SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549

                             FORM 8-K

                          CURRENT REPORT

                Pursuant to Section 13 or 15(d) of
                the Securities Exchange Act of 1934



Date of Report (date of earliest event reported): December 16, 1997


                   DUNES HOTELS AND CASINOS INC.
      (Exact name of registrant as specified in its charter)

                              NEW YORK
          (State or other jurisdiction of incorporation)


              1-4385                                11-1687244
     (Commission File Number)           (IRS Employer Identification No.)

4600 NORTHGATE BOULEVARD, SUITE 130, SACRAMENTO, CALIFORNIA       95834
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code: (916) 929-2295


                            NOT APPLICABLE
   (Former name or former address, if changed since last report)

<PAGE>2

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

     John B. Anderson ("Anderson"), Edith Anderson  ("Anderson's  wife"), Cedar
Development  Co.  ("Cedar"),  J.A.  Inc.  ("JA"), and J.B.A. Investments,  Inc.
("JBA" and, collectively with Anderson, his  wife,  Cedar and JA, the "Anderson
Parties")  are  involved  in  litigation (the "Anderson Litigation")  with  the
Federal Deposit Insurance Corporation  (the "FDIC").  This matter is more fully
described in the Company's Form 10-K for  the year ended December 31, 1996, see
"Item 3.  Legal Proceedings - Federal Deposit  Insurance Corporation, et al. v.
John B. Anderson, et al."; Form 8-K, "Item 5.  Other Events," dated February 4,
1997; Form 8-K, "Item 5.  Other Events," dated March  26,  1997;  and Form 8-K,
"Item 5.  Other Events," dated July 8, 1997.  Until December 11, 1997, Anderson
was the President and Chairman of the Board of the Company and Chairman  of the
Board  of  various  subsidiaries  of  the Company.  See "Item 5.  Other Events"
below.  Prior to the events described herein,  Anderson,  through his ownership
of  Cedar, the parent of Baby Grand Corp. ("BGC") and JBA, owned  approximately
4,280,756  shares  or 67.2% of the Company's outstanding common stock, $.50 par
value per share (the  "Common  Stock").   Of  those shares (i) 3,000,000 shares
(the  "FDIC  Pledged  Shares")  have been pledged as  collateral  in  favor  of
entities of which the FDIC is a successor  and/or  assign,  and  (ii) 1,280,756
shares (the "BGC Pledged Shares") had been pledged as collateral in  favor of a
subsidiary  of  the  Company.   The BGC Pledged Shares have been ordered to  be
turned over to a Special Master appointed  by the United States District Court,
District of Nevada (the "Nevada District Court"),  as  more  fully described in
"Item 5.  Other Events" below.

     In July 1997, the FDIC won a motion in the Anderson Litigation  before the
Nevada  District  Court  to  enforce  its security interest in the FDIC Pledged
Shares.  On December 12, 1997, the FDIC  filed  in the Nevada District Court an
emergency motion to acknowledge the FDIC's right  to  act  by unanimous written
consent and to authorize the FDIC to so act with respect to Cedar, BGC, JBA and
JA.   On  December  16, 1997, with the consent of all parties to  the  Anderson
Litigation, the Nevada  District  Court issued an order declaring that the FDIC
has the right to act by written consent with respect to Cedar, BGC, JBA and JA.
Because  of the Nevada District Court's  order,  the  FDIC  has  the  power  to
exercise voting rights with respect to the FDIC Pledged shares, which represent
47.1% of the  outstanding  Common  Stock.  Because the FDIC is able to exercise
voting rights with respect to the FDIC  Pledged  Shares,  the  FDIC  is able to
exercise substantial influence with respect to the election of the entire Board
of  Directors  of  the Company and all matters submitted to stockholders.   The
FDIC is able to significantly  influence the direction and future operations of
the  Company, including decisions  regarding  future  financings  (which  could
involve  the  issuance  of  additional  Common  Stock  or other securities) and
decisions regarding the day-to-day operations of the Company's  real estate and
agricultural  operations.   If the Nevada District Court ultimately  determines
that the FDIC has authority to  exercise  voting rights with respect to the BGC
Pledged  Shares,  then the FDIC would have the  power  to  vote  67.2%  of  the
outstanding Common Stock of the Company.  In such event, the FDIC would be able
to control, rather  than  only  significantly  influence,  the  election of the
entire  Board  of  Directors  of  the  Company  and  all  matters submitted  to
stockholders.

     In a letter dated January 15, 1998, to the Company, the FDIC demanded that
the  Company  hold  a  special  meeting of the stockholders of the  Company  by
January 30, 1998, and at which meeting  the  FDIC  intends to vote or cause BGC
and  JBA  to  vote  the  FDIC Pledged Shares to remove the  existing  board  of
directors of the Company and  to  elect  a designee or designees of the FDIC to
constitute the new board of directors of the  Company.  The FDIC further stated
that no corporate action should be taken by the  Company  which is inconsistent
in any manner with the rights of the FDIC.

<PAGE>3

     In response to the FDIC's demand of January 15, 1998, the directors of the
Company on January 27, 1998, held a board meeting and met with  representatives
of the FDIC.  The Company stated that in light of regulatory requirements under
state  and  federal  securities laws, the Company is unable to hold  a  special
shareholder meeting by  January  30,  1998.   The  Company indicated that it is
willing to discuss the procedures and effects of a stockholder meeting with the
FDIC,  but pending more information from the FDIC that  it  was  deferring  the
formal setting  of  the  meeting date and record date for voting purposes.  The
FDIC has not yet responded to the Company.

     Further, the FDIC has  successfully  obtained  the  approval of the Nevada
District Court to authorize the liquidation of the various  corporate  entities
included  among the Anderson Parties.  There can be no assurance that the  FDIC
would not take similar action with respect to the Company and its subsidiaries.

     Regardless  of what action, if any, the FDIC should determine to take with
respect to the Company,  if there is a change of more than 50% of the ownership
of the outstanding Common  Stock (taking into account the action of the FDIC as
well as certain other changes  that  have  occurred  over  the prior three-year
period), there will be a change of control of the Company for  purposes  of the
Internal Revenue Code of 1986, as amended (the "Code").  At September 30, 1997,
the Company had a net operating loss carry forward ("NOL") of approximately $46
million.   The  Board of Directors believes that this NOL represents a valuable
asset of the Company.   It  is  unclear  whether or not the events described in
this report have resulted in a change of control  under  the Code.  If the FDIC
obtains  the  power  to  vote the BGC Pledged Shares in addition  to  the  FDIC
Pledged Shares, there would  be  a  change  of  control  under the Code.  It is
possible  that  the  Internal Revenue Service will take the position  that  the
events described in "Item  5.   Other  Events" below or other events within the
prior three-year period, taken together with the events described in this "Item
1.  Changes in Control of Registrant," have  already  resulted  in  a change of
control  under  the Code.  If there is a change of control under the Code,  the
value of the Company's NOL would be materially adversely reduced or eliminated.
There can be no assurance  that  a  change of control will not occur or has not
already occurred.

     The Company is unable to determine  the consideration paid by the FDIC for
the Common Stock because the FDIC Pledged  Shares  were  part  of  a collateral
package in connection with a Debtor-Creditor Agreement between Anderson and the
FDIC.

ITEM 5.  OTHER EVENTS

     On  November 26, 1997, the Company entered into a Loan Purchase  Agreement
(the "Note  Sale  Agreement") with Anderson, as trustee of the John J. Anderson
Family Trust (the "Trust").   At such date, Anderson was President and Chairman
of the Board of the Company and  through  his  ownership  of Cedar was the sole
shareholder  and President of BGC.  The Note Sale Agreement  provided  for  the
sale of a note  (the  "BGC  Note")  issued  by  BGC payable to M & R Investment
Company, Inc. ("MRI"), a wholly-owned subsidiary  of the Company.  The BGC Note
is described in detail in the Company's Form 10-K for  the  year ended December
31,  1996.   See Item 1. "Business - Other Activities - Certain  Loans  -  Baby
Grand Corp."  The BGC Note had a principal balance at the date of the Note Sale
Agreement of approximately  $1.9  million  and was due on December 1, 1997.  It
was carried on the Company's books at approximately  $100,000,  an amount which
the Company believed to be its net realizable value.  The sale price of the BGC
Note  was  $320,000  plus  a possible contingent bonus payment of $50,000.   In
connection with the Agreement,  MRI  assigned  to  the  Trust all of its rights
pursuant  to  that certain Amended and Restated Pledge Agreement  (the  "Pledge
Agreement") dated  November  2, 1992, made by BGC in favor of MRI.  Pursuant to

<PAGE>4


the Pledge Agreement, BGC had  granted  the  Company a security interest in the
BGC Pledged Shares as collateral for the BGC Note.

     The Note Sale Agreement was unanimously approved by the Audit Committee of
the Board of Directors and by seven (7) of the  Directors  of the Company.  The
Note Sale Agreement was approved because the Board of Directors  and  the Audit
Committee had been advised by counsel that the imminent foreclosure on  the BGC
Pledged  Shares  by MRI, which represent approximately 20.1% of the outstanding
Common Shares of the  Company,  when  coupled  with the then likely exercise of
voting rights by the FDIC of the FDIC Pledged Shares,  which represent 47.1% of
the  outstanding  Common  Stock of the Company, would result  in  a  change  of
control under the Code.  Such  change  of control would result in a significant
reduction, or the complete loss, of the  NOL.  See "Item 1.  Changes in Control
of Registrant" above.  The Board of Directors  and the Audit Committee had been
advised by counsel that, only through Anderson maintaining control over the BGC
Pledged Shares could a change of control be avoided  and that the Trust was the
only entity controlled by Anderson that, at the time the  Note  Sale  Agreement
was approved, was free from claims of the FDIC that might adversely effect  the
ownership  of  the BGC Pledged Shares.  The Note Sale Agreement was approved to
avoid the loss of  the  NOL.   Anderson  did  not  participate  in  the Board's
deliberation  or  vote  with  respect  to  the  Note  Sale Agreement.  Anderson
represented to the Board that (i) he was aware of his fiduciary  obligation  to
the  Company, and (ii) he was unaware of any transaction pending or in prospect
which would enhance the value of the Note above the sale price to the Trust.

     On  December 2, 1997, subsequent to completing the Note Sale Agreement, it
came to the  Company's  attention  that  BGC  had  transferred to the Trust, in
satisfaction of the BGC Note, assets having an estimated  value,  determined by
BGC, ranging from $1,192,443 (low estimate) to $1,612,632 (high estimate).  The
assets  transferred  consisted of the BGC Pledged Shares, the net equity  in  a
residence occupied by  Anderson  in  Yolo  County,  California, and $580,000 in
cash.

     By letter to Anderson, as trustee of the Trust,  dated  December  8, 1997,
the Company demanded that Anderson confirm to the Company that the transfer  of
the  assets  from BGC to the Trust did in fact occur.  In addition, the Company
demanded that  all  assets received by the Trust from BGC, less the amount paid
to MRI for the purchase  of  the  BGC Note, be turned over to MRI.  The Company
further advised Anderson that the Company  reserves  all  rights  and remedies,
including possible claims for compensatory and punitive damages, the imposition
of a constructive trust, and rescission.

     On  December  15,  1997,  Larry  L. Bertsch, the Special Master previously
appointed by the Nevada District Court,  filed  with  that  court  an emergency
motion seeking (1) to set aside the allegedly fraudulent transfers of assets by
the Company to the Trust and by BGC to the Trust; (2) to freeze assets  held by
the  Trust;  and (3) to schedule an order to show cause why Anderson, James  H.
Dale (the Company's  Secretary  and  a Director and the President of MRI), Kent
Neville  Calfee  (counsel  to Anderson who  drafted  the  Note  Sale  Agreement
documents), and Calfee & Young  (Calfee's  law  firm)  should  not  be  held in
contempt by the Nevada District Court.

     On December 16, 1997, the Nevada District Court ordered that Anderson,  as
trustee  of  the  Trust,  return to BGC the $580,000 in cash.  The Nevada Court
further ordered that the residence  in  Yolo  County,  California remain in the
Trust until further order of the Nevada District Court and that the BGC Pledged
Shares be turned over to the custody of the Special Master  until further order
of the Nevada District Court.  The Nevada District Court gave the parties until
January  9,  1998,  to  submit responses to the Special Master's  Motion.   The

<PAGE>5


Company submitted a response  on  that  date  challenging the allegation in the
Special Master's Motion that MRI fraudulently transferred  between $872,443 and
$1,292,632 to the Trust.  The response also opposes the unwinding  of  the Note
Sale  Agreement  and  any order that would deny the Trust ownership of the  BGC
Pledged Shares.  If the Nevada District Court issues such an order, a change of
control in the Company  will  occur.   See  "Item 1.  Changes in Control of the
Registrant" above.  At this time, the Company  is unable to predict the outcome
of the motion.

     The Company intends to defend vigorously the  Special Master's request for
a contempt citation against James H. Dale, and in subsequent  filings made with
Nevada  District Court, the Special Master and FDIC have omitted  Mr.  Dale  in
seeking contempt  and  sanctions.   On  December  11,  the  Company's  board of
Directors  terminated  Anderson  as  president  and Chairman of the Board.  The
Company  is  considering  the  possibility  of bringing  legal  action  against
Anderson  and the Trust.  Additionally, the FDIC  has  caused  Anderson  to  be
removed from  his  positions  as  Director  and officer of the various Anderson
Parties; those positions are now occupied by representatives of the FDIC.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBIT

(c)  Exhibits

EXHIBIT NUMBER  DESCRIPTION

10.1            Loan Purchase Agreement dated  November 19, 1997, between M & R
                Investment Company, Inc. and John  B.  Anderson,  as Trustee of
                the John J. Anderson Family Trust


<PAGE>6


                              SIGNATURES


     Pursuant to the requirements of the Securities and Exchange Act  of  1934,
the  registrant  has  duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                      DUNES HOTELS AND CASINOS INC.
                                      (Registrant)



Dated: February 3, 1998               By:      /S/ JAMES H. DALE
                                      James H. Dale, Secretary/Treasurer
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SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549

                             FORM 8-K

                          CURRENT REPORT

                Pursuant to Section 13 or 15(d) of
                the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 16, 1997

                   DUNES HOTELS AND CASINOS INC.
      (Exact name of registrant as specified in its charter)

                              NEW YORK
          (State or other jurisdiction of incorporation)

              1-4385                                11-1687244
     (Commission File Number)           (IRS Employer Identification No.)

4600 NORTHGATE BOULEVARD, SUITE 130, SACRAMENTO, CALIFORNIA       95834
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: (916) 929-2295

                            NOT APPLICABLE
   (Former name or former address, if changed since last report)
2

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

     John B. Anderson ("Anderson"), Edith Anderson  ("Anderson's  wife"), Cedar
Development  Co.  ("Cedar"),  J.A.  Inc.  ("JA"), and J.B.A. Investments,  Inc.
("JBA" and, collectively with Anderson, his  wife,  Cedar and JA, the "Anderson
Parties")  are  involved  in  litigation (the "Anderson Litigation")  with  the
Federal Deposit Insurance Corporation  (the "FDIC").  This matter is more fully
described in the Company's Form 10-K for  the year ended December 31, 1996, see
"Item 3.  Legal Proceedings - Federal Deposit  Insurance Corporation, et al. v.
John B. Anderson, et al."; Form 8-K, "Item 5.  Other Events," dated February 4,
1997; Form 8-K, "Item 5.  Other Events," dated March  26,  1997;  and Form 8-K,
"Item 5.  Other Events," dated July 8, 1997.  Until December 11, 1997, Anderson
was the President and Chairman of the Board of the Company and Chairman  of the
Board  of  various  subsidiaries  of  the Company.  See "Item 5.  Other Events"
below.  Prior to the events described herein,  Anderson,  through his ownership
of  Cedar, the parent of Baby Grand Corp. ("BGC") and JBA, owned  approximately
4,280,756  shares  or 67.2% of the Company's outstanding common stock, $.50 par
value per share (the  "Common  Stock").   Of  those shares (i) 3,000,000 shares
(the  "FDIC  Pledged  Shares")  have been pledged as  collateral  in  favor  of
entities of which the FDIC is a successor  and/or  assign,  and  (ii) 1,280,756
shares (the "BGC Pledged Shares") had been pledged as collateral in  favor of a
subsidiary  of  the  Company.   The BGC Pledged Shares have been ordered to  be
turned over to a Special Master appointed  by the United States District Court,
District of Nevada (the "Nevada District Court"),  as  more  fully described in
"Item 5.  Other Events" below.

     In July 1997, the FDIC won a motion in the Anderson Litigation  before the
Nevada  District  Court  to  enforce  its security interest in the FDIC Pledged
Shares.  On December 12, 1997, the FDIC  filed  in the Nevada District Court an
emergency motion to acknowledge the FDIC's right  to  act  by unanimous written
consent and to authorize the FDIC to so act with respect to Cedar, BGC, JBA and
JA.   On  December  16, 1997, with the consent of all parties to  the  Anderson
Litigation, the Nevada  District  Court issued an order declaring that the FDIC
has the right to act by written consent with respect to Cedar, BGC, JBA and JA.
Because  of the Nevada District Court's  order,  the  FDIC  has  the  power  to
exercise voting rights with respect to the FDIC Pledged shares, which represent
47.1% of the  outstanding  Common  Stock.  Because the FDIC is able to exercise
voting rights with respect to the FDIC  Pledged  Shares,  the  FDIC  is able to
exercise substantial influence with respect to the election of the entire Board
of  Directors  of  the Company and all matters submitted to stockholders.   The
FDIC is able to significantly  influence the direction and future operations of
the  Company, including decisions  regarding  future  financings  (which  could
involve  the  issuance  of  additional  Common  Stock  or other securities) and
decisions regarding the day-to-day operations of the Company's  real estate and
agricultural  operations.   If the Nevada District Court ultimately  determines
that the FDIC has authority to  exercise  voting rights with respect to the BGC
Pledged  Shares,  then the FDIC would have the  power  to  vote  67.2%  of  the
outstanding Common Stock of the Company.  In such event, the FDIC would be able
to control, rather  than  only  significantly  influence,  the  election of the
entire  Board  of  Directors  of  the  Company  and  all  matters submitted  to
stockholders.

     In a letter dated January 15, 1998, to the Company, the FDIC demanded that
the  Company  hold  a  special  meeting of the stockholders of the  Company  by
January 30, 1998, and at which meeting  the  FDIC  intends to vote or cause BGC
and  JBA  to  vote  the  FDIC Pledged Shares to remove the  existing  board  of
directors of the Company and  to  elect  a designee or designees of the FDIC to
constitute the new board of directors of the  Company.  The FDIC further stated
that no corporate action should be taken by the  Company  which is inconsistent
in any manner with the rights of the FDIC.
3

     In response to the FDIC's demand of January 15, 1998, the directors of the
Company on January 27, 1998, held a board meeting and met with  representatives
of the FDIC.  The Company stated that in light of regulatory requirements under
state  and  federal  securities laws, the Company is unable to hold  a  special
shareholder meeting by  January  30,  1998.   The  Company indicated that it is
willing to discuss the procedures and effects of a stockholder meeting with the
FDIC,  but pending more information from the FDIC that  it  was  deferring  the
formal setting  of  the  meeting date and record date for voting purposes.  The
FDIC has not yet responded to the Company.

     Further, the FDIC has  successfully  obtained  the  approval of the Nevada
District Court to authorize the liquidation of the various  corporate  entities
included  among the Anderson Parties.  There can be no assurance that the  FDIC
would not take similar action with respect to the Company and its subsidiaries.

     Regardless  of what action, if any, the FDIC should determine to take with
respect to the Company,  if there is a change of more than 50% of the ownership
of the outstanding Common  Stock (taking into account the action of the FDIC as
well as certain other changes  that  have  occurred  over  the prior three-year
period), there will be a change of control of the Company for  purposes  of the
Internal Revenue Code of 1986, as amended (the "Code").  At September 30, 1997,
the Company had a net operating loss carry forward ("NOL") of approximately $46
million.   The  Board of Directors believes that this NOL represents a valuable
asset of the Company.   It  is  unclear  whether or not the events described in
this report have resulted in a change of control  under  the Code.  If the FDIC
obtains  the  power  to  vote the BGC Pledged Shares in addition  to  the  FDIC
Pledged Shares, there would  be  a  change  of  control  under the Code.  It is
possible  that  the  Internal Revenue Service will take the position  that  the
events described in "Item  5.   Other  Events" below or other events within the
prior three-year period, taken together with the events described in this "Item
1.  Changes in Control of Registrant," have  already  resulted  in  a change of
control  under  the Code.  If there is a change of control under the Code,  the
value of the Company's NOL would be materially adversely reduced or eliminated.
There can be no assurance  that  a  change of control will not occur or has not
already occurred.

     The Company is unable to determine  the consideration paid by the FDIC for
the Common Stock because the FDIC Pledged  Shares  were  part  of  a collateral
package in connection with a Debtor-Creditor Agreement between Anderson and the
FDIC.

ITEM 5.  OTHER EVENTS

     On  November 26, 1997, the Company entered into a Loan Purchase  Agreement
(the "Note  Sale  Agreement") with Anderson, as trustee of the John J. Anderson
Family Trust (the "Trust").   At such date, Anderson was President and Chairman
of the Board of the Company and  through  his  ownership  of Cedar was the sole
shareholder  and President of BGC.  The Note Sale Agreement  provided  for  the
sale of a note  (the  "BGC  Note")  issued  by  BGC payable to M & R Investment
Company, Inc. ("MRI"), a wholly-owned subsidiary  of the Company.  The BGC Note
is described in detail in the Company's Form 10-K for  the  year ended December
31,  1996.   See Item 1. "Business - Other Activities - Certain  Loans  -  Baby
Grand Corp."  The BGC Note had a principal balance at the date of the Note Sale
Agreement of approximately  $1.9  million  and was due on December 1, 1997.  It
was carried on the Company's books at approximately  $100,000,  an amount which
the Company believed to be its net realizable value.  The sale price of the BGC
Note  was  $320,000  plus  a possible contingent bonus payment of $50,000.   In
connection with the Agreement,  MRI  assigned  to  the  Trust all of its rights
pursuant  to  that certain Amended and Restated Pledge Agreement  (the  "Pledge
Agreement") dated  November  2, 1992, made by BGC in favor of MRI.  Pursuant to
4

the Pledge Agreement, BGC had  granted  the  Company a security interest in the
BGC Pledged Shares as collateral for the BGC Note.

     The Note Sale Agreement was unanimously approved by the Audit Committee of
the Board of Directors and by seven (7) of the  Directors  of the Company.  The
Note Sale Agreement was approved because the Board of Directors  and  the Audit
Committee had been advised by counsel that the imminent foreclosure on  the BGC
Pledged  Shares  by MRI, which represent approximately 20.1% of the outstanding
Common Shares of the  Company,  when  coupled  with the then likely exercise of
voting rights by the FDIC of the FDIC Pledged Shares,  which represent 47.1% of
the  outstanding  Common  Stock of the Company, would result  in  a  change  of
control under the Code.  Such  change  of control would result in a significant
reduction, or the complete loss, of the  NOL.  See "Item 1.  Changes in Control
of Registrant" above.  The Board of Directors  and the Audit Committee had been
advised by counsel that, only through Anderson maintaining control over the BGC
Pledged Shares could a change of control be avoided  and that the Trust was the
only entity controlled by Anderson that, at the time the  Note  Sale  Agreement
was approved, was free from claims of the FDIC that might adversely effect  the
ownership  of  the BGC Pledged Shares.  The Note Sale Agreement was approved to
avoid the loss of  the  NOL.   Anderson  did  not  participate  in  the Board's
deliberation  or  vote  with  respect  to  the  Note  Sale Agreement.  Anderson
represented to the Board that (i) he was aware of his fiduciary  obligation  to
the  Company, and (ii) he was unaware of any transaction pending or in prospect
which would enhance the value of the Note above the sale price to the Trust.

     On  December 2, 1997, subsequent to completing the Note Sale Agreement, it
came to the  Company's  attention  that  BGC  had  transferred to the Trust, in
satisfaction of the BGC Note, assets having an estimated  value,  determined by
BGC, ranging from $1,192,443 (low estimate) to $1,612,632 (high estimate).  The
assets  transferred  consisted of the BGC Pledged Shares, the net equity  in  a
residence occupied by  Anderson  in  Yolo  County,  California, and $580,000 in
cash.

     By letter to Anderson, as trustee of the Trust,  dated  December  8, 1997,
the Company demanded that Anderson confirm to the Company that the transfer  of
the  assets  from BGC to the Trust did in fact occur.  In addition, the Company
demanded that  all  assets received by the Trust from BGC, less the amount paid
to MRI for the purchase  of  the  BGC Note, be turned over to MRI.  The Company
further advised Anderson that the Company  reserves  all  rights  and remedies,
including possible claims for compensatory and punitive damages, the imposition
of a constructive trust, and rescission.

     On  December  15,  1997,  Larry  L. Bertsch, the Special Master previously
appointed by the Nevada District Court,  filed  with  that  court  an emergency
motion seeking (1) to set aside the allegedly fraudulent transfers of assets by
the Company to the Trust and by BGC to the Trust; (2) to freeze assets  held by
the  Trust;  and (3) to schedule an order to show cause why Anderson, James  H.
Dale (the Company's  Secretary  and  a Director and the President of MRI), Kent
Neville  Calfee  (counsel  to Anderson who  drafted  the  Note  Sale  Agreement
documents), and Calfee & Young  (Calfee's  law  firm)  should  not  be  held in
contempt by the Nevada District Court.

     On December 16, 1997, the Nevada District Court ordered that Anderson,  as
trustee  of  the  Trust,  return to BGC the $580,000 in cash.  The Nevada Court
further ordered that the residence  in  Yolo  County,  California remain in the
Trust until further order of the Nevada District Court and that the BGC Pledged
Shares be turned over to the custody of the Special Master  until further order
of the Nevada District Court.  The Nevada District Court gave the parties until
January  9,  1998,  to  submit responses to the Special Master's  Motion.   The
5

Company submitted a response  on  that  date  challenging the allegation in the
Special Master's Motion that MRI fraudulently transferred  between $872,443 and
$1,292,632 to the Trust.  The response also opposes the unwinding  of  the Note
Sale  Agreement  and  any order that would deny the Trust ownership of the  BGC
Pledged Shares.  If the Nevada District Court issues such an order, a change of
control in the Company  will  occur.   See  "Item 1.  Changes in Control of the
Registrant" above.  At this time, the Company  is unable to predict the outcome
of the motion.

     The Company intends to defend vigorously the  Special Master's request for
a contempt citation against James H. Dale, and in subsequent  filings made with
Nevada  District Court, the Special Master and FDIC have omitted  Mr.  Dale  in
seeking contempt  and  sanctions.   On  December  11,  the  Company's  board of
Directors  terminated  Anderson  as  president  and Chairman of the Board.  The
Company  is  considering  the  possibility  of bringing  legal  action  against
Anderson  and the Trust.  Additionally, the FDIC  has  caused  Anderson  to  be
removed from  his  positions  as  Director  and officer of the various Anderson
Parties; those positions are now occupied by representatives of the FDIC.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBIT

(c)  Exhibits

EXHIBIT NUMBER  DESCRIPTION

10.1            Loan Purchase Agreement dated  November 19, 1997, between M & R
                Investment Company, Inc. and John  B.  Anderson,  as Trustee of
                the John J. Anderson Family Trust
6

                              SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act  of  1934,
the  registrant  has  duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      DUNES HOTELS AND CASINOS INC.
                                      (Registrant)

Dated: February 3, 1998               By:      /S/ JAMES H. DALE
                                      James H. Dale, Secretary/Treasurer