Washington, D.C. 20549


                               Final Amendment to
                                   SCHEDULE TO

               OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

                         DUNES HOTELS AND CASINOS, INC.
                        (Name of Subject Company--Issuer)

          DUNES HOTELS AND CASINOS, INC.                    ISSUER
         GENERAL FINANCIAL SERVICES, INC.                   BIDDER
          GFS ACQUISITION COMPANY, INC.                     BIDDER
                 STEVE K. MILLER                            BIDDER
             (Name of Filing Persons)                      (Status)

          COMMON STOCK, $0.50 PAR VALUE                   265440 10 7
SERIES B, $7.50 CUMULATIVE PREFERRED STOCK, $0.50         265440 20 6
                    PAR VALUE
          (Title of Class of Securities)            (CUSIP Number of Class
                                                        of Securities)

                                  Thomas Steele
                             8441 E. 32nd Street N.
                                    Suite 200
                              Wichita, Kansas 67226
                             (316) 636-1070, Ext. 28
      (Name, address and telephone number of persons authorized to receive
             notices and communications on behalf of filing persons)

                                   Copies to:

                              Patrick J. Respeliers
                            Morrison & Hecker L.L.P.
                                2600 Grand Avenue
                           Kansas City, Missouri 64108
                                 (816) 691-2600

                            CALCULATION OF FILING FEE

                Transaction valuation      Amount of filing fee
                    $5,382,640(1)              $1,077(2)

(1)   Estimated  for  purposes  of  calculating  the  amount of the  filing fee
      only.  The amount assumes the purchase of all  outstanding  shares of the
      Dunes Hotel and Casinos,  Inc.'s Common Stock,  $0.50 par value, at $1.00
      per common share, and Series B, $7.50 Cumulative  Preferred Stock,  $0.50
      par value,  at $30.00 per preferred  share,  in accordance  with terms of
      the Offer described  herein.  The amount of the filing fee was calculated
      in  accordance  with Rule 0-11(d)  under the  Securities  Exchange Act of

(2)   Previously paid.

      [ ] Check  the box if any part of the fee is offset  as  provided  by Rule
0-11(a)(2)  and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

      Amount Previously Paid:
      Form or Registration No.:
      Filing Party:
      Date Filed:

      [  ]  Check  the  box  if  the  filing   relates   solely  to  preliminary
communications made before the commencement of a tender offer.

      Check the appropriate  boxes below to designate any  transactions to which
the statement relates:

      |X|  third-party tender offer subject to Rule 14d-1.

      |X|  issuer tender offer subject to Rule 13e-4.

      |X|  going-private transaction subject to Rule 13e-3.

      [ ]  amendment to Schedule 13D under Rule 13d-2.

      Check the following box if the filing is a final  amendment  reporting the
results of the tender offer: |X|


      This Final Amendment  amends and supplements the Tender Offer Statement on
Schedule TO, as amended (this "Statement"),  relating to a tender offer by Dunes
Hotels and Casinos,  Inc., a New York corporation  (the "Company"),  to purchase
all of the  outstanding  shares of its Common  Stock,  $0.50 par value per share
(the "Common Shares"), and its Series B, $7.50 Cumulative Preferred Stock, $0.50
par value per share (the "Preferred  Shares"),  tendered  pursuant to the tender
offer at a  purchase  price of $1.00 per Common  Share and $30.00 per  Preferred
Share, net to the seller in cash,  without interest,  upon the terms and subject
to the  conditions set forth in the Offer to Purchase dated October 31, 2000 and
the  Supplement  thereto dated  December 21, 2000  (collectively,  the "Offer to
Purchase")  and in the  related  Letters  of  Transmittal,  copies  of which are
attached hereto as Exhibits  (A)(1),  (A)(2),  (A)(7) and (A)(3) (which together
with  any  amendments  or  supplements  thereto,   collectively  constitute  the
"Offer").  General Financial Services,  Inc., GFS Acquisition Company,  Inc. and
Steve K.  Miller are  "bidders"  within the  meaning  of Rule  14d-1(g)(2)  with
respect to the offer. The term "Share" means a share of either the Common Shares
or the Preferred Shares, as applicable.


      Items  8 and 11 of  the  Schedule  TO is  hereby  amended  by  adding  the
following language:

      At 4:00 p.m.,  Central  Time on Friday,  March 16,  2001,  the  subsequent
offering period for the Preferred Shares expired.  Based on information provided
by the Depositary,  221 Preferred Shares were validly tendered and not withdrawn
during the subsequent offering period and all validly tendered and not withdrawn
shares were accepted, payment for which will be made promptly.

      As a result  of the  Offer,  the  Dunes  acquired  427,563  Common  Shares
(representing  8.4% of the outstanding Common Shares) and 1,075 Preferred Shares
(representing  11.2% of the  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 85.8% of the Common
Shares and 1.4% of the Preferred Shares.

      As of March 30,  2001,  shareholders  who claim to have lost  their  stock
certificates  have submitted  letters of transmittal for 82 Preferred Shares and
18,100 Common Shares.  The Company has agreed to accept such tendered  shares if
the shareholders satisfy the transfer agent's requirement for delivery of a lost
stock affidavit and the payment of a transfer  service fee. These shares are not
included in the above numbers or percentages



      After  due  inquiry  and to the  best  of my  knowledge  and  belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.

Dated: April 2, 2001

                               DUNES HOTELS AND CASINOS, INC.

                               By:  /s/ Steve K. Miller
                               Name:   Steve K. Miller
                               Title:  President

                               GENERAL FINANCIAL SERVICES, INC.

                               By:  /s/ Steve K. Miller
                               Name:   Steve K. Miller
                               Title:  President

                               GFS ACQUISITION COMPANY, INC.

                               By:  /s/ Steve K. Miller
                               Name:   Steve K. Miller
                               Title:  President

                               /s/ Steve K. Miller
                               Steve K. Miller