8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)                             August 26, 2004                 

MANDALAY RESORT GROUP
(Exact Name of Registrant as specified in its charter)

Nevada	1-8570	88-0121916
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3950 Las Vegas Boulevard South, Las Vegas, Nevada 89119
(Address of principal executive offices)

Registrant's telephone number, including area code     (702) 632-6700

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
	(17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
	(17 CFR 240.13e-4(c))

INFORMATION INCLUDED IN THIS REPORT

Item 8.01.	Other Events
	This report is being filed for the purpose of filing the item included as an exhibit to this report.
Item 9.01.	Financial Statements and Exhibits.
	(c)	Exhibits:
	99.1	Press Release dated August 26, 2004, reissuing Mandalay Resort Group's press release of July 26, 2004 to correct certain information contained in such release.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                                                                                                                MANDALAY RESORT GROUP

Dated: August 26, 2004	By:	/s/ LES MARTIN
		Les Martin
		Vice President, Chief Accounting Officer and Treasurer

Index to Exhibits

No.	Description
99.1	Press Release dated August 26, 2004, reissuing Mandalay Resort Group's press release of July 26, 2004 to correct certain information contained in such release.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	CONTACT:	Glenn Schaeffer
		702- 632-6710
		Les Martin
		702-632-6820

MANDALAY RESORT GROUP

CORRECTION OF CASH

SETTLEMENT NOTICE

LAS VEGAS, NV August 26, 2004 Mandalay Resort Group is today reissuing its press release of July 26, 2004 to correct certain information contained in such release.  The corrected press release is set forth in full below.

LAS VEGAS, NV July 26, 2004 Mandalay Resort Group (NYSE: MBG - News) today announced that it has delivered an Irrevocable Cash Settlement Notice to The Bank of New York, as Conversion Agent, with respect to Mandalay’s $400 million original principal amount of Floating Rate Convertible Senior Debentures due 2033. Pursuant to this notice, for every $1,000 original principal amount of debentures that a holder converts, Mandalay must cash settle a number of shares of common stock equal to the base conversion rate in effect on the conversion date if the notes are ultimately converted, provided, however, that the amount of cash that Mandalay will be required to pay to cash settle the shares shall be limited to $1,000 per debenture.  Assuming all of the debentures are converted, this would represent a maximum cash settlement payment of $400 million.  Any additional obligation to holders who elect conversion will be settled, at the option of Mandalay, in cash or shares of Mandalay common stock.

Mandalay Resort Group owns and operates 11 properties in Nevada:  Mandalay Bay, Luxor, Excalibur, Circus Circus, and Slots-A-Fun in Las Vegas; Circus Circus-Reno; Colorado Belle and Edgewater in Laughlin; Gold Strike and Nevada Landing in Jean and Railroad Pass in

Henderson.  The company also owns and operates Gold Strike, a hotel/casino in Tunica County, Mississippi.  The company owns a 50% interest in Silver Legacy in Reno, and owns a 50% interest in and operates Monte Carlo in Las Vegas.  In addition, the company owns a 50% interest in and operates Grand Victoria, a riverboat in Elgin, Illinois, and owns a 53.5% interest in and operates MotorCity in Detroit, Michigan.