<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

(Mark One)

/X/      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the fiscal year ended JANUARY 31, 1999

                  OR

/ /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from______________________to______________________

Commission File Number                  1-8570
                      -------------------------------------------

        MANDALAY RESORT GROUP (formerly Circus Circus Enterprises, Inc.)
             (Exact name of Registrant as specified in its charter)

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

3950 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA                     89119
-------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code:(702)632-6700
                                                   -------------

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

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

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

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

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

         The aggregate market value of the voting stock of the Registrant
held by persons other than the Registrant's directors and executive officers
as of April 19, 1999 (based upon the last reported sale price on the New York
Stock Exchange on such date) was $1,622,116,907.

         The number of shares of Registrant's Common Stock, $.01-2/3 par
value, outstanding at April 19, 1999: 90,258,088.

                       DOCUMENTS INCORPORATED BY REFERENCE

         PART II - Portions of the Registrant's Annual Report to Stockholders
for the year ended January 31, 1999 are incorporated by reference into Items 7
through 8, inclusive.

         PART III - Portions of the Registrant's definitive proxy statement
in connection with the annual meeting of stockholders to be held on June 17,
1999, are incorporated by reference into Items 10 through 13, inclusive.

<PAGE>

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, 1999 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.

Incorporated herein by reference are pages 37 through 53 of the 1999 Annual
Report, which pages are included as part of Exhibit 13 to this Report.


Year Ended January 31, 1999
(in thousands, except per share amounts)

<TABLE>
<CAPTION>
                               1st          2nd          3rd          4th
                             Quarter      Quarter      Quarter      Quarter       Total
                            --------------------------------------------------------------
<S>                         <C>          <C>          <C>          <C>          <C>
Revenue                     $ 356,962    $ 384,661    $ 382,449    $ 355,708    $1,479,780
Income from operations         61,059       66,105       64,257       51,358       242,779
Income before income tax       35,794       40,043       39,289       25,689       140,815
Net income                     21,607       25,285       23,716       14,590        85,198
Basic earnings per share    $     .23    $     .27    $     .25    $     .16    $      .90
Diluted earnings per share  $     .23    $     .27    $     .25    $     .16    $      .90
</TABLE>


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

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

                                       2
<PAGE>

Elgin Riverboat Resort - Riverboat Casino

Balance Sheets

DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
    ASSETS                                 1999                1998
<S>                                    <C>                <C>

Current assets:
  Cash and cash equivalents            $43,684,544        $  34,006,385
  Accounts receivable, net of
   allowance for doubtful accounts
   of $191,911 at December 31, 1999        690,069                3,722
  Inventories                              420,586              271,271
  Prepaid expenses                       1,087,828            1,251,757
                                       -----------         ------------

     Total current assets               45,883,027           35,533,135

Property and equipment, net             76,538,358           82,770,290

Other assets                                55,400               54,500
                                       -----------         ------------

     Total assets                     $122,476,785         $118,357,925
                                      ============         ============


         LIABILITIES AND PARTNERS' EQUITY

Current liabilities:

  Accounts payable                    $    392,681        $    803,668
  Accrued liabilities                   38,615,364          30,900,933
                                      ------------         -----------
     Total current liabilities          39,008,045          31,704,601
                                      ------------          ----------
     Total liabilities                  39,008,045          31,704,601

Partners' equity                        83,468,740          86,653,324
                                      ------------        ------------
     Total liabilities and
       partners' equity               $122,476,785        $118,357,925
                                      ============        ============
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       3
<PAGE>

Elgin Riverboat Resort - Riverboat Casino

Statements of Operations

FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                       1999          1998          1997
<S>                               <C>           <C>           <C>
Revenues:
 Casino                           $316,840,285  $256,167,427  $241,943,689
 Food and beverage                  27,157,258    20,433,412    18,550,330
 Admissions and other               10,608,140     9,814,091     9,808,754
                                   -----------   -----------   -----------

                                   354,605,683   286,414,930   270,302,773

Less: promotional allowances       (27,197,384)  (20,214,157)  (18,664,088)
                                   -----------   -----------   -----------
                                   327,408,299   266,200,773   251,638,685
                                   -----------   -----------   -----------

Operating expenses:
 Casino                            168,220,654   134,456,692    99,702,338
 Food and beverage                   6,379,957     6,924,198     6,612,865
 General and administrative         39,378,146    32,706,338    37,431,032
 Depreciation and amortization       9,111,407     9,159,722     8,528,455
 Other operating expenses           14,080,875    13,768,135    10,713,224
                                   -----------   -----------   -----------

                                   237,171,039   197,015,085   162,987,914
                                   -----------   -----------   -----------

Operating income                    90,237,260    69,185,688    88,650,771
                                   -----------   -----------   -----------

Other income (expense):
 Interest income                     1,029,656     1,002,700       990,908
 Gain (loss) on asset disposal          48,500      (242,916)     (225,723)
                                   -----------   -----------   -----------
                                     1,078,156       759,784       765,185
                                   -----------   -----------   -----------
Net income                         $91,315,416   $69,945,472   $89,415,956
                                   ===========   ===========   ===========
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       4
<PAGE>

Elgin Riverboat Resort - Riverboat Casino

Statements of Partners' Equity

FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                  LANDING
                                PARTNERSHIP       RBG, L.P.         TOTAL
<S>                            <C>               <C>            <C>
Balance, January 1, 1997       $51,995,948       $51,995,948    $103,991,896

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

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

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

Net income                      34,972,736        34,972,736      69,945,472

Distributions to partners      (39,100,000)      (39,100,000)    (78,200,000)
                                -----------       ----------      ----------

Balance, December 31, 1998      43,326,662        43,326,662      86,653,324

Net income                      45,657,708        45,657,708      91,315,416

Distributions to partners      (47,250,000)      (47,250,000)    (94,500,000)
                                ----------        ----------      ----------

Balance, December 31, 1999     $41,734,370       $41,734,370     $83,468,740
                                ==========        ==========      ==========
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       5
<PAGE>

Elgin Riverboat Resort - Riverboat Casino

Statements of Cash Flows

FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                   1999            1998            1997
<S>                                            <C>             <C>             <C>
Cash flows from operating activities:
   Net income                                  $91,315,416     $69,945,472     $89,415,956
   Adjustments to reconcile net income
       to net cash provided by operating
       activities:
   Depreciation and amortization                 9,111,407       9,159,722       8,528,455
   Net (gain) loss from sale of asset              (48,500)        242,916         225,723
   Increase (decrease) in cash attributable
    to changes in assets and liabilities:
     Accounts receivable                          (686,347)         76,648         106,671
     Inventories                                  (149,315)        119,004         (71,770)
     Prepaid expenses                              163,929         678,539         (20,295)
     Other assets                                     (900)        182,620         728,378
     Accounts payable                             (410,987)        370,261          (1,351)
     Accrued expenses                            7,714,431      (2,385,358)     14,578,616
                                               -----------     -----------     -----------
    Net cash provided by operating
        activities                             107,009,134      78,389,824     113,490,383
                                               -----------     -----------     -----------

Cash flows from investing activities:
   Capital expenditures                         (2,879,475)     (3,063,911)     (1,788,594)
   Proceeds from sale of fixed assets               48,500           1,201         208,365
                                               -----------     -----------     -----------
    Net cash used in investing activities       (2,830,975)     (3,062,710)     (1,580,229)

Cash flows from financing activities:
   Distributions to partners                   (94,500,000)    (78,200,000)    (98,500,000)
                                               -----------     -----------     -----------
    Net cash used in financing activities      (94,500,000)    (78,200,000)    (98,500,000)
                                               -----------     -----------     -----------
    Net increase (decrease) in cash and
      cash equivalents                           9,678,159      (2,872,886)     13,410,154

Cash and cash equivalents, beginning of year    34,006,385      36,879,271      23,469,117
                                               -----------     -----------     -----------
Cash and cash equivalents, end of year         $43,684,544     $34,006,385     $36,879,271
                                               ===========     ===========     ===========
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       6
<PAGE>

ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO

NOTES TO FINANCIAL STATEMENTS

1.       Business

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

         The Joint Venture is licensed by the Illinois Gaming Board ("IGB") to
         own and operate a riverboat casino on the Fox River in Elgin, Illinois.
         The original license, issued on October 6, 1994, was valid for a
         three-year term. Subsequent to the initial three-year term, the license
         has been renewed for one-year periods on an annual basis.

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:

<TABLE>
<CAPTION>
                                              1999             1998            1997
<S>                                       <C>              <C>             <C>
                  Admissions and other    $ 9,843,693      $10,705,450     $10,503,250
                  Food and beverage        13,788,717       10,013,585       8,276,075
                                          -----------      -----------     -----------
                                          $23,632,410      $20,719,035     $18,779,325
                                          ===========      ===========     ===========
</TABLE>

         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.

                                       7
<PAGE>

       ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO

       NOTES TO FINANCIAL STATEMENTS, CONTINUED

2.       Summary of Significant Accounting Policies, continued

         Inventories

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

         Property and Equipment

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

<TABLE>
<S>                                                             <C>
                   Buildings                                     39 years
                   Riverboat                                     20 years
                   Land improvements                             15 years
                   Furniture, fixtures and equipment,
                     gaming and computer equipment              2-7 years
</TABLE>

         Reserve for Slot Club Redemption

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

         Income Taxes

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

         Use of Estimates in the Preparation of Financial Statements

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

         Reclassifications

         Certain 1998 footnote disclosure amounts have been reclassified to
         conform with 1999 presentation.

                                       8
<PAGE>

       ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO

       NOTES TO FINANCIAL STATEMENTS, CONTINUED

3.       Property and Equipment:

         A summary of property and equipment at December 31, 1999 and 1998 is as
         follows:

<TABLE>
<CAPTION>
                                                     1999           1998
<S>                                              <C>            <C>
          Buildings                              $29,070,069    $29,070,069
          Riverboat                               52,799,655     52,799,655
          Land improvements                        5,517,891      5,517,891
          Furniture, fixtures and equipment,
           gaming and computer equipment          33,411,141     30,569,402
          Construction in progress                    33,228              -
                                                ------------   ------------
                Total property and equipment     120,831,984    117,957,017

          Less: accumulated depreciation and
           amortization                           44,293,626     35,186,727
                                                ------------   ------------
                Property and equipment, net     $ 76,538,358   $ 82,770,290
                                                ============   ============
</TABLE>

4.       Accrued Liabilities

         A summary of accrued liabilities at December 31, 1999 and 1998 is as
         follows:

<TABLE>
<CAPTION>
                                                     1999          1998
<S>                                               <C>           <C>
          Accrued "Grand Victoria Foundation"
           & Kane County donation                 $24,394,158   $19,177,996
          Accrued payroll, vacation and related
           taxes                                    2,355,796     2,761,299
          Reserve for slot club redemptions         2,570,533     2,347,360
          Accrued rent expense                      1,180,221       762,308
          Accrued property taxes                      750,000       828,727
          Reserve for progressive jackpots          3,137,545     1,989,831
          Unredeemed chip/token liability             651,214       564,805
          Accrued employees' tips                     244,025       417,443
          Accrued gaming and sales taxes              477,264       288,840
          Kane County Forest Preserve trust
           agreement                                  125,000       125,000
          Accrued liability insurance                 570,901       117,488
          Accrued audit and legal                     205,100        60,471
          Unclaimed property liability                149,671       100,005
          Other                                     1,803,936     1,359,360
                                                  -----------   -----------
              Total accrued liabilities           $38,615,364   $30,900,933
                                                  ===========   ===========
</TABLE>

                                       9

<PAGE>

       ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO

       NOTES TO FINANCIAL STATEMENTS, CONTINUED

5.       Fair Value of Financial Instruments

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

6.       Leases

         In accordance with the Ground Lease and Development Agreement, as
         amended, (the "Agreement") the Joint Venture leases land for a term of
         ten years commencing with the 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.

         During the construction of the riverboat casino facility, certain costs
         were incurred by the Joint Venture on behalf of the City of Elgin (the
         "City") which will be utilized to offset the future percentage rent
         payments described in (ii) above. The remaining unrecovered costs as of
         December 31, 1998 was $182,620. No amounts remained as of December 31,
         1999.

         The future minimum lease commitments under the ground lease as of
         December 31, 1999 are as follows:

<TABLE>
<S>                                    <C>
              2000                                107,195
              2001                                107,195
              2002                                107,195
              2003                                107,195
              2004                                 81,938
</TABLE>

         Rent expense for the years ended December 31, 1999, 1998 and 1997 were
         $3,931,310, $3,039,686, and $3,890,851, 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, 1999, 1998 and 1997, the
         Joint Venture has paid amounts in excess of the guarantee.

                                       10
<PAGE>

       ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO

       NOTES TO FINANCIAL STATEMENTS, CONTINUED

7.       Commitments, continued

         Pursuant to the Fox River Trust Agreement, entered into on July 20,
         1993, the Joint Venture has agreed to make certain payments to a trust
         fund for the benefit of the Fox River. Annual contributions of $500,000
         commenced on October 6, 1995, the initial anniversary date of the
         issuance of the IGB license, and will continue for twelve successive
         years. The Joint Venture has agreed to contribute to both Kane County
         and to a foundation that has been established for the benefit of
         educational, environmental and economic 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, 1999, 1998, and 1997
         were $24,394,158, $19,177,996 and $23,993,096, 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.

9.       Profit Sharing Plan

         The Joint Venture contributes to a defined contribution plan which
         provides for contributions in accordance with the plan document. The
         plans cover substantially all employees. The Joint Venture contributes
         a set dollar amount to all eligible employees as well as a matching
         contribution of 25% of employee contributions limited to specified
         dollar amount as stated in the plan document. The Joint Venture
         expensed contributions in the amount of $404,175, $392,740 and $293,261
         in 1999, 1998 and 1997, respectively.

                                       11
<PAGE>

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, 1999 and 1998, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999 in conformity with accounting principles generally accepted
in the United States. 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, 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 the opinion expressed above.


                                       PRICEWATERHOUSECOOPERS LLP


January 14, 2000

                                       12
<PAGE>

                                     PART IV

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

         (a)(1)   Consolidated Financial Statements:

MANDALAY RESORT GROUP AND SUBSIDIARIES (formerly known as Circus Circus
Enterprises, Inc.)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                        <C>
Consolidated Balance Sheets as of January 31, 1999 and
   1998 ..................................................................   38*

Consolidated Statements of Income for the three years
   ended January 31, 1999 ................................................   39*

Consolidated Statements of Cash Flows for the three
   years ended January 31, 1999 ..........................................   40*

Consolidated Statements of Stockholders' Equity for
   the three years ended January 31, 1999 ................................   41*

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

Report of Independent Public Accountants .................................   55*

         (a)(2)   Supplemental Financial Statement Schedules:

         None.

ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO

Balance Sheets as of December 31, 1999 and 1998 ..........................    3**

Statements of Operations for the three years ended
December 31, 1999 ........................................................    4**

Statements of Partners' Equity for each of the three
years ended December 31, 1999 ............................................    5**

Statements of Cash Flows for each of the three years
ended December 31, 1999 ..................................................    6**

Notes to Financial Statements ............................................    7**

Report of Independent Accountants ........................................   12**

</TABLE>

-----------------

*   Refers to page of the Annual Report to Stockholders for the year ended
    January 31, 1999, the incorporated portions of which are included as
    Exhibit 13 to this Report.

**  Refers to page in this amendment.


                                       13
<PAGE>

         (a)(3) Exhibits:

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

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

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

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

3(ii).      Restated Bylaws of the Company dated April 30, 1999.

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

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

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

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

</TABLE>

                                       14
<PAGE>

<TABLE>
<S>         <C>
4(e).       Amendment No. 2 to the $2.0 Billion Loan Agreement, by and among the
            Company, the Banks named therein and Bank of America National Trust
            and Savings Association, as administrative agent for the Banks.
            (Incorporated by reference to Exhibit 4(a) to the Company's
            Quarterly Report on Form 10-Q for the quarterly period ended April
            30, 1998.)

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

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

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

4(i).       Interest Rate Cap Agreement, dated January 13, 1998, between the
            Company and Morgan Guaranty Trust Company of New York. (Incorporated
            by reference to Exhibit 4(h) to the Company's Annual Report on Form
            10-K for the fiscal year ended January 31, 1998.)

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

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

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

</TABLE>

                                       15
<PAGE>

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

4(n).       Issuing and Paying Agency Agreement, dated October 9, 1997, between
            the Company and The Chase Manhattan Bank. (Incorporated by reference
            to Exhibit 4(e) to the Company's Quarterly Report for the quarterly
            period ended October 31, 1997.)

4(o).       Indenture by and between the Company and First Interstate Bank of
            Nevada, N.A., as Trustee with respect to the Company's 6-3/4% Senior
            Subordinated Notes due 2003 and its 7-5/8% Senior Subordinated
            Debentures due 2013. (Incorporated by reference to Exhibit 4(a) to
            the Company's Current Report on Form 8-K dated July 21, 1993.)

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

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

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

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

4(t).       6.70% Senior Notes due February 15, 2096 in the principal amount of
            $150,000,000. (Incorporated by reference to Exhibit 4(d) to the
            Company's Quarterly Report on Form 10-Q for the quarterly period
            ended October 31, 1996.)

</TABLE>

                                       16
<PAGE>

<TABLE>
<S>         <C>
4(u).       Indenture, dated November 15, 1996, by and between the Company and
            Wells Fargo Bank (Colorado), N.A., as Trustee. (Incorporated by
            reference to Exhibit 4(e) to the Company's Quarterly Report on Form
            10-Q for the quarterly period ended October 31, 1996.)

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

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

4(x).       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 $2.0 Billion Loan Agreement, in
            favor of Bank of America National Trust and Savings Association, as
            administrative agent for the Banks. (Incorporated by reference to
            Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the
            quarterly period ended July 31, 1998.)

4(y).       Indenture dated November 20, 1998, by and between the Company and
            The Bank of New York, as Trustee. (Incorporated by reference to
            Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the
            quarterly period ended October 31, 1998.)

4(z).       Supplemental Indenture, dated November 20, 1998, by and between the
            Company and The Bank of New York, as Trustee, with respect to the
            Company's 9-1/4% Senior Subordinated Notes due December 1, 2005.
            (Incorporated by reference to Exhibit 4(b) to the Company's
            Quarterly Report on Form 10-Q for the quarterly period ended October
            31, 1998.)

4(aa).      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 Company's Quarterly Report on Form 10-Q for the
            quarterly period ended October 31, 1998.)

</TABLE>

                                       17
<PAGE>

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

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

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

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

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

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

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

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

10(i).      1999 Non-employee Directors Stock Option Plan.

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

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

</TABLE>

                                       18
<PAGE>

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

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

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

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

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

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

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

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

</TABLE>

                                       19
<PAGE>

<TABLE>
<S>         <C>
10(t).      Lease by and between Robert Lewis Uccelli, guardian, as lessor, and
            Nevada Greens, a limited partnership, William N. Pennington, as
            trustee, and William G. Bennett, as trustee, and related Assignment
            of Lease. (Incorporated by reference to Exhibit 10(p) to the
            Company's Registration Statement (No. 33-4475) on Form S-1.)

10(u).      Agreement of Purchase, dated March 15, 1985, by and between Denio
            Brothers Trucking Company, as seller, and the Company, as buyer, and
            related lease by and between Denio Brothers Trucking Co., as lessor,
            and Nevada Greens, a limited partnership, William N. Pennington, as
            trustee, and William G. Bennett, as trustee, and related Assignment
            of Lease. (Incorporated by reference to Exhibit 10(q) to the
            Company's Registration Statement (No. 33-4475) on Form S-1.)

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

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

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

10(y).      First Amendment to Agreement and Plan of Merger, dated May 30, 1995,
            by and among the Company and M.S.E. Investments, Incorporated, Last
            Chance Investments, Incorporated, Goldstrike Investments,
            Incorporated, Diamond Gold, Inc., Gold Strike Aviation,
            Incorporated,

</TABLE>

                                       20
<PAGE>

<TABLE>
<S>         <C>
            Goldstrike Finance Company, Inc., Oasis Development Company, Inc.,
            Michael S. Ensign, William A. Richardson, David R. Belding, Peter A.
            Simon II and Robert J. Verchota. (Incorporated by reference to
            Exhibit 99.2 of the Schedule 13D of Michael S. Ensign relating to
            the Company's Common Stock, filed on June 12, 1995.)

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

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

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

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

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

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

</TABLE>

                                       21
<PAGE>

<TABLE>
<S>         <C>
10(ff).*    Amendment and Restatement of Employment Agreement dated November 1,
            1997, by and between the Company and Clyde Turner. (Incorporated by
            reference to Exhibit 10(ee) to the Company's Annual Report on Form
            10-K for the fiscal year ended January 31, 1998.)

10(gg).*    Agreement and Release dated January 17, 1998, by and between the
            Company and Clyde Turner. (Incorporated by reference to Exhibit
            10(ff) to the Company's Annual Report on Form 10-K for the fiscal
            year ended January 31, 1998.)

10(hh).*    Amendment and Restatement of Employment Agreement dated November 1,
            1997, by and between the Company and Michael S. Ensign.
            (Incorporated by reference to Exhibit 10(gg) to the Company's Annual
            Report on Form 10-K for the fiscal year ended January 31, 1998.)

10(ii).*    Amendment and Restatement of Employment Agreement dated November 1,
            1997, by and between the Company and Glenn W. Schaeffer.
            (Incorporated by reference to Exhibit 10(hh) to the Company's Annual
            Report on Form 10-K for the fiscal year ended January 31, 1998.)

10(jj).*    Amendment and Restatement of Employment Agreement dated November 1,
            1997, by and between the Company and William A. Richardson.
            (Incorporated by reference to Exhibit 10(ii) to the Company's Annual
            Report on Form 10-K for the fiscal year ended January 31, 1998.)

10(kk).*    Amendment and Restatement of Employment Agreement dated November 1,
            1997, by and between the Company and Antonio C. Alamo. (Incorporated
            by reference to Exhibit 10(kk) to the Company's Annual Report on
            Form 10-K for the fiscal year ended January 31, 1998.)

10(ll).*    Amendment and Restatement of Employment Agreement dated November 1,
            1997, by and between the Company and Gregg H. Solomon. (Incorporated
            by reference to Exhibit 10(ll) to the Company's Annual Report on
            Form 10-K for the fiscal year ended January 31, 1998.)

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

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

</TABLE>

                                       22
<PAGE>

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

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

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

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

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

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

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

</TABLE>

                                       23
<PAGE>

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

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

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

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

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

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

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

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

</TABLE>

                                       24
<PAGE>

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

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

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

10(ggg).    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 Company's
            Quarterly Report on Form 10-Q for the quarterly period ended July
            31, 1998.)

10(hhh).    First Amendment to the Amended and Restated Development Agreement,
            dated as of April 9, 1998, by and among Detroit Entertainments,
            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
            Company's Quarterly Report on Form 10-Q for the quarterly period
            ended July 31, 1998.)

10(iii).    Hotel Pre-opening Services Agreement, dated as of January 1, 1997,
            by and among the Company and Four Seasons Hotels Limited.
            (Incorporated by reference to Exhibit 10(kkk) to the Company's
            Annual Report on Form 10-K for the fiscal year ended January 31,
            1998.)

10(jjj).    Hotel Management Agreement, dated as of March 10, 1998, by and among
            the Company, Mandalay Corp. and Four Seasons Hotel Limited.
            (Incorporated by reference to Exhibit 10(lll) to the Company's
            Annual Report on Form 10-K for the fiscal year ended January 31,
            1998.)

</TABLE>

                                       25
<PAGE>

<TABLE>
<S>         <C>
10(kkk).    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 Company's Annual Report on Form
            10-K for the fiscal year ended January 31, 1998.)

10(lll).    Lease Intended As Security, dated October 30, 1998, among Circus
            Circus Leasing, Inc., as lessee; the Company, as guarantor; First
            Security Bank, National Association, as Trustee, 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 Company's Quarterly Report on Form 10-Q for the
            quarterly period ended October 31, 1998.)

10(mmm).    Guaranty, dated October 30, 1998, by the Company in favor of First
            Security Bank, National Association, as Trustee, and the Banks named
            therein. (Incorporated by reference to Exhibit 10(b) to the
            Company's Quarterly Report on Form 10-Q for the quarterly period
            ended October 31, 1998.)

10(nnn).*   Circus Circus Enterprises, Inc. Supplemental Executive Retirement
            Plan. (Incorporated by reference to Exhibit 10(c) to the Company's
            Quarterly Report on Form 10-Q for the quarterly period ended October
            31, 1998.)

13.         Portions of the Annual Report to Stockholders for the Year Ended
            January 31, 1999 specifically incorporated by reference as part of
            this Report.

21.         Subsidiaries of the Company.

23.         Consent of Arthur Andersen LLP.

23(b)       Consent of PricewaterhouseCoopers LLP

27.         Financial Data Schedule for the year ended January 31, 1999 as
            required under EDGAR.

</TABLE>

-------------

*        This exhibit is a management contract or compensatory plan or
         arrangement required to be filed as an exhibit to this Report.

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

                                       26
<PAGE>

         (b)      During the fourth quarter of the fiscal year ended January
31, 1999, the Company filed no Current Report on Form 8-K.

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

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


                                       27
<PAGE>

                                   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 GROUP
                                     (formerly Circus Circus Enterprises, Inc.)

Dated: March 23, 2000                By: GLENN SCHAEFFER
                                        ----------------------------------
                                        Glenn Schaeffer,
                                        President, Chief Financial Officer
                                        and Treasurer


                                       28
<PAGE>

                                INDEX TO EXHIBITS
                                   FORM 10-K/A
                                Fiscal Year Ended
                                January 31, 1999

<TABLE>
<CAPTION>
Exhibit
Number
-------
<S>          <C>
23(b).       Consent of PricewaterhouseCoopers LLP.

</TABLE>


                                       29