UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.,  20549

                            FORM 10-K
(Mark One)
  X       Annual report pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934 [No Fee Required] for
          the fiscal year ended December 31, 1996 or
          Transition report pursuant to Section 13 or 15(d) of
          the Securities Exchange Act of 1934 [No Fee Required]
          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

Securities Registered Pursuant to Section 12(b) of the Act:
                                            Name of each exchange
Title of each class                           on which registered
       NONE                                         NONE         

Securities Registered Pursuant to Section 12(g) of the Act:
                                       Series B, $7.50 Cumulative
Common Stock, $.50 par value      Preferred Stock, $.50 par value
      (Title of class)                    (Title of class)       

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                        YES  X      NO    

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  (X)

     The aggregate market value of the voting stock held by 
non-affiliates of the Registrant (2,094,340 common shares) computed
by reference to the price at February 14, 1997 ($.1563 per share)
was approximately $327,345.  No market value is assigned to the
Series B preferred stock.  See "Item 5. Market for Registrant's
Common Equity and Related Matters".

The number of shares of common stock outstanding as of February
14, 1997 was 6,375,096.
        Documents Incorporated by Reference Not Applicable

This document consists of      pages with exhibits,        pages
without exhibits.

ITEM 1.   BUSINESS

     Dunes Hotels and Casinos Inc. was incorporated in New York
in 1956.  In this report the term "the Company" refers to Dunes
Hotels and Casinos Inc., individually, or with 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).

     On May 18, 1995, Continental filed a Petition for Relief
Under Chapter 11 of the United States Bankruptcy Code.  The
Petition for Relief was filed in the United States District of
Nevada, Case No. 95-21992 LBR.  The case was subsequently
transferred to the United States Bankruptcy Court for the
Southern District of California.  The bankruptcy case was
dismissed on November 9, 1995.

     The Company, through its subsidiaries, operates in two
principal business segments:  real estate (development and sale
of residential lots and rental of agricultural land), and
agriculture (drying and storing rice).  See Note 16 of Notes to
Consolidated Financial Statements for information relating to
industry segments and class of services.
     
     The Company's real estate segment develops and sells
completed residential lots primarily to builders of custom homes
and to the general public located in and around the greater
Sacramento, California area.

     The agricultural segment dries harvested rice over a two
month period (approximately September 15 to November 15) and
stores, for a fee, the dried rice (or other grains) until it is
removed by the owner.   The Company drys and stores rice
principally for one customer, Farmers Rice Co-operative
(Farmers).  Farmers accounts for approximately 98% of the rice
drying and storage revenue.  If the Company were to lose Farmers
as a customer, it would have a material adverse effect on the
Company's agricultural segment.  The Company is contemplating
building a new rice drying facility adjacent to its rice storage
facility.  See "Item 1. Business - Agricultural Segment - Grain
Storage and Drying Facility."

RESOLUTION OF SASA DISPUTE

     On October 24, 1995, the Company, along with Continental,
MRI and SHF, entered into a Settlement, Release and Loan
Modification Agreement (the Settlement Agreement) with the
Resolution Trust Corporation (the RTC) in connection with the
Company's obligation to San Antonio Savings  Association (the
SASA Obligation) which the RTC alleged was $21,107,796 as of
October 10, 1995.  The Settlement Agreement became effective on
December 6, 1995.  As a result of the settlement, the Company
recorded a one-time extraordinary gain of $8,346,000.  Pursuant
to the terms of the Settlement Agreement and as full payment of
the SASA Obligation, (i) Continental transferred four parcels of
non-contiguous real property located northwest of San Diego,
California, owned by Continental,  to the RTC in consideration of
a $1,500,000 credit against the SASA Obligation, (ii) the Company
paid $290,000 to the RTC, and (iii) the Company delivered a
secured promissory note to the RTC (the RTC Settlement Note) in
the principal amount of $2,710,000.  In addition, Continental
received an order dismissing its bankruptcy case, and the Company
received orders dismissing all of the litigation between the
Company, SASA and the RTC.  The RTC Settlement Note bears
interest at an annual rate of 1% over the prime rate, adjustable
semi-annually; provided, however, that the interest rate shall
not be less than 8% or more than 12% per annum.  The RTC
Settlement Note requires monthly payments of interest until
December 6, 2000, at which time the entire unpaid principal
amount and all accrued and unpaid interest is due. As of the date
hereof, the Company has made all required payments under the RTC
Settlement Note.  The RTC Settlement Note is collateralized by
(i) a deed of trust (the Rancho Murieta Deed of Trust) on 69
unsold residential lots at The Fairways in Rancho Murieta,
California (56 lots as of December 31, 1996), (ii) a deed of
trust (the Nevada Deed of Trust) on 53 partially developed
residential lots located in North Las Vegas, Nevada, and (iii) a
collateral assignment (the Collateral Assignment) of purchase
money promissory notes (the SHF Notes) in the aggregate principal
amount of $725,520 secured by 7 residential lots previously sold
at The Fairways ($564,160 secured by 5 residential lots as of
December 31, 1996).

REAL ESTATE SEGMENT:

THE FAIRWAYS

     The Company, through SHF, developed approximately 50 acres
of real property as a residential planned unit development known
as "The Fairways" in Rancho Murieta, California.  Rancho Murieta
is a 3,500 acre master planned unit development located
approximately 25 miles from Sacramento, California.  Rancho
Murieta consists primarily of single family homes, town houses,
commercial property and two 18-hole championship golf courses,
including country club facilities.  The Fairways, located within
the boundaries of one of the golf courses at Rancho Murieta, was
subdivided into 110 single family estate lots.  As of February
14, 1997, 55 lots remain unsold.

     In connection with its development of The Fairways, SHF was
required to construct several water, sewer and drainage
facilities (the Improvements) that are oversized to serve lands
outside the boundaries of The Fairways (the Benefited
Properties).  SHF and Rancho Murieta Community Services District
(the District) have entered into an agreement (the Reimbursement
Agreement) wherein SHF and the District have agreed that the
total cost of the Improvements was $1,597,425 and that of this
amount, $276,088 is allocable to The Fairways and $1,321,337 is
allocable to the Benefited Properties.  SHF and the District also
agreed that future construction of certain other facilities will
benefit both The Fairways and the Benefited Properties.  The
Reimbursement Agreement provides that the amount that will be
allocable to The Fairways will be approximately $176,500 and will
be deducted from the amount due SHF resulting in a net amount due
to SHF of approximately $1,140,900.  The funds will be reimbursed
to SHF out of proceeds of any subsequent community facilities
district or by direct payment by subsequent developers of the
Benefited Properties.  SHF's right to reimbursement under the
Reimbursement Agreement will expire in twenty years from
September 1995.  The Company is unable to predict what amount, if
any, will be received under the Reimbursement Agreement.  The
rights to reimbursement under the Reimbursement Agreement are
personal to SHF and do not run with The Fairway property unless
assigned by SHF.

     As part of the development of The Fairways, SHF entered into
a Parks Development Agreement dated February 20, 1991 (the Parks
Agreement) with Rancho Murieta Association (RMA).  The Parks
Agreement provided, among other things, that the developers of
properties in Rancho Murieta pay to RMA a park fee for each
developed lot.  It was RMA's contention that the park fees were
due in full when the common areas within a subdivision are
annexed into RMA.  SHF maintained that the park fees, applicable
to each lot, were due only when each lot was sold.  In August
1994, SHF entered into a Settlement Agreement Regarding Payment
of Park Fees (the Park Fee Payment Agreement).  The Park Fee
Payment Agreement acknowledged that the total park fees owing to
RMA were $173,238.  The Park Fee Payment Agreement further
provided that SHF would pay $17,323 upon signing of the Park Fee
Payment Agreement and that the balance would be paid ratably as
the remaining lots were sold.  In the event all of the lots are
not sold by December 31, 1997, then any remaining amount due must
be paid in full.  In the event that SHF makes any sale or
transfer of multiple lots within the Fairways to any other
person, the allocable share of the SHF park fees attributable to
the lots so conveyed shall be immediately due and payable to RMA. 
However, SHF is permitted to transfer multiple lots to an entity
in which SHF holds at least a 50% interest without accelerating
payment of the park fees allocable to the lots transferred.

     As part of the Settlement Agreement described above with the 
RTC, all of the unsold lots in The Fairways are encumbered by a
deed of trust in favor of the RTC.  The deed of trust requires a
$40,000 payment for the release of each encumbered lot. See
"Resolution of SASA Dispute" above.

     On October 7, 1996, the Company signed a letter agreeing to
modify the Purchase and Option Agreement (the New Agreement)
between the Company and Murieta Investors, LLC, (MI) formerly
West Coast Properties, LLC.  The Purchase and Option Agreement is
described in detail in the Company's Form 10-K for the year ended
December 31, 1995.  See Item 1. "Business - Real Estate and
Related Activities - The Fairways."  The New Agreement provides
that MI will 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 (the Success Payments). 
Eight months after the purchase of the initial 6 lots, MI will be
entitled to purchase a second group of 6 lots.  An additional
group of 6 lots may be purchased every 4 months thereafter until
40 lots have been purchased.  The initial payment for the second
6 lots purchased will be $40,000, plus payment of the applicable
park fees and the Success Payments.  Beginning with the purchase
of the third group of 6 lots, the initial payment will be
$45,000, plus payment of the park fees applicable to the lots
purchased.  Therefore, the Success Payments will be 20% of the
gross sales price of each residential dwelling lot sold less
$45,000.  If MI sells any lot without constructing a residential
dwelling thereon, the Company will receive 20% of the sale price
without offset of the initial payment.  The sale of the first 6
lots closed on December 20, 1996.

WHITE RANCH

     The Company, through Southlake, owns a 50% interest in the
White Ranch which consists of approximately 10,000 acres of
agricultural land, located in Kings and Tulare Counties,
California.  The other 50% owner and Southlake share equally in
profits and losses on the operation and sale of the White Ranch. 
All of the 10,000 acres  have been leased for the 1997 crop year. 
Tenants at the White Ranch generally pay a fixed cash rent plus a
share rent.  The amount of the share rent is based on the
profitability of the crop grown.  Tenants are required to pay all
water usage charges applicable to the leased land. In February
1997, the Company and the other 50% owner of the White Ranch
entered into a Purchase and Sales Agreement (the Agreement) to
sell the White Ranch for $6,000,000.  The Agreement provides that
the purchaser will make a $10,000 non-refundable deposit for a
90-day inspection period.  The inspection period may be extended
for an additional 90-day period upon the payment of an additional
$10,000 non-refundable deposit.  Terms of the sale are all cash
at close of escrow.  If the sale is consummated, net proceeds to
the Company will be approximately $3,000,000.  The sale is
subject to, among other things, the buyer's ability to obtain
adequate financing.  There can be no assurance that the buyer
will be able to obtain financing and that the sale will close.

SAM HAMBURG FARM

     MRI owns approximately 150 acres of agricultural property
called Sam Hamburg Farm (Hamburg Farm) in Fresno and Merced
Counties, California.  MRI's 150 acres are operated by SHF.  Of
the 150 acres, 40 acres contain the airstrip and the shop areas
which are the focus of continuing attempts at chemical clean-up. 
The remaining 110 acres are leased to various tenants at an
annual aggregate rental of approximately $20,000. 

     In connection with a potential 1991 sale of a portion of
Hamburg Farm, SHF was advised of possible contamination on the
site.  The Company retained a specialist to inspect the sites,
take samples, analyze the samples and report to the Company.  The
specialist indicated that there were two major sites of chemical
spillage, 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 substantially completed the clean-up relating to
the diesel storage tanks at a cost of approximately $100,000. 
The Company has disposed of a large amount of the contaminated
earth at an approved site for the storage of toxic wastes. 
However, 5,000 cubic yards of contaminated earth (previously
thought to be 4,000 cubic yards) 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.

     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. However, if on-site remediation can be
achieved, it is estimated that the cost will be between $90,000
and $115,000.  The Company is unable to predict when the ongoing
testing will be completed or what the outcome of these tests will
be.  As of December 31, 1996, the Company has paid approximately
$500,000, including the $100,000 expended for the diesel storage
tanks and has accrued an estimated $174,000 relating to the
balance of the clean up.  That estimate could change as the
remediation work takes place.

RESIDENTIAL LOTS, NORTH LAS VEGAS

     The Company owns 57 partially developed residential lots in
North Las Vegas, Nevada.  The 57 lots were formerly owned by Pine
Ridge Joint Venture (PRJV).  As part of the settlement with the
RTC, 53 of the lots are encumbered by the Nevada Deed of Trust in
favor of the RTC.  The Nevada Deed of Trust requires a $6,000
payment for the release of each of the encumbered lots.  See
"Resolution of the SASA Dispute".   On February 21, 1997, the
Company signed an Agreement for the Purchase and Sale of all 57
lots for a total consideration of $661,800 plus reimbursement of
water fees paid in the amount of $72,957.  The sale is expected
to close in the second quarter of 1997.

AJD JOINT VENTURE

     In June 1993, MRI entered into a joint venture known as PRJV
with AJD, a Nevada limited partnership, for the purpose of
developing approximately 92 single-family residences in North Las
Vegas, Nevada.  The development was scheduled to be completed in
two phases consisting of 32 residences in the first phase and the
balance to be completed in the second phase.  The holder of the
first lien on the land in the second phase, which consisted of 53
partially developed residential lots, filed a Notice of Default
and Election to Sell Under Deed of Trust.  On May 3, 1995, SHF
acquired the lots at the foreclosure sale for approximately
$440,000.  On October 1, 1996, PRJV deeded to the Company, in
lieu of foreclosure, 4 fully developed residential lots.  See
"Residential Lots, North Las Vegas" above.  On October 10, 1996,
the last remaining house in Phase I was sold, thereby effectively
terminating PRJV.

SOLANO COUNTY OPTION

     The Company has an option (the Solano County Option) to
acquire approximately 1,690 acres of farm land located in Solano
County, California.  The Company acquired the Solano County
Option as part of a settlement agreement between Baby Grand Corp.
(BGC), an Anderson Entity, a financial instution and MRI.  The
purchase price of the Solano County Option was $1,043,902.  The
Solano County Option provides that the Company can purchase the
1,690 acres at a price of $3,000,000.  The Company will receive a
credit of $1,000,000 against the purchase price.  The option
expires on May 1, 2003.  Upon certain conditions and the consent
of the first lienholder on BGC's Maxim Hotel and Casino and the
Nevada Gaming Control Board, MRI can require BGC to repurchase
the Solano County Option (The Repurchase Agreement).  The
Repurchase Agreement expires on the earlier of: (i) May 1, 2002
or (ii) 1 year prior to the date the Option Agreement expires. 
The Company can only recover the value of the option (i) by
exercising the option and selling the property or (ii) selling
the option.  However, if the fair value of the real property
should drop below the option purchase price, the Company would
not be able to recover all of its investment in the Solano County
Option.  The owner of the property under option has informed the
Company that it may not be able to make the payment due on the
first mortgage lien which had a balance due of approximately
$1,356,000 as of December 31, 1996.  The Company and the owner
are attempting to negotiate a solution, which could include the
Company exercising the Solano County Option at a price that is
less than the option price stated in the Solano County Option. 
No assurance can be given that the Company will be able to
recover its investment in the Solano County Option, or to
negotiate a satisfactory solution with the owner of the property. 
If the Company is unable to renegotiate the option price, the
Company may  make the payment to the first mortgage lien holder
in order to protect its investment in the Solano County Option. 
The Company is unable to predict what the outcome of this matter
will be. 

AGRICULTURAL SEGMENT:

GRAIN STORAGE AND RICE DRYING FACILITIES

     SHF owns a grain storage facility (The Storage Facility)
located in Yolo County, California.  The Storage Facility
generally stores, for a fee, grains owned principally by Farmers
Rice Co-operative.  The Storage Facility can store approximately
34,000 tons of grain.

     On March 1, 1995, the Company entered into a two year lease,
at an annual rent of $54,000, of a rice drying facility (the
Drying Facility) located in West Sacramento, California.

     In November 1996, the Company informed the lessor that it
was terminating the Drying Facility lease.  In consideration of
the payment of $75,000, the lessor agreed to accept the return of
the Drying Facility, as is, and acknowledged that it had no
claims of any kind or nature against the Company and released the
Company from any and all obligations, except for rent payments
for the remainder of the lease term, and any subsequent damages.

     On January 1, 1996, the Company entered into an agreement
with Cal-Dehy whereby the Company would pay to Cal-Dehy $60,000,
payable $5,000 per month, for the use of the Cal-Dehy name and a
Covenant Not To Compete.  The agreement, including the Covenant
Not to Compete, was for one year.  The agreement expired on
December 31, 1996.  The Company does not intend to renew the
agreement or the Covenant Not To Compete.

     In January 1996, the Company's Board of Directors authorized
management to pursue the possibility of constructing a new rice
drying facility adjacent to the rice storage facility in Yolo
County, California (The New Drying Facility).  The cost of
constructing The New Drying Facility is estimated to be
approximately $1,800,000 including carrying costs.  The Company
has made a $47,484 deposit on a rice dryer in anticipation of
constructing The New Drying Facility.  Since the Company did not
begin construction as originally scheduled, 50% of the deposit
has been forfeited. However, the Company would receive  credit
for the balance of the deposit if construction of The New Drying
Facility goes forward.  In the event the Company does not proceed
with the construction of The New Drying Facility, the Company 
will lose the balance of its deposit on the rice dryer.
Construction of The New Drying Facility is subject to various
governmental approvals and the ability of the Company to obtain
adequate financing.  The Company has signed a financing
commitment which, if funded, would provide approximately 65% or
$1,150,000, whichever is less, of the construction funds needed
to build The New Drying Facility.  The commitment is subject to
the final review and credit approval by the lender and execution
of mutually acceptable documentation. No assurance can be given
that the Company will receive the necessary approvals or adequate
financing. It is anticipated that construction of The New Drying
Facility would begin in the second or third quarter of 1997.  The
Company is unable to predict whether The New Drying Facility will
be completed in time for the 1997 rice drying season
(approximately September 15 to November 15).  If The New Drying
Facility is not completed in time for the 1997 rice drying
season, the Company may attempt to negotiate a new lease on the
West Sacramento, California drying facility. The Company is
unable to predict if a new lease can be obtained for the West
Sacramento drying facility or what the terms and conditions of
such a lease would be. 

OTHER ACTIVITIES:

CERTAIN LOANS

     From time to time the Company has made loans to various
Anderson Entities, Directors and Executive Officers of the
Company and other unrelated third parties.  All loans to related
parties were approved by the Company's Audit Committee.  The most
significant of these are as follows:

BABY GRAND CORP.

     BGC d/b/a Maxim Hotel and Casino (the Maxim), Las Vegas,
Nevada, an Anderson Entity, owed the Company $2,129,400 plus
accrued interest in the amount of $167,000 at December 31,1996,
pursuant to a promissory note dated November 2, 1992, in the
original amount of $2,650,000 (the BGC Note).  The BGC Note bears
interest at the rate of 9% per annum.  Monthly payments under the
BGC Note are currently $50,000.  The BGC Note is due in full on
December 1, 1997 at which time the  first deed of trust
indebtedness on the Maxim is due.  BGC is precluded from paying
the final installment due on the BGC Note until it pays the first
deed of trust indebtedness of approximately $34,200,000 as of
December 31,1996.  If BGC is unable to pay or refinance the 
first deed of trust indebtedness, it would have a material
adverse effect on the Company's ability to collect on the BGC
Note.  If BGC is unable to make the final payment, the Company
would have a loss of approximately $1,899,000 for which
$1,899,000 has been  provided.  The BGC Note is collateralized by
approximately 1,280,000 shares of the Company's common stock. 
BGC is current in payment of monetary obligations under the BGC
Note.  The first trust deed holder has threatened to declare a
default primarily as a result of the litigation between Mr.
Anderson and the Anderson Parties and the FDIC (See Item 3.
"Legal Proceedings and Item 12, "Security Ownership Of Certain
Beneficial Owners And Management").  In the event the Maxim first
trust deed holder declares a default, the BGC Note will also be
in default.

GOLDEN STATE TRUST

     In connection with a proposed settlement agreement (the
Agreement) dated June 12, 1996, between the  FDIC and John B.
Anderson, Edith Anderson, Cedar Development Company, J.A. Inc.
and J.B.A. Investments, Inc.(collectively the Anderson Parties)
the Company loaned $250,000 to Golden State Trust, an Anderson
Party.  The loan is evidenced by a note dated June 12, 1996,
which bears interest at the rate of 12% per annum, payable
monthly.  A principal payment of $100,000 was paid on July 1,
1996.  The balance of the principal and accrued and unpaid
interest was due on December 12, 1996.  The Company believes that
the note is uncollectible and therefore has provided a reserve of
$150,000 against the balance of the amount due from Golden State
Trust.  In addition, the Company ceased accruing interest on the
loan as of September 30, 1996.

OTHER TRANSACTIONS

     In July 1995, the Company committed to invest up to $200,000
in a cattle feeding operation, with an unrelated third party,
known as Steadfast Cattle Co. (Steadfast).  The feed lot is
located in Gonzales, California on land leased from the former
operator.  The operation consisted of feeding both beef and dairy
cattle, owned by others, on a per diem basis.   In addition to
its original commitment, the Company  purchased approximately
$225,000 of equipment that it leases to the feed lot operation.

     Because the cattle feeding operation was not successful, the
company stopped funding Steadfast.  As of December 31, 1996, all
operations at Steadfast have ceased and the Company has written
off all advances made to Steadfast. The effect of the Steadfast
operations and its discontinuance on the Company's financial
statement have been immaterial.  The Company is currently
attempting to sell the equipment that was purchased for the feed
lot operation.  It is anticipated that the sale of the equipment
will result in a loss of approximately $10,000.  However, it is
possible that the estimated amount of the loss could increase if
the Company is unable to sell the equipment within a reasonable
amount of time.

DIRECTORS

     As reported in previous reports, the Company in 1993 made a
$500,000 loan to an entity wholly-owned by Director Andrew
Marincovich.  See Annual Report on Form 10-K for the year ended
December 31, 1995, Item 1. "Business - Other Activities - Certain
Loans - Directors."  The Company was informed that the
foreclosure sale of the El Dorado Vineyard property was completed
during the second quarter of 1996.  The Company was further
informed that the foreclosure sale extinguished without payment
to Andrew Marincovich all of his interest in the property or the
proceeds thereof.  The Company's non-recourse guarantee from Mr.
Marincovich was limited to excess proceeds from such foreclosure
sale.  Therefore, the Company did not recover any of its funds
pursuant to the guarantee.

MADDOCKS/WILLOWS RANCH

     In May 1990, the Company made a loan to William Maddocks, et
al, a central California real estate investment group (Maddocks),
in the principal amount of $1,000,000.  The loan was
collateralized by real property in northern California.  Maddocks
paid all but $315,000 of the loan.  In 1992, the Company and
Maddocks formed a partnership called Willows Ranch.  The
Company's contribution was the balance remaining on the original
$1,000,000 loan, and Maddocks contributed the net equity in the
real estate that served as collateral for the Company's loan.

     In November 1995, Maddocks and the Company agreed to sell
the Willows Ranch for a price of $835,000.  The sale closed on
February 5, 1996.  Out of the sale proceeds, the Company received
cash of approximately $209,000 and a 91.90% interest in a note in
the amount of $243,430. 

COMPETITION

REAL ESTATE SEGMENT:

     The real estate investment and development business is
highly competitive.  The Company competes for real estate
investments with investors of all types, including domestic and
foreign corporations, financial institutions, other real estate
investment companies and individuals, many of which have
substantially greater resources than the Company.  In addition,
the Company's properties are subject to local competitors from
the surrounding areas.  The Company does not consider its real
estate business to be seasonal in nature.

     With respect to the residential real estate, the Company
competes with numerous other developers and residential
properties in the greater Sacramento area of California, ranging
from regional and national firms to local companies, many of
which have substantially greater resources than the Company.  In
the greater Sacramento area, the Company's residential lots
compete on the basis of, among other things, location, price and
quality of amenities, such as the golf course and country club
facilities at Rancho Murieta.

     With respect to the Company's agricultural real estate, the
Company competes for tenants with other regional or local
agricultural properties in their respective areas of California
where the Company's properties are located.  Competition for
tenants is intense.  Leasing property to prospective tenants is
generally determined on the basis of, among other things, lease
rates and quality of top soil.  The Company's leases of
agricultural property are generally for a short-term period of
one year or less.

AGRICULTURAL SEGMENT:

     With respect to the Company's rice drying and storage
operations, the Company competes with other rice drying and
storage companies in Northern California.  The rice drying
operation is seasonal and runs from approximately September 15 to
November 15.  The storage facility, depending on the types of
grain being stored, operates on a year around basis.  The rice
drying and storage operations are impacted by the number of acres
of rice grown, the yield per acre, weather conditions and
government programs.  Because the Company dries and stores rice
for principally one customer, the loss of that customer could
have a material adverse effect on the rice drying and storage
operation.

SALES AND MARKETING

     The Company employs a sales consultant for the sale of its
residential lots at the Fairways, although sales by independent
real estate brokers are also encouraged.  The residential lots
are marketed primarily by means of media advertising, customer
referrals and realtor contacts.  Selling prices are set based on
the local market conditions and competitive factors. The
agricultural properties are marketed to farmers in the
surrounding area where the agricultural property is located.  The
rice drying and storage operation is marketed to principally one
customer.  

REGULATION

     The Company must comply with various federal, state and
local zoning, building, pollution, environmental, health, and
advertising ordinances, rules and regulations, including
regulations relating to specific building materials to be used,
building design, minimum elevations of properties and emissions
from the rice drying and storage facilities.

EMPLOYEES

     At February 14, 1997, the Company had 9 employees.  None of
the Company's employees are covered by collective bargaining
agreements.  The Company believes its employee relations to be
satisfactory.


ITEM 2.  PROPERTIES

REAL ESTATE SEGMENT:

THE FAIRWAYS

     The Fairways is comprised of approximately 50 acres of land
which has been developed into 110 single family estate lots.  It
is located in Rancho Murieta, California, adjacent to Highway 16,
approximately 25 miles southeast of Sacramento.  The land is
encumbered by bonds in the approximate amount of $600,000, which
is the pro rata share of a bonded indebtedness incurred that
enabled the Rancho Murieta Community Services District to acquire
the water and sewer facilities that serve the community of Rancho
Murieta, which includes the Fairways and by a deed of trust in
favor of RMA securing the payment of Park Fees due RMA.  The
bonded indebtedness will be assumed, pro rata, by the individual
lot buyers.  The amount due RMA will be paid as individual lot
sales are closed.  If all of the lots are not sold by December
31, 1997, then the remaining balance owing to RMA will be due and
payable.  As part of the settlement of the SASA Obligation, the
Company signed a note in favor of the RTC in the original
principal amount of $2,710,000.  The note is collateralized by,
among other things, a deed of trust on the lots at The Fairways. 
The deed of trust requires a $40,000 payment for the release of
each of the encumbered lots.  See "Item 1. Business -- Real
Estate  Segment -- The Fairways."


RESIDENTIAL LOTS -- NORTH LAS VEGAS

     The residential lots in North Las Vegas consist of 53
partially developed lots and 4 completed lots.  Of the 57 lots,
53 lots are encumbered by a deed of trust in favor of the RTC. 
The deed of trust requires a $6,000 payment for the release of
each of the encumbered lots.  See "Item 1. Business -- Real
Estate Segment -- Residential Lots, North Las Vegas."

WHITE RANCH

     White Ranch, in which the Company holds a 50% interest, is
comprised of approximately 10,000 acres of agricultural land.  It
is located on the western edge of Tulare County, California,
adjacent to State Highway 43 and the community of Angiola,
approximately 10 miles south of Corcoran and 30 miles southwest
of Tulare.  See "Item 1. Business -- Real Estate Segment -- White
Ranch."

SAM HAMBURG FARM

     Sam Hamburg Farm consists of approximately 150 acres
remaining from an original 4,600 acres of agricultural land.  The
land is located in the most southwesterly corner of Merced
County, California and the most northwesterly corner of Fresno
County, California, approximately two miles east of Interstate
Highway 5.  It is approximately ten miles south of the city of
Los Banos.  The Company leases the remaining land to various
tenants, whose current crops include cotton, small grains, and
certain types of melons.  The terms of the leases are usually one
crop year on a cash rent basis.  See "Item 1.  Business - Real
Estate Segment - Sam Hamburg Farm".

AGRICULTURAL SEGMENT:

GRAIN STORAGE FACILITY

     The Storage Facility is located in Yolo County, California,
approximately 15 miles west of the city of Sacramento.  The
Storage Facility can store approximately 34,000 tons of grain.  
See "Item 1. Business -- Agricultural Segment -- Grain Storage
and Rice Drying Facilities."

EXECUTIVE OFFICES:

     The Company's executive offices are located in an office
building in Las Vegas, Nevada.  The executive offices are 1,744
square feet and are leased under terms of a lease agreement
expiring May 31, 1997.  The Company also leases office space in
Davis, California on a month to month basis at a monthly rent of
$1,000.  The Company believes that the executive offices and the
Davis office are suitable for its needs.

ITEM 3.  LEGAL PROCEEDINGS

     FEDERAL DEPOSIT INSURANCE CORPORATION, ET AL. V. JOHN B.
ANDERSON ET AL., United States District Court, District of
Nevada, Case No. CV-S-95-00679 (LRL), instituted on July 14,
1995.  The FDIC, acting as a successor and assignee of
EurekaBank, formerly known as Eureka Federal Savings and Loan
Association (Eureka), filed a complaint against John B. Anderson,
Edith Anderson, Cedar Development Company, J.A., Inc. and J.B.A.
Investments, Inc. (collectively, the Anderson Parties).  The
complaint arises out of a judgment in the original principal
amount of approximately $33,700,000 obtained by Eureka against
the Anderson Parties in the District Court for Clark County,
Nevada.  In consideration of Eureka's forbearance from executing
on the judgment, the Anderson Parties executed a debtor-creditor
agreement and related pledge and security agreements.  Among
other things, approximately 3,000,000 shares of the Company's
common stock is pledged as collateral to the FDIC.  The FDIC
alleges, among other things, that the Anderson Parties have
breached the debtor-creditor agreement and seek relief including
(i) specific performance,  (ii) appointment of a receiver, (iii)
injunctive relief, (iv) judicial foreclosure, and (v) enforcement
of the judgment, which together with interest, is alleged to be
in excess of $63,000,000.  On September 15, 1995, the Anderson
Parties entered into a Stipulation and Order For: Entry of Order
Appointing Receiver and For Injunctive Relief, and For Entry of
Consent Judgment (the Stipulation).  The District Court entered
its order (the Order) staying certain powers granted to the
receiver, but allowing the receiver to review the assets, observe
the operations, and inspect the books and records, including the
Company's, relating to the assets of the Anderson Parties. 

     In June 1996, the Company was informed that the Anderson
Parties had reached a tentative agreement (the Agreement)
regarding the Anderson Parties' obligation to the FDIC.  The
Agreement was subject to final approval of the FDIC.  The Company
made a $250,000 loan to Golden State Trust, an Anderson Party, in
connection with the Agreement of which $150,000 remains
outstanding. See" Item 1. Business - Other Activities - Certain
Loans - Golden State Trust"  The Agreement provided that the
judgment, in the original principal amount of approximately
$33,700,000, held by the FDIC against the Anderson Parties, would
be sold to Golden State Trust.  On August 27, 1996, the Company
was informed that the FDIC rejected the Agreement.  The Company
was further informed that on August 28, 1996, the United States
District Court, District of Nevada, entered the Consent Judgment
appointing Ronald L. Durkin, C.P.A. (the Receiver) as the
permanent receiver over the assets of Mr. Anderson and the
Anderson Parties to the extent and with the powers set forth in
the Receivership Order.

     Included in the assets over which the Receiver's powers
extend are Mr. Anderson's beneficial ownership of 3,000,000
shares, or approximately 47.1% of the common stock of the
Company.  The balance of the shares owned beneficially by Mr.
Anderson are pledged to the Company as collateral for the BGC
Notes.  On February 4, 1997, the United States District Court,
District of Nevada, terminated the receivership, discharged  the
receiver, and appointed a special liquidating master.  Based on
statements made by FDIC representatives in public proceedings 
and court proceedings, the Company believes that it is the intent
of the special liquidating master  to sell the assets of the
Anderson Parties that serve as collateral for the obligation to
the FDIC on terms and conditions ordered by the Court, including
the outstanding voting shares of the Company presently in the
possession of the FDIC.  If the special liquidating master or the
FDIC obtains court approval and the common shares are in fact
sold to either persons or entities other than Mr. Anderson or
entities controlled by Mr. Anderson, a change of control of the
Company will occur.  To the knowledge of the Company, the special
liquidating master has not taken any overt steps to assert
control, vote the shares, influence management of the Company, or
otherwise, although no assurance can be given that such steps are
not contemplated or imminent.  In March 1997, the Anderson
Parties filed a notice of appeal with respect to the U. S.
District Court's February 4, 1997 ruling terminating and
discharging the Receiver and appointing a Special Liquidating
Master.

     At the present time, the Company cannot predict the time or
likelihood that such sale of shares or such change of control
will occur, or whether other actions, proceedings or otherwise
will occur that may block, impede or otherwise prevent or
postpone such sale of shares or potential change of control.

     The actions of the special liquidating master may jeopardize
the Anderson Parties ability to operate, including BGC which
remains liable to the Company under the BGC Note.  The Company is
unable to predict what effect the outcome of the matters
described above will have on the Company, or the payment of the
BGC Note.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     No matter was submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders,
through the solicitation of proxies or otherwise.  No matter has
been submitted to a vote of security holders since December 19,
1984.  See "Item 10. - Directors and Executive Officers of the
Registrant."
                             PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

     The principal United States market in which the Company's
common stock is traded is the over-the-counter market.  There is
no established public trading market for the Company's Series B
preferred stock.  Neither the Company's common stock nor the
Company's preferred stock is listed for trading on an exchange.

     The following table sets forth for the periods indicated the
range of the high and low bid quotations for the Company's common
stock as reported by the National Quotation Bureau.  The reported
bid quotations reflect inter-dealer prices, without retail
markup, markdown or commissions, and may not necessarily
represent actual transactions.

     1997                          HIGH                LOW
     1st Quarter
     (through February 14, 1997)   3/16                5/32

     1996                          HIGH                LOW
     1st Quarter                   3/16                3/16
     2nd Quarter                   11/32               3/32
     3rd Quarter                   1/4                 1/8
     4th Quarter                   3/16                1/8

     1995                          HIGH                LOW
     1st Quarter                   7/32                1/8
     2nd Quarter                   7/32                1/8
     3rd Quarter                   3/16                3/32
     4th Quarter                   3/16                1/32

     At December 31, 1996, the Company's transfer agent reported
that there were approximately 1,838 holders of record of the
Company's common stock, and approximately 752 holders of record
of the Company's Series B Preferred Stock.

     Dividends on the Company's common stock have not been paid
since the second quarter of 1979.  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 $1,101,000 as of December 31, 1996. 
Because of the settlement of the SASA Obligation, the Company's
second tier subsidiary, MRI, is no longer prohibited from paying
dividends to MRC, which in turn is no longer prohibited from
paying dividends to the Company.  The Company has no present
intention to pay dividends on either its common or preferred
shares.  See "Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations".

ITEM 6.  SELECTED FINANCIAL DATA

     The following table summarizes certain selected financial
data for the periods indicated.  The data for the years ended
December 31, 1994, 1995 and 1996 should be read in conjunction
with the more detailed audited Consolidated Financial Statements
and Notes thereto appearing elsewhere herein, including the
Independent Auditors' Report.

          DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES
                     SELECTED FINANCIAL DATA
          (NOT COVERED BY INDEPENDENT AUDITORS' REPORTS)

<TABLE>
                                              Year ended December 31,
                               1992         1993       1994       1995       1996 
                                 (Dollars in thousands, except per share data) 
<S>                          <C>          <C>         <C>        <C>        <C>

Continuing operations:
 Net sales and miscellaneous
 income                      $ 1,816      $ 1,387     $3,242     $3,130     $2,982

Income (loss) from
 continuing
 operations                 ($ 1,431)    ($ 1,678)  ($ 1,195)   ($2,075)   ($1,789)

Extraordinary 
 item, net of tax                                                $8,346
 
Earnings (loss) per
 common share before
 extraordinary
 item                       ($   .20)    ($   .25)  ($   .20)   ($  .33)   ($  .29)

Extraordinary item per common
 share                                                           $ 1.30

Earnings (loss) per common
 share                      ($   .20)    ($   .25)  ($   .20)    $  .97    ($  .29)

As of the end of period:
 Total assets                $22,963      $21,262    $19,962     $19,527    $17,126

 Long-term debt and
  capital lease
  obligations                $    25      $    25    $   146     $ 2,797    $ 1,955

 Shareholders'
  equity                     $ 9,298      $  7,545   $ 6,275     $12,304    $10,443

 Book value per
  common share               $  1.43      $   1.16   $   .97     $  1.93    $  1.64
</TABLE>

     Certain items in the table of selected financial data have
been reclassified to conform to the current classification.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

     The Consolidated Financial Statements and Notes thereto are
an integral part of this report, including this Item 7, and are
incorporated herein by this reference and should be read in
conjunction herewith.                    

     Section 21 E of the Securities Exchange Act of 1934 provides
a "safe harbor" for forward-looking statements.  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, the impact of anticipated asset sales,
proposed facilities construction 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 operations 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, actual construction costs and
construction contingencies in connection with construction of new
facilities, 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 cautions readers not to place undue reliance
on any such forward-looking statements, and, such statements
speak only as of the date made.

OVERVIEW

     On October 24, 1995, the Company, along with its
subsidiaries Continental, MRI, and SHF, entered into a Settlement
Agreement with the RTC in connection with the SASA Obligation. 
The Settlement Agreement became effective December 6, 1995.  The
Settlement Agreement modifies and restructures and refinances and
extends further credit to the Company in accordance with the
terms and conditions set for in the 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.

     Pursuant to the terms of the Settlement Agreement and as
full payment of the SASA Obligation, (i) Continental transferred
the San Diego Property to the RTC in consideration of a
$1,500,000 credit against the SASA Obligation, (ii) the Company
paid $290,000 to the RTC, and (iii) the Company delivered a
secured promissory note to the RTC (the RTC Settlement Note) in
the principal amount of $2,710,000.  The RTC Settlement Note
bears interest at an annual rare of 1% over the prime rate as
published in the Wall Street Journal.  The interest rate is
adjusted semi-annually; provided, however, that the interest rate
shall not be less than 8% or more than 12% per annum.  The
Company will make monthly payments of interest until December 6,
2000, at which time the entire principal amount and all accrued
interest is due.

     The RTC Settlement Note is collateralized by (i) the Rancho
Murieta Deed of Trust on 69 unsold residential lots at The
Fairways in Rancho Murieta, California (56 lots as of December
31,1996), (ii) the Nevada Deed of Trust on 53  partially
developed residential lots located in North Las Vegas, Nevada,
and (iii) the Collateral Assignment of the SHF Notes in the
aggregate principal amount of $725,250 secured by 7 residential
lots previously sold at The Fairways ($564,160 secured by 5
residential lots at December 31, 1996).  The Rancho Murieta Deed
of Trust requires a $40,000 payment for the release of each of
the encumbered lots.  The Nevada Deed of Trust requires a $6,000
payment for the release of each of the encumbered lots. The RTC
will apply such payments to the outstanding principal due on the
RTC Settlement Note.  Principal collections  received by the
Company on the SHF Notes will be remitted to the RTC for
application to the outstanding principal due on the RTC
Settlement Note.

     As a result of settling the SASA Obligation, the Company
recorded an extraordinary gain of $8,346,000 in the year ended
December 31, 1995.  The gain consisted of a profit of
approximately $1,100,000 on the transfer of the San Diego
property to the RTC and a reduction of indebtedness of
approximately $7,246,000 net of related legal fees and other
costs.

     On February 21, 1997, the Company signed an Agreement for
the Purchase and Sale of all of the 57 lots, located in North Las
Vegas, Nevada, for a total consideration of $661,800 plus
reimbursement of water fees paid in the amount of $72,597.  The
sale is expected to close in the second quarter of 1997.

     On October 7, 1996, the Company signed a letter agreeing to
modify the Purchase and Option Agreement (the New Agreement)
between the Company and Murieta Investors, LLC (MI), formerly
West Coast Properties, LLC.  The Purchase and Option Agreement
between West Coast Properties, LLC and the Company is described
in detail in the Company's Form 10-K for the year ended December
31, 1995. See Item 1. "Business - Real Estate and Related
Activities - The Fairways".  The New Agreement provides that MI
will 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 (the Success Payments). 
Eight months after the purchase of the initial 6 lots, MI will be
entitled to purchase a second group of 6 lots.  An additional
group of 6 lots may be purchased every 4 months thereafter until
a total of 40 lots have been purchased.  The initial payment for
the second 6 lots purchased will be $40,000, plus payment of the
applicable Park Fees and the Success Payments.  The initial
payment for all subsequent lots purchased will be $45,000, plus
payment of the applicable Park Fees and the Success Payments. 
Beginning with the purchase of the third group of 6 lots, the
Success Payments will be 20% of the gross sales price of each
residential dwelling sold less $45,000.  If MI sells any lots
without constructing a residential dwelling thereon, the Company
will receive 20% of the sales price without offset of the initial
price of $40,000.  The sale of the first 6 lots closed on
December 20, 1996.

     In January 1996, the Company's Board of Directors authorized
management to pursue the possibility of constructing a new rice
drying facility adjacent to the rice storage facility in Yolo
County, California (The New Drying Facility).  The cost of
constructing The New Drying Facility is estimated to be
$1,800,000 including carrying costs.  The Company has made a
$47,484 deposit on a rice dryer in anticipation of constructing
The New Drying Facility. Since the Company did not begin
construction as originally scheduled, 50% of the deposit has been
forfeited.  However, the Company will receive credit for the
balance of the deposit if construction of The New Drying Facility
goes forward.  In the event the Company does not proceed with the
construction of The New Rice Drying Facility, the Company will
lose the balance of its deposit on the rice dryer.  Construction
of The New Drying Facility is subject to various governmental
approvals and the ability of the Company to obtain adequate
financing.  The Company has signed a financing commitment, which
if funded, would provide approximately 65% or $1,150,000,
whichever is less, of the construction funds needed to build The
New Drying Facility.  The commitment is subject to the final
review and credit approval of the lender and execution of
mutually acceptable documentation.  No assurance can be given
that  the Company will receive the necessary approvals or
adequate financing.  It is anticipated that construction of The
New Drying Facility would begin in the second quarter of 1997. 
The Company is unable to predict whether The New Drying Facility
will be completed in time for the 1997 rice drying season
(approximately September 15 to November 15).  If The New Drying
Facility is not completed in time for the 1997 rice drying
season, the Company may attempt to negotiate a new lease on the
West Sacramento drying facility.

     In February 1997, the Company and the other 50% owner of the
White Ranch entered into a Purchase Agreement (the Agreement) to
sell the White Ranch for $6,000,000.  The Agreement provides that
the purchaser will make a $10,000 non-refundable deposit for a
90-day inspection period.  The inspection period may be extended
for an additional 90 days upon payment of an additional $10,000
non-refundable deposit.  Terms of the sale are all cash at close
of escrow.  If the sale is consummated, net proceeds to the
Company will be approximately $3,000,000.  However, no assurance
can be given that the sale will be completed.

     A special liquidating master has been appointed by the
United States District Court, District of Nevada, to sell the
assets that serve as collateral for the obligation due the FDIC
by the Anderson Parties, including the outstanding voting shares
of the Company in the possession of the FDIC.  If the common
shares are in fact sold to either persons or entities other than
Mr. Anderson or entities controlled by Mr. Anderson, a change in
control of the Company will occur. To the knowledge of the
Company, the special liquidating master has not taken any over
steps to assert control, vote the shares, influence management of
the Company, or otherwise, although no assurance can be given
that such steps are not contemplated or imminent. In March 1997,
the Anderson Parties filed a notice of appeal with respect to the
U.S. District Court's February 4, 1997 ruling terminating and
discharging the Receiver and appointing a special liquidating
master.  At the present time the Company cannot predict the time
and likelihood that such sale of shares or such change in control
will occur, or whether other actions, proceedings or otherwise
will occur that may block, impede or otherwise prevent or
postpone such sale of shares or potential change in control.  The
appointment of a special liquidating master may jeopardize the
Anderson Parties' ability to operate, including Baby Grand Corp.,
which remains liable to the Company under the Baby Grand Note. 
The Company is unable to predict what the effect the outcome of
the matters described above will have on the Company.  See Item
3. "Legal Proceedings". 

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

OPERATING RESULTS

     Results of operations for the year ended December 31, 1996,
were adversely impacted due to a number of factors including: (i)
a bad debt write off relating to entities owned or controlled by
or related to the President and Chairman of the Board of the
Company ($482,000); (ii) a write down of real estate held for
sale relating to The Fairways ($290,000); (iii) partnership
losses relating to Pine Ridge Joint Venture and Steadfast Cattle
Company ($135,000); (iv) a decline in profits from the operations
of the rice dryer and storage facility; and (v) a decline in the
profit from the sale of lots at The Fairways.

1996 vs. 1995

Real Estate

     During 1996 the Company reduced the carrying value of The
Fairway lots by $290,000.  The write down of the carrying value
was necessitated when the Company reduced the listed sales prices
of The Fairways lots in an attempt to increase the number of lot
sales.  The sale of the 6 lots to MI were recorded at the initial
price of $40,000 per lot.  In accordance with Statement of
Accounting Financial Standards (SFAS) No. 66 "Accounting for
Sales of Real Estate," no recognition was given to any Success
Payments the Company may receive in the future.  The Company has
recorded all costs associated with the lots which resulted in a
loss on the sale of the 6 lots of approximately $240,000.

     Net rental income from agricultural properties increased by
approximately $400,000 when compared with 1995.  The increase was
due to increased acres being rented for the 1996 crop year.

Agricultural

     Rice drying and storage gross profit decreased by
approximately $204,000 when compared with 1995.  The decrease was
due primarily to increased costs associated with the operation of
the Drying Facility, and the payment of $75,000 relating to the
Drying Facility lease.  The cost of operating the Drying Facility
increased because the Company had to rent generators to provide
the power necessary to run the Drying Facility.  This was
necessitated by vandalism relating to the electrical wiring in
the drying facility.  Because of the vandalism, the Company was
required, under the terms of the drying facility lease, to return
the premises to the lessor in the same condition it was in at the
inception of the lease.  The Company paid the lessor $75,000 and
in return, the lessor agreed to accept the return of the premises
in an "as is" condition.

General

     During 1996, the Company recorded bad debts of approximately
$482,000 relating to loans made to entities owned or related to
the Company's Chairman of the Board and President.  Of the
$482,000, $150,000 related to a $250,000 loan made to Golden
State Trust in connection with a proposed settlement between John
B. Anderson and the Anderson Parties and the FDIC. (See Item 1.
"Business - Other Activities - Certain Loans - Golden State
Trust.").  In addition, the Company reduced the carrying value of
the BGC Note by $338,000 to an amount the Company considers to be
collectible by the due date. (See Item 1. "Business - Other
Activities - Certain Loans - Baby Grand Corp.").

     On October 10, 1996, the last remaining home constructed by
PRJV was sold, thereby effectively terminating PRJV. (See Item 1.
"Business - Real Estate Segment - AJD Joint Venture.").  The
Company does not anticipate any future losses relating to PRJV.

     As of December 31, 1996, all operations of Steadfast ceased.
(See Item 1. "Business - Other Activities - Other
Transactions.").  The Company does not anticipate any future
losses relating to Steadfast and the cattle feeding operation.

     When compared with 1995, corporate selling, general and
administrative expenses decreased due primarily to a reduction in
legal fees.  When compared with 1995, real estate selling,
administrative and general expenses decreased due primarily to
the sale of lots at The Fairways which caused a reduction in
association dues, water and sewer fees, and property taxes.  The
decrease in interest and dividend income, when compared with
1995, was due to a decrease in notes receivables.  When compared
with 1995, interest expense increased because of the December
1995 settlement of the SASA Obligation and the commencement of
interest payments.

     As a result of the foregoing, the net loss, before the
extraordinary item, for the year ended December 31, 1996,
decreased by $286,000 when compared with the net loss before the
extraordinary item for the year ended December 31, 1995.

1995 vs. 1994

Real Estate

     Sales of real estate in 1995 increased by $343,000 when
compared with 1994.  Cost of real estate sold in 1995 increased
by $477,000 when compared with 1994.  The increase in sales and
cost of real estate sold was due to increased sales volume at The
Fairways.  However, when compared with 1994, sales prices of
lots, on the average, was less than the average sale price in
1994, thereby causing a decrease in profit resulting from the
sale of real estate.

     Rental income from agricultural properties in 1995 decreased
by $386,000 when compared with 1994.  Rents received from the
White Ranch decreased by approximately $301,000 as a result of
fewer acres rented and reduced rental rates.  Rent from Sam
Hamburg Farm decreased by approximately $85,000 when compared
with 1994.  The decrease was due primarily to the sale of a
portion of the Sam Hamburg Farm land.

Agriculture

     When comparing 1995 with 1994, there were no significant
increases or decreases in revenues and expenses associated with
the rice drying and storage operation.

General

     When comparing 1995 with 1994, Corporate Selling,
Administrative and General expenses decreased by approximately
$78,000. The decrease was general in nature and did not relate to
any one given category of expenses.  Real estate Selling,
Administrative and General expenses decreased by approximately
$168,000 in 1995.  The decrease was due to a non-recurring charge
in 1994 relating to the Street of Dreams promotion at The
Fairways.

     Total bad debts for the year 1995 were approximately
$761,000, which of $410,000 relating to a loan made to an entity
wholly-owned by a director of the Company and approximately
#351,000 relating to loans made to others, in the ordinary course
of business, which became uncollectible.  These consisted of
unpaid rents at the White Ranch and a loan collateralized by a
first deed of trust on real property and an assignment of rents,
which real property was foreclosed on by the holder of the first
mortgage and deed of trust.  Bad debt expense was reduced by
approximately $336,000 as a result of a settlement between Rancho
Murieta Properties, Inc. (RMPI), the Pension Trust Fund for
Operating Engineers and Rancho Murieta Country Club (RMCC)
relating to certain obligations owing to RMPI by RMCC in which
the Company had a security interest.

     The increase in partnership loss was directly related to the
write-down of the Company's investments in PRJV and Steadfast.

LIQUIDITY AND CAPITAL RESOURCES

     During the year ended December 31, 1996, cash, cash
equivalents and marketable securities increased by $804,000 from
$1,006,000 at December 31, 1995 to $1,810,000 at December 31,
1996.  The most significant sources of cash in 1996 were cash
provided by operations ($935,000), the collection of loans made
to others, including related parties, ($975,000), proceeds from
short term debt ($123,000) and cash from the disposition of
investments ($183,000).  The most significant uses of cash in
1996, consisted of payments on long-term debt ($842,000),
payments on short term debt ($129,000), loans made to others,
including related parties ($281,000) and cash paid for other
investments.

     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; to
fund the required payments due on the note to the RTC; to fund a
portion of the construction and carrying costs of The New Drying
Facility; to fund costs that may be incurred relating to the
toxic clean-up at Sam Hamburg Farm; and to fund general and
administrative expenses.  In addition, the Company may be
required to fund certain mortgage payments relating to the Solano
County Option if the current owner is unable to do so.

     The Company believes that sources of required liquidity will
be cash generated from the rice drying and storage facilities,
anticipated lot sales at The Fairways, collection of notes
receivable resulting from sales at The Fairways, collection of
rents at the White Ranch and/or the sale of the White Ranch if
such sale is consummated, Success Payments related to the venture
with MI, the collection of the Maddocks investment  which was
paid in February 1997, and the sale of the 57 lots in North Las
Vegas.  Based on known commitments, the Company believes that the
sources of cash described will be adequate to fund known
liquidity requirements.  However, if the sources of required
liquidity prove to be insufficient to cover the Company's primary
liquidity requirements, it will be necessary to sell some of the
Company's non-income producing assets.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The Consolidated Financial Statements and supplementary data
of Dunes Hotels and Casinos Inc. are located at pages F-1 to F-32
and are listed and included under Item 14, Exhibits, Financial
Statement Schedules and Reports on Form 8-K of Part IV hereof and
are incorporated herein by reference.


                             PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The By-laws of the Company provide that the number of
directors constituting the entire board shall be twelve. 
Directors are elected at each annual meeting of shareholders to
hold office until the next annual meeting and until a successor
has been elected and qualified.  The Company has not held an
annual meeting of stockholders since December 19, 1984.  Of the
nine directors elected at the December 19, 1984 annual meeting of
shareholders, three have resigned, and only two of such vacancies
thereby created have been filled.  As a result, the number of
directors currently serving is eight.

    Pursuant to a Securities and Exchange Commission consent
decree, the Company has been required to have an Audit Committee
of the Board of Directors (Audit Committee) since 1978, a
majority of which must be independent directors.

    Identified herein are all directors and executive officers
of the Company.  The information set forth as to each Director
and Executive Officer has been furnished by such person.

    John B. Anderson, 54, is and has been since May 1984, a
director, chairman of the board, and president of the Company. 
Anderson, through various subsidiaries, operates two
hotel/casinos in Nevada.  On March 10, 1992, BGC (an Anderson
Entity) filed a voluntary petition for relief under Chapter 11 of
the Bankruptcy Code in the United States Bankruptcy Court for the
District of Nevada.  On November 10, 1992, the United States
Bankruptcy Court confirmed and approved BGC's plan of
reorganization which became effective December 1, 1992.  On
December 20, 1994, the Chapter 11 case was closed.  On April 6,
1992, Maxim Development Co. (an Anderson Entity) filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court for the Eastern
District of California, which bankruptcy was subsequently
dismissed on March 12, 1993.

    Brent L. Bowen, 68, is and has been a director, officer and
member of the audit committee of the Company; and a director and
officer of certain of the Company's subsidiaries since December
1984.  Mr. Bowen was employed by Anderson Farms (an Anderson
Entity) from 1981 to 1995 as a business and financial analyst.
Mr. Bowen became an employee of MRI in 1995. Mr. Bowen has
experience in the hotel/casino, farming, real estate,
home-building, rice mill, commodities and banking industries.

    James H. Dale, 65, is and has been since January 1988, a
director of the Company.  Mr. Dale was elected Treasurer of the
Company in 1990.  From September 1986 to October 1991, Mr. Dale
was employed by Anderson Farms (an Anderson Entity) as Chief
Financial Officer.  Prior to 1986, he was a partner in Grant
Thornton, Certified Public Accountants.  Mr. Dale became an
employee of MRI in October 1991 when he was elected president of
MRI and its subsidiaries.

    Andrew Marincovich, 75, is and has been since August 1978, a
director and member of the Audit Committee of the Company.  He
is, and has been since July 1983, Chairman of the Audit
Committee.  He is President and Executive Officer of Marincovich
& Company, a certified public accounting firm in Rancho Palos
Verdes, California.  He is a Certified Public Accountant,
licensed to practice in California.

    Donald J. O'Leary, 66, was elected to the Company's Board of
Directors and appointed to the Company's Audit Committee on May
19, 1994.  Mr. O'Leary is an attorney and is a member of the
California, Virginia and District of Columbia Bars.  He is
currently in private practice in California.  Prior to entering
private practice, Mr. O'Leary was a trial attorney for the U.S.
Department of Justice and resident counsel for several large real
estate companies.

    Edward Pasquale, 53, is and has been a director and officer
of the Company since December 1984; and was a director and
officer of certain of the Company's subsidiaries from December
1984 until September 1988.  He is presently, and has been since
September 1983, self-employed as a financial consultant, with
emphasis in litigation support services, bankruptcy proceedings,
and corporate reorganization.  He is a Certified Public
Accountant, licensed to practice in the States of California and
Nevada.  Mr. Pasquale was elected to the Company's Audit
Committee on May 19, 1994.

    Wayne O. Pearson, 66, is and has been since August 1978, a
director and member of the Audit Committee of the Company.  From
March 1975 to May 1993, he was a marketing analyst for R&R
Advertising Agency, Las Vegas, Nevada; and since January 1970,
sole proprietor, Wayne Pearson  Consulting, Las Vegas, Nevada, a
business and public opinion research company.

    Erik J. Tallstrom, 49, is and has been a director of the
Company since December 1984.  Prior to 1985, he was self-employed
as a certified public accountant, and was a financial consultant
to Anderson.  Since November 1985, he has been a business partner
with Anderson in several real estate developments, including
Rancho Murieta in California.  Currently, Mr. Tallstrom acts as a
consultant to various real estate companies.

      There is no family relationship between any director or
executive officer of the Company.  No director holds a
directorship in any company with a class of securities registered
pursuant to Section 12 of the Exchange Act or subject to the
requirements of Section 15(d) of such Act or any company
registered as an investment company under the Investment Company
Act of 1940, as amended.

    Compliance with Section 16(a) of the Exchange Act.  Based
solely upon a review of the Commission's Forms 3 and 4 received
by the Company during the last fiscal year and upon written
representations solicited by the Company, no Officer, Director,
beneficial owner of more than 10% of any class of the Company's
equity securities or any other person subject to Section 16 of
the Exchange Act failed to file on a timely basis as disclosed in
the above forms, reports required by Section 16(a) of the
Exchange Act during the year ended December 31, 1996.

ITEM 11.  EXECUTIVE COMPENSATION

    The following table sets forth the annual compensation paid
to John B. Anderson, the Company's Chairman of the Board and
President, and to James H. Dale, the only executive officer of
the Company who received compensation in excess of $100,000 for
the year ended December 31, 1996.

                    SUMMARY COMPENSATION TABLE
                       ANNUAL COMPENSATION

        (a)      (b)      (c)       (d)       (e)            (i)  
                                           Other annual   All other
                                             compen-       compen-
Name and prin-                               sation        sation
cipal position  Year   Salary($) Bonus($)      ($)           ($)    

John B. 
Anderson,       1996    ---        ---          ---       $74,998   (1)
Chairman of     1995    ---        ---          ---       $64,278   (1)
the Board and   1994    ---        ---          ---       $73,134   (1)
President

James H. Dale,  1996   $110,000   $2,500        ---       $15,000   (2)
Treasurer       1995   $102,400  $20,000        ---       $15,000   (2)
                1994   $100,000   $1,800        ---       $15,000   (2)

    (1)   All other compensation to John B. Anderson, the
          Company's Chairman of the Board and President consists
          of the following for the years indicated:

          1996  Annual Directors fees                   $   15,000
                Payments of certain expenses
                on behalf of Mr. Anderson                   59,998
                                                         $  74,998


          1995  Annual Directors fees                   $   15,000
                Payments of certain expenses
                on behalf of Mr. Anderson                   49,278
                                                        $   64,278

          1994  Annual Directors fees                   $   15,000
                Payments of certain expenses
                on behalf of Mr. Anderson                   58,134
                                                        $   73,134

    (2)   All other compensation to James H. Dale, the Company's
          Treasurer, consists of annual directors fees in the
          amount of $15,000.

COMPENSATION OF DIRECTORS

    The Company pays each director an annual fee of $15,000
which until December 31, 1996, was paid quarterly.  At the
January 1997 Board of Directors meeting, the Directors voted to
pay directors fees monthly.  Directors fees due Mr. Anderson are
retained by the Company and applied against amounts due the
Company from entities owned or controlled by Mr. Anderson.  The
assignment of Mr. Anderson's directors fees will remain in effect
until changed by the Board of Directors.  In 1996, Directors fees
due Mr. Tallstrom were retained by the Company and applied
against amounts due the Company from entities owned or controlled
by Mr. Tallstrom.  In 1996, Directors fees due Mr. Marincovich
were retained by the Company and applied against amounts due the
Company from El Dorado Vineyards, Inc., a company wholly-owned by
Mr. Marincovich.   In January 1997, the Board of Directors agreed
to pay Mr. Marincovich's and Mr. Tallstrom's director fees
directly to them effective January 1, 1997. 

    Messrs. Marincovich, Pearson, Bowen, Pasquale and O'Leary
are all members of the Company's Audit Committee.  Audit
Committee members receive compensation of $1,000 per month plus a
travel allowance of $300 for each meeting attended.  For services
rendered as Audit Committee members during the fiscal year 1996,
Messrs. Marincovich, Pearson, Pasquale, O'Leary and Bowen were
paid $16,550, $12,300, $16,460, $13,500, and $12,000,
respectively.  Beginning January 1, 1997, the Company adopted the
policy of deferring $250 of each monthly directors fee and $200
of each monthly audit committee fee.

    The Company does not have a plan, pursuant to which cash or
non-cash compensation is paid or distributed, or is proposed to
be paid or distributed in the future.  The Company does not have
any pension or other benefit plans.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

    The table shown below (1) contains certain information with
respect to any person (including any "group" as that term is used
in Section 13(d)(3) of the Exchange Act), who are known to the
Company to be beneficial owners (as that term is defined in rules
and regulations of the Commission under the federal securities
laws) of more than 5% of the Company's common stock.  No person
is known to the Company to be the beneficial owner of more than
5% of the Company's Series B preferred stock.

                                                           Percent of
Name and Address of            Amount and Nature of       Common Stock
Beneficial Owner               Beneficial Ownership(1)     Outstanding

John B. Anderson(2)                  4,280,756                 67.2%
P.O. Box 1410
Davis, CA  95617

Federal Deposit Insurance            4,280,756                 67.2%
Corporation(2)
550-17th N.W.
Washington, D.C.

    The table shown below (1) contains certain information with
respect to the Company's common stock beneficially owned (as that
term is defined in rules and regulations of the Commission under
the federal securities laws) by all directors, and directors and
executive officers of the Company as a group.  No director or
executive officer of the Company is known to the Company to be
the beneficial owner of any of the Company's Series B preferred
stock.

NAME OF BENEFICIAL           AMOUNT AND NATURE OF     PERCENT OF COMMON
OWNER                        BENEFICIAL OWNERSHIP(1)  STOCK OUTSTANDING

John B. Anderson(2)                  4,280,756                 67.2%

Brent L. Bowen(3)                        2,000                     *

Andrew P. Marincovich(3)                   200                     *

All Directors and Officers
as a Group (3 Persons)               4,282,956                 67.2%
                                          
* Less than one percent

     (1)  In furnishing this information, the Company is relying
     upon the contents of statements filed with the Commission
     pursuant to Section 13(d) and Section 13(g) of the Exchange
     Act.

     (2)  Anderson, through various entities owned or controlled
     by him, claims beneficial ownership of, and shared voting
     and shared investment power with respect to the reported
     shares (the Anderson Shares). 

          Of the Anderson Shares, approximately 3,000,000 shares
     are pledged in favor of the FDIC.  On February 17, 1993,
     the Company received a copy of Securities and Exchange
     Commission Schedule 13D dated February 12, 1993 filed with
     the Commission on behalf of EurekaBank (Eureka).  The
     Eureka Schedule 13D reports that Eureka possesses "sole
     voting power" and "sole dispositive power" with respect to
     3,000,000 shares of the Company's common stock.  The Eureka
     Schedule 13D also reports that Eureka may be deemed to have
     acquired beneficial ownership of 4,367,643 shares of the
     Company's common stock which amounts to 68.5% of the class
     represented by said shares.  In July 1993, Eureka
     representatives advised the Nevada Gaming Control Board
     that the FDIC had assumed management and supervision of
     efforts to collect Mr. Anderson's obligation under a
     debtor-creditor agreement dated November 30, 1988, by and
     between John B. Anderson, Edith Anderson and Eureka Federal
     Savings and Loan Association.  On July 14, 1995, the FDIC
     filed an action in the United District Court for the
     District of Nevada against Anderson, Edith Anderson, CDC,
     J.A. Inc. and J.B.A. Investments, Inc.  The Company is not
     a party to the action. See "Item.3 - Legal Proceedings" for
     a detailed discussion of the Anderson Parties obligation to
     the FDIC and the litigation relating thereto.

          Of the Anderson Shares, approximately 1,280,000 shares
     are pledged in favor of the Company to secure indebtedness
     to the Company.  The balance of the Anderson Shares are
     pledged in favor of other creditors of Anderson.

          The transfer agent's records maintained for the Company
     show that Anderson or entities owned or controlled by him
     own 4,510,912 shares.  The difference between what the
     transfer agent's records show and the information provided
     to the Company by Anderson is 230,156 shares.  The
     difference consists of (i) 250,000 shares which were
     purchased by the Company in January 1992, (ii) 106,731
     shares purchased by BGC and (iii) 86,887 shares owned by
     CBC given in payment of legal fees owed by Mr. Anderson. 
     None of these transactions have been changed on the
     transfer agent's records. 

     (3)  Messrs. Marincovich and Bowen claim beneficial
     ownership of, and sole investment and sole voting powers
     with respect to the reported shares.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Anderson and Anderson Entities own approximately 67.2% of
the Company's common stock.  Refer to the Company's report on
Form 8-K dated February 12, 1993 regarding Securities and
Exchange Commission Schedule 13D filed on behalf of Eureka
wherein Eureka claims "sole voting" and "sole dispositive power"
with respect to 3,000,000 shares of the Company's common stock
and beneficial ownership of 4,367,643 shares of the Company's
common stock.  In July 1993, the FDIC succeeded to the position
of Eureka with respect to the Debtor-Creditor Agreement.

     As of December 31, 1996, BGC was indebted to MRI in the
principal amount of $2,129,400 plus accrued interest in the
amount of $167,000.  Refer to "Item 1. -- Business -- Certain
Loans" for a more detailed discussion of the BGC loan.

     On February 9, 1995, the Company purchased from BGC an
option, held by BGC, to purchase approximately 1,690 acres of
real property in Solano County, California.  The purchase price
was $1,043,000.  Refer to "Item 1.- Real Estate Segment - Solano
County Option."

     On June 12, 1996, the Company loaned Golden State Trust, an
Anderson Entity, $250,000.  The loan is presently in default.
Refer to "Item 1.-- Business - Certain Loans" for a more detailed
discussion of the Golden State Trust Loan.

     In February 1993, the Company loaned $500,000 to an entity
wholly-owned by Director Andrew Marincovich.  The Company did not
recover any of the loan amount, either directly or through the
non-recourse guarantee from Mr. Marincovich.  Refer to "Item 1.-
- Business - Certain Loans - Directors" for more detailed
discussion of the loan.

                             PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON  
          FORM 8-K

     (a)  The following documents are filed as part of this
     report.

     1.   Financial Statements.
                                                             PAGE

          Independent Auditors' Report                        F-1

          Dunes Hotels and Casinos Inc. and Subsidiaries
          Consolidated Financial Statements:

          Balance sheets as of December 31, 1996 and 1995     F-2

          Statements of income (loss), three years ended
          December 31, 1996, 1995 and 1994                    F-4

          Statements of shareholders' equity, three years
          ended December 31, 1996, 1995 and 1994              F-6

          Statements of cash flows, three years ended
          December 31, 1996, 1995 and 1994                    F-7

          Notes to Consolidated Financial Statements, three
          years ended December 31, 1996, 1995 and 1994        F-9

     2.   Financial Statement Schedules:

          Schedule II                                         S-1

          Schedule III                                        S-4

          Schedule IV                                         S-5

     3.   Exhibits.

          3.01  Restated Certificate of Incorporation of Dunes
                Hotels and Casinos Inc. dated June 17, 1982, is
                incorporated herein by reference to Dunes Hotels
                and Casinos Inc. Annual Report on Form 10-K
                (file no. 1-4385) for the year ended December
                31, 1994, Part IV, Item 14(a)(3), Exhibit 3.01.

          3.02  Certificate of Amendment of Restated Certificate
                of Incorporation of Dunes Hotels and Casinos
                Inc. dated December 19, 1984, is incorporated
                herein by reference to Dunes Hotels and Casinos
                Inc. Annual Report on Form 10-K (file no. 1-4385) 
                for the year ended December 31, 1994, Part
                IV, Item 14(a)(3), Exhibit 3.02.

          3.03  Revised By-laws of Dunes Hotels and Casinos Inc.
                dated December 1984, is incorporated herein by
                reference to Dunes Hotels and Casinos Inc.
                Annual Report on Form 10-K (file no. 1-4385) for
                the year ended December 31, 1994, Part IV, Item
                14(a)(3), Exhibit 3.03.

          4.01  Specimen Certificate for the Common Stock of
                Dunes Hotels and Casinos Inc., is incorporated
                herein by reference to Dunes Hotels and Casinos
                Inc. Annual Report on Form 10-K (file no. 1-4385) 
                for the year ended December 31, 1994, Part
                IV, Item 14(a)(3), Exhibit 4.01.

          4.02  Specimen Certificate for the Preferred Stock of
                Dunes Hotels and Casinos Inc., is incorporated
                herein by reference to Dunes Hotels and Casinos
                Inc. Annual Report on Form 10-K (file no. 1-4385) 
                for the year ended December 31, 1994, Part
                IV, Item 14(a)(3), Exhibit 4.02.

          10.02 Agreement dated November 21, 1989 by and between
                CCC Nevada Inc. (formerly Continental Connector
                Corporation), and Continental Industries, Inc.; 
                Promissory Note dated November 20, 1984, in the
                principal amount of $3,000,000 made by
                Continental Industries, Inc. to Continental
                Connector Corporation; Allonge to Promissory
                Note, dated November 20, 1989, in the original
                principal amount of $3,000,000 made by
                Continental Industries, Inc. to Continental
                Connector Corporation; Security Agreement dated
                as of November 20, 1984 by and between
                Continental Industries, Inc. and Continental
                Connector Corporation; and Continuing Guaranty
                dated April 2, 1985, by Morris Blinder and Meyer
                Blinder in favor of Continental Connector
                Corporation, are incorporated herein by
                reference to Dunes Hotels and Casinos Inc.
                Annual Report on Form 10-K (file no. 1-4385) for
                the year ended December 31, 1994, Part IV, Item
                14(a)(3), Exhibit 10.02.

          10.04 Settlement Agreement dated June 28, 1988, by and
                between San Antonio Savings Association and
                Dunes Hotels and Casinos Inc.; First Amendment
                to Settlement Agreement dated December 5, 1989,
                by and between San Antonio Savings Association,
                F.A. (assignee of San Antonio Savings
                Association) and Dunes Hotels and Casinos Inc.,
                is incorporated herein by reference to Dunes
                Hotels and Casinos Inc. Annual Report on Form
                10-K (file no. 1-4385) for the year ended
                December 31, 1994, Part IV, Item 14(a)(3),
                Exhibit 10.04.  Settlement Release and Loan
                Modification Agreement dated October 24, 1995,
                by and among the Resolution Trust Corporation,
                Dunes Hotels and Casinos Inc., Continental
                California Corporation, M & R Investment
                Company, Inc. and SHF Acquisition Corporation,
                is incorporated herein by reference to Dunes
                Hotels and Casinos Inc. Quarterly Report on Form
                10-Q for the nine months ended September 30,
                1995, Item 6, Exhibit 10.01.  Order Granting
                Joint Motion to Dismiss Bankruptcy Case and
                Adversary Proceeding, dismissing bankruptcy case
                of Continental California Corporation, is
                incorporated herein by reference to Dunes Hotels
                and Casinos Inc. Current Report on Form 8-K
                dated November 22, 1995, Item 7(c), Exhibit
                99.01.

          10.05 Stipulation and Order for Dismissal with
                Prejudice filed in the United States Bankruptcy
                Court, District of Nevada, Case No. BK-S-92-20989 
                (RCJ) executed by The Valley National Bank
                of Arizona, EurekaBank, M&R Investment Company,
                Inc. and Baby Grand Corp.; Compromise Agreement
                dated November 9, 1992, by and among Maxim
                Development, The Valley National Bank of Arizona
                and Redwood Bank; Settlement Agreement and
                Mutual Release dated November 2, 1992, by and
                among EurekaBank, The Valley National Bank of
                Arizona, M&R Investment Company, Inc. and Baby
                Grand Corp.; Addendum to Settlement Agreement
                and Mutual Release dated November 2, 1992, by
                and among EurekaBank, The Valley National Bank
                of Arizona, M&R Investment Company, Inc., and
                Baby Grand Corp.; Stipulation for Dismissal of
                Appeal with Prejudice filed in the United States
                District Court, District of Nevada, Case No. 
                CV-S-92-675-LVG (RCH) dated November 2, 1992 and
                executed by The Valley National Bank of Arizona,
                Baby Grand Corp., M&R Investment Company, Inc.
                and the official Unsecured Creditors' Committee;
                Promissory Note dated November 2, 1992, in the
                principal amount of $2,650,000  made by Baby
                Grand Corp. to M&R Investment Company, Inc.;
                Amended and Restated Pledge Agreement dated
                November 2, 1992, by and between Baby Grand
                Corp. and M&R Investment Company, Inc.; and
                Release of Assignment of Leases, Rents and
                Revenues dated November 2, 1992, by M&R
                Investment Company, Inc., are incorporated
                herein by reference to Dunes Hotels and Casinos
                Inc. Annual Report on Form 10-K (file no. 1-4385) 
                for the  year ended December 31, 1992,
                Part IV, Item 14(a)(3), Exhibit 10.05.  Second
                Settlement and Forbearance Agreement dated
                February 9, 1995, by and among Baby Grand Corp.,
                M & R Investment Company, Inc. and Bank One,
                Arizona, NA.; and Purchase Agreement (including
                Option Agreement) dated February 9, 1995, by and
                between Baby Grand Corp. and M & R Investment
                Company, Inc., are incorporated herein by
                reference to Dunes Hotels and Casinos Inc.
                Current Report on Form 8-K (file no. 1-4385)
                dated February 9, 1995, Item 7, Exhibit Nos.
                10.01 and 10.02.

          10.06 Straight Note dated August 28, 1990, in the
                principal amount of $486,000 made by Rancho
                Murieta Properties, Inc. to SHF Acquisition
                Corporation; and Deed of Trust with Assignment
                of Rents (Short Form) dated August 28, 1990, by
                and between Rancho Murieta Properties, Inc.,
                First American Title Insurance Company and SHF
                Acquisition Corporation, securing $486,000
                Straight Note,  are incorporated herein by
                reference to Dunes Hotels and Casinos Inc.
                Annual Report on Form 10-K (file no. 1-4385) for
                the year ended December 31, 1990, Part IV, Item
                14(a)(3), Exhibit 10.07.  Second Extension
                Agreement dated September 30, 1993, by and
                between SHF Acquisition Corporation and Rancho
                Murieta Properties, Inc.; Pre-workout Letter
                Agreement dated November 9, 1993, by and between
                SHF Acquisition Corporation and Rancho Murieta
                Properties, Inc.; Assignment of Membership
                Proceeds dated September 30, 1993, by and among
                SHF Acquisition Corporation, Rancho Murieta
                Properties, Inc. and M & R Investment Company,
                Inc.; and UCC-1 Financing Statement dated
                November 29, 1993, by Rancho Murieta Properties,
                Inc. in favor of SHF Acquisition Corporation and
                M & R Investment Company, Inc., are incorporated
                herein by reference to Dunes Hotels and Casinos
                Inc. Annual Report on Form 10-K (file no. 1-4385) 
                for the year ended December 31, 1993, Part
                IV, Item 14(a)(3), Exhibit 10.10.

          10.09 Promissory Note dated May 31, 1990, in the
                principal amount of $1,100,000, made by Yolo Oil
                and Gas, Inc. to SHF Acquisition Corporation;
                Guaranty of Payment and Performance dated May
                29, 1990, by 500 First Street, a California
                general partnership, Kent N. Calfee, William
                Maddocks and Kenneth Wallace in favor of SHF
                Acquisition Corporation; Deed of Trust and
                Security Agreement dated May 31, 1990, by and
                among Yolo Oil and Gas, Inc.,  Chicago Title
                Insurance Company and SHF Acquisition
                Corporation; Deed of Trust and Security
                Agreement dated May 29, 1990, by and among 500
                First Street, Wildlife Artisan, Inc., Chicago
                Title Insurance Company and SHF Acquisition
                Corporation; Assignment of Rents and Leases
                dated May 31, 1990, by and between Wildlife
                Artisan, Inc. and 500 First Street, for the
                benefit of SHF Acquisition Corporation;
                Environmental Indemnity Agreement dated May 31,
                1990, by Yolo Oil & Gas, Inc., 500 First Street,
                Kent N. Calfee, William Maddocks and Kenneth
                Wallace in favor of SHF Acquisition Corporation;
                Loan Agreement dated May 25, 1990, by and among
                Yolo Oil & Gas, Inc., SHF Acquisition
                Corporation, 500 First Street, and William
                Maddocks; Lender's Escrow Instructions dated May
                31, 1990, by Yolo Oil & Gas, Inc., Chicago Title
                Insurance Company and SHF Acquisition
                Corporation; Deed of Trust and Security
                Agreement dated May 29, 1990, by 500 First
                Street, Wildlife Artisan, Inc., Chicago Title
                Insurance Company and SHF Acquisition
                Corporation; and Assignment of Rents and Leases
                dated May 31, 1990, by Wildlife Artisan, Inc.,
                500 First Street, and SHF Acquisition
                Corporation, are incorporated herein by
                reference to Dunes Hotels and Casinos Inc.
                Annual Report on Form 10-K (file no. 1-4385) for
                the year ended December 31, 1990, Part IV, Item
                14(a)(3), Exhibit 10.11.

          10.10 Letter Agreement dated July 21, 1991, by and
                among Calfee & Young (on behalf of M & R
                Investment Company, Inc.), Rancho Murieta
                Properties, Inc. and CBC Builders, Inc.;
                Promissory Note in the principal amount of
                $955,500 made by Rancho Murieta Properties, Inc.
                and CBC Builders, Inc. to M&R Investment
                Company, Inc.; Deed of Trust with Assignment of
                Rents dated July 22, 1991, by CBC Builders, Inc.
                in favor of M&R Investment Company, Inc.; Deed
                of Trust dated July 22, 1991 by CBC Builders,
                Inc. in favor of M&R Investment Company, Inc.;
                Collateral Assignment of Partnership Interest
                dated July 22, 1991, by Erik J. Tallstrom in
                favor of M&R Investment Company, Inc.;
                Assignment of Director's Fees dated July 22,
                1991, by and between CBC Builders, Inc. and M&R
                Investment Company, Inc.; Memorandum of Option
                to Purchase dated July 22, 1991, by and between
                CBC Builders, Inc. and M&R Investment Company,
                Inc.; and Personal Guaranty dated July 22, 1991,
                by Erik J. Tallstrom, are incorporated by
                reference to Dunes Hotels and Casinos Inc.
                Annual Report on Form 10-K (file no 1-4385) for
                the year ended December 31, 1991, Part IV, Item
                14(a)(3), Exhibit 10.12.  Extension Agreement
                dated September 30, 1993, by and among M & R
                Investment Company, Inc., Rancho Murieta
                Properties, Inc. and CBC Builders, Inc.; 
                Pre-workout Letter Agreement dated November 9, 1993,
                by and among M & R Investment Company, Inc.,
                Rancho Murieta Properties, Inc. and CBC
                Builders, Inc.; Extension of Option Agreement
                dated September 30, 1993, by and between M&R
                Investment Company, Inc. and CBC Builders, Inc,
                are incorporated herein by reference to Dunes
                Hotels and Casinos Inc. Annual Report on Form
                10-K (file no. 1-4385) for the year ended
                December 31, 1993, Part IV, Item 14(a)(3),
                Exhibit 10.10.

          10.14 Corporation Deed of Trust with Assignment of
                Rents dated March 23, 1993, by and among Andrew
                P. Marincovich and Matilda C. Marincovich, First
                American Title Insurance Company and M&R
                Investment Company, Inc.; Promissory Note dated
                July 22, 1992, in the principal amount of
                $500,000 made by El Dorado Vineyards, Inc. to
                M&R Investment Company, Inc.; Business Loan
                Agreement by and among M&R Investment Company,
                Inc., El Dorado Vineyards, Inc. and Andrew P.
                Marincovich; Security Agreement by El Dorado
                Vineyards, Inc. in favor of  M&R Investment
                Company, Inc.; Personal Guaranty dated April 7,
                1993, by Andrew P. Marincovich in favor of M&R
                Investment Company, Inc., are incorporated
                herein by reference to Dunes Hotels and Casinos
                Inc. Annual Report on Form 10-K (file no. 1-4385) 
                for the year ended December 31, 1992, Part
                IV, Item 14(a)(3), Exhibit 10.14.  Promissory
                Note in the principal amount of $500,000, made
                by El Dorado Vineyards, Inc. to M&R Investment
                Company, Inc.; Promissory Note in the principal
                amount of $8,800 made by El Dorado Vineyards,
                Inc. to M&R Investment Company, Inc.; Promissory
                Note in the principal amount of $3,945.21 made
                by El Dorado Vineyards, Inc. to M&R Investment
                Company, Inc.; Promissory Note in the principal
                amount of $39,591.29 made by El Dorado
                Vineyards, Inc. to M&R Investment Company, Inc.;
                Business Loan Agreement by and among M&R
                Investment Company, Inc., El Dorado Vineyards,
                Inc. and Andrew P. Marincovich; Personal
                Guaranty by Andrew P. Marincovich  in favor of
                M&R Investment Company, Inc.; and Security
                Agreement by El Dorado Vineyards, Inc. in favor
                of M&R Investment Company, Inc., are
                incorporated herein by reference to Dunes Hotels
                and Casinos Inc. Annual Report on Form 10-K
                (file no. 1-4385) for the year ended December
                31, 1993, Part IV, Item 14(a)(3), Exhibit 10.14. 
                Loan Modification Agreement dated July 15, 1994,
                by and among El Dorado Vineyards, Inc., Andrew
                P. Marincovich and M&R Investment Company, Inc.;
                Durable Special Power of Attorney dated July 21,
                1994 by Andrew P. Marincovich; Promissory Note
                dated July 15, 1994, in the principal amount of
                $500,000 made by El Dorado Vineyards, Inc. to
                M&R Investment Company, Inc.; Promissory Note
                dated July 15, 1994, in the principal amount of
                $39,591.32 made by El Dorado Vineyards, Inc. to
                M&R Investment Company, Inc.; Promissory Note
                dated July 15, 1994, in the principal amount of
                $3,945.21 made by El Dorado Vineyards, Inc. to
                M&R Investment Company, Inc.; Promissory Note
                dated July 15, 1994, in the principal amount of
                $8,800.00 by El Dorado Vineyards, Inc. to M&R
                Investment Company, Inc.; Promissory Note dated
                July 15, 1994, in the principal amount of
                $12,184.86 made by El Dorado Vineyards, Inc. to
                M&R Investment Company, Inc.; and Promissory
                Note dated July 19, 1994, in the principal
                amount of $153,428.94 by El Dorado Vineyards,
                Inc. to M&R Investment Company, Inc., are
                incorporated herein by reference to Dunes Hotels
                and Casinos Inc. Quarterly Report on Form 10-Q
                (file no. 1-4385) for the six months ended June
                30, 1994, Item 6, Exhibit 10.01.  Note
                Modification Agreement (with Exhibits A through
                F) dated January 5, 1995, by and among El Dorado
                Vineyards, Inc., Andrew P. Marincovich and M&R
                Investment Company, Inc., is incorporated herein
                by reference to Dunes Hotels and Casinos Inc.
                Annual Report on Form 10-K (file no. 1-4385) for
                the year ended December 31, 1994, Part IV, Item
                14(a)(3), Exhibit 10.14.

          10.16 Parks Development Agreement dated February 20,
                1991, by and among the Rancho Murieta
                Association, the Rancho Murieta Community
                Services District, Rancho Murieta Properties,
                Inc., CBC Builders, Inc. and SHF Acquisition
                Corporation, is incorporated herein by reference
                to Dunes Hotels and Casinos Inc. Annual Report
                on Form 10-K (file no. 1-4385) for the year
                ended December 31, 1993, Part IV, Item 14(a)(3),
                Exhibit 10.16.  Settlement Agreement Regarding
                Payment of Park Fees (not dated) by and among
                Rancho Murieta Association, SHF Acquisition
                Corporation, CBC Builders, Inc., Rancho Murieta
                Properties, Inc. and Rancho Murieta Community
                Services District of Sacramento County, is
                incorporated herein by reference to Dunes Hotels
                and Casinos Inc. Annual Report on Form 10-K
                (file no. 1-4385) for the year ended December
                31, 1994, Part IV, Item 14(a)(3), Exhibit 10.16.

          10.17 Inter-Creditor Agreement dated September 30,
                1993, by and among SHF Acquisition Corporation,
                M & R Investment Company, Inc. and Calfee &
                Young, is incorporated herein by reference to
                Dunes Hotels and Casinos Inc. Annual Report on
                Form 10-K (file no. 1-4385) for the year ended
                December 31, 1993, Part IV, Item 14(a)(3),
                Exhibit 10.17.

          10.18 Commercial Premises Lease dated July 1, 1993, by
                and between California Dehydrating Company and
                SHF Acquisition Corporation, is incorporated
                herein by reference to Dunes Hotels and Casinos
                Inc. Annual Report on Form 10-K (file no. 1-4385) 
                for the year ended December 31, 1993, Part
                IV, Item 14(a)(3), Exhibit 10.18.

          10.19 Renewal Promissory Note secured by Security
                Agreement Modification Agreement dated June
                1989, by and between Eureka Federal Savings and
                Loan Association and Andco Development Group,
                Inc.; Security Agreement-Pledge dated June 1989,
                by and between Rancho Murieta Properties, Inc.
                and Eureka Federal Savings and Loan Association;
                Agreement to Modify Promissory Note dated June
                1989, by and among Eureka Federal Savings and
                Loan Association, Andco Development Group, Inc.,
                Andco Land and Development Company, Inc.  and
                CBC Builders, Inc.; Extension Agreement dated
                February 1, 1990, by and among  Eureka Federal
                Savings and Loan Association, Andco Development
                Group, Inc., Andco Land and Development Company,
                Inc., Rancho Murieta Properties, Inc., Erik J.
                Tallstrom and John B. Anderson; Guaranty dated
                October 1, 1987, by John B. Anderson in favor of
                Eureka Federal Savings and Loan Association;
                Guaranty dated October 1, 1987, by Erik J.
                Tallstrom in favor of Eureka Federal Savings and
                Loan Association; Guaranty dated October 1,
                1987, by Rancho Murieta Properties, Inc. in
                favor of Eureka Federal Savings and Loan
                Association; Amendment No. 1 to Guaranty dated
                June 1989, by and between John B. Anderson and
                Eureka Federal Savings and Loan Association;
                Amendment No. 1 to Guaranty dated June 1989, by
                and between Erik J. Tallstrom and Eureka Federal
                Savings and Loan Association; Amendment No. 1 to
                Guaranty dated June 1989, by and between Rancho
                Murieta Properties, Inc.  and Eureka Federal
                Savings and Loan Association; Corporation Deed
                of Trust with Assignment of Rents dated June
                1989, by and between Rancho Murieta Properties,
                Inc. and Eureka Federal Savings and Loan
                Association; Agreement for Purchase and Sale of
                Promissory Note dated November 24, 1993, by and
                between Realecon, Inc. and M&R Investment
                Company, Inc.; Assignment of Promissory Note
                dated November 24, 1993, by and  between
                Realecon, Inc. and M&R Investment Company, Inc.;
                Assignment and Assumption Agreement of Security
                Agreement and Guaranties dated November 24,
                1993, between Realecon, Inc. and M&R Investment
                Company, Inc.; Secured Promissory Note dated
                November 24, 1993, in the principal amount of
                $125,000 by M&R Investment Company, Inc. to
                Realecon, Inc.; Assignment of Deed of Trust with
                Request for Special Notice dated November 24,
                1993, by Realecon, Inc. in favor of M&R
                Investment Company, Inc.; and Corporation Deed
                of Trust with Assignment of Rents dated November
                24, 1993, by SHF Acquisition Corporation in
                favor of Realecon, Inc, are incorporated herein
                by reference to Dunes Hotels and Casinos Inc.
                Annual Report on Form 10-K (file no. 1-4385) for
                the year ended December 31, 1993, Part IV, Item
                14(a)(3), Exhibit 10.19.

          10.20 Pine Ridge Joint Venture Agreement dated June
                1993, by and between AJD and M & R Investment
                Company, Inc., is incorporated herein by
                reference to Dunes Hotels and Casinos Inc.
                Annual Report on Form 10-K (file no. 1-4385) for
                the year ended December 31, 1993, Part IV, Item
                14(a)(3), Exhibit 10.20.  Pine Ridge Joint
                Venture -- Joint Venture Meeting-- November 10,
                1994, discussing additional capital requirements
                for the continuing operations of Pine Ridge
                Joint Venture and equity increases to M&R
                Investment Company, Inc. related thereto, is
                incorporated herein by reference to Dunes Hotels
                and Casinos Inc. Annual Report on Form 10-K
                (file no. 1-4385) for the year ended December
                31, 1994, Part IV, Item 14(a)(3), Exhibit 10.20.

          10.21 Letter dated March 28, 1994 from M&R Investment
                Company, Inc. to Michael Shipsey and Tri-Star
                International Development regarding purchase of
                a 25% interest of Tri-Star International
                Development's  50% interest in Arroyo Grande
                Joint Venture Agreement of distributable cash;
                and Letter dated July 29, 1994 from Dennis L.
                Kennedy of Lionel Sawyer & Collins to Tri-Star
                International Development regarding termination
                of Tri-Star International Development's interest
                in the Arroyo Grande Joint Venture, are
                incorporated herein by reference to Dunes Hotels
                and Casinos Inc. Annual Report on Form 10-K
                (file no. 1-4385) for the year ended December
                31, 1994, Part IV, Item 14(a)(3), Exhibit 10.21.

          10.22 Agreement dated January 1, 1996, by and between
                California Dehydrating Company, Inc. and SHF
                Acquisition Corporation regarding use of the
                California Dehydrating name and a Covenant Not
                to Compete is incorporated herein by reference
                to Dunes Hotels and Casinos Inc. Annual Report
                on Form 10-K (file no. 1-4385) for the year
                ended December 31, 1995, Part IV, Item 14(a)(3),
                Exhibit 10.22.

          10.23 Commercial Premises Lease dated March 1, 1995,
                by and between Pheasant Investment Corporation
                and SHF Acquisition Corporation regarding the
                lease of the rice drying facility in West
                Sacramento, California is incorporated herein by
                reference to Dunes Hotels and Casinos Inc.
                Annual Report on Form 10-K (file no. 1-4385) for
                the year ended December 31, 1995, Part IV, Item
                14(a)(3), Exhibit 10.23.

          10.24 Reimbursement Agreement dated September 20,
                1995, by and between Rancho Murieta Community
                Services District and SHF Acquisition
                Corporation regarding the amount of the
                reimbursement due SHF for excess work done at
                The Fairways at Rancho Murieta that will benefit
                other properties within the boundaries of Rancho
                Murieta is incorporated herein by reference to
                Dunes Hotels and Casinos Inc. Annual Report on
                Form 10-K (file no. 1-4385) for the year ended
                December 31, 1995, Part IV, Item 14(a)(3),
                Exhibit 10.24.

          10.25 Assignment of promissory note in the original
                principal amount of $57,000 made by James P.
                Parks and Dale A. Parks in favor of SHF
                Acquisition Corporation; Promissory Note dated
                February 13, 1995, made by James P. Parks and
                Dale A. Parks in favor of SHF Corporation; Deed
                of Trust dated February 13, 1995, made by James
                P. Parks and Dale A. Parks is incorporated
                herein by reference to Dunes Hotels and Casinos
                Inc. Annual Report on Form 10-K (file no. 1-4385) 
                for the year ended December 31, 1995, Part
                IV, Item 14(a)(3), Exhibit 10.25.

          10.26 Assignment of promissory note in the original
                principal amount of $70,000 made by Chandler T.
                Martin and Debra L. Martin in favor of SHF
                Acquisition Corporation; Promissory Note dated
                March 2, 1992, made by Chandler T. Martin and
                Debra L. Martin in favor of SHF Acquisition
                Corporation; Letter dated April 6, 1994,
                extending the due date of the note to March 10,
                1998; Deed of Trust dated March 2, 1992, made by
                Chandler T. Martin and Debra L. Martin is
                incorporated herein by reference to Dunes Hotels
                and Casinos Inc. Annual Report on Form 10-K
                (file no. 1-4385) for the year ended December
                31, 1995, Part IV, Item 14(a)(3), Exhibit 10.26.

          10.27 Assignment of promissory note in the original
                principal amount of $164,160 made by
                Consolidated Kapital, Inc. in favor of SHF
                Acquisition Corporation; Promissory Note dated
                January 24, 1992, made by Consolidated Kapital,
                Inc in favor of SHF Acquisition Corporation;
                Deed of Trust dated January 24, 1992, made by
                Consolidated Kapital, Inc. is incorporated
                herein by reference to Dunes Hotels and Casinos
                Inc. Annual Report on Form 10-K (file no. 1-4385) 
                for the year ended December 31, 1995, Part
                IV, Item 14(a)(3), Exhibit 10.27.

          10.28 Assignment of promissory note in the original
                principal amount of $85,360 made by William A.
                Brown in favor of SHF Acquisition Corporation;
                Promissory Note dated April 6, 1995, made by
                William A. Brown in favor of SHF Acquisition
                Corporation; Deed of Trust dated April 6, 1995,
                made by William A. Brown is incorporated herein
                by reference to Dunes Hotels and Casinos Inc.
                Annual Report on Form 10-K (file no. 1-4385) for
                the year ended December 31, 1995, Part IV, Item
                14(a)(3), Exhibit 10.28.

          10.29 Assignment of promissory note in the original
                principal amount of $76,000 made by John P.
                Xepoleas and Monterey A. Xepoleas in favor of
                SHF Acquisition Corporation; Promissory Note
                dated March 10, 1995, made by John P. Xepoleas
                and Monterey A. Xepoleas in favor of SHF
                Acquisition Corporation; Deed of Trust dated
                March 10, 1995, made by John P. Xepoleas and
                Monterey A. Xepoleas is incorporated herein by
                reference to Dunes Hotels and Casinos Inc.
                Annual Report on Form 10-K (file no. 1-4385) for
                the year ended December 31, 1995, Part IV, Item
                14(a)(3), Exhibit 10.29.

          10.30 Assignment of promissory note in the original
                principal amount of $193,800 made by T. E. Duerr
                and P. A. Duerr, Trustees of the Duerr Family
                Revocable Trust dated October 14, 1987, in favor
                of SHF Acquisition Corporation; Promissory Note
                dated July 22, 1992, made by T.E. Duerr and P.
                A. Duerr, Trustees of the Duerr Family Revocable
                Trust in favor of SHF Acquisition Corporation;
                Deed of Trust dated July 22, 1992, made by T.E.
                Duerr and P. A. Duerr, Trustees of the Duerr
                Family Revocable Trust is incorporated herein by
                reference to Dunes Hotels and Casinos Inc.
                Annual Report on Form 10-K (file no. 1-4385) for
                the year ended December 31, 1995, Part IV, Item
                14(a)(3), Exhibit 10.30.

          10.31 Assignment of promissory note in the original
                principal amount of $79,000 made by Raymond L.
                James and Cheryle James in favor of SHF
                Acquisition Corporation; Promissory Note dated
                December 7, 1994, made by Raymond L. James and
                Cheryle James in favor of SHF Acquisition
                Corporation; Deed of Trust dated December 7,
                1994, made by Raymond L. James and Cheryle James
                is incorporated herein by reference to Dunes
                Hotels and Casinos Inc. Annual Report on Form
                10-K (file no. 1-4385) for the year ended
                December 31, 1995, Part IV, Item 14(a)(3),
                Exhibit 10.31.

          10.32 Installment Note dated January 17, 1996, made by
                Mukhtar Ahmad and Nazra P. Ahmad in favor of
                Willows Ranch Group, consisting of SHF
                Acquisition Corporation and 500 First Street
                wherein SHF Acquisition Corporation has a 91.90%
                interest is incorporated herein by reference to
                Dunes Hotels and Casinos Inc. Annual Report on
                Form 10-K (file no. 1-4385) for the year ended
                December 31, 1995, Part IV, Item 14(a)(3),
                Exhibit 10.32.

          10.33 Purchase and Option Agreement by and between SHF
                Acquisition Corporation and West Coast
                Properties, LLC, undated, regarding the sale of
                20 lots and an option to purchase an additional
                20 lots at The Fairways is incorporated herein
                by Dunes Hotels and Casinos Inc. Quarterly
                Report on Form 10-Q for the quarter ended March
                31, 1996, Part II, Item 6, Exhibit 10.01.

          10.34 Letter dated July 12, 1996 from Murieta
                Investors regarding Amended Purchase Agreement
                is incorporated herein by reference to Dunes
                Hotels and Casinos Inc. Quarterly Report on Form
                10-Q for the quarter ended June 30, 1996, Part
                II, Item 6, Exhibit 10.01

          10.35 Promissory note dated June 12,1996, between
                Golden State Trust and M & R Investment Company,
                Inc.;  Assignment of Rights to Payments, Consent
                to Assignment between Baby Grand Corp. and M & R
                Investment Company, Inc.;  Loan Agreement and
                Assignment between M & R Investment Company Inc.
                and Golden State Trust is incorporated herein by
                reference to Dunes Hotels and Casinos Inc.
                Quarterly Report on Form 10-Q for the quarter
                ended June 30,1996, Part II, Item 6, Exhibit
                10.02.

          10.36 Real Estate Option Agreement dated September 27,
                1996, wherein M&R Investment Company, Inc.
                granted an Option to MARCOR PARTNERSHIP, a 
                general partnership, an Option to acquire M&R
                Investment Company, Inc's 66.667% interest in
                2.16 acres of industrial property in Las Vegas,
                Nevada;  Memorandum Of Option for the purpose of
                recordation.

          10.37 Purchase Agreement dated February 27, 1997 by
                and between Dana C. Hair ("Buyer") and Southlake
                Acquisition Corporation, a Nevada Corporation,
                and Jim Joseph, as Trustee of The Joseph
                Revocable Trust, each as to an undivided 1/2
                interest wherein Buyer agrees to buy the
                property, more commonly known as The White Ranch
                for $6,000,000;  Exhibit "A" to purchase
                agreement, Legal description of the property; 
                Exhibit "B", there are no items in Exhibit B; 
                Exhibit "C", there are no items in Exhibit "C"; 
                Exhibit "D", (i) Copy of a Field Tenant Lease
                dated January 5, 1997, between Southlake
                Acquisition Corporation and Phoenix Farming
                Company (ii) Copy of a Field Tenant Lease dated
                January 5, 1997, between Southlake Acquisition
                Corporation and Four B's Farms (iii) Copy of an
                Agricultural Lease dated September 8, 1992, and
                its amendment dated November 29, 1995 between
                Southlake Acquisition Corporation and J.G.
                Boswell Company (iv) Copy of a letter dated
                February 14, 1997, from Brent Bowen, Vice
                President, Southlake Acquisition Corporation to
                J. W. Boswell, President, J.G. Boswell Company
                (v) Copy of a Field Tenant Lease dated February
                20, 1997, between Southlake Acquisition
                Corporation and W.William Blanken dba HWB 
                Farms.;  Exhibit "E", there are no items in
                Exhibit "E";  Exhibit "F", (i) Copy of the
                Angiola Water District Restated Water
                Distribution Agreement (ii) Copy of a Fax
                Transmittal dated February 12, 1997, from Kevin
                Johansen, Angiola Water District, to Brent
                Bowen, Southlake Acquisition Corporation,
                describing portions of "the Property" lying
                within the boundaries of the Tulare Lake Basin
                Water Storage District and the Tulare Lake
                Drainage District, (iii) Copy of the Short Term
                State Water Contract between Tulare Lake Basin
                Water Storage District and Southlake Acquisition
                Corp. for the period January 1, 1997 through
                December 31, 1998, (iv)  Copy of the Ninth
                Amended Rules and Regulations Governing the
                Transmission of Water Under the Water Supply
                Contract Between the State of California,
                Department of Water Resources and the Tulare
                Lake Basin Water Storage District;  Exhibit "G",
                there are no items in Exhibit "G".

          10.38 Agreement For The Purchase and Sale of Real
                Property dated February 21,1997, wherein SHF
                Acquisition Corporation agrees to sell to
                Celebrate, LLC, and/or assignee, a parcel of
                vacant land consisting of approximately .82
                acres described as a portion of the W2, SW4,
                Se4NW4 of Section 33, Township 195 and Range
                61E, M.D.M.  The Property is further described
                as Arroyo Grande Unit 3 consisting of 4 lots.

          10.39 Agreement For The Purchase and Sale of Real
                Property dated February 21,1997, wherein SHF
                Acquisition Corporation agrees to sell to
                Celebrate, LLC, and/or assignee, a parcel of
                vacant land consisting of approximately 11 gross
                acres described as a portion of the SW4, NW4 of
                Section 33, Township 195 and Range 61E, M.D.M. 
                The property is further described as Arroyo
                Grande Unit 2A and 2B consisting of 53 lots.

          10.40 Purchase and Option Agreement by and between SHF
                Acquisition Corporation and Murieta Investors,
                LLC, dated October 7, 1996, wherein SHF
                Acquisition Corporation sold 6 lots at The
                Fairways to Murieta Investors, LLC, and granted
                an option to Murieta Investors, LLC, to acquire
                34 additional lots at The Fairways under terms
                and conditions described in the Purchase and
                Option Agreement.                      

          21.01 Subsidiaries of Registrant.

          27.01 Financial Data Schedule

     (b)  Reports on Form 8-K

          8K.01 August 27, 1996.  This report on Form 8-K, Item
                5, reported the entry of the Consent Judgment
                and the appointment of a receiver over the
                assets of Mr. Anderson and the Anderson Parties.

          8K.02 February 4, 1997.  This report on Form 8-K, Item
                5, reported the termination of the receivership,
                the discharge of the receiver and the
                appointment of a special liquidating master to
                sell the assets of the Anderson Parties that
                serve as collateral  for the obligation due the
                FDIC.

                            SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.     DUNES HOTELS AND CASINOS INC.


By  /s/ John B. Anderson          By  /s/ James H. Dale
   John B. Anderson                  James H. Dale
   Chairman of the Board             Treasurer (Principal
   and President                     Accounting and Financial
   (Principal Executive Officer)     Officer)

Dated  March 27, 1996 

   Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the date indicated.

Signature              Title                      Date  

/s/ John B. Anderson
John B. Anderson       Chairman of the Board
                       and President             March 27, 1997

/s/ Brent L. Bowen
Brent L. Bowen         Director                  March 27, 1997

/s/ James H. Dale
James H. Dale          Director                  March 27, 1997

/s/ Andrew P. Marincovich
Andrew P. Marincovich  Director                  March 27, 1997

/s/ Donald J. O'Leary
Donald J. O'Leary      Director                  March 27, 1997

/s/ Edward Pasquale
Edward Pasquale        Director                  March 27, 1997

/s/ Wayne O. Pearson
Wayne O. Pearson       Director                  March 27, 1997


Erik J. Tallstrom      Director                  March 27, 1997


                   INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
Dunes Hotels and Casinos Inc.
Las Vegas, Nevada

     We have audited the accompanying consolidated balance sheets
of Dunes Hotels and Casinos Inc. and Subsidiaries as of December
31, 1996 and 1995, and the related consolidated statements of
income (loss), shareholders' equity and cash flows for each of
the three years in the period ended December 31, 1996.  These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

     We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. 
We believe that our audit provides a reasonable basis for our
opinion.

     In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of Dunes Hotels and Casinos Inc. and
Subsidiaries as of December 31, 1996 and 1995, and the results of
their operations and their cash flows for each of the three years
in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.

     As discussed in Note 4a(1), the appointment in February 1997
of a special liquidating master in connection with the matter
involving John B. Anderson and the Anderson Parties and the
Federal Deposit Insurance Corporation could result in change of
control; the effects of this and related developments on the
Company or its future financial statements cannot be determined.

     As also discussed in Note 4, the Company has engaged in
significant business activity and transactions with related
parties, including real estate investment and lending, which have
resulted in losses.

     In connection with our audits of the financial statements
referred to above, we audited the financial statement schedules
listed under Item 14(a)2.  In our opinion, these financial
statement schedules present fairly, in all material respects, the
information stated therein, when considered in relation to the
financial statements taken as a whole.

/s/ Piercy, Bowler, Taylor & Kern

Las Vegas, Nevada

February 14, 1997 (except as to the matters discussed in Notes    
 4a(1), 5(b) and 5(c) as to which  the dates are March 6, 1997,   
 February 27, 1997 and February 21, 1997, respectively)



               DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                    CONSOLIDATED CONDENSED BALANCE SHEETS

                          DECEMBER 31, 1996 AND 1995


                                    ASSETS



                                                      1996        1995
                                                   (Dollars in thousands)

Cash and cash equivalents                        $     1,283 $       495

Marketable securities                                    527         511

Receivables
  Trade, less allowance, 1996, $141; 1995, $23           133         256
  Related party, less allowance, 1996, $2,049;
   1995, $1,566                                          397       1,127
  Real estate sales                                      928         813
  Other                                                   47         410

Inventory of real estate held for sale                10,919      12,312

Inventory, other                                          38          89

Prepaid expenses                                         116         142

Property and equipment, less accumulated depreciation
  and amortization, 1996, $424; 1995, $325             1,678       1,754

Investments                                            1,049       1,566

Deferred costs and other                                  11          52

                                                 $    17,126 $    19,527




                             (continued)




             DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED BALANCE SHEETS

                      DECEMBER 31, 1996 AND 1995

                 LIABILITIES AND SHAREHOLDERS' EQUITY

                                                      1996        1995
                                                   (Dollars in thousands)

Accounts payable                                 $        98 $       100

Accrued expenses                                         246          73

Deferred income                                           70          23

Income taxes                                             247         327

Short-term debt                                           69          75

Long-term debt and capitalized lease obligations       1,955       2,797

Accrued preferred stock dividends                      1,101       1,028

  Total liabilities                                    3,786       4,423

Minority interest                                      2,897       2,800

Shareholders' equity
  Preferred stock - authorized 10,750,000 shares
    ($.50 par); issued 10,512 shares Series B $7.50
    cumulative preferred stock, outstanding 9,250
    shares in 1996 and 1995, aggregate liquidation
    value $2,301 including dividends in arrears            5           5

  Common stock - authorized 25,000,000 shares
    ($.50 par); issued 7,799,780 shares,
    outstanding 6,375,096 shares in 1996 and 1995      3,900       3,900

  Capital in excess of par                            25,881      25,881

  Deficit                                            (17,343)    (15,482)
                                                      12,443      14,304
  Treasury stock at cost; Preferred - Series B,
    902 shares Common 1,424,684 shares in 1996
    and 1995                                           2,000       2,000

    Total shareholders' equity                        10,443      12,304

                                                 $    17,126 $    19,527


                   DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME (LOSS)

                     YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                              1996        1995        1994
                                                 (Dollars in thousands,
                                                    except per share)
Operating revenues:
  Sales of real estate                    $    1,128  $    1,901  $    1,558
  Cost of real estate sold                     1,226       1,824       1,347
                                                 (98)         77         211


  Rental income - agricultural properties        948         485         871
  Cost and expense of rental income              449         386         594
                                                 499          99         277


  Rice drying and storage revenues               787         752         774
  Cost of rice drying and storage                768         529         561
                                                  19         223         213


  Miscellaneous income - net                     119          (8)         39

                                                 539         391         740
Operating expenses:
  Selling, administrative and general
    Corporate                                  1,022       1,090       1,168
    Real estate operations                       245         388         220
  Bad debts, net of recoveries                   556         425         624
  Depreciation                                    99          69          63
  Losses on real estate investments              290         284         500
                                               2,212       2,256       2,575

Loss before other credits (charges),
  income taxes, minority interest and
  extraordinary item                          (1,673)     (1,865)     (1,835)

Other credits (charges):
  Interest and dividend income                   360         595         578
  Interest expense                              (230)        (37)        (10)
  Partnership income (loss)                     (135)       (781)         23
  Securities gains (losses), net                 (14)         26          57

                                                 (19)       (197)        648




                                 (continued)



                 DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF INCOME (LOSS)

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


                                              1996        1995        1994
                                                 (Dollars in thousands,
                                                     except per share)

Loss before income taxes, minority interest
 and extraordinary item                       (1,692)     (2,062)     (1,187)

Income taxes                                                 (13)         (8)

Loss before minority interest and
 and extraordinary item                       (1,692)     (2,075)     (1,195)

Minority interest in income of the
 White Ranch                                     (97)


Loss before extraordinary item                (1,789)     (2,075)     (1,195)
Extraordinary item, net of taxes of $80                    8,346

Net income (loss)                         $   (1,789) $    6,271  $   (1,195)



Income (loss) per common share:
  Loss before extraordinary item          $    (0.29) $    (0.33) $    (0.20)
  Extraordinary item                                        1.30

  Net income (loss)                       $    (0.29) $     0.97  $    (0.20)



                See notes to consolidated financial statements.

<TABLE>
                                                            DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                                                           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                                             YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                                                        (Dollars in thousands)



                               Preferred Stock    Common stock     Capital               Preferred          Common         Total
                                  issued (1)         issued          in               treasury stock    treasury stock     share-
                                                                   excess                                                 holders'
                               Shares   Amount   Shares   Amount   of par    Deficit  Shares   Amount   Shares    Amount   equity

<S>                             <C>        <C> <C>        <C>      <C>      <C>        <C>    <C>   <C>         <C>        <C>

Balance, January 1, 1994        10,152     $5  7,799,780  $3,900   $25,881  ($20,411)  (902)  ($70) (1,339,684) ($1,760)   7,545

Accrued dividends, Preferred                                                     (75)                                        (75)
Net loss                                                                      (1,195)                                     (1,195)
Balance, December 31, 1994      10,152      5  7,799,780   3,900    25,881   (21,681)  (902)   (70) (1,339,684)  (1,760)   6,275

Accrued dividends, Preferred                                                     (72)                                        (72)
Purchase of treasury stock                                                                             (85,000)    (170)    (170)
Net income                                                                     6,271                                       6,271

Balance, December 31, 1995      10,152      5  7,799,780   3,900    25,881   (15,482)  (902)   (70) (1,424,684)   (1,930) 12,304

Accrued dividends, Preferred                                                     (72)                                        (72)
Net loss                                                                      (1,789)                                     (1,789)

Balance, December 31, 1996      10,152     $5  7,799,780  $3,900   $25,881  ($17,343)  (902)  ($70) (1,424,684) ($1,930) $10,443


(1)  Series B, $7.50 dividend, voting and non-convertible
     (liquidation value $125 per share)





                                    See notes to consolidated financial statements.
</TABLE>



                     DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                         CONSOLIDATED STATEMENTS OF CASH FLOWS

                      YEARS ENDED DECEMBER 31, 1996, 1995 and 1994


                                              1996        1995        1994
                                           (Dollars in Thousands)
Cash flows from operating activities:
   Net income (loss)                      $   (1,789) $    6,271  $   (1,195)
 Adjustments to reconcile net income
  (loss) to net cash provided by
  (used in) operating activities:
   Provision for losses on accounts and notes
    receivable, related parties and others       600         331         717
   Non-cash gain from settlement of liability             (8,619)
   Depreciation                                   99          69          63
   Cost of real estate sold                    1,191       1,732       1,172
   Gain on disposition of assets                              (2)
   Non-cash portion of real estate sales                    (323)       (777)
   Write-down of real estate held for sale       290         284
   Provision for losses on investments           171         346         428
   Partnership loss - net                                    435          50
   Allocation of minority interest                97
   (Gain) loss on marketable securities           14         (26)        (57)
   Changes in certain assets and liabilities:
    Decrease (increase) in trade receivables       6         235        (123)
    Decrease (increase) in inventory              51         (89)
    Decrease (increase) in prepaid expenses       26         107           2
    Decrease (increase) in deferred costs
     and other                                    41         (44)         (2)
    Increase (decrease) in accounts payable       (2)        (74)       (175)
    Increase (decrease) in accrued expenses      173          15         (20)
    Increase (decrease) in deferred income        47                       4
    Increase (decrease) in income taxes          (80)         80
  Net cash provided by operating activities      935         728          87

Cash flows from investing activities:
   Payments made for real estate held for
    sale                                         (50)       (445)         (6)
   Capital expenditures                                     (146)
   Cash paid for property and equipment          (23)
   Cash paid for investments                    (125)     (1,367)       (568)
   Proceeds from investments                      64                      12
   Investment in marketable securities           (30)        (65)       (835)
   Proceeds from sale of marketable securities               435       1,286
   Payments received on receivables              975       1,873       1,282
   Loans made to related parties                (250)       (594)       (718)
   Loans made to others                          (43)       (193)       (645)
   Cash from funds held in escrow                                        459
   Cash from disposition of investments          183
   Proceeds from disposition of property                      10          87
  Net cash provided by (used in) investing
   activities                                    701        (492)        354

                                 (continued)



                  DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                   YEARS ENDED DECEMBER 31, 1996, 1995 and 1994


                                              1996        1995        1994
                                                 (Dollars in Thousands)
Cash flows from financing activities:
   Proceeds from short-term debt          $      123  $      133  $      137
   Payments on short-term debt                  (129)       (134)       (186)
   Payments on long-term debt                   (842)       (444)        (38)
   Payments for treasury stock                              (170)

  Net cash (used in) financing activities       (848)       (615)        (87)

Increase (decrease) in cash and cash
 equivalents                                     788        (379)        354
Cash and cash equivalents, beginning of
 year                                            495         874         520

Cash and cash equivalents, end of year    $    1,283  $      495  $      874


Supplemental disclosures of cash flow
 information:
   Cash paid during the year for:
    Interest                              $      283  $       10  $       10
 
Supplemental schedules of non-cash
 investing and financing activities:
   Total liability settled                $           $    8,985  $
   Less assets transferred                                  (366)
   Non-cash gain from extraordinary
    items -- settlement of liabilities    $           $    8,619  $


   Real estate acquired through
    foreclosure                           $       38  $           $

   Note receivable from sale of
    investments                           $      224  $           $

   Property and equipment acquired
    through a capitalized lease           $           $       73  $

   Dividends accrued but unpaid           $       72  $       72  $       75





                 See notes to consolidated financial statements.


          DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     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 intercompany balances and
       transactions.

     The Company did not consolidate Pine Ridge Joint Venture
       (PRJV), a joint venture in which the Company has a 51%
       interest, or Steadfast Cattle Company, a limited
       liability company in which the Company has a 50%
       interest.  Both PRJV and Steadfast disposed of all of
       their assets during 1996 and are no longer operational.

     PROPERTY AND EQUIPMENT AND DEPRECIATION AND AMORTIZATION:

     Property and equipment are stated at cost.  Depreciation and
       amortization are provided by the straight-line method
       over the estimated useful lives of the assets.  The book
       value of obsolete  assets is charged to depreciation
       expense when they are disposed of.  Profits and losses
       from the sale of assets are included in other income. 
       Repairs and maintenance are charged to expense as
       incurred.  

     Effective January 1, 1996, the Company adopted Statement of
       Financial Accounting Standards (SFAS) No. 121 "Accounting
       for the Impairment of Long-Lived Assets and for Long-Lived
       Assets to be Disposed of," without any material
       effect.

     INCOME (LOSS) PER SHARE:
 
     Income (loss) per common share has been computed using the
       weighted average number of shares outstanding during the
       year:  6,375,096, 6,429,822 and 6,460,096 for the years
       ended December 31, 1996, 1995 and 1994, respectively. 
       Dividends on nonconvertible preferred stock - Series B
       have been deducted from income or added to the loss
       applicable to common shares.  See Note 17 of Notes to
       Consolidated Financial Statements.

     CASH AND CASH EQUIVALENTS:

     Cash equivalents are short-term (original maturity of 90
       days or less), highly liquid investments that are both
       readily convertible to known amounts of cash and so near
       their maturity that they present insignificant risk of
       changes in value because of changes in interest rates.

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     MARKETABLE SECURITIES:

     Effective December 31, 1995, the Company adopted Statement
       of Financial Accounting Standards (SFAS) No. 115
       "Accounting for Certain Investments in Debt and Equity
       Securities".  The Company's investments in marketable
       securities are generally in preferred stocks of publicly
       held companies, are held for an indefinite period and are
       accounted for as trading securities.  There have been no
       material gains or losses related to the Company's
       investments in marketable securities.

     RECLASSIFICATIONS:

     Effective January 1, 1996, the Company changed the format of
       its balance sheet from a classified balance sheet to a
       non-classified balance sheet.  The format of the December
       31, 1995 balance sheet has been changed to conform to the
       new presentation.  The Company believes that a non-classified
       balance sheet, one that does not present
       current assets and current liabilities, better reflects
       the status of the Company's assets, liabilities and
       shareholders' equity.       

     Certain amounts in the Company's consolidated statements of
       income (loss) for the years ended December 31, 1995 and
       1994 have been reclassified to conform to the 1996
       presentation.  Such reclassification has no effect on the
       results of operations. The Company's Consolidated Balance
       Sheet for the year ended December 31, 1995 has been
       restated to reflect the 50% minority interest in the
       White Ranch.
     
     ENVIRONMENTAL EXPENDITURES:

     Expenditures that relate to current operations are expensed
       or capitalized as appropriate.  Expenditures that relate
       to an existing condition caused by past operations and
       which do not contribute to future revenues are expensed. 
       Liabilities are recorded when remedial efforts are
       probable and the costs can be reasonably estimated.

     REAL ESTATE HELD FOR DEVELOPMENT AND SALE:

     Real estate held for development and sale is stated at the
       lower of cost or net realizable value.  Costs include
       primarily acquisition costs and improvements costs. 
       Costs are allocated to individual properties using the
       method appropriate in the circumstances.

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     USE OF ESTIMATES:

     The timely preparation of financial statements in conformity
       with generally accepted accounting principles requires
       management to make estimates and assumptions that affect
       certain reported amounts and disclosures.  Actual results
       could differ from those estimates.

2.   BANKRUPTCY PROCEEDING:

     On May 18, 1995, Continental filed a Petition for Relief
       Under Chapter 11 of the United States Bankruptcy Code. 
       The Petition for Relief was filed in the United States
       District of Nevada, Case No. 95-21992 LBR.  The case was
       subsequently transferred to The United States Bankruptcy
       Court for the Southern District of California.  The
       bankruptcy case was dismissed on November 9, 1995.

3.   FAIR VALUE OF FINANCIAL INSTRUMENTS:

     Estimated fair value of the Company's financial instruments
       (all of which are held for nontrading purposes, except
       for marketable securities) are as follows:
                                      
                                                  Carrying      Fair
                                                   Amount       Value
                                                 (Dollars in thousands)

     Cash and cash equivalents                    $1,283        $1,283     (a)
     Marketable securities                           527           527     (a)
     Notes receivable, real estate
      sales                                          928           928     (b)
     Note receivable, related party
      (the BGC Note)                                 397                   (c)
     Solano County Option                          1,043         1,043     (d)
     Long-term debt                               (1,955)                  (e)

     (a)  The carrying amount approximates fair value of cash,
          cash equivalents and marketable securities.  For
          marketable securities, fair values are estimated based
          on quoted market prices.

     (b)  The fair value of the notes receivable are based on
          their outstanding balances and their respective
          interest rates.  Notes receivable are collateralized by
          first deeds of trust on the real estate sold.  In the
          event any purchaser were to default on the real estate
          notes, the Company could institute foreclosure
          proceedings and reacquire the property which serves as
          the collateral for the note.  The Company believes that
          the fair value of the collateral is in excess of the
          principal amount of the related note.

3.   FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED):

     (c)  It is not possible to determine the fair value of the
          Baby Grand Corp. note ( the BGC Note) because the
          Company is unable to predict whether Baby Grand Corp.
          (BGC) will be able to pay its first lien note on its
          due date, which is the same date that the BGC Note
          payable to the Company comes due.  See Note 4a(1) of
          Notes to Consolidated Financial Statements.

     (d)  The fair value of the Solano County Option is estimated
          based on an appraisal of the real property, and
          subsequent discussions with local realtors, to which
          the option relates and the length of the option period
          which enables the Company to have some flexibility as
          to when and if the option should be exercisable.  The
          Company can only recover the fair value of the option
          (i) by exercising the option and selling the property
          or (ii) selling the option.  However, if the fair value
          of the real property should drop below the option
          purchase price, the Company would not be able to
          recover all of its investment in the Solano County
          Option.  See Note 8(a) of Notes to Consolidated
          Financial Statements.

     (e)  The fair value of long-term debt is not subject to
          reasonable estimation because the debt arose
          principally as a result of the settlement of a dispute. 
          See Notes 9 and 10 of Notes to Consolidated Financial
          Statements.

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 67.2% of the
       Company's common stock as of February 14, 1997.  Each
       entity controlled by John B. Anderson will hereinafter be
       identified as an Anderson Entity.

       (1)  Baby Grand Corp. d/b/a Maxim Hotel and Casino (the
            Maxim), Las Vegas, Nevada, an Anderson Entity, owed
            the Company $2,129,400 plus accrued interest in the
            amount of $167,000 at December 31, 1996, pursuant to
            a promissory note dated November 2, 1992, in the
            original amount of $2,650,000 (the BGC Note).  The
            BGC Note bears interest at the rate of 9% per annum. 
            Monthly payments under the BGC Note are currently
            $50,000.  The BGC Note is due in full on December 1,
            1997 at which time the first deed of trust
            indebtedness on the Maxim is due.  BGC is precluded
            from paying the final installment due on the BGC
            Note until it pays the amount due the first deed of
            trust indebtedness of approximately $34,200,000 as
            of December 31, 1996.  If BGC is unable to pay the
            first deed of trust indebtedness, it would have a
            material adverse effect on the Company's ability to
            collect on the BGC Note.  If BGC is unable to make
            the final payment,  the  Company  would  have  a
            loss of  approximately  $1,899,000 for which 


4. RELATED PARTY TRANSACTIONS (CONTINUED):

   a.  (1)  continued

            $1,899,000 has been provided.  The BGC Note is
            collateralized by approximately 1,280,000 shares of
            the Company's common stock.

            BGC is current in payment of monetary obligations
            under the note.  The first trust deed holder has
            threatened to declare a default primarily as a
            result of the litigation between Mr. Anderson and
            the Anderson Parties and the Federal Deposit
            Insurance Corporation (the FDIC).  In the event the
            first trust deed lender declares a default, the BGC
            Note will also be in default.

            The FDIC, acting as a successor and assignee of
            EurekaBank formerly known as Eureka Federal Savings
            and Loan Association (Eureka), filed a complaint
            against Anderson, Edith Anderson, Cedar Development
            Company, J. A. Inc. and J.B.A. Investments, Inc.
            (collectively, the Anderson Parties).  The complaint
            arises out of a judgment in the original principal
            amount of approximately $33,700,000 obtained by
            Eureka against the Anderson Parties in the District
            Court for Clark County, Nevada.  In consideration of
            Eureka's forbearance from executing on the judgment,
            the Anderson Parties executed a debtor-creditor
            agreement and related pledge and security
            agreements.  Among other things, approximately
            3,000,000 shares of the Company's common stock is
            pledged to the FDIC.  The FDIC alleges, among other
            things, that the Anderson Parties have breached the
            debtor-creditor agreement and seek relief including
            (i) specific performance, (ii) appointment of a
            receiver, (iii) injunctive relief, (iv) judicial
            foreclosure, and (v) enforcement of the judgment,
            which together with interest, is alleged to be in
            excess of $63,000,000.  On September 15, 1995, the
            Anderson Parties entered into a Stipulation and
            Order For: Entry of Order Appointing Receiver and
            For Injunctive Relief, and For Entry of Consent
            Judgment (the Stipulation).  The District Court
            entered its order (the Order) staying certain powers
            granted to the receiver, but allowing the receiver
            to review the assets, observe the operations, and
            inspect the books and records, including the
            Company's, relating to the assets of the Anderson
            Parties.

4. RELATED PARTY TRANSACTIONS (CONTINUED):

   a.  (1)  continued

            In June 1996, the Company was informed that the
            Anderson Parties had reached a tentative agreement
            (the Agreement) regarding the Anderson Parties
            obligations to the FDIC.  The Agreement was subject
            to final approval of the FDIC.  As described below,
            the Company made a $250,000 loan to Golden State
            Trust, an Anderson Party, in connection with the
            Agreement of which $150,000 remains outstanding. 
            See Notes 4a(3)  and 7 of Notes to Consolidated
            Financial Statements.  The Agreement provided that
            the judgment, in the original principal amount of
            approximately $33,700,000, held by the FDIC against
            the Anderson Parties would be sold to Golden State
            Trust.  On August 27,1996, the Company was informed
            that the FDIC rejected the Agreement.  The Company
            was further informed that on August 28, 1996, the
            United Stated District Court, District of Nevada,
            entered the Consent Judgment appointing Ronald L.
            Durkin, C.P.A. (the Receiver) as the permanent
            receiver over the assets of Mr. Anderson and the
            Anderson Parties to the extent and with the powers
            set forth in the Receivership Order.

            Included in the assets over which the receiver's
            powers extend are Mr. Anderson's beneficial
            ownership of 3,000,000 shares, or approximately
            47.1% of the common stock of the Company.  The
            balance of the shares owned beneficially by Mr.
            Anderson are pledged to the Company as collateral
            for the BGC Note.  On February 4, 1997, the United
            States District Court, District of Nevada,
            terminated the receivership, discharged the
            receiver, and appointed a special liquidating
            master.  Based on statements made by the FDIC
            representatives in public proceedings and court
            proceedings, the Company believes that it is the
            intent of the special liquidating master to sell the
            assets of the Anderson Parties that serve as
            collateral for the obligation to the FDIC on terms
            and conditions ordered by the Court, including the
            outstanding voting shares of the Company presently
            in possession of the FDIC.  If the special
            liquidating master or the FDIC obtains court
            approval and the common shares are in fact sold to
            either persons or entities other than Mr. Anderson
            or entities controlled by Mr. Anderson, a change of
            control of the Company will occur.  To the knowledge
            of the Company, the special liquidating master has
            not taken any overt steps to assert control, vote
            the shares, influence management of the Company, or
            otherwise, although no assurance can be given that
            such steps are not contemplated or imminent.  In
            March 1997 the Anderson Parties filed a notice of
            appeal with respect to the U.S. District Court's
            February 4, 1997 ruling terminating and discharging
            the receiver and appointing a special liquidating
            master.

4. RELATED PARTY TRANSACTIONS (CONTINUED):

   a.  (1)  continued

            At the present time, the Company cannot predict the
            time or likelihood that such sale of shares or such
            change of control will occur, or whether other
            actions, proceedings or otherwise will occur that
            may block, impede or otherwise prevent or postpone
            such sale of shares or potential change of control.

            The actions of the special liquidating master may
            jeopardize the Anderson Parties ability to operate,
            including BGC which remains liable to the Company
            under the BGC Note.  The Company is unable to
            predict what effect the outcome of the matters
            described above will have on the Company, or the
            payment of the BGC Note.

            The appointment of a special liquidating master may
            jeopardize the Anderson Parties' ability to operate,
            including BGC which remains liable to the Company
            under the BGC Note.  The Company is unable to
            predict what effect the outcome of the matters
            described above will have on the Company.

       (2)  For the years ended December 31, 1996, 1995 and
            1994, $59,998, $49,278 and $58,134, respectively,
            was paid on behalf of Anderson for certain of
            Anderson's expenses, which payments were considered
            compensation to Anderson and were approved by the
            Company's Audit Committee.  The Audit Committee
            approved payments on behalf of Mr. Anderson of up to
            $48,000 for the year 1997.  The payments are subject
            to continuing review by the Audit Committee. 

       (3)  In connection with a proposed settlement agreement
            in June 1996, between the FDIC and the Anderson
            Parties, the Company loaned $250,000 to the Golden
            State Trust, an Anderson Party.  The loan is
            evidenced by a note dated June 12, 1996, which bears
            interest at the rate of 12% per annum, payable
            monthly.  A principal payment of $100,000 was paid
            on July 1, 1996.  The balance of the principal and
            accrued interest was due on December 12, 1996.  Due
            to the matters discussed in Note 4a(1), and the
            Company's belief that the note is uncollectible, the
            Company has provided a reserve of $150,000 against
            the balance of the note as of December 31, 1996.  In
            addition, the Company  ceased accruing interest on
            the loan in September 1996.

4. RELATED PARTY TRANSACTIONS (CONTINUED):

   a.  (4)  In July 1993, SHF entered into a three-year lease
            agreement with California Dehydrating Co. (Cal-Dehy,
            an Anderson Entity) whereby SHF leased a rice drying
            facility (the Drying Facility) located in West
            Sacramento, California, at an annual rental of
            $60,000.  In February 1995, the Drying Facility was
            the subject of a foreclosure action which terminated
            the SHF lease.  On March 1, 1995, the Company
            entered into a two-year lease with the new owner of
            the Drying Facility at an annual rental of $54,000. 
            In November 1996, the Company informed the lessor
            that it was terminating the Drying Facility lease. 
            In consideration for the payment of $75,000, the
            lessor agreed to accept the return of the Drying
            Facility, as is, and acknowledged that it had no
            claims of any kind or nature against SHF and
            released SHF from any and all obligations, except
            for payment of rent for the remainder of the lease
            term and any subsequent damage prior to the
            termination of the lease of the Drying Facility.

            On January 1, 1996, the Company entered into an
            agreement with Cal-Dehy whereby the Company would
            pay to Cal-Dehy $60,000 per year for the use of the
            Cal-Dehy name and a Covenant Not To Compete.  The
            agreement, including the Covenant Not To Compete, is
            for a one-year period.  The agreement expired on
            December 31, 1996.  The Company does not intend to
            renew the agreement or the Covenant Not To Compete.

       (5)  As reported in previous reports, the Company in 1993
            made a $500,000 loan to an entity wholly-owned by
            Director Andrew Marincovich.  See Annual Report on
            Form 10-K for the year ended December 31, 1995, Item
            1. "Business - Other Activities - Certain Loans -
            Directors."  The Company was informed that the
            foreclosure sale of the El Dorado Vineyard property
            was completed during the second quarter of 1996. 
            The Company was further informed that the
            foreclosure sale extinguished without payment to
            Andrew Marincovich all of his interest in the
            property or the proceeds thereof.  The Company's
            non-recourse guarantee from Mr. Marincovich was
            limited to excess proceeds from such foreclosure
            sale.  Therefore, the Company did not recover any of
            its funds pursuant to the guarantee.

5. INVENTORY OF REAL ESTATE HELD FOR DEVELOPMENT AND SALE:

                                                     1996        1995   
     The Fairways (a)                             $  4,664     $  6,099
     White Ranch (b)                                 5,600        5,600
     Residential lots, North
      Las Vegas (c)                                    469          427
     Sam Hamburg Farm (d)                              146          146
     Other                                              40           40
                                                  $ 10,919     $ 12,312

5.   INVENTORY OF REAL ESTATE HELD FOR DEVELOPMENT AND SALE
     (CONTINUED):

     (a)  The Company, through SHF, developed the 50 acres of
          residential land located at Rancho Murieta, California
          as a residential planned unit development known as "The
          Fairways".  Rancho Murieta is a 3,500 acre master
          planned unit development located approximately 25 miles
          from Sacramento, California.  Rancho Murieta consists
          primarily of single family homes, town houses,
          commercial property and two 18-hole championship golf
          courses, including country club facilities.  The
          Fairways, located within the boundaries of one of the
          golf courses located at Rancho Murieta, was subdivided
          into 110 single-family estate lots.  As of February 14,
          1997, 55 lots remain unsold.

          In connection with its development of The Fairways, SHF
          was required to construct certain improvements that
          benefitted not only The Fairways, but other properties
          that lay outside of the boundaries of The Fairways (the
          Benefited Properties).  The total cost of the
          improvements was $1,597,425, of which $276,088 is
          allocable to The Fairways and $1,321,337 is allocable
          to the Benefited Properties.  SHF entered into an
          agreement (the Reimbursement Agreement) with the Rancho
          Murieta Community Services District which provides that
          SHF will be reimbursed the amount of the costs
          allocable to the Benefitted Properties, less
          approximately $176,500 of future costs that will be of
          benefit to The Fairways.  The funds will be reimbursed
          to SHF out of proceeds of any subsequent community
          facilities district or by direct payment by subsequent
          developers of the Benefited Properties.  SHF's right to
          reimbursement will expire in twenty years from
          September 1995.  The Company is unable to predict what
          amount, if any, will be received under the
          Reimbursement Agreement.

          As part of the development of The Fairways, SHF entered
          into a Settlement Agreement Regarding Payment of Park
          Fees (the Park Fee Payment Agreement) regarding park
          fees that are payable to Rancho Murieta Association
          (RMA) on each developed lot.  The Park Fee Agreement
          acknowledged that the total park fees owing to RMA were
          $173,238.  SHF agreed to pay $17,323 upon signing the
          Park Fee Agreement with the balance payable ratably as
          the remaining lots were sold.  In the event all of the
          lots are not sold by December 31, 1997, then any
          remaining amount due must be paid in full.

          As part of the Settlement Agreement with the Resolution
          Trust Corporation (the RTC) as Receiver for San Antonio
          Savings Association, all of the unsold lots in The
          Fairways are encumbered by a deed of trust in favor of
          the RTC.  The deed of trust requires a $40,000 payment
          for the release of each of the encumbered lots. See
          Note 10 of Notes to Consolidated Financial Statements.

5.   INVENTORY OF REAL ESTATE HELD FOR DEVELOPMENT AND SALE
     (CONTINUED):

     (a)  continued

          On October 7, 1996, the Company signed a Purchase and
          Option Agreement with West Coast Properties, LLC (WCP)
          whereby WCP offered to purchase from the Company, 20
          lots at The Fairways and obtain an option to purchase
          an additional 20 lots, with the intent of constructing
          single family residences on the lots purchased.  On
          July 12, 1996, the Company signed a letter agreeing to
          modify the Purchase and Option Agreement (the New
          Agreement) between the Company and Murieta Investors,
          LLC (MI), formerly WCP.  The New Agreement provides
          that MI will purchase from the Company 6 lots at The
          Fairways at $40,000 per lot plus payment of 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 (the Success Payments). 
          Eight months after the purchase of the initial 6 lots,
          MI will be entitled to purchase a second group of 6
          lots.  An additional group of 6 lots may be purchased
          every 4 months thereafter until a total of 40 lots have
          been purchased.  The initial payment for the second 6
          lots purchased will be $40,000, plus payment of the
          applicable Park Fees and the Success Payments.  The
          initial payment for all subsequent lots purchased will
          be $45,000, plus payment of the applicable Park Fees
          and the Success Payments.  Therefore, beginning with
          the purchase of the third group of 6 lots, the Success
          Payments will be 20% of the gross sales price of each
          residential lot sold less $45,000.  If MI sells any lot
          without constructing a residential dwelling thereon,
          the Company will receive 20% of the sale price without
          offset of the initial payment.  The sale of the first 6
          lots which closed on December 20, 1996, were recorded
          at the initial price of $40,000 per lot.  In accordance
          with Statement of Accounting Financial Standards (SFAS)
          No. 66 "Accounting for Sales of Real Estate," no
          recognition was given to any Success Payments the
          Company may receive in the future, but the Company has
          recorded all costs associated with the lots, resulting
          in a recorded loss on the sale of the six lots.

     (b)  The White Ranch consists of approximately 10,000 acres
          of agricultural land in which the Company has a 50%
          interest. The other 50% owner and the Company share
          equally in profits and losses on the operation and sale
          of the White Ranch.  All of the 10,000 acres have been
          leased for the 1997 crop year.  Tenants at the White
          Ranch generally pay a fixed cash rent plus a share
          rent.  The amount of the share rent is based on the
          profitability of the crop grown.  Tenants are required
          to pay all water usage charges applicable to the leased
          land.  

5.   INVENTORY OF REAL ESTATE HELD FOR DEVELOPMENT AND SALE
     (CONTINUED):

     (b)  continued

          In February 1997, the Company entered into a Purchase
          Agreement (the Agreement) to sell the White Ranch for
          $6,000,000.  The Agreement provides that the purchaser
          will make a $10,000 non-refundable deposit for a 90-day
          inspection period.  The inspection period may be
          extended for an additional 90-day period upon the
          payment of an additional $10,000 non-refundable
          deposit.  Terms of the sale are all cash at close of
          escrow.  If the sale is consummated, net proceeds to
          the Company will be approximately $3,000,000.  The sale
          is subject to, among other things, the buyer's ability
          to obtain financing.  There can be no assurance that
          the buyer will be able to obtain financing or that the
          sale will close.

     (c)  The Company owns 57 partially developed residential
          lots located in the City of North Las Vegas, Nevada. 
          As part of the settlement with the RTC, 53 of the lots
          are encumbered by a deed of trust in favor of the RTC. 
          The deed of trust requires a $6,000 payment for the
          release of each of the encumbered lots.  See Note 10 of
          Notes to Consolidated Financial Statements.  On
          February 21, 1997, the Company signed an agreement for
          the purchase and sale of all 57 lots for a total
          consideration of $661,800 plus reimbursement of water
          fees paid in the amount of $72,957.  The sale is
          expected to close in the second quarter of 1997.

     (d)  Sam Hamburg Farm consists of approximately 150 acres of
          agricultural property. Of the 150 acres, 40 acres
          contain the air strip and shop areas which are the
          focus of continuing attempts at chemical clean-up.  See
          Note 13 for a detailed discussion concerning the
          removal of the toxic waste. The remaining 110 acres are
          leased to various tenants at an annual aggregate rental
          of approximately $20,000.

6.   PROPERTY AND EQUIPMENT AND ACCUMULATED DEPRECIATION AND
     AMORTIZATION:

                                                  1996         1995   
                                                (Dollars in thousands)

     Land and land improvements                  $   159      $   159 
     Building and improvements                     1,679        1,679 
     Machinery and equipment                         265          241 
                                                   2,103        2,079 
     Less accumulated depreciation
      and amortization                             ( 425)        (325)

                                                 $ 1,678      $ 1,754 

     In January 1996, the Company's Board of Directors authorized
       management to pursue the possibility of constructing a
       new drying facility adjacent to the rice storage facility
       in Yolo, County, California (the New Drying Facility). 
       The cost of constructing the New Drying Facility is
       estimated to be approximately $1,800,000 including
       carrying costs.  The Company has made a $47,484 deposit
       on a rice dryer in anticipation of constructing the New
       Drying Facility.  Since the Company did not begin
       construction as originally scheduled, 50% of the deposit
       has been forfeited.  However, the Company would receive
       credit for the balance of the deposit if construction of
       the New Drying Facility goes forward.  Construction of
       the New Drying Facility is subject to various
       governmental approvals and the ability of the Company to
       obtain adequate financing.  The Company has signed a
       financing commitment which, if funded, would provide
       approximately 65% or $1,150,000, whichever is less, of
       the construction funds to build the New Drying Facility. 
       The commitment is subject to final review and credit
       approval by the lender and execution of mutually
       acceptable documentation.  No assurance can be given that
       the Company will receive the necessary approvals or
       adequate financing.  It is anticipated that construction
       of the New Drying Facility would begin in the second or
       third quarter of 1997.  The Company is unable to predict
       whether the New Drying Facility will be completed in time
       for the 1997 rice drying season.  If the New Drying
       Facility is not completed in time for the 1997 rice
       drying season, and the Company wants to continue drying
       rice in 1997, it will be necessary to attempt to
       negotiate a new lease for the West Sacramento drying
       facility.  The Company is unable to predict if a new
       lease can be obtained for the West Sacramento drying
       facility or what the terms and conditions of such a lease
       would be.  In the event the Company does not proceed with
       the construction of the New Drying Facility, the Company
       will lose the balance of its deposit.

7.   LONG-TERM NOTES RECEIVABLE:
                                                   1996         1995  
                                                  (Dollars in thousands)
    Related parties
     BGC, including interest                    $   2,296    $   2,693
      Less allowance                               (1,899)      (1,566)
     Golden State Trust                               150
      Less allowance                                 (150)            
                                                      397        1,127
    Real estate
     Various real estate notes,
      collateralized by deeds
      of trust with interest
      ranging from 8% to 10% (a)                      928        1,223

                                                $   1,325    $   2,350

  (a)  Included in the "various real estate notes" is
       approximately $564,160 resulting from the sale of lots at
       The Fairways which notes are subject to a collateral
       assignment in favor of the RTC.  See Note 10 of Notes to
       Consolidated Financial Statements.  "Various real estate
       notes" also includes a note in the approximate amount of
       $224,000 which resulted from the sale of the Willows
       Ranch investment as discussed in Note 8c of Notes to
       Consolidated Financial Statements.

8.   INVESTMENTS:
                                                   1996         1995   
                                                 (Dollars in thousands)
     Investments at cost, net of
      valuation allowances, consist of:

      Solano County Option (a)                    $ 1,045      $ 1,045
       
      Pine Ridge Joint Venture (b)                    572          576
      Less reserve                                   (572)        (531)
      Partnership, Willows Ranch (c)                               406
          
      Steadfast Cattle Company (d)                     84           64
      Less reserve                                    (84)
      Other                                             4            6
                                                  $ 1,049      $ 1,566

8.   INVESTMENTS (CONTINUED):

     (a)  The Company has an option (the Solano County Option) to
          acquire approximately 1,690 acres of farm land located
          in Solano County, California.  The Company acquired the
          Solano County Option as part of a settlement agreement
          between BGC, an Anderson Entity, a financial
          institution and MRI.  The purchase price of the Solano
          County Option was $1,043,902.  The Solano County Option
          provides that the Company can purchase the 1,690 acres
          at a price of $3,000,000.  The Company will receive a
          credit of $1,000,000 against the purchase price.  The
          option expires on May 1, 2003.  Upon certain conditions
          and the consent of the first lien holder on  the Maxim 
          and the Nevada Gaming Control Board, MRI can require
          BGC to repurchase the Solano County Option (the
          Repurchase Agreement).  The Repurchase Agreement
          expires on the earlier of:  (i) May 1, 2002 or (ii) 1
          year prior to the date the option agreement expires. 
          The owner of the property under option has informed the
          Company that it may not be able to make the payment due
          on the first mortgage lien which had a balance due of
          approximately $1,356,000 as of December 31, 1996. The
          Company and the owner are attempting to negotiate a
          solution, which could include the Company exercising
          its option at a price that is less than the option
          price stated in the Option Agreement.  If the Company
          is unable to renegotiate the option price, the Company
          may make the payment to the  mortgage lien holder in
          order to protect its investment in the Solano County
          Option.  The Company is unable to predict what the
          outcome of this matter will be.

     (b)  In June 1993, MRI entered into a joint venture known as
          Pine Ridge Joint Venture (PRJV) with AJD, a Nevada
          limited partnership, for the purpose of developing
          approximately 92 single-family residences in Clark
          County, Nevada.  The development was scheduled to be
          completed in two phases consisting of 32 residences
          which were to be completed  in the first phase and the
          balance to be completed in  the second phase.  See Note
          5 of Notes to Consolidated Financial Statements
          regarding the disposition of 57 of the PRJV lots.  On
          October 10, 1996, the last remaining house in Phase I
          was sold, thereby effectively terminating PRJV.

     (c)  In May 1990, the Company made a loan to William
          Maddocks, et al, a Central California real estate
          investment group, (Maddocks) in the principal amount of
          $1,000,000.  The loan was collateralized by real
          property in northern California.  Maddocks paid all but
          $315,000 of the loan.  In 1992, the Company and
          Maddocks formed a partnership called Willows Ranch. 
          The Company's contribution was the balance remaining on
          the original $1,000,000 loan and Maddocks contributed
          the net equity in the real estate that served as
          collateral for the Company's loan. 

8.   INVESTMENTS (CONTINUED):

     (c)  continued

          In November 1995, Maddocks and the Company agreed to
          sell the Willows Ranch property for a price of
          $835,000.  The sale closed on February 5, 1996.  Out of
          the sale proceeds, the Company received cash of
          approximately $209,000 and a 91.90% interest in a note
          in the amount of $243,430.  

     (d)  In July 1995, the Company's Board of Directors
          authorized the Company to invest up to $200,000 for a
          50% interest in a cattle feeding operation with an
          unrelated third party.  The parties formed a Limited
          Liability Company named Steadfast Cattle Company
          (Steadfast).  Steadfast's primary operation was feeding
          cattle, owned by others, on leased land located in
          Gonzales, California. 

          The cattle feeding operation was not successful and,
          therefore, the Company discontinued funding the
          operations of Steadfast. Without funding from the
          Company, Steadfast was unable to continue its
          operations.  As of December 31, 1996, all operations at
          the feed lot have ceased.  The effect of the Steadfast
          operations, and its discontinuance, on the Company's
          financial statements have been immaterial.  In
          connection with its investment in Steadfast, the
          Company purchased equipment costing approximately
          $200,000 for use in the Steadfast operation.  As of
          December 31, 1996, the equipment had a carrying value
          of approximately $160,000. The Company is currently
          attempting to sell the equipment it purchased for the
          feed lot operation.  The Company estimates that the
          sale of the equipment will result in a loss of
          approximately $10,000 which has been accrued.  However,
          it is possible that the estimated amount of the loss
          could increase if the Company is unable to sell the
          equipment within a reasonable amount of time.

9.   RESOLUTION OF SASA DISPUTE:

     On October 24, 1995, the Company, along with Continental,
       MRI and SHF, entered into a Settlement, Release and Loan
       Modification Agreement (the Settlement Agreement) with
       the RTC in connection with the SASA Obligation.  The
       Settlement Agreement became effective December 6, 1995. 
       Pursuant to the Settlement Agreement and as full payment
       of the SASA Obligation, (i) Continental transferred the
       San Diego Property to the RTC in consideration of
       $1,500,000 credit against the SASA Obligation, (ii) the
       Company paid $290,000 to the RTC, and (iii) the Company
       delivered a secured promissory note to the RTC (the RTC
       Settlement Note) in the amount of $2,710,000.  See Note
       10 of Notes to Consolidated Financial Statements for a
       detailed discussion of the terms of the RTC Settlement
       Note.

10.  LONG-TERM DEBT AND CAPITALIZED LEASE OBLIGATIONS:

     Long-term debt and capitalized lease obligations consists of
       the following at December 31:

                                                  1996        1995   
                                               (Dollars in thousands)

     RTC Settlement Note                        $   1,784    $  2,590 
     RMA                                               93         114
     Capitalized lease obligation                      57          72
     Other                                             21          21
                                                $   1,955    $  2,797

     Five year maturities of long-term debt are as follows:

                                            (Dollars in thousands)
                                     Long term    Capitalized 
                                       debt    Lease Obligation   Total
     1997                            $     95     $    15     $    110
     1998                                   2          18           20
     1999                                   3          24           27
     2000                               1,787                    1,787
     2001                                   3                        3
     Thereafter                             8                        8
                                     $  1,898     $    57     $  1,955

     The amount due RMA is for payment of park fees, is non-interest
     bearing and is collateralized by a first deed of
     trust on The Fairway lots.  Principal payments, in the
     approximate amount of $1,700 per lot, are paid upon the
     close of escrow of each sale of a lot in The Fairways.  If
     on December 31, 1997, any lots remain unsold, then the
     balance of the amount due becomes payable in full.

     The capitalized lease obligation is payable in monthly
     installments of approximately $1,890 including interest at
     an effective rate of approximately 16%.  The lease is
     collateralized by a security interest in equipment formerly 
     used in the Steadfast cattle feeding operation.

     Other long-term debt consists of an  unsecured note payable
     in annual installments of $5,000 including interest. 

10.  LONG-TERM DEBT AND CAPITALIZED LEASE OBLIGATIONS
     (CONTINUED):

     The RTC Settlement Note is dated December 6, 1995, and is
     due December 6, 2000. The note bears interest at the rate of
     1% per annum in excess of the prime rate as published in the
     Wall Street Journal.  The rate is adjusted semi-annually
     (the Interest Adjustment Date), provided, however, that
     under no circumstances shall the rate be less than 8% or
     more than 12% per annum.  Payment terms are interest only,
     payable monthly.  Monthly payments are adjusted semi-annually
     on the Interest Adjustment Date.  The entire
     remaining principal amount and all accrued and unpaid
     interest is due and payable in full on the maturity date.

     The note is collateralized by the following:

     a.   A deed of  trust with an assignment of rents (Nevada
          Deed of Trust) with SHF.  The Nevada Deed of Trust
          encumbers 53 partially improved residential lots
          located in North Las Vegas, Nevada.  SHF is entitled to
          the release of a lot upon the payment of $6,000 to the
          RTC for each lot released.  The RTC will apply such
          payments to the outstanding principal due on the note.

     b.   A deed of trust with an assignment of rents (Rancho
          Murieta Deed of Trust) with SHF.  The Rancho Murieta
          Deed of Trust encumbers approximately 56 finished
          residential lots  at December 31, 1996 located at The
          Fairways.  SHF is entitled to the release of a lot upon
          the payment of $40,000 to the RTC for each lot
          released.  The RTC will apply such payments to the
          outstanding principal due on the note.

     c.   A collateral assignment of purchase money promissory
          notes (The Promissory Notes) secured by deeds of trust
          (Collateral Assignment) with SHF as pledgor and the RTC
          as pledgee.  The Collateral Assignment provides for SHF
          to assign to the RTC the promissory notes and deeds of
          trust in the approximate principal amount of $725,000
          ($564,000 as of December 31, 1996).  Principal
          collections on the Promissory Notes will be remitted to
          the RTC for application to the outstanding principal
          due on the note.

11.  SHAREHOLDERS' EQUITY:

     The Company is authorized to issue 10,750,000 shares of
       $0.50 par value Preferred shares.  The Company gave
       authority to its Board of  Directors to issue such
       Preferred shares in one or more series, and to fix the
       number of shares in each series, and all designations,
       relative rights preferences and limitations of the shares
       issued in each series.  As of December 31, 1996, the
       Board of Directors has not exercised the authority
       granted, and no such Preferred shares have been issued
       except for the 10,512 shares of Series B, $7.50
       cumulative Preferred of which 902 shares are held as
       Treasury stock.


11.  SHAREHOLDERS' EQUITY (CONTINUED):

     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 $1,100,000 as of December 31, 1996.

12.  MINORITY INTEREST:

     The minority interest consists of the investment of
       $2,800,000 made by the other 50% owner of the White
       Ranch.  The minority interest is increased or decreased
       by the other 50% owner's share of profits or losses
       attributable to the operations of the White Ranch.  These
       amounts were previously included in accounts receivable
       or accounts payable.

13.  CONTINGENCIES:

     a.   As of December 31, 1996, there were no material legal
          proceedings pending against the Company.
       
     b.   SHF was advised of possible contamination on two sites
          at Sam Hamburg Farm, 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. 

          The Company has disposed of a large amount of the
          contaminated earth at an approved site for the storage
          of toxic wastes.  However, 5,000 cubic yards of
          contaminated earth (previously thought to be 4,000
          cubic yards) 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.

          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. However,
          if on-site remediation can be achieved, it is estimated
          that the cost will be between $90,000 and $115,000. 
          The Company is unable to predict when the ongoing
          testing will be complete or what the outcome of these
          tests will be.  As of December 31, 1996, the Company
          has paid approximately $500,000, including the $100,000
          expended for the diesel storage tank, and accrued an
          estimated $174,000 relating to the balance of the
          clean-up of the contaminated earth. That estimate could
          change as the remediation work takes place. 

13.  CONTINGENCIES (CONTINUED):

     c.   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 $316,000.  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.

     d.   As more fully described in Note 4a(1), Mr. Anderson and
          the Anderson Parties are involved in litigation with
          the FDIC, the result of which could cause a sale of the
          pledged assets of the Anderson Parties.  Such a sale of
          the Anderson Parties assets would have an  adverse
          effect on the Company's ability to collect the BGC
          Note, and in addition, would result in a change in
          control of the Company.

14.  TAXES:

     The Company and its subsidiaries file a consolidated federal
       income tax return.

     Deferred tax assets (liabilities) are comprised of the
       following at December 31, 1996 and 1995:

                                                   1996         1995  
                                                 (Dollars in thousands)
     Loan reserves                              $     697    $     536
     Accounts receivable reserves                      48            8
     Investment reserves                                           195
     Real estate reserves                             480          382
     Loss carryforwards                            15,337       14,702
     Other                                              2            4
       Gross deferred tax assets                   16,564       15,827
       Deferred tax assets
         valuation allowance                       16,553      (15,810)
                                                       11           17

     Marketable securities
      valuation allowance                             (11)         (17)
       Gross deferred tax
         liabilities                                  (11)         (17)
     Net deferred tax assets                    $       0     $      0

14.  TAXES (CONTINUED):

     A reconciliation of the changes in deferred tax assets
       valuation allowance for 1996 and 1995 is as follows:

                                                   1996         1995   
                                                (Dollars in thousands)

     Write-off of installment
      notes receivable                          $             $     73
     Tax recognition of real estate
      basis difference                                             117
     Tax recognition of passive loss                                (7)
     Book marketable securities
      unrealized (gain) loss                            6          (10)
     Current year loss carryforwards                  635          130
     (Decrease) increase in loan reserves             161       (1,018)
     (Decrease) increase in accounts
      receivable reserves                              40          (53)
     Book reserve of investments loss                (197)          54
     Book reserve of real estate loss                  98           97
     Change in deferred tax asset
      valuation allowance                             743         (617)
     Deferred tax assets valuation
      allowance, beginning of year                 15,810       16,427
     Deferred tax assets valuation
      allowance, end of year                    $  16,553    $  15,810


     A reconciliation of the federal statutory tax rate to the
       effective tax rate for 1996, 1995 and 1994, is as
       follows:

                                           Percentage of pre-tax income
                                            1996        1995         1994 

     Federal statutory rate               (34.00%)     34.00%      (34.00%)
     Net operating loss applied                       (18.38%)
     Debt discharges and other            (15.52%)    (21.55%)
     Non-deductible items:
       Loss reserves                       45.41%       0.03%       21.91%
       Valuation adjustments                8.75%       0.03%       12.22%
       Other                               (4.64%)      5.88%       (0.13%)
                                            0.00%       0.01%        0.00% 

14.  TAXES (CONTINUED):

     The Company has the following net operating loss carryovers
       available for income tax reporting purposes:

           Year of expiration           (Dollars in thousands)
                 2001                            $10,337
                 2003                             22,034
                 2004                              1,908
                 2005                              1,896
                 2006                              3,550
                 2007                                825
                 2008                              2,425
                 2009                                604
                 2011                              1,529

     As more fully described in Note 4a(1), a change in control
       of the Company could take place.  If such a change in
       control were to take place, it would have an effect as to
       when and as to the amount of net operating losses that
       the Company could use to offset future taxable income in
       any given year.  This annual limitation, to the extent
       not used in any given taxable year, may be carried
       forward and added to the limitation of subsequent years.

     A subsidiary has not paid State of New Jersey income taxes
       since 1980 due to a dispute with the taxing authorities
       over the method of determining the tax liability.  In
       1983, judgments were entered in favor of the State
       amounting to $247,000 exclusive of interest and penalties
       for which the Company believes adequate provision has
       been made in the consolidated financial statements. 

15.  EXTRAORDINARY ITEM:

     At December 31, 1995, the Company recorded as an
       extraordinary item, a gain in the amount of $8,346,000,
       net of tax of $80,000, resulting from the settlement of
       the SASA Obligation with the RTC.  The settlement
       resulted in the Company and the RTC entering into a
       Settlement, Release and Loan Modification Agreement (The
       Agreement).  The Agreement provided, among other things,
       that upon execution of The Agreement, the Company would
       pay to the RTC the sum of $290,000, transfer to the RTC
       the San Diego property at an agreed upon price of
       $1,500,000 and sign a promissory note in favor of the RTC
       in the principal amount of $2,710,000.  The effect of the
       foregoing was to reduce the amount of the SASA Obligation
       by $8,616,000.  In connection with the settlement, the
       Company incurred legal fees and other costs in the
       approximate amount of $190,000.

15.  EXTRAORDINARY ITEM (CONTINUED):

     A reconciliation of the extraordinary item as shown in the
       Consolidated Statements of Income (Loss) with the
       supplemental schedules of non-cash investing and
       financing activities as shown in the Consolidated
       Statements of Cash Flow for the year ended December 31,
       1995 is as follows:

       Non-cash gain from extraordinary items--
          Settlement of liabilities                               $8,619,000

       Less: Cash paid for legal fees                               (190,000)
             Tax effects                                             (80,000)
             Cash paid for miscellaneous
               expenses                                               (3,000)

       Extraordinary item -- net
         of tax effect                                            $8,346,000

16.  SEGMENT INFORMATION:

     The Company operates in two principal business segments: 
       Real estate investments (development and sale of
       residential lots and rental of agricultural land), and
       agricultural (drying and storing rice).

     The Company's real estate segment sells completed
       residential lots primarily to builders of custom homes
       and to the general public located in and around the
       greater Sacramento, California area.  The agricultural
       properties are leased to farmers in the area where the
       agricultural properties are located.

     The agricultural segment dries harvested rice over a two
       month period (approximately September 15 to November 15)
       and stores, for a fee, the dried rice (or other grains)
       until it is removed by the owner.  The Company dries and
       stores rice for principally one customer, Farmers Rice
       Co-operative (Farmers).  Farmers accounts for
       approximately 98% of the rice drying and storage
       revenues.  If the Company were to lose Farmers as a
       customer, it would have a material adverse effect on the
       drying and storage operation.

16.  SEGMENT INFORMATION (CONTINUED):

     Following is a summary of segmented information for 1996,
     1995, and 1994:



                                           1996       1995       1994
     Net revenues from
      unaffiliated customers:
      Real estate:
       Sale of residential
        lots                           $  1,128   $  1,901    $  1,558
       Land rent                            948        485         871
       Rice drying and
         storage revenue                    787        752         774
                                       $  2,683   $  3,138    $  3,203
     Income (loss) from
      operations:
       Real estate                     $   (254)  $   (482)   $    195
       Rice drying and
        storage                             (42)       162         152
                                           (296)      (320)        347

       Corporate operating
         expense                         (1,496)    (1,537)     (2,221)
       Other income (expense)               100       (205)        687
       Income taxes                                    (13)         (8)
       Minority interest                    (97)                              

     Loss before extraordinary
      item as reported in the
      accompanying consolidated
      statement of
      income (loss)                   ($  1,789) ($  2,075)  ($  1,195)


                                                    1996         1995 
     Identifiable assets
       Real estate                                $ 10,919    $ 12,312
       Rice drying and storage                       1,836       1,894
       General corporate assets                      4,371       5,321
     Total assets as reported
      in the accompanying
      consolidated balance sheets                $  17,126   $  19,527

17.  COMPUTATION OF PER SHARE EARNINGS (LOSS):

     Earnings (loss) per share for the years ended December 31,
       1996, 1995 and 1994 were computed as follows:

                                         1996       1995       1994 
                                
     Weighted average
      number of shares
      outstanding                     6,375,096  6,429,822   6,460,096

     Net loss for the year
      before extraordinary
      item                            $          $  (2,075)  $       
     Extraordinary item                              8,346            
     Net income (loss)
      for the year                       (1,789)     6,271      (1,195)
     Dividends applicable
      to preferred shares                    72        (72)        (75)
     Net income (loss)
      used for computing
      net earnings (loss)
      per common share                 $ (1,861)  $  6,199   $  (1,270)

     Net earnings (loss)
      per common share                 $   (.29)  $    .97   $    (.20)


<TABLE>
                                DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES
                        SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                                                         December 31, 1996
                                                                                                              SCHEDULE II
               COLUMN A       COLUMN B           COLUMN C                COLUMN D       COLUMN E
                                                 Additions
                                              (1)          (2)
                              Balance at   Charges to   Charges to      Other changes    Balance
                              beginning    Costs and   other accounts-  add (deduct)    at end of
            Classification    of period     expenses     describe         describe        period
                                                     (Dollars in thousands)

    Allowance for doubtful
      accounts:

       <S>                    <C>            <C>                                        <C>
      
      Long-term notes receivable -
       related party          $1,566         $483                                       $2,049
       
      Accounts receivables        23          118                                          141

      
                              $1,589         $601                                       $2,190



          (1)  Bad debt recovery

                                                           S-1
</TABLE>
                                





<TABLE>
                                
                                DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES
                        SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                                                         December 31, 1995
                                                                                                                     SCHEDULE II
               COLUMN A              COLUMN B           COLUMN C                COLUMN D       COLUMN E
                                                        Additions
                                                    (1)          (2)
                                    Balance at   Charges to   Charges to      Other changes    Balance
                                    beginning    Costs and   other accounts-  add (deduct)    at end of
            Classification          of period     expenses     describe         describe        period
                                                 (Dollars in thousands)

    Allowance for doubtful
      accounts:

      <S>                    <C>            <C>           <C>          <C>                <C>

      Notes Receivable -
       Director                $427         $382           $72(2)       ($881)(1)             $0

      Long-term notes receivable -
       related party          2,967                         41(2)      (1,442)(1)          1,566

      Accounts receivables                    23                                              23

      Long-term notes
       receivable             1,174                         61(2)      (1,235)(1)              0


                             $4,568         $405          $174        ($3,558)            $1,589




          (1)  Credit to related notes receivable

          (2)  Interest income

                                                           S-2
</TABLE>



<TABLE>
                                DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES
                          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                                                 December 31, 1994
                                                                                          SCHEDULE II
               COLUMN A              COLUMN B           COLUMN C              COLUMN D       COLUMN E
                                                       Additions
                                                    (1)          (2)
                                    Balance at   Charges to   Charges to      Other changes    Balance
                                    beginning    Costs and   other accounts-  add (deduct)    at end of
            Classification          of period     expenses     describe         describe        period
                                                  (Dollars in thousands)
   
   <S>                              <C>           <C>            <C>              <C>           <C>            
   Allowance for doubtful
      accounts:

      Accounts Receivable                 $131          $72                       ($203)(1)         $0

      Long-term notes receivable         1,092                        $82(2)                     1,174

      Notes Receivable - Director                       427                                        427
                                                                                                                         
      Long-term notes receivable -
       related party                     2,759          125           111(2)        (28)(3)      2,967


                                        $3,982         $624          $193         ($231)        $4,568



          (1)  Write off against allowance

          (2)  Interest income

          (3)  Bad debt recovery

</TABLE>

                                                           S-3




<TABLE>

                      DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                  SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                    December 31, 1996
                                                                                                  SCHEDULE III

    COLUMN A                                           COLUMN B                         COLUMN C

                                                                                 Initial cost to Company

                                                                                              Buildings
                                                                                                 and
    Description                                              Encumbrances           Land     Improvements

    <S>                                         <C>                     <C>         <C>       <C>
    REAL ESTATE HELD FOR SALE                                         (D o l l a r s  i n  T h o u s a n d s)
    Approximately 110 residential lots          Deed of Trust in
     located in Rancho Murieta, California      favor of Resolution
     (The Fairways)                             Trust Corporation (2)     $1,784
                                                Deed of Trust in
                                                favor of Rancho
                                                Murieta Association           93     $3,880

    Approximately 80 acres of unimproved
     land located in Auburn, California                                                  40

    7 partially improved residential lots       Deed of Trust in
     located in North Las Vegas, Nevada         favor of Resolution
                                                Trust Corporation (2)                   469


    Approximately 10,000 acres located in Kings
     and Tulare County, California                                (4)                 5,600

    Approximately 4,600 acres located in Fresno
     and Merced County, California                                                    1,866
                                                                           1,877     11,855
    REAL ESTATE INCLUDED IN PROPERTY,
    PLANT AND EQUIPMENT
    Rice storage facility located in Yolo County,
     California                                                                         159         1,678
                                
                                                                          $1,877    $12,014        $1,678
</TABLE>
<TABLE>


    COLUMN A                                           COLUMN D                                COLUMN E
                                                Costs capitalized subsequent     Gross amount at which carried
                                                    to acquisition               at close of period (Note 1)

                                                                                              Buildings
                                                                       Carrying                  and
    Description                                      Improvements        costs      Land     Improvements    Total

    <S>                                              <C>                <C>        <C>       <C>            <C>
    REAL ESTATE HELD FOR SALE
    Approximately 110 residential lots        
     located in Rancho Murieta, California
     (The Fairways)


                                                           $6,837                  $4,664                   $4,664

    Approximately 80 acres of unimproved
     land located in Auburn, California                                                40                       40
    7 partially improved residential lots
     located in North Las Vegas, Nevada
                                                                                      469                      469


    Approximately 10,000 acres located in Kings
     and Tulare County, California                                                  5,600                    5,600

    Approximately 4,600 acres located in Fresno
     and Merced County, California                                       276          146                      146
                                                            6,837        276       10,919                   10,919

    REAL ESTATE INCLUDED IN PROPERTY,
    PLANT AND EQUIPMENT
    Rice storage facility located in Yolo County,
     California                                                                       159         1,678      1,837

                                                           $6,837       $276      $11,078        $1,678    $12,756

</TABLE>
<TABLE>


    COLUMN A                                           COLUMN F        COLUMN G       COLUMN H     COLUMN I

                                                                                                Life on which
                                                                                               depreciation in
                                                                                                latest income
                                                     Accumulated        Date of        Date      statement is
    Description                                      depreciation     construction    acquired     computed

    <S>                                              <C>              <C>             <C>         <C>  
    REAL ESTATE HELD FOR SALE
    Approximately 110 residential lots        
     located in Rancho Murieta, California
     (The Fairways)


                                                                                      01/31/90

    Approximately 80 acres of unimproved
     land located in Auburn, California                                               03/08/94

    7 partially improved residential lots
     located in North Las Vegas, Nevada
                                                                                     1995-1996


    Approximately 10,000 acres located in Kings
     and Tulare County, California                                                      1989

    Approximately 4,600 acres located in Fresno
     and Merced County, California                                                    03/23/88


    REAL ESTATE INCLUDED IN PROPERTY,
    PLANT AND EQUIPMENT
    Rice storage facility located in Yolo County,
     California                                              359         1985         11/14/90   10-31 years

                                                            $359

</TABLE>
<TABLE>

                                                                    December 31,
                                                             1996       1995       1994
    <S>                                                      <C>        <C>         <C> 
    Accumulated Depreciation
    Reconciliation:
     Balance-beginning of period                              $301       $243       $185
     Additions during period:
      Provision for depreciation                                58         58         58


     Balance - end of period                                  $359       $301       $243






                                                                    December 31,
                                                             1996       1995       1994

    Reconciliation:
     Balance-beginning of period                           $11,348    $12,920    $13,872
     Additions during period:
      Improvements                                                         17        239
      Other acquisitions                                     2,841        427         40
                                                            14,189     13,364     14,151
    Deductions during period:
     Cost of sales                                           1,143      1,732      1,231
     Valuation allowance (3)                                   290        284


     Balance - close of period                             $12,756    $11,348    $12,920




    Note 1 The cost basis for Federal Income Tax purposes is the same as for financial
           reporting purposes.

    Note 2 The Deed of Trust in favor of the Resolution Trust Corporation encumbers
           both properties in the total amount of $1,784.

    Note 3 Valuation allowances have been provided against the lots in Rancho
           Murieta.  The purpose of the valuation allowance was to reduce the
           carrying value to estimated market value.

    Note 4 50% owned by an unrelated third party.

</TABLE>


<TABLE>
                             DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES
                              SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE

                                                                 DECEMBER 31, 1996
                                                                                                    SCHEDULE IV
                      COLUMN A                      COLUMN B     COLUMN C     COLUMN D




                                                                  Final       Periodic
                                                    Interest     Maturity     Payment
                     Description                     Rates         Date         Term

    <S>                                               <C>        <C>          <C>         
    Collateralized by Sam Hamburg Farm Property:
       Delgado                                           9.00%   02/22/00      Note 1
       ATB Packing                                       8.50%   02/08/00      Note 2

    Collateralized by Real Estate:
       Ahmad

    Collateralized by the Fairways Property:
       Consolidated Kapital, Inc.                        8.00%   01/25/97    Note 3 & 4
       Martin, Chandler T. & Debra L.                    8.00%   03/05/98    Note 3 & 4
       Duerr Family Revocable Trust                      8.00%   08/10/96    Note 3 & 4
       James, Raymond L. & Cheryle                      10.00%   12/14/97    Note 3 & 4
       Parks, James P. & Dale A.                         9.00%   02/22/98    Note 3 & 4

    </TABLE>
    <TABLE>
                      COLUMN A                      COLUMN E     COLUMN F     COLUMN G     COLUMN H
                                                                                            Principal
                                                                                            Amount of
                                                                                              Loans
                                                                                Carrying    Subject to
                                                                     Face      Amount of    Delinquent
                                                     Prior        Amount of    Mortgages    Principal
                     Description                     Liens        Mortgages     (Note 3)   or Interest

    <S>                                             <C>           <C>           <C>          <C>
    Collateralized by Sam Hamburg Farm Property:
       Delgado                                        None         $50,099      $40,079           $0
       ATB Packing                                    None         126,737       82,380            0
                                                    Subtotal       176,836      122,459            0
    Collateralized by Real Estate:
       Ahmad                                                       432,630      224,000

    Collateralized by the Fairways Property:
       Consolidated Kapital, Inc.                     None         164,160      164,160            0
       Martin, Chandler T. & Debra L.                 None          70,000       70,000       70,000
       Duerr Family Revocable Trust                   None         193,800      193,800            0
       James, Raymond L. & Cheryle                    None          79,200       79,200            0
       Parks, James P. & Dale A.                      None          57,000       57,000            0

                                                    Subtotal       564,160      564,160       70,000

                                                     TOTAL      $1,173,626     $910,619      $70,000

</TABLE>
<TABLE>

   <S>                                                           <C>
                                                                 12/31/96

    Balance at Beginning of Period                              $1,086,920
      Additions During Period:
       New Mortgage Loans                                          432,630

                                                                 1,519,550

      Deduction During Period:
       Reclassified to investments                                 119,958
       Collections of Principal                                    488,973

    Balance at End of Period                                    $  910,619


    Note 1 - Interest Payable Quarterly - Principal payable in 5 equal annual installments.
    Note 2 - Principal and interest payable quarterly until maturity.
    Note 3 - Interest payable monthly until maturity.
    Note 4 - Subject to a collateral assignment in favor of the Resolution Trust Corporation
             as Receiver for San Antonio Savings Association, F.A.
    Note 5 - Mortgage loans collateralized by the Fairways Property do not include
             accrued interest.

</TABLE>





                          EXHIBIT INDEX

Exhibit
No.                   Description                        Page No.

3.01     Restated Certificate of Incorporation of Dunes
         Hotels and Casinos Inc. dated June 17, 1982, is
         incorporated herein by reference to Dunes Hotels
         and Casinos Inc. Annual Report on Form 10-K (file
         no. 1-4385) for the year ended December 31, 1994,
         Part IV, Item 14(a)(3), Exhibit 3.01.

3.02     Certificate of Amendment of Restated Certificate
         of Incorporation of Dunes Hotels and Casinos Inc.
         dated December 19, 1984, is incorporated herein
         by reference to Dunes Hotels and Casinos Inc.
         Annual Report on Form 10-K (file no. 1-4385) for
         the year ended December 31, 1994, Part IV, Item
         14(a)(3), Exhibit 3.02.

3.03     Revised By-laws of Dunes Hotels and Casinos Inc.
         dated December 1984, is incorporated herein by
         reference to Dunes Hotels and Casinos Inc. Annual
         Report on Form 10-K (file no. 1-4385) for the
         year ended December 31, 1994, Part IV, Item
         14(a)(3), Exhibit 3.03.

4.01     Specimen Certificate for the Common Stock of
         Dunes Hotels and Casinos Inc., is incorporated
         herein by reference to Dunes Hotels and Casinos
         Inc. Annual Report on Form 10-K (file no. 1-4385)
         for the year ended December 31, 1994, Part IV,
         Item 14(a)(3), Exhibit 4.01.

4.02     Specimen Certificate for the Preferred Stock of
         Dunes Hotels and Casinos Inc., is incorporated
         herein by reference to Dunes Hotels and Casinos
         Inc. Annual Report on Form 10-K (file no. 1-4385)
         for the year ended December 31, 1994, Part IV,
         Item 14(a)(3), Exhibit 4.02.

10.02    Agreement dated November 21, 1989 by and between CCC
         Nevada Inc. (formerly Continental Connector
         Corporation), and Continental Industries, Inc.; 
         Promissory Note dated November 20, 1984, in the
         principal amount of $3,000,000 made by Continental
         Industries, Inc. to Continental Connector
         Corporation; Allonge to Promissory Note, dated
         November 20, 1989, in the original principal amount
         of $3,000,000 made by Continental Industries, Inc.
         to Continental Connector Corporation; Security
         Agreement dated as of November 20, 1984 by and
         between Continental Industries, Inc. and Continental
         Connector Corporation; and Continuing Guaranty dated
         April 2, 1985, by Morris Blinder and Meyer Blinder
         in favor of Continental Connector Corporation, are
         incorporated herein by reference to Dunes Hotels and
         Casinos Inc. Annual Report on Form 10-K (file no. 1-4385)
         for the year ended December 31, 1994, Part IV,
         Item 14(a)(3), Exhibit 10.02.

10.04    Settlement Agreement dated June 28, 1988, by and
         between San Antonio Savings Association and Dunes
         Hotels and Casinos Inc.; First Amendment to
         Settlement Agreement dated December 5, 1989, by and
         between San Antonio Savings Association, F.A.
         (assignee of San Antonio Savings Association) and
         Dunes Hotels and Casinos Inc., is incorporated
         herein by reference to Dunes Hotels and Casinos Inc.
         Annual Report on Form 10-K (file no. 1-4385) for the
         year ended December 31, 1994, Part IV, Item
         14(a)(3), Exhibit 10.04.  Settlement Release and
         Loan Modification Agreement dated October 24, 1995,
         by and among the Resolution Trust Corporation, Dunes
         Hotels and Casinos Inc., Continental California
         Corporation, M & R Investment Company, Inc. and SHF
         Acquisition Corporation, is incorporated herein by
         reference to Dunes Hotels and Casinos Inc. Quarterly
         Report on Form 10-Q for the nine months ended
         September 30, 1995, Item 6, Exhibit 10.01.  Order
         Granting Joint Motion to Dismiss Bankruptcy Case and
         Adversary Proceeding, dismissing bankruptcy case of
         Continental California Corporation, is incorporated
         herein by reference to Dunes Hotels and Casinos Inc.
         Current Report on Form 8-K dated November 22, 1995,
         Item 7(c), Exhibit 99.01.

10.05    Stipulation and Order for Dismissal with Prejudice
         filed in the United States Bankruptcy Court,
         District of Nevada, Case No. BK-S-92-20989 (RCJ)
         executed by The Valley National Bank of Arizona,
         EurekaBank, M&R Investment Company, Inc. and Baby
         Grand Corp.; Compromise Agreement dated November 9,
         1992, by and among Maxim Development, The Valley
         National Bank of Arizona and Redwood Bank;
         Settlement Agreement and Mutual Release dated
         November 2, 1992, by and among EurekaBank, The
         Valley National Bank of Arizona, M&R Investment
         Company, Inc. and Baby Grand Corp.; Addendum to
         Settlement Agreement and Mutual Release dated
         November 2, 1992, by and among EurekaBank, The
         Valley National Bank of Arizona, M&R Investment
         Company, Inc., and Baby Grand Corp.; Stipulation for
         Dismissal of Appeal with Prejudice filed in the
         United States District Court, District of Nevada,
         Case No. CV-S-92-675-LVG (RCH) dated November 2,
         1992 and executed by The Valley National Bank of
         Arizona, Baby Grand Corp., M&R Investment Company,
         Inc. and the official Unsecured Creditors'
         Committee; Promissory Note dated November 2, 1992,
         in the principal amount of $2,650,000  made by Baby
         Grand Corp. to M&R Investment Company, Inc.; Amended
         and Restated Pledge Agreement dated November 2,
         1992, by and between Baby Grand Corp. and M&R
         Investment Company, Inc.; and Release of Assignment
         of Leases, Rents and Revenues dated November 2,
         1992, by M&R Investment Company, Inc., are
         incorporated herein by reference to Dunes Hotels and
         Casinos Inc. Annual Report on Form 10-K (file no. 1-4385)
         for the  year ended December 31, 1992, Part
         IV, Item 14(a)(3), Exhibit 10.05.  Second Settlement
         and Forbearance Agreement dated February 9, 1995, by
         and among Baby Grand Corp., M & R Investment
         Company, Inc. and Bank One, Arizona, NA.; and
         Purchase Agreement (including Option Agreement)
         dated February 9, 1995, by and between Baby Grand
         Corp. and M & R Investment Company, Inc., are
         incorporated herein by reference to Dunes Hotels and
         Casinos Inc. Current Report on Form 8-K (file no. 1-4385)
         dated February 9, 1995, Item 7, Exhibit Nos.
         10.01 and 10.02.

10.06    Straight Note dated August 28, 1990, in the
         principal amount of $486,000 made by Rancho Murieta
         Properties, Inc. to SHF Acquisition Corporation; and
         Deed of Trust with Assignment of Rents (Short Form)
         dated August 28, 1990, by and between Rancho Murieta
         Properties, Inc., First American Title Insurance
         Company and SHF Acquisition Corporation, securing
         $486,000 Straight Note,  are incorporated herein by
         reference to Dunes Hotels and Casinos Inc. Annual
         Report on Form 10-K (file no. 1-4385) for the year
         ended December 31, 1990, Part IV, Item 14(a)(3),
         Exhibit 10.07.  Second Extension Agreement dated
         September 30, 1993, by and between SHF Acquisition
         Corporation and Rancho Murieta Properties, Inc.;
         Pre-workout Letter Agreement dated November 9, 1993,
         by and between SHF Acquisition Corporation and
         Rancho Murieta Properties, Inc.; Assignment of
         Membership Proceeds dated September 30, 1993, by and
         among SHF Acquisition Corporation, Rancho Murieta
         Properties, Inc. and M & R Investment Company, Inc.;
         and UCC-1 Financing Statement dated November 29,
         1993, by Rancho Murieta Properties, Inc. in favor of
         SHF Acquisition Corporation and M & R Investment
         Company, Inc., are incorporated herein by reference
         to Dunes Hotels and Casinos Inc. Annual Report on
         Form 10-K (file no. 1-4385) for the year ended
         December 31, 1993, Part IV, Item 14(a)(3), Exhibit
         10.10.

10.09    Promissory Note dated May 31, 1990, in the principal
         amount of $1,100,000, made by Yolo Oil and Gas, Inc.
         to SHF Acquisition Corporation; Guaranty of Payment
         and Performance dated May 29, 1990, by 500 First
         Street, a California general partnership, Kent N.
         Calfee, William Maddocks and Kenneth Wallace in
         favor of SHF Acquisition Corporation; Deed of Trust
         and Security Agreement dated May 31, 1990, by and
         among Yolo Oil and Gas, Inc.,  Chicago Title
         Insurance Company and SHF Acquisition Corporation;
         Deed of Trust and Security Agreement dated May 29,
         1990, by and among 500 First Street, Wildlife
         Artisan, Inc., Chicago Title Insurance Company and
         SHF Acquisition Corporation; Assignment of Rents and
         Leases dated May 31, 1990, by and between Wildlife
         Artisan, Inc. and 500 First Street, for the benefit
         of SHF Acquisition Corporation; Environmental
         Indemnity Agreement dated May 31, 1990, by Yolo Oil
         & Gas, Inc., 500 First Street, Kent N. Calfee,
         William Maddocks and Kenneth Wallace in favor of SHF
         Acquisition Corporation; Loan Agreement dated May
         25, 1990, by and among Yolo Oil & Gas, Inc., SHF
         Acquisition Corporation, 500 First Street, and
         William Maddocks; Lender's Escrow Instructions dated
         May 31, 1990, by Yolo Oil & Gas, Inc., Chicago Title
         Insurance Company and SHF Acquisition Corporation;
         Deed of Trust and Security Agreement dated May 29,
         1990, by 500 First Street, Wildlife Artisan, Inc.,
         Chicago Title Insurance Company and SHF Acquisition
         Corporation; and Assignment of Rents and Leases
         dated May 31, 1990, by Wildlife Artisan, Inc., 500
         First Street, and SHF Acquisition Corporation, are
         incorporated herein by reference to Dunes Hotels and
         Casinos Inc. Annual Report on Form 10-K (file no. 1-4385)
         for the year ended December 31, 1990, Part IV,
         Item 14(a)(3), Exhibit 10.11.

10.10    Letter Agreement dated July 21, 1991, by and among
         Calfee & Young (on behalf of M & R Investment
         Company, Inc.), Rancho Murieta Properties, Inc. and
         CBC Builders, Inc.; Promissory Note in the principal
         amount of $955,500 made by Rancho Murieta
         Properties, Inc. and CBC Builders, Inc. to M&R
         Investment Company, Inc.; Deed of Trust with
         Assignment of Rents dated July 22, 1991, by CBC
         Builders, Inc. in favor of M&R Investment Company,
         Inc.; Deed of Trust dated July 22, 1991 by CBC
         Builders, Inc. in favor of M&R Investment Company,
         Inc.; Collateral Assignment of Partnership Interest
         dated July 22, 1991, by Erik J. Tallstrom in favor
         of M&R Investment Company, Inc.; Assignment of
         Director's Fees dated July 22, 1991, by and between
         CBC Builders, Inc. and M&R Investment Company, Inc.;
         Memorandum of Option to Purchase dated July 22,
         1991, by and between CBC Builders, Inc. and M&R
         Investment Company, Inc.; and Personal Guaranty
         dated July 22, 1991, by Erik J. Tallstrom, are
         incorporated by reference to Dunes Hotels and
         Casinos Inc. Annual Report on Form 10-K (file no 1-4385)
         for the year ended December 31, 1991, Part IV,
         Item 14(a)(3), Exhibit 10.12.  Extension Agreement
         dated September 30, 1993, by and among M & R
         Investment Company, Inc., Rancho Murieta Properties,
         Inc. and CBC Builders, Inc.; Pre-workout Letter
         Agreement dated November 9, 1993, by and among M &
         R Investment Company, Inc., Rancho Murieta
         Properties, Inc. and CBC Builders, Inc.; Extension
         of Option Agreement dated September 30, 1993, by and
         between M&R Investment Company, Inc. and CBC
         Builders, Inc, are incorporated herein by reference
         to Dunes Hotels and Casinos Inc. Annual Report on
         Form 10-K (file no. 1-4385) for the year ended
         December 31, 1993, Part IV, Item 14(a)(3), Exhibit
         10.10.

10.14    Corporation Deed of Trust with Assignment of Rents
         dated March 23, 1993, by and among Andrew P.
         Marincovich and Matilda C. Marincovich, First
         American Title Insurance Company and M&R Investment
         Company, Inc.; Promissory Note dated July 22, 1992,
         in the principal amount of $500,000 made by El
         Dorado Vineyards, Inc. to M&R Investment Company,
         Inc.; Business Loan Agreement by and among M&R
         Investment Company, Inc., El Dorado Vineyards, Inc.
         and Andrew P. Marincovich; Security Agreement by El
         Dorado Vineyards, Inc. in favor of  M&R Investment
         Company, Inc.; Personal Guaranty dated April 7,
         1993, by Andrew P. Marincovich in favor of M&R
         Investment Company, Inc., are incorporated herein by
         reference to Dunes Hotels and Casinos Inc. Annual
         Report on Form 10-K (file no. 1-4385) for the year
         ended December 31, 1992, Part IV, Item 14(a)(3),
         Exhibit 10.14.  Promissory Note in the principal
         amount of $500,000, made by El Dorado Vineyards,
         Inc. to M&R Investment Company, Inc.; Promissory
         Note in the principal amount of $8,800 made by El
         Dorado Vineyards, Inc. to M&R Investment Company,
         Inc.; Promissory Note in the principal amount of
         $3,945.21 made by El Dorado Vineyards, Inc. to M&R
         Investment Company, Inc.; Promissory Note in the
         principal amount of $39,591.29 made by El Dorado
         Vineyards, Inc. to M&R Investment Company, Inc.;
         Business Loan Agreement by and among M&R Investment
         Company, Inc., El Dorado Vineyards, Inc. and Andrew
         P. Marincovich; Personal Guaranty by Andrew P.
         Marincovich  in favor of M&R Investment Company,
         Inc.; and Security Agreement by El Dorado Vineyards,
         Inc. in favor of M&R Investment Company, Inc., are
         incorporated herein by reference to Dunes Hotels and
         Casinos Inc. Annual Report on Form 10-K (file no. 1-4385)
         for the year ended December 31, 1993, Part IV,
         Item 14(a)(3), Exhibit 10.14.  Loan Modification
         Agreement dated July 15, 1994, by and among El
         Dorado Vineyards, Inc., Andrew P. Marincovich and
         M&R Investment Company, Inc.; Durable Special Power
         of Attorney dated July 21, 1994 by Andrew P.
         Marincovich; Promissory Note dated July 15, 1994, in
         the principal amount of $500,000 made by El Dorado
         Vineyards, Inc. to M&R Investment Company, Inc.;
         Promissory Note dated July 15, 1994, in the
         principal amount of $39,591.32 made by El Dorado
         Vineyards, Inc. to M&R Investment Company, Inc.;
         Promissory Note dated July 15, 1994, in the
         principal amount of $3,945.21 made by El Dorado
         Vineyards, Inc. to M&R Investment Company, Inc.;
         Promissory Note dated July 15, 1994, in the
         principal amount of $8,800.00 by El Dorado
         Vineyards, Inc. to M&R Investment Company, Inc.;
         Promissory Note dated July 15, 1994, in the
         principal amount of $12,184.86 made by El Dorado
         Vineyards, Inc. to M&R Investment Company, Inc.; and
         Promissory Note dated July 19, 1994, in the
         principal amount of $153,428.94 by El Dorado
         Vineyards, Inc. to M&R Investment Company, Inc., are
         incorporated herein by reference to Dunes Hotels and
         Casinos Inc. Quarterly Report on Form 10-Q (file no.
         1-4385) for the six months ended June 30, 1994, Item
         6, Exhibit 10.01.  Note Modification Agreement (with
         Exhibits A through F) dated January 5, 1995, by and
         among El Dorado Vineyards, Inc., Andrew P.
         Marincovich and M&R Investment Company, Inc., is
         incorporated herein by reference to Dunes Hotels and
         Casinos Inc. Annual Report on Form 10-K (file no. 1-4385)
         for the year ended December 31, 1994, Part IV,
         Item 14(a)(3), Exhibit 10.14.

10.16    Parks Development Agreement dated February 20, 1991,
         by and among the Rancho Murieta Association, the
         Rancho Murieta Community Services District,  Rancho
         Murieta Properties, Inc., CBC Builders, Inc. and SHF
         Acquisition Corporation, is incorporated herein by
         reference to Dunes Hotels and Casinos Inc. Annual
         Report on Form 10-K (file no. 1-4385) for the year
         ended December 31, 1993, Part IV, Item 14(a)(3),
         Exhibit 10.16.  Settlement Agreement Regarding
         Payment of Park Fees (not dated) by and among Rancho
         Murieta Association, SHF Acquisition Corporation,
         CBC Builders, Inc., Rancho Murieta Properties, Inc.
         and Rancho Murieta Community Services District of
         Sacramento County, is incorporated herein by
         reference to Dunes Hotels and Casinos Inc. Annual
         Report on Form 10-K (file no. 1-4385) for the year
         ended December 31, 1994, Part IV, Item 14(a)(3),
         Exhibit 10.16.

10.17    Inter-Creditor Agreement dated September 30, 1993,
         by and among SHF Acquisition Corporation, M & R
         Investment Company, Inc. and Calfee & Young, is
         incorporated herein by reference to Dunes Hotels and
         Casinos Inc. Annual Report on Form 10-K (file no. 1-4385)
         for the year ended December 31, 1993, Part IV,
         Item 14(a)(3), Exhibit 10.17.

10.18    Commercial Premises Lease dated July 1, 1993, by and
         between California Dehydrating Company and SHF
         Acquisition Corporation, is incorporated herein by
         reference to Dunes Hotels and Casinos Inc. Annual
         Report on Form 10-K (file no. 1-4385) for the year
         ended December 31, 1993, Part IV, Item 14(a)(3),
         Exhibit 10.18.

10.19    Renewal Promissory Note secured by Security
         Agreement Modification Agreement dated June 1989, by
         and between Eureka Federal Savings and Loan
         Association and Andco Development Group, Inc.;
         Security Agreement-Pledge dated June 1989, by and
         between Rancho Murieta Properties, Inc. and Eureka
         Federal Savings and Loan Association; Agreement to
         Modify Promissory Note dated June 1989, by and among
         Eureka Federal Savings and Loan Association, Andco
         Development Group, Inc., Andco Land and Development
         Company, Inc.  and CBC Builders, Inc.; Extension
         Agreement dated February 1, 1990, by and among 
         Eureka Federal Savings and Loan Association, Andco
         Development Group, Inc., Andco Land and Development
         Company, Inc., Rancho Murieta Properties, Inc., Erik
         J. Tallstrom and John B. Anderson; Guaranty dated
         October 1, 1987, by John B. Anderson in favor of
         Eureka Federal Savings and Loan Association;
         Guaranty dated October 1, 1987, by Erik J. Tallstrom
         in favor of Eureka Federal Savings and Loan
         Association; Guaranty dated October 1, 1987, by
         Rancho Murieta Properties, Inc. in favor of Eureka
         Federal Savings and Loan Association; Amendment No.
         1 to Guaranty dated June 1989, by and between John
         B. Anderson and Eureka Federal Savings and Loan
         Association; Amendment No. 1 to Guaranty dated June
         1989, by and between Erik J. Tallstrom and Eureka
         Federal Savings and Loan Association; Amendment No.
         1 to Guaranty dated June 1989, by and between Rancho
         Murieta Properties, Inc.  and Eureka Federal Savings
         and Loan Association; Corporation Deed of Trust with
         Assignment of Rents dated June 1989, by and between
         Rancho Murieta Properties, Inc. and Eureka Federal
         Savings and Loan Association; Agreement for Purchase
         and Sale of Promissory Note dated November 24, 1993,
         by and between Realecon, Inc. and M&R Investment
         Company, Inc.; Assignment of Promissory Note dated
         November 24, 1993, by and  between Realecon, Inc.
         and M&R Investment Company, Inc.; Assignment and
         Assumption Agreement of Security Agreement and
         Guaranties dated November 24, 1993, between
         Realecon, Inc. and M&R Investment Company, Inc.;
         Secured Promissory Note dated November 24, 1993, in
         the principal amount of $125,000 by M&R Investment
         Company, Inc. to Realecon, Inc.; Assignment of Deed
         of Trust with Request for Special Notice dated
         November 24, 1993, by Realecon, Inc. in favor of M&R
         Investment Company, Inc.; and Corporation Deed of
         Trust with Assignment of Rents dated November 24,
         1993, by SHF Acquisition Corporation in favor of
         Realecon, Inc, are incorporated herein by reference
         to Dunes Hotels and Casinos Inc. Annual Report on
         Form 10-K (file no. 1-4385) for the year ended
         December 31, 1993, Part IV, Item 14(a)(3), Exhibit
         10.19.

10.20    Pine Ridge Joint Venture Agreement dated June 1993,
         by and between AJD and M & R Investment Company,
         Inc., is incorporated herein by reference to Dunes
         Hotels and Casinos Inc. Annual Report on Form 10-K
         (file no. 1-4385) for the year ended December 31,
         1993, Part IV, Item 14(a)(3), Exhibit 10.20.  Pine
         Ridge Joint Venture -- Joint Venture Meeting--
         November 10, 1994, discussing additional capital
         requirements for the continuing operations of Pine
         Ridge Joint Venture and equity increases to M&R
         Investment Company, Inc. related thereto, is
         incorporated herein by reference to Dunes Hotels and
         Casinos Inc. Annual Report on Form 10-K (file no. 1-4385)
         for the year ended December 31, 1994, Part IV,
         Item 14(a)(3), Exhibit 10.20.

10.21    Letter dated March 28, 1994 from M&R Investment
         Company, Inc. to Michael Shipsey and Tri-Star
         International Development regarding purchase of a
         25% interest of Tri-Star International Development's 
         50% interest in Arroyo Grande Joint Venture
         Agreement of distributable cash; and Letter dated
         July 29, 1994 from Dennis L. Kennedy of Lionel
         Sawyer & Collins to Tri-Star International
         Development regarding termination of Tri-Star
         International Development's interest in the Arroyo
         Grande Joint Venture, are incorporated herein by
         reference to Dunes Hotels and Casinos Inc. Annual
         Report on Form 10-K (file no. 1-4385) for the year
         ended December 31, 1994, Part IV, Item 14(a)(3),
         Exhibit 10.21.

10.22    Agreement dated January 1, 1996, by and between
         California Dehydrating Company, Inc. and SHF
         Acquisition Corporation regarding use of the
         California Dehydrating name and a Covenant Not to
         Compete is incorporated herein by reference to Dunes
         Hotels and Casinos Inc. Annual Report on Form 10-K
         (file no. 1-4385) for the year ended December 31,
         1995, Part IV, Item 14(a)(3), Exhibit 10.22.

10.23    Commercial Premises Lease dated March 1, 1995, by
         and between Pheasant Investment Corporation and SHF
         Acquisition Corporation regarding the lease of the
         rice drying facility in West Sacramento, California
         is incorporated herein by reference to Dunes Hotels
         and Casinos Inc. Annual Report on Form 10-K (file
         no. 1-4385) for the year ended December 31, 1995,
         Part IV, Item 14(a)(3), Exhibit 10.23.

10.24    Reimbursement Agreement dated September 20, 1995, by
         and between Rancho Murieta Community Services
         District and SHF Acquisition Corporation regarding
         the amount of the reimbursement due SHF for excess
         work done at The Fairways at Rancho Murieta that
         will benefit other properties within the boundaries
         of Rancho Murieta is incorporated herein by
         reference to Dunes Hotels and Casinos Inc. Annual
         Report on Form 10-K (file no. 1-4385) for the year
         ended December 31, 1995, Part IV, Item 14(a)(3),
         Exhibit 10.24.

10.25    Assignment of promissory note in the original
         principal amount of $57,000 made by James P. Parks
         and Dale A. Parks in favor of SHF Acquisition
         Corporation; Promissory Note dated February 13,
         1995, made by James P. Parks and Dale A. Parks in
         favor of SHF Corporation; Deed of Trust dated
         February 13, 1995, made by James P. Parks and Dale
         A. Parks is incorporated herein by reference to
         Dunes Hotels and Casinos Inc. Annual Report on Form
         10-K (file no. 1-4385) for the year ended December
         31, 1995, Part IV, Item 14(a)(3), Exhibit 10.25.

10.26    Assignment of promissory note in the original
         principal amount of $70,000 made by Chandler T.
         Martin and Debra L. Martin in favor of SHF
         Acquisition Corporation; Promissory Note dated March
         2, 1992, made by Chandler T. Martin and Debra L.
         Martin in favor of SHF Acquisition Corporation;
         Letter dated April 6, 1994, extending the due date
         of the note to March 10, 1998; Deed of Trust dated
         March 2, 1992, made by Chandler T. Martin and Debra
         L. Martin is incorporated herein by reference to
         Dunes Hotels and Casinos Inc. Annual Report on Form
         10-K (file no. 1-4385) for the year ended December
         31, 1995, Part IV, Item 14(a)(3), Exhibit 10.26.

10.27    Assignment of promissory note in the original
         principal amount of $164,160 made by Consolidated
         Kapital, Inc. in favor of SHF Acquisition
         Corporation; Promissory Note dated January 24, 1992,
         made by Consolidated Kapital, Inc in favor of SHF
         Acquisition Corporation; Deed of Trust dated January
         24, 1992, made by Consolidated Kapital, Inc. is
         incorporated herein by reference to Dunes Hotels and
         Casinos Inc. Annual Report on Form 10-K (file no. 1-4385)
         for the year ended December 31, 1995, Part IV,
         Item 14(a)(3), Exhibit 10.27.

10.28    Assignment of promissory note in the original
         principal amount of $85,360 made by William A. Brown
         in favor of SHF Acquisition Corporation; Promissory
         Note dated April 6, 1995, made by William A. Brown
         in favor of SHF Acquisition Corporation; Deed of
         Trust dated April 6, 1995, made by William A. Brown
         is incorporated herein by reference to Dunes Hotels
         and Casinos Inc. Annual Report on Form 10-K (file
         no. 1-4385) for the year ended December 31, 1995,
         Part IV, Item 14(a)(3), Exhibit 10.28.

10.29    Assignment of promissory note in the original
         principal amount of $76,000 made by John P. Xepoleas
         and Monterey A. Xepoleas in favor of SHF Acquisition
         Corporation; Promissory Note dated March 10, 1995,
         made by John P. Xepoleas and Monterey A. Xepoleas in
         favor of SHF Acquisition Corporation; Deed of Trust
         dated March 10, 1995, made by John P. Xepoleas and
         Monterey A. Xepoleas is incorporated herein by
         reference to Dunes Hotels and Casinos Inc. Annual
         Report on Form 10-K (file no. 1-4385) for the year
         ended December 31, 1995, Part IV, Item 14(a)(3),
         Exhibit 10.29.

10.30    Assignment of promissory note in the original
         principal amount of $193,800 made by T. E. Duerr and
         P. A. Duerr, Trustees of the Duerr Family Revocable
         Trust dated October 14, 1987, in favor of SHF
         Acquisition Corporation; Promissory Note dated July
         22, 1992, made by T.E. Duerr and P. A. Duerr,
         Trustees of the Duerr Family Revocable Trust in
         favor of SHF Acquisition Corporation; Deed of Trust
         dated July 22, 1992, made by T.E. Duerr and P. A.
         Duerr, Trustees of the Duerr Family Revocable Trust
         is incorporated herein by reference to Dunes Hotels
         and Casinos Inc. Annual Report on Form 10-K (file
         no. 1-4385) for the year ended December 31, 1995,
         Part IV, Item 14(a)(3), Exhibit 10.30.

10.31    Assignment of promissory note in the original
         principal amount of $79,000 made by Raymond L. James
         and Cheryle James in favor of SHF Acquisition
         Corporation; Promissory Note dated December 7, 1994,
         made by Raymond L. James and Cheryle James in favor
         of SHF Acquisition Corporation; Deed of Trust dated
         December 7, 1994, made by Raymond L. James and
         Cheryle James is incorporated herein by reference to
         Dunes Hotels and Casinos Inc. Annual Report on Form
         10-K (file no. 1-4385) for the year ended December
         31, 1995, Part IV, Item 14(a)(3), Exhibit 10.31.

10.32    Installment Note dated January 17, 1996, made by
         Mukhtar Ahmad and Nazra P. Ahmad in favor of Willows
         Ranch Group, consisting of SHF Acquisition
         Corporation and 500 First Street wherein SHF
         Acquisition Corporation has a 91.90% interest is
         incorporated herein by reference to Dunes Hotels and
         Casinos Inc. Annual Report on Form 10-K (file no. 1-4385)
         for the year ended December 31, 1995, Part IV,
         Item 14(a)(3), Exhibit 10.32.

10.33    Purchase and Option Agreement by and between SHF
         Acquisition Corporation and West Coast Properties,
         LLC, undated, regarding the sale of 20 lots and an
         option to purchase an additional 20 lots at The
         Fairways is incorporated herein by Dunes Hotels and
         Casinos Inc. Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1996, Part II, Item 6,
         Exhibit 10.01.

10.34    Letter dated July 12, 1996 from Murieta Investors
         regarding Amended Purchase Agreement is incorporated
         herein by reference to Dunes Hotels and Casinos Inc.
         Quarterly Report on Form 10-Q for the quarter ended
         June 30, 1996, Part II, Item 6, Exhibit 10.01

10.35    Promissory note dated June 12,1996, between Golden
         State Trust and M & R Investment Company, Inc.; 
         Assignment of Rights to Payments, Consent to
         Assignment between Baby Grand Corp. and M & R
         Investment Company, Inc.;  Loan Agreement and
         Assignment between M & R Investment Company Inc. and
         Golden State Trust is incorporated herein by
         reference to Dunes Hotels and Casinos Inc. Quarterly
         Report on Form 10-Q for the quarter ended June
         30,1996, Part II, Item 6, Exhibit 10.02.

10.36    Real Estate Option Agreement dated September 27,
         1996, wherein M&R Investment Company, Inc. granted
         an Option to MARCOR PARTNERSHIP, a  general
         partnership, an Option to acquire M&R Investment
         Company, Inc's 66.667% interest in 2.16 acres of
         industrial property in Las Vegas, Nevada; 
         Memorandum Of Option for the purpose of recordation.

10.37    Purchase Agreement dated February 27, 1997 by and
         between Dana C. Hair ("Buyer") and Southlake
         Acquisition Corporation, a Nevada Corporation, and
         Jim Joseph, as Trustee of The Joseph Revocable
         Trust, each as to an undivided 1/2 interest wherein
         Buyer agrees to buy the property, more commonly
         known as The White Ranch for $6,000,000;  Exhibit
         "A" to purchase agreement, Legal description of the
         property;  Exhibit "B", there are no items in
         Exhibit B;  Exhibit "C", there are no items in
         Exhibit "C";  Exhibit "D", (i) Copy of a Field
         Tenant Lease dated January 5, 1997, between
         Southlake Acquisition Corporation and Phoenix
         Farming Company (ii) Copy of a Field Tenant Lease
         dated January 5, 1997, between Southlake Acquisition
         Corporation and Four B's Farms (iii) Copy of an
         Agricultural Lease dated September 8, 1992, and its
         amendment dated November 29, 1995 between Southlake
         Acquisition Corporation and J.G. Boswell Company
         (iv) Copy of a letter dated February 14, 1997, from
         Brent Bowen, Vice President, Southlake Acquisition
         Corporation to J. W. Boswell, President, J.G.
         Boswell Company (v) Copy of a Field Tenant Lease
         dated February 20, 1997, between Southlake
         Acquisition Corporation and W. William Blanken dba
         HWB  Farms.;  Exhibit "E", there are no items in
         Exhibit "E";  Exhibit "F", (i) Copy of the Angiola
         Water District Restated Water Distribution Agreement
         (ii) Copy of a Fax Transmittal dated February 12,
         1997, from Kevin Johansen, Angiola Water District,
         to Brent Bowen, Southlake Acquisition Corporation,
         describing portions of "the Property" lying within
         the boundaries of the Tulare Lake Basin Water
         Storage District and the Tulare Lake Drainage
         District, (iii) Copy of the Short Term State Water
         Contract between Tulare Lake Basin Water Storage
         District and Southlake Acquisition Corp. for the
         period January 1, 1997 through December 31, 1998,
         (iv)  Copy of the Ninth Amended Rules and
         Regulations Governing the Transmission of Water
         Under the Water Supply Contract Between the State of
         California, Department of Water Resources and the
         Tulare Lake Basin Water Storage District;  Exhibit
         "G", there are no items in Exhibit "G".

10.38    Agreement For The Purchase and Sale of Real Property
         dated February 21,1997, wherein SHF Acquisition
         Corporation agrees to sell to Celebrate, LLC, and/or
         assignee, a parcel of vacant land consisting of
         approximately .82 acres described as a portion of
         the W2, SW4, Se4 NW4 of Section 33, Township 195 and
         Range 61E, M.D.M.  The Property is further described
         as Arroyo Grande Unit 3 consisting of 4 lots.

10.39    Agreement For The Purchase and Sale of Real Property
         dated February 21,1997, wherein SHF Acquisition
         Corporation agrees to sell to Celebrate, LLC, and/or
         assignee, a parcel of vacant land consisting of
         approximately 11 gross acres described as a portion
         of the SW4, NW4 of Section 33, Township 195 and
         Range 61E, M.D.M.  The property is further described
         as Arroyo Grande Unit 2A and 2B consisting of 53
         lots.

10.40    Purchase and Option Agreement by and between SHF
         Acquisition Corporation and Murieta Investors, LLC,
         dated October 7, 1996, wherein SHF Acquisition
         Corporation sold 6 lots at The Fairways to Murieta
         Investors, LLC, and granted an option to Murieta
         Investors, LLC, to acquire 34 additional lots at The
         Fairways under terms and conditions described in the
         Purchase and Option Agreement.                

21.01    Subsidiaries of Registrant.

27.01    Financial Data Schedule