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                                                                   Exhibit 10(j)



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


     This Fourteenth Amendment to the Mandalay Resort Group Employees' Profit
Sharing and Investment Plan is made and entered into this 21/st/ day of
November, 2000, but is effective for all purposes as of April 1, 2001, except as
may be 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 provide for automatic Plan enrollment in the
event a Participant does not complete a salary reduction agreement, to comply
with changes in applicable law by recent Acts of Congress, and to make other
desired changes.

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

                                 I.

     Paragraph (aa) of Article I of the Plan is hereby amended to read as
follows:

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          (aa)  "Employer" shall mean the Company, Circus Circus Casinos, Inc.,
                 --------
     SlotsAFun, Inc., Edgewater Hotel Corporation, Colorado Belle Corp., New
     Castle Corp., Ramparts, Inc., Circus Circus Mississippi, Inc., Mandalay
     Development, Railroad Pass Investment Group, Jean Development Company, Jean
     Development West, Mandalay Corp., Circus Circus Michigan, Inc., and
     Ramparts International, as well as any other subsidiary, related
     corporation or other entity that adopts the Plan with the consent of the
     Company. Railroad Pass Investment Group, Jean Development Company and Jean
     Development West are, at times, collectively referred to herein as the
     "Gold Strike Entities." The term "Employer" shall also include, effective
     as of February 1, 2000, Go Vegas.


                                 II.

     Subparagraph (a)(1) of Article VI of the Plan is hereby amended to read as
follows:

                (1) Amount Contributed.  The Employer shall contribute to the
                    ------------------
          Trust, on behalf of each Participant, a Savings Contribution as
          specified in a written salary reduction agreement (if any) between the
          Participant and such Employer; provided, however, that such
          contribution for a Participant shall not exceed the lesser of

                    (A) $9,500 (adjusted under such regulations as may be issued
                from time to time by the Secretary of the Treasury) with respect
                to any calendar year, or

                    (B) 15% of the Participant's Compensation for such Plan
                Year.

          A Savings Contribution hereunder may be expressed as a fixed dollar
          amount per payroll period, or as a fixed percentage of pay.
          Notwithstanding the foregoing, with respect to a Participant in the
          Plan on April 1, 2001 who does not then have in effect a salary
          reduction agreement, and with respect to a Participant who enters the
          Plan on or after April 1, 2001 who does not otherwise enter into a
          salary reduction agreement as of the date of entry, a pre-tax savings
          contribution in the amount of 2% of such Participant's Compensation
          shall be automatically contributed to the Trust on his behalf (such
          contribution is hereinafter referred to as an "Automatic Savings
          Contribution"). A Participant for whom an Automatic Savings
          Contribution is made pursuant to the prior sentence shall be deemed to
          have completed a salary reduction agreement to reduce the amount
          otherwise payable to him by 2%, and all provisions of the Plan
          referencing a salary reduction agreement shall apply to such Automatic
          Savings Contributions.

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                                      III.

     Effective January 1, 1997, section (B) of subparagraph (a)(6) of Article VI
of the Plan is hereby amended to read as follows:

          (B) (i)  The amount of such excess for the Highly Compensated
          Employees in the aggregate for the Plan Year shall be determined by
          reducing the Savings Contributions of the Highly Compensated Employee
          with the highest Actual Deferral Ratio to the extent required to

                   a. enable the arrangement to satisfy the limitations set
               forth in paragraph (f), or

                   b.   cause such Highly Compensated Employee's Actual Deferral
               Ratio to equal the Actual Deferral Ratio of the Highly
               Compensated Employee with the next highest Actual Deferral Ratio.

     This process shall be repeated until the arrangement satisfies the
     limitations set forth in paragraph (f).

              (ii) The aggregate dollar amount of the excess calculated under
          subsection (i) shall be distributed in accordance with the following
          provisions of this subsection (ii):

                   a.   the Savings Contributions of the Highly Compensated
              Employee with the largest dollar amount of Savings Contributions
              shall be reduced by the amount required to cause such Highly
              Compensated Employee's Savings Contributions to equal the dollar
              amount of the Savings Contributions of the Highly Compensated
              Employee with the next highest dollar amount of Savings
              Contributions;

                   b.   the amount determined in part a. shall be distributed to
             the Highly Compensated Employee with the largest dollar amount of
             Savings Contributions, unless a lesser amount, when added to the
             aggregate dollar amount already distributed under this part b.,
             would equal the aggregate dollar amount of the excess calculated
             under subsection

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             (B)(i), in which event such lesser amount shall be distributed; and

                   c.   if the aggregate dollar amount distributed under part b.
             is then less than the aggregate dollar amount of the excess
             calculated under subsection (i), the steps in this subsection (ii)
             shall be repeated.


                                      IV.

     Effective January 1, 1997, section (E) of subparagraph (a)(6) of Article VI
of the Plan is hereby deleted in its entirety.


                                       V.

     Effective January 1, 1997, section (C) of subparagraph (b)(3) of Article VI
of the Plan is hereby amended to read as follows:

        (C) (i)  The amount of such excess for the Highly Compensated Employees
        in the aggregate for the Plan Year shall be determined by reducing the
        Matching Contribution of the Highly Compensated Employee with the
        highest Actual Contribution Ratio to the extent required to

                 a.   enable the arrangement to satisfy the limitations set
            forth in paragraph (f), or

                 b.   cause such Highly Compensated Employee's Actual
            Contribution Ratio to equal the Actual Contribution Ratio of the
            Highly Compensated Employee with the next highest Actual
            Contribution Ratio.

     This process shall be repeated until the arrangement satisfies the
     limitations set forth in paragraph (f).

            (ii) The aggregate dollar amount of the excess calculated under
        subsection (i) shall be distributed in accordance with the following
        provisions of this subsection (ii):

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                         a.   the Matching Contributions of the Highly
                    Compensated Employee with the largest dollar amount of
                    Matching Contributions shall be reduced by the amount
                    required to cause such Highly Compensated Employee's
                    Matching Contributions to equal the dollar amount of the
                    Matching Contributions of the Highly Compensated Employee
                    with the next highest dollar amount of Matching
                    Contributions;

                         b.   the amount determined in part a. shall be
                    distributed to the Highly Compensated Employee with the
                    largest dollar amount of Matching Contributions, unless a
                    lesser amount, when added to the aggregate dollar amount
                    already distributed under this part b., would equal the
                    aggregate dollar amount of the excess calculated under
                    subsection (i), in which event such lesser amount shall be
                    distributed; and

                         c.   if the aggregate dollar amount distributed under
                    part b. is then less than the aggregate dollar amount of the
                    excess calculated under subsection (i), the steps in this
                    subsection (ii) shall be repeated.


                                      VI.

     Effective January 1, 1997, section (G) of subparagraph (b)(3) of Article VI
of the Plan is hereby deleted in its entirety.


                                     VII.

     Effective January 1, 1995, sections (A) and (B) of subparagraph (c)(4) of
Article VIII of the Plan are hereby amended to read as follows:

              (A)   Notwithstanding any other provision of this paragraph (c),
        if at any time a Participant is less than 100% vested in his Matching
        Contribution Account, Automatic Contribution Account, ESOP Matching
        Contribution Account, ESOP Automatic Contribution Account and
        Discretionary Contribution Account and, as a result of his severance of
        employment, he receives his entire vested severance of employment
        benefit pursuant to the

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        provisions of Article IX, and the distribution of such benefit is made
        not later than the close of the 5th Plan Year following the Plan Year in
        which such termination occurs (or such longer period as may be permitted
        by the Secretary of the Treasury, through regulations or otherwise),
        then subsequent to the occurrence of such distribution, the non-vested
        interest of the Participant in his Matching Contribution Account,
        Automatic Contribution Account, ESOP Matching Contribution Account, ESOP
        Automatic Contribution Account and Discretionary Contribution Account
        shall be forfeited at the time of such receipt. Such forfeited amount
        shall be held in suspense during the Plan Year in which the forfeiture
        occurs and allocated at the end of such Plan Year as provided in
        paragraphs (d)(5) and (f) of Article VII.

              (B) If a Participant is not vested as to any portion of his
        Matching Contribution Account, Automatic Contribution Account, ESOP
        Matching Contribution Account, ESOP Automatic Contribution Account and
        Discretionary Contribution Account, he will be deemed to have received a
        distribution upon distribution of his Savings Contribution Account, his
        401(k) Employer Contribution Account and his Rollover Contribution
        Account, if any. If the Participant has no such accounts, he shall be
        deemed to have received a distribution immediately following his
        severance of employment. Coincident with the occurrence of such deemed
        distribution, the non-vested interest of the Participant in his Matching
        Contribution Account, Automatic Contribution Account, ESOP Matching
        Contribution Account, ESOP Automatic Contribution Account and
        Discretionary Contribution Account shall be forfeited. Such forfeited
        amount shall be held in suspense during the Plan Year in which the
        forfeiture occurs and allocated at the end of such Plan Year as provided
        in paragraphs (d)(5)(E) and (f) of Article VII.


                                     VIII.

     Effective January 1, 1997, subsection (ii) of section (a)(2)(A) of Article
IX of the Plan is hereby amended to read as follows:

                   (ii) April 1 after the end of the calendar year in which he
              attains age 70 1/2 or retires, whichever is later; provided,
              however, that an Employee who is a 5% owner (as defined in Section
              416 of the Code) shall begin receiving payment of his retirement
              benefit no later than the April 1 after the end of the calendar
              year in which he

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              attains age 70 1/2, even if he has not actually retired from the
              employ of his Employer at that time; provided, further, however,
              that any Participant who attains age 70 1/2 after December 31,
              1995 shall have the option of either commencing distributions by
              April 1 following the attainment of age 70 1/2 or deferring such
              distributions until he actually retires.


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

ATTEST:                                     MANDALAY RESORT GROUP

     (CORPORATE SEAL)


  YVETTE E. LANDAU                          By: GLENN SCHAEFFER
-----------------------------------             --------------------------------
Secretary                                       President

                                                            "COMPANY"