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:        September 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.

                21,453,360 shares of Common Stock,
              $0.01 par value as of October 29, 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
             Supplemental Disclosure of Cash Flow Information      6
             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                                    15

     Item 2. Changes in Securities                                15

     Item 3. Defaults Upon Senior Securities                      15

     Item 4. Submission of Matters to a Vote of Security Holders  15

     Item 5. Other Information                                    15

     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

                                                      September 30,             December 31,
                                                          1997                      1996
                                                    ----------------          --------------- 
                                                      (Unaudited)
                         ASSETS
<S>                                                 <C>                       <C>
Current assets:
  Cash and cash equivalents                         $    13,762,819           $   10,623,094
  Accounts receivable, net                               22,552,463                8,690,105
  Federal income taxes receivable                                -                 1,147,106
  Inventories                                             4,739,936                3,871,345
  Prepaid expenses and other current assets               7,429,651                5,534,895
                                                    ----------------          ---------------
    Total current assets                                 48,484,869               29,866,545
                                                    ----------------          ---------------
Property and equipment:
  Land and improvements                                  86,047,368               51,311,851
  Building and improvements                             406,396,476              196,918,053
  Equipment, furniture and improvements                  79,827,477               72,052,458
  Less: accumulated depreciation                        (76,326,969)             (60,501,211)
                                                    ----------------          ---------------
                                                        495,944,352              259,781,151
  Construction in progress                                  265,978              190,210,277
                                                    ----------------          ---------------
    Net property and equipment                          496,210,330              449,991,428
                                                    ----------------          ---------------
Other assets, net                                        14,094,004               14,691,613
                                                    ----------------          ---------------
                                                    $   558,789,203           $  494,549,586
                                                    ================          ===============

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current maturities of long-term debt              $     1,265,510           $      352,239
  Accounts payable                                        7,308,067                5,854,830
  Accrued expenses                                       24,771,022               11,967,407
  Accounts payable - related party                        2,121,363               19,604,470
  Accrued interest                                        8,392,763                7,072,067
                                                    ----------------          ---------------
    Total current liabilities                            43,858,725               44,851,013
                                                    ----------------          ---------------
Non-current liabilities:
  Long-term debt, less current maturities               304,013,531              253,949,283
  Deferred income taxes                                  14,773,002               13,874,060
                                                    ----------------          ---------------
    Total non-current liabilities                       318,786,533              267,823,343
                                                    ----------------          ---------------
    Total liabilities                                   362,645,258              312,674,356
                                                    ----------------          ---------------
Stockholders' equity:
  Common stock, $0.01 par value;
   100,000,000 shares authorized;
   21,412,841 and 21,170,441 shares
   issued and outstanding                                   214,129                  211,705
  Additional paid-in capital                            115,439,296              113,140,798
  Retained earnings                                      80,490,520               68,522,727
                                                    ----------------          ---------------
    Total stockholders' equity                          196,143,945              181,875,230
                                                    ----------------          ---------------
                                                    $   558,789,203           $  494,549,586
                                                    ================          ===============
</TABLE>

See accompanying Notes to Consolidated Financial Statements

                               3
<PAGE>

<TABLE>
<CAPTION>

                         RIO HOTEL & CASINO, INC. AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF INCOME
                                        (Unaudited)

                                                   Three Months Ended                    Nine Months Ended
                                          -----------------------------------    -----------------------------------
                                           Sept. 30, 1997     Sept. 30, 1996      Sept. 30, 1997     Sept. 30, 1996
                                          ----------------   ----------------    ----------------   ----------------
<S>                                        <C>                <C>                 <C>                <C>
Revenues:
  Casino                                   $   57,155,106     $   26,854,235      $  141,215,071     $   83,082,679
  Room                                         17,667,809          9,789,581          50,398,228         30,112,121
  Food and beverage                            30,888,182         17,719,076          83,048,512         52,992,883
  Other                                         7,006,583          3,876,265          18,694,761         11,446,560
  Casino promotional allowances                (9,142,737)        (5,012,827)        (22,663,473)       (14,546,973)
                                           ---------------    ---------------     ---------------    ---------------
                                              103,574,943         53,226,330         270,693,099        163,087,270
                                           ---------------    ---------------     ---------------    ---------------
Expenses:
  Casino                                       30,684,216         14,111,383          74,432,544         40,005,532
  Room                                          5,347,864          3,237,079          14,996,447          9,876,771
  Food and beverage                            24,111,801         13,660,134          64,025,064         40,615,871
  Other                                         4,154,300          1,959,971          11,253,083          5,862,380
  Selling, general and administrative          13,529,920          7,652,922          38,062,029         23,539,507
  Depreciation and amortization                 6,440,433          4,283,761          18,677,833         12,538,158
  Preopening expense                                   -                  -           11,200,000                 -
                                           ---------------    ---------------     ---------------    ---------------
                                               84,268,534         44,905,250         232,647,000        132,438,219
                                           ---------------    ---------------     ---------------    ---------------
Operating profit                               19,306,409          8,321,080          38,046,099         30,649,051

Interest expense                                7,101,757          1,757,065          19,199,170          7,112,247
                                           ---------------    ---------------     ---------------    ---------------
Income before income tax                       12,204,652          6,564,015          18,846,929         23,536,804

Income tax provision                           (4,449,386)        (2,297,532)         (6,879,136)        (8,469,211)
                                           ---------------    ---------------     ---------------    ---------------
Net income                                 $    7,755,266     $    4,266,483      $   11,967,793     $   15,067,593
                                           ===============    ===============     ===============    ===============
Earnings per common share:                                                                         
    Net income                             $         0.36     $         0.20      $         0.55     $         0.70
    Weighted average number of common      ===============    ===============     ===============    ===============
     shares outstanding                        21,830,799         21,519,072          21,574,545         21,549,457
                                           ===============    ===============     ===============    ===============

</TABLE>

See accompanying Notes to Consolidated Financial Statements

                               4
<PAGE>

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

                                                                      Nine Months Ended
                                                                        September 30,
                                                           ------------------------------------
                                                                  1997                1996
                                                           ----------------     ---------------
<S>                                                        <C>                  <C>
Cash flows from operating activities:
  Net income                                               $    11,967,793      $   15,067,593
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Compensation expense recognized from
       stock option grant                                           86,560              79,409
     Depreciation and amortization                              18,677,833          12,538,163
     Provision for uncollectible accounts                       11,603,861              63,872
     Deferred income taxes                                       1,289,832             742,490
     (Increase) decrease in assets:
       Accounts receivable                                     (25,466,219)         (1,428,276)
       Inventories                                                (868,591)         (1,936,951)
       Prepaid expenses and other current assets                (1,364,247)             67,453
       Other, net                                                1,029,446             454,061
     Increase (decrease) in liabilities:
       Accounts payable                                          1,453,236            (542,729)
       Accrued expenses                                         12,803,614           4,964,299
       Accrued interest                                          1,320,696          (1,438,175)
                                                           ----------------     ---------------
Net cash provided by operating activities                       32,533,814          28,631,209
                                                           ----------------     ---------------
Cash flows from investing activities:
  Purchase of land and improvements                             (6,062,970)        (11,500,910)
  Purchase of equipment, furniture and
    improvements                                               (54,506,586)       (112,036,884)
  Funds used for purchase of golf course                       (16,386,159)                 -
                                                           ----------------     ---------------
Net cash used in investing activities                          (76,955,715)       (123,537,794)
                                                           ----------------     ---------------
Cash flows from financing activities:
  Proceeds from borrowings                                      82,200,000          86,000,000
  Net proceeds from issuance of senior
    subordinated notes                                         121,562,500                  -
  Net proceeds from common stock issuance                        1,292,963           1,146,710
  Payments on notes and loans payable                         (157,493,837)            (32,527)
  Repurchase of common stock                                            -           (1,209,850)
                                                           ----------------     ---------------
Net cash provided by financing activities                       47,561,626          85,904,333
                                                           ----------------     ---------------
Net increase (decrease) in cash and cash equivalents             3,139,725          (9,002,252)
Cash and cash equivalents, beginning of period                  10,623,094          19,992,695
                                                           ----------------     ---------------
Cash and cash equivalents, end of period                   $    13,762,819      $   10,990,443
                                                           ================     ===============

</TABLE>

See accompanying Notes to Consolidated Financial Statements

                               5
<PAGE>

<TABLE>
<CAPTION>

                 RIO HOTEL & CASINO, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
             SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
                                (Unaudited)

                                                               Nine Months Ended
                                                                  September 30,
                                                      ---------------------------------
                                                             1997              1996
                                                      ---------------    --------------
<S>                                                   <C>                <C>
Cash payments made for interest, net of
  capitalized interest                                $   17,596,459     $   7,736,982
                                                      ===============    ==============
Cash payments made for income taxes                   $    2,500,000     $   6,600,000
                                                      ===============    ==============

Non-cash investing and financing activities:

  Purchase of property and equipment financed
    through accounts payable                          $    2,121,363     $  24,178,394
                                                      ===============    ==============
  Debt assumed in purchase of land and golf
    course                                            $    4,483,448     $     215,110
                                                      ===============    ==============
  Debt incurred in the purchase of land               $           -      $   1,000,000
                                                      ===============    ==============
  Financing of equipment purchases                    $           -      $     961,147
                                                      ===============    ==============
  Tax benefit arising from the exercise of
    non-qualified options under the Company's
    stock option plans                                $      921,399     $     556,213
                                                      ===============    ==============
</TABLE>

                               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 September  30,  1997
      and  the related consolidated statements of income for  the
      three  and nine month periods ended September 30, 1997  and
      1996  and consolidated statement of cash flows for the nine
      month  periods  ended  September 30,  1997  and  1996   are
      unaudited  but, 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.  The consolidated  balance  sheet
      at  December  31,  1996 contained herein was  derived  from
      audited  financial  statements, but does  not  include  all
      disclosures  included in the Company's  annual  report  for
      the  year  ended  December 31, 1996, and  applicable  under
      generally accepted accounting principles.

NOTE 2 - PREOPENING EXPENSE

      On  February  7,  1997  the Company opened  the  Masquerade
      Village  casino, retail, dining and entertainment  complex.
      In  addition,  the Company opened approximately  1,000  new
      suites  beginning December 31, 1996 through the  first  six
      months  of  1997.  Operating expenses for  the  first  nine
      months  of  1997, all of which were included in  the  three
      months ended March 31, 1997, include $11.2 million in  one-
      time  preopening expenses, consisting primarily  of  direct
      incremental  personnel costs and advertising and  marketing
      expenses, associated with the 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  was received on February 11, 1997 net of an original
      issue discount of 2.75%, was $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 nine  month  periods
      ended  September  30,  1997  and  1996  as  determined   in
      accordance with SFAS 128:
     
<TABLE>
<CAPTION>
     
                        Three Months Ended      Nine Months Ended
                          September 30,           September 30,
                       --------------------    -------------------
                         1997        1996        1997       1996
                       --------    --------    --------   -------- 
<S>                     <C>         <C>         <C>        <C>
Earnings per share:                                         
          As reported   $ 0.36      $ 0.20      $ 0.55     $ 0.70
          Basic         $ 0.36      $ 0.23      $ 0.56     $ 0.71
          Diluted       $ 0.35      $ 0.20      $ 0.55     $ 0.70

</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,  which
  consisted  of  the  opening of (i) the  Masquerade  Village  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 entertainment event  featuring
  parade  floats  with  live  entertainers  suspended  from   the
  Masquerade    Village's   ceiling;   and   the   addition    of
  approximately  1,000 new suites, 447 of which became  available
  as  of  December  31,  1996  with  the  additional  new  suites
  becoming   available in mid-March 1997; and  (ii)   in  mid-May
  1997,  the  opening of the upper most floors  of  the  41-story
  Masquerade  Tower  including  31  new  suites  and  the  VooDoo
  Restaurant and Lounge on the 40th and 41st floors which  offers
  panoramic views of the Las Vegas valley.
  
  In  addition,  during the third quarter of  1997,  the  Company
  consummated  the  purchase  of  the  Seven  Hills  Golf  Course
  located  approximately  15  minutes  south  of  the  Rio.   The
  facility  has  been  renamed the  Rio  Secco  Golf  Club.   The
  Company intends to use the course to provide a golf school  and
  golf  vacation packages to its guests, and provide play on  the
  course  primarily  to  the Rio's local and  tourist  customers.
  The  golf  course  opened for play in  October  1997,  and  the
  clubhouse is scheduled to open in the spring of 1998.
  
  The  Company, together with Paradise Valley, L.L.C., a Michigan
  limited  liability  company ("Paradise Valley"),  has  filed  a
  joint  application with the City of Detroit, Michigan to obtain
  one  of  the three licenses to operate a hotel/casino  in  that
  venue.   Pursuant to the terms of the agreement  with  Paradise
  Valley,   the   Company  would  be  the  majority   owner   and
  controlling  partner of the joint venture  company,  and  would
  receive  a management fee based on gross revenues for operating
  the  joint venture business.  The total investment is estimated
  to  be  approximately $750 million, with the Company to provide
  $150 million in equity capital and to raise the balance of  the
  anticipated  investment through project financing  obtained  by
  the  joint venture company.  At the present time, there  are  a
  number  of  applicants  for the three  licenses  that  will  be
  granted in the City of Detroit, including two groups that  have
  been  designated to receive special consideration by  the  City
  of  Detroit.  Plans for a Detroit project are in the conceptual
  bidding  phase, and are contingent upon licensing and financing
  issues.   There  can  be  no  assurance  that  the  Company and 
  Paradise  Valley will be  successful  in securing  one  of  the
  gaming licenses.
  
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
  
  REVENUES
  
  The  Company's net revenues increased to $103.6 million in  the
  three  months  ended September 30, 1997 from $53.2  million  in
  the  three  months  ended September 30, 1996,  an  increase  of
  $50.3    million    or   95%.    Casino   revenues    increased
  $30.3  million, or 113%, to $57.2 million for the three  months
  ended  September  30, 1997, compared to $26.9  million  in  the
  three  months  ended September 30, 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 1,784 and 75, respectively, in the three  months
  ended September 30, 1996
  
                                9
<PAGE>

  to  2,491  and  106,  respectively, in the three  months  ended
  September  30,  1997.  Table game revenues were  $33.6  million
  for  the three months ended September 30, 1997, an increase  of
  $24.0 million, or 250%,  from the $9.6 million reported in  the
  three  months  ended  September 30, 1996.  When  comparing  the
  three  months  ended September 30, 1997 and  the  three  months
  ended  September 30, 1996, the table game hold  percentage  was
  22.3%  and 15.7%, respectively, and table game handle increased
  to  $144.9  million,  or 137%, from $61.1 million.   Management
  believes  that 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,  were  the  primary
  contributors  to  the  increased  table  game  revenues.   Slot
  machine  revenues were $21.7 million in the three months  ended
  September  30, 1997, an increase of $5.9 million, or 37%,  from
  revenues in the three months ended September 30, 1996 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  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 29% from $1.4  million
  in  the  three months ended September 30, 1996 to $1.8  million
  in  the  three  months ended September 30,  1997,  due  to  the
  increase  in  customer traffic associated with  the  Masquerade
  Village and Tower expansion.
  
  Room  revenues  increased by $7.9  million, or  80%,  to  $17.7
  million in the three months ended September 30, 1997 from  $9.8
  million   in  the  three  months  ended  September  30,   1996.
  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 three months ended  September  30,
  1996 to $89 in the three months ended September 30, 1997.   The
  occupancy  rate  was  89.0%  during  the  three  months   ended
  September  30,  1997, compared to 94.3% for  the  three  months
  ended  September  30, 1996, with 79,813 and 63,389  more  rooms
  being  available  and  occupied,  respectively,  in  the  three
  months ended September 30, 1997.
  
  Food  and beverage revenues increased $13.2  million,  or  74%,
  to  $30.9 million in the three months ended September 30, 1997,
  compared  to $17.7 million in the three months ended  September
  30,   1996.   Management  believes  that  the  opening  of  the
  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 $3.1 million, or 81%, to $7.0  million
  in  the  three  months  ended September  30,  1997,  from  $3.9
  million  in  the three months ended September  30,  1996.   The
  primary  reasons for this increase were an increase in showroom
  admissions,  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  19%  for
  the  three  months ended September 30, 1997  and  16%  for  the
  three  months  ended  September 30,  1996,  respectively.   The
  casino  operating  margin was $26.5 million,  or  46%,  in  the
  three  months  ended  September  30,  1997  compared  to  $12.7
  million, or 47%, in the three months ended September 30,  1996.
  Management  believes  that  payroll and  other  volume  related
  expenses,  including  casino marketing and  promotional  costs,
  together  with  an  increase in reserves  associated  with  the
  potential  uncollectibility  of  casino  receivables  of   $6.2
  million  in the three months ended September 30, 1997  compared
  to  no  change  in the three months ended September  30,  1996,
  were  primary  contributors  to  the  decrease  in  the  casino
  operating   profit   margin.   For  the  three   months   ended
  September 30, 1997 and 1996, hotel operating profits  were  70%
  and  67%,  respectively;  food and beverage  operating  profits
  were  22% and 23%, respectively; and other operating department
  profit  margins  were  41%  and  49%,  respectively,  with  the
  decrease 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 as a percentage  of  net  revenue,
  decreased  from  14% for the three months ended  September  30,
  1996 to 13% for the three months ended September 30, 1997.
  
                               10
<PAGE>
  
  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
  three  months  ended September 30, 1997 and 1996, respectively.
  The  percentage decrease was primarily due to the  increase  in
  total revenues.
  
  DEPRECIATION AND AMORTIZATION
  
  Depreciation  and  amortization increased by $2.1  million,  or
  50%,  to  $6.4  million  in  the  in  the  three  months  ended
  September  30,  1997,  compared to $4.3 million  in  the  three
  months  ended  September 30, 1996.  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 $5.3 million, or 304%,  to  $7.1
  million  in the in the three months ended September  30,  1997,
  from  $1.8  million in the in the three months ended  September
  30,  1996, primarily 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 three months ended September 30,  1997  was
  $7.8  million,  or  $0.36 per common share,  compared  to  $4.3
  million  or  $0.20 per common share for the three months  ended
  September 30, 1996.
  
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
  
  REVENUES
  
  The  Company's net revenues increased to $270.7 million for the
  nine  months  ended September 30, 1997 from $163.1  million  in
  the  nine  months  ended September 30,  1996,  an  increase  of
  $107.6  million,  or  66%.   Casino  revenues  increased  $58.1
  million,  or  70%, to $141.2 million for the nine months  ended
  September  30,  1997,  compared to $83.1 million  in  the  nine
  months  ended  September 30, 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 1,880 and 76, respectively, in the nine  months
  ended  September  30, 1996 to 2,442 and 102,  respectively,  in
  the  nine months ended September 30, 1997.  Table game revenues
  were  $74.1  million  for the nine months ended  September  30,
  1997,  an  increase of $43.7 million, or 144%,  from the  $30.4
  million  in  the  nine months ended September 30,  1996.   When
  comparing  the  nine months ended September 30,  1997  and  the
  nine  months  ended  September 30, 1996, the  table  game  hold
  percentages were 19.4% and 16.0%, respectively, and table  game
  handle  increased  to  $381.9 million,  or  100%,  from  $190.8
  million.   Management believes that the increase in table  game
  handle  was  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  higher  average  wagers.   Slot   machine
  revenues  were  $62.2 million in the first  nine  months  ended
  September 30, 1997, an increase of $13.9 million, or 29%,  from
  $48.3  million  in  the nine months ended September  30,  1996.
  Management believes that the increase in the average number  of
  slot  machines  available and the increase in customer  traffic
  associated  with  the  Masquerade Village and  Tower  expansion
  were  the  primary  reasons for the increase  in  slot  machine
  revenues.   Other casino revenues, consisting of the  race  and
  sports books, keno and poker, increased 11% to $4.9 million  in
  the  nine months ended September 30, 1997 from $4.4 million  in
  the  nine months ended September 30, 1996, primarily due to the
  increased  foot  traffic associated with  the  opening  of  the
  Masquerade Village and Tower expansion.
  
  Room  revenues  increased by $20.3  million, or 67%,  to  $50.4
  million  for  the  nine months ended September  30,  1997  from
  $30.1  million  in  the nine months ended September  30,  1996.
  Management  believes that the primary reasons for the  increase
  in  room  revenues were the additional availability of the  new
  suites in the
  
                               11
<PAGE>

  Masquerade Tower and an increase in the average room rate  from
  $74  in the nine months ended September 30, 1996 to $89 in  the
  nine  months ended September 30, 1997.  The occupancy rate  was
  90.0%   during  the  nine  months  ended  September  30,  1997,
  compared to 95.6% for the nine months ended September 30,  1996
  same  period  in the prior year; with 202,075 more rooms  being
  available  and occupied in the nine months ended September  30,
  1997 compared to the nine months ended September 30, 1996.
     
  Food and beverage revenues increased $30.0 million, or 57%,  to
  $83.0  million  in  the nine months ended  September  30,  1997
  compared  to  $53.0  million in the  first  nine  months  ended
  September  1996.   Management  believes  that  the  opening  of
  Masquerade  Village, including the initial five new restaurants
  and  bars  on  February  7, 1997, the  opening  of  the  VooDoo
  Restaurant  and  Lounge on May 24, 1997 and increased  customer
  traffic  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 $7.3 million, or  64%,  to  $18.7
  million  in  the  nine months ended September  30,  1997,  from
  $11.4  million  in  the nine months ended September  30,  1996.
  The  primary  reasons  for this increase were  an  increase  in
  showroom   admissions,  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  19%  for  the  nine  months  ended
  September  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  47%  in  the  nine
  months  ended September 30, 1997 compared to 52%  in  the  nine
  months  ended  September 30, 1996.  Payroll  and  other  volume
  related  expenses, increased casino marketing  and  promotional
  costs   and  an  increase  in  reserves  associated  with   the
  potential  uncollectibility  of  casino  receivables  of  $11.8
  million  for the nine months ended September 30, 1997  compared
  to  $0.1  million in the nine months ended September 30,  1996,
  are  the  primary contributors to the decrease  in  the  casino
  operating  profit margin.  For the nine months ended  September
  30,  1997  and 1996, hotel operating profits were 70% and  67%,
  respectively, food and beverage operating profits were  23%  in
  each  of  the  periods, and other operating  department  profit
  margins  were  40%  and 49%, respectively,  with  the  decrease
  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 were 14% of net revenues  in  each  of
  the nine months ended September 30, 1996.
  
  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  nine
  month  periods ended September 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 $6.2  million,  or
  49%,  to  $18.7 million in the nine months ended September  30,
  1997,   compared  $12.5  million  in  the  nine  months   ended
  September  30,  1996.  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 $12.1 million, or 170%, to  $19.2
  million for the nine months ended
  
                               12
<PAGE>

  September 30, 1997, from $7.1 million in the nine months  ended
  September  30, 1996, or 170%, primarily 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 nine months ended September 30, 1997, after
  deducting  $11.2  million ($7.1 million  net  after  taxes)  of
  preopening  expenses  associated  with  the  opening   of   the
  Masquerade  Village and Tower, was $12.0 million.  Adjusted  on
  a  pro forma basis for the one-time charge of $7.1 million  for
  preopening  expense,  net  income for  the  nine  months  ended
  September  30, 1997 would have been $19.1 million, compared  to
  net  income  for the nine months ended September  30,  1996  of
  $15.1 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 issued  $125.0  million  in
  principal  amount  of the Company's 9 1/2% Senior  Subordinated
  Notes  Due  2007.   Approximately $112.0  million  of  the  net
  proceeds  of  $121.5  million  were  utilized  to  reduce   the
  principal  amount  that  had  been drawn  under  the  Company's
  $200.0  million  bank line of credit (the "Rio  Bank  Loan")  ,
  thereby  increasing the amount available to the  Company  under
  the line of credit by a corresponding amount.
     
  During  the  nine  months ended September 30,  1997,  net  cash
  provided  by operating activities was $32.5 million.  Net  cash
  used  in  investing  activities was  $77.0  million,  including
  approximately  $54.5  million related to  the  construction  of
  the  Masquerade  Village and Tower expansion, $6.1  million  in
  land  acquisitions adjacent to the Rio, and $16.4  million  for
  the  acquisition  of  the  Rio Secco Golf  Club.   The  Company
  obtained an $8.0 million loan from Bank of America in May  1997
  as  partial  funding of its estimated $28.0 million investment,
  including  the assumption of $4.5 million in debt, in  the  Rio
  Secco  Golf  Club, which will include a clubhouse, golf  school
  and other associated amenities.

  Should  the Company and its joint venture partners be  selected
  for  one  of  three  authorized licenses for  hotel-casinos  in
  Detroit, the Company and the joint venture will be required  to
  obtain  financing.  Based upon present  conceptual  plans,  the
  total  project  cost is presently estimated to be approximately
  $750  million.  No assurance can be given that the Company  and
  its  joint  venture  partner will be selected  as  one  of  the
  preferred applicants or that the Company and its joint  venture
  partner will obtain acceptable financing.

  Covenants  under  the Company's bank line of  credit  currently
  restrict the Company's ability to finance the proposed  Detroit
  project.   The  Company  has commenced preliminary  discussions
  with   the   banks  and  believes  that  covenant  waivers   or
  amendments  can  be negotiated.  However, no assurance  can  be
  given  at  this  time that such waivers or amendments  will  be
  received.
  
  The  Company has commenced the first phase of a new master plan
  (the  "New Rio Master Plan").  The first phase of the  New  Rio
  Master  Plan  will  include  a  new  road  which  will  provide
  additional  access  to the Las Vegas Strip,  site  work  for  a
  future   resort,  and  various  additions  to  the  Rio.    The
  improvements  to  the  Rio will include a 100,000  square  foot
  entertainment/  meeting/  special  event/  convention   center,
  10,000  square  fleet  of  new  retail  space,  nine  "Palazzo"
  suites,  an  additional swimming pool, a 650-car valet  parking
  garage, an authentic Chinese restaurant, 20,000 square feet  of
  additional  exhibition  space in  the  Masquerade  Village,  an
  expansion of the Shutters premium gaming lounge, creation of  a
  concierge  suite  level  in both of the  Rio's  existing  hotel
  towers,   and   an   expansion  of  the   Rio's   spa.    These
  improvements, along with the new road, are
  
                               13
<PAGE>

  scheduled  to open in stages through 1998 and early 1999.   The
  New  Rio  Master  Plan also provides for a separate  3,000-room
  hotel  casino resort on the 43-acre site adjacent to  the  Rio.
  The  timetable,  theme and cost of this separate  hotel  casino
  resort  project  have  not  yet  been  established.   When  the
  Company  elects to proceed beyond the first phase  of  the  New
  Rio  Master  Plan,  the  Company may  require  additional  debt
  and/or equity financing.
  
  The  Rio  Bank Loan is a $200.0 million senior secured reducing
  revolving  credit facility that matures June 30, 2001  obtained
  from  a  syndicate  of  banks led by Bank of  America  National
  Trust  Savings  Association ("Bank of America NT&SA").   As  of
  September  30, 1997, $130.0 million was available for borrowing
  under  the Rio Bank Loan.  Proceeds from the Rio Bank Loan  may
  be  used for general corporate purposes.  The Rio Bank Loan  is
  secured  by a first deed of trust on substantially all  of  the
  real  property  owned by Rio Properties,  and  other  real  and
  personal  property,  and is guaranteed by  the  Company,  which
  guarantee  is secured by a pledge of the capital stock  of  Rio
  Properties.   The Company is currently engaged  in  discussions
  with  Bank of America NT&SA to amend and restate the  Rio  Bank
  Loan (the "Amended and Restated Rio Bank Loan") to provide  for
  a  $275.0 million credit facility that will mature December 31,
  2003.  The Amended and Restated Rio Bank Loan will provide  for
  greater  borrowing capacity, subject to compliance with certain
  financial   tests,  and  lower  pricing.   There  can   be   no
  assurances  that  the Company will be able to  modify  the  Rio
  Bank Loan.
  
  Based  upon  cash  on  hand, cash available through  borrowing,
  including  additional issuances of debt, and cash  provided  by
  operations,  the  Company believes that it  has  adequate  cash
  available  to fund real estate purchase commitments, the  first
  phase  of  the  New  Rio Master Plan, ongoing  maintenance  and
  upgrades,   investment   commitments   associated   with    the
  acquisition  of  the  Rio  Secco Golf Club  and  the  Company's
  operations.

                               14
<PAGE>
                                
                   PART II.  OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

  NONE
  
ITEM 2.   CHANGES IN SECURITIES

  NONE

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

  NONE
  
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  NONE
  
ITEM 5.   OTHER INFORMATION

  NONE
  
ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

  (a)    EXHIBITS
  
  
     EXHIBIT   
      NUMBER                     DESCRIPTION
               
      11.01    Computation of Earnings Per Common Share
               
      27.01    Financial Data Schedule

  
  (b)    REPORT 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)
                                   
                                   
                                   
     October 31, 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
                                                             
 11.01    Computation of Earnings per Common Share          18
                                                             
 27.01    Financial Data Schedule                           19


                               17
<PAGE>