Exhibit 10(ddd)


                   THIRD AMENDMENT TO OPERATING AGREEMENT OF
                         DETROIT ENTERTAINMENT, L.L.C.
                     A MICHIGAN LIMITED LIABILITY COMPANY


THIS THIRD AMENDMENT TO OPERATING AGREEMENT (the "Third Amendment") is made and
entered into as of the 21/st/ day of January, 2001, by and between CIRCUS CIRCUS
MICHIGAN, INC., a Michigan corporation, ("Circus") and ATWATER CASINO GROUP,
L.L.C., a Michigan limited liability company, ("ACG"), with reference to the
following:

     A.   Circus and ACG desire to refine the definition of Tax Distribution as
          set forth in Appendix A of the Detroit Entertainment, L.L.C. Operating
          Agreement for the purpose of giving guidance to the Management
          Committee of Detroit Entertainment, L.L.C. regarding the amount and
          timing of any Tax Distribution made under the terms and provisions of
          the Detroit Entertainment, L.L.C. Operating Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

     1.   The definition of "Tax Distribution" set forth in Appendix A of the
          Detroit Entertainment, L.L.C. Operating Agreement is hereby amended in
          its entirety to read as follows:

          "Tax Distribution" when used with respect to a Member means, as to
          each Fiscal Year, the maximum federal, State of Michigan, and City of
          Detroit and/or other Michigan local municipal tax rate multiplied by
          such Member's estimated distributive share of Profits of the Company
          for such Fiscal Year, and when used with respect to the Company means
          with respect to each Fiscal Year an amount equal to the sum of all of
          the Members' Tax Distributions with respect to such Fiscal Year. Upon
          the request of the Management Committee of the Company, the Company's
          independent certified public accounting firm shall certify in writing
          to the Company and its Members the maximum federal, State of Michigan
          and City of Detroit individual and/or corporate tax rate (or other
          Michigan local municipal individual/or corporate tax rate as requested
          by the Management Committee) for the tax year specified by the
          Management Committee, which shall be the tax rates used for
          computation of the Tax Distribution for estimated distributive profits
          allocated to the Members for said specified tax year. Each Member
          shall receive the same percentage Tax Distribution based upon the
          Member's distributive share of the Profits of the Company. [E.g. By
          way of example only, if the actual estimated highest percentage of
          combined federal, State of Michigan and City of Detroit tax liability
          of any Member or of one of the members of any Member is 40%, then an
          amount equal to 40% of each Member's

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          distributive share of estimated Profits of the Company for the
          relevant quarter of the Fiscal Year shall be distributed to each
          Member.] Each Member shall receive such Tax Distribution on April 10,
          June 10, September 10 and January 10, or the next business day, if a
          holiday or weekend, of every Fiscal Year based on the Member's
          distributive share of estimated profits through the preceding month of
          such Fiscal Year reduced by prior Tax Distributions already received
          by the Member for the relevant Fiscal Year. The Members recognize and
          acknowledge that they may be receiving a Tax Distribution well in
          advance of the date their actual tax liability is due (for example, in
          April of 2000 for a tax payment due in April of 2001), and each
          Member, and the members of each Member, shall be solely responsible
          for reserving any early Tax Distribution for payment of its, or their,
          tax liability.

IN WITNESS WHEREOF, the undersigned have executed this Third Amendment as of the
date first set forth above.

CIRCUS CIRCUS MICHIGAN, INC., a        ATWATER CASINO GROUP, L.L.C., a
Michigan corporation, Member           Michigan limited liability company,
                                       Member

By: GLENN SCHAEFFER                    By:  Atwater Entertainment Associates,
    -------------------------               L.L.C., a Michigan limited liability
Its: President                              company, Member
    -------------------------

                                            By:  VIVIAN CARPENTER
                                                 --------------------------
                                            Its: President
                                                 --------------------------

                                       By:  Z.R.X, L.L.C., a Michigan limited
                                            liability company, Member

                                            By:  Z.L.M. Corporation, a
                                                 Michigan Corporation

                                                 By:  THOMAS CELANI
                                                      ---------------------
                                                      Thomas Celani,
                                                      President


                                                 By:  MARIAN ILITCH
                                                      ---------------------
                                                      Marian Ilitch,
                                                      Secretary and Treasurer

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