NOTICE OF SUBSEQUENT OFFERING PERIOD FOR

                         THE OFFER TO PURCHASE FOR CASH

                            ALL OUTSTANDING SHARES OF

                         DUNES HOTELS AND CASINOS, INC.

                   SERIES B, $7.50 CUMULATIVE PREFERRED STOCK
                         AT $30.00 NET PER SHARE IN CASH

                                       BY

                         DUNES HOTELS AND CASINOS, INC.

      This notice amends and updates the information contain in the Offer to
Purchase dated October 31, 2000, as amended by the supplement dated
December 21, 2000, relating to the offer by the Dunes Hotels and Casinos, Inc.
to purchase all of the outstanding shares of its series B, $7.50 cumulative
preferred stock.  The date of this notice is February 15, 2001.

      At 4:00 p.m., Central Time on Thursday, February 15, 2001, the Offer
expired. Based on information provided by the Depositary, 397,118 Common Shares
and 874 Preferred Shares were validly tendered and not withdrawn  prior to the
expiration of the Offer.  Prior to the expiration of the Offer, the Dunes
waived all unsatisfied conditions to the Offer and all validly tendered and not
withdrawn shares were accepted, payment for which will be made  promptly.  The
tendered shares represent 7.8% of the outstanding Common Shares and 9.1% of the
outstanding Preferred  Shares.  The tendered shares will be cancelled and as a
result, Steve K. Miller, indirectly through General Financial Services, Inc.
and GFS Acquisition Company, Inc., will own 82.7% of the Common Shares and
1.4% of the Preferred Shares.

      Immediately  prior to the expiration of the offer, the Offerors
announced that the subsequent offering period for the Offer for Preferred
Shares will begin at 9:00 a.m. Central time, on Friday, February 16, 2001 and
will expire at 4:00 p.m., Central  time, on Friday, March 16,  2001.
During the  subsequent offering period, Preferred Shares will be accepted and
promptly paid for as they are tendered. The same per share consideration paid
during the initial offering period is extended through the subsequent offering
period. Preferred Shares that are tendered during the subsequent offering
period may not be withdrawn.  There is no subsequent offering period for the
Common Shares.





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