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 [Fee Required] for the
          fiscal year ended DECEMBER 31, 1995 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      (I.R.S. Employer Identification
 of incorporation or                No.)
 organization)

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 (2,007,453 common shares) computed
by reference to the price at March 1, 1996 ($.09375 per share)
was approximately $188,198.  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 March 1,
1996 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),
Dunes Inc., Dunes Hotel and Casino of Atlantic City Inc. (DAC), M
& R Corporation (MRC) and MRC's subsidiary M & R Investment
Company, Inc. (MRI) and MRI's subsidiaries SHF Acquisition
Corporation (SHF) and Southlake Acquisition Corporation
(Southlake).

     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 considers its principal business to be the
acquisition, development and sale of real estate, and related
financing thereof.  In that connection, the Company has invested
in a number of operating entities or properties, the most
significant of which is engaged in the retail land sales
business.  Other enterprises, which are held primarily for their
real estate investment potential, include less significant
operations in rice storage and drying, cattle feeding and
rentals.  Because these operations are continued primarily to
minimize the carrying costs of the underlying real estate
investments, pending their ultimate disposition, management
considers the Company to be engaged in only one business segment,
real estate-related investments.

RESOLUTION OF SASA DISPUTE AND THE SAN DIEGO PROPERTY

     Continental owned four parcels of unimproved noncontiguous
real property located northwest of San Diego, California (the San
Diego Property).  The San Diego Property was encumbered by a Deed
of Trust in favor of San Antonio Savings Association (SASA),
which real property was pledged as partial security for the
Company's obligation to SASA (the SASA Obligation) relating to
the Company's guarantee of a loan by SASA in the original amount
of $15,000,0000.

     From 1988, in connection with the SASA Obligation, the
Company has been involved in various disputes and litigation with
SASA and the Resolution Trust Corporation as receiver for SASA
(the RTC).  On November 28, 1994, the RTC recorded a Notice of
Default and Election to sell the San Diego Property.  On February
2, 1995, the Company, along with Continental and another
subsidiary, filed a lawsuit in the United States District Court,
Southern District of California against the RTC and SASA, seeking
(i) an injunction to enjoin the RTC and SASA from foreclosing on,
and selling the San Diego Property, (ii) damages in excess of
$5,000,000, and (iii) an accounting by the RTC and SASA.  On
April 3 and May 8, 1995, the District Court denied the Company's
request for an injunction.  The Company then sought stay relief
from the United States District Court of Appeals for the Ninth
Circuit.  On May 18, 1995, the Court of Appeals denied the
Company's request for stay relief.  The Company received notice
of a trustee's sale of the San Diego Property scheduled for May
19, 1995.  Because the San Diego Property would otherwise be
subject to sale on that date, Continental filed a petition for
Relief under Chapter 11 of the United States Bankruptcy Code on
May 18, 1995.  The bankruptcy case was subsequently transferred
to the United States Bankruptcy Court for the Southern District
of California.

     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, 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 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 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.  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, (ii) a deed of trust (the Nevada Deed of
Trust) on 53 partially developed residential lots located in 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.

REAL ESTATE AND RELATED ACTIVITIES:

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 March 1,
1996, 69 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.  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 Agreement
provides, 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 that 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
Resolution Trust Corporation as Receiver for San Antonio Savings
Association (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 a lot.

     On January 16, 1996, the Company signed a Letter of Intent
with West Coast Properties, LLC (WCP), whereby WCP offered to
purchase from the Company, 20 lots (the Phase I Lots) at The
Fairways and obtain an option to purchase an additional 20 lots
(the Phase II lots), with the intent of constructing single
family residences on the lots purchased.  The purchase price of
the Phase I Lots would be the sum of $40,000 per lot plus payment
of the Park Fees applicable to the Phase I Lots.  In addition,
the Company would receive 20% of the gross sale price of each
residential dwelling sold, less $40,000 (the Phase I Success
Payments), which would be paid to the Company upon the close of
each escrow.  The option to purchase the Phase II Lots would be
exercisable upon WCP's sale of an aggregate of any 15 of the
Phase I Lots with completed single-family residences located on
such lots and the Company's receipt of the Phase I Success
Payments.  The option expires on June 30, 1997, unless extended
by mutual agreement of the parties.  When WCP notifies the
Company that it intends to exercise the option it will make a
$25,000 non-refundable deposit, which deposit will be applied to
the purchase of the Phase II Lots upon exercise of the option. 
The purchase price of the Phase II Lots will be $45,000 per lot
plus payment of the Park Fees due on the Phase II Lots.  In
addition, the Company would receive 20% of the gross sale price
of each residential dwelling sold, less the $45,000, (the Phase
II Success Payments), which would be paid to the Company upon the
close of each escrow.  The Company will be permitted to sell any
of the Phase II Lots until such time as WCP exercises its option. 
Any Phase II Lots sold by the Company will be replaced with
comparable lots.  The parties are currently negotiating the final
terms of the document.  No assurance can be given that the
parties will be successful in completing the final documentation.

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 by various grain
growers, grain co-ops and grain processors.  The Storage Facility
can store approximately 34,000 tons of grain.

     In July 1993, SHF entered into a lease agreement with
California Dehydrating Co. (Cal-Dehy),  an entity controlled by
John B. Anderson, the Chairman of the Board, President and
controlling stockholder of the Company (each entity controlled by
John B. Anderson will hereinafter be identified as an Anderson
Entity), whereby SHF leased a rice drying facility (the Drying
Facility), owned by Cal-Dehy, located in West Sacramento,
California.  The term of the lease is for three years at an
annual rental of $60,000.  As a result of entering into the
aforementioned lease, it was no longer necessary to retain
Cal-Dehy to operate the storage facility.  In connection with its
operation of the drying and storage facility, it became necessary
for SHF to become licensed by the Commodity Credit Corporation. 
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 new lease with the new owner of
the Drying Facility.  The term of the new lease is for 2 years at
an annual rent of $54,000.

     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, is for one year.

     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 between $1,300,000 and
$1,500,000.  The Company has made a $47,484 deposit on a rice
dryer in anticipation of constructing The New Drying Facility. 
The total cost of the rice dryer is $221,373.  Construction of
The New Drying Facility is subject to various governmental
approvals and the ability of the Company to obtain adequate
financing.  It is anticipated that construction of the New Drying
Facility will begin in November 1996, and be completed in July
1997.  In the event the Company does not proceed with the
construction of The New Drying Facility, the Company will lose
its deposit on the rice dryer.

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. 
Approximately 5,850 acres of the White Ranch have been leased for
the 1996 crop year, to various tenants at rents ranging from
approximately $40 to $75 per acre.  Of the 10,000 acres, only
8,000 acres are farmable in its present condition.  Tenants are
required to pay all water usage charges applicable to the leased
land.

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 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 cleanup relating to
the diesel storage tanks at a cost of approximately $100,000. 
Clean up of the airstrip has required major excavation of
contaminated earth and the treatment and disposal thereof.  The
Company has disposed of a large amount of the contaminated earth
at an approved site for the storage of toxic wastes.  However,
4,000 cubic yards of contaminated earth still remain to be
disposed of.  The Company, through its chemical and toxic clean-up
consultant, has been working with the California State
Environmental Protection Agency, in seeking alternate means to
the disposal in toxic dump sites of chemical and toxics-laden
soil.  The State has participated in the funding of several
projects by a number of chemical treatment firms in efforts to
try other detoxification methods on the soil.

     Because of the ongoing testing the State has not imposed a
disposal date upon the Company.  Cost of disposal is estimated at
$100 per cubic yard.  The Company is unable to predict when the
ongoing testing will be completed or what the outcome of these
tests will be.  As of December 31, 1995, the Company has paid
$448,000 and has accrued $60,000 relating to the clean up,
including the $100,000 expended for the diesel storage tanks. 
The Company has not made an accrual for the cost, if any, of
removing the contaminated earth pending the results of the
various ongoing tests.

RESIDENTIAL LOTS, NORTH LAS VEGAS

     On May 3, 1995, the Company, through a foreclosure sale,
acquired 53 partially developed residential lots in North Las
Vegas, Nevada.  The 53 lots were formerly owned by Pine Ridge
Joint Venture (PRJV).  As part of the Settlement with the RTC,
the 53 lots are encumbered by a deed of trust in favor of the
RTC.  The Nevada Deed of Trust requires a $6,000 payment for the
release of a lot.

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 Clark
County, Nevada.  The development was scheduled to be completed in
two phases consisting of 32 residences which were to be completed
in 1994 in the first phase and the balance to be completed in
1994 and 1995 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. See "Residential Lots, North Las Vegas" above.  MRI
made an initial contribution to the joint venture of $500,000 in
return for a 20% interest in the joint venture capital and
profits.  During 1994, MRI contributed, both in the form of
capital and loans, an additional $280,000 and in return received
an additional 31% interest in the joint venture capital and
profits bringing MRI's interest to 51% as of December 31, 1994. 
MRI is to receive a preferential distribution on its capital
contributions and loans plus 15% interest thereon.  On November
1, 1994, the Company assumed all management responsibility of the
joint venture.  See Item 7. -- "Management's Discussion and
Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources."

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, Bank One 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.

OTHER ACTIVITIES:

CERTAIN LOANS

     From time to time the Company has made loans to various
Anderson Entities, Directors and Executive Officers 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 $2,523,000 plus
accrued interest in the amount of $171,000 at December 31,1995,
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 note to the present holder of
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 to the present holder of the first
deed of trust indebtedness.  If BGC is unable to pay the amount
due to the present holder of 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 $1,732,000 for which $1,400,000 has been previously
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
present holder of the first deed of trust indebtedness on The
Maxim filed and later canceled a Notice of Breach and Election to
Sell under its indebtedness in July 1995.  Since that time, the
first trust deed holder has threatened a further declaration of
default primarily as a result of the appointment of a receiver
for Mr. Anderson's assets (See 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.


RANCHO MURIETA PROPERTIES, INC./CBC BUILDERS, INC.

     During 1990 and 1991, the Company, through certain of its
subsidiaries, made loans to Rancho Murieta Properties, Inc.
(RMPI) (the RMPI Note) and to CBC Builders, Inc.  (CBC) (the
RMPI/CBC Loan) each of which are Anderson Entities located in
Rancho Murieta, California, in the approximate amount of
$1,400,000.

     The notes were collateralized by subordinated liens on
undeveloped land owned both by RMPI and CBC and an assignment of
notes receivable due CBC by Rancho Murieta Country Club (RMCC). 
In April 1994, the Federal Deposit Insurance Corporation (the
FDIC) foreclosed on all of the properties owned by CBC.  In June
1994, an arbitrator ruled that the notes owing to CBC by RMCC
were unenforceable.  The assignment of the RMCC notes was subject
to an inter-creditor agreement between SHF, MRI, and RMPI'S and
CBC'S legal counsel (the Inter-Creditor Agreement).

     In connection with a settlement agreement (the Agreement)
between RMPI and the Pension Trust Fund for Operating Engineers
(PTF) and RMCC, the Agreement provided for a payment in
satisfaction of certain of the obligations that had been pledged
to SHF and MRI.  Pursuant to the terms of the Inter-Creditor
Agreement, MRI and SHF received, on June 7, 1995, $345,337 of the
final settlement payment.  The Company does not anticipate
receiving any further payments, with the exception of the
assigned directors fees, on either the RMPI Note or the RMPI/CBC
Loan and therefore has written off the balance of the loans,
$1,055,000, against their related reserve.

     Mr. Anderson and Erik J. Tallstrom, a member of the
Company's Board of Directors, who also has an interest in RMPI
and CBC, assigned their directors fees to the Company to be
applied to the RMPI Note and the RMPI/CBC Loan.  The assignment
continues to remain in effect until changed by the Board of
Directors.

DIRECTORS

     In 1992, Mr. Andrew Marincovich, a member of the Company's
Board of Directors and Chairman of the Company's Audit Committee,
brought to the Company's Board of Directors, a proposal whereby
the Company and El Dorado Vineyards (El Dorado), a company
wholly-owned by Mr. Marincovich, would form a joint venture to
raise table grapes on vineyard land in which, according to Mr.
Marincovich, he had a 10% interest.  During the course of the
Company's due diligence period, Mr. Marincovich informed the
Company that he had acquired the remaining 90% interest in the
vineyard land.  During the course of its due diligence period,
the Company advanced $500,000 which was to be the Company's
contribution to the joint venture.  At the end of the due
diligence period, the Company decided not to go forward with the
joint venture and the advance was converted to a term loan to El
Dorado.

     In an effort to protect the Company's interest in ultimately
collecting the loan, the Company continued to advance funds (a)
to El Dorado, which funds were used by El Dorado for operating
expenses and (b) for payments, on behalf of Mr. Marincovich, to
the first lienholder on the vineyard land.  The advances were
evidenced by notes signed by El Dorado.  In addition, Mr.
Marincovich signed his personal guarantee, the recourse under
which was limited to the vineyard land and assigned his directors
fees to the Company to be applied to the El Dorado loans.  The
assignment continues to remain in effect until changed by the
Board of Directors.  Mr. Marincovich also executed a power of
attorney coupled with an interest to MRI or MRI's designee
allowing MRI or the designee the full right, power, and authority
to execute any and all documents necessary to sell, transfer,
and/or otherwise convey the vineyard land.

     In December 1995, the Company informed both Mr. Marincovich
and the first lienholder that it would no longer farm the
vineyard and therefore would no longer advance any additional
funds.  The Company was advised that Mr. Marincovich was unable
to make the required payments to the first lienholder on the
vineyard land.  On December 27, 1995, the first lienholder filed
a Notice of Default and Election to Sell Under Deed of Trust.  In
the event the vineyard land, owned by Mr. Marincovich, is sold at
the foreclosure sale for more than the demand of the first
lienholder, estimated to be approximately $1,400,000, Mr.
Marincovich is entitled to any excess proceeds.  Pursuant to Mr.
Marincovich's guarantee, the Company asserts a claim against such
excess proceeds, if any.

     As a result of the foregoing, the Company has written off as
a bad debt, approximately $881,000, which includes both principal
and unpaid interest, that was advanced to El Dorado.

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 consists of feeding both beef and dairy
cattle on a per diem basis.  It is estimated that it will take
between 5,000 and 6,000 head of cattle in order for the operation
to break even.  As of March 1, 1996, there were approximately
1,200 head of cattle in the feed lot.  In addition to its
original commitment, the Company has purchased approximately
$225,000 of equipment that it leases to the feed lot operation.

     On November 17, 1995, the holder of the first mortgage lien
on the feed lot, leased by Steadfast, filed a Notice of Default
and Election to Sell Under Deed of Trust.  The Trustee Sale is
scheduled to take place on March 22, 1996.  If Steadfast is unable
to negotiate a lease with the new owner of the feed lot, the
Company would be unable to recover its investment in the cattle
feeding operation and would suffer a significant loss on the sale
of the equipment that was purchased by the Company for use in the
cattle feeding operation.

MADDOCKS

     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
return for its contribution, the Company received a 25% interest
in the partnership.  Existing liens on the property remained the
sole liability of Maddocks. The partnership agreement provided
that no distribution would be made to Maddocks until the Company
received its capital contribution plus cumulative interest at the
rate of 10% from June 1, 1992.

     In November 1995, Maddocks and the Company agreed to sell
the partnership land, the partnership's only asset, 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.  The note bears interest at the rate of 8.25% annually. 
Principal payments of $24,343 plus accrued interest are due
annually commencing February 1, 1997 and continuing until
February 1, 2001, when the then remaining balance of principal
and accrued interest shall be all due and payable.  The note is
collateralized by a deed of trust on the property sold.

TRI-STAR JOINT VENTURE

     Tri-Star International Development (Tri-Star) and another
entity entered into a joint venture agreement relating to the
acquisition and development of real property located in North Las
Vegas, Nevada (the Tri-Star Joint Venture).  Tri-Star held a 50%
interest in the Tri-Star Joint Venture (the Tri-Star Interest). 
In April 1994, the Company invested $287,500 in the Tri-Star
Interest, in exchange for which the Company received a 25%
interest in the Tri-Star Interest.  The Company's investment was
to be used for certain engineering costs and mapping the
property.  The Company's interest was to be calculated as a
function of distributions payable to Tri-Star.  As a result of
the Company's investment, the Company had an indirect 12 1/2%
interest in the Tri-Star Joint Venture.

     On July 29, 1994, the other venturer in the Tri-Star Joint
Venture notified Tri-Star that Tri-Star had not fulfilled certain
of its obligations under the Tri-Star Joint Venture Agreement and
therefore the Tri-Star Joint Venture was terminated.  Termination
of the Tri-Star Joint Venture had the effect of terminating the
Company's indirect interest in the Tri-Star Joint Venture (and
the property to be developed).

     In January 1995, Tri-Star and the other venturer in the Tri-Star
Joint Venture agreed to take the issue of termination of the
Tri-Star Joint Venture to arbitration.  The Company intervened in
the arbitration.  The Company was subsequently informed that Tri-Star
had settled its dispute with the other joint venturer and
that the arbitration had been dismissed.

     The Company has been unable to determine the disposition of
the $287,500 it invested in the Tri-Star Joint Venture.  The
Company is considering what legal remedies may be available in
order to recover its investment.  See Item 7. -- "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

COMPETITION

     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 and in
Las Vegas, Nevada, 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.  In
Las Vegas, the Company competes on the basis of, among other
things, location, design and price of its entry level single-family homes.

     With respect to the Company's agricultural real estate, the
Company competes for tenants from 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.

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. 
Additionally, in October 1995, the Company sponsored the "Street
of Dreams" at the Fairways.  The Street of Dreams selects certain
custom home builders to build luxury custom homes at a high-end
residential development and opens the homes to the viewing
public.  Attendance at the Street of Dreams at the Fairways was
estimated to be approximately 75,000 people in 1995.

     The Company employs a sales consultant for the sale of its
entry level single-family homes in Las Vegas, Nevada, although
sales by independent real estate brokers are also encouraged. 
The Company primarily advertises in magazines and local
newspapers.  Additionally, the homes are marketed by means of
brochures, signs, customer referrals and Realtor contacts. 
Selling prices are set based on the market conditions and
competitive factors in Las Vegas.  As of December 31, 1995, there
were three unsold homes remaining.

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 and minimum elevations of properties.  All of
these regulations have increased the time and cost required to
market the Company's products.

CERTAIN INACTIVE SUBSIDIARIES

     The Company has been advised by the state of New Jersey,
Department of State, Division of Commercial Recording that
neither Dunes, Inc. nor Dunes Hotel and Casino of Atlantic City
Inc. (DAC) filed reports required by state statutes for two
consecutive years.  As a result, as of February 28, 1995, the
state of New Jersey revoked the active status of Dunes, Inc. and
DAC which can result in denial of their privilege of doing
business under their respective names.  The Company has no
current plans to resume operations or pursue business
opportunities in New Jersey and does not intend to contest the
action.

EMPLOYEES

     At March 1, 1996, the Company had 10 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

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 the city 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 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 provides for lots to be released upon payment
of $40,000 per lot to the RTC.  See "Item 1. Business -- Real
Estate and Related Activities -- The Fairways."

GRAIN STORAGE AND RICE DRYING FACILITIES

     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. 
The Company also leases a rice drying facility located in West
Sacramento, California.  The Company considers the drying
facility adequate at the present time.  See "Item 1. Business --
Real Estate and Related Activities -- Grain Storage and Rice
Drying Facilities."

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 and Related
Activities -- 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 and Related Activities - Sam Hamburg Farm".

RESIDENTIAL LOTS, NORTH LAS VEGAS

     The residential lots consist of 53 partially developed
residential lots located in the City of North Las Vegas.  As part
of the settlement of the SASA Obligation, the Company delivered
the RTC Settlement Note in the original principal amount of
$2,710,000.  The RTC Settlement Note is collateralized by, among
other things, the Nevada Deed of Trust on the Las Vegas
residential lots.  The deed of trust provides for lots to be
released upon payment of $6,000 per lot to the RTC.  See "Item 1.
Business - Real Estate and Related Activities - Residential Lots,
North Las Vegas."

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 July 31, 1996.  The Company also leases office space in
Davis, California on a month to month basis at a monthly rent of
$2,500.  The Company believes that the executive offices and the
Davis office are suitable for its needs.

ITEM 3.  LEGAL PROCEEDINGS

     SAN ANTONIO SAVINGS ASSOCIATION V. JACK BONA AND DUNES
HOTELS AND CASINOS INC., United States District Court for the
District of New Jersey, Case Number 85-5461(R), instituted
January 8, 1986.  These proceedings were dismissed on December 6,
1995.  See "Item 1 - Business - Resolution of SASA Dispute and
the San Diego Property."

     MORRIS A. SHENKER V. ANDREW MARINCOVICH, United States
Bankruptcy Court for the Eastern District of Missouri (Eastern
Division), Case No. 84-00001-BKC-JJB, Adversary No. 88-0161,
instituted June 28, 1988.  This case was dismissed on January 16,
1996.

     DUNES HOTELS AND CASINOS INC., ET AL. V. RESOLUTION TRUST
CORPORATION, ET AL., United States District Court, Southern
District of California, Case No.  95-139-R(RBB), instituted on
February 2, 1995.  These proceedings were dismissed on December
6, 1995.  See "Item 1 - Business - Resolution of SASA Dispute and
the San Diego Property" for a discussion of the Settlement
Agreement between the parties to this litigation.

     DUNES HOTELS AND CASINOS INC., ET AL., APPELLANT V.
RESOLUTION TRUST CORPORATION, APPELLEE, Ninth Circuit Court of
Appeals, Case No. 95-55591, instituted on April 24, 1995.  These
proceedings were dismissed on December 19, 1995.  See "Item 1 -
Business - Resolution of SASA Dispute and the San Diego Property"
for a discussion of the Settlement Agreement between the parties
to this litigation.

     IN RE:  CONTINENTAL CALIFORNIA CORPORATION, United States
Bankruptcy Court, Southern District of California, Case No. 95-21992
LBR, instituted on May 18, 1995.  These bankruptcy
proceedings were dismissed on November 9, 1995.  See "Item 1 -
Business - Resolution of SASA Dispute and the  San Diego
Property" for a discussion of the Settlement Agreement between
the parties to this litigation.

     CONTINENTAL CALIFORNIA CORPORATION V. RESOLUTION TRUST
CORPORATION, ET AL., United States Bankruptcy Court, Southern
District of California, Adversary Proceeding No. 95-90469-LA11,
instituted on May 18, 1995. These adversary proceedings were
dismissed on November 24, 1995.  See "Item 1 - Business -
Resolution of SASA Dispute and the San Diego Property" for a
discussion of the Settlement Agreement between the parties to
this litigation.

     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. 
Pursuant to the Stipulation and the Order, the FDIC and the
Anderson Parties agreed to a 60 day period (the Negotiation
Period) to attempt to negotiate and execute a written agreement
for the resolution of the FDIC claims.  The original Negotiation
Period was extended for an additional 60 day period and has since
been extended to March 15, 1996.  The Company has been advised
that on March 13, 1996, Mr. Anderson, the Anderson Parties and
the FDIC submitted to the court a stipulation which extends the
negotiation period to the thirtieth day following delivery of
notice from the FDIC that the period is to terminate.  If a
written settlement agreement is reached, Mr. Anderson and the
Anderson Parties will have an additional 60 days from the date of
execution of the settlement agreement to perform under the
settlement agreement.  Both periods may be extended by written
agreement of the parties.  If a settlement is not reached prior
to the close of the Negotiation Period, the FDIC may submit the
original consent judgment to the District Court, (i) the Anderson
Parties will be liable to the FDIC for a sum in excess of
$63,000,000, (ii) the pledged assets of the Anderson Parties,
including the 3,000,000 shares of common stock of the Company,
will come into control of a receiver, and (iii) the interests of
the Anderson Parties in the pledged assets will be foreclosed.
Although the Company is not a party to the complaint, if the
original consent judgment is entered, it will result in a change
in control of the Company and may adversely effect the Company's
ability to collect on certain obligations owed to the Company by
the Anderson Parties.

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.

     1996                          HIGH                LOW
     1st Quarter
     (through March 1, 1996)       3/32                3/16

     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

     1994                          HIGH                LOW
     1st Quarter                   7/8                 3/16
     2nd Quarter                   1/2                 1/8
     3rd Quarter                   3/8                 1/16
     4th Quarter                   9/16                1/8

     At December 31, 1995, the Company's transfer agent reported
that there were approximately 1,838 holders of record of the
Company's common stock, and approximately 759 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 $1,028,000 as of December 31, 1995. 
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".
^M
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, 1993, 1994 and 1995 should be read in conjunction
with the more detailed audited Consolidated Financial Statements
and Notes thereto appearing elsewhere herein, including the
Independent Auditors' Report.

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

                                                           Year ended December 31,
                                 1991             1992              1993                1994                1995 
                                                 (Dollars in thousands, except per share data)

<S>                             <C>              <C>              <C>                  <C>                 <C>
Continuing operations:
 Net sales and other
  operating revenue             $   544          $ 1,232          $ 1,387              $3,203              $4,014

Income (loss) from
 continuing operations          $ 3,931         ($ 1,431)        ($ 1,678)           ($ 1,195)            ($2,075)

Extraordinary item,
 net of tax                                                                                                $8,346
 
Earnings (loss) per
 common share before
 extraordinary item             $   .51          ($  .20)         ($  .25)            ($  .19)            ($  .32)

Extraordinary item
 per common share                                                                                          $ 1.30

Earnings (loss) per
 common share                   $   .51          ($  .20)         ($  .25)            ($  .19)             $  .98

As of the end of period:
  Total assets                  $28,190          $22,963          $21,262             $19,962             $16,727

  Working capital
  (deficiency)                 ($ 6,081)        ($ 9,395)        ($10,736)           ($ 9,702)             $  496

  Long-term debt and
   capital lease
   obligations                  $    41          $    25          $    25              $  146              $2,589

  Shareholders'
   equity                       $12,412          $ 9,298          $ 7,545              $6,275             $12,304

  Book value per
   common share                 $  1.65          $  1.43          $  1.16              $  .97              $ 1.93

</TABLE>

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

    The Consolidated Financial Statements and the 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.

    LIQUIDITY AND CAPITAL RESOURCES.  As of December 31, 1995,
the Company had working capital of $496,000 as compared to a
deficit working capital of $9,702,000 as of December 31, 1994. 
The increase in working capital was due primarily to the
settlement of the SASA Obligation.  During the year ended
December 31, 1995, cash and cash equivalents decreased by
$379,000 from $874,000 at December 31, 1994, to $495,000 at
December 31, 1995.  The most significant sources of cash were
provided by operations ($728,000), the collection of loans made
to others ($1,873,000), including $600,000 received from BGC, the
sale of marketable securities ($435,000) and proceeds received
from short term debt ($133,000).  The most significant uses of
cash in 1995, consisted of payments made to the RTC on the SASA
Obligation ($410,000), the purchase of the Solano County Option
($1,043,000), loans made to related parties ($594,000), the
purchase of 53 partially developed lots in North Las Vegas
($445,000), the purchase of 85,000 shares of the Company's common
stock from Morris Shenker, et al. ($170,000), the investment in
Steadfast Cattle Company and the purchase of equipment related
thereto ($364,000), payments on short term debt ($134,000) and
the purchase of two notes receivable collateralized by real
estate ($120,000).  In addition, the Company received a credit of
$1,500,000 against the SASA Obligation as a result of the
transfer of the San Diego property to the RTC which is described
in more detail below.

    Results of operations for the year ended December 31, 1995,
were adversely impacted due to a number of factors including: 
(i) a bad debt write off of a loan made to a company wholly-owned
by a Director of the Company ($454,000); (ii) a write-down to
estimated realizable value of real estate held for sale
($284,000); (iii) a loss related to the Pine Ridge Joint Venture
($706,000); and (iv) bad debts, related to other loans, in the
amount of $226,000.  The Company anticipates that these types of
losses will not occur in the future.

    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 cost of the cattle operation; to fund the required
payments due on the note to the RTC; to fund the build out of the
53 lots in North Las Vegas, if the Company decides to do so; to
fund a portion of the construction costs of the New Drying
Facility; and to fund general and administrative expenses.

    The Company believes that sources of required liquidity will
be cash generated from the storage and drying facilities,
anticipated lot sales at The Fairways, collection of notes
resulting from sales at The Fairways, collection of rents at the
White Ranch, Success Payments related to the WCP venture, the
collection of the Maddocks investment, and the sale or build out
of the 53 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.

    In connection with the Company's loan to El Dorado, a
company wholly owned by Andrew Marincovich, the Company assumed
responsibility for farming the vineyard land which consisted of
raising different varieties of table grapes.  The Company
expended approximately $432,000 on growing costs, including
$55,000 paid to the holder of the first lien on the vineyard
property and approximately $496,000 on harvesting, storage and
selling costs.  Revenue from the sale of the table grapes as of
December 31, 1995, approximated $875,000.  The vineyard property,
owned by Mr. Marincovich, is encumbered by a loan and first deed
of trust in the original amount of $1,300,000 (the Marincovich
Loan).  On January 5, 1995 the Company paid the first lienholder
$50,000 as a principal reduction on the Marincovich Loan.  The
Marincovich Loan was due in full on July 1, 1995.  In December
1995, the Company informed both Mr. Marincovich and the first
lienholder that it would no longer farm the vineyard and
therefore would no longer advance additional funds.  The Company
was advised that Mr. Marincovich was unable to make the required
payments to the first lienholder on the vineyard property.  On
December 27, 1995, the first lienholder filed a Notice of Default
and Election to Sell Under Deed of Trust.  In the event the
vineyard land is sold at the foreclosure sale for more than the
demand of the first lienholder, estimated to be $1,400,000, Mr.
Marincovich is entitled to any excess proceeds.  Pursuant to Mr.
Marincovich's guarantee, the Company asserts a claim against such
excess proceeds, if any.  No assurance can be given that the
vineyard property will sell for an amount in excess of the first
lienholders demand.  See "Item 1. -- Business -- Other Activities
-- Certain Loans -- Directors" for a more comprehensive
discussion of the El Dorado Loan and related issues.

    On October 24, 1995, the Company, along with its
subsidiaries Continental, MRI, and SHF, entered into the
Settlement Agreement with the RTC in connection with 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.  The Settlement Agreement modifies and restructures and
refinances and extends further credit to the Company in
accordance with the terms and conditions set forth 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 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 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, (ii) the Nevada Deed of
Trust on 53 unsold partially developed, residential lots located
in 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.  The
Rancho Murieta Deed of Trust provides for individual lots to be
released upon payment of $40,000 per lot to the RTC.  The Nevada
Deed of Trust provides for individual lots to be released upon
payment of $6,000 per lot to the RTC.  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.

    The holder of the first lien on 8 completed lots in phase 1
of the PRJV foreclosed on the lots in December 1995.  The Company
anticipates that the sale of the remaining completed homes in
phase 1 will cover any additional cash requirements that may be
needed.  Due to cash overruns, lack of timely completion and sale
of houses, disbursements made not benefitting the joint venture
and the apparent inability of AJD to cover its deficit equity in
the joint venture, the Company has provided a $486,000 reserve
against its investment in the joint venture.

    In May 1995, the Company acquired 53 partially developed,
residential lots at a foreclosure sale.  The lots were formerly
owned by PRJV.  The Company is currently evaluating whether to
sell the lots "as is" or to build single family homes on them. 
The Company has retained a consultant and a general contractor to
advise the Company as to what course of action it should take.

    On January 16, 1996, the Company signed a Letter of Intent
with West Coast Properties, LLC (WCP), whereby WCP offered to
purchase from the Company, 20 lots (the Phase I Lots) at The
Fairways and obtain an option to purchase an additional 20 lots
(the Phase II lots), with the intent of constructing single
family residences on the lots purchased.  The purchase price of
the Phase I Lots would be the sum of $40,000 per lot plus payment
of the Park Fees applicable to the Phase I Lots.  In addition,
the Company would receive 20% of the gross sale price of each
residential dwelling sold, less $40,000, (the Phase I Success
Payments), which would be paid to the Company upon the close of
each escrow.  The option to purchase the Phase II Lots would
commence upon WCP'S sale of an aggregate of any 15 of the Phase I
Lots with completed single-family residences located on such lots
and the Company's receipt of the Phase I Success Payments.  The
term of the option will expire on June 30, 1997, unless extended
by mutual agreement of the parties.  When WCP notifies the
Company that it intends to exercise the option it will make a
$25,000 non-refundable deposit, which deposit will be applied to
the purchase of the Phase II Lots upon exercise of the option. 
The purchase price of the Phase II Lots will be $45,000 per lot
plus payment of the Park Fees due on the Phase II Lots.  In
addition, the Company would receive 20% of the gross sale price
of each residential dwelling sold, less the $45,000, (the Phase
II Success Payments), which would be paid to the Company upon the
close of each escrow.  The Company will be permitted to sell any
of the Phase II Lots until such time as WCP exercises its option. 
Any Phase II Lots sold by the Company will be replaced with
comparable lots.  The parties are currently negotiating the final
terms of the document.  No assurance can be given that the
parties will be successful in completing the final documentation.

    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 between
$1,300,000 and $1,500,000.  The Company has made a $47,484
deposit on a rice dryer in anticipation of constructing The New
Drying Facility.  The total cost of the rice dryer is $221,373. 
Construction of The New Drying Facility is subject to various
governmental approvals and the ability of the Company to obtain
adequate financing.  It is anticipated that construction of the
New Drying Facility will begin in November 1996 and be completed
in July 1997. In the event the Company does not proceed with the
construction of The New Drying Facility, the Company will lose
its deposit on the rice dryer.

    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 Company (Steadfast).  The feed lot is
located in Gonzales, California on land leased from the former
owner.  The operation consists of feeding both beef cattle and
dairy cattle on a per diem basis.  It is estimated that it will
take between 5,000 and 6,000 head of cattle in order for the
operation to break even.  As of March 1, 1996, there were
approximately 1,200 head of cattle in the feed lot.  In addition
to its original commitment, the Company has purchased
approximately $225,000 of equipment that it leases to the feed
lot operation.  On November 17, 1995, the holder of the first
mortgage lien on the feed lot filed a Notice of Default and
Election to Sell Under Deed of Trust.  The Trustee Sale is
scheduled to take place on March 22, 1996. If Steadfast is unable
to negotiate a lease with the new owner of the feed lot, the
Company would be unable to recover its investment in the cattle
feeding operation and would suffer a significant loss on the sale
of the equipment that was purchased by the Company for use in the
cattle feeding operation.

    If Mr. Anderson and the Anderson Parties and the FDIC do not
reach a settlement, and the FDIC were to foreclose on Mr.
Anderson's and the Anderson Parties assets, it will result in a
change in control of the Company and may adversely effect the
Company's ability to collect on the BGC Note.

    The Company continues to have ongoing cash requirements,
which may be as much as $400,000 in the next twelve month period,
arising out of environmental clean up costs at its Hamburg Farm
property.  The Company has not made an accrual for the cost, if
any, of removing the contaminated earth pending the results of
the various ongoing tests.  See "Item 1. -- Business -- Real
Estate and Related Activities -- Sam Hamburg Farm".

    Because the Company operates predominantly in the
Sacramento, California area and the Las Vegas, Nevada area, the
Company's land sales and other operations could be affected by
adverse changes in economic conditions in those areas.

    The Company has no present intention to pay dividends on
either its common or preferred shares.

    RESULTS OF OPERATIONS:  1995 vs. 1994.  The loss before the
extraordinary item for the year ended December 31, 1995,
increased by $880,000 when compared with the year ended December
31, 1994.  Net income, after the extraordinary item, for the year
ended December 31, 1995, increased by $7,466,000 when compared
with the year ended December 13, 1994.  The increase in net
income, after the extraordinary item, was due to the gain that
was recognized on the settlement of the SASA Obligation.  The
$880,000 increase in the loss before the extraordinary item for
the year ended December 31, 1995, was due to a decrease in the
profit margin on sales of real estate ($134,000) and a decrease
in rental income of $385,000.  The decrease in rental income was
due to fewer acres being leased and lower rental rates than in
prior years.  Operating expenses for the year ended December
31,1995 increased by $251,000 when compared with the year ended
December 31, 1994. The increases and decreases in certain
component of operating expenses consists of the following: (i)
the reclassification of write-down of real estate held for sale
from Other (Charges) Credits to operating expense ($284,000),
(ii) an increase in advertising expense as a result of sponsoring
the Street Of Dreams (150,000), (iii) a decrease in consulting
fees resulting from completion of construction work at The
Fairways, (iv) a decrease of $68,000 in property taxes,
homeowners dues and utility charges as a result of lot sales at
The Fairways.

    RESULTS OF OPERATIONS:  1994 vs. 1993.  The loss before
income taxes and cumulative effect of change in accounting
principle for the year ended December 31, 1994 decreased by
approximately $609,000 when compared with the year ended December
31, 1993.  Income from real estate operations increased by
approximately $501,000 in 1994 when compared to 1993.  This was
due to an increase in the sale of lots at The Fairways, 13 lots
in 1994 as compared to 3 lots in 1993.  Rental income increased
by approximately $306,000 in 1994 when compared to 1993.  This
increase was partially offset by an increase in water assessments
of approximately $278,000 in 1994.  Storage and drying income
increased by approximately $253,000 in 1994 when compared to
1993.  This increase is due primarily to operating the drying
facility for 12 months in 1994 as compared to 6 months in 1993.

    Total operating expenses decreased by $41,000 in 1994 when
compared with 1993.  Selling, general and administrative expenses
increased by approximately $286,000.  This was due to the
decision to expense the carrying costs applicable to The Fairways
in 1994, which similar expenses were capitalized in 1993.  Bad
debt expense decreased by approximately $630,000 in 1994 when
compared with 1993.  This was due in part by the write off
applicable to the Continental Connector loan in 1993.  Increases
in farming and storage and drying expenses were attributable to
operation of the drying facilities for 12 months in 1994 vs. 6
months in 1993 and an increase in water assessment fees in 1994. 
Other items having an adverse effect on 1994 operations included
a $500,000 write down of investments made in certain real estate
joint ventures and a provision for doubtful notes receivable of
$427,000 relating to a loan to a company wholly owned by a
director.

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-34
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.

    The Company's Audit Committee has been evaluating whether
the loan transaction with El Dorado, a company wholly owned by
Mr. Marincovich, described elsewhere herein, adversely impacted
Mr. Marincovich's independence as a director serving on the Audit
Committee.  At its March 5, 1996 Board meeting, upon
recommendation of the independent directors, other than
Mr. Marincovich, the Company's Board of Directors ruled that
Mr. Marincovich was independent.  See "Item 1 -- Business --
Other Activities -- Directors."

    The directors elect from their number the chairman of the
board and the president of the Company, which offices are
occupied by John B. Anderson.  The board appoints other officers
as the board deems suitable, to serve at the pleasure of the
board.  The officers of the Company hold office for the term for
which such officer is appointed and until his successor has been
elected and qualified.  Currently there are no executive officers
of the Company who do not also serve as 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, 53, 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, and real estate and other businesses in
California.  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, 67, is and has been a director, officer and
member of the audit committee of the Company; and director and
officer of certain of the Company's subsidiaries since December
1984.  He is and has been employed by Anderson Farms (an Anderson
Entity) since 1981 as a business and financial analyst.  Mr.
Bowen has experience in the hotel/casino, farming, real estate,
home-building, rice mill, commodities and banking industries.

    James H. Dale, 64, 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, 74, 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, accountancy corporation, a certified public accounting
firm in Rancho Palos Verdes, California, and is President of El
Dorado Vineyards, Inc., a table grape vineyard.  He is a
Certified Public Accountant, licensed to practice in California.

    Donald J. O'Leary, 65, 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, 52, 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, 65, 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, 48, 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, 1995.


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, 1995.

<TABLE>
<CAPTION>

                    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($)            Bonus($)         ($)              ($)     

<S>             <C>              <C>                  <C>          <C>              <C>
John B.
 Anderson,      1995             $     --             $    --      $    --          $64,278(1)
 Chairman of    1994                   --                  --           --           73,134(1)
 the Board and  1993                   --                  --           --           68,640(1)
 President      

James H. Dale,  1995             $102,400             $20,000           --          $15,000(2)
Treasurer       1994              100,000               1,800           --           15,000(2)
                1993               90,660                  --           --           15,000(2)

<FN>
    (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:

          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

          1993  Annual Directors fees              $   15,000
                Payments of certain
                expenses on behalf
                of Mr. Anderson                        53,640
                                                   $   68,640

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

    As a result of the purchase of two lots in The Fairways in
1993, Mr. Dale was indebted to the Company in the amount of
$105,000 which consisted of two notes in the amount of $52,500
each.  Mr. Dale paid the notes on May 12, 1995.

COMPENSATION OF DIRECTORS

    The Company pays each director an annual fee of $15,000 paid
quarterly.  Directors fees due Mr. Anderson and Mr. Tallstrom are
retained by the Company and applied against amounts due the
Company from entities owned or controlled by Mr. Anderson and Mr.
Tallstrom.  Directors fees due Mr. Marincovich are retained by
the Company and applied against amounts due the Company by El
Dorado.  The assignments will remain in effect until changed by
the Board of Directors.  See "Item 1. -- Business -- Other
Activities -- Certain Loans". 

    Messrs. Marincovich, Pearson, Bowen, Pasquale and O'Leary
are all members of the Company's Audit Committee.  Until May
1995, members of the Company's Audit Committee were compensated
at the rate of $175 per hour.  Beginning in June 1995, 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 1995,
Messrs. Marincovich, Pearson, Pasquale, O'Leary and Bowen were
paid $15,140, $12,500, $10,480, $15,500, and $7,000 respectively. 
Mr. Bowen began receiving Audit Committee fees on June 1, 1995.

    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)                  4,367,643                 68.5%
P.O. Box 1410
Davis, CA  95617

Federal Deposit Insurance            4,367,643                 68.5%
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.
                                                            Percent of
Name of Beneficial              Amount and Nature of        Common Stock
Owner                         Beneficial Ownership(1)       Outstanding 

John B. Anderson(2)                  4,367,643                 68.5%

Brent L. Bowen(3)                        2,000                     *

Andrew P. Marincovich(3)                   200                     *

All Directors and Officers
as a Group (3 Persons)               4,369,843                 68.5%
                                          
* 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,
     86,887 shares are held by an entity in which Erik
     Tallstrom, a director of the Company, is a general partner
     with Anderson.

          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.  The action arose out of a judgment
     in the original principal amount of $33,700,000 entered in
     the Nevada State Court in 1986 against Anderson and others.

          On September 12, 1995, Anderson and the named
     defendants entered into that certain Stipulation and Order
     For: Entry of Order Appointing Receiver and For Injunctive
     Relief, and For Entry of Consent Judgment (the
     Stipulation).  The Stipulation includes a provision for a
     consent judgment against Anderson and the named defendants
     (the Consent Judgment).  If the Consent Judgment is entered
     in accordance with the Stipulation, Anderson and the named
     defendants will be liable to the FDIC for a sum in excess
     of $66,000,000; the assets of Anderson and the named
     defendants, including common stock of the Company, will
     come into the control of a receiver; and the interests of
     Anderson and the named defendants in the assets will be
     foreclosed.  On the same day, the Nevada Federal Court
     entered its Order Appointing Receiver and Granting
     Injunctive Relief (the Order).  The Order stayed certain
     powers granted to the receiver, but allows the receiver to
     review the assets, observe the operations, and inspect
     certain books and records, including the Company's,
     relating to the assets of Anderson and the named
     defendants.

          Pursuant to the Stipulation and Order, the FDIC,
     Anderson and the named defendants reached various
     agreements with regard to the claims of the FDIC.  The FDIC
     and Anderson and the named defendants agreed to a 60 day
     negotiation period (the Negotiation Period) to attempt to
     negotiate and execute a written agreement for the
     resolution of the FDIC claims (the Settlement Agreement). 
     The original negotiation period was extended for an
     additional sixty day period and has since been extended to
     March 15, 1996.  The Company has been advised that on March
     13, 1996, Mr. Anderson and the Anderson Parties and the
     FDIC submitted to the court a stipulation which extends the
     negotiation period to the thirtieth day following delivery
     of notice from the FDIC that the period is to terminate. 
     If the Settlement Agreement is reached by the end of the
     Negotiation Period, unless extended by written agreement,
     Anderson and the named defendants will have an additional
     60 days from the date of execution of the Settlement
     Agreement, unless extended by written agreement, in which
     to perform under the Settlement Agreement (the Closing
     Period).  If Anderson and the named defendants do not
     perform the Settlement Agreement within the Closing Period,
     the FDIC may submit the Consent Judgment to the Nevada
     Federal Court for immediate entry.

          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 143,269 shares.  The
     difference consists of 250,000 shares which were purchased
     by the Company in January 1992, and 106,731 shares
     purchased by BGC.  Neither 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 68.5% 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 assumed the position of
Eureka with respect to the Debtor-Creditor Agreement.

     As of December 31, 1995, BGC was indebted to MRI in the
principal amount of $2,523,000 plus accrued interest in the
amount of $171,000.  Refer to "Item 1. -- Business -- Certain
Loans" for a more detailed discussion of the BGC loan.

     As of December 31, 1995, the Company wrote off the RMPI
Note and the RMPI/CBC Loan against the related reserves.  In
addition to Mr. Anderson, director Erik Tallstrom holds ownership
interests in RMPI and CBC.  Refer to "Item 1. -- Business --
Certain Loans" for a more detailed discussion of the RMPI and
RMPI/CBC loans.

     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 7. -- Management's Discussion and
Analysis of Financial Condition and Results of Operations" for a
more detailed discussion of this transaction.

     In December 1992, MRI made available to El Dorado, a grape
vineyard corporation owned by Andrew Marincovich, a member of the
Company's Board of Directors and Chairman of the Company's Audit
Committee, a line of credit in the amount of $500,000 which was
converted to a loan when the full amount of the line of credit
was drawn.  In an effort to protect the Company's interest in
ultimately collecting the loan, the Company continued to advance
funds to El Dorado.  In December 1995, the Company wrote off as a
bad debt, approximately $881,000 that was advanced to El Dorado. 
Refer to "Item 1. -- Business -- Certain Loans" for a more
detailed discussion of the El Dorado loan.

     As a result of the purchase of two lots in The Fairways in
1993, Mr. Dale was indebted to the Company in the amount of
$105,000, which consisted of two notes in the amount of $52,500
each.  Mr. Dale paid the notes on May 12, 1995.

OTHER

     In July 1993, SHF entered into a lease agreement with Cal-Dehy
whereby SHF leased from Cal-Dehy its rice drying facility
located in West Sacramento, California.  On January 1, 1996, the
Company entered into an agreement with Cal-Dehy regarding the use
of the Cal-Dehy name and a Covenant Not To Compete.  Refer to
"Item 1. -- Business -- Real Estate and Related Activities --
Grain Storage and Drying Facilities" for a more detailed
discussion of this transaction.

                             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, 1995 and 1994     F-2

          Statements of income (loss), three years ended
          December 31, 1995, 1994 and 1993                    F-4

          Statements of shareholders' equity, three years
          ended December 31, 1995, 1994 and 1993              F-6

          Statements of cash flows, three years ended
          December 31, 1995, 1994 and 1993                    F-7

          Notes to Consolidated Financial Statements, three
          years ended December 31, 1995, 1994 and 1993        F-9

     2.   Financial Statement Schedules:

          Schedule VIII                                       S-1

          Schedule XI                                         S-4

          Schedule XII                                        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.

      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.

      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.

      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.

      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.

      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.

      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.

      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.

      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.

      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.

      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.

      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.

      21.01  Subsidiaries of Registrant.

      27.01  Financial Data Schedule

     (b)     Reports on Form 8-K

      8K.01  November 22, 1995.  This report on Form 8-K, Item
             5, reported the dismissal of the Continental
             Bankruptcy Case.

                            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 and           Treasurer (Principal
   President                           Accounting and
   (Principal Executive Officer)       Financial Officer)

Dated March 28, 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 28, 1996

/s/ Brent L. Bowen                                
Brent L. Bowen         Director                    March 28, 1996

/s/ James H. Dale                                
James H. Dale          Director                    March 28, 1996

/s/ Andrew P. Marincovich                                
Andrew P. Marincovich  Director                    March 28, 1996

/s/ Donald J. O'Leary                                
Donald J. O'Leary      Director                    March 28, 1996

/s/ Edward Pasquale                                
Edward Pasquale        Director                    March 28, 1996

/s/ Wayne O. Pearson                                
Wayne O. Pearson       Director                    March 28, 1996

/s/ Erik J. Tallstrom                                
Erik J. Tallstrom      Director                    March 28, 1996

                   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, 1995 and 1994, and the related consolidated statements of
income (loss), shareholders' equity and cash flows for the three
years ended December 31, 1995, 1994 and 1993.  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 audit.

     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 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, 1995 and 1994, and the results of their operations and their
cash flows for the three years ended December 31, 1995, 1994 and
1993, in conformity with generally accepted accounting
principles.

     The Company has engaged in significant business activity and
transactions with related parties including real estate
investment and lending (Note 4).  Some of these loans have
resulted in losses and another may result in future losses
depending upon the outcome of the matter involving the Federal
Deposit Insurance Corporation discussed in Note 4a(1).

     In connection with our audit 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
March 1, 1996

               DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEETS

                          DECEMBER 31, 1995 AND 1994


                                    ASSETS


                                                          1995        1994
                                                       (Dollars in thousands)
Current assets:
  Cash and cash equivalents                           $      495  $      874
  Marketable securities                                      511         855
  Trade receivables, less allowance of $23 in 1995           256         514
  Current maturities of long-term notes receivable:
     Related parties                                         398         357
     Real estate sales                                       272         335
     Other                                                   167         655
  Inventory                                                   89
  Prepaid expenses                                           142         249

         Total current assets                              2,330       3,839

Real estate held for development and sale                  6,565       7,951

Property and equipment, less accumulated depreciation 
  and amortization, 1995, $325; 1994, $261                 4,701       4,744

Other assets:
  Long-term notes receivable, less current maturities:
    Related parties, including interest, less allowance 
      of $1,566 in 1995 and $2,967 in 1994                   729       1,123
    Officer and director, less allowance of $427 in 1994                 421
    Other, less allowance of $1,174 in 1994                  784         530
  Investments                                              1,566       1,346
  Deferred costs and other                                    52           8

                                                           3,131       3,428

                                                      $   16,727  $   19,962






                                (continued)





               DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEETS

                         DECEMBER 31, 1995 AND 1994
 

                     LIABILITIES AND SHAREHOLDERS' EQUITY


                                                        1995        1994
                                                     (Dollars in thousands)

Current liabilities:
  Short-term debt, contract payable                 $       75  $       76
  Current portion of long-term debt                        208          22
  Resolution Trust Corporation as Receiver
    for San Antonio Savings Association                             11,985
  Trade payables                                           100         174
  Accrued expenses and other                                73          58
  Accrued preferred stock dividend                       1,028         956
  Deferred income                                           23          23
  Income taxes                                             327         247

    Total current liabilities                            1,834      13,541

Long-term debt, net of current portion                   2,589         146

Shareholders' equity:
  Preferred stock - authorized 10,750,000
    shares ($.50 par);  issued 10,512 shares,
    Series B $7.50 cumulative Preferred
    stock, aggregate liquidation value $2,229
    including dividends in arrears                           5           5
  Common stock, $.50 par; authorized 25,000,000
    shares; issued 7,799,780 shares, outstanding
    6,375,096 shares in 1995 and 6,460,096 shares
    in 1994                                              3,900       3,900
  Capital in excess of par                              25,881      25,881
  Deficit                                              (15,482)    (21,681)

                                                        14,304       8,105

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

    Total shareholders' equity                          12,304       6,275

                                                    $   16,727  $   19,962



             See notes to consolidated financial statements.

               DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF INCOME (LOSS)

                YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

                                              1995        1994        1993
                                                 (Dollars in thousands,
                                                   except per share)
Operating Revenues:
  Sales of real estate, including sales
    to officer of $150,000 in 1993        $    1,901  $    1,558  $      301
  Cost of real estate sales                    1,824       1,347         285

                                                  77         211          16

  Other operating revenue                      2,113       1,645       1,086
  Cost of other operating revenue              1,913       1,155         851

                                                 200         490         235

                                                 277         701         251
Operating expenses:
  Selling, administrative and general          1,479       1,388       1,102
  Bad debts                                      226         197         827
  Depreciation                                    69          63          64
  Write-down of real estate held for sale        284                     839

                                               2,058       1,648       2,832

Loss before other (charges) credits, income
  taxes, cummulative effect of change in
  accounting principle and extraordinary
  item                                        (1,781)       (947)     (2,581)

Other (charges) credits:
  Interest and dividend income                   595         578         583
  Interest expense                               (37)        (10)         (7)
  Provision for doubtful notes receivable,
    El Dorado Vineyards, Inc., wholly-owned
      by a director of the Company              (454)       (427)
  Loss on real estate investments                           (500)
  Bad debt recovery                              336
  Partnership income (loss)                     (781)         23
  Securities gains, net:
    Realized                                                  37
    Unrealized                                    26          20
  Other credits                                   34          39         209

                                                (281)       (240)        785




                                     (continued)
   


                   DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME (LOSS)

                    YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


                                              1995        1994        1993
                                                 (Dollars in thousands,
                                                    except per share)

Loss before income taxes, cumulative effect
 of change in accounting principle and
 extraordinary item                           (2,062)     (1,187)     (1,796)

Income taxes                                     (13)         (8)

Loss before cumulative effect of change in
 accounting principle and extraordinary item  (2,075)     (1,195)     (1,796)


Effect of change in accounting principle                                 118


Loss before extraordinary item                (2,075)     (1,195)     (1,678)
Extraordinary item, net of taxes of $80        8,346

Net income (loss)                         $    6,271  $   (1,195) $   (1,678)



Income (loss) per common share:
  Income (loss) before cumulative effect
   of change in accounting principle      $    (0.32) $    (0.19) $    (0.27)
  Effect of change in accounting principle                              0.02
  Extraordinary item                            1.30

  Net income (loss)                       $     0.98  $    (0.19) $    (0.25)



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

                    CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                     YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

                                (Dollars in thousands)



                                       Preferred stock              Common stock           Capital
                                          issued (1)                   issued               in
                                                                                           excess
                                    Shares          Amount      Shares         Amount      of par   Deficit

<S>                                  <C>                <C>    <C>               <C>      <C>      <C>
Balance, January 1, 1993             10,152             $5     7,799,780         $3,900   $25,881  ($18,658)

Accrued dividends, Preferred                                                                            (75)
Net loss                                                                                             (1,678)

Balance, December 31, 1993           10,152              5     7,799,780          3,900    25,881   (20,411)

Accrued dividends, Preferred                                                                            (75)
Net loss                                                                                             (1,195)

Balance, December 31, 1994           10,152              5     7,799,780          3,900    25,881   (21,681)

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

Balance, December 31, 1995           10,152             $5     7,799,780         $3,900   $25,881  ($15,482)

<CAPTION>
                                            Preferred                   Common              Total
                                          treasury stock             treasury stock         share-
                                                                                           holders'
                                      Shares         Amount      Shares         Amount      equity


<S>                                    <C>            <C>     <C>               <C>        <C>
Balance, January 1, 1993               (902)          ($70)   (1,339,684)       ($1,760)   (1,830)

Accrued dividends, Preferred                                                                    0
Net loss                                                                                        0

Balance, December 31, 1993             (902)           (70)   (1,339,684)        (1,760)   (1,830)

Accrued dividends, Preferred                                                                    0
Net loss                                                                                        0

Balance, December 31, 1994             (902)           (70)   (1,339,684)        (1,760)   (1,830)

Accrued dividends, Preferred                                                                    0
Purchase of treasury stock                                       (85,000)          (170)     (170)
Net income                                                                                      0

Balance, December 31, 1995             (902)          ($70)   (1,424,684)       ($1,930)  ($2,000)

<FN>
  (1)  Series B, $7.50 dividend, voting and non-convertible
         (liquidation value $125 per share)
</FN>
</TABLE>

See notes to consolidated financial statements.


                   DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 1995, 1994 and 1993

                                              1995        1994        1993
                                           (Dollars in Thousands)
Cash flows from operating activities:
   Net income (loss)                      $    6,271  $   (1,195) $   (1,678)
 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       331         717         951
   Non-cash gain from settlement of
    liabilility                               (8,619)
   Depreciation                                   69          63          64
   Cost of real estate sold                    1,732       1,172         254
   Gain on disposition of assets                  (2)
   Non-cash portion of real estate sales        (323)       (777)       (178)
   Write-down of real estate held for sale       284                     837
   Provision for losses on investments           346         428
   Partnership loss - net                        435          50
   Gain on marketable securities                 (26)        (57)
   Changes in certain assets and liabilities:
    Decrease (increase) in trade receivables     235        (123)       (242)
    Decrease (increase) in inventory             (89)
    Decrease (increase) in prepaid expenses      107           2          90
    Decrease (increase) in deferred costs
     and other                                   (44)         (2)         27
    Increase (decrease) in trade payables        (74)       (175)        (37)
    Increase (decrease) in accrued expenses       15         (20)         54
    Increase (decrease) in deferred income                     4         (12)
    Increase (decrease) in income taxes           80                    (119)
                                              (5,543)      1,282       1,689
  Net cash provided by operating activities      728          87          11
Cash flows from investing activities:
   Payments made for real estate held
    for sale                                    (445)         (6)       (608)
   Capital expenditures                         (146)                    (21)
   Cash paid for other investments            (1,367)       (568)       (500)
   Proceeds from other investments                            12         124
   Investment in marketable securities           (65)       (835)       (124)
   Proceeds from sale of marketable
    securities                                   435       1,286
   Payments received on notes receivable       1,873       1,282         624
   Loans made to related parties                (594)       (718)       (558)
   Loans made to others                         (193)       (645)       (200)
   Cash from funds held in escrow                            459
   Proceeds from disposition of property          10          87
  Net cash provided by (used in) investing
   activities                                   (492)        354      (1,263)


                                   (continued)


                DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                 YEARS ENDED DECEMBER 31, 1995, 1994 and 1993


                                              1995        1994        1993
                                                  (Dollars in Thousands)
Cash flows from financing activities:
   Proceeds from short-term debt          $      133  $      137  $
   Payments on short-term debt                  (134)       (186)        (20)
   Payments on long-term debt                   (444)        (38)         (9)
   Payments for treasury stock                  (170)

  Net cash (used in) financing activities       (615)        (87)        (29)

Increase (decrease) in cash and cash
 equivalants                                    (379)        354      (1,281)
Cash and cash equivalents, beginning of
 year                                            874         520       1,801

Cash and cash equivalents, end of year    $      495  $      874  $      520


Supplemental disclosures of cash flow
 information:
   Cash paid during the year for:
    Interest                              $       10  $       10  $        7
 
Supplemental schedules of non-cash
 investing and financing activities:
   Total liability settled                $    8,985  $           $       25
   Less cash paid                                                        (20)
   Less assets transferred                      (366)
   Non-cash gain from extraordinary
    items -- settlement of liabilities    $    8,619  $           $        5

   Total revenue from real estate sold    $    1,901  $    1,558  $      301
   Less cash received from real estate
    sales                                  $   (1,578)  $    (781) $     (123)

   Notes receivable resulting
    from sales                                   323         777         178


   Property and equipment acquired
    through a capitalized lease           $       73

   Dividends paid through accrued
    liability                             $       72  $       75  $       75





                    See notes to consolidated financial statements.


          DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


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), Dunes Inc., Dunes Hotel and Casino of
      Atlantic City, Inc. (DAC), M & R Corporation (MRC) and
      MRC's subsidiary, M & R Investment Company, Inc. (MRI) and
      MRI's subsidiaries SHF Acquisition Corporation (SHF) and
      Southlake Acquisition Corporation (Southlake), 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 at December 31, 1994, because the Company intends
      to liquidate its interest in 1996.  PRJV is accounted for
      on the equity method.  The Company did not consolidate
      Steadfast Cattle Company (Steadfast), a Limited Liability
      Company in which the Company has a 50% interest. 
      Steadfast is accounted for on the equity method.

     Description of business:
 
     The Company considers its principal business to be the
      acquisition, development and sale of real estate, and
      related financing thereof. In that connection, the Company
      has invested in a number of operating entities or
      properties, the most significant of which is engaged in
      the retail land sales business.  Other enterprises, which
      are held primarily for their real estate investment
      potential, include less significant operations in rice
      storage and drying, cattle feeding and rentals.  Because
      these operations are continued primarily to minimize the
      carrying costs of the underlying real estate investments,
      pending their ultimate disposition, management considers
      the Company to be engaged in only one business segment,
      real estate-related investments.
     
     The Company's real estate investments are concentrated in
      Northern California and, to a lesser extent, near Las
      Vegas, Nevada.  Accordingly, ultimate realization of these
      investments will be affected by changes in local economic
      conditions.

     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.


1.   Summary of significant accounting policies (continued):

     Income (loss) per share:
 
     Income (loss) per common share has been computed using the
      weighted average number of shares outstanding during the
      year:  6,429,822, 6,460,096 and 6,460,096 for the years
      ended December 31, 1995, 1994 and 1993, respectively. 
      Dividends on nonconvertible preferred stock - Series B
      have been deducted from income or added to the loss
      applicable to common shares.

     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.

     Reclassifications:

     Certain amounts in the Company's consolidated statements of
      income (loss) for the years ended December 31, 1994 and
      1993 have been reclassified to conform to the 1995
      presentation.  Such reclassification has no effect on the
      results of operations.

     Inventory:

     Growing crop inventory consists of costs associated with
      table grapes, being grown by the Company, at El Dorado
      Vineyards.  The inventory is stated at estimated market
      value, which is less than cost.  Cattle inventory consists
      of the cost of cattle held in a feed lot for future sale.
      The cattle inventory is stated at estimated market value,
      which is less than cost.

     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.

     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) are as
      follows:

                                        Carrying    Fair
                                         Amount    Value
                                     (Dollars in thousands)
     Cash, cash equivalents and
      marketable securities              $1,006   $1,006   (a)
     Notes receivable, real estate
      sales                               1,224    1,224   (b)
     Note receivable, related party
      (the BGC Note)                      1,127            (c)
     Solano County Option                 1,043    1,043   (d)
     Long-term debt                      (2,797)           (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.

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

3.   Fair value of financial instruments (continued):

     (d)  The fair value of the Solano County Option is estimated
          based on an appraisal of the real property 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.

     (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 Note 9 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 68.5% of the
          Company's common stock as of March 1, 1995.

          (1)  Baby Grand Corp. d/b/a Maxim Hotel and Casino (the
               Maxim), Las Vegas, Nevada, an Anderson Entity,
               owed the Company $2,523,000 plus accrued interest
               in the amount of $171,000 at December 31, 1995,
               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
               note to the present holder of 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 to the
               present holder of the first deed of trust
               indebtedness.  If BGC is unable to pay the amount
               due to the present holder of 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 $1,732,000 for which $1,400,000 has
               been previously provided for.  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 present holder of the first deed of trust
               indebtedness on The Maxim filed and later canceled
               a Notice of Breach and Election

4.   Related party transactions (continued):

     a.   (1)  continued

               to Sell under its indebtedness in July 1995. 
               Since that time, the first trust deed holder has
               threatened a further declaration of default
               primarily as a result of the appointment of a
               receiver for Mr. Anderson's assets.  In the event
               the first trust deed lender declares a default,
               the BGC Note will also be in default.

               On February 6, 1996, the Company was informed that
               the Nevada State Gaming Control Board had
               instituted an administrative disciplinary action
               against BGC.  The complaint alleges that BGC
               violated certain conditions relating to BGC's
               gaming license when it purchased the Solano County
               Option and seeks a fine in an undetermined amount. 
               (There may also be a declaration of default by the
               present holder of the first deed of trust
               indebtedness, which would trigger a default under
               the BGC Note).  If this action results in a
               material fine against BGC, there could be a
               material adverse effect on the Company's ability
               to collect the BGC Note.  

               The Federal Deposit Insurance Corporation (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

               Pursuant to the Stipulation and Order, the FDIC
               and the Anderson Parties agreed to a 60 day period
               (the Negotiation Period) to attempt to negotiate
               and execute a written agreement for the resolution
               of the FDIC claims.  The original Negotiation
               Period was extended for an additional 60 day
               period and has since been extended to March 15,
               1996.  The Company has been advised that on March
               13, 1996, Mr. Anderson and the Anderson Parties
               and the FDIC submitted to the court a stipulation
               which extends the negotiation period to the
               thirtieth day following delivery of notice from
               the FDIC that the period is to terminate.  If a
               written settlement agreement is reached, Mr.
               Anderson and the Anderson Parties will have an
               additional 60 days from the date of execution of
               the settlement agreement to perform under the
               settlement agreement.  Both periods may be
               extended by written agreement of the parties.  If
               a settlement is not reached prior to the close of
               the Negotiation Period, the FDIC may submit the
               original consent judgment to the District Court,
               (i) $63,000,000, (ii) the pledged assets of the
               Anderson Parties, including the 3,000,000 shares
               of common stock of the Company, will come into
               control of a receiver, and (iii) the interests of
               the Anderson Parties in the pledged assets will be
               foreclosed.  If such a foreclosure were to take
               place, it would have a material adverse effect on
               the Company's ability to collect on the BGC Note. 
               Although the Company is not a party to the
               complaint, if the original consent judgment is
               entered, it will result in a change in control of
               the Company.

               The Company is unable to predict whether Anderson
               will be able to reach the Settlement Agreement,
               perform the Settlement Agreement, or the other
               circumstances under which the Consent Judgement
               could be entered.

          (2)  For the year ended December 31, 1993, the Company
               paid an Anderson Entity accounting and consulting
               fees of $47,240.  For the years ended December 31,
               1995, 1994 and 1993, $49,278, $58,134 and $53,640,
               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.  At its
               January 1996 Board of Directors and Audit
               Committee meeting, the Audit Committee approved
               payments on behalf of Mr. Anderson of up to
               $65,000 for the year 1996.

          (3)  During 1990 and 1991, the Company, through certain
               of its subsidiaries, made loans to Rancho Murieta
               Properties, Inc. (RMPI) (the RMPI Note) and to CBC
               Builders, Inc. (CBC) (the RMPI/CBC Loan) each of
               which are Anderson Entities located in Rancho
               Murieta, California, in the approximate amount of
               $1,400,000.

4.   Related party transactions (continued):

     a.   (3)  continued

               The notes were collateralized by subordinated
               liens on undeveloped land owned by both RMPI and
               CBC and an assignment of notes receivable due CBC
               by Rancho Murieta Country Club (RMCC).  In April
               1994, the FDIC foreclosed on all of the properties
               owned by CBC.  In June 1994, an arbitrator ruled
               that the notes owing to CBC by RMCC were
               unenforceable.  The assignment of the RMCC notes
               was subject to an inter-creditor agreement between
               SHF, MRI, and RMPI'S and CBC'S legal counsel (the
               Inter-creditor Agreement).

               In connection with a settlement agreement (the
               Agreement) between RMPI and the Pension Trust Fund
               for Operating Engineers and RMCC, the Agreement
               provided for a payment in satisfaction of certain
               of the obligations that had been pledged to SHF
               and MRI.  Pursuant to the terms of the Inter-creditor
               Agreement, MRI and SHF received, on June
               7, 1995, $345,337 of the final settlement payment. 
               The Company does not anticipate receiving any
               further payments, except for the assignment of
               directors fees discussed below, on either the RMPI
               Note or the RMPI/CBC Loan and therefore, has
               written the loans off against their related
               reserves.

               Mr. Anderson and Erik J. Tallstrom, a member of
               the Company's Board of Directors, who also has an
               interest in RMPI and CBC, assigned their directors
               fees to the Company to be applied to the RMPI Note
               and the RMPI/CBC Loan.  The assignment continues
               to remain in effect until changed by the Board of
               Directors.

          (4)  Directors:

               In 1992, Mr. Andrew Marincovich, a member of the
               Company's Board of Directors and Chairman of the
               Company's Audit Committee, brought to the
               Company's Board of Directors, a proposal whereby
               the Company and El Dorado Vineyards (El Dorado), a
               company wholly-owned by Mr. Marincovich, would
               form a joint venture to raise table grapes on
               vineyard land in which, according to Mr.
               Marincovich, he had a 10% interest.  During the
               course of the Company's due diligence period, Mr.
               Marincovich informed the Company that he had
               acquired the remaining 90% interest in the
               vineyard land. During the course of its due
               diligence period, the Company advanced $500,000
               which was to be the Company's contribution to the
               joint venture.  At the end of the due diligence
               period, the Company decided not to go forward with
               the joint venture and the advances were converted
               to a term loan to El Dorado.

4.   Related party transactions (continued):

     a.   (4)  continued

               In an effort to protect the Company's interest in
               ultimately collecting the loan, the Company
               continued to advance funds to (a) El Dorado, which
               funds were used by El Dorado for operating
               expenses and (b) for payments, on behalf of Mr.
               Marincovich, to the first lien holder on the
               vineyard land.  The advances were evidenced by
               notes signed by El Dorado.  In addition, Mr.
               Marincovich signed his personal guarantee, the
               recourse under which, was limited to the vineyard
               land and assigned his directors fees to the
               Company to be applied to the El Dorado loans.  The
               assignment continues to remain in effect until
               changed by the Board of Directors.  Mr.
               Marincovich also executed a power of attorney
               coupled with an interest to MRI or MRI'S designee
               allowing MRI or the designee the full right,
               power, and authority to execute any and all
               documents necessary to sell, transfer, and/or
               otherwise convey the vineyard land. 

               In 1995, the Company assumed responsibility for
               farming the vineyard land which consisted of
               raising different varieties of table grapes.  The
               Company expended approximately $432,000 on growing
               costs, including interest of $55,000 paid to the
               holder of the first lien on the vineyard property,
               and approximately $496,000 on harvesting, storage
               and selling costs.  Revenues from the sale of the
               table grapes approximated $875,000.  The vineyard
               property, owned by Mr. Marincovich, is encumbered
               by a loan and first deed of trust in the original
               amount of $1,300,000 (the Marincovich Loan).  On
               January 5, 1995, the Company paid the first lien
               holder $50,000 as a principal reduction on the
               Marincovich Loan.  The Marincovich Loan was due in
               full on July 1, 1995.  In December 1995, the
               Company informed both Mr. Marincovich and the
               first lien holder that it would no longer farm the
               vineyard and therefore would no longer advance
               additional funds.  The Company was advised that
               Mr. Marincovich was unable to make the required
               payments to the first lienholder on the vineyard
               property.  On December 27, 1995, the first lien
               holder filed a Notice of Default and Election to
               sell Under Deed of Trust.  In the event the
               vineyard land is sold at the foreclosure sale for
               more than the demand of the first lien holder,
               estimated to be approximately $1,400,000,
               Mr. Marincovich is entitled to any excess
               proceeds.  Pursuant to Mr. Marincovich's personal
               guarantee, the Company asserts a claim against
               such excess proceeds, if any.  No assurance can be
               given that the vineyard property will sell for an
               amount in excess of the first lienholder's demand.

               As a result of the foregoing, the Company has
               written off as a bad debt, approximately $881,000,
               which includes both principal and unpaid interest,
               that was advanced to El Dorado.

4.   Related party transactions (continued):

     a.   (4)  continued

               The Company's Audit Committee has been evaluating
               whether the loan transaction with El Dorado, a
               company wholly-owned by Mr. Marincovich, adversely
               impacted Mr. Marincovich's independence as a
               director serving on the Audit Committee.  At its
               March 5, 1996 Board meeting, upon the
               recommendation of the independent directors, other
               than Mr. Marincovich, the Company's Board of
               Directors ruled that Mr. Marincovich was
               independent.

          (5)  SHF entered into an agreement with California
               Dehydrating Co. (Cal-Dehy) an Anderson entity
               which owns a rice drying facility in West
               Sacramento, California (the Cal-Dehy Facility)
               whereby SHF paid Cal-Dehy $50,000 per year to
               operate the grain storage facility.  Fees paid to
               Cal-Dehy for the year ended December 31, 1993,
               amounted to $37,500.  In July 1993, SHF entered
               into a lease agreement with Cal-Dehy whereby SHF
               leased the Cal-Dehy Facility.  The term of the
               lease is for three years at an annual rental of
               $60,000.  As a result of entering into the
               aforementioned lease, it was no longer necessary
               to retain Cal-Dehy to operate the storage
               facility.  In connection with its operation of the
               drying and storage facilities, it became necessary
               for SHF to become licensed by the Commodity Credit
               Corporation.  In February 1995, the Cal-Dehy
               facility was the subject of a foreclosure action
               which terminated the SHF lease.  On March 1, 1995,
               the Company entered into a lease with the new
               owner of the drying facility.  The term of the new
               lease is for two years at an annual rental of
               $54,000.

               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.

               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 between $1,300,000 and $1,500,000.  The
               Company has made a $47,484 deposit on a rice dryer
               in anticipation of constructing The New Drying
               Facility.  The total cost of the rice dryer is
               $221,373.  Construction of The New Drying Facility
               is subject to various governmental approvals and
               the ability of the Company to obtain adequate
               financing.  It is anticipated that construction of
               the New Drying Facility will begin in November
               1996 and be completed in July 1997.  In the event
               the Company does not proceed with the construction
               of The New Drying Facility, the Company will lose
               its deposit on the rice dryer.

5.   Real estate held for development and sale:

     Real estate held for development and sale consists of the
      remaining portion of approximately 50 acres of developed
      residential land in Rancho Murieta, Sacramento County,
      California (now known as The Fairways) and 53 partially
      developed, single-family residential lots located in the
      City of North Las Vegas (the Las Vegas Lots).

     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 March 1, 1996, 69 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 will expire in twenty years.  The
      Company is unable to predict what amount, if any, will be
      received under the Reimbursement Agreement.  The rights to
      reimbursement 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 provides, 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

5.   Real estate held for development and sale (continued):

      maintained that the park fees, applicable to each lot,
      were due only when that 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 with the Resolution
      Trust Corporation as Receiver for San Antonio Savings
      Association (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 a lot.

     On February 11, 1994, the Board of Directors of RMCC adopted
      a resolution whereby a RMCC golfing membership may be
      transferred by a member lot owner to another lot or to any
      other lot owner within the Rancho Murieta subdivision. 
      During 1994, RMCC, RMPI and PTF entered into various
      agreements which settled all litigation between the
      parties and affirmed the right of the members of RMCC to
      purchase the Country Club facilities.  The Company
      believes that both of these events will have a positive
      impact on the sale of lots at The Fairways.

     The Company has instituted incentives at The Fairways
      whereby lot buyers who finance the purchase of a lot with
      the Company, will not be required to pay interest for
      certain periods  depending on their down payment.  In
      October 1995, the Company sponsored the Street Of Dreams. 
      The Street of Dreams selects high-end custom home
      developments, selects custom home builders to build luxury
      custom homes and opens the homes to the viewing public. 
      Attendance at the Street of Dreams was estimated to be
      approximately 75,000 people.

     On January 16, 1996, the Company signed a Letter of Intent
      with West Coast Properties, LLC (WCP), whereby WCP offered
      to purchase from the Company, 20 lots (the Phase I Lots)
      at The Fairways and obtain an option to purchase an
      additional 20 lots (the Phase II lots), with the intent of
      constructing single family residences on the lots
      purchased.  The purchase price of the Phase I Lots would
      be the sum of $40,000 per lot plus payment of the Park
      Fees applicable to

5.   Real estate held for development and sale (continued):

      the Phase I Lots.  In addition, the Company would receive
      20% of the gross sale price of each residential dwelling
      sold, less $40,000, (the Phase I Success Payments) which
      would be paid to the Company upon the close of each
      escrow.  The option to purchase the Phase II Lots would be
      exercisable upon WCP'S sale of an aggregate of any 15 of
      the Phase I Lots with completed single-family residences
      located on such lots and the Company's receipt of the
      Phase I Success Payments.  The term of the option will
      expire on June 30, 1997, unless extended by mutual
      agreement of the parties.  When WCP notifies the Company
      that it intends to exercise the option it will make a
      $25,000 non-refundable deposit, which deposit will be
      applied to the purchase of the Phase II Lots upon exercise
      of the option.  The purchase price of the Phase II Lots
      will be $45,000 per lot plus payment of the Park Fees due
      on the Phase II Lots.  In addition, the Company would
      receive 20% of the gross sale price of each residential
      dwelling sold, less the $45,000, (the Phase II Success
      Payments), which would be paid to the Company upon the
      close of each escrow.  The Company will be permitted to
      sell any of the Phase II Lots until such time as WCP
      exercises its option.  Any Phase II Lots sold by the
      Company will be replaced with comparable lots.  The
      parties are currently negotiating the final terms of the
      document.  No assurance can be given that the parties will
      be successful in completing the final documentation. 

     On May 3, 1995, the Company, through a foreclosure sale,
      acquired 53 partially developed residential lots located
      in the City of North Las Vegas, Nevada.  The 53 lots were
      formerly owned by Pine Ridge Joint Venture (PRJV).  As
      part of the settlement with the RTC, the 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
      a lot.

6.   Property and equipment and accumulated depreciation and amortization:

                                                      1995        1994   
                                                   (Dollars in thousands)

     Land and land improvements                    $   3,106  $    3,290
     Building and improvements                         1,679       1,679
     Machinery and equipment                             241          36
                                                       5,026       5,005
     Less accumulated depreciation
      and amortization                                   325         261

                                                   $   4,701  $    4,744

6.   Property and equipment and accumulated depreciation and amortization
     (continued):

     Included in land and land improvements is $2,800,000
      relating to the White Ranch and $146,000 relating to Sam
      Hamburg Farms.  The White Ranch consists of 10,000 acres
      of agricultural land in which the Company has a 50%
      interest.  The Company and the other co-owner share
      profits and losses equally.  The Company has leased, for
      the 1996 crop year, approximately 5,850 acres of the White
      Ranch to various tenants, at rents ranging from
      approximately $40 to $75 per acre.  Of the 10,000 acres,
      only 8,000 acres are farmable in its present condition. 
      Tenants are required to pay all water usage charges
      applicable to the leased land.  Sam Hamburg Farm consists
      of 150 acres.  Of the 150 acres, 40 acres contain the
      airstrip and the shop areas which are the focus of
      continuing attempts at chemical cleanup.  The remaining
      110 acres are leased to various tenants at an annual
      rental of approximately $20,000.

7.   Long-term notes receivable:
                                                      1995        1994   
                                                   (Dollars in thousands)

     RMPI and CBC, including accrued
      interest                                     $          $    1,401
     Prime plus 1% note due from
      Continental Industries, Inc.(a)                              1,174
     BGC, including interest                           2,692       3,047
     Officer and Director                                            105
     El Dorado, wholly-owned by a
      director of the Company                                        744
     Various real estate notes,
      collateralized by deeds of trust
      with interest ranging from
      8% to 10% (b)                                    1,224         648
     Other                                                           870
                                                       3,916       7,989
     Less allowances for doubtful
      collectibility (c)                              (1,566)     (4,568)
     Less current maturities                            (837)     (1,347)
                                                 $     1,513  $    2,074


     (a)  The note arose from the sale of the former electronic
          subsidiary's assets.  As of December 31,1995, the
          Continental Industries, Inc. note has been written off
          against the related allowance.

     (b)  Included in the various real estate notes is
          approximately $725,000 resulting from the sale of lots
          at the Fairways at Rancho Murieta.  These notes are
          subject to a collateral assignment in favor of the RTC. 
          See Note 10 of Notes to Consolidated Financial
          Statements.

7.   Long-term notes receivable (continued):

     (c)  The allowance for doubtful collectibility applies to
          and consists of the following:

                                                      1995        1994   
                                                   (Dollars in thousands)

          RMPI and CBC                             $           $   1,401
          Continental Industries, Inc.                             1,174
          Baby Grand Corp.                             1,566       1,566
          El Dorado                                                  427
                                                   $   1,566   $   4,568

8.   Investments:
                                                      1995        1994   
                                                   (Dollars in thousands)
     Investments at cost, net of
      valuation allowances, consist of:
      Solano County Option (a)                     $   1,045   $        
      Unimproved land, San Diego,
       California (b)                                                366
      Pine Ridge Joint Venture (c)                        45         568
      Partnership, Willows Ranch (d)                     406         406
      Tri-Star Joint Venture (e)                                        
      Steadfast Cattle Company (f)                        64
      Other                                                6           6
                                                  $    1,566 $     1,346


     (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, and Anderson Entity, Bank One 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 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.

8.   Investments (continued):

     (b)  Continental owned four parcels of unimproved
          noncontiguous real property located northwest of San
          Diego, California.  Pursuant to the terms of the
          settlement agreement with the RTC, Continental
          transferred the San Diego Property to the RTC in
          consideration of a $1,500,000 credit against the SASA
          Obligation.  See Notes 9 and 10 of Notes To
          Consolidated Financial Statements.

     (c)  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 1994 in the first phase
          and the balance to be completed in 1994 and 1995 in the
          second phase.  In connection with MRI's participation
          in the joint venture, Mr. Wayne Pearson, a member of
          the Company's Board of Directors and the Company's
          Audit Committee, received a $5,000 finder's fee.

          MRI contributed $500,000 to the joint venture in return
          for a 20% interest in profits and capital.  In
          addition, the joint venture agreement provides that MRI
          is to receive a 15% preference on its capital
          contribution and a 15% increase in its share of profits
          and capital each time MRI was required to make an
          additional capital contribution.  AJD's capital
          contribution consisted of their net equity in the lots
          to be developed.  In addition, AJD was to be
          responsible for the financing, construction and sale of
          the finished residences.  In June 1994, AJD informed
          MRI that the joint venture needed an additional $75,000
          to cover operating expenses and construction costs. 
          MRI contributed the $75,000 to the joint venture and in
          return received an additional 10% interest in the
          profits and capital of the joint venture thereby
          bringing MRI's interest to 30%.  During the months from
          July to November 1994, the joint venture continued to
          experience financial difficulties and MRI was forced to
          make additional advances to the joint venture which
          totaled $205,000.  On or about November 1, 1994, MRI
          informed AJD that it was taking control of the entire
          operation of the joint venture at which time the
          $205,000 advanced by MRI was converted to a loan
          bearing interest at the rate of 15%.  In addition,
          MRI's interest in profits and capital was increased by
          21% thereby bringing MRI's interest in the joint
          venture to 51%.

          In August 1994, the Company was notified that a Notice
          of Default and Election to Sell Under Deed of Trust had
          been filed in connection with a $400,000 note which was
          collateralized by property representing approximately
          60% of the property owned by PRJV.  PRJV had until
          December 30, 1994 to cure the default.  PRJV was unable
          to find financing satisfactory to the Company.  On
          December 31, 1994, SHF purchased the note from the note
          holder for approximately $426,600 which included
          approximately $20,000 in delinquent interest and
          foreclosure and title fees in the approximate amount of
          $6,600.

8.   Investments (continued):

     (c)  continued

          Due to cost overruns, lack of timely completion and
          sales of houses, disbursements made not benefitting the
          joint venture and the apparent inability of AJD to
          cover its deficit equity in the joint venture, the
          Company has provided a $486,000 allowance against its
          investment in the joint venture.

          Summarized condensed unaudited financial information of
          PRJV as of 1995 and 1994 is as follows:

                                                      1995        1994   
                                                  (Dollars in thousands)
          BALANCE SHEET DATA
          Assets:
           Cash and construction
            funds held in escrow                   $       1   $     293
           Work in progress, including
            land held for sale                           574       2,178
           Other                                          25          46
                                                   $     600   $   2,517
          Liabilities and Equity:
           Accounts payable                        $     144   $     270
           Construction and land
            loans payable                                799       1,884
           Equity                                       (343)        363
                                                   $     600   $   2,517
          OPERATING STATEMENT DATA
          Sales                                    $   1,266   $   1,180
          Cost of sales                               (1,580)     (1,276)
          Loss from operations                          (706)       (234)
          Net loss                                      (706)       (582)

          On February 6, 1996, the holder of the first lien
          foreclosed on 8 finished lots in Phase 1. The Company
          anticipates however, that the sale of the remaining
          homes in Phase 1 will cover any additional cash
          requirements that may be needed by PRJV.

     (d)  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 

8.   Investments (continued):

     (d)  continued

          loan and Maddocks contributed the net equity in the
          real estate that served as collateral for the Company's
          loan.  In return for its contribution, the Company
          received a 25% interest in the partnership.  Existing
          liens on the property remained the sole liability of
          Maddocks.  The partnership agreement further provided
          that no distribution would be made to Maddocks until
          the Company had received its capital contribution plus
          cumulative interest at the rate of 10% from June 1,
          1992.

          In November 1995, Maddocks and the Company agreed to
          sell the partnership land, the partnership's only
          asset, 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. 
          The note bears interest at the rate of 8.25% annually.
          Principal payments of $24,343 plus accrued interest are
          due annually commencing February 1, 1997, and
          continuing until February 1, 2001, when the then
          remaining balance of principal and accrued interest
          shall be due and payable.  The note is secured by a
          deed of trust on the property sold.

     (e)  Tri-Star International Development (Tri-Star) and
          another entity entered into a joint venture agreement
          relating to the acquisition and development of real
          property located in North Las Vegas, Nevada (the
          Tri-Star Joint Venture).  Tri-Star held a 50% interest in
          the Tri-Star Joint Venture (the Tri-Star Interest).  In
          April 1994, the Company invested $287,500 in the Tri-Star
          Interest, in exchange for which the Company
          received a 25% interest in the Tri-Star Interest.  The
          Company's investment was to be used for certain
          engineering costs and mapping the property.  The
          Company's interest was to be calculated as a function
          of distributions payable to Tri-Star.  As a result of
          the Company's investment, the Company had an indirect
          12 1/2% interest in the Tri-Star Joint Venture.

          On July 29, 1994, the other venturer in the Tri-Star
          Joint Venture notified Tri-Star that Tri-Star had not
          fulfilled certain of its obligations under the Tri-Star
          Joint Venture Agreement and therefore the Tri-Star
          Joint Venture was terminated.  Termination of the
          Tri-Star Joint Venture had the effect of terminating the
          Company's indirect interest in the Tri-Star Joint
          Venture (and the property to be developed).

8.   Investments (continued):

     (e)  continued

          In January 1995, Tri-Star and the other venturers in
          the Tri-Star Joint Venture agreed to submit the issue
          of termination of the Tri-Star Joint Venture to
          arbitration.  The Company intervened in the
          arbitration.  The Company was subsequently informed
          that Tri-Star had settled its dispute with the other
          joint venturer and that the arbitration had been
          dismissed. The Company has been unable to determine the
          disposition of the $287,500 it invested in the MRI
          Joint Venture.  The Company is considering what legal
          remedies may be available in order to recover its
          investment.

     (f)  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 is feeding
          cattle, on leased land located in Gonzales, California,
          that are owned by various ranchers and dairymen.  As of
          December 31, 1995, the Company has contributed
          approximately $140,000 to Steadfast.  In addition, the
          Company has purchased equipment in the amount of
          $225,000 which it leases to Steadfast.  Because the
          Company is the sole source of funding for Steadfast,
          Steadfast has not made any of the required lease
          payments.  For the period ending December 31, 1995,
          Steadfast had a $75,000 operating loss.  On November
          17, 1995, the holder of the first mortgage lien on the
          feed lot filed a Notice of Default and Election to Sell
          Under Deed of Trust.  The Trustee Sale is scheduled to
          take place on March 22, 1996. If Steadfast is unable to
          negotiate a lease with the new owner of the feed lot,
          the Company would be unable to recover its investment
          in the cattle feeding operation and would suffer a
          significant loss on the sale of the equipment that was
          purchased by the Company for use in the cattle feeding
          operation.

8.   Investments (continued):

     (f)  continued

          Summarized condensed unaudited financial information of
          Steadfast as of and for the period ended December 31,
          1995 is as follows:

          BALANCE SHEET DATA                          (Dollars in thousands)
          Assets:
           Cash and receivables                               $      256
           Inventory                                                  33
           Other                                                       3
                                                                     292
          Liabilities and Equity:
           Accounts payable                                   $      228
           Equity                                                     64
                                                              $      292
          OPERATING STATEMENT DATA
          Revenues                                            $      501
          Operating Expenses                                         576
          Net Loss                                            $      (75)


9.   Resolution Trust Corporation, as Receiver for San Antonio Savings
     Association:

     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, which the RTC
      alleged was $21,107,796 as of October 10, 1995.  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 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 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.  See Notes 10 and 14 of Notes to
      Consolidated Financial Statements for a detailed
      discussion of the terms of the RTC Settlement Note.

10.  Long-term debt:

     Long-term debt consists of the following at December 31:

                                                      1995        1994   
                                                   (Dollars in thousands)

      RTC Settlement Note                         $    2,590  $         
      RMA                                                114         143
      Other                                               93          25
      Less current maturities
       of long-term debt                                (208)        (22)
                                                  $    2,589  $      146

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

                                       (Dollars in thousands)

              1996                        $       208
              1997                                132
              1998                                 20
              1999                                 27
              2000                              2,399
              Thereafter                           11
                                          $     2,797

     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
     amount of $1,658 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.

     Other long-term debt consists of an equipment lease payable
     in annual installments ranging from approximately $13,000 to
     $24,000 and an unsecured note payable in annual installments
     of $5,000. 

     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.

10.  Long-term debt (continued):

     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 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 74 finished
          residential lots located at The Fairways at Rancho
          Murieta, California.  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. 
          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:

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

     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, 1995, 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 $1,028,000 as of December 31, 1995.

12.  Contingencies:

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

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

          The Company has disposed of a large amount of the
          contaminated earth at an approved site for the storage
          of toxic wastes.  However, 4,000 cubic yards of
          contaminated earth still remain to be disposed of.  The
          Company, through its chemical and toxic clean-up
          consultant, has been working with the California State
          Environmental Protection Agency, in seeking alternate
          means to the disposal in toxic dump sites of chemical
          and toxics-laden soil.  The State has participated in
          the funding of several projects by a number of chemical
          treatment firms in efforts to try other detoxification
          methods on the soil.

          Because of the ongoing testing, the State has not
          imposed a disposal date upon the Company.  Cost of
          disposal is estimated at $100 per cubic yard.  The
          Company is unable to predict when the ongoing testing
          will be complete or what the outcome of these tests
          will be.  As of December 31, 1995, the Company has paid
          $448,000 and accrued $60,000 relating to the clean up,
          including the $100,000 expended for the diesel storage
          tank.  The Company has not made an accrual for the
          cost, if any, of removing the contaminated earth
          pending the results of the various ongoing tests.

12.  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.   The Company has been advised by the State of New
          Jersey, Department of State, Division of Commercial
          Recording that neither Dunes, Inc. nor DAC filed
          reports required by state statutes for two consecutive
          years.  As a result, as of February 28, 1995, the state
          of New Jersey revoked the active status of Dunes, Inc.
          and DAC which can result in denial of their privilege
          of doing business under their respective current names. 
          The Company has no current plans to resume operations
          or pursue business opportunities in New Jersey and does
          not intend to contest the action.

     e.   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 foreclosure
          of the pledged assets of the Anderson Parties.  Such a
          foreclosure of the Anderson Parties assets  would have
          a material adverse effect on the Company's ability to
          collect the BGC Note, and in addition, will result in a
          change in control of the Company.

13.  Taxes:

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

     In January 1993, the Company adopted Statement of Financial
      Accounting Standards No. 109, Accounting for Income Taxes
      (FAS 109).  Previously, the Company accounted for income
      taxes under Opinion No. 11 of the Accounting Principles
      Board.  The adjustments to the December 31, 1993 balance
      sheet to adopt FAS 109 netted to $118,000.  This amount is
      reflected in the Consolidated Statements of Loss for 1993,
      as the effect of a change in accounting principle.

13.  Taxes (continued):

     Deferred tax assets (liabilities)  are comprised of the
      following at December 31, 1995 and 1994:

                                                      1995        1994  
                                                   (Dollars in thousands)
      Loan reserves                                $     536   $   1,554
      Accounts receivable reserves                         8          61
      Investment reserves                                195         145
      Real estate reserves                               382         285
      Loss carry forwards                             14,702      14,572
      Other                                                4           7
          Gross deferred tax assets                   15,827      16,624
          Deferred tax assets
           valuation allowance                       (15,810)    (16,427)
                                                          17         197
      Installment sales                                              (73)
      Real estate basis timing
       difference                                                   (117)
      Marketable securities valuation
       allowance                                         (17)         (7)
        Gross deferred tax liabilities                   (17)       (197)
      Net deferred tax assets                      $       0   $       0

     A reconciliation of the changes in deferred tax assets
      valuation allowance for 1995 and 1994 is as follows:

                                                      1995        1994  
                                                  (Dollars in thousands)

      Write-off of installment notes
       receivable                                  $      73   $        
      Tax recognition of real estate
       basis timing difference                           117            
      Tax recognition of passive loss                     (7)           
      Book marketable securities
       unrealized gain                                   (10)         (7)
      Current year loss carry forwards                   130          31
      (Decrease) increase in loan reserves            (1,018)        257
      (Decrease) increase in accounts
       receivable reserves                               (53)         16
      Book reserve of investments loss                    54         145
      Book reserve of real estate loss                    97            

      Change in deferred tax asset
       valuation allowance                              (617)        442

      Deferred tax assets valuation
       allowance, beginning of year                   16,427      15,985

      Deferred tax assets valuation
       allowance, end of year                      $  15,810   $  16,427



13.  Taxes (continued):

     A reconciliation of the federal statutory tax rate to the
      effective tax rate for 1995, 1994 and 1993, is as follows:

                                       Percentage of pre-tax income
                                       1995       1994        1993

      Federal statutory rate          34.00%    (34.00%)    (34.00%)
      Net operating loss applied     (18.38%)
      Debt discharges and other      (21.55%)               (37.36%)
      Non-deductible items:
       Loss reserves                   0.03%     21.91%      35.12%
       Valuation adjustments           0.03%     12.22%      34.74%
       Other                           5.88%     (0.13%)      1.50% 
                                       0.01%      0.00%       0.00% 


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

          Year of expiration            (Dollars in thousands)

                 2001                            $10,000
                 2003                             22,034
                 2004                              1,908
                 2005                              1,896
                 2006                              3,550
                 2007                                825
                 2008                              2,425
                 2009                                604

     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 amount, to the extent not used in
      any given taxable year, may be carried forward and added
      to the limitation of subsequent years.

13.  Taxes (continued):

     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. 
      Non-payment of New Jersey state income taxes could result
      in suspension of the subsidiary's right to do business in
      the state.  This suspension would have no effect on the
      current operations of the Company.

14.  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.

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

                                                 December 31, 1995
                                                                                          SCHEDULE VIII
               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:

      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                     ($3,558)        $1,589

<FN>


          (1)  Credit to related notes receivable

          (2)  Interest income

</FN>
</TABLE>
                                                           S-1

<TABLE>
<CAPTION>

                                DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES
                          SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                                                 December 31, 1994
                                                                                          SCHEDULE VIII
               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

<FN>

          (1)  Write off against allowance

          (2)  Interest income

          (3)  Bad debt recovery
</FN>
</TABLE>
                                                           S-2


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

                                                 December 31, 1993
                                                                                          SCHEDULE VIII
               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>
	Allowance for doubtful
      accounts:

      Long-term notes receivable 
          - Related Party              $2,670          $89                                     $2,759

      Accounts receivable                 142                                     ($11)(1)        131

      Long-term notes receivable          219          873                                      1,092

                                       $3,031         $962                        ($11)        $3,982



<FN>

      (1)  Bad debt recovery

</FN>
</TABLE>



                                                           S-3

<TABLE>
<CAPTION>


                      DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES

                  SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                    December 31, 1995
                                                                                SCHEDULE XI

    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)     $2,590
                                                Deed of Trust in
                                                favor of Rancho
                                                Murieta Association          114     $3,880

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

    53 partially improved residential lots      Deed of Trust in
     located in North Las Vegas, Nevada         favor of Resolution
                                                Trust Corporation (2)      2,590        428
                                                                           2,704      4,348
    REAL ESTATE INCLUDED IN PROPERTY,
    PLANT AND EQUIPMENT
    Approximately 10,000 acres located in Kings
     and Tulare County, California                                                    2,800

    Approximately 4,600 acres located in Fresno
     and Merced County, California                                                    1,866

    Rice storage facility located in Yolo County,
     California                                                                         159         1,678
                                                                                      4,825         1,678

                                                                          $2,704     $9,173        $1,678


<CAPTION>

    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                  $6,097                   $6,097

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

    53 partially improved residential lots
     located in North Las Vegas, Nevada
                                                                                      428                      428
                                                            6,837                   6,565                    6,565
    REAL ESTATE INCLUDED IN PROPERTY,
    PLANT AND EQUIPMENT
    Approximately 10,000 acres located in Kings
     and Tulare County, California                                                  2,800                    2,800

    Approximately 4,600 acres located in Fresno
     and Merced County, California                                       276          146                      146

    Rice storage facility located in Yolo County,
     California                                                                       159         1,678      1,837
                                                                         276        3,105         1,678      4,783

                                                           $6,837       $276       $9,670        $1,678    $11,348




<CAPTION>

    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

    53 partially improved residential lots
     located in North Las Vegas, Nevada
                                                                                        1995

    REAL ESTATE INCLUDED IN PROPERTY,
    PLANT AND EQUIPMENT
    Approximately 10,000 acres located in Kings
     and Tulare County, California

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

    Rice storage facility located in Yolo County,
     California                                              301         1985         11/14/90   10-31 years
                                                             301     

                                                            $301    

<CAPTION>

                                                     December 31,
                                                         1995            1994       1993
    <S>                                                       <C>        <C>        <C>
    Accumulated Depreciation
    Reconciliation:
     Balance-beginning of period                              $243       $185       $127
     Additions during period:
      Provision for depreciation                                58         58         58


     Balance - end of period                                  $301       $243       $185


<CAPTION>

                                                     December 31,
                                                         1995            1994       1993

    <S>                                                    <C>        <C>        <C>
    Reconciliation:
     Balance-beginning of period                           $12,920    $13,872    $13,714
     Additions during period:
      Improvements                                              17        239      1,222
      Other acquisitions                                       427         40
                                                            13,364     14,151     14,936
    Deductions during period:
     Cost of sales                                           1,732      1,231        225
     Valuation allowance (3)                                   284                   839


     Balance - close of period                             $11,348    $12,920    $13,872


<FN>

    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 $2,590.

    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.

</FN>
<CAPTION>

                             DUNES HOTELS AND CASINOS INC. AND SUBSIDIARIES
                              SCHEDULE XII - MORTGAGE LOANS ON REAL ESTATE

                                                                 DECEMBER 31, 1995
                                                                                           SCHEDULE XII
                      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 Las Vegas Property:
       Pine Ridge Joint Venture                         12.00%   08/06/95      Note 3
       Pine Ridge Joint Venture                         13.00%   03/01/95      Note 3

    Collateralized by Residence:
       Johnson, Marvin                                   8.00%   06/29/96      Note 3

    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
       Xepoleas, John P. & Monterey A.                   8.00%   03/15/98    Note 3 & 4
       Brown, William A.                                10.00%   04/14/98    Note 3 & 4

<CAPTION>

                      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      $50,099           $0
       ATB Packing                                    None         126,737      107,727            0
                                                    Subtotal       176,836      157,826            0
    Collateralized by Las Vegas Property:
       Pine Ridge Joint Venture                       None          37,560       37,560       37,560
       Pine Ridge Joint Venture                       None          82,398       82,398
                                                    Subtotal       119,958      119,958       37,560
    Collateralized by Residence:
       Johnson, Marvin                                None          85,000       85,000

    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
       Xepoleas, John P. & Monterey A.                None          76,000       76,000            0
       Brown, William A.                              None          85,360       83,976            0
                                                    Subtotal       725,520      724,136       70,000

                                                     TOTAL      $1,107,314   $1,086,920     $107,560


                                                                 12/31/94

    Balance at Beginning of Period                              $1,341,368
      Additions During Period:
       New Mortgage Loans                                          600,154

                                                                 1,941,522

      Deduction During Period:
       Collections of Principal                                    854,602

    Balance at End of Period                                    $1,086,920

<FN>

    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.
</FN>
</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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

10.33  Letter of Intent by and between SHF
       Acquisition Corporation and West Coast
       Properties, LLC, dated January 11, 1996,
       regarding the sale of 20 lots and an
       option to purchase an additional 20
       at The Fairways.

21.01  Subsidiaries of Registrant.

27.01  Financial Data Schedule