U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                   Form 10-QSB

(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, 2000
____Transition report pursuant to 13 or 15(d) of the Securities  Exchange Act of
    1934 for the transition period from _____________ to _____________ .

Commission File No. 1-4385

                          DUNES HOTELS AND CASINOS INC.
--------------------------------------------------------------------------------
           (Exact name of business issuer as specified in its charter)

         NEW YORK                                        11-1687244
--------------------------------              ----------------------------------
(State or other jurisdiction or               I.R.S. Employer Identification No.
incorporation or organization)

4600 Northgate Boulevard, Suite 130, Sacramento, California 95834
--------------------------------------------------------------------------------
(Address of principal executive offices)

(916) 929-2295
--------------------------------------------------------------------------------
(Issuer's telephone number)

                                 NOT APPLICABLE
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
 report)

    Check  whether  the issuer  (1) filed all  reports  required  to be filed by
    Section  13 or 15(d) of the  exchange  Act during the past 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  or the past 90 days.
    Yes X No____

                     APPLICABLE  ONLY TO CORPORATE  ISSUERS
  State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 5,094,340 shares of common
stock, $.50 par value as of April 30, 2000.

Transitional Small Business Disclosure Format (check one): Yes_____  No X

<PAGE>
  DUNES HOTELS AND CASINOS INC.

                         QUARTERLY REPORT ON FORM 10-QSB

                      FOR THE PERIOD ENDING MARCH 31, 1999


                                      INDEX

                                                                       Page
Part 1. Financial Information

           Item 1. Financial Statements

           Consolidated Balance Sheets
           March 31, 2000 and December 31, 1999                          3

           Consolidated Statements of Operations
           for the three months ended March 31, 2000
           and 1999                                                      5

           Consolidated Statements of Cash Flows
           For the three months ended March 31, 2000
           and 1999                                                      6

           Notes to Consolidated Financial
           Statement                                                     7

           Item  2. Management's Discussion and Analysis of
           Financial Condition and Results of Operations                10

Part II.   Other Information

           Item 1. Legal Proceedings                                    14
           Item 2. Changes in Securities                                14
           Item 3. Defaults Upon Senior Securities                      14
           Item 4. Submission of Matters to a Vote of Security Holders  14
           Item 5. Other Information                                    14
           Item 6. Exhibits and Reports on Form 8-K                     14

           Signatures                                                   15


                                       2


<PAGE>
<TABLE>
<CAPTION>
                 DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                      MARCH 31, 2000 AND DECEMBER 31, 1999
                             (Dollars in thousands)

                                     ASSETS

                                                                   March         December
                                                                 31, 2000        31, 1999
                                                             --------------   -------------
                                                               (Unaudited)
<S>                                                         <C>               <C>

Cash and cash equivalents                                   $      3,271      $    3,323

Marketable securities                                                300             278

Receivables
    Trade                                                             15               3
    Related party, less allowance of $1,899 in 1999                                   37
    Real estate sales                                                327             363

Inventory of real estate held for sale                             3,111           3,460

Prepaid expenses                                                      78             111

Property and equipment, less accumulated depreciation
    and amortization of $763 and $631 in 2000 and 1999             3,087           3,118

Other assets                                                           3               3
                                                             ------------      ----------

                                                            $     10,192      $   10,696
                                                             ============      ==========


                                  (continued)
                                       3
<PAGE>
<CAPTION>
(table continued)

                 DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                      MARCH 31, 2000 AND DECEMBER 31, 1999
                             (Dollars in thousands)

                      LIABILITIES AND SHAREHOLDERS' EQUITY


                                                                   March         December
                                                                 31, 2000        31, 1999
                                                             --------------   -------------
                                                               (Unaudited)

<S>                                                         <C>               <C>
Accounts payable                                            $        100      $       52

Accrued expenses                                                     203             171

Income taxes                                                         307             307

Long-term debt and capital lease obligation                          762             815

Accrued preferred stock dividends in arrears                       1,335           1,317
                                                             ------------      -----------

                                                                   2,707           2,662
                                                             ------------      -----------
Shareholders' equity
    Preferred  stock - authorized  10,750,000
      shares ($.50 par);  issued 10,512
      shares Series B $7.50 cumulative preferred
      stock,  aggregate  liquidation
      value $2,535 at March 31, 2000,
      including dividends in arrears                                   5               5

    Common stock - authorized 25,000,000 shares
      ($.50 par); issued 7,799,780 shares                           3,900          3,900

    Capital in excess of par                                       25,881         25,881

    Deficit                                                       (20,263)       (19,752)
                                                              ------------     -----------

                                                                    9,523         10,034
    Treasury stock at cost;  Preferred - Series B,
      902 shares  Common  2,705,440
      shares and 1,424,484 shares in 2000 and 1999                 (2,038)        (2,000)
                                                              ------------     -----------

      Total shareholders' equity                                    7,485          8,034
                                                              ------------     -----------

                                                                   10,192     $   10,696
                                                              =============    ===========
</TABLE>


The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.

                                        4

<PAGE>
<TABLE>
<CAPTION>



                 DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                    (Dollars in thousands, except per share)

                                    UNAUDITED
<S>                                                   <C>                      <C>
                                                                 2000                   1999
                                                         ---------------------  ---------------------
Revenues
    Sales of real estate                              $                   395  $                 673
    Rental income, agricultural properties                                 14                     12
    Drying and storage revenues                                            13                     47
                                                         ---------------------  ---------------------
                                                                          422                    732
                                                         ---------------------  ---------------------
Cost and expenses
    Cost of real estate sold                                              458                    629
    Cost and expenses of rental income                                      1                      1
    Cost of drying and storage revenues                                    68                     79
    Selling, administrative and general
        Corporate                                                         361                    189
        Real estate operations                                             42                     40
    Bad debts (recoveries), net                                            (3)                    (3)
    Depreciation                                                           33                     33
                                                         ---------------------  ---------------------
                                                                          960                    968
                                                         ---------------------  ---------------------

Loss before other credits (charges) and income taxes                     (538)                  (236)
                                                         ---------------------  ---------------------

Other credits (charges)
    Interest and dividend income                                           47                     52
    Interest expense                                                      (22)                   (42)
    Other expense                                                          (1)
    Gain/(loss) on marketable securities, net                              22                     (4)
                                                         ---------------------  ---------------------
                                                                           46                      6
                                                         ---------------------  ---------------------

Loss before income taxes                                                 (492)                  (230)

Income taxes                                                                                      (4)
                                                         ---------------------  ---------------------

Net loss                                              $                  (492) $                (234)
                                                         =====================  =====================


Weighted average number of shares outstanding                       5,966,943              6,375,096

Loss per common share                                 $                 (0.08) $               (0.04)
                                                         =====================  =====================


</TABLE>

The accompanying notes are an integral part of these financial statements

                                                              5


<PAGE>
<TABLE>
<CAPTION>
                 DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     THREE MONTHS ENDED MARCH, 2000 AND 1999
                             (Dollars in thousands)

                                    UNAUDITED

<S>                                                     <C>                     <C>

                                                                  2000                   1999
                                                          ---------------------  ---------------------
Cash flows from operating activities:
    Net cash (used in) operating activities             $                  (32) $                 (30)
                                                          ---------------------  ---------------------

Cash flows from investing activities:
    Proceeds from disposition of investment                                                       500
    Real estate loans                                                      (54)                   (67)
    Payments received on receivables                                        87                     11
                                                          ---------------------  ---------------------

                                                                            33                    444
                                                          ---------------------  ---------------------

Cash flows from financing activities
    Payments on long-term debt                                             (53)                   (74)
    Payments on short-term debt                                                                   (29)
                                                          ---------------------  ---------------------

                                                                           (53)                  (103)
                                                          ---------------------  ---------------------

Increase (decrease) in cash and cash equivalents                           (52)                   311

Cash and cash equivalents, beginning of period                           3,323                  3,120
                                                          ---------------------  ---------------------

Cash and cash equivalents, end of period               $                 3,271 $                3,431
                                                          =====================  =====================


</TABLE>


The accompanying notes are an integral part of these condensed financial
statements

                                                               6


<PAGE>

                 DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    UNAUDITED



1.   Basis of presentation:

     The financial  information  included  herein is unaudited,  except that the
     balance  sheet at December 31, 1999 was derived from the audited  financial
     statements  included  in the  Company's  1999 Form  10-KSB.  However,  such
     information reflects all adjustments (consisting solely of normal recurring
     adjustments) which are, in the opinion of management,  necessary for a fair
     statement of results of operations for the interim periods.

     The results of  operations  for the three months ended March 31, 2000,  are
     not necessarily indicative of the results to be expected for the full year.
     A more detailed discussion of the Company's financial position is described
     in the Company's Form 10-KSB for the year ended December 31, 1999.

2.   Consolidation:

     The accompanying  consolidated financial statements include the accounts of
     the  Company  and  its  wholly-owned  subsidiaries  Continental  California
     Corporation (Continental),  M&R Corporation (MRC), and MRC's subsidiary M&R
     Investment  Company,  Inc.  (MRI) and MRI's  subsidiaries  SHF  Acquisition
     Corporation (SHF) and Southlake Acquisition Corporation (Southlake),  after
     elimination of all material inter-company balances and transactions.

3.   Control of registrant:

     John B. Anderson  (Anderson),  the Company's  controlling  stockholder  and
     former  Chairman  of the Board of  Directors  of the  Company,  and through
     ownership of Cedar  Development Co., was the sole shareholder and President
     of Baby Grand  Corp.(BGC) and they assert that entities owned or controlled
     by him (Anderson Entities) owned approximately 4,280,756 shares or 67.2% of
     the Company's  common stock. Of those shares (i) 3,000,000 shares (the FDIC
     Pledged   Shares)  have  been  pledged  as  collateral  to  secure  certain
     obligations  owing to the FDIC, and (ii) 1,280,756  shares (the BGC Pledged
     Shares) had been  pledged as  collateral  in favor of a  subsidiary  of the
     Company.

     In June 1999,  the FDIC sold a portion of its  judgment,  together with the
     underlying  security  owned by the  Anderson  parties to General  Financial
     Services, Inc. (GFS). Included in the sale were the FDIC Pledged Shares.



                                       7
<PAGE>

                DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    UNAUDITED

      GFS  attempted to exercise its rights under the judgment and demanded that
      the Company  transfer  ownership of the FDIC Pledged  Shares to itself but
      Mr. Anderson  objected,  claiming that there was no change in ownership of
      the  shares.  The Company in turn filed on July 6, 1999,  a  Complaint  in
      Interpleader  in Superior Court of  California.  The  jurisdiction  of the
      action was removed and  transferred  on September  20, 1999, to the United
      States  District Court for the District of Nevada.  GFS and its subsidiary
      GFS Acquisition Company,  Inc. filed a counter-claim  alleging among other
      things,  damages  from the  previous  Company  management  for  filing the
      California  Action  and  refusing  to  grant  shareholder  demands  for an
      immediate shareholder meeting to elect directors. The Company is unable to
      predict  the  outcome of the Nevada  Federal  Action and has no  ownership
      interest in the shares. However, the Nevada Federal Action may result in a
      change of control of the Company. A more detailed  discussion is described
      in the Company's Form 10-KSB for the fiscal year ended December 31, 1999.

      On January 5, 2000,  the Nevada  District  Court  ordered that the Company
      hold a shareholders' meeting on or before April 14, 2000, and that GFS was
      entitled to vote the FDIC Pledged  Shares at that meeting.  In addition to
      its interest in the FDIC Pledged Shares, GFS has reported that through its
      subsidiary GFS  Acquisition  Company,  Inc., it owns 853,422 shares of the
      Company's common stock acquired in the open market during 1999 and January
      2000, or approximately a total of 60% of the then outstanding stock.

      Since 1998, the BGC Pledged Shares have been under the jurisdiction of the
      US Bankruptcy Court in Las Vegas, Nevada, where BGC filed a petition under
      Chapter 7 of the  Bankruptcy  Code. On February 22, 2000,  the Company was
      granted its motion in Bankruptcy Court to allow it to foreclose on the BGC
      Pledged  Shares.  On March 3,  2000,  the  Company  foreclosed  on the BGC
      Pledged  Shares and placed them in the  treasury.  Placing the BGC Pledged
      Shares into treasury had the effect of increasing GFS's voting  percentage
      to 75.6% of the outstanding stock (GFS Shares).


      On Friday,  April 14,  2000,  an Annual  Meeting  (the  "Meeting")  of the
      Shareholders of the Company was held at 10:00 a.m. in Sacramento,  CA. The
      purpose of the meeting was the  election of the Board Of  Directors of the
      Company.  Upon completion of the ballot  counting,  it was determined that
      the  nominees  of GFS  received  a  plurality  of the  votes and were duly
      elected. See the Company's Form 8-K filed on May 3, 2000.


                                       8
<PAGE>

                 DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    UNAUDITED


4.   Contingencies:

     (a)  As of  March  31,  2000,  the  counter  claim  filed  by GFS  and  GFS
          Acquisition  pending  before  the Nevada  District  Court was the only
          legal  proceedings  pending  against  the  Company,  which  may have a
          material  adverse  effect on the Company.  See note 3 regarding  legal
          proceedings  for a more  detailed  discussion  in the  Company's  Form
          10-KSB for the fiscal year ended December 31, 1999.

     (b)  SHF was advised in 1991 of possible  contamination  of 40 acres at Sam
          Hamburg Farm of approximately  5,000 cubic yards of soil. The Company,
          through its chemical and toxic clean-up  consultant,  has been working
          with the California State Environmental  Protection Agency, in seeking
          alternate  means to the  disposal in toxic dump sites of chemical  and
          toxics-laden soil.

          Because of the ongoing  testing,  the State has not imposed a disposal
          date upon the Company. Cost of disposal is estimated at $100 per cubic
          yard or approximately $500,000. However, if on-site remediation can be
          achieved,  it is estimated  that the cost will be up to $170,000.  The
          Company is unable to predict when the ongoing testing will be complete
          or what the outcome of these tests will be. Accordingly, the estimates
          could materially change as the testing and remediation work continues.

     (c)  The Company has been notified that the California  Franchise Tax Board
          (FTB) is examining  its 1995 tax return.  The FTB is  questioning  the
          Company's  reporting of  approximately  $7,700,000  of income as being
          exempt from the 9.3% California income tax. The Company disagrees with
          the FTB and plans to oppose  any  assessment  of  additional  taxes or
          interest. Therefore, no provision for additional taxes or interest has
          been made.

5.   Loss per common share:

     Loss per common share has been computed by dividing the net loss,  plus the
     accrued dividends applicable to the Series B Preferred stock ($18,000), for
     the three months ended March 31, 2000,  and 1999,  by the weighted  average
     number  of  shares  outstanding  (5,966,943)  as of  March  31,  2000,  and
     (6,375,096) as of March 31, 1999.  Dividends on  non-convertible  preferred
     stock,  Series B, are deducted from income or added to the loss  applicable
     to common shares.  Dividends on the Company's Series B Preferred stock have
     not been paid since the first quarter of 1982. The Company is in arrears on
     such  dividends in the amount of  approximately  $1,335,000 as of March 31,
     2000.  The Company has no present  intention to pay dividends on either its
     common or preferred shares.


                                       9
<PAGE>


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

      Certain   information   included  herein  contains   statements  that  are
forward-looking,  such as  anticipated  liquidity  requirements  for the  coming
fiscal year,  anticipated  sources of liquidity for the coming fiscal year,  and
potential changes in control of the Company.  Such  forward-looking  information
involves important risks and uncertainties that could  significantly  affect the
Company's   financial   condition  and  future  results  of   operations,   and,
accordingly, such future financial condition and results of operation may differ
from those expressed in any forward-looking  statements made herein. These risks
and  uncertainties  include,  but are not  limited to,  those risks  relating to
actual costs necessary to clean-up certain real property chemical contamination,
real estate market conditions and general economic conditions,  the abilities of
certain  third  parties to obtain  financing  and  otherwise  perform under real
estate  purchase  agreements,  and the outcome of certain  litigation  and other
risks.  The Company  caution  readers  not to place  undue  reliance on any such
forward-looking statements, and, such statements speak only as of the date made.

OVERVIEW

REAL ESTATE

FAIRWAYS

In October 1996, the Company and Murieta Investors,  LLC, (MI) signed a Purchase
and Option  Agreement  which  provided that MI would purchase from the Company 6
lots at The Fairways at $40,000 per lot plus payment of the park fees applicable
to  the  lots  purchased.  In  addition,  the  Company  may  receive  contingent
consideration equal to 20% of the gross sales price of each residential dwelling
sold less $40,000 (a "Success Payment"). During 1999, four residential dwellings
were sold by MI and the  Company  received  Success  Payments  in the  amount of
$174,980. Construction has not started on the two remaining lots.

The agreement also provided for MI to have options to acquire 36 additional lots
at various prices.  The options were  exercisable  starting  December 1, 1998 (6
lots) and every six months thereafter (4 lots each). If two consecutive  options
were not exercised,  then the remaining options would be terminated.  MI did not
exercise the  December 1, 1998 option and the June 1, 1999  option.  During June
1999, the Company notified MI that the remaining options were terminated.

During  March  2000,  MI  offered  the  Company  to buy  back  the two  lots for
approximately  $30,000 per lot. On March 24, 2000, escrow closed and the Company
placed the two lots in inventory for resale at a cost of  approximately  $30,000
per lot.


                                       10
<PAGE>



On November 23, 1999,  the Company  liquidated the debt owed on the lots held by
Beal Bank,  in the amount of $672,950.  The Company does not expect to realize a
gain on the sale of the lots  because  the  existing  cost basis is higher  than
anticipated net sale proceeds.  Although dependent on myriad factors, Management
anticipates  that  most of the  lots  will be  sold by the end of the  year.  To
facilitate sales on certain lots, the Company expects to build a privacy wall at
an anticipated cost of approximately  $60,000.  It intends to add that cost back
into the listing price of the lots.

SAM HAMBURG FARM

Sam Hamburg Farm consists of approximately  150 acres remaining from an original
4,600 acres of  agricultural  land.  The Company leases 110 acres to one tenant,
who grows various  crops.  The term of the lease is for two crop years on a cash
rent basis.

AGRICULTURAL

The Company operates a rice drying and storage facility.  The drying facility is
financed by a 5-year  lease  which  commenced  in March 1998.  At the end of the
lease the Company will obtain title to the drying facility.  The Company rehired
in January  2000,  its former  manager at the drying  facility.  In the next six
months the  Company  anticipates  the  expenditure  of $50,000  to  $100,000  in
equipment purchases at the drying facility. The equipment is needed to clean the
grain  prior  to  the  drying  process.   The  Company  currently  stores  wheat
principally  for one customer  under a contract,  which expires in May 2002. The
Company is currently in negotiations to terminate this contract and enter into a
contract to store and dry rice for principally one new customer.  However, there
can be no  assurances  that the Company will be  successful  in entering  into a
contract with this potential customer on terms favorable to the Company.



                                       11
<PAGE>

OTHER

The Company has no present  intentions  to pay dividends on either its common or
preferred stock.

OPERATING RESULTS

Three months ended March 31, 2000 vs. the three months ended March 31, 1999.

Real Estate

The  revenues  from the sale of real estate at The Fairways for the three months
ended March 31,  2000,  compared  with the three  months  ended March 31,  1999,
increased.  Five lots sold in March 2000,  versus the two lots that were sold in
the same period  during 1999.  However,  due to the length of time in inventory,
the cost of sales  of the lots in  inventory  has  reduced  the  profit  margins
considerably.  Sales at The Fairways seem to be on the rise, as during the month
ended April 30, 2000, there were six sales.

Net rental income from agricultural  properties for the three months ended March
31, 2000, increased slightly over the revenue for the same period in 1999. A new
two-year lease at Sam Hamburg Farm accounted for this slight  increase.  This is
the first year of the two-year lease.

Agricultural

The loss from the grain drying and storage  operation for the three months ended
March 31, 2000, increased by approximately  $23,000 when compared with the three
months ended March  31,1999.  The loss  increase was  primarily  the result of a
severe  reduction  in drying and storage  revenue.  During the fall 1999 season,
there was virtually no drying revenue,  which also reduced the storage  revenue,
as one of the warehouses remained empty. A number of factors contributed to this
situation and in January 2000,  management at the facility was reorganized in an
attempt to remedy the problem.

General

When  compared  with the three months ended March 31, 1999,  operating  expenses
increased by  approximately  $172,000.  Major  contributors to the increase were
legal   fees    ($134,000),    accounting    fees    ($21,000)   and   directors
expenses/consulting fees ($12,000).  Litigation concerning the Interpleader, GFS
related matters and the shareholder  meeting were most responsible for the legal
and accounting fee increases.



                                       12
<PAGE>


The remaining increase ($5,000) was made up of salaries and office expenses.

Interest  expense  for the three  months  ended  March 31,  2000,  decreased  by
approximately  $20,000 when compared with the three months ended March 31, 1999.
The payment in full of the Beal Bank note in  November  1999  accounted  for the
decrease.


LIQUIDITY AND CAPITAL RESOURCES

During the quarter ended March 31, 2000,  cash, cash  equivalents and marketable
securities  decreased  by $30,000  from  $3,601,000  at December  31,  1999,  to
$3,571,000 at March 31, 2000. The most significant uses of cash during the three
months ended March 31, 2000  consisted of cash used in operating  activities and
payment on long-term debt.

The Company  believes that its primary  requirements for liquidity in the coming
fiscal year will be to fund ongoing  expenses at The  Fairways,  which  include,
among other things,  association  dues,  water and sewer fees and property taxes
and the building of a privacy  wall;  to fund the  required  payments due on the
grain dryer financing to fund equipment  purchases at the grain drying facility;
to fund costs that may be incurred relating to the toxic clean-up at Sam Hamburg
Farm;  to fund any tax payment that my be due to the  California  Franchise  Tax
Board; and to fund general and administrative expenses.

The  Company  anticipates  that  sources  of  required  liquidity  will  be cash
generated from the grain drying and storage  facility,  anticipated lot sales at
The Fairways, collection of notes receivable and the cash available at March 31,
2000. Based on known commitments,  the Company believes that the sources of cash
described  and the cash  available at March 31,  2000,  will be adequate to fund
known liquidity requirements.



                                       13
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

      See the  discussion  contained  in  footnote  3 in Notes  to  Consolidated
Condensed Financial Statements.


ITEM 2.  Changes in Securities

      Not applicable

ITEM 3.  Default Upon Senior Securities

      Dividends  in  arrears.  See  Note 5 of Notes  to  Consolidated  Condensed
Financial Statements for the quarter ended March 31, 2000.

ITEM 4.  Submission of Matters to a Vote of Security Holders

      Not applicable

ITEM 5.  Other Information

      None

ITEM 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits

          27.01  Financial Data Schedule

(b)   Reports on Form 8-K



                                       14
<PAGE>

                                   SIGNATURES

      PURSUANT TO THE  REQUIREMENTS OF THE SECURITIES  EXCHANGE ACT OF 1934, THE
REGISTRANT  HAS DULY  CAUSE  THIS  REPORT  TO BE  SIGNED  ON ITS  BEHALF  BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.


                                         DUNES HOTELS AND CASINOS INC.
                                         -----------------------------
                                                   Registrant



Date: May 15, 2000                            By:  /s/Steve K. Miller
                                                 -----------------------
                                              Steve K. Miller, President



                                              By:  /s/ Marvin P. Johnson
                                                 ------------------------
                                              Marvin P. Johnson
                                              Chief Accounting Officer



                                       15