content: <PAGE>   1
  
            As filed with the Securities and Exchange Commission on March 11, 1997
  
                                                             Registration No. 333-
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549   
  
                            ---------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       under
                            THE SECURITIES ACT OF 1933 
  
                            ---------------------------
  
                               MULTIMEDIA GAMES, INC.
                 (Exact name of issuer as specified in its charter)
  
                            ---------------------------
  
            Texas                                            74-2611034
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)
  
                             __________________________
  
  
   7335 South Lewis Avenue, Suite 204                            74136
          Tulsa, Oklahoma                                      (Zip Code)
  (Address of principal executive offices)
  
                            ---------------------------
  
                     1993 Salaried Employee Participation Plan
                          1994 Employee Stock Option Plan
                          1994 Director Stock Option Plan
                             1996 Incentive Stock Plan
                               (Full title of plan)    
  
                            ---------------------------
  
                                 Frederick E. Roll
                               Multimedia Games, Inc.
                         7335 South Lewis Avenue, Suite 204
                               Tulsa, Oklahoma  74136
                                   (918) 494-0576
   (Name, address and telephone number, including area code, of agent for service)
  
                            ---------------------------
  <PAGE>   2
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ========================================================================================================================
                                                      PROPOSED              PROPOSED
                                                      MAXIMUM               MAXIMUM
      TITLE OF                  AMOUNT                OFFERING              AGGREGATE             AMOUNT OF
   SECURITIES TO                TO BE                 PRICE                 OFFERING             REGISTRATION
   BE REGISTERED              REGISTERED              PER UNIT*             PRICE*                 FEE*                   
  ------------------------------------------------------------------------------------------------------------------------
  <S>                         <C>                    <C>                   <C>                    <C>
  Common Stock,
   ($.01 par value)           739,895 **              $6.625              $4,901,804.30           $1,485.40               
  ========================================================================================================================
  </TABLE>
  
  *Estimated pursuant to rule 457(c) solely for purposes of calculating the
  amount of the registration fee, based upon the average of the    bid and asked
  prices of the Registrant's Common Stock on March 6, 1997.
  
  **Includes awards that may be granted pursuant to the 1996 Incentive Stock Plan
  and an indeterminate number of shares of Common     Stock that may become
  issuable pursuant to the antidilution provisions of the Plans.
  ================================================================================
  <PAGE>   3
  
                                     PROSPECTUS
  
                               MULTIMEDIA GAMES, INC.
                                   313,250 SHARES
                            COMMON STOCK, $.01 PAR VALUE
  
  
           This Prospectus relates to shares (the "Shares") of Common Stock, par
  value $.01 per share (the "Common Stock"), of Multimedia Games, Inc. (the
  "Company") which may be offered and sold from time to time by: (i)  persons
  that are  "affiliates" of the Company who may acquire Shares upon the exercise
  of options granted under the Company's 1996 Incentive Stock Plan (the "1996
  Plan"), 1993 Salaried Employee Participation Plan, 1994 Employee Stock Option
  Plan and 1994 Director Stock Option Plan (collectively, the "Plans") or to be
  granted under the 1996 Plan, and (ii) persons that are not "affiliates" of the
  Company who have acquired Shares upon the exercise of options granted under the
  Plans  (the "Selling Stockholders").  The Shares may be offered and sold from
  time to time by the Selling Stockholders, or by pledgees, donees, transferees
  or other successors in interest to the Selling Stockholders, directly or
  through broker-dealers or underwriters who may act solely as agents, or who may
  acquire the Shares as principals.  The distribution of the Shares may be
  effected in one or more transactions that may take place through the Nasdaq
  Small Cap Market or through privately negotiated transactions, or through
  underwritten public offerings, or through a combination of any such methods of
  sale, at market prices prevailing at the time of sale, at prices related to
  such prevailing market prices or at negotiated prices.  Usual and customary or
  specially negotiated brokerage fees or commissions may be paid by the Selling
  Stockholders in connection with such sales.  The Selling Stockholders and any
  agents, broker-dealers or underwriters that participate in the distribution of
  the Shares may be deemed to be "underwriters" within the meaning of the
  Securities Act of 1933, as amended (the "Securities Act") , and any commission
  received by them and any profit on the resale of the Shares purchased by them
  may be deemed to be underwriting discounts or commissions under the Securities
  Act.  See "Plan of Distribution".
  
           The Common Stock is traded on the Nasdaq Small Cap Market under the
  symbol "MGAM".  On March 7, 1997, the last reported sale price of the Common
  Stock was $7.375 per share.
  
           THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.  SEE "RISK FACTORS" ON
  PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
  PROSPECTIVE PURCHASERS.
  
           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
  THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
  THE CONTRARY IS A CRIMINAL OFFENSE.
  
           The Company will not receive any of the proceeds from the sale of
  Shares by the Selling Stockholders.  Virtually all of the Selling Stockholders
  have entered into agreements, directly or indirectly, with Walsh, Manning
  Securities, Inc. that restrict the number of Shares such Selling Stockholder may
  sell without the consent of Walsh Manning Securities, LLC ("Walsh Manning") (see
  "Selling Stockholders").
  
                  The date of this Prospectus is March 11, 1997.
  <PAGE>   4
  
  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
  REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
  INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
  AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS.  THIS PROSPECTUS DOES
  NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE SHARES TO WHICH IT
  RELATES OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE
  UNLAWFUL.  THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE
  INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
  
                               AVAILABLE INFORMATION
  
           The Company is subject to the information requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
  accordance therewith, files proxy statements, reports and other information
  with the Securities and Exchange Commission (the "Commission").  Such proxy
  statements, reports and other information can be inspected and copied at the
  public reference facilities maintained by the Commission at Room 1024, 450
  Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
  offices in Chicago, 500 West Madison Street, Suite 1400, Chicago, Illinois
  60661-2511, and in New York, Seven World Trade Center, 13th Floor, New York,
  New York 10048.  Copies of such material can be obtained from the Public
  Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
  20549 at prescribed rates.  In addition, the Commission maintains a Web site
  that contains proxy statements, reports and other information filed
  electronically by the Company with the Commission which can be accessed over
  the Internet at http://www.sec.gov.  The Common Stock is quoted on the Nasdaq
  Small Cap Market.  Reports and information concerning the Company may be
  inspected at the National Association of Securities Dealers, Inc., at 1735 K
  Street, N.W., Washington, D.C. 20006.
  
           This Prospectus constitutes a part of a Registration Statement on Form
  S-8 (the "Registration Statement") filed on March 11, 1997, by the Company with
  the Commission under the Securities Act. This Prospectus omits certain of the
  information contained in the Registration Statement, and reference is hereby
  made to the Registration Statement and to the exhibits relating thereto for
  further information with respect to the Company and the Shares offered hereby.
  Statements contained herein concerning the provisions of any document are not
  necessarily complete and, in each instance, reference is made to a copy of such
  document filed as an exhibit to the Registration Statement or otherwise filed
  with the Commission. Each such statement is qualified in its entirety by such
  reference.
  
           The Company intends to furnish its shareholders with annual reports
  containing audited financial statements certified by an independent accounting
  firm.
  
  
  
  
  
                                        -2-
  <PAGE>   5
                        DOCUMENTS INCORPORATED BY REFERENCE
  
           The following documents previously filed with the Commission by the
  Company (Commission File No. 0-28318) for purposes of the information reporting
  requirements of the Exchange Act, are incorporated herein by reference:
  
         1.     the Company's Annual Report on Form 10-KSB for the year ended
  September 30, 1996;
  
         2.     the Company's Quarterly Report on Form 10-QSB for the three
  months ended December 31, 1996; and
  
         3.     the description of the Company's Common Stock contained in the
  Company's Registration Statement on Form 8-A dated April 22, 1996.
  
         All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
  prior to the termination of the offering of the Shares shall be deemed to be
  incorporated by reference into this Prospectus and to be a part hereof from the
  date of filing of such documents.  Any statement contained in a document
  incorporated or deemed to be incorporated herein by reference will be deemed to
  be modified or superseded for purposes of this Prospectus to the extent that a
  statement contained herein or in any other subsequently filed document which
  also is or is deemed to be incorporated herein by reference modifies or
  supersedes such statement.  Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of
  this Prospectus.
  
         The Company will provide without charge to each person, including any
  beneficial owner, to whom a copy of this Prospectus has been delivered, upon
  written or oral request of such person, a copy of any and all of the
  information incorporated herein by reference, other than the exhibits to such
  information (unless such exhibits are specifically incorporated by reference
  into such information). Requests should be directed to Multimedia Games, Inc.
  at its principal executive offices, 7335 South Lewis Avenue, Suite 204, Tulsa,
  Oklahoma 74136 Attention:  Corporate Secretary (918) 494- 0576.
  
  
  
  
  
                                        -3-
  <PAGE>   6
                                    THE COMPANY
  
  
         The Company provides satellite linked, high stakes bingo games and
  interactive high speed bingo games played on interconnected electronic player
  stations to participating bingo halls owned primarily by American Indian tribes
  located throughout the United States.  The Company also provides proxy play
  services to bingo players located off Indian lands through its 49% interest in
  American Gaming Network, L.L.C.
  
         Prior to August 1995, the Company's principal business was to furnish
  the marketing and other operating services required in the conduct of high
  stakes bingo games conducted under the names MegaBingo, MegaCash and MegaBingo
  Lite.  MegaBingo and MegaCash are played simultaneously using a closed-circuit
  television satellite link at several independently owned bingo halls located in
  the States of Arizona, California, Kansas, Minnesota, New Mexico, Oklahoma and
  South Dakota, among others, operated primarily on behalf of American Indian
  tribes.  MegaBingo Lite provides smaller prizes to similarly linked Indian
  bingo halls and is presently delivered to bingo halls located in the State of
  Oklahoma.
  
         In August 1995, the Company introduced MegaMania, an interactive
  high-speed bingo game developed by the Company that is played on electronic
  player stations interconnected among participating Indian bingo halls.
  
         MegaBingo(R), MegaCash(R), MegaBingo Lite(TM) and MegaMania(TM) are
  registered trademarks and tradenames of the Company, and all references thereto
  in this Prospectus shall be deemed to include the applicable tradename or
  trademark designation.
  
         Multimedia Games, Inc. was incorporated under the laws of the State of
  Texas on August 30, 1991. Unless the context otherwise requires, the term the
  "Company" includes Multimedia Games, Inc., and its subsidiaries - TV Games,
  Inc., MegaBingo, Inc., and Multimedia Creative Services, Inc., as well as the
  activities conducted by the Company through its 49% interest in American Gaming
  Network, L.L.C. ("AGN").  The Company's executive offices are located at 7335
  South Lewis Avenue, Suite 204, Tulsa, Oklahoma 74136, and its telephone number
  is (918) 494-0576.
  
  
  
  
  
                                        -4-
  <PAGE>   7
                                    RISK FACTORS
  
         PROSPECTIVE PURCHASERS OF THE SHARES SHOULD CAREFULLY CONSIDER THE
  FOLLOWING RISK FACTORS AS WELL AS THE OTHER INFORMATION CONTAINED IN THIS
  PROSPECTUS BEFORE MAKING AN INVESTMENT IN THE SHARES.
  
  
  PENDING INVESTIGATION
  
         On October 16, 1996, the Company was advised by the Office of the U.S.
  Attorney in Tulsa, Oklahoma (the "U.S.  Attorney"), that the Company was part
  of a criminal investigation to determine whether, in the opinion of the U.S.
  Attorney, the Company's MegaMania bingo game constituted Class II or Class III
  gaming, as defined by the Indian Gaming Regulatory Act of 1988 (the "Gaming
  Act"). MegaMania has been designed and is operated as a Class II game within
  the definition of bingo set forth in the Gaming Act.  In a written opinion
  dated July 10, 1996, the Company was informed by the National Indian Gaming
  Commission ("NIGC"), of the NIGC's determination that MegaMania constituted a
  Class II game.  The Company has relied on the NIGC's opinion in conducting its
  operations and believes that the NIGC made its determination with a complete
  and accurate understanding of the facts and the applicable law.  The Company is
  unaware of  any circumstances that would have caused the investigation by the 
  U.S. Attorney or on what basis the U.S. Attorney could conclude that MegaMania
  is not a Class II game.
  
         The Gaming Act classifies games that may be played on Indian land into
  three categories.  Class I gaming includes traditional Indian social and
  ceremonial games and is regulated only by the tribes.  Class II gaming includes
  bingo, pull-tabs, lotto, punch boards, tip jars, instant bingo, certain card
  games played under limited circumstances and other games similar to bingo if
  those games are played at the same location where bingo is played.  Class III
  gaming consists of all forms of gaming that are not Class I or Class II, such
  as video casino games, slot machines, most table games (e.g., blackjack and
  craps) and keno.
  
         Generally speaking, Class II gaming may be conducted on Indian lands if
  the state in which the Indian reservation is located permits such gaming for
  any purpose by any person.  Class III gaming, on the other hand, may only be
  conducted pursuant to a compact reached between the Indian tribe and the state
  in which the tribe is located.
  
         No assurances can be given that the U.S. Attorney will not conclude that
  MegaMania is Class III gaming.  If the U.S. Attorney does reach such a
  conclusion, the Company intends to vigorously defend its position that
  MegaMania is a Class II game.  No assurances can be given that the Company will
  be successful on the merits.  If MegaMania is ultimately determined to be Class
  III gaming, the loss of the MegaMania business would have a material adverse
  effect upon the Company's financial condition and results of operation.
  
  ACCUMULATED DEFICIT; UNCERTAIN PROFITABILITY
  
         Although the Company achieved net income of $40,000 in the fiscal year
  ended September 30, 1996 (as compared to $505,000 in the prior fiscal year),
  the Company has incurred an accumulated deficit of $2,574,000 since its
  inception in August 1991 through September 30, 1996.  For the three months
  ended December 31, 1996, the Company reported a net loss of $190,000 as
  compared to net income of $68,000 in the comparable period of the prior year.
  No assurances can be given that the Company will be able to attain or maintain
  profitable operations in the future.  In addition, such profits, if any, are
  not expected to be commensurate or proportional with any increases in revenues
  as the Company anticipates experiencing
  
  
  
  
  
                                        -5-
  <PAGE>   8
  significant start-up costs related to the expansion of its MegaMania game, as
  well as increases in general and administrative expenses associated with
  satisfying the regulatory and other operating uncertainties facing the Company
  in the developing operating environment in which the Company conducts its
  business.
  
  GOVERNMENT REGULATION
  
         In doing business with Indian tribes and participating in tribal gaming
  activities, the Company is subject to various Federal regulations and laws
  regarding the manner in which business can be transacted.  The operation of
  gaming on Indian reservations is subject to the Gaming Act which also
  established the NIGC with the authority to promulgate rules and regulations to
  enforce certain aspects of the Gaming Act and to protect tribal interests
  involved in gaming activities.  The NIGC has previously given favorable rulings
  regarding the Company's Integrated Gaming Service Agreements with the tribes
  and has determined them to be service contracts rather than management
  contracts, thereby allowing the Company to obtain more favorable terms than
  would have been permitted had the agreements been determined to be management
  contracts.  On July 10, 1996, the NIGC issued its opinion that the Company's
  MegaMania game is a Class II rather than a Class III gaming activity.  There
  can be no assurance however, that the NIGC will not enact additional
  regulations or reinterpret existing regulations in a manner that would have a
  material and adverse effect upon the Company, including requiring the Company
  to restructure its existing arrangements with the tribes or requiring changes
  in the way the Company's games are conducted so that such games are classified
  as Class II.  There also can be no assurances that the pending investigation by
  the U.S. Attorney will not have a material and adverse effect upon the Company
  by requiring the Company to discontinue its MegaMania game or restructuring the
  game to meet the U.S. Attorney's definition of a Class II game.  Any such
  restructuring of the Company's games has the additional risk that such games
  will no longer appeal to consumers or be acceptable to the Tribes.  There can
  also be no assurance that the Gaming Act or other Federal laws will not be
  amended in response to pressure from state and local sources in such a manner
  so as to limit the authority of Tribes to self-regulate Class II gaming or to
  change the definition of Class II gaming.
  
  DEVELOPING OPERATING ENVIRONMENT
  
         The environment in which the Company conducts its business is relatively
  new and presents significant operating challenges and uncertainties.  The
  Gaming Act was adopted in 1988 and the development of the Federal, State and
  Tribal infrastructure to regulate the proliferation of Indian gaming activities
  has occurred only since that time.  Fundamental issues concerning the scope and
  intent of the Gaming Act remain unresolved.  The NIGC was not fully operational
  until February 1993, and prior to that the Bureau of Indian Affairs was
  responsible for certain functions now performed by the NIGC.  As a result, the
  adoption and implementation of regulations in furtherance of the Gaming Act
  have moved cautiously and there is a comparative lack of case law or
  interpretation of such regulations or of the Gaming Act.  Moreover, the Company
  is on the leading edge of the rapid advancement of technological innovation in
  gaming, and issues relating, for example, to electronic games or gaming on the
  Internet are either novel or lack historical precedent sufficient to enable the 
  Company to predict with certainty the outcome of planned actions.
  
  TRIBAL REGULATION
  
         Each Federally recognized Indian tribe has the standing of a sovereign
  nation.  As such, without approval from the tribes, the tribes cannot be sued
  or otherwise held accountable under any but tribal laws.  Each tribe which is a
  party to the Company's integrated service agreements has waived its sovereign
  immunity to the Company as it relates to equipment used in the conduct of games
  or to the revenues of the gaming facility.  Although the Company has never
  experienced any difficulties in this regard, there can be no assurance
  
  
  
  
  
                                        -6-
  <PAGE>   9
  that a particular tribe will not invoke its sovereign immunities with respect
  to obligations and/or contracts with the Company which could have the effect of
  rendering the Company's contracts unenforceable.
  
         In addition, gaming on Indian lands is generally closely administered by
  Tribal officials.  Most Tribes have established a regulatory framework with
  agencies to administer the conduct of gaming on Indian lands.  These
  regulations generally include licensing and approval procedures and reporting
  and audit requirements.  Not all constituencies within each Indian tribe view
  gaming favorably, and changes in officials have in the past, and could in the
  future, result in a more difficult environment in which to conduct the
  Company's business at a particular Tribe.  Moreover, perceptions and attitudes
  concerning the integrity and morality of gaming are highly sensitive matters
  with most Tribes and seemingly minor or irrelevant matters, including rumor and
  innuendo about practices or personnel employed by the Company, can and have
  been used by competing Tribal constituencies as a basis for changing or
  attempting to change existing relationships between Tribes and their vendors.
  The Company expects this environment to continue in the future but believes
  that its sensitivity to these matters, and the personnel and policies it has in
  place, will enable it to effectively manage the issues that will inevitably
  arise.
  
  DEPENDANCE UPON TRIBAL CONTRACTS
  
         Virtually all of the Company's revenues are derived from contracts with
  Native Indian tribes.  The Company has written agreements with approximately 50
  Native Indian tribes that provide the Company with the exclusive right to
  conduct bingo operations in their respective Indian lands. No assurances can be
  given that any of such contracts will be renewed upon the expiration of their
  term or that, if renewed, the terms and conditions thereof will be favorable to
  the Company, nor can any assurances be given that a tribe or tribes will not
  cancel any of such agreements prior to the expiration of their stated term.  A
  failure to renew such contracts upon terms favorable to the Company or the
  cancellation of a significant number of such contracts would have a material
  adverse effect upon the Company's business and results of operations.
  
  CUSTOMER DEMAND; COMPETITION
  
         The Company's product development and marketing activities are based
  upon the Company's assessment of customer demand for gaming services in
  establishments in which the Company provides services. Significant changes in
  customer demand or preference for gaming products in a given geography,
  including competing gaming and other leisure activities, could have an adverse
  impact on the Company's business and results of operations.
  
  FUTURE FINANCING
  
         The Company's future business plans are dependent upon its ability to
  find financing on a timely basis with which to fund the Company's activities,
  including the placement of additional MegaMania player stations and related
  equipment and the development of new products. Any inability to obtain
  additional financing when needed could have a material adverse effect on the
  Company's ability to achieve its long-term objectives.  Moreover, any
  additional financing may involve substantial dilution to the Company's then
  existing shareholders.
  
  TECHNOLOGICAL INNOVATION
  
         The Company believes that an important factor to its future success will
  include its continued development of new products that appeal to the tastes of
  consumers and the introduction of such products in
  
  
  
  
  
                                        -7-
  <PAGE>   10
  a timely manner.  Successful product development and introduction depends upon
  a number of factors, including the identification of products expected to
  appeal to consumer preferences and the timely completion of design and testing.
  Importantly, any new or modified gaming products will be designed and operated
  to meet the requirements of Class II gaming.  The Company expects to continue
  to solicit the approval of the NIGC that any new or modified gaming products
  meet the requirements of Class II gaming so the interpretations and policies of
  the NIGC with respect to the requirements for Class II gaming will also affect
  the timing and nature of any new products; however, the Company does not always
  expect to be able to obtain such approval prior to the introduction of new
  products.  As a result of these and other factors, there can be no assurance
  that the Company will continue to develop and introduce new products in a
  timely manner that will achieve commercial success.
  
  PRIZE FULFILLMENT
  
         The prizes awarded under the Company's bingo games are based upon
  attaining an assumed level of gross game receipts and statistical assumptions
  as to the frequency of winners.  To date, the Company has not experienced a
  "game deficit" where prize allocations have exceeded game revenues; however, no
  assurances can be given that the Company will not experience abnormally high
  rates of jackpot prize wins in the future.
  
  SIGNIFICANT OUTSTANDING OPTIONS AND WARRANTS
  
         As of January 31, 1997, there were outstanding immediately exercisable
  stock options to purchase an aggregate of 154,418 shares of Common Stock at
  exercise prices ranging from $1.50 to $2.75 per share, and outstanding
  immediately exercisable warrants to purchase an aggregate of 395,970 shares of
  Common Stock at exercise prices ranging from $1.50 to $6.60 per share. In
  addition, there were outstanding additional warrants to purchase an aggregate
  of 2,042,143 shares of Common Stock at an exercise price of $8.00 per share
  that become exercisable on August 12, 1997, and additional stock options to
  purchase 332,582 shares of Common Stock at exercise prices ranging from $1.50
  to $4.75 per share, that are generally exercisable in equal annual increments
  over the next four years commencing in October 1997 and an option exercisable
  commencing in August 1997 to exchange interests in AGN for up to 412,000 shares
  of Common Stock at the equivalent of $3.00 per share. The Company's Series A
  Preferred Stock is also immediately convertible into 671,590 shares of Common
  Stock at a conversion rate of five shares of Common Stock for each share of
  Series A Preferred Stock.  To the extent that such stock options, warrants and
  Series A Preferred Stock are exercised or converted, dilution to the Company's
  shareholders will occur.  Moreover, the terms upon which the Company will be
  able to obtain additional equity capital may be adversely affected, since the
  holders of such options, warrants and Series A Preferred Stock can be expected
  to exercise or convert them at a time when the Company would, in all
  likelihood, be able to obtain any needed capital on terms more favorable to the
  Company than the exercise terms provided in such securities.
  
  ABSENCE OF DIVIDENDS
  
         The Company has never declared or paid any cash dividends on its Common
  Stock.  The Company intends to retain its earnings, if any, to finance the
  growth and development of its business and therefore does not anticipate paying
  any cash dividends on its Common Stock in the foreseeable future.
  
                             FORWARD LOOKING STATEMENTS
  
         This Prospectus and the information incorporated herein by reference
  contains various "forward-looking statements" within the meaning of Federal and
  state securities laws, including those identified or predicated
  
  
  
  
  
                                        -8-
  <PAGE>   11
  by the words "believes," "anticipates," "expects," "plans" or similar
  expressions.  Such statements are subject to a number of uncertainties that
  could cause the actual results to differ materially from those projected.  Such
  factors include, but are not limited to, those described under "Risk Factors".
  Given these uncertainties, prospective purchasers are cautioned not to place
  undue reliance upon such statements.
  
                                  USE OF PROCEEDS
  
         The Company will not receive any of the proceeds from the sale of any of
  the Shares by the Selling Stockholders.
  
                                SELLING STOCKHOLDERS
  
         The Shares are being registered for reoffers and resales by the Selling
  Stockholders named below who have acquired or who may acquire such Shares upon
  the exercise of options granted under the Plans. The Selling Stockholders may
  resell all, a portion, or none of such Shares.
  
         The Selling Stockholders and the number of options and shares of Common
  Stock owned by each may be amended from time to time by use of a prospectus
  supplement to this Prospectus filed pursuant to Rule 424(b) under the
  Securities Act to reflect the addition of new participants under the 1996 Plan
  who are deemed "affiliates" of the Company or to reflect the receipt by
  existing affiliates of additional awards  under the 1996 Plan.
  
         The following table sets forth for each Selling Stockholder, as of
  January 31, 1997, the number of shares of Common Stock beneficially owned by
  such Selling Stockholder prior to this offering, the maximum number of Shares
  to be offered and sold from time to time by such Selling Stockholder  and the
  number of shares of Common Stock to be beneficially owned by such Selling
  Stockholder after this offering.
  <TABLE>
  <CAPTION>
                                                                               Shares                             Shares
                                                                             Beneficially         Shares       Beneficially
                                                                             Owned Prior           Being        Owned After
                                                                            to Offering(1)      Offered(2)     Offering (3)
  Name                                                                          Number            Number          Number  
  ----                                                                      -------------       ----------     ------------
  <S>                                                                           <C>               <C>             <C>
  Larry D. Montgomery (4)                                                        84,684            68,000         42,184
  Daniel J. Sarnoff (5)                                                          46,607            74,000          7,273
  Gordon T. Sjodin (6)                                                           46,358            54,500         22,733
  Michael E. Newell (7)                                                          22,389            43,000          4,119
  Frederick E. Roll (8)                                                          16,149            42,500            534
  Gregory T. Stern (9)                                                           13,334            20,000           --
  Mike Howard (10)                                                               11,250            11,250           --
                                                                                  -----             -----             
  
       Total Selling Stockholders                                               240,681           313,250         76,863
                                                                                =======           =======         ======
  </TABLE>
  
  
  ----------------------                                                        
  
  
                                        -9-
  <PAGE>   12
  
  
  (1) Calculated pursuant to Rule 13d-3 under the Exchange Act.  Under Rule
      13d-3(d), shares that are not outstanding but that are subject to options,
      warrants, rights or conversion privileges exercisable within 60 days, are
      deemed outstanding for the purpose of calculating the number of shares
      beneficially owned by such person.
  
  (2) Consists of Shares that may be acquired upon the exercise of all options
      granted and outstanding to the named persons under the Plans, whether or not
      such options are currently exercisable or are exercisable within 60 days.
      In connection with a November 1996 private placement of securities by the
      Company in which Walsh Manning acted as the Company's Placement Agent, each
      Selling Stockholder agreed  (i)  not to sell any of such Shares prior to
      November 1997 without the consent of Walsh Manning, and (ii) granted to
      Walsh Manning a right of first refusal to purchase any such Shares proposed
      to be sold by the Selling Stockholder; provided that, the agreement referred
      to in clause (i) above does not apply to up to 10,000 shares sold by each
      Selling Stockholder (subject to an aggregate limitation of 90,000 shares
      for all Selling Stockholders and each other officer of the Company that has
      executed a similar agreement with Walsh Manning).
  
  (3) Assumes the sale of all Shares being offered hereby.
  
  (4) Mr. Montgomery is the President, Chief Operating Officer and a Director of
      the Company.  Shares beneficially owned prior to the offering consist of:
      (i) 30,000 shares owned of record by Mr. Montgomery, (ii) 39,250 shares
      issuable upon the exercise of currently exercisable stock options, (iii)
      3,250 shares issuable upon the exercise of stock options that become
      exercisable within the next 60 days,  (iv) 5,129 shares issuable upon the
      exercise of currently exercisable warrants and (v) 7,055 shares issuable
      upon conversion of shares of Series A Preferred Stock.    Shares
      beneficially owned after the offering consist of: (i) 30,000 shares owned
      of record by Mr. Montgomery, (ii) 5,129 shares issuable upon the exercise
      of currently exercisable warrants, and (v) 7,055 shares issuable upon
      conversion of shares of Series A Preferred Stock.
  
  (5) Mr. Sarnoff is a Vice President of the Company and a nominee for election as
      a Director at the March 29, 1997, Annual Meeting of shareholders. Shares
      beneficially owned prior to the offering consist of (i) 39,334 shares
      issuable upon the exercise of currently exercisable stock options, and (ii)
      7,273 shares issuable upon the exercise of currently exercisable warrants.
      Shares beneficially owned after the offering consist of 7,273 shares
      issuable upon the exercise of currently exercisable warrants.
  
  (6) Mr. Sjodin is the Executive Vice President of the Company.  Shares
      beneficially owned prior to the offering consist of: (i) 11,750 shares owned
      of record or beneficially by Mr. Sjodin, (ii) 22,500 shares issuable upon
      the exercise of currently exercisable stock options, (iii) 1,125 shares
      issuable upon the exercise of stock options that become exercisable within
      the next 60 days,  (iv) 4,623 shares issuable upon the exercise of currently
      exercisable  warrants, and (v) 6,360 shares issuable upon conversion of
      shares of Series A Preferred Stock.    Shares beneficially owned after the
      offering consist of: (i) 11,750 shares owned of record or beneficially by
      Mr. Sjodin, (ii) 4,623 shares issuable upon the exercise of currently
      exercisable warrants, and (iii) 6,360 shares issuable upon conversion of
      shares of Series A Preferred Stock.
  
  (7) Mr. Newell is a Vice President of the Company.  Shares beneficially owned
      prior to the offering consist of: (i) 400 shares owned of record by Mr.
      Newell, (ii) 18,250 shares issuable upon the exercise of currently
      exercisable stock options, (iii) 1,564 shares issuable upon the exercise of
      currently exercisable warrants and (iv) 2,155 shares issuable upon
      conversion of shares of Series A Preferred Stock.    Shares beneficially
      owned after the offering consist of: (i) 400 shares owned of record by Mr.
      Newell, (ii) 1,564 shares issuable upon the exercise of currently
      exercisable warrants and (iii) 2,155 shares issuable upon conversion of
      shares of Series A Preferred Stock.
  
  (8) Mr. Roll  is a Vice President, Secretary, Treasurer and Chief Financial
      Officer of the Company.  Shares beneficially owned prior to the offering
      consist of: (i) 15,625 shares issuable upon the exercise of currently
      exercisable stock options, (ii) 224 shares issuable upon the exercise of
      currently exercisable warrants and (iii) 310 shares issuable upon conversion
      of shares of Series A Preferred Stock.   Shares beneficially owned after the
      offering consist of (i) 224 shares issuable upon the exercise of currently
      exercisable warrants and (ii) 310 shares issuable upon conversion of shares
      of Series A Preferred Stock.
  
  
  
  
  
                                        -10-
  <PAGE>   13
  (9)    Mr. Stern is a Director of the Company.  Shares beneficially owned prior
         to offering consist of shares issuable upon the exercise of currently
         exercisable stock options
  
  (10)   Mr. Howard is a former Vice President and Chief Financial Officer of the
         Company.  Consists of Shares acquired upon the exercise of stock options
         granted under the 1994 Employee Stock Option Plan.
  
  
  
  
                                PLAN OF DISTRIBUTION
  
      The Company will not receive any proceeds from the sale of the Shares by a
  Selling Stockholder.  Each of the Selling Stockholders may sell his or her
  Shares directly or through broker-dealers or underwriters who may act solely as
  agents, or who may acquire Shares as principals.  The Shares may be sold from
  time to time by the Selling Stockholders, or by pledgees, donees, transferees
  or other successors in interest to the Selling Stockholders.  The distribution
  of the Shares may be effected in one or more transactions that may take place
  through the Nasdaq Small Cap Market, including block trades or ordinary
  broker's transactions, or through privately negotiated transactions, or through
  an underwritten public offering, or through a combination of any such methods
  of sale, at market prices prevailing at the time of sale, at prices related to
  such prevailing market prices or at negotiated prices.  Usual and customary or
  specifically negotiated brokerage fees or commissions may be paid by the
  Selling Stockholders in connection with such sales.
  
      The aggregate proceeds to the Selling Stockholders from the sale of the
  Shares will be the purchase price of the Shares sold less the aggregate agents'
  commissions and underwriters' discounts, if any, and other expenses of issuance
  and distribution not borne by the Company.  The Selling Stockholders and any
  dealers or agents that participate in the distribution of the Shares may be
  deemed to be "underwriters" within the meaning of the Securities Act, and any
  profit on the sale of the Shares by them and any commissions received by any
  such dealers or agents may be deemed to be underwriting discounts and
  commissions under the Securities Act.
  
      The Selling Stockholders may effect transactions by selling the Shares
  directly or through broker-dealers acting either as principal or as agent, and
  such broker-dealers may receive compensation in the form of usual and customary
  or specifically negotiated underwriting discounts, concessions or commissions
  from the Selling Stockholders. Each Selling Stockholder has entered into a
  "lock-up" agreement with Walsh Manning pursuant to which each Selling
  Stockholder has agreed not to sell any shares (including the Shares) owned by
  the Selling Stockholder prior to November 1997 without the consent of Walsh
  Manning; provided that, each Selling Stockholder may sell up to 10,000 shares
  without the consent of Walsh Manning so long as the aggregate number of shares
  sold by all Selling Stockholders and each other officer of the Company that has
  executed a similar "lock-up" agreement with Walsh Manning does not exceed
  90,000 shares. In addition, each Selling Stockholder has granted to Walsh
  Manning a right of first refusal to purchase any shares (including the Shares)
  proposed to be sold by such Selling Stockholder.
  
      The Company has advised the Selling Stockholders of the provisions of
  Regulation M under the Exchange Act and its applicability to their sales in the
  market, has furnished each Selling Stockholder with a copy of Regulation M and
  has informed them of the need for delivery of copies of this Prospectus.  There
  can be no assurance that any of the Selling Stockholders will sell any of the
  shares of Common Stock offered by them hereunder.
  
                                      EXPERTS
  
      The consolidated balance sheet of the Company as of September 30, 1996, and
  the related consolidated statements of operations, changes in stockholders'
  equity (deficit) and cash flows for each of the two years in
  
  
  
  
  
                                        -11-
  <PAGE>   14
  the period ended September 30, 1996, incorporated by reference in this
  Prospectus and in the Registration Statement of which this Prospectus forms a
  part, have been incorporated herein in reliance on the report of Coopers &
  Lybrand L.L.P., independent accountants, given on the authority of said firm as
  experts in accounting and auditing.
  
                                   LEGAL MATTERS
  
      The validity of the shares of Common Stock offered hereby has been passed
  upon for the Company by Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.,
  Tulsa, Oklahoma.  Attorneys who are shareholders or employed by Hall, Estill,
  Hardwick, Gable, Golden & Nelson, P.C. and who have provided advice with respect
  to this offering own, in the aggregate, less than $50,000 of all securities of
  the Company.
  
                DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                           FOR SECURITIES ACT LIABILITIES
  
      The Company's By-Laws authorize the Company to indemnify any present or
  former director, officer, employee, or agent of the Company, or a person
  serving in a similar post in another organization at the request of the
  Company, against expenses, judgments, fines, and amounts paid in settlement
  incurred by him in connection with any threatened, pending, or completed
  action, suit, or proceeding, whether civil, criminal, administrative, or
  investigative, to the fullest extent not prohibited by the Texas Business
  Corporation Act, public policy or other applicable law.  Article 202 of the
  Texas Business Corporation Act authorizes a corporation to indemnify its
  directors, officers, employees, or agents in terms sufficiently broad to permit
  such indemnification under certain circumstances for liabilities (including
  provisions permitting advances for expenses incurred) arising under the Act.
  
      Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers, or persons controlling the Company
  pursuant to the foregoing provisions, the Company has been informed that in the
  opinion of the Commission such indemnification is against public policy as
  expressed in the Securities Act and is therefore unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the Company of expenses incurred or paid by a director, officer or
  controlling person of the Company in the successful defense of any action, suit
  or proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Company will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
  
  
  
  
                                        -12-
  <PAGE>   15
                                                                                  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information
  
           The documents containing the information specified in Part I of this
  Registration Statement will be sent or given to employees as specified by Rule
  428(b)(1) of the Securities Act . Such documents are not required to be and are
  not filed with the Commission  either as part of this Registration Statement or
  as prospectuses or prospectus supplements pursuant to Rule 424. These documents
  and the documents incorporated by reference in this Registration Statement
  pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a
  prospectus that meets the requirements of Section 10(a) of the Securities Act.
  
  Item 2.  Registrant Information and Employee Plan Annual Information.
  
           Upon written or oral request, any of the documents incorporated by
  reference in Item 3 of Part II of this Registration Statement (which documents
  are incorporated by reference in this Section 10(a) Prospectus), other
  documents required to be delivered to Plan participants pursuant to Rule 428(b)
  or additional information about the Plans and their administrators are
  available without charge by contacting:
  
                               Multimedia Games, Inc.
                         7335 South Lewis Avenue, Suite 204
                               Tulsa, Oklahoma 74136
                                   (918) 494-0576
                            Frederick E. Roll, Secretary
  
                                      PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents previously filed with the Commission by the
  Company (Commission File No. 0-28318) for purposes of the information reporting
  requirements of the Exchange Act are incorporated herein by reference:
  
           1.      the Company's Annual Report on Form 10-KSB for the year ended
  September 30, 1996;
  
           2.      the Company's Quarterly Report on Form 10-QSB for the three
  months ended December 31, 1996; and
  
           3.      the description of the Company's Common Stock contained in the
  Company's Registration Statement on Form 8-A dated April 22, 1996.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
  prior to the termination of this offering shall be deemed to
  
  
  
  
  
                                        -13-
  <PAGE>   16
  be incorporated herein by reference and to be a part hereof from the date of
  filing of such documents.  Any statement contained in a document incorporated
  or deemed to be incorporated herein by reference will be deemed to be modified
  or superseded for purposes hereof to the extent that a statement contained
  herein or in any other subsequently filed document which also is or is deemed
  to be incorporated herein by reference modifies or supersedes such statement.
  Any such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part hereof .
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
    Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
    None
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
    See "Disclosure of Commission Position on Indemnification For Securities Act
    Liabilities" in the Prospectus.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
  
    Not applicable.
  
  ITEM 8.  EXHIBITS
  
    Exhibit No.              Title
  
    4.1                      *Articles of Incorporation
    4.2                      *Bylaws
    4.3                      *Stock Option Agreement dated October 24,
                             1992 between the Company
                             and Larry Montgomery
    4.4                      *1994 Employee Stock Option Plan
    4.5                      *1994 Director Stock Option Plan
    4.6                      **1996 Stock Incentive Plan
    5.1                      Opinion of Hall, Estill, Hardwick, Gable, Golden &
                             Nelson, P.C.
    23.1                     Consent of Coopers & Lybrand L.L.P.
    23.2                     Consent of Hall, Estill, Hardwick, Gable, Golden &
                             Nelson, P.C. (included in Exhibit 5.1)
    24.1                     Power of Attorney (included on page 17)
  ---------------
  
  *         Indicates incorporated by reference to the Company's Form 10-KSB
            filed with the Commission for the fiscal year ended September 30,
            1994.
  
  **        Indicates incorporated by reference to the Company's Form 10-KSB
            filed with the Commission for the fiscal year ended September 30,
            1996.
  
  
  
  
  
                                        -14-
  <PAGE>   17
    ITEM 9.  UNDERTAKINGS
  
           (a)     The undersigned Registrant hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
  are being made, a post-effective amendment to this Registration Statement to;
  
                   (i)      include any prospectus required by Section 10(a)(3)
           of the Securities Act of 1933;
  
                   (ii)     reflect in the prospectus any facts or events arising
           after the effective date of the registration statement (or the most
           recent post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in the registration statement.  Notwithstanding the foregoing, any
           increase or decrease in volume of securities offered (if the total
           dollar value of securities offered would not exceed that which was
           registered) and any deviation from the low or high end of the
           estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           a 20 percent change in the maximum aggregate offering price set forth
           in the "Calculation of Registration Fee" table in the effective
           registration statement; and
  
                   (iii) include any additional or changed material information
           with respect to the plan of distribution not previously disclosed in
           the registration statement or any material change to such information
           in the registration statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to Section 13 or 15(d) or the Securities
  Exchange Act of 1934 that are incorporated by reference in the registration
  statement.
  
                   (2)      That, for the purpose of determining any liability
  under the Securities Act of 1933, each such post-effective amendment shall be
  deemed to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
                   (3)      To remove from registration by means of a
  post-effective amendment any of the securities being registered which remain
  unsold at the termination of the offering.
  
           (b)     The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
  the Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c)     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense
  
  
  
  
  
                                        -15-
  <PAGE>   18
  of any action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  Registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Act and will be governed by the final adjudication of such
  issue.
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement, or amendment thereto, to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma
  on the 11th day of March, 1997.
  
  
                            MULTIMEDIA GAMES, INC.
  
  
  
                            By: /s/ GORDON T. GRAVES 
                               ----------------------------------
                               Name: Gordon T. Graves 
                               Title: Chairman of the Board
  
  
  
  
  
                                        -16-
  <PAGE>   19
                                 POWER OF ATTORNEY
  
        Know all men by these presents, that each person whose signature appears
  below constitutes and appoints Gordon T.  Graves and Frederick E. Roll, and
  each of them singly, his or her true and lawful attorneys-in-fact and agents,
  with full power of substitution and resubstitution, for him or her and in his
  or her name, place and stead, in any and all capacities (including his or her
  capacity as a director or officer of Multimedia Games, Inc.) to sign any and
  all amendments (including post-effective amendments) to this Registration
  Statement, and to file the same, with all exhibits thereto, and other documents
  in connection therewith, with the Securities and Exchange Commission, granting
  unto said attorneys-in-fact and agents, and each of them, full power and
  authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises, as fully to all intents and
  purposes as he or she might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents or any of them, or their
  or his or her substitute or substitutes, may lawfully do or cause to be done by
  virtue thereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  /s/ GORDON T. GRAVES
  ----------------------     Chairman of the Board
  Gordon T. Graves           Chief Executive
                             Officer and Director          Dated: March 11, 1997
  
  /s/ LARRY D. MONTGOMERY                          
  ----------------------     President and Chief
  Larry D. Montgomery        Operating Officer
                             and Director                  Dated: March 11, 1997
  
  /s/ FREDERICK E. ROLL                                       
  ----------------------     Vice President, Controller    
  Frederick E. Roll          and Chief Financial
                             Officer                       Dated: March 11, 1997
                                                
  /s/ GREGORY N. STERN
  ----------------------     Director                      Dated: March 11, 1997
  Gregory N. Stern             
                            
  
  
  
  
                                        -17-
  <PAGE>   20
                                  Exhibit Index
  
  
           Exhibit No.                   Title
  
           4.1                           *Articles of Incorporation
           4.2                           *Bylaws
           4.3                           *Stock Option Agreement dated October 24,
                                         1992 between the Company
                                         and Larry Montgomery
           4.4                           *1994 Employee Stock Option Plan
           4.5                           *1994 Director Stock Option Plan
           4.6                           **1996 Stock Incentive Plan
           5.1                           Opinion of Hall, Estill, Hardwick, Gable,
                                         Golden & Nelson
           23.1                          Consent of Coopers & Lybrand L.L.P.
           23.2                          Consent of Hall, Estill, Hardwick, Gable,
                                         Golden & Nelson (included in Exhibit 5.1)
           24.1                          Power of Attorney (included on page 17)
  
  -------------
  *        Indicates incorporated by reference to the Company's Form 10-KSB filed
           with the Commission for the fiscal year ended September 30, 1994.
  
  **       Indicates incorporated by reference to the Company's Form 10-KSB filed
           with the Commission for the fiscal year ended September 30, 1996.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 60242}]
metadata_filer: {"company-data": {"conformed-name": "MULTIMEDIA GAMES INC", "cik": "0000896400", "assigned-sic": "7900", "irs-number": "742611034", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23123", "film-number": "97554685"}, "business-address": {"street1": "7335 S LEWIS AVE", "street2": "STE 302", "city": "TULSA", "state": "OK", "zip": "74136", "phone": "9184940576"}, "mail-address": {"street1": "7335 S LEWIS AVE", "street2": "SUITE 302", "city": "TULSA", "state": "OK", "zip": "74136"}, "former-company": {"former-conformed-name": "TV BINGO NETWORK INC /TX/", "date-changed": "19930126"}}
text: 1
  
            As filed with the Securities and Exchange Commission on March 11, 1997
  
                                                             Registration No. 333-
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549   
  
                            ---------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       under
                            THE SECURITIES ACT OF 1933 
  
                            ---------------------------
  
                               MULTIMEDIA GAMES, INC.
                 (Exact name of issuer as specified in its charter)
  
                            ---------------------------
  
            Texas                                            74-2611034
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)
  
                             __________________________
  
   7335 South Lewis Avenue, Suite 204                            74136
          Tulsa, Oklahoma                                      (Zip Code)
  (Address of principal executive offices)
  
                            ---------------------------
  
                     1993 Salaried Employee Participation Plan
                          1994 Employee Stock Option Plan
                          1994 Director Stock Option Plan
                             1996 Incentive Stock Plan
                               (Full title of plan)    
  
                            ---------------------------
  
                                 Frederick E. Roll
                               Multimedia Games, Inc.
                         7335 South Lewis Avenue, Suite 204
                               Tulsa, Oklahoma  74136
                                   (918) 494-0576
   (Name, address and telephone number, including area code, of agent for service)
  
                            ---------------------------
  2
                          CALCULATION OF REGISTRATION FEE
  ========================================================================================================================
                                                      PROPOSED              PROPOSED
                                                      MAXIMUM               MAXIMUM
      TITLE OF                  AMOUNT                OFFERING              AGGREGATE             AMOUNT OF
   SECURITIES TO                TO BE                 PRICE                 OFFERING             REGISTRATION
   BE REGISTERED              REGISTERED              PER UNIT*             PRICE*                 FEE*                   
  ------------------------------------------------------------------------------------------------------------------------
  Common Stock,
   ($.01 par value)           739,895 **              $6.625              $4,901,804.30           $1,485.40               
  ========================================================================================================================
  *Estimated pursuant to rule 457(c) solely for purposes of calculating the
  amount of the registration fee, based upon the average of the    bid and asked
  prices of the Registrant's Common Stock on March 6, 1997.
  
  **Includes awards that may be granted pursuant to the 1996 Incentive Stock Plan
  and an indeterminate number of shares of Common     Stock that may become
  issuable pursuant to the antidilution provisions of the Plans.
  ================================================================================
  3
  
                                     PROSPECTUS
  
                               MULTIMEDIA GAMES, INC.
                                   313,250 SHARES
                            COMMON STOCK, $.01 PAR VALUE
  
           This Prospectus relates to shares (the "Shares") of Common Stock, par
  value $.01 per share (the "Common Stock"), of Multimedia Games, Inc. (the
  "Company") which may be offered and sold from time to time by: (i)  persons
  that are  "affiliates" of the Company who may acquire Shares upon the exercise
  of options granted under the Company's 1996 Incentive Stock Plan (the "1996
  Plan"), 1993 Salaried Employee Participation Plan, 1994 Employee Stock Option
  Plan and 1994 Director Stock Option Plan (collectively, the "Plans") or to be
  granted under the 1996 Plan, and (ii) persons that are not "affiliates" of the
  Company who have acquired Shares upon the exercise of options granted under the
  Plans  (the "Selling Stockholders").  The Shares may be offered and sold from
  time to time by the Selling Stockholders, or by pledgees, donees, transferees
  or other successors in interest to the Selling Stockholders, directly or
  through broker-dealers or underwriters who may act solely as agents, or who may
  acquire the Shares as principals.  The distribution of the Shares may be
  effected in one or more transactions that may take place through the Nasdaq
  Small Cap Market or through privately negotiated transactions, or through
  underwritten public offerings, or through a combination of any such methods of
  sale, at market prices prevailing at the time of sale, at prices related to
  such prevailing market prices or at negotiated prices.  Usual and customary or
  specially negotiated brokerage fees or commissions may be paid by the Selling
  Stockholders in connection with such sales.  The Selling Stockholders and any
  agents, broker-dealers or underwriters that participate in the distribution of
  the Shares may be deemed to be "underwriters" within the meaning of the
  Securities Act of 1933, as amended (the "Securities Act") , and any commission
  received by them and any profit on the resale of the Shares purchased by them
  may be deemed to be underwriting discounts or commissions under the Securities
  Act.  See "Plan of Distribution".
  
           The Common Stock is traded on the Nasdaq Small Cap Market under the
  symbol "MGAM".  On March 7, 1997, the last reported sale price of the Common
  Stock was $7.375 per share.
  
           THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.  SEE "RISK FACTORS" ON
  PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
  PROSPECTIVE PURCHASERS.
  
           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
  THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
  THE CONTRARY IS A CRIMINAL OFFENSE.
  
           The Company will not receive any of the proceeds from the sale of
  Shares by the Selling Stockholders.  Virtually all of the Selling Stockholders
  have entered into agreements, directly or indirectly, with Walsh, Manning
  Securities, Inc. that restrict the number of Shares such Selling Stockholder may
  sell without the consent of Walsh Manning Securities, LLC ("Walsh Manning") (see
  "Selling Stockholders").
  
                  The date of this Prospectus is March 11, 1997.
  4
  
  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
  REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
  INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
  AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS.  THIS PROSPECTUS DOES
  NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE SHARES TO WHICH IT
  RELATES OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE
  UNLAWFUL.  THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE
  INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
  
                               AVAILABLE INFORMATION
  
           The Company is subject to the information requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
  accordance therewith, files proxy statements, reports and other information
  with the Securities and Exchange Commission (the "Commission").  Such proxy
  statements, reports and other information can be inspected and copied at the
  public reference facilities maintained by the Commission at Room 1024, 450
  Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
  offices in Chicago, 500 West Madison Street, Suite 1400, Chicago, Illinois
  60661-2511, and in New York, Seven World Trade Center, 13th Floor, New York,
  New York 10048.  Copies of such material can be obtained from the Public
  Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
  20549 at prescribed rates.  In addition, the Commission maintains a Web site
  that contains proxy statements, reports and other information filed
  electronically by the Company with the Commission which can be accessed over
  the Internet at http://www.sec.gov.  The Common Stock is quoted on the Nasdaq
  Small Cap Market.  Reports and information concerning the Company may be
  inspected at the National Association of Securities Dealers, Inc., at 1735 K
  Street, N.W., Washington, D.C. 20006.
  
           This Prospectus constitutes a part of a Registration Statement on Form
  S-8 (the "Registration Statement") filed on March 11, 1997, by the Company with
  the Commission under the Securities Act. This Prospectus omits certain of the
  information contained in the Registration Statement, and reference is hereby
  made to the Registration Statement and to the exhibits relating thereto for
  further information with respect to the Company and the Shares offered hereby.
  Statements contained herein concerning the provisions of any document are not
  necessarily complete and, in each instance, reference is made to a copy of such
  document filed as an exhibit to the Registration Statement or otherwise filed
  with the Commission. Each such statement is qualified in its entirety by such
  reference.
  
           The Company intends to furnish its shareholders with annual reports
  containing audited financial statements certified by an independent accounting
  firm.
  
                                        -2-
  5
                        DOCUMENTS INCORPORATED BY REFERENCE
  
           The following documents previously filed with the Commission by the
  Company (Commission File No. 0-28318) for purposes of the information reporting
  requirements of the Exchange Act, are incorporated herein by reference:
  
         1.     the Company's Annual Report on Form 10-KSB for the year ended
  September 30, 1996;
  
         2.     the Company's Quarterly Report on Form 10-QSB for the three
  months ended December 31, 1996; and
  
         3.     the description of the Company's Common Stock contained in the
  Company's Registration Statement on Form 8-A dated April 22, 1996.
  
         All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
  prior to the termination of the offering of the Shares shall be deemed to be
  incorporated by reference into this Prospectus and to be a part hereof from the
  date of filing of such documents.  Any statement contained in a document
  incorporated or deemed to be incorporated herein by reference will be deemed to
  be modified or superseded for purposes of this Prospectus to the extent that a
  statement contained herein or in any other subsequently filed document which
  also is or is deemed to be incorporated herein by reference modifies or
  supersedes such statement.  Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of
  this Prospectus.
  
         The Company will provide without charge to each person, including any
  beneficial owner, to whom a copy of this Prospectus has been delivered, upon
  written or oral request of such person, a copy of any and all of the
  information incorporated herein by reference, other than the exhibits to such
  information (unless such exhibits are specifically incorporated by reference
  into such information). Requests should be directed to Multimedia Games, Inc.
  at its principal executive offices, 7335 South Lewis Avenue, Suite 204, Tulsa,
  Oklahoma 74136 Attention:  Corporate Secretary (918) 494- 0576.
  
                                        -3-
  6
                                    THE COMPANY
  
         The Company provides satellite linked, high stakes bingo games and
  interactive high speed bingo games played on interconnected electronic player
  stations to participating bingo halls owned primarily by American Indian tribes
  located throughout the United States.  The Company also provides proxy play
  services to bingo players located off Indian lands through its 49% interest in
  American Gaming Network, L.L.C.
  
         Prior to August 1995, the Company's principal business was to furnish
  the marketing and other operating services required in the conduct of high
  stakes bingo games conducted under the names MegaBingo, MegaCash and MegaBingo
  Lite.  MegaBingo and MegaCash are played simultaneously using a closed-circuit
  television satellite link at several independently owned bingo halls located in
  the States of Arizona, California, Kansas, Minnesota, New Mexico, Oklahoma and
  South Dakota, among others, operated primarily on behalf of American Indian
  tribes.  MegaBingo Lite provides smaller prizes to similarly linked Indian
  bingo halls and is presently delivered to bingo halls located in the State of
  Oklahoma.
  
         In August 1995, the Company introduced MegaMania, an interactive
  high-speed bingo game developed by the Company that is played on electronic
  player stations interconnected among participating Indian bingo halls.
  
         MegaBingo(R), MegaCash(R), MegaBingo Lite(TM) and MegaMania(TM) are
  registered trademarks and tradenames of the Company, and all references thereto
  in this Prospectus shall be deemed to include the applicable tradename or
  trademark designation.
  
         Multimedia Games, Inc. was incorporated under the laws of the State of
  Texas on August 30, 1991. Unless the context otherwise requires, the term the
  "Company" includes Multimedia Games, Inc., and its subsidiaries - TV Games,
  Inc., MegaBingo, Inc., and Multimedia Creative Services, Inc., as well as the
  activities conducted by the Company through its 49% interest in American Gaming
  Network, L.L.C. ("AGN").  The Company's executive offices are located at 7335
  South Lewis Avenue, Suite 204, Tulsa, Oklahoma 74136, and its telephone number
  is (918) 494-0576.
  
                                        -4-
  7
                                    RISK FACTORS
  
         PROSPECTIVE PURCHASERS OF THE SHARES SHOULD CAREFULLY CONSIDER THE
  FOLLOWING RISK FACTORS AS WELL AS THE OTHER INFORMATION CONTAINED IN THIS
  PROSPECTUS BEFORE MAKING AN INVESTMENT IN THE SHARES.
  
  PENDING INVESTIGATION
  
         On October 16, 1996, the Company was advised by the Office of the U.S.
  Attorney in Tulsa, Oklahoma (the "U.S.  Attorney"), that the Company was part
  of a criminal investigation to determine whether, in the opinion of the U.S.
  Attorney, the Company's MegaMania bingo game constituted Class II or Class III
  gaming, as defined by the Indian Gaming Regulatory Act of 1988 (the "Gaming
  Act"). MegaMania has been designed and is operated as a Class II game within
  the definition of bingo set forth in the Gaming Act.  In a written opinion
  dated July 10, 1996, the Company was informed by the National Indian Gaming
  Commission ("NIGC"), of the NIGC's determination that MegaMania constituted a
  Class II game.  The Company has relied on the NIGC's opinion in conducting its
  operations and believes that the NIGC made its determination with a complete
  and accurate understanding of the facts and the applicable law.  The Company is
  unaware of  any circumstances that would have caused the investigation by the 
  U.S. Attorney or on what basis the U.S. Attorney could conclude that MegaMania
  is not a Class II game.
  
         The Gaming Act classifies games that may be played on Indian land into
  three categories.  Class I gaming includes traditional Indian social and
  ceremonial games and is regulated only by the tribes.  Class II gaming includes
  bingo, pull-tabs, lotto, punch boards, tip jars, instant bingo, certain card
  games played under limited circumstances and other games similar to bingo if
  those games are played at the same location where bingo is played.  Class III
  gaming consists of all forms of gaming that are not Class I or Class II, such
  as video casino games, slot machines, most table games (e.g., blackjack and
  craps) and keno.
  
         Generally speaking, Class II gaming may be conducted on Indian lands if
  the state in which the Indian reservation is located permits such gaming for
  any purpose by any person.  Class III gaming, on the other hand, may only be
  conducted pursuant to a compact reached between the Indian tribe and the state
  in which the tribe is located.
  
         No assurances can be given that the U.S. Attorney will not conclude that
  MegaMania is Class III gaming.  If the U.S. Attorney does reach such a
  conclusion, the Company intends to vigorously defend its position that
  MegaMania is a Class II game.  No assurances can be given that the Company will
  be successful on the merits.  If MegaMania is ultimately determined to be Class
  III gaming, the loss of the MegaMania business would have a material adverse
  effect upon the Company's financial condition and results of operation.
  
  ACCUMULATED DEFICIT; UNCERTAIN PROFITABILITY
  
         Although the Company achieved net income of $40,000 in the fiscal year
  ended September 30, 1996 (as compared to $505,000 in the prior fiscal year),
  the Company has incurred an accumulated deficit of $2,574,000 since its
  inception in August 1991 through September 30, 1996.  For the three months
  ended December 31, 1996, the Company reported a net loss of $190,000 as
  compared to net income of $68,000 in the comparable period of the prior year.
  No assurances can be given that the Company will be able to attain or maintain
  profitable operations in the future.  In addition, such profits, if any, are
  not expected to be commensurate or proportional with any increases in revenues
  as the Company anticipates experiencing
  
                                        -5-
  8
  significant start-up costs related to the expansion of its MegaMania game, as
  well as increases in general and administrative expenses associated with
  satisfying the regulatory and other operating uncertainties facing the Company
  in the developing operating environment in which the Company conducts its
  business.
  
  GOVERNMENT REGULATION
  
         In doing business with Indian tribes and participating in tribal gaming
  activities, the Company is subject to various Federal regulations and laws
  regarding the manner in which business can be transacted.  The operation of
  gaming on Indian reservations is subject to the Gaming Act which also
  established the NIGC with the authority to promulgate rules and regulations to
  enforce certain aspects of the Gaming Act and to protect tribal interests
  involved in gaming activities.  The NIGC has previously given favorable rulings
  regarding the Company's Integrated Gaming Service Agreements with the tribes
  and has determined them to be service contracts rather than management
  contracts, thereby allowing the Company to obtain more favorable terms than
  would have been permitted had the agreements been determined to be management
  contracts.  On July 10, 1996, the NIGC issued its opinion that the Company's
  MegaMania game is a Class II rather than a Class III gaming activity.  There
  can be no assurance however, that the NIGC will not enact additional
  regulations or reinterpret existing regulations in a manner that would have a
  material and adverse effect upon the Company, including requiring the Company
  to restructure its existing arrangements with the tribes or requiring changes
  in the way the Company's games are conducted so that such games are classified
  as Class II.  There also can be no assurances that the pending investigation by
  the U.S. Attorney will not have a material and adverse effect upon the Company
  by requiring the Company to discontinue its MegaMania game or restructuring the
  game to meet the U.S. Attorney's definition of a Class II game.  Any such
  restructuring of the Company's games has the additional risk that such games
  will no longer appeal to consumers or be acceptable to the Tribes.  There can
  also be no assurance that the Gaming Act or other Federal laws will not be
  amended in response to pressure from state and local sources in such a manner
  so as to limit the authority of Tribes to self-regulate Class II gaming or to
  change the definition of Class II gaming.
  
  DEVELOPING OPERATING ENVIRONMENT
  
         The environment in which the Company conducts its business is relatively
  new and presents significant operating challenges and uncertainties.  The
  Gaming Act was adopted in 1988 and the development of the Federal, State and
  Tribal infrastructure to regulate the proliferation of Indian gaming activities
  has occurred only since that time.  Fundamental issues concerning the scope and
  intent of the Gaming Act remain unresolved.  The NIGC was not fully operational
  until February 1993, and prior to that the Bureau of Indian Affairs was
  responsible for certain functions now performed by the NIGC.  As a result, the
  adoption and implementation of regulations in furtherance of the Gaming Act
  have moved cautiously and there is a comparative lack of case law or
  interpretation of such regulations or of the Gaming Act.  Moreover, the Company
  is on the leading edge of the rapid advancement of technological innovation in
  gaming, and issues relating, for example, to electronic games or gaming on the
  Internet are either novel or lack historical precedent sufficient to enable the 
  Company to predict with certainty the outcome of planned actions.
  
  TRIBAL REGULATION
  
         Each Federally recognized Indian tribe has the standing of a sovereign
  nation.  As such, without approval from the tribes, the tribes cannot be sued
  or otherwise held accountable under any but tribal laws.  Each tribe which is a
  party to the Company's integrated service agreements has waived its sovereign
  immunity to the Company as it relates to equipment used in the conduct of games
  or to the revenues of the gaming facility.  Although the Company has never
  experienced any difficulties in this regard, there can be no assurance
  
                                        -6-
  9
  that a particular tribe will not invoke its sovereign immunities with respect
  to obligations and/or contracts with the Company which could have the effect of
  rendering the Company's contracts unenforceable.
  
         In addition, gaming on Indian lands is generally closely administered by
  Tribal officials.  Most Tribes have established a regulatory framework with
  agencies to administer the conduct of gaming on Indian lands.  These
  regulations generally include licensing and approval procedures and reporting
  and audit requirements.  Not all constituencies within each Indian tribe view
  gaming favorably, and changes in officials have in the past, and could in the
  future, result in a more difficult environment in which to conduct the
  Company's business at a particular Tribe.  Moreover, perceptions and attitudes
  concerning the integrity and morality of gaming are highly sensitive matters
  with most Tribes and seemingly minor or irrelevant matters, including rumor and
  innuendo about practices or personnel employed by the Company, can and have
  been used by competing Tribal constituencies as a basis for changing or
  attempting to change existing relationships between Tribes and their vendors.
  The Company expects this environment to continue in the future but believes
  that its sensitivity to these matters, and the personnel and policies it has in
  place, will enable it to effectively manage the issues that will inevitably
  arise.
  
  DEPENDANCE UPON TRIBAL CONTRACTS
  
         Virtually all of the Company's revenues are derived from contracts with
  Native Indian tribes.  The Company has written agreements with approximately 50
  Native Indian tribes that provide the Company with the exclusive right to
  conduct bingo operations in their respective Indian lands. No assurances can be
  given that any of such contracts will be renewed upon the expiration of their
  term or that, if renewed, the terms and conditions thereof will be favorable to
  the Company, nor can any assurances be given that a tribe or tribes will not
  cancel any of such agreements prior to the expiration of their stated term.  A
  failure to renew such contracts upon terms favorable to the Company or the
  cancellation of a significant number of such contracts would have a material
  adverse effect upon the Company's business and results of operations.
  
  CUSTOMER DEMAND; COMPETITION
  
         The Company's product development and marketing activities are based
  upon the Company's assessment of customer demand for gaming services in
  establishments in which the Company provides services. Significant changes in
  customer demand or preference for gaming products in a given geography,
  including competing gaming and other leisure activities, could have an adverse
  impact on the Company's business and results of operations.
  
  FUTURE FINANCING
  
         The Company's future business plans are dependent upon its ability to
  find financing on a timely basis with which to fund the Company's activities,
  including the placement of additional MegaMania player stations and related
  equipment and the development of new products. Any inability to obtain
  additional financing when needed could have a material adverse effect on the
  Company's ability to achieve its long-term objectives.  Moreover, any
  additional financing may involve substantial dilution to the Company's then
  existing shareholders.
  
  TECHNOLOGICAL INNOVATION
  
         The Company believes that an important factor to its future success will
  include its continued development of new products that appeal to the tastes of
  consumers and the introduction of such products in
  
                                        -7-
  10
  a timely manner.  Successful product development and introduction depends upon
  a number of factors, including the identification of products expected to
  appeal to consumer preferences and the timely completion of design and testing.
  Importantly, any new or modified gaming products will be designed and operated
  to meet the requirements of Class II gaming.  The Company expects to continue
  to solicit the approval of the NIGC that any new or modified gaming products
  meet the requirements of Class II gaming so the interpretations and policies of
  the NIGC with respect to the requirements for Class II gaming will also affect
  the timing and nature of any new products; however, the Company does not always
  expect to be able to obtain such approval prior to the introduction of new
  products.  As a result of these and other factors, there can be no assurance
  that the Company will continue to develop and introduce new products in a
  timely manner that will achieve commercial success.
  
  PRIZE FULFILLMENT
  
         The prizes awarded under the Company's bingo games are based upon
  attaining an assumed level of gross game receipts and statistical assumptions
  as to the frequency of winners.  To date, the Company has not experienced a
  "game deficit" where prize allocations have exceeded game revenues; however, no
  assurances can be given that the Company will not experience abnormally high
  rates of jackpot prize wins in the future.
  
  SIGNIFICANT OUTSTANDING OPTIONS AND WARRANTS
  
         As of January 31, 1997, there were outstanding immediately exercisable
  stock options to purchase an aggregate of 154,418 shares of Common Stock at
  exercise prices ranging from $1.50 to $2.75 per share, and outstanding
  immediately exercisable warrants to purchase an aggregate of 395,970 shares of
  Common Stock at exercise prices ranging from $1.50 to $6.60 per share. In
  addition, there were outstanding additional warrants to purchase an aggregate
  of 2,042,143 shares of Common Stock at an exercise price of $8.00 per share
  that become exercisable on August 12, 1997, and additional stock options to
  purchase 332,582 shares of Common Stock at exercise prices ranging from $1.50
  to $4.75 per share, that are generally exercisable in equal annual increments
  over the next four years commencing in October 1997 and an option exercisable
  commencing in August 1997 to exchange interests in AGN for up to 412,000 shares
  of Common Stock at the equivalent of $3.00 per share. The Company's Series A
  Preferred Stock is also immediately convertible into 671,590 shares of Common
  Stock at a conversion rate of five shares of Common Stock for each share of
  Series A Preferred Stock.  To the extent that such stock options, warrants and
  Series A Preferred Stock are exercised or converted, dilution to the Company's
  shareholders will occur.  Moreover, the terms upon which the Company will be
  able to obtain additional equity capital may be adversely affected, since the
  holders of such options, warrants and Series A Preferred Stock can be expected
  to exercise or convert them at a time when the Company would, in all
  likelihood, be able to obtain any needed capital on terms more favorable to the
  Company than the exercise terms provided in such securities.
  
  ABSENCE OF DIVIDENDS
  
         The Company has never declared or paid any cash dividends on its Common
  Stock.  The Company intends to retain its earnings, if any, to finance the
  growth and development of its business and therefore does not anticipate paying
  any cash dividends on its Common Stock in the foreseeable future.
  
                             FORWARD LOOKING STATEMENTS
  
         This Prospectus and the information incorporated herein by reference
  contains various "forward-looking statements" within the meaning of Federal and
  state securities laws, including those identified or predicated
  
                                        -8-
  11
  by the words "believes," "anticipates," "expects," "plans" or similar
  expressions.  Such statements are subject to a number of uncertainties that
  could cause the actual results to differ materially from those projected.  Such
  factors include, but are not limited to, those described under "Risk Factors".
  Given these uncertainties, prospective purchasers are cautioned not to place
  undue reliance upon such statements.
  
                                  USE OF PROCEEDS
  
         The Company will not receive any of the proceeds from the sale of any of
  the Shares by the Selling Stockholders.
  
                                SELLING STOCKHOLDERS
  
         The Shares are being registered for reoffers and resales by the Selling
  Stockholders named below who have acquired or who may acquire such Shares upon
  the exercise of options granted under the Plans. The Selling Stockholders may
  resell all, a portion, or none of such Shares.
  
         The Selling Stockholders and the number of options and shares of Common
  Stock owned by each may be amended from time to time by use of a prospectus
  supplement to this Prospectus filed pursuant to Rule 424(b) under the
  Securities Act to reflect the addition of new participants under the 1996 Plan
  who are deemed "affiliates" of the Company or to reflect the receipt by
  existing affiliates of additional awards  under the 1996 Plan.
  
         The following table sets forth for each Selling Stockholder, as of
  January 31, 1997, the number of shares of Common Stock beneficially owned by
  such Selling Stockholder prior to this offering, the maximum number of Shares
  to be offered and sold from time to time by such Selling Stockholder  and the
  number of shares of Common Stock to be beneficially owned by such Selling
  Stockholder after this offering.
  Shares                             Shares
                                                                             Beneficially         Shares       Beneficially
                                                                             Owned Prior           Being        Owned After
                                                                            to Offering(1)      Offered(2)     Offering (3)
  Name                                                                          Number            Number          Number  
  ----                                                                      -------------       ----------     ------------
  Larry D. Montgomery (4)                                                        84,684            68,000         42,184
  Daniel J. Sarnoff (5)                                                          46,607            74,000          7,273
  Gordon T. Sjodin (6)                                                           46,358            54,500         22,733
  Michael E. Newell (7)                                                          22,389            43,000          4,119
  Frederick E. Roll (8)                                                          16,149            42,500            534
  Gregory T. Stern (9)                                                           13,334            20,000           --
  Mike Howard (10)                                                               11,250            11,250           --
                                                                                  -----             -----             
  
       Total Selling Stockholders                                               240,681           313,250         76,863
                                                                                =======           =======         ======
  ----------------------                                                        
  
                                        -9-
  12
  
  (1) Calculated pursuant to Rule 13d-3 under the Exchange Act.  Under Rule
      13d-3(d), shares that are not outstanding but that are subject to options,
      warrants, rights or conversion privileges exercisable within 60 days, are
      deemed outstanding for the purpose of calculating the number of shares
      beneficially owned by such person.
  
  (2) Consists of Shares that may be acquired upon the exercise of all options
      granted and outstanding to the named persons under the Plans, whether or not
      such options are currently exercisable or are exercisable within 60 days.
      In connection with a November 1996 private placement of securities by the
      Company in which Walsh Manning acted as the Company's Placement Agent, each
      Selling Stockholder agreed  (i)  not to sell any of such Shares prior to
      November 1997 without the consent of Walsh Manning, and (ii) granted to
      Walsh Manning a right of first refusal to purchase any such Shares proposed
      to be sold by the Selling Stockholder; provided that, the agreement referred
      to in clause (i) above does not apply to up to 10,000 shares sold by each
      Selling Stockholder (subject to an aggregate limitation of 90,000 shares
      for all Selling Stockholders and each other officer of the Company that has
      executed a similar agreement with Walsh Manning).
  
  (3) Assumes the sale of all Shares being offered hereby.
  
  (4) Mr. Montgomery is the President, Chief Operating Officer and a Director of
      the Company.  Shares beneficially owned prior to the offering consist of:
      (i) 30,000 shares owned of record by Mr. Montgomery, (ii) 39,250 shares
      issuable upon the exercise of currently exercisable stock options, (iii)
      3,250 shares issuable upon the exercise of stock options that become
      exercisable within the next 60 days,  (iv) 5,129 shares issuable upon the
      exercise of currently exercisable warrants and (v) 7,055 shares issuable
      upon conversion of shares of Series A Preferred Stock.    Shares
      beneficially owned after the offering consist of: (i) 30,000 shares owned
      of record by Mr. Montgomery, (ii) 5,129 shares issuable upon the exercise
      of currently exercisable warrants, and (v) 7,055 shares issuable upon
      conversion of shares of Series A Preferred Stock.
  
  (5) Mr. Sarnoff is a Vice President of the Company and a nominee for election as
      a Director at the March 29, 1997, Annual Meeting of shareholders. Shares
      beneficially owned prior to the offering consist of (i) 39,334 shares
      issuable upon the exercise of currently exercisable stock options, and (ii)
      7,273 shares issuable upon the exercise of currently exercisable warrants.
      Shares beneficially owned after the offering consist of 7,273 shares
      issuable upon the exercise of currently exercisable warrants.
  
  (6) Mr. Sjodin is the Executive Vice President of the Company.  Shares
      beneficially owned prior to the offering consist of: (i) 11,750 shares owned
      of record or beneficially by Mr. Sjodin, (ii) 22,500 shares issuable upon
      the exercise of currently exercisable stock options, (iii) 1,125 shares
      issuable upon the exercise of stock options that become exercisable within
      the next 60 days,  (iv) 4,623 shares issuable upon the exercise of currently
      exercisable  warrants, and (v) 6,360 shares issuable upon conversion of
      shares of Series A Preferred Stock.    Shares beneficially owned after the
      offering consist of: (i) 11,750 shares owned of record or beneficially by
      Mr. Sjodin, (ii) 4,623 shares issuable upon the exercise of currently
      exercisable warrants, and (iii) 6,360 shares issuable upon conversion of
      shares of Series A Preferred Stock.
  
  (7) Mr. Newell is a Vice President of the Company.  Shares beneficially owned
      prior to the offering consist of: (i) 400 shares owned of record by Mr.
      Newell, (ii) 18,250 shares issuable upon the exercise of currently
      exercisable stock options, (iii) 1,564 shares issuable upon the exercise of
      currently exercisable warrants and (iv) 2,155 shares issuable upon
      conversion of shares of Series A Preferred Stock.    Shares beneficially
      owned after the offering consist of: (i) 400 shares owned of record by Mr.
      Newell, (ii) 1,564 shares issuable upon the exercise of currently
      exercisable warrants and (iii) 2,155 shares issuable upon conversion of
      shares of Series A Preferred Stock.
  
  (8) Mr. Roll  is a Vice President, Secretary, Treasurer and Chief Financial
      Officer of the Company.  Shares beneficially owned prior to the offering
      consist of: (i) 15,625 shares issuable upon the exercise of currently
      exercisable stock options, (ii) 224 shares issuable upon the exercise of
      currently exercisable warrants and (iii) 310 shares issuable upon conversion
      of shares of Series A Preferred Stock.   Shares beneficially owned after the
      offering consist of (i) 224 shares issuable upon the exercise of currently
      exercisable warrants and (ii) 310 shares issuable upon conversion of shares
      of Series A Preferred Stock.
  
                                        -10-
  13
  (9)    Mr. Stern is a Director of the Company.  Shares beneficially owned prior
         to offering consist of shares issuable upon the exercise of currently
         exercisable stock options
  
  (10)   Mr. Howard is a former Vice President and Chief Financial Officer of the
         Company.  Consists of Shares acquired upon the exercise of stock options
         granted under the 1994 Employee Stock Option Plan.
  
                                PLAN OF DISTRIBUTION
  
      The Company will not receive any proceeds from the sale of the Shares by a
  Selling Stockholder.  Each of the Selling Stockholders may sell his or her
  Shares directly or through broker-dealers or underwriters who may act solely as
  agents, or who may acquire Shares as principals.  The Shares may be sold from
  time to time by the Selling Stockholders, or by pledgees, donees, transferees
  or other successors in interest to the Selling Stockholders.  The distribution
  of the Shares may be effected in one or more transactions that may take place
  through the Nasdaq Small Cap Market, including block trades or ordinary
  broker's transactions, or through privately negotiated transactions, or through
  an underwritten public offering, or through a combination of any such methods
  of sale, at market prices prevailing at the time of sale, at prices related to
  such prevailing market prices or at negotiated prices.  Usual and customary or
  specifically negotiated brokerage fees or commissions may be paid by the
  Selling Stockholders in connection with such sales.
  
      The aggregate proceeds to the Selling Stockholders from the sale of the
  Shares will be the purchase price of the Shares sold less the aggregate agents'
  commissions and underwriters' discounts, if any, and other expenses of issuance
  and distribution not borne by the Company.  The Selling Stockholders and any
  dealers or agents that participate in the distribution of the Shares may be
  deemed to be "underwriters" within the meaning of the Securities Act, and any
  profit on the sale of the Shares by them and any commissions received by any
  such dealers or agents may be deemed to be underwriting discounts and
  commissions under the Securities Act.
  
      The Selling Stockholders may effect transactions by selling the Shares
  directly or through broker-dealers acting either as principal or as agent, and
  such broker-dealers may receive compensation in the form of usual and customary
  or specifically negotiated underwriting discounts, concessions or commissions
  from the Selling Stockholders. Each Selling Stockholder has entered into a
  "lock-up" agreement with Walsh Manning pursuant to which each Selling
  Stockholder has agreed not to sell any shares (including the Shares) owned by
  the Selling Stockholder prior to November 1997 without the consent of Walsh
  Manning; provided that, each Selling Stockholder may sell up to 10,000 shares
  without the consent of Walsh Manning so long as the aggregate number of shares
  sold by all Selling Stockholders and each other officer of the Company that has
  executed a similar "lock-up" agreement with Walsh Manning does not exceed
  90,000 shares. In addition, each Selling Stockholder has granted to Walsh
  Manning a right of first refusal to purchase any shares (including the Shares)
  proposed to be sold by such Selling Stockholder.
  
      The Company has advised the Selling Stockholders of the provisions of
  Regulation M under the Exchange Act and its applicability to their sales in the
  market, has furnished each Selling Stockholder with a copy of Regulation M and
  has informed them of the need for delivery of copies of this Prospectus.  There
  can be no assurance that any of the Selling Stockholders will sell any of the
  shares of Common Stock offered by them hereunder.
  
                                      EXPERTS
  
      The consolidated balance sheet of the Company as of September 30, 1996, and
  the related consolidated statements of operations, changes in stockholders'
  equity (deficit) and cash flows for each of the two years in
  
                                        -11-
  14
  the period ended September 30, 1996, incorporated by reference in this
  Prospectus and in the Registration Statement of which this Prospectus forms a
  part, have been incorporated herein in reliance on the report of Coopers &
  Lybrand L.L.P., independent accountants, given on the authority of said firm as
  experts in accounting and auditing.
  
                                   LEGAL MATTERS
  
      The validity of the shares of Common Stock offered hereby has been passed
  upon for the Company by Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.,
  Tulsa, Oklahoma.  Attorneys who are shareholders or employed by Hall, Estill,
  Hardwick, Gable, Golden & Nelson, P.C. and who have provided advice with respect
  to this offering own, in the aggregate, less than $50,000 of all securities of
  the Company.
  
                DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                           FOR SECURITIES ACT LIABILITIES
  
      The Company's By-Laws authorize the Company to indemnify any present or
  former director, officer, employee, or agent of the Company, or a person
  serving in a similar post in another organization at the request of the
  Company, against expenses, judgments, fines, and amounts paid in settlement
  incurred by him in connection with any threatened, pending, or completed
  action, suit, or proceeding, whether civil, criminal, administrative, or
  investigative, to the fullest extent not prohibited by the Texas Business
  Corporation Act, public policy or other applicable law.  Article 202 of the
  Texas Business Corporation Act authorizes a corporation to indemnify its
  directors, officers, employees, or agents in terms sufficiently broad to permit
  such indemnification under certain circumstances for liabilities (including
  provisions permitting advances for expenses incurred) arising under the Act.
  
      Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers, or persons controlling the Company
  pursuant to the foregoing provisions, the Company has been informed that in the
  opinion of the Commission such indemnification is against public policy as
  expressed in the Securities Act and is therefore unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the Company of expenses incurred or paid by a director, officer or
  controlling person of the Company in the successful defense of any action, suit
  or proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Company will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
                                        -12-
  15
                                                                                  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information
  
           The documents containing the information specified in Part I of this
  Registration Statement will be sent or given to employees as specified by Rule
  428(b)(1) of the Securities Act . Such documents are not required to be and are
  not filed with the Commission  either as part of this Registration Statement or
  as prospectuses or prospectus supplements pursuant to Rule 424. These documents
  and the documents incorporated by reference in this Registration Statement
  pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a
  prospectus that meets the requirements of Section 10(a) of the Securities Act.
  
  Item 2.  Registrant Information and Employee Plan Annual Information.
  
           Upon written or oral request, any of the documents incorporated by
  reference in Item 3 of Part II of this Registration Statement (which documents
  are incorporated by reference in this Section 10(a) Prospectus), other
  documents required to be delivered to Plan participants pursuant to Rule 428(b)
  or additional information about the Plans and their administrators are
  available without charge by contacting:
  
                               Multimedia Games, Inc.
                         7335 South Lewis Avenue, Suite 204
                               Tulsa, Oklahoma 74136
                                   (918) 494-0576
                            Frederick E. Roll, Secretary
  
                                      PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents previously filed with the Commission by the
  Company (Commission File No. 0-28318) for purposes of the information reporting
  requirements of the Exchange Act are incorporated herein by reference:
  
           1.      the Company's Annual Report on Form 10-KSB for the year ended
  September 30, 1996;
  
           2.      the Company's Quarterly Report on Form 10-QSB for the three
  months ended December 31, 1996; and
  
           3.      the description of the Company's Common Stock contained in the
  Company's Registration Statement on Form 8-A dated April 22, 1996.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
  prior to the termination of this offering shall be deemed to
  
                                        -13-
  16
  be incorporated herein by reference and to be a part hereof from the date of
  filing of such documents.  Any statement contained in a document incorporated
  or deemed to be incorporated herein by reference will be deemed to be modified
  or superseded for purposes hereof to the extent that a statement contained
  herein or in any other subsequently filed document which also is or is deemed
  to be incorporated herein by reference modifies or supersedes such statement.
  Any such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part hereof .
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
    Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
    None
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
    See "Disclosure of Commission Position on Indemnification For Securities Act
    Liabilities" in the Prospectus.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
  
    Not applicable.
  
  ITEM 8.  EXHIBITS
  
    Exhibit No.              Title
  
    4.1                      *Articles of Incorporation
    4.2                      *Bylaws
    4.3                      *Stock Option Agreement dated October 24,
                             1992 between the Company
                             and Larry Montgomery
    4.4                      *1994 Employee Stock Option Plan
    4.5                      *1994 Director Stock Option Plan
    4.6                      **1996 Stock Incentive Plan
    5.1                      Opinion of Hall, Estill, Hardwick, Gable, Golden &
                             Nelson, P.C.
    23.1                     Consent of Coopers & Lybrand L.L.P.
    23.2                     Consent of Hall, Estill, Hardwick, Gable, Golden &
                             Nelson, P.C. (included in Exhibit 5.1)
    24.1                     Power of Attorney (included on page 17)
  ---------------
  
  *         Indicates incorporated by reference to the Company's Form 10-KSB
            filed with the Commission for the fiscal year ended September 30,
            1994.
  
  **        Indicates incorporated by reference to the Company's Form 10-KSB
            filed with the Commission for the fiscal year ended September 30,
            1996.
  
                                        -14-
  17
    ITEM 9.  UNDERTAKINGS
  
           (a)     The undersigned Registrant hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
  are being made, a post-effective amendment to this Registration Statement to;
  
                   (i)      include any prospectus required by Section 10(a)(3)
           of the Securities Act of 1933;
  
                   (ii)     reflect in the prospectus any facts or events arising
           after the effective date of the registration statement (or the most
           recent post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in the registration statement.  Notwithstanding the foregoing, any
           increase or decrease in volume of securities offered (if the total
           dollar value of securities offered would not exceed that which was
           registered) and any deviation from the low or high end of the
           estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           a 20 percent change in the maximum aggregate offering price set forth
           in the "Calculation of Registration Fee" table in the effective
           registration statement; and
  
                   (iii) include any additional or changed material information
           with respect to the plan of distribution not previously disclosed in
           the registration statement or any material change to such information
           in the registration statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to Section 13 or 15(d) or the Securities
  Exchange Act of 1934 that are incorporated by reference in the registration
  statement.
  
                   (2)      That, for the purpose of determining any liability
  under the Securities Act of 1933, each such post-effective amendment shall be
  deemed to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
                   (3)      To remove from registration by means of a
  post-effective amendment any of the securities being registered which remain
  unsold at the termination of the offering.
  
           (b)     The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
  the Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c)     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense
  
                                        -15-
  18
  of any action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  Registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Act and will be governed by the final adjudication of such
  issue.
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement, or amendment thereto, to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma
  on the 11th day of March, 1997.
  
                            MULTIMEDIA GAMES, INC.
  
                            By: /s/ GORDON T. GRAVES 
                               ----------------------------------
                               Name: Gordon T. Graves 
                               Title: Chairman of the Board
  
                                        -16-
  19
                                 POWER OF ATTORNEY
  
        Know all men by these presents, that each person whose signature appears
  below constitutes and appoints Gordon T.  Graves and Frederick E. Roll, and
  each of them singly, his or her true and lawful attorneys-in-fact and agents,
  with full power of substitution and resubstitution, for him or her and in his
  or her name, place and stead, in any and all capacities (including his or her
  capacity as a director or officer of Multimedia Games, Inc.) to sign any and
  all amendments (including post-effective amendments) to this Registration
  Statement, and to file the same, with all exhibits thereto, and other documents
  in connection therewith, with the Securities and Exchange Commission, granting
  unto said attorneys-in-fact and agents, and each of them, full power and
  authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises, as fully to all intents and
  purposes as he or she might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents or any of them, or their
  or his or her substitute or substitutes, may lawfully do or cause to be done by
  virtue thereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  /s/ GORDON T. GRAVES
  ----------------------     Chairman of the Board
  Gordon T. Graves           Chief Executive
                             Officer and Director          Dated: March 11, 1997
  
  /s/ LARRY D. MONTGOMERY                          
  ----------------------     President and Chief
  Larry D. Montgomery        Operating Officer
                             and Director                  Dated: March 11, 1997
  
  /s/ FREDERICK E. ROLL                                       
  ----------------------     Vice President, Controller    
  Frederick E. Roll          and Chief Financial
                             Officer                       Dated: March 11, 1997
                                                
  /s/ GREGORY N. STERN
  ----------------------     Director                      Dated: March 11, 1997
  Gregory N. Stern             
                            
  
                                        -17-
  20
                                  Exhibit Index
  
           Exhibit No.                   Title
  
           4.1                           *Articles of Incorporation
           4.2                           *Bylaws
           4.3                           *Stock Option Agreement dated October 24,
                                         1992 between the Company
                                         and Larry Montgomery
           4.4                           *1994 Employee Stock Option Plan
           4.5                           *1994 Director Stock Option Plan
           4.6                           **1996 Stock Incentive Plan
           5.1                           Opinion of Hall, Estill, Hardwick, Gable,
                                         Golden & Nelson
           23.1                          Consent of Coopers & Lybrand L.L.P.
           23.2                          Consent of Hall, Estill, Hardwick, Gable,
                                         Golden & Nelson (included in Exhibit 5.1)
           24.1                          Power of Attorney (included on page 17)
  
  -------------
  *        Indicates incorporated by reference to the Company's Form 10-KSB filed
           with the Commission for the fiscal year ended September 30, 1994.
  
  **       Indicates incorporated by reference to the Company's Form 10-KSB filed
           with the Commission for the fiscal year ended September 30, 1996.