Exhibit 10(d)

                      CIRCUS CIRCUS ENTERPRISES, INC.

                          1989 STOCK OPTION PLAN

                 (As Amended and Restated April 25, 1997)


1.   PURPOSES OF THE PLAN

          The purposes of this 1989 Stock Option Plan (the
 Plan ) are to enable Circus Circus Enterprises, Inc. (the
 Company ) and its Subsidiaries to attract and retain the
services of key employees and persons with managerial, profes-
sional or supervisory responsibilities, including, but not
limited to, members of the Board of Directors, officers of, and
consultants to, the Company, responsible for the past and con-
tinued success of the Company, and to provide them with increased
motivation and incentive to exert their best efforts on behalf of
the Company by enlarging their personal stake in its success.

2.   GENERAL PROVISIONS

     2.1  Definitions

          As used in the Plan:

          (a)   Board of Directors  means the Board of Directors
               of the Company.

          (b)   Code  means the Internal Revenue Code of 1986,
               including any and all amendments thereto.

          (c)  "Committee  means the committee appointed by the
               Board of Directors from time to time to administer
               the Plan pursuant to Section 2.2 hereof.

          (d)   Common Stock  means the Common Stock, par value
               $.01-2/3 per share, of the Company. 

          (e)   Fair Market Value  means, with respect to the
               date a given Stock Option is granted or exercised,
               the closing price on the applicable date (or if
               there is no closing price, then the closing bid
               price) of the Common Stock as reported on the
               New York Stock Exchange Composite Tape, or if not
               reported thereon, then such price as reported in
               the trading reports of the principal securities
               exchange on which the Common Stock is listed, or
               if such stock is not listed on a securities
               exchange in the United States, the mean between
               the dealer closing  bid  and  ask  prices on the
               over-the-counter market, as reported by the
               National Association of Securities Dealers
               Automated Quotations Systems (NASDAQ), or NASDAQ s
               successor, or if not reported on NASDAQ, on the
               basis of such other method as the Committee shall,
               in good faith, determine to be reasonable.

          (f)   Incentive Stock Option  means an option granted
               under the Plan, which is intended to qualify as an
               incentive stock option under Section 422A of the
               Code.

          (g)   Non-Qualified Stock Option  means an option
               granted under the Plan which is not an Incentive
               Stock Option.

          (h)   Participant  means a person to whom a Stock
               Option has been granted under the Plan.

          (i)   Stock Option  means an Incentive Stock Option or
               Non-Qualified Option granted under the Plan.

          (j)   Rule 16b-3  means such rule adopted under the
               Securities Exchange Act of 1934, as amended, or
               any successor rule.

          (k)   Subsidiary  means any corporation (other than the
               Company) in an unbroken chain of corporations
               beginning with the Company if, at the time of the
               granting of the option, each of the corporations
               other than the last corporation in the unbroken
               chain owns 50% or more of the total voting power
               of all classes of stock in one of the other
               corporations in such chain.

     2.2  Administration of the Plan

          (a)  The Plan shall be administered by the Committee
               which shall at all times consist of two (2) or
               more persons, each of whom shall be a member of
               the Board of Directors.  To the extent possible,
               and to the extent the Board of Directors deems it
               necessary or appropriate, each member of the
               Committee shall be a  Non-Employee Director  (as
               such term is defined in Rule 16b-3) and an
                Outside Director  (as such term is defined in
               Treasury Regulations Section 1.162-27 promulgated
               under the Code).  The Board of Directors may from
               time to time remove members from, or add members
               to, the Committee. Vacancies on the Committee,
               howsoever caused, shall be filled by the Board of
               Directors. The Committee shall select one of its
               members as Chairman, and shall hold meetings at
               such times and places as it may determine.

          (b)  The Committee shall have the full power, subject
               to and within the limits of the Plan, to: (i)
               interpret and administer the Plan, and Stock
               Options granted under it; (ii) make and interpret
               rules and regulations for the administration of
               the Plan and to make changes in and revoke such
               rules and regulations (and, in the exercise of
               this power, shall generally determine all
               questions of policy and expediency that may arise
               and may correct any defect, omission, or
               inconsistency in the Plan or any agreement
               evidencing the grant of any Stock Option in a
               manner and to the extent it shall deem necessary
               to make the Plan fully effective); (iii) determine
               those persons to whom Stock Options shall be
               granted and the number of Stock Options to be
               granted to any person; (iv) determine the terms of
               Stock Options granted under the Plan, consistent
               with the provisions of the Plan; and (v)
               generally, exercise such powers and perform such
               acts in connection with the Plan as are deemed
               necessary or expedient to promote the best
               interests of the Company. The interpretation and
               construction by the Committee of any provisions of
               the Plan or of any Stock Option shall be final and
               conclusive. 

          (c)  The Committee may act only by a majority of its
               members then in office; however, the Committee may
               authorize any one or more of its members or any
               officer of the Company to execute and deliver
               documents on behalf of the Committee. 

          (d)  No member of the Committee shall be liable for any
               action taken or omitted to be taken or for any
               determination made by him or her in good faith
               relating to the Plan, and the Company shall
               indemnify and hold harmless each member of the
               Committee against any cost or expense (including
               counsel fees) or liability (including any sum paid
               in settlement of a claim with the approval of the
               Committee) arising out of any act or omission in
               connection with the administration or
               interpretation of the Plan, unless arising out of
               such person s own fraud or bad faith.

     2.3  Effective Date

          The Plan shall become effective upon its adoption by
          the Board of Directors, and Stock Options may be issued
          upon such adoption and from time to time thereafter,
          subject, however, to approval of the Plan by the
          affirmative vote of the holders of a majority of the
          shares of the Common Stock present in person or by
          proxy and entitled to vote at an annual meeting of the
          shareholders of the Company or at a special meeting of
          shareholders of the Company expressly called for such
          purpose, or any adjournments thereof, within 12 months
          after the adoption of the Plan by the Board of
          Directors. If the Plan is not approved at such annual
          or special meeting or at any adjournments thereof, this
          Plan and all Stock Options previously granted there-
          under become null and void.

     2.4  Duration

          If approved by the shareholders of the Company, as
          provided in Section 2.3, unless sooner terminated by
          the Board of Directors, the Plan shall remain in effect
          for a period of ten (10) years following its adoption
          by the Board of Directors.

     2.5  Shares Subject to the Plan

          The maximum number of shares of Common Stock which may
          be subject to Stock Options granted under the Plan
          shall be 1,500,000. The Stock Options shall be subject
          to adjustment in accordance with Section 4.1, and
          shares to be issued upon exercise of the Stock Options
          may be either authorized and unissued shares of Common
          Stock or authorized and issued shares of Common Stock
          purchased or acquired by the Company for any purpose.
          If a Stock Option or portion thereof shall expire or is
          terminated, canceled or surrendered for any reason
          without being exercised in full, the unpurchased shares
          of Common Stock which were subject to such Stock Option
          or portion thereof shall be available for future grants
          of Stock Options under the Plan.

     2.6  Amendments

          The Plan may be suspended, terminated or reinstated, in
          whole or in part, at any time by the Board of
          Directors. The Board of Directors may from time to time
          make such amendments to the Plan as it may deem
          advisable, including, with respect to Incentive Stock
          Options, amendments deemed necessary or desirable to
          comply with Section 422A of the Code and any
          regulations issued thereunder; provided, however, that,
          without the approval of the Company s shareholders, no
          amendment shall be made which: 

          (a)  materially increases the maximum number of shares
               of Common Stock which may be subject to Stock
               Options granted under the Plan (other than as
               provided in Section 4.1); or 

          (b)  materially increases the benefits accruing to
               Participants under the Plan; or 

          (c)  extends the term of the Plan; or 

          (d)  increases the period during which a Stock Option
               may be exercised beyond ten years from the date of
               grant; or

          (e)  materially modifies the requirements as to
               eligibility for participation in the Plan; or 

          (f)  will cause options issued under the Plan to fail
               to meet the requirements of Rule 16b-3.

     Except as otherwise provided herein, termination or
amendment of the Plan shall not, without the consent of the
Participant, affect such Participant s rights under any Stock
Option previously granted to such Participant.

     2.7  Participants and Grants

          Stock Options may be granted by the Committee to those
          persons who the Committee determines have the capacity
          to make a substantial contribution to the success of
          the Company; provided, however, that, Stock Options may
          not be granted to members of the Committee. The
          Committee may grant to Participants Stock Options to
          purchase such number of shares of Common Stock (subject
          to the limitations of Section 2.5) as the Committee
          may, in its sole discretion, determine. In granting
          Stock Options under the Plan, the Committee, on an
          individual basis, may vary the number of Incentive
          Stock Options or Non-Qualified Stock Options as between
          Participants and may grant Incentive Stock Options
          and/or Non-Qualified Options to a Participant in such
          amounts as the Committee may determine in its sole
          discretion.

3.   STOCK OPTIONS

     3.1  General
          All Stock Options granted under the Plan shall be
          evidenced by written agreements executed by the Company
          and the Participant to whom granted which agreement
          shall state the number of shares of Common Stock which
          may be purchased upon the exercise thereof and shall
          contain such investment representations and other terms
          and conditions as the Committee may from time to time
          determine, or, in the case of Incentive Stock Options,
          as may be required by Section 422A of the Code, or any
          other applicable law.

     3.2  Price

          Subject to the provisions of Section 3.6(d) and Section
          4.1, the purchase price per share of Common Stock
          subject to a Stock Option shall, in no case, be less
          than one-hundred percent (100%) of the Fair Market
          Value of a share of Common Stock on the date the Stock
          Option is granted.

     3.3  Period

          The duration or term of each Stock Option granted the
          Plan shall be for such period as the Committee shall
          determine but in no event more than ten (10) years from
          the date of grant thereof.

     3.4  Exercise

          Subject to Section 4.4, Stock Options may be
          exercisable immediately upon granting of the Stock
          Option or at such other time or times as the Committee
          shall specify when granting the Stock Option. Once
          exercisable, a Stock Option shall be exercisable, in
          whole or in part, by delivery of a written notice of
          exercise to the Secretary of the Company at the prin-
          cipal office of the Company specifying the number of
          shares of Common Stock as to which the Stock Option is
          then being exercised together with payment of the full
          purchase price for the shares being purchased upon such
          exercise. Until the shares of Common Stock as to which
          a Stock Option is exercised are issued, the Participant
          shall have none of the rights of a shareholder of the
          Company with respect to such shares.

     3.5  Payment

          The purchase price for shares of Common Stock as to
          which a Stock Option has been exercised and any amount
          required to be withheld, as contemplated by Section
          4.3, may be paid: 

          (a)  In United States dollars in cash, or by check,
               bank draft or money order payable in United States
               dollars to the order of the Company; or 

          (b)  In the discretion of the Committee, by the
               delivery by the Participant to the Company of
               shares of Common Stock having an aggregate Fair
               Market Value on the date of payment equal to the
               aggregate of the purchase price of Common Stock as
               to which the Stock Option is then being exercised
               or by the withholding of shares of Common Stock
               having such Fair Market Value upon the exercise of
               such Stock Option; or

          (c)  In the discretion of the Committee, by a
               combination of both (a) and (b) above.

     The Committee may, in its discretion, impose limitations,
conditions and prohibitions on the use by a Participant of shares
of Common Stock to pay the purchase price payable by such
Participant upon the exercise of a Stock Option.

     3.6  Special Rules for Incentive Stock Options

          Notwithstanding any other provision of the Plan, the
          following provisions shall apply to Incentive Stock
          Options granted under the Plan: 

          (a)  Incentive Stock Options shall only be granted to
               Participants who are employees of the Company or
               its Subsidiaries. 

          (b)  To the extent that the aggregate Fair Market Value
               of Common Stock with respect to which Incentive
               Stock Options are exercisable for the first time
               by a Participant during any calendar year under
               this Plan and any other Plan of the Company or a
               Subsidiary exceeds $100,000, such Stock Options
               shall be treated as Non-Qualified Stock Options.

          (c)  Any Participant who disposes of shares of Common
               Stock acquired upon the exercise of an Incentive
               Stock Option by sale or exchange either within two
               (2) years after the date of the grant of the
               Incentive Stock Option under which the shares were
               acquired or within one (1) year of the acquisition
               of such shares, shall promptly notify the
               Secretary of the Company at the principal office
               of the Company of such disposition, the amount
               realized, the purchase price per share paid upon
               exercise and the date of disposition.

          (d)  No Incentive Stock Option shall be granted to a
               Participant who, at the time of the grant, owns
               stock representing more than ten percent (10%) of
               the total combined voting power of all classes of
               stock either of the Company or any parent or Sub-
               sidiary of the Company, unless the purchase price
               of the shares of Common Stock purchasable upon
               exercise of such Incentive Stock Option is at
               least one-hundred ten percent (110%) of the Fair
               Market Value (at the time the Incentive Stock
               Option is granted) of the Common Stock and the
               Incentive Stock Option is not exercisable more
               than five (5) years from the date it is granted.

     3.7  Termination of Employment

          (a)  In the event that a Participant (i) shall cease to
               be employed by the Company or a Subsidiary because
               of his discharge for dishonesty, or because he
               violated any material provision of any employment
               or other agreement between him and the Company or
               a Subsidiary, or (ii) shall voluntarily resign or
               terminate his employment with the Company or a
               Subsidiary under or followed by such circumstances
               as would constitute a breach of any material
               provision of any employment or other agreement
               between him and the Company or a Subsidiary, or
               (iii) shall have committed an act of dishonesty
               not discovered by the Company or a Subsidiary
               prior to the cessation of his employment with the
               Company or a Subsidiary, but which would have
               resulted in his discharge if discovered prior to
               such date, or (iv) shall, either before or after
               cessation of his employment with the Company or a
               Subsidiary, without the written consent of his
               employer, use (except for the benefit of his
               employer) or disclose to any other person any
               confidential information relating to the
               continuation or proposed continuation of his
               employer s business or any trade secrets of the
               Company or a Subsidiary obtained as a result of or
               in connection with such employment, or (v) shall,
               either before or after the cessation of his
               employment with the Company or a Subsidiary,
               without the written consent of his employer,
               directly or indirectly, give advice to, or serve
               as an employee, director, officer, or trustee of,
               or in any similar capacity with, or otherwise
               directly or indirectly participate in the
               management, operation, or control of, or have any
               direct or indirect financial interest in, any
               corporation, partnership, or other organization
               which directly or indirectly competes in any
               respect with the Company or its Subsidiaries, then
               forthwith from the happening of any such event,
               any Stock Option then held by such Participant
               shall terminate and become void to the extent that
               it then remains unexercised. In the event that a
               Participant shall cease to be employed by the
               Company or a Subsidiary for any reason other than
               his death or one or more of the reasons set forth
               in the immediately preceding sentence, subject to
               the condition that no Stock Option shall be
               exercisable after the expiration of ten (10) years
               from the date it is granted, or, in the case of a
               10% Stockholder, five (5) years from the date it
               is granted, such Participant shall have the right
               to exercise the Stock Option at any time within
               three (3) months after such termination of
               employment to the extent his right to exercise
               such Stock Option had accrued pursuant to this
               Plan at the date of such termination and had not
               previously been exercised; such three-month limit
               shall be increased to one year for any Participant
               who ceases to be employed by the Company or a
               Subsidiary because he is permanently and totally
               disabled (within the meaning of Section 22(e)(3)
               of the Code). Whether authorized leave of absence
               or absence for military or governmental service
               shall constitute termination of employment, for
               purposes of the Plan, shall be determined by the
               Committee, which determination shall be final and
               conclusive.

          (b)  If a Participant shall die while in the employ of
               the Company or a Subsidiary or within a period of
               three months (one year in the case of disability)
               after the termination of his employment with the
               Company and all Subsidiaries and shall not have
               fully exercised any Stock Option, the Stock Option
               may be exercised subject to the condition that no
               Stock Option shall be exercisable after the
               expiration of ten (10) years from the date it is
               granted, or, in the case of a 10% Stockholder,
               five (5) years from the date it is granted, to the
               extent that the Participant s right to exercise
               such Stock Option had accrued pursuant to this
               Plan at the time of his death and had not
               previously been exercised, at any time within one
               year after the Participant s death, by the
               personal representative of the Participant or by
               any person or persons who shall have acquired the
               Stock Option directly from the Participant by
               bequest or inheritance.

4.   MISCELLANEOUS PROVISIONS

     4.1  Adjustments Upon Changes in Capitalization

          In the event of changes to the outstanding shares of
          Common Stock of the Company through reorganization,
          merger, consolidation, recapitalization,
          reclassification, stock split-up, stock dividend, stock
          consolidation or otherwise, or in the event of a sale
          of all or substantially all of the assets of the
          Company, an appropriate and proportionate adjustment
          shall be made in the number and kind of shares as to
          which Stock Options may be granted. A corresponding
          adjustment changing the number or kind of shares and/or
          the purchase price per share of unexercised Stock
          Options or portions thereof which shall have been
          granted prior to any such change, shall likewise be
          made. Notwithstanding the foregoing, in the case of a
          reorganization, merger or consolidation, or sale of all
          or substantially all of the assets of the Company, in
          lieu of adjustments as aforesaid, the Committee may in
          its discretion accelerate the date after which a Stock
          Option may or may not be exercised or the stated
          expiration date thereof. Adjustments or changes under
          this Section shall be made by the Committee, whose
          determination as to what adjustments or changes shall
          be made, and the extent thereof, shall be final,
          binding and conclusive.

     4.2  Non-Transferability

          No Stock Option shall be transferable except by will or
          the laws of descent and distribution, nor shall any
          Stock Option be exercisable during the Participant s
          lifetime by any person other than the Participant or
          his guardian or legal representative. 

     4.3  Withholding

          The Company s obligation under this Plan shall be
          subject to applicable federal, state and local tax
          withholding requirements.  Federal, state and local
          withholding tax due at the time of a grant or upon the
          exercise of any Stock Option may, in the discretion of
          the Committee, be paid in shares of Common Stock
          already owned by the Participant or through the
          withholding of shares otherwise issuable to such
          Participant, upon such terms and conditions as the
          Committee shall determine.  If the Participant shall
          fail to pay, or make arrangements satisfactory to the
          Committee for the payment, to the Company of all such
          federal, state and local taxes required to be withheld
          by the Company, then the Company shall, to the extent
          permitted by law, have the right to deduct from any
          payment of any kind otherwise due to such Participant
          an amount equal to any federal, state or local taxes of
          any kind required to be withheld by the Company.

     4.4  Compliance with Law and Approval of Regulatory Bodies

          No Stock Option shall be exercisable and no shares will
          be delivered under the Plan except in compliance with
          all applicable Federal and state laws and regulations
          including, without limitation, compliance with all
          Federal and state securities laws and withholding tax
          requirements and with the rules of all domestic stock
          exchanges on which the Company s shares may be listed.
          Any share certificate issued to evidence shares for
          which a Stock Option is exercised may bear legends and
          statements the Committee shall deem advisable to assure
          compliance with Federal and state laws and regulations.
          No Stock Option shall be exercisable and no shares will
          be delivered under the Plan, until the Company has
          obtained consent or approval from regulatory bodies,
          Federal or state, having jurisdiction over such matters
          as the Committee may deem advisable. In the case of the
          exercise of a Stock Option by a person or estate
          acquiring the right to exercise the Stock Option as a
          result of the death of the Participant, the Committee
          may require reasonable evidence as to the ownership of
          the Stock Option and may require consents and releases
          of taxing authorities that it may deem advisable. 

     4.5  No Right to Employment

          Neither the adoption of the Plan nor its operation, nor
          any document describing or referring to the Plan, or
          any part thereof, nor the granting of any Stock Options
          hereunder, shall confer upon any Participant under the
          Plan any right to continue in the employ of the Company
          or any Subsidiary, or shall in any way affect the right
          and power of the Company or any Subsidiary to terminate
          the employment of any Participant under the Plan at any
          time with or without assigning a reason therefor, to
          the same extent as might have been done if the Plan had
          not been adopted.

     4.6  Exclusion from Pension Computations

          By acceptance of a grant of a Stock Option under the
          Plan, the recipient shall be deemed to agree that any
          income realized upon the receipt or exercise thereof or
          upon the disposition of the shares received upon
          exercise will not be taken into account as  base
          remuneration ,  wages ,  salary  or  compensation  in
          determining the amount of any contribution to or
          payment or any other benefit under any pension,
          retirement, incentive, profit-sharing or deferred
          compensation plan of the Company or any Subsidiary.

     4.7  Abandonment of Options

          A Participant may at any time abandon a Stock Option
          prior to its expiration date. The abandonment shall be
          evidenced in writing, in such form as the Committee may
          from time to time prescribe. A Participant shall have
          no further rights with respect to any Stock Options so
          abandoned.

     4.8  Interpretation of the Plan

          Headings are given to the sections of the Plan solely
          as a convenience to facilitate reference, such
          headings, numbering and paragraphing shall not in any
          case be deemed in any way material or relevant to the
          construction of the Plan or any provisions thereof. The
          use of the masculine gender shall also include within
          its meaning the feminine. The use of the singular shall
          also include within its meaning the plural and vice
          versa.

     4.9  Use of Proceeds

          Funds received by the Company upon the exercise of
          Stock Options granted under the Plan shall be used for
          the general corporate purposes of the Company.

     4.10 Construction of Plan

          The place of administration of the Plan shall be in the
          State of Nevada, and the validity, construction,
          interpretation, administration and effect of the Plan
          and of its rules and regulations, and rights relating
          to the Plan, shall be determined solely in accordance
          with the laws of the State of Nevada.