UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  
  FORM 10-K/A (AMENDMENT NO. 1)  (Mark One)
  ý
  ANNUAL REPORT PURSUANT TO SECTION
  13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended   
January 31, 2001  OR  o
  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  MANDALAY RESORT GROUP (Exact
name of Registrant as specified in its charter)  Nevada
  
  880121916State
  or other jurisdiction of incorporation or organization
  
  (I.R.S.
  Employer Identification No.)3950 Las Vegas Boulevard South, Las Vegas, Nevada
  
  89119(Address
  of principal executive offices)
  
  (Zip
  Code)(702)6326700Registrants
  telephone number, including area code:
  Securities registered pursuant to Section
12(b) of the Act:  Title of Each Class
  
  Name of Each Exchange on which RegisteredCommon
  Stock, $.01-2/3 Par Value
  
  New
  York Stock Exchange and Pacific ExchangeCommon
  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.  YesýNoo 
   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.ý  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, 2001 (based upon
the last reported sale price on the New York Stock Exchange on such date) was
$1,454,799,899.  The number of shares of
Registrants Common Stock, $.01-2/3 par value, outstanding at April 20, 2001:
75,526,236.  DOCUMENTS
  INCORPORATED BY REFERENCE
  PART III  Portions of
the Registrants definitive proxy statement in connection with the annual
meeting of stockholders to be held on June 15, 2001, are incorporated by
reference into Items 10 through 13, inclusive.  2 
   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, 2001 as required by
Rule 3-09 of Regulation S-X.  Through
its wholly owned subsidiary, Nevada Landing Partnership, the Company owns a 50%
interest in Elgin Riverboat Resort - Riverboat Casino.  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.  MANDALAY RESORT GROUP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS  January 312001
  
  2000(In
  Thousands, Except Share Data)ASSETSCurrent assetsCash and cash equivalents
  
  $
  105,941
  
  $
  116,617Accounts receivable
  
  78,359
  
  53,071Income tax receivable
  
  
  
  9,096Inventories
  
  31,180
  
  28,499Prepaid expenses
  
  40,986
  
  47,807Deferred income tax
  
  30,164
  
  26,449Total current assets
  
  286,630
  
  281,539Property, equipment and leasehold interests,at cost, net
  
  3,236,824
  
  3,335,071Other assetsExcess of purchase price over fair market value of net assets
  acquired, net
  
  384,261
  
  396,433Notes receivable
  
  1,750
  
  1,605Investments in unconsolidated affiliates
  
  242,504
  
  264,995Deferred charges and other assets
  
  96,297
  
  49,833Total other assets
  
  724,812
  
  712,866Total assets
  
  $
  4,248,266
  
  $
  4,329,476LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent portion of longterm debt
  
  $
  42,262
  
  $
  13,022Accounts and contracts payableTrade
  
  37,275
  
  40,395Construction
  
  3,920
  
  33,415Accrued liabilitiesSalaries, wages and vacations
  
  51,866
  
  46,897Progressive jackpots
  
  11,334
  
  11,417Advance room deposits
  
  14,069
  
  11,005Interest
  
  53,122
  
  19,395Other
  
  82,827
  
  69,073Total current liabilities
  
  296,675
  
  244,619Longterm debt, net of current portion
  
  2,623,597
  
  2,691,292Other liabilitiesDeferred income tax
  
  235,763
  
  210,689Other longterm liabilities
  
  41,966
  
  20,192Total other liabilities
  
  277,729
  
  230,881Total liabilities
  
  3,198,001
  
  3,166,792Commitments and contingent liabilitiesMinority interest
  
  (18,675
  )
  (25,096
  )Stockholders equityCommon stock $.01-2/3 par value Authorized  450,000,000 shares
  Issued  113,634,013 shares
  
  1,894
  
  1,894Preferred stock $.01 par value Authorized  75,000,000 shares
  
  
  
  Additional paidin capital
  
  569,802
  
  565,925Retained earnings
  
  1,321,332
  
  1,201,632Accumulated other comprehensive loss
  
  (6,804
  )
  Treasury stock (37,357,777 and 23,764,216 shares), at cost
  
  (817,284
  )
  (581,671
  )Total stockholders equity
  
  1,068,940
  
  1,187,780Total liabilities and stockholders equity
  
  $
  4,248,266
  
  $
  4,329,476  The
accompanying notes are an integral part of these consolidated financial
statements. 3 
   MANDALAY RESORT GROUP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF
INCOME  Year Ended
  January 312001
  
  2000
  
  1999(in thousands, except share data)RevenuesCasino
  
  $
  1,250,035
  
  $
  951,492
  
  $
  709,909Rooms
  
  611,352
  
  534,132
  
  355,635Food and beverage
  
  418,081
  
  346,647
  
  246,622Other
  
  299,753
  
  251,509
  
  170,701Earnings of unconsolidated affiliates
  
  114,645
  
  98,627
  
  83,9672,693,866
  
  2,182,407
  
  1,566,834Lesscomplimentary allowances
  
  (169,642
  )
  (131,509
  )
  (87,054
  )2,524,224
  
  2,050,898
  
  1,479,780Costs and expensesCasino
  
  688,868
  
  510,794
  
  367,449Rooms
  
  203,352
  
  189,419
  
  128,622Food and beverage
  
  299,726
  
  276,261
  
  207,663Other
  
  210,051
  
  179,907
  
  113,864General and administrative
  
  409,603
  
  339,455
  
  253,138Corporate general and administrative
  
  31,990
  
  31,539
  
  32,464Depreciation and amortization
  
  207,147
  
  169,226
  
  133,801Operating lease rent
  
  40,121
  
  25,994
  
  Preopening expenses
  
  1,832
  
  49,134
  
  Abandonment loss
  
  
  
  5,433
  
  2,092,690
  
  1,777,162
  
  1,237,001Income from operations
  
  431,534
  
  273,736
  
  242,779Other income (expense)Interest, dividends and other income
  
  10,889
  
  3,652
  
  2,730Interest income and guarantee fees from unconsolidated affiliate
  
  2,498
  
  2,775
  
  3,122Interest expense
  
  (222,490
  )
  (165,670
  )
  (95,541
  )Interest expense from unconsolidated affiliates
  
  (11,293
  )
  (11,085
  )
  (12,275
  )(220,396
  )
  (170,328
  )
  (101,964
  )Minority interest
  
  (16,746
  )
  (292
  )
  Income before provision for income taxes
  
  194,392
  
  103,116
  
  140,815Provision for income taxes
  
  74,692
  
  38,959
  
  55,617Income before cumulative effect of change in accounting principle
  
  119,700
  
  64,157
  
  85,198Cumulative effect of change in accounting for preopening expenses,
  net of tax benefit of $11,843
  
  
  
  (21,994
  )
  Net income
  
  $
  119,700
  
  $
  42,163
  
  $
  85,198Basic earnings per share:Income before cumulative effect of change in accounting principle
  
  $
  1.53
  
  $
  .71
  
  $
  .90Cumulative effect of change in accounting principle
  
  
  
  (.24
  )
  Net income
  
  $
  1.53
  
  $
  .47
  
  $
  .90Diluted earnings per share:Income before cumulative effect of change in accounting principle
  
  $
  1.50
  
  $
  .70
  
  $
  .90Cumulative effect of change in accounting principle
  
  
  
  (.24
  )
  Net income
  
  $
  1.50
  
  $
  .46
  
  $
  .90  The
accompanying notes are an integral part of these consolidated financial
statements.  4 
   MANDALAY RESORT GROUP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF
CASH FLOWS  Year Ended
  January 31, 
  Increase (Decrease) In Cash and Cash Equivalents2001
  
  2000
  
  1999(in thousands)Cash flows from operating activitiesNet income
  
  $
  119,700
  
  $
  42,163
  
  $
  85,198Adjustments to reconcile net income to net cash provided by operating
  activitiesDepreciation and amortization
  
  217,984
  
  178,301
  
  142,141Increase (decrease) in deferred income tax
  
  25,023
  
  (8,104
  )
  24,281Increase in allowance for doubtful accounts
  
  (19,514
  )
  (7,765
  )
  (2,491
  )Increase (decrease) in interest payable
  
  33,727
  
  (8,372
  )
  9,939Increase in accrued pension cost
  
  4,363
  
  2,888
  
  (Gain) loss on sale of fixed assets
  
  290
  
  2,903
  
  (1,641
  )(Increase) decrease in other current assets
  
  7,462
  
  (46,032
  )
  6,995Increase in other current liabilities
  
  18,584
  
  42,930
  
  19,906(Increase) decrease in other noncurrent assets
  
  (551
  )
  32,556
  
  (28,707
  )Decrease in other noncurrent liabilities
  
  
  
  (49
  )
  (65
  )Unconsolidated affiliates distributions in excess of earnings
  (earnings in excess of distributions)
  
  22,077
  
  (6,419
  )
  (10,863
  )Minority interest in earnings, net of distributions
  
  6,421
  
  
  
  Total adjustments
  
  315,866
  
  182,837
  
  159,495Net cash provided by operating activities
  
  435,566
  
  225,000
  
  244,693Cash flows from investing activities
  
  (110,220
  )
  (352,133
  )
  (671,547
  )Capital expendituresIncrease (decrease) in construction payable
  
  (29,495
  )
  (63,474
  )
  34,360Increase in investments
  
  (16,755
  )
  (10,267
  )
  (Increase) decrease in investments in unconsolidated affiliates
  
  
  
  10,728
  
  (5,865
  )Net cash paid for additional ownership interest in joint venture
  
  
  
  (25,225
  )
  Increase in notes receivable
  
  (145
  )
  (24,952
  )
  (9,820
  )Proceeds from sale of equipment and other assets
  
  2,408
  
  697
  
  5,788Other
  
  370
  
  
  
  Net cash used in investing activities
  
  (153,837
  )
  (464,626
  )
  (647,084
  )Cash flows from financing activitiesProceeds from issuance of senior and senior subordinated notes
  
  700,000
  
  
  
  275,000Net effect on cash of issuances and payments of debt with initial
  maturities of three months or less
  
  (715,576
  )
  294,990
  
  502,528Issuance of debt with initial maturities in excess of three months
  
  
  
  
  
  337,334Principal payments of debt with initial maturities in excess of three
  months
  
  (23,000
  )
  (3,425
  )
  (644,241
  )Debt issuance costs
  
  (16,325
  )
  (1,072
  )
  (7,110
  )Exercise of stock options
  
  17,797
  
  17,616
  
  310Purchases of treasury stock
  
  (247,128
  )
  (29,627
  )
  (51,634
  )Other
  
  (8,173
  )
  (3,628
  )
  12,962Net cash provided by (used in) financing activities
  
  (292,405
  )
  274,854
  
  425,149Net increase (decrease) in cash and cash equivalents
  
  (10,676
  )
  35,228
  
  22,758Cash and cash equivalents at beginning of year
  
  116,617
  
  81,389
  
  58,631Cash and cash equivalents at end of year
  
  $
  105,941
  
  $
  116,617
  
  $
  81,389Supplemental cash flow disclosuresCash paid for interest (net of amount capitalized)
  
  $
  183,638
  
  $
  170,272
  
  $
  82,879Cash paid for income taxes
  
  $
  38,731
  
  $
  42,551
  
  $
  18,770Acquisition of additional ownership interest in joint venture:Cash paid
  
  $
  
  
  $
  (38,386
  )
  $
  Current assets, other than cash
  
  
  
  (13,462
  )
  Property and equipment
  
  
  
  (152,037
  )
  Other assets
  
  
  
  (14,092
  )
  Current liabilities
  
  
  
  33,693
  
  Long-term debt
  
  
  
  179,180
  
  Stockholders equity
  
  
  
  (20,121
  )
  
  
  
  
  Net cash paid for acquisition
  
  $
  
  
  $
  (25,225
  )
  $
    The
accompanying notes are an integral part of these consolidated financial
statements.  5 
   MANDALAY RESORT GROUP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF
STOCKHOLDERS EQUITY  Additional
  Paidin
  Capital
  
  Retained
  Earnings
  
  Accumulated
  
  Other Comprehensive
  Loss
  
  Treasury
  Stock
  
  Total 
  Stock-
  holders
  EquityCommon
  Stock Issued issuedShares
  
  Amount(In
  Thousands)Balance, January 31, 1998
  
  113,609
  
  $
  1,893
  
  $
  558,658
  
  $
  1,074,271
  
  $
  
  
  $
  (511,073
  )
  $
  1,123,749
  )Net income
  
  
  
  
  
  
  
  85,198
  
  
  
  
  
  85,198Exercise of stock options
  
  14
  
  1
  
  272
  
  
  
  
  
  37
  
  310Treasury stock acquired(4,466 shares), at cost
  
  
  
  
  
  
  
  
  
  
  
  (51,634
  )
  (51,634
  )Other
  
  
  
  
  
  5
  
  
  
  
  
  
  
  5Balance, January 31, 1999
  
  113,623
  
  1,894
  
  558,935
  
  1,159,469
  
  
  
  (562,670
  )
  1,157,628Net income
  
  
  
  
  
  
  
  42,163
  
  
  
  
  
  42,163Exercise of stock options
  
  11
  
  
  
  6,990
  
  
  
  
  
  10,626
  
  17,616Treasury stock acquired (1,672 shares), at cost
  
  
  
  
  
  
  
  
  
  
  
  (29,627
  )
  (29,627
  )Balance, January 31, 2000
  
  113,634
  
  1,894
  
  565,925
  
  1,201,632
  
  
  
  (581,671
  )
  1,187,780Net income
  
  
  
  
  
  
  
  119,700
  
  
  
  
  
  119,700Minimum pension liability adjustment
  
  
  
  
  
  
  
  
  
  (6,804
  )
  
  
  (6,804
  )Total comprehensive income
  
  
  
  
  
  
  
  
  
  
  
  
  
  112,896Exercise of stock options
  
  
  
  
  
  6,282
  
  
  
  
  
  11,515
  
  17,797Treasury stock acquired (14,534 shares), at cost
  
  
  
  
  
  
  
  
  
  
  
  (247,128
  )
  (247,128
  )Other
  
  
  
  
  
  (2,405
  )
  
  
  
  
  
  
  (2,405
  )Balance, January 31, 2001
  
  113,634
  
  $
  1,894
  
  $
  569,802
  
  $
  1,321,332
  
  $
  (6,804
  )
  $
  (817,284
  )
  $
  1,068,940  The
accompanying notes are an integral part of these consolidated financial
statements.  6 
   NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  Note 1.      Summary of Significant Accounting Policies  PRINCIPLES OF CONSOLIDATION AND BASIS OF
PRESENTATION Mandalay Resort Group (the
Company), which changed its name from Circus Circus Enterprises, Inc.
effective June 18, 1999, was incorporated February 27, 1974.  The Company owns and operates hotel and
casino facilities in Las Vegas, Reno, Laughlin, Jean and Henderson, Nevada and
a hotel and dockside casino in Tunica County, Mississippi.  In Detroit, Michigan, the Company is the
majority investor in a temporary casino which opened December 14, 1999. It is
also an investor in several unconsolidated affiliates, with operations that
include a riverboat casino in Elgin, Illinois, a hotel/casino in Reno, Nevada
and a hotel/casino on the Las Vegas Strip. (See Note 10  Investments in
Unconsolidated Affiliates.)  The consolidated financial
statements include the accounts of the Company, its wholly owned subsidiaries
and the Detroit joint venture, which is required to be consolidated. Material
intercompany accounts and transactions have been eliminated.  Investments in 50% or less owned affiliated
companies are accounted for under the equity method.  CASH EQUIVALENTS At January 31, 2001 and
2000, cash equivalents (consisting principally of money market funds and
instruments with initial maturities of three months or less) had a cost
approximately equal to market value.  ACCOUNTS RECEIVABLE Accounts receivable consists
primarily of casino and hotel receivables. 
Casino receivables represent credit extended to approved casino
customers.  Hotel receivables represent
charges for hotel guests and receivables related to conventions and other group
business.  Accounts receivable for the
years ended January 31, 2001 and 2000 are shown net of an allowance for
doubtful accounts of $33.3 million and $13.8 million, respectively, related
primarily to casino receivables.  INVENTORIES Inventories are stated at
the lower of cost or market.  Cost is
determined using the firstin, firstout and the average cost
methods.  DEPRECIATION AND AMORTIZATION Depreciation and
amortization of property, equipment and leasehold interests are provided using
the straightline method  7 
   over the following estimated useful lives:  Buildings and improvements
  
  15-45
  
  yearsEquipment, furniture and fixtures
  
  3-15
  
  yearsLeasehold interests and improvements
  
  5-16
  
  years
  Accumulated amortization of
the excess of the purchase price over the fair market value of the net assets
of businesses acquired was $63.5 million and $51.7 million, as of January 31,
2001 and 2000, respectively.  CAPITALIZED INTEREST The Company capitalizes
interest costs associated with debt incurred in connection with major
construction projects. When debt is not specifically identified as being
incurred in connection with a construction project, the Company capitalizes
interest on amounts expended on the project at the Companys average cost of
borrowed money.  The amounts capitalized
during the years ended January 31, 2001, 2000 and 1999, were $1.6 million,
$11.0 million and $45.5 million, respectively.  GOODWILL On December 14, 1999, the
Company purchased an additional ownership interest in a joint venture which
operates MotorCity Casino, a temporary casino in Detroit, Michigan, bringing
its total ownership interest to 53.5%. 
On June 1, 1995, the Company completed its acquisition of Gold Strike
Resorts, in which it acquired two hotel/casino facilities in Jean, Nevada, one
in Henderson, Nevada, a 50% interest in a joint venture which owns Grand
Victoria, a riverboat casino and land-based entertainment complex in Elgin,
Illinois, and a 50% interest in a joint venture which owns the Monte Carlo, a
major hotel/casino on the Las Vegas Strip. On February 1, 1983, the Company
purchased the Edgewater Hotel and Casino in Laughlin, Nevada and on November 1,
1979, the Company purchased the SlotsAFun Casino in Las
Vegas.  The excess of the purchase price
over the fair market value of the net assets acquired amounted to $38.4 million
for the purchase of the additional ownership interest in MotorCity Casino,
$394.5 million for the purchase of Gold Strike Resorts, $9.7 million for the
purchase of the Edgewater and $4.2 million for the purchase of Slots-A-Fun, and
each is being amortized over a period of 40 years with the exception of the
MotorCity Casino interest which is being amortized over a period of 25 years.  LONG-LIVED ASSETS Long-lived assets are
comprised of intangible assets and property, plant and equipment.  Long-lived assets, including certain
identifiable intangibles and goodwill related to those assets to be held and
used, are reviewed for impairment whenever  8 
   events or changes in circumstances indicate
that the carrying amount of the asset may not be recoverable.  An estimate of undiscounted future cash
flows produced by the asset, or the appropriate grouping of assets, is compared
to the carrying value to determine whether an impairment exists, pursuant to
the provisions of Statement of Financial Accounting Standards No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of.  If an asset is
determined to be impaired based on expected future cash flows, a loss, measured
using a fair-value based model, is recognized in the consolidated statements of
income.  INTEREST RATE SWAPS The Company, from time to
time, uses interest rate swaps and similar financial instruments to assist in
managing interest incurred on its long-term debt.  The difference between amounts received and amounts paid under
such agreements, as well as any costs or fees, is recorded as a reduction of,
or addition to, interest expense as incurred over the life of the swap or
similar financial instrument.  REVENUES AND EXPENSES Casino revenues are the net
difference between the sums received as winnings and the sums paid as losses.
Incentives, such as discounts to induce casino play, are deducted from gross
revenues. Revenues include the retail value of rooms, food and beverage
furnished gratuitously to customers. Such amounts are then deducted as
complimentary allowances. The costs of such rooms, food and beverage were
included as casino expenses as follows: $102.1 million, $86.5 million and $63.2
million for the fiscal years ended January 31, 2001, 2000 and 1999, respectively.  For the three years, approximately 75-85% of
such costs were for food and beverage with the balance for rooms.  PREOPENING EXPENSES Preopening expenses consist
principally of direct incremental personnel costs and advertising and marketing
expenses.  In accordance with the
American Institute of Certified Public Accountants Statement of Position 98-5,
preopening expenses incurred prior to January 31, 1999 ($33.8 million), on
projects opening after that date, are reflected, net of income tax benefit of
$11.8 million, as a cumulative effect of a change in accounting principle for
preopening expenses in the consolidated statements of income.  Preopening expenses incurred after January
31, 1999 are expensed as incurred. 
Previously, these costs were capitalized prior to the opening of the
specific project and were charged to expense at the commencement of operations.  For
the year ended January 31, 2001, preopening expenses of  9 
   $1.8 million relate to the Shark Reef at
Mandalay Bay, which opened June 20, 2000. 
For the year ended January 31, 2000, preopening expenses of $83.0
million (including the write-off of $33.8 million of previously capitalized
preopening expenses) related primarily to Mandalay Bay, the Four Seasons at
Mandalay Bay, and the Companys joint venture in Detroit.  ABANDONMENT LOSS During fiscal 2000, the
Company wrote off $5.4 million related to a proposed timeshare resort in Las
Vegas which the Company decided not to pursue.  USE OF ESTIMATES 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 affect the disclosure of contingent assets and
liabilities at the date of the financial statements.  These estimates and assumptions also affect the reported amounts
of revenue and expenses during the reporting period.  Actual results could differ from those estimates.  RECLASSIFICATIONS The financial statements for
prior years reflect certain reclassifications, which have no effect on net
income, to conform with classifications adopted in the current year.   Note 2.      Property, Equipment and Leasehold
Interests  Property, equipment and leasehold interests
are stated at cost.  Additions,
including maintenance projects which extend the life of an asset, are
capitalized.  Normal repairs and
maintenance are expensed as incurred.  January 312001
  
  2000(In
  Thousands)Land and land leases
  
  $
  382,793
  
  $
  364,781Buildings and improvements
  
  3,088,717
  
  2,872,900Equipment, furniture and fixtures
  
  809,616
  
  896,435Leasehold interests and improvements
  
  8,664
  
  11,3054,289,790
  
  4,145,421Less  accumulated depreciation and amortization
  
  (1,077,322
  )
  (893,776
  )3,212,468
  
  3,251,645Construction in progress
  
  24,356
  
  83,426$
  3,236,824
  
  $
  3,335,071  10 
   Note 3.      Longterm Debt  Longterm debt consists of the
following:  January 312001
  
  2000(In
  Thousands)Amounts due under bank credit agreements at floating interest rates,
  weighted average of 6.9% and 6.8%
  
  $
  760,000
  
  $
  1,425,000Amounts due under corporate debt program at floating interest rates,
  weighted average of 6.2%
  
  
  
  50,000Amounts due under majority-owned joint venture revolving credit
  facility at floating interest rates, weighted average of 7.1%
  
  127,000
  
  150,0006-3/4% Senior Subordinated Notes due 2003 (net of unamortized
  discount of $39 and $55)
  
  149,961
  
  149,9459-1/4% Senior Subordinated Notes due 2005
  
  275,000
  
  275,0006.45% Senior Notes due 2006 (net of unamortized discount of $220 and
  $264)
  
  199,780
  
  199,73610-1/4% Senior Subordinated Notes due 2007
  
  500,000
  
  9-1/2% Senior Notes due 2008
  
  200,000
  
  7-5/8% Senior Subordinated Debentures due 2013
  
  150,000
  
  150,0007.0% Debentures due 2036 (net of unamortized discount of $106 and
  $119)
  
  149,894
  
  149,8816.70% Debentures due 2096 (net of unamortized discount of $135 and
  $183)
  
  149,865
  
  149,817Other notes
  
  4,359
  
  4,9352,665,859
  
  2,704,314Less current portion
  
  (42,262
  )
  (13,022
  )$
  2,623,597
  
  $
  2,691,292  The Company has established
a corporate debt program whereby it can issue commercial paper or similar forms
of short-term debt.  Although the debt
instruments issued under this program are short term in tenor, they are
classified as long-term debt because (i) they are backed by long-term debt
facilities (see below) and (ii) it is managements intention to continue to
replace such borrowings on a rolling basis as various instruments come due and
to have such borrowings outstanding for longer than one year.  To the extent that the Company incurs debt
under this program, it maintains an equivalent amount of credit available under
its bank credit facility, discussed more fully below.  11 
   The Company maintains a $1.8
billion unsecured credit facility which matures on July 31, 2002 (the
Facility).  See Note 4  Leasing
Arrangements, for permanent reductions in the availability under the credit
facility due to certain operating lease transactions. The maturity date may be
extended for an unlimited number of one-year periods with the consent of the
bank group.  The Facility contains
financial covenants regarding total debt and investments.  The Facility is for general corporate
purposes.  The Company incurs commitment
fees (currently 25.0 basis points) on the unused portion of the Facility.  The fair value of the debt issued under the
Facility and the corporate debt program approximates the carrying amount of the
debt due to the short-term maturities of the individual components of the debt.  On December 14, 1999, the
Company acquired an additional 8.5% ownership interest in the joint venture
that owns and operates MotorCity Casino in Detroit, Michigan bringing the total
ownership interest  to 53.5%.  Therefore, long-term debt of that joint
venture is reflected as an obligation of the Company.  In June 1999, the joint venture entered into a $150 million
reducing revolving credit facility (the Detroit Facility) which matures on
June 30, 2003.  The Detroit Facility
reduces by fixed amounts quarterly, which began on December 31, 2000, and
contains financial covenants regarding total debt, capital expenditures and
investments.  The Detroit Facility was
used primarily to develop and construct the temporary casino facility.  The Detroit Facility is guaranteed by the
Company.  The fair value of the debt
issued under the Detroit Facility approximates the carrying amount of the debt.  On July 24, 2000, the
Company issued $500 million principal amount of 10-1/4% Senior Subordinated
Notes due August 2007 (the 10-1/4% Notes), with interest payable each
February and August.  The 10-1/4% Notes
are redeemable prior to maturity at the option of the Company, in whole, at
100% of the principal amount plus a make-whole premium.  A portion of the 10-1/4% Notes are also
redeemable at the option of the Company prior to August 1, 2003 with the
proceeds of a public offering of equity securities.  The 10-1/4% Notes are not subject to any sinking fund
requirements.  The net proceeds from
this offering were used to repay borrowings under the Companys credit
facility. As of January 31, 2001, the estimated fair value of the 10-1/4% Notes
was $513.1 million, based on their trading price.  12 
   On August 16, 2000, the
Company issued $200 million principal amount of 9-1/2% Senior Notes due August
2008 (the 9-1/2% Notes), with interest payable each February and August.  The 9-1/2% Notes are redeemable prior to
maturity at the option of the Company, in whole, at 100% of the principal
amount plus a make-whole premium.  The
9-1/2% Notes are not subject to any sinking fund requirements.  The net proceeds from this offering were
used to repay borrowings under the Companys credit facility.  As of January 31, 2001, the estimated fair
value of the 9-1/2% Notes was $207.0 million, based on their trading price.  In November 1998, the
Company issued $275 million principal amount of 9-1/4% Senior Subordinated
Notes due December 2005 (the 9-1/4% Notes), with interest payable each June
and December. The 9-1/4% Notes are redeemable at the option of the Company, in
whole, at 100% of the principal amount plus a make-whole premium at any time
prior to December 1, 2002. The 9-1/4% Notes are also redeemable at the option
of the Company, in whole or in part, beginning December 1, 2002 at prices
declining annually to 100% on or after December 1, 2004.  The Company may also use the net proceeds of
a public offering of equity securities to redeem up to 35% of the 9-1/4% Notes
prior to December 1, 2001.  The 9-1/4%
Notes are not subject to any sinking fund requirements. As of January 31, 2001,
the estimated fair value of the 9-1/4% Notes was $276.0 million, based on their
trading price.  In November 1996, the
Company issued $150 million principal amount of 7.0% Debentures due November 2036
(the 7.0% Debentures).  The 7.0%
Debentures may be redeemed at the option of the holder in November 2008.  Also, in November 1996, the Company issued
$150 million principal amount of 6.70% Debentures due November 2096 (the 6.70%
Debentures).  The 6.70% Debentures may
be redeemed at the option of the holder in November 2003.  Both the 7.0% Debentures, which were
discounted to $149.8 million, and the 6.70% Debentures, which were discounted
to $149.7 million, have interest payable each May and November, are not
redeemable by the Company prior to maturity and are not subject to any sinking
fund requirements.  As of January 31,
2001, the estimated fair value of the 7.0% Debentures was $133.5 million and
the estimated fair value of the 6.70% Debentures was $142.5 million, based on
their trading prices.  In February 1996, the
Company issued $200 million principal amount of 6.45% Senior Notes due February
1, 2006 (the 6.45% Notes), with interest payable each February and
August.  The 6.45% Notes, which were discounted
to $199.6 million, are not redeemable prior to maturity and are not subject to
any sinking fund requirements.  As of
January 31, 2001, the estimated fair value of the 6.45% Notes was $181.5
million, based on their trading price.  13 
   In July 1993, the Company
issued $150 million principal amount of 6-3/4% Senior Subordinated Notes (the
6-3/4% Notes) due July 2003 and $150 million principal amount of 7-5/8%
Senior Subordinated Debentures (the 7-5/8% Debentures) due July 2013, with
interest payable each July and January. 
The 6-3/4% Notes, which were discounted to $149.8 million, and the
7-5/8% Debentures are not redeemable prior to maturity and are not subject to
any sinking fund requirements.  As of
January 31, 2001, the estimated fair value of the 6-3/4% Notes was $142.9
million and the estimated fair value of the 7-5/8% Debentures was $121.5
million, based on their trading prices.  The Company has a policy
aimed at managing interest rate risk associated with its current and
anticipated future borrowings.  This
policy enables the Company to use any combination of interest rate swaps,
futures, options, caps and similar instruments. To the extent the Company
employs such financial instruments pursuant to this policy, and the instruments
qualify for hedge accounting, they are accounted for as hedging
instruments.  In order to qualify for
hedge accounting, the underlying hedged item must expose the Company to risks
associated with market fluctuations and the financial instrument used must be
designated as a hedge and must reduce the Companys exposure to market
fluctuation throughout the hedge period. 
If these criteria are not met, a change in the market value of the
financial instrument is recognized as a gain or loss in the period of
change.  Otherwise, gains and losses are
not recognized except to the extent that the financial instrument is disposed
of prior to maturity.  Net interest paid
or received pursuant to the financial instrument is included as interest
expense in the period.  The Company has entered into
various interest rate swaps, principally with its bank group, to manage
interest expense, which is subject to fluctuation due to the variable-rate
nature of the debt under the Companys corporate debt program. The Company has
interest rate swap agreements under which it pays a fixed interest rate
(weighted average of approximately 6.4%) and receives a variable interest rate
(weighted average of approximately 6.5% at January 31, 2001) on $550 million
notional amount of initial swaps.  The
net effect of all such swaps resulted in a reduction of interest expense of
$1.2 million for the year.  Three of the
swaps with a combined notional amount of $350 million terminate in fiscal
2003.  The remaining swap of $200
million notional amount terminates in fiscal 2004.  14 
   The Company is exposed to
credit loss in the event of nonperformance by the other parties to the interest
rate swap agreements.  However, the
Company considers the risk of nonperformance by the counterparties to be
minimal because the parties to the swaps are predominantly members of the
Companys bank group.  If the Company
had terminated all swaps as of January 31, 2001, the Company would have had to
pay a net amount of $14.3 million based on quoted market values from the
various financial institutions holding the swaps.  As of January 31, 2001,
under the Companys most restrictive loan covenant, the Company was restricted
from issuing additional debt in excess of approximately $490 million.  Required annual principal payments as of
January 31, 2001 are as follows:  Year Ending January 31(In Thousands)2002
  
  $
  42,2622003
  
  820,3132004
  
  175,2742005
  
  3122006
  
  275,312Thereafter
  
  1,352,386$
  2,665,859
  Note 4.      Leasing Arrangements  On October 30, 1998, the
Company entered into an operating lease agreement with a group of financial
institutions (the Lease Facility) to permit the Company to lease up to $200
million of equipment.  As of June 30,
1999, the Company had utilized the entire $200 million Lease Facility to lease
equipment at Mandalay Bay and, pursuant to the terms of the lease, the
commitment under the Companys bank credit facility was permanently reduced to
$1.8 billion.  The base term of the
lease expires June 30, 2001.  The lease
agreement provides that the lease term will automatically renew for an
additional one-year term (with a maximum of two successive one-year renewal
terms) unless the Company makes prior election to terminate the lease.  As of January 31, 2001, the lease term had
been automatically extended to June 30, 2002.  
The rent expense related to this lease facility is reported separately
on the consolidated statements of income as operating lease rent.  The Company also leases
various storage facilities and equipment and has various air space under
operating leases expiring individually through 2032.  A portion of the Circus Circus facility in Reno is built on leased
land with various  15 
  operating leases expiring through 2033.  The following is a schedule of future
minimum rental payments required as of January 31, 2001 under those operating
leases that have lease terms in excess of one year:   Year Ending January 31(In Thousands)2002
  
  $
  35,5732003
  
  13,8372004
  
  1,4882005
  
  6442006
  
  623Thereafter
  
  5,823$
  57,988
  Rent expense for all leases accounted for as
operating leases was as follows:  Year Ended January 312001
  
  2000
  
  1999(in
  thousands)Operating rent expense
  
  $
  43,222
  
  $
  27,988
  
  $
  3,454  Note 5.      Income Taxes  The Company accounts for
income taxes according to Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes (SFAS 109). 
SFAS 109 requires the recognition of deferred tax assets, net of
applicable reserves, related to net operating loss carryforwards and certain
temporary differences.  The standard
requires recognition of a future tax benefit to the extent that realization of
such benefit is more likely than not. 
Otherwise, a valuation allowance is applied.  At January 31, 2001, the Company believes that its deferred tax
assets are fully realizable because of the future reversal of existing taxable
temporary differences and future projected taxable income. Accordingly, there
is no valuation allowance at January 31, 2001.  The components of the provision for income
taxes are as follows:  Year Ended
  January 312001
  
  2000
  
  1999(In Thousands)CurrentFederal
  
  $
  53,588
  
  $
  38,069
  
  $
  34,810State
  
  1,545
  
  734
  
  51055,133
  
  38,803
  
  35,320Deferred (see below)Federal
  
  19,559
  
  (11,687
  )
  20,297$
  74,692
  
  $
  27,116
  
  $
  55,617  16 
   The Company has recognized a
tax benefit of $2.7 million, $1.7 million and $38,000 related to the exercise
of stock options for the fiscal years ended January 31, 2001, 2000 and 1999,
respectively.  Such amounts reduce the
current portion of taxes payable.  The components of deferred income tax expense
are as follows:  Year Ended
  January 312001
  
  2000
  
  1999(In
  Thousands)Additional depreciation resulting from the use of accelerated methods
  for tax purposes
  
  $
  20,956
  
  $
  10,723
  
  $
  11,811Effect of writing off preopening expenses for financial statement
  purposes and amortizing over five years for tax purposes
  
  4,409
  
  (16,932
  )
  1,062Book reserve for bad debts not currently deductible for tax purposes
  
  (6,643
  )
  (2,715
  )
  (872
  )Difference between book and tax basis of investments in
  unconsolidated affiliates
  
  (1,822
  )
  (2,294
  )
  3,392Capitalized interest
  
  101
  
  431
  
  2,993Other, net
  
  2,558
  
  (900
  )
  1,911$
  19,559
  
  $
  (11,687
  )
  $
  20,297  The reconciliation of the difference between
the federal statutory tax rate and the Companys effective tax rate is as
follows:  Year Ended January 312001
  
  2000
  
  1999Federal statutory tax rate
  
  35.0
  %
  35.0
  %
  35.0
  %Nondeductible goodwill
  
  1.8
  
  5.3
  
  2.5Nondeductible political
  contributions
  
  .2
  
  .8
  
  2.0Other, net
  
  1.4
  
  (2.0
  )
  Effective tax rate
  
  38.4
  %
  39.1
  %
  39.5
  %   17 
   The income tax effects of temporary
differences between financial and income tax reporting that gave rise to
deferred income tax assets and liabilities at January 31, 2001 and 2000, are as
follows:  Year Ended January 312001
  
  2000(In
  Thousands)Deferred tax liabilities:Property and equipment
  
  $
  218,456
  
  $
  192,898Investments in unconsolidated affiliates
  
  12,873
  
  17,310Other
  
  15,376
  
  9,647Gross deferred tax liabilities
  
  246,705
  
  219,855Deferred tax assets:Accrued vacation benefits
  
  7,259
  
  6,471Bad debt reserve
  
  11,475
  
  4,832Preopening expenses, net of amortization
  
  13,276
  
  17,451Other
  
  9,096
  
  6,861Gross deferred tax assets
  
  41,106
  
  35,615Net deferred tax liabilities
  
  $
  205,599
  
  $
  184,240  Note 6.      Employee Retirement Plans  Approximately 41% of the
Companys employees are covered by unionsponsored, collectively
bargained, multiemployer defined 
benefit pension plans.  The
Company contributed $13.2 million, $12.8 million and $10.2 million during the
years ended January 31, 2001, 2000 and 1999, respectively, for such plans.  These contributions are determined in
accordance with the provisions of negotiated labor contracts and generally are
based on the number of hours worked.  The Company also has a
profit sharing and investment plan covering primarily nonunion employees who
are at least 21 years of age and have at least one year of service.  The plan is a voluntary defined contribution
plan and is subject to the provisions of the Employee Retirement Income
Security Act of 1974.  The plan allows
for investments in the Companys common stock as one of the investment
alternatives.  The Companys
contributions to this plan are determined based on employees years of service
and matching of employees contributions, and were approximately $5.4 million,
$4.7 million and $4.5 million in the years ended January 31, 2001, 2000 and
1999.  Contributions are funded with
cash.  On June 18, 1998, the
Company adopted a Supplemental Executive Retirement Plan (SERP).  The SERP is a defined benefit plan pursuant
to which the Company will pay supplemental pension benefits to certain key
employees upon retirement based upon the employees years of service,
compensation and SERP tier.  18 
   The following information summarizes activity
in the SERP:  Year Ended
  January 312001
  
  2000(In
  Thousands)Changes in Projected Benefit Obligation:Projected benefit obligation at beginningof year
  
  $
  20,763
  
  $
  12,978Service cost
  
  1,783
  
  1,395Interest cost
  
  1,713
  
  1,070New participant liability
  
  1,100
  
  Actuarial losses
  
  6,436
  
  5,330Benefits paid
  
  (247
  )
  (10
  )Projected benefit obligation at end of year
  
  $
  31,548
  
  $
  20,763Fair Value of Plan Assets (1)
  
  $
  
  
  $
  Reconciliation of Funded Status:Funded status (1)
  
  $
  (31,548
  )
  $
  (20,763
  )Unrecognized actuarial loss
  
  11,585
  
  5,330Unrecognized prior service cost
  
  12,712
  
  12,545Accrued net periodic pension cost
  
  $
  (7,251
  )
  $
  (2,888
  )Amounts Recognized in the Consolidated Balance Sheets:Accrued net periodic pension cost
  
  $
  (7,251
  )
  $
  (2,888
  )Additional minimum liability
  
  (23,179
  )
  Intangible asset
  
  12,712
  
  Accumulated other comprehensive loss (2)
  
  10,467
  
  Net amount recognized
  
  $
  (7,251
  )
  $
  (2,888
  )Components of Net Periodic Pension Cost:Current period service cost
  
  $
  1,783
  
  $
  1,395Interest cost
  
  1,713
  
  1,070Amortization of prior service cost
  
  933
  
  433Recognized net actuarial loss
  
  181
  
  Net expense (3)
  
  $
  4,610
  
  $
  2,898Weighted Average Assumptions:Discount rate
  
  8.0
  %
  8.0
  %Rate of compensation increase
  
  3.0
  %
  3.0
  %  
 (1)  While
the SERP is an unfunded plan, the Company is informally funding the plan
through life insurance contracts on the participants.  The life insurance contracts had cash surrender values of
$20.9  million and $10.3 million at
January 31, 2001 and 2000. (2)  Amount
recorded in the Consolidated Statement of Stockholders Equity is net of income
tax of $3.7 million. (3)  The periodic pension expense is included in
departmental expenses.  Note 7.      Stock Options  The Company has various stock option plans
for executive, managerial and supervisory personnel as well as the Companys
outside directors and consultants.  The
plans permit grants of options, performance shares and restricted stock awards
relating to the Companys common stock. 
The stock options are generally exercisable in one or more installments
beginning not less than six months after the grant date.  19 
   Summarized information for stock option plans
is as follows:  Year Ended
  January 31,2001
  
  2000
  
  1999Options
  
  Weighted
  Average
  Exercise
  Price
  
  Options
  
  Weighted
  Average
  Exercise
  Price
  
  Options
  
  Weighted
  Average
  Exercise
  PriceOutstanding at beginning of year
  
  6,029,959
  
  $
  13.70
  
  3,872,674
  
  $
  14.72
  
  5,143,505
  
  $
  23.94Granted
  
  655,500
  
  15.99
  
  3,377,166
  
  14.20
  
  3,188,335
  
  12.51Exercised
  
  (940,061
  )
  16.06
  
  (878,914
  )
  18.08
  
  (16,500
  )
  13.29Canceled
  
  (128,458
  )
  18.36
  
  (340,967
  )
  19.05
  
  (4,442,666
  )
  23.81Outstanding at end of year
  
  5,616,940
  
  $
  13.46
  
  6,029,959
  
  $
  13.70
  
  3,872,674
  
  $
  14.72Options exercisable at end of year
  
  2,422,600
  
  $
  12.52
  
  1,937,662
  
  $
  13.71
  
  1,314,005
  
  $
  21.19Options available for grant at end of year
  
  4,884,990
  
  
  
  1,912,032
  
  
  
  3,973,231  The following table summarizes information
about stock options outstanding at January 31, 2001:  Options
  Outstanding
  
  Options
  ExercisableWeighted
  Range of
  Exercise
  Prices
  
  Number
  Outstanding
  
  Average
  Remaining
  Contractual
  Life (yrs)
  
  Weighted
  Average
  Exercise
  Price
  
  Number
  Exercisable
  
  Weighted
  Average
  Exercise
  Price$ 11.25 to $11.25
  
  1,638,440
  
  4.79
  
  $
  11.25
  
  1,322,404
  
  $
  11.2513.00 to 13.00
  
  3,228,167
  
  8.16
  
  13.00
  
  927,497
  
  13.0014.50 to  25.94
  
  750,333
  
  8.48
  
  20.29
  
  172,699
  
  19.655,616,940
  
  7.22
  
  $
  13.46
  
  2,422,600
  
  $
  12.52  In
December 1998, replacement options to purchase an aggregate of approximately
2.6 million shares of the Companys common stock were awarded at an exercise
price of $11.25 per share, subject to the surrender for cancellation of 3.9 million
options with an average exercise price of $24.29.  Statement
of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (SFAS 123) provides, among other things, that companies may
elect to account for employee stock options using a fair value method or
continue to apply the intrinsic value method prescribed by Accounting
Principles Board Opinion No. 25 (APB 25).  Under
SFAS 123, all employee stock option grants are considered compensatory.
Compensation cost is measured at the date of grant based on the estimated fair
value of the options determined using an option pricing model.  The model takes into account the stock price
at the grant date, the exercise price, the expected life of the option, the
volatility of the stock, expected dividends on the stock and the risk-free
interest rate over the expected life of the option.  Under APB 25, generally only stock options that have an intrinsic
value at the date of grant are considered compensatory.  Intrinsic value represents the excess, if
any, of the market price of the stock at the grant date over the exercise price
of the options.  Under both methods,
compensation cost is charged to earnings over the period the options become
exercisable.  20 
   The Company has elected to
continue to account for employee stock options under APB 25.  Accordingly, no compensation cost has been
recognized.  The following table discloses the Companys pro forma net income and
net income per share assuming compensation cost for employee stock options had
been determined consistent with SFAS 123. 
The table also discloses the weighted average assumptions used in
estimating the fair value of each option grant on the date of grant using the
Black-Scholes option pricing model, and the estimated weighted average fair
value of the options granted.  The model
assumes no expected future dividend payments on the Companys common stock.  Year Ended
  January 31,2001
  
  2000
  
  1999(In
  Thousands, Except Share Data)Net income As reported
  
  $
  119,700
  
  $
  42,163
  
  $
  85,198Pro forma
  
  114,480
  
  31,527
  
  79,722Net income per share (basic)As reported
  
  $
  1.53
  
  $
  .47
  
  $
  .90Pro forma
  
  1.46
  
  .35
  
  .84Net income per share (diluted)As reported
  
  $
  1.50
  
  $
  .46
  
  $
  .90Pro forma
  
  1.44
  
  .34
  
  .84Weighted average assumptionsExpected stock price volatility
  
  45.1
  %
  45.1
  %
  43.6
  %Risk-free interest rate
  
  4.6
  %
  6.4
  %
  5.0
  %Expected option lives (years)
  
  3.0
  
  2.7
  
  2.1Estimated fair value of options granted
  
  $
  5.79
  
  $
  4.79
  
  $
  3.50  Note 8.   Stock
Related Matters  On July 14, 1994, the Company declared a dividend of one common stock
purchase right (the Rights) for each share of common stock outstanding at the
close of business on August 15, 1994. 
Each Right entitles the holder to purchase from the Company one share of
common stock at an exercise price of $125, subject to certain antidilution
adjustments.  The Rights become
exercisable ten days after the earlier of an announcement that an individual or
group has acquired 15% or more of the Companys outstanding common stock or the
announcement of commencement of a tender offer for 15% or more of the Companys
common stock.  21 
   In the event the Rights
become exercisable, each Right (except the Rights beneficially owned by the
acquiring individual or group, which become void) would entitle the holder to
purchase, for the exercise price, a number of shares of the Companys common
stock having an aggregate current market value equal to two times the exercise
price.  The Rights expire August 15,
2004, and may be redeemed by the Company at a price of $.01 per Right any time
prior to their expiration or the acquisition of 15% or more of the Companys
common stock.  The Rights should not
interfere with any merger or other business combination approved by the
Companys Board of Directors and are intended to cause substantial dilution to
a person or group that attempts to acquire control of the Company on terms not
approved by the Board of Directors.  During the year ended
January 31, 2001, the Company repurchased 14.5 million shares of its common
stock at a cost of $247.1 million.  In
the fiscal years ended 2000 and 1999, the Company repurchased 1.7 million
shares of its common stock at a cost of $29.6 million and 4.5 million shares of
its common stock at a cost of $51.6 million, respectively.   See also Note 11  Commitments and Contingent
Liabilities for information regarding the Companys agreement to purchase
shares from Bank of America.  The Company is authorized to
issue up to 75 million shares of $.01 par value preferred stock in one or more
series having such respective terms, rights and preferences as are designated
by the Board of Directors.  No preferred
stock has yet been issued.  Note 9.      Earnings Per Share  Earnings per share is
computed and presented in accordance with Statement of Financial Accounting
Standards No. 128, Earnings Per Share. 
Basic earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding during the period, while
diluted earnings per share reflects the impact of additional dilution for all
potentially dilutive securities, such as stock options.  The table below reconciles
weighted average shares outstanding used to calculate basic earnings per share
with the weighted average shares outstanding used to calculate diluted earnings
per share.  There were no reconciling
items for net income.  Year Ended
  January 31,2001
  
  2000
  
  1999(In
  Thousands, Except Per Share Data)Net income
  
  $
  119,700
  
  $
  42,163
  
  $
  85,198Weighted average shares out-standing (basic earnings per share)
  
  78,335
  
  90,607
  
  94,601Stock options
  
  1,366
  
  1,289
  
  70Weighted average shares out-standing (diluted earnings per share)
  
  79,701
  
  91,896
  
  94,671Basic earnings per share
  
  $
  1.53
  
  $
  .47
  
  $
  .90Diluted earnings per share
  
  $
  1.50
  
  $
  .46
  
  $
  .90    22 
   Note 10.    Investments in Unconsolidated Affiliates  The Company has investments
in unconsolidated affiliates that are accounted for under the equity
method.  Under the equity method,
original investments are recorded at cost and adjusted by the Companys share
of earnings, losses and distributions of these companies. The investment
balance also includes interest capitalized during construction.  Investments in unconsolidated affiliates
consist of the following:  January 312001
  
  2000(In
  Thousands)Circus and Eldorado Joint Venture (50%)(Silver Legacy, Reno, Nevada)
  
  $
  72,222
  
  $
  87,150Elgin Riverboat Resort (50%)(Grand Victoria, Elgin, Illinois)
  
  39,156
  
  40,780Victoria Partners (50%)(Monte Carlo, Las Vegas, Nevada)
  
  131,126
  
  137,065$
  242,504
  
  $
  264,995  The Companys unconsolidated
affiliates operate with fiscal years ending on December 31.  Summarized balance sheet information of the
unconsolidated affiliates as of December 31, 2000 and 1999 is as follows:  2000
  
  1999(In
  Thousands)Current
  assets
  
  $
  108,868
  
  $
  95,602Property and other assets, net
  
  670,347
  
  698,982Current liabilities
  
  94,131
  
  71,712Long-term debt and other liabilities
  
  244,006
  
  261,006Equity
  
  441,078
  
  461,866  Summarized results of
operations of the unconsolidated affiliates for the years ended December 31,
2000 and 1999 are as follows:  2000
  
  1999(In Thousands)Revenues
  
  $
  852,654
  
  $
  764,664Expenses
  
  620,987
  
  577,193Operating income
  
  231,667
  
  187,471Net income
  
  211,712
  
  166,816  Note 11.    Commitments and Contingent Liabilities  In July 1995, Silver Legacy,
a 50/50 joint venture with the Eldorado Hotel/Casino, opened in downtown Reno,
Nevada.  As a condition to the joint
ventures $230 million bank credit agreement, Mandalay is obligated under a
make-well agreement to make additional contributions to the joint venture as
may be necessary to maintain a minimum coverage ratio (as defined).  23 
   The Company has formed a
joint venture with the Detroit-based Atwater Casino Group to build, own and
operate a hotel/casino in Detroit, Michigan. This joint venture is one of three
groups which negotiated development agreements with the city.  Mandalay had an initial 45% ownership
interest in the joint venture. 
Effective December 14, 1999, the Company acquired an additional 8.5%
interest at a cost of $38.4 million, thus increasing its total ownership
interest to 53.5%.  Pending the development of a
permanent hotel/casino, the joint venture constructed a temporary casino
(MotorCity Casino) in downtown Detroit, which opened December 14, 1999.  The cost of the temporary casino, including
land and capitalized interest but excluding preopening expenses, was
approximately $150 million.  This cost
was financed pursuant to the joint ventures $150 million credit facility,
which is secured by the assets associated with the temporary casino.  Mandalay has guaranteed this credit
facility.  The joint ventures operation
of the temporary casino is subject to ongoing regulatory oversight, and its
ability to proceed with a permanent hotel/casino facility is contingent upon
the receipt of all necessary gaming approvals and satisfaction of other
conditions.  Under a plan agreed to by
the City of Detroit development authorities, but not yet approved by the
Detroit City Council, the Company would expand its temporary facility into a
permanent facility by adding approximately 800 hotel rooms, expanded casino
space, convention space, retail space and additional dining and entertainment
facilities.  The Company has committed
to contribute 20% of the cost of the permanent facility in the form of equity,
and the joint venture will seek project-specific funding for the balance of the
cost.  The permanent facilitys cost is
being evaluated in light of the decision to utilize the site of the temporary
casino for the permanent facility. The development agreement provides that the
Company will guarantee completion of the permanent facility and will enter into
a keep-well guarantee with the city, pursuant to which it could be required to
contribute additional funds, if and as needed, to continue operation of the
project for a period of two years.  This
keep-well agreement also applies to the temporary casino.  Mandalay has issued letters of credit
totaling $50 million for the benefit of Bank of America in order to back
letters of credit issued by Bank of America for the same total amount.  The Bank of America letters of credit were
issued to secure payments of principal and interest on bonds issued by the
Economic Development Corporation of the City of Detroit.  The proceeds of the bonds are to be used to
finance costs associated with activities (including acquisition) relating to
land located along the Detroit Riverfront (including the site where the joint
ventures permanent facility originally was to be located).  Various lawsuits have been
filed in the state and federal courts challenging the constitutionality of the
Detroit Casino Competitive Selection Process and the Michigan Gaming Control
and Revenue Act, and seeking to appeal the issuance of a certificate of
suitability to MotorCity Casino.  No
assurance can be given regarding the timing and outcome of these
proceedings.  An adverse ruling in any
of these lawsuits could adversely impact the status of the joint ventures
operation of the temporary facility, as well as its ability to obtain a
certificate of suitability and a casino license for its permanent facility.  24 
   In May 2000, the Companys
Board of Directors authorized the purchase of up to 15% (or approximately 11.7
million) of the then outstanding shares of common stock, as market conditions
and other factors warrant.  As of
January 31, 2001, the Company had purchased 1.8 million shares pursuant to this
authorization at a cost of  $39.1
million.  To facilitate the Companys
purchase of shares pursuant to this authorization, the Company entered into
agreements with Bank of America providing for the purchase, in accordance with
the volume and other limitations of Rule 10b-18 under the Securities Exchange
Act of 1934, of up to $100 million of the Companys outstanding common stock by
Bank of America. The agreements provide that the Company will purchase from
Bank of America at its cost (plus accrued fees) the shares acquired pursuant to
the agreements one year following completion of Bank of Americas acquisition
of the stock. At the Companys option, it may acquire all or a portion of the
shares at an earlier date, or it may become obligated to acquire all or a
portion of the shares at an earlier date under certain circumstances specified
in the agreements.  Although the
Companys current intention is to purchase the shares in accordance with the
terms of the agreements, the Company may elect to net settle the obligation in
cash or shares (i.e., pay cash or deliver additional shares or receive cash or
shares).  As of January 31, 2001, Bank
of America had purchased 4.9 million shares pursuant to this agreement at a
cost of $100 million, excluding commissions. 
Any shares the Company purchases from Bank of America pursuant to these
agreements will reduce, by that number, the shares the Company may purchase
pursuant to the May 2000 share purchase authorization.  The Company is a defendant
in various pending litigation.  In
managements opinion, the ultimate outcome of such litigation will not have a
material effect on the results of operations or the financial position of the
Company.  Note 12.    Recently Issued Accounting Standards  In June 1998, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities (SFAS 133),  which the
Company will adopt in the first quarter of fiscal 2002. This statement
establishes accounting and reporting standards for derivative financial instruments.
The provisions of SFAS 133 require that a company recognize derivatives as
either assets or liabilities on its balance sheet and that the instrument be
recorded at its fair value. The statement also defines the criteria and
conditions which govern the recognition of subsequent changes in the fair value
of the instrument. The Company will recognize the value of its interest rate
swaps ($14.3 million expense at January 31, 2001) as a cumulative effect of a
change in accounting principle.  In November 2000, the
Emerging Issues Task Force (EITF) of the FASB reached a consensus on EITF
00-14, Accounting for Certain Sales Incentives. EITF 00-14 requires that
discounts which result in a reduction in or refund of the selling price of a
product or service in a single exchange transaction be recorded as a reduction
of revenues. The Companys accounting policy related to free or discounted
rooms, food and beverage and other services already complies with EITF 00-14,
and those free or discounted services are deducted from gross revenues as
complimentary allowances. The Companys accounting policy related to
discounts to induce casino play also complies with EITF 00-14, as such
incentives are netted against gross casino revenues.  25 
   In February 2001, the EITF
reached a partial consensus on EITF 00-22, Accounting for Points and Certain
Other Time-Based or Volume-Based Sales Incentive Offers, and Offers for Free
Products or Services to be Delivered in the Future. The consensus requires
that vendors recognize the cash rebate or refund obligation associated with
time- or volume-based cash rebates as a reduction of revenue. The liability for
such obligations should be based on the estimated amount of rebates or refunds
to be ultimately earned, including an estimation of breakage if it can be
reasonably estimated. The consensus is applicable beginning in the first
quarter of fiscal 2002.  The Companys players clubs
allow customers to earn certain complimentary services and/or cash rebates
based on the volume of the customers gaming activity. The Company accounts for
its players clubs in accordance with EITF 00-22, except that it records the
charge for progress towards the complimentary services/cash rebates as a casino
department expense instead of a reduction of revenue. The Company will change
the classification for these charges in the first quarter of fiscal 2002,
including reclassifying prior period amounts.  26 
   REPORT
OF INDEPENDENT PUBLIC ACCOUNTANTS  To the Board of Directors and Stockholders of
Mandalay Resort Group:  We have audited the accompanying consolidated
balance sheets of Mandalay Resort Group (a Nevada corporation) and subsidiaries
as of January 31, 2001 and 2000 and the related consolidated statements of
income, stockholders equity and cash flows for each of the three years in the
period ended January 31, 2001.  These
financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion
on these financial statements based on our audits.  We conducted our audits in accordance with
auditing standards generally accepted in the United States.  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 Mandalay Resort Group and subsidiaries as of January 31, 2001 and
2000 and the results of their operations and their cash flows for each of the
three years in the period ended January 31, 2001, in conformity with accounting
principles generally accepted in the United States.  ARTHUR ANDERSEN LLP  Las Vegas, Nevada February 28, 2001  Managements Report on Financial Statements  The Company is responsible for preparing the
consolidated financial statements and related information appearing in this
report.  Management believes that the
financial statements present fairly the Companys financial position, results
of operations and cash flows in conformity with Generally Accepted Accounting
Principles.  In preparing its financial
statements, the Company is required to include amounts based on estimates and
judgments which management believes are reasonable under the circumstances.  27 
    The Company maintains accounting and other
control systems designed to provide reasonable assurance that financial records
are reliable for purposes of preparing financial statements and that assets are
properly accounted for and safeguarded. 
Compliance with these systems and controls is reviewed through a program
of audits by an internal audit staff.  The Board of Directors fulfills its
responsibility for the Companys financial statements through its audit
committee, which is composed solely of directors who are not Company officers
or employees.  The audit committee meets
from time to time with the independent public accountants, management and the
internal auditors.  The independent
public accountants have direct access to the audit committee, with or without
the presence of management representatives.  28 
   SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)  Year Ended January 31,
  20011st Quarter
  
  2nd Quarter
  
  3rd Quarter
  
  4th Quarter
  
  Total(In Thousands, Except Per Share Amounts)Revenue
  
  $
  639,616
  
  $
  647,400
  
  $
  638,457
  
  $
  598,751
  
  $
  2,524,224Income
  from operations
  
  130,915
  
  119,950
  
  114,081
  
  66,588
  
  431,534Income before income tax
  
  78,245
  
  60,801
  
  47,231
  
  8,115
  
  194,392Net income
  
  48,858
  
  38,052
  
  29,371
  
  3,419
  
  119,700Basic earnings per share
  
  $
  .58
  
  $
  .49
  
  $
  .39
  
  $
  .04
  
  $
  1.53Diluted earnings per share
  
  $
  .58
  
  $
  .48
  
  $
  .38
  
  $
  .04
  
  $
  1.50  Year Ended January 31, 20001st Quarter
  
  2nd Quarter
  
  3rd Quarter
  
  4th Quarter
  
  Total(In Thousands, Except Per Share Amounts)Revenue
  
  $
  471,259
  
  $
  516,181
  
  $
  545,202
  
  $
  518,256
  
  $
  2,050,898Income
  from operations
  
  62,499
  
  79,130
  
  89,856
  
  42,251
  
  273,736Income
  (loss) before income tax
  
  27,427
  
  36,261
  
  46,171
  
  (6,743
  )
  103,116Net income
  (loss)
  
  (4,855
  )
  23,631
  
  28,757
  
  (5,370
  )
  42,163Basic earnings (loss) per share
  
  $
  (.05
  )
  $
  .26
  
  $
  .32
  
  $
  (.06
  )
  $
  .47Diluted earnings (loss) per share
  
  $
  (.05
  )
  $
  .26
  
  $
  .31
  
  $
  (.06
  )
  $
  .46  29 
   Elgin Riverboat Resort -
Riverboat Casino  Balance Sheets December 31, 2001 and 2000  ASSETS
  
  2001
  
  2000Current assets:Cash and cash equivalents
  
  $
  63,624,380
  
  $
  51,534,500Accounts receivable, net ofallowance for doubtful accounts of$250,000 and $401,257, respectively
  
  801,350
  
  343,716Inventories
  
  419,027
  
  472,170Prepaid expenses
  
  1,343,425
  
  1,146,669Total current assets
  
  66,188,182
  
  53,497,055Property and equipment, net
  
  71,508,881
  
  72,572,064Other assets
  
  56,400
  
  56,400Total assets
  
  $
  137,753,463
  
  $
  126,125,519LIABILITIES
  AND PARTNERS EQUITYCurrent liabilities:Accounts payable
  
  $
  406,868
  
  $
  393,128Accrued liabilities
  
  52,189,471
  
  48,169,367Total current liabilities
  
  52,596,339
  
  48,562,495Total liabilities
  
  52,596,339
  
  48,562,495Commitments and contingenciesPartners equity
  
  85,157,124
  
  77,563,024Total liabilities andpartners equity
  
  $
  137,753,463
  
  $
  126,125,519  The accompanying
notes are an integral part of these financial statements.  30 
   Elgin Riverboat Resort - Riverboat Casino  Statements of
Operations For Each of the Three Years Ended December
31, 2001  2001
  
  2000
  
  1999Revenues:Casino
  
  $
  399,574,280
  
  $
  370,299,913
  
  $
  306,502,801Food and
  beverage
  
  29,542,892
  
  27,397,113
  
  27,157,258Admissions and
  other
  
  11,375,386
  
  10,807,332
  
  10,608,140440,492,558
  
  408,504,358
  
  344,268,199Less:
  promotional allowances
  
  (30,244,503
  )
  (27,402,778
  )
  (27,197,384
  )410,248,055
  
  381,101,580
  
  317,070,815Operating
  expenses:Casino
  
  202,885,894
  
  188,533,577
  
  157,883,170Food and
  beverage
  
  6,823,873
  
  6,821,673
  
  6,379,957General and
  administrative
  
  50,563,689
  
  48,258,404
  
  39,378,146Depreciation and
  amortization
  
  8,671,916
  
  7,686,148
  
  9,111,407Other operating
  expenses
  
  15,155,268
  
  13,934,750
  
  14,080,875284,100,640
  
  265,234,552
  
  226,833,555Operating income
  
  126,147,415
  
  115,867,028
  
  90,237,260Other income
  (expense):Interest income
  
  1,446,685
  
  1,767,562
  
  1,029,656(Loss) gain on
  asset disposal
  
  
  
  (40,306
  )
  48,5001,446,685
  
  1,727,256
  
  1,078,156Net income
  
  $
  127,594,100
  
  $
  117,594,284
  
  $
  91,315,416  The
accompanying notes are an integral part of these financial statements.  31 
   Elgin Riverboat Resort - Riverboat Casino  Statements of Partners
Equity For Each of the Three Years Ended December
31, 2001  Nevada
  Landing
  Partnership
  
  RBG, L.P.
  
  TotalBalance, January
  1, 1999
  
  $
  43,326,662
  
  $
  43,326,662
  
  $
  86,653,324Net income
  
  45,657,708
  
  45,657,708
  
  91,315,416Distributions to
  partners
  
  (47,250,000
  )
  (47,250,000
  )
  (94,500,000
  )Balance,
  December 31, 1999
  
  41,734,370
  
  41,734,370
  
  83,468,740Net income
  
  58,797,142
  
  58,797,142
  
  117,594,284Distributions to
  partners
  
  (61,750,000
  )
  (61,750,000
  )
  (123,500,000
  )Balance,
  December 31, 2000
  
  38,781,512
  
  38,781,512
  
  77,563,024Net income
  
  63,797,050
  
  63,797,050
  
  127,594,100Distributions to
  partners
  
  (60,000,000
  )
  (60,000,000
  )
  (120,000,000
  )Balance,
  December 31, 2001
  
  $
  42,578,562
  
  $
  42,578,562
  
  $
  85,157,124  The accompanying notes are an integral part of these financial
statements.  32 
   Elgin Riverboat Resort - Riverboat Casino  Statements of Cash
Flows For Each of the Three Years Ended December
31, 2001  2001
  
  2000
  
  1999Cash flows from operating activities:Net income
  
  $
  127,594,100
  
  $
  117,594,284
  
  $
  91,315,416Adjustments to
  reconcile net income to net cash provided by operating activities:Depreciation and
  amortization
  
  8,671,916
  
  7,686,148
  
  9,111,407Net loss (gain)
  from sale of asset
  
  
  
  40,306
  
  (48,500
  )Changes in
  assets and liabilities:Accounts
  receivable
  
  (457,634
  )
  346,353
  
  (686,347
  )Inventories
  
  53,143
  
  (51,584
  )
  (149,315
  )Prepaid expenses
  
  (196,756
  )
  (58,841
  )
  163,929Other assets
  
  
  
  (1,000
  )
  (900
  )Accounts payable
  
  13,740
  
  447
  
  (410,987
  )Accrued
  liabilities
  
  4,020,104
  
  9,554,003
  
  7,714,431Net cash
  provided by operating
  activities
  
  139,698,613
  
  135,110,116
  
  107,009,134Cash flows from
  investing activities:Capital
  expenditures
  
  (7,608,733
  )
  (3,760,160
  )
  (2,879,475
  )Proceeds from
  sale of fixed assets
  
  
  
  
  
  48,500Net cash used in
  investing activities
  
  (7,608,733
  )
  (3,760,160
  )
  (2,830,975
  )Cash flows from
  financing activities:Distributions to
  partners
  
  (120,000,000
  )
  (123,500,000
  )
  (94,500,000
  )Net cash used in
  financing activities
  
  (120,000,000
  )
  (123,500,000
  )
  (94,500,000
  )Net increase in
  cash and cash equivalents
  
  12,089,880
  
  7,849,956
  
  9,678,159Cash and cash
  equivalents, beginning of year
  
  51,534,500
  
  43,684,544
  
  34,006,385Cash and cash
  equivalents, end of year
  
  $
  63,624,380
  
  $
  51,534,500
  
  $
  43,684,544  The accompanying notes are an integral part of these financial
statements.  33 
   Elgin
Riverboat Resort - Riverboat Casino  Notes to FinancialStatements  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. 
On October 17, 2000, the IGB approved the renewal of the license for a
term of four years.  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:  2001
  
  2000
  
  1999Admissions and
  other
  
  $
  9,164,805
  
  $
  8,858,483
  
  $
  9,843,693Food and
  beverage
  
  16,666,842
  
  14,454,073
  
  13,788,717$
  25,831,647
  
  $
  23,312,556
  
  $
  23,632,410  Cash and Cash Equivalents  The
Joint Venture considers all highly liquid investments purchased with an
original 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.  34 
   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 yearsRiverboat
  
  20 yearsLand improvements
  
  15 yearsFurniture, fixtures and equipment, gaming and computer equipment
  
  2-7 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, less inactive players.  Expenses incurred from actual cash redemptions and the change in
reserve for slot club redemption is presented as a reduction in casino revenues
on the statement of operations.  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 accounting principles
generally accepted in the United States of America requires management to make  35 
   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.  Recently Issued Accounting Standards  In
February 2001, the Emerging Issues Task Force (EITF) of the Financial Accounting
Standards Board reached a consensus in EITF Issue No. 00-22, Accounting for
Points and Certain Other Time-Based or Volume Based Sales Incentive Offers,
and Offers for Free Products or Services to be Delivered in the Future, which
requires that the redemption of points for cash be recognized as a reduction in
revenue.  The Joint Venture has complied
with the requirements of EITF Issue No. 00-22 in the accompanying statements of
operations, including reclassification of prior period amounts.  The total amount of the reclassification was
$13,335,997 and $10,337,484 in 2000 and 1999, respectively, from casino
expenses to a reduction in casino revenue. 
The adoption of EITF Issue No. 00-22 had no effect on net income.  Reclassifications  Certain
2000 and 1999 amounts have been reclassified to conform to the 2001
presentation.  3.     Property and
Equipment  A
summary of property and equipment at December 31, 2001 and 2000 is as follows:  2001
  
  2000Buildings
  
  $
  29,170,069
  
  $
  29,170,069Riverboat
  
  52,699,655
  
  52,699,655Land
  improvements
  
  5,517,891
  
  5,517,891Furniture,
  fixtures and equipment, gaming and computer equipment
  
  43,653,199
  
  35,864,853Construction in
  progress
  
  974,035
  
  1,153,648Total property
  and equipment
  
  132,014,849
  
  124,406,116Less: accumulated depreciation andamortization
  
  60,505,968
  
  51,834,052Property and
  equipment, net
  
  $
  71,508,881
  
  $
  72,572,064  36 
   4.     Accrued
Liabilities  A
summary of accrued liabilities at December 31, 2001 and 2000 is as follows:  2001
  
  2000Accrued
  commitment to Grand Victoria Foundation and County of Kane
  
  $
  32,119,418
  
  $
  30,660,173Reserve for
  progressive jackpots
  
  5,878,817
  
  5,115,612Accrued payroll,
  vacation and related taxes
  
  3,608,424
  
  2,899,069Reserve for slot
  club redemptions
  
  2,851,491
  
  2,966,465Accrued ground
  lease
  
  1,275,108
  
  1,138,481Unredeemed
  chip/token liability
  
  866,161
  
  961,201Accrued property
  taxes
  
  752,000
  
  764,706Accrued gaming,
  sales and state withholding taxes
  
  680,689
  
  546,848Accrued
  promotions and advertising
  
  550,000
  
  905,178Accrued
  liability insurance
  
  533,747
  
  446,785Accrued
  employees tips
  
  364,371
  
  347,962Accrued audit
  and legal
  
  359,000
  
  268,881Unclaimed
  property liability
  
  269,602
  
  187,189Kane County
  Forest Preserve trust agreement
  
  125,000
  
  125,000Other
  
  1,955,643
  
  835,817Total accrued
  liabilities
  
  $
  52,189,471
  
  $
  48,169,367  5.     Fair Value of
Financial Instruments  The
carrying amounts of cash and cash equivalents, accounts receivable and accounts
payable 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 initial 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.  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.  37 
   The
future minimum lease commitments under the ground lease as of December 31, 2001
are as follows:  2002
  
  107,1952003
  
  107,1952004
  
  81,938
  Rent
expense for the years ended December 31, 2001, 2000, and 1999 were $5,207,797,
$4,822,905, and $3,931,310, 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, 2001, 2000, and 1999, the
Joint Venture has paid amounts in excess of the guarantee.  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 the County of Kane and a foundation
that has been established for the benefit of educational, environmental and
economic development programs in the region. 
The total commitment is equal to 20% of adjusted net operating income
(ANOI), as defined.  This commitment
must be paid within 120 days of the end of the fiscal year for which it has
been calculated.  Donation expense for
the years ended December 31, 2001, 2000, and 1999 were $32,119,418, $30,660,173
and $24,394,158, respectively.  8.     Related Party
Transactions  Employment
expenses for certain key Joint Venture employees are paid by one of the Joint
Venture Partners.  The Joint Venture
partner is then reimbursed by the Joint Venture for these expenses.  38 
   9.     Profit Sharing
Plan  The
Joint Venture contributes to a defined contribution plan which provides for
contributions in accordance with the plan document.  The plan covers 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.  Contribution expense for the
years ended December 31, 2001, 2000 and 1999 were $613,944, $475,943 and
$404,175, respectively.  10.  Contingencies  In
November 2001, the IGB proposed a fine of $7,200,000 against the Joint Venture
and certain of its employees for alleged violations of the Illinois Riverboat
Gambling Act and the IGBs Adopted Rules. 
The Joint Venture intends to vigorously defend this matter.  In the opinion of management, the amount of
the ultimate liability with respect to the IGBs allegations will not
materially affect the Joint Ventures financial position, results of operations
or cash flows.  39 
   Report of Independent
Accountants  To the Partners of the Elgin Riverboat Resort
 Riverboat Casino  In
our opinion, the accompanying balance sheets and the related statements of
operations, partners equity and cash flows present fairly, in all material
respects, the financial position of Elgin Riverboat Resort  Riverboat Casino
(Joint Venture) at December 31, 2001 and 2000, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2001 in conformity with accounting principles generally
accepted in the United States of America. 
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 of these statements in accordance with auditing standards
generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation.  We believe that our
audits provide a reasonable basis for our opinion.  PRICEWATERHOUSECOOPERS LLP  January 11, 2002 Chicago, Illinois  40 
   PART
IV  ITEM 14.
  EXHIBITS, FINANCIAL
  STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.(a) (1)
  Consolidated
  Financial Statements:MANDALAY RESORT GROUP AND
  SUBSIDIARIESConsolidated Balance Sheets
  as of January 31, 2001 and 2000Consolidated
  Statements of Income for the three years ended January 31, 2001Consolidated
  Statements of Cash Flows for the three years ended January 31, 2001Consolidated
  Statements of Stockholders Equity for the three years ended January 31, 2001Notes to
  Consolidated Financial StatementsReport of
  Independent Public Accountants(a) (2)
  Supplemental
  Financial Statement Schedules:None.ELGIN RIVERBOAT RESORT -
  RIVERBOAT CASINOBalance Sheets as of December 31, 2001
  and 2000Statements
  of Operations for the three years ended December 31, 2001Statements of Partners
  Equity for each of the three years ended December 31, 2001Statements
  of Cash Flows for each of the three years ended December 31, 2001Notes to Financial StatementsReport of Independent
  Accountants  41 
   (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 Registrant as of July 15, 1988 and Certificate of
  Amendment thereto, dated June 29, 1989. 
  (Incorporated by reference to Exhibit 3(a) to the Registrant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 Registrant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 Registrants Current Report on Form 8-K dated July 21, 1993.)3 (i) (d).
  
  Certificate of Amendment
  of Restated Articles of Incorporation of the Registrant, filed with the
  Office of the Secretary of State of Nevada on June 18, 1999.  (Incorporated by reference to Exhibit 3(i)
  to the Registrants Current Report on Form 8-K dated June 18, 1999.)3 (ii).
  
  Restated Bylaws of the
  Registrant dated April 30, 1999. 
  (Incorporated by reference to Exhibit 3(ii) to the Registrants Annual
  Report on Form 10-K for the fiscal year ended January 31, 1999.)4 (a).
  
  Rights Agreement dated as
  of July 14, 1994, between the Registrant and First Chicago Trust Company of
  New York. (Incorporated by reference to Exhibit 4 to the Registrant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 Registrant and
  First Chicago Trust Company of New York. 
  (Incorporated by reference to Exhibit 4(a) to the Registrants
  Quarterly Report on Form 10-Q for the quarterly period ended
  July 31, 1996.)4 (c).
  
  Amended and Restated Loan
  Agreement, dated as of May 23, 1997, by and among the Registrant, the Banks
  named therein and Bank of America, N.A., as administrative agent for the
  Banks, and the related Subsidiary Guarantee dated May 23, 1997, of the
  Registrants subsidiaries named therein. 
  (Incorporated by reference to Exhibit 4(a) to the Registrants
  Quarterly Report on Form 10-Q for the quarterly period ended April 30, 1997.)  42 
   4 (d).
  
  Amendment No. 1 to Amended
  and Restated Loan Agreement, by and among the Registrant, the Banks named
  herein and Bank of America, N.A., as administrative agent for the Banks.  (Incorporated by reference to Exhibit 4(a)
  to the Registrants Quarterly Report for the quarterly period ended October
  31, 1997.)4 (e).
  
  Amendment No. 2 to the
  Loan Agreement, by and among the Registrant, the Banks named therein and Bank
  of America N.A., as administrative agent for the Banks.  (Incorporated by reference to Exhibit 4(a)
  to the Registrants Quarterly Report on Form 10-Q for the quarterly period
  ended April 30, 1998.)4 (f).
  
  Amendment No. 3, dated as
  of June 22, 1999, to the Amended and Restated Loan Agreement dated as of
  May 23, 1997, by and among the Registrant, the Banks named therein and Bank
  of America N.A., as administrative agent for the Banks.  (Incorporated by reference to Exhibit 4(a)
  to the Registrants Quarterly Report on Form 10-Q for the quarterly period
  ended July 31, 1999.)4 (g).
  
  Rate Swap Master
  Agreement, dated as of October 24, 1986, and Rate Swap Supplements One
  through Four, by and between the Registrant and Bank of America, N.A.  (Incorporated by reference to Exhibit 4(j)
  to the Registrants Current Report on Form 8-K dated December 29, 1986.)4 (h).
  
  Interest Rate Swap
  Agreement, dated as of September 27, 1999, by and between the Registrant and
  Bank of America, N.A.  (Incorporated
  by reference to Exhibit 4(a) to the Registrants Quarterly Report on Form
  10-Q for the quarterly period ended October 31, 1999.)4 (i).
  
  Interest Rate Swap
  Agreement, dated as of September 27, 1999, by and between the Registrant and
  Bank of America, N.A.  (Incorporated
  by reference to Exhibit 4(b) to the Registrants Quarterly Report on Form
  10-Q for the quarterly period ended October 31, 1999.)4 (j).
  
  Interest Rate Swap
  Agreement, dated as of October 13, 1999, by and between the Registrant
  and Bank of America, N.A. 
  (Incorporated by reference to Exhibit 4(c) to the Registrants
  Quarterly Report on Form 10-Q for the quarterly period ended October 31,
  1999.)  43 
   4 (k).
  
  Interest Rate Cap
  Agreement, dated October 20, 1997, between the Registrant and Morgan Guaranty
  Trust Company of New York. 
  (Incorporated by reference to Exhibit 4(f) to the Registrants
  Quarterly Report for the quarterly period ended October 31, 1997.)4 (l).
  
  Interest Rate Cap
  Agreement, dated January 13, 1998, between the Registrant and Morgan Guaranty
  Trust Company of New York. 
  (Incorporated by reference to Exhibit 4(h) to the Registrants Annual
  Report on Form 10-K for the fiscal year ended January 31, 1998.)4 (m).
  
  Interest Rate Cap
  Agreement dated June 14, 2000, between the Registrant and Morgan Guaranty
  Trust Company of New York. (Incorporated by reference to Exhibit 4(e) to the
  Registrants Quarterly Report on Form 10-Q for the quarterly period ended
  July 31, 2000.)4 (n).
  
  Interest Rate Cap
  Agreement dated June 29, 2000, between the Registrant and Morgan
  Guaranty Trust Company of New York. (Incorporated by reference to Exhibit
  4(f) to the Registrants Quarterly Report on Form 10-Q for the quarterly
  period ended July 31, 2000.)4 (o).
  
  Grid Promissory Note,
  dated October 17, 1997, between the Registrant and Lyon Short Term Funding
  Corp.  (Incorporated by reference to
  Exhibit 4(g) to the Registrants Quarterly Report for the quarterly period
  ended October 31, 1997.)4 (p).
  
  Commercial Paper Dealer
  Agreement, dated October 9, 1997, between the Registrant and Merrill Lynch
  Money Markets Inc.  (Incorporated by
  reference to Exhibit 4(b) to the Registrants Quarterly Report for the
  quarterly period ended October 31, 1997.)4 (q).
  
  Commercial Paper Dealer
  Agreement, dated October 9, 1997, between the Registrant and BancAmerica
  Robertson Stephens.  (Incorporated by
  reference to Exhibit 4(c) to the Registrants Quarterly Report for the
  quarterly period ended October 31, 1997.)  44 
   4 (r).
  
  Commercial Paper Dealer
  Agreement, dated October 9, 1997, between the Registrant and Credit Suisse
  First Boston Corporation. 
  (Incorporated by reference to Exhibit 4(d) to the Registrants
  Quarterly Report for the quarterly period ended October 31, 1997.)4 (s).
  
  Issuing and Paying Agency
  Agreement, dated October 9, 1997, between the Registrant and The Chase
  Manhattan Bank.  (Incorporated by
  reference to Exhibit 4(e) to the Registrants Quarterly Report for the
  quarterly period ended October 31, 1997.)4 (t).
  
  Indenture by and between
  the Registrant and First Interstate Bank of Nevada, N.A., as Trustee with
  respect to the Registrant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 Registrants Current Report on Form 8-K dated July
  21, 1993.)4 (u).
  
  Indenture, dated February
  1, 1996, by and between the Registrant and First Interstate Bank of Nevada,
  N.A., as Trustee. (Incorporated by reference to Exhibit 4(b) to the
  Registrants Current Report on Form 8-K dated January 29, 1996.)4 (v).
  
  Supplemental Indenture,
  dated February 1, 1996, by and between the Registrant and First Interstate
  Bank of Nevada, N.A., as Trustee, with respect to the Registrants 6.45%
  Senior Notes due February 1, 2006. 
  (Incorporated by reference to Exhibit 4(c) to the Registrants Current
  Report on Form 8-K dated January 29, 1996.)4 (w).
  
  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 Registrants Current Report on Form 8-K dated January 29, 1996.)4 (x).
  
  Supplemental Indenture,
  dated as of November 15, 1996, to an indenture dated February 1,
  1996, by and between the Registrant and Wells Fargo Bank (Colorado), N.A., as
  Trustee, with respect to the Registrants 6.70% Senior Notes due
  November 15, 2096.  (Incorporated
  by reference to Exhibit 4(c) to the Registrants Quarterly Report on Form
  10-Q for the quarterly period ended October 31, 1996.)  45 
   4 (y).
  
  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 Registrants Quarterly Report on Form 10-Q for the quarterly period
  ended October 31, 1996.)4 (z).
  
  Indenture, dated
  November 15, 1996, by and between the Registrant and Wells Fargo Bank
  (Colorado), N.A., as Trustee. 
  (Incorporated by reference to Exhibit 4(e) to the Registrants
  Quarterly Report on Form 10-Q for the quarterly period ended October 31,
  1996.)4 (aa).
  
  Supplemental Indenture,
  dated as of November 15, 1996, to an indenture dated November 15,
  1996, by and between the Registrant and Wells Fargo Bank (Colorado), N.A., as
  Trustee, with respect to the Registrants 7.0% Senior Notes due November 15,
  2036.  (Incorporated by reference to
  Exhibit 4(f) to the Registrants Quarterly Report on Form 10-Q for the
  quarterly period ended October 31, 1996.)4 (bb).
  
  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 Registrants Quarterly Report on Form 10Q for the quarterly
  period ended October 31, 1996.)4 (cc).
  
  Instrument of Joinder,
  dated May 31, 1998, by Mandalay Corp., pursuant to the Subsidiary
  Guaranty dated as of May 23, 1997, with respect to the Amended and
  Restated Loan Agreement, in favor of Bank of America, N.A., as administrative
  agent for the Banks.  (Incorporated by
  reference to Exhibit 4(a) to the Registrants Quarterly Report on Form 10-Q
  for the quarterly period ended July 31, 1998.)4 (dd).
  
  Indenture dated
  November 20, 1998, by and between the Registrant and The Bank of New
  York, as Trustee.  (Incorporated by
  reference to Exhibit 4(a) to the Registrants Quarterly Report on Form 10Q
  for the quarterly period ended October 31, 1998.)4 (ee).
  
  Supplemental Indenture,
  dated November 20, 1998, by and between the Registrant and The Bank of
  New York, as Trustee, with respect to the Registrants 9-1/4% Senior
  Subordinated Notes due December 1, 2005.  (Incorporated by reference to Exhibit 4(b) to the Registrants
  Quarterly Report on Form 10-Q for the quarterly period ended October 31,
  1998.)  46 
   4 (ff).
  
  9-1/4% Senior Subordinated
  Notes due December 1, 2005 in the principal amount of $275,000,000.  (Incorporated by reference to Exhibit 4(c)
  to the Registrants Quarterly Report on Form 10-Q for the quarterly period
  ended October 31, 1998.)4 (gg).
  
  Indenture dated as of July
  24, 2000 by and between the Company and The Bank of New York with respect to
  $500 million aggregate principal amount of 10-1/4% Senior Subordinated Notes
  due 2007.  (Incorporated by reference
  to Exhibit 4.1 to the Registrants Form S-4 Registration Statement No.
  333-44216.)4 (hh).
  
  Indenture dated as of
  August 16, 2000 by and between the Company and The Bank of New York, with
  respect to $200 million aggregate principal amount of 91⁄2% Senior Notes due
  2008.  (Incorporated by reference to
  Exhibit 4.1 to the Companys Form S-4 Registration Statement No. 333-44838.)4 (ii).
  
  Registration Rights
  Agreement dated as of July 24, 2000 by and among the Company and Merrill
  Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc
  of America Securities LLC, Donaldson, Lufkin & Jenrette Securities
  Corporation, Deutsche Bank Securities Inc., Commerzbank Capital Markets
  Corporation, Credit Suisse First Boston Corporation, Wasserstein Perella
  Securities, Inc., FleetBoston Robertson Stephens Inc., and SG Cowen Securities
  Corporation.  (Incorporated by
  reference to Exhibit 4.2 to the Companys Form S-4 Registration Statement No.
  333-44216.)4 (jj).
  
  Registration Rights
  Agreement dated as of August 16, 2000 by and among the Company and Banc of
  America Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
  Incorporated, Deutsche Bank Securities Inc., Salomon Smith Barney Inc.,
  Credit Lyonnais Securities (USA) Inc., J.P. Morgan Securities Inc. and
  Commerzbank Capital Markets Corporation. (Incorporated by reference to Exhibit
  4.2 to the Companys Form S-4 Registration Statement No. 333-44838.)  47 
   10 (a).*
  
  Amended and Restated 1989
  Stock Option Plan of the Registrant. 
  (Incorporated by reference to Exhibit 10 to the Post Effective
  Amendment No. 4 to the Registrants Registration Statement (No. 33-39215) on
  Form S-8.)10 (b).*
  
  Amended and Restated 1991
  Stock Incentive Plan of the Registrant. 
  (Incorporated by reference to Exhibit 10 to the Post Effective
  Amendment No. 3 to the Registrants Registration Statement (No. 33-56420) on
  Form S-8.)10 (c).*
  
  Amended and Restated 1993
  Stock Option Plan of the Registrant. 
  (Incorporated by reference to Exhibit 10 to the Post Effective
  Amendment No. 2 to the Registrants Registration Statement (No. 33-53303) on
  Form S-8.)10 (d).*
  
  1998 Stock Option
  Plan.  (Incorporated by reference to
  Exhibit 4(g) to the Registrants Registration Statement (No.333-51073) on
  Form S-8.)10 (e).
  
  1999 Non-Employee
  Directors Stock Option Plan. 
  (Incorporated by reference to Exhibit 10(i) to the Registrants Annual
  Report on Form 10-K for the fiscal year ended January 31, 1999.)10 (f).*
  
  2000 Stock Incentive
  Plan.  (Incorporated by reference to
  Appendix B to the Registrants definitive proxy statement dated April 28,
  2000 relating to the 2000 Annual Meeting of Registrants Stockholders.)10 (g).*
  
  Executive Compensation
  Insurance Plan.  (Incorporated by
  reference to Exhibit 10(i) to the Registrants Annual Report on Form 10-K for
  the fiscal year ended January 31, 1992.)10 (h).
  
  Lease, dated August 3,
  1977, by and between B&D Properties, Inc., as lessor, and the Registrant,
  as lessee; Amendment of Lease, dated May 6, 1983.  (Incorporated by reference to Exhibit 10(h) to the Registrants
  Registration Statement (No. 2-85794) on Form S-1.)10 (i).
  
  Thirteenth Amendment and
  Restatement of the Registrants Employees Profit Sharing and Investment
  Plan.  (Incorporated by reference to
  Exhibit 4(d) to Post Effective Amendment No. 11 to the Registrants
  Registration Statement (No. 33-18278 on Form 
  S-8.)  48 
   10 (j).
  
  Fourteenth Amendment,
  dated November 21, 2000, of the Registrants Employees Profit Sharing and
  Investment Plan.**10 (k).
  
  Ninth Amendment and
  Restatement to the Registrants Employees Profit Sharing and Investment
  Trust. (Incorporated by reference to Exhibit 4(e) to Post Effective Amendment
  No. 11 to the Registrants Registration Statement (No. 33-18278) on Form S-8.)10 (l).
  
  Group Annuity Contract No.
  GA70867 between Philadelphia Life (formerly Bankers Life Company) and
  Trustees of the Registrants Employees Profit Sharing and Investment
  Plan.  (Incorporated by reference to
  Exhibit 4(c) to the Registrants Registration Statement (No. 33-1459) on Form
  S-8.)10 (m).
  
  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 Registrants
  Registration Statement (No. 33-4475) on Form S-1.)10 (n).
  
  Agreement of Purchase,
  dated March 15, 1985, by and between Denio Brothers Trucking Company, as
  seller, and the Registrant, 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 Registrants
  Registration Statement (No. 33-4475) on Form S-1.)10 (o).
  
  Agreement of Joint
  Venture, dated as of March 1, 1994, by and among Eldorado Limited Liability
  Company, Galleon, Inc., and the Registrant. 
  (Incorporated by reference to Exhibit 10(y) to the Registrants Annual
  Report on Form 10-K for the fiscal year ended January 31, 1994.)10 (p).
  
  Amended and Restated
  Credit Agreement, dated November 24, 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 Registrants Quarterly Report for the quarterly period
  ended October 31, 1997.)  49 
   10 (q).
  
  Amendment No. 1 to the
  Amended and Restated Credit Agreement, by and among Circus and Eldorado Joint
  Venture, the Banks named therein and Bank of America, N.A., as administrative
  agent.  (Incorporated by reference to
  Exhibit 10(w) to the Registrants Annual Report on Form 10-K for the fiscal
  year ended January 31, 2000.)10 (r).
  
  Agreement and Plan of
  Merger, dated March 19, 1995, by and among the Registrant 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 Registrants Annual
  Report on Form 10-K for the fiscal year ended January 31, 1995.)10 (s).
  
  First Amendment to
  Agreement and Plan of Merger, dated May 30, 1995, by and among the
  Registrant 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 Registrants Common Stock, filed on
  June 12, 1995.)10 (t).
  
  Exchange Agreement, dated
  March 19, 1995, by and among the Registrant 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(ff) to the Registrants Annual Report on Form 10-K for the fiscal
  year ended January 31, 1995.)  50 
   10(u).
  
  First Amendment to
  Exchange Agreement, dated May 30, 1995, by and among the Registrant 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 Registrants Current Report on Form 8-K dated June 1, 1995.)10(v).
  
  Registration Rights
  Agreement, dated as of June 1, 1995, by and among the Registrant 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 Registrants Common Stock, filed on June
  12, 1995.)10(w).
  
  Standstill Agreement,
  dated as of June 1, 1995, by and among the Registrant 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
  Registrants Common Stock, filed on June 12, 1995.)10(x).
  
  Amendment No. 1 to
  Standstill Agreement, effective April 16, 1996, by and among the
  Registrant 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 Registrants Common Stock,
  filed on September 5, 1996.)10(y).*
  
  2000 Executive Officers
  Bonus Plan.  (Incorporated by
  reference to Appendix A to the Registrants definitive proxy statement dated
  April 28, 2000 relating to its 2000 Annual Meeting of Stockholders.)10(z).*
  
  Amendment and Restatement
  of Employment Agreement dated November 1, 1997, by and between the Registrant
  and Clyde Turner. (Incorporated by reference to Exhibit 10(ee) to the
  Registrants Annual Report on Form 10-K for the fiscal year ended
  January 31, 1998.)  51 
   10(aa).*
  
  Agreement and Release
  dated January 17, 1998, by and between the Registrant and Clyde Turner.  (Incorporated by reference to Exhibit
  10(ff) to the Registrants Annual Report on Form 10-K for the fiscal year
  ended January 31, 1998.)10(bb).*
  
  Amendment and Restatement
  of Employment Agreement dated November 1, 1997, by and between the Registrant
  and Michael S. Ensign.  (Incorporated
  by reference to Exhibit 10(gg) to the Registrants Annual Report on Form 10-K
  for the fiscal year ended January 31, 1998.)10(cc).*
  
  Amendment and Restatement
  of Employment Agreement dated November 1, 1997, by and between the Registrant
  and Glenn W. Schaeffer.  (Incorporated
  by reference to Exhibit 10(hh) to the Registrants Annual Report on Form 10-K
  for the fiscal year ended January 31, 1998.)10(dd).*
  
  Amendment and Restatement
  of Employment Agreement dated November 1, 1997, by and between the Registrant
  and William A. Richardson. 
  (Incorporated by reference to Exhibit 10(ii) to the Registrants
  Annual Report on Form 10-K for the fiscal year ended January 31, 1998.)10(ee).*
  
  Amendment and Restatement
  of Employment Agreement dated November 1, 1997, by and between the Registrant
  and Antonio C. Alamo.  (Incorporated
  by reference to Exhibit 10(kk) to the Registrants Annual Report on Form 10-K
  for the fiscal year ended January 31, 1998.)10(ff).*
  
  Amendment and Restatement
  of Employment Agreement dated November 1, 1997, by and between the
  Registrant and Gregg H. Solomon. 
  (Incorporated by reference to Exhibit 10(ll) to the Registrants
  Annual Report on Form 10-K for the fiscal year ended January 31, 1998.)10(gg).
  
  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 Registrants Quarterly Report on Form 10-Q for the
  quarterly period ended July 31, 1995.)10(hh).
  
  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 Registrants
  Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1995.)  52 
   10(ii).
  
  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 Registrants
  Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1995.)10(jj).
  
  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 Registrants Quarterly Report on Form 10-Q for the
  quarterly period ended July 31, 1995.)10(kk).
  
  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 Registrants Annual Report on Form 10-K
  for the fiscal year ended January 31, 1996.)10(ll).
  
  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 N.A., 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.)10(mm).
  
  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(nn).
  
  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(oo).
  
  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.)  53 
   10(pp).
  
  Amendment No. 4 to the
  Victoria Partners Loan Agreement, dated as of October 16, 1995.  (Incorporated by reference to Exhibit
  10(a) to the Registrants Quarterly Report on Form 10-Q for the quarterly
  period ended October 31, 1995.)10(qq).
  
  Amendment No. 5 to the
  Victoria Partners Loan Agreement dated as of August 1, 1996.  (Incorporated by reference to Exhibit
  10(a) to the Registrants Quarterly Report on Form 10-Q for the quarterly
  period ended July 31, 1996.)10(rr).
  
  Amendment No. 6 to the
  Victoria Partners Loan Agreement, dated as of April 12, 1997.  (Incorporated by reference to Exhibit
  10(ccc) to the Registrants Annual Report on Form 10-K for the fiscal year
  ended January 31, 1997.)10(ss).
  
  Amendment No. 7 to the
  Victoria Partners Loan Agreement, dated as of January 12, 1998.  (Incorporated by reference to Exhibit 10.2
  to the Quarterly Report on Form 10-Q for the quarterly period ended March 31,
  1998 of Mirage Resorts, Incorporated. Commission File No. 1-6697.)10(tt).
  
  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(uu).
  
  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(vv).
  
  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(ww).
  
  Amendment No. 3 to the
  Victoria Partners Venture Agreement dated as of February 28, 1996.  (Incorporated by reference to Exhibit
  10(fff) to the Registrants Annual Report on Form 10K for the fiscal
  year ended January 31, 1996.)  54 
   10(xx).
  
  Amendment No. 4 to the
  Victoria Partners Venture Agreement dated as of May 29, 1996.  (Incorporated by reference to Exhibit
  10(b) to the Registrants Quarterly Report on Form 10-Q for the quarterly
  period ended April 30, 1996.)10(yy).
  
  Consulting Agreement,
  dated June 1, 1995, between Circus Circus Casinos, Inc. (a subsidiary of the
  Registrant) and Lakeview Company. 
  (Incorporated by reference to Exhibit 10(ggg) to the Registrants
  Annual Report on Form 10-K for the fiscal year ended January 31, 1996.)10(zz).
  
  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 Registrants Quarterly Report for the
  quarterly period ended October 31, 1997.)10(aaa).
  
  First Amendment to
  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(hhh) to the Registrants Annual Report on Form 10-K for the fiscal
  year ended January 31, 2000.)10(bbb).
  
  Amended First Amendment to
  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(iii) to the
  Registrants Annual Report on Form 10-K for the fiscal year ended January 31,
  2000.)10(ccc).
  
  Second Amendment to
  Operating Agreement, dated October 7, 1997, by and between Circus Circus
  Michigan, Inc. and Atwater Casino Group, L.L.C.10(ddd).
  
  Third Amendment, dated
  January 21, 2001 to Operating Agreement, dated October 7, 1997, by and
  between Circus Circus Michigan, Inc. and Atwater Casino Group, L.L.C.**10(eee).
  
  Amended and Restated
  Development Agreement, dated as of April 9, 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.  (Incorporated by reference
  to Exhibit 10(a) to the Registrants Quarterly Report on Form 10-Q for the
  quarterly period ended July 31, 1998.)  55 
   10(fff).
  
  First Amendment to the
  Amended and Restated Development Agreement, dated as of April 9, 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. 
  (Incorporated by reference to Exhibit 10(b) to the Registrants
  Quarterly Report on Form 10Q for the quarterly period ended
  July 31, 1998.)10(ggg).
  
  Second Amendment, dated
  December 1999, to the Amended and Restated Development Agreement, dated April
  9, 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. 
  (Incorporated by reference to Exhibit 10(mmm) to the Registrants
  Annual Report on Form 10-K for the fiscal year ended January 31, 2000.)10(hhh).
  
  Third Amendment, dated
  November 2000,  to the Amended and
  Restated Development Agreement, dated April 9, 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.**10(iii).
  
  Conveyance Agreement,
  dated April 29, 1999, by and among the City of Detroit, the Economic
  Development Corporation of the City of Detroit and Detroit Entertainment,
  L.L.C. (Incorporated by reference to Exhibit 10(a) to the Registrants
  Quarterly Report on Form 10Q for the quarterly period ended April 30,
  1999.)10(jjj).
  
  Loan Agreement, dated as
  of June 30, 1999 among Detroit Entertainment, L.L.C., the Banks named therein
  and Bank of America National Trust and Savings Association, as administrative
  agent for the Banks.  (Incorporated by
  reference to Exhibit 10(a) to the Registrants Quarterly Report on Form 10-Q
  for the quarterly period ended July 31, 1999.)10(kkk).
  
  Amendment No. 1 to the
  Loan Agreement, dated June 30, 1999 among Detroit Entertainment, L.L.C.,
  the Banks named therein and Bank of America, N.A., as administrative agent
  for the Banks.  (Incorporated by
  reference to Exhibit 10(d) to the Registrants Quarterly Report on Form 10-Q
  for the quarterly period ended July 31, 2000.)  56 
   10(lll).
  
  Amendment No. 2, dated
  January 31, 2001, to the Loan Agreement, dated June 30, 1999, among Detroit
  Entertainment, L.L.C., the Banks named therein and Bank of America, N.A., as
  administrative agent for the Banks.**10(mmm).
  
  Subordination Agreement, dated
  January 31, 2001, by and between Circus Circus Michigan, Inc. and Detroit
  Entertainment, L.L.C., with respect to the Loan Agreement, dated June 30,
  1999, in favor of Bank of America, N.A., as administrative agent for the
  lending banks.**10(nnn).
  
  Hotel Pre-opening Services
  Agreement, dated as of January 1, 1997, by and among the Registrant and Four
  Seasons Hotels Limited.  (Incorporated
  by reference to Exhibit 10(kkk) to the Registrants Annual Report on Form
  10-K for the fiscal year ended January 31, 1998.)10(ooo).
  
  Hotel Management
  Agreement, dated as of March 10, 1998, by and among the Registrant, Mandalay
  Corp. and Four Seasons Hotel Limited. 
  (Incorporated by reference to Exhibit 10(lll) to the Registrants
  Annual Report on Form 10-K for the fiscal year ended January 31, 1998.)10(ppp).
  
  Hotel License Agreement,
  dated as of March 10, 1998, by and among Mandalay Corp. and Four Seasons
  Hotel Limited.  (Incorporated by
  reference to Exhibit 10(mmm) to the Registrants Annual Report on Form 10-K
  for the fiscal year ended January 31, 1998.)10(qqq).
  
  Lease Intended As
  Security, dated October 30, 1998, among Circus Circus Leasing, Inc., as
  lessee; the Registrant, as guarantor; First Security Bank, National
  Association, as Trustee, the Banks named therein and Bank of America, N.A.,
  as administrative agent for the Banks. 
  (Incorporated by reference to Exhibit 10(a) to the Registrants
  Quarterly Report on Form 10-Q for the quarterly period ended October 31,
  1998.)10(rrr).
  
  Amendment No. 1, dated
  January 28, 1999, to Lease Intended As Security, dated October 30, 1998,
  among Circus Circus Leasing, Inc., as lessee; the Registrant, as guarantor;
  First Security Bank, National Association, as Trustee, the Banks named
  therein and Bank of America, N.A., as administrative agent for the Banks.**  57 
   10(sss).
  
  Guaranty, dated
  October 30, 1998, by the Registrant in favor of First Security Bank,
  National Association, as Trustee, and the Banks named therein.  (Incorporated by reference to Exhibit
  10(b) to the Registrants Quarterly Report on Form 10-Q for the quarterly
  period ended October 31, 1998.)10(ttt).*
  
  Supplemental Executive
  Retirement Plan.  (Incorporated by
  reference to Exhibit 10(c) to the Registrants Quarterly Report on Form 10-Q
  for the quarterly period ended October 31, 1998.)10(uuu).
  
  Amendment No. 1 to
  Supplemental Executive Retirement Plan.**10(vvv).
  
  Stock Purchase Agreement,
  dated as of September 8, 2000, among the Registrant, Bank of America, N.A.
  and MBG Trust.  (Incorporated by
  reference to Exhibit 10(a) to the Registrants Quarterly Report on Form 10-Q
  for the quarterly period ended July 31, 2000.)10(www).
  
  First Amendment, dated as
  of January 2, 2001, to Stock Purchase Agreement, dated as of September 8,
  2000, among the Registrant, Bank of America, N.A., and MBG Trust.**10(xxx).
  
  Second Amendment, dated as
  of March 21, 2001, to Stock Purchase Agreement, dated as of September 8,
  2000, among the Registrant, Bank of America, N.A., and MBG Trust.**10(yyy).
  
  Collateral Agreement dated
  as of September 8, 2000 among the Registrant, Bank of America, N.A., MBG
  Trust and Banc of America Securities LLC. 
  (Incorporated by reference to Exhibit 10(b) to the Registrants
  Quarterly Report on Form 10-Q for the quarterly period ended July 31,
  2000.)10(zzz).
  
  Amended and Restated Trust
  Agreement dated as of September 8, 2000 between NMS Services (Cayman),
  Inc. and Wilmington Trust Company. 
  (Incorporated by reference to Exhibit 10(c) to the Registrants
  Quarterly Report on Form 10-Q for the quarterly period ended July 31,
  2000.)21.
  
  Subsidiaries of the
  Registrant.**23.(a)
  
  Consent of Arthur Andersen
  LLP.**23.(b)
  
  Consent of
  PricewaterhouseCoopers LLP.  
 *This exhibit is
a management contract or compensatory plan or arrangement required to be filed
as an exhibit to this Report. **           Previously filed with this Report.  58 
    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, 2001, Mandalay 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.  59 
   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.  MANDALAY RESORT GROUPDated: March 22, 2002
  By:
  MICHAEL S. ENSIGNMichael S. EnsignChairman of the Board,Chief
  Executive Officer andChief Operations Officer  60 
   INDEX
TO EXHIBITS FORM
10-K/A Fiscal
Year Ended January
31, 2001  Exhibit
  Number23(b).
  
  Consent of
  PricewaterhouseCoopers LLP.  61