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:             March 31, 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.
                                
21,319,741 shares of Common Stock, $0.01 par value as of May 5, 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       8

PART II. OTHER INFORMATION

     Item 1.  Legal Proceedings                                  11

     Item 2.  Changes in Securities                              12

     Item 3.  Defaults Upon Senior Securities                    12

     Item 4.  Submission of Matters to a Vote of 
              Security Holders                                   12

     Item 5.  Other Information                                  12

     Item 6.  Exhibits and Reports on Form 8-K                   12

SIGNATURES                                                       13

EXHIBIT INDEX                                                    14

                                2
<PAGE>

<TABLE>            
<CAPTION>

            RIO HOTEL & CASINO, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS


                                                March 31,       December 31,
                                                  1997              1996
                                               (Unaudited)
                   ASSETS
<S>                                         
Current assets:                              <C>               <C>
  Cash and cash equivalents                  $   19,310,062    $   10,623,094
  Accounts receivable, net                       12,105,556         8,690,105
  Federal income taxes receivable                 1,724,135         1,147,106
  Inventories                                     4,547,968         3,871,345
  Prepaid expenses and other current assets       6,846,524         5,534,895
    Total current assets                         44,534,245        29,866,545

Property and equipment:
  Land and improvements                          55,952,725        51,311,851
  Building and improvements                     393,036,750       196,918,053
  Equipment, furniture and improvements          79,535,235        72,052,458
  Less: accumulated depreciation                (65,582,851)      (60,501,211)
                                                462,941,859       259,781,151
  Construction in progress                       13,053,785       190,210,277
    Net property and equipment                  475,995,644       449,991,428

Other assets, net                                19,179,206        14,691,613

                                             $  539,709,095    $  494,549,586


    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term debt       $      356,227    $      352,239
  Accounts payable                                8,700,664         5,854,830
  Accrued expenses                               16,432,121        11,967,407
  Accounts payable - related party               15,785,501        19,604,470
  Accrued interest                                5,197,619         7,072,067
    Total current liabilities                    46,472,132        44,851,013

Non-current liabilities:
  Long-term debt, less current maturities       300,451,999       253,949,283
  Deferred income taxes                          12,984,824        13,874,060
    Total non-current liabilities               313,436,823       267,823,343

    Total liabilities                           359,908,955       312,674,356

Stockholders' equity:
  Common stock, $0.01 par value;
   100,000,000 shares authorized;
   21,204,541 and 21,170,441 shares
   issued and outstanding                           212,046           211,705
  Additional paid-in capital                    113,482,690       113,140,798
  Retained earnings                              66,105,404        68,522,727
    Total stockholders' equity                  179,800,140       181,875,230

                                             $  539,709,095    $  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
                                         March 31, 1997    March 31, 1996

<S>                                      <C>               <C>
Revenues:
  Casino                                 $   33,012,359    $    28,591,974
  Room                                       14,995,925         10,447,578
  Food and beverage                          23,253,604         17,187,397
  Other                                       5,203,978          3,610,268
  Casino promotional allowances              (6,538,281)        (4,748,340)

                                             69,927,585         55,088,877

Expenses:
  Casino                                     18,230,112         13,022,789
  Room                                        4,191,490          3,319,454
  Food and beverage                          17,954,856         13,423,506
  Other                                       2,863,254          1,866,675
  Selling, general and administrative         9,014,196          7,990,396
  Depreciation and amortization               5,367,613          4,064,450
  Preopening expense                         11,200,000                  -

                                             68,821,521         43,687,270

Operating profit                              1,106,064         11,401,607

Interest expense                              4,919,405          2,876,496

Income (loss) before income tax              (3,813,341)         8,525,111

Income tax benefit (provision)                1,396,018         (3,199,277)

Net income (loss)                        $   (2,417,323)   $     5,325,834

Earnings (loss) per common share:
  Primary:
    Net income (loss)                    $        (0.11)   $          0.25
    Weighted average number of common
     shares outstanding                      21,489,034         21,456,306

  Fully diluted:
    Net income (loss)                    $        (0.11)   $          0.25
    Weighted average number of common
     shares outstanding                      21,503,113         21,532,203

See accompanying Notes to Consolidated Financial Statements
</TABLE>

                                4
<PAGE>

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

                                                            Three Months Ended
                                                                  March 31,
                                                          1997               1996
<S>                                                  <C>                <C>  
Cash flows from operating activities:
  Net income (loss)                                  $   (2,417,323)    $    5,325,834
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Compensation expense recognized from
       stock option grant                                    28,871             30,400
     Depreciation and amortization                        5,367,613          4,064,450
     Provision for uncollectible accounts                   136,043            375,694
     Deferred income taxes                                 (936,851)           898,202
     (Increase) decrease in assets:
       Accounts receivable                               (3,551,494)        (1,965,106)
       Inventories                                         (676,623)           328,381
       Prepaid expenses and other current assets         (1,947,831)          (349,016)
       Other, net                                           631,280            291,074
     Increase (decrease) in liabilities:
       Accounts payable                                   2,845,833           (853,971)
       Accrued federal income tax                                 -          2,261,310
       Accrued expenses                                   4,567,255          2,172,393
       Accrued interest                                  (1,976,990)        (2,091,771)

Net cash provided by operating activities                 2,069,783         10,487,874

Cash flows from investing activities:
  Purchase of land and improvements                      (4,640,874)        (3,086,202)
  Purchase of equipment, furniture and
    improvements                                        (30,263,951)       (22,601,120)
  Funds advanced for purchase of interest in golf
    course                                               (5,180,196)                 -

Net cash used in investing activities                   (40,085,021)       (25,687,322)

Cash flows from financing activities:
  Proceeds from borrowings                               37,000,000          8,000,000
  Net proceeds from issuance of senior
    subordinated notes                                  121,562,500                  -
  Net proceeds from common stock issuance                   195,500            251,600
  Payments on notes and loans payable                  (112,055,794)                 -
  Repurchase of common stock                                      -            (58,750)

Net cash provided by financing activities                46,702,206          8,192,850

Net increase (decrease) in cash and cash equivalents      8,686,968         (7,006,598)
Cash and cash equivalents, beginning of period           10,623,094         19,992,695

Cash and cash equivalents, end of period             $   19,310,062     $   12,986,097

See accompanying Notes to Consolidated Financial Statements
</TABLE>

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

<TABLE>
<CAPTION>
                 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
                                   (Unaudited)
                                                 
                                                    Three Months Ended
                                                         March 31,
                                                 1997              1996
<S>                                         <C>                <C>   
Cash payments made for interest, net of
  capitalized interest                      $  6,579,425       $  4,706,661

Cash payments made for income taxes         $          -       $          -

</TABLE>

1997

Purchase of property and equipment financed through payables 
 totaled $15,785,501.

Tax benefit arising from the exercise of stock options under 
 the Company's Non-Statutory Stock Option Plan totaled $117,862.


1996

Purchase of property and equipment financed through payables 
 totaled $13,429,785.

Tax benefit arising from the exercise of stock options under 
 the Company's Non-Statutory Stock Option Plan totaled $142,013.

                                   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, Cinderlane, Inc.
      and HLG, Inc. (collectively, the "Company").

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

      The consolidated balance sheet as of March 31, 1997 and
      the related consolidated statements of income and cash
      flows for the three month periods ended March 31, 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.

NOTE 2 - PREOPENING EXPENSE

      During the first quarter of 1997, the Company's operating
      expenses include $11.2 million in one-time preopening
      expenses, consisting primarily of direct incremental
      personnel costs and advertising and marketing expenses
      associated with the opening of the Masquerade Village and
      Tower.

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 ("SFAS
      128"), "Earnings Per Share".  SFAS 128 establishes new
      standards for computing and reporting earnings per share
      and is effective for financial statements issued for
      periods after December 15, 1997.  Earlier application of
      SFAS 128 is not permitted and on adoption requires
      restatement (as applicable) of all prior period earnings
      per share data presented.  Although the Company does not
      expect the implementation of FASB 128 to have a material
      effect on earnings per share as presented, such effect has
      not been determined.

                                7
<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

THREE MONTHS ENDED MARCH 31, 1997 AND 1996

  OVERVIEW
  
  Throughout the first quarter of 1997, the Masquerade Village
  and Tower expansion project was phased into operation,
  consisting of the opening of (i) Masquerade Village on
  February 7, 1997, including five of the six new Masquerade
  Village and Tower restaurants, 30,000 square feet of
  additional casino space, approximately 32,000 square feet of
  retail area, a wine cellar, and the "Masquerade Show in the
  Sky", an entertainment event provided daily to Rio customers;
  and (ii) approximately 1,000 of the 1,031 new suites by March
  31, 1997.  During the second quarter of 1997, the highest
  floors of the 41-story Masquerade Tower will be completed with
  the addition of 31 new suites and the opening of the VooDoo
  Cafe on the 40th and 41st floors which will offer dining,
  entertainment and panoramic views of the Las Vegas Strip and
  surrounding 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.  Pursuant to the
  terms of the agreement, the Company will operate the Golf
  Course as its general partner.  In addition to providing an
  attractive amenity for the Rio's local and tourist customers,
  the Golf Course has been planned as a premier, limited play,
  public course.  The Golf Course is scheduled to open in the
  fall of 1977.
  
  REVENUES
  
  The Company's net revenues increased to $69.9 million in the
  first quarter of 1997 from $55.1 million in the same period in
  the prior year, an increase of $14.8 million or 27%.  Casino
  revenues increased $4.4 million, or 15%, to $33.0 million for
  the three months ended March 31, 1997 compared to $28.6
  million in the first 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 1,996 and 77, respectively, in the first
  quarter of 1996 to 2,284 and 95, respectively, in the current
  year period.  Table game handle increased 62% in the current
  year's first quarter from the same period in the prior year.
  However, a lower table game win percentage resulted in a table
  game win increase of $3.3 million, or 32%, to $13.7 million
  for the three months ended March 31, 1997 from $10.4 million
  in the prior year period.  Slot machine revenues were $17.9
  million in the first quarter of 1997, an increase of $1.3
  million, or 8%, from 1996 first quarter revenues of $16.6
  million.  Race and sports book revenues were each
  approximately $0.1 million lower in the 1997 period compared
  to the first quarter of 1996.  A lower hold percentage in the
  sports book and a decrease in wagers in the race book, which
  was negatively impacted by the inability to televise live
  races from California tracks due to an industry-wide contract
  dispute, were the primary reasons for the lower wins.  In
  addition, the race and sports book facility was renovated and
  remodeled during the first quarter of 1997, which resulted, at
  times, in reduced seating capacity and lower betting station
  availability.
  
  Room revenues increased by $4.6 million, or 43%, to $15.0
  million in the first quarter of 1997 from $10.4 million in the
  same period in the prior year.  Management believes that the
  primary reasons for this increase in revenues were the
  additional availability of the new suites in the Masquerade
  Tower and an
  
                                8
<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 MARCH 31, 1997 AND 1996 (CONTINUED)
  
  increase in the average room rate from $76 in the first
  quarter of 1996 to $89 in the current year's quarter.  The
  occupancy rate was 93.2% during the quarter ended March 31,
  1997 compared to 96.9% for the same quarter in the prior year.
  
  Food and beverage revenues increased $6.1 million, or 35%, to
  $23.3 million in the three months ended March 31, 1997
  compared to $17.2 million in the first quarter of 1996.
  Management believes that the opening of Masquerade Village,
  including the five new restaurants and bars and increased
  customers generated through the additional rooms, was the
  primary reason for the increase.  An increase in the average
  food check also contributed to the increase in food and
  beverage revenues.

  Other revenues increased by $1.6 million to $5.2 million in
  the current year's first quarter from $3.6 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
  rental income 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 revenues was 18% and 21% for the quarters ended March 31,
  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,  totaled approximately $11.2 million in the first
  quarter of 1997.  Casino operating profit was 45% for the
  three months ended March 31, 1997 compared to 54% in the same
  quarter in the prior year.  Management believes that expenses
  associated with the current quarter's 62% increase in table
  game volume and the decrease in table game hold percentage was
  the primary contributor to the decrease in the casino's
  operating profit margin.  For the three months ended March 31,
  1997 and 1996, hotel operating profits were 72% and 68%,
  respectively;  food and beverage were 23% and 22%,
  respectively; and other operating departments were 45% and
  48%, respectively.  Selling, general and administrative
  expenses increased $1.0 million to $9.0 million for the
  quarter ended March 31, 1997 compared to the prior year's
  first quarter.  As a percentage of net revenues, selling,
  general and administrative expenses decreased from 14% for the
  quarter ended March 31, 1996 to 13% for the quarter ended
  March 31, 1997.

  PROMOTIONAL ALLOWANCES

  Promotional allowances, which represent the retail value of
  rooms, food, beverage and other services provided to customers
  without charge, were 8% of gross revenues in each of the
  quarters ended March 31, 1997 and 1996.
  
  DEPRECIATION AND AMORTIZATION

  Depreciation and amortization increased by $1.3 million, or
  31%, to $5.4 million in the first quarter of 1997 compared to
  $4.1 million in the prior year's first quarter.  This increase
  is primarily attributable to depreciation expense associated
  with the opening of the Masquerade Village and Tower.

  OTHER INCOME (EXPENSE)

  Interest expense increased by $2.0 million to $4.9 million in
  the first quarter of 1997 from $2.9 million in the same period
  in 1996.  Interest expense was reduced by $2.5 million and
  $0.4 million for the three month periods ended March 31, 1997
  and 1996, respectively, due to interest being capitalized on
  the Masquerade Village and Tower construction projects.  In
  addition, interest expense was higher in the current year's
  quarter due to the issuance on February 11, 1997 of $125.0
  million in principal amount of 91/2% Senior Subordinated Notes
  Due 2007.
  
                                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 MARCH 31, 1997 AND 1996 (CONTINUED)
  
  NET INCOME

  Net loss for the first quarter of 1997, after deducting $11.2
  million of preopening expenses associated with the opening of
  the Masquerade Village casino, retail, dining and
  entertainment complex and approximately 1,000 new suites in
  the Masquerade Tower, was $2.4 million.  Adjusted on a pro
  forma basis for the one-time charge of $11.2 million in
  preopening expenses, net income for the quarter would have
  been $4.7 million.  This compares to net income in the first
  quarter of 1996 of $5.3 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 million 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, thereby
  increasing the amount available to the Company under the line
  of credit by a corresponding amount.
     
  During the quarter ended March 31, 1997, net cash provided by
  operating activities was $2.1 million.  Net cash used in
  investing activities was $40.1 million, including
  approximately $30.0 million for the construction of the
  Masquerade Village and Tower, $4.6 million in land
  acquisitions adjacent to the Rio and $5.2 million for advances
  associated with the investment in the Golf Course.  The
  Company has negotiated an $8.0 million loan from Bank of
  America, Nevada that is expected to be funded during the
  second quarter of 1997 to finance the $9.0 million anticipated
  investment in the Golf Course.
     
  Based upon cash on hand, cash available through borrowings
  under the $200.0 million line of credit and the $8.0 million
  loan from Bank of America, Nevada for the investment in the
  Golf Course, and cash provided by operations, the Company
  believes that it has adequate cash available to fund the
  remaining cost of the Masquerade Village and Tower expansion,
  real estate purchase commitments, and investment commitments
  associated with the acquisition of the Golf Course and its
  operation.
  
                               10
<PAGE>
  
                   PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

  WILLIAM H. AHERN V. CAESARS WORLD, INC., ET AL., Case No. 94-
  532-Civ-Orl-22, instituted on May 10, 1994 in the United
  States District Court for the Middle District of Florida,
  transferred to the United States District court for the
  district of Nevada, Southern Division; WILLIAM POULOS V.
  CAESARS WORLD, INC., ET AL., Case No. 94-478-Civ-Orl-22,
  instituted on April 26, 1994 in the United States District
  Court for the Middle District of Florida, transferred to the
  United States District court for the district of Nevada,
  Southern Division;  LARRY SCHREIER V. CAESARS WORLD, INC., ET
  AL., Case No. 95-923-LDG (RJJ), instituted on September 26,
  1995, in the United States District Court for the District of
  Nevada, Southern Division.  Plaintiffs in these actions, each
  purportedly representing a class, filed complaints against
  manufacturers, distributors and casino operators of video
  poker and electronic slot machines, including the Company,
  alleging that the defendants have engaged in a course of
  conduct intended to induce persons to play such games 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 Complaints charge defendants with violations
  of the Racketeer Influenced and Corrupt Organizations Act, as
  well as claims of common law fraud, unjust enrichment and
  negligent misrepresentation, and seek damages in excess of $1
  billion without any substantiation of that amount.  The
  Company filed motions to dismiss the Complaints.  The Nevada
  District Court dismissed the Complaints, granting leave to
  Plaintiffs to re-file, and denying as moot all other pending
  motions, including those of the Company.  The Plaintiffs filed
  an amended complaint on or about May 31, 1996.  The Company
  renewed its motions to dismiss based on abstention and related
  doctrines, and joined in the motions to dismiss filed by other
  defendants, which were based on defects in the pleadings.  The
  Nevada District Court consolidated the actions (and one other
  action styled WILLIAM POULOS V. AMERICAN FAMILY CRUISE LINE,
  N.V, ET AL, Case No. CV-S-95-936-LDG (RLH), in which the
  company is not a named defendant), ordered Plaintiffs to file
  a consolidated amended complaint on or before February 14,
  1997, and ordered all defense motions, including those of the
  company, withdrawn without prejudice. The parties have
  established a steering committee to address motion practice,
  scheduling and discovery matters. Plaintiffs filed their
  consolidated amended complaint on February 14, 1997.  The
  defendants, including the Company, filed consolidated motions
  to dismiss the consolidated amended complaints.  The motions
  to dismiss are based on defects in the pleadings, failure to
  state a claim, and abstention and related doctrines.
  Management believes that the substantive allegations in the
  Complaints are without merit and intends vigorously to defend
  the allegations.
  
  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 primiarily 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 and has joined in
  another motion to dismiss on other grounds.  The motions are
  pending.  The Management believes that the complaint is
  without merit and the Company intends vigorously to defend the
  allegations.
  
  On  December  27,  1996,  a  purported  stockholder  derivative
  action (PARK EAST, INC. V. ANTHONY A. MARNELL II, ET AL.,  Case
  No.  CV-596-01196-HDM (RLH)), was filed in  the  United  States
  District  Court for the District Court of Nevada,  against  the
  Company   as  a  nominal  defendant,  five  of  the   Company's
  directors,   Marnell   Carrao  and  Marnell   Chartered.    The
  complaint  alleges that pursuant to construction contracts  and
  architectural  contracts  with  Marnell  Carrao   and   Marnell
  Chartered,  respectively, the Company paid  unfair  amounts  in
  exchange  for  the  services provided.  The  complaint  alleges
  breach  of  fiduciary  duty by each of the director  defendants
  and  seeks  rescission of the contracts, damages to  compensate
  the  Company to the extent that contract amounts are unfair  to
  the  Company,  and  injunctive relief prohibiting  the  Company
  from  entering  into  similar contracts  with  Mr.  Marnell  or
  entities  which he controls.  On January 27, 1997, the  Company
  and  the  director  defendants filed a motion  to  dismiss  the
  complaint.   On  this  same  date Marnell  Corrao  and  Marnell
  Chartered  filed  a  motion to dismiss and  a  joinder  in  the
  Company's  motion  to dismiss.  On April 21,  1997,  the  court
  entered  an  order  denying  the  Company  and  the  individual
  directors motion to dismiss.  The court granted Marnell  Corrao
  and Marnell Chartered's motion to dismiss.
  
                               11
<PAGE>

ITEM 2.  CHANGES IN SECURITIES

  The Company's $125 million principal amount of 91/2% Senior
  Subordinated Notes Due 2007 limit the ability of the Company
  and its subsidiaries to pay dividends or make other
  distributions.
  
  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 34,100 shares of the
  Company's Common Stock.

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
             
      4.01   Eleventh Amendment to Credit Agreement and Waiver dated
             as of May 13, 1997 among Rio Properties, Inc., Rio
             Leasing, Inc., Bank of America National Trust & Savings
             Association, as Agent and as a Bank, and Wells Fargo
             Bank National Association, First Security Bank, N.A.,
             NBD 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; Twelfth Amendment to Credit Agreement and Waiver 
             dated as of May 13, 1997 among Rio Properties, Inc., Rio
             Leasing, Inc., Bank of America National Trust & Savings
             Association, as Agent as a Bank, and Wells Fargo Bank
             National Trust & Savings Association, First Security
             Bank, N.A., NBD 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.
             
     11.01   Computation of Earnings Per Common Share
             
     27.01   Financial Data Schedule

  
  (b)  REPORT ON FORM 8-K
  
     The Company filed a Form 8-K dated February 4, 1997 with the
     Securities and Exchange Commission on February 25, 1997
     reporting that the Company and its wholly owned subsidiary
     Rio Properties, Inc. (the "Guarantor") entered into an
     agreement with Salomon Brothers Inc and Banc America
     Securities, Inc. (the "Initial Purchasers") for the sale by
     the Company of $125 million in principal amount of the
     Company's 91/2% Senior Subordinated Notes Due 2007 (the
     "Notes").  The Notes were purchased by the Initial
     Purchasers for resale to qualified institutional buyers and
     institutional accredited investors.
     
     The Notes were issued under an Indenture dated February 11,
     1997 among the Company, the Guarantor and IBJ Schroder Bank
     & Trust Company, as trustee.
     
                               12
<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)
                                   
                                   
                                   
        May 9, 1997                     /S/ RONALD J. RADCLIFFE
           (Date)                      RONALD J. RADCLIFFE
                                       Vice President, Treasurer and
                                       Chief Financial Officer
                                       (Duly Authorized Officer and
                                        Principal Financial Officer)
                                
                               13
<PAGE>
                                
                          EXHIBIT INDEX


                                                           SEQUENTIAL
                                                              PAGE
EXHIBIT                     DESCRIPTION                      NUMBER
                                                                
                                                                
  4.01    Eleventh Amendment to Credit Agreement and           15
          Waiver dated as of May 13, 1997 among Rio
          Properties, Inc., Rio Leasing, Inc., Bank of
          America National Trust & Savings Association,
          as Agent and as a Bank, and Wells Fargo Bank
          National Association, First Security Bank,
          N.A., NBD 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;
          Twelfth Amendment to Credit Agreement and             
          Waiver dated as of May 13, 1997 among Rio
          Properties, Inc., Rio Leasing, Inc., Bank of
          America National Trust & Savings Association,
          as Agent as a Bank, and Wells Fargo Bank
          National Association, First Security Bank,
          N.A., NBD 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.
                                                                
 11.01    Computation of Earnings per Common Share             39
                                                                
 27.01    Financial Data Schedule                              41

                               14
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