EPH *% Elks Intl Game

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Securities Act registration statement file numbers to which this form relates: 333-132370; 333-132370-01

Securities to be registered pursuant to Section 12(b) of the Act:

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of class)

Item 1.  Description of Registrants’ Securities to be Registered.

For a description of the securities to be registered hereunder, reference is made to the information under the heading “Description of Debt Securities” on pages 8 through 20 of the Registrants’ Prospectus dated March 10, 2006 (Registration Nos. 333-132370; 333-132370-01), as supplemented by the information under the heading “Description of the Notes” on pages S-7 through S-32 of the Registrants’ Prospectus Supplement dated April 13, 2006 and the information under the headings “Summary Information — Q&A,” “Risk Factors Relating to the ELKS” and “Description of the ELKS” on pages EPS-2 through EPS-7, EPS-8 through EPS-14 and EPS-15 through EPS-25, respectively, of the Registrants’ ELKS Product Supplement dated March 22, 2007, which information is incorporated herein by reference and made part of this registration statement in its entirety. The description of the ELKS contained in the Pricing Supplement to be filed pursuant to Rule 424(b), which will contain the final terms of the ELKS, the ELKS Product Supplement, Prospectus Supplement and Prospectus is deemed to be incorporated herein by reference and made part of this registration statement in its entirety.

Item 2.  Exhibits.

99 (A).  Prospectus dated March 10, 2006, incorporated by reference to the Registrants’ automatic shelf registration statement on Form S-3 filed on March 10, 2006 (Registration Nos. 333-132370; 132370-01) (the “Registration Statement”).

99 (B).  Prospectus Supplement dated April 13, 2006, incorporated by reference to the Registrants’ filing under Rule 424(b)(2) dated April 13, 2006.

99 (C).  ELKS Product Supplement dated March 22, 2007, incorporated by reference to the Registrants’ filing under Rule 424(b)(2) dated March 22, 2007.

99 (D).  Senior Debt Indenture among the Registrants and The Bank of New York (as successor-in-interest to JPMorgan Chase Bank, N.A.), dated as of June 1, 2005, incorporated by reference to Exhibit 4(b) of the Registration Statement.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each of the Registrants has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 21, 2009

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