=======================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                FORM 10-Q

[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
                                              --------------

[ ]  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 0-20712
                              CASINO MAGIC CORP.
                           ------------------------
         (Exact name of registrant as specified in its charter)

              MINNESOTA                        64-0817483
          -----------------                 ----------------
     (State or other jurisdiction of         (I.R.S. Employer
      incorporation or organization)        Identification No.)

          711 CASINO MAGIC DRIVE, BAY ST. LOUIS, MS   39520
          -------------------------------------------------
         (Address of principal executive offices) (Zip Code)
                            (601) 467-9257
                          ------------------
        (Registrant's telephone  number, including area code)

                            NOT APPLICABLE
                          ------------------
        (Former name, former address and former fiscal year,
                    if changed since last report)

Indicate  by  check  mark  whether  the  registrant  (1) has filed all reports
required to be filed by Sections 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  the  number  of shares outstanding of the issuer's classes of common
stock, as of the latest practicable date.

35,637,083 shares common stock outstanding as of May 14, 1997.
======================================================================== 
<PAGE>



                  CASINO MAGIC CORP. AND SUBSIDIARIES


                                                                  INDEX


PART I          FINANCIAL INFORMATION                           PAGE NO.

  Item 1.     Financial Statements.

              Condensed Consolidated Statements of Operations -
               For the three months ended
               March 31, 1997 and 1996........................     1-2

              Condensed Consolidated Balance Sheets -
               March 31, 1997 and December 31, 1996...........       3

              Condensed Consolidated Statements of Cash Flows -
               For the three months ended
               March 31, 1997 and 1996........................       4

              Notes to Condensed Consolidated Financial Statements   5

  Item 2.     Management's Discussion and Analysis of Financial
               Condition and Results of Operations............... 6-11


PART II          OTHER INFORMATION

  Item 1.      Legal Proceedings.................................   12
  Item 2.      Changes in Securities.............................   12

  Item 3.      Default Upon Senior Securities....................   12

  Item 4.      Submission of Matters to a Vote of Security Holders..12

  Item 5.      Other Information.................................   12

  Item 6.      Exhibits and Reports on Form 8-K..................   12
               SIGNATURES........................................   13

<PAGE>
                     CASINO MAGIC CORP. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Unaudited)
PART I - FINANCIAL INFORMATION

                                                    Three months ended
                                                        March 31,
                                               -------------------------
                                                  1997          1996
                                               -----------  -----------
REVENUES:
  Casino                                      $ 61,673,683  $39,759,682
  Food and beverage                              2,507,043    1,551,836
  Rooms                                            547,431      437,683
  Royalty and management fees                           --      924,528
  Other operating income                         1,052,721      450,838
                                               -----------  -----------
                                                65,780,878   43,124,567
                                               -----------  -----------
COSTS AND EXPENSES:
  Casino                                        26,535,455   16,392,180
  Food and beverage                              4,889,882    2,289,047
  Rooms                                            426,247      418,219
  Other operating costs and expenses             1,173,317      472,990
  Advertising and marketing                     13,154,697    4,818,083
  General and administrative                     7,317,546    5,415,591
  Property operation, maintenance and
    energy cost                                  3,010,008    1,544,054
  Rents, property taxes and insurance            1,954,642    1,461,782
  Development expenses                             282,289      500,261
  Depreciation and amortization                  5,039,654    4,247,227
                                                ----------   ----------
                                                63,783,737   37,559,434
                                                ----------  -----------
INCOME FROM OPERATIONS                           1,997,141    5,565,133
                                                ----------  -----------
OTHER (INCOME) EXPENSE:
  Equity income from unconsolidated
      casino operations                             --         (663,095)
  Interest expense, net                          7,505,465    3,820,515
  Other                                             98,387       55,750
                                               -----------   ----------
                                                 7,603,852    3,213,170
                                                 ---------  -----------
INCOME BEFORE INCOME TAXES:                     (5,606,711)   2,351,963
INCOME TAXES Expense (benefit)                  (1,935,000)     708,289
                                              ------------   ----------
NET INCOME (loss)                             $ (3,671,711) $ 1,643,674
                                               ===========   ==========

          See notes to condensed consolidated financial statements.

                                      1

<PAGE>
                     CASINO MAGIC CORP. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (continued)
                                 (Unaudited)

                                               Three months ended
                                                    March 31,
                                               1997           1996
                                           ------------   -------------

NET INCOME (loss) PER COMMON SHARE:
  Primary                                   $     (0.10)  $        .05
                                            ===========    ===========
  Fully-diluted                             $     (0.10)  $        .05
                                            ===========    ===========
Average shares and equivalents outstanding:
  Primary                                    35,637,083     36,181,329
                                            ===========    ===========

  Fully-diluted                              35,637,083     36,414,089
                                            ===========    ===========





























            See notes to condensed consolidated financial statements.

                                      2
<PAGE>
                     CASINO MAGIC CORP. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS

                                    ASSETS

                                              March 31,    December 31,
                                                1997           1996(*)
                                             -----------     -----------
                                             (Unaudited)

CURRENT ASSETS:
  Cash and cash equivalents including
   restricted cash of $2,848,076 and
   $16,984,654, respectively                 $20,185,739    $ 34,546,166
  Other current assets                        14,125,293       7,410,331
                                             -----------     -----------
    Total current assets                      34,311,032      41,956,497
                                             -----------     -----------
PROPERTY AND EQUIPMENT, NET                  247,982,406     243,692,571
                                             -----------     -----------
OTHER LONG-TERM ASSETS                        77,971,671      84,952,623
                                             -----------     -----------
                                            $360,265,109    $370,601,691
                                             ===========     ===========

                   LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES                            39,711,668     48,448,985
                                              -----------    -----------
OTHER LONG-TERM LIABILITIES                       266,760        266,761
                                               ----------    -----------
LONG-TERM DEBT, NET OF CURRENT MATURITIES     260,046,522    258,261,231
                                              -----------    -----------

SHAREHOLDERS' EQUITY:
  Common stock, $0.01 par, 50,000,000 shares
    authorized, 35,637,083 issued and
    outstanding at March 31, 1997 and outstanding
    at December 31, 1996                           356,371      356,371
  Undesignated stock, 2,500,000 shares
    authorized, none issued                             --           --
  Additional paid-in capital                    67,123,702   67,123,702
  Retained deficit                              (6,184,773)  (2,513,062)
  Unrealized holding loss on securities           (620,156)    (850,156)
  Less unearned compensation                      (434,985)    (492,141)
                                               -----------  -----------
Total shareholders' equity                      60,240,159   63,624,714
                                               -----------  -----------
                                              $360,265,109 $370,601,691
                                               ===========  ===========
* Derived from audited financial statements
            See notes to condensed consolidated financial statements.
                                      3

<PAGE>
                  CASINO MAGIC CORP. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
                                                    Three months ended
                                                        March 31,
                                               -------------------------
                                                  1997          1996
                                               -----------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                          $(3,671,711)  $  1,643,674
  Adjustments for non-cash charges             7,984,066      3,922,188
  Changes in assets and liabilities           (6,923,953)      (654,469)
                                              -----------   -----------
     Net cash provided by(used in) operating
         activities                           (2,611,598)     4,911,393
                                              -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of property and equipment      (15,537,976)   (4,289,339)
  Other, net                                    2,816,685      (377,979)
                                              -----------   -----------
     Net cash used in
        investing activities                  (12,721,291)   (4,667,318)
                                              -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal payments on notes payable
    and long-term debt                         (5,259,870)     (575,634)
  Net proceeds from issuance of long-term debt  6,350,000            --
  Other, net                                     (117,668)    1,431,313
                                              -----------   -----------
     Net cash provided by financing activities    972,463       855,679
                                              -----------   -----------
NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                  (14,360,427)    1,099,754
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 34,546,166    30,755,698
                                              -----------   -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD      $20,185,739   $31,855,452
                                              ============ ============

                   SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the period for:
  Interest (net of amount capitalized)        $7,032,156   $  (115,391)
  Income taxes (net of refunds)                      --            --

Supplemental schedule of non-cash investing and financing activities:
Property and equipment and other asset
  acquisitions included in accounts and
  construction payable and accrued expenses   $3,959,982     $   103,754

See notes to condensed consolidated financial statements.

                                      4

<PAGE>
                   CASINO MAGIC CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          (Information with respect to the Three Months Ended
                 March 31, 1997 and 1996 is Unaudited)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     ORGANIZATION AND BASIS OF PRESENTATION:

The  consolidated  financial  statements  include the accounts of Casino Magic
Corp.  and  its  wholly-owned  subsidiaries  ("the Company").  All significant
intercompany  accounts  and transactions have been eliminated.  Investments in
unconsolidated  affiliates  are  accounted  for  using  the  equity  method of
accounting.  The Company conducts casino gaming operations in Bay Saint Louis,
Mississippi, Biloxi, Mississippi, Bossier City, Louisiana and in the Argentina
Province of Neuquen in the cities of Neuquen City and San Martin de los Andes.
Certain  information  and  footnote disclosures normally included in financial
statements  prepared  in  accordance  with  generally  accepted  accounting
principles have been condensed or omitted.

The  accompanying  unaudited  consolidated  financial  statements  contain all
adjustments  which  are,  in  the  opinion of management, necessary for a fair
statement  of  the  results of the interim periods.  The results of operations
for  the  interim  periods  are not indicative of results of operations for an
entire  year.  It is suggested that these consolidated financial statements be
read  in  conjunction with the consolidated financial statements and the notes
thereto  included  in  the  Company's  Annual Report on Form 10-K for the year
ended December 31, 1996.

Certain  reclassifications  have been made to 1996 amounts to conform with the
March 31, 1997 presentation.


2.   EARNINGS PER SHARE:

In  February  1997,  the Financial Accounting Standards Board issued Statement
No.  128  (FAS 128), "Earnings Per Share", which simplifies the computation of
earnings  per share.  FAS 128 is effective for financial statements issued for
periods  ending after December 15, 1997 and requires restatement for all prior
period  earnings  per  share  data  presented.    Basic earnings per share and
diluted  earnings per share calculated in accordance with FAS 128 would remain
unchanged  at  $(0.10)  per  share for the first quarter of 1997 and $0.05 per
share for the first quarter of 1996.






                                      5
<PAGE>

                     CASINO MAGIC CORP. AND SUBSIDIARIES
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The  discussions  regarding  proposed  Company  developments  and  operations
included  in  "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS"  contain  forward  looking  statements that involve a
number of risks and uncertainties.  These proposed developments and operations
include:  (i)  completion  of a hotel in 1998, at Casino Magic-Biloxi and (ii)
the  Company's  ability  to  fund  planned  developments  and  debt  service
obligations  over  the  next  twelve  months with currently available cash and
marketable securities, and with cash flow from operations.  In addition to the
risks and uncertainties discussed below, other factors that could cause actual
results  to  differ materially are detailed from time to time in the Company's
reports  filed  with the Securities and Exchange Commission, including without
limitation  in  Note 1 of Notes to the Consolidated Financial Statements filed
with  the Annual Report on Form 10-K for Casino Magic Corp. for the year ended
December 31, 1996.

RESULTS OF OPERATIONS

The  following  table  sets  forth for the periods indicated certain operating
information  for  the  Company  on  a  consolidated basis and for its existing
properties.  The  principal  operating  entities  are  Mardi Gras Casino Corp.
("Casino  Magic-BSL")  and  Biloxi  Casino  Corp. ("Casino Magic-Biloxi") both
dockside casinos operating on the Gulf Coast of Mississippi (together referred
to  collectively as the "Casino Magic-Gulf Coast"), Casino Magic of Louisiana,
Corp.  ("Casino  Magic-Bossier  City")  and  Casino  Magic-Neuquen  SA,  which
operates  gaming  facilities  at two casino sites in Neuquen and San Martin de
los  Andes,  Argentina.  The Company also owned a 49% interest in Porto Carras
Casino S.A. ("Porto Carras") which managed a casino at the Porto Carras resort
approximately  60  miles  south of Thesseloniki, Greece.  The Company sold all
interest in Porto Carras in December 1996.


















                                      6

<PAGE>
                     CASINO MAGIC CORP. AND SUBSIDIARIES
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

                                                 Quarter ended March 31,
                                                 (Dollars in Thousands)
                                               -------------------------
                                                   1997          1996
                                               -----------   -----------

Revenues:
  Casino Magic-BSL (1).......................   $ 22,066    $    21,044
  Casino Magic-Biloxi (2)....................     16,092         16,833
  Casino Magic Bossier City (3)..............     23,206             --
  Casino Magic-Neuquen (4)...................      4,415          3,944
  Corporate and Other (5)....................         --          1,304
                                                --------     ----------
    Total revenues...........................     65,779         43,125

Costs and expenses:
  Casino Magic-BSL...........................     18,248         16,234
  Casino Magic-Biloxi........................     14,711         14,133
  Casino Magic Bossier City..................     25,305             --
  Casino Magic-Neuquen.......................      3,083          3,183
  Corporate and Other........................      2,435          4,009
                                               ---------     ----------
    Total costs and expenses.................     63,782         37,559

EBITDA:
  Casino Magic-BSL...........................      5,372          6,266
  Casino Magic-Biloxi........................      2,833          4,123
  Casino Magic Bossier City..................       (740)            --
  Casino Magic-Neuquen.......................      1,642          1,058
  Corporate and Other........................     (2,072)        (1,634)
                                                --------      ---------
    Total EBITDA.............................      7,035          9,813

Income (loss) from operations:
  Casino Magic-BSL...........................      3,818          4,810
  Casino Magic-Biloxi........................      1,381          2,700
  Casino Magic Bossier City..................     (2,099)            --
  Casino Magic-Neuquen.......................      1,332            761
  Corporate and Other........................     (2,435)        (2,706)
                                               ---------     ----------
    Total income from operations.............      1,997    $     5,565
                                               ===========   ==========
                                      7

<PAGE>
                     CASINO MAGIC CORP. AND SUBSIDIARIES
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

  (1) Began operations September 30, 1992; expanded casino capacity
      December 31, 1992.
  (2) Began operations June 5, 1993; expanded casino capacity
      December 16, 1993.
  (3) Began operations October 4, 1996; opened permanent facility on
      December 31, 1996.
  (4) Began operations on January 1, 1995.
  (5) Includes management fees and royalty fees from Porto Carras which
      began operations May 18, 1995.  Equity in earnings with respect to
      Porto Carras is reported as non-operating income.  The Company
      ceased recording management fees and royalty fees from Porto
      Carras on October 1, 1996.

Three  months  ended  March  31, 1997 compared to three months ended March 31,
1996.

Consolidated  revenues  increased  $22.7  million,  or 52.5%, to $65.8 in 1997
compared  to  $43.1  in  1996.    The  increase  in  consolidated  revenues is
attributable  to  $23.2  million  in revenues from the Company's new facility,
Casino  Magic-Bossier  City,  which opened in late 1996, increased revenues at
Casino  Magic-BSL  of $1.0 million or 4.7%, increased revenues of $0.5 million
or  12.0%  at  Casino  Magic-Neuquen,  with  offsetting declines in revenue at
Casino  Magic-Biloxi  of  $0.7  million,  the  loss  of  $0.4 in revenues from
Goldiggers  due  to  its  sale  in  June  1996 and the loss of $1.0 million in
royalties  and  management fees due to the divesting of all Company operations
in  Greece  during  1996, where all royalties and management fee revenues were
generated.   Casino Magic-Biloxi's revenues decline is primarily the result of
competing  hotel/casino  operations  on  both sides of the Casino Magic-Biloxi
with  significantly  greater  amenities than Casino Magic-Biloxi.  Competitive
pressures  will  likely  continue  to  effect Casino Magic-Biloxi revenues and
operating margins until such time as the hotel currently under construction is
completed.    Completion  of  the  hotel at Casino Magic-Biloxi is expected in
1998.    Additionally, Casino Magic-Biloxi will continue to experience reduced
revenues in 1997 during the construction of the hotel due to inconveniences to
the  customer  to enter the casino during the construction phase of the casino
and  hotel  entrance  and  lobby  areas.    Management believes that the hotel
currently  under  construction  at  Casino  Magic-Biloxi  will  help offset or
reverse these declines in revenues at Casino Magic-Biloxi.

Operating costs and expenses increased $26.2 million or 70.0% to $63.8 million
in  the  first  quarter of 1997.  Of this increase $25.3 million is related to
the  Company's  new  facility, Casino Magic-Bossier City, which opened in late
1996,  the  remainder of the increase is the result of various fluctuations in
operating  costs and expenses, both increases and decreases, at various gaming
facilities owned by the Company and the Company's corporate office.  Excluding



                                      8

<PAGE>
                     CASINO MAGIC CORP. AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


the  effects  of  Casino  Magic-Bossier  City,  operating  costs  and expenses
increased  $0.9  million  or 2.5% from 1996 to 1997.  These increases were the
direct  result  of increased marketing, advertising and promotional efforts at
both  properties  on  the  Gulf  Coast.    Additionally,  increased costs were
incurred  as  a  result of the opening of a golf course at Casino Magic-BSL in
February 1997.

Earnings before income taxes, depreciation and amortization (EBITDA) decreased
$2.8  million  or  39.4%  in the first quarter of 1997 as compared to the same
period  in  1996.    The  first  quarter 1996 results include revenues of $1.3
million  and EBITDA of $0.8 million from operations in South Dakota and Greece
which  were  sold  during 1996.  The remaining declines in EBITDA in the first
quarter of 1997 as compared to the first quarter of 1996 are the result of the
following:  (i)  a  negative  EBITDA  contribution of $0.7 million from Casino
Magic-Bossier  City due to lower than expected revenues and high marketing and
promotional  expenditures  as  well  as a level of overall expenses consistent
with  operating a property at higher revenue levels; (ii) a decrease in EBITDA
at  Casino  Magic-BSL to $5.4 million from $6.3 million, primarily as a result
of increased costs in marketing and advertising expense, and maintenance costs
associated with the new golf course which opened in February 1997; and (iii) a
decrease  in  EBITDA at Casino Magic-Biloxi to $2.8 million compared with $4.1
million  during  the  same  period  in 1996, which was primarily the result of
increased  marketing  and advertising costs of $0.9 million.  EBITDA at Casino
Magic-Neuquen  increased $0.6 million in the first quarter of 1997 as compared
to  the  first  quarter  of 1996.  This increase is the result of increases in
slot  machine  revenues.   Casino Magic-Neuquen has continued to grow the slot
machine  player  base  and  American  style  gaming  continues to attract more
customers.

Income  from  operations  decreased  $3.6 million to $2.0 million in the first
quarter  of  1997  compared  to  $5.6  million in the same period in 1996.  In
addition  to the items describing the fluctuations in EBITDA, depreciation and
amortization  increased $0.8 million as the result of the Company's new gaming
facility in Casino Magic-Bossier City.

Other  (income)  expense  (non-operating  income  and  expense) increased $4.4
million  over  the  comparative  quarters.  Approximately $3.7 million of this
increase  is  the result of the addition of the $115 million in first mortgage
notes in August 1996 related to the development of Casino Magic-Bossier City. 
The  remainder  of  the  increase  is  due  to  the  loss  of  income  from an
unconsolidated  subsidiary,  Porto  Carras  Casino  S.A.,  which  was  sold in
December 1996.

The  Company had a net loss of $3.7 million, or $0.10 per share in the current
year  first quarter compared to net income of $1.6 million, or $0.05 per share
in the first quarter of the preceding year.  The majority of this decline in


                                      9

<PAGE>
                     CASINO MAGIC CORP. AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued):


net  income  between the periods is due to the increase in interest expense of
$3.7  million  and  the  lack  of  contribution  to  operating income from the
Company's new gaming facility in Casino Magic-Bossier City.

Liquidity and Capital Resources

At March 31, 1997, the Company had unrestricted cash and marketable securities
of  $17.3  million  compared to unrestricted cash and marketable securities of
$17.6 million at December 31, 1996.  In addition, the Company had $2.8 million
in  restricted  cash  relating  to  the  $115,000,000  First  Mortgage  Notes
("Louisiana  First  Mortgage Notes") issued to fund the construction of Casino
Magic-Bossier  City.    For  the  quarter  ended  March  31, 1997, the Company
expended $2.6 million of cash flow from operating activities and received $6.4
million  of proceeds from the incurrence of long term debt.  The Company spent
$15.6  million for the acquisitions of property, equipment and other long-term
assets, and reduced long term debt by $5.2 million.

The Company expended approximately $8.1 million in capital improvements at its
Gulf  Coast  properties  and  $7.0  million  in capital expenditures at Casino
Magic-Bossier  City  during  the  first  quarter  of  1997.  The Company plans
additional  investments  in  1997  at  its  Gulf  Coast  properties and Casino
Magic-Bossier  City, much of which is subject to the cash flows of the Company
or  the  availability  of  financing.    There are no assurances that adequate
funding will be available for these planned investments.

The  Company  opened  Casino  Magic-Bossier  City  on October 4, 1996, using a
temporary  boarding  facility,  and on December 31, 1996, opened the permanent
facility.    The  Company's  plans for the development of Casino Magic-Bossier
City  are  divided  into  two phases.  The first phase (which was completed on
December  31,  1996)  includes  a  30,000 square foot floating dockside casino
space,  with  986 slots and 44 table games; a 37,000 square foot entertainment
and  food and beverage pavilion, with 1,550 covered parking spaces and surface
parking  spaces for 400 cars.  The second phase plans include the construction
of a 60,000 square foot entertainment facility and a 400-room convention hotel
and  related  amenities,  including  restaurants,  banquet space, a theater, a
swimming  pool,  a health club and a child-care facility.  The development and
construction  of  the  second  phase  improvements  are largely dependent upon
receipt  of  proceeds  from a future sale of the Crescent City Queen (a gaming
riverboat  owned  by Casino Magic-Bossier City) and future operating cash flow
of  Casino  Magic-Bossier  City.  it is unlikely that the second phase will be
undertaken  in  the near future, and no assurances can be given that funds for
such  development  will  become  available  or  that  such  hotel  and related
facilities will ever be developed.



                                      10

<PAGE>
                   CASINO MAGIC CORP. AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued):

As of May 1997, Casino Magic-Bossier City had complied with all aspects of the
Cash  Collateral  and  Disbursement  Agreement  (as  defined  in the indenture
concerning  the  $115,000,000 First Mortgage Notes used for the development of
Casino Magic-Bossier City) and all restricted cash has been released.

The  Company  is  currently constructing a hotel tower at Casino Magic-Biloxi 
atop of the eight-story parking garage adjacent to the casino.  The hotel will
consist of approximately 378 rooms, including approximately 86 suites and will
include  standard  amenities  such  as  a  swimming pool and modest conference
space.    The  hotel  structure,  when completed, is expected to be one of the
tallest  buildings in Biloxi.  Construction on the hotel commenced in December
1996,  and  completion  is estimated for 1998. However, the hotel construction
costs  are  being  funded  solely out of the cash flow of Casino Magic-BSL and
Casino  Magic-Biloxi,  and  the  current lack of cash flow may deny or prevent
completion at the hotel as planned.

In February 1997, the Company engaged an investment banking firm to assist the
Company  in  exploring  alternatives  of  a merger, joint venture or strategic
alliance with a third party to assist the Company in the future development of
the Company's gaming facilities.

Under  the  terms  of  the  Indenture  associated  with the $135,000,000 First
Mortgage  Notes,  Casino  Magic  Corp., Mardi Gras Casino Corp., Biloxi Casino
Corp.  and  Casino  Magic  Finance Corp. have certain restrictions relative to
additional borrowings and guarantees.  Jefferson Corp and Louisiana Corp. have
certain restrictions relative to additional borrowings and cash flow under the
terms  of the Louisiana Indenture associated with the Louisiana First Mortgage
Notes.

The  Company will have a significant need for cash in 1997 and beyond in order
to  continue  its  planned  pursuit  of gaming opportunities and the continued
development  of  its  existing properties.  The Company believes that cash and
marketable  securities  at  March  31,  1997,  together  with  cash flows from
operations  and  an anticipated tax refund of approximately $6,000,000 will be
sufficient  to  service its operating and debt service requirements through at
least  the  next  twelve months, but may not be sufficient to fund the planned
1997  construction  activities  relating to the Casino Magic-Biloxi hotel, and
are  not  sufficient  to  engage  in  any other development activities without
additional debt or equity financing.

                                      11
<PAGE>
                     CASINO MAGIC CORP. AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued):


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     Reference  is  made  to  the Company's Annual Report on Form 10-K for the
year  ended  December  31,  1996  on  file  with  the  Securities and Exchange
Commission.    During  the quarter ended March 31, 1997, the Company was not a
party  to  any  newly  instituted  legal  proceedings  and  there have been no
material developments during such period to existing legal proceedings.

ITEM 2.  CHANGES IN SECURITIES

     None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

     None.

ITEM 5. OTHER INFORMATION

     None.

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

     (a) Exhibits

     None

(b) Reports on Form 8-K:

     None.












                                      12

<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.


                               CASINO MAGIC CORP.
                               Registrant



Date:  May 14, 1997               /s/        JAMES E. ERNST
     ----------------             --------------------------------------
                                  James E. Ernst, President
                                  and Chief Executive Officer



Date:  May 14, 1997               /s/        JAY S. OSMAN
     ----------------             --------------------------------------
                                  Jay S. Osman, Chief Financial Officer
                                  and Treasurer (principal financial
                                  and accounting officer)
























                                      13
<PAGE>