content: <PAGE>   1
  As filed with the Securities and Exchange Commission on November 1, 1999
                                                        Registration No. 333-
  
  ================================================================================
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                      ---------
  
  
                    BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
               (Exact name of registrant as specified in its charter)
  
  
             COLORADO                                              84-1158484
  (State or other jurisdiction of                               (I.R.S. Employer
  incorporation or organization)                               Identification No.)
  
                                       BOX 21
                                   240 MAIN STREET
                             BLACK HAWK, COLORADO 80422
                                   (303) 582-1117
            (Address, including zip code, and telephone number, including
               area code, of registrant's principal executive offices)
  
                                     ----------
  
                     1994 EMPLOYEES' INCENTIVE STOCK OPTION PLAN
                          1996 INCENTIVE STOCK OPTION PLAN
                              (Full title of the plan)
  
                                     ----------
  
                            COPIES OF COMMUNICATIONS TO:
  
                                SAMUEL E. WING, ESQ.
                                JONES & KELLER, P.C.
                              1625 BROADWAY, SUITE 1600
                               DENVER, COLORADO 80202
                                   (303) 573-1600
                  (Name, address, including zip code, and telephone
                 number, including area code, of agent for service)
  
                                     ----------
  
  
  <PAGE>   2
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                              Proposed maximum          Proposed maximum
    Title of each class of             Amount to               offering price               aggregate                 Amount of
  securities to be registered       be registered(1)            per share                offering price          registration fee
  ---------------------------       ----------------            ---------                --------------          ----------------
  <S>                               <C>                       <C>                       <C>                      <C>
  Common Stock                           412,050                   $5.63                    $2,319,841             $  644.92(2)
  
  Common Stock                            35,000                   $5.81                    $  203,350             $   56.53(2)
  
  Common Stock                            35,000                   $6.19                    $  216,650             $   60.23(2)
  
  Common Stock                            45,000                   $6.75                    $  303,750             $   84.44(2)
  
  Common Stock                             1,000                   $7.75                    $    7,750             $    2.15(2)
  
  Common Stock                             3,000                   $7.88                    $   23,640             $    6.57(2)
  
  Common Stock                            59,250                   $8.38                    $  496,515             $  138.03(2)
  
  Common Stock                            89,200                   $5.38(3)                 $  479,896             $  133.41(3)
                                         -------
                Total                    679,500                                            $4,051,392             $1,126.28
                                         =======
  </TABLE>
  
  
  (1)  Any additional shares of Common Stock to be issued as a result of stock
       dividends, stock splits, or similar transactions shall be covered by this
       Registration Statement.
  
  (2)  Calculated in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended.
  
  (3)  Calculated in accordance with Rule 457(c) under the Securities Act of 1933,
       as amended.
  
  
                                         2
  <PAGE>   3
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           Note: The documents containing the 1994 Employees' Incentive Stock
  Option Plan and the 1996 Incentive Stock Option Plan required by Item 1 of Form
  S-8 will be sent or given to the pertinent individual(s) as specified by Rule
  428 under the Securities Act of 1933, as amended (the "Securities Act"). In
  accordance with Rule 428 and the requirements of Part I of Form S-8, such
  documents are not being filed with the Securities and Exchange Commission (the
  "Commission") either as part of this Registration Statement or as prospectuses
  or prospectus supplements pursuant to Rule 424 under the Securities Act. The
  Registrant shall maintain a file of such documents in accordance with the
  provisions of Rule 428. Upon request, the Registrant shall furnish to the
  Commission or its staff a copy or copies of all of the documents included in
  such file.
  
  
                                          3
  
  <PAGE>   4
  
                                       PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
           We file annual, quarterly and special reports, proxy statements and
  other information with the SEC. You may read and copy any document we file with
  the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
  Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
  information on the public reference room. Our SEC filings are also available to
  the public at the SEC's web site at http://www.sec.gov.
  
           The SEC allows us to "incorporate by reference" the information we file
  with them, which means that we can disclose important information to you by
  referring you to those documents. The information incorporated by reference is
  considered to be part of this Prospectus, and information that we file later
  with the SEC will automatically update and supersede this information. We
  incorporate by reference the documents listed below and any future filings we
  will made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
  Securities Exchange Act of 1934, as amended. This Prospectus is part of a
  Registration Statement we filed with the SEC. The documents we incorporate by
  reference are:
  
           A. our Annual Report on Form 10-K for the Fiscal Year Ended December
  31, 1998;
  
           B.  our Quarterly Report on Form 10-Q for the quarter ended June 30,
  1999;
  
           C. the description of our Common Stock which is contained in Items 1
  and 2 of our Registration Statement on Form 8-A filed pursuant to Section 12 of
  the Exchange Act on May 13, 1993.
  
           D. all documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
  of the Exchange Act after the date of this Prospectus and prior to the
  termination of the offering of the shares offered hereby.
  
           The Company will provide without charge to each person to whom a copy
  of this Prospectus has been delivered, on the written or oral request of such
  person, a copy of any or all of the documents referred to above which have been
  or may be incorporated in this Prospectus by reference, other than exhibits to
  such documents, and any or all other documents required to be delivered to
  employees of the Company pursuant to Rule 428(b) under the Securities Act.
  Written requests or requests by telephone for such copies, or additional
  information about the Plan and its administrator, should be directed to Stan
  Politano, Black Hawk Gaming & Development Company, Inc., Box 21, Black Hawk,
  Colorado 80422, (303) 582-1117.
  
  Item 4. Description of Securities.
  
           Not applicable.
  
  
                                          4
  
  <PAGE>   5
  
  
  Item 5. Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6. Indemnification of Directors and Officers.
  
           Our Bylaws requires us to indemnify, to the fullest extent authorized
  by applicable law, any person who is or is threatened to be made a party to any
  civil, criminal, administrative, investigative, or other action or proceeding
  instituted or threatened by reason of the fact that he is or was our director or
  officer or is or was serving at our request as a director of officer of another
  corporation, partnership, joint venture, trust or other enterprise.
  
           Our Articles of Incorporation provides that, to the fullest extent
  permitted by Colorado law, our directors and officers shall not be liable to us
  or any of our shareholders for damages caused by a breach of fiduciary duty by
  such director or officers.
  
           Sections 7-109-102 and 103 of the Colorado Business Corporation Act
  ("CBCA") authorize the indemnification of directors and officers against
  liability incurred by reason of being a director or officer and against expenses
  (including attorney's fees) judgments, fines and amounts paid in settlement and
  reasonably incurred in connection with any action seeking to establish such
  liability, in the case of third-party claims, if the officer or director acted
  in good faith and in a manner he reasonably believed to be in or not opposed to
  the best interests of the corporation, and in the case of actions by or in the
  right of the corporation, if the officer or director acted in good faith and in
  a manner he reasonably believed to be in or not opposed to the best interest of
  the corporation and if such officer or director shall not have been adjudged
  liable to the corporation, unless a court otherwise determines. Indemnification
  is also authorized with respect to any criminal action or proceeding where the
  officer or director also had no reasonable cause to believe his conduct was
  unlawful.
  
           We have entered into indemnification agreements with our executive
  officers and directors which provide for certain defense costs and
  reimbursements.
  
           The above discussion of our Articles of Incorporation, bylaws, the CBCA
  and the indemnification agreements is only a summary and is qualified in its
  entirety by the full text of each of the foregoing.
  
           The Company also carries a Directors' and Officers' Liability Insurance
  policy for its executive officers and directors.
  
  Item 7. Exemption from Registration Claimed.
  
           Not applicable.
  
  
                                          5
  
  <PAGE>   6
  
  
  Item 8. Exhibits.
  
           The following documents are filed as a part of this registration
  statement.
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number            Description
  -------           -----------
  <S>               <C>
  5                 Opinion of Jones & Keller, P.C. regarding legality of securities.
  
  23.1              Consent of Deloitte & Touche LLP.
  
  23.2              Consent of Jones & Keller, P.C. (included in their opinion filed as Exhibit 5).
  
  24                Power of Attorney (see signature page of this Registration Statement).
  </TABLE>
  
  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 include
  any 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;
  
                    (2) that, for the purpose of determining any liability under
  the Securities Act of 1933, as amended (the "Securities Act"), 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; and
  
                    (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, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) 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 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 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 Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  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 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 of 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.
  
  
                                          6
  
  <PAGE>   7
  
  
                                     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 to be signed on its behalf by the undersigned, thereunto duly
  authorized in the City of Black Hawk, State of Colorado, on October 28, 1999.
  
                                     BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
  
  
                                              By:  /s/ Stephen R. Roark
                                                   -------------------------------
                                                   Stephen R. Roark, President
  
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below constitutes and appoints
  Stephen R. Roark as attorney-in-fact, with the power of substitution for him in
  any and all capacities, to sign any amendment to this Registration Statement and
  to file the same, with exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, granting to said
  attorney-in-fact, full power and authority to do and perform each and every act
  and thing requisite and necessary to be done in connection therewith, as fully
  to all intents and purposes as he might or could do in person hereby ratifying
  and confirming all that said attorney-in-fact, or his substitutes, may lawfully
  do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated.
  
  
  <TABLE>
  <CAPTION>
             Signature                               Title                     Date
             ---------                               -----                     ----
  <S>                                        <C>                          <C>
  By:  /s/ Jeffrey P. Jacobs                 Co-Chairman and Chief        October 28, 1999
       -------------------------             Executive Officer
       Jeffrey P. Jacobs
  
  
  By:  /s/ Stephen R. Roark                  President and Chief          October 28, 1999
       -------------------------             Financial and Accounting
       Stephen R. Roark                      Officer
  
  
  By:  /s/ Frank B. Day                      Director                     October 28, 1999
       -------------------------
       Frank B. Day
  
  
  By:  /s/ J. Patrick McDuff                 Director                     October 28, 1999
       -------------------------
       J. Patrick McDuff
  
  
  By:  /s/ Robert H. Hughes                  Director                     October 28, 1999
       -------------------------
       Robert H. Hughes
  
  
  By:  /s/ Timothy Knudsen                   Director                     October 28, 1999
       -------------------------
       Timothy Knudsen
  </TABLE>
  
  
  <PAGE>   8
  
  
                                  INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number            Description
  -------           -----------
  <S>               <C>
  5                 Opinion of Jones & Keller, P.C. regarding legality of securities.
  
  23.1              Consent of Deloitte & Touche LLP.
  
  23.2              Consent of Jones & Keller, P.C. (included in their opinion filed as Exhibit 5).
  
  24                Power of Attorney (see signature page of this Registration Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17586}]
metadata_filer: {"company-data": {"conformed-name": "BLACK HAWK GAMING & DEVELOPMENT CO INC", "cik": "0000896495", "assigned-sic": "7011", "irs-number": "841158484", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90067", "film-number": "99738575"}, "business-address": {"street1": "240 MAIN ST BOX S", "city": "BLACK HAWK", "state": "CO", "zip": "80422", "phone": "3035821117"}, "mail-address": {"street1": "240 MAIN ST BOX S", "city": "BLACK HAWK", "state": "CO", "zip": "80422"}}
text: 1
  As filed with the Securities and Exchange Commission on November 1, 1999
                                                        Registration No. 333-
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                      ---------
  
                    BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
               (Exact name of registrant as specified in its charter)
  
             COLORADO                                              84-1158484
  (State or other jurisdiction of                               (I.R.S. Employer
  incorporation or organization)                               Identification No.)
  
                                       BOX 21
                                   240 MAIN STREET
                             BLACK HAWK, COLORADO 80422
                                   (303) 582-1117
            (Address, including zip code, and telephone number, including
               area code, of registrant's principal executive offices)
  
                                     ----------
  
                     1994 EMPLOYEES' INCENTIVE STOCK OPTION PLAN
                          1996 INCENTIVE STOCK OPTION PLAN
                              (Full title of the plan)
  
                                     ----------
  
                            COPIES OF COMMUNICATIONS TO:
  
                                SAMUEL E. WING, ESQ.
                                JONES & KELLER, P.C.
                              1625 BROADWAY, SUITE 1600
                               DENVER, COLORADO 80202
                                   (303) 573-1600
                  (Name, address, including zip code, and telephone
                 number, including area code, of agent for service)
  
                                     ----------
  2
  
                           CALCULATION OF REGISTRATION FEE
  Proposed maximum          Proposed maximum
    Title of each class of             Amount to               offering price               aggregate                 Amount of
  securities to be registered       be registered(1)            per share                offering price          registration fee
  ---------------------------       ----------------            ---------                --------------          ----------------
  Common Stock                           412,050                   $5.63                    $2,319,841             $  644.92(2)
  
  Common Stock                            35,000                   $5.81                    $  203,350             $   56.53(2)
  
  Common Stock                            35,000                   $6.19                    $  216,650             $   60.23(2)
  
  Common Stock                            45,000                   $6.75                    $  303,750             $   84.44(2)
  
  Common Stock                             1,000                   $7.75                    $    7,750             $    2.15(2)
  
  Common Stock                             3,000                   $7.88                    $   23,640             $    6.57(2)
  
  Common Stock                            59,250                   $8.38                    $  496,515             $  138.03(2)
  
  Common Stock                            89,200                   $5.38(3)                 $  479,896             $  133.41(3)
                                         -------
                Total                    679,500                                            $4,051,392             $1,126.28
                                         =======
  (1)  Any additional shares of Common Stock to be issued as a result of stock
       dividends, stock splits, or similar transactions shall be covered by this
       Registration Statement.
  
  (2)  Calculated in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended.
  
  (3)  Calculated in accordance with Rule 457(c) under the Securities Act of 1933,
       as amended.
  
                                         2
  3
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           Note: The documents containing the 1994 Employees' Incentive Stock
  Option Plan and the 1996 Incentive Stock Option Plan required by Item 1 of Form
  S-8 will be sent or given to the pertinent individual(s) as specified by Rule
  428 under the Securities Act of 1933, as amended (the "Securities Act"). In
  accordance with Rule 428 and the requirements of Part I of Form S-8, such
  documents are not being filed with the Securities and Exchange Commission (the
  "Commission") either as part of this Registration Statement or as prospectuses
  or prospectus supplements pursuant to Rule 424 under the Securities Act. The
  Registrant shall maintain a file of such documents in accordance with the
  provisions of Rule 428. Upon request, the Registrant shall furnish to the
  Commission or its staff a copy or copies of all of the documents included in
  such file.
  
                                          3
  4
  
                                       PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
           We file annual, quarterly and special reports, proxy statements and
  other information with the SEC. You may read and copy any document we file with
  the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
  Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
  information on the public reference room. Our SEC filings are also available to
  the public at the SEC's web site at http://www.sec.gov.
  
           The SEC allows us to "incorporate by reference" the information we file
  with them, which means that we can disclose important information to you by
  referring you to those documents. The information incorporated by reference is
  considered to be part of this Prospectus, and information that we file later
  with the SEC will automatically update and supersede this information. We
  incorporate by reference the documents listed below and any future filings we
  will made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
  Securities Exchange Act of 1934, as amended. This Prospectus is part of a
  Registration Statement we filed with the SEC. The documents we incorporate by
  reference are:
  
           A. our Annual Report on Form 10-K for the Fiscal Year Ended December
  31, 1998;
  
           B.  our Quarterly Report on Form 10-Q for the quarter ended June 30,
  1999;
  
           C. the description of our Common Stock which is contained in Items 1
  and 2 of our Registration Statement on Form 8-A filed pursuant to Section 12 of
  the Exchange Act on May 13, 1993.
  
           D. all documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
  of the Exchange Act after the date of this Prospectus and prior to the
  termination of the offering of the shares offered hereby.
  
           The Company will provide without charge to each person to whom a copy
  of this Prospectus has been delivered, on the written or oral request of such
  person, a copy of any or all of the documents referred to above which have been
  or may be incorporated in this Prospectus by reference, other than exhibits to
  such documents, and any or all other documents required to be delivered to
  employees of the Company pursuant to Rule 428(b) under the Securities Act.
  Written requests or requests by telephone for such copies, or additional
  information about the Plan and its administrator, should be directed to Stan
  Politano, Black Hawk Gaming & Development Company, Inc., Box 21, Black Hawk,
  Colorado 80422, (303) 582-1117.
  
  Item 4. Description of Securities.
  
           Not applicable.
  
                                          4
  5
  
  Item 5. Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6. Indemnification of Directors and Officers.
  
           Our Bylaws requires us to indemnify, to the fullest extent authorized
  by applicable law, any person who is or is threatened to be made a party to any
  civil, criminal, administrative, investigative, or other action or proceeding
  instituted or threatened by reason of the fact that he is or was our director or
  officer or is or was serving at our request as a director of officer of another
  corporation, partnership, joint venture, trust or other enterprise.
  
           Our Articles of Incorporation provides that, to the fullest extent
  permitted by Colorado law, our directors and officers shall not be liable to us
  or any of our shareholders for damages caused by a breach of fiduciary duty by
  such director or officers.
  
           Sections 7-109-102 and 103 of the Colorado Business Corporation Act
  ("CBCA") authorize the indemnification of directors and officers against
  liability incurred by reason of being a director or officer and against expenses
  (including attorney's fees) judgments, fines and amounts paid in settlement and
  reasonably incurred in connection with any action seeking to establish such
  liability, in the case of third-party claims, if the officer or director acted
  in good faith and in a manner he reasonably believed to be in or not opposed to
  the best interests of the corporation, and in the case of actions by or in the
  right of the corporation, if the officer or director acted in good faith and in
  a manner he reasonably believed to be in or not opposed to the best interest of
  the corporation and if such officer or director shall not have been adjudged
  liable to the corporation, unless a court otherwise determines. Indemnification
  is also authorized with respect to any criminal action or proceeding where the
  officer or director also had no reasonable cause to believe his conduct was
  unlawful.
  
           We have entered into indemnification agreements with our executive
  officers and directors which provide for certain defense costs and
  reimbursements.
  
           The above discussion of our Articles of Incorporation, bylaws, the CBCA
  and the indemnification agreements is only a summary and is qualified in its
  entirety by the full text of each of the foregoing.
  
           The Company also carries a Directors' and Officers' Liability Insurance
  policy for its executive officers and directors.
  
  Item 7. Exemption from Registration Claimed.
  
           Not applicable.
  
                                          5
  6
  
  Item 8. Exhibits.
  
           The following documents are filed as a part of this registration
  statement.
  Exhibit
  Number            Description
  -------           -----------
  5                 Opinion of Jones & Keller, P.C. regarding legality of securities.
  
  23.1              Consent of Deloitte & Touche LLP.
  
  23.2              Consent of Jones & Keller, P.C. (included in their opinion filed as Exhibit 5).
  
  24                Power of Attorney (see signature page of this Registration Statement).
  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 include
  any 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;
  
                    (2) that, for the purpose of determining any liability under
  the Securities Act of 1933, as amended (the "Securities Act"), 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; and
  
                    (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, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) 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 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 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 Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  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 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 of 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.
  
                                          6
  7
  
                                     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 to be signed on its behalf by the undersigned, thereunto duly
  authorized in the City of Black Hawk, State of Colorado, on October 28, 1999.
  
                                     BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
  
                                              By:  /s/ Stephen R. Roark
                                                   -------------------------------
                                                   Stephen R. Roark, President
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below constitutes and appoints
  Stephen R. Roark as attorney-in-fact, with the power of substitution for him in
  any and all capacities, to sign any amendment to this Registration Statement and
  to file the same, with exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, granting to said
  attorney-in-fact, full power and authority to do and perform each and every act
  and thing requisite and necessary to be done in connection therewith, as fully
  to all intents and purposes as he might or could do in person hereby ratifying
  and confirming all that said attorney-in-fact, or his substitutes, may lawfully
  do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated.
  Signature                               Title                     Date
             ---------                               -----                     ----
  By:  /s/ Jeffrey P. Jacobs                 Co-Chairman and Chief        October 28, 1999
       -------------------------             Executive Officer
       Jeffrey P. Jacobs
  
  By:  /s/ Stephen R. Roark                  President and Chief          October 28, 1999
       -------------------------             Financial and Accounting
       Stephen R. Roark                      Officer
  
  By:  /s/ Frank B. Day                      Director                     October 28, 1999
       -------------------------
       Frank B. Day
  
  By:  /s/ J. Patrick McDuff                 Director                     October 28, 1999
       -------------------------
       J. Patrick McDuff
  
  By:  /s/ Robert H. Hughes                  Director                     October 28, 1999
       -------------------------
       Robert H. Hughes
  
  By:  /s/ Timothy Knudsen                   Director                     October 28, 1999
       -------------------------
       Timothy Knudsen
  8
  
                                  INDEX TO EXHIBITS
  Exhibit
  Number            Description
  -------           -----------
  5                 Opinion of Jones & Keller, P.C. regarding legality of securities.
  
  23.1              Consent of Deloitte & Touche LLP.
  
  23.2              Consent of Jones & Keller, P.C. (included in their opinion filed as Exhibit 5).
  
  24                Power of Attorney (see signature page of this Registration Statement).