10-K

                                 FORM 10-K
                    SECURITIES AND EXCHANGE COMMISSION 
                          WASHINGTON, D.C. 20549 
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934  
For the fiscal year ended    January 31, 1997    
                   OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934  
For the transition period from                  to               


Commission File Number                  1-8570                   

                      CIRCUS CIRCUS ENTERPRISES, INC.            
     (Exact name of Registrant as specified in its charter)

    Nevada                                       88-0121916      
(State or other jurisdiction of    (I.R.S. Employer incorporation
incorporation or organization)         Identification No.)

2880 Las Vegas Boulevard South, Las Vegas, Nevada   89109-1120    
(Address of principal executive offices            (Zip Code)

Registrant's telephone number, including area code:(702) 734-0410

Securities registered pursuant to Section 12(b) of the Act:

Title of Class              Name of Exchanges on which Registered
Common Stock, $.01-2/3 Par Value  New York Stock Exchange and     
                                    Pacific Stock Exchange
Common Stock Purchase Rights      New York Stock Exchange and     
                                    Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

    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 (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X    No      

    Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

    The aggregate market value of the voting stock of the
Registrant held by persons other than the registrant's directors
and executive officers as of April 25, 1997 (based upon the last
reported sale price on the New York Stock Exchange on such date)
was $1,936,961,369.

    The number of shares of Common Stock, $.01-2/3 par
value, outstanding at April 25, 1997: 94,862,033.



                                                               
                    DOCUMENTS INCORPORATED BY REFERENCE
    PART II - Portions of the Registrant's Annual Report to
Stockholders for the year ended January 31, 1997 are incorporated
by reference into Items 7 and 8, inclusive.

    PART III - Portions of the Registrant's definitive
proxy statement in connection with the annual meeting of
stockholders to be held on June 24, 1997, are incorporated by
reference into Items 10 through 13, inclusive. 

                                  PART I

ITEM 1.  BUSINESS.

General

    Circus Circus Enterprises, Inc. (the "Company"), which
was incorporated in 1974, currently owns and operates, through
wholly owned subsidiaries, nine hotel-casino properties in Nevada
with a total of approximately 17,700 guest rooms, reflecting the
December 1, 1996 closing of the 1,169-room Hacienda Hotel and
Casino and the placement in service of a total of approximately
2,950 new rooms at Circus Circus-Las Vegas and Luxor since
December 1996.  These properties include (i) three hotel/casinos
in Las Vegas (Circus Circus-Las Vegas, Luxor and Excalibur), (ii)
the Circus Circus Hotel and Casino in Reno, (iii) the Colorado
Belle Hotel and Casino and the Edgewater Hotel and Casino which
are located on the Colorado River in Laughlin, (iv) Gold Strike
Hotel and Gambling Hall and the Nevada Landing Hotel & Casino in
Jean, and (v) Railroad Pass Hotel and Casino in Henderson.  The
Company also owns and operates a dockside casino situated on a
24-acre site in Tunica County, Mississippi and operates two
smaller casinos on the Las Vegas Strip, Slots-A-Fun (which the
Company also owns) and the Silver City Casino (which the Company
operates under a long-term lease).

    The Company, through wholly owned subsidiaries, is a
50% participant in (i) a joint venture (the  Las Vegas Joint
Venture ) which owns and operates Monte Carlo, a hotel-casino on
the Las Vegas Strip which opened in June 1996, (ii) a joint
venture (the "Reno Joint Venture") which owns and operates Silver
Legacy, a hotel-casino located in downtown Reno that opened in
July 1995 and is situated between (and connected by enclosed
climate-controlled skyways to) Circus Circus-Reno and another
hotel-casino owned and operated by an affiliate of the other
participant in the Reno Joint Venture, and (iii) a joint venture
(the "Elgin Joint Venture") which owns and operates The Grand
Victoria, a riverboat casino, and a related land-based
entertainment complex located in Elgin, Illinois.  In January
1997, the Company disposed its one-third interest in a company
which operates an interim casino in Windsor, Ontario, Canada. 
For additional information concerning the projects with which the
Company is involved through the aforementioned joint ventures,
see "Joint Venture Participations" in this Item 1.

    Unless the context otherwise indicates, all references
to the Company are to Circus Circus Enterprises, Inc. and its
subsidiaries.

Significant Recent Developments

    Since December 23, 1996, the Company has placed in
service a new 1,000-room hotel tower at Circus Circus-Las Vegas
and approximately 1,950 rooms in two new 22-story hotel towers at
Luxor.  The expansion program at Luxor has also involved
substantial changes to the original facility, including the
removal of the Nile River feature to provide for a better
utilization of the space on the ground level of the main casino
and the relocation of the hotel s front desk to provide easier
customer access.  This work, which significantly impacted
operations at Luxor during fiscal 1997, was substantially
completed by the end of fiscal 1997.  The remainder of the
expansion program will be completed in stages with final
completion currently anticipated to occur in fall of 1997 and
will add additional retail areas, two new restaurants, a multi-
purpose showroom and include a reworking of the attractions
level.  For additional information concerning the new facilities,
see  Description of the Company's Operating Hotels and Casinos 
in this Item 1.

    On December 1, 1996, the Company closed the 1,169-room
Hacienda Hotel and Casino, which was imploded on December 31,
1996 to make way for construction of a 42-story, 3,800-room
hotel-casino resort (currently referred to as  Project Paradise )
and a 400-room Four Seasons Hotel.  Construction of Project
Paradise commenced in the spring of 1997 and is currently
expected to be completed in late 1998 or early 1999.  For
additional information concerning Project Paradise and the Four
Seasons Hotel, see  Current Expansion Activities  in this Item 1.

    In late 1996, the Company commenced construction of a
1,200-room hotel tower at its Tunica County, Mississippi casino,
Circus Circus-Tunica, which will be remodeled and rethemed into a
more elegant resort to be operated under the name Gold Strike
Casino Resort.  For additional information concerning this
project, see  Current Expansion Activities  in this Item 1.

    In June 1996, the Las Vegas Joint Venture (in which the
Company owns a 50% interest) completed and opened Monte Carlo, a
major destination resort on the Las Vegas Strip with 3,002 hotel
rooms, including 253 suites.  For additional information
concerning this property and the Las Vegas Joint Venture, see
 Joint Venture Participations  in this Item 1.

    In January 1997, the Company disposed of its one-third
interest in a company operating an interim casino in Windsor,
Ontario, Canada.


Description of the Company's Operating Hotels and Casinos

Las Vegas, Nevada

    Circus Circus-Las Vegas.  Circus Circus-Las Vegas, the
Company's original property, is a circus-themed hotel and casino
complex situated on approximately 69 acres on the north end of
the Las Vegas Strip.  The property, which has a total of 3,744
hotel rooms (1,000 of which are included in a new tower completed
in December 1996), includes approximately 109,000 square feet of
casino space where, as of January 31, 1997, 2,555 slot machines
and other coin-operated devices and 84 gaming tables (including
blackjack ("21"), craps, pai gow poker, Caribbean stud poker, a
wheel of fortune and roulette) as well as poker, keno and a race
and sports book were available to the casino's patrons.  From a
"Big Top" above the casino, Circus Circus-Las Vegas offers its
guests a variety of circus acts performed free of charge from 11
a.m. to midnight daily.  A mezzanine area overlooking the casino
has a circus midway with carnival-style games and an arcade that
offers a variety of amusements and electronic games.  Four
specialty restaurants, a buffet with a seating capacity of
approximately 1,200, two coffee shops, several fast food snack
bars, four cocktail bars and two cocktail service bars and a
variety of gift shops and specialty shops are also available to
the guests at Circus Circus-Las Vegas.  Grand Slam Canyon, an
"adventuredome" covering approximately five acres, offers theme
park entertainment that includes a high-speed, double-loop,
double-corkscrew roller coaster, a coursing river flume ride on
white-water rapids, several rides and attractions designed for
preschool age children, themed carnival-style midway games, a
state-of-the-art arcade, a 65-foot waterfall, fully animated
life-size dinosaurs in their primeval habitat, food kiosks and
souvenir shops, all in a climate-controlled setting under a giant
space-frame dome.  On-site parking is available for approximately
4,700 vehicles, including three garages that will accommodate
approximately 3,200 vehicles.  Circus Circus-Las Vegas also
offers accommodations for approximately 384 recreational vehicles
at the property's Circusland RV Park.  

    Luxor.  Luxor, which opened in October 1993, is an
Egyptian-themed hotel and casino complex which features a
30-story pyramid and two new 22-story hotel towers which opened a
majority of their 1,950 rooms in December 1996 and the remainder
by February 1997.  With the addition of the new towers, Luxor now
contains 4,425 hotel rooms, including 492 suites.  The new hotel
towers are part of an expansion program at Luxor which also
included the addition of 20,000 square feet of convention space,
extensive remodeling of the casino level of the pyramid,
relocation of the hotel s front desk, the reworking of the front
entrance, relocating and retheming the buffet and connecting
Luxor to Excalibur by a climate-controlled skyway with moving
walkways.  The expansion program will continue into the current
year and will ultimately include a reworked attractions level,
two new restaurants and a new multi-purpose showroom.  The
remainder of the expansion will be completed in stages with final
completion currently anticipated to occur in fall of 1997. 
Situated at the south end of the Las Vegas Strip on a 64-acre
site adjacent to Excalibur, Luxor features a food and 
entertainment area on three different levels beneath a soaring
hotel atrium.  The pyramid s hotel rooms can be reached from the
four corners of the building by state-of-the-art "inclinators"
which travel at a 39-degree angle.  Luxor includes approximately
120,000 square feet of casino space where, as of January 31,
1997, 2,245 slot machines and other coin-operated devices and 110
gaming tables (including blackjack ("21"), craps, pai gow poker,
Caribbean stud poker, a wheel of fortune and roulette) as well as
poker, keno and a race and sports book were available to the
casino's patrons.  Above the pyramid s casino, a series of IMAX
special-format filmed attractions are designed to seemingly
transport visitors to extraordinary places of times past, present
and future.  Luxor's other public areas include a buffet with a
seating capacity of approximately 800, five themed restaurants
including two gourmet restaurants, as well as a snack bar, seven
cocktail lounges and a variety of specialty shops.  Parking is
available for nearly 3,200 vehicles, including a garage which
contains approximately 1,800 spaces.

    Excalibur.  Excalibur is a castle-themed hotel and
casino complex situated on the south end of the Las Vegas Strip
on a 53-acre site adjacent to Luxor.  Excalibur, which is
connected to Luxor by a new climate-controlled skyway with moving
walkways, has a total of 4,008 hotel rooms and offers its guests
more than 400,000 square feet of public entertainment area,
including approximately 110,000 square feet of casino space
where, as of January 31, 1997, 2,442 slot machines and other
coin-operated devices and 89 gaming tables (including blackjack
("21"), craps, pai gow poker, Caribbean stud poker, a wheel of
fortune and roulette) as well as poker, keno and a race and
sports book were available to the casino's patrons.  Excalibur's
other public areas include a Renaissance faire, a medieval
village, an amphitheater with seating capacity of nearly 1,000
where nightly mock jousting tournaments and costume drama are
presented, two dynamic motion theaters, various artisans' booths
and medieval games of skill.  In addition, Excalibur has a buffet
with seating capacity of approximately 1,300, six themed
restaurants, as well as four snack bars, several cocktail lounges
and a variety of specialty shops.  Parking is available for
approximately 4,000 vehicles, including a garage which contains
approximately 1,400 spaces.  

    Other Las Vegas Properties.  The Silver City Casino and
Slots-A-Fun have 18,200 and 16,700 square feet of casino space,
respectively.  Both casinos depend on foot traffic along the Las
Vegas Strip for their business.  As of January 31, 1997, the
Silver City Casino had 570 slot machines and other coin-operated
devices and 21 gaming tables, while Slots-A-Fun had 632 such
machines and devices and 25 gaming tables.

Reno, Nevada

    Circus Circus-Reno.  Circus Circus-Reno is a circus-
themed hotel and casino complex situated in downtown Reno,
Nevada.  The property, which has a total of 1,605 hotel rooms
(all of which were refurbished during the fiscal year ended
January 31, 1997), includes approximately 60,000 square feet of
casino space where, as of January 31, 1997, 1,722 slot machines
and other coin-operated devices and 66 gaming tables (including
blackjack ("21"), craps, pai gow poker, Caribbean stud poker, a
wheel of fortune and roulette) as well as poker, keno and a race
and sports book were available to the casino's patrons.  From a
"Big Top" above the casino, Circus Circus-Reno also offers its
guests a variety of circus acts performed free of charge from 11
a.m. to midnight daily.  A mezzanine area has a circus midway
with carnival-style games and an arcade that offers a variety of
amusements and electronic games.  The facilities at Circus
Circus-Reno also include two specialty restaurants, a buffet with
a seating capacity of approximately 450, a coffee shop, a
deli/bakery, a fast food snack bar, five cocktail lounges, a gift
shop and specialty shops.  Parking is currently available for
over 3,000 vehicles, including space for approximately 1,850
vehicles in a new parking garage which opened at the end of
fiscal 1997.  For information concerning the Company's
participation in a joint venture which owns and operates Silver
Legacy, a casino, hotel and entertainment complex which is
connected to Circus Circus-Reno by an enclosed skywalk, see
"Joint Venture Participations -- Reno Joint Venture" in this 
Item 1.

Laughlin, Nevada

    Colorado Belle.  The Colorado Belle Hotel and Casino is
situated on a 22-acre site on the bank of the Colorado River
(with 1,080 feet of river frontage) in Laughlin, Nevada,
approximately 90 miles south of Las Vegas.  The Colorado Belle
features a 600-foot replica of a Mississippi riverboat, 1,226 
hotel rooms and a casino with approximately 64,000 square feet of
space where, as of January 31, 1997, 1,362 slot machines and
other coin-operated devices and 40 gaming tables (including
blackjack ("21"), craps, pai gow poker, Caribbean stud poker and
roulette) as well as poker, keno and a sports book were available
to the casino's patrons.  The Colorado Belle's facilities also
include a 350-seat buffet, a coffee shop, three specialty
restaurants, two fast food snack bars, five cocktail lounges and
a cocktail service bar as well as a gift shop and other specialty
shops.  There is surface parking available for approximately
1,700 vehicles.

    Edgewater.  The Edgewater Hotel and Casino is situated
on a 16-acre site adjacent to the Colorado Belle in Laughlin,
Nevada with approximately 1,640 feet of frontage on the Colorado
River.  The property, which has 1,450 hotel rooms, includes
approximately 44,000 square feet of casino space where, as of
January 31, 1997, 1,346 slot machines and other coin-operated
devices and 42 gaming tables (including blackjack ("21"), craps,
pai gow poker, Caribbean stud poker, a wheel of fortune and
roulette) as well as poker, keno and a race and sports book were
available to the casino's patrons.  The Edgewater's facilities
also include a specialty restaurant, a coffee shop, a buffet with
a seating capacity of 735, a snack bar and three cocktail
lounges.  There is surface parking available for approximately
1,350 vehicles and a parking garage which can accommodate
approximately 930 additional vehicles.  

Jean, Nevada

    Gold Strike.  Gold Strike Hotel & Gambling Hall, which
opened in December 1987 and was acquired by the Company in June
1995, is an "old west" themed hotel-casino located on
approximately 51 acres of land on the east side of I-15, the
primary thoroughfare between Las Vegas and southern California. 
The property includes, among other amenities, approximately
37,000 square feet of casino space, 813 hotel rooms, several
restaurants, a gift shop, a swimming pool and spa, a banquet
center equipped to serve 260 people and parking spaces for
approximately 2,100 cars.  As of January 31, 1997, 1,090 slot
machines and other coin-operated devices and 22 gaming tables
(including blackjack ("21"), craps, Caribbean stud poker, and
roulette) as well as poker and keno were available to the
casino's patrons.  The casino has a stage bar with regularly
scheduled live entertainment and a casino bar.  Gold Strike also
offers a children's arcade in order to accommodate the numerous
families that visit the property. 

    Nevada Landing.  Built in 1989 and acquired by the
Company in June 1995, Nevada Landing Hotel & Casino is a turn-of-
the-century riverboat themed hotel-casino located on
approximately 55 acres of land across I-15 from Gold Strike.  The
property includes approximately 36,000 square feet of casino
space, 303 hotel rooms, a 72-seat Chinese restaurant, a full-
service coffee shop, an all-you-can-eat buffet, a snack bar, a
gift shop, a swimming pool and spa, a 300-guest banquet facility
and parking spaces for approximately 1,400 cars.  As of January
31, 1997, 1,050 slot machines and other coin-operated devices and
20 gaming tables (including blackjack ("21"), craps, Caribbean
stud poker and roulette) as well as keno and a sports book were
available to the casino's patrons.

Henderson, Nevada

    Railroad Pass.  Railroad Pass Hotel & Casino, which was
acquired by the Company in June 1995, is situated on
approximately 56 acres along US-93, the direct route between Las
Vegas and Phoenix, Arizona.  The property includes, among other
amenities, approximately 21,000 square feet of casino space, 120
hotel rooms, two bars, two full-service restaurants, an all-you-
can-eat buffet, gift shop, swimming pool, a 194-guest banquet
facility and parking spaces for approximately 580 cars.  As of
January 31, 1997, Railroad Pass' casino offered 395 slot machines
and 11 gaming tables (including blackjack ( 21 ),craps and
roulette) as well as a keno lounge, a sports book and free bingo
three days per week.  In contrast with the Company's other Nevada
properties, Railroad Pass caters to local residents, particularly
from Henderson, who often prefer the informal, friendly
atmosphere and easy access of Railroad Pass over the casinos on
the Las Vegas Strip. 

Tunica County, Mississippi

    Circus Circus-Tunica.   Circus Circus-Tunica, which
opened in August 1994, is a dockside casino situated on a 24-acre
site along the Mississippi River in Tunica County, Mississippi,
approximately three miles west of Mississippi State Highway 61 (a
major north/south highway connecting Memphis, Tennessee with
Tunica County) and approximately 20 miles south of Memphis.  The
current facility has a total of approximately 127,000 square feet
of space, including approximately 48,000 square feet of casino
space.  As of January 31, 1997, 1,372 slot machines and other
coin-operated devices and 44 gaming tables (including blackjack
("21"), craps, pai gow poker, Caribbean stud poker and roulette)
as well as poker were available to the casino's patrons.  The
current facility also includes a specialty restaurant, a 500-seat
buffet, a snack bar, three cocktail lounges and two service bars.

    In late 1996, the Company commenced construction of a 
hotel tower at Circus Circus-Tunica which will include 1,200
rooms.  In addition to the construction of the hotel tower, which
is expected to open in December 1997, the existing facilities at
Circus Circus-Tunica will be remodeled and rethemed into a more
elegant resort which will be operated under the name Gold Strike
Casino Resort.  The estimated cost of the hotel tower and related
improvements is $125 million.

    The Company's Tunica site is a part of a three-casino
development covering approximately 72 acres.  The other two
casinos are owned and operated by unaffiliated third parties. 
The Company also has an undivided one-half interest in an
additional 388 acres of land contiguous to or near each of the
three casino sites which may be used for future development.

Marketing

    Generally, the Company follows a marketing and
operating philosophy which emphasizes high-volume business by
providing moderately priced hotel rooms, food and beverage and
alternative entertainment in combination with the gaming
activity.  The Company also maintains stringent cost controls
which are exemplified by a general policy of offering minimal
credit for gaming customers at the Company's properties. 
Management believes that this philosophy sets the Company apart
from its principal competitors.

    The Company's current operations at each of its casinos
are conducted 24 hours a day, every day of the year.  The Company
does not consider its business to be highly seasonal, although
its operating income is typically somewhat lower in the fourth
quarter.  Management emphasizes courteous and prompt service to
its customers and aspires to a high standard of excellence in all
of its operations.

    The Company believes it has been able to maintain high
occupancy rates at its hotels, in part, due to the modest prices
charged for its rooms and its advertised policy of assisting any
customer who cannot be accommodated at its properties in finding
similarly priced rooms in nearby hotels and motels.  For the
years ended January 31, 1997, 1996 and 1995, the combined
occupancy rate of the Company s hotels (excluding complimentaries
but including nonrefunded prepaid cancellations, and including
each hotel acquired by the Company during such three-year period
only for the portion of such period commencing with such
acquisition) was approximately 93.2%, 93.5% and 95.7%,
respectively.

    Circus Circus-Las Vegas and Circus Circus-Reno, which
together contributed 24% of the Company's revenues in the year
ended January 31, 1997 (and 27% and 29%, respectively, in the
years ended January 31, 1996 and 1995), have popular buffets,
attractive because of their variety, quality and low price.  From
a "Big Top" above the casino, both properties offer a variety of
circus acts performed free of charge to the public from 11 a.m.
to midnight daily.  A mezzanine area overlooking each casino has
a circus midway with carnival-style games and an arcade that
offers a variety of amusements and electronic games.  Grand Slam
Canyon, an adventuredome, offers additional theme park
attractions at Circus Circus-Las Vegas.

    Excalibur, which contributed 23% of the Company's
revenues in the year ended January 31, 1997 (and 23% and 25%,
respectively, in the years ended January 31, 1996 and 1995),
attracts customers in the same manner as the Company's two
circus-themed Nevada properties by offering quality rooms, food
and entertainment at moderate prices.  By way of entertainment,
the medieval castle-themed Excalibur offers a medieval village,
an amphitheater where mock tournaments and costume drama are
presented, dynamic motion theaters, various artisans' booths and
medieval games of skill.

    Luxor contributed 17% of the Company's revenues in the
year ended January 31, 1997 (and 20% and 24%, respectively, in
the years ended January 31, 1996 and 1995).  This property, which
has been expanded with the addition of 1,950 hotel rooms in two
22-story towers which opened a majority of their rooms in
December 1996 and the remainder by February 1997, offers a level
of entertainment and hotel accommodations which is designed to
attract the higher income segment of the middle-income strata of
gaming customers.  Designed with an Egyptian theme, Luxor s 30-
story pyramid offers its guests a tri-level entertainment area
which includes IMAX special-format filmed attractions designed to
seemingly transport visitors to extraordinary places of times
past, present and future.  In addition to the new hotel rooms,
the Luxor expansion program includes a new spa, 20,000 square
feet of convention space and ultimately will include a new multi-
purpose showroom.

    The Colorado Belle and Edgewater together contributed
12% of the Company's revenues in the year ended January 31, 1997
(and 13% and 16%, respectively, in the years ended January 31,
1996 and 1995).  Forming the heart of the Laughlin "Strip", the
Colorado Belle and the Edgewater combine to offer approximately
2,700 rooms and 108,000 square feet of casino space.  The
Colorado Belle offers a classic Mississippi riverboat theme,
complete with a 60-foot paddle wheel.  The Edgewater's
southwestern motif provides a relaxing atmosphere to enjoy the
property's casino and other facilities.  Connected by a scenic
walkway, the two resorts form an inviting shoreline along the
Colorado River.

    Gold Strike and Nevada Landing, which were acquired on
June 1, 1995, together contributed 6% and 4% of the Company's
revenues in the years ended January 31, 1997 and 1996,
respectively.  The two properties are located on opposite sides
of I-15, the primary thoroughfare between Las Vegas and southern
California, approximately 25 miles south of Las Vegas and 12
miles north of the California/Nevada border.  The properties are
conveniently located at the only highway interchange within 12
miles in either direction and are strategically positioned to
attract visitors from the large number of people traveling to and
from Las Vegas.

    Circus Circus-Tunica, the Company's first wholly owned
casino outside of Nevada, opened in August 1994 and contributed
4% of the Company's revenues in the year ended January 31, 1997
(and 5% and 3% respectively, in the years ended January 31, 1996
and 1995).  The facility, a dockside casino, is part of an
integrated three casino development that provides patrons with
the opportunity to visit any of the three casinos without
driving, a unique experience in the Tunica market.  The Company
is constructing a 1,200-room hotel tower at Circus Circus-Tunica
which currently has no hotel facilities.  The existing facilities
will also be remodeled and rethemed into a more elegant resort
which will be operated under the name Gold Strike Casino Resort. 
The current expansion program is in response to increased
competition in the Tunica market being encountered from three new
competitors, including a new facility which is nearer to Memphis,
Tennessee (Tunica s principal market) and larger than any
previously existing facility in Tunica.

    The Company maintains an active media advertising
program through radio, television, billboards and printed
publications primarily in Nevada, California and Arizona for its
Nevada properties and in the Memphis area for Circus Circus-
Tunica.  In addition, the Company advertises and allows patrons
to make room reservations using the internet.  While the Company
offers complimentary hotel accommodations, meals and drinks to
its customers on an individual basis, no group complimentary
arrangements are offered.

Operations

    The primary source of revenues to the Company is its
casinos, although the hotels, restaurants, bars, shops, midway
games and other entertainment attractions and other services are
an important adjunct to the casinos.

    The following table sets forth the contribution to net
revenues on a dollar and percentage basis of the Company's major
activities for each of the three most recent fiscal years.

                                         Year Ended January 31,                
                             1997                 1996                1995    
                                          (Dollars in thousands)
Revenues:(1)
  Casino(2) . . . . .  $  655,902  49.2%   $664,772  51.2%    $612,115   52.3%
  Rooms(3). . . . . .     294,241  22.0%    278,807  21.4%     232,346   19.9%
  Food and 
   beverage(3). . . .     210,384  15.8%    201,385  15.5%     189,664   16.2%
  Other(3). . . . . .     146,554  11.0%    158,534  12.2%     166,295   14.2%
  Earnings of unconsoli-
   dated affiliates        86,646   6.5%     45,485   3.5%       5,459     .5%
                       $1,393,727 104.5% $1,348,983 103.8%  $1,205,879  103.1%
Less:
  Complimentary
    allowances(3) . .      59,477   4.5%     49,387   3.8%      35,697    3.1%
Net revenues. . . . .  $1,334,250 100.0% $1,299,596 100.0%  $1,170,182  100.0%


(1) Includes operations of Gold Strike, Nevada Landing and Railroad Pass
    since June 1, 1995 and Hacienda from September 1, 1995 to December 1,
    1996.

(2) Casino revenues are the net difference between the sums received as
    winnings and the sums paid as losses.

(3) Food and beverage, Rooms and Other include the retail value of services
    which are provided to casino customers and others on a complimentary
    basis.  Such amounts are then deducted as complimentary allowances to
    arrive at net revenue.
                                                             
                                                   

    In connection with its gaming activities, the Company
follows a policy of stringent controls and cross checks on the
recording of all receipts and disbursements.  The audit and cash
controls developed and utilized by the Company include the
following:  locked cash boxes, independent counters, checkers and
observers to perform the daily cash and coin counts, floor
observation of the gaming areas, closed-circuit television
observation of certain areas, computer tabulation of receipts and
disbursements for each of the Company's slot machines, tables and
other games, and the rapid analysis and resolution of
discrepancies or deviations from normal performance.

    The Company's credit policies are stringent and credit
play historically has accounted for an insignificant portion of
its gaming activities.  Because of the Company's policies, its
casino receivables have been significantly less than 1% of its
total assets and its annual casino bad debt expense has been less
than 2/10 of 1% of casino revenues.

Joint Venture Participations

    The Company is a 50% participant in three joint
ventures.  They include (i) the Las Vegas Joint Venture, which
owns and operates Monte Carlo, a 3,002-room hotel-casino resort
on the Las Vegas Strip which opened in June 1996; (ii) the Elgin
Joint Venture, which owns and operates a riverboat casino and
land-based entertainment complex in Elgin, Illinois; and (iii)
the Reno Joint Venture, which owns and operates a hotel-casino in
Reno, Nevada.  In January 1997, the Company disposed of its
one-third interest in a company which operates an interim casino
in Windsor, Ontario, Canada.

Las Vegas Joint Venture (50% Participation)

    The Company, through a wholly owned entity (the  Circus
Participant ), is a 50% participant with an affiliate of Mirage
Resorts, Incorporated ( Mirage ) in the Las Vegas Joint Venture,
a Nevada general partnership, which owns and operates Monte
Carlo, a hotel-casino resort with 3,002 hotel rooms, including
253 suites, situated on approximately 46 acres with approximately
600 feet of frontage on the Las Vegas Strip.  Monte Carlo, which
opened in June 1996, is situated on a portion of the former
"Dunes" golf course between the site where Mirage is constructing
Bellagio, a 3,000-room luxury resort which is scheduled to open
in the summer of 1998 and will be connected to Monte Carlo by a
monorail, and New York-New York, a 2,000-room hotel-casino resort
which opened in January 1997.  Monte Carlo features a 90,000
square foot casino with a palatial style reminiscent of the Belle
Epoque, the French Victorian architecture of the late 19th
century.  As of January 31, 1997, Monte Carlo s casino had 2,221
slot machines and other coin operated devices and 95 gaming
tables (including blackjack ( 21 ), craps, pai gow poker,
Caribbean stud poker, roulette and baccarat) as well as keno,
bingo and a race and sports book. A recreated Victorian town
square features ornate facades, interactive games, high-tech
arcade rides and other nongaming recreational activities.  Other
amenities at Monte Carlo include a 550-seat bingo parlor, three
specialty restaurants, a buffet, a coffee shop, a food court, a
microbrewery featuring live entertainment and approximately
15,000 square feet of meeting and banquet space.  A 1,200-seat
replica of a plush vaudeville theater, including a balcony and
proscenium arch, features an elaborately staged show of illusions
with the world-renowned magician, Lance Burton.

    As of January 31, 1997, the assets of the Las Vegas
Joint Venture were subject to encumbrances securing the repayment
of indebtedness in the aggregate principal amount of $184.8
million.

Elgin Joint Venture (50% Participation)

    The Company, through a wholly owned entity, is a 50%
participant with an affiliate of Hyatt Development Corporation in the
Elgin Joint Venture, an Illinois general partnership which owns and
operates The Grand Victoria.  The Grand Victoria, a Victorian themed
riverboat casino and land-based entertainment complex, opened in
October 1994 in Elgin, Illinois, a suburb approximately 40 miles
northwest of downtown Chicago.  The Grand Victoria, the largest
cruising gaming vessel in the United States, offers a Las Vegas-style
gaming experience.  The two-story vessel is 420 feet in length and 110
feet in width, and provides a maximum 80,000 square feet of gaming 
space, approximately 36,000 square feet of which was being used at
January 31, 1997.  As of such date, the casino had 977 slot machines
and other coin operated devices and 56 gaming tables (including
blackjack ( 21 ), craps, pai gow poker, Caribbean stud poker and
roulette).  The vessel has a capacity of 1,736 persons and operates on
a fixed cruising schedule consisting of eight cruises each Sunday
through Thursday and nine cruises each Friday and Saturday.  The
dimensions of the specially designed riverboat allow The Grand
Victoria to maximize the gaming positions permitted under existing
Illinois gaming regulations.  This feature also allows The Grand
Victoria to significantly increase the number of on-board gaming
positions and to adapt the vessel to provide for dockside gaming in
the event of liberalized gaming regulations in the State of Illinois. 
An adjacent dockside complex on approximately 12 acres of land
overlooking the Fox River contains an approximately 83,000-square-foot
pavilion with two movie theaters, a 240-seat buffet, an 80-seat fine
dining restaurant, a VIP lounge and a gift shop, in addition to
ticketing and registration services for the riverboat.  There is
surface parking available for approximately 600 vehicles and a parking
structure which accommodates approximately 1,400 vehicles.  The Grand
Victoria is strategically located in Elgin among the residential
suburbs of Chicago, with nearby freeway access and direct train
service from downtown Chicago.  The Grand Victoria is located
approximately 20 miles and 40 miles, respectively, from its nearest
competitors in Aurora, Illinois and Joliet, Illinois, and holds one of
only ten riverboat gaming licenses currently granted state-wide.

    After the Elgin Joint Venture s recovery of its $112 million
initial investment in The Grand Victoria (which occurred in June
1996), it became obligated to contribute 20% of its after-tax adjusted
net operating income to various local educational, environmental and
economic projects benefitting the City of Elgin and Kane County,
Illinois.

    The pavilion and parking lot are located on land leased by
the Elgin Joint Venture from the City of Elgin for an initial period
of ten years, subject to certain renewal and purchase options granted
to the Elgin Joint Venture.  Under the lease, the Elgin Joint
Venture's rent will be equal to the greater of the base rent ($110,000
per year) or 3% of its net operating income.  The Elgin Joint Venture
may offset certain capital expenditures against this rental
obligation.  Further, rent is deductible from after-tax adjusted net
operating income for purposes of calculating the 20% contribution
obligation described above.  Until October 1999, the Elgin Joint
Venture is also obligated to make certain payments to the City of
Elgin to help defray law enforcement costs.

    Under its agreements with the City of Elgin, the Elgin Joint
Venture also was granted an option to purchase an additional nine
acres of land contiguous to the existing site.  For information
concerning certain regulatory requirements applicable to the ownership
and operation of the Elgin Joint Venture's gaming facilities, see
"Regulation and Licensing--Illinois" in this Item 1.

    As of January 31, 1997, the assets of the Elgin Joint
Venture were not subject to any encumbrances securing the repayment of
indebtedness.

Reno Joint Venture (50% Participation)

    The Company, through a wholly owned subsidiary, is a 50%
participant with Eldorado Limited Liability Company ("Eldorado
Limited") in the Reno Joint Venture, a general partnership which owns
and operates Silver Legacy, a hotel-casino and entertainment complex
situated on two city blocks in downtown Reno, Nevada.  The casino and
entertainment complex, which opened in July 1995, is located between
Circus Circus-Reno and Eldorado Hotel & Casino (the "Eldorado"), which
is owned and operated by an affiliate of Eldorado Limited.  Silver
Legacy's casino and entertainment complex is connected at the
mezzanine level with Circus Circus-Reno and the Eldorado by enclosed
climate-controlled skyways above the streets between the respective
properties.  The property's exterior is themed to evoke images of Reno
during the period from the 1880's through the 1930's.  At the main
pedestrian entrances to the casino (located on all four sides of the
complex), patrons enter by passing store fronts reminiscent of turn-
of-the-century Reno.

    Silver Legacy, which has 1,711 hotel rooms, includes a total
of approximately 85,000 square feet of gaming space, a portion of
which is on the ground level and the balance of which is on the
property s mezzanine level.  As of January 31, 1997, Silver Legacy s
casino had 2,275 slot machines and other coin operated devices and 89
gaming tables (including blackjack ("21"), craps, pai gow poker,
Caribbean stud poker, roulette, mini-baccarat and pai gow).  Extending
up into a 180-foot diameter dome structure from the center of the
casino floor is a 120-foot tall mining rig situated over a replica of
a silver mine.  A delicatessen, bar and "sidewalk" cafe are located on
the ground floor, and a seafood grill, a buffet and a 24-hour coffee
shop are located on the casino s mezzanine level.  The Silver Legacy s
other amenities include a 25,000-square foot special events center,
three custom retail shops, a health spa and an outdoor pool and sun
deck.  The hotel complex also includes a ten-level parking structure
with space for approximately 1,800 vehicles. 

    As of January 31, 1997, the assets of the Reno Joint
Venture, including Silver Legacy, were subject to encumbrances
securing the repayment of indebtedness (including certain indebtedness
to the Company) in the principal amount of $242.5 million.

Current Expansion Activities

    Consistent with past practice and the longstanding policy of
making substantial investments in its gaming business at regular
intervals, the Company continues to actively pursue new projects,
either by development or acquisition.  New investments may involve the
expansion of existing facilities (such as the recently added
facilities at Luxor and Circus Circus-Las Vegas) or new properties
such as Project Paradise.  Projects may be undertaken in Nevada, where
all but one of the Company's wholly owned operating properties are
currently located, or in other jurisdictions within the United States
or abroad where gaming has been legalized.  The Company s new
investments may be in properties wholly owned and operated by the
Company, or may be in properties developed, owned and/or operated
through joint ventures involving the Company and one or more other
parties.

    The Company believes that its financial resources are
adequate to permit it to successfully meet its commitments with
respect to its current expansion projects and joint venture
participations.  However, depending on the timing, size and nature of
the Company's commitments with respect thereto, future expansion
projects or joint venture participations may require the Company to
seek additional debt or equity funding.

    As with any major construction project, Project Paradise and
the Company s Tunica County, Mississippi expansion project involve
(and any other major construction project the Company may undertake
will involve) many risks, including potential shortages of materials
and labor, work stoppages, labor disputes, weather interference,
unforeseen engineering, environmental or geological problems and
unanticipated cost increases, any of which could give rise to delays
or cost overruns.  Construction, equipment or staffing problems or
difficulties in obtaining any of the requisite licenses, permits,
allocations or authorizations from regulatory authorities could
increase the cost or delay the construction or opening of the
facilities or otherwise affect their design and features.  It is
possible that the existing budget and construction plans for either
project may be changed for competitive or other reasons.  Accordingly,
there can be no assurance that either of the Company s current
construction projects will be completed within the time periods or
budgets which are currently contemplated.

Project Paradise

    In the Spring of 1997, the Company commenced construction of
Project Paradise, a 42-story, hotel-casino resort which will have
approximately 3,800 rooms.  The resort, which is expected to be
completed in late 1998 or early 1999, will resemble a fictional
tropical island and feature as its centerpiece a 10-acre tropical
environment that will contain, among other attractions, a surfing
beach with six-foot waves and a swim-up shark exhibit.  Inside,
Project Paradise will offer waterfalls, terraced gardens, mythical
statuary and open-air restaurants set amid beautifully crafted
environments, including a swan island.  The development will also
eventually be complimented by a 400-room Four Seasons Hotel that will
be connected to the Paradise complex, providing Las Vegas visitors
with a luxury hospitality experience.  This hotel, which will be owned
by the Company and managed by Four Seasons Regent Hotels and Resorts,
represents the first step pursuant to the Company s cooperative effort
with Four Seasons to identify strategic opportunities for development
of hotel and casino properties worldwide.  The cost of Project
Paradise is currently estimated at approximately $800 million,
excluding the land and the Four Seasons Hotel.

    Project Paradise is the latest phase of the Company s
development of over 230 acres of land it owns at the south end of the
Las Vegas Strip which runs from Tropicana Avenue south approximately
one mile to Russell Road.  Situated immediately to the south of Luxor
at approximately the mid-point of the Masterplan Mile, Project
Paradise will eventually be connected by an internal road and transit
system with Luxor and Excalibur as well as any other resorts the
Company may develop along its Masterplan Mile.

Tunica Expansion Project

    The Company has commenced construction of a hotel tower at
Circus Circus-Tunica which will have 1,200 hotel rooms.  The Company
will also remodel and retheme the existing facilities into a more
elegant resort which will be operated under the name Gold Strike
Casino Resort.  The estimated cost of the hotel tower and the other
improvements, which are expected to be completed in December 1997, is
$125 million.

Mississippi Gulf Coast

    The Company has announced that it plans to develop a hotel-
casino resort on the Mississippi Gulf Coast at the north end of the
Bay of St. Louis, near the DeLisle exit on Interstate 10, provided it
receives all of the requisite approvals.  As planned, the resort will
feature 1,500 hotel rooms, and has an estimated cost of $225 million. 
As presently contemplated, the Company will own 90% of the resort,
with a partner contributing the land in exchange for the remaining 10%
interest. 


Atlantic City

    The Company has entered into an agreement with Mirage to
participate in the development of a 150-acre site located in the
Marina District of Atlantic City (the  Marina District Site ).  The
agreement provides for the Company to obtain from Mirage a sufficient
portion of the Marina District Site for the development of a
destination resort and casino with approximately 2,000 hotel rooms. 
Mirage and the City of Atlantic City have entered into a redevelopment
agreement (the  Redevelopment Agreement ) providing for the City to
convey the Marina District Site to Mirage in exchange for Mirage s
agreeing to develop a casino-based destination resort on the site and
undertaking certain other obligations, including remediation of
environmental contamination and the relocation of City-owned
facilities currently located on the site.  Closing under the
Redevelopment Agreement requires the satisfaction of a number of
conditions, including the receipt by Mirage of all requisite licenses,
permits, allocations and authorizations, resolution of real estate
title issues and the satisfactory conclusion of arrangements among
Mirage, the New Jersey Department of Transportation and South Jersey
Transportation Authority with respect to the construction and joint
funding of certain major road improvements to improve access to the
Marina District Site.  Selection of a contractor to design and build
the road improvements will be determined by public bidding, and
construction of the improvements will not proceed unless one or more
bids within the available budget are submitted.  Accordingly, there
can be no assurance as to whether or when Mirage will proceed with a
project on the Marina District Site.  The Company s participation in
the development of a portion of the Marina District Site is dependent
on Mirage s proceeding with development of the site.  If Mirage
proceeds with such development, it will act as master-developer for
the entire Marina District Site, but the Company will acquire and own
the portion of the site on which its resort will be constructed.  The
Company s resort will be in an architectural format that conforms to a
 masterplan  and will be connected to Mirage s resort as well as to a
joint venture resort to be developed on a portion of the Marina
District Site by Boyd Gaming Corporation and Mirage.  The Company s
ability to proceed with its development of a resort on the Marina
District Site is subject, in addition to Mirage s proceeding with
development of the site, to the Company s obtaining the requisite
gaming and other approvals and licenses in New Jersey, as well as the
approval of the gaming authorities of various other jurisdictions. 
While neither the exact extent of a potential development nor a
starting date for construction can be determined at this time, the
Company is currently contemplating an investment of $600-$700 million
to construct this hotel-casino megaresort.

Competition

    Recognizing that middle class vacationers enjoy gaming, but
also vacation with their families, the Company seeks to appeal to this
value-oriented market and satisfy the group's diverse entertainment
demands by offering exciting entertainment opportunities at reasonable
prices.  The Company seeks to achieve this objective by offering
gaming combined with dramatic entertainment concepts and reasonably
priced rooms, reasonably priced food and beverage and prompt,
courteous service at its entertainment "megastores", such as the
Circus properties in Las Vegas and Reno, Luxor and Excalibur in Las
Vegas and the Colorado Belle and Edgewater in Laughlin.

    The Company's largest concentration of properties is in Las
Vegas where, as of January 31, 1997, the Company was the largest
hotel-casino operator in terms of total square footage of casino space
and number of hotel rooms.  The Company s Las Vegas casino and hotel
operations, which are conducted from facilities located along the
Las Vegas Strip, currently compete with approximately 28 major hotel-
casinos and a number of smaller casinos located on or near the
Las Vegas Strip.   Such operations also compete with casinos located
in downtown Las Vegas, approximately 11 of which offer hotel, food and
beverage and entertainment facilities, and several major hotel-casinos
located elsewhere in the Las Vegas area.  The Company's Las Vegas
properties also compete, to a lesser extent, with casino and hotel
facilities in other parts of Nevada, including Laughlin, Reno and
along I-15 (the principal means of access to Las Vegas from southern
California by car) near the California-Nevada state line.

    The casino and hotel capacity continues to increase in the
Las Vegas market.  During the fiscal year ended January 31, 1997, two
major hotel-casinos, including the 3,002-room Monte Carlo in which the
Company owns a 50% interest, opened near the south end of the Las
Vegas Strip which, together with a third opening at the north end of
the Strip and the completion of a number of expansion projects,
including the new 1,000-room tower at Circus Circus-Las Vegas and the
1,950-room expansion at Luxor, contributed to a net increase in the
number of hotel rooms in the Las Vegas market in fiscal 1997 of
approximately 11,000, representing an increase of approximately 12%
over the period.  The development in Las Vegas in recent years has
shifted the focus of the Strip toward its south end, where the
Company s two newest Las Vegas properties, Luxor and Excalibur, and
the Las Vegas Joint Venture s new property, Monte Carlo, are situated
and where the Company is currently developing Project Paradise. 
Operating income for the year ended January 31, 1997 declined at
Circus Circus-Las Vegas, the Company s other large Las Vegas property
located at the north end of the Strip, compared with the property s
results for the prior fiscal year.  Due to significant disruption at
Circus Circus-Las Vegas during most of fiscal 1997 caused by the
construction, it is difficult to determine the impact, if any, on
operations at Circus Circus-Las Vegas of the growth of casino and
hotel capacity in Las Vegas or the shift in development toward the
south end of the Strip.

    Las Vegas room and casino capacity is expected to continue
to increase significantly during the next several years as a result of
the opening of several new hotel-casinos, including Project Paradise,
and the completion of a number of announced expansion projects at
existing properties.  While the impact on the Company of the
completion and opening of additional hotel and casino capacity
currently under construction in Las Vegas, including Project Paradise,
cannot be determined at this time, management believes that the
Company's Las Vegas operations, on a consolidated basis, have
generally benefited from the past growth of hotel and casino capacity
in the Las Vegas market when the Company has been a significant
contributor to the new capacity, as it will be with respect to the
added capacity that will result from the projects currently under
construction.

    Excalibur and Luxor, each historically has benefited from
walk-in business attributable to the registered guests and casino
customers at the other property.  During the year ended January 31,
1997, an additional 1,950 rooms were added at Luxor and in March 1997
a new climate-controlled skyway connecting Luxor and Excalibur was
placed in service, which should increase the flow of walk-in business
each property derives from the registered guest and casino customers
of the other property.

    Circus Circus-Reno competes with approximately 13 major
casinos (the majority of which offer hotel rooms), including Silver
Legacy, a 1,711-room hotel-casino complex which opened in July 1995
and is 50% owned by a wholly owned subsidiary of the Company.  Circus
Circus-Reno and Silver Legacy also compete with numerous other smaller
casinos in the greater Reno area and, to a lesser extent, with casino
and hotel facilities in Lake Tahoe and other parts of Nevada.  Silver
Legacy, situated between Circus Circus-Reno and the Eldorado, is
connected to each of such properties at the mezzanine level by
enclosed climate-controlled skyways above the streets between the
respective properties, thus facilitating the flow of customers within
the three properties.  Since the opening of Silver Legacy, results at
Circus Circus-Reno have been affected as guests staying at Circus
Circus-Reno have chosen to visit Silver Legacy during their stay.

    In Laughlin, the Colorado Belle and the Edgewater, which
together accounted for approximately 24% of the rooms in Laughlin as
of January 31, 1997, compete with eight other Laughlin casinos.  They
also compete with the hotel-casinos in Las Vegas and those situated on
I-15 (the principal highway between Las Vegas and Los Angeles) near
the California-Nevada state line, as well as a growing number of
casinos on Indian reservations in Laughlin's regional market.  While
the Colorado Belle and the Edgewater also compete with each other,
both properties have maintained occupancy levels of above 85% at their
hotels and, because the two properties are situated on adjoining
sites, the Company believes that each property benefits from walk-in
business attributable to the registered guests and casino customers at
the other property.  The Company believes the expansion of hotel and
casino capacity in Las Vegas over the last several years has had a
negative impact on Laughlin area properties, including the Colorado
Belle and the Edgewater, by drawing visitors from the Laughlin market,
which has resulted in increased competition among Laughlin properties
for a reduced number of visitors thus contributing to generally lower
revenues and profit margins at Laughlin properties, including the
Colorado Belle and the Edgewater.

    The Company s Jean, Nevada properties, Gold Strike and
Nevada Landing, are located on I-15, the primary thoroughfare between
Las Vegas and southern California, approximately 25 miles south of
Las Vegas and 12 miles north of the California-Nevada border, and are
dependent for their customers almost entirely on the large number of
people traveling between Las Vegas and southern California.  As such,
these properties compete with the large concentration of hotel, casino
and other entertainment options available in Las Vegas as well as
three hotel-casinos clustered at the California-Nevada border which,
according to published reports, offer over 2,000 rooms and over
100,000 square feet of casino space as well as restaurants and
entertainment facilities.

    The Company believes that it receives the major portion of
its Las Vegas business from southern California and to a lesser degree
from the remainder of the southwestern United States.  The major
portion of its Reno business is derived from northern California and
to a lesser degree from the northwestern United States.  Laughlin's
business is derived principally from Arizona and southern California.

    Circus Circus-Tunica competes with eight other casinos in
Tunica County, including Grand Casinos  new hotel-casino which opened
in June 1996 at Buck Lake, directly north of Tunica, and which is
larger in capacity and situated closer to Memphis than any of the
other facilities currently in operation in Tunica County.  In response
to the increased competition in the Tunica market, Circus Circus-
Tunica, which currently has no hotel, is being expanded by the
addition of a 1,200-room hotel tower.  The existing facilities are
also being completely rethemed into a more elegant resort under the
name Gold Strike Casino Resort.  The completion of the hotel tower
will give the Gold Strike Casino Resort the largest room base in the
Tunica market.

    There is no limit on the number of licenses that may be
granted within Mississippi or within any county in Mississippi.  The
Company believes that Circus Circus-Tunica's principal market is the
area within 100 miles of Tunica County.  This area includes Memphis,
Tennessee, Little Rock, Arkansas and northern Mississippi.  Tunica
County is currently the closest legalized gaming jurisdiction to
Memphis.  Because Circus Circus-Tunica is heavily dependent upon the
patronage of Memphis residents and upon tourists and other out-of-
state gaming customers coming to Tunica from Memphis, the opening of
gaming casinos at locations closer to Memphis can have a material
adverse effect on Circus Circus-Tunica's operations.  In this regard,
management believes the opening of the Grand Casino property at Buck
Lake, approximately one mile north of Circus Circus-Tunica, was a
significant contributor to the decrease in operating results at Circus
Circus-Tunica during the prior fiscal year.  De Soto County, the
northwestern most Mississippi county and the nearest to Memphis, by
local referendum in November 1996, voted (as it had in November 1992)
against authorizing gaming activities in the county, but could at any
time after October 2000 again vote on the question of allowing gaming
activities in the county.  In addition, the authorization of gaming
activities in Arkansas or Tennessee (which currently has a
constitutional restriction on gaming activities) could have a material
adverse effect on the Company's Tunica County operations.

    Gaming has expanded dramatically in the United States in
recent years.  This growth has been reflected in various forms
including riverboats, dockside gaming facilities, Native American
gaming ventures, land-based casinos, state-sponsored lotteries, off-
track wagering and card parlors.  Since 1990, when there were casinos
in only three states (excluding casinos on Native American lands),
gaming has spread to a number of additional states and still other
states are currently considering the legalization of casino gaming in
specific geographic areas within their jurisdictions.  Casino gaming
is currently conducted by numerous Native American tribes throughout
the United States and other Native American tribes are either in the
process of establishing or are considering the establishment of gaming
at additional locations, including sites in California and Arizona. 
Other than the aforementioned impact on its Laughlin operations of
native American gaming in Laughlin's regional gaming market, the
Company does not believe that gaming, as presently conducted in other
states, has had a material adverse impact on operations at the
properties where it currently conducts its gaming operations.  The
competitive impact on Nevada gaming establishments, in general, and
the Company's operations, in particular, from the continued growth of
gaming in jurisdictions outside of Nevada cannot be determined at this
time.  The Company believes that the expansion of casino gaming in
areas close to Nevada, such as California and Arizona, could have an
adverse impact on the Company's operations and, depending on the
nature, location and extent of such operations, such impact could be
material.

Regulation and Licensing

    Nevada

    The ownership and operation of casino gaming facilities in
Nevada are subject to: (i) the Nevada Gaming Control Act and the
regulations promulgated thereunder (collectively, the "Nevada Act");
and (ii) various local ordinances and regulations.  The Company's
gaming operations are subject to the licensing and regulatory control
of the Nevada Gaming Commission (the "Nevada Commission"), the Nevada
State Gaming Control Board (the "Nevada Board"), and various local
licensing and regulatory authorities, including the Clark County
Liquor and Gaming Licensing Board, the City of Reno and the City of
Henderson (collectively, the "Local Authorities").  The Nevada
Commission, the Nevada Board and the Local Authorities are
collectively referred to as the "Nevada Gaming Authorities".

    The laws, regulations and supervisory procedures of the
Nevada Gaming Authorities are based upon declarations of public policy
which are concerned with, among other things: (i) the prevention of
unsavory or unsuitable persons from having a direct or indirect
involvement with gaming at any time or in any capacity; (ii) the
establishment and maintenance of responsible accounting practices and
procedures; (iii) the maintenance of effective controls over the
financial practices of licensees, including the establishment of
minimum procedures for internal fiscal affairs and the safeguarding of
assets and revenues, providing reliable record keeping and requiring
the filing of periodic reports with the Nevada Gaming Authorities;
(iv) the prevention of cheating and fraudulent practices; and (v)
providing a source of state and local revenues through taxation and
licensing fees.  Changes in such laws, regulations and procedures
could have an adverse effect on the Company's gaming operations.

    The Company's direct and indirect subsidiaries that conduct
gaming operations or have an ownership interest in an entity that
conducts gaming operations are required to be licensed by the Nevada
Gaming Authorities.  The Company is registered by the Nevada
Commission as a publicly traded corporation (a "Registered
Corporation") and has been found suitable to own the stock of Circus
Circus Casinos, Inc., Slots-A-Fun, Inc., Edgewater Hotel Corporation,
Colorado Belle Corp., New Castle Corp. and Ramparts, Inc., each of
which is a corporate gaming licensee under the terms of the Nevada Act
( individually, a "Corporate Licensee" and collectively with the
additional corporate subsidiaries referenced hereinbelow, the
"Corporate Licensees") that has been licensed to conduct nonrestricted
gaming operations at its respective gaming establishment.  The Company
has also been found suitable to own the stock of M.S.E. Investments,
Incorporated ("M.S.E."), Last Chance Investments, Inc. ("LCI"),
Goldstrike Investments, Inc. ("GII"), Diamond Gold, Inc. ("DGI"),
Oasis Development Company, Inc. ("Oasis") and Galleon, Inc.
("Galleon"), each of which is a Corporate Licensee that has been
licensed as a general partner of one or more Nevada general
partnerships that have been licensed to conduct nonrestricted or
restricted gaming operations at their respective gaming
establishments.  M.S.E., LCI and GII are each licensed as general
partners of Railroad Pass Investment Group, a Nevada general
partnership ("Railroad Pass"), Jean Development Company, a Nevada 
general partnership ("Jean Development"), Jean Development West, a
Nevada general partnership ("Jean West"), Gold Strike Fuel Company, a
Nevada general partnership ("GSFC") and Jean Fuel Company West, a
Nevada general partnership ("Jean Fuel") and Gold Strike L.V., a
Nevada general partnership ("GSLV"); DGI is licensed as a general
partner of GSLV and Jean West; Oasis is licensed as a general partner
of GSFC and Jean Fuel; and Galleon is licensed as a 50% general
partner of Circus and Eldorado Joint Venture, a Nevada general
partnership ("CEJV") which operates the Silver Legacy and GSLV is
licensed as a 50% general partner of Victoria Partners, a Nevada
general partnership ("Victoria Partners") which operates Monte Carlo
(all such general partnerships individually, a "Partnership Licensee"
and collectively, the "Partnership Licensees").  Railroad Pass, Jean
Development, Jean West, CEJV and Victoria Partners have each been
licensed to conduct nonrestricted gaming operations at their
respective gaming establishments and Jean Fuel and GSFC have each been
licensed to conduct restricted gaming operations consisting of 15 or
fewer slot machines at their respective gaming establishments. 

    The gaming licenses held by the Corporate Licensees and the
Partnership Licensees (each individually, a "Gaming Subsidiary" and
collectively, the "Gaming Subsidiaries") to conduct nonrestricted
gaming operations require the payment of periodic fees and taxes and
are not transferable.  As a Registered Corporation, the Company is
required periodically to submit detailed financial and operating
reports to the Nevada Commission and furnish any other information
which the Nevada Commission may require.  No person may become a
stockholder or partner of, or receive any percentage of profits from
the Gaming Subsidiaries without first obtaining licenses and approvals
from the Nevada Gaming Authorities.  The Company and the Gaming
Subsidiaries have obtained from the Nevada Gaming Authorities the
various registrations, approvals, findings of suitability permits and
licenses required in order to engage in gaming activities in Nevada.

    The Nevada Gaming Authorities may investigate any individual
who has a material relationship to, or material involvement with, the
Company or the Gaming Subsidiaries in order to determine whether such
individual is suitable or should be licensed as a business associate
of a gaming licensee.  Officers, directors and certain key employees
of the Gaming Subsidiaries must file applications with the Nevada
Gaming Authorities and may be required to be licensed or found
suitable by the Nevada Gaming Authorities.  Officers, directors and
key employees of the Company who are actively and directly involved in
gaming activities of the Gaming Subsidiaries may be required to be
licensed or found suitable by the Nevada Gaming Authorities.  The
Nevada Gaming Authorities may deny an application for licensing for
any cause which they deem reasonable.  A finding of suitability is
comparable to licensing, and both require submission of detailed
personal and financial information followed by a thorough
investigation.  The applicant for licensing or a finding of
suitability must pay all the costs of the investigation.  Changes in
licensed positions must be reported to the Nevada Gaming Authorities
and in addition to their authority to deny an application for a
finding of suitability or licensure, the Nevada Gaming Authorities
have jurisdiction to disapprove a change in a corporate position.

    If the Nevada Gaming Authorities were to find an officer,
director or key employee unsuitable for licensing or unsuitable to
continue having a relationship with the Company or a Gaming
Subsidiary, the companies involved would have to sever all
relationships with such person.  In addition, the Nevada Commission
may require the Company and the Gaming Subsidiaries to terminate the
employment of any person who refuses to file appropriate applications. 
Determinations of suitability or of questions pertaining to licensing
are not subject to judicial review in Nevada.

    The Company and the Gaming Subsidiaries are required to
submit detailed financial and operating reports to the Nevada
Commission.  Substantially all material loans, leases, sales of
securities and similar financing transactions by the Gaming
Subsidiaries must be reported to or approved by the Nevada Commission.

    If it were determined that the Nevada Act was violated by a
Gaming Subsidiary, the gaming licenses it holds could be limited,
conditioned, suspended or revoked, subject to compliance with certain
statutory and regulatory procedures.  In addition, the Gaming
Subsidiaries, the Company and the persons involved could be subject to
substantial fines for each separate violation of the Nevada Act at the
discretion of the Nevada Commission.  Further, a supervisor could be
appointed by the Nevada Commission to operate the Company's gaming
properties and, under certain circumstances, earnings generated during
the supervisor's appointment (except for reasonable rental value of
the casino) could be forfeited to the State of Nevada.  Limitation,
conditioning or suspension of any gaming license or the appointment of
a supervisor could (and revocation of any gaming license would)
materially adversely affect the Company's gaming operations.

    Any beneficial holder of the Company's voting securities,
regardless of the number of shares owned, may be required to file an
application, be investigated, and have his suitability as a beneficial
holder of the Company's voting securities determined if the Nevada
Commission has reason to believe that such ownership would otherwise
be inconsistent with the declared policies of the state of Nevada. 
The applicant must pay all costs of investigation incurred by the
Nevada Gaming Authorities in conducting any such investigation.

    The Nevada Act requires any person who acquires more than
five percent of a Registered Corporation's voting securities to report
the acquisition to the Nevada Commission.  The Nevada Act requires
that beneficial owners of more than 10% of a Registered Corporation's
voting securities apply to the Nevada Commission for a finding of
suitability within thirty days after the Chairman of the Nevada Board
mails the written notice requiring such filing.  Under certain
circumstances, an "institutional investor", as defined in the Nevada
Act, which acquires more than 10%, but not more than 15%, of the
Registered Corporation's voting securities may apply to the Nevada
Commission for a waiver of such finding of suitability if such
institutional investor holds the voting securities for investment
purposes only.  An institutional investor shall not be deemed to hold
voting securities for investment purposes unless the voting securities
were acquired and are held in the ordinary course of business as an
institutional investor and not for the purpose of causing, directly or
indirectly, the election of a majority of the members of the board of
directors of the Company, any change in the Company's corporate
charter, bylaws, management, policies or operations of the Registered
Corporation, or any of its gaming affiliates, or any other action
which the Nevada Commission finds to be inconsistent with holding the
Registered Corporation's voting securities for investment purposes
only.  Activities which are not deemed to be inconsistent with holding
voting securities for investment purposes only include: (i) voting on
all matters voted on by stockholders; (ii) making financial and other
inquiries of management of the type normally made by securities
analysts for informational purposes and not to cause a change in its
management, policies or operations; and (iii) such other activities as
the Nevada Commission may determine to be consistent with such
investment intent.  If the beneficial holder of voting securities who
must be found suitable is a corporation, partnership or trust, it must
submit detailed business and financial information including a list of
beneficial owners.  The applicant is required to pay all costs of
investigation.

    Any person who fails or refuses to apply for a finding of
suitability or a license within 30 days after being ordered to do so
by the Nevada Commission or the Chairman of the Nevada Board, may be
found unsuitable.  The same restrictions apply to a record owner if
the record owner, after request, fails to identify the beneficial
owner.  Any stockholder found unsuitable and who holds, directly or
indirectly, any beneficial ownership of the Company's voting
securities beyond such period of time as may be prescribed by the
Nevada Commission may be guilty of a criminal offense.  The Company is
subject to disciplinary action if, after it receives notice that a
person is unsuitable to be a stockholder or to have any other
relationship with the Company or the Gaming Subsidiaries, the Company:
(i) pays that person any dividend or interest upon voting securities
of the Company; (ii) allows that person to exercise, directly or
indirectly, any voting right conferred through securities held by that
person; (iii) pays remuneration in any form to that person for
services rendered or otherwise; or (iv) fails to pursue all lawful
efforts to require such unsuitable person to relinquish his voting
securities including, if necessary, the immediate purchase of said
voting securities for cash at fair market value.  Additionally, the
Clark County Liquor and Gaming Licensing Board has the authority to
approve all persons owning or controlling the stock of any corporation
controlling a gaming licensee.

    The Nevada Commission may, in its discretion, require the
holder of any debt security of a Registered Corporation to file
applications, be investigated and be found suitable to own the debt
security of a Registered Corporation if the Nevada Commission has
reason to believe that such holder's acquisition of such debt security
would otherwise be inconsistent with the declared policy of the State
of Nevada.  If the Nevada Commission determines that a person is
unsuitable to own such security, then pursuant to the Nevada Act, the
Registered Corporation can be sanctioned, including the loss of its
approvals, if without the prior approval of the Nevada Commission, it:
(i) pays to the unsuitable person any dividend, interest, or any
distribution whatsoever; (ii) recognizes any voting right by such
unsuitable person in connection with such securities; (iii) pays the
unsuitable person remuneration in any form; or (iv) makes any payment
to the unsuitable person by way of principal, redemption, conversion,
exchange, liquidation or similar transaction.

    The Company is required to maintain a current stock ledger
in Nevada which may be examined by the Nevada Gaming Authorities at
any time.  If any securities are held in trust by an agent or by a
nominee, the record holder may be required to disclose the identity of
the beneficial owner to the Nevada Gaming Authorities.  A failure to
make such disclosure may be grounds for finding the record holder
unsuitable.  The Company is also required to render maximum assistance
in determining the identity of the beneficial owner.  The Nevada
Commission has the power to require the Company's stock certificates
to bear a legend indicating that the securities are subject to the
Nevada Act. However, to date, the Nevada Commission has not imposed
such a requirement on the Company.

    The Company may not make a public offering of its securities
without the prior approval of the Nevada Commission if the securities
or proceeds therefrom are intended to be used to construct, acquire or
finance gaming facilities in Nevada, or to retire or extend
obligations incurred for such purposes.  On June 19, 1996, the Nevada
Commission granted the Company prior approval to make public offerings
for a period of one year, subject to certain conditions (the "Shelf
Approval").  The Shelf Approval also applies to any affiliated company
wholly owned  by the Company (an "Affiliate") which is a publicly
traded corporation or would thereby become a publicly traded
corporation pursuant to a public offering.  The Shelf Approval also
includes approval for the Corporate Licensees to guarantee any
security issued by, or to hypothecate their assets to secure the
payment or performance of any obligations issued by, the Company or an
Affiliate in a public offering under the Shelf Registration.  However,
the Shelf Approval may be rescinded for good cause without prior
notice upon the issuance of an interlocutory stop order by the
Chairman of the Nevada Board and must be renewed annually.  The Shelf
Approval does not constitute a finding, recommendation or approval by
the Nevada Commission or the Nevada Board as to the accuracy or
adequacy of the prospectus or the investment merits of the securities
offered.  Any representation to the contrary is unlawful.

    Changes in control of the Company through merger,
consolidation, stock or asset acquisitions, management or consulting
agreements, or any act or conduct by a person whereby he obtains
control, may not occur without the prior approval of the Nevada
Commission.  Entities seeking to acquire control of a Registered
Corporation must satisfy the Nevada Board and Nevada Commission in a
variety of stringent standards prior to assuming control of such
Registered Corporation.  The Nevada Commission may also require
controlling stockholders, officers, directors and other persons having
a material relationship or involvement with the entity proposing to
acquire control, to be investigated and licensed as part of the
approval process relating to the transaction.

    The Nevada legislature has declared that some corporate
acquisitions opposed by management, repurchases of voting securities
and corporate defense tactics affecting Nevada gaming corporate
licensees, and Registered Corporations that are affiliated with those
operations, may be injurious to stable and productive corporate
gaming.  The Nevada Commission has established a regulatory scheme to
ameliorate the potentially adverse effects of these business practices
upon Nevada's gaming industry and to further Nevada's policy to: (i)
assure the financial stability of corporate gaming operators and their
affiliates; (ii) preserve the beneficial aspects of conducting
business in the corporate form; and (iii) promote a neutral
environment for the orderly governance of corporate affairs. Approvals
are, in certain circumstances, required from the Nevada Commission
before the Company can make exceptional repurchases of voting
securities above the current market price thereof and before a
corporate acquisition opposed by management can be consummated.  The
Nevada Act also requires prior approval of a plan of recapitalization
proposed by the Company's Board of Directors in response to a tender
offer made directly to the Registered Corporation's stockholders for
the purposes of acquiring control of the Registered Corporation.

    License fees and taxes, computed in various ways depending
on the type of gaming or activity involved, are payable to the State
of Nevada and to the counties and cities in which the Gaming
Subsidiaries' respective operations are conducted. Depending upon the
particular fee or tax involved, these fees and taxes are payable
either monthly, quarterly or annually and are based upon either: (i) a
percentage of the gross revenues received; (ii) the number of gaming
devices operated; or (iii) the number of gaming tables operated.  A
casino entertainment tax is also paid by nonrestricted casino
operations where entertainment is furnished in connection with the
selling of food or refreshments and merchandise. Nevada licensees that
hold a license as an operator of a slot route, or a manufacturer's or
distributor's license, also pay certain fees and taxes to the State of
Nevada.

    Any person who is licensed, required to be licensed,
registered, required to be registered, or is under common control with
such persons (collectively, the "Licensees"), and who proposes to
become involved in a gaming venture outside of Nevada, is required to
deposit with the Nevada Board, and thereafter maintain, a revolving
fund in the amount of $10,000 to pay the expenses of investigation by
the Nevada Board of their participation in such foreign gaming.  The
revolving fund is subject to increase or decrease in the discretion of
the Nevada Commission.  Thereafter, Licensees are required to comply
with certain reporting requirements imposed by the Nevada Act. 
Licensees are also subject to disciplinary action by the Nevada
Commission if they knowingly violate any laws of the foreign
jurisdiction pertaining to the foreign gaming operation, fail to
conduct the foreign gaming operation in accordance with the standards
of honesty and integrity required of Nevada gaming operations, engage
in activities that are harmful to the state of Nevada or its ability
to collect gaming taxes and fees, or employ a person in the foreign
operation who has been denied a license or finding of suitability in
Nevada on the ground of personal unsuitability.

    The sale of alcoholic beverages at the gaming establishments
operated by the Gaming Subsidiaries is subject to licensing, control
and regulation by the applicable Local Authorities.  All licenses are
revocable and are not transferable.  The Local Authorities involved
have full power to limit, condition, suspend or revoke any such
license, and any such disciplinary action could (and revocation would)
have a material adverse affect upon the operations of the licensed
gaming establishments.

    Mississippi

    The Company conducts its Mississippi gaming operations
through a Mississippi subsidiary, Circus Circus Mississippi, Inc.
("CCMI").  The ownership and operation of casino gaming facilities in
Mississippi are subject to extensive state and local regulation.  In
order to open and operate Circus Circus-Tunica, the Company was
required to register under the Mississippi Gaming Control Act (the
"Mississippi Act") and its Mississippi gaming operations are subject
to the licensing and regulatory control of the Mississippi Gaming
Commission (the "Mississippi Commission") and various local and county
regulatory agencies.  Effective October 29, 1991, the Mississippi
Commission adopted regulations in furtherance of the Mississippi Act
(the "regulations").  Changes in the Mississippi Act, the regulations
and/or interpretations of the Mississippi Act and the regulations by
the Mississippi Commission could have a material adverse effect on
gaming operations conducted by the Company in Mississippi.

    The Company is required to submit detailed financial,
operating and other reports to the Mississippi Commission. 
Substantially all loans, leases, sales of securities and similar
financing transactions entered into by CCMI must be reported to or
approved by the Mississippi Commission.  CCMI also is required to
periodically submit detailed financial and operating reports to the
Mississippi Commission and the Mississippi State Tax Commission and to
furnish any other information required thereby.

    Each of the directors, officers and key employees of the
Company who are actively and directly engaged in the administration or
supervision of gaming in Mississippi, or who have any other
significant direct or indirect involvement with the gaming activities
of the Company in Mississippi, must be found suitable therefor, and
may be required to be licensed, by the Mississippi Commission.  The
finding of suitability is comparable to licensing, and both require
submission of detailed personal financial information followed by a
thorough investigation.  In addition, any individual who is found to
have a material relationship to, or material involvement with, the
Company may be required to be investigated in order to be found
suitable or to be licensed as a business associate of the Company. 
Key employees, controlling persons or others who exercise significant
influence upon the management or affairs of the Company may also be
deemed to have such a relationship or involvement.  There can be no
assurance that a person who is subject to a finding of suitability
will be found suitable by the Mississippi Commission.  An application
for licensing may be denied for any cause deemed reasonable by the
Mississippi Commission.  Changes in licensed positions must be
reported to the Mississippi Commission.  In addition to its authority
to deny an application for a license, the Mississippi Commission has
jurisdiction to disapprove a change in corporate position.  If the
Mississippi Commission were to find a director, officer or key
employee unsuitable for licensing or unsuitable to continue having a
relationship with the Company, the Company would have to suspend,
dismiss and sever all relationships with such person in order to
continue to have any involvement in gaming in Mississippi.  The
Company would have similar obligations with regard to any person who
should refuse to file appropriate applications.  Each gaming employee
at a Mississippi gaming facility must obtain from the Mississippi
Commission a work permit which may be revoked upon the occurrence of
certain specified events.

    Mississippi statutes and regulations give the Mississippi
Commission the discretion to require a suitability finding with
respect to anyone who acquires any security of the Company, regardless
of the percentage of ownership.  The current policy of the Mississippi
Commission is to require anyone acquiring five percent or more of any
voting securities of a public or private company to be found suitable. 
If the owner of voting securities who is required to be found suitable
is a corporation, partnership or trust, it must submit detailed
business and financial information including a list of beneficial
owners.  The applicant is required to pay all costs of investigation
which the Company may reimburse.  The Mississippi Commission has
selected those persons it feels were required to be investigated and
found suitable and has made the findings of suitability.  However,
other persons, for the reasons set forth above, may be required to be
found suitable.

    Any owner of voting securities found unsuitable and who
holds, directly or indirectly, any beneficial ownership of equity
interests in the Company beyond such period of time as may be
prescribed by the Mississippi Commission may be guilty of a
misdemeanor.  Any person who fails or refuses to apply for a finding
of suitability or a license within 30 days after being ordered to do
so by the Mississippi Commission may be found unsuitable.  The Company
will be subject to disciplinary action if, after it receives notice
that a person is unsuitable to be an owner of or to have any other
relationship with it, the Company: (i) pays the unsuitable person any
dividends or interest upon any securities of the gaming subsidiary or
any payments or distribution of any kind whatsoever; (ii) recognizes
the exercise, directly or indirectly, of any voting rights in its
securities by the unsuitable person; or (iii) pays the unsuitable
person any remuneration in any form for services rendered or
otherwise, except in certain limited and specific circumstances.  In
addition, if the Mississippi Commission finds any owner of voting
securities unsuitable, such owner must immediately surrender all
securities to the Company, and the Company must refund any money or
other thing of value that may have been invested in the Company or
made use of by the Company.

    The Company is required to maintain current equity ownership
ledgers in the State of Mississippi which may be examined by the
Mississippi Commission at any time.  The Company obtained a waiver of
this ledger requirement from the Mississippi Commission at its
licensing hearing, however, the waiver may be revoked, modified or
suspended at any time by the Mississippi Commission in its discretion. 
If any securities are held in trust by an agent or by a nominee, the
record holder may be required to disclose the identity of the
beneficial owner to the Mississippi Commission.  A failure to make
such disclosure may be grounds for finding the record holder
unsuitable.  The Company also is required to render maximum assistance
in determining the identity of such a beneficial owner.

    The Mississippi Act requires that certificates representing
equity securities of the Company bear a legend to the general effect
that the securities are subject to the Mississippi Act and regulations
of the Mississippi Commission.  The Company obtained a waiver of this
legend requirement from the Mississippi Commission, however, this
waiver may be revoked, modified or suspended by the Mississippi
Commission in its discretion at any time.  The Mississippi Commission,
through the power to regulate licenses, has the power to impose
additional restrictions on the Company and on the holders of the
Company's securities at any time.

    The Company may not make a public offering of its securities
without the prior approval of the Mississippi Commission if the
securities or proceeds therefrom are intended to be used to construct,
acquire or finance gaming facilities in Mississippi, or to retire or
extend obligations incurred for such purposes.  On January 23, 1997,
the Mississippi Commission granted the Company prior approval to make
public offerings for a period of one year, subject to certain
conditions (the "Shelf Approval").  The Shelf Approval also applies to
any affiliated company wholly owned by the Company (an "Affiliate")
which is a publicly traded corporation or would thereby become a
publicly traded corporation pursuant to a public offering.  The Shelf
Approval also included approval for CCMI to guarantee any security
issued by, or to hypothecate their assets to secure the payment or
performance of any obligations issued by the Company or an affiliate
in a public offering under the Shelf Registration.  However, the Shelf
Approval may be rescinded for good cause without prior notice upon the
issuance of an interlocutory stop order by the Executive Director of
the Mississippi Commission and must be renewed annually.  The Shelf
Approval does not constitute a finding, recommendation or approval by
the Mississippi Commission as to the accuracy or adequacy of the
prospectus or the investment merits of the securities offered.  Any
representation to the contrary is unlawful.

    The regulations provide that a change in control of the
Company may not occur without the prior approval of the Mississippi
Commission.  Mississippi law prohibits the Company from making a
public offering of its securities without the approval of the
Mississippi Commission if any part of the proceeds of the offering is
to be used to finance the construction, acquisition or operation of
gaming facilities in Mississippi, or to retire or extend obligations
incurred for one or more of such purposes.

    As long as the Company is licensed to conduct gaming in
Mississippi, the Company may not engage in gaming activities in
Mississippi while also conducting gaming operations outside of
Mississippi without approval of the Mississippi Commission.  The
Company has been approved in the following jurisdictions; Nevada,
Indiana, Louisiana, Illinois and Ontario, Canada.

    The Company received its Mississippi gaming license on
August 18, 1994 and its renewal on July 18, 1996.  The gaming license
is not transferable and must be renewed every two years.  The
Mississippi Commission in 1994 enacted an infrastructure development
regulation which requires that a Mississippi casino invest 25% of its
casino costs in infrastructure facilities.  Infrastructure facilities
are defined in the regulation to include a hotel with at least 250
rooms, theme park, golf course and other similar facilities.  When
completed, the planned expansion will meet the infrastructure
requirements.  Each issuing agency may at any time dissolve, suspend,
condition, limit or restrict a license or approval to own equity
interests in the Company for any cause deemed reasonable by such
agency.  

    Substantial fines for each violation of gaming laws or
regulations may be levied against the Company in Mississippi.  A
violation under any gaming license held by the Company may be deemed a
violation of its Mississippi license.  Suspension or revocation of any
of the Company's gaming licenses or of the approval of the Company
would have a material adverse effect upon any business conducted by
the Company in Mississippi.

    License fees and taxes, computed in various ways depending
on the type of gaming involved, are payable to the State of
Mississippi and to the county and cities in which the Company conducts
operations in Mississippi.  Depending upon the particular fee or tax
involved, these fees and taxes are payable either weekly or annually
and are based upon: (i) the gross gaming revenues received by the
casino operation; (ii) the number of slot machines operated by the
casino; and (iii) the number of gaming tables operated by the casino. 
The legal age for gaming in Mississippi is 21.

    Illinois

    The Company is subject to the jurisdiction of the Illinois
gaming authorities as a result of its acquisition of The Grand
Victoria riverboat casino and gaming complex based in Elgin, Illinois.

    In 1990, the Riverboat Gambling Act (the "Illinois Act") was
enacted by the State of Illinois.  The Illinois Act authorizes the
five-member Illinois Gaming Board (the "Illinois Board") to issue up
to ten owners licenses on navigable streams within or forming a
boundary of the State of Illinois except for Lake Michigan and any
waterway in Cook County, which includes Chicago. The Illinois Act
strictly regulates the facilities, persons, associations and practices
related to gaming operations pursuant to the police powers of the
State of Illinois, including comprehensive law enforcement
supervision.  The Illinois Act grants the Illinois Board specific
powers and duties, and all other powers necessary and proper to fully
and effectively execute the Illinois Act for the purpose of
administering, regulating and enforcing the system of riverboat
gaming.  The Illinois Board's jurisdiction extends to every person,
association, corporation, partnership and trust involved in riverboat
gaming operations in the State of Illinois.

    The Illinois Act requires the owner of a riverboat gaming
operation to hold an owner's license issued by the Illinois Board. 
Each owner's license permits the holder to own up to two riverboats,
however, gaming participants are limited to 1,200 for any owner's
license.  A licensed owner who holds greater than 10% interest on one
riverboat operation, may hold up to 10% of a second riverboat gaming
operation in Illinois.

    The Illinois Act restricts the granting of certain of the
ten owners' licenses by location.  Four are for operators docking at
sites on the Mississippi River, one is for an operator docking at a
site on the Illinois River south of Marshall County and one is for an
operator docking at a site on the Des Plaines River in Will County. 
The remaining four owner's licenses are not restricted as to location. 
In addition to the ten owner's licenses which may be authorized under
the Illinois Act, the Illinois Board may issue special event licenses
allowing persons who are not otherwise licensed to conduct riverboat
gaming to conduct such gaming on a specified date or series of dates.
Riverboat gaming under such a license may take place on a riverboat
not normally used for riverboat gaming.

    The gaming license issued to The Grand Victoria riverboat
casino in October 1994, will be valid for an initial period of three
years and must be renewed annually thereafter.  An owner's license is
eligible for renewal upon payment of the applicable fee and a
determination by the Illinois Board that the licensee continues to
meet all of the requirements of the Illinois Act and Illinois Board
rules.  An ownership interest in an owner's license, or in a business
entity other than a publicly held business entity which holds an
owner's license, may not be (i) transferred or (ii) pledged as
collateral without the approval of the Illinois Board.  The Illinois
Board also requires that employees of a gaming operator and vendors of
gaming supplies and equipment be licensed.

    The Illinois Act does not limit the maximum bet or per
patron loss.  Licensees, however, may set any maximum or minimum
limits on wagering under the Illinois Act.  No person under the age of
21 is permitted to wager.

    An admission tax is imposed on the owner of a riverboat
operation at a rate of $2 per person admitted.  Additionally, a
wagering tax is imposed on the adjusted gross receipts, as defined in
the Illinois Act, of a riverboat operation at the rate of 20%.  The
licensee is required to wire the wagering tax payment to the Illinois
Board daily.

    Under the Illinois Act, there is a four-hour maximum period
during which gaming may be conducted during a gaming excursion. Gaming
is deemed to commence when the first passenger boards a riverboat for
an excursion and may continue while other passengers are boarding for
a period not to exceed 30 minutes.  A gaming excursion is deemed to
have started upon the commencement of gaming.  Gaming may continue for
a period not to exceed 30 minutes after the gangplank or its
equivalent is lowered.  During this 30-minute period of egress, new
passengers may not board a riverboat.  Special event extended cruises
may be authorized by the Illinois Board.

    If a riverboat captain reasonably determines that either it
is unsafe to transport passengers on the waterway due to inclement
weather or the riverboat has been rendered temporarily inoperable by
unforeseeable mechanical or structural difficulties or river icing,
the riverboat shall either not leave the dock or immediately return to
it.  If a riverboat captain reasonably determines for reasons of
safety that although seaworthy, the riverboat should not leave the
dock or should return immediately thereto, due to either of the above
conditions, a gaming excursion may commence or continue while the
gangplank or its equivalent is raised and remains raised, in which
event the riverboat is not considered docked.  If, due to either of
the above conditions, a gaming excursion must commence or continue
with the gangplank or its equivalent raised, and the riverboat does
not leave the dock, ingress is prohibited until the completion of the
excursion.

    After consultation with the U.S. Army Corps of Engineers,
the Illinois Board may establish binding emergency orders upon the
concurrence of a majority regarding the navigability of rivers in the
event of extreme weather conditions, acts of God or their extreme
circumstances.

    The Illinois Board is authorized to conduct investigations
into the conduct of gaming as it may deem necessary and proper and
into alleged violations of the Illinois Act and the Illinois Board
rules.  Employees and agents of the Illinois Gaming Board have access
to and may inspect any facilities relating to the riverboat gaming
operations at all times.

    A holder of any license is subject to imposition of fines,
suspension or revocation of such license, or other action for any act
or failure to act by himself or his agents or employees, that is
injurious to the public health, safety, morals, good order and general
welfare of the people of the State of Illinois, or that would
discredit or tend to discredit the Illinois gaming industry or the
State of Illinois.  Any riverboat operations not conducted in
compliance with the Illinois Act may constitute an illegal gaming
place and consequently may be subject to criminal penalties, which
penalties include possible seizure, confiscation and destruction of
illegal gaming devices and seizure and sale of riverboats and dock
facilities to pay any unsatisfied judgment that may be recovered and
any unsatisfied fine that may be levied.  The Illinois Act also
provides for civil penalties, equal to the amount of gross receipts
derived from wagering on the gaming, whether unauthorized or
authorized, conducted on the day of any violation.  The Illinois Board
may revoke or suspend licenses, as the Illinois Board may see fit and
in compliance with applicable laws of the State of Illinois regarding
administrative procedures and may suspend an owner's license, without
notice or hearing, upon a determination that the safety or health of
patrons or employees is jeopardized by continuing a riverboat's
operation.  The suspension may remain in effect until the Illinois
Board determines that the cause for suspension has been abated and it
may revoke the owner's license upon a determination that the owner has
not made satisfactory progress toward abating the hazard.

    The Illinois Board requires that a "Key Person" of an owner 
licensee submit a Personal Disclosure Form and be investigated and
approved by the Illinois Board.  For a publicly-held Business Entity a
"Key Person" is any person directly or indirectly holding a legal or
beneficial interest of 5% or more of an applicant or licensee and/or
officers, directors, trustees, partners and managing agents of a
gaming enterprise, and any person identified by the Board as a person
able to control or exercise significant influence over the management
or operating policies of a licensee.  Furthermore, each applicant for
an owner's license or owner licensee must disclose the identity of
every person, association, trust or corporation having a greater than
1% direct or indirect pecuniary interest in an owner licensee or in
the riverboat gaming operation with respect to which the license is
sought.  The Illinois Board may also require an applicant or owner
licensee to disclose any other principal or investor and require the
investigation and approval of such individuals.

    The Illinois Board (unless the investor qualifies as an
Institutional Investor) requires a Personal Disclosure Form from any
person or entity who or which, individually or in association with
others, acquires directly or indirectly, beneficial ownership of more
than 5% of any class of voting securities or nonvoting securities
convertible into voting securities of a publicly traded corporation
which holds an ownership interest in the holder of an owner's license. 
If the Illinois Board denies an application for such a transfer and if
no hearing is requested, the applicant for the transfer of ownership
must promptly divest those shares in the publicly traded parent
corporation.  The holder of an owner's license would not be able to
distribute profits to a publicly traded parent corporation until such
shares have been divested.  If a hearing is requested, the shares need
not be divested and profits may be distributed to a publicly-held
parent corporation pending the issuance of a final order from the
Illinois Gaming Board.

    An Institutional Investor that individually or jointly with
others, cumulatively acquires, directly or indirectly, 5% or more of
any class of voting securities of a publicly-traded licensee or a
licensee's publicly-traded parent corporation shall, within no less
than ten days after acquiring such securities, notify the
Administrator of the Board of such ownership and shall provide any
additional information as may be required.  If an Institutional
Investor (as specified above) acquires 10% or more of any class of
voting securities of a publicly-traded licensee or a licensee's
publicly-traded parent corporation, it shall file an Institutional
Investor Disclosure Form within 45 days after acquiring such level of
ownership interest.

    The Illinois Board may waive any licensing requirement or
procedure provided by rule if it determines that such waiver is in the
best interests of the public and the gaming industry.  Also, the
Illinois Board may, from time to time, amend or change Board rules.

    Uncertainty exists regarding the Illinois gambling
regulatory environment due to limited experience in interpreting the
Illinois Act.

    From time to time, various proposals have been introduced in
the Illinois legislature that, if enacted, would affect the taxation,
regulation, operation or other aspects of the gaming industry or the
Company.  Some of this legislation, if enacted, could adversely affect
the gaming industry or the Company.  No assurance can be given whether
such or similar legislation will be enacted.

    Applicants for and holders of an owner's license are
required to obtain formal approval from the Illinois Board for changes
in the following areas: (i) Key Persons; (ii) type of entity; (iii)
equity and debt capitalization of the entity; (iv) investors and/or
debt holders; (v) source of funds; (vi) applicant's economic
development plan; (vii) riverboat capacity or significant design
change; (viii) gaming positions, (ix) anticipated economic impact; or
(x) agreements, oral or written, relating to the acquisition or
disposition of property (real or personal) of a value greater than $1
million .

    A holder of an owner's license is allowed to make
distributions to its stockholders only to the extent that such
distribution would not impair the financial viability of the gaming
operation.  Factors to be considered by the licensee will include but
not be limited to the following: (i) cash flow, casino cash and
working capital requirements; (ii) debt service requirements
obligations and covenants associated with financial instruments; (iii)
requirements for repairs and maintenance and capital improvements; and
(iv) employment or economic development requirements of the Act; and
(v) a licensees financial projections.

    Other Jurisdictions

    As a result of the Company's efforts to expand its
operations into new jurisdictions, the Company is likely to become
subject to comprehensive gaming and other regulations in each such
jurisdiction into which its operations are expanded.  Such regulations
may be similar to, and could be more restrictive than, those currently
applicable to the Company, its officers, directors or employees or
persons associated with the Company.

Employees and Labor Relations

    At January 31, 1997, the Company employed approximately
20,000 persons.  Approximately 39% of the Company's employees at
January 31, 1997 were employed pursuant to the terms of collective
bargaining agreements.  The contracts with three unions, including the
largest union, expire in fiscal 1998.  The Company does not anticipate
any difficulties in renewing such agreements.  Management considers
its labor relations to be satisfactory.  A work stoppage has not been
experienced at a Company-owned property since an industry-wide strike
in 1975.

    Certain states in which gaming recently has been legalized
have established community commitment and similar laws which require
that a specified percentage of employees of gaming ventures be
residents of the state in which the gaming venture is located.  These
laws could affect the ability of the Company to attract and retain
qualified employees for gaming operations conducted by the Company or
joint ventures in which it participates outside Nevada.

Certain Forward Looking Statements

    Certain information included in this Report and other
materials filed or to be filed by the Company with the Securities and
Exchange Commission (as well as information included in oral
statements or other written statements made or to be made by the
Company) contains or may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.  Such
statements including information relating to current construction
activities, plans for future expansion and other business development
activities as well as other capital spending, financing sources and
the effects of regulation (including gaming and tax regulation) and
competition.  Such forward-looking information involves important
risks and uncertainties that could significantly affect anticipated
results in the future and, accordingly, such results may differ from
those expressed in any forward-looking statements made by or on behalf
of the Company.  These risks and uncertainties include, but are not
limited to, those relating to development and construction activities,
dependence on existing management, leverage and debt service
(including sensitivity to fluctuation in interest rates), domestic or
global economic conditions, changes in federal or state tax laws or
the administration of such laws, changes in gaming laws or regulations
(including the legalization of gaming in certain jurisdictions) and
applications for licenses and approvals under applicable laws and
regulations (including gaming laws and regulations).

ITEM 2.  PROPERTIES.

    Circus Circus-Las Vegas.  The Company owns approximately 69
acres of land with 375 feet of frontage on the Las Vegas Strip and
Circus Circus-Las Vegas which is situated on the site.  For additional
information concerning Circus Circus-Las Vegas, see "Description of
the Company's Operating Hotels and Casinos -- Las Vegas, Nevada
- -- Circus Circus-Las Vegas" in Item 1 of this Report.  

    Luxor and Excalibur.  The Company owns a 117-acre parcel on
the southwest corner of the intersection of the Las Vegas Strip and
Tropicana Avenue, with approximately 2,400 feet of frontage on the Las
Vegas Strip and includes, Excalibur, which is situated on the northern
portion of the parcel at the intersection of the Las Vegas Strip and
Tropicana Avenue, and Luxor, which is situated on such site to the
south of Excalibur.  For additional information concerning Luxor and
Excalibur, see "Description of the Company's Operating Hotels and
Casinos -- Las Vegas, Nevada -- Luxor" and -- Excalibur" in Item 1 of
this Report.  

    Circus Circus-Reno.  Circus Circus-Reno is situated on a
three-block area in downtown Reno, of which approximately 90% is owned
by the Company and the remainder is held under three separate leases,
two of which expire in 2032 and 2033, respectively.  The Company owns
the remaining interest in the parcel subject to the third lease
pursuant to which the Company is obligated to pay rent for the
lifetime of the landlord.  For additional information concerning
Circus Circus-Reno, see "Description of the Company's Operating Hotels
and Casinos -- Reno, Nevada -- Circus Circus-Reno" in Item 1 of this
Report.

    Colorado Belle.  The Company owns approximately 22 acres on
the bank of the Colorado River in Laughlin, Nevada and the Colorado
Belle, which is situated on the site.  For additional information
concerning the Colorado Belle Hotel and Casino, see "Description of
the Company's Operating Hotels and Casinos -- Laughlin, Nevada
- -- Colorado Belle" in Item 1 of this Report.

    Edgewater.  Adjacent to the site of the Colorado Belle, the
Company owns approximately 16 acres on the bank of the Colorado River
in Laughlin, Nevada, and the Edgewater Hotel and Casino, which is
situated on the site.  For additional information concerning the
Edgewater Hotel and Casino, see "Description of the Company's
Operating Hotels and Casinos -- Laughlin, Nevada -- Edgewater" in Item
1 of this Report.

    Gold Strike.  The Company owns approximately 51 acres and
the Gold Strike Hotel & Gambling Hall, which is situated on the site,
located on the east side of I-15 in Jean, Nevada, approximately 12
miles from the California/Nevada border and 25 miles from Las Vegas. 
For additional information concerning Gold Strike, see "Description of
the Company's Operating Hotels and Casinos - Jean, Nevada -- Gold
Strike" in Item 1 of this Report.

    Nevada Landing.  The Company owns approximately 55 acres and
the Nevada Landing Hotel & Casino, which is situated on the site,
located on the west side of I-15 in Jean, Nevada.  For additional
information concerning Nevada Landing, see "Description of the
Company's Operating Hotels and Casinos - Jean, Nevada -- Nevada
Landing" in Item 1 of this Report.

    Railroad Pass.  The Company owns approximately 56 acres and
the Railroad Pass Hotel & Casino, which is situated on the site,
located on US-93 in Henderson, Nevada.  For additional information
concerning Railroad Pass, see "Description of the Company's Operating
Hotels and Casino - Henderson, Nevada -- Railroad Pass" in Item 1 of
this Report.

    Circus Circus-Tunica.  The Company owns approximately 24
acres in Tunica County, Mississippi and Circus Circus-Tunica, which is
situated on the site.  The Company also owns an undivided 50% interest
in an additional 388-acre site adjacent to the Circus Circus-Tunica
site which is owned jointly with another unaffiliated gaming company.
For additional information concerning Circus Circus-Tunica, see
"Description of the Company's Operating Hotels and Casinos -- Tunica
County, Mississippi -- Circus Circus-Tunica" in Item 1 of this Report.

    Other Real Property

    Slots-A-Fun is situated on a 30,000-square-foot parcel owned
by the Company and has approximately 100 feet of frontage on the Las
Vegas Strip. 

    The Company operates the Silver City Casino in Las Vegas
under a lease which expires in October 1999.  The Company currently
pays a base rent of $129,982 per month.  The base rent is subject to
annual increases, calculated by using a specified index with a cap
based on a specified percentage of annual revenues.  Under the terms
of the lease, the landlord or the landlord's assignee is entitled to
participate in the profits to the extent of 50% of defined income from
the operation of the Silver City Casino.  There was no profit
participation rent due for the years ended January 31, 1995, 1996 or
1997.

    The Company owns approximately 47 acres formerly the site of
the Hacienda Hotel and Casino which was imploded on December 31, 1996
to make way for the construction of Project Paradise which is
currently being built on the site.  For additional information
concerning Project Paradise, see  Current Expansion Activities  in
Item 1.

    The Company owns approximately 73 acres of unimproved land
located immediately south of the aforementioned 47-acre site and
approximately 15 acres of land on the Las Vegas Strip across from
Luxor which from time to time is utilized as a parking lot for
employees at Luxor and Excalibur.

    The Company owns 60 acres of land in Jean, Nevada to the
north of Gold Strike and approximately 89 acres of land in Sloan,
Nevada off of I-15.  Sloan is located between Jean and Las Vegas.

    Reference is made to  Current Expansion Activities  for a
discussion of the Company s agreement with Mirage Resorts Incorporated 
relating to the Company s possible acquisition of unimproved land in
Atlantic City, New Jersey and the development of a hotel and casino on
a portion of such site.  The Company also owns or leases, or has
options and/or agreements to purchase or lease, certain other improved
and unimproved properties which are not deemed to be material to the
Company.

    As of January 31, 1997, the aforementioned properties owned
by the Company were not subject to any encumbrances securing the
repayment of indebtedness.

    Joint Venture Interests.  The Company, either directly or
through wholly owned subsidiaries, owns (i) a 50% interest in the Las
Vegas Joint Venture, which owns and operates Monte Carlo, a 3,002-room
hotel-casino complex which opened in June 1996: (ii) a 50% interest in
the Elgin Joint Venture, which owns and operates The Grand Victoria, a
riverboat casino and land-based entertainment complex in Elgin,
Illinois; and (iii) a 50% interest in the Reno Joint Venture, which
owns and operates Silver Legacy, a 1,711-room hotel-casino in Reno,
Nevada.  Reference is made to the information appearing under the
caption  Joint Venture Participations  in Item 1 of this Report
concerning the properties owned and operated by the aforementioned
joint venture entities, which information is hereby incorporated in
this Item 2 by this reference.

ITEM 3.  LEGAL PROCEEDINGS.

    On April 26, 1994, a lawsuit requesting class certification,
was filed in the United States District Court for the Middle District
of Florida against 41 manufacturers, distributors and casino operators
of video poker and electronic slot machines, including the Company. 
On May 10, 1994, a lawsuit requesting class certification alleging
substantially identical claims was filed by another plaintiff in the
same court against 48 defendants, including the Company.  The two
lawsuits were consolidated into a single action and transferred to the
United States District Court for the District of Nevada (the  Court ). 
On September 26, 1995, a lawsuit requesting class certification
alleging substantially identical claims was filed by a third plaintiff
in the Court against 45 defendants, including the Company.  On
February 14, 1997, the three plaintiffs filed a consolidated amended
complaint in the Court.  The complaints allege that the defendants
have engaged in a course of fraudulent and misleading conduct intended
to induce persons to play video poker and electronic slot machines
based on a false belief concerning how the gaming machines operate, as
well as the extent to which there is an opportunity to win.  The
complaint alleges violations of the Racketeer Influenced and Corrupt
Organizations Act, as well as claims of common law fraud, unjust
enrichment and negligent misrepresentation, and seeks unspecified
compensatory and punitive damages.  The Company and other defendants
have moved to dismiss the complaint for failure to state a claim.  It
is anticipated that there will be no ruling on the Company s motion to
dismiss until the summer of 1997.  Management believes that the claims
against the Company are without merit and intends to defend the case
vigorously.

    An amended complaint in a purported class action lawsuit was
filed on August 23, 1995 in the United States District Court for the
District of New Jersey, Camden Division, against 79 named defendants,
including the Company and other casino operators. The complaint, filed
on behalf of Thomas Hyland and other persons similarly situated,
alleged that the defendants had engaged in a course of conduct
involving conspiracy among casinos in the United States to refuse to
deal to skilled blackjack players who are capable of winning money at
the casinos  blackjack tables in violation of various statutory
provisions including the Sherman Act, the Fair Credit Reporting Act
and various state antitrust and consumer fraud laws.  The complaint,
which also asserted causes of action under state tort and contract
laws and sought recovery of compensatory and exemplary damages, was
dismissed and the time permitted to appeal such decision has expired.

    The Company is a defendant in various other pending law
suits.  In management's opinion, the ultimate outcome of such law
suits will not have a material adverse effect on the results of
operations or the financial position of the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    No matter was submitted to a vote of the Company's
security holders during the fourth quarter of the fiscal year
ended January 31, 1997.

                                  PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS.

    Price Range of Common Stock.  The Company's Common
Stock is listed on the New York Stock Exchange and on the Pacific
Stock Exchange and traded under the symbol CIR.  The following
table sets forth, for the fiscal quarters shown, the low and high
sale prices for the Common Stock on the New York Stock Exchange
Composite Tape.

Fiscal 1997                         Low      High

First Quarter......................$30.00   $37.88
Second Quarter.....................$29.88   $44.38
Third Quarter......................$30.13   $35.88
Fourth Quarter.....................$32.25   $37.25

Fiscal 1996                         Low      High

First Quarter......................$24.38   $33.50
Second Quarter.....................$29.25   $36.13     
Third Quarter......................$24.75   $33.63     
Fourth Quarter.....................$25.25   $31.88     

On April 18, 1997 there were 4,180 holders of record of the
Common Stock of the Company.

    Dividend Policy.  The Company does not currently pay a
cash dividend, nor is one contemplated in the foreseeable future. 
The Company believes that currently its stockholders are best
served by a policy of reinvestment in new high-return projects. 
The Company has a policy of periodic share repurchase, as cash
flows, borrowing capacity and market conditions warrant.



ITEM 6.  SELECTED FINANCIAL DATA.

                                          Year ended January 31,              
(amounts in thousands,
 except share data)         1997      1996        1995       1994      1993  

Operating Results(1):
Revenues(2)             $1,334,250 $1,299,596  $1,170,182   $963,470  $850,941
Operating profit 
 before corporate 
 expense (3)               307,175    328,422     280,792    234,311   220,435
Pretax income              163,863    205,759     214,490    182,608   183,313
Net income before
 nonrecurring
 items(3)                  135,774    161,645     138,244    126,918   120,983
Net income                 100,733    128,898     136,286    116,189   117,322
Earnings per share 
 before nonrecurring
 items (3)(4)           $     1.33      $1.66       $1.61      $1.46     $1.41
Earnings per share(4)   $      .99      $1.33       $1.59      $1.34     $1.37

Balance Sheet Data:
Total assets            $2,729,111 $2,213,503  $1,512,548 $1,297,924  $950,458
Long-term debt           1,405,897    715,214     632,652    567,345   308,092
Stockholders' equity       971,791  1,226,812     686,124    559,950   490,009

                                                    
(1)   Gold Strike, Nevada Landing and Railroad Pass were acquired on June 1,
      1995.  The Hacienda was acquired on September 1, 1995 and closed on
      December 1, 1996.  Circus Circus-Tunica opened in August 1994.  Luxor
      opened in October 1993.

(2)   Revenues are net of complimentary allowances.

(3)   These amounts are before extraordinary items and one-time charges in
      fiscal year 1997 for the write-off of certain assets of $48,309 and
      Monte Carlo preopening expenses of $5,614; in fiscal 1996 for the
      write-off of certain assets of $45,148 and Silver Legacy preopening
      expenses of $5,232; in fiscal 1995 for Circus Circus-Tunica preopening
      expenses of $3,012; and in fiscal 1994 for Luxor and Grand Slam Canyon
      preopening expenses of $16,506.  In fiscal 1993, the Company
      experienced an extraordinary loss of $3,661, net of income tax benefit
      of $1,885, on the early retirement of $100,000 principal amount of the
      Company's 10-1/8% Senior Subordinated Notes.

(4)   Earnings per share are based on shares outstanding adjusted for a
      three-for-two stock split effective July 9, 1993.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS.

 Incorporated herein by reference are pages 25 through 37 of
the Company's Annual Report to Stockholders for the fiscal year
ended January 31, 1997 (the "1997 Annual Report"), which pages
are included as part of Exhibit 13 to this Report.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 Incorporated herein by reference are pages 38 through 54 of
the 1997 Annual Report which pages are included as part of
Exhibit 13 to this Report.

           SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Year Ended January 31, 1997    
(in thousands, except per share amounts)

                                    1st       2nd       3rd       4th
                             Quarter   Quarter   Quarter   Quarter    Total   
Revenue                     $352,885  $338,806  $337,990  $304,569 $1,334,250
Income from operations        81,297    24,650    71,185    45,037    222,169
Income before income tax      69,385    12,881    55,659    25,938    163,863
Net income                    43,472     7,309    34,813    15,139    100,733
Earnings per share          $    .42  $    .07  $    .34  $    .16 $      .99

Year Ended January 31, 1996    
(in thousands, except per share amounts)                               

                              1st       2nd       3rd       4th
                             Quarter   Quarter   Quarter   Quarter    Total   
Revenue                     $295,033  $326,766  $354,206  $323,591  $1,299,596
Income from operations        71,046    24,365    88,399    67,563     251,373
Income before income tax      61,367    12,885    76,187    55,320     205,759
Net income                    39,400     7,281    46,584    35,633     128,898
Earnings per share          $   0.46  $   0.08  $   0.45  $   0.35  $     1.33

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE.

 Not applicable.

                                 PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

 The information beginning immediately following the caption
"Election of Directors" to, but not including, the caption
"Management Remuneration" in the Company's Proxy Statement, to be
filed with the Securities and Exchange Commission within 120 days
after the close of the Company's fiscal year ended January 31,
1997 and forwarded to stockholders prior to the Company's 1997
Annual Meeting of Stockholders (the "1997 Proxy Statement"), is
incorporated herein by reference.

ITEM 11.   EXECUTIVE COMPENSATION.

 The information in the 1997 Proxy Statement beginning
immediately following the caption "Management Remuneration" to,
but not including, the caption "Report of the Compensation
Committee on Executive Compensation", is incorporated herein by
reference.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT.

 The information in the 1997 Proxy Statement beginning
immediately following the caption "Security Ownership of Certain
Beneficial Owners and Management" to, but not including, the
caption "Election of Directors", is incorporated herein by
reference.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

 The information in the 1997 Proxy Statement beginning
immediately following the caption "Certain Transactions" to, but
not including, the caption "Approval of Amendments to the
Company's 1989 and 1993 Stock Option Plans and 1991 Stock
Incentive Plan" and the additional information in the 1997 Proxy
Statement beginning immediately following the caption
"Compensation Committee Interlocks and Insider Participation" to,
but not including, the caption "Comparative Stock Price
Performance Graph", is incorporated herein by reference.


                                  PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
           FORM 8-K.

 (a)(1)    Consolidated Financial Statements:

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES             Page

Consolidated Balance Sheets as of January 31, 1997 and
1996...................................................  *

Consolidated Statements of Income for the three years
ended January 31, 1997.................................  *

Consolidated Statements of Cash Flows for the three
years ended January 31, 1997...........................  *

Consolidated Statements of Stockholders' Equity for
the three years ended January 31, 1997.................  *

Notes to Consolidated Financial Statements.............  *

Report of Independent Public Accountants...............  *

 (a)(2)    Supplemental Financial Statement Schedules:

 None.

                                         
*     Refers to page of the Annual Report to Shareholders for the
      year ended January 31, 1997,  a copy of the incorporated
      portions of which are included as Exhibit 13 to this Report.

 (a)(3) Exhibits:

The following exhibits are filed as a part of this Report or
incorporated herein by reference:

3(i)(a).   Restated Articles of Incorporation of the Company as of
           July 15, 1988 and Certificate of Amendment thereto,
           dated June 29, 1989.  (Incorporated by reference to
           Exhibit 3(a) to the Company's Annual Report on Form
           10-K for the fiscal year ended January 31, 1991.)

3(i)(b).   Certificate of Division of Shares into Smaller
           Denominations, dated June 20, 1991.  (Incorporated by
           reference to Exhibit 3(b) to the Company's Annual
           Report on Form 10-K for the fiscal year ended January
           31, 1992.)

3(i)(c).   Certificate of Division of Shares into Smaller
           Denominations, dated June 22, 1993.  (Incorporated by
           reference to Exhibit 3(i) to the Company's Current
           Report on Form 8-K dated July 21, 1993.)

3(ii).     Restated Bylaws of the Company dated November 30, 1996.

4(a). Rights Agreement dated as of July 14, 1994, between the
      Company and First Chicago Trust Company of New York.
      (Incorporated by reference to Exhibit 4 to the
      Company's Current Report on Form 8-K dated August 15,
      1994.)

4(b). Amendment to Rights Agreement effective as of April 16,
      1996, between the Company and First Chicago Trust
      Company of New York.  (Incorporated by reference to
      Exhibit 4(a) to the Company s Quarterly Report on
      Form 10-Q for the quarterly period ended July 31,
      1996.)

4(c). $1.5 Billion Loan Agreement, dated as of January 29,
      1996, by and among the Company, the Banks named therein
      and Bank of America National Trust and Savings
      Association, as administrative agent for the Banks, and
      related Subsidiary Guaranty dated as of January 29,
      1996, of the Company's subsidiaries named therein. 
      (Incorporated by reference to Exhibit 4(a) to the
      Company's Current Report on Form 8-K dated January 29,
      1996.) 

4(d). Amendment No. 1 to the $1.5 Billion Loan Agreement, by
      and among the Company, the Banks named therein and Bank
      of America National Trust and Savings Association, as
      administrative agent for the Banks.  (Incorporated by
      reference to Exhibit 4(c) to the Company s Annual
      Report on Form 10-K for the fiscal year ended
      January 31, 1996.)

4(e). Amendment No. 2 to the $1.5 Billion Loan Agreement, by
      and among the Company, the Banks named therein and Bank
      of America National Trust and Savings Association, as
      administrative agent for the Banks.  (Incorporated by
      reference to Exhibit 4(a) to the Company s Quarterly
      Report on Form 10-Q for the period ended October 31,
      1996.)

4(f). Amendment No. 3 to the $1.5 Billion Loan Agreement, by
      and among the Company, the Banks named therein and Bank
      of America National Trust and Savings Association, as
      administrative agent for the Banks.  (Incorporated by
      reference to Exhibit 4(b) to the Company s Quarterly
      Report on Form 10-Q for the period ended October 31,
      1996.)

4(g). Amendment No. 4 to the $1.5 Billion Loan Agreement, by
      and among the Company, the Banks named therein and
      Wells Fargo Bank, N.A., as administrative agent.


4(h). Rate Swap Master Agreement, dated as of October 24,
      1986, and Rate Swap Supplements One through Four. 
      (Incorporated by reference to Exhibit 4(j) to the
      Company's Current Report on Form 8-K dated December 29,
      1986.)

4(i). Interest Rate Swap Agreement, dated as of October 20,
      1989, by and between the Company and Salomon Brothers
      Holding Company Inc. (Incorporated by reference to
      Exhibit 4(q) to the Company's Annual Report on Form
      10-K for the fiscal year ended January 31, 1990.)

4(j). Indenture by and between the Company and First
      Interstate Bank of Nevada, N.A., as Trustee with
      respect to the Company's 10-5/8% Senior Subordinated
      Notes due 1997. (Incorporated by reference to Exhibit
      4(a) to the Company's Registration Statement (No. 33-
      34439) on Form S-3.)

4(k). Indenture by and between the Company and First
      Interstate Bank of Nevada, N.A., as Trustee with
      respect to the Company's 6-3/4% Senior Subordinated
      Notes due 2003 and its 7-5/8% Senior Subordinated
      Debentures due 2013. (Incorporated by reference to
      Exhibit 4(a) to the Company's Current Report on Form  
      8-K dated July 21, 1993.)

4(l). Indenture, dated February 1, 1996, by and between the
      Company and First Interstate Bank of Nevada, N.A., as
      Trustee. (Incorporated by reference to Exhibit 4(b) to
      the Company's Current Report on Form 8-K dated
      January 29, 1996.)

4(m). Supplemental Indenture, dated February 1, 1996, by and
      between the Company and First Interstate Bank of
      Nevada, N.A., as Trustee, with respect to the Company's
      6.45% Senior Notes due February 1, 2006.  (Incorporated
      by reference to Exhibit 4(c) to the Company's Current
      Report on Form 8-K dated January 29, 1996.)

4(n). 6.45% Senior Notes due February 1, 2006 in the
      principal amount of $200,000,000.  (Incorporated by
      reference to Exhibit 4(d) to the Company's Current
      Report on Form 8-K dated January 29, 1996.)

4(o). Supplemental Indenture, dated as of November 15, 1996,
      to an indenture dated February 1, 1996, by and between
      the Company and Wells Fargo Bank (Colorado), N.A., as
      Trustee, with respect to the Company s 6.70% Senior
      Notes due November 15, 2096.  (Incorporated by
      reference to Exhibit 4(c) to the Company s Quarterly
      Report on Form 10-Q for the quarterly period ended
      October 31, 1996.)

4(p). 6.70% Senior Notes due February 15, 2096 in the
      principal amount of $150,000,000.  (Incorporated by
      reference to Exhibit 4(d) to the Company's Quarterly
      Report on Form 10-Q for the quarterly period ended
      October 31, 1996.)

4(q). Indenture, dated November 15, 1996, by and between the
      Company and Wells Fargo Bank (Colorado), N.A., as
      Trustee.  (Incorporated by reference to Exhibit 4(e) to
      the Company's Quarterly Report on Form 10-Q for the
      quarterly period ended October 31, 1996.)

4(r). Supplemental Indenture, dated as of November 15, 1996,
      to an indenture dated November 15, 1996, by and between
      the Company and Wells Fargo Bank (Colorado), N.A., as
      Trustee, with respect to the Company s 7.0% Senior
      Notes due November 15, 2036.  (Incorporated by
      reference to Exhibit 4(f) to the Company s Quarterly
      Report on Form 10-Q for the quarterly period ended
      October 31, 1996.)

4(s). 7.0% Senior Notes due February 15, 2036, in the
      principal amount of $150,000,000.  (Incorporated by
      reference to Exhibit 4(g) to the Company s Quarterly
      Report on Form 10-Q for the quarterly period ended
      October 31, 1996.)

10(a).*    1983 Nonqualified Stock Option Plan of the Company.
           (Incorporated by reference to Exhibit 10(d) to the
           Company's Registration Statement (No. 2-85794) on    
           Form S-1.)

10(b).*    1983 Incentive Stock Option Plan of the Company.
           (Incorporated by reference to Exhibit 10(e) to the
           Company's Registration Statement (No. 2-85794) on    
           Form S-1.)

10(c).*    Amendment to Circus Circus Enterprises, Inc. 1983
           Incentive Stock Option Plan.  (Incorporated by
           reference to Exhibit 4(a) to the Company's Registration
           Statement (No. 2-91950) on Form S-8.)

10(d).*    Amended and Restated 1989 Stock Option Plan of the
           Company, dated April 25, 1997.  

10(e).*    Stock Purchase Warrant Plan.   (Incorporated by
           reference to Exhibit 4(a) to the Company's Registration
           Statement (No. 33-29014) on Form S-8.)

10(f).*    Amended and Restated 1991 Stock Incentive Plan of the
           Company, dated April 25, 1997. 

10(g).*    Amended and Restated 1993 Stock Option Plan of the
           Company, dated April 25, 1997.  

10(h).*    1995 Special Stock Option Plan and Forms of
           Nonqualified Stock Option Certificate and Agreement. 
           (Incorporated by reference to Exhibit 10(gg) to the
           Company's Annual Report on Form 10-K for the fiscal
           year ended January 31, 1995.)

10(i).*    Circus Circus Enterprises, Inc. Executive Compensation
           Insurance Plan.  (Incorporated by reference to Exhibit
           10(i) to the Company's Annual Report on Form 10-K for
           the fiscal year ended January 31, 1992.)

10(j).     Lease, dated November 1, 1957, by and between Bethel
           Palma and others, as lessor, and the Company's
           predecessor in interest, as lessee; Amendment of Lease,
           dated May 6, 1983.  (Incorporated by reference to
           Exhibit 10(g) to the Company's Registration Statement
           (No. 2-85794) on Form S-1.)

10(k).     Grant, Bargain and Sale Deed to the Company pursuant to
           the Lease dated November 1, 1957.  (Incorporated by
           reference to Exhibit 10(h) to the Company's Annual
           Report on Form 10-K for the fiscal year ended January
           31, 1984.)

10(l).     Lease, dated August 3, 1977, by and between B&D
           Properties, Inc., as lessor, and the Company, as
           lessee; Amendment of Lease, dated May 6, 1983. 
           (Incorporated by reference to Exhibit 10(h) to the
           Company's Registration Statement (No. 2-85794) on Form
           S-1.)

10(m).     Tenth Amendment and Restatement of the Circus Circus
           Employees' Profit Sharing and Investment Plan.
           (Incorporated by reference to Exhibit 4(e) to Post
           Effective Amendment No. 7 to the Company's Registration
           Statement (No. 33-18278) on Form S-8.)

10(n).     Fifth Amendment and Restatement to Circus Circus
           Employees' Profit Sharing and Investment Trust.
           (Incorporated by reference to Exhibit 4(h) to Post
           Effective Amendment No. 7 to the Company's Registration
           Statement (No. 33-18278) on Form S-8.)

10(o).*    Retirement Plan for Outside Directors (Incorporated by
           reference to Exhibit 10(ii) to the Company's Annual
           Report on Form 10-K for the fiscal year ended January
           31, 1995).  

10(p).     Group Annuity Contract No. GA70867 between Philadelphia
           Life (formerly Bankers Life Company) and Trustees of
           Circus Circus Employees' Profit Sharing and Investment
           Plan.  (Incorporated by reference to Exhibit 4(c) to
           the Company's Registration Statement (No. 33-1459) on   
           Form S-8.)

10(q).     Lease, dated as of November 1, 1981, between Novus
           Property Company, as landlord, and the Company, as
           tenant.  (Incorporated by reference to Exhibit 4(h) to
           the Company's Registration Statement (No. 2-85794) on
           Form S-1.)

10(r).     First Addendum and First Amendment, each dated as of
           June 15, 1983, to Lease dated as of November 1, 1981.
           (Incorporated by reference to Exhibit 4(i) to the
           Company's Annual Report on Form 10-K for the year ended
           January 31, 1984.)

10(s).     Second Amendment, dated as of April 1, 1984, to Lease
           dated as of November l, 1981.  (Incorporated by
           reference to Exhibit 10(o) to the Company's
           Registration Statement (No. 33-4475) on Form S-1.)

10(t).   Lease by and between Robert Lewis Uccelli, guardian, as
         lessor, and Nevada Greens, a limited partnership,
         William N. Pennington, as trustee, and William G.
         Bennett, as trustee, and related Assignment of Lease. 
         (Incorporated by reference to Exhibit 10(p) to the
         Company's Registration Statement (No. 33-4475) on
         Form S-1.)

10(u).   Agreement of Purchase, dated March 15, 1985, by and
         between Denio Brothers Trucking Company, as seller, and
         the Company, as buyer, and related lease by and between
         Denio Brothers Trucking Co., as lessor, and Nevada
         Greens, a limited partnership, William N. Pennington,
         as trustee, and William G. Bennett, as trustee, and
         related Assignment of Lease.  (Incorporated by
         reference to Exhibit 10(q) to the Company's
         Registration Statement (No. 33-4475) on Form S-1.)

10(v).   Agreement of Joint Venture, dated as of March 1, 1994,
         by and among Eldorado Limited Liability Company,
         Galleon, Inc., and the Company.  (Incorporated by
         reference to Exhibit 10(y) to the Company's Annual
         Report on Form 10-K for the fiscal year ended January
         31, 1994.)

10(w).   Amended and Restated Credit Agreement, dated as of
         September 9, 1996, by and among Circus and Eldorado
         Joint Venture, the Banks named therein and Wells Fargo
         Bank, N.A., as Arranger and Administrative Agent, and
         the related Note, Amended and Restated Make-Well
         Agreement, Amended and Restated Deed of Trust and
         Subordination and Debt Put Agreement.  (Incorporated by
         reference to Exhibit 10(b)to the Company's Quarterly
         Report on Form 10-Q for the quarterly period ended
         July 31, 1996.)


10(x).   Amendment No.1 to the Amended and Restated Credit
         Agreement of Circus and Eldorado Joint Venture, dated
         April 4, 1997 and related Amendment No. 1 to the
         Amended and Restated Deed of Trust.

10(y).   Purchase and Sale Agreement, dated January 10, 1995, by
         and between Hacienda Hotel, Inc. and William G. Bennett
         of the Hacienda Hotel and Casino, and the related
         Assignment and Consent to Assignment to the Company,
         dated March 5, 1995.  (Incorporated by reference to
         Exhibit 10(dd) to the Company's Annual Report on Form
         10-K for the fiscal year ended January 31, 1995.)

10(z).   Agreement and Plan of Merger, dated March 19, 1995, by
         and among the Company and M.S.E. Investments,
         Incorporated, Last Chance Investments, Incorporated,
         Gold Strike Investments, Incorporated, Diamond Gold,
         Inc., Gold Strike Aviation, Incorporated, Gold Strike
         Finance Company, Inc., Oasis Development Company, Inc.,
         Michael S. Ensign, William A. Richardson, David R.
         Belding, Peter A. Simon II and Robert J. Verchota. 
         (Incorporated by reference to Exhibit 10(ee) to the
         Company's Annual Report on Form 10-K for the fiscal
         year ended January 31, 1995.)

10(aa).  First Amendment to Agreement and Plan of Merger, dated
         May 30, 1995, by and among the Company and M.S.E.
         Investments, Incorporated, Last Chance Investments,
         Incorporated, Goldstrike Investments, Incorporated,
         Diamond Gold, Inc., Gold Strike Aviation, Incorporated,
         Goldstrike Finance Company, Inc., Oasis Development
         Company, Inc., Michael S. Ensign, William A.
         Richardson, David R. Belding, Peter A. Simon II and
         Robert J. Verchota.  (Incorporated by reference to
         Exhibit 99.2 of the Schedule 13D of Michael S. Ensign
         relating to the Company's Common Stock, filed on
         June 12, 1995.)

10(bb).  Exchange Agreement, dated March 19, 1995, by and among
         the Company and New Way, Inc., a wholly owned
         subsidiary of the Company, Glenn W. Schaeffer, Gregg H.
         Solomon, Antonio C. Alamo, Anthony Korfman and William
         Ensign. (Incorporated by reference to Exhibit 10(ff) to
         the Company's Annual Report on Form 10-K for the fiscal
         year ended January 31, 1995.)

10(cc).  First Amendment to Exchange Agreement, dated May 30,
         1995, by and among the Company and New Way, Inc., a
         wholly owned subsidiary of the Registrant, Glenn W.
         Schaeffer, Gregg H. Solomon, Antonio C. Alamo, Anthony
         Korfman and William Ensign.  (Incorporated by reference
         to Exhibit 10(d) to the Company's Current Report on
         Form 8-K dated June 1, 1995.)

10(dd).  Registration Rights Agreement, dated as of June 1,
         1995, by and among the Company and Michael S. Ensign,
         William A. Richardson, David R. Belding, Peter A. Simon
         II, Glenn W. Schaeffer, Gregg H. Solomon, Antonio C.
         Alamo, Anthony Korfman, William Ensign and Robert J.
         Verchota.  (Incorporated by reference to Exhibit 99.5
         of the Schedule 13D of Michael S. Ensign, relating to
         the Company's Common Stock, filed on June 12, 1995.)  

10(ee).  Standstill Agreement, dated as of June 1, 1995, by and
         among the Company and Michael S. Ensign, William A.
         Richardson, David R. Belding, Peter A. Simon II and
         Glenn W. Schaeffer.  (Incorporated by reference to
         Exhibit 99.4 of the Schedule 13D of Michael S. Ensign,
         relating to the Company's Common Stock, filed on
         June 12, 1995.)

10(ff).  Amendment No. 1 to Standstill Agreement, effective
         April 16, 1996, by and among the Company and Michael S.
         Ensign, William A. Richardson, David R. Belding, Peter
         A. Simon II and Glenn W. Schaeffer.  (Incorporated by
         reference to Exhibit 99.7 of Amendment No. 2 to the
         Schedule 13D of Michael S. Ensign, relating to the
         Company s Common Stock, filed on September 5, 1996.)

10(gg).* Executive Officer Annual Bonus Plan.  (Incorporated by
         reference to Exhibit 10(hh) to the Company's Annual
         Report on Form 10-K for the fiscal year ended January
         31, 1995.)

10(hh).* Employment Agreement dated June 1, 1995, by and between
         the Company and Clyde Turner.  (Incorporated by
         reference to Exhibit 10(i) to the Company's Current
         Report on Form 8-K dated June 1, 1995.)

10(ii).* Employment Agreement dated June 1, 1995, by and between
         the Company and Michael S. Ensign.  (Incorporated by
         reference to Exhibit 99.3 of the Schedule 13D of
         Michael S. Ensign, relating to the Company's Common
         Stock, filed on June 12, 1995.)

10(jj).* Employment Agreement dated June 1, 1995, by and between
         the Company and Glenn W. Schaeffer.  (Incorporated by
         reference to Exhibit 10(k) to the Company's Current
         Report on Form 8-K dated June 1, 1995.)

10(kk).* Employment Agreement dated June 1, 1995, by and between
         the Company and William A. Richardson.  (Incorporated
         by reference to Exhibit 99.3 of the Schedule 13D of
         William R. Richardson, relating to the Company's Common
         Stock, filed on June 12, 1995.)

10(ll).*      Employment Agreement dated June 1, 1995, by and between
              the Company and Mike H. Sloan.  (Incorporated by
              reference to Exhibit 10(m) to the Company's Current
              Report on Form 8-K dated June 1, 1995.)

10(mm).* Employment Agreement dated June 1, 1995, by and between
         the Company and Kurt D. Sullivan.  (Incorporated by
         reference to Exhibit 10(n) to the Company's Current
         Report on Form 8-K dated June 1, 1995.)

10(nn).* Employment Agreement dated June 1, 1995, by and between
         the Company and Antonio C. Alamo.  (Incorporated by
         reference to Exhibit 10(oo) to the Company s Annual
         Report on Form 10-K for the fiscal year ended
         January 31, 1996.)

10(oo).* Employment Agreement dated June 1, 1995, by and between
         the Company and Gregg H. Solomon.  (Incorporated by
         reference to Exhibit 10(pp) to the Company s Annual
         Report on Form 10-K for the fiscal year ended
         January 31, 1996.)

10(pp).*      Employment Agreement dated June 1, 1995, by and between
              the Company and Daniel N. Copp.  (Incorporated by
              reference to Exhibit 10(qq) to the Company s Annual
              Report on Form 10-K for the fiscal year ended
              January 31, 1996.)

10(qq).* Agreement dated April 15, 1996, by and between the
         Company and Daniel N. Copp.  (Incorporated by reference
         to Exhibit 10(rr) to the Company s Annual Report on
         Form 10-K for the fiscal year ended January 31, 1996.)

10(rr).  Joint Venture Agreement, dated as of December 18, 1992,
         between Nevada Landing Partnership and RBG, L.P. 
         (Incorporated by reference to Exhibit 10(g) to the
         Company's Quarterly Report on Form 10-Q for the
         quarterly period ended July 31, 1995.)

10(ss).  Amendment dated July 15, 1993 to the Joint Venture
         Agreement between Nevada Landing Partnership and RBG,
         L.P. (Incorporated by reference to Exhibit 10(h) to the
         Company's Quarterly Report on Form 10-Q for the
         quarterly period ended July 31, 1995.)

10(tt).  Amendment dated October 6, 1994 to the Joint Venture
         Agreement between Nevada Landing Partnership and RBG,
         L.P. (Incorporated by reference to Exhibit 10(i) to the
         Company's Quarterly Report on Form 10-Q for the
         quarterly period ended July 31, 1995.) 

10(uu).  Amendment dated June 1, 1995 to the Joint Venture
         Agreement between Nevada Landing Partnership and RBG,
         L.P.  (Incorporated by reference to Exhibit 10(j) to
         the Company's Quarterly Report on Form 10-Q for the
         quarterly period ended July 31, 1995.)

10(vv).  Amendment dated February 28, 1996 to the Joint Venture
         Agreement between Nevada Landing Partnership and RBG,
         L.P.  (Incorporated by reference to Exhibit 10(ww) to
         the Company s Annual Report on Form 10-K for the fiscal
         year ended January 31, 1996.)

10(ww).  Reducing Revolving Loan Agreement, dated as of
         December 21, 1994, among Victoria Partners, each bank
         party thereto, The Long-Term Credit Bank of Japan,
         Ltd., Los Angeles Agency, and Societe Generale, as Co-
         agents, and Bank of America National Trust and Savings
         Association, as Administrative Agent (without Schedules
         or Exhibits) (the "Victoria Partners Loan Agreement"). 
         (Incorporated by reference to Exhibit 99.2 to Amendment
         No. 1 on Form 8-K/A to the Current Report on Form 8-K
         dated December 9, 1994 of Mirage Resorts, Incorporated. 
         Commission File No. 1-6697.)  (Incorporated by
         reference to Exhibit 10 (ww) to the Company s Annual
         Report on Form 10-K for the fiscal year ended
         January 31, 1996.)

10(xx).  Amendment No. 1 to the Victoria Partners Loan
         Agreement, dated as of January 31, 1995.  (Incorporated
         by reference to Exhibit 10(uu) to the Annual Report on
         Form 10-K for the year ended December 31, 1994 of
         Mirage Resorts Incorporated.  Commission File No. 1-
         6697.)

10(yy).  Amendment No. 2 to the Victoria Partners Loan
         Agreement, dated as of June 30, 1995.  (Incorporated by
         reference to Exhibit 10.1 to the Quarterly Report on
         Form 10-Q for the quarterly period ended June 30, 1995
         of Mirage Resorts, Incorporated.  Commission File No.
         1-6697.)

10(zz).  Amendment No. 3 to the Victoria Partners Loan
         Agreement, dated as of July 28, 1995.  (Incorporated by
         reference to Exhibit 10.3 to the Quarterly Report on
         Form 10-Q for the quarterly period ended June 30, 1995
         of Mirage Resorts, Incorporated.  Commission File No.
         1-6697.)

10(aaa). Amendment No. 4 to the Victoria Partners Loan
         Agreement, dated as of October 16, 1995.  (Incorporated
         by reference to Exhibit 10(a) to the Company's
         Quarterly Report on Form 10-Q for the quarterly period
         ended October 31, 1995.)

10(bbb). Amendment No. 5 to the Victoria Partners Loan Agreement
         dated as of August 1, 1996.  (Incorporated by reference
         to Exhibit 10(a) to the Company s Quarterly Report on
         Form 10-Q for the quarterly period ended July 31,
         1996.)

10(ccc). Amendment No.6 to the Victoria Partners Loan Agreement,
         dated as of April 12, 1997.

10(ddd). Joint Venture Agreement, dated as of December 9, 1994,
         between MRGS Corp. and Gold Strike L.V. (without
         Exhibit) (the "Victoria Partners Venture Agreement"). 
         (Incorporated by reference to Exhibit 99.1 to the
         Current Report on Form 8-K dated December 9, 1994 of
         Mirage Resorts, Incorporated.  Commission File No.   
         1-6697.)

10(eee). Amendment No. 1 to the Victoria Partners Venture
         Agreement dated as of April 17, 1995.  (Incorporated by
         reference to Exhibit 10(c) to the Quarterly Report on
         Form 10-Q for the quarterly period ended March 31, 1995
         of Mirage Resorts, Incorporated.  Commission File No.
         1-6697.)

10(fff). Amendment No. 2 to the Victoria Partners Venture
         Agreement dated as of September 25, 1995. 
         (Incorporated by reference to Exhibit 10.4 to the
         Quarterly Report on Form 10-Q for the quarterly period
         ended September 30, 1995 of Mirage Resorts
         Incorporated.  Commission File No. 1-6697.)

10(ggg). Amendment No. 3 to the Victoria Partners Venture
         Agreement dated as of February 28, 1996.  (Incorporated
         by reference to Exhibit 10(fff) to the Company s Annual
         Report on Form 10-K for the fiscal year ended
         January 31, 1996.)

10(hhh). Amendment No. 4 to the Victoria Partners Venture
         Agreement dated as of May 29, 1996.  (Incorporated by
         reference to Exhibit 10(b) to the Company s Quarterly
         Report on Form 10-Q for the quarterly period ended
         April 30, 1996.)

10(iii). Consulting Agreement, dated June 1, 1995, between
         Circus Circus Casinos, Inc. (a subsidiary of the
         Company) and Lakeview Company.  (Incorporated by
         reference to Exhibit 10(ggg) to the Company s Annual
         Report on Form 10-K for the fiscal year ended
         January 31, 1996.)

10(jjj). Agreement, dated May 30, 1996, with Mirage Resorts,
         Incorporated regarding the development of certain
         property in Atlantic City, New Jersey. (Incorporated by
         reference to Exhibit 10(a) to the Company s Quarterly
         Report on Form 10-Q for the quarterly period ended
         April 30, 1996.)

10(kkk). Stock Transfer Agreement, dated January 23, 1997, by
         and between the Company, Windsor Casino Limited,
         Windsor Casino Supplies Limited and Windsor Casino
         Financial Limited and Caesars World, Inc., Conrad
         International Investment Corporation and Hilton Hotels
         Corporation.

10(lll).*     Description of Consulting Plan adopted June 21, 1996.

13.      Portions of the Annual Report to Stockholders for the
         Year Ended January 31, 1997 specifically incorporated
         by reference as part of this Report.

21.      Subsidiaries of the Company.

23.      Consent of Arthur Andersen LLP.  (See page 57.)

27.      Financial Data Schedule for the year ended January 31,
         1997 as required under EDGAR.

_____________
*   This exhibit is a management contract or compensatory plan
    or arrangement required to be filed as an exhibit to this
    Report.

    Certain instruments with respect to long-term debt have not
been filed hereunder or incorporated by reference herein where
the total amount of such debt thereunder does not exceed 10% of
the consolidated total assets of the Company.  Copies of such
instruments will be furnished to the Securities and Exchange
Commission upon request.

    (b)  During the fourth quarter of the fiscal year ended
January 31, 1997, the Company filed no Current Report on Form 
8-K.

    (c)  The exhibits required by Item 601 of Regulation S-K
filed as part of this Report or incorporated herein by reference
are listed in Item 14(a)(3) above, and the exhibits filed
herewith are listed on the Index to Exhibits which accompanies
this Report.

    (d)  See Item 14(a)(2) of this Report.


                                 SIGNATURES 

    Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized. 

                                 CIRCUS CIRCUS ENTERPRISES, INC. 
 
Dated:  April 30, 1997           By: Clyde T. Turner              
                                     Clyde T. Turner, Chairman 
                                     of the Board           

  Pursuant to the requirements of the Securities Exchange 
Act of 1934, this report has been signed below by the following 
persons on behalf of the registrant and in the capacities and on 
the dates indicated. 

      Signature                   Title                Date 

Clyde T. Turner          Chairman of the Board    April 30, 1997
Clyde T. Turner            and Chief Executive 
                         Officer (Principal 
                         Executive Officer)

Michael S. Ensign        Vice Chairman of the          April 30, 1997
Michael S. Ensign     Board and Chief Operating 
                         Officer


William A. Richardson    Executive Vice President      April 30, 1997
William A. Richardson      and Director


Glenn Schaeffer          President, Chief            April 30, 1997 
Glenn Schaeffer          Financial Officer,
                         Treasurer and Director
                         (Principal Financial
                         Officer)

Les Martin               Controller (Principal       April 30, 1997 
Les Martin               Accounting Officer)


Richard P. Banis         Director                    April 30, 1997
Richard P. Banis


Arthur H. Bilger         Director                    April 30, 1997 
Arthur H. Bilger 


Richard A. Etter         Director                    April 30, 1997 
Richard A. Etter      


Michael D. McKee         Director                    April 30, 1997 
Michael D. McKee     


                                                      Exhibit 23


                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

    As independent public accountants, we hereby consent to the
incorporation of our report dated February 26, 1997 included (or
incorporated by reference) in Circus Circus Enterprises, Inc.'s
Annual Report on Form 10-K for the year ended January 31, 1997,
into the Company's previously filed Form S-8 Registration
Statements File Nos. 2-91950, 2-93578, 33-18278, 33-29014, 33-
39215, 33-56420 and 33-53303 and to the Company's previously
filed Form S-3 Registration Statements File Nos. 33-65359 and
333-16327.


                                  ARTHUR ANDERSEN LLP


Las Vegas, Nevada
April 29, 1997




                            INDEX TO EXHIBITS 
                                 FORM 10-K
                             Fiscal Year Ended
                             January 31, 1997
Exhibit
Number

3(ii).   Restated Bylaws of the Company dated November 30, 1996.

4(g).    Amendment No. 4 to the $1.5 Billion Loan Agreement, by
         and among the Company, the Banks named therein and
         Wells Fargo Bank, N.A., as administrative agent.

10(d).*  Amended and Restated 1989 Stock Option Plan of the
         Company, dated April 25, 1997.  

10(f).*  Amended and Restated 1991 Stock Incentive Plan of the
         Company, dated April 25, 1997. 

10(g).*  Amended and Restated 1993 Stock Option Plan of the
         Company, dated April 25, 1997.  

10(x).   Amendment No.1 to the Amended and Restated Credit
         Agreement of Circus and Eldorado Joint Venture, dated
         April 4, 1997 and related Amendment No. 1 to the
         Amended and Restated Deed of Trust.

10(ccc). Amendment No.6 to the Victoria Partners Loan Agreement,
         dated as of April 12, 1997.

10(kkk). Stock Transfer Agreement, dated January 23, 1997, by
         and between the Company, Windsor Casino Limited,
         Windsor Casino Supplies Limited and Windsor Casino
         Financial Limited and Caesars World, Inc., Conrad
         International Investment Corporation and Hilton Hotels
         Corporation.

10(lll).*     Description of Consulting Plan adopted June 21, 1996.

13.      Portions of the Annual Report to Stockholders for
         the Year Ended January 31, 1997 specifically
         incorporated by reference as part of this Report.

21.      Subsidiaries of the Company.

23.      Consent of Arthur Andersen LLP. 

27.      Financial Data Schedule for the year ended January 31,
         1997 as required under EDGAR.

EX-3

                                                      EXHIBIT 3(ii)


                      AMENDED AND RESTATED BY-LAWS OF

                      CIRCUS CIRCUS ENTERPRISES, INC.

                        Effective November 30, 1996

                          (A Nevada Corporation)

                                 ARTICLE I

                                  Offices

     SECTION 1.1.   Principal Office.  The principal office of the
corporation in the State of Nevada is 2880 Las Vegas Boulevard
South, Las Vegas, Clark County, Nevada 89109.

     SECTION 1.2.   Other Offices.  The corporation may also have
offices at such other places both within and without the State of
Nevada as the Board of Directors may from time to time determine or
the business of the corporation may require.

                                ARTICLE II

                         Meetings of Stockholders

     SECTION 2.1.   Place of Meeting.  All meetings of stockholders
shall be held at such place, either within or without the State of
Nevada, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.2.   Annual Meetings.  The annual meeting of
stockholders shall be held at such date and time as shall be
designated from time to time by the Board of Directors and stated
in the notice of the meeting.

     SECTION 2.3.   Voting List.  The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. 
Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours,
for a period of at least ten days prior to the meeting, either at
a place within the city where the meeting is to be held, which
place shall be specified in the notice, or if not so specified, at
the place where the meeting is to be held.  The list shall also be
produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is
present.

     SECTION 2.4.   Special Meetings.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the Articles of Incorporation of the
corporation, as amended (the  Articles of Incorporation ), may be
called by the Chairman of the Board, the President or by the Board
of Directors or by written order of a majority of the directors and
shall be called by the Chairman of the Board, the President or the
Secretary at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation
issued and outstanding and entitled to vote.  Such request shall
state the purposes of the proposed meeting.  The officers or
directors shall fix the time and any place, either within or
without the State of Nevada, as the place for holding such meeting.

     SECTION 2.5.   Notice of Meeting.  Written notice of the
annual and each special meeting of stockholders, stating the date,
time, place and purpose or purposes thereof, shall be given to each
stockholder entitled to vote thereat, not less than 10 nor more
than 60 days before the meeting.  The President, a Vice President,
the Secretary, an assistant Secretary or any other person
designated by the Board of Directors shall sign and deliver such
written notice.  The written certificate of the individual signing
a notice of meeting, setting forth the substance of the notice or
having a copy thereof attached, the date the notice was mailed or
personally delivered to the stockholders and the addresses to which
the notice was mailed, shall be prima facie evidence of the manner
and fact of giving such notice.

     SECTION 2.6.   Quorum.  The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at any
meeting of stockholders for the transaction of business except when
stockholders are required to vote by class, in which event a
majority of the issued and outstanding shares of the appropriate
class shall be present in person or by proxy, and except as
otherwise provided by statute or by the Articles of Incorporation. 
Notwithstanding any other provision of the Articles of
Incorporation or these by-laws, the holders of a majority of the
shares of capital stock entitled to vote thereat, present in person
or represented by proxy, whether or not a quorum is present, shall
have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be
present or represented.  If the adjournment is for more than 30
days, or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the
meeting.  At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might
have been transacted at the meeting as originally notified.

     SECTION 2.7.   Voting.  When a quorum is present at any
meeting of the stockholders, the vote of the holders of a majority
of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the
statutes, of the Articles of Incorporation or of these by-laws, a
different vote is required, in which case such express provision
shall govern and control the decision of such question.  Every
stockholder having the right to vote shall be entitled to vote in
person, or by proxy appointed by an instrument in writing
subscribed by such stockholder, and filed with the Secretary of the
corporation before, or at the time of, the meeting. Provided,
however, no such proxy shall be valid after the expiration of six
months from the date of its execution, unless coupled with an
interest, or unless the person executing it specifies therein the
length of time for which it is to continue in force, which in no
case shall exceed seven years from the date of its execution.  If
such instrument shall designate two or more persons to act as
proxies, unless such instrument shall provide the contrary, a
majority of such persons present at any meeting at which their
powers thereunder are to be exercised shall have and may exercise
all the powers of voting or giving consents thereby conferred, or
if only one be present, then such powers may be exercised by that
one; or, if an even number attend and a majority do not agree on
any particular issue, each proxy so attending shall be entitled to
exercise such powers in respect of the same portion of the shares
as he is of the proxies representing such shares.  Unless required
by statute or determined by the Chairman of the meeting to be
advisable, the vote on any question need not be by written ballot.

     SECTION 2.8.   Consent of Stockholders.  Whenever the vote of
stockholders at a meeting thereof is required or permitted to be
taken for or in connection with any corporate action by any
provision of the statutes, the meeting and vote of stockholders may
be dispensed with if all the stockholders who would have been
entitled to vote upon the action if such meeting were held shall
consent in writing to such corporate action being taken; or if the
Articles of Incorporation authorize the action to be taken with the
written consent of the holders of less than all the stock who would
have been entitled to vote upon the action if a meeting were held,
then on the written consent of the stockholders having not less
than such percentage of the number of votes as may be authorized in
the Articles of Incorporation; provided that in no case shall the
written consent be by the holders of stock having less than the
minimum percentage of the vote required by statutes for the
proposed corporate action, and provided that prompt notice must be
given to all stockholders of the taking of corporate action without
a meeting and less than unanimous written consent.

     SECTION 2.9.   Voting of Stock of Certain Holders.  Shares
standing in the name of another corporation, domestic or foreign,
may be voted by such officer, agent or proxy as the by-laws of such
corporation may prescribe, or in the absence of such provision, as
the Board of Directors of such corporation may determine.  Shares
standing in the name of a deceased person may be voted by the
executor or administrator of such deceased person, either in person
or by proxy.  Shares standing in the name of a guardian,
conservator or trustee may be voted by such fiduciary, either in
person or by proxy, but no such fiduciary shall be entitled to vote
shares held in such fiduciary capacity without a transfer of such
shares into the name of such fiduciary.  Shares standing in the
name of a receiver may be voted by such receiver.  A stockholder
whose shares are pledged shall be entitled to vote such shares,
unless in the transfer by the pledgor on the books of the
corporation, he has expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may
represent the stock and vote thereon.

     SECTION 2.10.  Treasury Stock.  The corporation shall not
vote, directly or indirectly, shares of its own stock owned by it;
and such shares shall not be counted in determining the total
number of outstanding shares.

     SECTION 2.11.  Fixing Record Date.  The Board of Directors may
fix in advance a date, not exceeding 60 nor less than 10 days
preceding the date of any meeting of stockholders, or the date for
payment of any dividend or distribution, or the date for the
allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in
connection with obtaining a consent, as a record date for the
determination of the stockholders entitled to notice of, and to
vote at any such meeting and any adjournment thereof, or entitled
to receive payment of any such dividend or distribution, or to
receive any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital
stock, or to give such consent, and in such case such stockholders
and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of and to vote
at any such meeting and any adjournment thereof, or to receive
payment of such dividend or distribution, or to receive such
allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any
stock on the books of the corporation after any such record date
fixed as aforesaid.

                                ARTICLE III

                            Board of Directors

     SECTION 3.1.   Powers.  The business and affairs of the
corporation shall be managed by its Board of Directors, which may
exercise all such powers of the corporation and do all such lawful
acts and things as are not by statute or by the Articles of
Incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.

     SECTION 3.2.   Number, Election and Term.  The directors shall
be elected at the annual meeting of stockholders, except as
provided in Section 3.3, and each director elected shall hold
office until his successor shall be elected and shall qualify.  The
total number of directors, which shall be established from time to
time by resolution of the Board of Directors, shall not be fewer
than six (6) nor more than eleven (11).  Directors need not be
residents of Nevada or stockholders of the corporation.  Commencing
with the election of directors at the annual meeting of
stockholders in 1991, the directors shall be classified with
respect to the time for which they shall hold their offices by
dividing them into three classes, to be known as Class I, Class II
and Class III.  At the annual meeting of the stockholders in 1991,
directors of Class I shall be elected for terms of one (l) year,
directors of Class II shall be elected for terms of two (2) years,
and directors of Class III shall be elected for terms of three (3)
years.  At each annual meeting of stockholders after 1991,
successors to the directors of the Class whose term of office
expires in that year shall be elected to hold office until the
third succeeding annual meeting of stockholders, so that the term
of office of only one Class of directors shall expire in each year. 
The number of directors in Class, which shall be such that at least
one-fourth in number of the directors are elected annually, shall
be established from time to time by resolution of the Board as may
be appropriate whenever the total number of directors is increased
or decreased.

     SECTION 3.3.   Vacancies, Additional Directors and Removal
from Office.  If any vacancy occurs in the Board of Directors
caused by death, resignation, retirement, disqualification or
removal from office of any director, or otherwise, or if any new
directorship is created by an increase in the authorized number of
directors, a majority of the directors then in office, though less
than a quorum, or a sole remaining director, may choose a successor
director or a director to fill the newly created directorship, as
the case may be; and a director so chosen shall hold office until
the next annual meeting of stockholders at which the directors of
the Class in which such director serves are to be elected and until
his successor shall be duly elected and shall qualify, unless such
director is sooner displaced.  Any director may be removed either
for or without cause at any special meeting of stockholders duly
called and held for such purpose.

     SECTION 3.4.   Regular Meetings.  A regular meeting of the
Board of Directors shall be held each year, without other notice
than this by-law, at the place of, and immediately following, the
annual meeting of stockholders; and other regular meetings of the
Board of Directors shall be held during each year, at such time and
place as the Board of Directors may from time to time provide by
resolution, either within or without the State of Nevada, without
other notice than such resolution.

     SECTION 3.5.   Special Meetings.  A special meeting of the
Board of Directors may be called by the Chairman of the Board or by
the President and shall be called by the Secretary on the written
request of any two directors.  The Chairman of the Board or
President so calling, or the directors so requesting, any such
meeting shall fix the time and any place, either within or without
the State of Nevada, as the place for holding such meeting.

     SECTION 3.6.   Notice of Special Meetings.  Written notice of
special meetings of the Board of Directors shall be given to each
director at least 48 hours prior to the time of such meeting.  Any
director may waive notice of any meeting.  The attendance of a
director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting solely for the
purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.  Neither the business
to be transacted at, nor the purpose of, any special meeting of the
Board of Directors need be specified in the notice or waiver of
notice of such meeting, except that notice shall be given of any
proposed amendment to the by-laws if it is to be adopted at any
special meeting or with respect to any other matter where notice is
required by statute.

     SECTION 3.7.   Quorum.  A majority of the Board of Directors
shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and the act of a majority of the
directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, by the Articles of Incorporation
or by these by-laws.  If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

     SECTION 3.8.   Action Without Meeting.  Unless otherwise
restricted by the Articles of Incorporation or these by-laws, any
action required or permitted to be taken at any meeting of the
Board of Directors, or of any committee thereof as provided in
Article IV of these by-laws, may be taken without a meeting, if a
written consent thereto is signed by all members of the Board or of
such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

     SECTION 3.9.   Meeting by Telephone.  Any action required or
permitted to be taken by the Board of Directors or any committee
thereof may be taken by means of a meeting by conference telephone
network or similar communications method so long as all persons
participating in the meeting can hear each other.  Any person
participating in such meeting shall be deemed to be present in
person at such meeting.

     SECTION 3.10.  Compensation.  Except as otherwise provided in
this Section 3.10, directors, as such, shall not be entitled to any
compensation for their services unless voted by the stockholders;
but by resolution of the Board of Directors, there may be allowed
(a) to  outside  directors, as that term is defined in Section 4.2
of these by-laws, a stated salary and/or a fixed sum for each
regular or special meeting of the Board of Directors or any meeting
of a committee of directors attended, and (b) to all directors,
expenses of attendance, if any, for each regular or special meeting
of the Board of Directors or any meeting of a committee of
directors attended.  No provision of these by-laws shall be
construed to preclude any director from serving the corporation in
any other capacity and receiving compensation therefor.

                                ARTICLE IV

                          Committees of Directors

     SECTION 4.1.   Executive Committee.  The Executive Committee
of the Board of Directors (the  Executive Committee ) shall consist
of not less than two directors to be designated by the Board of
Directors annually at its first regular meeting held pursuant to
Section 3.4 of these by-laws after the annual meeting of
stockholders or as soon thereafter as conveniently possible. None
of the members of the Executive Committee need be officers of the
corporation.  The Executive Committee shall have and may exercise
all of the powers of the Board of Directors during the period
between meetings of the Board of Directors except as reserved to
the Board of Directors or as delegated by these by-laws or by the
Board of Directors to another standing or special committee or as
may be prohibited by law and, except further, that the Executive
Committee shall not have the power to elect officers of the
corporation.

     SECTION 4.2.   Audit Committee.  The Audit Committee of the
Board of Directors (the  Audit Committee ) shall consist solely of
directors, one or more, each of whom shall be an  outside  director
of the corporation, to be designated annually by the Board of
Directors at its first regular meeting held pursuant to Section 3.4
of these by-laws after the annual meeting of stockholders or as
soon thereafter as conveniently possible.  The term  outside 
director, as used in this Section 4.2, shall mean a director of the
corporation who is independent of management, not an officer,
employee, consultant, agent or affiliate (except as a director) of
the corporation and who is free of any relationship that, in the
opinion of the Board of Directors, would interfere with the
designated director s exercise of independent judgment as a member
of the Audit Committee. The Audit Committee shall have and may
exercise all of the powers of the Board of Directors during the
period between meetings of the Board of Directors, except as may be
prohibited by law, with respect to (i) the selection and
recommendation for employment by the corporation, subject to
approval by the Board of Directors and the stockholders, of a firm
of certified public accountants whose duty it shall be to audit the
books and accounts of the corporation and its subsidiaries for the
fiscal year in which they are appointed and who shall report to the
Audit Committee, provided, that in selecting and recommending for
employment any firm of certified public accountants, the Audit
Committee shall make a thorough investigation to insure the
 independence  of such accountants as defined in the applicable
rules and regulations of the Securities and Exchange Commission;
(ii) instructing the certified public accountants to expand the
scope and extent of the annual audits of the corporation into areas
of any concern to the Audit Committee, which may be beyond that
necessary for the certified public accountants to report on the
financial statements of the corporation, and, at its discretion,
directing other special investigations to insure the objectivity of
the financial reporting of the corporation; (iii) reviewing the
reports submitted by the certified public accountants, conferring
with the auditors and reporting thereon to the Board of Directors
with such recommendations as the Audit Committee may deem
appropriate; (iv) meeting with the corporation s principal
accounting and financial officers, the certified public accountants
and auditors, and other officers or department managers of the
corporation as the Audit Committee shall deem necessary in order to
determine the adequacy of the corporation s accounting principles
and financial and operating policies, controls and practices, its
public financial reporting policies and practices, and the results
of the corporation s annual audit; (v) conducting inquiries into
any of the foregoing,.the underlying and related facts, including
such matters as the conduct of the personnel of the corporation,
the integrity of the records of the corporation, the adequacy of
the procedures and the legal and financial consequences of such
facts; and (vi) retaining and deploying such professional
assistance, including outside counsel and auditors and any others,
as the Audit Committee shall deem necessary or appropriate, in
connection with the exercise of its powers on such terms as the
Audit Committee shall deem necessary or appropriate to protect the
interests of the stockholders of the corporation.

     SECTION 4.3.   Other Committees.  The Board of Directors may,
by resolution passed by a majority of the whole Board, designate
one or more additional special or standing committees other than
the Executive Committee and Audit Committee, each such additional
committee to consist of one or more of the directors of the
corporation.  Each such committee shall have and may exercise such
of the powers of the Board of Directors in the management of the
business and affairs of the corporation as may be provided in such
resolution, except as delegated by these by-laws or by the Board of
Directors to another standing or special committee or as may be
prohibited by law.

     SECTION 4.4.   Committee Operations.  A majority of a
committee shall constitute a quorum for the transaction of any
committee business.  Such committee or committees shall have such
name or names and such limitations of authority as provided in
these by-laws or as may be determined from time to time by
resolution adopted by the Board of Directors.  The corporation
shall pay all expenses of committee operations.  The Board of
Directors may designate one or more appropriate directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of such committee.  In the
absence or disqualification of any members of such committee or
committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another appropriate
member of the Board of Directors to act at the meeting in the place
of any absent or disqualified member.

     SECTION 4.5.   Minutes.  Each committee of directors shall
keep regular minutes of its proceedings and report the same to the
Board of Directors when required.  The Secretary or any Assistant
Secretary of the corporation shall (i) serve as the Secretary of
the Executive Committee, the Audit Committee and any other special
or standing committee of the Board of Directors of the corporation,
(ii) keep regular minutes of standing or special committee
proceedings, (iii) make available to the Board of Directors, as
required, copies of all resolutions adopted or minutes or reports
of other actions recommended or taken by any such standing or
special committee and (iv) otherwise as requested keep the members
of the Board of Directors apprised of the actions taken by such
standing or special committees.

     SECTION 4.6.   Compensation.  Members of special or standing
committees who are  outside  directors, as that term is defined
elsewhere in this Article, may be allowed compensation for serving
as a member of any such committee and all members may be
compensated for expenses of attending committee meetings, if the
stockholders or Board of Directors shall so determine in accordance
with Section 3.10.

                                 ARTICLE V

                                  Notice

     SECTION 5.1.   Methods of Giving Notice.  Whenever under the
provisions of the statutes, the Articles of Incorporation or these
by-laws, notice is required to be given to any director, member of
any committee or stockholder, such notice shall be in writing and
delivered personally or mailed, postage prepaid, to such director,
member or stockholder; provided that in the case of a director or
a member of any committee such notice may be given orally, by
telephone, by telegram or by facsimile.  If mailed, notice to a
director, member of a committee or stockholder shall be deemed to
be given when deposited in the United States mail, in a sealed
envelope, with first class postage thereon prepaid, addressed, in
the case of a stockholder, to the stockholder at the stockholder s
address as it appears on the records of the corporation or, in the
case of a director or a member of a committee, to such person at
his business address.  If sent by telegraph, notice to a director
or member of a committee shall be deemed to be given when the
telegram, so addressed, is delivered to the telegraph company.  If
sent by facsimile, notice to a director or member of a committee
shall be deemed to be given when the transmission from the
transmitting facsimile machine has been completed.

     SECTION 5.2.   Written Waiver.  Whenever any notice is
required to be given under the provisions of the statutes, the
Articles of Incorporation or these by-laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                ARTICLE IV

                                 Officers

     SECTION 6.1.   Officers.  The executive officers of the
corporation shall be the Chairman of the Board, President,
Secretary and Treasurer.  The Board of Directors shall elect and,
when applicable, appoint all the executive officers of the
corporation.  The Board of Directors and the Chairman of the Board
may appoint such other officers and agents, including but not
limited to one or more Vice Presidents (any one or more of which
may be designated Executive Vice President or Senior Vice
President), Assistant Vice Presidents, Assistant Secretaries and
Assistant Treasurers, as they deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform
such duties as prescribed by the Board of Directors or Chairman of
the Board.  Any two or more offices may be held by the same person.
No officer shall execute, acknowledge, verify or countersign any
instrument on behalf of the corporation in more than one capacity,
if such instrument is required by law, by these by-laws or by any
act of the corporation to be executed, acknowledged, verified or
countersigned by two or more officers.  The Chairman of the Board
shall be elected from among the directors.  With the foregoing
exception, none of the other officers need be a director, and none
of the officers need be a stockholder of the corporation.

     SECTION 6.2.   Election and Term of Office.  The executive
officers of the corporation shall be elected annually by the Board
of Directors at its first regular meeting held after the annual
meeting of stockholders or as soon thereafter as conveniently
possible.  Each executive officer shall hold office until his
successor shall have been chosen and shall have qualified or until
his death or the effective date of his resignation or removal, or
until he shall cease to be a director in the case of the Chairman
of the Board.

     SECTION 6.3.   Removal and Resignation.  Any executive officer
or other officer or agent appointed by the Board of Directors may
be removed, either with or without cause, by the affirmative vote
of a majority of the Board of Directors whenever, in its judgment,
the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights,
if any, of the person so removed.  Any other officer or agent may
be removed, either with or without cause, in the sole discretion of
the Chairman of the Board.  Any executive officer or other officer
or agent may resign at any time by giving written notice to the
corporation.  Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein,
and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

     SECTION 6.4.   Vacancies.  Any vacancy occurring in any
executive office of the corporation by death, resignation, removal
or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.

     SECTION 6.5.   Salaries.  The salaries of all executive
officers of the corporation shall be fixed by the Board of
Directors or pursuant to the direction of the Board of Directors;
and no executive officer shall be prevented from receiving such
salary by reason of his also being a director.  Compensation of
officers and agents not appointed by the Board of Directors shall
be established by the Chairman of the Board and President, but
subject to review by the Board of Directors.

     SECTION 6.6.   Chairman of the Board.  The Chairman of the
Board shall preside at all meetings of the Board of Directors and
of the stockholders of the corporation.  In the Chairman s absence,
such duties shall be attended to by the President.  The Chairman of
the Board shall hold the position of chief executive officer of the
corporation and shall perform such duties as usually pertain to the
position of chief executive officer and such duties as may be
prescribed by the Board of Directors or the Executive Committee. 
The Chairman of the Board shall formulate and submit to the Board
of Directors or the Executive Committee matters of general policy
for the corporation and shall perform such other duties as usually
appertain to the office or as may be prescribed by the Board of
Directors.  He shall have the power to appoint and remove
subordinate officers, agents and employees, except those elected or
appointed by the Board of Directors.  He may sign with the
President or any other officer of the corporation thereunto
authorized by the Board of Directors certificates for shares of the
corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors, and any deeds, bonds,
mortgages, contracts, checks, notes, drafts or other instruments
which the Board of Directors or the Executive Committee has
authorized to be executed, except in cases where the signing and
execution thereof has been expressly delegated or reserved by these
by-laws or by the Board of Directors or the Executive Committee to
some other officer or agent of the corporation, or shall be
required by law to be otherwise executed.

     SECTION 6.7.   President.  The President, subject to the
control of the Board of Directors, the Executive Committee, and the
Chairman of the Board, shall in general supervise and control the
business and affairs of the corporation.  He shall have the power
to appoint and remove subordinate officers, agents and employees,
except those elected or appointed by the Board of Directors or the
Chairman of the Board.  The President shall keep the Board of
Directors, the Executive Committee and the Chairman of the Board
fully informed as they or any of them shall request and shall
consult them concerning the business of the corporation.  He may
sign with the Chairman of the Board or any other officer of the
corporation thereunto authorized by the Board of Directors,
certificates for shares of capital stock of the corporation, the
issuance of which shall have been authorized by resolution of the
Board of Directors, and any deeds, bonds, mortgages, contracts,
checks, notes, drafts or other instruments which the Board of
Directors or the Executive Committee has authorized to be executed,
except in cases where the signing and execution thereof has been
expressly delegated by these by-laws or by the Board of Directors
or the Executive Committee to some other officer or agent of the
corporation, or shall be required by law to be otherwise executed. 
In general he shall perform all other duties normally incident to
the office of the President, except any duties expressly delegated
to other persons by these by-laws, the Board of Directors, or the
Executive Committee, and such other duties as may be prescribed by
the stockholders, Chairman of the Board, the Board of Directors or
the Executive Committee, from time to time.

     SECTION 6.8.   Vice Presidents.  In the absence of the
President, or in the event of his inability or refusal to act, the
Executive Vice President (or in the event there shall be no Vice
President or more than one Vice President designated Executive Vice
President, any Vice President designated by the Board) shall
perform the duties and exercise the powers of the President.  Any
Vice President authorized by resolution of the Board of Directors
to do so, may sign with any other officer of the corporation
thereunto authorized by the Board of Directors, certificates for
shares of capital stock of the corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors. 
The Vice Presidents shall perform such other duties as from time to
time may be assigned to them by the Chairman of the Board, the
President, the Board of Directors or the Executive Committee.

     SECTION 6.9.   Secretary.  The Secretary shall (a) keep the
minutes of the meetings of the stockholders, the Board of Directors
and committees of directors; (b) see that all notices are duly
given in accordance with provisions of these by-laws and as
required by law; (c) be custodian of the corporate records and of
the seal of the corporation, and see that the seal of the
corporation or a facsimile thereof is affixed to all certificates
for shares prior to the issuance thereof and to all documents, the
execution of which on behalf of the corporation under its seal is
duly authorized in accordance with the provisions of these by-laws;
(d) keep or cause to be kept a register of the post office address
of each stockholder which shall be furnished by such stockholder;
(e) have general charge of the stock transfer books of the
corporation; and (f) in general, perform all duties normally
incident to the office of Secretary and such other duties as from
time to time may be assigned to him by the Chairman of the Board,
the President, the Board of Directors or the Executive Committee.

     SECTION 6.10.  Treasurer.  The Treasurer shall (a) have charge
and custody of and be responsible for all funds and securities of
the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever and deposit
all such moneys in the name of the corporation in such banks, trust
companies or other depositories as shall be selected in accordance
with the provisions of Section 7.3 of these by-laws; (b) prepare,
or cause to be prepared, for submission at each regular meeting of
the Board of Directors, at each annual meeting of stockholders, and
at such other times as may be required by the Board of Directors,
the Chairman of the Board, the President or the Executive
Committee, a statement of financial condition of the corporation in
such detail as may be required; and (c) in general, perform all the
duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the Chairman of the
Board, the President, the Board of Directors or the Executive
Committee.  If required by the Board of Directors or the Executive
Committee, the Treasurer shall give a bond for the faithful
discharge of his duties in such sums and with such surety or
sureties as the Board of Directors or the Executive Committee shall
determine.

     SECTION 6.11.  Assistant Secretary or Treasurer.  The
Assistant Secretaries and Assistant Treasurers shall, in general,
perform such duties as shall be assigned to them by the Secretary
or the Treasurer, respectively, or by the Chairman of the Board,
the President, the Board of Directors or the Executive Committee. 
The Assistant Secretaries or Assistant Treasurers shall, in the
absence of the Secretary or Treasurer, respectively, perform all
functions and duties which such absent officers may delegate, but
such delegation shall not relieve the absent officer from the
responsibilities and liabilities of his office.  The Assistant
Treasurers shall respectively, if required by the Board of
Directors or the Executive Committee, give bonds for the faithful
discharge of their duties in such sums and with such sureties as
the Board of Directors or the Executive Committee shall determine.

                                ARTICLE VII

                      Contracts, Checks and Deposits

     SECTION 7.1.   Contracts.  Subject to the provisions of
Section 6.1., the Board of Directors or the Executive Committee may
authorize any officer, officers, agent or agents, to enter into any
contract or execute and deliver an instrument in the name of and on
behalf of the corporation, and such authority may be general or
confined to specific instances.

     SECTION 7.2.   Checks, etc.  All checks, demands, drafts or
other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation, shall be signed
by such officer or officers or such agent or agents of the
corporation, and in such manner, as shall be determined by the
Board of Directors or the Executive Committee.

     SECTION 7.3.   Deposits.  All funds of the corporation not
otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks, trust companies or other
depositories as the Chairman of the Board, the President or the
Treasurer may be empowered by the Board of Directors or the
Executive Committee to select or as the Board of Directors or the
Executive Committee may select.

                               ARTICLE VIII

                           Certificate of Stock

     SECTION 8.1.   Issuance.  Each stockholder of this corporation
shall be entitled to a certificate or certificates showing the
number of shares of stock registered in his name on the books of
the corporation.  The certificates shall be in such form as may be
determined by the Board of Directors or the Executive Committee,
shall be issued in numerical order and shall be entered in the
books of the corporation as they are issued.  They shall exhibit
the holder s name and the number of shares and shall be signed by
the Chairman of the Board and the President or such other officers
as may from time to time be authorized by resolution of the Board
of Directors.  Any of or all the signatures on the certificate may
be a facsimile.  The seal of the corporation shall be impressed, by
original or by facsimile, printed or engraved, on all such
certificates.  In case any officer who has signed or whose
facsimile signature has been placed upon any such certificate shall
have ceased to be such officer before such certificate is issued,
such certificate may nevertheless be issued by the corporation with
the same effect as if such officer had not ceased to be such
officer at the date of its issue.  If the corporation shall be
authorized to issue more than one class of stock or more than one
series of any class, the designation, preferences and relative,
participating, option or other special rights of each class of
stock or series thereof and the qualifications, limitations or
restrictions of such preferences and rights shall be set forth in
full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class of stock; provided
that except as otherwise provided by statute, in lieu of the
foregoing requirements there may be set forth on the face or back
of the certificate which the corporation shall issue to represent
such class or series of stock, a statement that the corporation
will furnish to each stockholder who so requests the designations,
preferences and relative, participating, option or other special
rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and
rights.  All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued
until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in the case of a lost,
stolen, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and with such indemnity, if any, to the
corporation as the Board of Directors may prescribe.  In addition
to the above, all certificates evidencing shares of the
corporation s stock or other securities issued by the corporation
shall contain such legend or legends as may from time to time be
required by the Nevada Revised Statutes and/or the Nevada Gaming
Commission Regulations then in effect.

     SECTION 8.2.   Lost Certificates.  The Board of Directors may
direct that a new certificate or certificates be issued in place of
any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged
to have been lost, stolen or destroyed, or both.

     SECTION 8.3.   Transfers.  Upon surrender to the corporation
or the transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the
transaction upon its books.  Transfers of shares shall be made only
on the books of the corporation by the registered holder thereof,
or by his attorney thereunto authorized by power of attorney and
filed with the Secretary of the corporation or the transfer agent.

     SECTION 8.4.   Registered Stockholders.  The corporation shall
be entitled to treat the holder of record of any share or shares of
stock as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as
otherwise provided by laws of the State of Nevada.

                                ARTICLE IX

                                 Dividends

     SECTION 9.1.   Declaration.  Dividends upon the capital stock
of the corporation, subject to the provisions of the Articles of
Incorporation, if any, may be declared by the Board of Directors at
any regular or special meeting, pursuant to law.  Dividends may be
paid in cash, in property or in shares of capital stock, subject to
the provisions of the Articles of Incorporation.

     SECTION 9.2.   Reserve.  Before payment of any dividend, there
may be set aside out of any funds of the corporation available for
dividends such sum or sums as the Board of Directors from time to
time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for
such other purpose as the Board of Directors shall think conducive
to the interests of the corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was
created.

                                 ARTICLE X
                              Indemnification

     SECTION 10.1.  Third Party Actions.  The corporation shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys  fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.

     SECTION 10.2.  Actions by or in the Right of the Corporation. 
The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses
(including attorneys  fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the
extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.

     SECTION 10.3.  Successful Defense.  To the extent that a
director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Sections 10.1 and 10.2, or in
defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys  fees) actually
and reasonably incurred by him in connection therewith.

     SECTION 10.4.  Determination of Conduct.  Any indemnification
under Section 10.1 or 10.2 (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in Sections 10.1 and
10.2.  Such determination shall be made (1) by the Board of
Directors or the Executive Committee by a majority vote of a quorum
consisting of directors who were not parties to such action, suit
or proceeding, or (2) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the
stockholders.

     SECTION 10.5.  Payment of Expenses in Advance.  Expenses
incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the corporation as
authorized in this Article X.

     SECTION 10.6.  Indemnity Not Exclusive.  The indemnification
provided hereunder shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under
any other by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

     SECTION 10.7.  The Corporation.  For purposes of this Article
X, references to  the corporation  shall include, in addition to
the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under and subject to the provisions of this
Article X (including, without limitation the provisions of Section
10.4) with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its
separate existence had continued.

     SECTION 10.8.  Insurance Indemnification.  The corporation
shall have the power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him against
such liability under the provisions of this Article X.

                                ARTICLE XI

                               Miscellaneous

     SECTION 11.1.  Seal.  The corporate seal shall have inscribed
thereon the name of the corporation, and the words  Corporate Seal,
Nevada .  The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or otherwise reproduced.

     SECTION 11.2.  Books.  The books of the corporation may be
kept within or without the State of Nevada (subject to any
provisions contained in the statutes) at such place or places as
may be designated from time to time by the Board of Directors or
the Executive Committee.

     SECTION 11.3.  Fiscal Year.  The fiscal year of the
corporation shall be fixed by resolution of the Board of Directors.

                                ARTICLE XII

                                 Amendment

     These by-laws may be altered, amended or repealed at any
regular meeting of the Board of Directors without prior notice, or
at any special meeting of the Board of Directors if notice of such
alteration, amendment or repeal be contained in the notice of such
special meeting.

EX-4

                                                   Exhibit 4(g)

                     AMENDMENT NO. 4 TO LOAN AGREEMENT


          This Amendment No. 4 to Loan Agreement (this
"Amendment") dated as of January 3, 1997 is entered into with
reference to the Loan Agreement dated as of January 29, 1996,
among Circus Circus Enterprises, Inc., a Nevada corporation
( Borrower ), the Banks party thereto, The Long-Term Credit Bank
of Japan, Ltd., Los Angeles Agency, First Interstate Bank of
Nevada, N.A. (to which Wells Fargo Bank, N.A. is successor by
merger), Societe Generale, Credit Lyonnais Los Angeles Branch and
Credit Lyonnais Cayman Island Branch, and Canadian Imperial Bank
of Commerce, as Co-Agents, and Bank of America National Trust and
Savings Association, as Issuing Bank and Administrative Agent (as
amended, the  Loan Agreement ).  The Loan Agreement referred to
above has been amended by an Amendment No. 1 thereto dated as of
April 15, 1996, an Amendment No. 2 thereto dated as of October
31, 1996 and an Amendment No. 3 thereto dated as of November 22,
1996.  Terms defined in the Loan Agreement are used herein with
the same meanings.  

          Borrower and the Administrative Agent, acting with the
consent of the Requisite Banks in accordance with Section 11.2 of
the Loan Agreement, hereby amend the Loan Agreement as follows:

     1.   Indebtedness and Contingent Guaranties. Section 6.10 of
the Loan Agreement is hereby amended to read in full as follows
(with the added text underlined and in boldface type herein for
the convenience of the reader):

          "6.10  Indebtedness and Contingent Guaranties.  
     Create, incur, assume or suffer to exist any Indebtedness or
     Contingent Guaranty (other than Indebtedness of Restricted
     Subsidiaries to Borrower or another Restricted Subsidiary)
     if:

               (a)  a Default or Event of Default then exists or
          would result therefrom, or 

               (b)  after giving effect thereto, the aggregate
          principal amount (without duplication) of (i) all
          Indebtedness (other than the Obligations, Subordinated
          Debt, Commercial Paper Debt and the amount, not to
          exceed $25,000,000, in the aggregate, of Borrower's net
          Indebtedness with respect to Swap Agreements entered
          into in the ordinary course of business) of Borrower
          and its Restricted Subsidiaries, plus (ii) the amount
          of all Contingent Guaranties to the extent that the
          same are quantified pursuant to the definition thereof 
          (excluding Contingent Guaranties in an amount not to
          exceed $30,000,000 (Canadian dollars) in respect of
          Indebtedness of Windsor Casino Financial Limited) would
          exceed $500,000,000."

     2.   Conditions Precedent.  The effectiveness of this
Amendment shall be conditioned upon the receipt by the
Administrative Agent of the following:

               (a)  Counterparts of this Amendment executed by
     Borrower and the Administrative Agent, acting on behalf of
     the Banks;

               (b)  Written consents of each Significant
     Subsidiary, as guarantors under the Subsidiary Guaranty, to
     the execution, delivery and performance hereof,
     substantially in the form of Exhibit A to this Amendment;
     and

               (c)  Written consents to the execution, delivery
     and performance hereof from Banks constituting the Requisite
     Banks.

Representation and Warranty. Borrower represents and warrants to
the Administrative Agent and the Banks that no Default or Event
of Default has occurred and remains continuing.

     3.   Confirmation.  In all other respects, the terms of the
Loan Agreement and the other Loan Documents are hereby confirmed.

          IN WITNESS WHEREOF, Borrower and the Administrative
Agent have executed this Amendment as of the date first written
above by their duly authorized representatives.
                           
                           CIRCUS CIRCUS ENTERPRISES, INC.
                           
                           
                         By   Clyde T. Turner                 
                                
                                Clyde T. Turner, Chairman       
                                [Printed Name and Title]
                                
  
  
  BANK OF AMERICA NATIONAL TRUST AND
                           SAVINGS ASSOCIATION, as Administrative
                           Agent
                           
                           
                         By   Janice Hammond                  
                                
                                Janice Hammond, Vice President  
                                 [Printed Name and Title]

                         Exhibit A to Amendment
  
                    CONSENT OF SUBSIDIARY GUARANTORS
  
          This Consent, dated as of January 3, 1997, is
  delivered with reference to the Loan Agreement dated as of
  January 29, 1996 among Circus Circus Enterprises, Inc., the
  Banks party thereto, The Long-Term Credit Bank of Japan, Ltd.,
  Los Angeles Agency, First Interstate Bank of Nevada, N.A. (to
  which Wells Fargo Bank, N.A. is successor by merger), Societe
  Generale, Credit Lyonnais Los Angeles Branch and Credit
  Lyonnais Cayman Island Branch and Canadian Imperial Bank of
  Commerce, as Co-Agents, and Bank of America National Trust and
  Savings Association, as Issuing Bank and Administrative Agent 
  (as so amended pursuant to an Amendment No. 1 on April 15,
  1996, an Amendment No. 2 on October 31, 1996, and an Amendment
  No. 3 on November 22, 1996, the "Loan Agreement").  Capitalized
  terms used but not defined herein are used with the meanings
  set forth for those terms in the Loan Agreement.
  
          Each of the undersigned hereby consents to the
  execution, delivery and performance by Borrower, the Banks and
  the Administrative Agent of Amendment No. 4 to the Loan
  Agreement dated as of January 3, 1997 and to the transactions
  contemplated therein.  
    
          Each of the undersigned represents and warrants to
  the Administrative Agent and the Banks that there is no
  defense, counterclaim or offset of any type or nature to the
  Subsidiary Guaranty, and that the same remains in full force
  and effect.
  
  
  
  CIRCUS CIRCUS CASINOS, INC., a Nevada
                           corporation
                           
                           By   Clyde T. Turner                
                           
                                Clyde T. Turner, President     
                                [Printed Name and Title]
                                
  
  
  SLOTS-A-FUN, INC., a Nevada
                           corporation
                           
                           
                         By    Clyde T. Turner                
                                
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
                                
                                
                                EDGEWATER HOTEL CORPORATION, a Nevada
                           corporation
                           
                           
                           By Clyde T. Turner                 
                           
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
                                
                           
                                                      
COLORADO BELLE CORP., a Nevada
                           corporation
                           
                           
                         By   Clyde T. Turner                 
                                
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
                                
                                
                           NEW CASTLE CORP., a Nevada corporation
                           
                           
                           By Clyde T. Turner                 
                           
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
                                
                                
                           RAMPARTS, INC., a Nevada corporation
                           
                           
                         By   Clyde T. Turner                 
                                
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
                           
                           
                           CIRCUS CIRCUS MISSISSIPPI, INC., a
                           Mississippi corporation
                           
                           
                         By   Clyde T. Turner                 
                                
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
                           
  
                                                      
PINKLESS, INC., a Nevada corporation
                           
                           
                         By   Clyde T. Turner                 
                                
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
                           
                           
                           NEW WAY, INC., a Nevada corporation
                           
                           
                         By   Glenn Schaeffer                 
                                
                                Glenn W. Schaeffer, President   
                                [Printed Name and Title]
                                
                           
                           
                           CIRCUS CIRCUS DEVELOPMENT CORP., a
                           Nevada corporation
                           
                           
                         By   Clyde T. Turner                 
                                
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
  
  
                           GALLEON, INC., a Nevada corporation
                           
                           
                         By   Clyde T. Turner                 
                                
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
  
                                                      
M.S.E. INVESTMENTS, INCORPORATED, a
                           Nevada corporation
                           
                           
                         By   Michael S. Ensign               
                                
                                Michael S. Ensign, President    
                                [Printed Name and Title]
                                
  
  
                           LAST CHANCE INVESTMENTS, INCORPORATED,
                           a Nevada corporation
                           
                           
                         By   William A. Richardson           
                                
                                William A. Richardson, President
                                [Printed Name and Title]
                                
  
                           
                           GOLDSTRIKE INVESTMENTS, INCORPORATED,
                           a Nevada corporation
                           
                           
                         By   David R. Belding                
                                
                                David R. Belding, President     
                                [Printed Name and Title]
                                
                           
                           DIAMOND GOLD, INC., a Nevada
                           corporation
                           
                           
                         By   Peter Simon                     
                                
                                Peter Simon, President          
                                [Printed Name and Title]
                                
                           
                                                      
OASIS DEVELOPMENT COMPANY, INC., a
                           Nevada corporation
                           
                           
                         By   Peter Simon                     
                                
                                Peter Simon, President          
                                [Printed Name and Title]
                                
                           
                           
                           GOLDSTRIKE FINANCE COMPANY, INC., a
                           Nevada corporation
                           
                           
                         By   Michael S. Ensign               
                                
                                Michael S. Ensign, President    
                                [Printed Name and Title]
                                
  
  
  RAILROAD PASS INVESTMENT GROUP, a
                           Nevada Partnership
                           
                           By:     M.S.E. INVESTMENTS,INCORPORATED
                           Its:    general partner
                           
                           By    Michael S. Ensign              
                           
                                 Michael S. Ensign,President    
                                 [Printed Name and Title]
                                
                           
                                                      
JEAN DEVELOPMENT COMPANY, a Nevada
                           partnership
                           
                           By:     M.S.E. INVESTMENTS,INCORPORATED
                           Its:    general partner
                              
                           By   Michael S. Ensign               
                           
                                Michael S. Ensign,President     
                                [Printed Name and Title]
                                
                           
                           
                           JEAN DEVELOPMENT WEST, a Nevada
                           partnership
                           
                           By:     M.S.E. INVESTMENTS,INCORPORATED
                           Its:    general partner
                           
                              By   Michael S. Ensign               
                           
                                Michael S. Ensign, President      
                                [Printed Name and Title]
                                
                           
                           
                           NEVADA LANDING PARTNERSHIP, an
                           Illinois  partnership
                           
                           By:     M.S.E. INVESTMENTS,INCORPORATED
                           Its:    general partner
                           
                           By Michael S. Ensign               
                           
                                Michael S. Ensign, President    
                                [Printed Name and Title]
                                
                           
                                                      
GOLD STRIKE L.V., a Nevada partnership
                           
                           By:     M.S.E. INVESTMENTS,INCORPORATED
                           Its:    general partner
                           
                              By   Michael S. Ensign               
                           
                                Michael S. Ensign, President      
                                [Printed Name and Title]
                                
  
  
                           JEAN DEVELOPMENT NORTH, a Nevada
                           partnership
                           
                           By:     M.S.E INVESTMENTS, INCORPORATED
                           Its:    general partner
                           
                           By Michael S. Ensign               
                           
                                Michael S. Ensign,President       
                                [Printed Name and Title]
                                
  
  
                           LAKEVIEW GAMING PARTNERSHIPS JOINT
                           VENTURE, a Nevada partnership
                           
                           By:     RAILROAD PASS INVESTMENT GROUP
                           Its:    general partner
                           
                           By:     M.S.E. INVESTMENTS,INCORPORATED
                           Its:    general partner
                           
                           
                           By Michael S. Ensign               
                           
                                Michael S. Ensign, President    
                                [Printed Name and Title]


                              CONSENT OF BANK

          This Consent of Bank is delivered with reference to the
Loan Agreement dated as of January 29, 1996, among Circus Circus
Enterprises, Inc., The Long-Term Credit Bank of Japan, Ltd., Los
Angeles Agency, First Interstate Bank of Nevada, N.A. (now known
as Wells Fargo Bank, N.A.), Societe Generale, Credit Lyonnais Los
Angeles Branch and Credit Lyonnais Cayman Island Branch and
Canadian Imperial Bank of Commerce, as Co-Agents, and Bank of
America National Trust and Savings Association, as Issuing Bank
and Administrative Agent.

          The Loan Agreement referred to above has been amended
by an Amendment No. 1 thereto dated as of April 15, 1996, an
Amendment No. 2 thereto dated as of October 31, 1996 and an
Amendment No. 3 thereto dated as of November 22, 1996. 
References herein to the Loan Agreement mean the Loan Agreement,
as so amended.  Other capitalized terms used but not defined
herein are used with the meanings set forth for those terms in
the Loan Agreement.

          The undersigned Bank hereby consents to the execution,
delivery and performance of the proposed Amendment No. 4 to Loan
Agreement by the Administrative Agent on behalf of the Banks,
substantially in the form presented to the undersigned as a
draft.



Bank of America NT&SA             
[Typed/Printed Name of Bank]


By:   Jon Varnell                  

John Varnell, Managing Director    
[Typed/Printed Name and Title]

Dated  January 3, 1997

EX-10

                                                    Exhibit 10(d)

                      CIRCUS CIRCUS ENTERPRISES, INC.

                          1989 STOCK OPTION PLAN

                 (As Amended and Restated April 25, 1997)


1.   PURPOSES OF THE PLAN

          The purposes of this 1989 Stock Option Plan (the
 Plan ) are to enable Circus Circus Enterprises, Inc. (the
 Company ) and its Subsidiaries to attract and retain the
services of key employees and persons with managerial, profes-
sional or supervisory responsibilities, including, but not
limited to, members of the Board of Directors, officers of, and
consultants to, the Company, responsible for the past and con-
tinued success of the Company, and to provide them with increased
motivation and incentive to exert their best efforts on behalf of
the Company by enlarging their personal stake in its success.

2.   GENERAL PROVISIONS

     2.1  Definitions

          As used in the Plan:

          (a)   Board of Directors  means the Board of Directors
               of the Company.

          (b)   Code  means the Internal Revenue Code of 1986,
               including any and all amendments thereto.

          (c)  "Committee  means the committee appointed by the
               Board of Directors from time to time to administer
               the Plan pursuant to Section 2.2 hereof.

          (d)   Common Stock  means the Common Stock, par value
               $.01-2/3 per share, of the Company. 

          (e)   Fair Market Value  means, with respect to the
               date a given Stock Option is granted or exercised,
               the closing price on the applicable date (or if
               there is no closing price, then the closing bid
               price) of the Common Stock as reported on the
               New York Stock Exchange Composite Tape, or if not
               reported thereon, then such price as reported in
               the trading reports of the principal securities
               exchange on which the Common Stock is listed, or
               if such stock is not listed on a securities
               exchange in the United States, the mean between
               the dealer closing  bid  and  ask  prices on the
               over-the-counter market, as reported by the
               National Association of Securities Dealers
               Automated Quotations Systems (NASDAQ), or NASDAQ s
               successor, or if not reported on NASDAQ, on the
               basis of such other method as the Committee shall,
               in good faith, determine to be reasonable.

          (f)   Incentive Stock Option  means an option granted
               under the Plan, which is intended to qualify as an
               incentive stock option under Section 422A of the
               Code.

          (g)   Non-Qualified Stock Option  means an option
               granted under the Plan which is not an Incentive
               Stock Option.

          (h)   Participant  means a person to whom a Stock
               Option has been granted under the Plan.

          (i)   Stock Option  means an Incentive Stock Option or
               Non-Qualified Option granted under the Plan.

          (j)   Rule 16b-3  means such rule adopted under the
               Securities Exchange Act of 1934, as amended, or
               any successor rule.

          (k)   Subsidiary  means any corporation (other than the
               Company) in an unbroken chain of corporations
               beginning with the Company if, at the time of the
               granting of the option, each of the corporations
               other than the last corporation in the unbroken
               chain owns 50% or more of the total voting power
               of all classes of stock in one of the other
               corporations in such chain.

     2.2  Administration of the Plan

          (a)  The Plan shall be administered by the Committee
               which shall at all times consist of two (2) or
               more persons, each of whom shall be a member of
               the Board of Directors.  To the extent possible,
               and to the extent the Board of Directors deems it
               necessary or appropriate, each member of the
               Committee shall be a  Non-Employee Director  (as
               such term is defined in Rule 16b-3) and an
                Outside Director  (as such term is defined in
               Treasury Regulations Section 1.162-27 promulgated
               under the Code).  The Board of Directors may from
               time to time remove members from, or add members
               to, the Committee. Vacancies on the Committee,
               howsoever caused, shall be filled by the Board of
               Directors. The Committee shall select one of its
               members as Chairman, and shall hold meetings at
               such times and places as it may determine.

          (b)  The Committee shall have the full power, subject
               to and within the limits of the Plan, to: (i)
               interpret and administer the Plan, and Stock
               Options granted under it; (ii) make and interpret
               rules and regulations for the administration of
               the Plan and to make changes in and revoke such
               rules and regulations (and, in the exercise of
               this power, shall generally determine all
               questions of policy and expediency that may arise
               and may correct any defect, omission, or
               inconsistency in the Plan or any agreement
               evidencing the grant of any Stock Option in a
               manner and to the extent it shall deem necessary
               to make the Plan fully effective); (iii) determine
               those persons to whom Stock Options shall be
               granted and the number of Stock Options to be
               granted to any person; (iv) determine the terms of
               Stock Options granted under the Plan, consistent
               with the provisions of the Plan; and (v)
               generally, exercise such powers and perform such
               acts in connection with the Plan as are deemed
               necessary or expedient to promote the best
               interests of the Company. The interpretation and
               construction by the Committee of any provisions of
               the Plan or of any Stock Option shall be final and
               conclusive. 

          (c)  The Committee may act only by a majority of its
               members then in office; however, the Committee may
               authorize any one or more of its members or any
               officer of the Company to execute and deliver
               documents on behalf of the Committee. 

          (d)  No member of the Committee shall be liable for any
               action taken or omitted to be taken or for any
               determination made by him or her in good faith
               relating to the Plan, and the Company shall
               indemnify and hold harmless each member of the
               Committee against any cost or expense (including
               counsel fees) or liability (including any sum paid
               in settlement of a claim with the approval of the
               Committee) arising out of any act or omission in
               connection with the administration or
               interpretation of the Plan, unless arising out of
               such person s own fraud or bad faith.

     2.3  Effective Date

          The Plan shall become effective upon its adoption by
          the Board of Directors, and Stock Options may be issued
          upon such adoption and from time to time thereafter,
          subject, however, to approval of the Plan by the
          affirmative vote of the holders of a majority of the
          shares of the Common Stock present in person or by
          proxy and entitled to vote at an annual meeting of the
          shareholders of the Company or at a special meeting of
          shareholders of the Company expressly called for such
          purpose, or any adjournments thereof, within 12 months
          after the adoption of the Plan by the Board of
          Directors. If the Plan is not approved at such annual
          or special meeting or at any adjournments thereof, this
          Plan and all Stock Options previously granted there-
          under become null and void.

     2.4  Duration

          If approved by the shareholders of the Company, as
          provided in Section 2.3, unless sooner terminated by
          the Board of Directors, the Plan shall remain in effect
          for a period of ten (10) years following its adoption
          by the Board of Directors.

     2.5  Shares Subject to the Plan

          The maximum number of shares of Common Stock which may
          be subject to Stock Options granted under the Plan
          shall be 1,500,000. The Stock Options shall be subject
          to adjustment in accordance with Section 4.1, and
          shares to be issued upon exercise of the Stock Options
          may be either authorized and unissued shares of Common
          Stock or authorized and issued shares of Common Stock
          purchased or acquired by the Company for any purpose.
          If a Stock Option or portion thereof shall expire or is
          terminated, canceled or surrendered for any reason
          without being exercised in full, the unpurchased shares
          of Common Stock which were subject to such Stock Option
          or portion thereof shall be available for future grants
          of Stock Options under the Plan.

     2.6  Amendments

          The Plan may be suspended, terminated or reinstated, in
          whole or in part, at any time by the Board of
          Directors. The Board of Directors may from time to time
          make such amendments to the Plan as it may deem
          advisable, including, with respect to Incentive Stock
          Options, amendments deemed necessary or desirable to
          comply with Section 422A of the Code and any
          regulations issued thereunder; provided, however, that,
          without the approval of the Company s shareholders, no
          amendment shall be made which: 

          (a)  materially increases the maximum number of shares
               of Common Stock which may be subject to Stock
               Options granted under the Plan (other than as
               provided in Section 4.1); or 

          (b)  materially increases the benefits accruing to
               Participants under the Plan; or 

          (c)  extends the term of the Plan; or 

          (d)  increases the period during which a Stock Option
               may be exercised beyond ten years from the date of
               grant; or

          (e)  materially modifies the requirements as to
               eligibility for participation in the Plan; or 

          (f)  will cause options issued under the Plan to fail
               to meet the requirements of Rule 16b-3.

     Except as otherwise provided herein, termination or
amendment of the Plan shall not, without the consent of the
Participant, affect such Participant s rights under any Stock
Option previously granted to such Participant.

     2.7  Participants and Grants

          Stock Options may be granted by the Committee to those
          persons who the Committee determines have the capacity
          to make a substantial contribution to the success of
          the Company; provided, however, that, Stock Options may
          not be granted to members of the Committee. The
          Committee may grant to Participants Stock Options to
          purchase such number of shares of Common Stock (subject
          to the limitations of Section 2.5) as the Committee
          may, in its sole discretion, determine. In granting
          Stock Options under the Plan, the Committee, on an
          individual basis, may vary the number of Incentive
          Stock Options or Non-Qualified Stock Options as between
          Participants and may grant Incentive Stock Options
          and/or Non-Qualified Options to a Participant in such
          amounts as the Committee may determine in its sole
          discretion.

3.   STOCK OPTIONS

     3.1  General
          All Stock Options granted under the Plan shall be
          evidenced by written agreements executed by the Company
          and the Participant to whom granted which agreement
          shall state the number of shares of Common Stock which
          may be purchased upon the exercise thereof and shall
          contain such investment representations and other terms
          and conditions as the Committee may from time to time
          determine, or, in the case of Incentive Stock Options,
          as may be required by Section 422A of the Code, or any
          other applicable law.

     3.2  Price

          Subject to the provisions of Section 3.6(d) and Section
          4.1, the purchase price per share of Common Stock
          subject to a Stock Option shall, in no case, be less
          than one-hundred percent (100%) of the Fair Market
          Value of a share of Common Stock on the date the Stock
          Option is granted.

     3.3  Period

          The duration or term of each Stock Option granted the
          Plan shall be for such period as the Committee shall
          determine but in no event more than ten (10) years from
          the date of grant thereof.

     3.4  Exercise

          Subject to Section 4.4, Stock Options may be
          exercisable immediately upon granting of the Stock
          Option or at such other time or times as the Committee
          shall specify when granting the Stock Option. Once
          exercisable, a Stock Option shall be exercisable, in
          whole or in part, by delivery of a written notice of
          exercise to the Secretary of the Company at the prin-
          cipal office of the Company specifying the number of
          shares of Common Stock as to which the Stock Option is
          then being exercised together with payment of the full
          purchase price for the shares being purchased upon such
          exercise. Until the shares of Common Stock as to which
          a Stock Option is exercised are issued, the Participant
          shall have none of the rights of a shareholder of the
          Company with respect to such shares.

     3.5  Payment

          The purchase price for shares of Common Stock as to
          which a Stock Option has been exercised and any amount
          required to be withheld, as contemplated by Section
          4.3, may be paid: 

          (a)  In United States dollars in cash, or by check,
               bank draft or money order payable in United States
               dollars to the order of the Company; or 

          (b)  In the discretion of the Committee, by the
               delivery by the Participant to the Company of
               shares of Common Stock having an aggregate Fair
               Market Value on the date of payment equal to the
               aggregate of the purchase price of Common Stock as
               to which the Stock Option is then being exercised
               or by the withholding of shares of Common Stock
               having such Fair Market Value upon the exercise of
               such Stock Option; or

          (c)  In the discretion of the Committee, by a
               combination of both (a) and (b) above.

     The Committee may, in its discretion, impose limitations,
conditions and prohibitions on the use by a Participant of shares
of Common Stock to pay the purchase price payable by such
Participant upon the exercise of a Stock Option.

     3.6  Special Rules for Incentive Stock Options

          Notwithstanding any other provision of the Plan, the
          following provisions shall apply to Incentive Stock
          Options granted under the Plan: 

          (a)  Incentive Stock Options shall only be granted to
               Participants who are employees of the Company or
               its Subsidiaries. 

          (b)  To the extent that the aggregate Fair Market Value
               of Common Stock with respect to which Incentive
               Stock Options are exercisable for the first time
               by a Participant during any calendar year under
               this Plan and any other Plan of the Company or a
               Subsidiary exceeds $100,000, such Stock Options
               shall be treated as Non-Qualified Stock Options.

          (c)  Any Participant who disposes of shares of Common
               Stock acquired upon the exercise of an Incentive
               Stock Option by sale or exchange either within two
               (2) years after the date of the grant of the
               Incentive Stock Option under which the shares were
               acquired or within one (1) year of the acquisition
               of such shares, shall promptly notify the
               Secretary of the Company at the principal office
               of the Company of such disposition, the amount
               realized, the purchase price per share paid upon
               exercise and the date of disposition.

          (d)  No Incentive Stock Option shall be granted to a
               Participant who, at the time of the grant, owns
               stock representing more than ten percent (10%) of
               the total combined voting power of all classes of
               stock either of the Company or any parent or Sub-
               sidiary of the Company, unless the purchase price
               of the shares of Common Stock purchasable upon
               exercise of such Incentive Stock Option is at
               least one-hundred ten percent (110%) of the Fair
               Market Value (at the time the Incentive Stock
               Option is granted) of the Common Stock and the
               Incentive Stock Option is not exercisable more
               than five (5) years from the date it is granted.

     3.7  Termination of Employment

          (a)  In the event that a Participant (i) shall cease to
               be employed by the Company or a Subsidiary because
               of his discharge for dishonesty, or because he
               violated any material provision of any employment
               or other agreement between him and the Company or
               a Subsidiary, or (ii) shall voluntarily resign or
               terminate his employment with the Company or a
               Subsidiary under or followed by such circumstances
               as would constitute a breach of any material
               provision of any employment or other agreement
               between him and the Company or a Subsidiary, or
               (iii) shall have committed an act of dishonesty
               not discovered by the Company or a Subsidiary
               prior to the cessation of his employment with the
               Company or a Subsidiary, but which would have
               resulted in his discharge if discovered prior to
               such date, or (iv) shall, either before or after
               cessation of his employment with the Company or a
               Subsidiary, without the written consent of his
               employer, use (except for the benefit of his
               employer) or disclose to any other person any
               confidential information relating to the
               continuation or proposed continuation of his
               employer s business or any trade secrets of the
               Company or a Subsidiary obtained as a result of or
               in connection with such employment, or (v) shall,
               either before or after the cessation of his
               employment with the Company or a Subsidiary,
               without the written consent of his employer,
               directly or indirectly, give advice to, or serve
               as an employee, director, officer, or trustee of,
               or in any similar capacity with, or otherwise
               directly or indirectly participate in the
               management, operation, or control of, or have any
               direct or indirect financial interest in, any
               corporation, partnership, or other organization
               which directly or indirectly competes in any
               respect with the Company or its Subsidiaries, then
               forthwith from the happening of any such event,
               any Stock Option then held by such Participant
               shall terminate and become void to the extent that
               it then remains unexercised. In the event that a
               Participant shall cease to be employed by the
               Company or a Subsidiary for any reason other than
               his death or one or more of the reasons set forth
               in the immediately preceding sentence, subject to
               the condition that no Stock Option shall be
               exercisable after the expiration of ten (10) years
               from the date it is granted, or, in the case of a
               10% Stockholder, five (5) years from the date it
               is granted, such Participant shall have the right
               to exercise the Stock Option at any time within
               three (3) months after such termination of
               employment to the extent his right to exercise
               such Stock Option had accrued pursuant to this
               Plan at the date of such termination and had not
               previously been exercised; such three-month limit
               shall be increased to one year for any Participant
               who ceases to be employed by the Company or a
               Subsidiary because he is permanently and totally
               disabled (within the meaning of Section 22(e)(3)
               of the Code). Whether authorized leave of absence
               or absence for military or governmental service
               shall constitute termination of employment, for
               purposes of the Plan, shall be determined by the
               Committee, which determination shall be final and
               conclusive.

          (b)  If a Participant shall die while in the employ of
               the Company or a Subsidiary or within a period of
               three months (one year in the case of disability)
               after the termination of his employment with the
               Company and all Subsidiaries and shall not have
               fully exercised any Stock Option, the Stock Option
               may be exercised subject to the condition that no
               Stock Option shall be exercisable after the
               expiration of ten (10) years from the date it is
               granted, or, in the case of a 10% Stockholder,
               five (5) years from the date it is granted, to the
               extent that the Participant s right to exercise
               such Stock Option had accrued pursuant to this
               Plan at the time of his death and had not
               previously been exercised, at any time within one
               year after the Participant s death, by the
               personal representative of the Participant or by
               any person or persons who shall have acquired the
               Stock Option directly from the Participant by
               bequest or inheritance.

4.   MISCELLANEOUS PROVISIONS

     4.1  Adjustments Upon Changes in Capitalization

          In the event of changes to the outstanding shares of
          Common Stock of the Company through reorganization,
          merger, consolidation, recapitalization,
          reclassification, stock split-up, stock dividend, stock
          consolidation or otherwise, or in the event of a sale
          of all or substantially all of the assets of the
          Company, an appropriate and proportionate adjustment
          shall be made in the number and kind of shares as to
          which Stock Options may be granted. A corresponding
          adjustment changing the number or kind of shares and/or
          the purchase price per share of unexercised Stock
          Options or portions thereof which shall have been
          granted prior to any such change, shall likewise be
          made. Notwithstanding the foregoing, in the case of a
          reorganization, merger or consolidation, or sale of all
          or substantially all of the assets of the Company, in
          lieu of adjustments as aforesaid, the Committee may in
          its discretion accelerate the date after which a Stock
          Option may or may not be exercised or the stated
          expiration date thereof. Adjustments or changes under
          this Section shall be made by the Committee, whose
          determination as to what adjustments or changes shall
          be made, and the extent thereof, shall be final,
          binding and conclusive.

     4.2  Non-Transferability

          No Stock Option shall be transferable except by will or
          the laws of descent and distribution, nor shall any
          Stock Option be exercisable during the Participant s
          lifetime by any person other than the Participant or
          his guardian or legal representative. 

     4.3  Withholding

          The Company s obligation under this Plan shall be
          subject to applicable federal, state and local tax
          withholding requirements.  Federal, state and local
          withholding tax due at the time of a grant or upon the
          exercise of any Stock Option may, in the discretion of
          the Committee, be paid in shares of Common Stock
          already owned by the Participant or through the
          withholding of shares otherwise issuable to such
          Participant, upon such terms and conditions as the
          Committee shall determine.  If the Participant shall
          fail to pay, or make arrangements satisfactory to the
          Committee for the payment, to the Company of all such
          federal, state and local taxes required to be withheld
          by the Company, then the Company shall, to the extent
          permitted by law, have the right to deduct from any
          payment of any kind otherwise due to such Participant
          an amount equal to any federal, state or local taxes of
          any kind required to be withheld by the Company.

     4.4  Compliance with Law and Approval of Regulatory Bodies

          No Stock Option shall be exercisable and no shares will
          be delivered under the Plan except in compliance with
          all applicable Federal and state laws and regulations
          including, without limitation, compliance with all
          Federal and state securities laws and withholding tax
          requirements and with the rules of all domestic stock
          exchanges on which the Company s shares may be listed.
          Any share certificate issued to evidence shares for
          which a Stock Option is exercised may bear legends and
          statements the Committee shall deem advisable to assure
          compliance with Federal and state laws and regulations.
          No Stock Option shall be exercisable and no shares will
          be delivered under the Plan, until the Company has
          obtained consent or approval from regulatory bodies,
          Federal or state, having jurisdiction over such matters
          as the Committee may deem advisable. In the case of the
          exercise of a Stock Option by a person or estate
          acquiring the right to exercise the Stock Option as a
          result of the death of the Participant, the Committee
          may require reasonable evidence as to the ownership of
          the Stock Option and may require consents and releases
          of taxing authorities that it may deem advisable. 

     4.5  No Right to Employment

          Neither the adoption of the Plan nor its operation, nor
          any document describing or referring to the Plan, or
          any part thereof, nor the granting of any Stock Options
          hereunder, shall confer upon any Participant under the
          Plan any right to continue in the employ of the Company
          or any Subsidiary, or shall in any way affect the right
          and power of the Company or any Subsidiary to terminate
          the employment of any Participant under the Plan at any
          time with or without assigning a reason therefor, to
          the same extent as might have been done if the Plan had
          not been adopted.

     4.6  Exclusion from Pension Computations

          By acceptance of a grant of a Stock Option under the
          Plan, the recipient shall be deemed to agree that any
          income realized upon the receipt or exercise thereof or
          upon the disposition of the shares received upon
          exercise will not be taken into account as  base
          remuneration ,  wages ,  salary  or  compensation  in
          determining the amount of any contribution to or
          payment or any other benefit under any pension,
          retirement, incentive, profit-sharing or deferred
          compensation plan of the Company or any Subsidiary.

     4.7  Abandonment of Options

          A Participant may at any time abandon a Stock Option
          prior to its expiration date. The abandonment shall be
          evidenced in writing, in such form as the Committee may
          from time to time prescribe. A Participant shall have
          no further rights with respect to any Stock Options so
          abandoned.

     4.8  Interpretation of the Plan

          Headings are given to the sections of the Plan solely
          as a convenience to facilitate reference, such
          headings, numbering and paragraphing shall not in any
          case be deemed in any way material or relevant to the
          construction of the Plan or any provisions thereof. The
          use of the masculine gender shall also include within
          its meaning the feminine. The use of the singular shall
          also include within its meaning the plural and vice
          versa.

     4.9  Use of Proceeds

          Funds received by the Company upon the exercise of
          Stock Options granted under the Plan shall be used for
          the general corporate purposes of the Company.

     4.10 Construction of Plan

          The place of administration of the Plan shall be in the
          State of Nevada, and the validity, construction,
          interpretation, administration and effect of the Plan
          and of its rules and regulations, and rights relating
          to the Plan, shall be determined solely in accordance
          with the laws of the State of Nevada.

EX-10

                                                   Exhibit 10(f)

                      CIRCUS CIRCUS ENTERPRISES, INC.

              AMENDED AND RESTATED 1991 STOCK INCENTIVE PLAN

                  (As Amended and Restated April 25,1997)

    1.   Purposes.  The purposes of the Circus Circus
Enterprises, Inc. Amended and Restated 1991 Stock Incentive Plan
(the Plan ) are (i) to promote the long term financial interests
and growth of Circus Circus Enterprises, Inc. (the  Company ) by
motivating executive personnel by means of growth-related
incentives, providing incentive compensation opportunities that are
competitive with those of other major corporations and furthering
the identity of interests of participants with those of the
stockholders of the Company, and (ii) to strengthen the Company s
ability to attract and retain the services of experienced and
knowledgeable non-employee directors and by encouraging such
directors to acquire an increased proprietary interest in the
Company.

    2.   Definitions.  The following definitions are
applicable to the Plan:

          Affiliate  means any entity 100 percent owned,
    directly or indirectly, by the Company and any other
    entity more than 50 percent of which is owned, directly
    or indirectly, by the Company and which is so designated
    by the Committee.

          Code  means the Internal Revenue Code of 1986, as
amended, and any successor statute.

          Committee  means a committee of two or more
    directors of the Company as shall be designated by the
    Board of Directors of the Company from time to time.  To
    the extent possible, and to the extent the Board of
    Directors deems it necessary or appropriate, each member
    of the Committee shall be a  Non-Employee Director  (as
    such term is defined in Rule 16b-3) and an  Outside
    Director  (as such term is defined in Treasury
    Regulations Section 1.162-27 promulgated under the Code). 
    The Board of Directors may from time to time remove
    members from, or add members to, the Committee. 
    Vacancies on the Committee, howsoever caused, shall be
    filled by the Board of Directors.  The Committee shall
    select one of its members as Chairman, and shall hold
    meetings at such times and places as it may determine.

          Common Stock  means the Common Stock, $.01-2/3 par
    value per share, of the Company or such other securities
    as may be substituted therefor pursuant to paragraph
    7(f).

         The  fair market value  of the Common Stock shall
    (except as otherwise provided in paragraph 6(d)) mean the
    last reported sale price of the Common Stock on the New
    York Stock Exchange Composite Tape on the day fair market
    value is to be determined and, in absence of any sale on
    such day, fair market value as the Committee shall, in
    good faith, determine.

          Eligible Director  means a member of the Company s
    Board of Directors who is not otherwise an employee of
    the Company or any subsidiary of the Company.

          Employee Participant  means any officer or other
    key employee of the Company or an Affiliate with
    managerial or supervisory responsibilities whom the
    Committee determines has contributed significantly to the
    Company s past success or is in a position to influence
    its continued success who is selected by the Committee
    (other than an employee of the Company who at the time
    that any share-value incentive is granted under the Plan
    owns or, after giving effect to the Common Stock to be
    issued or referenced under the share-value incentive and
    under all other options, warrants and similar awards with
    respect to the Company held by such employee, is deemed
    to own 10% or more of the total combined voting power or
    value of all classes of stock of the Company).

          Formula Award  means an  Initial Grant  (as
    defined) made to an Eligible Director pursuant to
    paragraph 6(b) or an  Annual Grant  (as defined) made to
    an Eligible Director pursuant to paragraph 6(c).

          Rule 16b-3  means such rule adopted under the
    Securities Exchange Act of 1934, as amended, or any
    successor rule.

    3.   Administration.  The Plan shall be administered by
the Committee. Subject to the limitations of the Plan, the
Committee shall have the sole and complete authority: (i) to select
Employee Participants in the Plan, (ii) to make share-value
incentive grants to Employee Participants in such forms and amounts
as it shall determine, (iii) to impose such limitations,
restrictions and conditions upon such share-value incentive grants
to Employee Participants as it shall deem appropriate, (iv) to
interpret the Plan and to adopt, amend and rescind administrative
guidelines and other rules and regulations relating to the Plan,
(v) to correct any defect or omission or to reconcile any
inconsistency in the Plan or in any share-value incentive granted
hereunder, and (vi) to make all other determinations and to take
all other actions necessary or advisable, in its discretion, for
the implementation and administration of the Plan. The Committee
may provide for the issuance of Common Stock to Employee
Participants as a stock grant for no consideration other than
services rendered or, to the extent permitted by applicable State
law, to be rendered. The Committee s determinations on matters
within its authority shall be conclusive and binding upon the
Company and all other persons. All expenses associated with the
Plan shall be borne by the Company, subject to such allocation to
its Affiliates and operating units as it deems appropriate. The
Committee may amend or modify any share-value incentive grant to an
Employee Participant in any manner to the extent that the Committee
would have had the authority under the Plan to initially make such
share-value incentive grant, but no such amendment or modification
shall impair the rights of any Employee Participant under any
share-value incentive grant without the consent of such Employee
Participant.

    4.   Limitation on Aggregate Shares.  The number of
shares of Common Stock with respect to which share-value incentives
may be granted to Employee Participants and Formula Awards may be
made to Eligible Directors under the Plan and which may be issued
upon the exercise or payment thereof shall not exceed, in the
aggregate, 3,000,000 shares, and the number of such shares which
shall be available for issuance pursuant to Formula Awards made to
Eligible Directors under the Plan shall be 525,000; provided,
however, that to the extent any share-value incentives granted to
Employee Participants or Formula Awards made to Eligible Directors
expire unexercised or unpaid or are canceled, terminated or
forfeited in any manner without the issuance of shares of Common
Stock thereunder, such shares shall again be available under the
Plan. To the extent a restricted stock grant or performance shares
grant to an Employee Participant is exercised for cash, it shall be
treated as an issuance of a number of shares equal to the number of
shares upon which the restricted stock grant or performance shares
grant was based so as to reduce shares otherwise available for the
future issuance under the Plan. The 3,000,000 shares of Common
Stock which may be the subject of awards pursuant to the Plan may
be either authorized and unissued shares, treasury shares, or a
combination thereof, as the Committee shall determine.

    5.   Share-Value Incentives.  The Committee may grant to
Employee Participants, in accordance with this paragraph 5 and
other provisions of the Plan, stock options, restricted stock and
performance shares.

    (a)  Options.

         (i)  Options granted to an Employee Participant
    under the Plan may be incentive stock options within the
    meaning of Section 422 of the Code or any successor
    provisions, or in such other form, consistent with the
    Plan, as the Committee may determine.
    
         (ii) The option price per share of Common Stock for
    an option granted to an Employee Participant shall be
    fixed by the Committee at not less than 100% of the fair
    market value of a share of Common Stock on the date of
    grant.
    
         (iii) Options granted to an Employee Participant
    shall be exercisable at such time or times as the
    Committee shall determine at or subsequent to grant.

         (iv) Options granted to an Employee Participant
    shall be exercised in whole or in part by written notice
    to the Company (to the attention of the Company s
    Corporate Secretary), signed by the Employee Participant
    exercising the option, stating the number of shares of
    Common Stock with respect to which the option is being
    exercised and accompanied by payment in full of the
    option price. Payment of the option price for an option
    granted to an Employee Participant may be made, at the
    discretion of the optionee, and to the extent permitted
    by the Committee, (A) in cash (including check, bank
    draft, or money order), (B) in Common Stock (valued at
    the fair market value thereof on the date of exercise),
    (C) by a combination of cash and Common Stock or (D) with
    any other consideration deemed acceptable by the
    Committee. The date both such notice and payment are
    received by the office of the Corporate Secretary of the
    Company shall be the date of exercise of the option as to
    the number of shares specified.

    (b)  Restricted Stock.

         (i)  The Committee may transfer to any Employee
    Participant shares of Common Stock, subject to this
    paragraph 5(b) and such other terms and conditions
    (including, without limitation, performance goals similar
    to those described in paragraph 5(c)) as the Committee
    may prescribe (such shares being called  restricted
    stock ). Each certificate for restricted stock shall be
    registered in the name of the Employee Participant and
    deposited, together with a stock power endorsed in blank,
    with the Company.

         (ii) There shall be established for each restricted
    stock grant to an Employee Participant one or more
    restriction periods of such length as shall be determined
    by the Committee. No restriction period shall exceed 10
    years from the date of the grant. Shares of restricted
    stock may not be sold, assigned, transferred, pledged or
    otherwise encumbered, except as hereinafter provided,
    during the applicable restriction period. Except for such
    restrictions on transfer and such other restrictions as
    the Committee may impose, the Employee Participant shall
    have all the rights of a holder of Common Stock as to
    such restricted stock. The Committee, in its sole
    discretion, may permit or require the payment of cash
    dividends to be deferred and, if the Committee so
    determines, reinvested in additional restricted stock or
    otherwise invested. At the expiration of each restriction
    period, the Company shall redeliver to the Employee
    Participant (or the Employee Participant s legal
    representative or designated beneficiary) certificates
    deposited pursuant to this paragraph representing the
    shares with respect to which the applicable restrictions
    and conditions have been satisfied.

         (iii)     Except as provided by the Committee at the
    time of grant or otherwise, upon termination of
    employment of an Employee Participant for any reason
    during a restriction period applicable to restricted
    stock of such Employee Participant, all shares still
    subject to restriction shall be forfeited by the Employee
    Participant.

    (c)   Performance Shares.   Performance shares, measured
in whole or in part by the value of shares of Common Stock, the
performance of the participant, the performance of the Company, its
subsidiaries or any separate business units or properties thereof,
or any combination thereof, may be granted to Employee Participants
under the Plan. Such share-value incentives may be payable in
Common Stock, cash or both, and shall be subject to such
restrictions and conditions, as the Committee shall determine. At
the time of a performance shares grant to an Employee Participant,
the Committee shall determine, in its sole discretion, one or more
performance periods and performance goals to be achieved during the
applicable performance periods. No performance period shall exceed
10 years from the date of the grant. A performance shares grant to
an Employee Participant may be made subject to such later revisions
as the Committee shall deem appropriate to reflect significant
unforeseen events such as changes in laws, regulations or
accounting practices, or unusual or nonrecurring items or
occurrences. The Committee shall determine the extent to which
performance goals have been attained or a degree of achievement
between maximum and minimum levels in order to evaluate the level
of payment to be made, if any.

    (d)  Time Limit.  No share-value incentive granted to an
Employee Participant under the Plan shall be subject to exercise
beyond and no conditions or performance goals shall be susceptible
of satisfaction beyond a period of 10 years after the date of the
grant thereof.

    6.   Formula Awards to Eligible Directors.

    (a)  General.  Each Formula Award granted under the Plan
shall be evidenced by an agreement (an  Agreement ) duly executed
on behalf of the Company and by the Eligible Director to whom such
Formula Award is granted and dated as of the applicable date of
grant. Each Agreement shall be signed on behalf of the Company by
an officer or officers delegated such authority by the Committee
using either manual or facsimile signature. Each Agreement shall
comply with and be subject to the terms and conditions of the Plan.
Any Agreement may contain such other terms, provisions and
conditions not inconsistent with the Plan or this paragraph 6 as
may be determined by the Committee. All Formula Awards granted
under the Plan shall be non-statutory options not intended to
qualify under Section 422 of the Code.

    (b)  Initial Grants.  Subject to the limitation in
paragraph 6(n), an option to purchase 7,500 shares of Common Stock
pursuant to clause (i) of this paragraph 6(b) or 10,000 shares of
Common Stock pursuant to clause (ii) of this paragraph 6(b), as the
case may be (as adjusted in each case pursuant to paragraph 6(1))
(and in the case of each grant pursuant to clause (i) of this
paragraph 6(b), multiplied by the number of consecutive annual
meetings of the Company s stockholders, including the annual
meeting at which stockholders approve an amendment to the Plan
providing for the grant of Formula Awards, at which the Eligible
Director in question was elected to serve as a Director of the
Company and/or after which he continued to be a Director of the
Company) shall be granted to:

         (i)  each member of the Company s Board of Directors
    (a  Director ) who is an Eligible Director immediately
    following the annual meeting of the Company s
    stockholders at which stockholders approve an amendment
    to the Plan providing for the grant of Formula Awards,
    and

         (ii) each other Eligible Director immediately
    following the annual meeting of the Company s
    stockholders at which such Director is first elected or
    immediately following the first annual meeting of the
    Company s stockholders after such Eligible Director is
    first elected or appointed by the Company s Board of
    Directors to be a Director, whichever is applicable
    (each, an  Initial Grant ); provided, however, that if an
    Eligible Director who previously received an Initial
    Grant pursuant to this paragraph 6(b) terminates service
    as a Director and is subsequently elected or appointed to
    the Company s Board of Directors, such Director shall not
    be eligible to receive a second Initial Grant pursuant to
    this paragraph 6(b), but shall be eligible to receive
    only Annual Grants (as defined) pursuant to paragraph
    6(c).

    (c)  Annual Grants.  Subject to the limitation in
paragraph 6(n), an option to purchase 10,000 shares of Common Stock
(as adjusted pursuant to paragraph 6(1)) shall be granted
automatically each year, immediately following the annual meeting
of the Company s stockholders, to each Director who is an Eligible
Director at such time and who is not entitled to receive an Initial
Grant pursuant to paragraph 6(b) immediately following such annual
meeting (each, an  Annual Grant ).

    (d)  Formula Award Exercise Price.  The exercise price
per share for an Initial Grant or an Annual Grant shall be the
average of the Fair Market Values (as hereinafter defined) for the
fifth (5th) through the ninth (9th) business days (which, for
purposes of this paragraph 6(d) shall mean those days on which the
New York Stock Exchange is open for trading) following the date of
grant. For purposes of the preceding sentence,  Fair Market Value 
equals the mean of the high and low per share trading prices for
the Common Stock as reported in The Wall Street Journal for New
York Stock Exchange Composite Transactions.

    (e)  Vesting and Exercisability.  Except as otherwise
provided in paragraph 6(h), a Formula Award shall vest and become
non-forfeitable when, and only if, the optionee continues to serve
as a Director until the first annual meeting of the Company s
stockholders held following the year in which the option was
granted. Except as otherwise provided in paragraph 6(h), a Formula
Award shall thereafter become exercisable according to the
following schedule:

     Period of Optionee s Continuous         Portion of Formula
     Service as a Director of the                   Award that is
     Company                                   Exercisable      

From the First Annual Meeting of
 Stockholders subsequent to the grant to
 the second Annual Meeting of Stockholders 
 subsequent to the grant . . . . . . . . . .                40%
From the second Annual Meeting of Stockholders
 subsequent to the grant to the third 
 Annual Meeting of Stockholders subsequent to
 the grant . . . . . . . . . . . . . . . . .                70%
From the third Annual Meeting of Stockholders
 subsequent to the grant to the expiration
 of the term of the Formula Award. . . . . .               100%

    (f)  Time and Manner of Exercise.  Except as otherwise
provided in this paragraph 6(f), any vested Formula Award, to the
extent the same is exercisable in accordance with paragraph 6(e),
is exercisable in whole or in part at any time or from time to time
until the expiration or termination of its term in accordance with
paragraph 6(h) by giving written notice, signed by the person
exercising the Formula Award, to the Company (to the attention of
the Company s Corporate Secretary) stating the number of shares of
Common Stock with respect to which the Formula Award is being
exercised, accompanied by payment in full of the option exercise
price for the number of shares of Common Stock to be purchased. The
date both such notice and payment are received by the office of the
Secretary of the Company shall be the date of exercise of the
Formula Award as to such number of shares. Notwithstanding any
provision to the contrary, no Formula Award may at any time be
exercised with respect to a fractional share.

    (g)  Payment of Exercise Price.  Payment of the exercise
price for a Formula Award may be in cash or by bank-certified,
cashier s, or personal check or, to the extent permitted by the
Committee, payment may be in whole or in part by

         (i)  transfer to the Company of shares of the Common
    Stock having a Fair Market Value (as defined in paragraph
    6(d)) on the date of exercise equal to the exercise
    price, or

         (ii) delivery of instructions to the Company to
    withhold from the shares of Common Stock that would
    otherwise be issued on the exercise that number of such
    shares having a Fair Market Value (as defined in
    paragraph 6(d)) equal to the exercise price.

    If the Fair Market Value (as defined in paragraph 6(d))
of the number of whole shares of Common Stock transferred or the
number of whole shares of Common Stock withheld is less than the
total exercise price, the shortfall must be paid in cash.

    (h)  Term of Formula Awards.  Each Formula Award shall
expire ten (10) years from its date of grant, but shall be subject
to earlier termination as follows:

         (i)  In the event of the termination of a Formula
    Award holder s service as a Director, other than by
    reason of retirement, total and permanent disability, or
    death, the then-outstanding Formula Awards of such holder
    (whether or not then vested and whether or not then
    exercisable) shall automatically expire on (and may not
    be exercised on) the effective date of such termination.
    For purposes of this paragraph 6(h), the phrase  by
    reason of retirement  means (a) mandatory retirement
    pursuant to Board policy or (b) termination of service at
    a time when the holder would be entitled to a retirement
    benefit under the Circus Circus Employees  Profit Sharing
    and Investment Plan, as then in effect, if the holder
    were an employee of the Company.

         (ii) In the event of the termination of a Formula
    Award holder s service as a Director by reason of
    retirement or total and permanent disability, the then-
    outstanding Formula Awards of such holder that have
    vested pursuant to paragraph 6(e) (including, without
    limitation, any Formula Awards or portions thereof which
    vest in accordance with paragraph 6(e) on the date of
    termination) shall become exercisable, to the full extent
    of the number of shares of Common Stock remaining covered
    by such Formula Awards, regardless of whether such
    Formula Awards were previously exercisable, and each such
    Formula Award shall expire one year after the date of
    such termination or on the stated grant expiration date,
    whichever is earlier.

         (iii)     In the event of the death of a Formula
    Award holder while such holder is a Director, the then
    outstanding Formula Awards of such holder that have
    vested pursuant to paragraph 6(e) (including, without
    limitation, any Formula Awards or portions thereof which
    vest in accordance with paragraph 6(e) on the date of
    death) shall become exercisable, to the full extent of
    the number of shares of Common Stock remaining covered by
    such Formula Awards, regardless of whether such Formula
    Awards were previously exercisable, and each such Formula
    Award shall expire one year after the date of death of
    such optionee or on the stated grant expiration date,
    whichever is earlier.

    Exercise of a deceased holder s Formula Awards that are
still exercisable shall be by the estate of such holder or by the
person or persons to whom the holder s rights have passed by will
or the laws of descent and distribution.

    (i)  Transferability.  The right to exercise a Formula
Award granted under the Plan shall, during the lifetime of the
Eligible Director to whom such Formula Award was granted, be
exercisable only by such recipient or pursuant to a qualified
domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder (a
 QDRO ) and shall not be assignable or transferable by such
recipient other than by will or the laws of descent and
distribution or a QDRO. Any purported transfer contrary to this
provision will be null and void and without effect.

    (j)  Limitation of Rights.  Neither the recipient of a
Formula Award under the Plan nor the recipient s successor or
successors in interest shall have any rights as a stockholder of
the Company with respect to any shares of Common Stock subject to
a Formula Award granted to such person until the date of issuance
of a stock certificate for such shares of Common Stock.

    (k)  Limitation as to Directorship.  Neither the Plan,
nor the granting of a Formula Award, nor any other action taken
pursuant to the Plan shall constitute or be evidence of any
agreement or understanding, express or implied, that an Eligible
Director has a right to continue as a Director for any period of
time or at any particular rate of compensation.

    (1)  Capital Adjustments.  The number and class of shares
with respect to which a Formula Award may be granted to an Eligible
Director under the Plan, the number and class of shares subject to
each outstanding Formula Award, and the exercise price per share
specified in each such Formula Award shall be proportionately
adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a split-up or consolidation
of shares or any like capital adjustment or the payment of any
stock dividend, or other increase or decrease in the number of such
shares effected without receipt of consideration by the Company.
For purposes of the preceding sentence, the Company shall be deemed
to have received consideration for any shares issued pursuant to
this or any other employee benefit plan meeting the requirements of
Rule 16b-3.

    (m)  Limit on Awards to Eligible Directors. 
Notwithstanding any provision of the Plan to the contrary, an
Eligible Director shall not be entitled to receive or participate
in any award under the Plan other than Formula Awards which are
granted to such Eligible Director pursuant to paragraphs 6(b) and
6(c) and meet all of the requirements of paragraph 6 applicable
thereto.

    (n)  Termination of Formula Awards.  Notwithstanding any
provision to the contrary, no Formula Award shall be granted
pursuant to paragraph 6(b) or 6(c) on a date when the number of
shares of Common Stock authorized for issuance pursuant to the Plan
and then available for issuance pursuant to new Formula Awards is
less than the aggregate number of such shares which would be
issuable pursuant to Formula Awards otherwise required to be
granted on such date, assuming the full vesting and exercise of
such Formula Awards. In the event Formula Awards are not granted as
a result of the application of this paragraph 6(n), no Formula
Awards shall thereafter be granted pursuant to the Plan.

    (o) Conflicting Provisions.  In the event of any conflict
between a provision of this paragraph 6 and a provision in any
other paragraph of the Plan with respect to Formula Awards, such
provision of this paragraph 6 shall be deemed to control.

    7.   Miscellaneous Provisions.

    (a)  Effective Date and Term.  The Plan is effective as
of the date it is adopted by the holders of at least a majority of
the outstanding shares of the Company s Common Stock present in
person or by proxy and entitled to vote at the Company s 1991
Annual Meeting of Stockholders. Unless extended by the stockholders
of the Company and subject to paragraph 7(k), this Plan shall
expire upon the expiration of a ten-year period commencing on the
effective date of the Plan, however, the Plan shall continue
thereafter to govern all awards granted before that date until the
exercise, expiration or cancellation of such awards.

    (b)  Rights as Stockholder.  An Employee Participant
under the Plan shall have no right as a holder of the Company s
Common Stock with respect to share-value incentives granted
hereunder, and an Eligible Director shall have no right as a holder
of the Company s Common Stock with respect to Formula Awards
granted hereunder, unless and until certificates for shares of the
Company s Common Stock are issued to the Employee Participant or
Eligible Director, as the case may be. Common Stock issued to an
Employee Participant pursuant to a share-value incentive grant
shall nevertheless be subject to such limitations and restrictions
contained in the agreement with respect to the grant.

    (c)  Funding of the Plan.  The Plan shall be unfunded.
The Company shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure
the payment of any share value incentive grant or Formula Award
under the Plan.

    (d)  Agreements.  Each share-value incentive granted to
an Employee Participant under the Plan shall be evidenced by an
agreement in such form and containing such terms and conditions
(not inconsistent with the Plan) as the Committee shall determine
in its sole discretion.

    (e)  Non-Transferability.  No share-value incentive grant
to an Employee Participant under the Plan, and no interest therein,
shall be transferable by the Employee Participant otherwise than by
will or the laws of descent and distribution or pursuant to a QDRO.
All share-value incentive grants to an Employee Participant shall
be exercisable or received during the Employee Participant s
lifetime only by the Employee Participant or pursuant to a QDRO.
Any purported transfer contrary to this provision will be null and
void and without effect.

    (f)  Adjustments Upon Certain Changes.  In the event of
a merger, consolidation, reorganization, recapitalization, spinoff,
stock dividend or stock split, or combination or other increase or
reduction in the number of issued shares of Common Stock, or
extraordinary cash dividend or any other similar event, the Board
of Directors or the Committee may, in order to prevent the dilution
or enlargement of rights under share-value incentive grants or
Formula Awards, make such adjustments in the number and type of
shares authorized by the Plan, the number and type of shares
covered by, or with respect to which payments are measured under,
outstanding share-value incentive grants and the exercise prices
specified therein as may be determined to be appropriate and
equitable.

    (g)  Tax Withholding.  The Committee shall have the power
to withhold, or require an Employee Participant to remit to the
Company, an amount sufficient to satisfy any withholding or other
tax due with respect to any amount payable and/or shares issuable
under the Plan, and the Committee may defer such payment or
issuance unless indemnified to its satisfaction. Subject to the
consent of the Committee, an Employee Participant may make an
irrevocable election to have shares of Common Stock otherwise
issuable under a share-value incentive grant withheld, tender back
to the Company shares of Common Stock received pursuant to a share-
value incentive grant or deliver to the Company previously acquired
shares of Common Stock having a fair market value sufficient to
satisfy all or part of the participant s estimated tax obligations
associated with the transaction. Such election must be made by an
Employee Participant prior to the date on which the relevant tax
obligation arises. The Committee may disapprove of any election and
may limit, suspend or terminate the right of an Employee
Participant to make such elections.

    (h)  Listing and Legal Compliance.  The Committee may
suspend the exercise or payment of any share value incentive grant
or Formula Award so long as it determines that securities exchange
listing, or any registration, approval or other action under any
gaming or securities laws or regulations, is required in connection
therewith and has not been completed on terms acceptable to the
Committee. The Committee shall have the right to condition any such
issuance or transfer upon receipt by the Company of written
undertakings to comply with such restrictions on subsequent
disposition of such shares as the Committee or the Company shall
reasonably deem necessary or advisable as a result of any
applicable law, regulation or official interpretations thereof, and
certificates representing such shares may be legended to reflect
any such restrictions or may be made subject to a stop transfer
restriction with the Company s transfer agent.

    (i)  Beneficiary Designation.  Subject to paragraphs 6(i)
and 7(e), each Employee Participant and Eligible Director may name,
from time to time, beneficiaries (who may be named contingently or
successively) to whom benefits under the Plan are to be paid in the
event of such Employee Participant s or Eligible Director s death
before they receive any or all such benefits. Each designation will
revoke all prior designations by the same Employee Participant or
Eligible Director, shall be in a form prescribed by the Committee,
and will be effective only when filed by the Employee Participant
or Eligible Director in writing with the Committee during the
Employee Participant s or Eligible Director s lifetime. In the
absence of any such designation, vested benefits remaining unpaid
at the Employee Participant s or Eligible Director s death shall be
paid to the Employee Participant s or Eligible Director s estate.

    (j)  Rights of Participants.  Nothing in the Plan shall
interfere with or limit in any way the right of the Company or any
subsidiary to terminate any Employee Participant s employment at
any time, nor confer upon any Employee Participant any right to
continue in the employ of the Company or any subsidiary for any
period of time or to continue his or her present or any other rate
of compensation. No employee shall have a right to be selected as
an Employee Participant, or, having been so selected, to be
selected again as an Employee Participant, except as may be
provided in any written agreement between the Company and such
employee.

    (k)  Amendment, Suspension and Termination of Plan.  The
Board of Directors may amend, terminate or suspend the Plan at any
time, in its sole and absolute discretion; provided, however, that
if required to qualify the Plan under Rule 16b-3, no amendment
shall be made more than once every six (6) months that would change
the amount, price or timing of Formula Awards (or any other
provision of the Plan the amendment of which would cause the Plan
to fail to qualify under Rule 16b-3), other than to comport with
changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act, or the rules and
regulations promulgated thereunder; and provided, further, that no
amendment shall be made without the approval of the Company s
stockholders that would 

         (i)  materially increase the number of shares of
    Common Stock that may be issued under the Plan, or

         (ii) otherwise materially increase the benefits
    accruing to participants under the Plan.

    No amendment, suspension or termination of the Plan shall
impair the rights of Employee Participants under outstanding share-
value incentive grants or Eligible Directors under Formula Awards
without the consent of the Employee Participants and/or Eligible
Directors affected thereby or make any change that would disqualify
the Plan, or any other plan of the Company intended to be so
qualified, from the exemption provided by Rule 16b-3.

    (1)  Misconduct.  In the event that an Employee
Participant (i) shall cease to be employed by the Company or a
subsidiary because of his discharge for dishonesty, or because he
violated any material provision of any employment or other
agreement between him and the Company or a subsidiary, or (ii)
shall voluntarily resign or terminate his employment with the
Company or a subsidiary under or followed by such circumstances as
would constitute a breach of any material provision of any
employment or other agreement between him and the Company or a
subsidiary, or (iii) shall have committed an act of dishonesty not
discovered by the Company or a subsidiary prior to the cessation of
his employment with the Company or a subsidiary, but which would
have resulted in his discharge if discovered prior to such date, or
(iv) shall, either before or after cessation of his employment with
the Company or a subsidiary, without the written consent of the
Company or a subsidiary, use (except for the benefit of the Company
or a subsidiary) or disclose to any other person any confidential
information relating to the continuation or proposed continuation
of the business or any trade secrets of the Company or a subsidiary
obtained as a result of or in connection with such employment, or
(v) shall, either before or after the cessation of his employment
with the Company or a subsidiary, without the written consent of
the Company or a subsidiary, directly or indirectly, give advice
to, or serve as an employee, director, officer, or trustee of, or
in any similar capacity with, or otherwise directly or indirectly
participate in the management, operation, or control of, or have
any direct or indirect financial interest in, any corporation,
partnership, or other organization which directly or indirectly
competes in any respect with the Company or its subsidiaries, or
(vi) shall cease to be employed by the Company or a subsidiary
because of his inability to continue as an employee under any law
or governmental regulation, including any Nevada gaming law or
regulation, or (vii) shall voluntarily resign or terminate his
employment with the Company or a subsidiary under or followed by
such circumstances as would have rendered him unable to have
continued as an employee under any law or governmental regulation,
including any Nevada gaming law or regulation, then forthwith from
the happening of any such event, any share-value incentive grant
then held by such Employee Participant shall terminate and become
void to the extent that, in the case of a stock option, it then
remains unexercised and, in the case of any other share-value
incentive grant, any condition or performance goal under it then
has not been met or satisfied. Additional forfeiture provisions may
be included within the terms of any share-value incentive grant to
an Employee Participant as may be determined by the Committee in
its discretion.

    (m)  Governing Law.  The validity and construction of the
Plan, its rules and regulations and any agreements entered into
thereunder shall be governed by the laws of the State of Nevada
(but not including choice of law rules thereof).

EX-10

                                                   Exhibit 10(g)

                      CIRCUS CIRCUS ENTERPRISES, INC.

                          1993 STOCK OPTION PLAN

                 (As Amended and Restated April 25, 1997)


1.  PURPOSES OF THE PLAN

    The purposes of this 1993 Stock Option Plan (the  Plan )
are to enable Circus Circus Enterprises, Inc. (the  Company ) and
its Subsidiaries to attract and retain the services of officers and
other key employees with managerial, professional or supervisory
responsibilities, to retain able consultants and advisors and to
motivate such persons to use their best efforts on behalf of the
Company.

2.  GENERAL PROVISIONS

    2. 1 Definitions

    As used in the Plan:

         (a)   Board of Directors  means the board of
              Directors of the Company

         (b)   Code  means the Internal Revenue Code of
              1986, including any and all amendments
              thereto.

         (c)   Committee  means the committee appointed by
              the Board of Directors from time to time to
              administer the Plan pursuant to Section 2.2.

         (d)   Common Stock  means the Company s Common
              Stock, $.01-2/3 par value.

         (e)   Fair Market Value  means, with respect to a
              specific date, the last reported sale price of
              the Common Stock on the NYSE Composite Tape on
              the date such Fair Market Value is being
              determined, and, in the absence of any sale on
              such day, the Fair Market Value as determined
              in good faith by the Committee on the basis of
              such quotations and other considerations as
              the Committee deems appropriate.

         (f)   Incentive Stock Option  means an option
              granted under the Plan which is intended to
              qualify as an incentive stock option under
              Section 422 of the Code.

         (g)   NYSE  means the New York Stock Exchange.

         (h)   Non-Qualified Stock Option  means an option
              granted under the Plan which is not an
              Incentive Stock Option.

         (i)   Participant  means a person to whom a Stock
              Option has been granted under the Plan.

         (j)   Rule 16b-3  means Rule 16b-3 promulgated
              under the Securities Exchange Act of 1934, as
              amended, or any successor rule.

         (k)   Stock Option  means an Incentive Stock Option
              or a Non-Qualified Stock Option granted under
              the Plan.

         (l)   Subsidiary  means any corporation (other than
              the Company) in an unbroken chain of
              corporations beginning with the Company if, at
              the time of the granting of the Stock Option,
              each of the corporations other than the last
              corporation in the unbroken chain owns 50% or
              more of the total voting power of all classes
              of stock in one of the other corporations in
              such chain.

    2.2  Administration of the Plan

         (a)  The Plan shall be administered by the
              Committee which shall at all times consist of
              two (2) or more persons, each of whom shall be
              a member of the Board of Directors.  To the
              extent possible, and to the extent the Board
              of Directors deems it necessary or
              appropriate, each member of the Committee
              shall be a  Non-Employee Director  (as such
              term is defined in Rule 16b-3) and an  Outside
              Director  (as such term is defined in Treasury
              Regulations Section 1.162-27 promulgated under
              the Code). The Board of Directors may from
              time to time remove members from, or add
              members to, the Committee. Vacancies on the
              Committee, howsoever caused, shall be filled
              by the Board of Directors. The Committee shall
              select one of its members as Chairman, and
              shall hold meetings at such times and places
              as it may determine.

         (b)  The Committee shall have the full power,
              subject to and within the limits of the Plan,
              to: (i) interpret and administer the Plan, and
              Stock Options granted under it; (ii) make and
              interpret rules and regulations for the
              administration of the Plan and to make changes
              in and revoke such rules and regulations (and
              in the exercise of this power, shall generally
              determine all questions of policy and
              expediency that may arise and may correct any
              defect, omission, or inconsistency in the Plan
              or any agreement evidencing the grant of any
              Stock Option in a manner and to the extent it
              shall deem necessary to make the Plan fully
              effective); (iii) determine those persons to
              whom Stock Options shall be granted and the
              number of Stock Options to be granted to any
              person; (iv) determine the terms of Stock
              Options granted under the Plan, consistent
              with the provisions of the Plan; and (v)
              generally, exercise such powers and perform
              such acts in connection with the Plan as are
              deemed necessary or expedient to promote the
              best interests of the Company. The
              interpretation and construction by the
              Committee of any provisions of the Plan or of
              any Stock Option shall be final, binding and
              conclusive.

         (c)  The Committee may act only by a majority of
              its members then in office; however, the
              Committee may authorize any one (1) or more of
              its members or any officer of the Company to
              execute and deliver documents on behalf of the
              Committee.

         (d)  No member of the Committee shall be liable for
              any action taken or omitted to be taken or for
              any determination made by him or her in good
              faith with respect to the Plan, and the
              Company shall indemnify and hold harmless each
              member of the Committee against any cost or
              expense (including counsel fees) or liability
              (including any sum paid in settlement of a
              claim with the approval of the Committee)
              arising out of any act or omission in
              connection with the administration or
              interpretation of the Plan, unless arising out
              of such person s own fraud or bad faith.

    2.3  Effective Date

    The Plan shall become effective upon its adoption by the
    Board of Directors, and Stock Options may be granted upon
    such adoption and from time to time thereafter, subject,
    however, to approval of the Plan by the affirmative vote
    of the holders of a majority of the shares of the Common
    Stock present in person or by proxy and entitled to vote
    at an annual meeting of the shareholders of the Company
    or at a special meeting of the shareholders of the
    Company expressly called for such purposes, or any
    adjournments thereof, within 12 months after the adoption
    of the Plan by the Board of Directors. If the Plan is not
    approved at such annual or special meeting or at any
    adjournments thereof, this Plan and all Stock Options
    previously granted thereunder shall become null and void.

    2.4  Duration

    If approved by the shareholders of the Company, as
    provided in Section 2.3, unless sooner terminated by the
    Board of Directors, the Plan shall remain in effect for
    a period of ten (10) years following its adoption by the
    Board of Directors.

    2.5  Shares Subject to the Plan

    The maximum number of shares of Common Stock which may be
    subject to Stock Options granted under the Plan shall be
    3,000,000. The Stock Options shall be subject to
    adjustment in accordance with Section 4.1, as
    appropriate, and shares to be issued upon exercise of
    Stock Options may be either authorized and unissued
    shares of Common Stock or authorized and issued shares of
    Common Stock purchased or acquired by the Company for any
    purpose. If a Stock Option or portion thereof shall
    expire or is terminated, canceled or surrendered for any
    reason without being exercised in full, the unpurchased
    shares of Common Stock which were subject to such Stock
    Option or portion thereof shall be available for future
    grants of Stock Options under the Plan.

    2.6  Amendments

    The Plan may be suspended, terminated or reinstated, in
    whole or in part, at any time by the Board of Directors.
    The Board of Directors may from time to time make such
    amendments to the Plan as it may deem advisable,
    including, with respect to Incentive Stock Options,
    amendments deemed necessary or desirable to comply with
    Section 422 of the Code and any regulations issued
    thereunder; provided, however, that without the approval
    of the Company s shareholders no amendment shall be made
    which:

         (a)  Increases the maximum number of shares of
              Common Stock which may be subject to Stock
              Options granted under the Plan (other than as
              provided in Section 4.1, as appropriate); or

         (b)  Extends the term of the Plan; or

         (c)  Increases the period during which a Stock
              Option may be exercised beyond ten years from
              the date of grant; or

         (d)  Otherwise materially increases the benefits
              accruing to Participants under the Plan; or

         (e)  Materially modifies the requirements as to
              eligibility for participation in the Plan; or

         (f)  Will cause Stock Options granted under the
              Plan to fail to meet the requirements of Rule
              16b-3.

    Except as otherwise provided herein, termination or
    amendment of the Plan shall not, without the consent of
    a Participant, affect such Participant s rights under any
    Stock Option previously granted to such Participant.

    2.7  Participants and Grants

    Stock Options may be granted by the Committee to (i)
    officers and other full-time salaried employees of the
    Company and its Subsidiaries with managerial,
    professional or supervisory responsibilities and (ii)
    consultants and advisors who render bona fide services to
    the Company and its Subsidiaries, in each case, where the
    Committee determines that such officer, employee,
    consultant or advisor has the capacity to make a
    substantial contribution to the success of the Company.
    The Committee may grant Stock Options to purchase such
    number of shares of Common Stock (subject to the
    limitations of Section 2.5) as the Committee may, in its
    sole discretion, determine. In granting Stock Options
    under the Plan, the Committee, on an individual basis,
    may vary the number of Incentive Stock Options or Non-
    Qualified Stock Options as between Participants and may
    grant Incentive Stock Options and/or Non-Qualified Stock
    Options to a Participant in such amounts as the Committee
    may determine in its sole discretion.

3.  STOCK OPTIONS

    3.1  General

    All Stock Options granted under the Plan shall be
    evidenced by written agreements executed by the Company
    and the Participant to whom granted, which agreement
    shall state the number of shares of Common Stock which
    may be purchased upon the exercise thereof and shall
    contain such investment representations and other terms
    and conditions as the Committee may from time to time
    determine, or, in the case of Incentive Stock Options, as
    may be required by Section 422 of the Code, or any other
    applicable law.

    3.2  Price

    Subject to the provisions of Sections 3.6(d) and 4.1, the
    purchase price per share of Common Stock subject to a
    Stock Option shall, in no case, be less than one hundred
    percent (100%) of the Fair Market Value of a share of
    Common Stock on the date the Stock Option is granted.

    3.3  Period

    The duration or term of each Stock Option granted under
    the Plan shall be for such period as the Committee shall
    determine but in no event more than ten (10) years from
    the date of grant thereof.

    3.4  Exercise

    Subject to Section 4.4, Stock Options may be exercisable
    immediately upon granting of the Stock Option or at such
    other time or times as the Committee shall specify when
    granting the Stock Option. Once exercisable, a Stock
    Option shall be exercisable, in whole or in part, by
    delivery of a written notice of exercise to the Secretary
    of the Company at the principal office of the Company
    specifying the number of shares of Common Stock as to
    which the Stock Option is then being exercised together
    with payment of the full purchase price for the shares
    being purchased upon such exercise. Until the shares of
    Common Stock as to which a Stock Option is exercised are
    issued, the Participant shall have none of the rights of
    a shareholder of the Company with respect to such shares.

    3.5  Payment

    The purchase price for shares of Common Stock as to which
    a Stock Option has been exercised and any amount required
    to be withheld, as contemplated by Section 4.3, may be
    paid:

         (a)  In United States dollars in cash, or by check,
              bank draft or money order payable in United
              States dollars to the order of the Company; or

         (b)  By the delivery by the Participant to the
              Company of whole shares of Common Stock having
              an aggregate Fair Market Value on the date of
              payment equal to the aggregate of the purchase
              price of Common Stock as to which the Stock
              Option is then being exercised or by the
              withholding of whole shares of Common Stock
              having such Fair Market Value upon the
              exercise of such Stock Option; or

         (c)  In the discretion of the Committee, by a
              combination of both (a) and (b) above.

The Committee may, in its discretion, impose limitations,
conditions and prohibitions on the use by a Participant of shares
of Common Stock to pay the purchase price payable by such
Participant upon the exercise of a Stock Option.

    3.6  Special Rules for Incentive Stock Options

    Notwithstanding any other provision of the Plan, the
    following provisions shall apply to Incentive Stock
    Options granted under the Plan:

         (a)  Incentive Stock Options shall only be granted
              to Participants who are employees of the
              Company or its Subsidiaries.

         (b)  To the extent that the aggregate Fair Market
              Value of Common Stock with respect to which
              Incentive Stock Options are exercisable for
              the first time by a Participant during any
              calendar year under this Plan and any other
              Plan of the Company or a Subsidiary exceeds
              $100,000, such Stock Options shall be treated
              as Non-Qualified Stock Options.

         (c)  Any Participant who disposes of shares of
              Common Stock acquired upon the exercise of an
              Incentive Stock Option by sale or exchange
              either within two (2) years after the date of
              the grant of the Incentive Stock Option under
              which the shares were acquired or within one
              (1) year of the acquisition of such shares,
              shall promptly notify the Secretary of the
              Company at the principal office of the Company
              of such disposition, the amount realized, the
              purchase price per share paid upon exercise
              and the date of disposition.

         (d)  No Incentive Stock Option shall be granted to
              a Participant who, at the time of the grant,
              owns stock representing more than ten percent
              (10%) of the total combined voting power of
              all classes of stock either of the Company or
              any parent or Subsidiary of the Company,
              unless the purchase price of the shares of
              Common Stock purchasable upon exercise of such
              Incentive Stock Option is at least one hundred
              ten percent (110%) of the Fair Market Value
              (at the time the Incentive Stock Option is
              granted) of the Common Stock and the Incentive
              Stock Option is not exercisable more than five
              (5) years from the date it is granted.

    3.7  Termination of Employment

         (a)  In the event a Participant s employment by, or
              relationship with, the Company shall terminate
              for any reason other than those reasons
              specified in Sections 3.7(b), (c), (d) or (e)
              hereof while such Participant holds Stock
              Options granted under the Plan, then all
              rights of any kind under any outstanding
              Option held by such Participant which shall
              not have previously lapsed or terminated shall
              expire immediately.

         (b)  If a Participant s employment by, or
              relationship with, the Company or its
              Subsidiaries shall terminate as a result of
              such Participant s total disability, each
              Stock Option held by such Participant (which
              has not previously lapsed or terminated) shall
              immediately become fully exercisable as to the
              total number of shares of Common Stock subject
              thereto (whether or not exercisable to that
              extent at the time of such termination) and
              shall remain so exercisable by such
              Participant for a period of six months after
              termination unless such Stock Option expires
              earlier by its terms. For purposes of the
              foregoing sentence,  total disability  shall
              mean permanent mental or physical disability
              as determined by the Committee.

         (c)  In the event of the death of a Participant,
              each Stock Option held by such Participant
              (which has not previously lapsed or
              terminated) shall immediately become fully
              exercisable as to the total number of shares
              of Common Stock subject thereto (whether or
              not exercisable to that extent at the time of
              death) by the executor or administrator of the
              Participant s estate or by the person or
              persons to whom the deceased Participant s
              rights thereunder shall have passed by will or
              by the laws of descent or distribution, and
              shall remain so exercisable for a period of
              six months after such Participant s death
              unless such Stock Option expires earlier by
              its terms.

         (d)  If a Participant s employment by the Company
              shall terminate by reason of such
              Participant s retirement in accordance with
              Company policies, each Stock Option held by
              such Participant at the date of termination
              (which has not previously lapsed or
              terminated) shall immediately become fully
              exercisable as to the total number of shares
              of Common Stock subject hereto (whether or not
              exercisable to that extent at the time of such
              termination) and shall remain so exercisable
              by such Participant for a period of three
              months after termination, unless the Stock
              Option expires earlier by its terms.

         (e)  In the event the Company terminates the
              employment of a Participant who at the time of
              such termination was an officer of the Company
              and had been continuously employed by the
              Company during the five year period
              immediately preceding such termination, for
              any reason except  good cause  (hereafter
              defined) and except upon such Participant s
              death, total disability or retirement in
              accordance with Company policies, each Stock
              Option held by such Participant (which has not
              previously lapsed or terminated and which has
              been held by such Participant for more than
              six months prior to such termination) shall
              immediately become fully exercisable as to the
              total number of shares of Common Stock subject
              thereto (whether or not exercisable to that
              extent at the time of such termination) and
              shall remain so exercisable for a period of
              three (3) months after such termination unless
              such Stock Option expires earlier by its
              terms. A termination for  good cause  shall be
              deemed to have occurred only if the
              Participant in question (i) is terminated by
              written notice for dishonesty, because of his
              conviction of a felony, or because of his
              violation of any material provision of any
              employment or other agreement with the Company
              or any of its Subsidiaries, or (ii) shall
              voluntarily resign or terminate his employment
              with the Company or any of its Subsidiaries
              under or followed by such circumstances as
              would constitute a breach of any material
              provision of any employment or other agreement
              between him and the Company or any of its
              Subsidiaries, or (iii) shall have committed an
              act of dishonesty not discovered by the
              Company or any of its Subsidiaries prior to
              the cessation of his employment with the
              Company or any of its Subsidiaries, but which
              would have resulted in his discharge if
              discovered prior to such date, or (iv) shall,
              either before or after cessation of his
              employment with the Company or any of its
              Subsidiaries, without the written consent of
              the Company or any of its Subsidiaries, use
              (except for the benefit of the Company or any
              of its Subsidiaries) or disclose to any other
              person any confidential information relating
              to the continuation or proposed continuation
              of the business or any trade secrets of the
              Company or any of its Subsidiaries obtained as
              a result of or in connection with such
              employment, or (v) shall, either before or
              after the cessation of his employment with the
              Company or any of its Subsidiaries, without
              the written consent of the Company or any of
              its Subsidiaries, directly or indirectly, give
              advice to, or serve as an employee, director,
              officer, or trustee of, or in any similar
              capacity with, or otherwise directly or
              indirectly participate in the management,
              operation, or control of, or have any direct
              or indirect financial interest in, any
              corporation, partnership, or other
              organization which directly or indirectly
              competes in any respect with the Company or
              any of its Subsidiaries, or (vi) shall cease
              to be employed by the Company or any of its
              Subsidiaries because of his inability to
              continue as an employee under any law or
              governmental regulation, including any Nevada
              gaming law or regulation, or (vii) shall
              voluntarily resign or terminate his employment
              with the Company or any of its Subsidiaries
              under or followed by such circumstances as
              would have rendered him unable to have
              continued as an employee under any law or
              governmental regulation, including any Nevada
              gaming law or regulation.

    3.8  Effect of Leaves of Absence

    It shall not be considered a termination of employment
    when a Participant is on military or sick leave or such
    other type of leave of absence which is considered a
    continuing intact the employment relationship of the
    Participant with the Company or any of its Subsidiaries.
    In case of such leave of absence, the employment
    relationship shall be deemed to have continued until the
    later of (i) the date when such leave shall have lasted
    ninety days in duration, or (ii) the date as of which the
    Participant s right to reemployment shall have no longer
    been guaranteed either by statute or contract.

4.  MISCELLANEOUS PROVISIONS

    4.1  Adjustments Upon Changes in Capitalization

    In the event of changes to the outstanding shares of
    Common Stock of the Company through reorganization,
    merger, consolidation, recapitalization,
    reclassification, stock split-up, stock dividend, stock
    consolidation or otherwise, or in the event of a sale of
    all or substantially all of the assets of the Company, an
    appropriate and proportionate adjustment shall be made in
    the number and kind of shares as to which Stock Options
    may be granted. A corresponding adjustment changing the
    number or kind of shares and/or the purchase price per
    share of unexercised Stock Options or portions thereof
    which shall have been granted prior to any such change
    shall likewise be made. Notwithstanding the foregoing, in
    the case of a reorganization, merger or consolidation, or
    sale of all or substantially all of the assets of the
    Company, in lieu of adjustments as aforesaid, the
    Committee may in is discretion accelerate the date after
    which a Stock Option may or may not be exercised or the
    stated expiration date thereof. Adjustments or changes
    under this Section shall be made by the Committee, whose
    determination as to what adjustments or changes shall be
    made, and the extent thereof, shall be final, binding and
    conclusive.

    4.2  Non-Transferability

    No Stock Option shall be transferable except by will or
    the laws of descent and distribution, nor shall any Stock
    Option be exercisable during the Participant s lifetime
    by any person other than the Participant or his guardian
    or legal representative.

    4.3  Withholding

    The Company s obligations under this Plan shall be
    subject to applicable federal, state and local tax
    withholding requirements. Federal, state and local
    withholding tax due at the time of a grant or upon the
    exercise of any Stock Option may, in the discretion of
    the Committee, be paid in shares of Common Stock already
    owned by the Participant or through the withholding of
    shares otherwise issuable to such Participant, upon such
    terms and conditions as the Committee shall determine. If
    the Participant shall fail to pay, or make arrangements
    satisfactory to the Committee for the payment, to the
    Company of all such federal, state and local taxes
    required to be withheld by the Company, then the Company
    shall, to the extent permitted by law, have the right to
    deduct from any payment of any kind otherwise due to such
    Participant an amount equal to any federal, state or
    local taxes of any kind required to be withheld by the
    Company.

    4.4  Compliance with Law and Approval of Regulatory
         Bodies

    No Stock Option shall be exercisable and no shares will
    be delivered under the Plan except in compliance with all
    applicable federal and state laws and regulations
    including, without limitation, compliance with all
    federal and state securities laws and withholding tax
    requirements and with the rules of NYSE and of all other
    domestic stock exchanges on which the Common Stock may be
    listed. Any share certificate issued to evidence shares
    for which a Stock Option is exercised may bear legends
    and statements the Committee shall deem advisable to
    assure compliance with federal and state laws and
    regulations. No Stock Option shall be exercisable and no
    shares will be delivered under the Plan, until the
    Company has obtained consent or approval from regulatory
    bodies, federal or state, having jurisdiction over such
    matters as the Committee may deem advisable. In the case
    of the exercise of a Stock Option by a person or estate
    acquiring the right to exercise the Stock Option as a
    result of the death of the Participant, the Committee may
    require reasonable evidence as to the ownership of the
    Stock Option and may require consents and releases of
    taxing authorities that it may deem advisable.

    4.5  No Right to Employment

    Neither the adoption of the Plan nor its operation, nor
    any document describing or referring to the Plan, or any
    part thereof, nor the granting of any Stock Options
    hereunder, shall confer upon any Participant under the
    Plan any right to continue in the employ of the Company
    or any Subsidiary, or shall in any way affect the right
    and power of the Company or any Subsidiary to terminate
    the employment of any Participant at any time with or
    without assigning a reason therefor, to the same extent
    as might have been done if the Plan had not been adopted.

    4.6  Exclusions from Pension Computations

    By acceptance of a grant of a Stock Option under the
    Plan, the recipient shall be deemed to agree that any
    income realized upon the receipt or exercise thereof or
    upon the disposition of the shares received upon exercise
    will not be taken into account as  base remuneration ,
     wages ,  salary  or  compensation  in determining the
    amount of any contribution to or payment or any other
    benefit under any pension, retirement, incentive, profit-
    sharing or deferred compensation plan of the Company or
    any Subsidiary.

    4.7  Abandonment of Options

    A Participant may at any time abandon a Stock Option
    prior to its expiration date. The abandonment shall be
    evidenced in writing, in such form as the Committee may
    from time to time prescribe. A Participant shall have no
    further rights with respect to any Stock Option so
    abandoned.

    4.8  Severability

    If any of the terms or provisions of the Plan conflict
    with the requirements of Rule 16b-3, then such terms or
    provisions shall be deemed inoperative to the extent they
    so conflict with the requirements of Rule 16b-3.

    4.9  Interpretation of the Plan

    Headings are given to the Sections of the Plan solely as
    a convenience to facilitate reference, such headings,
    numbering and paragraphing shall not in any case be
    deemed in any way material or relevant to the
    construction of the Plan or any provision hereof. The use
    of the masculine gender shall also include within its
    meaning the feminine. The use of the singular shall also
    include within its meaning the plural and vice versa.

    4.10 Use of Proceeds

    Funds received by the Company upon the exercise of Stock
    Options shall be used for the general corporate purposes
    of the Company.

    4.11 Construction of Plan

    The place of administration of the Plan shall be in the
    State of Nevada, and the validity, construction,
    interpretation, administration and effect of the Plan and
    of its rules and regulations, and rights relating to the
    Plan, shall be determined solely in accordance with the
    laws of the State of Nevada.

EX-10

                                                 Exhibit 10(x)


                     AMENDMENT NO. 1 TO AMENDED AND
                        RESTATED CREDIT AGREEMENT


          This Amendment No. 1 to the Amended and Restated Credit
Agreement (this "Amendment") dated as of April 4, 1997 is entered
into with reference to the Amended and Restated Credit Agreement
dated as of September 9, 1996, among Circus and Eldorado Joint
Venture, a Nevada general partnership ( Partnership ), the
Lenders referred to therein ( Lenders ), The Long-Term Credit
Bank of Japan. Ltd., Los Angeles Agency and Societe Generale, as
Managing Agents, CIBC Inc. and Credit Lyonnais, Los Angeles
Branch, as Co-Agents, and Wells Fargo Bank, N.A. in its capacity
as Arranger and Administrative Agent for Lenders ( Agent ) (as
amended, the  Credit Agreement ).  Terms defined in the Credit
Agreement are used herein with the same meanings.  Borrower and
the Agent, acting with the consent of the Lenders in accordance
with Section 10.6 of the Credit Agreement, hereby amend the
Credit Agreement as follows:

     1.   New Section 9.7 - Agent to Hold Liens for Benefit of
Lenders as Parties to Interest Rate Agreements.   The Credit
Agreement is hereby amended to add a new Section 9.7 thereto, to
read in full as follows:

     "Arrangements with respect to Interest Rate Agreements.

          (a)   Partnership hereby agrees that each of the liens
     and security interests granted to the Agent for the benefit
     of the Lenders under this Agreement and the other Loan
     Documents shall be deemed to also secure the obligations of
     Partnership to Lenders under Interest Rate Agreements
     entered into with respect to the Obligations and
     Indebtedness evidenced by this Agreement and the other Loan
     Documents.  Each Interest Rate Agreement entered into by
     Partnership with any Lender shall be conclusively presumed
     to relate to the obligations and Indebtedness evidenced by
     this Agreement unless it otherwise specifies. 

          (b)  Each Lender hereby irrevocably appoints the Agent
     to act as collateral agent for that Lender with respect to
     the liens and security interests created by the Loan
     Documents for the benefit of that Lender as a creditor under
     Interest Rate Agreements of the type described in clause (a)
     of this Section; in such capacity the Agent shall be
     entitled to the indemnity provided by Section 9.4 of the
     Credit Agreement and to the other indemnities and
     protections afforded to the Agent by this Agreement and the
     other Loan Documents, mutatis mutandis.

          (c)  Each Lender agrees that the claims of the Lenders
     under this Agreement and the claims of each Lender under any
     Interest Rate Agreement shall rank pari passu, provided that
     the right of each Lender with respect to the Collateral by
     reason of its claims under such Interest Rate Agreements
     shall be limited to the right to receive a share of the
     proceeds of the Collateral and that the Lenders (in their
     capacity as Lenders under this Agreement) shall have the
     exclusive right to make all determinations with respect to
     the exercise of remedies with respect to the Collateral
     until payment in full of all of the Loans and other
     Obligations and the cancellation or expiration of all
     Letters of Credit. No person other than the Lenders shall be
     deemed to have any rights under this clause (c).

          (d)  Notwithstanding any other provision of this
     Agreement to the contrary, no Interest Rate Agreement shall
     have the benefit of the Make-Well Agreement."

Clause (c) of the foregoing new Section shall be deemed to
satisfy the requirements of Section 7.2A(vii) of the Credit
Agreement that Lenders entering into secured Interest Rate
Agreements enter into intercreditor agreements with the Agent and
the other Lenders.

     2.   Authorization to Execute Amendments to Collateral
Documents.  The Agent and Partnership are hereby authorized and
directed to enter into amendments to the Deed of Trust, the
Assignment of Rents and Revenues and the Security Agreement 
substantially in the forms attached hereto as Exhibits A, B and
C.

     3.   Conditions Precedent.  The effectiveness of this
Amendment shall be conditioned upon the receipt by the Agent of
the written consent to the execution, delivery and performance
hereof from all of the Lenders and from Circus Circus
Enterprises, Inc.

     4.   Representation and Warranty. Borrower represents and
warrants to the  Agent and the Lenders that no Default or Event
of Default has occurred and remains continuing.

     5.   Governing Law.  This Amendment will be governed by, and
construed and enforced in accordance with, the internal laws of
the State of Nevada.
     6.   Confirmation.  In all other respects, the terms of the
Credit Agreement and other Loan Documents are hereby confirmed.

          IN WITNESS WHEREOF, Borrower and Agent have executed
this Amendment as of the date first written above by their duly
authorized representatives.
                           
                           CIRCUS AND ELDORADO JOINT VENTURE, a
                           Nevada general partnership
                           
                           
                           By:  GALLEON, INC.
                           Its: Managing Partner
                           
                           
                           By:     Clyde T. Turner          
                              
                           Title:  President                
                           
                           
                           
                           By: ELDORADO LIMITED LIABILITY COMPANY
                           Its:  General Partner
                           
                           By:  ELDORADO RESORTS LLC
                           Its: Manager
                           
                           
                           By:     Don Carano               
                              
                           Title:  President                
                           
                                                      
By: EXECUTIVE COMMITTEE
                           
                           
                           By:      Gary Carano             
                              
                           Title:   General Manager         
                           
                           
                           By:      Bruce Sexton            
                                    Director of Finance
                           Title:   and Administration      
                           
                           
                           WELLS FARGO BANK, N.A., as
                           Administrative Agent
                           
                           
                              By:      Brad Peterson           
                              
                                                      Title:   Vice President   
                             CONSENT OF LENDER


          This Consent of Lender is delivered with reference to
the Amended and Restated Credit Agreement dated as of September
9, 1996, among Circus and Eldorado Joint Venture, a Nevada
general partnership, the Managing Agents and Co-Agents referred
to therein, the Lenders referred to therein ( Lenders ), and
Wells Fargo Bank, N.A., in its capacity as Arranger and
Administrative Agent for Lenders ( Agent ).  Capitalized terms
used but not defined herein are used with the meanings set forth
for those terms in the Credit Agreement.

          The undersigned Lender hereby consents to the
execution, delivery and performance of the proposed Amendment No.
1 to the Credit Agreement by the Agent on behalf of the Lenders,
substantially in the form presented to the undersigned as a
draft.




By:  Brad Peterson             

  Brad Peterson, Vice President
[Typed/Printed Name and Title]

Dated      April 4, 1997


                CONSENT OF CIRCUS CIRCUS ENTERPRISES, INC.


          This Consent is delivered with reference to the Amended
and Restated Credit Agreement dated as of September 9, 1996,
among Circus and Eldorado Joint Venture, a Nevada general
partnership, the Managing Agents and Co-Agents referred to
therein, the Lenders referred to therein ( Lenders ), and Wells
Fargo Bank, N.A., in its capacity as Arranger and Administrative
Agent for Lenders ( Agent ).  Capitalized terms used but not
defined herein are used with the meanings set forth for those
terms in the Credit Agreement.

          The undersigned hereby consents to the execution,
delivery and performance of the proposed Amendment No. 1 to the
Credit Agreement by the Agent on behalf of the Lenders,
substantially in the form presented to the undersigned as a
draft, provided that it is understood and agreed that the
Interest Rate Agreements referred to in Amendment No. 1 to Credit
Agreement shall not have the benefit of the Make-Well Agreement.





By: Clyde T. Turner           

Clyde T. Turner, President    
[Typed/Printed Name and Title]

Dated         April 4   , 1997


                     AMENDMENT NO. 1 TO DEED OF TRUST


          This AMENDMENT NO. 1 TO DEED OF TRUST ("Amendment") is
made and entered into as of April 4, 1997 by and between WELLS
FARGO BANK, N.A., in its capacity as Arranger and Administrative
Agent for the Lenders as defined in and pursuant to the Credit
Agreement described below (herein, the "Beneficiary") and CIRCUS
AND ELDORADO JOINT VENTURE, a Nevada general partnership
(referred to herein as  Trustor ), with reference to the
following facts:

Trustor, the Lenders referred to therein (the "Lenders"), the
Managing Agents and Co-Agents referred to therein, and the
Beneficiary have entered into an Amended and Restated Credit
Agreement dated as of September 9, 1996 (the  Credit Agreement )
pursuant to which the Lenders have extended credit facilities to
Trustor in the principal amount of  $220,000,000.


          6.1  To secure its obligations to the Beneficiary and
the Lenders under the Credit Agreement, Trustor executed an
Amended and Restated Construction Deed of Trust, Fixture Filing
and Security Agreement with Assignment of Rents in favor of First
American Title Insurance Company of Nevada, as Trustee (the
"Trustee"), and the Beneficiary, encumbering the real property
described on Exhibit A hereto (the "Deed of Trust").  The Deed of
Trust was recorded on May 31, 1995 in Book 4312, Page 814, as
Document No. 1897110 of the Official Records of Washoe County,
Nevada.

          C.   The parties to the Deed of Trust desire to amend
     the Deed of Trust so that the Deed of Trust shall hereafter
     secure all obligations of Trustor to the Beneficiary and the
     Lenders under interest rate swap agreements, currency swap
     agreements, and similar hedging arrangements, interest rate
     swaps, caps and/or collar agreements.

          NOW, THEREFORE, Trustor and Beneficiary hereby agree to
amend the Deed of Trust as follows:


               6.1.1   After the paragraph entitled  Fifth  on
page eleven of the Deed of Trust, the following paragraph is
hereby by added and the Agreement amended to read as follows:

                Sixth: Payment and performance by Trustor of
               each and every obligation of Trustor with
               respect to interest rate swap agreements,
               currency swap agreements, and similar hedging
               arrangements, interest rate swaps, caps
               and/or collar agreements entered into with
               any Lender which is party to the Credit
               Agreement, (each such agreement being
               referred to herein as an "Interest Rate
               Agreement"), each covenant, promise and
               agreement contained in any Interest Rate
               Agreement, and the costs and expenses of
               enforcement against Trustor of any Interest
               Rate Agreements. 
               
          This Amendment shall be governed by, and construed
  and enforced in accordance with, the laws of the State of
  Nevada.
  
          IN WITNESS WHEREOF, Trustor and Beneficiary have
  executed this instrument as of the day and year first above
  written.
  
  
                         TRUSTOR:
  
  CIRCUS AND ELDORADO JOINT VENTURE, a
                           Nevada general partnership
                           
                           By:     GALLEON, INC., managing partner
                           
                           By:     Clyde T. Turner             
                           
                                Clyde T. Turner, President  
                                [Printed Name and Title]
                           
  
  
  By:     ELDORADO LIMITED LIABILITY         
                           COMPANY, general partner
                           
                           By:     ELDORADO RESORTS LLC, manager
                           
                           
                              By:  Don Carano                  
                           
                                Don Carano, President       
                                [Printed Name and Title]
                           
                           By:     EXECUTIVE COMMITTEE
                           
                           
                           By:     Gary Carano             
                           
                           Title:  General Manager         
                           
                           
                           
                           By:     Bruce Sexton            
                                   Director of Finance
                           Title:  and Administration      
                           
                           BENEFICIARY:
  
  WELLS FARGO BANK, N.A., in its
                           capacity as arranger and
                            Administrative Agent  for the Lenders
                           
                           
                           By:      Brad Peterson              
                           
                                 Brad Peterson, Vice President
                                [Printed Name and Title]
                           
                           

EX-10

                                                    Exhibit 10(ccc)

           AMENDMENT NO. 6 TO REDUCING REVOLVING LOAN AGREEMENT


          This Amendment No. 6 to Reducing Revolving Loan
Agreement (this  Amendment ) dated as of April 2, 1997 is entered
into with reference to the Reducing Revolving Loan Agreement
dated as of December 21, 1994 among Victoria Partners, a Nevada
general partnership ( Borrower ), the Banks referred to therein,
The Long-Term Credit Bank of Japan, Ltd., Los Angeles Agency and
Societe Generale, as Co-Agents, and Bank of America National
Trust and Savings Association, as Administrative Agent, as
amended by Amendment No. 1 to Reducing Revolving Loan Agreement
dated as of January 31, 1995, Amendment No. 2 to Reducing
Revolving Loan Agreement dated as of June 30, 1995, Amendment No.
3 to Reducing Revolving Loan Agreement dated as of July 28, 1995,
Amendment No. 4 to Reducing Revolving Loan Agreement dated as of
October 16, 1995 and Amendment No. 5 to Reducing Revolving Loan
Agreement dated as of August 1, 1996 (the  Loan Agreement ). 
Capitalized terms used but not defined herein are used with the
meanings set forth for those terms in the Loan Agreement.

          Borrower, the Administrative Agent and the Banks agree
as follows:

          1.   Amendments to Section 1.1 - Amended Definitions. 
The definitions of "Applicable Alternate Base Rate Margin,"
"Applicable Commitment Fee Rate," "Applicable Eurodollar Rate
Margin," "Applicable Pricing Level,"  Commitment,   Maturity
Date  and  Swing Line Bank  set forth in Section 1.1 of the Loan
Agreement are amended to read in full as follows:

               "Applicable Alternate Base Rate Margin  means ,
     for each Pricing Period, the interest rate margin set forth
     below (expressed in basis points) opposite the Applicable
     Pricing Level for that Pricing Period:

            Applicable
          Pricing Level          Margin

               I                   0
               II                  0
               III                 0
               IV                  0
               V                  25.00
               VI                 50.00


               "Applicable Commitment Fee Rate  means, for each
     Pricing Period, the rate set forth below (expressed in basis
     points) opposite the Applicable Pricing Level for that
     Pricing Period:

            Applicable
          Pricing Level          Commitment Fee

               I                   25.00
               II                  25.00
               III                 30.00
               IV                  37.50 
               V                   37.50 
               VI                  50.00


               "Applicable Eurodollar Rate Margin  means, for
     each Pricing Period, the interest rate margin set forth
     below (expressed in basis points) opposite the Applicable
     Pricing Level for that Pricing Period:

            Applicable
          Pricing Level            Margin

               I                   62.50
               II                  75.00
               III                 100.00
               IV                  125.00
               V                   150.00
               VI                  175.00

               "Applicable Pricing Level" means, for each Pricing
     Period, the pricing level set forth below opposite the
     pricing criteria achieved by Borrower as of the first day of
     that Pricing Period:  


            Applicable               Annualized Funded
          Pricing Level            Debt Ratio

               I              Less than 1.25 to 1.00 

               II             Equal to or greater than 1.25 to
                              1.00 but less than 1.50 to 1.00

               III            Equal to or greater than 1.50 to
                              1.00 but less than 1.75 to 1.00 

               IV             Equal to or greater than 1.75 to
                              1.00 but less than 2.00 to 1.00 

               V              Equal to or greater than 2.00 to
                              1.00 but less than 2.25 to 1.00 

               VI             Equal to or greater than 2.25 to
                              1.00

                Commitment  means $200,000,000, minus the amount
     of any reductions thereto made pursuant to Sections 2.4 and
     2.5, provided, that the amount of the Commitment may be
     increased in the manner contemplated by Section 2.10.  The
     respective Pro Rata Shares of the Banks as of the effective
     date of Amendment No. 6 to this Agreement are set forth in
     Schedule 1.1.

                Maturity Date  means the date that is five years
     after the effective date of Amendment No. 6 to this
     Agreement, but not later than June 30, 2002, or such later
     anniversary thereof as may be established pursuant to
     Section 2.11.

                Swing Line Bank  means Bank of America National
     Trust and Savings Association, acting through its Nevada
     Corporate Banking Division.

The definition of the term  Disposition  contained in Section 1.1
of the Loan Agreement is hereby amended further by deleting the
word "and" appearing immediately prior to clause (d), by
inserting the word "and" at the end of clause (d), and by adding
a new clause (e) therein as follows:

          "(e)  the exchange pursuant to the Loan Documents of
     certain real property within the Project Site consisting of
     surface parking lots for other property contiguous with the
     Project Site suitable for use as parking for the Project."

          2.   Amendment to Schedule 1.1.  Schedule 1.1 of the
Loan Agreement is hereby amended to read in full as set forth on
Attachment "A" to this Amendment.

          3.   Section 2.5 - Scheduled Reductions of the
Commitment.  Section 2.5 of the Loan Agreement is amended to read
in full as follows:

           2.5  Scheduled Mandatory Reductions of Commitment. The
     Commitment shall automatically and permanently reduce on
     September 30, 1997, and on the last day of each subsequent
     Fiscal Quarter through the Maturity Date (each such date a
     "Reduction Date") by the "Reduction Amount  (as defined
     below).  The Reduction Amount shall be determined on
     September 30, 1997, to be  the amount, rounded upwards to
     the nearest integral multiple of $100,000, which is equal to
     (a) the difference between the then effective Commitment
     minus $100,000,000, divided by (b) the then remaining number
     of Reduction Dates.  As of the date of any increase in the
     Commitment pursuant to Section 2.10 or any extension to the
     Maturity Date pursuant to Section 2.11, the Reduction Amount
     for each subsequent Reduction Date will be adjusted to
     reflect such increase or extension in accordance with the
     same formula. 

          4.   Deletion of Provision for Other Mandatory
Reductions of Commitment.  Section 2.6 of the Loan Agreement
(which formerly required automatic and permanent reductions of
the Commitment by the amount of quarterly Available Cash Flow
and, until the Cut-Off Date, required reductions concurrently
with the making of, and in the amount of, each Permitted Profit
Distribution) is hereby deleted.

          5.   Addition of Increase of Commitment Provision.  The
Loan Agreement is hereby amended by adding a new Section 2.10 to
read in full as follows:


          "2.10.    Optional Increase of Commitment.  

          (a)  Borrower may, by written notice to the
     Administrative Agent and the Banks, request one or more
     increases in the principal amount of the then effective
     Commitment to finance expansions to or enhancements of the
     Project, provided that the aggregate amount of such
     increases shall not exceed $50,000,000.  Any such request
     shall be submitted to the Banks in writing through the
     Administrative Agent not later than 60 days prior to the
     proposed effective date thereof, shall specify the proposed
     increase and effective date, and shall be accompanied by a
     description of the proposed expansion or enhancement of the
     Project and a Certificate of a Responsible Official, signed
     by a Senior Officer of Borrower, to the effect that each of
     the representations and warranties set forth in Article 4
     (other than those which expressly relate to a prior date)
     are true and correct as of the date of the Certificate and
     that no Default or Event of Default has then occurred and
     remains continuing.

          (b)  Provided that no Default or Event of Default
     exists, no Bank shall have any right to object to any such
     increase in the Commitment, provided that no Bank shall be
     required to increase the amount of its Pro Rata Share
     without its express written consent (which may be granted or
     withheld in its sole and absolute discretion).  Each Bank
     shall notify the Administrative Agent within 30 days of its
     receipt of Borrower s request whether it desires to increase
     its Pro Rata Share, ratably with the other participating
     Banks, to effect such increase.   Any Bank not responding
     within this period will be deemed to have refused to
     increase its Pro Rata Share.   If one or more Banks
     determine that they will not increase their Pro Rata Share,
     such Banks will not be released from their existing Pro Rata
     Shares and the remaining principal amount requested by
     Borrower may be assumed by one or more willing Banks or
     Eligible Assignees.

          (c)  The Administrative Agent may (and upon the request
     of the Requisite Banks shall) condition the effectiveness of
     any increase in the amount of the Commitment upon (i) the
     execution by each Eligible Assignee of an agreement of
     joinder to this Agreement in form and substance satisfactory
     to the Administrative Agent, (ii) the execution by all other
     parties to the Loan Documents of such amendments to the Loan
     Documents as the Administrative Agent may require, and (iii)
     provision by Borrower of such other assurances as the
     Administrative Agent may reasonably require, including
     endorsements to title insurance policies, legal opinions and
     the like.  

          (d)  Promptly following the effective date of any
     increase, the Administrative Agent shall prepare and
     circulate to Borrower and the Banks a revised Schedule 1.1
     reflecting such increased Commitment and the revised Pro
     Rata Shares of the Banks.

               (e)  Notwithstanding the provisions of Section
          11.2, any increase of the Commitment contemplated by
          this Section shall not require the unanimous consent of
          the Banks."

          6.   Option To Extend Maturity Date.  The Loan
          Agreement is hereby amended by adding a new Section 2.11 as 
          follows:

          "2.11     Extension of Maturity Date.  

          (a)  At any time after the first anniversary of the
     effective date of Amendment No. 6 to this Agreement, and
     provided that no Default or Event of Default then exists,
     Borrower may, by written request delivered to the
     Administrative Agent, on one or more occasions request one
     year extensions of the Maturity Date.  Each such request
     shall be accompanied by a Certificate of a Responsible
     Official, signed by a Senior Officer of Borrower to the
     effect that each of the representations and warranties set
     forth in Article 4 (other than those which expressly relate
     to a prior date) are true and correct as of the date of the
     Certificate and that no Default or Event of Default has then
     occurred and remains continuing.

          (b)  The Administrative Agent shall promptly forward
     each request for extension, and any accompanying materials,
     to the Banks.  Each Bank, in its sole and absolute
     discretion, shall determine whether to grant the request for
     extension.  Borrower at its option may offer to pay an
     extension fee to each Bank which consents to such extension,
     but if such a fee is offered, it shall be a fee offered
     ratably to each consenting Bank in accordance with the
     Bank's Pro Rata Share.  The Banks agree to use their best
     efforts to respond to each request for extension within
     thirty Banking Days after receipt of such request for
     extension; failure to respond shall in no event be deemed to
     be a consent to the extension.

          (c)  If, and only if, all of the Banks notify the
     Administrative Agent in writing that they consent to the
     requested extension, the Maturity Date shall (subject to
     payment of any agreed-upon extension fee) automatically be
     extended for one year.  The Administrative Agent shall
     notify Borrower and the Banks in writing of each such
     extension."

          7.   Section 6.5 - Distributions.  Section 6.5 of the
Loan Agreement is amended to read in full as follows:

           6.5 Distributions.  Make any Distribution, whether
     from capital, income or otherwise, and whether in Cash or
     other Property, except:

               (a)  Distributions by any Subsidiary of Borrower
          to Borrower or another Subsidiary of Borrower; and

               (b)  when no Default or Event of Default exists or
          would result therefrom, Permitted Tax Distributions;
          and

               (c)  when no Default or Event of Default exists or
          would result therefrom, Permitted Profit Distributions,
          provided that the aggregate amount of Permitted Profit
          Distributions shall not, as of the date of any payment
          thereof, exceed 100% of Available Cash Flow for the
          four (4) most recent fiscal quarters, excluding any
          fiscal quarters ended on or prior to December 31, 1996,
          for which Borrower has delivered financial statements
          to the Administrative Agent in accordance with Section
          7.1(b).

     provided, however, that this Section shall not apply to
     prohibit a Distribution to the extent necessary to prevent a
     License Revocation if (i) no Default or Event of Default
     then exists which is not curable by such Distribution and
     (ii) Borrower has notified the Administrative Agent in
     writing of the necessity to invoke this proviso at least ten
     Banking Days (or such shorter period as may be necessary in
     order to comply with a regulation or order of the relevant
     Gaming Board) in advance. 

          Section 6.13 - Capital Expenditures.  Section 6.13 of
the Loan Agreement is amended to read in full as follows:

           6.13  Capital Expenditures.  Make, or become legally
     obligated to make, any Capital Expenditure:

               (a)  which improves Property other than the Real
          Property or the Project at any time; or


               (b)  without the prior approval of Requisite
          Banks, if such Capital Expenditure involves, or may
          reasonably be expected to involve, an amount in excess
          of $25,000,000. 

          8.   The Completion Guaranty.  The Banks acknowledge
and agree that the Project has been completed, that all
obligations of the Completion Guarantor under the Completion
Guaranty have been satisfied, and that the Completion Guaranty is
terminated. 

          9.   Parking Lot Exchange.   The Banks hereby consent
in advance to the proposed exchange of certain real property
within the Project Site consisting of not more than 12 acres of
surface parking lots for other property of equal or greater
acreage contiguous with the Project Site upon satisfaction of the
following conditions:  

          (i)  the boundaries of the real property transferred
     and the real property received by Borrower shall be roughly
     congruent to the properties described as such on Exhibit A
     hereto; 

          (ii) concurrently with the exchange, a Senior Officer
     of Borrower shall certify to the Administrative Agent that
     (i) to the best of Borrower's knowledge, the value of the
     real property received is equal to or greater than the value
     of the real property transferred, and (ii) no event or
     circumstance has occurred since the date of the Phase I/II
     environmental report delivered to the Banks on the Closing
     Date pursuant to Section 8.1(a)(11) of the Loan Agreement)
     which would cause that report to be inaccurate in any
     respect that is materially adverse to the interests of the
     Banks; 

          (iii) Borrower shall have executed and delivered to the
     Administrative Agent an amendment to the Deed of Trust which
     results in the Deed of Trust being a first priority Lien on
     such Property, subject only to such Permitted Encumbrances,
     Rights of Others and other matters as are acceptable to the
     Administrative Agent (who shall provide a written summary of
     the same to the Banks prior to the effectiveness of any such
     exchange);

          (iv) Borrower shall have obtained endorsements to the
     lenders title insurance policy relating to the Deed of Trust
     assuring the Banks that Borrower is the owner of such
     Property, that the Lien of the Deed of Trust is of first
     priority (subject only to the matters described in clause
     (iii), above), and providing such other assurances as the
     Administrative Agent may request; 

          (v)  The Administrative Agent shall have provided
     copies of the certificate referred to above, the proposed
     amendment to the Deed of Trust, and title insurance
     arrangements to the Banks, and the Majority Banks shall not
     have objected to the same;

          (vi)  Borrower shall have paid all costs associated
     with such transaction; and

          (vii) All other matters relating to such exchange shall
     be reasonably acceptable to the Administrative Agent and its
     counsel.

          Upon the satisfaction of the foregoing, the
Administrative Agent may deliver a partial release of the Deed of
Trust releasing the Property to be transferred by Borrower,
notwithstanding Section 11.2.

          10.  Deliveries.  Concurrently with its execution of
this Amendment, Borrower shall provide the Administrative Agent
with the following, each of which shall be in form and substance
acceptable to the Administrative Agent, at Borrower s sole cost
and expense:

               (a)  Counterparts of this Amendment executed by
     all parties hereto;

               (b)  An amendment to the Deed of Trust in a form
     suitable for recordation in the official records of Clark
     County, Nevada, memorializing the amendments to the Loan
     Agreement contained herein and in previous amendments to the
     Loan Agreement;

               (c)  Such assurances as the Administrative Agent
     may require concerning the authority of Borrower and its
     officers to enter into this Amendment;

               (d)  Such other assurances, certificates,
     documents, consents or opinions as the Administrative Agent
     reasonably may require; and

               (e)  Payment of the reasonable costs and expenses
     of the Administrative Agent in connection with the
     preparation of this Amendment which are invoiced to Borrower
     prior to the date hereof.


          11.  Conditions Precedent.  This Amendment shall be
effective on the date that the Administrative Agent notifies the
Banks that all of the following conditions precedent have been
satisfied:

               (a)  Each of the items referred to in Section 10
     hereof shall have been delivered to the Administrative
     Agent;

               (b)  The Administrative Agent shall have received
     an endorsement to the policy of title insurance held by the
     Administrative Agent with respect to the Deed of Trust which
     is reasonably acceptable to the Administrative Agent, and at
     Borrower s sole expense;

               (c)  The Administrative Agent shall have received
     evidence that Borrower s EBITDA for a three consecutive
     calendar month period during 1997 was not less than
     $18,000,000, which evidence shall consist of (i) certified
     copies of Borrower s financial statements for the first two
     months of that period, and (ii) the month-end managerial
     statement for the third month of that period executed by a
     Senior Officer of Borrower;

               (d)  The representations and warranties of
     Borrower contained in Article 4 of the Loan Agreement (other
     than those which expressly relate to a prior date) shall be
     true and correct;

               (e)  Borrower and any other Parties shall be in
     compliance with all the terms and provisions of the Loan
     Documents and no Default or Event of Default shall have
     occurred and be continuing;

               (f)  Borrower shall have paid the Administrative
     Agent, for the ratable accounts of the Banks pro rata
     according to their Pro Rata Share of the Commitment, an
     amendment fee in an amount equal to the product of (i) 12.50
     basis points and (ii) the then applicable Commitment.  This
     fee shall not be refundable under any circumstances; and

               (g)  Borrower shall have delivered such other
     assurances with respect to the foregoing as the
     Administrative Agent may reasonably request. 

          12.  Representation and Warranty.  Borrower represents
and warrants to the Administrative Agent and the Banks that no
Default or Event of Default has occurred and remains continuing,
and that Borrower continues to be in compliance with Section 5.10
of the Loan Agreement (concerning Hazardous Materials Law).


          13.  Confirmation.  In all other respects, the terms of
the Loan Agreement and the other Loan Documents are hereby
confirmed.

          IN WITNESS WHEREOF, Borrower, the Administrative Agent
and the Banks have executed this Amendment as of the date first
written above by their duly authorized representatives.

                            Borrower 
                           
                           VICTORIA PARTNERS, a Nevada general
                           partnership
                           
                           By:     Gold Strike L.V., managing
                           general partner
                           
                           By:     Last Chance Investment
                           Incorporated, general partner
                           
                           By:                                 
                              William A. Richardson
                              President
                           
                           
                           By:     MRGS Corp., a Nevada corporation,
                                   general partner
                           
                           By:  Daniel R. Lee                  
                              Daniel R. Lee, Chief Financial
                              Officer and Treasurer
                           
                            Administrative Agent 
                           
                           BANK OF AMERICA NATIONAL TRUST AND
                           SAVINGS ASSOCIATION, as Administrative
                           Agent
                           
                           
                           By:  Patrick Carroll                
                                Patrick Carroll, Vice President
                           
                           By:  Jancie Hammond                 
                                Janice Hammond, Vice President
                                                      
 Banks 
                           
                           BANK OF AMERICA NATIONAL TRUST AND
                           SAVINGS ASSOCIATION, as a Bank and as
                           Swing Line Bank
                           
                           
                           By:  Jon Varnell                    
                                Jon Varnell, Managing Director
                           
                           
                           THE LONG-TERM CREDIT BANK OF JAPAN,
                           LTD., LOS ANGELES AGENCY, as Co-Agent
                           and a Bank
                           
                           
                           By:    Koh Takemoto                 
                           
                           Title: Joint General Manager        
                           
                           
                           SOCIETE GENERALE, as Co-Agent and a
                           Bank
                           
                           
                           By:    Donald L. Schubert           
                           
                           Title: Vice President               
                           
                           
                           FIRST SECURITY BANK, N.A., as a Bank
                           
                           
                           By:    David P. Williams            
                           
                           Title: Vice President               
                           
                           
                                                      
                           BANK OF SCOTLAND, as a Bank
                           
                           
                           By:    Annie Chin Tat               
                           
                           Title: Assistant Vice President     
                           
                           
                           
                           PNC BANK, NATIONAL ASSOCIATION
                           (successor by merger to MIDLANTIC
                           BANK, N.A.), as a Bank
                           
                           
                           By:    Denise D. Killen             
                           
                           Title: Vice President               
                           
                           
                           
                           U.S. BANK OF OREGON, as a Bank
                           
                           
                           By:    Dale Parshell                
                           
                           Title: Assistant Vice President     
                           
                           
                           
                           CREDIT LYONNAIS LOS ANGELES BRANCH,
                           as a Bank
                           
                           
                           By:     Thierry Vincent             
                           
                           Title:  Vice President/Manager      
                           
                                                      
                           CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
                           as a Bank
                           
                           
                           By:                                 
                           
                           Title:                              
                           
                           
                           BANKERS TRUST COMPANY, as a Bank
                           
                           
                           By:    Patricia Hogan               
                           
                           Title: Vice President               
                           
                           
                           
                           CIBC INC., as a Bank
                           
                           
                           By:    Paul J. Chakmak              
                           
                           Title: Managing Director            
                                 CIBC Wood Gundy Securities       
                                 Corp., AS AGENT
                           

EX-10

                                               Exhibit 10(kkk)

                         STOCK TRANSFER AGREEMENT

     THIS AGREEMENT ( Agreement ) is made and entered into as of
the 23rd day of January, 1997, by and between Circus Circus
Enterprises, Inc., a Nevada corporation ( Circus ), Windsor Casino
Limited ( WCL ), Windsor Casino Supplies Limited ( Supplies ) and
Windsor Casino Financial Limited ( WCFL ) (collectively, the
 Corporations ), each an Ontario corporation incorporated pursuant
to the laws of the Province of Ontario, Caesars World, Inc., a
Florida corporation and successor by operation of law to Caesars
World Resorts, Inc. ( Caesars ),  Conrad International Investment
Corporation, a Nevada corporation ( Conrad ) and Hilton Hotels
Corporation, a Delaware corporation ( Conrad Parent ) with regard
to the following:

     A.   Circus owns one (1) share each of WCL, WCFL and Supplies,
which represents one-third ( ) of the shares of each Corporation
(the  Circus Shares ).

     B.   The Corporations were formed and organized for the
purpose of operating an interim casino in Windsor, Ontario, Canada,
and negotiating for the development and operation of a permanent
casino facility in Windsor (the  Project ). 

     C.   In furtherance of such purposes, (i) Circus and others
entered into an Interim Casino Operating Agreement dated as of May
14, 1994 (the  Interim Agreement ), a Heads of Agreement dated May
14, 1994 (as amended, the  Heads of Agreement ), and an Interim
Shareholders Agreement dated October 26, 1994 (the  Interim
Shareholders Agreement ), and (ii) WCFL entered into that certain
Credit Agreement made as of July 10, 1996, between WCFL as
Borrower, and the financial institutions named as Lenders in the
signature pages thereto (the  Credit Agreement ) and in connection
therewith, Circus executed a Guarantee dated as of July 10, 1996
(the  Guarantee ).

     D.   Each of the Corporations wishes to redeem from Circus the
Circus Shares in their respective Corporations, thereby resulting
in ownership of each of the Corporations one-half (1/2) each by
Caesars and Conrad.

     NOW, THEREFORE, in consideration of the mutual promises,
covenants and representations hereinafter contained, and subject to
the conditions hereinafter set forth, it is agreed as follows:

     1.   Sale and Transfer of Circus Shares.  Circus hereby
transfers and conveys the Circus Shares in each of the Corporations
to the respective Corporations and each of the respective
Corporations acquires the Circus Shares in each Corporation from
Circus.

     2.   Purchase Price.  The purchase price payable by WCL for
the  transfer of the Circus Shares of WCL shall be CDN$14,804,142
representing one-third (1/3) of the retained earnings of WCL as of
January 21, 1997.  The purchase price payable by WCFL for the
Circus Shares of WCFL shall be CDN$1.00.  The purchase price
payable by Supplies for the Circus Shares of Supplies shall be
CDN$1.00 (each a  Purchase Price ).

          (a)  WCL, on behalf of the Corporations as an
administrative convenience, shall remit to Circus in cash or other
immediately available federal funds an amount equal to 66 % of the
Purchase Price for each of the respective Corporations less
Canadian withholding tax at the rate of five percent (5%) on
CDN$14,804,142.  WCL will remit the amount of such withholding tax
to Revenue Canada Customs Excise and Taxation in the manner and
within the time required by the Income Tax Act (Canada) and such
remittance shall constitute full payment and satisfaction of such
portion of the Purchase Price.  WCL shall withhold an amount equal
to 33 % of the Purchase Price (the  Withheld Amount ) and shall
deal with it in accordance with Section 5 of this Agreement.

          (b)  each of Caesars and Conrad Parent shall, and hereby
each does, assume one-half (1/2) of the liability and indebtedness of
Circus pursuant to Circus  Guarantee in accordance with Section
10(e)(i) of the Circus Guarantee and each of Caesars and Conrad
Parent hereby indemnifies Circus against any claims arising from
and after the date of this Agreement and made against Circus under
the Circus  Guarantee.

     3.   Representations by Circus.  Circus represents and
warrants that Circus is the owner of the Circus Shares, free and
clear of all liens or encumbrances and that Circus has the power
and authority to transfer the Circus Shares to the Corporations as
provided herein.

     4.   Delivery to the Corporations.  Circus hereby delivers (a)
to WCL the Circus Shares in WCL, as represented by WCL Stock
Certificate No. C-1, to WCFL the Circus Shares in WCFL, as
represented by WCFL Stock Certificate No. C-1 and to Supplies the
Circus Shares in Supplies, as represented by Supplies Stock
Certificate Nos. C-3 and (b) to each of the Corporations the stock
powers in the form attached hereto as Exhibits  A ,   B , and  C .

     5.   Escrow. The Withheld Amount shall be deposited by WCL in
an interest bearing account at Canadian Imperial Bank of Commerce. 
The Withheld Amount shall be remitted to the Receiver General of
Canada on the day that the Withheld Amount is required to be so
remitted pursuant to subsection 116(5) of the Income Tax Act
(Canada) (the  Remittance Date ).  All interest received on the
Withheld Amount shall be for the account of Circus and the full
amount of such interest less any applicable taxes of any nature
whatsoever applicable to such interest shall be paid to Circus on
the Remittance Date. Notwithstanding the foregoing, if Circus
delivers a certificate issued by the Minister of National Revenue
of Canada pursuant to subsection 116(2) of the Income Tax Act
(Canada) (a  Section 116 Certificate ) to WCL at any time prior to
the Remittance Date with respect to the Circus Shares in WCL, WCFL
and Supplies in form and substance satisfactory to WCL, acting
reasonably, WCL shall pay to Circus on account of the Purchase
Price, an amount equal to the amount, if any by which

     (1)  the aggregate of

          (i)  the Withheld Amount

          and

          (ii) the amount, if any, by which

               (A)  the amount of interest received by Circus on
                    the Withheld Amount

     exceeds

               (B)  the amount of any Canadian withholding tax at
                    the rate of ten percent (10%) in respect of
                    any interest on the Withheld Amount which WCL
                    is required or entitled to withhold or deduct
                    in respect of such interest

     exceeds

     (2)  33  % of the amount, if any, by which

          (i)  the aggregate Purchase Price

     exceeds

          (ii) the  certificate limit  specified in the Section 116
Certificate.

     In any case where WCL withholds any amount pursuant to this
paragraph, WCL shall be deemed to have paid such amount to Circus
on account of the Purchase Price.  WCL shall pay the amount of
Canadian withholding taxes required to be deducted and withheld
from any payment made to Circus under this Section 5.

     6.   Reimbursement of Expenses.  Caesars and Conrad
acknowledge that Circus regularly advances certain expenses to the
Corporations for salaries, benefits and other items and agrees to
cause the Corporations to reimburse Circus for such expenses,
including an outstanding invoice in the amount of US$161,692 and
for expenses not yet invoiced, provided that such expenses not yet
invoiced will not exceed US$300,000 and are supported by proper documentation.

     7.   Indemnification. Circus will at all times indemnify and
hold harmless Caesars, Conrad and Conrad Parent, their subsidiaries
and affiliates and their officers, directors, employees and agents,
from and against any and all claims, damages, liabilities, costs
and expenses, including reasonable counsel fees, for any injury,
loss or damage to any person(s), entity(ies) or property arising
out of or based on (a) any acts or omissions of Circus, or (b) any
breach by Circus of the Interim Agreement, Heads of Agreement,
Interim Shareholders Agreement, Credit Agreement, or Guarantee,
occurring prior to the transfer of the Circus Shares.

     8.   Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the parties
hereto.

     9.   Governing Law.  The laws of the Province of Ontario
applicable to contracts made in that Province, without giving
effect to its conflict of law rules, shall govern the validity,
construction and performance and effect of this Agreement.

     10.  Entire Agreement.  This Agreement sets forth the entire
understanding of the parties with respect to the subject matter
hereof, and supersedes all previous agreements, negotiations,
memoranda and understandings, whether written or oral.  

     11.  Amendment.  This Agreement may not be modified or amended
except in writing, signed by the parties hereto.

     12.  Counterparts.  This Agreement may be executed in any
number of counterparts, all of which together shall constitute one
and the same document.

     13.  Additional Documents.  Each party covenants and agrees to
execute and deliver to the other such further additional documents
or instruments as may be required to fully effectuate and manifest
the intent of the parties and the transactions contemplated hereby.

     14.  Bylaws, Articles or Shareholder Agreements.  In the event
of any conflict between the provisions of this Agreement and the
provisions of the bylaws or the Articles of any of the
Corporations, or any Shareholder Agreements respecting the
Corporations, the provisions of this Agreement shall prevail.

     15.  Public Representations.  No party to this Agreement shall
make or suffer to be made any statement, comment or analysis
concerning the subject matter of this Agreement without the express
prior written consent of Conrad, Circus and Caesars.


[Signature page to follow]

CIRCUS CIRCUS ENTERPRISES, INC.,   CAESARS WORLD, INC.,
a Nevada corporation               a Florida corporation


By:  Clyde T. Turner               By:  Peter G. Boynton          
                                        President & Chief
Its: Chairman                      Its: Executive Officer         
      Circus                             Caesars 


CONRAD INTERNATIONAL               HILTON HOTELS CORPORATION,
INVESTMENT CORPORATION,             a Delaware corporation
a Nevada corporation          

By:   Scott A. LaPorta             By:   Scott A. LaPorta         

Its: Vice President & Treasurer    Its: Vice President & Treasurer 
      Conrad                             Conrad Parent 

WINDSOR CASINO LIMITED,            WINDSOR CASINO SUPPLIES LIMITED,
an Ontario corporation                  an Ontario corporation

By:   Clyde T. Turner              By:   Clyde T. Turner          

Its:  Chairman                     Its:  Chairman                 
      WCL                                Supplies 

WINDSOR CASINO FINANCIAL
LIMITED, an Ontario corporation



By:   Clyde T. Turner           

Its:  Chairman                  
      WCFL 

EX-10

                                                 Exhibit 10(lll)


                      DESCRIPTION OF CONSULTING PLAN


     On June 21, 1996 the Board of Directors adopted a consulting
plan not set forth in a formal document (the "Plan").  The Plan
provided for the compensation of individuals retiring from
service on the Company's Board of Directors in consideration for
consulting services to be rendered to the Company following their
retirement from the Board.  The Plan, which was applicable only
to directors retiring from the Board after June 21, 1996,
provided for the payment to an eligible director of a consulting
fee for his services at the annual rate of $20,000 for a period
of up to five years commencing on the date of his retirement from
the Board (the "Consulting Term").  Under the Plan, a retiring
director was entitled to receive the fee during the Consulting
Term only so long as he continued to be available to provide
consulting service to the Company.  No compensation was payable
to, or for the account of, a retired director subsequent to his
becoming unavailable to consult with the Company, on account of
his death or otherwise.  The Plan was terminated by the Board of
Directors effective April 25, 1997.  As a result of such
termination no director retiring from the Board after April 25,
1997 is entitled to any benefit under the Plan.  See Item 11 of
the Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1997 for information concerning the Company's
settlement of its obligations to three retired directors pursuant
to the Plan.

EX-13

                                                  Exhibit 13

Management's Discussion and Analysis

OVERVIEW

Gaming in the U.S. today is an industry of three major markets -
Las Vegas, Atlantic City and Mississippi - with a host of smaller
markets generally consisting of riverboat casinos.  Las Vegas,
for its part, remains the epicenter of the industry, a position
it should continue to hold into the foreseeable future.

The numbers for Las Vegas are compelling:
 
     -Almost 30 million visitors in 1996, more than 30% of whom
     were first-time visitors.

     -A rooms base of almost 100,000 rooms (over half again as
     many as Orlando or New York City).

     -Gaming revenues of $5.3 billion in 1996, up 136% since
     1986.

     Graph

     Description:  Depicts growth in rooms, visitors and gaming
     revenue in the Las Vegas market from 1986 to 1996.

               Rooms           Visitors       Gaming Revenue
               (in thousands)  (in millions)  (in billions) 

     1986      56.5            15.2           $2.2
     1987      58.5            16.2           $2.5
     1988      61.4            17.2           $2.8
     1989      67.4            18.1           $3.1
     1990      73.7            20.9           $3.7
     1991      76.9            21.3           $3.7
     1992      76.5            21.9           $3.9
     1993      86.1            23.5           $4.2
     1994      88.6            28.2           $4.9
     1995      90.0            29.0           $5.2
     1996      99.1            29.6           $5.3

     Text Below: The Las Vegas market has proven strong and
     durable.

Las Vegas has clearly become a destination of choice for the
traveling entertainment consumer - arguably the world leader. 
McCarran International Airport has seen its daily number of
flights grow 35% since 1990, while the total number of passengers
has soared 60%.  This volume has necessitated a further airport
expansion that will increase the total number of gates from 65
currently to 92 by mid-1998.

Circus has been at the fore of Las Vegas' success, as we
currently control roughly 15,000 rooms and more than 400,000
square feet of casino space (including 3,002 rooms and 90,000
square feet of casino space at the Monte Carlo).  Circus has
accounted for more than 35% of the new rooms added to Las Vegas
since 1990 and controls the most new rooms (less than 5 years
old) in a market where approximately one-half of the rooms are
more than 15 years old.  With the completion of Project Paradise
and the eventual buildout of the Masterplan Mile, Circus will
further enhance its positioning in this core market, eventually
controlling by far the most new units (rooms and casino games) in
the city.  Historically in the gaming industry, growth in both
cash flow and earnings has been a direct function of unit
expansion--either at already successful properties or by the
construction of new ones.    









                                   -25-

Luxor underwent a major expansion and renovation during fiscal
1997.  The property added 1,950 rooms in twin towers and
extensively remodeled the casino level--relocating and upgrading
the front desk, reworking the front entrance and revamping most
of the interior theming.  The result is a property with a more
elegant and upscale presentation and 4,400 rooms that stunningly
fulfills its original promise.  The disruption from the expansion
and remodeling was significant, however, as cash flows at Luxor
declined 26% to $64.4 million (excluding asset write-offs of
$29.8 million).  Additional renovation is continuing in the
current year, as the attractions level is reworked and a new
showroom is constructed on the southwest corner of the property. 
This construction is expected to be somewhat disruptive, though
not on the scale experienced in the previous year.  Luxor will
produce its record quarterly cash flow from operations in the
first quarter of our current fiscal year .

     Map

     Description: Depicts footprint of the recently expanded and
     remodeled Luxor, showing location of main sections of the
     property, specifically, the new hotel towers.

     Text below: Footprint for Luxor II, with 1,950 new rooms and
     extensive new public areas.

At Circus Circus-Las Vegas recently added a 1,000-room hotel
tower, relocated the front desk and expanded its retail and
restaurant facilities.  Not only did these new facilities
increase operating capacity, they also lifted the look and feel
of the property, which now offers more than 3,700 rooms, 110,000
square feet of casino space and seven restaurants.  During fiscal
1997, the property produced $45.2 million in operating cash flow
(excluding asset write-offs of $5.1 million), down from the prior
year due primarily to the construction disruption.  Results in
the first quarter of fiscal 1998 indicate that Circus Circus-Las
Vegas should substantially increase its cash flow this year.

     Map

     Description: Depicts footprint of the recently expanded
     Circus Circus-Las Vegas, showing location of main sections
     of the property, specifically, the new hotel tower.

     Text below:

     Footprint for Circus Circus-Las Vegas - a new 1,000-room
     tower and much more.

Excalibur posted its record year in operating results in fiscal
1997.  Boasting more than 4,000 rooms and 110,000 square feet of
casino space, Excalibur also represents one of the top
investments in the history of the Las Vegas Strip.  After
recouping its initial investment of approximately $300 million in
only 39 months, Excalibur has maintained the rate of its initial
success, recovering its investment twofold in 








                                   -26-

just over six years of operation.  Operating cash flow for
Excalibur was $101.6 million (excluding asset write-offs of $10.4
million).

At Circus Circus-Reno, competition from the adjacent Silver
Legacy (50% owned by Circus), as well as winter storms and
flooding wrought difficult comparisons.  Operating cash flow was
$18.1 million for the year, down from the prior year.  Circus
Circus-Reno likewise underwent construction this year, as all of
the rooms at the property were remodeled and a new parking garage
added.  Our 1,605 remodeled rooms now offer superior value and,
with the return of the women's bowling convention, we expect a
solid comeback in fiscal 1998.

In Laughlin, the Colorado Belle and the Edgewater face
challenging obstacles, as the overall market continues to
decline.  More competition from Native American casinos in
Laughlin's prime Arizona and California markets, as well as from
the new resorts in Las Vegas, has caused the market to contract
during the past few years.  Our Laughlin properties have seen
their profitability eroded, but nonetheless generated a combined
$33.5 million in operating cash flow in fiscal 1997.  Since their
openings, we have seen our initial investment of approximately
$200 million returned threefold.

In Mississippi, Circus Circus-Tunica also faced additional
competition, with three new properties coming on line last year. 
Operating cash flow of $13.5 million for the year (excluding
asset write-offs of $3.0 million) was down significantly from the
previous year.  Meanwhile, the Company has commenced construction
of a 1,200-room hotel tower, scheduled to open in December 1997,
and is also remodeling and retheming the property into a more
elegant resort under the name Gold Strike Casino Resort.  This
expansion will give us the largest rooms base in a market
currently totaling only 2,500 rooms and generating approximately
$700 million in casino revenues.  Through our expansion, we
expect to become one of the leading profit producers in this
market next year.

     Rendering

     Description: Artist's rendering of the new hotel and casino
     in Tunica - rechristened Gold Strike Casino Resort.

     Text below: Artist's rendering of Gold Strike Casino Resort
     in Tunica, Mississippi featuring 1,200 new rooms and a
     classy new look.

The Company's other properties (Gold Strike, Nevada Landing,
Railroad Pass, Slots-A-Fun and Silver City) contributed $26.3
million in operating cash flow for the year ended January 31,
1997.

The Company has highly profitable investments in several joint
ventures, most notably The Grand Victoria riverboat casino in
Elgin, Illinois.  Despite contributing 20% of operating profit to
public entities in the city and county (beginning in June 1996),
this property produced $44 million as Circus' 50% share of its
operating income for fiscal 1997.  Keep in mind, this property,
in total, cost only $112 million to build.  Monte Carlo, the
Company's newest property, opened June 21 on the Las Vegas Strip
and has enjoyed instant success, generating $14.6 million as the
Company's 50% share of its operating income (excluding preopening
expenses) for the seven months it was open in fiscal 1997.  The
Silver Legacy in Reno, Nevada has also shown promise, as our 50%
share of operating income in its first full fiscal year was $12.0
million.









                                   -27-

FINANCIAL POLICY

Circus' financial policy is grounded in two simple and related
concepts--cash flow and return on investment.  Free cash flow is
our focus, given that we believe it represents true economic
profit.  Free cash flow is the cash remaining after all expenses,
including ordinary or maintenance reinvestment in the business. 
Strong free cash flow permits financial flexibility and offers a
range of positive options to the owners of the company:  sizeable
reinvestment in the business, accelerated repayment of
indebtedness or cash distributions to shareholders, such as share
repurchase.  It also means that we have ready access to capital
markets at comparatively low rates (Circus has the lowest blended
fixed-coupon debt in the industry, along with the longest average
maturity).  Circus has always been an extraordinary cash
generator, producing over $1 billion in free cash flow over the
past five years.  And even in the past year of significant
construction disruption, our free cash flow on a per share basis
was $2.29, over 70% higher than our earnings per share (prior to
write-offs).

FREE CASH FLOW ANALYSIS
Year ended January 31, 
(in thousands)                      1997     1996     1995     1994     1993 
                
Income from operations*          $276,092 $301,753 $259,019 $217,567 $205,482
Add noncash expenses 
  Depreciation and 
   amortization                   103,717   98,380   82,753   58,965   48,182
  Other                               (65)     (65)     (65)     (65)     (65)
Cash generated from 
 operations before income tax     379,744  400,068  341,707  276,467  253,599
Cash income taxes                 (48,043) (55,995) (52,500) (47,000) (41,500)
Interest, dividends and
 other income (loss)               11,941   11,539    1,217     (683)     820  
Proceeds from disposal of assets    3,056    1,353      415      685    4,510
Cash available for repayment
 of debt and reinvestment         346,698  356,965  290,839  229,469  217,429
Scheduled principal and 
 interest payments                (63,356) (58,018) (45,935) (35,207) (35,039)
Ordinary capital expenditures     (50,117) (31,936) (29,856) (33,182) (24,085)
Free cash flow                   $233,225 $267,011 $215,048 $161,080 $158,305

* Before asset write-offs and preopening expenses.









                                       -28-

Graph

Description:  Depicts free cash flow as % of operating cash flow
over past five years.

Operating 
  Cash Flow    ($)  379,744  400,068  341,707  276,467  253,599
Free Cash Flow ($)  233,225  267,011  215,048  161,080  158,305
Percentage              61%      67%      63%      58%      62%

     Text below:  On average, more than 60% of Circus' operating
     cash flow becomes to free cash flow, or true economic
     profit.

We strive to invest our free cash flow, as well as borrowed
capital, in projects which promise a return on invested capital
(ROIC) in excess of 15%.  To the extent that we are successful in
providing returns which exceed our weighted cost of capital
(which includes debt and equity), we generate higher free cash
flow which translates into increased value for the shareholder.

     Graph

     Description:  Depicts Circus' five-year average ROIC of
     16.5% compared to our target of 15% and also compared to our
     weighted cost of capital of 12%.

     Text below:  To the extent that Circus earns a return on
     invested capital in excess of its cost of capital, the
     Company creates value for its shareholders.

FISCAL 1997 COMPARED WITH FISCAL 1996

RESULTS OF OPERATIONS

For the year ended January 31, 1997, the Company reported net
income of $100.7 million, or $.99 per share, compared to $128.9
million, or $1.33 per share in the previous year.  During the
year, the Company took one-time asset write-offs totalling $48.3
million and recognized $5.6 million in preopening expenses
(reflected in Earnings of Unconsolidated Affiliates) related to
the June 21, 1996 opening of Monte Carlo, a 50/50 joint venture
hotel/casino on the Las Vegas Strip.  In the prior year, the
Company took one-time asset write-offs totalling $45.1 million
and recognized $5.2 million of preopening expenses related to the
July 28, 1995 opening of Silver Legacy, a 50/50 joint venture
hotel/casino in Reno, Nevada.  Excluding the effect of these
nonrecurring items, earnings per share for the year ended January
31, 1997 were $1.33 against $1.66 in the prior year.
  
The asset write-offs of $48.3 million in the current year were
necessitated by construction and remodeling at Luxor and Circus
Circus-Las Vegas, as well as planned construction and remodeling
at the Company's other properties.  These write-offs included the
special-effects films at Luxor ($12.0 million) which were
replaced by IMAX special-format filmed attractions, structural
elements demolished as part of Luxor's remodeling ($12.1
million), the removal of the Nile River at Luxor ($5.7 million),
furnishings and fixtures at Excalibur related to the future
refurbishment of all the property's rooms ($10.4 million),
fixtures and equipment at Circus Circus-Tunica related to the
retheming and expansion of that property ($3.0 million),
furnishings and fixtures related to the rooms refurbishment at
Circus Circus-Las Vegas ($2.6 million) and the demolition of a
people mover at Circus Circus-Las Vegas ($2.5 million). 








                                   -29-

Write-offs in the prior year totalled $45.1 million, the majority
of which related to a discontinued riverboat project in
Chalmette, Louisiana. 
  
The decline in results for the year ended January 31, 1997 was
due, in large part, to significant construction disruption at
Luxor and Circus Circus-Las Vegas.  Luxor added 1,950 new rooms
in two towers, the majority of which were placed in service by
year-end, and remodeled (or added) extensive portions of the
interior.  Meanwhile, Circus Circus-Las Vegas added a new 1,000-
room hotel tower which opened December 23, 1996.  On the positive
side, the Company achieved record results at Excalibur, and Monte
Carlo achieved strong results in its initial seven months of
operation.  Moreover, the Company benefitted from a full year of
operations at Silver Legacy, a 50/50 joint venture which opened
July 28, 1995, and The Grand Victoria, a 50/50 joint venture
which was acquired as part of the Gold Strike transaction on June
1, 1995.

REVENUES

Revenues for the year ended January 31, 1997 increased $34.7
million, or 3% compared to the prior year.  This increase was due
primarily to the first full year of operations following the Gold
Strike acquisition on June 1, 1995.  These properties (Gold
Strike, Nevada Landing, Railroad Pass and The Grand Victoria)
generated $143.4 million in revenues during the current year
compared to $100.2 million in the prior year when they were owned
for only eight months.  The Company's 50% ownership in The Grand
Victoria accounted for the most significant portion of these
revenues.  (For accounting purposes, the Company's share of the
operating income of joint ventures is reflected as revenue under
Earnings of Unconsolidated Affiliates.)

Also contributing to the increase was the Hacienda Hotel and
Casino, which produced $41.6 million in revenues this year versus
$20.7 million the prior year (when it was acquired on September
1, 1995).  In connection with the Company's construction of a new
hotel/casino on the Hacienda site, the Hacienda ceased operations
on December 1, 1996 and was imploded on December 31, 1996.  Also,
the opening of Monte Carlo on June 21, 1996 produced $16.6
million as our share of revenue for the year, with the first full
year of operations at Silver Legacy also serving as a
contributing factor.  These increases were partially offset by
lower results at Circus Circus-Las Vegas and Luxor, where
disruption from construction and remodeling projects
significantly affected their patronage.

Casino revenues declined slightly during fiscal 1997 versus the
prior year due mostly to the aforementioned construction
disruption at Luxor and Circus Circus-Las Vegas.  Typically, the
Company's three fully owned casino resorts on the Strip (Luxor,
Excalibur, Circus Circus-Las Vegas) produce the majority of
Circus' total casino revenues.  Meanwhile, hotel revenues rose
$15.4 million, due to ten months of operations of Hacienda in the
current year versus five months in the prior year, as well as the
opening of new rooms at Luxor and Circus Circus-Las Vegas in late
December.  The Company's combined hotel occupancy remained
relatively constant at 94%.  Revenues in the Company's other
principal revenue centers (food, beverage, amusements and retail)
were essentially flat against the prior year.

INCOME FROM OPERATIONS (excluding asset write-offs and preopening
expenses)

For the year ended January 31, 1997, income from operations
decreased $25.7 million, or 9%, versus the prior year.  The
Company's composite operating margin was 20.6%, compared with
23.1% in fiscal 1996.  The decreases in operating income and
margin were due principally to construction disruptions at Luxor
and Circus Circus-Las Vegas.










                                   -30-

Las Vegas

In Las Vegas, overall results from our properties reflected a
decrease, stemming principally from construction disruptions at
Luxor and Circus Circus in connection with the addition of 1,950
rooms and substantial remodeling at Luxor, and the addition of
1,000 rooms and expanded retail and restaurant facilities at
Circus Circus.  Luxor and Circus Circus-Las Vegas together
experienced a 38% decline in operating income.  Meanwhile,
Excalibur enjoyed its record year, generating $89.4 million in
operating income and producing the highest margin among the
Company's wholly owned properties.  Furthermore, the Company's
latest entry in the Las Vegas market, Monte Carlo, opened June 21
and exceeded expectations.  This property, a joint venture with
Mirage Resorts, produced $14.6 million (excluding preopening
expenses of $5.6 million) as the Company's 50% share of its
operating income for fiscal 1997.

Reno

In Reno, the Company benefitted from a full year's operations at
Silver Legacy, a 50/50 joint venture, which generated an
additional $5.2 million as Circus' share of operating income
versus the prior year when Silver Legacy was open only six
months.  At Circus Circus-Reno, however, operating income
declined $13.6 million due to competition from the adjacent
Silver Legacy, as well as winter storms and flooding which struck
the market in the fourth quarter.

Laughlin

The Company's two properties in Laughlin (Colorado Belle and
Edgewater) saw operating income decrease a combined 17% in fiscal
1997 versus the prior year.  While this decrease was less severe
than in recent years, Laughlin as a market suffers from several
competitive challenges.  Foremost appears to be the growth of
unregulated Native American casinos (numbering approximately 37 
casinos currently) in Laughlin's central Arizona and southern
California feeder markets .  Too, competition from Las Vegas in
the form of major new theme resorts (including the Company's 50%
owned Monte Carlo) has eroded Laughlin's customer base, as have
expanded facilities at Primm, Nevada, which are closer to Las
Vegas and more accessible to visitors from southern California. 

Other Markets

In Tunica County, Mississippi, operating income at Circus Circus
declined by more than 50% in fiscal 1997 compared to the prior
year.  The presence of three new competitors within the market
combined with the property's lack of a rooms base contributed to
the decline.  In response, the Company is underway with a $125
million expansion which will include a 1,200-room hotel tower
(scheduled to open in December 1997) and a complete retheming of
the property into a more elegant resort under the name Gold
Strike Casino Resort.  The Company's other properties compared
relatively flat against the prior year.

While the new rooms and related improvements at Luxor and Circus
Circus-Las Vegas were substantially completed and placed in
service in late fiscal 1997, certain elements of the remodeling
at Luxor will carry into fiscal 1998, including retail areas,
restaurants, the showroom and the reworking of the attractions
level.  The Company anticipates that this last phase of
remodeling may be somewhat disruptive to operations in the coming
year, though not on the scale experienced in the prior year. 
Moreover, the construction and remodeling in Tunica are also
expected to disrupt operations there.  








                                   -31-

DEPRECIATION AND AMORTIZATION EXPENSE

For the year ended January 31, 1997, depreciation and
amortization expense rose $5.3 million, to $103.7 million.  This
increase stemmed primarily from a full year's amortization of
goodwill and additional depreciation expense related to the Gold
Strike acquisition in June 1995.  In the current fiscal year,
Circus estimates that its depreciation expense will be
approximately $130 million.

Depreciation Expense by Property (in millions):

                                   FYE 1997     FYE 1996
Luxor                              $ 26.8        $28.2
Circus Circus-Las Vegas              17.9         17.8
Excalibur                            12.2         14.6
Circus Circus-Reno                    6.6          6.1
Colorado Belle                        3.8          3.8
Edgewater                             4.3          5.4
Circus Circus-Tunica                  5.1          5.2
Other                                27.0         17.3
                                   $103.7        $98.4

INTEREST EXPENSE

For the year ended January 31, 1997, interest expense (excluding
joint venture interest expense) rose $3.1 million to $54.7
million.  This increase was due primarily to higher average debt
outstanding (approximately $865 million in fiscal 1997 versus
approximately $715 million in fiscal 1996) related to various
construction projects (primarily the new rooms and related
improvements at Luxor and Circus Circus-Las Vegas).  The Company
also repurchased 10.1 million shares of its common stock.  The
increase in fiscal 1997 was largely offset by higher capitalized
interest ($16.0 million in fiscal 1997 against $8.6 million in
fiscal 1996) related to those same construction projects.

The Company also recorded interest expense related to joint
venture projects of $15.6 million in fiscal 1997 compared to $5.6
million in the previous year.  This represents the Company's 50%
share of a full year of Silver Legacy's and seven months of Monte
Carlo's interest expense.

TAXES

The Company's effective tax rate for the years ended January 31,
1997 and 1996 was 38.5% and 37.4%, reflecting the federal
statutory rate of 35% plus the effect of various nondeductible
expenses, primarily the amortization of goodwill associated with
the Gold Strike acquisition.  In the current year, Circus
estimates that its tax rate will be approximately 36%-37%.



FISCAL 1996 COMPARED WITH FISCAL 1995

RESULTS OF OPERATIONS

Excluding one-time asset write-offs and preopening expenses,
earnings per share for fiscal 1996 were $1.66 per share compared
to $1.61 per share in fiscal 1995.  During fiscal 1995, the
Company wrote off $3.0 million of preopening expenses related to
the opening of Circus Circus-Tunica.  Results for the year ended
January 31, 1996 include eight months of combined performance of
Circus and Gold Strike Resorts, which the Company acquired on
June 1, 1995.  The increase in earnings for fiscal 1996
(excluding nonrecurring items) derived primarily from the
Company's 50% interest in The Grand Victoria, a riverboat casino
in Elgin, Illinois acquired as part of the Gold Strike
transaction, as well as the acquisition of the Hacienda Hotel and
Casino on September 1, 1995.

REVENUES

Revenues for fiscal 1996 increased $129.4 million, or 11%, to
$1.3 billion compared to fiscal 1995.  The acquisition of Gold
Strike Resorts in June 1995 was the principal factor in this
increase, with the Company's 50% interest in The Grand Victoria
riverboat casino in Elgin, Illinois providing the biggest
contribution.  Circus Circus-Tunica was also a significant
contributor, as it completed its first full year of operations.










                                   -32-

INCOME FROM OPERATIONS

Income from operations rose $42.7 million, or 16%, in the year
ended January 31, 1996 versus the prior year (excluding the
abandonment loss of $45.1 million and Silver Legacy preopening
expenses of $5.2 million in fiscal 1996, and Circus Circus-Tunica
preopening expenses of $3.0 million in fiscal 1995).  The
acquisition of Gold Strike Resorts on June 1, 1995 was the main
driver for the increase in operating income, with the Company's
50% interest in The Grand Victoria riverboat casino standing out
as the principal factor, generating $32.6 million in operating
income for the eight months of the year the Company was an owner. 
Also contributing to the increase in operating income was Circus
Circus-Tunica, which completed its first full year of operations
producing an additional $7.1 million in operating income versus
the prior year when it was open only five months.  In Reno,
Silver Legacy (a joint venture with Eldorado Hotel/Casino) opened
July 28, 1995 and the Company's 50% interest generated
approximately $6.8 million in operating income (excluding the
recognition of $5.2 million in preopening expenses).  The above
increases were partially offset by substantial decreases at the
Company's Laughlin properties.

DEPRECIATION AND AMORTIZATION EXPENSE

In fiscal 1996, depreciation and amortization expense rose $15.6
million, to $98.4 million.  This increase came principally from
amortization of goodwill related to the acquisition of Gold
Strike Resorts, plus the additional depreciation related to the
entities acquired as part of the Gold Strike transaction (Gold
Strike, Nevada Landing and Railroad Pass).  Also, there was a
full year's depreciation on Circus Circus-Tunica, which was open
only five months in the prior fiscal year.

INTEREST EXPENSE

For the year ended January 31, 1996, interest expense (excluding
joint venture interest expense) was $51.5 million versus $42.7
million in fiscal 1995.  The increase was due mostly to higher
average debt outstanding (approximately $715 million in fiscal
1996 versus approximately $590 million in fiscal 1995), related
in large part to the assumption of $165 million of debt in
connection with the acquisition of Gold Strike Resorts.   This
increase was partially offset by higher capitalized interest
($8.6 million in fiscal 1996 versus $4.2 million in fiscal 1995).


CAPITALIZATION, CAPITAL SPENDING AND LIQUIDITY

The Company had cash and cash equivalents of $69.5 million at
January 31, 1997, reflecting levels consistent with normal daily
operating requirements.  The Company's pretax cash flow from
operations (before asset write-offs and preopening expenses) was
$379.7 million in fiscal 1997 compared to $400.1 million in
fiscal 1996 and $341.7 million in fiscal 1995. The decrease in
cash flow in fiscal 1997 was caused primarily by the construction
disruption at Luxor and Circus Circus-Las Vegas, as previously
discussed.  In this context, pretax cash flow from operations is
defined as the Company's income from operations plus noncash
operating expenses (primarily depreciation and amortization).

During fiscal 1997, the Company used its cash flow (in
combination with its credit facility) to fund the construction of
the new hotel rooms and related improvements at Luxor and Circus
Circus-Las Vegas, various remodeling at the Company's other
properties and the repurchase of approximately 10.1 million
shares of its common stock.  During fiscal 1996, the Company used
its cash flow mainly to fund the acquisition of the Hacienda
Hotel and Casino, the acquisition of 73 acres of undeveloped land
adjacent to the Hacienda, the acquisition of Gold Strike Resorts
and equity investments in various joint venture properties.










                                   -33-

Capital Spending

Capital expenditures for the year ended January 31, 1997 were
$585.8 million, compared to $221.7 million in fiscal 1996 and
$142.7 million in fiscal 1995.  The majority of capital
expenditures in fiscal 1997 related to the construction of the
new hotel towers and other remodeling at Luxor ($323.3 million
total, including casino, hotel lobby, meeting space and luxury
spa), construction of the new hotel tower and other remodeling at
Circus Circus-Las Vegas ($126.7 million total, including rooms
refurbishment at the Skyrise), various remodeling at Excalibur
($20.5 million), refurbishment of rooms at Circus Circus-Reno
($13.5 million), construction of a new parking garage at Circus
Circus-Reno ($14.1 million), construction of the new hotel tower
at Circus Circus-Tunica ($6.4 million) and the acquisition of
additional land near Circus Circus-Reno ($5.1 million).

     Graph

     Description:  Depicts Circus' capital spending year by year
     over the past five years.

                   Capital Spending
                   (in millions)   

     1993          $208.6
     1994          $378.8
     1995          $142.7
     1996          $221.7
     1997          $585.8

     Text below: In the past five years, Circus has invested more
     than $1.5 billion in new projects.

The majority of capital expenditures for fiscal 1996 were for the
acquisition of the Hacienda on September 1, 1995 ($80 million)
and the acquisition earlier in the year of 73 acres of
undeveloped land adjacent to the Hacienda ($73 million).

For fiscal 1998, the Company estimates its capital expenditures
will range between $450-$550 million.  These expenditures will
include primarily the completion of the hotel tower and
remodeling at Circus Circus-Tunica and the initial phase of 
construction of Project Paradise on the former Hacienda site.

Share Repurchase

During the year ended January 31, 1997, the Company repurchased
10.1 million shares of its common stock at a total cost of $341.8
million, pursuant to its share repurchase program.  These
repurchases took place in the third and fourth quarters.  The
Company anticipates that it will repurchase shares on an
opportunistic basis, as market conditions warrant.

Debt Facilities

In January 1996, the Company arranged a $1.5 billion unsecured
credit facility with its bank group (see Note 4 of Notes to
Consolidated Financial Statements).  This facility replaced
credit lines with borrowing limits aggregating $895 million.  As
of January 31, 1997, Circus had no borrowings under its facility
but did have $501 million of borrowings under its commercial
paper program, which reduces availability under the facility. 
The Company has obtained a commitment from its bank group to
amend this facility, increasing the size of the facility to at
least $1.75 billion, while lowering its pricing and extending its
term.  The terms of the commitment also permit Circus to
repurchase up to $500 million of its shares.

On February 5, 1996, the Company issued $200 million principal
amount of 6.45% Senior Notes due February 1, 2006.  Proceeds from
this offering were used to reduce the Company's then outstanding
bank borrowings.










                                   -34-

On November 26, 1996, the Company issued $150 million principal
amount of 6.70% Senior Unsecured Debentures due November 15,
2096, which may be redeemed at the option of the holder in
November 2003.  Simultaneously, the Company issued $150 million
principal amount of 7.0% Senior Unsecured Debentures due November
15, 2036, which may be redeemed at the option of the holder in
November 2008.  The proceeds from these offerings were used to
repay amounts due under the Company's commercial paper program.

Joint Ventures

The Company holds a 50% interest in and manages a joint venture
(with Mirage Resorts, Incorporated) which developed and operates
Monte Carlo, a major destination resort that opened June 21, 1996
on the Las Vegas Strip.  Monte Carlo features 3,002 rooms and a
90,000-square-foot casino, with a palatial style reminiscent of
the Belle Epoque, the French architecture of the late 19th
century.  This project had a total cost of approximately $350
million, including land and capitalized interest.  The Company's
equity contribution was $85.8 million, all of which had been
funded as of January 31, 1997.

In July 1995, Silver Legacy, a 50/50 joint venture with the
Eldorado Hotel/Casino, opened in downtown Reno, Nevada.  As a
condition to the joint venture's $220 million bank credit
agreement (which amended and restated the joint venture's
previous $230 million credit agreement), Circus is obligated
under a make-well agreement to make additional contributions to
the joint venture as may be necessary to maintain a minimum
coverage ratio (as defined).  As of January 31, 1997, the Company
also had outstanding loans to the joint venture in the principal
amount of $35.1 million.

In December 1993, Windsor Casino Limited (WCL), a corporation
owned equally by Circus Circus Enterprises, Inc., Caesars World,
Inc. and Hilton Hotels Corporation or their subsidiaries, was
selected to exclusively negotiate an agreement to design, build
and operate a casino complex in Windsor, Ontario, Canada.  Since
May 1994, WCL has operated an interim casino in Windsor's central
business district, immediately across the Detroit River from
Detroit, Michigan.  On January 23, 1997, Circus transferred its
one-third interest in WCL to Caesars and Hilton.

New Projects

During 1995, the Company purchased the Hacienda Hotel and Casino
(which was imploded on December 31, 1996) and 73 acres of
undeveloped land south of the Hacienda.  By virtue of these
purchases, Circus owns a contiguous mile of frontage on the Las
Vegas Strip.  This "Masterplan Mile" runs from Tropicana Avenue
to Russell Road, encompassing the first two freeway exits on
Interstate 15, the main artery from southern California, and
benefits from the most immediate access to the Strip from
McCarran International Airport.  The Company is developing
Masterplan Mile which will involve linking multiple destination
gaming resorts, including Excalibur, Luxor and Project Paradise. 
It is the Company's view that the Las Vegas market can absorb
sizeable new capacity, including that contemplated in its
aforementioned masterplan.  The direction of development in Las
Vegas has shifted toward the south end of the Strip, where the
Company can essentially create the gateway to Las Vegas.

At Luxor, the Company has completed construction of two new hotel
towers, designed in ziggurat shapes, which added 1,950 rooms to
the property, bringing the total rooms base to approximately
4,400.  The majority of the rooms opened December 24, 1996, with
the remainder (including suites) in operation by the end of
February 1997.  This project also involved substantial remodeling
of the property's interior spaces especially the casino and hotel
lobby.  The original scope of the remodeling and expansion of
Luxor was broadened to include new convention space, a redesigned
attractions level, a microbrewery , a luxury health spa, a
showroom, and additional restaurants and retail areas.  While
most of







                                   -35-

the casino remodel was completed by year-end, the expansion
related to retail areas, restaurants, the microbrewery, the
showroom and the reworking of the attractions level will continue
into this fiscal year.  The estimated cost for this expansion is
approximately $350-$400 million and as of January 31, 1997,
$327.9 million had been incurred.  

The Company has commenced construction on an entertainment
megastore of approximately 3,800 rooms on the former site of the
Hacienda Hotel and Casino.  The new resort, whose working title
is Project Paradise, is slated to open late 1998 or early 1999. 
Project Paradise will feature, as its centerpiece, a 10-acre
tropical environment that will contain, among other attractions,
a surfing beach with six-foot waves and a swim-up shark exhibit. 
Inside, Project Paradise will offer waterfalls, terraced gardens,
mythical statuary and open-air restaurants set amid beautifully
crafted environments, including a swan island.  As a follow on to
Paradise, the Company will build a 400-room Four Seasons Hotel
that will connect to the Paradise complex, providing Las Vegas
visitors with a luxury "five-star" hospitality experience.  This
hotel, which will be owned by Circus and managed by Four Seasons
Regent Hotels and Resorts, represents the first step pursuant to
the Company's cooperative effort with Four Seasons to identify
strategic opportunities for development of hotel and casino
properties worldwide.  The cost of Project Paradise itself is
currently estimated at approximately $800 million (excluding the
cost of the Four Seasons Hotel).

In December 1996, the Company completed construction of a 1,000-
room tower addition at Circus Circus-Las Vegas which brought the
total number of rooms at Circus Circus-Las Vegas to approximately
3,700.  The total cost of the 1,000-room tower, including the new
porte cochere, new lobby space, a retail concourse and two new
restaurants, plus the refurbishment of all 1,188 rooms in the
Skyrise Tower was approximately $128 million.  The Company plans
to refurbish the balance of the tower rooms at this property, in
phases, over the coming year.

In Reno, the Company refurbished all of the rooms at Circus
Circus at a cost of approximately $17.6 million.  Additionally,
construction has been completed on a new parking garage which
opened in December and is located immediately north of the
property, between Circus Circus-Reno and Interstate 80.  This
project had a total cost of $14.7 million.

In Tunica County, Mississippi, the Company has commenced
construction of a 1,200-room tower addition to its casino which
will include remodeling and retheming the property into a more
elegant resort under the name Gold Strike Casino Resort.  The
estimated cost of this expansion is $125 million, with a
projected completion in December 1997.  Through January 31, 1997,
the Company has incurred $6.4 million for this project.

Also in Mississippi, the Company has announced that it plans to
develop a hotel/casino resort on the Mississippi Gulf Coast at
the north end of the Bay of St. Louis, near the DeLisle exit on
Interstate 10.  The planned resort will feature 1,500 rooms and
has an estimated cost of $225 million.  The Company anticipates
construction to begin after receipt of all customary approvals. 
As presently contem-


     Map

     Description:  Depicts the location of Circus' proposed new
     project on the Mississippi Gulf Coast on the Bay of St.
     Louis near Interstate 10.

     Text below:

     Circus' proposed project on the Mississippi Gulf Coast is
     well-positioned, with ready access to Interstate 10 - the
     main thoroughfare along the Gulf Coast.









                                   -36-

plated, Circus will own 90% of the project, with a partner
contributing land (up to 500 acres) in exchange for the remaining
10%.

The Company has entered into an agreement with Mirage Resorts,
Incorporated to participate in the development of a 150-acre site
located in the Marina District of Atlantic City.  The agreement
provides for the Company to obtain sufficient land for the
development of a destination resort and casino of at least 2,000
rooms, including dramatic public spaces, in an architectural
format that conforms to a "masterplan".  While Mirage will act as
master-developer for the new Marina District, Circus will own its
land and its resort project, which will connect to Mirage's
resort as well as to a joint venture resort to be developed by
Boyd Gaming Corporation and Mirage.  Mirage's development of the
site is subject to the satisfaction of a number of conditions. 
Accordingly, there can be no assurances as to whether or when
Mirage will proceed with its development of the site.  The
Company's participation, among other conditions, is subject to
Mirage's determination to proceed with development of the site. 
The Company's ability to proceed is also subject to its obtaining
the requisite gaming and other approvals and licenses in New
Jersey, as well as the approval of the gaming authorities in
various other jurisdictions.  While neither the exact extent of a
potential development nor a starting date for construction can be
determined at this time, the Company is currently contemplating
an investment of approximately $600-$700 million to construct
this hotel/casino megaresort.

The Company believes that it has ample capital resources, through
its existing bank arrangements and its operating cash flows, to
meet all of its existing cash obligations, opportunistically
repurchase shares and fund its commitments on the projects
enumerated above.  The Company believes that additional funds
could be raised through debt or equity markets, if necessary.











                                   -37-

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS   

January 31, (in thousands, except share data)         1997         1996 

ASSETS
Current assets
  Cash and cash equivalents                       $   69,516  $   62,704
  Receivables                                         34,434      16,137 
  Inventories                                         19,371      20,459
  Prepaid expenses                                    19,951      19,418
  Deferred income tax                                  8,577       7,272
     Total current assets                            151,849     125,990

Property, equipment and leasehold interests, 
    at cost, net                                   1,920,032   1,474,684

Other assets
  Excess of purchase price over fair
    market value of net assets acquired, net         385,583     394,518 
  Notes receivable                                    36,443      27,508 
  Investments in unconsolidated affiliates           214,123     173,270
  Deferred charges and other assets                   21,081      17,533
     Total other assets                              657,230     612,829

     Total assets                                 $2,729,111  $2,213,503

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Current portion of long-term debt               $      379  $      863 
  Accounts and contracts payable
    Trade                                             22,658      16,824
    Construction                                      21,144           - 
  Accrued liabilities
    Salaries, wages and vacations                     31,847      30,866 
    Progressive jackpots                               6,799       8,151
    Advance room deposits                              7,383       7,517
    Interest payable                                   9,004       3,169
    Other                                             30,554      28,142 

     Total current liabilities                       129,768      95,532

Long-term debt                                     1,405,897     715,214

Other liabilities 
  Deferred income tax                                152,635     148,096
  Other long-term liabilities                          6,439       9,319
     Total other liabilities                         159,074     157,415

     Total liabilities                             1,694,739     968,161

Redeemable preferred stock                            17,631      18,530
Temporary equity                                      44,950           -

Commitments and contingent liabilities                                  

Stockholders' equity 
  Common stock $.01-2/3 par value
    Authorized -- 450,000,000 shares
    Issued -- 112,808,337 and 112,795,332 shares       1,880      1,880
  Preferred stock $.01 par value
    Authorized -- 75,000,000 shares                        -          -
  Additional paid-in capital                         498,893    527,205  
  Retained earnings                                  984,363    883,630
  Treasury stock (18,749,209 and 9,828,809 shares),  
    at cost                                         (513,345)  (185,903) 
    Total stockholders' equity                       971,791  1,226,812

    Total liabilities and stockholders' equity    $2,729,111 $2,213,503 


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




                                       -38-

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME


Year ended January 31, (in thousands, except share data)
                                           1997      1996      1995  
Revenues
  Casino                                 $655,902  $664,772  $612,115
  Rooms                                   294,241   278,807   232,346
  Food and beverage                       210,384   201,385   189,664
  Other                                   146,554   158,534   166,295
  Earnings of unconsolidated affiliates    86,646    45,485     5,459
                                        1,393,727 1,348,983 1,205,879 
  Less-complimentary allowances           (59,477)  (49,387)  (35,697)
                                        1,334,250 1,299,596 1,170,182 
Costs and expenses         
  Casino                                  302,096   275,680   246,416
  Rooms                                   116,508   110,362    94,257
  Food and beverage                       200,722   188,712   177,136
  Other operating expenses                 90,601    92,631   107,297
  General and administrative              227,348   215,083   183,175
  Depreciation and amortization            95,414    93,938    81,109
  Preopening expense                            -         -     3,012
  Abandonment losses                       48,309    45,148         -
                                        1,080,998 1,021,554   892,402 
Operating profit before
   corporate expense                      253,252   278,042   277,780
Corporate expense                          31,083    26,669    21,773 
Income from operations                    222,169   251,373   256,007
Other income (expense)          
  Interest, dividends and
     other income                           5,077     4,022       225 
  Interest income and guarantee fees
     from unconsolidated affiliate          6,865     7,517       992 
  Interest expense                        (54,681)  (51,537)  (42,734)
  Interest expense from unconsolidated
     affiliates                           (15,567)   (5,616)        -
                                          (58,306)  (45,614)  (41,517)

Income before provision for income tax    163,863   205,759   214,490 
Provision for income tax                   63,130    76,861    78,204 

Net income                               $100,733  $128,898  $136,286 
 
Earnings per share                          $0.99     $1.33     $1.59 


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

                                       -39-

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS 

Year ended January 31,                         1997     1996      1995 
Increase (decrease) in cash
 and cash equivalents (in thousands)                 

Cash flows from operating activities
  Net income                                $100,733  $128,898 $136,286

  Adjustments to reconcile net income to  
   net cash provided by operating activities
      Depreciation and amortization          103,717    98,380   82,753
      Increase in deferred income tax          3,234    18,430   28,160
      Increase in interest payable             5,835       839       53
      Loss on sale of fixed assets            47,301    10,481      768
      Increase in other current assets       (17,742)   (2,821)  (2,902)
      Increase in other current liabilities    7,741     4,818    2,700
      (Increase) decrease in other non-
        current assets                        (3,406)   (4,706)   6,880
      Decrease in other noncurrent 
        liabilities                              (65)      (65)     (65)
      Unconsolidated affiliates' earnings
        in excess of distributions           (21,984)   (9,722)  (5,459)

        Total adjustments                    124,631   115,634  112,888

      Net cash provided by operating 
        activities                           225,364   244,532  249,174

Cash flows from investing activities
  Capital expenditures                      (585,835) (221,684)(142,667)
  Increase (decrease) in construction 
    payables                                  21,144    (1,101) (12,743)
  (Increase) decrease in investments 
    in unconsolidated affiliates             (19,204)    1,806  (66,178)
  (Increase) decrease in notes receivable     (8,934)   40,575  (68,083)
  Net cash paid for acquisition of Gold
    Strike Resorts                                 -    (3,929)       - 
  Proceeds from sale of equipment and other 
    assets                                     3,056     1,353      415
  Other                                       (1,270)        -        -

      Net cash used in investing activities (591,043) (182,980)(289,256)

Cash flows from financing activities
  Proceeds from issuance of senior notes 
    and debentures                           499,066         -        -
  Net effect on cash of issuances and 
    payments of debt with initial maturities 
    of three months or less                   43,850  (101,536)  65,378  
  Issuance of debt with initial maturities
    in excess of three months                292,533    32,583        -
  Principal payments of debt with initial
    maturities in excess of three months    (145,392)  (12,852)    (169)
  Exercise of stock options and warrants      28,400    19,114    4,919
  Sale of stock warrants                           -     2,000        - 
  Purchase of subsidiary preferred stock      (1,346)        -        -
  Purchases of treasury stock               (341,837)        -  (15,031)
  Other                                       (2,783)    8,079     (361)

  Net cash provided by (used in) financing
   activities                                372,491   (52,612)  54,736

Net increase in cash and cash equivalents      6,812     8,940   14,654 

Cash and cash equivalents at beginning 
  of year                                     62,704    53,764   39,110

Cash and cash equivalents at end of year     $69,516   $62,704  $53,764

Supplemental cash flow disclosures
  
Cash paid during the year for
  Interest (net of amount capitalized)       $46,498   $49,330   $41,613
  Income tax                                 $48,043   $55,995   $52,500



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




                                       -40-

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY



                                                                                                   
                                         Common Stock Issued Additional                       Total
                                                               Paid-in  Retained  Treasury Stockholders'
(in thousands)                            Shares      Amount   Capital  Earnings   Stock      Equity   
                                                                                 
 
Balance, January 31, 1994                 96,169      $1,603  $120,135  $618,446 $(180,234)  $  559,950
  Net income                                   -           -         -   136,286         -      136,286
  Exercise of stock options and warrants     272           4     4,825         -        90        4,919
  Treasury stock acquired (535 shares),  
   at cost                                     -           -         -         -   (15,031)     (15,031)
Balance, January 31, 1995                 96,441       1,607   124,960   754,732  (195,175)     686,124
  Net income                                   -           -         -   128,898         -      128,898
  Exercise of stock options and warrants      62           1     9,841         -     9,272       19,114
  Issuance of shares in Gold Strike
   acquisition                            16,292         272   388,539         -         -      388,811
  Sale of warrants                             -           -     2,000         -         -        2,000      
  Amortization of deferred compensation        -           -     1,865         -         -        1,865 
Balance, January 31, 1996                112,795       1,880   527,205   883,630  (185,903)   1,226,812
  Net income                                   -           -         -   100,733         -      100,733
  Exercise of stock options and warrants      13           -    14,005         -    14,395       28,400
  Treasury stock acquired (10,096 shares),
   at cost                                     -           -         -         -  (341,837)    (341,837)
  Purchase of subsidiary preferred stock       -           -      (447)        -         -         (447)
  Sale/purchase of puts and calls              -           -   (44,950)        -         -      (44,950)     
  Amortization of deferred compensation        -           -     3,080         -         -        3,080 
Balance, January 31, 1997                112,808      $1,880  $498,893  $984,363 $(513,345)  $  971,791





EX-21
12


                                                              Exhibit 21

                          Subsidiaries of the Company

Set forth below is information concerning the Company's (CCEI) subsidiaries
and their respective ownership.

                                   Jurisdiction             Percentage
Name                               and Form                 of Ownership
                                                                        
Circus Circus Casinos, Inc.(1)     Nevada corporation        100% CCEI
Slots-A-Fun, Inc.(2)               Nevada corporation        100% CCEI
Edgewater Hotel Corporation(3)     Nevada corporation        100% CCEI
Colorado Belle Corp.(4)            Nevada corporation        100% CCEI
New Castle Corp.(5)                Nevada corporation        100% CCEI     
Ramparts, Inc.(6)                  Nevada corporation        100% CCEI     
Circus Circus Mississippi, Inc.(7) Mississippi corporation   100% CCEI
Pinkless, Inc.                     Nevada corporation        100% CCEI
Circus Circus Development Corp.    Nevada corporation        100% CCEI
Galleon, Inc.("GI")                Nevada corporation        100% CCEI
M.S.E. Investments,
   Incorporated  ("MSE")           Nevada corporation        100% CCEI
Last Chance Investments,
   Incorporated ("LCI")            Nevada corporation        100% CCEI
Goldstrike Investments,
   Incorporated ("GSI")            Nevada corporation        100% CCEI
Diamond Gold, Inc. ("DGI")         Nevada corporation        100% CCEI
Oasis Development Company, 
   Inc. ("ODC")                    Nevada corporation        100% CCEI
Goldstrike Finance Company, Inc.   Nevada corporation        100% CCEI
Railroad Pass Investment Group
   ("RPIG")(9)                     Nevada partnership         70% MSE
                                                              20% LCI
                                                              10% GSI
Jean Development Company 
   ("JDC")(10)                     Nevada partnership         40% MSE
                                                              40% LCI
                                                              20% GSI
Jean Development West ("JDW")(11)  Nevada partnership         40% MSE
                                                              40% LCI
                                                              12% GSI
                                                               8% DGI
Nevada Landing Partnership ("NLP") Illinois partnership       40% MSE
                                                              40% LSI
                                                               5% GSI
                                                              15% DGI
Gold Strike L.V. ("GSLV")          Nevada partnership         52% MSE
                                                              39% LCI
                                                             6.5% GSI
                                                             2.5% DGI

Jean Development North ("JDN")      Nevada partnership      47.5% MSE
                                                            38.5% LCI
                                                               5% GSI
                                                               9% DGI
Lakeview Gaming Partnerships
  Joint Venture                     Nevada partnership        25% RPIG
                                                              25% JDC
                                                              25% JDN
                                                              25% JDW
Gold Strike Resorts, Inc.           Nevada corporation       100% CCEI
Gold Strike Fuel Company            Nevada partnership       16 % MSE
                                                             16 % LCI
                                                             16 % GSI
                                                              50% ODC
Jean Fuel Company West              Nevada partnership        40% MSE
                                                              40% LCI
                                                              12% GSI
                                                               8% ODC
Goldstrike Aviation, Incorporated   Nevada corporation       100% CCEI
Circus Circus Missouri, Inc.        Missouri corporation     100% CCEI
Circus Circus Louisiana, Inc.
   ("CCLI")                         Louisiana corporation    100% CCEI
Circus Circus Louisiana II,
   Inc. ("CCLII")                   Louisiana corporation    100% CCEI
Circus Australia Casino, Inc.       Nevada corporation       100% CCEI
Circus Circus Indiana, Inc.         Indiana corporation      100% CCEI
Pine Hills Development              Mississippi partnership   90% PHDII
Pine Hills Development II ("PHDII") Mississippi partnership   58% MSE
                                                              32% LCI
                                                             7.5% GSI
                                                             2.5% DGI
Gold Strike Resorts, L.L.C.         Indiana limited 
                                    liability company         52% MSE
                                                              36% LCI
                                                              10% GSI
                                                               2% DGI
Scentsational, Inc.                 Nevada corporation       100% CCEI
Racing Boats, Inc.                  Nevada corporation       100% CCEI

Other Interests:

Darling Casino Limited              Australian public
                                      company limited
                                      by shares               50% CCEI
Meshell Operating Corp.            Nevada corporation        100% CCEI
Circus and Eldorado Joint Venture  Nevada partnership         50% GI   
Victoria Partners                  Nevada partnership         50% GSLV
Elgin Riverboat Resort             Illinois partnership       50% NLP 



(1)  Doing business as Circus Circus Hotel & Casino - Las Vegas,  Circus
     Circus Hotel & Casino - Reno and Silver City Casino.

(2)  Doing business as Slots-A-Fun Casino.

(3)  Doing business as Edgewater Hotel & Casino.

(4)  Doing business as Colorado Belle Hotel & Casino.

(5)  Doing business as Excalibur Hotel & Casino.

(6)  Doing business as Luxor Hotel & Casino.

(7)  Doing business as Circus Circus - Tunica.

(8)  Doing business as Railroad Pass Hotel & Casino.

(9)  Doing business as Goldstrike Hotel and Gambling Hall.

(10) Doing business as Nevada Landing Hotel & Casino. 




EX-27
13


 

 5
 1,000
       
                             
                   YEAR
                          JAN-31-1997
                               JAN-31-1997
                                          69,516
                                         0
                                   34,434
                                         0
                                     19,371
                               151,849
                                       2,446,934
                                 526,902
                               2,729,111
                          129,768
                                      1,405,897
                           17,631
                                          0
                                         1,880
                                     969,911
                 2,729,111
                                      1,334,250
                             1,334,250
                                                0
                                1,080,998
                                31,083
                                     0
                              58,306
                                163,863
                                    63,130
                            100,733
                                       0
                                      0
                                            0
                                   100,733
                                      .99
                                      .99
        

 



-----END PRIVACY-ENHANCED MESSAGE-----

EX-21

                                                              Exhibit 21

                          Subsidiaries of the Company

Set forth below is information concerning the Company's (CCEI) subsidiaries
and their respective ownership.

                                   Jurisdiction             Percentage
Name                               and Form                 of Ownership
                                                                        
Circus Circus Casinos, Inc.(1)     Nevada corporation        100% CCEI
Slots-A-Fun, Inc.(2)               Nevada corporation        100% CCEI
Edgewater Hotel Corporation(3)     Nevada corporation        100% CCEI
Colorado Belle Corp.(4)            Nevada corporation        100% CCEI
New Castle Corp.(5)                Nevada corporation        100% CCEI     
Ramparts, Inc.(6)                  Nevada corporation        100% CCEI     
Circus Circus Mississippi, Inc.(7) Mississippi corporation   100% CCEI
Pinkless, Inc.                     Nevada corporation        100% CCEI
Circus Circus Development Corp.    Nevada corporation        100% CCEI
Galleon, Inc.("GI")                Nevada corporation        100% CCEI
M.S.E. Investments,
   Incorporated  ("MSE")           Nevada corporation        100% CCEI
Last Chance Investments,
   Incorporated ("LCI")            Nevada corporation        100% CCEI
Goldstrike Investments,
   Incorporated ("GSI")            Nevada corporation        100% CCEI
Diamond Gold, Inc. ("DGI")         Nevada corporation        100% CCEI
Oasis Development Company, 
   Inc. ("ODC")                    Nevada corporation        100% CCEI
Goldstrike Finance Company, Inc.   Nevada corporation        100% CCEI
Railroad Pass Investment Group
   ("RPIG")(9)                     Nevada partnership         70% MSE
                                                              20% LCI
                                                              10% GSI
Jean Development Company 
   ("JDC")(10)                     Nevada partnership         40% MSE
                                                              40% LCI
                                                              20% GSI
Jean Development West ("JDW")(11)  Nevada partnership         40% MSE
                                                              40% LCI
                                                              12% GSI
                                                               8% DGI
Nevada Landing Partnership ("NLP") Illinois partnership       40% MSE
                                                              40% LSI
                                                               5% GSI
                                                              15% DGI
Gold Strike L.V. ("GSLV")          Nevada partnership         52% MSE
                                                              39% LCI
                                                             6.5% GSI
                                                             2.5% DGI

Jean Development North ("JDN")      Nevada partnership      47.5% MSE
                                                            38.5% LCI
                                                               5% GSI
                                                               9% DGI
Lakeview Gaming Partnerships
  Joint Venture                     Nevada partnership        25% RPIG
                                                              25% JDC
                                                              25% JDN
                                                              25% JDW
Gold Strike Resorts, Inc.           Nevada corporation       100% CCEI
Gold Strike Fuel Company            Nevada partnership       16 % MSE
                                                             16 % LCI
                                                             16 % GSI
                                                              50% ODC
Jean Fuel Company West              Nevada partnership        40% MSE
                                                              40% LCI
                                                              12% GSI
                                                               8% ODC
Goldstrike Aviation, Incorporated   Nevada corporation       100% CCEI
Circus Circus Missouri, Inc.        Missouri corporation     100% CCEI
Circus Circus Louisiana, Inc.
   ("CCLI")                         Louisiana corporation    100% CCEI
Circus Circus Louisiana II,
   Inc. ("CCLII")                   Louisiana corporation    100% CCEI
Circus Australia Casino, Inc.       Nevada corporation       100% CCEI
Circus Circus Indiana, Inc.         Indiana corporation      100% CCEI
Pine Hills Development              Mississippi partnership   90% PHDII
Pine Hills Development II ("PHDII") Mississippi partnership   58% MSE
                                                              32% LCI
                                                             7.5% GSI
                                                             2.5% DGI
Gold Strike Resorts, L.L.C.         Indiana limited 
                                    liability company         52% MSE
                                                              36% LCI
                                                              10% GSI
                                                               2% DGI
Scentsational, Inc.                 Nevada corporation       100% CCEI
Racing Boats, Inc.                  Nevada corporation       100% CCEI

Other Interests:

Darling Casino Limited              Australian public
                                      company limited
                                      by shares               50% CCEI
Meshell Operating Corp.            Nevada corporation        100% CCEI
Circus and Eldorado Joint Venture  Nevada partnership         50% GI   
Victoria Partners                  Nevada partnership         50% GSLV
Elgin Riverboat Resort             Illinois partnership       50% NLP 



(1)  Doing business as Circus Circus Hotel & Casino - Las Vegas,  Circus
     Circus Hotel & Casino - Reno and Silver City Casino.

(2)  Doing business as Slots-A-Fun Casino.

(3)  Doing business as Edgewater Hotel & Casino.

(4)  Doing business as Colorado Belle Hotel & Casino.

(5)  Doing business as Excalibur Hotel & Casino.

(6)  Doing business as Luxor Hotel & Casino.

(7)  Doing business as Circus Circus - Tunica.

(8)  Doing business as Railroad Pass Hotel & Casino.

(9)  Doing business as Goldstrike Hotel and Gambling Hall.

(10) Doing business as Nevada Landing Hotel & Casino. 

EX-27

 

<ARTICLE> 5
<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JAN-31-1997
<PERIOD-END>                               JAN-31-1997
<CASH>                                          69,516
<SECURITIES>                                         0
<RECEIVABLES>                                   34,434
<ALLOWANCES>                                         0
<INVENTORY>                                     19,371
<CURRENT-ASSETS>                               151,849
<PP&E>                                       2,446,934
<DEPRECIATION>                                 526,902
<TOTAL-ASSETS>                               2,729,111
<CURRENT-LIABILITIES>                          129,768
<BONDS>                                      1,405,897
<PREFERRED-MANDATORY>                           17,631
<PREFERRED>                                          0
<COMMON>                                         1,880
<OTHER-SE>                                     969,911
<TOTAL-LIABILITY-AND-EQUITY>                 2,729,111
<SALES>                                      1,334,250
<TOTAL-REVENUES>                             1,334,250
<CGS>                                                0
<TOTAL-COSTS>                                1,080,998
<OTHER-EXPENSES>                                31,083
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              58,306
<INCOME-PRETAX>                                163,863
<INCOME-TAX>                                    63,130
<INCOME-CONTINUING>                            100,733
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   100,733
<EPS-PRIMARY>                                      .99
<EPS-DILUTED>                                      .99