UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION 
                          WASHINGTON, D.C. 20549 
                                 FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934  
For the fiscal year ended    January 31, 1998    
                   OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934  
For the transition period from                  to               


Commission File Number                  1-8570                   

                                 CIRCUS CIRCUS ENTERPRISES, INC.             
     (Exact name of Registrant as specified in its charter)

          Nevada                           88-0121916            
State or other jurisdiction of    (I.R.S. Employer Identification 
incorporation or organization)                No.)

2880 Las Vegas Boulevard South, Las Vegas, Nevada  89109-1120    

(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code:(702) 734-0410

Securities registered pursuant to Section 12(b) of the Act:

                                 Name of Each Exchange
Title of Each Class               on which Registered       
Common Stock, $.01-2/3          New York Stock Exchange and     
     Par Value                         Pacific Exchange
Common Stock Purchase Rights     New York Stock Exchange and      
                                       Pacific Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

    Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X    No      

    Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

    The aggregate market value of the voting stock of the
Registrant held by persons other than the Registrant's directors
and executive officers as of April 20, 1998 (based upon the last
reported sale price on the New York Stock Exchange on such date)
was $1,598,200,968.

    The number of shares of Registrant's Common Stock,
$.01-2/3 par value, outstanding at April 20, 1998: 95,129,383.
                                                               
                    DOCUMENTS INCORPORATED BY REFERENCE
    PART II - Portions of the Registrant's Annual Report to
Stockholders for the year ended January 31, 1998 are incorporated
by reference into Items 7 through 8, inclusive.

    PART III - Portions of the Registrant's definitive
proxy statement in connection with the annual meeting of
stockholders to be held on June 18, 1998, are incorporated by
reference into Items 10 through 13, inclusive. 

                                  PART I

ITEM 1.  BUSINESS.

General

    Circus Circus Enterprises, Inc. (the "Company"), which
was incorporated in 1974, currently owns and operates, through
wholly owned subsidiaries, nine hotel-casino properties in Nevada
with a total of 17,694 guest rooms.  These properties include (i)
three hotel/casinos in Las Vegas (Circus Circus-Las Vegas, Luxor
and Excalibur), (ii) the Circus Circus Hotel and Casino in Reno,
(iii) the Colorado Belle Hotel and Casino and the Edgewater Hotel
and Casino which are located on the Colorado River in Laughlin,
(iv) Gold Strike Hotel and Gambling Hall and the Nevada Landing
Hotel & Casino in Jean, and (v) Railroad Pass Hotel and Casino in
Henderson.  The Company also owns and operates a dockside casino
situated on a 24-acre site in Tunica County, Mississippi, which
includes a 1,066 room hotel tower placed in service during late
1997 and early 1998.  It also operates two smaller casinos on the
Las Vegas Strip, Slots-A-Fun (which the Company also owns) and
the Silver City Casino (which the Company operates under a lease
which expires in October 1999).  For additional information
concerning the properties owned and operated by the Company, see
 Description of the Company s Operating Hotels and Casinos  in
this Item 1.

    The Company, through wholly owned subsidiaries, is a
50% participant in (i) a joint venture (the  Las Vegas Joint
Venture ) which owns and operates Monte Carlo, a hotel-casino on
the Las Vegas Strip which opened in June 1996, (ii) a joint
venture (the "Elgin Joint Venture") which owns and operates the
Grand Victoria, a riverboat casino, and a related land-based
entertainment complex located in Elgin, Illinois, and (iii)
a joint venture (the "Reno Joint Venture") which owns and
operates Silver Legacy, a hotel-casino located in downtown Reno
that opened in July 1995 and is situated between (and connected
by enclosed climate-controlled skyways to) Circus Circus-Reno and
another hotel-casino owned and operated by an affiliate of the
other participant in the Reno Joint Venture.  For additional
information concerning the properties with which the Company is
involved through the aforementioned joint ventures, see "Joint
Venture Participation" in this Item 1.

    For information concerning the Company s current
expansion activities, including Mandalay Bay, a 3,700 room hotel-
casino resort being constructed by the Company on the Las Vegas
Strip and its participation in a joint venture which has been
selected to develop one of three casinos permitted to be
developed in Detroit, Michigan (the "Detroit Joint Venture"), see
 Current Expansion Activities  in this Item 1.

    Unless the context otherwise indicates, all references
to the Company are to Circus Circus Enterprises, Inc. and its
subsidiaries.

Description of the Company's Operating Hotels and Casinos

    Set forth below is certain information as of
January 31, 1998, concerning the properties (with the exception
of Silver City, which is leased) that are owned and operated by
the Company  Such properties are more fully described following
the table.

                        Company Operated Properties


                           Hotel    Square                Gaming      Parking 
Location/Property          Rooms    Footage   Slots (1)   Tables (2)  Spaces  
 
Las Vegas, Nevada            
  Circus Circus            3,744    109,000      2,429         75      4,700   
  Luxor                    4,425    120,000      2,119        106      3,200   
  Excalibur                4,000    110,000      2,471         80      4,000   
  Silver City                  -     18,200        448         19        350  
  Slots-A-Fun                  -     16,700        540         26          -

Reno, Nevada
  Circus Circus            1,605     60,000      1,791         65      3,000   

Laughlin, Nevada
  Colorado Belle           1,226     64,000      1,254         40      1,700   
  Edgewater                1,450     44,000      1,286         42      2,300   

Jean, Nevada
  Gold Strike                813     37,000      1,080         22      2,100   
  Nevada Landing             303     36,000      1,050         21      1,400   

Henderson, Nevada
  Railroad Pass              120     21,000        406          9        600  

Tunica County, Mississippi
  Gold Strike              1,066     48,000      1,231         46      1,400   
__________________ 
(1) Includes slot machines and other coin-operated devices.

(2) Generally includes blackjack ( 21 ), craps, pai gow poker,
    Caribbean stud poker, wheel of fortune and roulette.  Each
    property also offers poker.  With the exception of Silver
    City, Slots-A-Fun and Gold Strike-Tunica, each property also
    offers keno, and, with the exception of Silver City,
    Slots-A-Fun, the two Gold Strike properties and Railroad
    Pass, each property offers a race and/or sports book. 
                             ________________

Las Vegas, Nevada

 Circus Circus-Las Vegas.  Circus Circus-Las Vegas, the
Company's original property, is a circus-themed hotel and casino
complex situated on approximately 69 acres on the north end of
the Las Vegas Strip.  From a "Big Top" above the casino, Circus
Circus-Las Vegas offers its guests a variety of circus acts
performed daily, free of charge.  A mezzanine area overlooking
the casino has a circus midway with carnival-style games and an
arcade that offers a variety of amusements and electronic games. 
Three specialty restaurants, a buffet with a seating capacity of
approximately 1,200, two coffee shops, three fast food snack
bars, several cocktail bars and a variety of gift shops and
specialty shops are also available to the guests at Circus
Circus-Las Vegas.  Grand Slam Canyon, an "adventuredome" covering
approximately five acres, offers theme park entertainment that
includes a high-speed, double-loop, double-corkscrew roller
coaster, a coursing river flume ride on white-water rapids,
several rides and attractions designed for preschool age
children, themed carnival-style midway games, a state-of-the-art
arcade, a 65-foot waterfall, animated life-size dinosaurs, food
kiosks and souvenir shops, all in a climate-controlled setting
under a giant space-frame dome.  Circus Circus-Las Vegas also
offers accommodations for approximately 384 recreational vehicles
at the property's Circusland RV Park.  

 Luxor.  Luxor, which opened in October 1993, is an Egyptian-
themed hotel and casino complex which features a 30-story pyramid
and two 22-story hotel towers.  The hotel towers, which added
1,950 rooms by the end of February 1997, were part of an
expansion program at Luxor which also added 20,000 square feet of
convention space, extensively remodeled the casino level of the
pyramid which included the addition of 20,000 square feet of
casino space, relocated the hotel s front desk, reworked the
front entrance, relocated and rethemed the buffet and connected
Luxor to Excalibur by a climate-controlled skyway with moving
walkways.  The expansion program, which was substantially
completed during fiscal 1998, also included the reworking of the
attractions level, the addition of a new restaurant, a multi-
purpose showroom and a nightclub.  Situated at the south end of
the Las Vegas Strip on a 64-acre site adjacent to Excalibur,
Luxor features a food and entertainment area on three different
levels beneath a soaring hotel atrium.  The pyramid s hotel rooms
can be reached from the four corners of the building by state-of-
the-art "inclinators" which travel at a 39-degree angle.  Above
the pyramid s casino, a series of special-format filmed
attractions are designed to seemingly transport visitors to
extraordinary places of times past, present and future.  Luxor's
other public areas include a buffet with a seating capacity of
approximately 800, seven restaurants including two gourmet
restaurants, as well as a snack bar, a food court featuring
national fast food franchises, several cocktail lounges and a
variety of specialty shops.

  Excalibur.  Excalibur is a castle-themed hotel and
casino complex situated on the south end of the Las Vegas Strip
on a 53-acre site adjacent to Luxor.  Excalibur, which is
connected to Luxor by a new climate-controlled skyway with moving
walkways, offers its guests more than 400,000 square feet of
public entertainment area, including the casino.  Excalibur's
other public areas include a Renaissance faire, a medieval
village, an amphitheater with seating capacity of nearly 1,000
where nightly mock jousting tournaments and costume drama are
presented, two dynamic motion theaters, various artisans' booths
and medieval games of skill.  In addition, Excalibur has a buffet
with a seating capacity of approximately 1,300, eight themed
restaurants, as well as several snack bars, cocktail lounges and
a variety of specialty shops.   

Reno, Nevada

  Circus Circus-Reno.  Circus Circus-Reno is a circus-
themed hotel and casino complex situated in downtown Reno,
Nevada.  From a "Big Top" above the casino, Circus Circus-Reno 
offers its guests a variety of circus acts performed daily free
of charge.  A mezzanine area has a circus midway with carnival-
style games and an arcade that offers a variety of amusements and
electronic games.  The facilities at Circus Circus-Reno also
include two specialty restaurants, a buffet with a seating
capacity of approximately 450, a coffee shop, a deli/bakery, a
fast food snack bar, cocktail lounges, a gift shop and specialty
shops.  For information concerning the Company's participation in
a joint venture which owns and operates Silver Legacy, a casino,
hotel and entertainment complex which is connected to Circus
Circus-Reno by an enclosed skywalk, see "Joint Venture
Participation -- Reno Joint Venture" in this Item 1.

Laughlin, Nevada

  Colorado Belle.  The Colorado Belle Hotel and Casino is
situated on a 22-acre site on the bank of the Colorado River
(with 1,080 feet of river frontage) in Laughlin, Nevada,
approximately 90 miles south of Las Vegas.  The Colorado Belle,
which features a 600-foot replica of a Mississippi riverboat,
includes among its facilities a 350-seat buffet, a coffee shop,
three specialty restaurants, a microbrewery, fast food snack
bars, and cocktail lounges as well as a gift shop and other
specialty shops. 

  Edgewater.  The Edgewater Hotel and Casino is situated
on a 16-acre site adjacent to the Colorado Belle in Laughlin,
Nevada with approximately 1,640 feet of frontage on the Colorado
River.  The Edgewater's facilities include a specialty
restaurant, a coffee shop, a buffet with a seating capacity of
735, a snack bar and cocktail lounges.

Jean, Nevada

  Gold Strike.  Gold Strike Hotel & Gambling Hall is an
"old west" themed hotel-casino located on approximately 51 acres
of land on the east side of I-15, the primary thoroughfare
between Las Vegas and southern California.  The property
includes, among other amenities, several restaurants, a gift
shop, an arcade, a swimming pool and spa and a banquet center
equipped to serve 260 people.  The casino has a stage bar with
regularly scheduled live entertainment and a casino bar.

  Nevada Landing.  Nevada Landing Hotel & Casino is a
turn-of-the-century riverboat themed hotel-casino located on
approximately 55 acres of land across I-15 from Gold Strike.  The
property includes a 72-seat Chinese restaurant, a full-service
coffee shop, a buffet, a snack bar, a gift shop, a swimming pool
and spa and a 300-guest banquet facility.

Henderson, Nevada

  Railroad Pass.  Railroad Pass Hotel & Casino is
situated on approximately 56 acres along US-93, the direct route
between Las Vegas and Phoenix, Arizona.  The property includes,
among other amenities, two bars, two full-service restaurants, a
buffet, gift shop, swimming pool and a 194-guest banquet
facility.  In contrast with the Company's other Nevada
properties, Railroad Pass caters to local residents, particularly
from Henderson, who often prefer the informal, friendly
atmosphere and easy access of Railroad Pass over the casinos on
the Las Vegas Strip. 

Tunica County, Mississippi

  Gold Strike-Tunica.   Gold Strike Casino Resort
(formerly Circus Circus-Tunica) is a dockside casino situated on
a 24-acre site along the Mississippi River in Tunica County,
Mississippi, approximately three miles west of Mississippi State
Highway 61 (a major north/south highway connecting Memphis,
Tennessee with Tunica County) and approximately 20 miles south of
Memphis.  In late 1996, the Company commenced construction of a
31-story hotel tower, with 1,066 rooms, which was completed and
placed in service during late 1997 and early 1998.  During 1997,
the property s original Circus-themed casino and related
facilities were remodeled and rethemed into a more elegant
resort.  The current facilities at Gold Strike-Tunica include an
800-seat showroom, a coffee shop, a specialty restaurant, a 500-
seat buffet, a snack bar and several cocktail lounges.

  Gold Strike-Tunica is part of a three-casino
development covering approximately 72 acres.  The other two
casinos are owned and operated by unaffiliated third parties. 
The Company also owns an undivided one-half interest in an
additional 388 acres of land which may be used for future
development.

Marketing

  Generally, the Company follows a marketing and
operating philosophy which emphasizes high-volume business by
providing moderately priced hotel rooms, food and beverage and
alternative entertainment in combination with the gaming
activity.  The Company also maintains stringent cost controls
which are exemplified by a general policy of offering minimal
credit for gaming customers at all of the Company's properties
except Luxor.  During fiscal 1998, Luxor began extending credit
to gaming customers in an effort to attract a different segment
of the gaming market.

  The Company's current operations at each of its casinos
are conducted 24 hours a day, every day of the year.  The Company
does not consider its business to be highly seasonal, although
its operating income is typically somewhat lower in the fourth
quarter.  Management emphasizes courteous and prompt service to
its customers and aspires to a high standard of excellence in all
of its operations.

  The Company believes it has been able to maintain high
occupancy rates at its hotels, in part, due to the modest prices
charged for its rooms and its policy of assisting customers who
cannot be accommodated at its properties.  For the years ended
January 31, 1998, 1997, and 1996, the combined occupancy rate of
the Company s hotels (excluding complementaries but including
nonrefunded prepaid cancellations, and including each hotel
acquired by the Company during such three-year period only for
the portion of such period commencing with such acquisition) was
approximately 87.5%, 93.2% and 93.5%, respectively.

  Circus Circus-Las Vegas and Circus Circus-Reno, which
together contributed 25% of the Company's revenues in the year
ended January 31, 1998 (and 24% and 27%, respectively, in the
years ended January 31, 1997 and 1996), have popular buffets,
attractive because of their variety, quality and low price.  From
a "Big Top" above the casino, both properties offer a variety of
circus acts performed free of charge to the public from 11 a.m.
to midnight daily.  A mezzanine area overlooking each casino has
a circus midway with carnival-style games and an arcade that
offers a variety of amusements and electronic games.  Grand Slam
Canyon, an adventuredome, offers additional theme park
attractions at Circus Circus-Las Vegas.

  Excalibur, which contributed 21% of the Company's
revenues in the year ended January 31, 1998 (and 23% in each of 
the years ended January 31, 1997 and 1996), attracts customers in
the same manner as the Company's two circus-themed Nevada
properties by offering quality rooms, food and entertainment at
moderate prices.  By way of entertainment, the medieval castle-
themed Excalibur offers a medieval village, an amphitheater where
mock tournaments and costume drama are presented, dynamic motion
theaters, various artisans' booths and medieval games of skill.

  Luxor contributed 23% of the Company's revenues in the
year ended January 31, 1998 (and 17% and 20%, respectively, in
the years ended January 31, 1997 and 1996).  This property offers
a level of entertainment and hotel accommodations which is
designed to attract the higher income segment of the middle-
income strata of gaming customers.  Designed with an Egyptian
theme, Luxor s 30-story pyramid offers its guests a tri-level
entertainment area which includes special-format filmed
attractions designed to seemingly transport visitors to
extraordinary places of times past, present and future.  An
expansion program completed at the Luxor in 1997 added 1,950 new
hotel rooms, a new spa, 20,000 square feet of convention space, a
new multi-purpose showroom and a nightclub.

  The Colorado Belle and Edgewater together contributed
12% of the Company's revenues in the year ended January 31, 1998
(and 12% and 13%, respectively, in the years ended January 31,
1997 and 1996).  These properties offer quality rooms, food and
entertainment at moderate prices.  The Colorado Belle offers a
classic Mississippi riverboat theme, complete with a 60-foot
paddle wheel.  The Edgewater's southwestern motif provides a
relaxing atmosphere to enjoy the property's casino and other
facilities.  Connected by a scenic walkway, the two resorts form
an inviting shoreline along the Colorado River.

  Gold Strike and Nevada Landing, which were acquired on
June 1, 1995, together contributed 6% of the Company s revenues
in the year ended January 31, 1998 (6% and 4%, respectively, in
the years ended January 31, 1997 and 1996).  The two properties
are located on opposite sides of I-15, the primary thoroughfare
between Las Vegas and southern California, approximately 25 miles
south of Las Vegas and 12 miles north of the California/Nevada
border.  The properties are conveniently located at the only
highway interchange within 12 miles in either direction and are
strategically positioned to attract visitors from the large
number of people traveling to and from Las Vegas.

  Gold Strike-Tunica, the Company's first wholly owned
casino outside of Nevada, opened in Tunica County, Mississippi in
August 1994 and contributed 4% of the Company's revenues in the
year ended January 31, 1998 (and 4% and 5%, respectively, in the
years ended January 31, 1997 and 1996).  The facility, a dockside
casino, is part of an integrated three casino development that
provides patrons with the opportunity to visit any of the three
casinos without driving, a unique experience in the Tunica
market.  In the first quarter of 1998, the Company completed and
opened a 31-story hotel tower, with 1,066 rooms, at this
property, which previously had no hotel rooms.  The original
Circus-themed casino and other facilities were also remodeled and
rethemed into a more elegant resort.  This expansion program was
undertaken in late 1996 in response to increased competition
encountered in the Tunica market from three new competitors,
including a new facility which is nearer to Memphis, Tennessee
(Tunica s principal market) and larger than any previously
existing facility in Tunica.

  The Company maintains an active media advertising
program through radio, television, billboards and printed
publications primarily in Nevada, California and Arizona for its
Nevada properties and in the Memphis area for its Gold Strike
property in Tunica.  In addition, the Company allows patrons to
make room reservations via the internet.  The Company also offers
complimentary hotel accommodations, meals and drinks to its
customers.

Operations

  The primary source of revenues to the Company is its
casinos, although the hotels, restaurants, bars, shops, midway
games and other entertainment attractions and other services are
an important adjunct to the casinos.

  The following table sets forth the contribution to net
revenues on a dollar and percentage basis of the Company's major
activities for each of the three most recent fiscal years.

                                         Year Ended January 31,                
                             1998                 1997                1996    
                                          (Dollars in thousands)
Revenues:(1)
  Casino(2) . . . . .    $632,122  46.7%   $655,902  49.2%    $664,772   51.2%
  Rooms(3). . . . . .     330,644  24.4%    294,241  22.0%     278,807   21.4%
  Food and 
   beverage(3). . . .     215,584  15.9%    210,384  15.8%     201,385   15.5%
  Other(3). . . . . .     142,407  10.5%    146,554  11.0%     158,534   12.2%
  Earnings of unconsoli-
   dated affiliates        98,977   7.3%     86,646   6.5%      45,485    3.5%
                       $1,419,734 104.8% $1,393,727 104.5%  $1,348,983  103.8%
Less:
  Complimentary
    allowances(3) . .      65,247   4.8%     59,477   4.5%      49,387    3.8%
Net revenues. . . . .  $1,354,487 100.0% $1,334,250 100.0%  $1,299,596  100.0%


(1) Includes operations of Gold Strike, Nevada Landing and Railroad Pass
    since June 1, 1995 and Hacienda from September 1, 1995 to December 1,
    1996.

(2) Casino revenues are the net difference between the sums received as
    winnings and the sums paid as losses.

(3) Rooms, Food and beverage and Other include the retail value of services
    which are provided to casino customers and others on a complimentary
    basis.  Such amounts are then deducted as complimentary allowances to
    arrive at net revenue.

                                                   

  In connection with its gaming activities, the Company
follows a policy of stringent controls and cross checks on the
recording of all receipts and disbursements.  The audit and cash
controls developed and utilized by the Company include the
following:  locked cash boxes, independent counters, checkers and
observers to perform the daily cash and coin counts, floor
observation of the gaming areas, closed-circuit television
observation of certain areas, computer tabulation of receipts and
disbursements for each of the Company's slot machines, tables and
other games, and the rapid analysis and resolution of
discrepancies or deviations from normal performance.

  The Company's credit policies are stringent and credit
play historically has accounted for an insignificant portion of
its gaming activities.  Because of the Company's policies, its
casino receivables have been significantly less than 1% of its
total assets and its annual casino bad debt expense has been less
than 1/2 of 1% of casino revenues.  These historical ratios may
change in the future as the level of credit play at Luxor
increases.

Joint Venture Participation

  The Company is a 50% participant in three joint
ventures.  They include (i) the Las Vegas Joint Venture, which
owns and operates Monte Carlo, a hotel-casino resort on the
Las Vegas Strip; (ii) the Elgin Joint Venture, which owns and
operates Grand Victoria, a riverboat casino and land-based
entertainment complex in Elgin, Illinois; and (iii) the Reno
Joint Venture, which owns and operates Silver Legacy, a hotel-
casino in Reno, Nevada. 

  The following table sets forth certain information as
of January 31, 1998, concerning the properties of the joint
ventures in which the Company is a 50% participant, each of which
is more fully described following the table.


                         Joint Venture Properties
              

                       Hotel    Square                  Gaming         Parking
Location/Property      Rooms    Footage   Slots (1)     Tables (2)     Spaces 

Las Vegas, Nevada      
  Monte Carlo          3,002     90,000     2,161            95          4,000

Elgin, Illinois
  Grand Victoria           -     36,000       977            56          2,000

Reno, Nevada
  Silver Legacy        1,711     85,000     2,277            83          1,800

(1) Includes slot machines and other coin-operated devices.

(2) Generally includes, blackjack ( 21 ), craps, pai gow
    poker, Caribbean stud poker, wheel of fortune and
    roulette.  Monte Carlo also offers poker, keno and a
    race and sports book. 

Las Vegas Joint Venture (50% Participation)

  The Company, through a wholly owned entity, is a 50%
participant with an affiliate of Mirage Resorts, Incorporated
( Mirage ) in the Las Vegas Joint Venture, a Nevada general
partnership, which owns and operates Monte Carlo, a hotel-casino
resort situated on approximately 46 acres with approximately 600
feet of frontage on the Las Vegas Strip.  Monte Carlo is situated
between the site where Mirage is constructing Bellagio, a 3,000-
room luxury resort which is scheduled to open in the fall of 1998
and will be connected to Monte Carlo by a monorail, and New York-
New York, a 2,000-room hotel-casino resort which opened in
January 1997.  Monte Carlo s casino reflects a palatial style
reminiscent of the Belle Epoque, the French Victorian
architecture of the late 19th century.  Amenities at Monte Carlo
include three specialty restaurants, a buffet, a coffee shop, a
food court, a microbrewery featuring live entertainment and
approximately 15,000 square feet of meeting and banquet space.  A
1,200-seat replica of a plush vaudeville theater, including a
balcony and proscenium arch, features an elaborately staged show
of illusions with the world-renowned magician, Lance Burton.

  As of January 31, 1998, the assets of the Las Vegas
Joint Venture were subject to encumbrances securing the repayment
of indebtedness in the aggregate principal amount of $106.2
million.

Elgin Joint Venture (50% Participation)

  The Company, through a wholly owned entity, is a 50%
participant with an affiliate of Hyatt Development Corporation in
the Elgin Joint Venture, an Illinois general partnership which
owns and operates the Grand Victoria.  The Grand Victoria is a
Victorian themed riverboat casino and land-based entertainment
complex in Elgin, Illinois, a suburb approximately 40 miles
northwest of downtown Chicago.  The Grand Victoria offers a Las
Vegas-style gaming experience.  The two-story vessel is 420 feet
in length and 110 feet in width, and provides a maximum 80,000
square feet of gaming space, approximately 36,000 square feet of
which was being used at January 31, 1998.  The vessel has a
capacity of 1,736 passengers and operates on a fixed cruising
schedule consisting of eight cruises each Sunday through Thursday
and nine cruises each Friday and Saturday.  The dimensions of the
specially designed riverboat allow the Grand Victoria to maximize
the gaming positions permitted under existing Illinois gaming
regulations.  This feature also allows the Grand Victoria to
significantly increase the number of on-board gaming positions
and to adapt the vessel to provide for dockside gaming in the
event of liberalized gaming regulations in the State of Illinois. 
An adjacent dockside complex on approximately 12 acres of land
overlooking the Fox River contains an approximately 83,000-
square-foot pavilion with two movie theaters, an approximately
400-seat buffet, an 76-seat fine dining restaurant, a VIP lounge
and a gift shop, in addition to ticketing and registration
services for the riverboat.  The Grand Victoria is strategically
located in Elgin among the residential suburbs of Chicago, with
nearby freeway access and direct train service from downtown
Chicago.  The Grand Victoria is located approximately 20 miles
and 40 miles, respectively, from its nearest competitors in
Aurora, Illinois and Joliet, Illinois, and holds one of only ten
riverboat gaming licenses currently granted state-wide.

  After the Elgin Joint Venture s recovery of its $112
million initial investment in the Grand Victoria (which occurred
in June 1996), it became obligated to contribute 20% of its net
operating income (as defined) to various local educational,
environmental and economic projects benefitting the City of Elgin
and Kane County, Illinois.

  The pavilion and parking lot are located on land leased
by the Elgin Joint Venture from the City of Elgin for an initial
period of ten years, subject to certain renewal and purchase
options granted to the Elgin Joint Venture.  Under the lease, the
Elgin Joint Venture's annual rent is equal to the greater of the
base rent ($110,000 per year) or 3% of its net operating income. 
The Elgin Joint Venture may offset certain capital expenditures
against this rental obligation.  Further, rent is deductible from 
net operating income (as defined) for purposes of calculating the
20% contribution obligation described above.  Until October 1999,
the Elgin Joint Venture is also obligated to make certain
payments to the City of Elgin to help defray law enforcement
costs.

  Under its agreements with the City of Elgin, the Elgin
Joint Venture also was granted an option to purchase an
additional nine acres of land contiguous to the existing site. 
For information concerning certain regulatory requirements
applicable to the ownership and operation of the Elgin Joint
Venture's gaming facilities, see "Regulation and Licensing--
Illinois" in this Item 1.

  As of January 31, 1998, the assets of the Elgin Joint
Venture were not subject to any encumbrances securing the
repayment of indebtedness.

Reno Joint Venture (50% Participation)

  The Company, through a wholly owned subsidiary, is a
50% participant with Eldorado Limited Liability Company
("Eldorado Limited") in the Reno Joint Venture, a general
partnership which owns and operates Silver Legacy, a hotel-casino
and entertainment complex situated on two city blocks in downtown
Reno, Nevada.  The casino and entertainment complex is located
between Circus Circus-Reno and Eldorado Hotel & Casino (the
"Eldorado"), which is owned and operated by an affiliate of
Eldorado Limited.  Silver Legacy's casino and entertainment
complex is connected at the mezzanine level with Circus Circus-
Reno and the Eldorado by enclosed climate-controlled skyways
above the streets between the respective properties.  The
property's exterior is themed to evoke images of Reno during the
period from the 1880's through the 1930's.  At the main
pedestrian entrances to the casino (located on all four sides of
the complex), patrons enter by passing store fronts reminiscent
of turn-of-the-century Reno.

  Silver Legacy s attractions include a 120-foot tall
mining rig, situated over a replica of a silver mine, which
extends up from the center of the casino floor into a 180-foot
diameter dome structure.  The property also offers five
restaurants and several bars to its patrons.  The Silver Legacy s
other amenities include a 25,000-square foot special events
center, custom retail shops, a health spa and an outdoor pool and
sun deck.  

  As of January 31, 1998, the assets of the Reno Joint
Venture, including Silver Legacy, were subject to encumbrances
securing the repayment of indebtedness in the principal amount of
$220 million.

Current Expansion Activities

  Consistent with past practice and the longstanding
policy of making substantial investments in its gaming business
at regular intervals, the Company continues to actively pursue
new projects, either by development or acquisition.  New
investments may involve the expansion of existing facilities
(such as the recently completed hotel tower at the Gold Strike-
Tunica) or new properties such as Mandalay Bay.  Projects may be
undertaken in Nevada, where all but one of the Company's wholly
owned operating properties are currently located, or in other
jurisdictions within the United States or abroad where gaming has
been legalized.  The Company s new investments may be in
properties wholly owned and operated by the Company, or may be in
properties developed, owned and/or operated through joint
ventures involving the Company and one or more other parties,
such as the project proposed by the Detroit Joint Venture.

Mandalay Bay

  In the Spring of 1997, the Company commenced
construction of Mandalay Bay (formerly referred to as Project
Paradise), a 43-story, hotel-casino resort which will have
approximately 3,700 rooms.  The resort, which is expected to be
completed in the first quarter of 1999, will be situated on
approximately 60 acres just south of Luxor.  Mandalay Bay's
attractions include an 11-acre tropical lagoon featuring a sand-
and-surf beach, a three-quarter-mile lazy river ride and a swim-
up shark tank.  Inside, Mandalay Bay will offer internationally
renowned restaurants, as well as a House of Blues nightclub and
restaurant, including its signature Foundation Room sited on
Mandalay Bay's rooftop and 100 "music-themed" hotel rooms in
Mandalay Bay's towers.  The resort will also feature convention
facilities and a 30,000-square-foot spa, plus multiple
entertainment attractions, including a 12,000-seat arena.

  Within Mandalay Bay and as part of its 3,700 rooms, a
Four Seasons Hotel of approximately 400 rooms will provide Las
Vegas visitors with a luxury "five-star" hospitality experience. 
This hotel, which will be owned by the Company and managed by
Four Seasons Regent Hotels and Resorts, represents the first step
pursuant to the Company's cooperative effort with Four Seasons to
identify strategic opportunities for development of hotel and
casino properties worldwide.  The cost of Mandalay Bay, including
the Four Seasons Hotel but excluding the land, is currently
estimated at approximately $950 million.

  Mandalay Bay is the latest phase of the Company s
development of over 230 acres of land it owns at the south end of
the Las Vegas Strip which runs from Tropicana Avenue south
approximately one mile to Russell Road (the  Masterplan Site ). 
Situated immediately to the south of Luxor at approximately the
mid-point of the Masterplan Site, Mandalay Bay will eventually be
connected by an internal road and transit system with Luxor and
Excalibur as well as any other resorts the Company may develop
within its Masterplan Site.  

Detroit, Michigan

  The Company has formed the Detroit Joint Venture with
the Detroit-based Atwater Casino Group, comprised of numerous
Detroit-area business, education, civic and community leaders. 
Circus will own a 45% equity interest in the proposed project and
receive a management fee.  On November 21, 1997, the joint
venture was selected to be one of three groups permitted to
negotiate a development agreement with the city.  The
negotiations were completed in March 1998, and the development
agreement was approved by the city council on April 9, 1998.  The
joint venture's ability to proceed with the proposed project is
contingent upon the receipt of all necessary gaming approvals and
satisfaction of other customary conditions.  The joint venture is
planning a $600 million project, of which the Company expects to
contribute $120 million in equity, with the balance provided
through project-specific financing.

Mississippi Gulf Coast

  The Company has announced that it plans to develop a
hotel-casino resort on the Mississippi Gulf Coast at the north
end of the Bay of St. Louis, near the DeLisle exit on Interstate
10, provided it receives all of the requisite approvals.  It is
currently anticipated that the resort will include approximately
1,500 hotel rooms and involve an investment by the Company of
approximately $225 million.  The Company has received all
necessary approvals to commence development.  However, these
approvals have been challenged in state and federal court, and
the Company anticipates design and construction to begin only
after satisfactory resolution of all legal actions.  As presently
contemplated, the Company will own 90% of the resort, with a
partner contributing the land in exchange for the remaining 10%
interest.

Atlantic City

  The Company has entered into an agreement with Mirage
Resorts to participate in the development of a site located in
the Marina District of Atlantic City, New Jersey.  As reported by
Mirage, the site consists of 181 acres, of which about 125 acres
are developable.  The site is the subject of an agreement between
Mirage and Atlantic City which provides (as reported by Mirage)
that the city will convey the site to Mirage in exchange for
Mirage's agreeing to develop a hotel/casino thereon and to
undertake certain other obligations.  

  On January 8, 1998, the City of Atlantic City
transferred title to the land to a subsidiary of Mirage.  Shortly
thereafter, Mirage purported to cancel its agreement with the
Company, and filed suit to have the agreement declared invalid. 
The Company has filed its own suit against Mirage seeking, among
other things, to enforce the agreement.  The Company and Mirage
are engaged in settlement discussions to resolve this dispute. 
However, there can be no assurances as to when or whether a
settlement will be reached or whether the Company will prevail in
the litigation.  In any event, various governmental permits
required for the development of the site have not yet been
received.  

  Additionally, as reported by Mirage, an existing
Atlantic City hotel/casino operator and others have filed various
lawsuits which seek to prevent Mirage's acquisition of the site
and construction of road improvements to the site.  These
lawsuits have the potential to delay or prevent the Company's
acquisition of a portion of the site from Mirage and development
of a hotel/casino.   Moreover, in order to proceed, the Company
must obtain the requisite gaming and other approvals (including
various governmental permits required for the development of the
site) and licenses in New Jersey and various other jurisdictions. 
(The Company and a wholly owned subsidiary have initiated the
gaming application process in New Jersey.)  Based upon the
contingencies and impediments to this project, there can be no
assurances as to whether or when the Company will proceed with
the development of a hotel/casino on the site or the magnitude of
the Company's investment in any such project.

Construction Risks

  As with any major construction project, Mandalay Bay
involves (and any other major construction project the Company or
any joint venture in which the Company owns an interest may
undertake, including the Detroit Joint Venture's proposed project
will involve) many risks, including potential shortages of
materials and labor, work stoppages, labor disputes, weather
interference, unforeseen engineering, environmental or geological
problems and unanticipated cost increases, any of which could
give rise to delays or cost overruns.  Construction, equipment or
staffing requirements or problems or difficulties in obtaining
any of the requisite licenses, permits, allocations or
authorizations from regulatory authorities could increase the
cost or delay the construction or opening of the facilities or
otherwise affect the planned design and features.  It is possible
that the existing budget and construction plans for Mandalay Bay
(and/or any budget and construction plans developed for any other
project, including the Detroit Joint Venture's proposed project)
may be changed for competitive or other reasons.  In addition,
the Detroit Joint Venture's proposed project will require it to
locate and purchase a satisfactory site.  Accordingly, there can
be no assurance that Mandalay Bay will be completed within the
time period or budget currently contemplated or as to the
commencement or completion of other currently contemplated
projects, including the one contemplated by the Detroit Joint
Venture.

Competition

  Recognizing that middle class vacationers enjoy gaming,
but also vacation with their families, the Company seeks to
appeal to this value-oriented market and satisfy the group's
diverse entertainment demands by offering exciting entertainment
opportunities at reasonable prices.  The Company seeks to achieve
this objective by offering gaming combined with dramatic
entertainment concepts and reasonably priced rooms, reasonably
priced food and beverage and prompt, courteous service at its
entertainment "megastores", such as the Circus properties in Las
Vegas and Reno, Luxor and Excalibur in Las Vegas and the Colorado
Belle and Edgewater in Laughlin.

  The Company's largest concentration of properties is in
Las Vegas where, as of January 31, 1998, the Company was the
largest hotel-casino operator in terms of total square footage of
casino space and number of hotel rooms.  The Company s Las Vegas
casino and hotel operations, which are conducted from facilities
located along the Las Vegas Strip, currently compete with
approximately 27 major hotel-casinos and a number of smaller
casinos located on or near the Las Vegas Strip.  Such operations
also compete with casinos located in downtown Las Vegas,
approximately 11 of which offer hotel, food and beverage and
entertainment facilities, and several major hotel-casinos located
elsewhere in the Las Vegas area.  The Company's Las Vegas
properties also compete, to a lesser extent, with casino and
hotel facilities in other parts of Nevada, including Laughlin,
Reno and along I-15 (the principal means of access to Las Vegas
from southern California by car) near the California-Nevada state
line.

  The casino and hotel capacity continues to increase in
the Las Vegas market.  During 1997, the number of hotel rooms
increased by 11% while the number of visitors to Las Vegas
increased only 3%.  This imbalance of supply and demand put
downward pressure on room and occupancy rates in Las Vegas.

  Las Vegas hotel and casino capacity is expected to
continue to increase significantly.  Mandalay Bay is just one of
four major properties, totalling approximately 12,500 rooms, that
will open within a year's span beginning in the fall of 1998. 
The impact on the Company of the completion and opening of
additional hotel and casino capacity currently under construction
in Las Vegas, including Mandalay Bay, cannot be determined at
this time.  While the Company's Las Vegas operations, on a
consolidated basis, had previously benefited from growth of hotel
and casino capacity in the Las Vegas market when the Company was
a significant contributor to the new capacity, its addition of
1,000 rooms at Circus Circus-Las Vegas and an additional 1,950 at
Luxor in 1997 contributed to a growth in hotel capacity in the
Las Vegas market that outpaced market growth in fiscal 1998.  The
impact of new capacity currently under construction (including
Mandalay Bay) on the Company s operations will depend, to a
significant extent, on the ability of the new properties to draw
additional visitors to the Las Vegas market.

  The development in Las Vegas in recent years has
shifted the focus of the Strip toward its south end, where the
Company s two newest Las Vegas properties, Luxor and Excalibur,
and the Las Vegas Joint Venture s property, Monte Carlo, are
situated and where the Company is currently developing Mandalay
Bay, a 3,700-room hotel-casino resort which is expected to open
in the Spring of 1999.  While it is difficult to determine the
magnitude of the impact, a slight decline in operating income at
Circus Circus-Las Vegas in fiscal 1998 compared with fiscal 1997
suggests that operations at that property have been impacted in
part by the growth of hotel and casino capacity in Las Vegas and
in part by the shift in development toward the south end of the
Strip.

  Circus Circus-Reno competes with approximately 13 major
casinos (the majority of which offer hotel rooms), including
Silver Legacy, a 1,711-room hotel-casino complex which is 50%
owned by a wholly owned subsidiary of the Company.  Circus
Circus-Reno and Silver Legacy also compete with numerous other
smaller casinos in the greater Reno area and, to a lesser extent,
with casino and hotel facilities in Lake Tahoe and other parts of
Nevada.  Silver Legacy, which is situated between Circus Circus-
Reno and the Eldorado, is connected to each of such properties at
the mezzanine level by enclosed climate-controlled skyways above
the streets between the respective properties, thus facilitating
the flow of customers within the three properties.  Since the
opening of Silver Legacy, results at Circus Circus-Reno have been
affected as guests staying at Circus Circus-Reno have chosen to
visit Silver Legacy during their stay.

  In Laughlin, the Colorado Belle and the Edgewater,
which together accounted for approximately 24% of the rooms in
Laughlin as of January 31, 1998, compete with eight other
Laughlin casinos.  They also compete with the hotel-casinos in
Las Vegas and those situated on I-15 (the principal highway
between Las Vegas and Los Angeles) near the California-Nevada
state line, as well as a growing number of Native American
casinos in Laughlin's regional market.  The Colorado Belle and
the Edgewater, which also compete with each other, maintained a
combined occupancy level in fiscal 1998 of approximately 84%. 
Because the two properties are situated on adjoining sites, the
Company believes that each property benefits from walk-in
business attributable to the registered guests and casino
customers at the other property.  The Company believes the
significant expansion of hotel and casino capacity in Las Vegas
in recent years and the growth of unregulated Native American
casinos in Laughlin s central Arizona and southern California
feeder markets have had a negative impact on Laughlin area
properties, including the Colorado Belle and the Edgewater, by
drawing visitors from the Laughlin market.  This has, in turn,
resulted in increased competition among Laughlin properties for a
reduced number of visitors thus contributing to generally lower
revenues and profit margins at Laughlin properties, including the
Colorado Belle and the Edgewater.

  The Company s Jean, Nevada properties, Gold Strike and
Nevada Landing, are located on I-15, the primary thoroughfare
between Las Vegas and southern California, approximately 25 miles
south of Las Vegas and 12 miles north of the California-Nevada
border, and are dependent for their customers almost entirely on
the large number of people traveling between Las Vegas and
southern California.  As such, these properties compete with the
large concentration of hotel, casino and other entertainment
options available in Las Vegas as well as three hotel-casinos
clustered at the California-Nevada border which, according to
published reports, offer approximately 2,700 hotel rooms and over
133,000 square feet of casino space as well as restaurants and
entertainment facilities.

  The Company believes that it receives the major portion
of its Las Vegas business from southern California and to a
lesser degree from the remainder of the southwestern United
States.  The major portion of its Reno business is derived from
northern California and to a lesser degree from the northwestern
United States.  Laughlin's business is derived principally from
Arizona and southern California.

  Gold Strike-Tunica competes with eight other casinos in
Tunica County, including Grand Casinos  hotel-casino which opened
in 1996 at Buck Lake, directly north of Tunica County, and which
is situated closer to Memphis than any of the other facilities
currently in operation in Tunica County.  In response to the
increased competition in the Tunica market, the Company completed
an expansion program at Gold Strike-Tunica with the opening of a
new 31-story, 1,066 room hotel tower in late 1997 and early 1998. 
The existing facilities, which previously included no hotel
rooms, were also completely rethemed into a more elegant resort
under the Gold Strike name.  The completion of the hotel tower
gives Gold Strike-Tunica the largest room base in the Tunica
market.

  There is no limit on the number of licenses that may be
granted within Mississippi or within any county in Mississippi. 
The Company believes that Gold Strike-Tunica's principal market
is the area within 100 miles of Tunica County.  This area
includes Memphis, Tennessee, Little Rock, Arkansas and northern
Mississippi.  Tunica County is currently the closest legalized
gaming jurisdiction to Memphis.  Because Gold Strike-Tunica is
heavily dependent upon the patronage of Memphis residents and
upon tourists and other out-of-state gaming customers coming to
Tunica from Memphis, the opening of gaming casinos at locations
closer to Memphis can have a material adverse effect on Gold
Strike-Tunica's operations.  De Soto County, the northwestern
most county in Mississippi and the nearest to Memphis, by local
referendum in November 1996, voted (as it had in November 1992)
against authorizing gaming activities in the county, but could at
any time after October 2000 again vote on the question of
allowing gaming activities in the county.  In addition, the
authorization of gaming activities in Arkansas or Tennessee
(which currently has a constitutional restriction on gaming
activities) could have a material adverse effect on the Company's
Tunica County operations.

  Gaming has expanded dramatically in the United States
in recent years.  This growth has been reflected in various forms
including riverboats, dockside gaming facilities, Native American
gaming ventures, land-based casinos, state-sponsored lotteries,
off-track wagering and card parlors.  Since 1990, when there were
casinos in only three states (excluding casinos on Native
American lands), gaming has spread to a number of additional
states and still other states are currently considering, or may
in the future consider, the legalization of casino gaming in
specific geographic areas within their jurisdictions.  Casino
gaming is currently conducted by numerous Native American tribes
throughout the United States and other Native American tribes are
either in the process of establishing or are considering the
establishment of gaming at additional locations, including sites
in California and Arizona.  The competitive impact on Nevada
gaming establishments, in general, and the Company's operations,
in particular, from the continued growth of gaming in
jurisdictions outside of Nevada cannot be determined at this
time.  The Company believes that the expansion of casino gaming
in areas close to Nevada, such as California and Arizona, could
have an adverse impact on the Company's operations and, depending
on the nature, location and extent of such operations, such
impact could be material.

Regulation and Licensing

  Nevada

  The ownership and operation of casino gaming facilities
in Nevada are subject to: (i) the Nevada Gaming Control Act and
the regulations promulgated thereunder (collectively, the "Nevada
Act"); and (ii) various local ordinances and regulations.  The
Company's gaming operations are subject to the licensing and
regulatory control of the Nevada Gaming Commission (the "Nevada
Commission"), the Nevada State Gaming Control Board (the "Nevada
Board"), and various local licensing and regulatory authorities,
including the Clark County Liquor and Gaming Licensing Board, the
City of Reno and the City of Henderson (collectively, the "Local
Authorities").  The Nevada Commission, the Nevada Board and the
Local Authorities are collectively referred to as the "Nevada
Gaming Authorities".

  The laws, regulations and supervisory procedures of the
Nevada Gaming Authorities are based upon declarations of public
policy which are concerned with, among other things: (i) the
prevention of unsavory or unsuitable persons from having a direct
or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible
accounting practices and procedures; (iii) the maintenance of
effective controls over the financial practices of licensees,
including the establishment of minimum procedures for internal
fiscal affairs and the safeguarding of assets and revenues,
providing reliable record keeping and requiring the filing of
periodic reports with the Nevada Gaming Authorities; (iv) the
prevention of cheating and fraudulent practices; and (v)
providing a source of state and local revenues through taxation
and licensing fees.  Changes in such laws, regulations and
procedures could have an adverse effect on the Company's gaming
operations.

  The Company's direct and indirect subsidiaries that
conduct gaming operations or have an ownership interest in an
entity that conducts gaming operations are required to be
licensed by the Nevada Gaming Authorities.  The Company is
registered by the Nevada Commission as a publicly traded
corporation (a "Registered Corporation") and has been found
suitable to own the stock of Circus Circus Casinos, Inc., Slots-
A-Fun, Inc., Edgewater Hotel Corporation, Colorado Belle Corp.,
New Castle Corp. and Ramparts, Inc., each of which is a corporate
gaming licensee under the terms of the Nevada Act ( individually,
a "Corporate Licensee" and collectively with the additional
corporate subsidiaries referenced hereinbelow, the "Corporate
Licensees") that has been licensed to conduct nonrestricted
gaming operations at its respective gaming establishment.  The
Company has also been found suitable to own the stock of M.S.E.
Investments, Incorporated ("M.S.E."), Last Chance Investments,
Inc. ("LCI"), Goldstrike Investments, Inc. ("GII"), Diamond Gold,
Inc. ("DGI"), Oasis Development Company, Inc. ("Oasis") and
Galleon, Inc. ("Galleon"), each of which is a Corporate Licensee
that has been licensed as a general partner of one or more Nevada
general partnerships that have been licensed to conduct
nonrestricted or restricted gaming operations at their respective
gaming establishments.  M.S.E., LCI and GII are each licensed as
general partners of Railroad Pass Investment Group, a Nevada
general partnership ("Railroad Pass"), Jean Development Company,
a Nevada general partnership ("Jean Development"), Jean
Development West, a Nevada general partnership ("Jean West"),
Gold Strike Fuel Company, a Nevada general partnership ("GSFC")
and Jean Fuel Company West, a Nevada general partnership ("Jean
Fuel") and Gold Strike L.V., a Nevada general partnership
("GSLV"); DGI is licensed as a general partner of GSLV and Jean
West; Oasis is licensed as a general partner of GSFC and Jean
Fuel; and Galleon is licensed as a 50% general partner of Circus
and Eldorado Joint Venture, a Nevada general partnership ("CEJV")
which operates the Silver Legacy and GSLV is licensed as a 50%
general partner of Victoria Partners, a Nevada general
partnership ("Victoria Partners") which operates Monte Carlo (all
such general partnerships individually, a "Partnership Licensee"
and collectively, the "Partnership Licensees").  Railroad Pass,
Jean Development, Jean West, CEJV and Victoria Partners have each
been licensed to conduct nonrestricted gaming operations at their
respective gaming establishments and Jean Fuel and GSFC have each
been licensed to conduct restricted gaming operations consisting
of 15 or fewer slot machines at their respective gaming
establishments. 

  The gaming licenses held by the Corporate Licensees and
the Partnership Licensees (each individually, a "Gaming
Subsidiary" and collectively, the "Gaming Subsidiaries") to
conduct nonrestricted gaming operations require the payment of
periodic fees and taxes and are not transferable.  As a
Registered Corporation, the Company is required periodically to
submit detailed financial and operating reports to the Nevada
Commission and furnish any other information which the Nevada
Commission may require.  No person may become a stockholder or
partner of, or receive any percentage of profits from the Gaming
Subsidiaries without first obtaining licenses and approvals from
the Nevada Gaming Authorities.  The Company and the Gaming
Subsidiaries have obtained from the Nevada Gaming Authorities the
various registrations, approvals, findings of suitability permits
and licenses required in order to engage in gaming activities in
Nevada.

  The Nevada Gaming Authorities may investigate any
individual who has a material relationship to, or material
involvement with, the Company or the Gaming Subsidiaries in order
to determine whether such individual is suitable or should be
licensed as a business associate of a gaming licensee.  Officers,
directors and certain key employees of the Gaming Subsidiaries
must file applications with the Nevada Gaming Authorities and may
be required to be licensed or found suitable by the Nevada Gaming
Authorities.  Officers, directors and key employees of the
Company who are actively and directly involved in gaming
activities of the Gaming Subsidiaries may be required to be
licensed or found suitable by the Nevada Gaming Authorities.  The
Nevada Gaming Authorities may deny an application for licensing
for any cause which they deem reasonable.  A finding of
suitability is comparable to licensing, and both require
submission of detailed personal and financial information
followed by a thorough investigation.  The applicant for
licensing or a finding of suitability must pay all the costs of
the investigation.  Changes in licensed positions must be
reported to the Nevada Gaming Authorities and in addition to
their authority to deny an application for a finding of
suitability or licensure, the Nevada Gaming Authorities have
jurisdiction to disapprove a change in a corporate position.

  If the Nevada Gaming Authorities were to find an
officer, director or key employee unsuitable for licensing or
unsuitable to continue having a relationship with the Company or
a Gaming Subsidiary, the companies involved would have to sever
all relationships with such person.  In addition, the Nevada
Commission may require the Company and the Gaming Subsidiaries to
terminate the employment of any person who refuses to file
appropriate applications.  Determinations of suitability or of
questions pertaining to licensing are not subject to judicial
review in Nevada.

  The Company and the Gaming Subsidiaries are required to
submit detailed financial and operating reports to the Nevada
Commission.  Substantially all material loans, leases, sales of
securities and similar financing transactions by the Gaming
Subsidiaries must be reported to or approved by the Nevada
Commission.

  If it were determined that the Nevada Act was violated
by a Gaming Subsidiary, the gaming licenses it holds could be
limited, conditioned, suspended or revoked, subject to compliance
with certain statutory and regulatory procedures.  In addition,
the Gaming Subsidiaries, the Company and the persons involved
could be subject to substantial fines for each separate violation
of the Nevada Act at the discretion of the Nevada Commission. 
Further, a supervisor could be appointed by the Nevada Commission
to operate the Company's gaming properties and, under certain
circumstances, earnings generated during the supervisor's
appointment (except for reasonable rental value of the casino)
could be forfeited to the State of Nevada.  Limitation,
conditioning or suspension of any gaming license or the
appointment of a supervisor could (and revocation of any gaming
license would) materially adversely affect the Company's gaming
operations.

  Any beneficial holder of the Company's voting
securities, regardless of the number of shares owned, may be
required to file an application, be investigated, and have his
suitability as a beneficial holder of the Company's voting
securities determined if the Nevada Commission has reason to
believe that such ownership would otherwise be inconsistent with
the declared policies of the state of Nevada.  The applicant must
pay all costs of investigation incurred by the Nevada Gaming
Authorities in conducting any such investigation.

  The Nevada Act requires any person who acquires
beneficial ownership of more than five percent of a Registered
Corporation's voting securities to report the acquisition to the
Nevada Commission.  The Nevada Act requires that beneficial
owners of more than 10% of a Registered Corporation's voting
securities apply to the Nevada Commission for a finding of
suitability within thirty days after the Chairman of the Nevada
Board mails the written notice requiring such filing.  Under
certain circumstances, an "institutional investor", as defined in
the Nevada Act, which acquires more than 10%, but not more than
15%, of the Registered Corporation's voting securities may apply
to the Nevada Commission for a waiver of such finding of
suitability if such institutional investor holds the voting
securities for investment purposes only.  An institutional
investor shall not be deemed to hold voting securities for
investment purposes unless the voting securities were acquired
and are held in the ordinary course of business as an
institutional investor and not for the purpose of causing,
directly or indirectly, the election of a majority of the members
of the board of directors of the Company, any change in the
Company's corporate charter, bylaws, management, policies or
operations of the Registered Corporation, or any of its gaming
affiliates, or any other action which the Nevada Commission finds
to be inconsistent with holding the Registered Corporation's
voting securities for investment purposes only.  Activities which
are not deemed to be inconsistent with holding voting securities
for investment purposes only include: (i) voting on all matters
voted on by stockholders; (ii) making financial and other
inquiries of management of the type normally made by securities
analysts for informational purposes and not to cause a change in
its management, policies or operations; and (iii) such other
activities as the Nevada Commission may determine to be
consistent with such investment intent.  If the beneficial holder
of voting securities who must be found suitable is a corporation,
partnership or trust, it must submit detailed business and
financial information including a list of beneficial owners.  The
applicant is required to pay all costs of investigation.

  Any person who fails or refuses to apply for a finding
of suitability or a license within 30 days after being ordered to
do so by the Nevada Commission or the Chairman of the Nevada
Board, may be found unsuitable.  The same restrictions apply to a
record owner if the record owner, after request, fails to
identify the beneficial owner.  Any stockholder found unsuitable
and who holds, directly or indirectly, any beneficial ownership
of the Company's voting securities beyond such period of time as
may be prescribed by the Nevada Commission may be guilty of a
criminal offense.  The Company is subject to disciplinary action
if, after it receives notice that a person is unsuitable to be a
stockholder or to have any other relationship with the Company or
the Gaming Subsidiaries, the Company: (i) pays that person any
dividend or interest upon voting securities of the Company;
(ii) allows that person to exercise, directly or indirectly, any
voting right conferred through securities held by that person;
(iii) pays remuneration in any form to that person for services
rendered or otherwise; or (iv) fails to pursue all lawful efforts
to require such unsuitable person to relinquish his voting
securities including, if necessary, the immediate purchase of
said voting securities for cash at fair market value. 
Additionally, the Clark County Liquor and Gaming Licensing Board
has the authority to approve all persons owning or controlling
the stock of any corporation controlling a gaming licensee.

  The Nevada Commission may, in its discretion, require
the holder of any debt security of a Registered Corporation to
file applications, be investigated and be found suitable to own
the debt security of a Registered Corporation if the Nevada
Commission has reason to believe that such holder's acquisition
of such debt security would otherwise be inconsistent with the
declared policy of the State of Nevada.  If the Nevada Commission
determines that a person is unsuitable to own such security, then
pursuant to the Nevada Act, the Registered Corporation can be
sanctioned, including the loss of its approvals, if without the
prior approval of the Nevada Commission, it: (i) pays to the
unsuitable person any dividend, interest, or any distribution
whatsoever; (ii) recognizes any voting right by such unsuitable
person in connection with such securities; (iii) pays the
unsuitable person remuneration in any form; or (iv) makes any
payment to the unsuitable person by way of principal, redemption,
conversion, exchange, liquidation or similar transaction.

  The Company is required to maintain a current stock
ledger in Nevada which may be examined by the Nevada Gaming
Authorities at any time.  If any securities are held in trust by
an agent or by a nominee, the record holder may be required to
disclose the identity of the beneficial owner to the Nevada
Gaming Authorities.  A failure to make such disclosure may be
grounds for finding the record holder unsuitable.  The Company is
also required to render maximum assistance in determining the
identity of the beneficial owner.  The Nevada Commission has the
power to require the Company's stock certificates to bear a
legend indicating that the securities are subject to the Nevada
Act. However, to date, the Nevada Commission has not imposed such
a requirement on the Company.

  The Company may not make a public offering of its
securities without the prior approval of the Nevada Commission if
the securities or proceeds therefrom are intended to be used to
construct, acquire or finance gaming facilities in Nevada, or to
retire or extend obligations incurred for such purposes.  On May
22, 1997, the Nevada Commission granted the Company prior
approval to make public offerings for a period of two years,
subject to certain conditions (the "Shelf Approval").  The Shelf
Approval also applies to any affiliated company wholly owned by
the Company (an "Affiliate") which is a publicly traded
corporation or would thereby become a publicly traded corporation
pursuant to a public offering.  The Shelf Approval also includes
approval for the Corporate Licensees to guarantee any security
issued by, or to hypothecate their assets to secure the payment
or performance of any obligations issued by, the Company or an
Affiliate in a public offering under the Shelf Registration. 
However, the Shelf Approval may be rescinded for good cause
without prior notice upon the issuance of an interlocutory stop
order by the Chairman of the Nevada Board and must be renewed
annually.  The Shelf Approval does not constitute a finding,
recommendation or approval by the Nevada Commission or the Nevada
Board as to the accuracy or adequacy of the prospectus or the
investment merits of the securities offered.  Any representation
to the contrary is unlawful.

  Changes in control of the Company through merger,
consolidation, stock or asset acquisitions, management or
consulting agreements, or any act or conduct by a person whereby
he obtains control, may not occur without the prior approval of
the Nevada Commission.  Entities seeking to acquire control of a
Registered Corporation must satisfy the Nevada Board and Nevada
Commission in a variety of stringent standards prior to assuming
control of such Registered Corporation.  The Nevada Commission
may also require controlling stockholders, officers, directors
and other persons having a material relationship or involvement
with the entity proposing to acquire control, to be investigated
and licensed as part of the approval process relating to the
transaction.

  The Nevada legislature has declared that some corporate
acquisitions opposed by management, repurchases of voting
securities and corporate defense tactics affecting Nevada gaming
corporate licensees, and Registered Corporations that are
affiliated with those operations, may be injurious to stable and
productive corporate gaming.  The Nevada Commission has
established a regulatory scheme to ameliorate the potentially
adverse effects of these business practices upon Nevada's gaming
industry and to further Nevada's policy to: (i) assure the
financial stability of corporate gaming operators and their
affiliates; (ii) preserve the beneficial aspects of conducting
business in the corporate form; and (iii) promote a neutral
environment for the orderly governance of corporate affairs.
Approvals are, in certain circumstances, required from the Nevada
Commission before the Company can make exceptional repurchases of
voting securities above the current market price thereof and
before a corporate acquisition opposed by management can be
consummated.  The Nevada Act also requires prior approval of a
plan of recapitalization proposed by the Company's Board of
Directors in response to a tender offer made directly to the
Registered Corporation's stockholders for the purposes of
acquiring control of the Registered Corporation.

  License fees and taxes, computed in various ways
depending on the type of gaming or activity involved, are payable
to the State of Nevada and to the counties and cities in which
the Gaming Subsidiaries' respective operations are conducted.
Depending upon the particular fee or tax involved, these fees and
taxes are payable either monthly, quarterly or annually and are
based upon either: (i) a percentage of the gross revenues
received; (ii) the number of gaming devices operated; or
(iii) the number of gaming tables operated.  A casino
entertainment tax is also paid by nonrestricted casino operations
where entertainment is furnished in connection with the serving
or selling of food or refreshments or the selling of merchandise.
Nevada licensees that hold a license as an operator of a slot
route, or a manufacturer's or distributor's license, also pay
certain fees and taxes to the State of Nevada.

  Any person who is licensed, required to be licensed,
registered, required to be registered, or is under common control
with such persons (collectively, the "Licensees"), and who
proposes to become involved in a gaming venture outside of
Nevada, is required to deposit with the Nevada Board, and
thereafter maintain, a revolving fund in the amount of $10,000 to
pay the expenses of investigation by the Nevada Board of their
participation in such foreign gaming.  The revolving fund is
subject to increase or decrease in the discretion of the Nevada
Commission.  Thereafter, Licensees are required to comply with
certain reporting requirements imposed by the Nevada Act. 
Licensees are also subject to disciplinary action by the Nevada
Commission if they knowingly violate any laws of the foreign
jurisdiction pertaining to the foreign gaming operation, fail to
conduct the foreign gaming operation in accordance with the
standards of honesty and integrity required of Nevada gaming
operations, engage in activities or enter into associations that
are harmful to the state of Nevada or its ability to collect
gaming taxes and fees, or employ, contract with or associate with
a person in the foreign operation who has been denied a license
or finding of suitability in Nevada on the ground of personal
unsuitability.

  The sale of alcoholic beverages at the gaming
establishments operated by the Gaming Subsidiaries is subject to
licensing, control and regulation by the applicable Local
Authorities.  All licenses are revocable and are not
transferable.  The Local Authorities involved have full power to
limit, condition, suspend or revoke any such license, and any
such disciplinary action could (and revocation would) have a
material adverse affect upon the operations of the licensed
gaming establishments.

  Mississippi

  The Company conducts its Mississippi gaming operations
through a Mississippi subsidiary, Circus Circus Mississippi, Inc.
("CCMI").  The ownership and operation of casino gaming
facilities in Mississippi are subject to extensive state and
local regulation.  In order to open and operate Gold Strike-
Tunica (formerly Circus Circus), the Company was required to
register under the Mississippi Gaming Control Act (the
"Mississippi Act") and its Mississippi gaming operations are
subject to the licensing and regulatory control of the
Mississippi Gaming Commission (the "Mississippi Commission") and
various local and county regulatory agencies.  Effective October
29, 1991, the Mississippi Commission adopted regulations in
furtherance of the Mississippi Act (the "regulations").  Changes
in the Mississippi Act, the regulations and/or interpretations of
the Mississippi Act and the regulations by the Mississippi
Commission could have a material adverse effect on gaming
operations conducted by the Company in Mississippi.

  The Company is required to submit detailed financial,
operating and other reports to the Mississippi Commission. 
Substantially all loans, leases, sales of securities and similar
financing transactions entered into by CCMI must be reported to
or approved by the Mississippi Commission.  CCMI also is required
to periodically submit detailed financial and operating reports
to the Mississippi Commission and the Mississippi State Tax
Commission and to furnish any other information required thereby.

  Each of the directors, officers and key employees of
the Company who are actively and directly engaged in the
administration or supervision of gaming in Mississippi, or who
have any other significant direct or indirect involvement with
the gaming activities of the Company in Mississippi, must be
found suitable therefor, and may be required to be licensed, by
the Mississippi Commission.  The finding of suitability is
comparable to licensing, and both require submission of detailed
personal financial information followed by a thorough
investigation.  In addition, any individual who is found to have
a material relationship to, or material involvement with, the
Company may be required to be investigated in order to be found
suitable or to be licensed as a business associate of the
Company.  Key employees, controlling persons or others who
exercise significant influence upon the management or affairs of
the Company may also be deemed to have such a relationship or
involvement.  There can be no assurance that a person who is
subject to a finding of suitability will be found suitable by the
Mississippi Commission.  An application for licensing may be
denied for any cause deemed reasonable by the Mississippi
Commission.  The findings of suitability of directors, officers
and key employees must be renewed every two years.  Changes in
licensed positions must be reported to the Mississippi
Commission.  In addition to its authority to deny an application
for a license, the Mississippi Commission has jurisdiction to
disapprove a change in corporate position.  If the Mississippi
Commission were to find a director, officer or key employee
unsuitable for licensing or unsuitable to continue having a
relationship with the Company, the Company would have to suspend,
dismiss and sever all relationships with such person in order to
continue to have any involvement in gaming in Mississippi.  The
Company would have similar obligations with regard to any person
who should refuse to file appropriate applications.  Each gaming
employee at a Mississippi gaming facility must obtain from the
Mississippi Commission a work permit which may be revoked upon
the occurrence of certain specified events.

  Mississippi statutes and regulations give the
Mississippi Commission the discretion to require a suitability
finding with respect to anyone who acquires any security of the
Company, regardless of the percentage of ownership.  The current
policy of the Mississippi Commission is to require anyone
acquiring five percent or more of any voting securities of a
public or private company to be found suitable.  If the owner of
voting securities who is required to be found suitable is a
corporation, partnership or trust, it must submit detailed
business and financial information including a list of beneficial
owners.  The applicant is required to pay all costs of
investigation which the Company may reimburse.  The Mississippi
Commission has selected those persons it feels were required to
be investigated and found suitable and has made the findings of
suitability.  However, other persons, for the reasons set forth
above, may be required to be found suitable.

  Any owner of voting securities found unsuitable and who
holds, directly or indirectly, any beneficial ownership of equity
interests in the Company beyond such period of time as may be
prescribed by the Mississippi Commission may be guilty of a
misdemeanor.  Any person who fails or refuses to apply for a
finding of suitability or a license within 30 days after being
ordered to do so by the Mississippi Commission may be found
unsuitable.  The Company will be subject to disciplinary action
if, after it receives notice that a person is unsuitable to be an
owner of or to have any other relationship with it, the Company:
(i) pays the unsuitable person any dividends or interest upon any
securities of the gaming subsidiary or any payments or
distribution of any kind whatsoever; (ii) recognizes the
exercise, directly or indirectly, of any voting rights in its
securities by the unsuitable person; or (iii) pays the unsuitable
person any remuneration in any form for services rendered or
otherwise, except in certain limited and specific circumstances. 
In addition, if the Mississippi Commission finds any owner of
voting securities unsuitable, such owner must immediately
surrender all securities to the Company, and the Company must
refund any money or other thing of value that may have been
invested in the Company or made use of by the Company.

  The Company is required to maintain current equity
ownership ledgers in the State of Mississippi which may be
examined by the Mississippi Commission at any time.  The Company
obtained a waiver of this ledger requirement from the Mississippi
Commission at its licensing hearing, however, the waiver may be
revoked, modified or suspended at any time by the Mississippi
Commission in its discretion.  If any securities are held in
trust by an agent or by a nominee, the record holder may be
required to disclose the identity of the beneficial owner to the
Mississippi Commission.  A failure to make such disclosure may be
grounds for finding the record holder unsuitable.  The Company
also is required to render maximum assistance in determining the
identity of such a beneficial owner.

  The Mississippi Act requires that certificates
representing equity securities of the Company bear a legend to
the general effect that the securities are subject to the
Mississippi Act and regulations of the Mississippi Commission. 
The Company obtained a waiver of this legend requirement from the
Mississippi Commission, however, this waiver may be revoked,
modified or suspended by the Mississippi Commission in its
discretion at any time.  The Mississippi Commission, through the
power to regulate licenses, has the power to impose additional
restrictions on the Company and on the holders of the Company's
securities at any time.

  The Company may not make a public offering of its
securities without the prior approval of the Mississippi
Commission if the securities or proceeds therefrom are intended
to be used to construct, acquire or finance gaming facilities in
Mississippi, or to retire or extend obligations incurred for such
purposes.  On January 22, 1998, the Mississippi Commission
granted the Company prior approval to make public offerings for a
period of one year, subject to certain conditions (the "Shelf
Approval").  The Shelf Approval also applies to any affiliated
company wholly owned by the Company (an "Affiliate") which is a
publicly traded corporation or would thereby become a publicly
traded corporation pursuant to a public offering.  The Shelf
Approval also included approval for CCMI to guarantee any
security issued by, or to hypothecate their assets to secure the
payment or performance of any obligations issued by the Company
or an affiliate in a public offering under the Shelf
Registration.  However, the Shelf Approval may be rescinded for
good cause without prior notice upon the issuance of an
interlocutory stop order by the Executive Director of the
Mississippi Commission and must be renewed annually.  The Shelf
Approval does not constitute a finding, recommendation or
approval by the Mississippi Commission as to the accuracy or
adequacy of the prospectus or the investment merits of the
securities offered.  Any representation to the contrary is
unlawful.

  The regulations provide that a change in control of the
Company may not occur without the prior approval of the
Mississippi Commission.  Mississippi law prohibits the Company
from making a public offering of its securities without the
approval of the Mississippi Commission if any part of the
proceeds of the offering is to be used to finance the
construction, acquisition or operation of gaming facilities in
Mississippi, or to retire or extend obligations incurred for one
or more of such purposes.

  As long as the Company is licensed to conduct gaming in
Mississippi, the Company may not engage in gaming activities in
Mississippi while also conducting gaming operations outside of
Mississippi without approval of the Mississippi Commission.  The
Company has been approved in the following jurisdictions; Nevada,
Indiana, Louisiana, Illinois, New Jersey, Michigan and Ontario,
Canada.

  The Company received its Mississippi gaming license on
August 18, 1994 and its renewal on July 18, 1996.  The gaming
license is not transferable and must be renewed every two years. 
The Mississippi Commission in 1994 enacted an infrastructure
development regulation which requires that a Mississippi casino
invest 25% of its casino costs in infrastructure facilities. 
Infrastructure facilities are defined in the regulation to
include a hotel with at least 250 rooms, theme park, golf course
and other similar facilities.  With the opening of its resort
hotel and other amenities in Tunica, CCMI has met the
infrastructure requirements.  Each issuing agency may at any time
dissolve, suspend, condition, limit or restrict a license or
approval to own equity interests in the Company for any cause
deemed reasonable by such agency.  

  Substantial fines for each violation of gaming laws or
regulations may be levied against the Company in Mississippi.  A
violation under any gaming license held by the Company may be
deemed a violation of its Mississippi license.  Suspension or
revocation of any of the Company's gaming licenses or of the
approval of the Company would have a material adverse effect upon
any business conducted by the Company in Mississippi.

  License fees and taxes, computed in various ways
depending on the type of gaming involved, are payable to the
State of Mississippi and to the county and cities in which the
Company conducts operations in Mississippi.  Depending upon the
particular fee or tax involved, these fees and taxes are payable
either weekly or annually and are based upon: (i) the gross
gaming revenues received by the casino operation; (ii) the number
of slot machines operated by the casino; and (iii) the number of
gaming tables operated by the casino.  The legal age for gaming
in Mississippi is 21.

  Illinois

  The Company is subject to the jurisdiction of the
Illinois gaming authorities as a result of its acquisition of the
Grand Victoria riverboat casino and gaming complex based in
Elgin, Illinois.

  In 1990, the Riverboat Gambling Act (the "Illinois
Act") was enacted by the State of Illinois.  The Illinois Act
authorizes the five-member Illinois Gaming Board (the "Illinois
Board") to issue up to ten owners licenses on navigable streams
within or forming a boundary of the State of Illinois except for
Lake Michigan and any waterway in Cook County, which includes
Chicago. The Illinois Act strictly regulates the facilities,
persons, associations and practices related to gaming operations
pursuant to the police powers of the State of Illinois, including
comprehensive law enforcement supervision.  The Illinois Act
grants the Illinois Board specific powers and duties, and all
other powers necessary and proper to fully and effectively
execute the Illinois Act for the purpose of administering,
regulating and enforcing the system of riverboat gaming.  The
Illinois Board's jurisdiction extends to every person,
association, corporation, partnership and trust involved in
riverboat gaming operations in the State of Illinois.

  The Illinois Act requires the owner of a riverboat
gaming operation to hold an owner's license issued by the
Illinois Board.  Each owner's license permits the holder to own
up to two riverboats, however, gaming participants are limited to
1,200 for any owner's license.  A licensed owner who holds
greater than 10% interest on one riverboat operation, may hold up
to 10% of a second riverboat gaming operation in Illinois.

  The Illinois Act restricts the granting of certain of
the ten owners' licenses by location.  Four are for operators
docking at sites on the Mississippi River, one is for an operator
docking at a site on the Illinois River south of Marshall County
and one is for an operator docking at a site on the Des Plaines
River in Will County.  The remaining four owner's licenses are
not restricted as to location.  In addition to the ten owner's
licenses which may be authorized under the Illinois Act, the
Illinois Board may issue special event licenses allowing persons
who are not otherwise licensed to conduct riverboat gaming to
conduct such gaming on a specified date or series of dates.
Riverboat gaming under such a license may take place on a
riverboat not normally used for riverboat gaming.

  The gaming license issued to the Grand Victoria
riverboat casino in October 1994, was valid for an initial period
of three years and now must be renewed annually.  Most recently,
its license was renewed in October 1997.  An owner licensee is
eligible for renewal upon payment of the applicable fee and a
determination by the Illinois Board that the licensee continues
to meet all of the requirements of the Illinois Act and Illinois
Board rules.  An ownership interest in an owner's license, or in
a business entity other than a publicly held business entity
which holds an owner's license, may not be (i) transferred or
(ii) pledged as collateral without the approval of the Illinois
Board.  The Illinois Board also requires that employees of a
riverboat gaming operation and vendors of gaming supplies and
equipment be licensed.

  The Illinois Act does not limit the maximum bet or per
patron loss.  Owner-licensees, however, may set any maximum or
minimum limits on wagering under the Illinois Act.  No person
under the age of 21 is permitted to wager.

  An admission tax is imposed on the owner of a riverboat
operation at a rate of $2 per person admitted.  Additionally, a
wagering tax is imposed on the adjusted gross receipts, as
defined in the Illinois Act, of a riverboat operation.   As of
January 1, 1998, the wagering tax is as follows:  15% of adjusted
gross receipts up to and including $25,000,000; 20% of adjusted
gross receipts in excess of $25,000,000 but not exceeding
$50,000,000; 25% of adjusted gross receipts in excess of
$50,000,000 but not exceeding $75,000,000; 30% of adjusted gross
receipts in excess of $75,000,000 but not exceeding $100,000,000;
and 35% of adjusted gross receipts in excess of $100,000,000. 
The owner-licensee is required to wire the wagering tax payment
to the Illinois Board daily.

  Under the Illinois Act, there is a four-hour maximum
period during which gaming may be conducted during a gaming
excursion. Gaming is deemed to commence when the first passenger
boards a riverboat for an excursion and may continue while other
passengers are boarding for a period not to exceed 30 minutes.  A
gaming excursion is deemed to have started upon the commencement
of gaming.  Gaming may continue for a period not to exceed 30
minutes after the gangplank or its equivalent is lowered.  During
this 30-minute period of egress, new passengers may not board a
riverboat.  Special event extended cruises may be authorized by
the Illinois Board.

  If a riverboat captain reasonably determines that
either it is unsafe to transport passengers on the waterway due
to inclement weather or the riverboat has been rendered
temporarily inoperable by unforeseeable mechanical or structural
difficulties or river icing, the riverboat shall either not leave
the dock or immediately return to it.  If a riverboat captain
reasonably determines for reasons of safety that although
seaworthy, the riverboat should not leave the dock or should
return immediately thereto, due to either of the above
conditions, a gaming excursion may commence or continue while the
gangplank or its equivalent is raised and remains raised, in
which event the riverboat is not considered docked.  If, due to
either of the above conditions, a gaming excursion must commence
or continue with the gangplank or its equivalent raised, and the
riverboat does not leave the dock, ingress is prohibited until
the completion of the excursion.

  After consultation with the U.S. Army Corps of
Engineers, the Illinois Board may establish binding emergency
orders upon the concurrence of a majority of the Board regarding
the navigability of rivers in the event of extreme weather
conditions, acts of God or their extreme circumstances.

  The Illinois Board is authorized to conduct
investigations into the conduct of gaming as it may deem
necessary and proper and into alleged violations of the Illinois
Act and the Illinois Board rules.  Employees and agents of the
Illinois Gaming Board have access to and may inspect any
facilities relating to the riverboat gaming operations at all
times.

  A holder of any license is subject to imposition of
fines, suspension or revocation of such license, or other action
for any act or failure to act by himself or his agents or
employees, that is injurious to the public health, safety,
morals, good order and general welfare of the people of the State
of Illinois, or that would discredit or tend to discredit the
Illinois gaming industry or the State of Illinois.  Any riverboat
operations not conducted in compliance with the Illinois Act may
constitute an illegal gaming place and consequently may be
subject to criminal penalties, which penalties include possible
seizure, confiscation and destruction of illegal gaming devices
and seizure and sale of riverboats and dock facilities to pay any
unsatisfied judgment that may be recovered and any unsatisfied
fine that may be levied.  The Illinois Act also provides for
civil penalties, equal to the amount of gross receipts derived
from wagering on the gaming, whether unauthorized or authorized,
conducted on the day of any violation.  The Illinois Board may
revoke or suspend licenses, as the Illinois Board may see fit and
in compliance with applicable laws of the State of Illinois
regarding administrative procedures and may suspend an owner's
license, without notice or hearing, upon a determination that the
safety or health of patrons or employees is jeopardized by
continuing a riverboat's operation.  The suspension may remain in
effect until the Illinois Board determines that the cause for
suspension has been abated and it may revoke the owner's license
upon a determination that the owner has not made satisfactory
progress toward abating the hazard.

  The Illinois Board requires that a "Key Person" of an
owner licensee submit a Personal Disclosure Form and be
investigated and approved by the Illinois Board.  For a publicly-
held Business Entity a "Key Person" is any person directly or
indirectly holding a legal or beneficial interest of 5% or more
of an applicant or licensee and/or officers, directors, trustees,
partners and managing agents of a gaming enterprise, and any
person identified by the Board as a person able to control or
exercise significant influence over the management or operating
policies of a licensee.  Furthermore, each applicant for an
owner's license or owner licensee must disclose the identity of
every person, association, trust or corporation having a greater
than 1% direct or indirect pecuniary interest in an owner
licensee or in the riverboat gaming operation with respect to
which the license is sought.  The Illinois Board may also require
an applicant or owner licensee to disclose any other principal or
investor and require the investigation and approval of such
individuals.

  The Illinois Board (unless the investor qualifies as an
Institutional Investor) requires a Personal Disclosure Form from
any person or entity who or which, individually or in association
with others, acquires directly or indirectly, beneficial
ownership of more than 5% of any class of voting securities or
nonvoting securities convertible into voting securities of a
publicly traded corporation which holds an ownership interest in
the holder of an owner's license.  If the Illinois Board denies
an application for such a transfer and if no hearing is
requested, the applicant for the transfer of ownership must
promptly divest those shares in the publicly traded parent
corporation.  The holder of an owner's license would not be able
to distribute profits to a publicly traded parent corporation
until such shares have been divested.  If a hearing is requested,
the shares need not be divested and profits may be distributed to
a publicly-held parent corporation pending the issuance of a
final order from the Illinois Gaming Board.

  An Institutional Investor that individually or jointly
with others, cumulatively acquires, directly or indirectly, 5% or
more of any class of voting securities of a publicly-traded
licensee or a licensee's publicly-traded parent corporation
shall, within no less than ten days after acquiring such
securities, notify the Administrator of the Board of such
ownership and shall provide any additional information as may be
required.  If an Institutional Investor (as specified above)
acquires 10% or more of any class of voting securities of a
publicly-traded licensee or a licensee's publicly-traded parent
corporation, it shall file an Institutional Investor Disclosure
Form within 45 days after acquiring such level of ownership
interest.

  In addition to Institutional Investor Disclosure Forms,
certain other forms may be required to be submitted to the
Illinois Board.  An owner-licensee must submit a Marketing Agent
Form to the Board for each Marketing Agent with whom it intends
to do business.  A Marketing Agent is a person or entity, other
that a junketeer or an employee of a riverboat gaming operation,
who is compensated by the riverboat gaming operation in excess of
$100 per patron per trip for identifying and recruiting patrons. 
Key Persons of owner-licensees must submit Trust Identification
Forms for trusts, excluding land trusts, for which they are a
grantor, trustee or beneficiary each time such a trust
relationship is established, amended or terminated.

  The Illinois Board may waive any licensing requirement
or procedure provided by rule if it determines that such waiver
is in the best interests of the public and the gaming industry. 
Also, the Illinois Board may, from time to time, amend or change
Board rules.

  Uncertainty exists regarding the Illinois gambling
regulatory environment due to limited experience in interpreting
the Illinois Act.

  From time to time, various proposals have been
introduced in the Illinois legislature that, if enacted, would
affect the taxation, regulation, operation or other aspects of
the gaming industry or the Company.  Some of this legislation, if
enacted, could adversely affect the gaming industry or the
Company.  No assurance can be given whether such or similar
legislation will be enacted.

  Applicants for and holders of an owner's license are
required to obtain formal approval from the Illinois Board for
changes in the following areas: (i) Key Persons; (ii) type of
entity; (iii) equity and debt capitalization of the entity; (iv)
investors and/or debt holders; (v) source of funds; (vi)
applicant's economic development plan; (vii) riverboat capacity
or significant design change; (viii) gaming positions, (ix)
anticipated economic impact; or (x) agreements, oral or written,
relating to the acquisition or disposition of property (real or
personal) of a value greater than $1 million.

  A holder of an owner's license is allowed to make
distributions to its stockholders only to the extent that such
distribution would not impair the financial viability of the
gaming operation.  Factors to be considered by the licensee will
include but not be limited to the following: (i) cash flow,
casino cash and working capital requirements; (ii) debt service
requirements obligations and covenants associated with financial
instruments; (iii) requirements for repairs and maintenance and
capital improvements; and (iv) employment or economic development
requirements of the Act; and (v) a licensee's financial
projections.

  Michigan

  The Company will become subject to the jurisdiction of
the Michigan gaming authorities and as a result of its ownership
interest in Detroit Entertainment L.L.C., which has executed a
Development Agreement with the City of Detroit for the
construction and operation of a casino within the City of
Detroit, upon the filing of an application for a Michigan casino
license by Detroit Entertainment, L.L.C. with the Michigan Gaming
Control Board. The Development Agreement has been approved by the
Detroit City Council. Approval of the Development Agreement by
the Detroit City Council is the final condition precedent to
applying to the Michigan Gaming Control Board for a certificate
of suitability, which is the preliminary approval for the
granting of a casino license.

  In 1996, the  Michigan Gaming Control and Revenue Act 
was adopted by public initiative.  In 1997, a substantive
modification to the Michigan Act was enacted (herein, as
modified, the "Michigan Act").  The Michigan Act does not license
or regulate Native American casino gaming in Michigan.

  The Michigan Act establishes a five-member Michigan
Gaming Control Board (the "Michigan Board") and authorizes the
Michigan Board to issue up to three casino licenses in any
Michigan city which has a population of at least 800,000 at the
time the casino license is issued and which is located within 100
miles of any other state or country in which gaming was permitted
on December 5, 1996, provided the local legislative body of the
city has enacted an ordinance approving casino gaming which is
consistent with the Michigan Act and rule promulgated pursuant to
the Michigan Act.  At the present time, the City of Detroit is
the only Michigan city which meets the qualification
requirements.

  The Michigan Act strictly regulates the facilities,
persons, associations and practices related to the to the casino
gaming operations and the buildings, facilities and rooms
functionally or physically connected to the casino gaming
operations, including any bar, restaurant, hotel, cocktail
lounge, retail establishment or arena and any other facility
located in the city which is under the control of the casino
licensee or an affiliated company (collectively, under the
Michigan Act, a "Casino Enterprise") pursuant to the police
powers of the State of Michigan, including comprehensive law
enforcement supervision.

  The Michigan Act grants the Michigan Board specific
powers and duties, and all other powers necessary and proper to
fully and effectively execute the Michigan Act for the purpose of
administering, regulating and enforcing the system of casino
gaming in Michigan. The Michigan Board's jurisdiction extends to
every person, association, corporation, partnership, trust and
other business entity involved in casino gaming operations
governed by the Michigan Act in the State of Michigan.

  The Michigan Act requires as a condition precedent to
the issuance of a casino license that the applicant for a casino
license enter into a development agreement (a "Development
Agreement") with the city in which the casino is located.  The
limited liability company in which the Company has an ownership
interest, Detroit Entertainment, L.L.C., has entered into a
Development Agreement with the City of Detroit and, therefore,
this condition precedent has been met.  

  Under the Michigan Act, in order to operate a casino in
a qualified city the casino applicant must obtain a casino
license from the Michigan Board.  A licensed owner who holds
greater than a 10% interest in one casino operation licensed
under the Michigan Act is prohibited from owning more than a 10%
ownership in any other casino license issued under the Michigan
Act.

  The Michigan Act authorizes the Michigan Board to adopt
rules consistent with the Michigan Act and in compliance with
rule making procedures established by the laws of the State of
Michigan.  The Michigan Board has adopted rules in accordance
with the Michigan Act.  The Michigan Board rules are currently
going through the final stages of adoption as required by the
laws of the State of Michigan.  For purposes of this discussion,
it is assumed that the Michigan Board rules, as approved by the
Michigan Board, will become final in the form currently existing
without substantive modification.  No assurance can be given that
this will, in fact, occur.

  The Michigan Act defines "control" of a casino license
applicant or a casino licensee as having a greater than 15%
direct or indirect pecuniary interest in the casino license
applicant or casino licensee.  For purposes of the Michigan Act,
the Company has control of Detroit Entertainment, L.L.C. by
virtue of the Company's forty five percent ownership interest in
Detroit Entertainment, L.L.C.

  The Michigan Act and Michigan Board rules require that
certain owners and "Key Persons" of a casino license applicant
and a casino licensee meet the qualification and approval
standards set forth in the Michigan Act and the Michigan Board
rules.  These owners and Key Persons are required to timely file
qualification information in the form of a Personal Disclosure
Form or a Business Disclosure Form with the Michigan Board and be
approved by the Michigan Board.

  Each person, other than a shareholder of a publicly
traded company, who directly or indirectly beneficially owns 1%
or more of the casino license applicant or casino licensee must
submit the qualification information to the Michigan Board.  Each
shareholder who directly or indirectly beneficially owns more
than 5% of a publicly traded company which owns 1% or more of a
Michigan casino license applicant or casino licensee must submit
qualification information to the Michigan Board.  Under the
Michigan Act and the Michigan Board rules, an "Institutional
Investor" which has invested in the equity or debt securities of
a publicly traded company which owns 1% or more of the casino
license applicant or casino licensee may, under certain
conditions discussed below, obtain a waiver from meeting the
qualification and approval standards established by the Michigan
Act and the Michigan Board rules.

  Each Key Person of the casino license applicant or
casino licensee must submit qualification information to the
Michigan Board.  The Michigan Board rules provide that a "Key
Person" includes any person who (1) is an officer, director,
trustee, partner or proprietor of the casino license applicant or
casino licensee, (2) holds a combined direct, indirect or
attributed debt or equity interest of more than 5% in a casino
license applicant or casino licensee, (3) holds a combined
direct, indirect or attributed interest of more than 5% in a
person who has a controlling interest in a casino license
applicant or a casino licensee, (4) is a managerial employee or
an affiliate or holding company with control of the casino
licensee applicant or casino licensee or an affiliate or holding
company with control of the casino license applicant or casino
licensee and who performs the function of principal executive
officer, principal operating officer, principal accounting
officer or equivalent thereof, or (5) is a managerial employee of
the casino license applicant or casino licensee or an affiliate
or holding company with control thereof who will perform or
performs the function of gaming operations manager or will
exercise or exercises management, supervisory or policy making
authority over the proposed or existing gaming operation or
Casino Enterprise in Michigan and who is not otherwise subject to
occupational licensing under the Michigan Act.

  The Michigan Board is currently taking the position
that an Institutional Investor which individually or in
association with others, acquires, directly or indirectly,
beneficial ownership of more than 5% of a person that has applied
for or holds a casino license or the holding company or
intermediary of a casino license applicant or casino licensee
shall notify the Michigan Board of the acquisition within ten
business days after the Institutional Investor acquires the
interest or files form 13-D or 13-G with the Securities and
Exchange Commission, or both, and shall provide additional
information, and may be subject to a finding of suitability as
required by the Michigan Board.   Under the Michigan Board rules,
the Company is a holding company of Detroit Entertainment,
L.L.C., which is a casino license applicant under the Michigan
Act and the Michigan Board rules.

  The Michigan Board is currently taking the position
that any Institutional Investor which owns or acquires, directly
or indirectly, beneficial ownership of more than a 5% interest
but not more than a 10% interest in a person that has applied for
or holds a casino license or the holding company or intermediary
of a casino license applicant or casino licensee may obtain from
the Michigan Board a waiver of the eligibility and suitability
requirements of the Michigan Act and the Michigan Board rules if
the securities were purchased for investment purposes only and
not for the purpose of influencing or affecting the affairs of
the issuer, the casino licensee or its affiliates.  In order to
obtain the waiver, the Institutional Investor must complete and
file with the Michigan Board a Michigan Institutional Investor
Waiver Application (less than 10% interest), which requires
certain Institutional Investor identification information and a
certification concerning investment intent.

  An Institutional Investor which owns or acquires,
directly or indirectly, beneficial ownership of more than a 10%
interest but not more than 15% interest in a person that has
applied for or holds a casino license or the holding company or
intermediary of a casino license applicant or casino licensee may
also apply to the Michigan Board for a waiver of the eligibility
and suitability requirements of the Michigan Act and the Michigan
Board rules.  The Michigan Board rules require that an
Institutional Investor within these ownership parameters which is
seeking a waiver disclose in the waiver application certain
specific information concerning the Institutional Investor which
will assist the Michigan Board in determining whether to grant
the waiver request.  The Michigan Board has not yet finalized the
form of this waiver application and therefore, no assurance can
be given regarding the information which will be required to be
disclosed on the form.

  An Institutional Investor which owns or acquires,
directly or indirectly, beneficial ownership of more than 15% of
a casino license applicant or casino licensee is required to file
qualification information with the Michigan Gaming Control Board
within 45 days after acquiring the interest and meet the
qualification and approval standards of the Michigan Act and the
Michigan Board.

  An Institutional Investor which owns or acquires
beneficial of (1) 10% or more of debt securities of a casino
licensee's affiliate or affiliated company which are related in
any way to the financing of the casino licensee or (2) more than
50% of any issue of the outstanding debt of the casino licensee's
affiliate or affiliated company may be required to file
qualification information and meet the qualification and approval
standards of the Michigan Act and the Michigan Board.  An
Institutional Investor which owns or acquires beneficial
ownership of more than 5% but under 10% of debt securities of a
casino licensee's affiliate or affiliated company which are
related in any way to the financing of the casino licensee may be
granted a waiver of the eligibility and suitability standards of
the Michigan Act and the Michigan Board rules if (1) the debt
securities do not represent more than 20% of the outstanding debt
of the casino licensee's affiliate or affiliated company or (2)
the debt securities represent not more than 50% of any issue of
the outstanding debt of the casino licensee's affiliate or
affiliated company and (3) the debt securities are those of a
publicly traded corporation and were purchased for investment
purposed only.  For purposes of the Michigan Act the Company is
an affiliate of Detroit Entertainment, L.L.C.

  The Michigan Board has the authority to require
additional owners who have a direct or indirect ownership
interest in a casino license applicant or a casino licensee to
meet the qualification and approval standards set forth in the
Michigan Act and the Michigan Board rules notwithstanding the
fact that they do not meet the ownership thresholds currently
described in the Michigan Act and the Michigan Board rules when
the Michigan Board determines that it is in the best interests of
the casino regulatory process to do so.

     If a shareholder who is required to submit qualification
information to the Michigan Board is not approved by the Michigan
Board, then the shareholder must promptly divest all ownership
interest in the shares.  If a person who seeks to acquire shares
is a person who is required to submit qualification information
to the Michigan Board and the person is not approved by the
Michigan Board, then the person may not acquire the shares and
must divest all interest in the shares. If a Key Person who is
required to submit qualification information to the Michigan
Board is not approved by the Michigan Board, then the Key Person
must promptly cease all involvement in the Michigan Casino
Enterprise.

     In addition to and separate and apart from complying with
qualification and approval standards established by the Michigan
Act and the Michigan Board rules, Michigan law requires that any
person who holds a "Casino Interest" must file a registration
form with the Michigan Secretary of State not later than 5 days
after obtaining the interest. A person holding a Casino Interest
includes (1) a person who holds at least a 1% interest in a
casino licensee or a Casino Enterprise, (2) A person who is a
partner, officer or key or managerial employee of the casino
licensee or Casino Enterprise, (3) a person who is an officer of
the person who holds at least a 1% interest in the casino
licensee or Casino Enterprise and (4) the spouse or children of a
person described in (1) through (3) above. For purpose of this
registration requirement, a "Person" includes an individual,
limited liability company, proprietorship, firm, partnership,
joint venture, syndicate, business trust, labor organization,
company, corporation, association, committee, governmental entity
or other legal entity. A person who fails to register with the
Michigan Secretary of State in compliance with Michigan law will
be assessed a late filing fee of not more than $300. In addition,
the person is subject to being charged with a misdemeanor and a
fine of not more than $1,000.
     
     Under the Michigan Act, an applicant for a casino license
is, if approved, first issued a certificate of suitability which
is valid while the holder is making satisfactory progress toward
meeting the conditions of the certificate of suitability. Upon
issuance of the certificate of suitability, the applicant may
commence construction of a casino. In the event that the Michigan
Board determines that the holder of the certificate of
suitability is not, in the judgment of the Michigan Board, making
satisfactory progress toward meeting the conditions of the
certificate of suitability, the Michigan Board will reconvene the
public investigative hearing for the purpose of considering the
applicant's compliance with the condition of its certificate of
suitability. The Michigan Board may thereafter take whatever
action it deems necessary to assure compliance with the
certificate of suitability or may cancel and withdraw the
certificate of suitability.

     Under the Michigan Act, the Michigan Board will issue a
casino license to the applicant upon completion of construction
of the casino in accordance with the certificate of suitability
and upon satisfactory completion of a final operational
inspection performed by the Michigan Board.

     A casino license is renewable annually. The casino license
is renewable upon payment of the application fees and a
determination by the Michigan Board that the casino licensee
continues to meet all of the requirements of the Michigan Act and
the Michigan Board rules.

     Under the Michigan Act and the Michigan Board rules, the
transfer of a direct or indirect beneficial ownership interest of
more than 1% in a casino license applicant or a casino licensee
is regulated by and subject to the approval of the Michigan
Board.  There are certain exceptions and higher ownership
thresholds in the case of ownership interests acquired in a
publicly traded corporation which has an ownership interest in a
casino license applicant or a casino licensee and ownership
interests acquired by an Institutional Investor when the
ownership interests meet the exceptions established by the
Michigan Act and/or the Michigan Board rules.

     The Michigan Act and the Michigan Board rules also require
that certain employees of the casino license applicant and casino
licensee and certain employees of owners of the casino license
applicant and casino licensee be licensed by the Michigan Board.
In addition, the Michigan Act and the Michigan Board rules
require that vendors of gaming related goods and services and
vendors of certain nongaming goods and services used by the
Casino Enterprise be licensed by the Michigan Board.

     The Michigan Act and the Michigan Board rules do not limit
the maximum bet or per person loss. Casino licensees, however,
may set any maximum or minimum limits on wagering under the
Michigan Act and Michigan Board rules. No person under the age of
twenty one is permitted to wager. The casino operation may be
operated twenty four hours a day, seven days a week.

     Under the Michigan Act, casino licensees are subject to five
forms of gaming taxes and fees: (1) a nonrefundable application
fee of $50,000, (2) a $25,000 license fee which is payable
annually, (3) a wagering tax equal to 18% of adjusted gross
receipts, (4) a municipal services fee in an amount equal to the
greater of 1.25% of adjusted gross receipts or $4,000,000 and (5)
an annual payment of all regulatory and enforcement costs,
including compulsive gaming programs, casino related programs and
activities, casino related legal services provided by the
Michigan Attorney General and casino related expenses of the
Michigan State Police up to a combined total annual maximum of
$25,000,000 in the first year of casino operations for all
casinos licensed under the Michigan Act, adjusted annually by the
Detroit Consumer Price Index, with no casino licensee being
assessed more than 1/3 of the total annual assessment, with these
funds being placed into a services fee fund. The service fee fund
is prohibited from exceeding $65,000,000. If the service fee fund
exceeds $65,00,000, then the excess amount must be credited
towards the annual payments the casinos are required to make to
the services fee fund. These gaming taxes and fees are in
addition to the taxes, fees and assessments customarily paid by
business entities doing business in the State of Michigan and the
City of Detroit.

     The Michigan Board, the Michigan Attorney General and the
Michigan State Police are authorized to conduct such
investigations into the conduct of gaming as they may deem
necessary and proper, including investigations of alleged
violations of the Michigan Act and the Michigan Board rules.
Employees of the Michigan Board and the Michigan Attorney General
staff and Michigan State Police staff assigned to the Board have
access to and may inspect any facilities relating to the Casino
Enterprise operations at any time. Under the Michigan Board
rules, the Michigan Board will have dedicated rooms on site at
the casino and Michigan Board staff at the casino on a twenty
four hour per day, seven days a week basis.

     Applicants for and holders of a casino license and their
affiliates and holding companies are required to obtain formal
approval from the Michigan Board for changes in the following
areas: (1) Key Persons, (2) type of entity, (3) equity and debt
capitalization of the entity, (4) investors and/or debt holders
exceeding certain minimum percentage levels, (5) source of funds
and (6) related party transactions exceeding $250,000 in a twelve
month period.

     A holder of a Michigan gaming license is subject to the
imposition of fines, suspension or revocation of the casino
license, or other action for any act or failure to act by the
licensee or the licensee's agents or employees that is in
violation of the Michigan Act or the Michigan Board rules.  Any
casino operation not conducted in compliance with the Michigan
Act and the Michigan Board rules may constitute an illegal gaming
operation and consequently may be subject to civil and criminal
penalties, which penalties include the possibility of seizure,
confiscation and destruction of gaming devices and seizure and
sale of casino operations. The Michigan Act also provides for
civil penalties against casino licensees of up to $10,000 or the
amount of daily gross receipts derived from wagering on gaming on
the day of the violation, whichever is greater. The Michigan
Board may revoke, suspend, restrict or place conditions on
licenses and certificates of suitability, as the Michigan Board
may see fit and in compliance with the Michigan Act and
applicable laws of the State of Michigan regarding administrative
procedures, and may suspend a casino operator's license, without
notice or hearing, upon a determination that the safety or health
of patrons or employees would be threatened by the continued
operation of the casino or that the action is necessary for the
immediate preservation of the integrity of casino gaming, public
peace, health, safety, morals, good order, or general welfare.

     The Michigan Board may waive any licensing requirement or
procedure provided by rule and not required by the Michigan Act
if it determines that such waiver is in the best interests of the
public and the gaming industry. Also, the Michigan Board may,
from time to time, amend or change its rules provided the
amendment is made in compliance with applicable Michigan law.

     The Michigan Act prohibits casino licensees and vendor
licensees and related persons from making contributions to a
candidate and certain political committees during (1) any period
during which the casino licensee is being considered by the
Michigan Board or the city in which the licensee seeks to operate
the casino, (2) the term during which the licensee holds a
license, (3) three years following the expiration or termination
of the licensee's license and (4) the period beginning after the
effective date of the Michigan Act or the period beginning one
year prior to applying for a license, whichever period is
shorter. The Michigan Act also prohibits casino and vendor
licensees and any person who has an interest in a licensee and
the spouse, parent, child or spouse of a child from either making
a contribution indirectly to a candidate or a committee through a
legal entity that is established, directed or controlled by that
licensee, person or related party. A person is considered to have
an interest in a licensee if (1) the person holds at least a 1%
interest in the licensee or Casino Enterprise, (2) the person is
an officer or managerial employee of the licensee or Casino
Enterprise, (3) the person is an officer of the person who holds
at least a 1% interest in the licensee or Casino Enterprise or
(4) the person is an independent committee of the licensee or
Casino Enterprise.

     The Michigan Act and the Michigan Board rules establish
extensive requirements and procedures relating to operation of
casino games, ownership records, reporting of transactions,
handling of money, extending credit, accounting and editing,
internal control systems and compliance reporting.

     The development agreement which has been entered into
between Detroit Entertainment, L.L.C. and the City of Detroit has
numerous terms and conditions relating to the construction and
operation of a casino in the City of Detroit, including goals for
the use of Detroit based or minority businesses and the hiring of
Detroit residents. Detroit Entertainment, L.L.C. has agreed to
exert its reasonable best efforts to comply with vendor use and
hiring goals. Failure to comply with the terms of the development
agreement could adversely effect the granting of a certificate of
suitability or a casino license to or the continued casino
licensure of Detroit Entertainment, L.L.C.

     Uncertainty exists regarding the Michigan gaming regulatory
environment due to the limited experience in interpreting the
Michigan Act and the Michigan Board rules.  The Michigan Act and
the Michigan Board rules are evolving pursuant to an ongoing
regulatory and legislative process and, therefore, are subject to
and in all probability will change with the maturation of casino
gaming regulated by the Michigan Act.

     Various regulatory ordinance proposals have been discussed
by the Detroit City Council concerning regulation of casinos in
the City of Detroit. Some of this legislation, if enacted, could
adversely affect the gaming industry or the Company. No assurance
can be given whether such or similar city ordinances will be
enacted.

     Opponents to casino gaming in Detroit are currently
circulating a petition to repeal the Michigan Act. In the event
that the required number of qualified and registered voters sign
the petition in a timely manner, then the proposal to repeal the
Michigan Act will be placed on the November 3, 1998 general
election ballot for statewide vote. If a majority of the voters
vote in favor of repeal of the Michigan Act, then the Michigan
Act would be repealed subject to the final result of any legal
challenges which might be raised regarding the repeal petition
and its impact on ongoing casino licensure activities under the
Michigan Act and the Michigan Board rules. No assurance can be
given whether the required number of qualified and registered
voters will sign the petition or that the petition will be placed
on the November 3, 1998 general election ballot.  If the proposal
to repeal the Michigan Act is placed on the November 3, 1998
general election ballot, no assurance can be given regarding the
outcome of the vote and/or the impact of the vote on the Detroit
Entertainment, L.L.C. application for a casino license and any
action on that application which may have been taken by the
Michigan Board prior to the November 3, 1998 general election.

      On August 4, 1998 the qualified and registered voters of
the City of Detroit will vote on (1) a proposal to amend the
Detroit Casino Development Competitive Selection Process
Ordinance to require that one of the three Detroit casino
licensees be owed at least 50% by individuals who are and have
been Detroit residents, directly or indirectly operate a Detroit-
based business and have a license to conduct casino operations
elsewhere and (2) a proposal to amend the Detroit Casino
Development Competitive Selection Process Ordinance to maximize
jobs and economic development for Detroit residents and ensure
that the process will result in casinos opening as soon as
possible without requiring that one of the three Detroit casino
licensees be owned at least 50% by individuals who are and have
been Detroit residents, directly or indirectly operate a Detroit-
based business and have a license to conduct casino operations
elsewhere. No assurance can be given regarding the outcome of the
vote on these two proposals and/or the impact of such vote on the
Detroit Casino Development Competitive Selection Process
Ordinance and/or the Development Agreement entered into between
Detroit Entertainment, L.L.C. and the City of Detroit.

     From time to time, various proposals have been introduced
in the Michigan legislature that, if enacted, would affect the
taxation, regulation, operation or other aspects of the gaming
industry or the Company. Some of this legislation, if enacted,
could adversely affect the gaming industry or the Company. No
assurance can be given whether such or similar legislation will
be enacted.

     Other Jurisdictions

     As a result of the Company's efforts to expand its gaming
operations, the Company and/or joint ventures in which the
Company is a participant may become subject to comprehensive
gaming and other regulations in additional jurisdictions.  Such
regulations may be similar to, and could be more restrictive
than, those currently applicable to the Company, its officers,
directors or employees or persons associated with the Company.

     National Gambling Commission

     A National Gambling Impact Study Commission (the  National
Commission ) has been established by the United States Congress
to conduct a comprehensive legal and factual study of the social
and economic impact of gaming in the United States.  The National
Commission is required by the enabling legislation to issue a
report containing its findings and conclusions, together with
recommendations of the National Commission for legislation and
administrative actions, within two years after the date on which
it held its first meeting, which occurred on June 20, 1997.  Any
recommendations which may be made by the National Commission
could result in the enactment of new laws and/or the adoption of
new regulations which could adversely impact the gaming industry
in general and the Company in particular.  The Company is unable
at this time to determine what recommendations, if any, the
National Commission will make, or the ultimate disposition of any
recommendations the National Commission may make.

Employees and Labor Relations

     At January 31, 1998, the Company employed approximately
20,000 persons.  Approximately 38% of the Company's employees at
January 31, 1998 were employed pursuant to the terms of
collective bargaining agreements.  During the fiscal year ended
January 31, 1998, contracts with several of the Company's unions
expired.  Currently, new contracts with all of the major unions
have been ratified with terms ranging from three to five years. 
The Company considers its labor relations to be satisfactory.  A
work stoppage has not been experienced at a Company-owned
property since an industry-wide strike in 1975.

     Certain states in which gaming recently has been legalized
have established community commitment and similar laws which
require that a specified percentage of employees of gaming
ventures be residents of the community or state in which the
gaming venture is located.  These laws could affect the ability
of the Company to attract and retain qualified employees for
gaming operations conducted by the Company or joint ventures in
which it participates outside Nevada.

Certain Forward Looking Statements

     Certain information included in this Report and other
materials filed or to be filed by the Company with the Securities
and Exchange Commission (as well as information included in oral
statements or other written statements made or to be made by the
Company) contains or may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of
1934, as amended.  Such statements including information relating
to current construction activities, plans for future expansion
and other business development activities as well as other
capital spending, financing sources and the effects of regulation
(including gaming and tax regulation) and competition.  Such
forward-looking information involves important risks and
uncertainties that could significantly affect anticipated results
in the future and, accordingly, such results may differ from
those expressed in any forward-looking statements made by or on
behalf of the Company.  These risks and uncertainties include,
but are not limited to, those relating to development and
construction activities, dependence on existing management,
leverage and debt service (including sensitivity to fluctuation
in interest rates), domestic or global economic conditions,
changes in federal or state tax laws or the administration of
such laws, changes in gaming laws or regulations (including the
legalization of gaming in certain jurisdictions), applications
for licenses and approvals under applicable laws and regulations
(including gaming laws and regulations) and the ultimate
resolution of the dispute and related litigation between the
Company and Mirage Resorts concerning the Company s agreement
with Mirage to develop an Atlantic City hotel-casino.

ITEM 2.  PROPERTIES.

     Circus Circus-Las Vegas.  The Company owns approximately 69
acres of land with 375 feet of frontage on the Las Vegas Strip
and Circus Circus-Las Vegas which is situated on the site.  For
additional information concerning Circus Circus-Las Vegas, see
"Description of the Company's Operating Hotels and Casinos -- Las
Vegas, Nevada -- Circus Circus-Las Vegas" in Item 1 of this
Report.  

     Luxor and Excalibur.  The Company owns a 117-acre parcel on
the southwest corner of the intersection of the Las Vegas Strip
and Tropicana Avenue, with approximately 2,400 feet of frontage
on the Las Vegas Strip and includes, Excalibur, which is situated
on the northern portion of the parcel at the intersection of the
Las Vegas Strip and Tropicana Avenue, and Luxor, which is
situated on such site to the south of Excalibur.  For additional
information concerning Luxor and Excalibur, see "Description of
the Company's Operating Hotels and Casinos -- Las Vegas, Nevada
-- Luxor and -- Excalibur" in Item 1 of this Report.  

     Circus Circus-Reno.  Circus Circus-Reno is situated on a
three-block area in downtown Reno, of which approximately 90% is
owned by the Company and the remainder is held under three
separate leases, two of which expire in 2032 and 2033,
respectively.  The Company owns the remaining interest in the
parcel subject to the third lease pursuant to which the Company
is obligated to pay rent for the lifetime of the landlord.  For
additional information concerning Circus Circus-Reno, see
"Description of the Company's Operating Hotels and Casinos --
Reno, Nevada -- Circus Circus-Reno" in Item 1 of this Report.

     Colorado Belle.  The Company owns approximately 22 acres on
the bank of the Colorado River in Laughlin, Nevada and the
Colorado Belle, which is situated on the site.  For additional
information concerning the Colorado Belle Hotel and Casino, see
"Description of the Company's Operating Hotels and Casinos --
Laughlin, Nevada -- Colorado Belle" in Item 1 of this Report.

     Edgewater.  Adjacent to the site of the Colorado Belle, the
Company owns approximately 16 acres on the bank of the Colorado
River in Laughlin, Nevada, and the Edgewater Hotel and Casino,
which is situated on the site.  For additional information
concerning the Edgewater Hotel and Casino, see "Description of
the Company's Operating Hotels and Casinos -- Laughlin, Nevada
-- Edgewater" in Item 1 of this Report.

     Gold Strike.  The Company owns approximately 51 acres and
the Gold Strike Hotel & Gambling Hall, which is situated on the
site, located on the east side of I-15 in Jean, Nevada,
approximately 12 miles from the California/Nevada border and 25
miles from Las Vegas.  For additional information concerning Gold
Strike, see "Description of the Company's Operating Hotels and
Casinos - Jean, Nevada -- Gold Strike" in Item 1 of this Report.

     Nevada Landing.  The Company owns approximately 55 acres
and the Nevada Landing Hotel & Casino, which is situated on the
site, located on the west side of I-15 in Jean, Nevada.  For
additional information concerning Nevada Landing, see
"Description of the Company's Operating Hotels and Casinos -
Jean, Nevada -- Nevada Landing" in Item 1 of this Report.

     Railroad Pass.  The Company owns approximately 56 acres and
the Railroad Pass Hotel & Casino, which is situated on the site,
located on US-93 in Henderson, Nevada.  For additional
information concerning Railroad Pass, see "Description of the
Company's Operating Hotels and Casino - Henderson, Nevada --
Railroad Pass" in Item 1 of this Report.

     Gold Strike-Tunica (formerly Circus Circus-Tunica).  The
Company owns approximately 24 acres in Tunica County, Mississippi
and Gold Strike-Tunica, which is situated on the site.  The
Company also owns an undivided 50% interest in an additional 388-
acre site which is owned jointly with another unaffiliated gaming
company. For additional information concerning Gold Strike-
Tunica, see "Description of the Company's Operating Hotels and
Casinos -- Tunica County, Mississippi -- Gold Strike-Tunica" in
Item 1 of this Report.

     Other Real Property

     Slots-A-Fun is situated on a 30,000-square-foot parcel
owned by the Company and has approximately 100 feet of frontage
on the Las Vegas Strip. 

     The Company operates the Silver City Casino in Las Vegas
under a lease which expires in October 1999.  The Company
currently pays a base rent of $129,982 per month.  The base rent
is subject to annual increases, calculated by using a specified
index with a cap based on a specified percentage of annual
revenues.  Under the terms of the lease, the landlord or the
landlord's assignee is entitled to participate in the profits to
the extent by which 50% of defined exceeds the adjusted base
rent.  There was no profit participation rent due for the years
ended January 31, 1996, 1997 or 1998.

     The Company owns approximately 60 acres of land which is
the site of Mandalay Bay which is currently under construction. 
For additional information concerning Mandalay Bay, see  Current
Expansion Activities  in Item 1 of this Report.

     The Company owns approximately 60 acres of unimproved land
located immediately south of the aforementioned 60-acre site and
approximately 15 acres of land on the Las Vegas Strip across from
Luxor which from time to time is utilized as a parking lot for
employees at Luxor and Excalibur.

     The Company owns 60 acres of land in Jean, Nevada to the
north of Gold Strike and approximately 89 acres of land in Sloan,
Nevada off of I-15.  Sloan is located between Jean and Las Vegas.

     Reference is made to  Current Expansion Activities  in Item
1 of this Report for a discussion of the Company s agreement with
Mirage Resorts, relating to the Company s possible acquisition of
unimproved land in Atlantic City, New Jersey and the development
of a hotel and casino on a portion of such site.  The Company
also owns or leases, or has options and/or agreements to purchase
or lease, certain other improved and unimproved properties which
are not deemed to be material to the Company.

     As of January 31, 1998, the aforementioned properties owned
by the Company were not subject to any encumbrances securing the
repayment of indebtedness.

     Joint Venture Interests.  The Company, either directly or
through wholly owned subsidiaries, owns (i) a 50% interest in the
Las Vegas Joint Venture, which owns and operates Monte Carlo, a
3,002-room hotel-casino complex on the Las Vegas Strip; (ii) a
50% interest in the Elgin Joint Venture, which owns and operates
the Grand Victoria, a riverboat casino and land-based
entertainment complex in Elgin, Illinois; and (iii) a 50%
interest in the Reno Joint Venture, which owns and operates
Silver Legacy, a 1,711-room hotel-casino in Reno, Nevada. 
Reference is made to the information appearing under the caption
 Joint Venture Participations  in Item 1 of this Report
concerning the properties owned and operated by the
aforementioned joint venture entities, which information is
hereby incorporated in this Item 2 by this reference.


ITEM 3. LEGAL PROCEEDINGS.

     On April 26, 1994, a lawsuit requesting class certification
was filed by William H. Poulos in the United States District
Court for the Middle District of Florida against 41
manufacturers, distributors and casino operators of video poker
and electronic slot machines, including the Company.  On May 10,
1994, a lawsuit requesting class certification alleging
substantially identical claims was filed by William Ahearn in the
same court against 48 defendants, including the Company.  The two
lawsuits were consolidated into a single action and transferred
to the United States District Court for the District of Nevada
(the "Court").  On September 26, 1995, a lawsuit requesting class
certification alleging substantially identical claims was filed
by Larry Schreier in the Court against 45 defendants, including
the Company.  On February 14, 1997, the three plaintiffs filed a
consolidated amended complaint in the Court.  The consolidated
complaint alleges that the defendants have engaged in a course of
fraudulent and misleading conduct intended to induce persons to
play video poker and electronic slot machines based on a false
belief concerning how the gaming machines operate, as well as the
extent to which there is an opportunity to win. The complaint
alleges violations of the Racketeer Influenced and Corrupt
Organizations Act, as well as claims of common law fraud, unjust
enrichment and negligent misrepresentation, and seeks unspecified
compensatory and punitive damages.  On or about December 17,
1997, the Court issued formal opinions granting in part and
denying in part defendants' motions to dismiss.  In so doing, the
Court ordered plaintiffs to file an amended complaint in
accordance with the Court's orders.  The Company, along with most
other defendants, has answered the complaint and continues to
deny the allegations contained therein.  The Company has
committed to vigorously defend all claims and allegations
contained in the consolidated action.

     On February 4, 1998, Mirage Resorts Incorporated filed a
complaint for declaratory relief against the Company in the
District Court for Clark County, Nevada (the  Nevada Action ). 
The complaint seeks a judgment declaring that the May 30, 1996
agreement between the Company and Mirage relating to Mirage s
sale of a portion of a site in the Marina area of Atlantic City,
New Jersey to the Company is of no further force and effect.  On
February 13, 1998, the Company filed a complaint against Mirage
in the Superior Court for Atlantic County, New Jersey (the
 New Jersey Action ).  The complaint alleges that Mirage s
termination of the May 30, 1996 agreement between the Company and
Mirage was improper.  The complaint further alleges, among other
counts, breach of contract, breach of fiduciary duty, breach of
express and implied covenants of good faith and fair dealing,
fraud and misrepresentation and unjust enrichment, and seeks,
among other relief, unspecified compensatory and punitive
damages, specific performance and imposition of a constructive
trust for the benefit of the Company.  Mirage sought to have the
New Jersey action stayed or dismissed based on the existence of
the Nevada case, that motion was denied.

     The Company is a defendant in various other pending law-
suits.  In management's opinion, the ultimate outcome of such
law-suits will not have a material adverse effect on the results
of operations or the financial position of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matter was submitted to a vote of the Company's security
holders during the fourth quarter of the fiscal year ended
January 31, 1998.

                                  PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

     Price Range of Common Stock.  The Company's Common Stock is
listed on the New York Stock Exchange and on the Pacific Exchange
and traded under the symbol CIR.  The following table sets forth,
for the fiscal quarters shown, the low and high sale prices for
the Common Stock on the New York Stock Exchange Composite Tape.

Fiscal 1998                         Low      High

First Quarter......................$23.50   $36.50
Second Quarter.....................$21.06   $29.25
Third Quarter......................$21.00   $26.69     
Fourth Quarter.....................$20.00   $26.19     

Fiscal 1997                         Low      High

First Quarter......................$29.75   $39.00
Second Quarter.....................$29.13   $44.63
Third Quarter......................$29.50   $36.38
Fourth Quarter.....................$31.50   $37.63

On April 20, 1998 there were 4,236 holders of record of the
Common Stock of the Company.

     Dividend Policy.  The Company does not currently pay a cash
dividend, nor is one contemplated in the foreseeable future.  The
Company believes that currently its stockholders are best served
by a policy of reinvestment in new high-return projects.  The
Company has a policy of periodic share repurchase, as cash flows,
borrowing capacity and market conditions warrant.

ITEM 6. SELECTED FINANCIAL DATA.

                                          Year ended January 31,              
(amounts in thousands,
 except share data)         1998      1997        1996       1995      1994  

Operating Results(1):
Revenues(2)             $1,354,487 $1,334,250  $1,299,596 $1,170,182  $963,470
Income from 
 operations                236,500    222,169     251,373    256,007   201,061
Pretax income              147,922    163,863     205,759    214,490   182,608
Net income                  89,908    100,733     128,898    136,286   116,189
Basic earnings 
 per share(3)           $      .95      $ .99       $1.33      $1.59     $1.34
Diluted earnings 
 per share(3)           $      .94      $ .97       $1.30      $1.58     $1.32

Balance Sheet Data:
Total assets            $3,263,548 $2,729,111 $2,213,503 $1,512,548 $1,297,924
Long-term debt           1,788,818  1,405,897    715,214    632,652    567,345
Stockholders' equity     1,123,749    971,791  1,226,812    686,124    559,950

                                                   
(1)   Gold Strike, Nevada Landing and Railroad Pass were acquired on June 1,
      1995.  The Hacienda was acquired on September 1, 1995 and closed on
      December 1, 1996.  Gold Strike-Tunica (formerly Circus Circus-Tunica)
      opened in August 1994.  Luxor opened in October 1993.

(2)   Revenues are net of complimentary allowances.

(3)   Earnings per share are based on shares outstanding adjusted for a
      three-for-two stock split effective July 9, 1993.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS.

 Incorporated herein by reference are pages 25 through 36  
of the Company's Annual Report to Stockholders for the fiscal
year ended January 31, 1998 (the "1998 Annual Report"), which
pages are included as part of Exhibit 13 to this Report.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
           RISK.

 The information in the 1998 Annual Report beginning
immediately following the caption  Other Matters  on page 34
thereof to, but not including, the caption  Year 2000 Compliance 
on page 36 thereof is incorporated herein by reference, which
information is included as part of Exhibit 13 to this Report.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 Incorporated herein by reference are pages 37 through 53 of
the 1998 Annual Report, which pages are included as part of
Exhibit 13 to this Report.

           SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Year Ended January 31, 1998    
(in thousands, except per share amounts)                               

                              1st       2nd       3rd       4th
                             Quarter   Quarter   Quarter   Quarter    Total   
Revenue                     $ 344,098 $ 343,292 $ 341,852 $ 325,245 $1,354,487
Income from operations         82,638    62,747    59,650    31,465    236,500
Income before income tax       59,367    38,876    43,061     6,618    147,922
Net income                     37,489    24,488    27,223       708     89,908
Basic earnings per share    $     .40 $     .26 $     .29 $     .01 $      .95
Diluted earnings per share  $     .39 $     .26 $     .29 $     .01 $      .94

Year Ended January 31, 1997    
(in thousands, except per share amounts)

                                    1st       2nd       3rd       4th
                             Quarter   Quarter   Quarter   Quarter    Total   
Revenue                     $352,885  $338,806  $337,990  $304,569 $1,334,250
Income from operations        81,297    24,650    71,185    45,037    222,169
Income before income tax      69,385    12,881    55,659    25,938    163,863
Net income                    43,472     7,309    34,813    15,139    100,733
Basic earnings per share    $    .42  $    .07  $    .34  $    .16 $      .99
Diluted earnings per share  $    .41  $    .07  $    .33  $    .15 $      .97

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE.

 Not applicable.

                                 PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

 The information beginning immediately following the caption
"Election of Directors" to, but not including, the caption
"Management Remuneration" in the Company's Proxy Statement, to be
filed with the Securities and Exchange Commission within 120 days
after the close of the Company's fiscal year ended January 31,
1998 and forwarded to stockholders prior to the Company's 1998
Annual Meeting of Stockholders (the "1998 Proxy Statement"), is
incorporated herein by reference.

 The terms of office of Richard P. Banis and Richard A.
Etter, who are currently serving as Class I directors, will
expire with the election of Class I directors at the Company's
1998 Annual Meeting if Stockholders, which is scheduled to be
held on June 18, 1998.

 Mr. Banis, 53, was President of the Company from August 1988
until he retired in July 1991.  Until his retirement, Mr. Banis
was also the Company's Chief Operating Officer and a member of
the Company's Board of Directors, positions he had held since
September 1984 and December 1983, respectively.  He was also the
Chief Accounting Officer and Chief Financial Officer of the
Company from June 1981 and January 1984, respectively, through
August 1984.  Mr. Banis, who has held his current position on the
Company's Board of Directors since October 14, 1996, is also a
member of the Audit and Compliance Review Committees of the
Company's Board of Directors.

 Mr. Etter, 59, was Chairman of the Board and Chief Executive
Officer of Bank of America-Nevada for a period of more than five
years prior to his retirement on May 1, 1996, after 30 years with
the bank.  Mr. Etter, who has been a member of the Company's
Board of Directors since October 14, 1996, is also a member of
the Audit and the Compliance Review Committees of the Company's
Board of Directors.  Mr. Etter is an advisory director of Bank of
America-Nevada.

ITEM 11.   EXECUTIVE COMPENSATION.

 The information in the 1998 Proxy Statement beginning
immediately following the caption "Management Remuneration" to,
but not including, the caption "Report of the Board of Directors
and the Compensation Committee on Executive Compensation", is
incorporated herein by reference.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT.

 The information in the 1998 Proxy Statement beginning
immediately following the caption "Security Ownership of Certain
Beneficial Owners and Management" to, but not including, the
caption "Election of Directors", is incorporated herein by
reference.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

 The information in the 1998 Proxy Statement beginning
immediately following the caption "Compensation Committee
Interlocks and Insider Participation" to, but not including, the
caption "Comparative Stock Price Performance Graph" and the
additional information in the 1998 Proxy Statement beginning
immediately following the caption "Certain Transactions" to, but
not including, the caption "Ratification of Selection of
Independent Auditors" is incorporated herein by reference.  

                                  PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
           FORM 8-K.

 (a)(1)    Consolidated Financial Statements:

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES             Page

Consolidated Balance Sheets as of January 31, 1998 and
1997...................................................       37   *

Consolidated Statements of Income for the three years
ended January 31, 1998.................................       38   *

Consolidated Statements of Cash Flows for the three
years ended January 31, 1998...........................       39   *

Consolidated Statements of Stockholders' Equity for
the three years ended January 31, 1998.................       40   *

Notes to Consolidated Financial Statements.............       41   *

Report of Independent Public Accountants...............       53   *

 (a)(2)    Supplemental Financial Statement Schedules:

 None.

                                         
*     Refers to page of the Annual Report to Stockholders for the
      year ended January 31, 1998, the incorporated portions of
      which are included as Exhibit 13 to this Report.

 (a)(3) Exhibits:

The following exhibits are filed as a part of this Report or
incorporated herein by reference:


3(i)(a).   Restated Articles of Incorporation of the Company as of
           July 15, 1988 and Certificate of Amendment thereto,
           dated June 29, 1989.  (Incorporated by reference to
           Exhibit 3(a) to the Company's Annual Report on Form
           10-K for the fiscal year ended January 31, 1991.)

3(i)(b).   Certificate of Division of Shares into Smaller
           Denominations, dated June 20, 1991.  (Incorporated by
           reference to Exhibit 3(b) to the Company's Annual
           Report on Form 10-K for the fiscal year ended January
           31, 1992.)

3(i)(c).   Certificate of Division of Shares into Smaller
           Denominations, dated June 22, 1993.  (Incorporated by
           reference to Exhibit 3(i) to the Company's Current
           Report on Form 8-K dated July 21, 1993.)

4(a). Rights Agreement dated as of July 14, 1994, between the
      Company and First Chicago Trust Company of New York.
      (Incorporated by reference to Exhibit 4 to the
      Company's Current Report on Form 8-K dated August 15,
      1994.)

4(b). Amendment to Rights Agreement effective as of April 16,
      1996, between the Company and First Chicago Trust
      Company of New York.  (Incorporated by reference to
      Exhibit 4(a) to the Company s Quarterly Report on
      Form 10-Q for the quarterly period ended July 31,
      1996.)

4(c). Amended and Restated $2.0 Billion Loan Agreement, dated
      as of  May 23, 1997, by and among the Company, the
      Banks named therein and Bank of America National Trust
      and Savings Association, as administrative agent for
      the Banks, and the related Subsidiary Guarantee dated
      May 23, 1997, of the Company s subsidiaries named
      therein.  (Incorporated by reference to Exhibit 4(a) to
      the Company s Quarterly Report on Form 10-Q for the
      quarterly period ended April 30, 1997.)

4(d). Amendment No. 1 to Amended and Restated $2.0 Billion
      Loan Agreement, by and among the Company, the Banks
      named therein and Bank of America National Trust and
      Savings Association, as administrative agent for the
      Banks.  (Incorporated by reference to Exhibit 4(a) to
      the Company s Quarterly Report for the quarterly period
      ended October 31, 1997.)

<PAGE>
4(e). Rate Swap Master Agreement, dated as of October 24,
      1986, and Rate Swap Supplements One through Four. 
      (Incorporated by reference to Exhibit 4(j) to the
      Company's Current Report on Form 8-K dated December 29,
      1986.)

4(f). Interest Rate Swap Agreement, dated as of October 20,
      1989, by and between the Company and Salomon Brothers
      Holding Company Inc. (Incorporated by reference to
      Exhibit 4(q) to the Company's Annual Report on Form
      10-K for the fiscal year ended January 31, 1990.)

4(g). Interest Rate Cap Agreement, dated October 20, 1997,
      between the Company and Morgan Guaranty Trust Company
      of New York.  (Incorporated by reference to Exhibit
      4(f) to the Company s Quarterly Report for the
      quarterly period ended October 31, 1997.)  

4(h). Interest Rate Cap Agreement, dated January 13, 1998,
      between the Company and Morgan Guaranty Trust Company
      of New York.

4(i). Grid Promissory Note, dated October 17, 1997, between
      the Company and Lyon Short Term Funding Corp. 
      (Incorporated by reference to Exhibit 4(g) to the
      Company s Quarterly Report for the quarterly period
      ended October 31, 1997.)  

4(j). Commercial Paper Dealer Agreement, dated October 9,
      1997, between the Company and Merrill Lynch Money
      Markets Inc.  (Incorporated by reference to Exhibit
      4(b) to the Company s Quarterly Report for the
      quarterly period ended October 31, 1997.)  

4(k). Commercial Paper Dealer Agreement, dated October 9,
      1997, between the Company and BancAmerica Robertson
      Stephens.  (Incorporated by reference to Exhibit 4(c)
      to the Company s Quarterly Report for the quarterly
      period ended October 31, 1997.)  

4(l). Commercial Paper Dealer Agreement, dated October 9,
      1997, between the Company and Credit Suisse First
      Boston Corporation.  (Incorporated by reference to
      Exhibit 4(d) to the Company s Quarterly Report for the
      quarterly period ended October 31, 1997.)  

4(m). Issuing and Paying Agency Agreement, dated October 9,
      1997, between the Company and The Chase Manhattan Bank. 
      (Incorporated by reference to Exhibit 4(e) to the
      Company s Quarterly Report for the quarterly period
      ended October 31, 1997.)  
<PAGE>
4(n). Indenture by and between the Company and First
      Interstate Bank of Nevada, N.A., as Trustee with
      respect to the Company's 6-3/4% Senior Subordinated
      Notes due 2003 and its 7-5/8% Senior Subordinated
      Debentures due 2013. (Incorporated by reference to
      Exhibit 4(a) to the Company's Current Report on
      Form 8-K dated July 21, 1993.)

4(o). Indenture, dated February 1, 1996, by and between the
      Company and First Interstate Bank of Nevada, N.A., as
      Trustee. (Incorporated by reference to Exhibit 4(b) to
      the Company's Current Report on Form 8-K dated
      January 29, 1996.)

4(p). Supplemental Indenture, dated February 1, 1996, by and
      between the Company and First Interstate Bank of
      Nevada, N.A., as Trustee, with respect to the Company's
      6.45% Senior Notes due February 1, 2006.  (Incorporated
      by reference to Exhibit 4(c) to the Company's Current
      Report on Form 8-K dated January 29, 1996.)

4(q). 6.45% Senior Notes due February 1, 2006 in the
      principal amount of $200,000,000.  (Incorporated by
      reference to Exhibit 4(d) to the Company's Current
      Report on Form 8-K dated January 29, 1996.)

4(r). Supplemental Indenture, dated as of November 15, 1996,
      to an indenture dated February 1, 1996, by and between
      the Company and Wells Fargo Bank (Colorado), N.A., as
      Trustee, with respect to the Company s 6.70% Senior
      Notes due November 15, 2096.  (Incorporated by
      reference to Exhibit 4(c) to the Company s Quarterly
      Report on Form 10-Q for the quarterly period ended
      October 31, 1996.)

4(s). 6.70% Senior Notes due February 15, 2096 in the
      principal amount of $150,000,000.  (Incorporated by
      reference to Exhibit 4(d) to the Company's Quarterly
      Report on Form 10-Q for the quarterly period ended
      October 31, 1996.)

4(t). Indenture, dated November 15, 1996, by and between the
      Company and Wells Fargo Bank (Colorado), N.A., as
      Trustee.  (Incorporated by reference to Exhibit 4(e) to
      the Company's Quarterly Report on Form 10-Q for the
      quarterly period ended October 31, 1996.)

<PAGE>
4(u). Supplemental Indenture, dated as of November 15, 1996,
      to an indenture dated November 15, 1996, by and between
      the Company and Wells Fargo Bank (Colorado), N.A., as
      Trustee, with respect to the Company s 7.0% Senior
      Notes due November 15, 2036.  (Incorporated by
      reference to Exhibit 4(f) to the Company s Quarterly
      Report on Form 10-Q for the quarterly period ended
      October 31, 1996.)

4(v). 7.0% Senior Notes due February 15, 2036, in the
      principal amount of $150,000,000.  (Incorporated by
      reference to Exhibit 4(g) to the Company s Quarterly
      Report on Form 10-Q for the quarterly period ended
      October 31, 1996.)

10(a).*    1983 Nonqualified Stock Option Plan of the Company.
           (Incorporated by reference to Exhibit 10(d) to the
           Company's Registration Statement (No. 2-85794) on    
           Form S-1.)

10(b).*    1983 Incentive Stock Option Plan of the Company.
           (Incorporated by reference to Exhibit 10(e) to the
           Company's Registration Statement (No. 2-85794) on    
           Form S-1.)

10(c).*    Amendment to Circus Circus Enterprises, Inc. 1983
           Incentive Stock Option Plan.  (Incorporated by
           reference to Exhibit 4(a) to the Company's Registration
           Statement (No. 2-91950) on Form S-8.)

10(d).*    Amended and Restated 1989 Stock Option Plan of the
           Company.  (Incorporated by reference to Exhibit 10 to
           the Post Effective Amendment No. 4 to the Company s
           Registration Statement (No. 33-39215) on Form S-8.)

10(e).*    Amended and Restated 1991 Stock Incentive Plan of the
           Company.  (Incorporated by reference to Exhibit 10 to
           the Post Effective Amendment No. 3 to the Company s
           Registration Statement (No. 33-56420) on Form S-8.)

10(f).*    Amended and Restated 1993 Stock Option Plan of the
           Company.  (Incorporated by reference to Exhibit 10 to
           the Post Effective Amendment No. 2 to the Company s
           Registration Statement (No. 33-53303) on Form S-8.)

10(g).*    1995 Special Stock Option Plan and Forms of
           Nonqualified Stock Option Certificate and Agreement. 
           (Incorporated by reference to Exhibit 10(gg) to the
           Company's Annual Report on Form 10-K for the fiscal
           year ended January 31, 1995.)

10(h).*    1998 Stock Option Plan (Incorporated by reference to
           Exhibit 4(g) to the Company's Registration Statement
           (No.333-51073) on Form S-8.)

10(i).*    Circus Circus Enterprises, Inc. Executive Compensation
           Insurance Plan.  (Incorporated by reference to Exhibit
           10(i) to the Company's Annual Report on Form 10-K for
           the fiscal year ended January 31, 1992.)

10(j).     Lease, dated November 1, 1957, by and between Bethel
           Palma and others, as lessor, and the Company's
           predecessor in interest, as lessee; Amendment of Lease,
           dated May 6, 1983.  (Incorporated by reference to
           Exhibit 10(g) to the Company's Registration Statement
           (No. 2-85794) on Form S-1.)

10(k).     Grant, Bargain and Sale Deed to the Company pursuant to
           the Lease dated November 1, 1957.  (Incorporated by
           reference to Exhibit 10(h) to the Company's Annual
           Report on Form 10-K for the fiscal year ended January
           31, 1984.)

10(l).     Lease, dated August 3, 1977, by and between B&D
           Properties, Inc., as lessor, and the Company, as
           lessee; Amendment of Lease, dated May 6, 1983. 
           (Incorporated by reference to Exhibit 10(h) to the
           Company's Registration Statement (No. 2-85794) on Form
           S-1.)

10(m).     Tenth Amendment and Restatement of the Circus Circus
           Employees' Profit Sharing and Investment Plan.
           (Incorporated by reference to Exhibit 4(e) to Post
           Effective Amendment No. 7 to the Company's Registration
           Statement (No. 33-18278) on Form S-8.)

10(n).     Fifth Amendment and Restatement to Circus Circus
           Employees' Profit Sharing and Investment Trust.
           (Incorporated by reference to Exhibit 4(h) to Post
           Effective Amendment No. 7 to the Company's Registration
           Statement (No. 33-18278) on Form S-8.)

10(o).     Group Annuity Contract No. GA70867 between Philadelphia
           Life (formerly Bankers Life Company) and Trustees of
           Circus Circus Employees' Profit Sharing and Investment
           Plan.  (Incorporated by reference to Exhibit 4(c) to
           the Company's Registration Statement (No. 33-1459) on   
           Form S-8.)

10(p).     Lease, dated as of November 1, 1981, between Novus
           Property Company, as landlord, and the Company, as
           tenant.  (Incorporated by reference to Exhibit 4(h) to
           the Company's Registration Statement (No. 2-85794) on
           Form S-1.)

10(q).     First Addendum and First Amendment, each dated as of
           June 15, 1983, to Lease dated as of November 1, 1981.
           (Incorporated by reference to Exhibit 4(i) to the
           Company's Annual Report on Form 10-K for the year ended
           January 31, 1984.)

10(r).     Second Amendment, dated as of April 1, 1984, to Lease
           dated as of November l, 1981.  (Incorporated by
           reference to Exhibit 10(o) to the Company's
           Registration Statement (No. 33-4475) on Form S-1.)

10(s).   Lease by and between Robert Lewis Uccelli, guardian, as
         lessor, and Nevada Greens, a limited partnership,
         William N. Pennington, as trustee, and William G.
         Bennett, as trustee, and related Assignment of Lease. 
         (Incorporated by reference to Exhibit 10(p) to the
         Company's Registration Statement (No. 33-4475) on
         Form S-1.)

10(t).   Agreement of Purchase, dated March 15, 1985, by and
         between Denio Brothers Trucking Company, as seller, and
         the Company, as buyer, and related lease by and between
         Denio Brothers Trucking Co., as lessor, and Nevada
         Greens, a limited partnership, William N. Pennington,
         as trustee, and William G. Bennett, as trustee, and
         related Assignment of Lease.  (Incorporated by
         reference to Exhibit 10(q) to the Company's
         Registration Statement (No. 33-4475) on Form S-1.)

10(u).   Agreement of Joint Venture, dated as of March 1, 1994,
         by and among Eldorado Limited Liability Company,
         Galleon, Inc., and the Company.  (Incorporated by
         reference to Exhibit 10(y) to the Company's Annual
         Report on Form 10-K for the fiscal year ended January
         31, 1994.)

10(v).   Amended and Restated Credit Agreement, dated November
         25, 1997, by and among Circus and Eldorado Joint
         Venture, the Banks named therein and Bank of America
         National Trust and Savings Association as
         Administrative Agent, and the related Note, Amended and
         Restated Make-Well Agreement and Amended and Restated
         Deed of Trust.  (Incorporated by reference to Exhibit
         4(h) to the Company s Quarterly Report for the
         quarterly period ended October 31, 1997.)  

<PAGE>
10(w).   Agreement and Plan of Merger, dated March 19, 1995, by
         and among the Company and M.S.E. Investments,
         Incorporated, Last Chance Investments, Incorporated,
         Gold Strike Investments, Incorporated, Diamond Gold,
         Inc., Gold Strike Aviation, Incorporated, Gold Strike
         Finance Company, Inc., Oasis Development Company, Inc.,
         Michael S. Ensign, William A. Richardson, David R.
         Belding, Peter A. Simon II and Robert J. Verchota. 
         (Incorporated by reference to Exhibit 10(ee) to the
         Company's Annual Report on Form 10-K for the fiscal
         year ended January 31, 1995.)

10(x).   First Amendment to Agreement and Plan of Merger, dated
         May 30, 1995, by and among the Company and M.S.E.
         Investments, Incorporated, Last Chance Investments,
         Incorporated, Goldstrike Investments, Incorporated,
         Diamond Gold, Inc., Gold Strike Aviation, Incorporated,
         Goldstrike Finance Company, Inc., Oasis Development
         Company, Inc., Michael S. Ensign, William A.
         Richardson, David R. Belding, Peter A. Simon II and
         Robert J. Verchota.  (Incorporated by reference to
         Exhibit 99.2 of the Schedule 13D of Michael S. Ensign
         relating to the Company's Common Stock, filed on
         June 12, 1995.)

10(y).   Exchange Agreement, dated March 19, 1995, by and among
         the Company and New Way, Inc., a wholly owned
         subsidiary of the Company, Glenn W. Schaeffer, Gregg H.
         Solomon, Antonio C. Alamo, Anthony Korfman and William
         Ensign. (Incorporated by reference to Exhibit 10(ff) to
         the Company's Annual Report on Form 10-K for the fiscal
         year ended January 31, 1995.)

10(z).   First Amendment to Exchange Agreement, dated May 30,
         1995, by and among the Company and New Way, Inc., a
         wholly owned subsidiary of the Registrant, Glenn W.
         Schaeffer, Gregg H. Solomon, Antonio C. Alamo, Anthony
         Korfman and William Ensign.  (Incorporated by reference
         to Exhibit 10(d) to the Company's Current Report on
         Form 8-K dated June 1, 1995.)

10(aa).  Registration Rights Agreement, dated as of June 1,
         1995, by and among the Company and Michael S. Ensign,
         William A. Richardson, David R. Belding, Peter A. Simon
         II, Glenn W. Schaeffer, Gregg H. Solomon, Antonio C.
         Alamo, Anthony Korfman, William Ensign and Robert J.
         Verchota.  (Incorporated by reference to Exhibit 99.5
         of the Schedule 13D of Michael S. Ensign, relating to
         the Company's Common Stock, filed on June 12, 1995.)  

10(bb).  Standstill Agreement, dated as of June 1, 1995, by and
         among the Company and Michael S. Ensign, William A.
         Richardson, David R. Belding, Peter A. Simon II and
         Glenn W. Schaeffer.  (Incorporated by reference to
         Exhibit 99.4 of the Schedule 13D of Michael S. Ensign,
         relating to the Company's Common Stock, filed on
         June 12, 1995.)

10(cc).  Amendment No. 1 to Standstill Agreement, effective
         April 16, 1996, by and among the Company and Michael S.
         Ensign, William A. Richardson, David R. Belding, Peter
         A. Simon II and Glenn W. Schaeffer.  (Incorporated by
         reference to Exhibit 99.7 of Amendment No. 2 to the
         Schedule 13D of Michael S. Ensign, relating to the
         Company s Common Stock, filed on September 5, 1996.)

10(dd).* Executive Officer Annual Bonus Plan.  (Incorporated by
         reference to Exhibit 10(hh) to the Company's Annual
         Report on Form 10-K for the fiscal year ended January
         31, 1995.)

10(ee).* Amendment and Restatement of Employment Agreement dated
         November 1, 1997, by and between the Company and Clyde
         Turner. 


10(ff).* Agreement and Release dated January 17, 1998, by and
         between the Company and Clyde Turner.

10(gg).* Amendment and Restatement of Employment Agreement dated
         November 1, 1997, by and between the Company and
         Michael S. Ensign. 

10(hh).* Amendment and Restatement of Employment Agreement dated
         November 1, 1997, by and between the Company and Glenn
         W. Schaeffer. 

10(ii).* Amendment and Restatement of Employment Agreement dated
         November 1, 1997, by and between the Company and
         William A. Richardson. 

10(jj).* Amendment and Restatement of Employment Agreement dated
         July 14, 1997, by and between the Company and Kurt D.
         Sullivan. 

10(kk).* Amendment and Restatement of Employment Agreement dated
         November 1, 1997, by and between the Company and
         Antonio C. Alamo. 

10(ll).* Amendment and Restatement of Employment Agreement dated
         November 1, 1997, by and between the Company and Gregg
         H. Solomon. 

10(mm).  Joint Venture Agreement, dated as of December 18, 1992,
         between Nevada Landing Partnership and RBG, L.P. 
         (Incorporated by reference to Exhibit 10(g) to the
         Company's Quarterly Report on Form 10-Q for the
         quarterly period ended July 31, 1995.)

10(nn).  Amendment dated July 15, 1993 to the Joint Venture
         Agreement between Nevada Landing Partnership and RBG,
         L.P. (Incorporated by reference to Exhibit 10(h) to the
         Company's Quarterly Report on Form 10-Q for the
         quarterly period ended July 31, 1995.)

10(oo).  Amendment dated October 6, 1994 to the Joint Venture
         Agreement between Nevada Landing Partnership and RBG,
         L.P. (Incorporated by reference to Exhibit 10(i) to the
         Company's Quarterly Report on Form 10-Q for the
         quarterly period ended July 31, 1995.) 

10(pp).  Amendment dated June 1, 1995 to the Joint Venture
         Agreement between Nevada Landing Partnership and RBG,
         L.P.  (Incorporated by reference to Exhibit 10(j) to
         the Company's Quarterly Report on Form 10-Q for the
         quarterly period ended July 31, 1995.)

10(qq).  Amendment dated February 28, 1996 to the Joint Venture
         Agreement between Nevada Landing Partnership and RBG,
         L.P.  (Incorporated by reference to Exhibit 10(ww) to
         the Company s Annual Report on Form 10-K for the fiscal
         year ended January 31, 1996.)

10(rr).  Reducing Revolving Loan Agreement, dated as of
         December 21, 1994, among Victoria Partners, each bank
         party thereto, The Long-Term Credit Bank of Japan,
         Ltd., Los Angeles Agency, and Societe Generale, as Co-
         agents, and Bank of America National Trust and Savings
         Association, as Administrative Agent (without Schedules
         or Exhibits) (the "Victoria Partners Loan Agreement"). 
         (Incorporated by reference to Exhibit 99.2 to Amendment
         No. 1 on Form 8-K/A to the Current Report on Form 8-K
         dated December 9, 1994 of Mirage Resorts, Incorporated. 
         Commission File No. 1-6697.)  (Incorporated by
         reference to Exhibit 10 (ww) to the Company s Annual
         Report on Form 10-K for the fiscal year ended
         January 31, 1996.)

10(ss).  Amendment No. 1 to the Victoria Partners Loan
         Agreement, dated as of January 31, 1995.  (Incorporated
         by reference to Exhibit 10(uu) to the Annual Report on
         Form 10-K for the year ended December 31, 1994 of
         Mirage Resorts, Incorporated.  Commission File No. 1-
         6697.)

10(tt).  Amendment No. 2 to the Victoria Partners Loan
         Agreement, dated as of June 30, 1995.  (Incorporated by
         reference to Exhibit 10.1 to the Quarterly Report on
         Form 10-Q for the quarterly period ended June 30, 1995
         of Mirage Resorts, Incorporated.  Commission File No.
         1-6697.)

10(uu).  Amendment No. 3 to the Victoria Partners Loan
         Agreement, dated as of July 28, 1995.  (Incorporated by
         reference to Exhibit 10.3 to the Quarterly Report on
         Form 10-Q for the quarterly period ended June 30, 1995
         of Mirage Resorts, Incorporated.  Commission File No.
         1-6697.)

10(vv).  Amendment No. 4 to the Victoria Partners Loan
         Agreement, dated as of October 16, 1995.  (Incorporated
         by reference to Exhibit 10(a) to the Company's
         Quarterly Report on Form 10-Q for the quarterly period
         ended October 31, 1995.)

10(ww).  Amendment No. 5 to the Victoria Partners Loan Agreement
         dated as of August 1, 1996.  (Incorporated by reference
         to Exhibit 10(a) to the Company s Quarterly Report on
         Form 10-Q for the quarterly period ended July 31,
         1996.)

10(xx).  Amendment No.6 to the Victoria Partners Loan Agreement,
         dated as of April 12, 1997.  (Incorporated by reference
         to Exhibit 10(ccc) to the Company s Annual Report on
         Form 10-K for the fiscal year ended January 31, 1997.)

10(yy).  Joint Venture Agreement, dated as of December 9, 1994,
         between MRGS Corp. and Gold Strike L.V. (without
         Exhibit) (the "Victoria Partners Venture Agreement"). 
         (Incorporated by reference to Exhibit 99.1 to the
         Current Report on Form 8-K dated December 9, 1994 of
         Mirage Resorts, Incorporated.  Commission File No.   
         1-6697.)

10(zz).  Amendment No. 1 to the Victoria Partners Venture
         Agreement dated as of April 17, 1995.  (Incorporated by
         reference to Exhibit 10(c) to the Quarterly Report on
         Form 10-Q for the quarterly period ended March 31, 1995
         of Mirage Resorts, Incorporated.  Commission File No.
         1-6697.)

10(aaa). Amendment No. 2 to the Victoria Partners Venture
         Agreement dated as of September 25, 1995. 
         (Incorporated by reference to Exhibit 10.4 to the
         Quarterly Report on Form 10-Q for the quarterly period
         ended September 30, 1995 of Mirage Resorts,
         Incorporated.  Commission File No. 1-6697.)

10(bbb). Amendment No. 3 to the Victoria Partners Venture
         Agreement dated as of February 28, 1996.  (Incorporated
         by reference to Exhibit 10(fff) to the Company s Annual
         Report on Form 10-K for the fiscal year ended
         January 31, 1996.)

10(ccc). Amendment No. 4 to the Victoria Partners Venture
         Agreement dated as of May 29, 1996.  (Incorporated by
         reference to Exhibit 10(b) to the Company s Quarterly
         Report on Form 10-Q for the quarterly period ended
         April 30, 1996.)

10(ddd). Consulting Agreement, dated June 1, 1995, between
         Circus Circus Casinos, Inc. (a subsidiary of the
         Company) and Lakeview Company.  (Incorporated by
         reference to Exhibit 10(ggg) to the Company s Annual
         Report on Form 10-K for the fiscal year ended
         January 31, 1996.)

10(eee). Agreement, dated May 30, 1996, with Mirage Resorts,
         Incorporated regarding the development of certain
         property in Atlantic City, New Jersey. (Incorporated by
         reference to Exhibit 10(a) to the Company s Quarterly
         Report on Form 10-Q for the quarterly period ended
         April 30, 1996.)

10(fff). Stock Transfer Agreement, dated January 23, 1997, by
         and between the Company, Windsor Casino Limited,
         Windsor Casino Supplies Limited and Windsor Casino
         Financial Limited and Caesars World, Inc., Conrad
         International Investment Corporation and Hilton Hotels
         Corporation.  (Incorporated by reference to Exhibit
         10(kkk) to the Company s Annual Report on Form 10-K for
         the fiscal year ended January 31, 1997.)

10(ggg).*     Description of Consulting Plan adopted June 21, 1996. 
              (Incorporated by reference to Exhibit 10(lll) to the
              Company s Annual Report on Form 10-K for the fiscal
              year ended January 31, 1997.)

10(hhh). Letter agreement between the Company and Atwater Casino
         Group, L.L.C., and related Executive Summary. 
         (Incorporated by reference to Exhibit 10(a) to the
         Company s Amendment on Form 10-Q/A dated August 1,
         1997.)

10(iii). Operating Agreement, dated October 7, 1997, by and
         between Circus Circus Michigan, Inc. and Atwater Casino
         Group, L.L.C.  (Incorporated by reference to Exhibit
         10(a) to the Company s Quarterly Report for the
         quarterly period ended October 31, 1997.)  

10(jjj). Development Agreement, dated as of March 12, 1998, by
         and among Detroit Entertainment, L.L.C., the City of
         Detroit and the Economic Development Corporation of the
         City of Detroit for the City of Detroit Casino
         Development Project (without exhibits) and the related
         Second Letter of Corrections to the Development
         Agreement dated April 8, 1998.

10(kkk). Hotel Pre-opening Services Agreement, dated as of
         January 1, 1997, by and among the Company and Four
         Seasons Hotels Limited.

10(lll). Hotel Management Agreement, dated as of March 10, 1998,
         by and among the Company, Mandalay Corp. and Four
         Seasons Hotel Limited.

10(mmm). Hotel License Agreement, dated as of March 10, 1998, by
         and among Mandalay Corp. and Four Seasons Hotel
         Limited.

13.      Portions of the Annual Report to Stockholders for the
         Year Ended January 31, 1998 specifically incorporated
         by reference as part of this Report.

21.      Subsidiaries of the Company.

23.      Consent of Arthur Andersen LLP.

27(a).   Financial Data Schedule for the year ended January 31,
         1998 as required under EDGAR.

27(b).   Restated Financial Data Schedule for the three-month
         period ended April 30, 1997.

27(c).   Restated Financial Data Schedule for the year ended
         January 31, 1997.

27(d).   Restated Financial Data Schedule for the nine-month
         period ended October 31, 1996.

27(e).   Restated Financial Data Schedule for the six-month
         period ended July 31, 1996.

27(f).   Restated Financial Data Schedule for the three-month
         period ended April 30, 1996.

27(g).   Restated Financial Data Schedule for the year ended
         January 31, 1996.
_____________
*   This exhibit is a management contract or compensatory plan
    or arrangement required to be filed as an exhibit to this
    Report.

    Certain instruments with respect to long-term debt have not
been filed hereunder or incorporated by reference herein where
the total amount of such debt thereunder does not exceed 10% of
the consolidated total assets of the Company.  Copies of such
instruments will be furnished to the Securities and Exchange
Commission upon request.

    (b)  During the fourth quarter of the fiscal year ended
January 31, 1998, the Company filed no Current Report on
Form 8-K.

    (c)  The exhibits required by Item 601 of Regulation S-K
filed as part of this Report or incorporated herein by reference
are listed in Item 14(a)(3) above, and the exhibits filed
herewith are listed on the Index to Exhibits which accompanies
this Report.

    (d)  See Item 14(a)(2) of this Report.


                                 SIGNATURES 

    Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized. 

                                 CIRCUS CIRCUS ENTERPRISES, INC. 
 
Dated:  April 23, 1998           By: MICHAEL S. ENSIGN            
                                     Michael S. Ensign,
                                     Chairman of the Board           

  Pursuant to the requirements of the Securities Exchange 
Act of 1934, this report has been signed below by the following 
persons on behalf of the registrant and in the capacities and on 
the dates indicated. 

      Signature                   Title                Date 


MICHAEL S. ENSIGN        Chairman of the Board,   April 23, 1998
Michael S. Ensign     Chief Executive 
                         Officer and Chief 
                         Operating Officer
                         (Principal Executive
                         Officer)


WILLIAM A. RICHARDSON    Executive Vice President      April 23, 1998
William A. Richardson      and Director


GLENN SCHAEFFER          President, Chief            April 23, 1998 
Glenn Schaeffer          Financial Officer,
                         Treasurer and Director
                         (Principal Financial
                         Officer)

LES MARTIN               Vice President and          April 23, 1998 
Les Martin               Chief Accounting Officer
                         (Principal Accounting Officer)


RICHARD P. BANIS         Director                    April 23, 1998
Richard P. Banis


ARTHUR H. BILGER         Director                    April 23, 1998 
Arthur H. Bilger 


RICHARD A. ETTER         Director                    April 23, 1998 
Richard A. Etter      


MICHAEL D. MCKEE         Director                    April 23, 1998 
Michael D. McKee     


                                                      Exhibit 23


                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

    As independent public accountants, we hereby consent to the
incorporation of our report dated February 27, 1998 included (or
incorporated by reference) in Circus Circus Enterprises, Inc.'s
Annual Report on Form 10-K for the year ended January 31, 1998,
into the Company's previously filed Form S-8 Registration
Statements File Nos. 2-91950, 2-93578, 33-18278, 33-29014,    
33-39215, 33-56420, 33-53303 and 333-51073 and to the Company's
previously filed Form S-3 Registration Statements File Nos.   
33-65359 and 333-16327.


                                  ARTHUR ANDERSEN LLP


Las Vegas, Nevada
April 29, 1998




                            INDEX TO EXHIBITS 
                                 FORM 10-K
                             Fiscal Year Ended
                             January 31, 1998
Exhibit
Number

4(h).    Interest Rate Cap Agreement, dated January 13, 1998,
         between the Company and Morgan Guaranty Trust Company
         of New York.

10(ee).  Amendment and Restatement of Employment Agreement dated
         November 1, 1997, by and between the Company and Clyde
         Turner. 

10(ff).* Agreement and Release dated January 17, 1998, by and
         between the Company and Clyde Turner.

10(gg).  Amendment and Restatement of Employment Agreement dated
         November 1, 1997, by and between the Company and
         Michael S. Ensign. 

10(hh).  Amendment and Restatement of Employment Agreement dated
         November 1, 1997, by and between the Company and Glenn
         W. Schaeffer. 

10(ii).  Amendment and Restatement of Employment Agreement dated
         November 1, 1997, by and between the Company and
         William A. Richardson. 

10(jj).  Amendment and Restatement of Employment Agreement dated
         July 14, 1997, by and between the Company and Kurt D.
         Sullivan. 

10(kk).  Amendment and Restatement of Employment Agreement dated
         November 1, 1997, by and between the Company and
         Antonio C. Alamo. 

10(ll).  Amendment and Restatement of Employment Agreement dated
         November 1, 1997, by and between the Company and Gregg
         H. Solomon. 

10(jjj). Development Agreement, dated as of March 12, 1998, by
         and among Detroit Entertainment, L.L.C., the City of
         Detroit and the Economic Development Corporation of the
         City of Detroit for the City of Detroit Casino
         Development Project (without exhibits) and the related
         Second Letter of Corrections to the Development
         Agreement dated April 8, 1998.

10(kkk). Hotel Pre-opening Services Agreement, dated as of
         January 1, 1997, by and among the Company and Four
         Seasons Hotels Limited.

10(lll). Hotel Management Agreement, dated as of March 10, 1998,
         by and among the Company, Mandalay Corp. and Four
         Seasons Hotel Limited.

10(mmm). Hotel License Agreement, dated as of March 10, 1998, by
         and among Mandalay Corp. and Four Seasons Hotel
         Limited.

13.      Portions of the Annual Report to Stockholders for the
         Year Ended January 31, 1998 specifically incorporated
         by reference as part of this Report.

21.      Subsidiaries of the Company.

23.      Consent of Arthur Andersen LLP. 

27(a).   Financial Data Schedule for the year ended January 31,
         1998 as required under EDGAR.

27(b).   Restated Financial Data Schedule for the three-month
         period ended April 30, 1997.

27(c).   Restated Financial Data Schedule for the year ended
         January 31, 1997.

27(d).   Restated Financial Data Schedule for the nine-month
         period ended October 31, 1996.

27(e).   Restated Financial Data Schedule for the six-month
         period ended July 31, 1996.

27(f).   Restated Financial Data Schedule for the three-month
         period ended April 30, 1996.

27(g).   Restated Financial Data Schedule for the year ended
         January 31, 1996.