AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 1998
                                          REGISTRATION NO. 333-
======================================================================
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                                
                                
                    RIO HOTEL & CASINO, INC.
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            NEVADA                                        95-3671082
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification No.)

        3700 WEST FLAMINGO ROAD, LAS VEGAS, NEVADA 89103
      (Address of registrant's principal executive offices)
                                
                                
     RIO HOTEL & CASINO, INC. 1995 LONG-TERM INCENTIVE PLAN
                    (Full title of the plan)
                                
                                
                      JAMES A. BARRETT, JR.
                    RIO HOTEL & CASINO, INC.
                     3700 WEST FLAMINGO ROAD
                     LAS VEGAS, NEVADA 89103
                         (702) 252-7733
  (Name, address, and telephone number, including area code, of
                       agent for service)
                                
          PLEASE SEND COPIES OF ALL CORRESPONDENCE TO:
                                
                        MICHAEL J. BONNER
                        SHERWOOD N. COOK
                KUMMER KAEMPFER BONNER & RENSHAW
                   3800 HOWARD HUGHES PARKWAY
                          SEVENTH FLOOR
                     LAS VEGAS, NEVADA 89109
                         (702) 792-7000

<TABLE>
<CAPTION>
                             CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                           PROPOSED            PROPOSED        AMOUNT OF
      TITLE OF EACH CLASS OF          AMOUNT TO BE     MAXIMUM OFFERING   MAXIMUM AGGREGATE  REGISTRATION
   SECURITIES TO BE REGISTERED       REGISTERED<F1>  PRICE PER SHARE<F2>  OFFERING PRICE<F2>      FEE
-----------------------------------------------------------------------------------------------------------
<S>                                 <C>                    <C>               <C>                <C>
Common Stock, $.01 par value        2,000,000 shares       $21.875           $43,750,000        $12,906
===========================================================================================================
<FN>
<F1> Represents  the  maximum  number  of  shares  which  may  be
     distributed pursuant to this Registration Statement.
<F2> Computed  pursuant  to Rule 457(h) solely  for  purposes  of
     determining the registration fee, based upon the average  of
     the high and low prices of the Registrant's common stock  as
     reported  on  the New York Stock Exchange on  June 11,  1998
     ($21.875).
</TABLE>

<PAGE>

                   INCORPORATION BY REFERENCE
                                
      This  Registration  Statement on Form S-8  is  being  filed
pursuant  to  General  Instruction E  to  Form  S-8  to  register
2,000,000 additional securities (the "Shares") of the same  class
as  those securities for which a registration statement filed  on
Form  S-8  relating  to Rio Hotel & Casino, Inc.  1995  Long-Term
Incentive  Plan  (the "Plan") is effective.  The Shares  are  the
result  of  an  amendment (the "Amendment")  to  the  Plan  which
increased  the amount of Rio Hotel & Casino, Inc. (the "Company")
Common Stock reserved for issuance under the Plan from a total of
2,000,000  shares to a total of 4,000,000 shares.  The  Amendment
was  adopted by the Company's board of directors on February  25,
1998  and approved by the Company's stockholders on May 21, 1998.
Pursuant  to  General  Instruction  E  to  Form  S-8,  except  as
otherwise   provided  herein,  the  contents   of   the   Company
registration  statement on Form S-8 (Registration No.  333-12011)
filed  with  the Securities and Exchange Commission on  September
13,  1996  and  relating to the Plan, are hereby incorporated  by
this reference.

                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
ITEM 8.   EXHIBITS.
       
 EXHIBIT    
  NUMBER    DESCRIPTION
            
   5.01     Opinion  of  Kummer  Kaempfer Bonner  &  Renshaw  re:
            legality of the securities being registered.
            
  10.01     Rio  Hotel  &  Casino, Inc. 1995 Long-Term  Incentive
            Plan (as approved May 21, 1998).
            
  23.01     Consent of Arthur Andersen LLP.
            
  23.02     Consent  of Kummer Kaempfer Bonner & Renshaw included
            in Exhibit 5.01.
            
  24.01     Power of Attorney, contained on page 3.
            
                                2
<PAGE>

                           SIGNATURES
                                
      Pursuant  to  the requirements of the Securities  Act,  the
registrant  certifies that it has reasonable grounds  to  believe
that it meets all the requirements for filing on Form S-8 and has
duly  caused  this  registration statement to be  signed  on  its
behalf by the undersigned, thereunto duly authorized, in the City
of Las Vegas, State of Nevada, on June 15, 1998.



                               RIO HOTEL & CASINO, INC.


                               By:  /s/ Anthony A. Marnell II
                                    Anthony A. Marnell II
                                    Chairman of the Board of Directors
                                    and Chief Executive Officer
                                    (Principal Executive Officer)
     
                                
                                
                        POWER OF ATTORNEY
                                
      The  undersigned  directors and officers  of  Rio  Hotel  &
Casino,  Inc. hereby appoint James A. Barrett, Jr. or  Ronald  J.
Radcliffe,  and  each  of  them,  as  attorney-in-fact  for   the
undersigned,  with full power of substitution,  for  and  in  the
name,  place and stead of the undersigned, to sign and file  with
the  Securities and Exchange Commission under the Securities  Act
any  and all amendments (including post-effective amendments) and
exhibits  to  this  registration  statement  and  any   and   all
applications and other documents to be filed with the  Securities
and  Exchange  Commission pertaining to the registration  of  the
securities  covered hereby, with full power and authority  to  do
and  perform any and all acts and things whatsoever requisite and
necessary or desirable, hereby ratifying and confirming all  that
said  attorney-in-fact,  or his substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

      Pursuant  to the requirements of the Securities  Act,  this
registration  statement has been signed by  the  persons  in  the
capacities and on the date indicated.

<TABLE>
<CAPTION>

         SIGNATURE                           TITLE                        Date
<S>                          <C>                                      <C>
/s/ Anthony A. Marnell II    Chairman of the Board of Directors and   June 15, 1998
-------------------------    Chief Executive Officer                        
    Anthony A. Marnell II    (Principal Executive Officer)
                                                                            
/s/ James A. Barrett, Jr.    President, Chief Operating Officer and   June 15, 1998
-------------------------    Director                                       
    James A. Barrett, Jr.                             
                                         3
                                          
<PAGE>
/s/ Ronald J. Radcliffe      Vice President, Treasurer and Chief      June 15, 1998
-------------------------    Financial Officer (Principal Financial         
    Ronald J. Radcliffe      and Accounting Officer)
                                                                            
/s/ John A. Stuart           Director                                 June 15, 1998
-------------------------
    John A. Stuart
                                                                            
/s/ Thomas Y. Hartley        Director                                 June 15, 1998
-------------------------
    Thomas Y. Hartley
                                                                            
/s/ Peter M. Thomas          Director                                 June 15, 1998
-------------------------
    Peter M. Thomas

/s/ David P. Hanlon          Executive Vice President, Chief          June 15, 1998 
-------------------------    Operating Officer and Director
    David P. Hanlon

                                4
                                
<PAGE>

                          EXHIBIT INDEX
                                
EXHIBIT                                                SEQUENTIAL
NUMBER   DESCRIPTION                                   PAGE NUMBER
-------  -----------                                   -----------                                                            

  5.01   Opinion  of Kummer Kaempfer Bonner & Renshaw       6
         re:   legality   of  the  securities   being
         registered.
                                                            
 10.01   Rio  Hotel  &  Casino, Inc.  1995  Long-Term       8
         Incentive Plan (as approved May 21, 1998).
                                                            
 23.01   Consent of Arthur Andersen LLP.                   19
                                                            
 23.02   Consent  of Kummer Kaempfer Bonner & Renshaw       
         included in Exhibit 5.01.
                                                            
 24.01   Power of Attorney, contained on page 3.            
                                                            

                                5

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 10456}]
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 1998
                                          REGISTRATION NO. 333-
======================================================================
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                                
                                
                    RIO HOTEL & CASINO, INC.
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            NEVADA                                        95-3671082
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification No.)

        3700 WEST FLAMINGO ROAD, LAS VEGAS, NEVADA 89103
      (Address of registrant's principal executive offices)
                                
                                
     RIO HOTEL & CASINO, INC. 1995 LONG-TERM INCENTIVE PLAN
                    (Full title of the plan)
                                
                                
                      JAMES A. BARRETT, JR.
                    RIO HOTEL & CASINO, INC.
                     3700 WEST FLAMINGO ROAD
                     LAS VEGAS, NEVADA 89103
                         (702) 252-7733
  (Name, address, and telephone number, including area code, of
                       agent for service)
                                
          PLEASE SEND COPIES OF ALL CORRESPONDENCE TO:
                                
                        MICHAEL J. BONNER
                        SHERWOOD N. COOK
                KUMMER KAEMPFER BONNER & RENSHAW
                   3800 HOWARD HUGHES PARKWAY
                          SEVENTH FLOOR
                     LAS VEGAS, NEVADA 89109
                         (702) 792-7000
CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                           PROPOSED            PROPOSED        AMOUNT OF
      TITLE OF EACH CLASS OF          AMOUNT TO BE     MAXIMUM OFFERING   MAXIMUM AGGREGATE  REGISTRATION
   SECURITIES TO BE REGISTERED       REGISTERED
PRICE PER SHARE
OFFERING PRICE
FEE
-----------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value        2,000,000 shares       $21.875           $43,750,000        $12,906
===========================================================================================================
Represents  the  maximum  number  of  shares  which  may  be
     distributed pursuant to this Registration Statement.
Computed  pursuant  to Rule 457(h) solely  for  purposes  of
     determining the registration fee, based upon the average  of
     the high and low prices of the Registrant's common stock  as
     reported  on  the New York Stock Exchange on  June 11,  1998
     ($21.875).
INCORPORATION BY REFERENCE
                                
      This  Registration  Statement on Form S-8  is  being  filed
pursuant  to  General  Instruction E  to  Form  S-8  to  register
2,000,000 additional securities (the "Shares") of the same  class
as  those securities for which a registration statement filed  on
Form  S-8  relating  to Rio Hotel & Casino, Inc.  1995  Long-Term
Incentive  Plan  (the "Plan") is effective.  The Shares  are  the
result  of  an  amendment (the "Amendment")  to  the  Plan  which
increased  the amount of Rio Hotel & Casino, Inc. (the "Company")
Common Stock reserved for issuance under the Plan from a total of
2,000,000  shares to a total of 4,000,000 shares.  The  Amendment
was  adopted by the Company's board of directors on February  25,
1998  and approved by the Company's stockholders on May 21, 1998.
Pursuant  to  General  Instruction  E  to  Form  S-8,  except  as
otherwise   provided  herein,  the  contents   of   the   Company
registration  statement on Form S-8 (Registration No.  333-12011)
filed  with  the Securities and Exchange Commission on  September
13,  1996  and  relating to the Plan, are hereby incorporated  by
this reference.

                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
ITEM 8.   EXHIBITS.
       
 EXHIBIT    
  NUMBER    DESCRIPTION
            
   5.01     Opinion  of  Kummer  Kaempfer Bonner  &  Renshaw  re:
            legality of the securities being registered.
            
  10.01     Rio  Hotel  &  Casino, Inc. 1995 Long-Term  Incentive
            Plan (as approved May 21, 1998).
            
  23.01     Consent of Arthur Andersen LLP.
            
  23.02     Consent  of Kummer Kaempfer Bonner & Renshaw included
            in Exhibit 5.01.
            
  24.01     Power of Attorney, contained on page 3.
            
                                2
SIGNATURES
                                
      Pursuant  to  the requirements of the Securities  Act,  the
registrant  certifies that it has reasonable grounds  to  believe
that it meets all the requirements for filing on Form S-8 and has
duly  caused  this  registration statement to be  signed  on  its
behalf by the undersigned, thereunto duly authorized, in the City
of Las Vegas, State of Nevada, on June 15, 1998.

                               RIO HOTEL & CASINO, INC.

                               By:  /s/ Anthony A. Marnell II
                                    Anthony A. Marnell II
                                    Chairman of the Board of Directors
                                    and Chief Executive Officer
                                    (Principal Executive Officer)
     
                                
                                
                        POWER OF ATTORNEY
                                
      The  undersigned  directors and officers  of  Rio  Hotel  &
Casino,  Inc. hereby appoint James A. Barrett, Jr. or  Ronald  J.
Radcliffe,  and  each  of  them,  as  attorney-in-fact  for   the
undersigned,  with full power of substitution,  for  and  in  the
name,  place and stead of the undersigned, to sign and file  with
the  Securities and Exchange Commission under the Securities  Act
any  and all amendments (including post-effective amendments) and
exhibits  to  this  registration  statement  and  any   and   all
applications and other documents to be filed with the  Securities
and  Exchange  Commission pertaining to the registration  of  the
securities  covered hereby, with full power and authority  to  do
and  perform any and all acts and things whatsoever requisite and
necessary or desirable, hereby ratifying and confirming all  that
said  attorney-in-fact,  or his substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

      Pursuant  to the requirements of the Securities  Act,  this
registration  statement has been signed by  the  persons  in  the
capacities and on the date indicated.
SIGNATURE                           TITLE                        Date
/s/ Anthony A. Marnell II    Chairman of the Board of Directors and   June 15, 1998
-------------------------    Chief Executive Officer                        
    Anthony A. Marnell II    (Principal Executive Officer)
                                                                            
/s/ James A. Barrett, Jr.    President, Chief Operating Officer and   June 15, 1998
-------------------------    Director                                       
    James A. Barrett, Jr.                             
                                         3
/s/ Ronald J. Radcliffe      Vice President, Treasurer and Chief      June 15, 1998
-------------------------    Financial Officer (Principal Financial         
    Ronald J. Radcliffe      and Accounting Officer)
                                                                            
/s/ John A. Stuart           Director                                 June 15, 1998
-------------------------
    John A. Stuart
                                                                            
/s/ Thomas Y. Hartley        Director                                 June 15, 1998
-------------------------
    Thomas Y. Hartley
                                                                            
/s/ Peter M. Thomas          Director                                 June 15, 1998
-------------------------
    Peter M. Thomas

/s/ David P. Hanlon          Executive Vice President, Chief          June 15, 1998 
-------------------------    Operating Officer and Director
    David P. Hanlon

                                4
EXHIBIT INDEX
                                
EXHIBIT                                                SEQUENTIAL
NUMBER   DESCRIPTION                                   PAGE NUMBER
-------  -----------                                   -----------                                                            

  5.01   Opinion  of Kummer Kaempfer Bonner & Renshaw       6
         re:   legality   of  the  securities   being
         registered.
                                                            
 10.01   Rio  Hotel  &  Casino, Inc.  1995  Long-Term       8
         Incentive Plan (as approved May 21, 1998).
                                                            
 23.01   Consent of Arthur Andersen LLP.                   19
                                                            
 23.02   Consent  of Kummer Kaempfer Bonner & Renshaw       
         included in Exhibit 5.01.
                                                            
 24.01   Power of Attorney, contained on page 3.            
                                                            

                                5