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                                                                    Exhibit 4(g)

                               SIXTEENTH AMENDMENT
                                     TO THE
                              MANDALAY RESORT GROUP
                  EMPLOYEES' PROFIT SHARING AND INVESTMENT PLAN

     This Sixteenth Amendment to the Mandalay Resort Group Employees' Profit
Sharing and Investment Plan is made and entered into this 20th day of November,
2002, but is effective as of January 1, 2002, except as otherwise provided
herein, by Mandalay Resort Group (referred to hereinafter as the "Company").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, the Company and the other Employers have previously adopted the
Mandalay Resort Group Employees' Profit Sharing and Investment Plan, which has
been amended from time to time (as amended, the "Plan"); and

     WHEREAS, pursuant to the terms of the Plan, the Company is authorized and
empowered to further amend the Plan; and

     WHEREAS, the Company deems it advisable and in the best interests of the
Participants to amend the Plan to permit more frequent changes in designated
investments, to comply with recent changes in applicable law, and to make other
desired changes.

     NOW, THEREFORE, the Plan is hereby amended as follows:

                                       I.

     Effective as of December 4, 2002, paragraph (b) of Article X of the Plan is
hereby amended to read as follows:

          (b) Time and Manner of Designating Investments. The elections
     described in paragraph (a) shall be made in such manner and form as may be
     approved by the Plan Administrator from time to time, with the Participant
     designating the percentage of each of his Accounts which is subject to the
     provisions of paragraph (a) to be allocated to any Fund specified in
     paragraph (a)(1). Any such designation may be changed on any business day,
     and as frequently as the Participant shall elect; provided that the Plan
     Administrator shall establish uniform and non-discriminatory rules for
     determining the day and time as of which changes shall become effective. No
     more than 25% of a Participant's current contributions shall be invested in
     the Mandalay Stock Fund. The combined percentage of a Participant's
     Matching Contribution Account, Automatic Contribution Account,
     Discretionary

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     Contribution Account, Rollover Contribution Account and 401(k) Employer
     Contribution Account, together with any portion of his ESOP Matching
     Contribution Account and ESOP Automatic Contribution Account which is
     subject to a diversification election, which is invested in the Mandalay
     Stock Fund, shall not exceed 25% of the Participant's combined balances of
     such Accounts.

                                       II.

     Effective with respect to distributions made after December 31, 2002, a new
section (C) is added at the end of Article IX(a)(2), to read as follows:

          (C) Notwithstanding the foregoing, effective with respect to
     distributions made after December 31, 2002, if the value of the benefit
     distributable to a minor does not exceed $5,000, distribution may be made,
     at the direction of the Plan Administrator, to a parent of the minor, to a
     person who has legal custody of the minor, or to a relative of the minor
     whom the Plan Administrator reasonably believes to be managing the minor's
     financial affairs.

                                      III.

     The following clarifying sentence is added at the end of Article VI(j):

          Rollover contributions shall be permitted only from qualified
     retirement plans and from such other sources as the Plan Administrator
     shall consent to, in accordance with its uniform nondiscriminatory policy.

                                       IV.

     The Plan is amended to add a new Article XVI thereto, such Article XVI to
read as follows:

                                   ARTICLE XVI

                        Minimum Distribution Requirements

          This Article XVI is intended to comply with the requirements of
     Revenue Procedure 2002-29.

     (a) General Rules

          (1) Effective Date. The provisions of this Article shall apply for
     purposes of determining required minimum distributions for calendar years
     beginning with the 2003 calendar year.

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          (2) Precedence. The requirements of this Article shall take precedence
     over any inconsistent provisions of the Plan.

          (3) Requirements of Treasury Regulations Incorporated. All
     distributions required under this Article shall be determined and made in
     accordance with the Treasury regulations under Section 401(a)(9) of the
     Code.

          (4) TEFRA Section 242(b)(2) Elections. Notwithstanding the other
     provisions of this Article, distributions may be made under a designation
     made before January 1, 1984, in accordance with Section 242(b)(2) of the
     Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the
     Plan that relate to Section 242(b)(2) of TEFRA.

     (b) Time and Manner of Distribution

          (1) Required Beginning Date. The Participant's entire interest shall
     be distributed to the Participant no later than the Participant's required
     beginning date.

          (2) Death of Participant Before Distributions Begin. If the
     Participant dies before distributions begin, the Participant's entire
     interest shall be distributed no later than December 31 of the calendar
     year containing the fifth anniversary of the Participant's death, subject,
     however, to the provisions of Article IX(a)(2) for beneficiaries who are
     legally incompetent, by age or otherwise.

          (3) Form of Distribution. All distributions shall be made in the form
     of a single sum on or before the required beginning date. No Participant's
     interest shall be distributed in the form of an annuity purchased from an
     insurance company.

          (4) Election by Beneficiaries. Any beneficiary who is entitled to a
     benefit under section subparagraph (2) may make an irrevocable election to
     receive the benefit at any time before the date distribution of such
     benefit is required to begin under subparagraph (2).

     (c) Definitions

          (1) Designated beneficiary. The individual who is designated as the
     beneficiary under Article VIII(d) of the Plan and is the designated
     beneficiary in accordance with Section 401(a)(9) of the Code and Section
     1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

          (2) Distribution calendar year. A calendar year for which a minimum
     distribution is required. For distributions beginning before the
     Participant's death, the first distribution calendar year is the calendar
     year immediately preceding the calendar year which contains the
     Participant's required beginning date. For distributions beginning after
     the Participant's death, the first distribution calendar

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     year is the calendar year in which distributions are required to begin
     under paragraph (b)(2) of this Article. The required minimum distribution
     for the Participant's first distribution calendar year will be made on or
     before the Participant's required beginning date. The required minimum
     distribution for other distribution calendar years, including the required
     minimum distribution for the distribution calendar year in which the
     Participant's required beginning date occurs, will be made on or before
     December 31 of that distribution calendar year.

          (3) Participant's account balance. The account balance as of the last
     valuation date in the calendar year immediately preceding the distribution
     calendar year (the "valuation calendar year"), adjusted as follows: (1) the
     account balance is increased by the amount of any contributions made and
     allocated or forfeitures allocated to the account balance as of dates in
     the valuation calendar year after the valuation date; and (2) the account
     balance is decreased by distributions made in the valuation calendar year
     after the valuation date. The account balance for the valuation calendar
     year includes any amounts rolled over or transferred to the plan either in
     the valuation calendar year or in the distribution calendar year if
     distributed or transferred in the valuation calendar year.

          (4) Required beginning date. The date specified in Article
     IX(a)(2)(A)(ii) of the Plan.


     IN WITNESS WHEREOF, this Sixteenth Amendment has been executed as of the
date first written above.

ATTEST:                              MANDALAY RESORT GROUP

         (CORPORATE SEAL)

   /s/ Yvette E. Landau              By:      /s/ Glenn W. Schaeffer
---------------------------------        ---------------------------------------
Secretary                                President


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