<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 June 30, 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 July 31, 1997 --- Common Stock, $.01 par value --- 
7,606,168 shares.

<PAGE>

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)

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED        SIX MONTHS ENDED
                                           JUNE 30,                JUNE 30,
                                      1997       1996         1997         1996
-------------------------------------------------------   ---------------------
<S>           <C>                  <C>          <C>           <C>         <C>
Revenue   Casino                 $     41.9       38.8         85.2        78.9
          Rooms                        16.7       15.8         33.9        33.5
          Food and beverage            10.5       11.0         22.4        23.1
          Other                         9.5       11.0         19.7        22.3
          ----------------------------------------------   ---------------------
                                       78.6       76.6        161.2       157.8
-------------------------------------------------------   ---------------------
Expenses  Casino                       21.9       21.2         43.4        41.0
          Rooms                         4.8        4.8          9.6         9.8
          Food and beverage             9.2        9.6         19.1        19.6
          Other expenses               27.0       27.6         53.5        54.8
          ----------------------------------------------   ---------------------
                                       62.9       63.2        125.6       125.2
--------------------------------------------------------  ---------------------
Operating income                       15.7       13.4         35.6        32.6
         Interest and dividend income   2.3        1.1          3.5         2.0
         Interest expense              (8.4)      (8.4)       (16.8)      (16.8)
--------------------------------------------------------  ---------------------
Income before income taxes              9.6        6.1         22.3        17.8
         Provision for income taxes     3.4        2.1          7.8         6.3
--------------------------------------------------------  ---------------------
Net income                       $      6.2        4.0         14.5        11.5
--------------------------------------------------------  ---------------------
--------------------------------------------------------  ---------------------
Net income per share             $      .71        .44         1.64        1.30
--------------------------------------------------------  ---------------------
--------------------------------------------------------  ---------------------
Average number 
of shares                         8,782,856  8,930,856    8,824,407   8,865,467
--------------------------------------------------------  ---------------------
--------------------------------------------------------  ---------------------

</TABLE>
                                       1

<PAGE>

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

<TABLE>
<CAPTION>
                                                                   JUNE 30,  DECEMBER 31,
                                                                     1997        1996
----------------------------------------------------------------------------------------
<S>                  <C>                                            <C>         <C>
Assets               Current assets
                       Cash and equivalents                           $ 70.1       115.9
                       Marketable securities, at fair value (Hilton   
                          Hotels Corporation common stock)              38.8        38.1
                       Receivables, less allowances of $5.1
                          and $4.9                                      16.1        17.4
                       Inventories                                       2.2         1.8
                       Deferred income taxes                             9.2         7.1
                       Other current assets                              4.2         3.8
                      ------------------------------------------------------------------
                      Total current assets                             140.6       184.1
                      Property and equipment, net                      369.8       376.5
                      Other assets                                      16.7        16.6
                      ------------------------------------------------------------------
                      Total assets                                    $527.1       577.2
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Liabilities and       Current liabilities
stockholders' equity     Accounts payable                             $  8.6        13.2
                         Income taxes payable                            6.2         8.8
                         Accrued liabilities                            30.7        31.1
                      ------------------------------------------------------------------
                      Total current liabilities                         45.5        53.1
                      Long-term debt                                   315.0       315.0
                      Deferred income taxes and other liabilities       89.1        90.5
                      Stockholders' equity                              77.5       118.6
                         ---------------------------------------------------------------
                         Total liabilities and stockholders' equity   $527.1       577.2
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------

</TABLE>




                                      2

<PAGE>

BALLY'S GRAND, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)

<TABLE>
<CAPTION>
                                                                           SIX MONTHS ENDED
                                                                                JUNE 30,
                                                                             1997       1996
---------------------------------------------------------------------------------------------
<S>                          <C>                                          <C>            <C>
Operating activities         Net income                                   $  14.5        11.5
                             Adjustments to reconcile net income to net
                               cash provided by operating activities:
                               Depreciation and amortization                 13.1        13.5
                               Amortization of debt issue costs                .5          .5
                               Change in working capital components:
                                Receivables                                   1.0        (1.2)
                                Other current assets                          (.9)        (.4)
                                Accounts payable and accrued liabilities     (4.1)        (.3)
                                Income taxes payable                         (2.3)        1.4 
                               Change in deferred income taxes               (1.6)        2.9 
                               Other                                           .4           - 
                             -----------------------------------------------------------------
                             Net cash provided by operating activities       20.6        27.9 
----------------------------------------------------------------------------------------------
Investing activities         Capital expenditures                            (6.3)      (10.0)
                             Decrease in construction-related liabilities    (1.0)       (2.1)
                             Other, net                                      (2.4)          - 
                             -----------------------------------------------------------------
                             Net cash used in investing activities           (9.7)      (12.1)
----------------------------------------------------------------------------------------------
Financing activities         Purchases of common stock for treasury         (57.1)       (1.2)
                             Proceeds from exercise of warrants                .4           -
                             -----------------------------------------------------------------
                             Net cash used in financing activities          (56.7)       (1.2)
----------------------------------------------------------------------------------------------
(Decrease) increase in cash and equivalents                                 (45.8)       14.6 
Cash and equivalents at beginning of year                                   115.9        64.7 
----------------------------------------------------------------------------------------------
Cash and equivalents at end of period                                    $   70.1        79.3 
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------

<CAPTION>
                                                                            SIX MONTHS ENDED
                                                                                JUNE 30,
SUPPLEMENTAL CASH FLOW INFORMATION:  (in millions)                         1997          1996
----------------------------------------------------------------------------------------------
<S>                                                                        <C>          <C>
Cash paid during the period for the following:
                             Interest, net of amounts capitalized          $  16.3        16.3
                             Income taxes                                     12.0         2.0

</TABLE>


                                       3

<PAGE>
BALLY'S GRANT, INC.

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 June 30, 1997, this wholly owned 
subsidiary of HHC owned approximately 95% (89% 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 June 30, 1997, its consolidated statements of income for the three 
and six months ended June 30, 1997 and 1996 and its consolidated statement of 
cash flows for the six months ended June 30, 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 and six months ended June 30, 1997 and 1996 are not 
necessarily indicative of the results of operations for the full year.

NOTE 3:  EARNINGS PER SHARE

Earnings per 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 370,774 shares and 490,183 
shares for the three months ended June 30, 1997 and 1996, respectively, and 
by 362,094 shares and 424,804 shares for the six months ended June 30, 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 be made to the 
Internal Revenue Service.

                                       4
<PAGE>

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. 
(BGM), a Nevada corporation and, at that time, a wholly owned subsidiary of 
BEC, entered into a management agreement (the Management Agreement) whereby 
BGM 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 and six month periods ended 
June 30, 1997 and 1996 were $750,000 and $1,500,000, respectively.  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.  

NOTE 7: LITIGATION

On June 13, 1997, the Company announced that it had reached an agreement to 
settle the IN RE:  BALLY'S GRAND, INC. SHAREHOLDERS LITIGATION presently 
pending in the Delaware Court of Chancery.  Prior to the settlement, HHC 
indirectly owned approximately 84% of the common stock of the Company.  Under 
the terms of the settlement, the Company has repurchased 966,747 shares of 
its common stock and 102,698 warrants to purchase shares of its common stock 
from certain plaintiffs at a price of $52.75 per share in cash for the common 
stock and $52.75 less the exercise price per warrant in cash for the 
warrants.  

Following receipt of court approval of the settlement agreement, the Company 
would merge with HHC or a subsidiary of HHC, and the remaining 408,862 
outstanding shares of the Company's common stock not currently owned by HHC 
would be converted into the right to receive $52.75 (less certain attorneys' 
fees) per share in cash, and the 491,784 outstanding warrants to purchase the 
Company's common stock not currently owned by HHC would be converted into the 
right to receive the difference between $52.75 (less certain attorneys' fees) 
and the exercise price per warrant in cash.  Shareholders will be entitled to 
appraisal rights under Delaware law in connection with any such merger.


                                       5
<PAGE>

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 JUNE 30, 1997 AND 1996

Revenues for the three months ended June 30, 1997 were $78.6 million compared 
to $76.6 million for the 1996 quarter, an increase of $2.0 million (3%).  
Casino revenues for the 1997 quarter were $41.9 million compared to $38.8 
million for 1996, an increase of $3.1 million (8%).  Table game revenues 
increased $2.0 million (11%) due to an increase in the hold percentage from 
14.6% in the 1996 quarter to 17.6% in 1997.  Slot revenues increased $1.2 
million (5%) primarily attributable to an increase of 5% in the slot handle 
(volume).  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.  


                                       6
<PAGE>

Operating income for the three months ended June 30, 1997 was $15.7 million 
compared to $13.4 million for the 1996 quarter, an increase of $2.3 million 
(17%).  

Interest and dividend income was $2.3 million for the 1997 second quarter 
versus $1.1 million in the prior year, an increase of $1.2 million (109%) 
which resulted from higher average cash balances.  Interest expense, net of 
capitalized interest, was $8.4 million for both three-month periods ended 
June 30, 1997 and 1996.  

COMPARISON OF SIX MONTHS ENDED JUNE 30, 1997 AND 1996

Revenues for the six months ended June 30, 1997 were $161.2 million compared 
to $157.8 million for the 1996 period, an increase of $3.4 million (2%).  
Casino revenues for the 1997 period were $85.2 million compared to $78.9 
million for 1996, an increase of $6.3 million (8%).  Slot revenues increased 
$4.6 million (13%) primarily attributable to an increase of 17% in the slot 
handle (volume). Table game revenues increased $3.2 million (8%) due to an 
increase in the hold percentage from 15.2% in the 1996 period to 17.1% in 
1997.  Other casino revenues decreased $1.5 million due to a decrease in the 
sports book hold percentage.  Rooms and food and beverage revenues remained 
consistent between periods.  

Operating income for the six months ended June 30, 1997 was $35.6 million
compared to $32.6 million for the 1996 period, an increase of $3.0 million 
(9%).

Interest and dividend income was $3.5 million for the 1997 six-month period
versus $2.0 million in the prior year, an increase of $1.5 million (75%) which
resulted from higher average cash balances.  Interest expense, net of
capitalized interest, was $16.8 million for both six-month periods ended June
30, 1997 and 1996.  


                                       7
<PAGE>

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.  


                                       8
<PAGE>

PART II   OTHER INFORMATION
     
ITEM 1.   LEGAL PROCEEDINGS
     
     Two derivative actions purportedly brought on behalf of the Company 
     against its directors and BEC, one commenced in October 1995 and the 
     other in September 1996, have been consolidated under the caption IN RE: 
     BALLY'S GRAND DERIVATIVE LITIGATION in the Court of Chancery of the 
     State of Delaware, New Castle County.  BEC merged with and into HHC on 
     December 18, 1996.  The consolidated complaint alleges breaches of 
     fiduciary duty and waste of corporate assets in connection with certain 
     actions including the sale by the Company to BEC of the capital stock of 
     the Company's subsidiary that owns the land and development rights with 
     respect to the Paris Casino-Resort in Las Vegas (the Paris Transaction), 
     alleged improper delegation of duties by the Company's board of 
     directors by virtue of a management agreement (the Management 
     Agreement), between the Company and Bally's Grand Management Co., Inc., 
     a wholly owned subsidiary of BEC (BGM), BGM's designation pursuant to 
     the Management Agreement of recipients awarded Company stock options, 
     stock repurchases by the Company and BEC, and a consulting agreement 
     entered into by the Company with Arveron Investments L.P. in connection 
     with the Company's repurchase of securities.  The plaintiffs seek, among 
     other things: (i) rescission of the Paris Transaction; (ii) a 
     declaration that the Management Agreement is unlawful; (iii) an 
     accounting of damages to the Company and profits to defendants as a 
     result of the transactions complained of; (iv) and accounting for 
     purchases of the Company's stock by the Company and BEC; and (v) costs 
     and expenses, including reasonable attorneys' fees.  A third derivative 
     action purportedly brought on behalf of the Company against its 
     directors, BEC, BGM and HHC was commenced in November 1996 under the 
     caption TOWER INVESTMENT GROUP, INC., ET AL. V. BALLY'S GRAND, INC., ET 
     AL. in the Court of Chancery of the State of Delaware, New Castle 
     County.  The complaint alleges breach of fiduciary duty and waste of 
     corporate assets by the Company's directors and BEC in connection with 
     the Paris Transaction, aiding and abetting by HHC of the breaches of 
     fiduciary duty and waste by the Company's directors and BEC, fraud, 
     willful misconduct or gross negligence by BEC and BGM in connection with 
     the Management Agreement, breach of fiduciary duty by the Company's 
     directors in connection with the stock purchases by BEC while in 
     possession of material inside information concerning the Company's 
     earnings, breach of fiduciary duty by BEC in connection with alleged 
     threats to abuse its controlling interest in the Company, and violation 
     by the Company's directors and BEC of Section 203 of the Delaware 
     General Corporation Law in connection with the Paris Transaction.  The 
     plaintiffs seek, among other things: (i) rescission of the Paris 
     Transaction; (ii) termination of the Management Agreement; (iii) 
     appointment of a custodian to manage the Company's affairs; (iv) 
     compensatory damages; (v) an order enjoining BEC and HHC from conveying 
     the Paris Casino-Resort; (vi) disgorgement by BEC and HHC of the profits 
     of the Paris Casino-Resort; (vii) disgorgement by Arthur M. Goldberg of 
     all payments, warrants and interests received in connection with the BEC 
     Merger; and (viii) disgorgement by BEC of profits earned from any 
     transactions in shares of the Company's stock based upon material inside 
     information.  This action has been consolidated with the IN RE: BALLY'S 
     GRAND DERIVATIVE LITIGATION action under the caption IN RE: BALLY'S 
     GRAND, INC. SHAREHOLDERS LITIGATION.  
     
     On June 13, 1997, the Company announced that it had reached an agreement 
     to settle the IN RE: BALLY'S GRAND, INC. SHAREHOLDERS LITIGATION.  
     Prior to the settlement, HHC indirectly owned approximately 84% of the 
     common stock of the Company.  Under the terms of the settlement, the 
     Company has repurchased 966,747 shares of its common stock and 102,698 
     warrants to purchase shares of its common stock from certain plaintiffs 
     at a price of $52.75 per share in cash for the common stock and $52.75 
     less the exercise price per warrant in cash for the warrants.


                                       9
<PAGE>

     Following receipt of court approval of the settlement agreement, the
Company would merge with HHC or a subsidiary of HHC, and the remaining
408,862 outstanding shares of the Company's common stock not currently
owned by HHC would be converted into the right to receive $52.75 (less
certain attorneys' fees) per share in cash, and the 491,784 outstanding
warrants to purchase the Company's common stock not currently owned by HHC
would be converted into the right to receive the difference between $52.75
(less certain attorneys' fees) and the exercise price per warrant in cash. 
Shareholders will be entitled to appraisal rights under Delaware law in
connection with any such merger.
          
ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS

     27.  Financial data schedule for the six-month period ended June 30, 1997.

(b)  REPORTS ON FORM 8-K

     
     The Company filed a Report on Form 8-K dated May 20, 1997, under Item 5
     Other Events, to announce the retirement of Darrell A. Luery as president
     of the Company, effective May 31, 1997.  


                                       10
<PAGE>

                                      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:  August 13, 1997           /s/ LEON H. FLINDERS
                                     --------------------------------
                                      Leon H. Flinders
                                      Chief Financial Officer and
                                      Controller