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, 1995 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 No. 1-4385

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

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

4045 South Spencer, Suite 206, Las Vegas, Nevada          89119  
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code (702) 732-7474

                         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    

                   Applicable Only to Corporate Issuers
     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
                                             Outstanding at
       Class                               November 10, 1995     
Common Stock, $.50 par value                6,375,095 shares

This document consists of 131 pages with exhibits, 28 pages
without exhibits.
The Exhibit Index is on page 28.              

              DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                       QUARTERLY REPORT ON FORM 10-Q

                  FOR THE PERIOD ENDED SEPTEMBER 30, 1995

                                   INDEX

                                                                       PAGE
Part I.   Financial Information

          ITEM 1.  FINANCIAL STATEMENTS

          Consolidated Condensed Balance Sheets
           September 30, 1995 and December 31, 1994                       3
     
          Consolidated Condensed Statements of Loss 
           for the three months ended September 30,
           1995 and 1994                                                  5

          Consolidated Condensed Statements of Loss
           for the nine months ended September 30,
           1995 and 1994                                                  6

          Consolidated Condensed Statements of Cash Flows 
           for the nine months ended September 30,
           1995 and 1994                                                  7

          Notes to Consolidated Condensed Financial
           Statements, September 30, 1995 and 1994                        8

          ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS                 20

Part II.  Other Information

          ITEM 1.  LEGAL PROCEEDING                                      25

          ITEM 2.  CHANGES IN SECURITIES                                 25

          ITEM 3.  DEFAULT UPON SENIOR SECURITIES                        25

          ITEM 5.  OTHER INFORMATION                                     25

          ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                      26

          Signatures                                                     27
        

ITEM 1.   FINANCIAL STATEMENTS


                    DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                         CONSOLIDATED CONDENSED BALANCE SHEETS

                        SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 


                                         ASSETS

                                                     September    December
                                                      30, 1995    31, 1994
                                                     (Unaudited)
                                                     (Dollars in thousands)

Current assets:
 Cash and cash equivalents                          $      600  $      874
 Marketable securities                                     513         855
 Receivables:
  Trade                                                    201         514
  Notes:
   Related parties, current portion                        376         357
   Real estate sales, current portion                      410         335
 Current maturities of other long-term notes receivable                655
 Growing crop and cattle inventory                         387
 Prepaid expenses                                          185         249

         Total current assets                            2,672       3,839

Real estate held for development and sale                6,996       7,951

Property and equipment, less accumulated depreciation 
 and amortization, 1995, $304; 1994, $261                4,515       4,744

Other assets:
 Long-term notes receivable, less current maturities:
  Related parties, including interest, less allowance 
  of $2,620 in 1995 and $2,968 in 1994                     887       1,123
  Director, less allowance of $500 in 1995 and $427 in 
  1994                                                     445         421
  Other, less allowance of $1,234 in 1995 and $1,174 
  in 1994                                                  894         530
 Deferred tax asset, net of allowance of $16,427 in 
  1995 and 1994
 Investments                                             2,145       1,346
 Deferred costs and other                                    8           8

                                                         4,379       3,428

                                                    $   18,562  $   19,962

                                   (continued)


                    DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                         CONSOLIDATED CONDENSED BALANCE SHEETS

                        SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 


                          LIABILITIES AND SHAREHOLDERS' EQUITY

                                                     September    December
                                                      30, 1995    31, 1994
                                                     (Unaudited)
                                                     (Dollars in thousands)
Current liabilities:
 Short-term debt, contract payable                  $      118  $       76
 Current portion of long-term debt                          22          22
 San Antonio Savings Association (SASA)                 11,985      11,985
 Trade payables                                             83         174
 Accrued expenses and other                                127          58
 Accrued preferred stock dividend                        1,010         956
 Deferred income                                            71          23
 Income taxes, current                                     247         247

    Total current liabilities                           13,663      13,541

Other liabilities:
 Long-term debt, net of current portion                    125         146


Contingencies - Note 9

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 $2,211                                   5           5
 Common stock, $.50 par; authorized 25,000,000 
  shares; issued 7,799,780 shares, outstanding 
  6,375,095 shares                                       3,900       3,900
 Capital in excess of par                               25,881      25,881
 Deficit                                               (23,012)    (21,681)

                                                         6,774       8,105

Treasury stock at cost; Preferred - Series B, 902 
 shares in 1995 and 1994, Common 1,424,684 shares 
 in 1995 and 1,339,684 shares in 1994                   (2,000)     (1,830)

    Total shareholders' equity                           4,774       6,275

                                                    $   18,562  $   19,962


          See notes to consolidated condensed financial statements.

   

                    DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                       CONSOLIDATED CONDENSED STATEMENTS OF LOSS

                    THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

                                       UNAUDITED

                                                          1995        1994
                                                        (Dollars in thousands,
                                                         except per share)
Income from real estate operations:
 Sales                                              $      143  $      293
 Cost of sales                                              96         289
                                                            47           4

 Rental income                                              77         183
 Storage and drying income                                 108         257
                                                           185         440
                                                           232         444

Operating expenses, including depreciation
  expense of $16,000 in 1995 and 1994                      745         686

Loss from operations before other (charges) credits       (513)       (242)

Other (charges) credits:
 Interest and dividend income                              180         163
 Interest expense                                           (2)         (2)
 Other                                                       8          23

                                                           186         184


Net loss                                            $     (327) $      (58)





Net loss per common share                           $    (0.05) $



        See notes to consolidated condensed financial statements.

   

                    DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                      CONSOLIDATED CONDENSED STATEMENTS OF LOSS

                    NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

                                      UNAUDITED

                                                          1995        1994
                                                        (Dollars in thousands,
                                                         except per share) 
Income from real estate operations:
 Sales                                              $    1,482  $      597
 Cost of sales                                           1,348         573
                                                           134          24

 Rental income                                             343         453
 Storage and drying income                                 274         306
                                                           617         759
                                                           751         783

Operating expenses, including depreciation
  expense of $48,000 in 1995 and 1994                    2,131       1,936

Loss from operations before other (charges) credits     (1,380)     (1,153)

Other (charges) credits:
 Interest and dividend income                              500         487
 Interest expense                                           (7)         (5)
 Partnership loss                                         (450)
 Other                                                      57         110

                                                           100         592


Net loss                                            $   (1,280) $     (561)





Net loss per common share                           $    (0.20) $    (0.08)



           See notes to consolidated condensed financial statements.



                    DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                   CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                    NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

                                      UNAUDITED


                                                       1995        1994
                                                    (Dollars in thousands)

Cash flows from operating activities:
 Net cash provided by operating activities        $    1,253  $      673

Cash flows from investing activities:
 Decrease in cash held in escrow                                     129
 Increase in real estate held for sale                  (427)       (317)
 Increase (decrease) in investments                   (1,122)       (403)
 (Increase) decrease in notes receivable                            (682)
 Sale of securities                                      213         426
 Purchase of Treasury stock                             (170)

                                                      (1,506)       (847)

Cash flows from financing activities:
 Decrease in long-term debt                              (21)         (4)
 (Decrease) increase in short-term debt                             (125)

                                                         (21)       (129)

Increase (decrease) in cash and cash
 equivalents                                            (274)       (303)

Cash and cash equivalents, beginning
 of period                                               874         520


Cash and cash equivalents, end of period          $      600  $      217



         See notes to consolidated condensed financial statements.



            DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                      SEPTEMBER 30, 1995 AND 1994

                              UNAUDITED


1.   Summary of significant accounting policies:

     The accompanying consolidated financial statements include
      the accounts of Dunes Hotels and Casinos Inc. (the Company)
      and its wholly-owned subsidiaries Continental California
      Corporation (Continental), Dunes, Inc., Dunes Hotel and
      Casino of Atlantic City, Inc. (DAC), 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). 
      The Company has been advised by the State of New Jersey,
      Department of State, Division of Commercial Recording that
      neither Dunes, Inc. nor DAC filed reports required by state
      statute for two consecutive years.  As a result, as of
      February 8, 1995, the State of New Jersey revoked the
      active status of Dunes, Inc. and DAC, which can result in
      denial of their privilege of doing business under their
      respective current names.  The Company has no current plans
      to resume operations or pursue business opportunities in
      New Jersey and does not intend to contest the action.

     The Company did not consolidate Pine Ridge Joint Venture
      (PRJV), a joint venture in which the Company has a 51%
      interest at September 30, 1995, because the Company intends
      to liquidate its interest in 1995.  PRJV is accounted for
      on the equity method.

     Growing crop inventory consists of costs associated with
      table grapes, being grown by the Company, at El Dorado
      Vineyards.  The inventory is stated at cost which is not in
      excess of market.  Cattle inventory consists of the cost of
      cattle held in a feed lot for future sale.  The cattle
      inventory is stated at cost which is not in excess of
      market.

     By the terms of the original settlement agreement, entered
      into in 1988, with San Antonio Savings Association (SASA
      Obligation), MRI is prohibited from paying dividends to MRC
      which, in turn, is prohibited from paying dividends to the
      Company.  However, see Note 8 below and "Item 2.
      Management's Discussion and Analysis of Financial Condition
      and Results of Operations -- Material Changes in Financial
      Condition" regarding a new settlement agreement (defined
      below as the 1995 Settlement Agreement) which, when
      effective, will supersede the SASA Obligation.

1.   Summary of significant accounting policies (continued):

     Certain amounts in the Company's Consolidated Condensed
      Financial Statements of Loss for the three months and nine
      months ended September 30, 1994, have been reclassified to
      conform to the 1995 presentation.  Such reclassifications
      had no effect on the results of operations.

     The nature of the Company's operations is such that
      estimates must be used in the preparation of unaudited
      interim financial statements.  In the opinion of
      management, all adjustments, which consisted of normal
      recurring entries, which are necessary to a fair statement
      of the results for the interim periods have been made.  All
      intercompany accounts have been eliminated.

2.   Bankruptcy Proceeding:

     Continental owns four parcels of unimproved land located
      northwest of the city of San Diego, California. 
      Continental's land is encumbered by a Deed of Trust in
      favor of The Resolution Trust Corporation, solely in its
      capacity as Receiver for San Antonio Savings Association,
      F. A. (the RTC).

     As previously reported, to avert a trustee's sale of
      Continental's land scheduled by the RTC for May 19, 1995,
      Continental filed a Petition for Relief Under Chapter 11 of
      the United States Bankruptcy Code on May 18, 1995.  The
      Petition for Relief was filed in the United States District
      Court, District of Nevada, Case No. 95-21992 LBR.

     On July 13, 1995, the Bankruptcy Court transferred
      Continental's Bankruptcy Case to The United States
      Bankruptcy Court for the Southern District of California. 
      Continental's bankruptcy case was received by the United
      States Bankruptcy Court, Southern District of California on
      July 27, 1995 and was assigned Case No. 95-07973-A11.  A
      hearing was held  in the San Diego Bankruptcy Court on
      November 9, 1995, at which time the Continental  bankruptcy
      case was dismissed.  The dismissal is subject to a 10 day
      appeal period.  Refer to Note 8 of Notes to Consolidated
      Condensed Financial Statements regarding a proposed
      settlement between the RTC and the Company.

3.   Description of business:

     The Company is engaged principally in real estate investment
      and lending activities and with respect to certain
      properties, limited agricultural and certain development
      operations, the most significant of which has been retail
      land sales.  The Company considers its business to be
      comprised of one segment, the acquisition and development
      and sale of real estate.

4.   Related party transactions:

     a.   John B. Anderson (Anderson), the Company's controlling
          stockholder and Chairman of the Board of Directors of
          the Company and entities owned or controlled by him
          (Anderson Entities) own approximately 68.5% of the
          Company's common stock as of November 10, 1995  (See
          Note 12 - Stock ownership).

     b.   From time to time the Company has made loans to various
          Anderson Entities and to Directors and Executive
          Officers of the Company, details of which are more
          fully described in the Company's Form 10-K for the year
          ended December 31, 1994.

     c.   During 1990 and 1991, the Company, through certain of
          its subsidiaries, made loans to Rancho Murieta
          Properties, Inc. (RMPI) and to CBC Builders, Inc. (CBC)
          each of which are Anderson Entities located in Rancho
          Murieta, California, details of which are more fully
          described in the Company's Form 10-K for the year ended
          December 31, 1994.  See "Item 1. Business - Other
          Activities - Certain Loans - Rancho Murieta Properties,
          Inc./CBC Builders, Inc."  In connection with a
          settlement agreement (the Agreement) between RMPI, the
          Pension Trust Fund for Operating Engineers and Rancho
          Murieta Country Club, the Agreement provided for a
          payment in satisfaction of certain of the obligations
          that have been pledged to SHF and MRI.  Pursuant to the
          terms of an Inter-Creditor Agreement entered into
          between SHF, MRI and RMPI's and CBC's legal counsel,
          MRI and SHF received, on July 7, 1995, $345,337 of the
          final settlement payment.  The Company does not believe
          that it will collect anything further on the RMPI and
          CBC notes.  The balance of the amounts due from RMPI
          and CBC have been fully reserved as of September 30,
          1995.

4.   Related party transactions (continued):

     d.   Baby Grand Corp. (BGC), an Anderson Entity, was
          indebted to the Company in the approximate amount of
          $2,830,000, including accrued interest of $307,200 as
          of September 30, 1995.  The BGC indebtedness is more
          fully described in the Company's Form 10-K for the year
          ended December 31, 1994.  See "Item 1. Business - Other
          Activities - Certain Loans - Baby Grand Corp."  On
          September 27, 1995, the Company received notice that
          West Coast Mortgage Holdings, Inc. (WCMH), the holder
          of the first trust deed indebtedness on BGC's primary
          asset, sent to BGC a Notice of Breach of Covenant and
          Event of Default (the Notice) arising out of the
          stipulated appointment of a receiver for Mr. Anderson's
          assets.  See Note 12 of Notes to Consolidated Condensed
          Financial Statements.  WCMH alleges that the
          appointment of a receiver constitutes an event of
          default under the WCMH loan.  An event of a default
          under the WCMH loan is an event of default under the
          loan to BGC by MRI.  The Notice could have a
          detrimental impact on BGC which in turn would have a
          detrimental impact on MRI in that MRI may be unable to
          collect amounts owing to it by BGC.  The Company
          believes that under Nevada law, if WCMH intends to
          exercise its default remedies against BGC, WCMH must
          cause to be recorded a statutorily required notice of
          breach which will then commence a statutorily mandated
          time period of in excess of three months before a non-
          judicial trustee sale of BGC's primary asset can occur. 
          The Company has not been notified that WCMH has
          recorded any statutorily required notice.  Other
          remedies may also be available to WCMH.  If WCMH
          commences such steps, the Company intends to take such
          actions as are necessary to protect its interests and
          preserve its collateral for the BGC indebtedness.  The
          Company is unable to predict what the outcome of the
          Notice will be.

     e.   The loan from the Company to El Dorado Vineyards, Inc.,
          an entity wholly-owned by Andrew Marincovich, a member
          of the Company's Board of Directors and Chairman of the
          Company's Audit Committee, is described in detail in
          the Company's Form 10-K for the year ended December 31,
          1994.  See "Item 1. Business - Other Activities -
          Certain Loans - Directors."

4.   Related party transactions (continued):

     e.   (continued)

          On June 30, 1995, the Company, on behalf of Mr.
          Marincovich, paid the interest payment that was due on
          the El Dorado Vineyard loan.  The Company is in the
          process of assisting Mr. Marincovich in renegotiating
          the loan on the El Dorado Vineyard property.

          The lender has indicated its willingness to extend the
          loan for an additional five year period at an interest
          rate of 8.8%.  As consideration for extending the loan,
          the lender will require an immediate principal
          reduction of $75,000, a principal payment of $75,000 on
          January 1, 1996, and thereafter, principal payments in
          the amount of $50,000 semi-annually, beginning July 1,
          1996.  The entire outstanding principal balance on the
          note, plus accrued interest thereon, will be due and
          payable on July 1, 2000.  Although the Company would
          not be a party to the loan, it is expected that the
          Company would have to make the payments on the loan, on
          behalf of Mr. Marincovich, in order to recover some or
          all of the money that has been loaned to El Dorado
          Vineyards, Inc. by the Company.  Mr. Marincovich had
          previously executed a "Durable Special Power of
          Attorney" appointing James H. Dale, President of MRI,
          to lease, sell, mortgage, and/or transfer the El Dorado
          Vineyard Property.

          In connection with the operations of El Dorado
          Vineyards, the Company has obtained financing for the
          picking, packing and selling of the El Dorado Vineyard
          crop.  Based on production and sales reports, the
          Company believes it will recover its costs incurred in
          growing the crop.

5.   Investments:

     a.   The Company's investment in PRJV is described in detail
          in the Company's Form 10-K for the year ended December
          31, 1994, "Item 1. - Business - Real Estate and Related
          Activities - AJD Joint Venture."

5.   Investments (continued):

          Summarized unaudited condensed financial information of
          PRJV as of September 30, 1995 and for the nine months
          then ended is as follows:
                                           (Dollars in thousands)
          Income Statement Data
          Sales                                       $  1,265
          Cost of sales                                  1,418
          Loss from operations                            (645)
          Net loss                                        (645)

          Balance Sheet Data
          Assets
               Cash                                   $      6
               Work in progress, including
                land held for sale                         575
               Other                                        28
          Liabilities and Equity
               Accounts payable                       $    486
               Construction and land loans payable         406
               Equity (Deficit)                           (283)

      b.  During August 1995, the Company, along with an
          unrelated third party, formed a California Limited
          Liability Company known as Steadfast Cattle Company,
          LLC (Steadfast).  Steadfast was organized to conduct a
          cattle feeding operation in Gonzales, California.  The
          Company owns a 50% interest in Steadfast.  The Company
          agreed to contribute up to $200,000 for its interest of
          which $114,070 has been contributed as of November 2,
          1995.

      c.  During August 1995, the Company purchased 180 head of
          cattle for $60,580.  The Company intends to feed the
          cattle.  Once the desired weight gain is achieved the
          Company will sell the cattle.  The cost of feeding the
          cattle is paid to Steadfast by the Company.

6.   Real Estate Held for Investment and Sale:

     Included in Real Estate Held for Investment and Sale are 53
      single family residential lots located in the city of North
      Las Vegas.  The Company acquired the lots through a
      foreclosure sale, by bidding in indebtedness owed to one of
      its subsidiaries.  The lots were previously owned by PRJV.

7.   Drying facility:

     On March 1, 1995, the Company signed a two year lease with
      the new owner of the drying facility located in Davis,
      California.  Annual rental is $54,000.  The Company will
      pay to California Dehydrating Company (Cal Dehy), an
      Anderson Entity, $25,000, payable $5,000 monthly, through
      December 31, 1995, for use of the Cal Dehy name.

8.   San Antonio Savings Association (SASA)/Resolution Trust
     Corporation (RTC):

     On October 24, 1995, and October 27, 1995, the RTC and the
      Company, respectively, signed a Settlement, Release and
      Loan Modification Agreement (the 1995 Settlement Agreement)
      between the Resolution Trust Corporation, solely in its
      capacity as Receiver for San Antonio Savings Association,
      F.A., the Company, and the Company's subsidiaries
      Continental, MRI, and SHF (all of the foregoing are
      sometimes referred to as "The Parties").

     The Parties entered into the 1995 Settlement Agreement to
      modify the obligations of the Company under the SASA
      Obligation, restructure the obligations, and refinance and
      extend further credit to the Company in accordance with the
      terms and conditions set forth in the 1995 Settlement
      Agreement, which terms and conditions are intended to
      entirely supersede and replace the terms of the SASA
      Obligation.  The SASA Obligation is more fully described in
      the Company's report on Form 10-K for the year ended
      December 31, 1994, Item 7. "Management's Discussion and
      Analysis of Financial Condition and Results of Operations,"
      and in the Company's reports on Form 8-K dated February 2,
      1995, April 3, 1995, April 26, 1995 and May 18, 1995.

8.   San Antonio Savings Association (SASA)/Resolution Trust
     Corporation (RTC) (continued):

     The 1995 Settlement Agreement required the Company to
      deposit, with an escrow company, $290,000 upon signing the
      Agreement which deposit was made on October 24, 1995.  On
      the pre-closing date, November 8, 1995, Continental
      delivered to the escrow company a grant deed in lieu of
      foreclosure which, when executed and recorded, will
      transfer to the RTC fee title to certain real property
      located in San Diego County, California owned by
      Continental.  The transfer of the San Diego property is
      subject to Continental having its bankruptcy case
      dismissed.  A hearing on this matter was held on November
      9, 1995, at which time the Continental Bankruptcy Case was
      dismissed.  The dismissal is subject to a 10 day appeal
      period.  On the closing date, which is expected to occur on
      November 20, 1995, but no later than November 30, 1995, the
      Company will deliver to the RTC its promissory note (the
      Note) in the amount of $2,710,000 which will be in full
      settlement of the remaining balance owed to the RTC by the
      Company pursuant to the SASA Obligation.  The Note will
      bear interest at the rate of prime plus 1%.  Interest will
      be payable monthly and all principal will be due five years
      from the date of the Note.  The Note will be collateralized
      by a collateral assignment, pledge and security agreement
      pursuant to which SHF shall collaterally assign to the RTC
      certain purchase money promissory notes in the aggregate
      principal amount of $725,520, which notes are secured by
      first deeds of trust on certain lots in The Fairways; a
      deed of trust encumbering seventy-four developed lots
      located at The Fairways (The Fairways Deed of Trust) and a
      deed of trust encumbering fifty-three partially developed
      lots in Las Vegas, Nevada (The Nevada Deed of Trust).  The
      Fairways Deed of Trust provides for a partial release of a
      parcel upon the payment to the RTC of $40,000 for each
      parcel to be released.  The Nevada Deed of Trust provides
      for a partial release of a parcel upon the payment to the
      RTC of $6,000 for each parcel to be released.

     The 1995 Settlement Agreement is contingent upon the final
      dismissal of the Continental Bankruptcy Case which is
      expected to occur on November 20, 1995.

9.   Contingencies:

     a.   The Company is involved in various legal proceedings
          which are considered to be ordinary  routine 
          litigation  incident to its business.  The Company
          believes that the impact, if any, will not materially
          affect the Company's operating results or consolidated
          financial position.

9.   Contingencies (continued):

     b.   The Company's general liability insurance carrier for
          the period August 1982 to November 1983 is in
          receivership.  The Company's general liability
          insurance carrier for the period August 1979 to August
          1982 is also in receivership.  Insurance coverage for
          certain claims pending against the Company are
          dependent upon the financial condition of these
          insurance companies.  Several claims are pending
          against the Company for which the Company claims
          coverage under policies issued to it by these two
          carriers.  The potential liability to the Company
          cannot be determined.  However, the Nevada Insurance
          Guaranty Association provides coverage to the Company
          similar to that provided under policies by these
          general liability carriers subject to certain
          limitations, including a limitation of $300,000 for
          each covered claim, as set forth in the Nevada
          Insurance Guaranty Association Act.  The Company
          believes that final resolution will not materially
          affect its consolidated financial position or operating
          results.

     c.   SHF was advised of possible contamination on two sites
          at Hamburg Farms, a storage facility for diesel fuels
          and an old airstrip which had been used for the loading
          and fueling of aircraft applying agricultural chemicals
          to the surrounding farm lands.  The Company has
          completed the cleanup relating to the diesel storage
          tanks at a cost of approximately $100,000.  Clean up of
          the airstrip has required major excavation of
          contaminated earth and the treatment and disposal
          thereof.

          The Company has disposed of a large amount of the
          contaminated earth at an approved site for the storage
          of toxic wastes.  However, 4,000 cubic yards of
          contaminated earth still remain to be disposed of.  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.  The State has participated in
          the funding of several projects by a number of chemical
          treatment firms in efforts to try other detoxification
          methods on the soil.

9.   Contingencies (continued):

     c.   (continued)

          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.  The
          Company is unable to predict when the ongoing testing
          will be complete or what the outcome of these tests
          will be.  As of September 30, 1995, the Company has
          paid $446,000 and accrued $62,000 relating to the clean
          up, including the $100,000 expended for the diesel
          storage tank.  The Company has not made an accrual for
          the cost, if any, of removing the contaminated earth
          pending the results of the various ongoing tests.

     d.   The Company has received a notice from the State of
          California Franchise Tax Board (FTB) wherein the FTB
          alleges that one of the Company's subsidiaries owes
          California franchise tax, penalties and interest of
          approximately $500,000.  The FTB claims that the
          Company is not permitted to file a unitary tax return
          in California.  The Company has retained legal counsel
          to resolve the matter with the FTB.  The matter is
          currently being appealed to the California State Board
          of Equalization.

     e.   In connection with a loan to El Dorado Vineyards, Inc.,
          a company wholly-owned by Andrew Marincovich, a member
          of the Company's Board of Directors and member of the
          Company's Audit Committee, the Company is currently
          evaluating whether the loan transaction adversely
          impacts Mr. Marincovich's independence as a Director
          serving on the Audit Committee.  If Mr. Marincovich
          were found not to be independent, the Company may not
          be in compliance with the Consent Decree issued by the
          Securities  and Exchange Commission.  This matter is
          still ongoing and therefore the Company is unable to
          predict what the outcome will be.

10.  Earnings per share:

     Earnings per common share has been computed using the
      weighed number of common shares outstanding as of September
      30, 1995.  Dividends on non-convertible preferred stock
      Series B have been deducted from income or added to the
      loss applicable to common shares.  Dividends accrued on
      preferred shares, in arrears since the second quarter 1982,
      amount to $1,010,000 as of September 30, 1995.

11.  Shareholders' equity:

     On August 23, 1995, pursuant to an earlier agreement, the
      Company purchased 85,000 shares of its common stock at $2
      per share from the bankruptcy estates of Morris A. Shenker
      and IJK Nevada, Inc. (the Bankruptcy Estates).  The Company
      has no further obligation to the Bankruptcy Estates to
      purchase any additional common stock of the Company that
      they may own.  The acquired common stock is included in
      treasury stock in the accompanying financial statements.

12.  Stock ownership:

     As more fully discussed in the Company's Report on Form 8-K
      dated September 12, 1995, the Federal Deposit Insurance
      Corporation (the FDIC) initiated an action against John B.
      Anderson, the Company's Chairman of the Board, and certain
      entities owned or controlled by Mr. Anderson.  On the same
      day, the United States District Court for the District of
      Nevada entered its Order Appointing Receiver and Granting
      Injunctive Relief (the Order).  The Order stayed certain
      powers granted to the receiver, but allows the receiver to
      review the assets, observe the operations, and inspect
      certain books and records, including the Company's,
      relating to the assets of Mr. Anderson and the entities
      owned or controlled by Mr. Anderson.  Mr. Anderson, through
      direct or indirect control of JBA Investments, Inc., Baby
      Grand Corp., and CBC Builders, Inc., beneficially owns
      approximately 68.5% of the Company's common stock.  Mr.
      Anderson pledged approximately 3,000,000 shares, or 47%, of
      the Company's common stock as collateral for his obligation
      to the FDIC.

     Pursuant to the Order, Mr. Anderson, and the entities owned
      or controlled by him, were allowed a 60 day period from the
      date of entry of the Order, unless extended by written
      agreement, to attempt to negotiate a settlement for the
      resolution of the FDIC claims.  If a written settlement
      agreement is reached, Mr. Anderson and the entities owned
      or controlled by him, will have an additional 60 days from
      the date of execution of the settlement agreement, unless
      extended by written agreement, to perform under the
      settlement agreement.  The Company has been advised that
      Mr. Anderson and the FDIC agreed to an  extension of the
      initial 60 day negotiation period to January 12, 1996,
      which extension was submitted to the Nevada Federal Court,
      for which approval is expected.

12.  Stock ownership (continued):

     If Mr. Anderson is unable to reach a settlement agreement,
      or is unable to perform thereunder, a change in control of
      the Company will result.  A change in control could have a
      material adverse impact on the Company.

     The Company is unable to predict whether Mr. Anderson will
      be able to reach a settlement agreement or if a settlement
      agreement is reached, whether Mr. Anderson will be able to
      perform thereunder.


                  DUNES HOTELS AND CASINOS INC.
              
                  QUARTERLY REPORT ON FORM 10-Q

             FOR THE PERIOD ENDED SEPTEMBER 30, 1995


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

     MATERIAL CHANGES IN FINANCIAL CONDITION.  As of September
30, 1995, the Company had a deficit working capital of
$10,991,000 as compared to a deficit working capital of
$9,702,000 as of December 31, 1994.  During the quarter ended
September 30, 1995, cash and cash equivalents decreased by
$274,000 from $874,000 at December 31, 1994 to $600,000 at
September 30, 1995.  The most significant sources of cash were
provided by operations ($1,253,000).  The most significant uses
of cash during the nine months ended September 30, 1995 were the
purchase of the Solano County Option ($1,043,00), the acquisition
of the 53 residential lots in North Las Vegas ($427,000),  the
purchase of 85,000 shares of the Company's common stock, at $2.00
per share, from the Bankruptcy Estates of Morris A. Shenker and
IJK Nevada, Inc. ($170,000), and the Company's investment in
Steadfast Cattle Company, LLC (Steadfast).

     The principal demands on the Company's liquidity continue to
be to fund, when resolved, the obligation owing to The Resolution
Trust Corporation, solely in its capacity as Receiver for San
Antonio Savings Association, F.A. (the RTC) and legal fees
related to the litigation arising thereunder; to fund ongoing
expenses at The Fairways, a subdivision of estate lots in Rancho
Murieta, California, developed and being sold by the Company; to
fund the costs of operations of Pine Ridge Joint Venture (PRJV);
to fund the costs of farming at El Dorado Vineyards; to fund any
payments that may be required by the first lien holder on the El
Dorado Vineyard property; to fund the cattle feeding operation;
and to fund general and administrative expenses.

     The Company believes that the sources of required liquidity
will be cash generated from the storage and drying facility in
Davis, California; operation of El Dorado Vineyards; anticipated
lot sales at The Fairways; sale of the El Dorado Vineyards land;
collections on the Baby Grand Corp. Note; the recovery of a
portion of its investment in PRJV; and the successful operations
of Steadfast.  Based on known commitments and subject to the
anticipated resolution of the SASA Obligation as described in
more detail below, the Company believes that the sources of cash
described above will be adequate to fund known liquidity
requirements.  The occurrence of any other presently unknown
material adverse event could hinder the Company's ability to
generate sufficient cash to meet its actual liquidity
requirements.  In addition, the Company cannot presently predict
the impact on the Company should the receiver appointed at the
request of the FDIC for Mr. Anderson's assets, including the
controlling voting stock of the Company, receive full control of
such assets.  Depending on the magnitude, timing and related
circumstances of any such foregoing events, the Company may be
required to liquidate certain or substantially all of its assets
or to take other steps to respond to cash demands and preserve
the Company's assets and operations.

     On October 24, 1995, and October 27, 1995, the Resolution
Trust Corporation, acting solely in its capacity as receiver for
San Antonio Savings Association, F.A., and the Company signed a
Settlement, Release and Loan Modification Agreement (the 1995
Settlement Agreement) between the RTC, the Company, and the
Company's subsidiaries Continental, M & R Investment Company,
Inc., and SHF Acquisition Corporation (SHF) (all of the foregoing
are sometimes referred to as "The Parties").

     The Parties entered into the 1995 Settlement Agreement to
modify the obligations of the Company under the SASA Obligation,
restructure the obligations, and refinance and extend further
credit to the Company in accordance with the terms and conditions
set forth in the 1995 Settlement Agreement, which terms and
conditions are intended to entirely supersede and replace the
terms of the SASA Obligation.

     The 1995 Settlement Agreement required the Company to
deposit, with an escrow company, $290,000 upon signing the
Agreement which deposit was made on October 24, 1995.  On the
pre-closing date, November 8, 1995, Continental delivered to the
escrow company a grant deed in lieu of foreclosure which, when
executed and recorded, will transfer to the RTC fee title to
certain real property located in San Diego County, California
owned by Continental.  The transfer of the San Diego property is
subject to Continental having its bankruptcy case dismissed.  A
hearing on this matter was held on November 9, 1995, at which
time the Continental Bankruptcy Case was dismissed.  The
dismissal is subject to a 10 day appeal period.  On the closing
date, which is expected to occur on November 20, 1995, but no
later than November 30, 1995, the Company will deliver to the RTC
its promissory note (the Note) in the amount of $2,710,000 which
will be in full settlement of the remaining balance owed to the
RTC by the Company pursuant to the SASA Obligation.  The Note
will bear interest at the rate of prime plus 1%.  Interest will
be payable monthly and all principal will be due five years from
the date of the Note.  The Note will be collateralized by a
collateral assignment, pledge and security agreement pursuant to
which SHF shall collaterally assign to the RTC certain purchase
money promissory notes in the aggregate principal amount of
$725,520, which notes are secured by first deeds of trust on
certain lots in The Fairways; a deed of trust encumbering
seventy-four developed lots located at The Fairways (The Fairways
Deed of Trust) and a deed of trust encumbering fifty-three
partially developed lots in Las Vegas, Nevada (The Nevada Deed of
Trust).  The Fairways Deed of Trust provides for a partial
release of a parcel upon the payment to the RTC of $40,000 for
each parcel to be released.  The Nevada Deed of Trust provides
for a partial release of a parcel upon the payment to the RTC of
$6,000 for each parcel to be released.

     The 1995 Settlement Agreement is contingent upon the final
dismissal of the Continental Bankruptcy Case which is expected to
occur on November 20, 1995.

     On June 30, 1995, the Company paid the interest payment that
was due on the El Dorado Vineyard loan.  The Company is in the
process of assisting Mr. Marincovich in renegotiating the loan on
the El Dorado Vineyard property.

     The lender has indicated its willingness to extend the loan
for an additional five year period at an interest rate of 8.8%. 
As consideration for extending the loan, the lender will require
an immediate principal reduction of $75,000, a principal payment
of $75,000 on January 1, 1996, and thereafter, principal payments
in the amount of $50,000 semi-annually, beginning July 1, 1996. 
The entire outstanding principal balance on the note, plus
accrued interest thereon, will be due and payable on July 1,
2000.  Although the Company would not be a party to the loan, it
is expected that the Company would have to make the payments on
the loan, on behalf of Mr. Marincovich, in order to recover some
or all of the money that has been loaned to El Dorado Vineyards,
Inc. by the Company.  Mr. Marincovich had previously executed a
"Durable Special Power of Attorney" appointing James H. Dale,
President of MRI, to lease, sell, mortgage, and/or transfer the
El Dorado Vineyard Property.

     In connection with the operations of El Dorado Vineyards,
the Company has obtained financing for the picking, packing and
selling of the El Dorado Vineyard crop.  Based on production and
sales reports, the Company believes it will recover its costs
incurred in growing the crop.

     As more fully discussed in the Company's Report on Form 8-K
dated September 12, 1995, the Federal Deposit Insurance
Corporation (the FDIC) initiated an action against John B.
Anderson, the Company's Chairman of the Board, and certain
entities owned or controlled by Mr. Anderson.  On the same day,
the United States District Court for the District of Nevada
entered its Order Appointing Receiver and Granting Injunctive
Relief (the Order).  The Order stayed certain powers granted to
the receiver, but allows the receiver to review the assets,
observe the operations, and inspect certain books and records,
including the Company's, relating to the assets of Mr. Anderson
and the entities owned or controlled by Mr. Anderson.  Mr.
Anderson, through direct or indirect control of JBA Investments,
Inc., Baby Grand Corp., and CBC Builders, Inc., beneficially owns
approximately 68.5% of the Company's common stock.  Mr. Anderson
pledged approximately 3,000,000 shares, or 47%, of the Company's
common stock as collateral for his obligation to the FDIC.

     Pursuant to the Order, Mr. Anderson, and the entities owned
or controlled by him, were allowed a 60 day period from the date
of entry of the Order, unless extended by written agreement, to
attempt to negotiate a settlement for the resolution of the FDIC
claims.  If a written settlement agreement is reached, Mr.
Anderson and the entities owned or controlled by him, will have
an additional 60 days from the date of execution of the
settlement agreement, unless extended by written agreement, to
perform under the settlement agreement.  The Company has been
advised that Mr. Anderson and the FDIC have agreed to an
additional 60 day extension in which to negotiate a settlement
for the resolution of the FDIC's claims.

     If Mr. Anderson is unable to reach a settlement agreement,
or is unable to perform thereunder, a change in control of the
Company will result.  A change in control could have a material
adverse impact on the Company.

     The Company is unable to predict whether Mr. Anderson will
be able to reach a settlement agreement or if a settlement
agreement is reached, whether Mr. Anderson will be able to
perform thereunder.

     On September 27, 1995, West Coast Mortgage Holdings, Inc.
(WCMH), the holder of the first trust deed indebtedness on BGC's
primary asset, sent to BGC a Notice of Breach of Covenant and
Event of Default (the Notice), arising out of the stipulated
appointment of a receiver for Mr. Anderson's assets.  WCMH
alleges that the appointment of a receiver constitutes an event
of default under the WCMH loan.  An event of default under the
WCMH loan is an event of default under the loan to BGC by M & R
Investment Company, Inc. (MRI).  The Notice could have a
detrimental impact on MRI in that MRI may be unable to collect
amounts owing to it by BGC.  The Company is unable to predict
what the outcome of the Notice will be.

     In connection with its loan to Rancho Murieta Properties,
Inc. (RMPI) and CBC Builders, Inc. (CBC), SHF Acquisition
Corporation (SHF) entered into a settlement agreement between
RMPI, CBC, Rancho Murieta Country Club (RMCC) and the Pension
Trust Fund for Operating Engineers.  The settlement agreement
confirmed SHF's right to receive payment of the settlement
proceeds which had been pledged to SHF and others.  Under terms
of an Inter-Creditor Agreement between MRI, SHF and RMPI's and
CBC's legal counsel, SHF received $345,337 on July 7, 1995.  The
Company does not believe that it will collect anything further on
the RMPI and CBC loans.  The balance of the amounts due from RMPI
and CBC have been fully reserved as of September 30, 1995.

     During August 1995, the Company, along with an unrelated
third party, formed a California Limited Liability Company known
as Steadfast Cattle Company, LLC (Steadfast).  Steadfast was
organized to conduct a cattle feeding operation in Gonzales,
California.  The Company owns a 50% interest in Steadfast.  The
Company agreed to contribute up to $200,000 for its interest of
which $114,070 has been contributed as of November 2, 1995.

     During August 1995, the Company purchased 180 head of cattle
for $60,580.  The Company intends to feed the cattle.  Once the
desired weight gain is achieved the Company will sell the cattle. 
The cost of feeding the cattle is paid to Steadfast by the
Company.

     The Company continues to have ongoing cash requirements,
which may be as much as $400,000 in the next twelve month period,
arising out of environmental cleanup costs at its Hamburg Farm
property.  The Company has not made an accrual for the cost, if
any, of removing the contaminated earth pending the results of
the various ongoing tests.

     Certain of the matters discussed above are more fully
described in the Company's Annual Report on Form 10-K for the
year ended December 31, 1994.  See "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of
Operations."

MATERIAL CHANGES IN RESULTS OF OPERATIONS

     THREE MONTHS ENDED SEPTEMBER 30, 1995, COMPARED WITH THE
THREE MONTHS ENDED SEPTEMBER  30, 1994.  When compared with the
three months ended September 30, 1994, net loss for the three
months ended September 30, 1995, increased by $269,000.  Sales of
real estate for the period decreased by approximately $150,000
due to minimal sales activity at The Fairways.  The decrease in
rental income was due primarily to the sale of land at Hamburg
Farms.  Storage and drying income decreased due to a late harvest
of the rice crop in Sacramento, California.

     The increase in operating expenses was due in large part to
an increase in legal fees resulting from the RTC/SASA litigation. 
The increases were partly offset by a reduction in bad debt
expense and farm expenses.

     NINE MONTHS ENDED SEPTEMBER 30, 1995, COMPARED WITH THE NINE
MONTHS ENDED SEPTEMBER 30, 1994.  When compared with the nine
months ended September 30, 1994, net loss for the nine months
ended September 30, 1995, increased by $719,999.  Sales of real
estate for the period increased by $885,000 due to an increase in
sales at The Fairways and the sale of land at Sam Hamburg Farms. 
Rental income decreased due to the sale of land at Sam Hamburg
Farms.  Storage and drying income decreased due to a late harvest
of the rice crop in Sacramento, California.

     The increase in operating expenses was due in large part to
an increase in legal fees resulting from the RTC/SASA litigation. 
The increase was partially offset by a decrease in farming
expense.  The net loss was further increased by the Company's
share of losses incurred by the Pine Ridge Joint Venture.


                         PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDING

     See "Part I, Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Material Changes
in Financial Condition" for a discussion of recent events with
SASA/RTC.

ITEM 2.   CHANGES IN SECURITIES

     Under the terms of the 1988 SASA Obligation, the Company's
second tier subsidiary, MRI, is prohibited from paying dividends
to MRC which in turn is prohibited from paying dividends to the
Company during the term of the settlement agreement with San
Antonio Savings Association.  If the 1995 Settlement Agreement
becomes effective, this covenant will not apply.

ITEM 3.   DEFAULT UPON SENIOR SECURITIES

     Dividends in arrears.  See Note 10 of Notes to Consolidated
Condensed Financial Statements.

ITEM 5.   OTHER INFORMATION

     As more fully discussed in the Company's Report on Form 8-K
dated September 12, 1995, the Federal Deposit Insurance
Corporation (the FDIC) initiated an action against John B.
Anderson, the Company's Chairman of the Board, and certain
entities owned or controlled by Mr. Anderson.  On the same day,
the United States District Court for the District of Nevada
entered its Order Appointing Receiver and Granting Injunctive
Relief (the Order).  The Order stayed certain powers granted to
the receiver, but allows the receiver to review the assets,
observe the operations, and inspect certain books and records,
including the Company's, relating to the assets of Mr. Anderson
and the entities owned or controlled by Mr. Anderson.  Mr.
Anderson, through direct or indirect control of JBA Investments,
Inc., Baby Grand Corp., and CBC Builders, Inc., beneficially owns
approximately 68.5% of the Company's common stock.  Mr. Anderson
pledged approximately 3,000,000 shares, or 47%, of the Company's
common stock as collateral for his obligation to the FDIC.

     Pursuant to the Order, Mr. Anderson, and the entities owned
or controlled by him, were allowed a 60 day period from the date
of entry of the Order, unless extended by written agreement, to
attempt to negotiate a settlement for the resolution of the FDIC
claims.  If a written settlement agreement is reached, Mr.
Anderson and the entities owned or controlled by him, will have
an additional 60 days from the date of execution of the
settlement agreement, unless extended by written agreement, to
perform under the settlement agreement.  The Company has been
advised that Mr. Anderson and the FDIC have agreed to an
additional 60 day extension in which to negotiate a settlement
for the resolution of the FDIC's claims.

     If Mr. Anderson is unable to reach a settlement agreement,
or is unable to perform thereunder, a change in control of the
Company will result.  A change in control could have a material
adverse impact on the Company.

     The Company is unable to predict whether Mr. Anderson will
be able to reach a settlement agreement or if a settlement
agreement is reached, whether Mr. Anderson will be able to
perform thereunder.

     See Part I, Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Material Changes
in Financial Condition," for a description of the anticipated
settlement of the SASA Obligation.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     ITEM      DESCRIPTION

     10.01          Settlement, Release and Loan Modification
                    Agreement, by and among The Resolution Trust
                    Corporation, Dunes Hotels and Casinos Inc.,
                    Continental California Corporation, M & R
                    Investment Company, Inc. and SHF Acquisition
                    Corporation.

     27.01          Financial Data Schedule

(b)  Reports on Form 8-K

     Form 8-K, Item 5, dated September 12, 1995.
                                  
                                  
                                  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.



                                    DUNES HOTELS AND CASINOS INC.
                                              Registrant



Date: November 13, 1995             By:  /s/ James H. Dale       
                                         James H. Dale
                                         Duly Authorized Officer
                                         and Chief Financial
                                         Officer
                                
                                
                                EXHIBIT INDEX



ITEM                DESCRIPTION                         PAGE NO.

10.01     Settlement, Release and Loan Modification
          Agreement by and among The Resolution Trust         
          Corporation, Dunes Hotels and Casinos Inc.,
          Continental California Corporation, M & R
          Investment Company, Inc. and SHF Acquisition        
          Corporation.                                      29

27.01     Financial Data Schedule                          131