Exhibit 10(www)


                  FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
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     FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment")
dated as of January 2, 2001 between Bank of America, N.A., a national banking
association, MBG Trust a Delaware business trust and Mandalay Resort Group, a
Nevada corporation.

     WHEREAS, the parties have entered into a Stock. Purchase Agreement (the
"Agreement"), dated as of September 8, 2000; and

     WHEREAS, the parties wish to amend the Agreement subject to the terms and
conditions of this Amendment;

     NOW THEREFORE, in consideration of the foregoing and of the mutual
agreements herein contained and for other good and valuable consideration
receipt of which is hereby acknowledged, the parties hereto agree as follows:

     1.     Amendment. The parties agree that the reference to "January 5, 2001"
in Section 2.2(d) of the Agreement shall be replaced with "March 30, 2001".

     2.     Governing Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of New York (without giving effect to
choice of law principles).

     3.     Miscellaneous. This Amendment constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto. No amendment,
modification or waiver in respect of this Amendment will be effective unless in
writing (including a writing evidenced by a facsimile transmission) and executed
by each of the parties. This Amendment may be executed and delivered in
counterparts (including by facsimile transmission), each of which will be deemed
an original. The headings used in this Amendment are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Amendment.

     4.      Agreement Continuation. The Agreement, as modified herein, shall
continue in full force and effect. All references to the Agreement in the
Agreement or any document related thereto shall for all purposes constitute
references to tho Agreement as amended hereby.


     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers on the date and year first above
written.


MANDALAY RESORT GROUP


By:          GLENN W. SCHAEFFER
    -----------------------------
      Name:  Glenn W. Schaeffer
      Title: President and Chief  Financial Officer


MBG TRUST

By: WILMINGTON TRUST COMPANY,
    not in its individual capacity by solely
    as Trustee


By:       MARY KAY PUPILLO
    -----------------------------------------------
    Name:  Mary Kay Pupillo
    Title: Senior Financial Services Officer


BANK OF AMERICA, N.A.

By:        WILLIAM C. CACCAMISE
    -------------------------------------------
    Name:  William C. Caccamise
    Title: Authorized Signatory