UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                
                            FORM 10-Q
                                

(Mark One)
( X )     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
          THE SECURITIES EXCHANGE ACT OF 1934
     
     For the quarterly period ended:            June 30, 1997

                               OR

(   )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934
     
     For the transition period from:                 to  

Commission file number          1-11569

                    RIO HOTEL & CASINO, INC.
     (Exact name of registrant as specified in its charter)
                                
            NEVADA                                  95-3671082
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)
                                
     3700 West Flamingo Road, Las Vegas, Nevada        89103
     (Address of principal executive offices)          (Zip Code)

                         (702) 252-7733
      (Registrant's telephone number, including area code)

                         Not Applicable
 (Former name, former address and former fiscal year, if changed
                       since last report)

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES [X]  NO  [ ]

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
                                
21,320,141 shares of Common Stock, $0.01 par value as of August 4, 1997


<PAGE>

                            FORM 10-Q
                                
                        TABLE OF CONTENTS

                                                                 PAGE
                                                                NUMBER

PART I.     FINANCIAL INFORMATION

     Item 1.  Financial Statements                                 3
              Consolidated Balance Sheets                          3
              Consolidated Statements of Income                    4
              Consolidated Statements of Cash Flows                5
              Notes to Consolidated Financial Statements           7

     Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations        9

PART II.    OTHER INFORMATION

     Item 1.  Legal Proceedings                                   14

     Item 2.  Changes in Securities                               14

     Item 3.  Defaults Upon Senior Securities                     14

     Item 5.  Other Information                                   14

     Item 6.  Exhibits and Reports on Form 8-K                    15

SIGNATURES                                                        16

EXHIBIT INDEX                                                     17


                                2
<PAGE>
<TABLE>
<CAPTION>
                       RIO HOTEL & CASINO, INC. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS


                                                                   June 30,              December 31,
                                                                     1997                    1996
                                                                  (Unaudited)
                           ASSETS
<S>                                                              <C>                       <C>
Current assets:
  Cash and cash equivalents                                      $     14,371,452          $   10,623,094
  Accounts receivable, net                                             17,664,931               8,690,105
  Federal income taxes receivable                                               -               1,147,106
  Inventories                                                           4,468,592               3,871,345
  Prepaid expenses and other current assets                             9,933,127               5,534,895
    Total current assets                                               46,438,102              29,866,545

Property and equipment:
  Land and improvements                                                64,756,598              51,311,851
  Building and improvements                                           401,541,177             196,918,053
  Equipment, furniture and improvements                                80,889,436              72,052,458
  Less: accumulated depreciation                                      (71,963,560)            (60,501,211)
                                                                      475,223,651             259,781,151
  Construction in progress                                              3,353,271             190,210,277
    Net property and equipment                                        478,576,922             449,991,428

Other assets, net                                                      22,479,467              14,691,613

                                                                 $    547,494,491          $  494,549,586


            LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term debt                           $        356,527          $      352,239
  Accounts payable                                                      9,773,323               5,854,830
  Accrued expenses                                                     21,241,188              11,967,407
  Accounts payable - related party                                      6,676,759              19,604,470
  Accrued interest                                                      8,551,281               7,072,067
    Total current liabilities                                          46,599,078              44,851,013

Non-current liabilities:
  Long-term debt, less current maturities                             300,355,323             253,949,283
  Deferred income taxes                                                13,259,165              13,874,060
    Total non-current liabilities                                     313,614,488             267,823,343

    Total liabilities                                                 360,213,566             312,674,356

Stockholders' equity:
  Common stock, $0.01 par value;
   100,000,000 shares authorized;
   21,319,741 and 21,170,441 shares
   issued and outstanding                                                 213,198                 211,705
  Additional paid-in capital                                          114,332,473             113,140,798
  Retained earnings                                                    72,735,254              68,522,727
    Total stockholders' equity                                        187,280,925             181,875,230

                                                                 $    547,494,491          $  494,549,586


See accompanying Notes to Consolidated Financial Statements
</TABLE>

                                   3
<PAGE>
<TABLE>
<CAPTION>
              RIO HOTEL & CASINO, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF INCOME
                              (Unaudited)

                                                    Three Months Ended                    Six Months Ended
                                            June 30, 1997      June 30, 1996     June 30, 1997     June 30, 1996

<S>                                        <C>               <C>                <C>               <C>
Revenues:
  Casino                                   $   51,047,606    $   27,636,470     $  84,059,965     $  56,228,444
  Room                                         17,734,494         9,874,962        32,730,419        20,322,540
  Food and beverage                            28,906,726        18,086,410        52,160,330        35,273,807
  Other                                         6,484,200         3,960,027        11,688,178         7,570,295
  Casino promotional allowances                (6,982,455)       (4,785,806)      (13,520,736)       (9,534,146)

                                               97,190,571        54,772,063       167,118,156       109,860,940

Expenses:
  Casino                                       25,518,216        12,871,360        43,748,328        25,894,149
  Room                                          5,457,093         3,320,238         9,648,583         6,639,692
  Food and beverage                            21,958,407        13,532,231        39,913,263        26,955,737
  Other                                         4,235,529         2,035,734         7,098,783         3,902,409
  Selling, general and administrative          15,517,913         7,896,189        24,532,109        15,886,585
  Depreciation and amortization                 6,869,787         4,189,947        12,237,400         8,254,397
  Preopening expense                                    -                 -        11,200,000                 -

                                               79,556,945        43,845,699       148,378,466        87,532,969

Operating profit                               17,633,626        10,926,364        18,739,690        22,327,971

Interest expense                                7,178,008         2,478,686        12,097,413         5,355,182

Income before income tax                       10,455,618         8,447,678         6,642,277        16,972,789

Income tax provision                           (3,825,768)       (2,972,402)       (2,429,750)       (6,171,679)

Net income                                 $    6,629,850    $    5,475,276     $   4,212,527     $  10,801,110

Earnings per common share:
    Net income                             $         0.31    $         0.25     $        0.20     $        0.50
    Weighted average number of common
     shares outstanding                        21,520,348        21,671,769        21,468,088        21,564,566

See accompanying Notes to Consolidated Financial Statements

                                    4
<PAGE>

</TABLE>
<TABLE>
<CAPTION>
               RIO HOTEL & CASINO, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Unaudited)

                                                                    Six Months Ended
                                                                         June 30,
                                                                1997                1996

<S>                                                          <C>               <C>
Cash flows from operating activities:
  Net income                                                 $   4,212,527     $   10,801,110
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Compensation expense recognized from
       stock option grant                                           57,740             50,147
     Depreciation and amortization                              12,237,400          8,254,397
     Provision for uncollectible accounts                        5,402,942            450,499
     Deferred income taxes                                      (2,540,925)         1,752,448
     (Increase) decrease in assets:
       Accounts receivable                                     (14,377,768)          (832,268)
       Inventories                                                (597,247)          (500,254)
       Prepaid expenses and other current assets                (2,379,124)          (602,991)
       Other, net                                                  826,156             90,478
     Increase (decrease) in liabilities:
       Accounts payable                                          3,918,492            809,796
       Accrued federal income tax                                2,281,192                  -
       Accrued expenses                                          6,992,588          4,616,280
       Accrued interest                                          1,479,214            452,698

Net cash provided by operating activities                       17,513,187         25,342,340

Cash flows from investing activities:
  Purchase of land and improvements                             (5,641,807)        (8,130,804)
  Purchase of equipment, furniture and
    improvements                                               (47,333,747)       (56,820,594)
  Funds advanced for purchase of golf course                    (7,792,655)                 -

Net cash used in investing activities                          (60,768,209)       (64,951,398)

Cash flows from financing activities:
  Proceeds from borrowings                                      55,000,000         32,000,000
  Net proceeds from issuance of senior
    subordinated notes                                         121,562,500                  -
  Net proceeds from common stock issuance                          593,050            838,485
  Payments on notes and loans payable                         (130,152,170)           (12,629)
  Repurchase of common stock                                             -         (1,209,850)

Net cash provided by financing activities                       47,003,380         31,616,006

Net increase (decrease) in cash and cash equivalents             3,748,358         (7,993,052)
Cash and cash equivalents, beginning of period                  10,623,094         19,992,695

Cash and cash equivalents, end of period                     $  14,371,452     $   11,999,643

See accompanying Notes to Consolidated Financial Statements
</TABLE>

                             5
<PAGE>
<TABLE>
<CAPTION>
             RIO HOTEL & CASINO, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS


         SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
                            (Unaudited)

                                                             Six Months Ended
                                                                  June 30,
                                                         1997                1996

<S>                                               <C>                <C>
Cash payments made for interest, net of
  capitalized interest                            $   11,190,781     $    5,924,186

Cash payments made for income taxes               $    1,000,000     $    4,600,000

</TABLE>

1997

Purchase of property and equipment financed through payables
 totaled $6,676,759

Tax benefit arising from the exercise of stock options under
 the Company's Non-Statutory Stock Option Plan totaled $542,378.


1996

Purchase of property and equipment financed through payables
 totaled $18,724,842.

Tax benefit arising from the exercise of stock options under
 the Company's Non-Statutory Stock Option Plan totaled $501,893.

Purchase of land financed through payables totaled $10,000.


                                 6
<PAGE>

            RIO HOTEL & CASINO, INC. and SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)
                                
NOTE 1 - BASIS OF PRESENTATION
      
      The consolidated financial statements include the accounts
      of Rio Hotel & Casino, Inc. and its wholly owned
      subsidiaries Rio Properties, Inc. ("Rio Properties" which
      owns and operates the Rio Suite Hotel & Casino [the "Rio"]
      in Las Vegas, Nevada), Rio Development Company, Inc., Rio
      Resort Properties, Inc., Rio Leasing, Inc. and Rio
      Properties' wholly owned subsidiaries, HLG, Inc. and
      Cinderlane, Inc. (collectively the "Company").

      All significant intercompany balances and transactions
      have been eliminated in consolidation.

      The consolidated balance sheet as of June 30, 1997 and the
      related consolidated statements of income for the three
      and six month periods ended June 30, 1997 and 1996 and
      consolidated statement of cash flows for the six month
      periods ended June 30, 1997 and 1996  are unaudited and,
      in the opinion of management, reflect all adjustments
      necessary for a fair presentation of results for such
      periods.  The results of operations for an interim period
      are not necessarily indicative of the results for the full
      year.  The consolidated financial statements should be
      read in conjunction with the consolidated financial
      statements and notes thereto contained in the Company's
      annual report for the year ended December 31, 1996.

NOTE 2 - PREOPENING EXPENSE

      On February 7, 1997 the Company opened the Masquerade
      Village casino, retail, dining and entertainment complex
      and approximately 1,000 new suites.  Operating expenses
      for the first quarter and the first six months of 1997
      include $11.2 million in one-time preopening expenses,
      consisting primarily of direct incremental personnel costs
      and advertising and marketing expenses, associated with
      this expansion.

NOTE 3 - LONG-TERM DEBT

      On February 4, 1997, the Company entered into an agreement
      with Salomon Brothers Inc and BancAmerica Securities, Inc.
      for the sale by the Company of $125 million in principal
      amount of the Company's 9 1/2% Senior Subordinated Notes
      Due 2007.  The net proceeds from the sale of the notes,
      which were received on February 11, 1997 net of an
      original issue discount of 2.75%, were $121,562,500.


NOTE 4 - EARNINGS PER COMMON SHARE

      The Financial Accounting Standards Board recently issued
      Statement of Financial Accounting Standards No. 128 -
      "Earnings Per Share" ("SFAS 128").  SFAS 128 is effective
      for financial statements issued for periods after December
      15, 1997 and replaces currently reported earnings per
      share with "basic", or undiluted, earnings per share and
      "diluted" earnings per share.  Basic earnings per share is
      computed by dividing net income by the weighted average
      number of shares outstanding during the period, while
      diluted earnings per share reflects the additional
      dilution for all potentially dilutive securities, such as
      stock options.  Earlier application of SFAS 128 is not
      permitted, and the Company will adopt the provisions of
      SFAS 128 for 1998 financial statements, including the
      required restating of all previously reported earnings per
      share.
      
                                7
<PAGE>

     The following table reflects the Company's pro-forma
     earnings per share for the three and six month periods ended
     June 30, 1997 and 1996 as determined in accordance with SFAS
     128:
     
<TABLE>
<CAPTION>

                                Three Months      Six Months Ended
                                   Ended              June 30,
                                  June 30,
                               1997      1996      1997      1996
     <S>                      <C>       <C>       <C>       <C>
     Earnings per share:                                       
               As reported    $ 0.31    $ 0.25    $ 0.20    $ 0.50
               Basic          $ 0.31    $ 0.25    $ 0.20    $ 0.50
               Diluted        $ 0.31    $ 0.25    $ 0.20    $ 0.50
     
</TABLE>

                                8
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

STATEMENT ON FORWARD-LOOKING INFORMATION

Certain information included herein contains statements that may
be considered forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, such as
statements relating to plans for future expansion, capital
spending and financing sources.  Such forward-looking information
involves important risks and uncertainties that could
significantly affect anticipated results in the future and,
accordingly, such results may differ from those expressed in any
forward-looking statements made herein.  These risks and
uncertainties include, but are not limited to, those relating to
construction activities, dependence on existing management,
gaming regulations (including actions affecting licensing),
leverage and debt service (including sensitivity to fluctuations
in interest rates), domestic or global economic conditions and
changes in federal or state tax laws or the administration of
such laws.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

  OVERVIEW
  
  During the first six months of 1997, the Masquerade Village
  and Tower expansion project was phased into operation.  The
  Masquerade Village and Tower expansion consisted of (i) the
  Masquerade Village opening on February 7, 1997, including five
  new restaurants, 21 retail shops, approximately 30,000 square
  feet of gaming area, the "Masquerade Show in the Sky", an
  interactive entertainment attraction featuring parade floats
  with live entertainers suspended from the Masquerade Village's
  ceiling, and approximately 1,000 new suites placed into
  service in phases through mid-March 1997 (including 447 which
  were available as of December 31, 1996) and (ii) in mid-May
  1997, the opening of 31 new suites on the upper floors of the
  41-story Masquerade Tower, and the VooDoo Restaurant and
  Lounge on the 40th and 41st floors offering panoramic views of
  the Las Vegas valley.
  
  In addition, during the first quarter of 1997, the Company
  entered into an agreement to purchase a 60% equity interest in
  the Seven Hills Golf Course ("the Golf Course") located
  approximately 15 minutes south of the Rio.  On August 5, 1997,
  the Company agreed to purchase 100% of the Golf Course.  The
  Company presently expects that closing of escrow should occur
  during the third quarter of 1997, and the Golf Course, which
  will be renamed Rio Secco Golf Club and operated primarily as
  an amenity for the Rio's local and tourist customers, is
  scheduled to open in early October 1997.
     
THREE MONTHS ENDED JUNE 30, 1997 AND 1996
  
  REVENUES
  
  The Company's net revenues increased to $97.2 million in the
  second quarter of 1997 from $54.8 million in the same period
  in the prior year, an increase of $42.4 million or 77%.
  Casino revenues increased $23.4 million, or 85%, to $51.0
  million for the three months ended June 30, 1997 compared to
  $27.6 million in the second quarter of 1996.  With the opening
  of the Masquerade Village casino area on February 7, 1997, the
  average number of slot machines and table games available
  increased from 1,899 and 76, respectively, in the second
  quarter of 1996 to 2,533 and 106, respectively, in the current
  year period.  Table game revenues were $26.8 million for the
  three months ended June 30, 1997, an increase of $16.4
  million, or 156%,  from the $10.5 million reported in the same
  period in the prior year.  When comparing the current year's
  three month period ended June 30, 1997 and the same period in
  the prior year, the table game hold percentage was 21.4% and
  17.3%, respectively, and table game handle increased to $125.3
  million, or 107%, from $60.6 million.  Increased customer
  traffic associated with the Masquerade Village and Tower, and
  an increased emphasis by management on marketing to table game
  customers with higher credit limits and higher average wagers
  are considered by management to be the primary contributors to
  the increased table game revenues.  Slot machine revenues were
  $22.5 million in the second quarter of 1997, an increase of
  $6.7 million, or 42%, from 1996 second quarter revenues of
  $15.8 million.  The increase in the average number of slot
  machines available and the increase in customer traffic
  associated with the Masquerade Village and Tower expansion are
  considered by management to be the primary reasons for the
  increase in slot machine revenues.  Other casino revenues,
  consisting of the race and sports books, keno and poker
  increased from $1.3 million in the period ended June 30, 1996
  to $1.7 million in the current year's second quarter.
  
                                9
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

MATERIAL CHANGES IN RESULTS OF OPERATIONS (continued)

THREE MONTHS ENDED JUNE 30, 1997 AND 1996 (continued)

  
  Room revenues increased by $7.9  million, or 80%, to $17.7
  million in the second quarter of 1997 from $9.9 million in the
  same period in the prior year.  Management believes that the
  primary reasons for the increase in room revenues were the
  additional availability of the new suites in the Masquerade
  Tower and an increase in the average room rate from $73 in the
  second quarter of 1996 to $89 in the current year's quarter.
  The occupancy rate was 88.6% during the quarter ended June 30,
  1997 compared to 96.2% for the same quarter in the prior year,
  with 83,601 and 63,341 more rooms being available and
  occupied, respectively, in the 1997 three month period.
  
  Food and beverage revenues increased $10.8  million, or 60%,
  to $28.9 million in the three months ended June 30, 1997
  compared to $18.1 million in the second quarter of 1996.
  Management believes that the opening of Masquerade Village,
  including the initial five new restaurants and bars on
  February 7, 1997 and the VooDoo Restaurant and Lounge on May
  24, 1997 and increased customers generated through the
  additional rooms, were the primary reasons for the increase.
  An increase in the average food check also contributed to the
  increase in food and beverage revenues.
  
  Other revenues increased by $2.5 million to $6.5  million in
  the current year's second quarter from $4.0 million in the
  prior year period.  The primary reasons for this increase were
  an increase in gift shop and other retail sales, increased
  telephone revenues due to the increase in rooms occupied, and
  shop rentals received from the retail outlets leased to third
  parties in the Masquerade Village.
  
  OPERATING MARGINS
  
  Operating profit as a percentage of net revenue was 18% and
  20% for the quarters ended June 30, 1997 and 1996,
  respectively.  The casino operating margin was 50% in the
  three months ended June 30, 1997 compared to 53% in the same
  period in the prior year.  Payroll and other volume related
  expenses, including casino marketing and promotional costs,
  together with an increase in reserves for uncollectibility of
  casino receivables of $5.4 million in the current year's
  quarter compared to $0.1 million in the prior year's period,
  which is directly related to the Company's increased emphasis
  on marketing to table game customers with higher credit
  limits, are considered to be the primary contributors to the
  decrease in the casino operating profit margin.  For the three
  months ended  June 30, 1997 and 1996, hotel operating profits
  were 69% and 66%, respectively, food and beverage operating
  profits were 24% and 25%, respectively, and other operating
  department profit margins were 35% and 49%, respectively.  The
  decrease in the operating profit margin for other departments
  is primarily due to the increase in retail sales and the
  correspondingly higher costs of sales, payroll and other
  expenses associated with retail sales and expenses associated
  with the operation of the "Masquerade Show in the Sky" which
  commenced operations on February 7, 1997.  Selling, general
  and administrative expenses increased from 14% to 16% of net
  revenues, primarily due to a $2.2 million increase in
  advertising expenses and a $2.6 million increase in payroll
  and payroll related expenses.
  
  PROMOTIONAL ALLOWANCES
  
  Promotional allowances, which represent the retail value of
  rooms, food, beverage and other services provided to customers
  without charge,  were 7% and 9% of total revenues for the
  quarters ended June 30, 1997 and 1996, respectively.  The
  decrease in promotional allowances as a percentage of total
  revenues is primarily due to the increase in total revenues.
  
  DEPRECIATION AND AMORTIZATION
  
  Depreciation and amortization increased by $2.7 million, or
  64%, to $6.9 million in the second quarter of 1997 compared to
  $4.2 million in the prior year's second quarter.  This
  increase is primarily attributable to depreciation and
  amortization expense associated with the opening of the
  Masquerade Village and Tower.
  
                               10
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

MATERIAL CHANGES IN RESULTS OF OPERATIONS (continued)

THREE MONTHS ENDED JUNE 30, 1997 AND 1996 (continued)

  
  OTHER INCOME (EXPENSE)

   Interest expense increased by $4.7 million to $7.2 million in
   the second quarter of 1997 from $2.5 million in the same
   period in 1996.  Interest expense was reduced by $0.5 million
   and $1.1 million for the three month periods ended June 30,
   1997 and 1996, respectively, due to interest being
   capitalized on the Masquerade Village expansion in 1996 and
   1997 on the cost of the acreage adjacent to the Rio that has
   been acquired for possible future expansion of the Rio's
   complex.  In addition, interest expense was higher in the
   current year's quarter due to the issuance on February 11,
   1997 of $125 million in principal amount of 9 1/2% Senior
   Subordinated Notes Due 2007.
  
  NET INCOME

  Net income for the second quarter of 1997 was $6.6 million, or
  $0.31 per common share, compared to $5.5 million or $.25 per
  common share in the prior year period.
  
  
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
  
  REVENUES
  
  The Company's net revenues increased to $167.1 million for the
  six month period ended June 30, 1997 from $109.9 million in
  the same period in the prior year, an increase of $57.2
  million or 52%.  Casino revenues increased $27.8 million, or
  49%, to $84.1 million for the first half of 1997 compared to
  $56.2 million in the first six months of  1996.  With the
  opening of the Masquerade Village casino area on February 7,
  1997, the average number of slot machines and table games
  available increased from 1,949 and 76 in the six months ended
  June 30, 1996 to 2,408 and 101 in the current year period.
  Table game revenues were $40.5 million for the six months
  ended June 30, 1997, an increase of $19.7 million, or 94%,
  from the $20.8 million reported in the same period in the
  prior year.  When comparing the current year's six month
  period and the same period in the prior year, the table game
  hold percentages were 17.1% and 16.1%, respectively, and table
  game handle increased to $237.0 million, or 83%, from $129.7
  million.  The increase in table game handle is considered to
  be primarily due to the increased number of table games
  available and the increased foot traffic associated with the
  Masquerade Village and Tower expansion, and an increased
  emphasis by management on marketing to customers with higher
  credit limits and average wagers.  Slot machine revenues were
  $40.5 million in the first six months of 1997, an increase of
  $8.1 million, or 25%, from $32.4 million in the same period in
  1996.  The increase in the average number of slot machines
  available and the increase in customer traffic associated with
  the Masquerade Village and Tower expansion are considered to
  be the primary reasons for the increase in slot machine
  revenues.  Other casino revenues, consisting of the race and
  sports books, keno and poker, were $3.0 million for each of
  the periods ended June 30, 1997 and 1996.
  
  Room revenues increased by $12.4  million, or 61%, to $32.7
  million for the six months ended June 30, 1997 from $20.3
  million in the same period in the prior year.  Management
  believes that the primary reasons for the increase in room
  revenues were the additional availability of the new suites in
  the Masquerade Tower and an increase in the average room rate
  from $75 in the first half of 1996 to $89 in the current
  year's six month period.  The occupancy rate was 90.6% during
  the six months ended June 30, 1997 compared to 96.5% for the
  same period in the prior year, with 122,262 and 94,150 more
  rooms being available and occupied, respectively, in the 1997
  six month period.
  
  Food and beverage revenues increased $16.9  million, or 48%,
  to $52.2 million in the six months ended June 30, 1997
  compared to $35.3 million in the first half  of 1996.
  Management believes that the opening of Masquerade Village,
  including the initial five new restaurants and bars on
  February 7, 1997 and the VooDoo
  
                               11
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

MATERIAL CHANGES IN RESULTS OF OPERATIONS (continued)

SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (continued)

  
  Restaurant and Lounge on May 24, 1997 and increased customers
  generated through the additional rooms and expanded casino and
  entertainment areas, were the primary reasons for the
  increase.  An increase in the average food check also
  contributed to the increase in food and beverage revenues.
  
  Other revenues increased by $4.1 million to $11.7  million in
  the first six months of 1997 from $7.6 million in the prior
  year period.  The primary reasons for this increase were an
  increase in gift shop and other retail sales, increased
  telephone revenues due to the increase in rooms occupied, and
  shop rentals received from the retail outlets leased to third
  parties in the Masquerade Village.
  
  OPERATING MARGINS
  
  Before preopening expense, operating profit as a percentage of
  net revenue was 18% and 20% for the six months ended June 30,
  1997 and 1996, respectively.  The one-time preopening
  expenses, which consisted primarily of direct incremental
  personnel costs and advertising and marketing expenses
  associated with the opening of the Masquerade Village and
  Tower on February 7, 1997, totaled approximately $11.2
  million.  The casino operating margin was 48% in the six
  months ended June 30, 1997 compared to 54% in the same period
  in the prior year.  Payroll and other volume related expenses,
  increased casino marketing and promotional costs and an
  increase in reserves for uncollectibility of casino
  receivables of $5.7 million for the six months ended June 30,
  1997 compared to $0.4 million in the same period in the prior
  year, which is directly related to the Company's increased
  emphasis on marketing to table game customers with higher
  credit limits, are the primary contributors to the decrease in
  the casino operating profit margin.  For the six months ended
  June 30, 1997 and 1996, hotel operating profits were 71% and
  67%, respectively, food and beverage operating profits were
  23% and 24%, respectively, and other operating department
  profit margins were 39% and 48%, respectively.  The decrease
  in the operating profit margin for other departments is
  primarily due to the increase in retail sales and the
  correspondingly higher costs of sales, payroll and other
  expenses associated with retail sales and expenses associated
  with the operation of the "Masquerade Show in the Sky" which
  opened on February 7, 1997.  Selling, general and
  administrative expenses increased from 14% to 15% of net
  revenues, primarily due to a $2.6 million increase in
  advertising expenses and a $3.3 million increase in payroll
  and payroll related expenses.
  
  PROMOTIONAL ALLOWANCES
  
  Promotional allowances, which represent the retail value of
  rooms, food, beverage and other services provided to customers
  without charge,  were 8% and 9% of total revenues for the six
  month periods ended June 30, 1997 and 1996, respectively.  The
  decrease in promotional allowances as a percentage of total
  revenues is primarily due to the increase in total revenues.
  
  DEPRECIATION AND AMORTIZATION
  
  Depreciation and amortization increased by $4.0 million, or
  48%, to $12.2 million in the first six months of 1997 compared
  to $8.3 million in the prior year period.  This increase is
  primarily attributable to depreciation and amortization
  expense associated with the opening of the Masquerade Village
  and Tower.
  
  OTHER INCOME (EXPENSE)
  
  Interest expense increased by $6.7 million to $12.1 million
  for the six months ended June 30, 1997 from $5.4 million in
  the same period in 1996.  Interest expense was reduced by $2.8
  million and $1.5 million for the six month periods ended June
  30, 1997 and 1996, respectively, due to interest being
  capitalized on the Masquerade Village expansion in 1996 and
  for the period prior to its opening in 1997, and, during the
  first six months of 1997, on the cost of the acreage adjacent
  to the Rio that has been acquired for possible future
  expansion of the Rio's complex.  In addition, interest expense
  was higher in the current year's six month period due to the
  issuance on February 11, 1997 of $125 million in principal
  amount of 9 1/2% Senior Subordinated Notes Due 2007.
  
                               12
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

MATERIAL CHANGES IN RESULTS OF OPERATIONS (continued)

SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (continued)


  NET INCOME
  
  Net income for the six month period ended June 30, 1997, after
  deducting $11.2 million of preopening expenses associated with
  the opening of the Masquerade Village and Tower, was $4.2
  million.  Adjusted on a pro forma basis for the one-time
  charge of $11.2 million for preopening expense, net income for
  the first half of 1997 would have been $11.3 million.  This
  compares to net income in the first six months of 1996 of
  $10.8 million.

IMPACT OF INFLATION

  Absent changes in competitive and economic conditions or in
  specific prices affecting the industry, the Company believes
  that the hotel-casino industry may be able to maintain its
  operating profit margins in periods of general inflation by
  increasing minimum wagering limits for its games and
  increasing the prices of its hotel rooms, food and beverage
  and other items, and by taking action designed to increase the
  number of patrons.  The industry may be able to maintain
  growth in gaming revenues by the tendency of customer gaming
  budgets to increase with inflation.  Changes in specific
  prices (such as fuel and transportation prices) relative to
  the general rate of inflation may have a material effect on
  the hotel-casino industry.

LIQUIDITY AND CAPITAL RESOURCES

  On February 4, 1997, the Company entered into an agreement
  with Salomon Brothers Inc and BancAmerica Securities, Inc. for
  the sale of $125.0 million in principal amount of the
  Company's 9 1/2% Senior Subordinated Notes Due 2007.
  Approximately $112.0 of the net proceeds of $121.6 million
  were utilized to reduce the principal amount that had been
  drawn under the Company's $200.0 line of credit with Bank of
  America, thereby increasing the amount available to the
  Company under the line of credit by a corresponding amount.
  
  During the first six months of 1997, net cash provided by
  operating activities was $17.5 million.  Net cash used in
  investing activities was $60.8 million, including
  approximately $43.1 million related to  the construction of
  the Masquerade Village and Tower expansion, $5.6 million in
  land acquisitions adjacent to the Rio and $7.8 million for the
  investment in the Rio Secco Golf Club.  The Company arranged
  for an $8.0 million loan from Bank of America that was funded
  in May 1997 as partial funding of its estimated $27.0 million
  investment in the Rio Secco Golf Club, which includes a $4.5
  million club house scheduled to open in the spring of 1998.
  
  Based upon cash on hand, cash available through borrowings
  under the $200.0 million line of credit, $130.0 million of
  which was available as of June 30, 1997,  and cash provided by
  operations, the Company believes that it has adequate cash
  available to fund  real estate purchase commitments,
  investment commitments associated with the acquisition of the
  golf course and operations.
  
                               13
<PAGE>

                   PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

  On March 27, 1996, a complaint in a purported class action
  lawsuit (TOM PAYNE, ET AL. V. AZTAR CORPORATION, ET AL., Case
  No. 698592) was filed in the Superior Court of California,
  County of San Diego, against a number of gaming entities,
  including the Company.  The complaint, which is primarily a
  narrower version of the other class action suits filed against
  the gaming industry, alleges that the defendants have engaged
  in a course of conduct intended to induce persons to play
  gaming devices based on a false belief concerning how the
  gaming machines operate, as well as the extent to which there
  is an opportunity to win on a given play.  The Company joined
  in an attempt to remove the case to federal court which was
  not successful.  The Company filed a motion to dismiss the
  complaint for lack of personal jurisdiction.  The motion is
  pending.  In the interim, several defendants which did not
  have jurisdiction motions filed a motion to demur, arguing
  that the action should not be considered by  the California
  court because the matter is relegated to the Nevada regulatory
  system pursuant to the Commerce Clause of the U.S.
  Constitution.  After a hearing conducted on July 11, 1997, the
  court sustained the demur without leave to amend.  Although
  the Company is still technically a defendant in the case,
  management believes that the court's ruling will be applied to
  all defendants and the Company will be dismissed from the
  action.  In addition, management believes that the substance
  of the complaint is without merit and the Company intends
  vigorously to  defend the allegations if the action is not
  dismissed against the Company pursuant to the demur.
  
  For additional information on litigation in which the Company
  is a party, see the Company's report on Form 10-K for the year
  ended December 31, 1996, Part I, Item 3, and the Company's
  report on Form 10-Q for the quarter ended March 31, 1997, Part
  II, Item 1.
  
ITEM 2.  CHANGES IN SECURITIES

  During the first quarter of 1997, certain options granted
  pursuant to the Company's Non-Statutory Stock Option Plan were
  exercised, resulting in the issuance of 115,200 shares of the
  Company's Common Stock.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

  NONE
  
ITEM 5.  OTHER INFORMATION

  The Company has entered into an agreement with Paradise
  Valley, L.L.C., to submit a bid for one of the three gaming
  licenses to be issued by the City of Detroit, Michigan.
  Paradise Valley, L.L.C. is a Michigan limited liability
  company whose members are primarily comprised of residents of
  Detroit, including former Detroit Mayor Coleman Young.  The
  Company and Paradise Valley, L.L.C. have formed Paradise
  Valley Rio, L.L.C., a Michigan limited liability company, as
  the formal entity seeking one of the three gaming licenses.
  Plans for a Detroit project are in the conceptual bidding
  phase, and are contingent upon licensing and financing issues.
  
                               14
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a)  EXHIBITS
  
  
     EXHIBIT   
     NUMBER                          DESCRIPTION
               
      4.01     Thirteenth Amendment to Credit Agreement dated as of
               August 8, 1997 among Rio Properties, Inc. and Rio
               Leasing, Inc., as Borrowers, Bank of America National
               Trust and Savings Association, as Agent and as a Bank,
               and Wells Fargo Bank National Association, First
               Security Bank, N.A., NBA Bank, Societe Generale, U.S.
               Bank of Nevada, Bank of Scotland, PNC Bank, National
               Association, Successor By Merger to Midlantic Bank,
               N.A., and Bank of Hawaii, as Banks
               
      10.01    Purchase Agreement dated as of June 1, 1997 among Rio
               Development Company, Inc. and Seven Hills Golf Limited
               Partnership
               
      11.01    Computation of Earnings Per Common Share
               
      27.01    Financial Data Schedule

  
  (b)  REPORTS ON FORM 8-K
  
     NONE
     
                               15
<PAGE>
                           SIGNATURES
                                
                                
     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.




                                          Rio Hotel & Casino, Inc.
                                                (Registrant)
                                        
                                        
                                        
      August 12, 1997                      /S/ RONALD J. RADCLIFFE
           (Date)                          RONALD J. RADCLIFFE
                                           Vice President, Treasurer and
                                           Chief Financial Officer
                                           (Duly Authorized Officer and
                                            Principal Financial Officer)
                                
                               16
<PAGE>
                          EXHIBIT INDEX


                                                           SEQUENTIAL PAGE
EXHIBIT                     DESCRIPTION                         NUMBER
                                                                   
  4.01    Thirteenth Amendment to Credit Agreement dated          18
          as of August 8, 1997 among Rio Properties, Inc.
          and Rio Leasing, Inc., as Borrowers, Bank of
          America National Trust and Savings Association,
          as Agent and as a Bank, and Wells Fargo Bank
          National Association, First Security Bank,
          N.A., NBA Bank, Societe Generale, U.S. Bank of
          Nevada, Bank of Scotland, PNC Bank, National
          Association, Successor By Merger to Midlantic
          Bank, N.A., and Bank of Hawaii, as Banks
                                                                   
 10.01    Purchase Agreement dated as of June 1, 1997             31
          among Rio Development Company, Inc. and Seven
          Hills Golf Limited Partnership
                                                                   
 11.01    Computation of Earnings per Common Share                47
                                                                   
 27.01    Financial Data Schedule                                 49

                               17
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