SECURITIES AND EXCHANGE COMMISSION 
                          WASHINGTON, D.C. 20549
                                FORM 10-K/A
                             (AMENDMENT NO.1)
 
(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, 1997    
                    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 incorporation
incorporation or organization)          Identification 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:

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

     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 25, 1997 (based upon the last
reported sale price on the New York Stock Exchange on such date)
was $1,936,961,369.

     The number of shares of Common Stock, $.01-2/3 par value,
outstanding at April 25, 1997: 94,862,033.

                                                               
                    DOCUMENTS INCORPORATED BY REFERENCE
     PART II - Portions of the Registrant's Annual Report to
Stockholders for the year ended January 31, 1997 are incorporated
by reference into Items 7 and 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 24, 1997, are incorporated by reference into
Items 10 through 13, inclusive.

Item 8 is amended and restated as follows solely for the purpose
of including the financial statements of Elgin Riverboat Resort -
Riverboat Casino for the year ended December 31, 1997 as required
by Rule 3-09 of Regulation S-X.  Item 14 is also amended and
restated to include the consent of independent public accountants
relating to the above-mentioned financial statements.  

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     Incorporated herein by reference are pages 38 through 54 of
the 1997 Annual Report which pages are included as part of
Exhibit 13 to this Report.

           SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

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
Earnings per share          $    .42  $    .07  $    .34  $    .16 $      .99

Year Ended January 31, 1996    
(in thousands, except per share amounts)                               

                               1st       2nd       3rd       4th
                             Quarter   Quarter   Quarter   Quarter    Total   
Revenue                     $295,033  $326,766  $354,206  $323,591  $1,299,596
Income from operations        71,046    24,365    88,399    67,563     251,373
Income before income tax      61,367    12,885    76,187    55,320     205,759
Net income                    39,400     7,281    46,584    35,633     128,898
Earnings per share          $   0.46  $   0.08  $   0.45  $   0.35  $     1.33



Balance Sheets
December 31, 1997 and 1996


          ASSETS                        1997            1996

Current assets:
 Cash and cash equivalents         $ 36,879,271      $23,469,117
 Accounts receivable                     80,370          187,041
 Inventories                            390,275          318,505
 Prepaid expenses                     1,930,296        1,910,001

     Total current assets            39,280,212       25,884,664

Property and equipment, net          89,110,218       96,284,167

Other assets                            237,120          965,498

     Total assets                  $128,627,550     $123,134,329

     LIABILITIES AND PARTNERS' EQUITY

Current liabilities:
 Accounts payable                   $    433,407         434,758
 Accrued liabilities                  33,286,291      18,707,675

     Total current liabilities        33,719,698      19,142,433

     Total liabilities                33,719,698      19,142,433

Partners' equity                      94,907,852     103,991,896

     Total liabilities and partners' 
       equity                       $128,627,550    $123,134,329












The accompanying notes are an integral part of these financial statements.
                                        

Statements of Operations
for the years ended December 31, 1997, 1996 and 1995


                                 1997          1996          1995

Revenues:
  Casino                     $241,943,689  $233,074,809   $203,839,260
  Food and beverage            18,550,330    17,148,086     14,301,126
  Admissions and other          9,808,754     9,441,806      8,706,203

                              270,302,773   259,664,701    226,846,589

Less: promotional allowances  (18,664,088)  (16,243,962)   (12,146,655)

                              251,638,685   243,420,739    214,699,934

Operating expenses:
  Casino                       99,702,338    92,886,998     78,707,606
  Food and beverage             6,612,865     7,280,565      7,970,113
  General and administrative   37,431,032    24,972,009     10,479,451
  Depreciation and
   amortization                 8,528,455     8,216,672      7,899,232
  Other operating expenses     10,713,224    10,299,447      8,494,846

                              162,987,914   143,655,691    113,551,248

Operating income               88,650,771    99,765,048    101,148,686

Other income (expense):
  Interest income                 990,908       300,206        272,850
  Interest expense                      -             -        (13,010)
  Loss on asset disposal         (225,723)     (100,014)             -

                                  765,185       200,192        259,840

Net income                   $ 89,415,956  $ 99,965,240   $101,408,526





                                        
                                        
                                        
                                        
   The accompanying notes are an integral part of these financial statements.
                                        
                                        


Statements of Partners' Equity
for each of the three years ended December 31, 1997


                                 Nevada
                                 Landing
                               Partnership    RBG, L.P.      Total


Balance, January 1, 1995       $52,509,065  $52,509,065  $105,018,130

Net income                      50,704,263   50,704,263   101,408,526

Distributions to partners      (46,500,000) (46,500,000)  (93,000,000)

Balance, December 31, 1995      56,713,328   56,713,328   113,426,656

Net income                      49,982,620   49,982,620    99,965,240

Distributions to partners      (54,700,000) (54,700,000) (109,400,000)

Balance, December 31, 1996      51,995,948   51,995,948   103,991,896

Net income                      44,707,978   44,707,978    89,415,956

Distributions to partners      (49,250,000) (49,250,000)  (98,500,000)

Balance, December 31, 1997     $47,453,926  $47,453,926  $ 94,907,852








                
                           
                           
                           
                           
                           
                           
                           
                           
                           
 The accompanying notes are an integral part of these financial statements.


Statements of Cash Flows
for each of the three years ended December 31, 1997

                                       1997          1996          1995

Cash flows from operating activities:
 Net income                         $ 89,415,956  $ 99,965,240 $101,408,526
 Adjustments to reconcile net 
   income to net cash provided 
   by operating activities:
 Depreciation and amortization         8,528,455     8,216,672    7,899,232
 Net loss from sale of asset             225,723       100,014            -
 Increase (decrease) in cash 
   attributable to changes in 
   assets and liabilities:
     Accounts receivable                 106,671       (50,225)     (43,361)
     Inventories                         (71,770)     (143,556)     (32,634)
     Prepaid expenses                    (20,295)       97,659     (477,345)
     Other assets                        728,378       546,359      624,612 
     Accounts payable                     (1,351)     (241,254)    (227,722)
     Accrued expenses                 14,578,616    14,673,505    2,020,900

       Net cash provided by 
         operating activities        113,490,383   123,164,414  111,172,208

Cash flows from investing activities:
  Capital expenditures                (1,788,594)   (2,593,361)  (2,294,242)
  Proceeds from sale of fixed assets     208,365        51,000             
  Payments of construction costs 
    payable                                    -             -   (5,143,500)

        Net cash used in investing 
          activities                  (1,580,229)   (2,542,361)  (7,437,742)

Cash flows from financing activities:
  Distributions to partners          (98,500,000) (109,400,000) (93,000,000)
  Payments on notes payable                    -      (116,119)  (7,498,575)

        Net cash used in provided by
          financing activities       (98,500,000) (109,516,119)(100,498,575)

        Net increase in cash and cash
          equivalents                 13,410,154    11,105,934    3,235,891

Cash and cash equivalents, 
  beginning of year                   23,469,117    12,363,183    9,127,292



Statements of Cash Flows
for each of the three years ended December 31, 1997 (continued)

                                         1997          1996          1995

Cash and cash equivalents, 
 end of year                        $ 36,879,271  $ 23,469,117  $12,363,183

Noncash financing and investing 
  activities:

 Vendor financing for equipment 
  purchases                                                     $   696,711

 Conversion of construction costs 
  payable to note payable, net of 
  vendor financing                                              $   480,597





























The accompanying notes are an integral part of these financial statements
                                        


Notes to Financial Statements

1.   Business

     Elgin Riverboat Resort - Riverboat Casino ("Joint Venture"),
     doing business as the Grand Victoria Casino, was formed in
     December 1992, as a partnership, under a Joint Venture
     Agreement between Nevada Landing Partnership and RBG, L.P.,
     in which each partner owns a fifty percent interest.

     The Joint Venture is licensed by the Illinois Gaming Board
     ("IGB") to own and operate a riverboat casino on the Fox
     River in Elgin, Illinois.  The original license, issued on
     October 6, 1994, was valid for a three year term.  The
     license was renewed on October 21, 1997 for a one-year
     period.

2.   Summary of Significant Accounting Policies

     Casino Revenues 

     In accordance with industry practice, the Joint Venture
     recognizes as casino revenues the net win from gaming
     activities, which is the difference between gaming wins and
     losses.

     Promotional Allowances

     The retail value of admissions, food and beverage, and other
     complimentary items furnished to customers without charge is
     included in gross revenue and then deducted as promotional
     allowances.  Additionally, the estimated costs of providing
     such promotional allowances have been included in casino
     expenses as follows:

                               1997           1996          1995

Admissions and other      $ 10,503,250   $ 10,285,198   $ 10,762,515
Food and beverage            8,276,075      6,470,703      3,596,327

                          $ 18,779,325   $ 16,755,901   $ 14,358,842

     Cash and Cash Equivalents 

     The Joint Venture considers all highly liquid investments
     purchased with a maturity of three months or less to be cash
     equivalents.  The Joint Venture maintains cash balances at a
     financial institution in excess of federally insured limits.

Notes to Financial Statements, continued

2.   Summary of Significant Accounting Policies, continued

     Inventories

     Inventories, consisting of food, beverage, and gift shop
     items are stated at the lower of cost or market value.  Cost
     is determined by the first-in, first-out method.

     Property and Equipment

     Property, improvements and equipment are stated at cost. 
     The Joint Venture computes depreciation and amortization
     using the straight-line method over the estimated useful
     lives of the assets.  The estimated useful lives are as
     follows:

          Buildings                               39 years
          Riverboat                               20 years
          Land improvements                       15 years
          Furniture, fixtures and equipment, 
            gaming and computer equipment        5-7 years 

     Reserve for Slot Club Redemption

     The Joint Venture has accrued for the total liability of all
     points earned, but not redeemed by slot club members.

     Income Taxes

     The financial statements of the Joint Venture do not reflect
     a provision for income taxes because the partners are
     required to recognize their proportionate share of the Joint
     Venture's income in their individual tax returns.

     Use of Estimates in the Preparation of Financial Statements

     The preparation of financial statements in conformity with
     generally accepted accounting principles requires management
     to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of
     contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues
     and expenses during the reporting period.  Actual results
     could differ from those estimates.


Notes to Financial Statements, continued

2.   Summary of Significant Accounting Policies, continued

     Reclassifications

     Certain 1995 amounts have been reclassified to conform to
     the 1996 and 1997 presentation.

3.   Property and Equipment:

     A summary of property and equipment at December 31, 1997 and
     1996 is as follows:

                                          1997           1996

     Buildings                        $ 29,070,069   $ 29,170,069
     Riverboat                          52,799,655     52,799,655
     Land improvements                   5,501,167      5,501,167
     Furniture, fixtures and 
       equipment, gaming and
       computer equipment               27,875,396     26,708,592
     Construction in progress               25,655         73,068

        Total property and 
            equipment                  115,271,942    114,252,551

    Less: accumulated depreciation
       and amortization                 26,161,724     17,968,384

    Property and equipment, net       $ 89,110,218   $ 96,284,167

4.   Accrued Liabilities

     A summary of accrued liabilities at December 31, 1997 and
     1996 is as follows:

                                                1997          1996

     Accrued "Grand Victoria Foundation" 
        & Kane County donation             $ 24,159,571    $ 12,048,872
     Accrued payroll, vacation and 
        related taxes                         2,254,851       1,872,365
     Reserve for slot club redemptions        1,648,114       1,603,346
     Accrued rent expense                       920,222         932,696
     Accrued property taxes                     794,015         741,842
     Reserve for progressive jackpots         1,838,535         421,373
     Unredeemed chip/token liability            589,754         339,848


Notes to Financial Statements, continued

4.   Accrued Liabilities, continued

                                                  1997          1996

     Accrued dealers tips                       382,997         338,384
     Accrued gaming and sales taxes             257,771         171,243
     Kane County Forest Preserve trust 
        agreement                               125,000         125,000
     Other                                      315,461         112,706

       Total accrued liabilities           $ 33,286,291    $ 18,707,675

5.   Fair Value of Financial Instruments

     The carrying amounts of cash and cash equivalents
     approximate fair value because of the short maturity of
     these instruments.

6.   Leases

     In accordance with the Ground Lease and Development
     Agreement, as amended, (the "Agreement") the Joint Venture
     leases land for a term of ten years commencing with the
     issuance of the IGB license, with the right to renew the
     Agreement for successive five year terms, not to exceed a
     total lease term of thirty years.  Additionally, the
     Agreement provides an option to purchase such land at fair
     market value at anytime during the lease term subject to the
     construction of certain other capital projects by the Joint
     Venture.  The Agreement requires annual lease payments of
     $107,195 until the Joint Venture's cumulative net after tax
     cash flow, as defined, equals $75,000,000, which occurred
     during the fourth quarter of 1995.  Thereafter, the
     Agreement requires annual lease payments equal to the
     greater of (i) $107,195 or (ii) three percent of the Joint
     Venture's annual net operating income, as defined.

     By agreement, the Joint Venture has applied federal and
     state income tax rates to its taxable income as if its
     partners were being taxed as individuals in the State of
     Illinois.  The applicable income tax rates applied to the
     Joint Venture's taxable income are as follows:

               Federal       39.6%
               State          3.0%



Notes to Financial Statements, continued

6.   Leases, continued

     During the construction of the riverboat casino facility,
     certain costs were incurred by the Joint Venture on behalf
     of the City of Elgin (the "City") which will be utilized to
     offset the future percentage rent payments described in (ii)
     above.  The remaining unrecovered costs as of December 31,
     1997 and 1996 were $913,098 and $1,643,576, respectively,
     and are included in prepaid expenses and other assets.

     The future minimum lease commitments under the ground lease
     as of December 31, 1997 are as follows:

          1998                $    107,195
          1999                     107,195
          2000                     107,195
          2001                     107,195
          2002 and thereafter      296,227

     Rent expense for the years ended December 31, 1997, 1996 and
     1995 were $3,890,851, $3,781,229, and  $186,599,
     respectively.

7.   Commitments

     Pursuant to an agreement with the City of Elgin, the Joint
     Venture has guaranteed that the City shall receive at least
     $500,000 annually resulting from a combination of lease
     payments and admission taxes.  For each of the three years
     ended December 31, 1997, 1996 and 1995, the Joint Venture
     has paid amounts in excess of the guarantee.  Additionally,
     the Agreement requires the Joint Venture to pay the City
     $350,000 per year, for five years to defray additional law
     enforcement costs estimated to be incurred by the City.

     Pursuant to the Fox River Trust Agreement, entered into on
     July 20, 1993, the Joint Venture has agreed to make certain
     payments to a trust fund for the benefit of the Fox River. 
     Annual contributions of $500,000 commenced on October 6,
     1995, the initial anniversary date of the issuance of the
     IGB license, and will continue for twelve successive years.

     The Joint Venture has agreed to contribute to both Kane
     County and to a foundation that has been established for the
     benefit of educational, environmental and economic  


Notes to Financial Statements, continued

7.   Commitments, continued

     development programs in the region.  The total commitment is
     equal to 20% of adjusted net operating income ("ANOI"), as
     defined, after the cumulative after tax ANOI exceeds the
     Joint Venture's total investment cost, as defined, incurred
     in connection with the development of the riverboat casino
     facility.  This commitment must be paid within 120 days of
     the end of the fiscal year for which it has been calculated. 
     The Joint Venture has applied the same federal and state
     income tax rates that were applied in the percentage rent
     calculation of the Ground Lease (see Note 6).  During 1996,
     ANOI exceeded the Joint Venture's total investment costs and
     the Joint Venture began accruing for this donation expense. 
     Donation expense for the years ended December 31, 1997 and
     1996 were $23,993,096 and $12,219,654, respectively.

8.   Related Party Transactions

     During 1996, the employment of four key employees of the
     Joint Venture was transferred to one of the partners of the
     Joint Venture.  Salary, bonus and related taxes are paid by
     the Joint Venture partner.  The Joint Venture partner is
     then reimbursed by the Joint Venture for these expenses.

9.   Profit Sharing Plan

     The Joint Venture contributes to a defined contribution plan
     which provides for contributions in accordance with the plan
     document.  The plans cover substantially all employees.  The
     Joint Venture contributes a set dollar amount to all
     eligible employees as well as a matching contribution of 25%
     of employee contributions limited to specified dollar amount
     as stated in the plan document.  Joint Venture contributions
     to the plan amounted to $293,261 and $211,051 in 1997 and
     1996, respectively.




Report of Independent Accountants

To the Partners of the Elgin Riverboat Resort -
   Riverboat Casino 

We have audited the accompanying balance sheets of the Elgin
Riverboat Resort - Riverboat Casino ("Joint Venture") as of 
December 31, 1997 and 1996, and the related statements of
operations, partners' equity and cash flows for each of the three
years in the period ended December 31, 1997.  These financial
statements are the responsibility of the Joint Venture's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of the Elgin Riverboat Resort - Riverboat Casino as of December
31, 1997 and 1996, and the results of its operations, partners'
equity and cash flows for each of the three years in the period
ended December 31, 1997 in conformity with generally accepted
accounting principles.





Coopers & Lybrand L.L.P.

Chicago, Illinois
January 21, 1998


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, 1997 and
1996...................................................      38*

Consolidated Statements of Income for the three years
ended January 31, 1997.................................      39*

Consolidated Statements of Cash Flows for the three
years ended January 31, 1997...........................      40*

Consolidated Statements of Stockholders' Equity for
the three years ended January 31, 1997.................      41*

Notes to Consolidated Financial Statements.............      42*

Report of Independent Public Accountants...............      54*

     (a)(2)    Supplemental Financial Statement Schedules:

     None.

                                         
*    Refers to page of the Annual Report to Shareholders for the
     year ended January 31, 1997,  a copy of 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.)

<PAGE>
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.)

3(ii).    Restated Bylaws of the Company dated November 30,
          1996.**

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).     $1.5 Billion Loan Agreement, dated as of January 29,
          1996, 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
          related Subsidiary Guaranty dated as of January 29,
          1996, of the Company's subsidiaries named therein. 
          (Incorporated by reference to Exhibit 4(a) to the
          Company's Current Report on Form 8-K dated January 29,
          1996.) 

4(d).     Amendment No. 1 to the $1.5 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(c) to the Company s Annual
          Report on Form 10-K for the fiscal year ended January
          31, 1996.)

4(e).     Amendment No. 2 to the $1.5 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 on Form 10-Q for the period ended October 31,
          1996.)

<PAGE>
4(f).     Amendment No. 3 to the $1.5 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(b) to the Company s Quarterly
          Report on Form 10-Q for the period ended October 31,
          1996.)

4(g).     Amendment No. 4 to the $1.5 Billion Loan Agreement, by
          and among the Company, the Banks named therein and
          Wells Fargo Bank, N.A., as administrative agent.**

4(h).     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(i).     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(j).     Indenture by and between the Company and First
          Interstate Bank of Nevada, N.A., as Trustee with
          respect to the Company's 10-5/8% Senior Subordinated
          Notes due 1997. (Incorporated by reference to Exhibit
          4(a) to the Company's Registration Statement (No. 33-
          34439) on Form S-3.)

4(k).     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(l).     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(m).     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(n).     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(o).     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(p).     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(q).     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.)

4(r).     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(s).     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, dated April 25, 1997.**

10(e).*   Stock Purchase Warrant Plan.   (Incorporated by
          reference to Exhibit 4(a) to the Company's Registration
          Statement (No. 33-29014) on Form S-8.)

10(f).*   Amended and Restated 1991 Stock Incentive Plan of the
          Company, dated April 25, 1997.**

10(g).*   Amended and Restated 1993 Stock Option Plan of the
          Company, dated April 25, 1997.**

10(h).*   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(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).*   Retirement Plan for Outside Directors (Incorporated by
          reference to Exhibit 10(ii) to the Company's Annual
          Report on Form 10-K for the fiscal year ended January
          31, 1995).  

10(p).    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(q).    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(r).    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(s).    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(t).   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(u).   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(v).   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(w).   Amended and Restated Credit Agreement, dated as of
         September 9, 1996, by and among Circus and Eldorado
         Joint Venture, the Banks named therein and Wells Fargo
         Bank, N.A., as Arranger and Administrative Agent, and
         the related Note, Amended and Restated Make-Well
         Agreement, Amended and Restated Deed of Trust and
         Subordination and Debt Put Agreement.  (Incorporated by
         reference to Exhibit 10(b)to the Company's Quarterly
         Report on Form 10-Q for the quarterly period ended
         July 31, 1996.)

10(x).   Amendment No.1 to the Amended and Restated Credit
         Agreement of Circus and Eldorado Joint Venture, dated
         April 4, 1997 and related Amendment No. 1 to the
         Amended and Restated Deed of Trust.**

10(y).   Purchase and Sale Agreement, dated January 10, 1995, by
         and between Hacienda Hotel, Inc. and William G. Bennett
         of the Hacienda Hotel and Casino, and the related
         Assignment and Consent to Assignment to the Company,
         dated March 5, 1995.  (Incorporated by reference to
         Exhibit 10(dd) to the Company's Annual Report on Form
         10-K for the fiscal year ended January 31, 1995.)

10(z).   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(aa).  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(bb).  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(cc).  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(dd).  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(ee).  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(ff).  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(gg).* 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(hh).* Employment Agreement dated June 1, 1995, by and between
         the Company and Clyde Turner.  (Incorporated by
         reference to Exhibit 10(i) to the Company's Current
         Report on Form 8-K dated June 1, 1995.)

10(ii).* Employment Agreement dated June 1, 1995, by and between
         the Company and Michael S. Ensign.  (Incorporated by
         reference to Exhibit 99.3 of the Schedule 13D of
         Michael S. Ensign, relating to the Company's Common
         Stock, filed on June 12, 1995.)

10(jj).* Employment Agreement dated June 1, 1995, by and between
         the Company and Glenn W. Schaeffer.  (Incorporated by
         reference to Exhibit 10(k) to the Company's Current
         Report on Form 8-K dated June 1, 1995.)

10(kk).* Employment Agreement dated June 1, 1995, by and between
         the Company and William A. Richardson.  (Incorporated
         by reference to Exhibit 99.3 of the Schedule 13D of
         William R. Richardson, relating to the Company's Common
         Stock, filed on June 12, 1995.)

10(ll).*      Employment Agreement dated June 1, 1995, by and between
              the Company and Mike H. Sloan.  (Incorporated by
              reference to Exhibit 10(m) to the Company's Current
              Report on Form 8-K dated June 1, 1995.)

10(mm).* Employment Agreement dated June 1, 1995, by and between
         the Company and Kurt D. Sullivan.  (Incorporated by
         reference to Exhibit 10(n) to the Company's Current
         Report on Form 8-K dated June 1, 1995.)

10(nn).* Employment Agreement dated June 1, 1995, by and between
         the Company and Antonio C. Alamo.  (Incorporated by
         reference to Exhibit 10(oo) to the Company s Annual
         Report on Form 10-K for the fiscal year ended
         January 31, 1996.)


10(oo).* Employment Agreement dated June 1, 1995, by and between
         the Company and Gregg H. Solomon.  (Incorporated by
         reference to Exhibit 10(pp) to the Company s Annual
         Report on Form 10-K for the fiscal year ended
         January 31, 1996.)

10(pp).*      Employment Agreement dated June 1, 1995, by and between
              the Company and Daniel N. Copp.  (Incorporated by
              reference to Exhibit 10(qq) to the Company s Annual
              Report on Form 10-K for the fiscal year ended
              January 31, 1996.)

10(qq).* Agreement dated April 15, 1996, by and between the
         Company and Daniel N. Copp.  (Incorporated by reference
         to Exhibit 10(rr) to the Company s Annual Report on
         Form 10-K for the fiscal year ended January 31, 1996.)

10(rr).  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(ss).  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(tt).  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(uu).  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(vv).  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.)

<PAGE>
10(ww).  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(xx).  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(yy).  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(zz).  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(aaa). 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(bbb). 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(ccc). Amendment No.6 to the Victoria Partners Loan Agreement,
         dated as of April 12, 1997.**


10(ddd). 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(eee). 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(fff). 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(ggg). 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(hhh). 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(iii). 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(jjj). 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(kkk). 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.**

10(lll).*     Description of Consulting Plan adopted June 21, 1996.**

13.      Portions of the Annual Report to Stockholders for the
         Year Ended January 31, 1997 specifically incorporated
         by reference as part of this Report.**

21.      Subsidiaries of the Company.**

23.      Consent of Arthur Andersen LLP.**  (See page 57.)***

23(b).   Consent of Coopers & Lybrand L.L.P.

27.      Financial Data Schedule for the year ended January 31,
         1997 as required under EDGAR.**
_____________
*   This exhibit is a management contract or compensatory plan
    or arrangement required to be filed as an exhibit to this
    Report.

**  This exhibit was included in the original filing of this
    Report.

*** This page reference is to such page of this Report, as
    originally filed.

    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, 1997, 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:  March  11, 1998           By:Glenn Schaeffer             
                                    Glenn Schaeffer, President
                                    and Chief Financial Officer


                            INDEX TO EXHIBITS 
                                FORM 10-K/A
                             (AMENDMENT NO. 1)
                             Fiscal Year Ended
                             January 31, 1997
Exhibit
Number

23(b).   Consent of Coopers & Lybrand L.L.P.


                                                  EXHIBIT 23(b)




                    CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation of our report dated January 21,
1998 relating to the financial statements of the Elgin Riverboat
Resort-Riverboat Casino (a Joint Venture) as of December 31, 1997
and 1996, and for each of the three years in the period ended
December 31, 1997 included (or incorporated by reference) into
the filing on Form 10-K/A on or about March 10, 1998, of Circus
Circus Enterprises, Inc. (the "Company") for the year ended
January 31, 1997, 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 and 33-53303 and into the Company's
previously filed Form S-3 Registration Statements File Nos.   
33-65359 and 333-16327.

We also consent to the reference to our firm under the caption
"Experts".





Coopers & Lybrand L.L.P.

Chicago, Illinois
March 9, 1998