As filed with the Securities and Exchange Commission on September 13, 1996.
                                             Registration No. 33-


               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
 TITLE OF EACH CLASS OF         AMOUNT TO    MAXIMUM     MAXIMUM 
    SECURITIES TO BE               BE        OFFERING   AGGREGATE     AMOUNT OF   
       REGISTERED              REGISTERED   PRICE PER    OFFERING    REGISTRATION
                                  <F1>       SHARE<F2>   PRICE<F2>        FEE

<S>                             <C>          <C>         <C>            <C>
Common Stock, $.01 par value    2,000,000    $16.47294   $32,945,880    $11,361
                                shares

<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  price at which options  to
      purchase shares  outstanding  on  the  date hereof may be exercised
      (1,194,000  shares at  $16.75 per share) and,  with  respect to the
      balance  of  the  shares  that  may  be sold  under the Rio Hotel &
      Casino,  Inc.  1995  Long-Term Incentive Plan  (the "Plan"), on the
      average of the high and low prices of the Registrant's common stock
      as reported on  the  New  York Stock Exchange on September 11, 1996
      ($16.0625).
</FN>
</TABLE>

<PAGE>

                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
       
     The  following  documents  filed  with  the  Securities  and
Exchange Commission are incorporated herein by reference:

     (a)   The Company's Annual Report on Form 10-K for the  year
ended December 31, 1995 (file no. 1-11569);

     (b)   The  Company's Quarterly Reports on Form 10-Q for  the
quarters  ended  March 31, 1996 and June 30, 1996  (file  no.  1-
11569); and

     (c)   Item 1, "Description of Registrant's Securities to  be
Registered" section from the Company's Form 8-A filed on November
6, 1995 (file no. 1-11569).

     All documents subsequently filed by the Company pursuant  to
Sections  13(a),  13(c), 14 and 15(d) of the Securities  Exchange
Act  of 1934 (the "Exchange Act") prior to the filing of a  post-
effective  amendment which indicates that all securities  offered
hereby  have  been  sold  or  which de-registers  all  securities
remaining unsold, shall be deemed to be incorporated by reference
herein  and  to be a part hereof from the date of the  filing  of
such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.
       
     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
       
     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
       
     Section  78.751 of the Nevada Revised Statutes (the  "NRS"),
the  Company's  Articles  of  Incorporation  and  Bylaws  contain
provisions for indemnification of officers and directors  of  the
Company.   The  Articles of Incorporation provision requires  the
Company to indemnify such persons to the full extent permitted by
Nevada  law.   Each person will be indemnified in any proceeding,
providing  such officer's or director's actions or omissions  did
not  involve intentional misconduct, fraud or a knowing violation
of  law  or the payment of dividends in violation of NRS  78.300.
Indemnification would cover expenses, including attorneys'  fees,
judgments, fines and amounts paid in settlement.

     The  Company's Articles of Incorporation also  provide  that
the  Company's  Board  of  Directors may  cause  the  Company  to
purchase and maintain insurance on behalf of any present or  past
director  or  officer  insuring against  any  liability  asserted
against  such  person  incurred in the capacity  of  director  or
officer or arising out of such status, whether or not the Company
would  have  the  power to indemnify such  person.   The  Company
currently has directors' and officers' liability insurance.
     
                                2
<PAGE>
                                
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
       
     Not applicable.

ITEM 8.   EXHIBITS.
       


EXHIBIT    DESCRIPTION
NUMBER
       
4.01       Specimen stock certificate for the common stock of Rio
           Hotel & Casino, Inc.
       
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 adopted January 26, 1995).
       
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 5.
       
ITEM 9.   UNDERTAKINGS.
       
       (a)    The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which the offers
or sales are  being  made, a  post-effective  amendment  to  this
registration  statement to include  any material information with
respect to the  plan of  distribution not previously disclosed in
the registration statement;

              (2)  That,  for  the  purpose  of  determining  any
liability  under  the  Securities  Act  of  1933 (the "Securities
Act"),  each such post-effective amendment shall be  deemed to be
a new registration statement relating to the securities   offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof; and

              (3)  To  remove  from  registration  by  means of a
 post-effective  amendment any of the securities being registered
 which remain unsold at the termination of the offering.

       (b)    The  undersigned registrant hereby undertakes that,
for  purposes  of  determining any liability under the Securities
Act each filing of the registrant's  annual  report  pursuant  to
Section  13(a)  or  Section 15(d) of the  Exchange  Act  that  is
incorporated by reference in the registration statement shall  be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

       (c)    Insofar as indemnification for liabilities  arising
under  the Securities Act may be permitted to directors, officers
and  controlling  persons  of  the  registrant  pursuant  to  the
foregoing  provisions,  or otherwise,  the  registrant  has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed in the Securities Act and is, therefore, unenforceable.
In  the  event  that  a  claim for indemnification  against  such
liabilities (other than the payment of the registrant of expenses
incurred or paid by a director, officer or controlling person  of
the registrant in the successful defense of any action, suit or

                                3
<PAGE>
                                
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the Securities Act and will be governed by the final adjudication
of such issue.

                                4
<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 September 13, 1996.

                                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    September 13, 1996
Anthony A. Marnell II       of Directors and Chief 
                            Executive Officer          
                            (Principal Executive
                            Officer)
                                                         
/s/ James A. Barrett, Jr.   President, Chief         September 13, 1996
James A. Barrett, Jr.       Operating Officer and
                            Director                         
                                                         
                                5
<PAGE>
                         
/s/ Ronald J. Radcliffe     Vice President,          September 13, 1996
Ronald J. Radcliffe         Treasurer and Chief
                            Financial Officer
                            (Principal Financial and
                            Accounting Officer)
                                                         
/s/ John A. Stuart          Director                 September 13, 1996   
John A. Stuart                                       
                                                         
/s/ Thomas Y. Hartley       Director                 September 13, 1996
Thomas Y. Hartley                                      
                                                         
/s/ Peter M. Thomas         Director                 September 13, 1996
Peter M. Thomas                                       
                                
                                6
<PAGE>                                

                          EXHIBIT INDEX
                                
<TABLE>
<CAPTION>

EXHIBIT                                                SEQUENTIAL
NUMBER       DESCRIPTION                              PAGE NUMBER

<S>          <C>                                           <C>
4.01         Specimen stock certificate for the            8
             common stock of Rio Hotel & Casino, Inc.
                                                           
5.01         Opinion of Kummer Kaempfer Bonner             11
             & Renshaw re: legality of the securities
             being registered.
                                                           
10.01        Rio Hotel & Casino, Inc. 1995 Long-Term       13
             Incentive Plan (as adopted January 26,
             1995).
                                                           
23.01        Consent of Arthur Andersen LLP.               22
                                                           
23.02        Consent of Kummer Kaempfer Bonner
             & Renshaw included in Exhibit 5.01.
                                                           
24.01        Power of Attorney, contained on page 5.             
                                                           
</TABLE>

                                7
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14977}]
{"company-data": {"conformed-name": "RIO HOTEL & CASINO INC", "cik": "0000734380", "assigned-sic": "7990", "irs-number": "953671082", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12011", "film-number": "96630176"}, "business-address": {"street1": "3700 W FLAMINGO RD", "city": "LAS VEGAS", "state": "NV", "zip": "89103", "phone": "7022527733"}, "mail-address": {"street1": "3700 WEST FLAMINGO RD", "city": "LAS VEGAS", "state": "NV", "zip": "89103"}, "former-company": [{"former-conformed-name": "MARCOR RESORTS INC", "date-changed": "19920305"}, {"former-conformed-name": "MARCOR DEVELOPMENT CO INC", "date-changed": "19890911"}, {"former-conformed-name": "F&M IMPORTING INC", "date-changed": "19861002"}]}
As filed with the Securities and Exchange Commission on September 13, 1996.
                                             Registration No. 33-

               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
 TITLE OF EACH CLASS OF         AMOUNT TO    MAXIMUM     MAXIMUM 
    SECURITIES TO BE               BE        OFFERING   AGGREGATE     AMOUNT OF   
       REGISTERED              REGISTERED   PRICE PER    OFFERING    REGISTRATION
SHARE
PRICE
FEE
Common Stock, $.01 par value    2,000,000    $16.47294   $32,945,880    $11,361
                                shares
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  price at which options  to
      purchase shares  outstanding  on  the  date hereof may be exercised
      (1,194,000  shares at  $16.75 per share) and,  with  respect to the
      balance  of  the  shares  that  may  be sold  under the Rio Hotel &
      Casino,  Inc.  1995  Long-Term Incentive Plan  (the "Plan"), on the
      average of the high and low prices of the Registrant's common stock
      as reported on  the  New  York Stock Exchange on September 11, 1996
      ($16.0625).
PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
       
     The  following  documents  filed  with  the  Securities  and
Exchange Commission are incorporated herein by reference:

     (a)   The Company's Annual Report on Form 10-K for the  year
ended December 31, 1995 (file no. 1-11569);

     (b)   The  Company's Quarterly Reports on Form 10-Q for  the
quarters  ended  March 31, 1996 and June 30, 1996  (file  no.  1-
11569); and

     (c)   Item 1, "Description of Registrant's Securities to  be
Registered" section from the Company's Form 8-A filed on November
6, 1995 (file no. 1-11569).

     All documents subsequently filed by the Company pursuant  to
Sections  13(a),  13(c), 14 and 15(d) of the Securities  Exchange
Act  of 1934 (the "Exchange Act") prior to the filing of a  post-
effective  amendment which indicates that all securities  offered
hereby  have  been  sold  or  which de-registers  all  securities
remaining unsold, shall be deemed to be incorporated by reference
herein  and  to be a part hereof from the date of the  filing  of
such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.
       
     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
       
     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
       
     Section  78.751 of the Nevada Revised Statutes (the  "NRS"),
the  Company's  Articles  of  Incorporation  and  Bylaws  contain
provisions for indemnification of officers and directors  of  the
Company.   The  Articles of Incorporation provision requires  the
Company to indemnify such persons to the full extent permitted by
Nevada  law.   Each person will be indemnified in any proceeding,
providing  such officer's or director's actions or omissions  did
not  involve intentional misconduct, fraud or a knowing violation
of  law  or the payment of dividends in violation of NRS  78.300.
Indemnification would cover expenses, including attorneys'  fees,
judgments, fines and amounts paid in settlement.

     The  Company's Articles of Incorporation also  provide  that
the  Company's  Board  of  Directors may  cause  the  Company  to
purchase and maintain insurance on behalf of any present or  past
director  or  officer  insuring against  any  liability  asserted
against  such  person  incurred in the capacity  of  director  or
officer or arising out of such status, whether or not the Company
would  have  the  power to indemnify such  person.   The  Company
currently has directors' and officers' liability insurance.
     
                                2
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
       
     Not applicable.

ITEM 8.   EXHIBITS.
       

EXHIBIT    DESCRIPTION
NUMBER
       
4.01       Specimen stock certificate for the common stock of Rio
           Hotel & Casino, Inc.
       
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 adopted January 26, 1995).
       
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 5.
       
ITEM 9.   UNDERTAKINGS.
       
       (a)    The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which the offers
or sales are  being  made, a  post-effective  amendment  to  this
registration  statement to include  any material information with
respect to the  plan of  distribution not previously disclosed in
the registration statement;

              (2)  That,  for  the  purpose  of  determining  any
liability  under  the  Securities  Act  of  1933 (the "Securities
Act"),  each such post-effective amendment shall be  deemed to be
a new registration statement relating to the securities   offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof; and

              (3)  To  remove  from  registration  by  means of a
 post-effective  amendment any of the securities being registered
 which remain unsold at the termination of the offering.

       (b)    The  undersigned registrant hereby undertakes that,
for  purposes  of  determining any liability under the Securities
Act each filing of the registrant's  annual  report  pursuant  to
Section  13(a)  or  Section 15(d) of the  Exchange  Act  that  is
incorporated by reference in the registration statement shall  be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

       (c)    Insofar as indemnification for liabilities  arising
under  the Securities Act may be permitted to directors, officers
and  controlling  persons  of  the  registrant  pursuant  to  the
foregoing  provisions,  or otherwise,  the  registrant  has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed in the Securities Act and is, therefore, unenforceable.
In  the  event  that  a  claim for indemnification  against  such
liabilities (other than the payment of the registrant of expenses
incurred or paid by a director, officer or controlling person  of
the registrant in the successful defense of any action, suit or

                                3
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the Securities Act and will be governed by the final adjudication
of such issue.

                                4
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 September 13, 1996.

                                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    September 13, 1996
Anthony A. Marnell II       of Directors and Chief 
                            Executive Officer          
                            (Principal Executive
                            Officer)
                                                         
/s/ James A. Barrett, Jr.   President, Chief         September 13, 1996
James A. Barrett, Jr.       Operating Officer and
                            Director                         
                                                         
                                5
/s/ Ronald J. Radcliffe     Vice President,          September 13, 1996
Ronald J. Radcliffe         Treasurer and Chief
                            Financial Officer
                            (Principal Financial and
                            Accounting Officer)
                                                         
/s/ John A. Stuart          Director                 September 13, 1996   
John A. Stuart                                       
                                                         
/s/ Thomas Y. Hartley       Director                 September 13, 1996
Thomas Y. Hartley                                      
                                                         
/s/ Peter M. Thomas         Director                 September 13, 1996
Peter M. Thomas                                       
                                
                                6
EXHIBIT INDEX
EXHIBIT                                                SEQUENTIAL
NUMBER       DESCRIPTION                              PAGE NUMBER
4.01         Specimen stock certificate for the            8
             common stock of Rio Hotel & Casino, Inc.
                                                           
5.01         Opinion of Kummer Kaempfer Bonner             11
             & Renshaw re: legality of the securities
             being registered.
                                                           
10.01        Rio Hotel & Casino, Inc. 1995 Long-Term       13
             Incentive Plan (as adopted January 26,
             1995).
                                                           
23.01        Consent of Arthur Andersen LLP.               22
                                                           
23.02        Consent of Kummer Kaempfer Bonner
             & Renshaw included in Exhibit 5.01.
                                                           
24.01        Power of Attorney, contained on page 5.
7