<PAGE>
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  FORM 10-Q


(Mark one)

     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
          OF THE SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended March 31, 1997

                                      OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
          EXCHANGE ACT OF 1934 
     For the transition period from ___________________ to ___________________

Commission file number 1-2500

                             BALLY'S GRAND, INC.
            (Exact name of registrant as specified in its charter)

         DELAWARE                                          13-0980760
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification No.)

         3645 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA  89109
             (Address of principal executive offices)     (Zip code)
                                (702) 739-4111
             (Registrant's telephone number, including area code)


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 twelve 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 whether the registrant has filed all documents and 
reports required to be filed by Section 12, 13 or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under a 
plan confirmed by a court.
Yes   X     No 
    -----      -----

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of April 30, 1997 -- Common Stock, $.01 par value -- 
8,528,847 shares.

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PART I      FINANCIAL INFORMATION

Company or group of companies for which report is filed:

                              BALLY'S GRAND, INC.

ITEM 1.     FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF INCOME
(dollars in millions, except per share amounts)

                                                        Three months ended     
                                                             March 31,         
                                                          1997       1996      
_______________________________________________________________________________
Revenue
   Casino                                             $    43.3       40.1     
   Rooms                                                   17.2       17.7     
   Food and beverage                                       11.9       12.1     
   Other                                                   10.2       11.3     
   ____________________________________________________________________________
                                                           82.6       81.2     
_______________________________________________________________________________
Expenses
   Casino                                                  21.5       19.8     
   Rooms                                                    4.8        5.0     
   Food and beverage                                        9.9       10.0     
   Other expenses                                          26.5       27.2     
   ____________________________________________________________________________
                                                           62.7       62.0     
_______________________________________________________________________________
Operating income                                           19.9       19.2     
   Interest and dividend income                             1.2         .9     
   Interest expense                                        (8.4)      (8.4)
_______________________________________________________________________________
Income before income taxes                                 12.7       11.7    
   Provision for income taxes                               4.4        4.2     
_______________________________________________________________________________
Net income                                            $     8.3        7.5     
_______________________________________________________________________________
_______________________________________________________________________________
Net income per share                                  $     .92        .86     
_______________________________________________________________________________
_______________________________________________________________________________
Average number of shares                              8,989,418  8,754,304     
_______________________________________________________________________________
_______________________________________________________________________________

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BALLY'S GRAND, INC.
CONSOLIDATED BALANCE SHEETS
(in millions)

<TABLE>
<CAPTION>
                                                                    March 31,     December 31, 
                                                                       1997          1996      
______________________________________________________________________________________________ 
<S>                   <C>                                         <C>                 <C>
Assets                Current assets                                                           
                       Cash and equivalents                         $  131.7           115.9
                       Marketable securities, at fair value 
                         (Hilton Hotels Corporation common stock)       35.3            38.1  
                       Receivables, less allowances of $4.5                                  
                       and $4.9                                         16.4            17.4
                       Inventories                                       1.9             1.8  
                       Deferred income taxes                             9.6             7.1  
                       Other current assets                              6.1             3.8  
                       ______________________________________________________________________  
                       Total current assets                            201.0           184.1
                       Property and equipment, net                     373.4           376.5
                       Other assets                                     15.3            16.6  
                       ______________________________________________________________________  
                       Total assets                                 $  589.7           577.2   
______________________________________________________________________________________________ 
______________________________________________________________________________________________ 
                                                                                               
Liabilities and       Current liabilities                                                      
stockholders' equity   Accounts payable                              $   8.5            13.2
                       Income taxes payable                             14.1             8.8  
                       Accrued liabilities                              37.2            31.1  
                       ______________________________________________________________________  
                       Total current liabilities                        59.8            53.1
                       Long-term debt                                  315.0           315.0
                       Deferred income taxes and other liabilities      88.7            90.5
                       Stockholders' equity                            126.2           118.6
                       ______________________________________________________________________  
                       Total liabilities and stockholders' equity   $  589.7           577.2
______________________________________________________________________________________________ 
______________________________________________________________________________________________ 
</TABLE>

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BALLY'S GRAND, INC.
Consolidated Statements of Cash Flows
(in millions)
                                                        Three months ended     
                                                             March 31,         
                                                          1997       1996      
_______________________________________________________________________________
Operating Activities 
   Net income                                            $  8.3       7.5
   Adjustments to reconcile net income to net                                  
   cash provided by operating activities:                                      
   Depreciation and amortization                            6.5       6.5
   Amortization of debt issue costs                          .2        .2
   Change in working capital components:                                       
    Receivables                                             1.0      (2.6)
    Other current assets                                   (2.4)      (.3)
    Accounts payable and accrued liabilities                1.4       5.0
    Income taxes payable                                    5.3       1.0
   Change in deferred income taxes                         (2.7)      3.2
   Other                                                    1.1       (.7)
   ____________________________________________________________________________
   Net cash provided by operating activities               18.7      19.8
_______________________________________________________________________________
Investing Activities                                                           
   Capital expenditures                                    (2.3)     (2.5)
   Decrease in construction-related liabilities            (1.0)     (1.9)
   Other, net                                                -        (.1)     
   ____________________________________________________________________________
   Net cash used in investing activities                   (3.3)     (4.5)
_______________________________________________________________________________
Financing Activities                                                           
   Purchases of common stock for treasury                    -       (1.2)
   Proceeds from exercise of warrants                        .4         -
   ____________________________________________________________________________
   Net cash provided by (used in) financing activities       .4      (1.2)
_______________________________________________________________________________
Increase in Cash and Equivalents                           15.8      14.1
Cash and Equivalents at Beginning of Year                 115.9      64.7
_______________________________________________________________________________
Cash and Equivalents at End of Period                 $   131.7      78.8
_______________________________________________________________________________
_______________________________________________________________________________

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:  BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of 
Bally's Grand, Inc., a Delaware corporation (the Company) and its 
subsidiaries.  The Company owns and operates the casino hotel resort in Las 
Vegas, Nevada known as "Bally's Las Vegas."  The Company operates in one 
industry segment and all significant revenues arise from its casino and 
supporting hotel operations.  Unless otherwise specified in the text, 
references to the Company include the Company and its subsidiaries.  These 
consolidated financial statements should be read in conjunction with the 
consolidated financial statements included in the Company's Annual Report on 
Form 10-K for the year ended December 31, 1996.

Effective December 18, 1996, Hilton Hotels Corporation (HHC) completed the 
merger of Bally Entertainment Corporation (BEC) with and into HHC pursuant to 
an agreement dated June 6, 1996 (the Merger). As a result, a wholly owned 
subsidiary of BEC which owned shares of the Company's common stock became a 
wholly owned subsidiary of HHC. As of March 31, 1997, this wholly owned 
subsidiary of HHC owned approximately 84% (78% on a fully diluted basis) of the 
outstanding common stock of the Company.

All adjustments have been recorded which are, in the opinion of management, 
necessary for a fair presentation of the consolidated balance sheet of the 
Company at March 31, 1997 and its consolidated statements of income and cash 
flows for the three months ended March 31, 1997 and 1996. All such adjustments 
were of a normal recurring nature.

The accompanying consolidated financial statements have been prepared in 
conformity with generally accepted accounting principles which require the 
Company's management to make estimates and assumptions that affect the 
amounts reported therein.  Actual results could vary from such estimates.  In 
addition, certain reclassifications, which have no effect on net income, have 
been made to prior years' financial statements to conform with the 1997 
presentation.  

NOTE 2:  SEASONAL FACTORS

The Company's operations are somewhat seasonal and, therefore, the results of 
operations for the three months ended March 31, 1997 and 1996 are not 
necessarily indicative of the results of operations for the full year.

NOTE 3:  EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE

Earnings per common and common equivalent share is computed by dividing net 
income by the weighted average number of shares of common stock and common 
stock equivalents outstanding during each period.  Common stock equivalents, 
which represent the dilutive effect of the assumed exercise of outstanding 
warrants, increased the weighted average number of shares outstanding by 
476,316 shares and 313,651 shares for the three months ended March 31, 1997 
and 1996, respectively.  

NOTE 4:  INCOME TAXES

For the period from January 1, 1996 to December 18, 1996, taxable income or 
loss of the Company is included in the consolidated federal income tax return 
of BEC.  For periods subsequent to December 18, 1996, taxable income or loss 
of the Company is included in the consolidated federal income tax return of 
HHC.  Under a tax sharing arrangement between BEC, and now HHC, and the 
Company, income taxes are allocated to the Company based on amounts the 
Company would pay or receive if it filed a separate consolidated federal 
income tax return.  Payments to BEC or HHC for tax liabilities are due at 
such time and in such amounts as payments would be required to 

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be made to the Internal Revenue Service.  Payments from BEC or HHC for tax 
benefits are due at the time BEC or HHC files the applicable consolidated 
federal income tax return.  

NOTE 5:  LONG-TERM DEBT

In October 1996, HHC announced an offer to purchase for cash (the Tender 
Offer) any and all of the Company's 10 3/8% First Mortgage Notes due 2003 
(the Notes) and a solicitation of consents to proposed amendments to the 
indenture for the Notes (the Consent Solicitation).  In connection therewith, 
HHC purchased $312,219,000 principal amount of the Notes in December 1996 at 
a premium of 12.4% (10.4% for the Tender Offer and 2% for the Consent 
Solicitation).  Because HHC received consents for at least a majority of the 
principal amount of the Notes, certain restrictive covenants and events of 
default and related provisions contained in the indenture governing the Notes 
were eliminated.  

NOTE 6: TRANSACTIONS WITH BEC/HHC

In August 1993, the Company, BEC and Bally's Grand Management Co., Inc. (the 
Manager), a Nevada corporation and, at that time, a wholly owned subsidiary 
of BEC, entered into a management agreement (the Management Agreement) 
whereby the Manager provides management services to the Company and BEC 
licensed, and now HHC licenses, the use of the "Bally" name and certain 
computer software to the Company for a $3 million annual management fee.  
Pursuant to the Management Agreement, management fees for each of the three 
month periods ended March 31, 1997 and 1996 were $750,000.  In addition, 
certain of the Company's insurance coverages were obtained by BEC (and are 
currently obtained by HHC) pursuant to corporate-wide programs.  In these 
circumstances, BEC or HHC charged the Company its proportionate share of the 
respective insurance premiums.  

In August 1996, the Company sold Paris Casino Corp., an indirect wholly owned 
subsidiary that owns 24 acres of land next to Bally's Las Vegas upon which the 
Paris Casino-Resort is planned to be developed, to BEC for consideration 
having an aggregate value of approximately $57.5 million ($17.5 million in 
cash and 1,457,195 shares of BEC common stock which were converted into 
1,457,195 shares of HHC common stock in the Merger).  In addition, BEC 
reimbursed the Company for Paris Casino-Resort development costs incurred to 
date and certain transaction-related costs, and granted the Company certain 
operating considerations pursuant to a shared facilities agreement.  The 
transaction was negotiated and approved by an independent Special Committee 
of the Board of Directors of the Company.  The Special Committee retained 
independent legal counsel and financial advisors in connection with the 
evaluation and negotiation of the transaction.  For financial accounting 
purposes, because BEC owned approximately 85% of the outstanding common stock 
of the Company at that time, the excess of the sales price over the 
historical net book value of Paris Casino Corp. (net of income taxes of 
$10,593,000) was accounted for as an increase to stockholders' equity.  


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

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL SPENDING

The Company has no scheduled principal payments on its long-term debt until 
2003.  Management plans to make capital expenditures totaling approximately 
$24 million at Bally's Las Vegas during 1997 for various improvements, 
renovations and equipment to maintain the casino hotel resort in first-class 
condition.  The Company believes that during 1997 it will be able to satisfy 
its debt service requirements (interest on its public indebtedness is
approximately $32.7 million per annum) and the aforementioned capital 
expenditures out of existing cash balances and cash flow from operations. 

RESULTS OF OPERATIONS

COMPARISON OF FISCAL QUARTERS ENDED MARCH 31, 1997 AND 1996

Revenues for the three months ended March 31, 1997 were $82.6 million 
compared to $81.2 million for the 1996 quarter, an increase of $1.4 million 
(2%).  Casino revenues for the 1997 quarter were $43.3 million compared to 
$40.1 million for 1996, an increase of $3.2 million or 8%.  Slot revenues 
increased $3.4 million (21%) primarily attributable to an increase of 32% in 
the slot handle (volume).  Table game revenues increased $1.2 million (6%) 
due to a 1% increase in the drop (amount wagered) and an increase in the 
hold percentage from 15.8% in the 1996 quarter to 16.6% in 1997.  Other 
casino revenues decreased $1.4 million due to a 5 point decrease in the race 
and sports book hold percentage.  Rooms and food and beverage revenues 
remained consistent between periods.  

Management believes that the additional casino and hotel room capacity 
resulting from the opening of new casino hotels may have a short-term 
negative impact on the Company, but that over the long term the Company 
benefits from the increase in the number of visitors to Las Vegas that these 
new properties attract.  To enhance its competitiveness in the Las Vegas 
market, Bally's Las Vegas completed an extensive capital improvement program 
over the last three years including, among others, improvements to its 
frontage area along the Strip, a monorail system, the renovation of all of 
its hotel rooms, a new race and sports book room and a slot machine 
upgrade.  

Operating income for the three months ended March 31, 1997 was $19.9 million 
compared to $19.2 million for the 1996 quarter, an increase of $.7 million 
(4%).  

Interest expense, net of capitalized interest, was $8.4 million for both 
three month periods ended March 31, 1997 and 1996.

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ACCOUNTING CHANGES

In February 1997, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standard (SFAS) No. 128, "Earnings per Share."  This 
statement establishes standards for computing and presenting earnings per 
share.  SFAS No. 128 is effective for financial statements issued for periods 
ending after December 15, 1997 and earlier application is not permitted. The 
Company's adoption of SFAS No. 128 is not expected to have a material impact 
on its earnings per share presentation.  

FORWARD-LOOKING STATEMENTS

Forward-looking statements in this report, including without limitation, 
statements relating to the Company's plans, strategies, objectives, 
expectations, intentions and adequacy of resources, are made pursuant to the 
safe harbor provisions of the Private Securities Litigation Reform Act of 
1995.  These forward-looking statements reflect the Company's current views 
with respect to future events and financial performance, and are subject to 
certain risks and uncertainties which could cause actual results to differ 
materially from historical results or those anticipated.  Although the 
Company believes the expectations reflected in such forward-looking statements 
are based upon reasonable assumptions, it can give no assurance that its 
expectations will be attained. The Company undertakes no obligation to 
publicly update or revise any forward-looking statements, whether as a result 
of new information, future events or otherwise.  

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PART II     OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(a)    EXHIBITS

       27.  Financial data schedule for the three month period ended March 
            31, 1997.

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                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this Report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                       BALLY'S GRAND, INC.
                                       (Registrant)




Date:  May 15, 1997                    /s/ LEON H. FLINDERS
                                       _______________________________
                                           Leon H. Flinders
                                           Chief Financial Officer and
                                            Controller