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                                                               EXHIBIT 10(iii)

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

THIS AMENDED FIRST AMENDMENT TO OPERATING AGREEMENT (the "First Amendment") is
made and entered into as of the Closing Date, 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.     Pursuant to that certain Operating Agreement of Detroit Entertainment,
L.L.C., dated as of October 7, 1997 (the "Operating Agreement"), Circus and ACG
formed Detroit Entertainment, L.L.C., a Michigan limited liability company (the
"Company").

B .    Atwater Entertainment Associates, L.L.C. ("AEA") and ZRX, L.L.C. ("ZRX")
are the constituent members of ACG.

C.     Circus is a subsidiary of Mandalay Resort Group (formerly known as Circus
Circus Enterprises, Inc.) ("Mandalay").

D.     In connection with the initial formation of the Company, Circus acquired
a 45% Membership Interest in the Company.

E.     As a consequence of the inability of certain members of AEA (the "Exiting
Members") to obtain Michigan gaming licenses, ACG, AEA and ZRX have requested
that Circus purchase the membership interests of the Exiting Members, with such
transaction being structured so that (i) the ownership interest of AEA in ACG
shall be appropriately reduced, (ii) the Membership Interest of ACG in the
Company shall be appropriately reduced and (iii) the ownership interest of
Circus in the Company shall be appropriately increased.

F.     As a consequence of such transactions, it is anticipated that the total
Membership Interest of Circus in the Company will exceed 50%.  As a consequence
of the ownership by Circus by more than 50% of the total Membership Interest in
Company, the Company may, for certain purposes, be deemed to be a subsidiary of
Mandalay.

G.     Pursuant to certain bond indentures and/or other covenants and
agreements which may now or hereafter from time to time be binding upon
Mandalay and/or its affiliates or subsidiaries, Mandalay and its affiliates
or subsidiaries may be subject to certain restrictions affecting the ability
of such Persons to directly or indirectly enter into certain types of
financial or other transactions (the "Restrictive Covenants").

H.     As a material part of the inducement to Circus to purchase the ownership
interests of the Exiting Members and to increase its Membership Interest in the
Company above 50%, Circus has required, and ACG, AEA and ZRX have agreed, that
the parties shall enter into this First Amendment.


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NOW, THEREFORE, as a material inducement to Circus to purchase the ownership
interests of the Exiting Members, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

1.     Notwithstanding anything to the Operating Agreement, ACG, AEA and ZRX
agree and acknowledge that Circus is acquiring the ownership interests Exiting
Members as an accommodation to ACG, AEA and ZRX.

2.     Notwithstanding anything to the contrary contained in the Operating
Agreement (including, without limitation, the provisions of Sections 3.10, 3.11,
and 4.04(d) thereof) and notwithstanding anything to the contrary which may now
or hereafter be provided at law or in equity, in no event shall Circus or any
Management Committee members appointed by Circus be obligated to agree or
consent to any action, or to take or permit to be taken, any action in
connection with the management of the affairs of the Company (including without
limitation, the ownership, operation, financing, refinancing and/or disposition
of any assets of the Company) if, in the opinion of Circus, in its sole
discretion, such action would constitute a violation of any Restrictive Covenant
to which Mandalay or any of its subsidiaries or affiliates are parties, or by
which they are bound, even though such proposed action might otherwise be deemed
beneficial to the Company and/or to the other Member and/or its constituent
members. By way of example and not by way of limitation, if Circus and the
Committee Members appointed by Circus withhold their approval of a proposed
refinancing pursuant to Section 4.04(d) of the Operating Agreement because
Circus has determined that such refinancing would constitute a violation of a
Restrictive Covenant to which Mandalay and/or its subsidiaries are bound, such
disapproval shall not constitute a breach of any express or implied obligation
of Circus (and/or its Affiliates or subsidiaries) to the Company or to the other
Member, its constituent members and/or their constituent members.

3.     Except as otherwise expressly set forth herein, any defined term used in
this First Amendment shall have the same meaning as set forth in the Operating
Agreement.

4.     Except as amended or modified hereby, the Operating Agreement shall
remain unmodified and in full force and effect.

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

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


By:      GLENN W. SCHAEFFER               By:      THOMAS CELANI
   --------------------------------          ---------------------------
    Glenn W. Schaeffer, President             Thomas Celani, President


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CONSENTED TO:

ZRX, L.L.C.                                ATWATER ENTERTAINMENT
                                           ASSOCIATES, L.L.C.


By:    MARIAN ILITCH                       By:   VIVIAN CARPENTER
   ------------------------------             ----------------------------
       Marian Ilitch, Member                     Vivian Carpenter, Member


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