UNION PLAZA HOTEL & CASINO INC
10-Q, 1997-08-15
MISCELLANEOUS AMUSEMENT & RECREATION
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                           FORM 10-Q
           
                SECURITIES AND EXCHANGE COMMISSION
           
                     WASHINGTON, D.C. 20549
           
           
           
     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
           
           
          For the quarterly period ended June 30, 1997
           
           
                  Commission file number 0-8133
           
           
                UNION PLAZA HOTEL AND CASINO INC.
     (Exact name of registrant as specified in its charter)
           
           
               Nevada                      88-0110085
  (State or other jurisdiction of      (I.R.S. Employer
   incorporation or organization)       Identification No.)
         No. 1 Main Street                    89125
         Las Vegas, Nevada                 (Zip Code)
       (Address of principal
         executive offices)
           
           
                        (702) 386-2110
      (Registrant's telephone number, including area code)
           
           
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the past
90 days.
           
             YES    [ X ]               NO    [   ]
                      
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by
this report:
                           
                                        Outstanding at
       Class of Common Stock            June 30, 1997
          $.50 par value                758,419 shares

<PAGE>

The Securities and Exchange Commission
Washington D.C.


The financial information included herein is unaudited.  In
addition, the financial information does not include all
disclosures required under generally accepted accounting
principles because certain note information included in the
Company's annual report has been omitted; however, such
information reflects all adjustments (consisting entirely of normal
recurring adjustments) which are, in the opinion of Management,
necessary to a fair statement of the results for the interim
period.



/s/ JOHN D. GAUGHAN

John D. Gaughan, President

Las Vegas, Nevada
August 12, 1997

<PAGE>



                 PART 1. - Financial Information

Item 1.    Financial Statements










<PAGE>

        











      UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEET
                         (UNAUDITED)     
[CAPTION]              
             JUNE 30, 1997 AND DECEMBER 31, 1996
           
                            ASSETS
                                     
                                    JUNE 30,     DECEMBER 31,
                                      1997            1996
[S]                               [C]             [C]
Current Assets:
 Cash                             $    2,757      $    2,982     
 Accounts receivable                     557             883
 Inventories of food, beverage
   and supplies                          436             528
 Prepaid expense                         964             997

Total current assets                   4,714           5,390
           
Property and equipment:
 Land                                  7,012           7,012
 Buildings                            56,748          56,746
 Leasehold improvements                3,514           3,484
 Furniture and equipment              34,433          34,176
                                     101,707         101,418
                                                   
 Less accumulated depreciation                        
  and amortization                    61,322          59,253

Net property and equipment            40,385          42,165

 Other assets                          1,983           1,762

           
           
           
                                   $  47,082      $   49,317     
     
           
           
           
              






            The accompanying notes are an integral
              part of these financial statements.
<PAGE>           
               LIABILITIES AND STOCKHOLDERS' EQUITY

         
                                                   
                                         JUNE 30,    DECEMBER 31,
                                          1997           1996
[S]                                      [C]           [C]
Current liabilites:
  Accounts payable                       $  1,547      $  2,323
  Accrued liabilities                       1,495         2,143
  Checks issued against future deposits                     330
  Current portion of long-term debt           320           320 
  Current portion of obligations under
   capital leases                             714           714
        Total current liabilities           4,076         5,830

Long-term debt, less current portion       19,280        18,970
Obligations under capital leases, less
 current portion                            3,180         3,525
  
Deferred income taxes                       4,023         4,015

                                           30,559        32,340

Commitments and contingencies
           
           
Stockholders' equity:
 Common stock, $.50 par value; authorized
   20,000,000 shares; issued 1,500,000
   shares; Outstanding 758,469 shares at
   December 31, 1996 and 758,419 shares
   at June 30, 1997.                          750           750
Additional paid-in capital                  5,462         5,462
Retained earnings                          24,183        24,635
                                           30,395        30,847
Less treasury stock, at cost, 741,351
 shares at December 31, 1996 and 741,581
 shares at June 30, 1997.                  13,872        13,870 

           Total stockholders' equity      16,523        16,977
                                         $ 47,082      $ 49,317









            The accompanying notes are an integral
              part of these financial statements.
           



<PAGE>
           
           

      UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF INCOME   
[CAPTION]
    SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 1997 AND 1996
           Amounts in thousands except per share data
          
                                      SIX MONTHS ENDED     THREE MONTHS ENDED  
                                           JUNE 30,              JUNE 30,
                                      1997         1996      1997       1996
[S]                                [C]          [C]      [C]        [C]
REVENUES:
  Casino                           $ 17,021     $19,646  $  8,147   $  9,024 
  Food and Beverage                   4,890       4,989     2,316      2,391
  Rooms                               5,864       6,117     2,854      2,970
  Other                               1,221       1,185       634        582
           
   GROSS REVENUES                    28,996      31,937    13,951     14,967
  Less promotional complimentaries    3,668       3,800     1,693      1,696

   NET REVENUES                      25,328      28,137    12,258     13,271

OPERATING EXPENSES:
 Casino                               7,012       7,537     3,631      3,753
 Food and Beverage                    7,527       6,943     3,658      3,457
 Rooms                                2,841       2,788     1,420      1,387
 General & Administrative             1,959       2,121       795        876
 Entertainment                          243         247       122        121
 Advertising & Promotion                122         173       104        102
 Utilities & Maintenance              2,658       2,789     1,366      1,448
 Depreciation & Amortization          2,110       2,194     1,043      1,097
 Provisions for Doubtful Accts.          20          26         1         35
 Other Costs and Expenses               615         723       295        362

   TOTAL OPERATING EXPENSES          25,107      25,541    12,435     12,638

   OPERATING INCOME (LOSS)              221       2,596      (177)       633

OTHER INCOME (EXPENSE):
 Interest Income                          5          17         4         12
 Interest Expense                    (1,084)     (1,172)     (549)      (569)

   Total other income (expense)      (1,079)     (1,155)     (545)      (557)

INCOME (LOSS) BEFORE INCOME TAXES      (858)      1,441      (722)        76
PROVISION (BENEFIT) INCOME TAXES       (405)        466      (332)         2

NET INCOME (LOSS)                      (453)        975      (390)        74

EARNINGS PER COMMON SHARE            ($0.60)      $1.28    ($0.52)     $0.10
           
            The accompanying notes are an integral
              part of these financial statements.
<PAGE>

      UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENT OF CASH FLOWS
          FOR SIX MONTHS ENDED JUNE 30, 1997 AND 1996
       
     
INCREASE IN CASH AND CASH EQUIVALENTS
                                                1997         1996 
[S]                                        [C]            [C]
Cash flows from operating activities:
 Cash received from customers              $ 25,507,000   $ 28,319,000
 Cash paid to suppliers and employees       (24,327,000)   (23,900,000)
 Interest received                                5,000         24,000
 Interest paid                               (1,084,000)    (1,172,000)
 Income taxes paid                                 0              0
   Net cash provided by operating activities    101,000      3,271,000

Cash flows from investing activities:
 Proceeds from sale of property & equipment        0              0
 Proceeds from sale of bonds                       0              0
 Purchase of property and equipment            (290,000)      (698,000)
   Net cash used in investing activities       (290,000)      (698,000)

Cash flows from financing activities:
 Proceeds from note payable to Stockholder      500,000           0
 Principal payments on capital lease           (345,000)      (301,000)
 Principal payments on long-term debt          (190,000)    (1,910,000)
 Purchase of Treasury Stock                      (1,000)          0
 Net cash used in financing activities          (36,000)    (2,211,000)

Net increase (decrease) in cash &
  cash equivalents                             (225,000)       362,000
Cash and cash equivalents 
  at 12/31/96 & 12/31/95                      2,982,000      2,959,000

Cash and cash equivalents, 
  at 6/30/97 & 6/30/96                        2,757,000      3,321,000

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING
ACTIVITIES

Net income for period ended 
  6/30/97 and 6/30/96                      $   (453,000) $     975,000

 Adjustments to reconcile net income to
 Net cash provided by operating activities:      
 Depreciation and amortization                2,090,000      2,241,000
 Gain on sale of assets                            0              0
 Bad debt expense                               (15,000)       (26,000)
(Increase) decrease in assets:
   Accounts receivable                          342,000        347,000
   Interest receivable                             0             7,000

   Inventories                                   92,000         26,000
   Prepaid expenses                            (112,000)       149,000
   Other assets                                (103,000)        30,000
Increase (decrease) in liabilities:
   Accounts payable and accrued expenses     (1,335,000)      (914,000)
   Interest payable                                0              0
   Income Tax Payable                          (405,000)       436,000 
     Total adjustments                          554,000      2,296,000

Net cash provided by operating activities    $  101,000    $ 3,271,000


            The accompanying notes are an integral
              part of these financial statements.
            
<PAGE>
           
       UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
       UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           
Principles of Consolidation
           
     The accompanying consolidated financial statements include
the accounts of Union Plaza Hotel and Casino, Inc. (the Company)
and its wholly-owned subsidiaries.  All material intercompany
balances and transactions have been eliminated in consolidation.  
           
Nature of the Operations and Basis of Accounting 
           
     The Company's wholly-owned subsidiary, Union Plaza Operating
Company, operates hotel and gaming operations in downtown Las
Vegas, Nevada.  A substantial portion of the operating revenues
of the Company's subsidiary is derived from gaming operations
which are subject to extensive regulations in the State of Nevada
by the Gaming Commission, the Gaming Control Board and local
regulatory agencies. The Company does not anticipate any material 
changes in which the financial results are reported due to the 
adoption of new or proposed accounting pronouncements.

     In 1994, the Company organized Union Plaza Experience, Inc. 
as a wholly owned subsidiary to participate with other downtown 
Las Vegas casino enterprises and the City of Las Vegas 
Redevelopment Agency, in a redevelopment project known as the 
Fremont Street Experience. Investment at June 30, 1997 was 
$858,000 and $716,000 at December 31. 1996. The Company has
no other materially important subsidiaries or operations. 
           
     Management believes that the Company's procedures for
supervising casino operations, recording casino and other
revenues and for granting credit comply in all material respects
with applicable regulations.
           
           
Casino Receivables and Revenue
           
     Credit is extended to certain casino customers and the
Company records all unpaid advances as casino receivables on the
date credit was granted.  Allowances for estimated uncollectible
casino receivables are provided to reduce the receivables to
amounts anticipated to be collected.  The Company recognizes as
casino revenue the net win (which is the difference between
amounts wagered and amounts paid to winning patrons) from gaming
activities.
           

Promotional Allowances
           
     Gross revenues include the retail value of complimentary
food and beverage and hotel services furnished to customers.  The
retail value of these promotional allowances is deducted to
arrive at net revenues.

Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
           
Property and Equipment
           
     Property and equipment are stated at cost.  Expenditures for
additions, renewals and betterments are capitalized; expenditures
for maintenance and repairs are charged to expenses as incurred. 
Upon retirement or disposal of assets, the cost and accumulated
depreciation are eliminated from the accounts and the resulting
gain or loss is included in income.  Depreciation, including
amortization of a capitalized lease, is computed using the
straight-line method.  Leasehold improvements (distinguished from
unamortized leasehold costs) are amortized over the lives of the
leases.
                                
<PAGE>           
           
       UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
       UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS       
                         (CONTINUED)
           
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
           
Property and Equipment (Continued)
           
    Property and equipment, including capitalized leases, are
depreciated over their estimated useful lives of 3 to 20 years
for land improvements, 20 to 40 years for buildings, 5 to 30
years for leasehold improvements and 3 to 10 years for furniture
and equipment.
           
Other Assets
           
     Leasehold costs are being amortized on a straight-line basis
over the initial 30-year term of the lease.  Expansion of gaming
rights is being amortized on a straight line basis over 20 years. 
Subordination of security interest in lease is being amortized on
a straight-line basis over 15 years.
           
Progressive Slot Liability
           
     The Company has installed a number of progressive slot
machines.  As coins are played the amount available to win
increases and will be paid out when the appropriate jackpot is
hit.  In accordance with common industry practice, the Company
has recorded the liability and has charged this amount against
casino revenue.
           
Earnings Per Common Share
           
     Earnings per common share was computed by dividing net
income by the weighted average number of shares of common stock
outstanding during each period.
           
Inventories
           
     Inventories are valued at the lower of cost, (first-in,
first-out) or market.  Maintenance and other operating supplies
are stated at estimated amounts considered by management to be
necessary to conduct full operations.  Subsequent replacements
are charged to expense.
           
Income Taxes
           
     The Company and its subsidiaries file a consolidated Federal
Income Tax return.  Deferred income taxes are provided to reflect
the tax effect of timing differences between financial and tax
reporting, principally related to depreciation, slot machine
revenue, interest costs, accrued expenses, capitalization of
leases, capitalization of property costs and write-down of
facilities and other investments to estimated recoverable value. 
The Company accounts for the investment tax credit as a
reduction of income tax expense in the year in which such credits
are utilized.  Carryforwards of this credit, as well as the tax
effect of net operating loss carryforwards, are shown as a
reduction to deferred income taxes.
                                
<PAGE>

       UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
       UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS       
                           (CONTINUED)
           
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
           
Statement of Cash Flows
           
     The Statements of Cash Flows classify changes in cash and
cash equivalents according to operating, investing and financing
activities.  For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents.
           
NOTE 2 - ACCOUNTS RECEIVABLE
           
     Accounts receivable consists of the following:
                                         June 30  December 31
                                           1997        1996       

               Casino                   $236,000    $595,000   
               Hotel                     102,000     262,000 
               Other                     247,000      69,000
                                         585,000     926,000
               Less allowance for
                  doubtful accounts       28,000      43,000
                                        $557,000    $883,000
NOTE 3 - OTHER ASSETS

     Other assets consist of the following:
                                         June 30,   December 31,
                                           1997        1996       
 Expansion of gaming rights, less 
   accumulated amortization of       $    162,000 $    182,000
   $648,000 and $628,000
 Investment in Nevada Pari-Mutuel
   Association less accumulated             9,000
     amortization of $1,000 in 1997
 Net investment in direct financing
   lease, net of current portion (Note 7) 168,000      186,000
 Leasehold costs, less accumulated
   amortization of $386,000 and
   $378,000                                57,000       65,000
 Investment in Fremont Street 
   Experience                             858,000      716,000
 Deposits and other                       729,000      613,000
                                     $  1,983,000 $  1,762,000
   

NOTE 4 - ACCRUED LIABILITIES

     Accrued liabilities consist of the following:
                                         June 30,   December 31,
                                            1997        1996      
       Salaries and Wages              $  564,000  $1,083,000
       Union back wages                    66,000      82,000
       Taxes, other than tax on income    301,000     325,000
       Other                              564,000     653,000
                                       $1,495,000  $2,143,000
<PAGE>

           
       UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
       UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS       
                           (CONTINUED)
           
NOTE 5 - INCOME TAXES
           
     The Internal Revenue Service has examined the Company's
Federal income tax returns through 1991.  Management is of the
opinion that all taxes have been paid or provided for through
June 30, 1997.
           
NOTE 6 - LONG-TERM DEBT
                                          June 30,  December 31,
Long-term debt consists of the following:    1997       1996
           
Note Payable to Exber, Inc. at the Prime
Interest Rate payable in monthly 
installments of $158,265 including 
principal and interest, until July 6, 
2004 at which time the balance is due.  
The note is secured by a first deed of 
trust in land and building (See Note 9).  19,600,000   19,290,000

Less current portion                         320,000      320,000
                                         $19,280,000  $18,970,000
                                                        
    Principal payments on long-term debt during the succeeding   
     five years are as follows:

            1997 (Remaining six months)      114,000 
            1998                             252,000     
            1999                             275,000      
            2000                             299,000      
            2001                             326,000
            Thereafter                   $18,334,000
<PAGE>              
    Maturities were calculated based upon interest rates in  
       effect at June 30, 1997. 
           
NOTE 7 - LEASES
           
     The Company leases equipment and hotel and bus depot
property under long-term lease agreements which are classified as
capital leases.  The lease with Exber, Inc. (See Note 9) covering
the hotel and bus depot property expires in 2001 with renewals. 
The hotel and bus depot property lease contains one renewal
option of twenty-five years and four renewal options of ten
years.  The bus depot property is sublet to Greyhound Lines Inc.
under a lease expiring in 2001, with two ten-year renewal
options available.  The value of the lease with Exber, Inc. is as
follows:
                                                        
                                     June 30,   December 31,
                                      1997        1996
    Land and Buildings             $9,242,000   $9,242,000     
    Less accumulated amortization   8,529,000    8,441,000
                                      713,000      801,000

<PAGE>          
           
       UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
      UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                          (CONTINUED)
           
NOTE 7 - LEASES (CONTINUED)
           
     The following is a schedule of future minimum lease payments
as of June 30, 1997.
          
     1997 (Remaining six months)         $  625,000
     1998                                 1,250,000
     1999                                 1,250,000
     2000                                 1,250,000
     2001                                   729,000     
     Total minimum lease payments         5,104,000     
     Less amount representing interest    1,210,000  
     Present value of net minimum
       lease pmts under capital leases    3,894,000 
     Less current portion                   714,000  
     Long-term obligations under 
     capital leases                       3,180,000

           
SUBLEASES
           
   The bus depot property under a capital lease is sublet as      
     follows:
        
                                                
                                          June 30,    December 31,
                                            1997          1996
     Minimum future rents receivable      $270,000       $303,000 
     Less amount representing interest      64,000         79,000 
     Minimum future rents receivable       206,000        224,000 
     Less current portion (included in
        accounts receivable)                38,000         38,000 
          Net investment in direct
            financing lease (See Note 3)   168,000        186,000 
<PAGE>
UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
        UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS      
                          (CONTINUED)

   Other sublet rental property:
     The Company rents building space to several retail stores 
     under various short-term leases.  Income from these          
     subleases, included in other income, was $156,000 and $191,000 
     at June 30, 1997 and December 31, 1996, respectively.
           
NOTE 8 - EMPLOYEE BENEFIT PLANS
           
     Although the Company contributes to a discretionary executive
bonus plan, there were no contributions for the first six months
on 1997 compared to 1996 when the Company contributed $314,000.
           
     The Company also has a qualified profit sharing plan for
eligible employees.  Contributions to this plan are made at the
discretion of the Board of Directors and benefits are limited to
the allocated interests in fund assets.  Contributions for the
first six months of 1997 and 1996 were $150,000 for each period.
    
           
NOTE 9 - RELATED PARTIES
           
     On December 18, 1991, Exber, Inc., a 45.21% stockholder as
of June 30, 1997, loaned the Company $1,800,000, payable
interest only in monthly installments at 10% per annum, with
principal due in full December 19, 1996.  During February 1992
this loan was increased to $3,000,000 subject to the same terms
and maturity date of the original borrowing.  During February
1993 this loan was refinanced to $18,000,000, interest only
at the prime rate published in the Wall Street Journal until
February 14, 1999.  On February 14, 1994 an additional $1,500,000
was added to this loan bringing the loan balance to $19,500,000
with the same terms and maturity date.  On June 3, 1994 an
additional $3,700,000 was borrowed and the balance refinanced
payable in monthly installments of $158,265 including principal
and interest, until July 6, 2004.  The majority of the proceeds
of the note were used to retire the outstanding debt to Bank of
America. On June 20, 1997 the Company borrowed an additional
$500,000 from Exber, Inc. to use for general purposes.  The
outstanding balance of the note at June 30, 1997 was $19,600,000.
           
     Exber, Inc. also leases to the Company land and buildings in
Las Vegas, Nevada.  Annual payments by the Company and its
subsidiaries are approximately $1,250,000.  The leases extend
through 2001 with renewal options.
           
NOTE 10 - CONTINGENCIES
           
     The Company has contingent liabilities with respect to
lawsuits and other matters arising in the ordinary course of
business.  In the opinion of management, no material liability
exists with respect to these contingencies.
<PAGE>           

PART 1. - FINANCIAL INFORMATION
           
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS
           
LIQUIDITY AND CAPITAL RESOURCES
     The Company had total cash assets amounting to $2,757,000 
(5.9% of total assets) at June 30, 1997 and $2,982,000 (6.0% 
of total assets) at December 31, 1996. The ratio of current 
assets to current liabilities was 1.2 to 1 at June 30, 1997 
and .9 to 1 at December 31, 1996. Long-term debt obligations, 
including current maturities was $19,600,000 at June 30, 1997 
and $19,290,000 at December 31, 1996. Long term debt 
obligations increased during the first six months as the 
Company borrowed $500,000 from its majority shareholder to
increase its cash position prior to the typically slow summer
season. At June 30, 1997 the Company had not used any of the
cash recently borrowed from Exber, Inc. While the nature of 
the gaming business generally provides sufficient cash flows
for operations, a prolonged or severe downturn in the gaming
industry or in the Company's business could affect the
ability to satisfy existing debt obligations. If an extended
decline in business were to occur, Management is confident
that the existing long-term debt could be renegotiated on terms
that would allow the Company to continue to operate.

     As of June 30, 1997, outstanding receivables were 
$557,000 compared to $883,000 at December 31, 1996. The 
decline in receivables is largely attributed to a decline 
in the amount of casino credit issued and the increase of 
items aged more than one year deemed to be uncollectible.
Inventories declined to $436,000 from $528,000 at 
December 31, 1996 due to fewer food and beverage items on hand
at the end of June. Inventories at the end of the period 
remain basically unchanged when compared to the same period
in 1996. Other assets rose by $221,000 (12.6%) due to an
increase in the investment in The Fremont Street Experience
for the first six months of the year. During the first six
months of 1997, accounts payable liabilities declined by
$776,000 attributed to fewer customer deposits on hand and the
provision for income taxes included in the accounts payable
figure. Based on results reported for the first six months of
1997, the provision for income taxes reflects an estimated
refund due to the Company. Accrued Liabilities and Expenses 
also declined compared to December 31, 1996 due to timing
differences associated with payroll dates, profit sharing
contribution accruals, and liabilities for outstanding wagers
accepted in the race and sports books.
           
    Investing activities for the Company were limited to 
periodic investments in the Fremont Street Experience 
through the Union Plaza Experience subsidiary.  There were 
no significant share buy back transactions in the first 
six months of 1997.  Capital expenditures were also minimal
for the first six months of the year as asset purchases were 
limited to minor improvements and general refurbishment 
at the Company's hotel and casino complex.  The Company 
does not anticipate any material capital spending in the 
near future.

RESULTS OF OPERATIONS

     Operating revenues continue to suffer from the vast
competition in the Las Vegas valley as well as the
proliferation of gaming operations outside of Clark County.
While Las Vegas continues to grow in population, competition
for gaming patrons has also been increasing. The competition
for the "locals" market has become very intense in the past
couple of years and continues to reflect in the Company's
results.

     Casinos located near the residential areas in Las Vegas
have become a significant diversion for cusomers who used to
patronize downtown casinos. Competing casinos operating
beyond the downtown area are effectively  more competitive
due to various factors.  The most significant of those factors
is the non-union labor status of their operations which allows
for sub-contracted restaurants and greater efficiencies in
operations and cost effective employee benefit plans. The
establishments operating beyond downtown and the strip also offer
movie theaters, bowling, dancing and other attractions which
appeal to entertainment minded patrons. In addition, the
competition from gaming establishments located outside Nevada
are also reducing the gambling dollars of the Company's customers.

     The Company's gross revenues declined by $2,941,000 
(9.2%) in the first six months compared to the same 
period in 1996.  Continued declines in the gaming sector was
the primary factor during the period as casino revenues fell
$2,625,000 (13.4%).  Table game and slot machine results
accounted for $2,230,000 of the decline as those departments
were down 27% and 23% respectively in the period.  Race and
sports revenues also declined by 39% and keno revenue fell
by 7%.  The overall results of operations reveal that gaming
revenues are down by a greater percentage than the results
provided by food, beverage and hotel operations.  Two factors
contribute to this disrepancy.  Customers staying at our hotel
are drawn form our property to the Fremont Street Experience
or other attractions and tend to return only to eat and sleep.
Customers who normally visit three or more times annually are
coming to Las Vegas fewer times with less money.

  Gross food and beverage revenues were down nearly $100,000
from 1996 reflecting the overall softness in the Company's 
operations.  Hotel occupancy levels declined by 1.5% through
the second quarter, reducing room revenue by $253,000.  The 
Company continues to focus on marketing primarily to repeat
customers in the midwest and value minded customers from
California.  In order attract these customers, the Company 
continues to price its rooms aggressively through various sales
and ad campaigns during the seasonal slow periods.  Management 
believes that keeping the hotel at maximum occupancy is vital 
to the casino operation.

  For the six months ended June 30, 1997, total operating expenses
declined by $434,000 or 1.7%.  Casino operating costs declined by
$525,000, General Administrative and other costs fell $270,000,
Utility and maintenance costs dropped $131,000 and advertising and
promotional expenses fell $51,000.  These improvements were 
partially offset by increased expenses of $584,000 in the food and
beverage operations and a $53,000 increase in hotel expenses.
While most of the Company's operations were able to reduce costs
through work force reductions and less expenditures, increased wages
and higher cost-of-goods sold contibuted to the rise in costs of
the hotel and food and beverage service operations.

  For the second quarter, the Company reported an operating loss
of $177,000 compared to operating income of $633,000 in the year
ago period.  For the first six months of 1997, operating income
was $221,000 compared to $2,596,000 in 1996.

  The net loss for the second quarter was $390,000 or $.52 a share
versus net income of $74,000 or $.10 a year ago.  For the first
six months of 1997 the net loss was $453,000 or $.60 a share
compared to net income of $975,000 or $1.28 in 1996.           


<PAGE>
          
         
           
           
                           SIGNATURES
           
Pursuant to the requirements of the Securities Exchange Act of
1934 the registrant had duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
           
           
           
           
                         UNION PLAZA HOTEL AND CASINO, INC.
                                   (REGISTRANT)
           
           
           
Date: August 12, 1997             /SS/ JOHN D. GAUGHAN
                                 JOHN D. GAUGHAN, President
           
           
           
           
Date: August 12, 1997             /SS/ LARRY DOLESH
                                 LARRY DOLESH,  Vice President 
                                    of Finance
           
           


Date: August 12, 1997             /SS/ JOHN P. JONES
                                 JOHN P. JONES,  Vice President &
                                    Treasurer           



Date: August 12, 1997             /SS/ ALAN J. WOODY
                                  ALAN J. WOODY, Controller                    
   









16

[ARTICLE]    5
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                         3-MOS
[FISCAL-YEAR-END]               DEC-31-1997
[PERIOD-END]                    JUN-30-1997
[CASH]                          $   2757000 
[SECURITIES]                              0
[RECEIVABLES]                        557000
[ALLOWANCES]                              0
[INVENTORY]                          436000
[CURRENT-ASSETS]                    4714000
[PP&E]                            101707000
[DEPRECIATION]                     61322000
[TOTAL-ASSETS]                     47082000
[CURRENT-LIABILITIES]               4076000
[BONDS]                            19600000
[PREFERRED-MANDATORY]                     0
[PREFERRED]                               0
[COMMON]                             750000
[OTHER-SE]                         16523000
[TOTAL-LIABILITY-AND-EQUITY]       47082000
[SALES]                             2316000
[TOTAL-REVENUES]                   13951000
[CGS]                               3658000
[TOTAL-COSTS]                       6970000
[OTHER-EXPENSES]                    2704000
[LOSS-PROVISION]                      20000
[INTEREST-EXPENSE]                   549000
[INCOME-PRETAX]                     (722000) 
[INCOME-TAX]                        (332000)
[INCOME-CONTINUING]                 (332000)  
[DISCONTINUED]
[EXTRAORDINARY]
[CHANGES]
[NET-INCOME]                        (332000)
[EPS-PRIMARY]                       (   .52)
[EPS-DILUTED]                       (   .52)
</TABLE>


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