<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 5)
GRAND CASINOS, INC.
__________________________
(Name of Issuer)
Common Stock, $0.01 par value
__________________________
(Title of Class of Securities)
385269 10 5
_____________________________
(CUSIP Number)
Page 1 of 5 Pages
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13G(Individuals - continued) Page 2 of 5
1. Name of Reporting Person and I.R.S. Identification No.:
LYLE BERMAN ####-##-####
2. Member of a Group: (a) ________ (b) _________
3. SEC USE ONLY:
4. Citizenship or Place of Organization: U.S.A.
5. Sole Voting Power: 3,991,548
6. Shared Voting Power: --
7. Sole Dispositive Power: 3,892,848
8. Shared Dispositive Power: 98,700
9. Aggregate Amount Beneficially Owned by each Reporting Person:
3,991,548
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: /X/
11. Percent of Class Represented by Amount in Row 9: 9.55%
12. Type of Reporting Person: IN
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13G(Individuals - continued) Page 3 of 5
Item 1(a) NAME AND ADDRESS OF ISSUER:
and (b) Grand Casinos, Inc.
130 Cheshire Lane
Minnetonka, Minnesota 55305
Item 2(a) NAME OF PERSON FILING: Lyle Berman
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
130 Cheshire Lane
Minnetonka, Minnesota 55305
Item 2(c) CITIZENSHIP: U.S.A.
Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value
Item 2(e) CUSIP NUMBER: 385269 10 5
Item 3 THIS STATEMENT IS NOT FILED PURSUANT TO RULES 13D-1(b)
OR 13D-2(b).
Item 4(a) AMOUNT BENEFICIALLY OWNED:
3,991,548 shares at December 31, 1996.
Item 4(b) PERCENT OF CLASS:
9.55 % percent pursuant to Rule 13d-3(c).
Item 4(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS
<TABLE>
<CAPTION>
<S> <C>
(1) Sole power to vote or to direct the vote 3,991,548
-------------
(2) Shared power to vote or to direct the vote --
-----------
(3) Sole power to dispose or to direct the disposition of 3,892,848
-------------
(4) Shared power to dispose or to direct the disposition of 98,700
-----------
</TABLE>
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
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13G(Individuals - continued) Page 4 of 5
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not Applicable
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
Item 9 NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
Item 10 CERTIFICATION.
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date February 7, 1997. /s/ Lyle Berman
--------------------
Lyle Berman
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13G(Individuals - continued) Page 5 of 5
EXHIBIT A
To Form 13G (Individual)
The filing of this report shall not be construed as an admission
by the person identified in Item 2(a) that, for the purpose of Section
13(d) or 13(g) of the Securities Exchange Act, he is the "beneficial
owner" of any equity securities listed below; and such person expressly
disclaims that he is part of a "group."
<TABLE>
<S> <C> <C>
Record Owner's Relationship Record Owner's Number
to Reporting Person Type of Ownership of Shares
- --------------------------- ----------------- ---------
Spouse Indirect 82,500(1)
</TABLE>
(1) These shares are not reported in Item 4(a) and are noted here for
information only.
58138-3
