UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-K/A
Amendment No. 2

|(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, 2004                      
|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

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MANDALAY RESORT GROUP(Exact name of registrant as specified in its charter)

|NevadaState (or other jurisdiction of incorporation or organization)                      |  | 88-0121916(I.R.S. Employer Identification No.)
|----------------------------------------------------------------------------------------- |  | ----------------------------------------------
|3950 Las Vegas Boulevard South, Las Vegas, Nevada(Address of principal executive offices) |  | 89119(Zip Code)                               
|Registrant's telephone number, including area code:(702) 632-6700                        

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

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

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

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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 ý    No o

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 if this Form 10-K or any amendment to this
Form 10-K.    o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act).    Yes ý    No o

The aggregate market value of the voting and non-voting common equity held by persons other than the registrant's directors and executive officers as of
July 31, 2003 (the last business day of the registrant's most recently completed second fiscal quarter), based upon the last reported sale price on the New York Stock Exchange on such date, was
$1,946,637,793.

The
number of shares of registrant's Common Stock, $0.1-2/3 par value, outstanding at March 31, 2004: 66,579,970.

DOCUMENTS INCORPORATED BY REFERENCE

PART IIIPortions of the Registrant's definitive proxy statement filed with the Securities and Exchange Commission on May 26, 2004, are
incorporated by reference into Items 10, 11, 13 and 14.



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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Item 8 is amended herein solely for the purpose of including the audit report of Arthur Andersen LLP on the financial statements of Victoria Partners as of
December 31, 2001 and for the years ended December 31, 2001 and 2000.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                   |  | Page
|-------------------------------------------------------------------------------------------------- |  | ----
|MANDALAY RESORT GROUP                                                                              |  |     
|Consolidated Balance Sheets as of January 31, 2004 and 2003                                        |  | 3   
|Consolidated Statements of Income for each of the three years ended January 31, 2004               |  | 4   
|Consolidated Statements of Cash Flows for each of the three years ended January 31, 2004           |  | 5   
|Consolidated Statements of Stockholders' Equity for each of the three years ended January 31, 2004 |  | 6   
|Notes to Consolidated Financial Statements                                                         |  | 7   
|Report of Independent Registered Public Accounting Firm                                            |  | 34  
|Management's Report on Financial Statements                                                        |  | 35  
|Selected Quarterly Financial Information (Unaudited)                                               |  | 36  
|ELGIN RIVERBOAT RESORTRIVERBOAT CASINO                                                            |  |     
|Balance Sheets as of December 31, 2003 and 2002                                                    |  | 37  
|Statements of Income for each of the three years ended December 31, 2003                           |  | 38  
|Statements of Partners' Equity for each of the three years ended December 31, 2003                 |  | 39  
|Statements of Cash Flows for each of the three years ended December 31, 2003                       |  | 40  
|Notes to Financial Statements                                                                      |  | 41  
|Report of Independent Registered Public Accounting Firm                                            |  | 45  
|Report of Independent Accountants                                                                  |  | 46  
|VICTORIA PARTNERS                                                                                  |  |     
|Balance Sheets as of December 31, 2003 and 2002                                                    |  | 47  
|Statements of Income for each of the three years ended December 31, 2003                           |  | 48  
|Statements of Changes in Partners' Equity for each of the three years ended December 31, 2003      |  | 49  
|Statements of Cash Flows for each of the three years ended December 31, 2003                       |  | 50  
|Notes to Financial Statements                                                                      |  | 51  
|Report of Independent Registered Public Accounting Firm                                            |  | 55  
|Report of Independent Public Accountants                                                           |  | 56  

2

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MANDALAY RESORT GROUP AND SUBSIDIARIES        CONSOLIDATED BALANCE SHEETS

|                                                          |                                                                 | January 31,                               |                                           
|--------------------------------------------------------- | --------------------------------------------------------------- | ----------------------------------------- | ------------------------------------------
|
|
|ASSETS                                                    |                                                                 |                                           |                                           
|Current assets                                            |                                                                 |                                           |                                           
|                                                          | Cash and cash equivalents                                       |                                           | $                                         
|                                                          | Accounts receivable, net of allowance                           |                                           |                                           
|                                                          | Income tax receivable                                           |                                           |                                           
|                                                          | Inventories                                                     |                                           |                                           
|                                                          | Prepaid expenses                                                |                                           |                                           
|                                                          | Deferred income tax                                             |                                           |                                           
|                                                          |                                                                 |                                           |                                           
|                                                          |                                                                 |                                           | Total current assets                      
|                                                          |                                                                 |                                           |                                           
|Property, equipment and leasehold interests, at cost, net |                                                                 |                                           | 3,590,699                                 
|                                                          |                                                                 |                                           |                                           
|Other assets                                              |                                                                 |                                           |                                           
|                                                          | Excess of purchase price over fair value of net assets acquired |                                           |                                           
|                                                          | Investments in unconsolidated affiliates                        |                                           |                                           
|                                                          | Other investments                                               |                                           |                                           
|                                                          | Intangible development costs                                    |                                           |                                           
|                                                          | Deferred charges and other assets                               |                                           |                                           
|                                                          |                                                                 |                                           |                                           
|                                                          |                                                                 |                                           | Total other assets                        
|                                                          |                                                                 |                                           |                                           
|                                                          |                                                                 |                                           | Total assets                              
|                                                          |                                                                 |                                           |                                           
|LIABILITIES AND STOCKHOLDERS' EQUITY                      |                                                                 |                                           |                                           
|Current liabilities                                       |                                                                 |                                           |                                           
|                                                          | Current portion of long-term debt                               |                                           | $                                         
|                                                          | Accounts and contracts payable                                  |                                           |                                           
|                                                          |                                                                 | Trade                                     |                                           
|                                                          |                                                                 | Construction                              |                                           
|                                                          | Accrued liabilities                                             |                                           |                                           
|                                                          |                                                                 | Salaries, wages, vacations and bonuses    |                                           
|                                                          |                                                                 | Progressive jackpots                      |                                           
|                                                          |                                                                 | Advance room deposits                     |                                           
|                                                          |                                                                 | Interest                                  |                                           
|                                                          |                                                                 | Other                                     |                                           
|                                                          |                                                                 |                                           |                                           
|                                                          |                                                                 |                                           | Total current liabilities                 
|                                                          |                                                                 |                                           |                                           
|Long-term debt, net of current portion                    |                                                                 |                                           | 3,001,975                                 
|                                                          |                                                                 |                                           |                                           
|Other liabilities                                         |                                                                 |                                           |                                           
|                                                          | Deferred income tax                                             |                                           |                                           
|                                                          | Accrued intangible development costs                            |                                           |                                           
|                                                          | Deferred gain                                                   |                                           |                                           
|                                                          | Other long-term liabilities                                     |                                           |                                           
|                                                          |                                                                 |                                           |                                           
|                                                          |                                                                 |                                           | Total other liabilities                   
|                                                          |                                                                 |                                           |                                           
|                                                          |                                                                 |                                           | Total liabilities                         
|                                                          |                                                                 |                                           |                                           
|Commitments and contingent liabilities                    |                                                                 |                                           |                                           
|Minority interest                                         |                                                                 |                                           | 43,223                                    
|                                                          |                                                                 |                                           |                                           
|Stockholders' equity                                      |                                                                 |                                           |                                           
|                                                          | Common stock $.012/3 par value                                  |                                           |                                           
|                                                          |                                                                 | Authorized450,000,000 shares             |                                           
|                                                          |                                                                 | Issued113,654,263 and 113,634,013 shares |                                           
|                                                          | Preferred stock $.01 par value                                  |                                           |                                           
|                                                          |                                                                 | Authorized75,000,000 shares              |                                           
|                                                          | Additional paid-in capital                                      |                                           |                                           
|                                                          | Retained earnings                                               |                                           |                                           
|                                                          | Deferred compensation                                           |                                           |                                           
|                                                          | Accumulated other comprehensive loss                            |                                           |                                           
|                                                          | Treasury stock (48,242,286 and 51,061,847 shares), at cost      |                                           |                                           
|                                                          |                                                                 |                                           |                                           
|                                                          |                                                                 |                                           | Total stockholders' equity                
|                                                          |                                                                 |                                           |                                           
|                                                          |                                                                 |                                           | Total liabilities and stockholders' equity
|                                                          |                                                                 |                                           |                                           

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

3

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MANDALAY RESORT GROUP AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF INCOME

|                                                                    |                                                                                | Year ended January 31, |           
|------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ---------------------- | ----------
|
|
|Revenues                                                            |                                                                                |                        |           
|                                                                    | Casino                                                                         |                        | $         
|                                                                    | Hotel                                                                          |                        |           
|                                                                    | Food and beverage                                                              |                        |           
|                                                                    | Other                                                                          |                        |           
|                                                                    |                                                                                |                        |           
|                                                                    |                                                                                |                        | 2,666,783 
|                                                                    | Less-complimentary allowances                                                  |                        |           
|                                                                    |                                                                                |                        |           
|                                                                    |                                                                                |                        | 2,491,099 
|                                                                    |                                                                                |                        |           
|Costs and expenses                                                  |                                                                                |                        |           
|                                                                    | Casino                                                                         |                        |           
|                                                                    | Hotel                                                                          |                        |           
|                                                                    | Food and beverage                                                              |                        |           
|                                                                    | Other operating expenses                                                       |                        |           
|                                                                    | General and administrative                                                     |                        |           
|                                                                    | Corporate general and administrative                                           |                        |           
|                                                                    | Depreciation and amortization                                                  |                        |           
|                                                                    | Operating lease rent                                                           |                        |           
|                                                                    | Preopening expenses                                                            |                        |           
|                                                                    | Impairment loss                                                                |                        |           
|                                                                    | Write-off of intangible asset                                                  |                        |           
|                                                                    |                                                                                |                        |           
|                                                                    |                                                                                |                        | 2,081,841 
|                                                                    |                                                                                |                        |           
|Equity in earnings of unconsolidated affiliates                     |                                                                                |                        | 81,183    
|                                                                    |                                                                                |                        |           
|Income from operations                                              |                                                                                |                        | 490,441   
|                                                                    |                                                                                |                        |           
|Other income (expense)                                              |                                                                                |                        |           
|                                                                    | Interest, dividends and other income                                           |                        |           
|                                                                    | Guarantee fees from unconsolidated affiliate                                   |                        |           
|                                                                    | Interest expense                                                               |                        |           
|                                                                    | Loss on early extinguishment of debt, net of related gain on swap terminations |                        |           
|                                                                    | Net interest from unconsolidated affiliates                                    |                        |           
|                                                                    |                                                                                |                        |           
|                                                                    |                                                                                |                        | (200,770  
|                                                                    |                                                                                |                        |           
|Minority interest                                                   |                                                                                |                        | (57,353   
|                                                                    |                                                                                |                        |           
|Income before provision for income taxes                            |                                                                                |                        | 232,318   
|Provision for income taxes                                          |                                                                                |                        | (82,471   
|                                                                    |                                                                                |                        |           
|Income before cumulative effect of a change in accounting principle |                                                                                |                        | 149,847   
|Cumulative effect of a change in accounting for goodwill            |                                                                                |                        |          
|                                                                    |                                                                                |                        |           
|Net income                                                          |                                                                                | $                      | 149,847   
|                                                                    |                                                                                |                        |           
|Basic earnings per share:                                           |                                                                                |                        |           
|                                                                    | Income before cumulative effect of a change in accounting principle            |                        | $         
|                                                                    | Cumulative effect of a change in accounting principle                          |                        |           
|                                                                    |                                                                                |                        |           
|                                                                    | Net income                                                                     |                        | $         
|                                                                    |                                                                                |                        |           
|Diluted earnings per share:                                         |                                                                                |                        |           
|                                                                    | Income before cumulative effect of a change in accounting principle            |                        | $         
|                                                                    | Cumulative effect of a change in accounting principle                          |                        |           
|                                                                    |                                                                                |                        |           
|                                                                    | Net income                                                                     |                        | $         
|                                                                    |                                                                                |                        |           
|Average shares outstanding (basic)                                  |                                                                                |                        | 62,316,945
|                                                                    |                                                                                |                        |           
|Average shares outstanding (diluted)                                |                                                                                |                        | 64,881,844
|                                                                    |                                                                                |                        |           

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

4

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MANDALAY RESORT GROUP AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                     |                                                                                                      | Year ended January 31,                                                           |                                                                                                     
|---------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------
|
|
|Cash flows from operating activities                 |                                                                                                      |                                                                                  |                                                                                                     
|                                                     | Net income                                                                                           |                                                                                  | $                                                                                                   
|                                                     |                                                                                                      |                                                                                  |                                                                                                     
|                                                     |                                                                                                      | Adjustments to reconcile net income to net cash provided by operating activities |                                                                                                     
|                                                     |                                                                                                      |                                                                                  | Depreciation and amortization                                                                       
|                                                     |                                                                                                      |                                                                                  | Provision for bad debts                                                                             
|                                                     |                                                                                                      |                                                                                  | Increase (decrease) in deferred income tax                                                          
|                                                     |                                                                                                      |                                                                                  | Tax benefit from stock option exercises                                                             
|                                                     |                                                                                                      |                                                                                  | (Decrease) increase in interest payable                                                             
|                                                     |                                                                                                      |                                                                                  | Increase in accrued pension cost                                                                    
|                                                     |                                                                                                      |                                                                                  | Loss on disposition of fixed assets                                                                 
|                                                     |                                                                                                      |                                                                                  | Impairment loss                                                                                     
|                                                     |                                                                                                      |                                                                                  | Write-off of intangible asset                                                                       
|                                                     |                                                                                                      |                                                                                  | Cumulative effect of accounting change                                                              
|                                                     |                                                                                                      |                                                                                  | Unconsolidated affiliates' (earnings in excess of distributions) distributions in excess of earnings
|                                                     |                                                                                                      |                                                                                  | Minority interest in earnings, net of distributions                                                 
|                                                     |                                                                                                      |                                                                                  | Changes in assets and liabilities:                                                                  
|                                                     |                                                                                                      |                                                                                  |                                                                                                     
|                                                     |                                                                                                      |                                                                                  |                                                                                                     
|                                                     |                                                                                                      |                                                                                  |                                                                                                     
|                                                     |                                                                                                      |                                                                                  | Other                                                                                               
|                                                     |                                                                                                      |                                                                                  |                                                                                                     
|                                                     |                                                                                                      |                                                                                  |                                                                                                     
|                                                     |                                                                                                      |                                                                                  |                                                                                                     
|                                                     | Net cash provided by operating activities                                                            |                                                                                  |                                                                                                     
|                                                     |                                                                                                      |                                                                                  |                                                                                                     
|Cash flows from investing activities                 |                                                                                                      |                                                                                  |                                                                                                     
|                                                     | Capital expenditures                                                                                 |                                                                                  |                                                                                                     
|                                                     | Increase in construction payable                                                                     |                                                                                  |                                                                                                     
|                                                     | Increase in other investments                                                                        |                                                                                  |                                                                                                     
|                                                     | Increase in investments in unconsolidated affiliates                                                 |                                                                                  |                                                                                                     
|                                                     | Development agreement costs                                                                          |                                                                                  |                                                                                                     
|                                                     | Other                                                                                                |                                                                                  |                                                                                                     
|                                                     |                                                                                                      |                                                                                  |                                                                                                     
|                                                     | Net cash used in investing activities                                                                |                                                                                  |                                                                                                     
|                                                     |                                                                                                      |                                                                                  |                                                                                                     
|Cash flows from financing activities                 |                                                                                                      |                                                                                  |                                                                                                     
|                                                     | Proceeds from issuance of senior notes and convertible senior debentures                             |                                                                                  |                                                                                                     
|                                                     | Proceeds from sale-leaseback transactions                                                            |                                                                                  |                                                                                                     
|                                                     | Proceeds from equipment financing                                                                    |                                                                                  |                                                                                                     
|                                                     | Net effect on cash of issuances and payments of debt with initial maturities of three months or less |                                                                                  |                                                                                                     
|                                                     | Principal payments of debt with initial maturities in excess of three months                         |                                                                                  |                                                                                                     
|                                                     | Debt premium on reverse interest swap termination                                                    |                                                                                  |                                                                                                     
|                                                     | Debt issuance costs                                                                                  |                                                                                  |                                                                                                     
|                                                     | Exercise of stock options                                                                            |                                                                                  |                                                                                                     
|                                                     | Purchases of treasury stock                                                                          |                                                                                  |                                                                                                     
|                                                     | Settlements and interest under equity forward agreements, net of tax benefit                         |                                                                                  |                                                                                                     
|                                                     | Reversal of deferred gain                                                                            |                                                                                  |                                                                                                     
|                                                     | Payment of cash dividend                                                                             |                                                                                  |                                                                                                     
|                                                     | Other                                                                                                |                                                                                  |                                                                                                     
|                                                     |                                                                                                      |                                                                                  |                                                                                                     
|                                                     | Net cash provided by (used in) financing activities                                                  |                                                                                  |                                                                                                     
|                                                     |                                                                                                      |                                                                                  |                                                                                                     
|Net increase (decrease) in cash and cash equivalents |                                                                                                      |                                                                                  | 5,048                                                                                               
|Cash and cash equivalents at beginning of year       |                                                                                                      |                                                                                  | 148,442                                                                                             
|                                                     |                                                                                                      |                                                                                  |                                                                                                     
|Cash and cash equivalents at end of year             |                                                                                                      | $                                                                                | 153,490                                                                                             
|                                                     |                                                                                                      |                                                                                  |                                                                                                     
|Supplemental cash flow disclosures                   |                                                                                                      |                                                                                  |                                                                                                     
|                                                     | Cash paid for interest (net of amounts capitalized of $7,624, $13,203 and $1,039)                    |                                                                                  | $                                                                                                   
|                                                     | Cash paid for income taxes                                                                           |                                                                                  | $                                                                                                   
|                                                     | Noncash items                                                                                        |                                                                                  |                                                                                                     
|                                                     | (Increase) decrease in market value of investment in insurance contracts                             |                                                                                  | $                                                                                                   
|                                                     | (Increase) decrease in market value of interest rate swaps                                           |                                                                                  | $                                                                                                   
|                                                     | Minimum pension liability adjustment                                                                 |                                                                                  | $                                                                                                   
|                                                     | Accrual of development agreement costs                                                               |                                                                                  | $                                                                                                   
|                                                     | Application of deposit for purchase of equipment                                                     |                                                                                  | $                                                                                                   

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

5

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MANDALAY RESORT GROUP AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

|                          |                                                                                      | Common Stock Issued        |    |   |       |   |   |         |         |   |           |         |   |      |     
|------------------------- | ------------------------------------------------------------------------------------ | -------------------------- | -- | - | ----- | - | - | ------- | ------- | - | --------- | ------- | - | ---- | ----
|
|
|
|
|Balance, January 31, 2001 |                                                                                      | 113,634                    |    | $ | 1,894 |   | $ | 572,207 |         | $ | 1,321,332 |         | $ |     |     
|                          | Net income                                                                           |                            |   |   |       |  |   |         |        |   |           | 53,044  |   |      |    
|                          | Minimum pension liability adjustment                                                 |                            |   |   |       |  |   |         |        |   |           |        |   |      |    
|                          | Interest rate swap market adjustment                                                 |                            |   |   |       |  |   |         |        |   |           |        |   |      |    
|                          |                                                                                      |                            |    |   |       |   |   |         |         |   |           |         |   |      |     
|                          |                                                                                      | Total comprehensive income |    |   |       |   |   |         |         |   |           |         |   |      |     
|                          | Exercise of stock options, net of tax benefit                                        |                            |   |   |       |  |   |         | 689     |   |           |        |   |      |    
|                          | Treasury stock acquired (5,186 shares), at cost                                      |                            |   |   |       |  |   |         |        |   |           |        |   |      |    
|                          | Interim settlements and interest under equity forward agreements, net of tax benefit |                            |   |   |       |  |   |         |        |   |           |        |   |      |    
|                          | Other                                                                                |                            |   |   |       |  |   |         | 96      |   |           |        |   |      |    
|                          |                                                                                      |                            |    |   |       |   |   |         |         |   |           |         |   |      |     
|Balance, January 31, 2002 |                                                                                      | 113,634                    |    |   | 1,894 |   |   | 572,992 |         |   | 1,374,376 |         |   |     |     
|                          | Net income                                                                           |                            |   |   |       |  |   |         |        |   |           | 115,603 |   |      |    
|                          | Minimum pension liability adjustment                                                 |                            |   |   |       |  |   |         |        |   |           |        |   |      |    
|                          | Interest rate swap market adjustment                                                 |                            |   |   |       |  |   |         |        |   |           |        |   |      |    
|                          |                                                                                      |                            |    |   |       |   |   |         |         |   |           |         |   |      |     
|                          |                                                                                      | Total comprehensive income |    |   |       |   |   |         |         |   |           |         |   |      |     
|                          | Exercise of stock options, net of tax benefit                                        |                            |   |   |       |  |   |         | 8,203   |   |           |        |   |      |    
|                          | Treasury stock acquired (7,470 shares), at cost                                      |                            |   |   |       |  |   |         |        |   |           |        |   |      |    
|                          | Interim settlements and interest under equity forward agreements, net of tax benefit |                            |   |   |       |  |   |         |        |   |           |        |   |      |    
|                          | Other                                                                                |                            |   |   |       |  |   |         | (29     | ) |           |        |   |      |    
|                          |                                                                                      |                            |    |   |       |   |   |         |         |   |           |         |   |      |     
|Balance, January 31, 2003 |                                                                                      | 113,634                    |    |   | 1,894 |   |   | 581,166 |         |   | 1,489,979 |         |   |     |     
|Net income                |                                                                                      |                           |    |   |      |   |   |        |         |   | 149,847   |         |   |     |     
|                          | Minimum pension liability adjustment                                                 |                            |   |   |       |  |   |         |        |   |           |        |   |      |    
|                          | Interest rate swap market adjustment                                                 |                            |   |   |       |  |   |         |        |   |           |        |   |      |    
|                          |                                                                                      |                            |    |   |       |   |   |         |         |   |           |         |   |      |     
|                          |                                                                                      | Total comprehensive income |    |   |       |   |   |         |         |   |           |         |   |      |     
|                          | Exercise of stock options, net of tax benefit                                        |                            |   |   |       |  |   |         | (32,840 | ) |           |        |   |      |    
|                          | Final settlement and interest under equity forward agreements, net of tax benefit    |                            |   |   |       |  |   |         |        |   |           |        |   |      |    
|                          | Restricted stock                                                                     |                            | 20 |   |       |  |   |         | 696     |   |           |        |   |      | (540
|                          | Dividend                                                                             |                            |   |   |       |  |   |         |        |   |           | (47,627 | ) |      |    
|                          |                                                                                      |                            |    |   |       |   |   |         |         |   |           |         |   |      |     
|Balance, January 31, 2004 |                                                                                      | 113,654                    |    | $ | 1,894 |   | $ | 549,022 |         | $ | 1,592,199 |         | $ | (540 | )   
|                          |                                                                                      |                            |    |   |       |   |   |         |         |   |           |         |   |      |     

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

6

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MANDALAY RESORT GROUP AND SUBSIDIARIES        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 in Nevada. 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 casino. 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 5Investments in Unconsolidated Affiliates.)

The
consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and the Detroit joint venture (53.5% owned), 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. The Company views
each casino property as an operating segment and all such operating segments have been aggregated into one reporting segment.

In
January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"), which addresses consolidation by business enterprises
where equity investors do not bear
the residual economic risks and rewards. These entities are commonly referred to as "special-purpose entities." The provisions of FIN 46 were required to be applied prospectively for all
variable-interest entities created after January 31, 2003. In December 2003, the FASB issued a revision to FIN 46 to clarify some of the provisions of the original interpretation and to
exempt certain entities from its requirements. The additional guidance explains how to identify variable-interest entities and how an enterprise should assess its interest in an entity to decide
whether to consolidate that entity. Application of revised FIN 46 is required for public companies with interests in "special-purpose entities" for periods ending after December 15, 2003.
Application for all other types of variable-interest entities is required in financial statement periods ending after March 15, 2004. The Company does not expect FIN 46 to have a significant
impact on its results of operations or financial position.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. On a regular basis, management evaluates its estimates, including those related to bad debts,
intangible assets, self-insurance liabilities, income taxes, contingencies and litigation. Actual results could differ from those estimates.

CASH EQUIVALENTS

At January 31, 2004 and 2003, cash equivalents (consisting principally of money market funds and instruments with maturities at date of purchase of three
months or less) had a cost approximately equal to market value.

INVENTORIES

Inventories (consisting primarily of food, beverage and retail inventories) are stated at the lower of cost or market. Cost is determined using the
first-in, first-out and the average cost methods.

7

---



PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are
charged to expense as incurred. Gains or losses on dispositions of property and equipment are included in the determination of income.

Depreciation
and amortization of property, equipment and leasehold interests are provided using the straight-line method over the following estimated useful lives:

Buildings and improvements

15-45 yearsEquipment, furniture and fixtures

3-15 yearsLeasehold interests and improvements

5-16 years


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. Capitalization of
interest ceases when a project is substantially complete or construction activities are no longer underway. The amounts capitalized during the years ended January 31, 2004, 2003 and 2002, were
$7.6 million, $13.2 million and $1.0 million, respectively.

LONG-LIVED ASSETS

Long-lived assets are comprised of goodwill, indefinite-life intangible assets, property and equipment and other assets. Accounting for
goodwill and indefinite-life intangible assets is discussed in Note 4 and Note 7, respectively. Property and equipment and other assets are reviewed for impairment, on a
property by property basis (the lowest level for which there are identifiable cash flows), whenever events or changes in circumstances indicate that the carrying amount of the asset may not be
recoverable. Pursuant to applicable accounting rules, 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. If an asset is determined to be impaired based on expected future cash flows, a loss, measured by the amount by which the carrying amount of the asset exceeds
the fair value of the asset, is recognized in the consolidated statements of income. Assets to be disposed of are reported at the lower of the carrying amount or their estimated net realizable value.

In
August 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("SFAS 144"). SFAS 144, which was adopted by the Company in fiscal 2003, supercedes Statement of Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121"), and portions of other accounting statements. The provisions applicable to the
Company under SFAS 144 are substantially the same as those under SFAS 121.

Pursuant
to SFAS 121, the Company determined that the carrying values of its two Jean properties, Gold Strike and Nevada Landing, exceeded their fair values and, accordingly,
recognized an impairment loss of $52.0 million in fiscal 2002. The properties' fair values were determined based upon several valuation approaches, including discounted future cash flows and
cash flow multiples. The write-down was attributable to a downturn in operating results at these properties over the past few years due to the continued expansion of Native American
casinos in California. Of the $52.0 million write-down, $17.9 million represented goodwill.

8

---



SELF-INSURANCE

The Company is self-insured up to certain limits for workers' compensation and employee medical claims. Self-insurance reserves are
estimated based on the Company's claims experience and are included in accrued liabilities on the consolidated balance sheets. The
self-insurance reserves at January 31, 2004 and 2003 were $10.5 million and $8.0 million, respectively.

TREASURY STOCK

Shares purchased and placed in treasury are valued at cost. Shares are removed from treasury using the first-in, first-out method.
Interest charges and other fees related to the Company's equity forward agreements are included in treasury stock, net of the related tax benefit. (See Note 17Equity Forward
Agreements.)

REVENUE RECOGNITION

Casino revenue is derived primarily from patrons wagering on slot machines, table games and other gaming activities. Table games typically include Blackjack or
Twenty One, Craps, Baccarat and Roulette. Other gaming activities include Keno, Poker and Race and Sports. Casino revenues represent the net difference between the sums received as winnings and the
sums paid as losses. Incentives, such as discounts to induce casino play and player club points (discussed more fully below), are deducted from gross casino revenues.

Hotel,
food and beverage, entertainment and other operating revenues are recognized as services are performed. Advance deposits on rooms and advance ticket sales are recorded as accrued
liabilities until services are provided to the customer. The retail value of accommodations, food and beverage, and other services furnished to hotel-casino guests without charge is included in gross
revenue and then deducted as complimentary allowances.

The
estimated cost of providing such complimentary allowances, as they relate to the casino department, was included in casino expenses as follows:

Year ended January 31,2004

2003

2002(in thousands)Rooms

$
18,847

$
17,368

$
19,341Food and beverage


90,107


89,218


93,405Other


11,890


10,972


13,405$
120,844

$
117,558

$
126,151


PLAYERS' CLUB POINTS

The Company's players' club allows customers to earn "points" based on the volume of their gaming activity. These points are redeemable for cash rebates and/or
certain complimentary services. Expense is accrued (reflected as a reduction of casino revenues) as the points are earned based upon their historical redemption rate multiplied by the cash value or
the cost of providing the applicable complimentary services. The amount by which casino revenues were reduced was $29.7 million, $30.0 million and $28.3 million in the years ended
January 31, 2004, 2003 and 2002, respectively.

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 are expensed as incurred.

9

---



For
the year ended January 31, 2004, preopening expenses of $8.2 related primarily to our new all-suites tower, THEhotel at Mandalay Bay that opened in
December 2003, and Mandalay Place, the new retail center connecting Mandalay Bay and Luxor that opened in October 2003. For the year ended January 31, 2003, preopening expenses of
$4.6 million related primarily to the new convention center at Mandalay Bay that opened in January 2003. For the year ended January 31, 2002, preopening expenses of
$2.2 million also related primarily to the new convention center.

INCOME TAXES

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of a change in
tax rates on the income tax provision and deferred tax assets and liabilities is recognized in the results of operations in the period that includes the enactment date.

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. Anti-dilutive securities are not included in the computation of
earnings per share. The total of all such anti-dilutive securities was immaterial for all periods presented.

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 31,2004

2003

2002(in thousands, except
per share data)Net income

$
149,847

$
115,603

$
53,044Weighted-average shares outstanding (basic)


62,317


67,556


72,799Dilutive effect of stock options


2,565


2,524


1,661Equity forward contract





78


Weighted-average shares outstanding (diluted)


64,882


70,158


74,460Basic earnings per share

$
2.40

$
1.71

$
.73Diluted earnings per share

$
2.31

$
1.65

$
.71


STOCK-BASED COMPENSATION

The Company has various employee stock option plans as more fully described in Note 15Stock Options and Restricted Stock. Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") provides 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, "Accounting for Stock Issued to Employees" ("APB 25"). The Company has
elected to continue to apply APB 25 and related interpretations in accounting for its stock option plans using the intrinsic value method. Intrinsic value represents the excess, if any, of the

10

---



market
price of the underlying common stock at the grant date over the exercise price of the stock option. Since all stock options granted had an exercise price equal to the market value of the
underlying common stock on the date of grant, no compensation expense related to stock options was reflected in net income. Had compensation expense related to stock options been determined in
accordance with the fair value recognition provisions of SFAS 123, the effect on the Company's net income and basic and diluted earnings per share would have been as follows:

Year ended January 31,2004

2003

2002(in thousands, except share data)Net income as reported

$
149,847

$
115,603

$
53,044Less total stock-based employee compensation expense determined under the fair value method, net of tax


(2,834
)

(8,224
)

(10,415
)Pro forma net income

$
147,013

$
107,379

$
42,629Net income per share (basic)As reported

$
2.40

$
1.71

$
.73Pro forma


2.36


1.59


.59Net income per share (diluted)As reported

$
2.31

$
1.65

$
.71Pro forma


2.27


1.53


.57


The
fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted-average assumptions:

Year ended January 31,2004

2003

2002Expected stock price volatility


36.0
%

40.7
%

41.9
%Risk-free interest rate


2.0
%

2.3
%

4.2
%Expected option lives (years)


4.4


4.1


2.9Dividend yield


2.5
%

0.0
%

0.0
%Estimated fair value of options granted (per share)

$
7.40

$
9.58

$
6.10


The
Company has also issued restricted stock pursuant to one of its stock incentive plans. The total value of each restricted stock grant, based upon the fair market value of the stock
on the date of grant, is initially reported as deferred compensation under stockholders' equity. This deferred compensation is then amortized to compensation expense over the related vesting period.
The following table shows the amount of compensation expense reflected in the income statements related to grants of restricted stock (in thousands):

Year ended January 31,2004

2003

2002Compensation expense

$
156

$


$



COMPREHENSIVE INCOME

Comprehensive income is a broad concept of an enterprise's financial performance that includes all changes in equity during a period that arise from transactions
and economic events from nonowner sources. Comprehensive income is net income plus "other comprehensive income," which consists of revenues, expenses, gains and losses that do not affect net income
under accounting principles generally

11

---



accepted
in the United States. Other comprehensive income for the Company includes adjustments for minimum pension liability and adjustments to interest rate swaps, net of tax.

The
accumulated other comprehensive loss reflected on the balance sheet consisted of the following:

January 31,2004

2003(in thousands)Minimum pension liability adjustment

$
23,293

$
11,370Adjustment to interest rate swaps





5,550Accumulated other comprehensive loss

$
23,293

$
16,920


RECLASSIFICATIONS

During fiscal 2003, the Company changed its presentation of equity in earnings of unconsolidated affiliates, which was previously reported as a component of
revenues. The Company now reports equity in earnings of unconsolidated affiliates as a separate component of income from operations on the consolidated statements of income under a separate caption
titled "Equity in Earnings of Unconsolidated Affiliates." Prior years have been reclassified to conform with the new presentation. This reclassification had no effect on previously reported income
from operations or net income.

The
consolidated financial statements for prior years reflect certain other reclassifications to conform to classifications adopted in the current year. These reclassifications had no
effect on previously reported net income.

RECENTLY ISSUED ACCOUNTING STANDARDS

During the period covered by these financial statements, the FASB has issued certain pronouncements on accounting policies that the Company has adopted as
prescribed. The adoption of these accounting policies did not have a material impact on the Company's financial position or results of operations.

Note 2. Accounts Receivable

The Company extends credit to approved casino customers. These receivables are the principal financial instruments that potentially subject the Company to
concentration of credit risk. The Company maintains an allowance for doubtful accounts to reduce the receivables to their estimated collectible amount, which approximates fair value. As of
January 31, 2004, management believes that there are no concentrations of credit risk for which an allowance has not been established and recorded. The collectibility of foreign and domestic
receivables could be affected by future business or economic conditions or other significant events in the United States or in the countries in which foreign customers reside. Bad debt expense was
$2.1 million, $7.2 million and $20.4 million for the years ended January 31, 2004, 2003 and 2002, respectively.

12

---



Accounts receivable consisted of the following:

January 31,2004

2003(in thousands)Casino

$
44,139

$
47,307Hotel


31,724


28,129Other


10,726


7,13786,589


82,573Lessallowance for doubtful accounts


(13,999
)

(27,270
)$
72,590

$
55,303


The
above allowance for doubtful accounts includes $12.3 million and $25.7 million related to casino receivables at January 31, 2004 and 2003, respectively.

Note 3. Property, Equipment and Leasehold Interests

Property, equipment and leasehold interests consisted of the following:

January 31,2004

2003(in thousands)Land and land leases

$
401,171

$
396,794Buildings and improvements


3,610,601


3,263,074Equipment, furniture and fixtures


1,128,406


737,566Leasehold interests and improvements


3,525


8,6465,143,703


4,406,080Lessaccumulated depreciation and amortization


(1,596,022
)

(1,266,465
)3,547,681


3,139,615Construction in progress


43,018


62,020$
3,590,699

$
3,201,635


Note 4. Goodwill

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 $4.2 million.

On
June 1, 1995, the Company completed its acquisition of a group of properties (collectively, the "Gold Strike Properties") consisting of (i) two hotel/casino facilities
in Jean, Nevada (see Note 1 regarding an impairment loss at these properties); (ii) a hotel/casino in Henderson, Nevada; (iii) a 50% interest in a joint venture which owns Grand
Victoria, a riverboat casino and land-based entertainment complex in Elgin, Illinois; and (iv) a 50% interest in a joint venture which owns Monte Carlo, a major hotel/casino on the
Las Vegas Strip. The excess of the purchase price over the fair market value of the net assets acquired amounted to $394.5 million.

When
the Gold Strike acquisition was consummated, the Company recorded the entire excess of the purchase price over the fair market value of net assets acquired as goodwill. However, the
majority of the excess related to the value of the investments in Grand Victoria and Monte Carlo. Since the amount was not assigned to the specific assets (e.g., property and equipment) of the joint
ventures, it was properly treated as goodwill. With the adoption of SFAS 142, it was determined that goodwill

13

---



related
to investments in unconsolidated affiliates should be reviewed differently for impairment than other goodwill. Therefore, unamortized goodwill of $309.2 million at January 31,
2002 was reclassified to investment in unconsolidated affiliates. This reclassification had no impact on the Company's reported net income.

On
December 14, 1999, the Company purchased an additional ownership interest in a joint venture which operates MotorCity Casino, a casino in Detroit, Michigan, bringing its total
ownership interest in the joint venture to 53.5%. The excess of the purchase price over the fair market value of the net assets acquired amounted to $38.4 million.

In
June 2001, the FASB issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142 provides that
goodwill will no longer be amortized, but will instead be reviewed for impairment at least annually. SFAS 142 was adopted by the Company on February 1, 2002.

As
of February 1, 2002, the Company had approximately $45.4 million of unamortized goodwill. Most of this total related to the fiscal 2000 purchase of an additional
ownership interest in the joint venture
which operates MotorCity Casino. In accordance with SFAS 142, each property with assigned goodwill is to be valued as an operating entity. If the fair value of the operating entity is greater
than the book value, including assigned goodwill, no further testing is required. However, if the book value, including goodwill, is greater than the fair value of the operating entity, the assets and
liabilities of the operating entity need to be valued. The difference between the fair value of the operating entity and the fair value of the assets represents the implied fair value of goodwill. To
the extent that the implied fair value of goodwill is less than the book value of goodwill, an impairment charge must be recognized as a cumulative effect of a change in accounting principle upon
adoption.

The
Company completed its implementation analysis of the goodwill arising from its prior acquisitions. For purposes of this analysis, the fair value of the operating entities was
determined using a combination of a discounted cash flow model and a valuation multiple or, in certain instances, an independent appraisal. Based upon this analysis, the Company recorded an impairment
charge of $1.9 million, representing the unamortized goodwill associated with the June 1, 1995 acquisition of the Railroad Pass Hotel and Casino. This charge was reflected as a
cumulative effect of a change in accounting principle in fiscal 2003.

The
Company completed its annual review of impairment for fiscal 2003, pursuant to which it recorded an impairment loss of $5.4 million, representing the unamortized goodwill
associated with the February 1, 1983 acquisition of the Edgewater Hotel and Casino in Laughlin, Nevada. A decline in income from operations at that property, along with lowered expectations for
the Laughlin market, indicated impairment.

The
Company has also completed its annual review of impairment for fiscal 2004 and no additional impairments were noted.

14

---



The
Company recorded goodwill amortization of $11.8 million in the year ended January 31, 2002. Had SFAS 142 been in effect for this prior period, the Company would
have reported the following:

Year ended January 31, 2002(in thousands)Net income as reported

$
53,044Goodwill amortization


11,801Adjusted net income

$
64,845Adjusted net income per sharebasic

$
..89Adjusted net income per sharediluted

$
..87


Note 5. 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 consisted of the following:

January 31,2004

2003(in thousands)Circus and Eldorado Joint Venture (50%)(Silver Legacy, Reno, Nevada)

$
60,032

$
57,615Elgin Riverboat Resort (50%)(Grand Victoria, Elgin, Illinois)


246,637


249,040Victoria Partners (50%)(Monte Carlo, Las Vegas, Nevada)


266,637


266,690$
573,306

$
573,345


The
investment balances for Grand Victoria and Monte Carlo are greater than the carrying values of the net assets of the respective unconsolidated affiliates due primarily to goodwill
recognized when the Company acquired the investments. (See Note 4Goodwill.) In July 2002, the Company made an additional equity contribution of $43.5 million to
Victoria Partners. These funds, along with an identical equity contribution by the Company's partner, were used to payoff the remaining balance on Monte Carlo's credit facility.

The
Company's unconsolidated affiliates operate with fiscal years ending on December 31. Combined summarized balance sheet information of the unconsolidated affiliates as of
December 31, 2003 and 2002 is as follows:

2003

2002(in thousands)Current assets

$
103,968

$
118,791Property and other assets, net


632,876


643,854Current liabilities


78,875


86,876Long-term debt and other liabilities


162,046


170,285Equity


495,923


505,484


15

---



Selected
results of operations for each of the unconsolidated affiliates for the years ended December 31, 2003, 2002 and 2001 are as follows:

December 31, 2003

Silver
Legacy

Grand
Victoria

Monte
Carlo

Total(in thousands)Revenues

$
151,955

$
379,157

$
260,255

$
791,367Expenses


126,451


312,854


186,413


625,718Operating income


25,504


66,303


73,842


165,649Net income


9,496


66,544


73,948


149,988


December 31, 2002

Silver
Legacy

Grand
Victoria

Monte
Carlo

Total(in thousands)Revenues

$
159,432

$
402,869

$
250,317

$
812,618Expenses


129,124


300,803


184,268


614,195Operating income


30,308


102,066


66,049


198,423Net income


16,766


102,683


64,979


184,428


December 31, 2001

Silver
Legacy

Grand
Victoria

Monte
Carlo

Total(in thousands)Revenues

$
164,677

$
410,248

$
256,586

$
831,511Expenses


130,595


284,101


189,737


604,433Operating income


34,082


126,147


66,849


227,078Net income


21,120


127,594


62,575


211,289


Note 6. Other Investments

The Company has adopted a Supplemental Executive Retirement Plan ("SERP"), a defined benefit plan pursuant to which the Company pays supplemental pension benefits
to certain key employees upon retirement. The SERP is an unfunded plan. However, the Company is informally funding the plan through life insurance contracts on the participants. These life insurance
contracts had cash surrender values of $53.7 million and $35.2 million at January 31, 2004 and 2003, respectively. (See Note 14Employee Retirement Plans for
additional information regarding the SERP.)

Note 7. Intangible Development Costs

On August 2, 2002, the Detroit City Council approved a revised development agreement pursuant to which MotorCity Casino will expand its current facility by
December 31, 2005. Under the revised development agreement, MotorCity Casino had paid the City of Detroit $39.8 million as of January 31, 2004, and is obligated to pay an
additional $4.2 million by May 2004. MotorCity is further obligated, through letters of credit issued by the Company, to fund approximately $49.4 million to repay bonds issued by
the Economic Development Corporation of the City of Detroit. The Company recorded an intangible asset of $93.4 million, representing the total of the above obligations. As of January 31,
2004, the remaining unpaid obligation is $53.6 million ($4.2 million current portion). These intangible development costs have an indefinite life. Based on the Company's annual
assessment of intangible development costs for fiscal 2004, the Company does not believe that an impairment has occurred or is likely to occur in the near term. (See
Note 18Commitments and Contingent Liabilities for additional details regarding the Company's Detroit joint venture.)

16

---



Note 8. Deferred Charges and Other Assets

Deferred charges and other assets consisted of the following:

January 31,2004

2003(in thousands)Debt issuance costs, net

$
39,673

$
31,877Intangible asset related to SERP


20,417


21,833Other


16,323


39,255$
76,413

$
92,965


The
Company incurs discounts, structuring fees and other costs in connection with its issuance of debt and in connection with its credit facilities. Debt issuance costs are capitalized
when incurred and amortized to interest expense based on the anticipated debt maturities using the straight-line method, which approximates the effective interest method. The amortization
of debt issuance costs included in interest expense was $9.6 million, $7.6 million and $6.5 million for the years ended January 31, 2004, 2003 and 2002, respectively.

The
Company accounts for its SERP according to Statement of Financial Accounting Standards No. 87, "Employers' Accounting for Pensions" ("SFAS 87"). SFAS 87 requires
the recognition of an intangible asset in an amount equal to the additional minimum liability, provided that such intangible asset may not exceed the amount of unrecognized prior service cost and
unrecognized net obligation. The amount by which the additional minimum liability exceeds unrecognized prior service cost and unrecognized net obligation is recorded as a negative component of
stockholders' equity through comprehensive income (net of related tax benefits). In fiscal 2004, the Company adopted SFAS No. 132 (revised 2003), "Employers' Disclosures about Pensions and
Other Postretirement Benefits," which, as revised, requires additional disclosures about assets, obligations, cash flows, estimated future benefit payments and net periodic pension cost of defined
benefit pension plans and other postretirement benefit plans. (See Note 14Employee Retirement Plans for additional information regarding the SERP.)

17

---



Note 9. Long-term Debt

Long-term debt consisted of the following:

|                                                                                                                              |  | January 31, |          
|----------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ---------
|
|
|Amounts due under bank credit agreements at floating interest rates, weighted average of 2.9% and 3.2%                        |  | $           | 450,000  
|Amounts due under majority-owned joint venture revolving credit facility at floating interest rates, weighted average of 2.8% |  |             |         
|63/4% Senior Subordinated Notes due 2003 (net of unamortized discount of $7)                                                  |  |             |         
|91/4% Senior Subordinated Notes due 2005                                                                                      |  |             |         
|6.45% Senior Notes due 2006 (net of unamortized discount of $88 and $132)                                                     |  |             | 199,912  
|101/4% Senior Subordinated Notes due 2007                                                                                     |  |             | 500,000  
|91/2% Senior Notes due 2008                                                                                                   |  |             | 200,000  
|61/2% Senior Notes due 2009                                                                                                   |  |             | 250,000  
|93/8% Senior Subordinated Notes due 2010 (net of unamortized discount of $1,612 and $1,877)                                   |  |             | 298,388  
|63/8% Senior Notes due 2011 (net of unamortized discount of $1,907)                                                           |  |             | 248,093  
|75/8% Senior Subordinated Debentures due 2013                                                                                 |  |             | 150,000  
|Amounts due under Convertible Senior Debentures due 2033 at floating interest rates, weighted average of 1.9%                 |  |             | 400,000  
|7.0% Debentures due 2036 (net of unamortized discount of $65 and $79)                                                         |  |             | 149,935  
|6.70% Debentures due 2096 (net of unamortized discount of $0 and $40)                                                         |  |             | 4,415    
|Obligation under capital lease                                                                                                |  |             | 145,000  
|Other notes                                                                                                                   |  |             | 3,888    
|                                                                                                                              |  |             |          
|                                                                                                                              |  |             | 2,999,631
|Current portion of long-term debt                                                                                             |  |             | (16,681  
|Debt premium from termination of reverse interest rate swaps (see Note 10)                                                    |  |             | 17,711   
|Market value of reverse interest rate swaps                                                                                   |  |             | 1,314    
|                                                                                                                              |  |             |          
|                                                                                                                              |  | $           | 3,001,975
|                                                                                                                              |  |             |          

In
August 2001, the Company replaced its $1.8 billion unsecured credit facility, dated May 23, 1997, with three separate facilities that totaled
$1.25 billion. These credit facilities included a $150 million capital markets term loan facility which was paid in full using a portion of the net proceeds received from the issuance of
$300 million of Senior Subordinated Notes in December 2001 (discussed more fully below) and a $250 million term loan facility which was paid in full using the net proceeds from
the issuance of $250 million of Senior Notes in November 2003 (discussed more fully below) together with borrowings under the Company's revolving credit facility, thus reducing the
borrowing capacity to $850 million under the remaining facility. The remaining credit facility, which is for general corporate purposes, is an $850 million revolving facility,
$450 million of which was outstanding at January 31, 2004. The credit facility is unsecured and provides for the payment of interest, at the Company's option, either at a rate equal to
or an increment above the higher of the Bank of America, N.A. "prime rate" and the Federal Reserve Board "Federal Funds Rate" plus 50 basis points or, alternatively, at a Eurodollar-based rate. The
entire principal amount outstanding under the credit facility becomes due and payable on August 21, 2006, unless the maturity date is extended with the consent of the lenders. While the debt
instrument issued under the above credit facility is short term in tenor, it is classified as long-term debt because it is management's intention to continue to replace such borrowings on
a rolling basis as various instruments come due and to have such

18

---



borrowings
outstanding for longer than one year. The fair value of the debt issued under the credit facility approximates the carrying value of the debt.

The
credit facility includes financial covenants regarding total debt and interest coverage and contains covenants that limit the Company's ability, among other things, to dispose of
assets, make distributions on its capital stock, engage in a merger, incur liens and engage in transactions with its affiliates. In December 2001, the Company amended the covenants under each
of its credit facilities to provide for more liberal tests for total debt and interest coverage. These amendments were obtained to address the impact of the terrorist attacks that occurred on
September 11, 2001. In February 2003, the Company again amended the covenants under each of its credit facilities. These amendments modify the definition of "Adjusted EBITDA" with
respect to the Company's 53.5% ownership in MotorCity Casino in Detroit, Michigan. As previously defined in the credit facilities, Adjusted EBITDA included only the cash distributions the Company
actually received from MotorCity Casino. Under the amended definition, Adjusted EBITDA includes the Company's 53.5% share of the Adjusted EBITDA of MotorCity Casino, whether or not distributed. These
amendments also provided for a more liberal test for total debt coverage during the fiscal year ending January 31, 2004. At January 31, 2004, the Company was in compliance with all of
the covenants in its credit facility and, under the most restrictive loan covenant, was restricted from issuing additional debt in excess of approximately $212 million.

On
November 25, 2003, the Company issued $250 million principal amount of 63/8% Senior Notes due December 2011 (the "63/8% Notes"),
with interest payable each June and December. The 63/8% Notes are redeemable prior to maturity at the option of the Company, in whole, at 100% principal amount plus a
make-whole premium. The 63/8% Notes, which were discounted to $248.1 million, are not subject to any sinking fund requirements. The net proceeds from this issuance,
together with borrowings under the revolving credit facility, were used to repay in full the Company's $250 million term loan facility. As of January 31, 2004, the estimated fair value
of the 63/8% Notes was $257.5 million based on their trading price.

On
July 31, 2003, the Company issued $250 million principal amount of 61/2% Senior Notes due 2009 (the "61/2% Notes"), with interest payable
each January and July. The 61/2% Notes are redeemable prior to maturity at the option of the Company, in whole, at 100% principal amount plus a make-whole premium. The
61/2% Notes are not subject to any sinking fund requirements. The net proceeds from this issuance were used to repay borrowings under the Company's revolving credit facility. As of
January 31, 2004, the estimated fair value of the 61/2% Notes was $261.3 million, based on their trading price.

On
March 21, 2003, the Company issued $350 million original principal amount of floating-rate convertible senior debentures due 2033 ("convertible debentures").
An additional $50 million original principal amount of the convertible debentures were issued on April 2, 2003, pursuant to an option granted to the initial purchasers. The convertible
debentures bear interest at a floating rate equal to 3-month LIBOR (reset quarterly) plus 0.75%, subject to a maximum rate of 6.75%. The convertible debentures also provide for the payment
of contingent interest after March 21, 2008 if the average market price of the convertible debentures reaches a certain threshold.

Such
contingent interest is considered an embedded derivative with a nominal value. The convertible debentures provide for an initial base conversion price of $57.30 per share,
reflecting a conversion premium of 100% over Mandalay's closing stock price of $28.65 on March 17, 2003. The proceeds of the offering were used to repay borrowings under the Company's revolving
credit facility.

Each
convertible debenture is convertible into shares of Mandalay's common stock (i) during any calendar quarter beginning after June 30, 2003, if the closing price of
Mandalay's common stock is more than 120% of the base conversion price (initially 120% of $57.30, or $68.76) for at least 20 of the last 30 trading days of the preceding calendar quarter;
(ii) if a credit rating assigned to the convertible

19

---



debentures
falls below a specified level; (iii) if the Company takes certain corporate actions; or (iv) if the Company calls the convertible debentures for redemption. If the convertible
debentures are converted, holders will receive 17.452 shares per convertible debenture, or an aggregate of 7.0 million shares of Mandalay common stock, subject to adjustment of the conversion
rate for any stock dividend; any subdivision or combination, or certain reclassifications, of the shares of Mandalay common stock; any distribution to all holders of shares of Mandalay common stock of
certain rights to purchase shares of Mandalay common stock for a period expiring within 60 days at less than the sale price per share of Mandalay common stock at the time; any distribution to
all holders of shares of Mandalay common stock of Mandalay assets (including shares of capital stock of a subsidiary), debt securities or certain rights to purchase Mandalay securities; or any
"extraordinary cash dividend." For this purpose, an extraordinary cash dividend is one the amount of which, together with all other cash dividends paid during the preceding 12-month
period, is on a per share basis in excess of the sum of (i) 5% of the sale price of the shares of Mandalay common stock on the day preceding the date of declaration of such dividend and
(ii) the quotient of the amount of any contingent cash interest paid on a convertible debenture during such 12-month period divided by the number of shares of common stock issuable
upon conversion of a convertible debenture at the conversion rate in effect on the payment date of such contingent cash interest. In addition, if at the time of conversion the market price of
Mandalay's common stock exceeds the then-applicable base conversion price, holders will receive up to an additional 14.2789 shares of Mandalay's common stock per convertible debenture, as
determined pursuant to a specified formula, or up to an additional 5.7 million shares in the aggregate.

The
Company may redeem all or some of the convertible debentures for cash at any time on or after March 21, 2008, at their accreted principal amount plus accrued and unpaid
interest, if any, to, but excluding, the redemption date. At the option of the holders, the Company may be required to repurchase all or some of the convertible debentures on the 5th,
10th, 15th, 20th and 25th anniversaries of their issuance, at their accreted principal amount plus accrued and unpaid interest, if any, to, but
excluding, the purchase date. The Company may choose to pay the purchase price in cash, shares of Mandalay common stock or any combination thereof.

On
December 20, 2001, the Company issued $300 million principal amount of 93/8% Senior Subordinated Notes due February 2010 (the "93/8%
Notes"), with interest payable each February and August. The 93/8% 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 93/8% Notes, which were discounted to $297.8 million, are not subject to any sinking fund requirements. The net proceeds from this issuance
were used to repay borrowings under the Company's credit facilities. As of January 31, 2004, the estimated fair value of the 93/8% Notes was $351.0 million, based on their
trading price.

On
August 16, 2000, the Company issued $200 million principal amount of 91/2% Senior Notes due August 2008 (the "91/2% Notes"), with
interest payable each February and August. The 91/2% 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 91/2% Notes are not subject to any sinking fund requirements. The net proceeds from this issuance were used to repay borrowings under the Company's
credit facility. As of January 31, 2004, the estimated fair value of the 91/2% Notes was $234.0 million, based on their trading price.

On
July 24, 2000, the Company issued $500 million principal amount of 101/4% Senior Subordinated Notes due August 2007 (the "101/4%
Notes"), with interest payable each February and August. The 101/4% 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. The 101/4% Notes are not subject to any sinking fund requirements. The net proceeds from this issuance were used to repay borrowings under the Company's
credit facility. As of January 31, 2004, the estimated fair value of the 101/4% Notes was $576.3 million, based on their trading price.

20

---



In
November 1998, the Company issued $275 million principal amount of 91/4% Senior Subordinated Notes due December 2005 (the "91/4%
Notes"), with interest payable each June and December. On July 15, 2003, the Company redeemed the 91/4% Notes at a redemption price of 104.625% plus interest accrued to the
redemption date. In addition to the premium of $12.7 million, the Company wrote off related unamortized loan fees of $2.6 million, resulting in a total loss of $15.3 million.
However, this loss was partially offset by $9.0 million in gains from the sale of related interest rate swaps. This resulted in a net loss on redemption of $6.3 million.

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"). Of the $150 million principal amount outstanding, $145.6 million principal amount of the 6.70% Debentures were put to us by the holders at 100% of their principal amount
plus accrued interest on November 17, 2003. 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, 2004, the estimated fair
value of the 7.0% Debentures was $160.1 million and the estimated fair value of the 6.70% Debentures was $4.4 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, 2004, the estimated fair value of the 6.45% Notes was $208.0 million, based on their trading price.

In
July 1993, the Company issued $150 million principal amount of 63/4% Senior Subordinated Notes (the "63/4% Notes") due July 2003 and
$150 million principal amount of 75/8% Senior Subordinated Debentures (the "75/8% Debentures") due July 2013, with interest payable each July and January.
The 63/4% Notes, which were discounted to $149.8 million, were repaid in July 2003. The 75/8% Debentures are not redeemable prior to maturity and are not
subject to any sinking fund requirements. As of January 31, 2004, the estimated fair value of the 75/8% Debentures was $159.4 million, based on their trading price.

On
June 30, 2003, the Company exercised its options under two operating lease agreements relating to equipment located at several of the Company's Nevada properties, and purchased
the equipment for a total purchase price of $198.3 million, representing the equipment's estimated fair market value based on independent appraisals. Simultaneously, the Company entered into a
new lease agreement pursuant to which the Company assigned a portion of the equipment acquired above to the new lessors and borrowed $145 million. These proceeds, along with borrowings under
the Company's revolving credit facility, were used to fund the purchase of the equipment under the operating leases.

The
new lease agreement is considered a capital lease for financial reporting purposes, and the Company has recorded an asset and a corresponding liability equal to the fair market value
of the assets at inception of the lease. The new lease agreement contains financial covenants regarding total debt and interest coverage that are similar to those under the Company's revolving credit
facility. The agreement also contains covenants regarding equipment maintenance, insurance requirements and prohibitions on liens.

21

---



Required
annual principal payments as of January 31, 2004 are as follows:

Year ending January 31,

(in thousands)2005

$
16,6812006


16,6812007


666,5932008


510,2522009


286,176Thereafter


1,503,248$
2,999,631


Note 10. Interest Rate Swaps

The Company has a policy aimed at managing interest rate risk associated with its current and anticipated future borrowings. Under this policy, the Company may
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.

In
February 2003, the Company entered into two "reverse" interest rate swap agreements ("fair value hedges") with members of its bank group. Under one agreement, the Company
received a fixed interest rate of 9.25% and paid a variable interest rate (based on LIBOR plus 6.35%) on $275 million notional
amount. Under the other, the Company received a fixed rate of 6.45% and paid a variable interest rate (based on LIBOR plus 3.57%) on $200 million notional amount. In May 2003, the
Company elected to terminate the $275 million swap and received $2.7 million in cash representing the fair market value of the swap. Since the underlying $275 million Senior
Subordinated Notes were called on July 15, 2003, the unamortized portion of this gain (along with the unamortized portion of the gain related to a similar interest rate swap that was terminated
in October 2002) was offset against the related loss on early retirement of debt. The total gain thus offset was $9.0 million. Meanwhile, in June 2003, the Company elected to
terminate the $200 million swap. The Company received $4.1 million in cash representing the fair market value of the swap, and recorded a corresponding debt premium which is being
amortized to interest expense, using an effective interest rate method, over the remaining life of the related debt instrument, which was approximately 21/2 years at the time the swap
was terminated.

In
July 2003, the Company entered into two "reverse" interest rate swap agreements ("fair value hedges") with members of its bank group. Under one agreement, the Company receives
a fixed interest rate of 6.5% and pays a variable interest rate (based on LIBOR plus 2.39%, or 3.6% at January 31, 2004) on $200 million notional amount. Under the other, the Company
receives a fixed rate of 6.5% and pays a variable interest rate (based on LIBOR plus 2.42%, or 3.6% at January 31, 2004) on $50 million notional amount. These swaps are being used to
hedge the Company's $250 million 61/2% Senior Notes due 2009.

22

---



In December 2003, the Company entered into two "reverse" interest rate swap agreements ("fair value hedges") with members of its bank group. Under one agreement, the Company
receives a fixed interest rate of 6.375% and pays a variable interest rate (based on LIBOR plus 1.74%, or 3.0% at January 31, 2004) on $125 million notional amount. Under the other, the
Company receives a fixed rate of 6.375% and pays a variable interest rate (based on LIBOR plus 1.72%, or 2.9% at January 31, 2004) on $125 million notional amount. These swaps are being
used to hedge the Company's $250 million 63/8% Senior Notes due 2011.

The
Company had an interest rate swap agreement ("cash flow hedge") of $200 million notional amount, which terminated on September 24, 2003.

The
net effect of all the above swaps resulted in a reduction of interest expense of $7.3 million for the year ended January 31, 2004.

The
Company is exposed to credit loss in the event of nonperformance by the counterparties 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 members of the Company's bank group. If the Company had terminated all swaps as of January 31, 2004, the Company would
have received a net amount of $1.3 million based on quoted market values from the various financial institutions holding the swaps.

The
above swaps meet the criteria for hedge accounting established by Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"), which the Company adopted in fiscal 2002. The Company reports its swap related assets and liabilities on a net basis in "Other Long-term Liabilities". The
fair market value of the swaps designated as a cash flow hedge (which terminated in September 2003) increased by $7.6 million ($5.6 million, net of tax) during the year ended
January 31, 2004, which decreased the net liability, with the corresponding income included as other comprehensive income.

The
fair market value of the swaps designated as fair value hedges increased $1.3 million during the year ended January 31, 2004, which decreased the net liability with a
corresponding increase in long-term debt.

Note 11. Other Long-term Liabilities

Other long-term liabilities consisted of the following:

January 31,2004

2003(in thousands)Accrued SERP liability

$
34,616

$
23,528SERP additional minimum liability


56,253


39,326Other


5,524


16,306$
96,393

$
79,160


The
Company accounts for its SERP according to Statement of Financial Accounting Standards No. 87, "Employers' Accounting for Pensions." ("SFAS 87") SFAS 87 requires the
recognition of a liability if the net periodic pension expense exceeds the amount the employer has contributed to the plan. Since the SERP is a non-qualified retirement plan, the Company
does not make contributions and consequently, a liability is recorded for the net periodic pension expense. The resulting accrued SERP liability is reduced by benefit distributions to participants.
SFAS 87 also requires an employer to recognize an additional minimum liability for the amount that the unfunded accumulated benefit obligation exceeds the fair value of the plan assets and accrued
pension liability. (See Note 14Employee Retirement Plans for additional information regarding the SERP.)

23

---



Note 12. Leasing Arrangements

In October 1998, the Company entered into a $200 million operating lease agreement with a group of financial institutions to lease equipment at
Mandalay Bay. In December 2001, the Company entered into a series of sale and leaseback agreements covering equipment located at several Nevada properties. These agreements, again made with a
group of financial institutions, totaled $130.5 million. The sale of the equipment resulted in the recognition of a net deferred gain of $28.3 million, of which $26.8 million was
subsequently reversed when the Company exercised its purchase option on the equipment (see below). The proceeds from these leases were used to reduce borrowings outstanding under the Company's
revolving credit facility.

On
July 31, 2002, the Company exercised its purchase option under a $12.5 million aircraft lease agreement (part of the $130.5 million lease agreements entered into
in December 2001) and on September 30, 2002, the Company exercised its purchase option under a $5.5 million aircraft lease agreement (also part of the $130.5 million lease
agreements entered into in December 2001). On June 30, 2003, the Company exercised its purchase options under its remaining operating leases and purchased the equipment for a total
purchase price of $198.3 million, representing the equipment's fair market value based upon independent appraisals. The purchase price was financed utilizing the $145 million the Company
received under its new capital lease agreement, with the balance being borrowed under the revolving credit facility.

The
Company also leases various storage facilities 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 operating leases expiring through 2033. The following is a schedule of future minimum rental payments required as of January 31, 2004 under operating leases
that have lease terms in excess of one year:

Year ending January 31,

(in thousands)2005

$
1,2032006


1,0992007


9192008


6662009


351Thereafter


5,402$
9,640


Rent
expense for all leases accounted for as operating leases was as follows:

Year ended January 31,2004

2003

2002(in thousands)Operating rent expense

$
21,637

$
51,125

$
34,071


Note 13. 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, 2004, the Company
believes that its deferred tax assets are fully realizable because of the future reversal of existing taxable temporary differences and projected taxable income in the future. Accordingly, there is no
valuation allowance at January 31, 2004.

24

---



The
components of the provision for income taxes were as follows:

Year ended January 31,2004

2003

2002(in thousands)CurrentFederal

$
50,896

$
46,446

$
39,147State


821


1,504


1,43851,717


47,950


40,585Deferred (see below)Federal


30,754


29,919


(623
)$
82,471

$
77,869

$
39,962


The
Company recognized a tax benefit of $44.9 million, $15.0 million and $1.3 million related to the exercise of stock options for the fiscal years ended
January 31, 2004, 2003 and 2002, respectively. Such amounts reduced current taxes payable and increased additional paid-in capital.

The
components of deferred income tax expense were as follows:

|                                                                                                                         |  | Year ended January 31, |       
|------------------------------------------------------------------------------------------------------------------------ |  | ---------------------- | ------
|
|
|Additional depreciation resulting from the use of accelerated methods for tax purposes                                   |  | $                      | 22,249
|Nondeductible loss resulting from asset impairment                                                                       |  |                        |      
|Effect of expensing preopening costs for financial statement purposes versus amortizing over five years for tax purposes |  |                        | 3,658 
|Pension plan expense not deductible for tax purposes and market value adjustment                                         |  |                        | (1,313
|Book reserve for bad debts not deductible for tax purposes until written off                                             |  |                        | 4,717 
|Difference between book and tax basis of investments in unconsolidated affiliates                                        |  |                        | 4,215 
|Prepaid gaming taxes                                                                                                     |  |                        | (687  
|Entertainment production costs                                                                                           |  |                        | 204   
|Property tax                                                                                                             |  |                        | (783  
|Other, net                                                                                                               |  |                        | (1,506
|                                                                                                                         |  |                        |       
|                                                                                                                         |  | $                      | 30,754
|                                                                                                                         |  |                        |       

25

---



The
reconciliation of the difference between the federal statutory tax rate and the Company's effective tax rate was as follows:

Year ended January 31,2004

2003

2002(in thousands)Federal statutory tax rate

35.0
%
35.0
%
35.0
%Nondeductible goodwill impairment



1.3

6.7Nondeductible goodwill amortization





3.8Other, net

0.5

3.9

(2.5
)Effective tax rate

35.5
%
40.2
%
43.0
%


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, 2004 and
2003, were as follows:

January 31,2004

2003(in thousands)Deferred tax liabilitiesProperty and equipment

$
232,366

$
221,662Investments in unconsolidated affiliates


12,860


14,205Other


2,816


12,982Gross deferred tax liabilities


248,042


248,849Deferred tax assetsAccrued vacation benefits


9,425


8,137Bad debt reserve


4,533


9,159Preopening expenses


1,335


4,875Pension plan


12,118


8,122Other


7,069


7,427Gross deferred tax assets


34,480


37,720Net deferred tax liabilities

$
213,562

$
211,129


Note 14. Employee Retirement Plans

Approximately 37% of the Company's employees (excluding unconsolidated affiliates) are covered by union-sponsored, collectively bargained, multi-employer defined
benefit pension plans. The Company contributed $13.7 million, $11.0 million and $9.2 million during the years ended January 31, 2004, 2003 and 2002, 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 include "automatic" contributions based on employees' years of service, and "matching" contributions based on employees'
contributions. Employees vest in Company contributions over a period of six years. MotorCity Casino also has a profit sharing and investment plan covering primarily union employees. Contributions to

26

---



both
plans are funded with cash and totaled approximately $7.6 million, $7.2 million and $6.3 million in the years ended January 31, 2004, 2003 and 2002.

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 pays supplemental pension
benefits to certain key employees upon retirement based upon the employees' years of service, compensation and SERP tier. The Company uses a measurement date of January 31 for its SERP.

The
change in benefit obligation for the SERP was as follows:

2004

2003(in thousands)Benefit obligation at beginning of year

$
74,105

$
55,498Service cost


4,640


3,490Interest cost


4,894


3,979Additional liability(1)





244Actuarial loss


24,121


12,106Benefits paid


(985
)

(1,212
)Benefit obligation at end of year

$
106,775

$
74,105


The
fair value of plan assets for the SERP was as follows:

2004

2003(in thousands)Fair value of plan assets at end of year(2)

$


$



Amounts
recognized in the consolidated balance sheets related to the SERP were as follows:

2004

2003(in thousands)Funded status

$
(106,775
)
$
(74,105
)Unrecognized actuarial loss


51,742


29,065Unrecognized prior service cost


20,417


21,833Net liability recognized

$
(34,616
)
$
(23,207
)


2004

2003(in thousands)Accrued benefit cost

$
(90,869
)
$
(62,533
)Intangible asset


20,417


21,833Accumulated other comprehensive loss(3)


35,836


17,493Net liability recognized

$
(34,616
)
$
(23,207
)


Information
for pension plans with an accumulated benefit obligation in excess of plan assets:

2004

2003(in thousands)Projected benefit obligation

$
106,775

$
74,105Accumulated benefit obligation


90,869


62,533Fair value of plan assets








27

---



The
weighted-average assumptions used to determine benefit obligations at January 31 were as follows:

2004

2003Discount rate

6.1
%
6.7
%Rate of compensation increase tier I

4.0
%
3.0
%Rate of compensation increase tiers II and III

2.5
%
3.0
%


The
components of net periodic pension cost were as follows:

Year ended January 31,2004

2003

2002(in thousands)Service cost

$
4,640

$
3,490

$
3,089Interest cost


4,894


3,979


3,329Amortization of prior service cost


1,416


1,402


1,342Recognized net actuarial loss


1,444


761


496Net periodic pension cost(4)

$
12,394

$
9,632

$
8,256


The
weighted-average assumptions used to determine net periodic benefit costs were as follows:

Year ended January 31,2004

2003

2002Discount rate

6.7
%
7.3
%
8.0
%Expected long-term return on plan assets(5)

NA

NA

NARate of compensation increase

3.0
%
3.0
%
3.0
%


The
following benefit payments, which reflect expected future service as appropriate, are expected to be paid over the next ten years:

Plan year ending January,

(in thousands)2005

$
1,0212006


3,8492007


3,9182008


4,0162009


4,5802010 - 2014


39,767


---

28

---





Note 15. Stock Options and Restricted Stock

The Company has various stock incentive plans for executive, managerial and supervisory personnel, as well as the Company's outside directors and consultants. All
of the plans permit grants of options, and two of the plans also permit the grant of performance shares and restricted stock awards relating to the Company's common stock. As of January 31,
2004, the awards granted pursuant to these plans were stock options, which are generally exercisable in one or more installments beginning not less than six months after the grant date, and restricted
stock.

Summarized
information for stock options and restricted stock was as follows:

|                                           |  | Year ended January 31,
|------------------------------------------ |  | ----------------------
|
|
|Outstanding at beginning of year           |  | 7,805,569             
|Granted                                    |  | 94,300                
|Exercised                                  |  | (6,086,467            
|Canceled                                   |  | (46,850               
|                                           |  |                       
|Outstanding at end of year                 |  | 1,766,552             
|                                           |  |                       
|Options exercisable at end of year         |  | 216,868               
|                                           |  |                       
|Options available for grant at end of year |  | 3,196,474             
|                                           |  |                       

The
following table summarizes information about stock options and restricted stock outstanding and exercisable at January 31, 2004:

Options Outstanding

Options ExercisableRange of
Exercise
Prices

Number
Outstanding

Weighted
Average
Remaining
Contractual
Life (yrs)

Weighted
Average
Exercise
Price

Number
Exercisable

Weighted
Average
Exercise
Price$  0.00 to $20.00

193,351

5.34

$
14.14

84,901

$
14.6520.20 to  20.20

1,156,668

7.08


20.20

40,000


20.2020.75 to  37.64

416,533

7.63


26.18

91,967


24.861,766,552

7.02


20.95

216,868


20.01


Restricted
stock grants of 20,250 shares were issued under the plans during the year ended January 31, 2004. The effect of these grants is to increase the issued and outstanding
shares of the Company's common stock and decrease the number of shares available for grant in the plan. Deferred compensation is recorded for the restricted stock grants equal to the market value of
the Company's common stock on the date of the grant. The deferred compensation is amortized over the period the restricted stock vests and is recorded as compensation expense in the accompanying
consolidated statements of operations. The Company recorded compensation expense of $156,000 in fiscal 2004.

29

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Note 16. 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.

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.

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.

In
June 2001, the Board of Directors authorized the purchase of up to 15% of Mandalay's common stock which remained outstanding after a prior share purchase authorization was
fully utilized. In March 2003, the Board authorized the purchase of up to an additional 10 million shares of Mandalay's common stock that remain outstanding after the Board of Directors'
prior authorization is fully utilized. On March 31, 2003, the Company purchased the remaining 3.3 million shares under its equity forward agreements for $100 million (discussed
more fully in Note 17). The Company made no additional share purchases during fiscal 2004, and as of January 31, 2004, the number of additional shares the Company is authorized to
purchase was approximately 10.3 million. Any share purchases the Company may make in the future pursuant to this authorization will be dependent upon market conditions, and are expected to be
made in accordance with the volume and other limitations of Rule 10b-18 under the Securities Exchange Act of 1934.

During
the year ended January 31, 2004, the Company did not purchase any shares of its common stock. In fiscal 2003 and 2002, the Company purchased 7.5 million shares of
its common stock at a cost of $220.9 million and 5.2 million shares of its common stock at a cost of $125.9 million, respectively. These amounts do not include interim settlements
or the final settlement under the Company's equity forward agreements, as discussed in Note 17.

Note 17. Equity Forward Agreements

To facilitate its purchase of shares of its common stock, the Company entered into equity forward agreements with Bank of America ("B of A" or "the Bank")
providing for the Bank's purchase of up to an agreed amount of the outstanding common stock. Bank of America acquired a total of 6.9 million shares at a total cost of $138.7 million
under these agreements. Pursuant to the interim settlement provisions and an amendment to the agreements, the Company received a net of 3.6 million shares and reduced the notional amount of the
agreements by $38.7 million as of January 31, 2003. On March 31, 2003, the Company purchased the remaining 3.3 million shares from B of A for the notional amount of
$100 million. The settlement was funded under the Company's revolving credit facility.

30

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The
Company incurred quarterly interest charges on the notional amount at a rate equal to LIBOR plus 1.95%. Total interest charges incurred from inception through March 31, 2003,
amounted to $12.3 million, of which $0.7 million was incurred during fiscal 2004. The Company also incurred structuring fees and commissions totaling $3.7 million, none of which
were incurred in fiscal 2004. These interest charges and other fees are included in the cost of treasury stock, net of the related tax benefit.

Note 18. Commitments and Contingent Liabilities

THEhotel

THEhotel, the new 1,117-all-suites tower at Mandalay Bay, opened in December 2003. The new suites average 750 square feet, among
the largest room product in the Las Vegas market. The 43-story tower also includes meeting suites, a spa and fitness center, a lounge and two restaurants, including a rooftop venue
"Mix-Las Vegas" created by famed chef Alain Ducasse that will open later this summer. The total cost of the new tower is estimated to be $260 million, excluding land, capitalized
interest and preopening expenses. As of January 31, 2004, the Company had incurred costs of $244.1 million related to this project.

Mandalay Place

In October 2003, the Company opened Mandalay Place, a retail center located between Mandalay Bay and Luxor. The center will eventually include
approximately 90,000 square feet of retail space and approximately 40 stores and restaurants, including internationally branded retailers like Oilily, GF Ferre, Nike Golf and Urban Outfitters, along
with restaurants by celebrity chefs Pierro Selvaggio, Hubert Keller and Rick Moonen. The cost is estimated to be approximately $60 million, excluding land, capitalized interest and preopening
expenses. As of January 31, 2004, the Company had incurred costs of $47.9 million related to this project.

Detroit

The Company participates with the Detroit-based Atwater Casino Group in a joint venture that owns and operates a casino in Detroit, Michigan. This joint venture
is one of three groups which negotiated casino development agreements with the City of Detroit. The Company has a 53.5% ownership interest in the joint venture.

On
August 2, 2002, the Detroit City Council approved a revised development agreement between the joint venture and the City of Detroit (the "Revised Development Agreement"). Under
the Revised Development Agreement, MotorCity Casino is to be expanded into a permanent facility at its current location by December 31, 2005. The permanent facility is currently expected to
include 100,000 square feet of casino space, a 400-room hotel, a 1,200-seat theater, convention space, and additional restaurants, retail space and parking. Depending upon
market conditions, the availability of additional land and the joint venture's ability to obtain reasonable financing, the joint venture could be required to construct an additional 400 rooms. Under
the terms of this agreement, the joint venture had paid the City a total of $39.8 million as of January 31, 2004 and is obligated to pay an additional $4.2 million by
May 2004. Also, beginning January 1, 2006, the joint venture is to pay the City 1% of its adjusted casino revenues. If its casino revenues top $400 million in any given calendar
year, the payment will be increased to 2% for that calendar year.

Originally,
the joint venture's permanent facility was to have been located on land along the Detroit River. The City's Economic Development Corporation issued bonds to finance the
City's acquisition of that land, and Bank of America issued letters of credit totaling $49.4 million to secure (and ultimately make) the payments of principal and interest on those bonds.
Mandalay then issued letters of credit totaling $49.4 million to back Bank of America's letters of credit. The Company will

31

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continue
to provide such letters of credit. As part of the Revised Development Agreement, the joint venture will forego the right to receive any of the riverfront land acquired by the City, and will
transfer to the City its interest in certain real property previously purchased by the joint venture and the other casino developers. Both the joint venture and Mandalay are subject to a radius
restriction prohibiting them from operating additional casinos within approximately 150 miles of Detroit, so long as the laws of the state are not amended to permit more than three casinos within the
radius. Additionally, the joint venture is required to indemnify the City for up to $20 million in claims against the City in connection with the acquisition of the riverfront land and in
connection with theLac Vieuxlitigation described below.

The
Company has committed to contribute 20% of the costs of the permanent facility in the form of an investment in the joint venture. The joint venture will seek to borrow any additional
funds (above Mandalay's equity contribution) which may be necessary to complete the expanded permanent facility. Under the operating agreement, the project costs are to be reviewed every six months.
As of January 31, 2004, the Company had contributed 20% of the project costs as most recently determined. The cost of the additional facilities (excluding land, capitalized interest and
preopening expenses) is currently estimated to be $275 million. Under the Revised Development Agreement, the Company guaranteed completion of the expanded facility and entered into a
keep-well agreement with the City that could require it to contribute additional funds to continue operation of the expanded facility until August 2, 2004. There is no contractual
limitation on the amount that the Company may be required to contribute under the completion guarantee or to keep the project operating until August 2, 2004. However, based on the performance
of the casino to date, the Company does not expect that these obligations will require the outlay of additional capital.

The
joint venture's $150 million credit facility matured June 30, 2003. The Company had guaranteed this credit facility.

Under
the terms of the joint venture's operating agreement, Mandalay is to receive a management fee for a period of ten years equal to 1.5% of the cost of the permanent casino facility.
The management committee of the joint venture initially determined that Mandalay was entitled to the management fee commencing on the date the Revised Development Agreement was signed, since that
agreement provided for the existing facility to become the permanent facility. The management committee ultimately determined that the management fee should not be paid until the permanent casino
expansion is completed. As a result, the Company reversed previously accrued management fee income of $1.8 million in the second quarter ended July 31, 2003.

Various
lawsuits have been filed in the state and federal courts challenging the constitutionality of the Casino Development Competitive Selection Process Ordinance and the Michigan
Gaming Control and Revenue Act, and seeking to appeal the issuance of a certificate of suitability and casino license to MotorCity Casino. A decision by the Sixth Circuit Court of Appeals in Lac Vieux Desert Band of Lake
Superior Chippewa Indians v. The Michigan Gaming Control Board et al. held that the ordinance in its current form was
unconstitutional and remanded the case to the District Court. The Michigan Gaming Control Board ("MGCB") took the ruling of the Sixth Circuit Court of Appeals under advisement without comment. The
District Court declared that the ordinance in its current form is unconstitutional and awarded the Lac Vieux Band attorneys fees and costs totaling $545,094, but rejected the Lac Vieux Band's request
to require a rebidding of the three casino licenses, and in addition, rejected the Lac Vieux Band's request to enjoin the City of Detroit from entering into revised development agreements with the
three casino developers, including MotorCity Casino. The Lac Vieux Band has appealed the District Court's decision to the Sixth Circuit Court of Appeals. The Sixth Circuit Court of Appeals issued an
opinion granting the Lac Vieux Band's motion for an injunction pending appeal, that temporarily enjoins the City of Detroit from issuing building permits for the permanent casino facilities and
temporarily enjoins the casino developers from commencing construction of the permanent casino facilities.

32

---



The
Lac Vieux Band has filed a separate action in the Gogebic County, Michigan, Circuit Court entitledLac Vieux Desert Band of Lake Superior Chippewa Indians v.
Michigan Gaming Control Board,in which the Lac Vieux Band has requested the Circuit Court to enter an order requiring the MGCB to revoke the casino licenses issued to the
three Detroit casinos, including MotorCity Casino. The action has been stayed pending resolution by the Sixth Circuit Court of Appeals of the Lac Vieux Band's appeal of the District Court decision
referenced above.

On
November 26, 2003, the Company announced that MotorCity Casino had signed a settlement agreement with the Lac Vieux Desert Band of Lake Superior Chippewa Indians. On
April 9, 2004, the District Court approved the settlement. The appeal period has not yet expired and the injunction remains in place. Upon entry of a final order in that case and in the related
litigation, MotorCity will pay to the Lac Vieux Tribe $1.5 million, plus attorney's fees. MotorCity will pay an additional $1.5 million approximately 30 days after the first
payment. Under the terms of the settlement agreement, MotorCity will pay an additional $5.75 million on the first and second anniversaries of the first payment and $1 million annually
for 25 years, beginning on the third anniversary. The occurrence of certain events would suspend, lower and/or terminate the payments. There can be no assurance as to when final resolution will
occur with respect to this matter, or what action the courts might take. These payments would satisfy the joint venture's obligations under the indemnity agreement described above with respect to Lac
Vieux litigation claims. However, the joint venture would still be liable for claims related to the acquisition of the riverfront land, which potentially are capped at $4 million.

In
a separate action, on February 13, 2002, John Ren filed suit in the Circuit Court of Wayne County, Michigan, against the Detroit joint venture and the other two casino
operators in Detroit. The plaintiff purports to represent himself and a class consisting of all persons who lost money and/or incurred debts that remain unpaid at any of the three Detroit casinos.
Relying on the Sixth Circuit Court of Appeals' Lac Vieuxdecision, the plaintiff alleges that the three casinos have been operating illegally and continue to do so. The relief sought by the plaintiff
includes an injunction to restrain the three casinos from remaining open until properly licensed; compensatory damages; and disgorgement of all profits "unjustly obtained." The court dismissed this
action on the basis that the plaintiff should first seek relief from the MGCB. The plaintiff filed a claim with the MGCB, but has not pursued the claim. The joint venture continues to operate
MotorCity Casino.

Any
future adverse ruling by the courts in the above lawsuits or in other lawsuits, or any adverse ruling by the MCGB, could affect the joint venture's operation of its current facility,
as well as its ability to retain its certificate of suitability and casino license for its expanded permanent facility. No assurance can be given regarding the timing or outcome of any of these
proceedings. The joint venture's operation of MotorCity Casino is subject to ongoing regulatory oversight, and its ability to proceed with an expanded hotel/casino project is contingent upon the
receipt of all necessary governmental approvals, successful resolution of pending litigation and satisfaction of other conditions.

Other

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.

33

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of Mandalay Resort Group:

We
have audited the accompanying consolidated balance sheets of Mandalay Resort Group and subsidiaries (the "Company") as of January 31, 2004 and 2003, and the related
consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended January 31, 2004. Our audits also included the consolidated financial
statement schedule listed in the index at Item 15(a)(2). These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and financial statement schedule based on our audits. We did not audit the 2002 and 2001 financial statements of Elgin Riverboat
ResortRiverboat Casino, owner of Grand Victoria Casino, the Company's investment in which is accounted for by use of the equity method. The Company's equity of $249,040,000 in the Grand
Victoria Casino's net assets as of January 31, 2003 and of $48,998,000 and $63,564,000 in that entity's net income for each of the two years in the period ended January 31, 2003 are
included in the accompanying financial statements. The 2002 and 2001 financial statements of Grand Victoria Casino were audited by other auditors whose report has been furnished to us, and our
opinion, insofar as it relates to the amounts included for such entity for 2002 and 2001, is based solely on the report of such other auditors.

We
conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (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 and the report of the other auditors provide a reasonable basis for our opinion.

In
our opinion, based on our audits and the report of the other auditors, such consolidated financial statements present fairly, in all material respects, the financial position of
Mandalay Resort Group and subsidiaries as of January 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended
January 31, 2004 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such consolidated financial
statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As
described in Note 10 and Note 4, respectively, to the consolidated financial statements, the Company adopted Statements of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities", and No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activitiesan Amendment of FASB
Statement No. 133", as of February 1, 2001, and adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", as of February 1, 2002.

DELOITTE
& TOUCHE LLP

Las
Vegas, Nevada
April 13, 2004

34

---



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 Accounting Principles Generally Accepted in the United States. 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.

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.

35

---





SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

|                                         |  | Fiscal year ended January 31, 2004
|---------------------------------------- |  | ----------------------------------
|
|
|Net revenues                             |  | $                                 
|Income from operations                   |  |                                   
|Income before provision for income taxes |  |                                   
|Net income                               |  |                                   
|Basic earnings per share(3)              |  | $                                 
|Diluted earnings per share(3)            |  | $                                 

|                                         |  | Fiscal year ended January 31, 2003
|---------------------------------------- |  | ----------------------------------
|
|
|Net revenues(1)                          |  | $                                 
|Income from operations                   |  |                                   
|Income before provision for income taxes |  |                                   
|Net income(2)                            |  |                                   
|Basic earnings per share(3)              |  | $                                 
|Diluted earnings per share(3)            |  | $                                 

---

36

---





ELGIN RIVERBOAT RESORTRIVERBOAT CASINO        BALANCE SHEETS        DECEMBER 31, 2003 AND 2002

|                                       |                                                                                                  | 2003                                   |            | 2002      
|-------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------- | ---------- | ----------
|ASSETS                                 |                                                                                                  |                                        |            |           
|Current assets:                        |                                                                                                  |                                        |            |           
|                                       | Cash and cash equivalents                                                                        |                                        | $          | 40,965,837
|                                       | Accounts receivable, net of allowance for doubtful accounts of $21,000 and $91,500, respectively |                                        |            | 445,460   
|                                       | Inventories                                                                                      |                                        |            | 583,565   
|                                       | Prepaid expenses                                                                                 |                                        |            | 743,269   
|                                       |                                                                                                  |                                        |            |           
|                                       |                                                                                                  | Total current assets                   |            |           
|                                       |                                                                                                  |                                        |            |           
|Property and equipment, net            |                                                                                                  |                                        | 66,151,753 |           
|Other assets                           |                                                                                                  |                                        | 68,900     |           
|                                       |                                                                                                  |                                        |            |           
|                                       |                                                                                                  | Total assets                           |            | $         
|                                       |                                                                                                  |                                        |            |           
|LIABILITIES AND PARTNERS' EQUITY       |                                                                                                  |                                        |            |           
|Current liabilities:                   |                                                                                                  |                                        |            |           
|                                       | Accounts payable                                                                                 |                                        | $          | 562,272   
|                                       | Accrued liabilities                                                                              |                                        |            | 35,011,742
|                                       |                                                                                                  |                                        |            |           
|                                       |                                                                                                  | Total current liabilities              |            |           
|                                       |                                                                                                  |                                        |            |           
|                                       |                                                                                                  | Total liabilities                      |            |           
|Commitments and contingencies (Note 7) |                                                                                                  |                                        |            |           
|Partners' equity                       |                                                                                                  |                                        | 73,384,770 |           
|                                       |                                                                                                  |                                        |            |           
|                                       |                                                                                                  | Total liabilities and partners' equity |            | $         
|                                       |                                                                                                  |                                        |            |           

See
notes to financial statements.

37

---



ELGIN RIVERBOAT RESORTRIVERBOAT CASINO        STATEMENTS OF INCOME        FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2003

|                    |                               | 2003       |             | 2002        |            | 2001        |            
|------------------- | ----------------------------- | ---------- | ----------- | ----------- | ---------- | ----------- | -----------
|Revenues:           |                               |            |             |             |            |             |            
|                    | Casino                        |            | $           | 370,145,041 |            | $           | 392,973,373
|                    | Food and beverage             |            |             | 22,297,214  |            |             | 28,093,250 
|                    | Admissions and other          |            |             | 15,311,528  |            |             | 12,052,427 
|                    |                               |            |             |             |            |             |            
|                    |                               |            | 407,753,783 |             |            | 433,119,050 |            
|                    | Less: promotional allowances  |            |             | (28,596,456 | )          |             | (30,250,504
|                    |                               |            |             |             |            |             |            
|                    |                               | $          | 379,157,327 |             | $          | 402,868,546 |            
|                    |                               |            |             |             |            |             |            
|Operating expenses: |                               |            |             |             |            |             |            
|                    | Casino                        |            | $           | 249,910,875 |            | $           | 228,234,291
|                    | Food and beverage             |            |             | 6,890,486   |            |             | 6,513,115  
|                    | General and administrative    |            |             | 32,137,450  |            |             | 44,947,987 
|                    | Depreciation and amortization |            |             | 9,765,740   |            |             | 8,422,486  
|                    | Other operating expenses      |            |             | 14,149,922  |            |             | 12,684,712 
|                    |                               |            |             |             |            |             |            
|                    |                               |            | 312,854,473 |             |            | 300,802,591 |            
|                    |                               |            |             |             |            |             |            
|Operating income    |                               |            | 66,302,854  |             |            | 102,065,955 |            
|                    |                               |            |             |             |            |             |            
|Other income:       |                               |            |             |             |            |             |            
|                    | Interest income               |            |             | 241,614     |            |             | 617,223    
|                    |                               |            |             |             |            |             |            
|                    |                               |            | 241,614     |             |            | 617,223     |            
|                    |                               |            |             |             |            |             |            
|                    |                               | Net income |             | $           | 66,544,468 |             | $          
|                    |                               |            |             |             |            |             |            

See
notes to financial statements.

38

---





ELGIN RIVERBOAT RESORTRIVERBOAT CASINO        STATEMENTS OF PARTNERS' EQUITY        FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2003

|                           |  | Nevada
Landing
Partnership |             | RBG, L.P. |   | Total       |  
|-------------------------- |  | -------------------------- | ----------- | --------- | - | ----------- | -
|BALANCE, December 31, 2000 |  | $                          | 38,781,512  |           | $ | 38,781,512  |  
|Net income                 |  |                            | 63,797,050  |           |   | 63,797,050  |  
|Distributions to partners  |  |                            | (60,000,000 | )         |   | (60,000,000 | )
|                           |  |                            |             |           |   |             |  
|BALANCE, December 31, 2001 |  |                            | 42,578,562  |           |   | 42,578,562  |  
|Net income                 |  |                            | 51,341,589  |           |   | 51,341,589  |  
|Distributions to partners  |  |                            | (50,750,000 | )         |   | (50,750,000 | )
|                           |  |                            |             |           |   |             |  
|BALANCE, December 31, 2002 |  |                            | 43,170,151  |           |   | 43,170,151  |  
|Net income                 |  |                            | 33,272,234  |           |   | 33,272,234  |  
|Distributions to partners  |  |                            | (39,750,000 | )         |   | (39,750,000 | )
|                           |  |                            |             |           |   |             |  
|BALANCE, December 31, 2003 |  | $                          | 36,692,385  |           | $ | 36,692,385  |  
|                           |  |                            |             |           |   |             |  

See
notes to financial statements.

39

---



ELGIN RIVERBOAT RESORTRIVERBOAT CASINO        STATEMENTS OF CASH FLOWS        FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2003

|                                      |                                                                                   | 2003                               |                     | 2002                                                 |           | 2001        |             
|------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------- | ------------------- | ---------------------------------------------------- | --------- | ----------- | ------------
|Cash Flows From Operating Activities: |                                                                                   |                                    |                     |                                                      |           |             |             
|                                      | Net income                                                                        |                                    | $                   | 66,544,468                                           |           | $           | 102,683,178 
|                                      | Adjustments to reconcile net income to net cash provided by operating activities: |                                    |                     |                                                      |           |             |             
|                                      |                                                                                   | Depreciation and amortization      |                     |                                                      | 9,765,740 |             |             
|                                      |                                                                                   | Changes in assets and liabilities: |                     |                                                      |           |             |             
|                                      |                                                                                   |                                    | Accounts receivable |                                                      |           | 221,083     |             
|                                      |                                                                                   |                                    | Inventories         |                                                      |           | (13,014     | )           
|                                      |                                                                                   |                                    | Prepaid expenses    |                                                      |           | 928,708     |             
|                                      |                                                                                   |                                    | Other assets        |                                                      |           |            |             
|                                      |                                                                                   |                                    | Accounts payable    |                                                      |           | (243,389    | )           
|                                      |                                                                                   |                                    | Accrued liabilities |                                                      |           | (12,504,027 | )           
|                                      |                                                                                   |                                    |                     |                                                      |           |             |             
|                                      |                                                                                   |                                    |                     | Net cash provided by operating activities            |           |             | 64,699,569  
|                                      |                                                                                   |                                    |                     |                                                      |           |             |             
|Cash Flows From Investing Activities: |                                                                                   |                                    |                     |                                                      |           |             |             
|                                      | Capital expenditures                                                              |                                    |                     | (6,404,431                                           | )         |             | (6,426,667  
|                                      |                                                                                   |                                    |                     |                                                      |           |             |             
|                                      |                                                                                   |                                    |                     | Net cash used in investing activities                |           |             | (6,404,431  
|                                      |                                                                                   |                                    |                     |                                                      |           |             |             
|Cash Flows From Financing Activities: |                                                                                   |                                    |                     |                                                      |           |             |             
|                                      | Distributions to partners                                                         |                                    |                     | (79,500,000                                          | )         |             | (101,500,000
|                                      |                                                                                   |                                    |                     |                                                      |           |             |             
|                                      |                                                                                   |                                    |                     | Net cash used in financing activities                |           |             | (79,500,000 
|                                      |                                                                                   |                                    |                     |                                                      |           |             |             
|                                      |                                                                                   |                                    |                     | Net (decrease) increase in cash and cash equivalents |           |             | (21,204,862 
|Cash and Cash Equivalents:            |                                                                                   |                                    |                     |                                                      |           |             |             
|                                      | Beginning of year                                                                 |                                    |                     | 62,170,699                                           |           |             | 63,624,380  
|                                      |                                                                                   |                                    |                     |                                                      |           |             |             
|                                      | End of year                                                                       |                                    | $                   | 40,965,837                                           |           | $           | 62,170,699  
|                                      |                                                                                   |                                    |                     |                                                      |           |             |             

See
notes to financial statements.

40

---





ELGIN RIVERBOAT RESORTRIVERBOAT CASINO        NOTES TO FINANCIAL STATEMENTS        AS OF DECEMBER 31, 2003 AND 2002 AND  FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2003

1. BUSINESS

Elgin Riverboat ResortRiverboat Casino (the "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 (the "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 three years. 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. The estimated costs of providing such promotional allowances have been included in
casino expenses as follows:

2003

2002

2001Admissions and other

$
13,277,760

$
9,639,112

$
9,164,805Food and beverage


12,883,072


16,677,766


16,666,842$
26,160,832

$
26,316,878

$
25,831,647


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.

InventoriesInventories, consisting of food and 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.

Advertising ExpenseAdvertising expenses are expensed as incurred. Advertising expense for the years
ended December 31, 2003, 2002, and 2001 was $5,007,946, $3,334,814 and 5,682,903, respectively.

Property and EquipmentProperty, equipment and improvements 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


41

---



Long-Lived AssetsLong-lived assets are comprised of property and equipment.
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Reserve for Slot Club RedemptionThe Company's player club allows customers to earn "points" based on
the volume of their gaming activity. These points are redeemable for certain cash back incentives. 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 point redemptions and the change in reserve for slot club redemption are presented as a reduction in casino revenues on the
statements of income.

Income TaxesThe financial statements of the Joint Venture do not reflect a provision for income taxes
because the partners 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 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.

Gaming and Admission TaxesThe gaming tax payable to the IGB is based on annual graduated rates
ranging from 15 percent to 70 percent of adjusted gross receipts (as defined). The maximum gaming tax rate increased from 35 percent to 50 percent in July 2002 and
again from 50 percent to 70 percent in July 2003. The current rates for each range of adjusted gross receipts (in millions) are as follows:

Adjusted Gross Receipts

Rate$0 - $25

15.0
%$25 - $37.5

27.5
%$37.5 - $50

32.5
%$50 - $75

37.5
%$75 - $100

45.0
%$100 - $250

50.0
%over $250

70.0
%


The
Joint Venture also pays an admission tax to the IGB of $5 per admission.

42

---



3. PROPERTY AND EQUIPMENT, NET

A summary of property and equipment, net at December 31, 2003 and 2002 is as follows:

2003

2002Buildings

$
29,170,069

$
29,170,069Riverboat


52,699,655


52,699,655Leasehold improvements


5,517,891


5,517,891Furniture, fixtures, and equipment, gaming and computer equipment


26,853,723


50,909,708Construction in progress


697,835


144,193Total property and equipment


114,939,173


138,441,516Less accumulated depreciation and amortization


48,787,420


68,928,454Property and equipment, net

$
66,151,753

$
69,513,062


4. ACCRUED LIABILITIES

A summary of accrued liabilities at December 31, 2003 and 2002 is as follows:

2003

2002Accrued commitment to Grand Victoria Foundation and County of Kane

$
17,614,856

$
25,962,289Reserve for progressive jackpots


4,738,946


6,132,865Accrued payroll, vacation, and related taxes


4,002,070


3,887,394Reserve for slot club redemptions


2,711,991


2,435,091Accrued gaming, sales and state withholding taxes


1,025,967


779,062Unredeemed chip/token liability


943,709


827,000Accrued property taxes


838,648


776,580Accrued ground lease


575,252


883,711Accrued promotions and advertising


453,130


228,215Unclaimed property liability


432,391


351,410Accrued employees' tips


417,898


396,430Other


388,319


278,849Accrued insurance liability


338,007


559,411Accrued employee expenses payable to Mandalay Resort Group


247,458


229,762Accrued audit and legal


158,100


462,700Kane County Forest Preserve trust agreement


125,000


125,000Accrued fines and expenses payable to IGB





3,200,000Total accrued liabilities

$
35,011,742

$
47,515,769


On
January 21, 2003, the Joint Venture and the IGB settled a complaint for alleged violations of the Illinois Riverboat Gambling Act and the IGB's Adopted Rules after the Joint
Venture agreed to pay a fine of $3,200,000. This amount was included in accrued liabilities at December 31, 2002 and was charged to general and administrative expense.

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.

43

---



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. The current lease term will expire on October 6, 2004.

The
future minimum lease commitment under the ground lease as of December 31, 2003 is as follows:

2004

$
82,007


Rent
expense for the years ended December 31, 2003, 2002, and 2001 was $2,904,899, $4,239,215, and $5,207,797, respectively.

7. COMMITMENTS AND CONTINGENCIES

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, 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, 2003, 2002, and 2001 was $17,614,856, $25,962,289, and $32,119,418, respectively.

The
Joint Venture is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, these matters will not have a material effect
on the Joint Venture's financial position or results of operations.

8. RELATED-PARTY TRANSACTIONS

Employment expenses, including salaries, benefits and incentives, for certain key Joint Venture employees, are paid by one of the Joint Venture Partners and then
reimbursed by the Joint Venture.

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 a specified dollar amount as
stated in the plan document. Contribution expense for the years ended December 31, 2003, 2002, and 2001 was $760,174, $704,673, and $613,944, respectively.

******

44

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Partners
of the Elgin Riverboat ResortRiverboat Casino

We
have audited the accompanying balance sheet of Elgin Riverboat ResortRiverboat Casino (the "Joint Venture") as of December 31, 2003, and the related statements of
income, partners' equity and cash flows for the year then ended. 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 audit.

We
conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (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 audit provides a reasonable basis for our opinion.

In
our opinion, such financial statements present fairly, in all material respects, the financial position of Elgin Riverboat ResortRiverboat Casino as of
December 31, 2003, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

DELOITTE
& TOUCHE LLP

March 12,
2004

45

---



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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended 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 21,
2003

46

---





VICTORIA PARTNERS  (dba Monte Carlo Resort & Casino)        BALANCE SHEETS        DECEMBER 31, 2003 AND 2002

|                                 |                                                                                                        | 2003                         |                           | 2002      
|-------------------------------- | ------------------------------------------------------------------------------------------------------ | ---------------------------- | ------------------------- | ----------
|ASSETS                           |                                                                                                        |                              |                           |           
|CURRENT ASSETS:                  |                                                                                                        |                              |                           |           
|                                 | Cash and cash equivalents                                                                              |                              | $                         | 16,801,166
|                                 | Accounts receivable, net of allowance for doubtful accounts of $3,995,677 and $3,351,921, respectively |                              |                           | 8,386,425 
|                                 | Inventories                                                                                            |                              |                           | 3,689,236 
|                                 | Prepaid expenses                                                                                       |                              |                           | 3,994,780 
|                                 |                                                                                                        |                              |                           |           
|                                 |                                                                                                        |                              | Total current assets      |           
|PROPERTY AND EQUIPMENTNet       |                                                                                                        |                              | 290,024,600               |           
|OTHER ASSETSNet                 |                                                                                                        |                              | 2,602,404                 |           
|                                 |                                                                                                        |                              |                           |           
|TOTAL                            |                                                                                                        | $                            | 325,498,611               |           
|                                 |                                                                                                        |                              |                           |           
|LIABILITIES AND PARTNERS' EQUITY |                                                                                                        |                              |                           |           
|CURRENT LIABILITIES:             |                                                                                                        |                              |                           |           
|                                 | Accounts payable                                                                                       |                              | $                         | 2,806,755 
|                                 | Accrued liabilities:                                                                                   |                              |                           |           
|                                 |                                                                                                        | Jackpots and prizes          |                           |           
|                                 |                                                                                                        | Salaries, wages and benefits |                           |           
|                                 |                                                                                                        | Gaming and other taxes       |                           |           
|                                 |                                                                                                        | Advance room deposits        |                           |           
|                                 |                                                                                                        | Other                        |                           |           
|                                 |                                                                                                        |                              |                           |           
|                                 |                                                                                                        |                              | Total current liabilities |           
|COMMITMENTS AND CONTINGENCIES    |                                                                                                        |                              |                           |           
|PARTNERS' EQUITY                 |                                                                                                        |                              | 300,025,431               |           
|                                 |                                                                                                        |                              |                           |           
|TOTAL                            |                                                                                                        | $                            | 325,498,611               |           
|                                 |                                                                                                        |                              |                           |           

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

47

---



VICTORIA PARTNERS  (dba Monte Carlo Resort & Casino)        STATEMENTS OF INCOME        YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

|                            |                               | 2003                         |             | 2002        |             | 2001        |           
|--------------------------- | ----------------------------- | ---------------------------- | ----------- | ----------- | ----------- | ----------- | ----------
|OPERATING REVENUES:         |                               |                              |             |             |             |             |           
|                            | Casino                        |                              | $           | 95,136,194  |             | $           | 97,387,402
|                            | Rooms                         |                              |             | 105,531,806 |             |             | 97,590,237
|                            | Food and beverage             |                              |             | 41,410,009  |             |             | 41,197,776
|                            | Other                         |                              |             | 31,773,263  |             |             | 28,937,874
|                            |                               |                              |             |             |             |             |           
|                            |                               |                              | 273,851,272 |             |             | 265,113,289 |           
|Less promotional allowances |                               |                              | (13,596,126 | )           |             | (14,796,312 | )         
|                            |                               |                              |             |             |             |             |           
|                            |                               | Net operating revenues       |             |             | 260,255,146 |             |           
|                            |                               |                              |             |             |             |             |           
|OPERATING EXPENSES:         |                               |                              |             |             |             |             |           
|                            | Casino                        |                              |             | 51,784,532  |             |             | 53,850,831
|                            | Rooms                         |                              |             | 33,014,757  |             |             | 30,586,314
|                            | Food and beverage             |                              |             | 30,834,188  |             |             | 29,752,220
|                            | Other operating expenses      |                              |             | 16,260,781  |             |             | 16,256,836
|                            | General and administrative    |                              |             | 41,573,527  |             |             | 40,800,689
|                            | Depreciation and amortization |                              |             | 12,945,409  |             |             | 13,020,719
|                            |                               |                              |             |             |             |             |           
|                            |                               | Total operating expenses     |             |             | 186,413,194 |             |           
|                            |                               |                              |             |             |             |             |           
|OPERATING INCOME            |                               |                              | 73,841,952  |             |             | 66,049,368  |           
|                            |                               |                              |             |             |             |             |           
|OTHER INCOME (EXPENSE):     |                               |                              |             |             |             |             |           
|                            | Interest and other income     |                              |             | 111,975     |             |             | 141,719   
|                            | Interest expense              |                              |             | (6,210      | )           |             | (1,212,564
|                            |                               |                              |             |             |             |             |           
|                            |                               | Total other income (expense) |             |             | 105,765     |             |           
|                            |                               |                              |             |             |             |             |           
|NET INCOME                  |                               | $                            | 73,947,717  |             | $           | 64,978,523  |           
|                            |                               |                              |             |             |             |             |           

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

48

---





VICTORIA PARTNERS  (dba Monte Carlo Resort & Casino)        STATEMENTS OF CHANGES IN PARTNERS' EQUITY        YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

|                          |                           | Gold Strike L.V. |             | MRGS Corp.  |   | Total       |            
|------------------------- | ------------------------- | ---------------- | ----------- | ----------- | - | ----------- | -----------
|BALANCEDecember 31, 2000 |                           | $                | 125,001,796 |             | $ | 108,522,716 |            
|                          | Net income                |                  |             | 31,287,340  |   |             | 31,287,339 
|                          | Distributions to partners |                  |             | (36,000,000 | ) |             | (36,000,000
|                          |                           |                  |             |             |   |             |            
|BALANCEDecember 31, 2001 |                           |                  | 120,289,136 |             |   | 103,810,055 |            
|                          | Net income                |                  |             | 32,489,262  |   |             | 32,489,261 
|                          | Partners' contributions   |                  |             | 43,500,000  |   |             | 43,500,000 
|                          | Distributions to partners |                  |             | (37,000,000 | ) |             | (37,000,000
|                          |                           |                  |             |             |   |             |            
|BALANCEDecember 31, 2002 |                           |                  | 159,278,398 |             |   | 142,799,316 |            
|                          | Net income                |                  |             | 36,973,859  |   |             | 36,973,858 
|                          | Distributions to partners |                  |             | (38,000,000 | ) |             | (38,000,000
|                          |                           |                  |             |             |   |             |            
|BALANCEDecember 31, 2003 |                           | $                | 158,252,257 |             | $ | 141,773,174 |            
|                          |                           |                  |             |             |   |             |            

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

49

---



VICTORIA PARTNERS  (dba Monte Carlo Resort & Casino)        STATEMENTS OF CASH FLOWS        YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

|                                                                                        |                                                                                   | 2003                                        |                      | 2002                         |                                           | 2001       |            
|--------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------- | -------------------- | ---------------------------- | ----------------------------------------- | ---------- | -----------
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                   |                                                                                   |                                             |                      |                              |                                           |            |            
|                                                                                        | Net income                                                                        |                                             | $                    | 73,947,717                   |                                           | $          | 64,978,523 
|                                                                                        | Adjustments to reconcile net income to net cash provided by operating activities: |                                             |                      |                              |                                           |            |            
|                                                                                        |                                                                                   | Depreciation and amortization               |                      |                              | 12,945,409                                |            |            
|                                                                                        |                                                                                   | Gain on disposal of fixed assets            |                      |                              | (20,340                                   | )          |            
|                                                                                        |                                                                                   | Increase in allowance for doubtful accounts |                      |                              | 643,754                                   |            |            
|                                                                                        |                                                                                   | Changes in assets and liabilities:          |                      |                              |                                           |            |            
|                                                                                        |                                                                                   |                                             | Accounts receivable  |                              |                                           | (1,345,437 | )          
|                                                                                        |                                                                                   |                                             | Prepaid expenses     |                              |                                           | (24,960    | )          
|                                                                                        |                                                                                   |                                             | Inventories          |                              |                                           | (365,296   | )          
|                                                                                        |                                                                                   |                                             | Other assets         |                              |                                           | (19,354    | )          
|                                                                                        |                                                                                   |                                             | Accounts payable     |                              |                                           | (42,047    | )          
|                                                                                        |                                                                                   |                                             | Interest payable     |                              |                                           |           |            
|                                                                                        |                                                                                   |                                             | Accrued liabilities: |                              |                                           |            |            
|                                                                                        |                                                                                   |                                             |                      | Jackpots and prizes          |                                           |            | 121,956    
|                                                                                        |                                                                                   |                                             |                      | Salaries, wages and benefits |                                           |            | 899,075    
|                                                                                        |                                                                                   |                                             |                      | Gaming and other taxes       |                                           |            | 176,244    
|                                                                                        |                                                                                   |                                             |                      | Advance room deposits        |                                           |            | 2,166,065  
|                                                                                        |                                                                                   |                                             |                      | Other                        |                                           |            | 782,147    
|                                                                                        |                                                                                   |                                             |                      |                              |                                           |            |            
|                                                                                        |                                                                                   |                                             |                      |                              | Net cash provided by operating activities |            |            
|                                                                                        |                                                                                   |                                             |                      |                              |                                           |            |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                   |                                                                                   |                                             |                      |                              |                                           |            |            
|                                                                                        | Capital expenditures                                                              |                                             |                      | (12,676,747                  | )                                         |            | (5,745,035 
|                                                                                        | Proceeds from sale of fixed assets                                                |                                             |                      | 506,458                      |                                           |            | 65,105     
|                                                                                        |                                                                                   |                                             |                      |                              |                                           |            |            
|                                                                                        |                                                                                   |                                             |                      |                              | Net cash used in investing activities     |            |            
|                                                                                        |                                                                                   |                                             |                      |                              |                                           |            |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                   |                                                                                   |                                             |                      |                              |                                           |            |            
|                                                                                        | Partners' contributions                                                           |                                             |                      |                             |                                           |            | 87,000,000 
|                                                                                        | Distributions to partners                                                         |                                             |                      | (76,000,000                  | )                                         |            | (74,000,000
|                                                                                        | Payments on revolving credit facility                                             |                                             |                      |                             |                                           |            | (87,000,000
|                                                                                        |                                                                                   |                                             |                      |                              |                                           |            |            
|                                                                                        |                                                                                   |                                             |                      |                              | Net cash used in financing activities     |            |            
|                                                                                        |                                                                                   |                                             |                      |                              |                                           |            |            
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        |                                                                                   | $                                           | 1,694,644            |                              | $                                         | 926,463    |            
|CASH AND CASH EQUIVALENTSBeginning of year                                             |                                                                                   |                                             | 15,106,522           |                              |                                           | 14,180,059 |            
|                                                                                        |                                                                                   |                                             |                      |                              |                                           |            |            
|CASH AND CASH EQUIVALENTSEnd of year                                                   |                                                                                   | $                                           | 16,801,166           |                              | $                                         | 15,106,522 |            
|                                                                                        |                                                                                   |                                             |                      |                              |                                           |            |            
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid during the year for interest |                                                                                   | $                                           | 6,210                |                              | $                                         | 1,413,192  |            
|                                                                                        |                                                                                   |                                             |                      |                              |                                           |            |            

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

50

---





VICTORIA PARTNERS  (dba Monte Carlo Resort & Casino)        NOTES TO FINANCIAL STATEMENTS        YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

1. ORGANIZATION AND OPERATIONS

Gold Strike L.V., a subsidiary of Mandalay Resort Group ("MRG"), and MRGS Corp. (a subsidiary of Mirage Resorts, Incorporated) formed a partnership, Victoria
Partners (the "Partnership"), under a joint venture agreement. The purpose of the joint venture was to acquire certain unimproved property for the development and operation of a hotel-casino. The
Partnership is doing business under the name Monte Carlo Resort & Casino. The joint venture agreement was signed on December 9, 1994 and provides for an even split of net income or
losses from the Partnership, with MRG as managing partner. The casino opened for business on June 21, 1996.

During
1996, Gold Strike L.V. and MRGS Corp. made additional cash capital contributions to the Partnership of $37,000,000 and $21,500,000, respectively. Gold Strike L.V. also paid for
certain fixed assets on behalf of the Partnership of $13,600,000.

In
1997, Gold Strike L.V. made an additional capital contribution of $2,100,000 to fund completion of the project.

In
2002, Gold Strike L.V. and MRGS Corp. made cash capital contributions of $43,500,000 each in order to retire the reducing revolving loan facility (see Note 5).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of EstimatesThe preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.

Cash and Cash EquivalentsCash and cash equivalents include all cash balances and highly liquid
investments with maturities three months or less at the date of purchase.

Allowance for Doubtful AccountsThe Partnership reserves an estimated amount for receivables that may
not be collected. Methodologies for estimating bad debt reserves range from specific reserves to various percentages applied to aged receivables. Historical collection rates and customer relationships
are considered in determining specific reserves. Bad debt expense was $911,309, $2,375,718 and $1,934,365 for the years ended December 31, 2003, 2002 and 2001. Write-offs, net of
recoveries, were $267,553, $1,268,198 and $1,300,791 for the years ended December 31, 2003, 2002 and 2001, respectively.

InventoriesInventories are stated at the lower of cost, using a first-in,
first-out basis or market.

Property and EquipmentProperty and equipment are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful life of the asset.

Long-Lived AssetsIn accordance with the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the
Partnership evaluates the potential impairment of long-lived assets when events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be
recoverable. If it is determined that the carrying value of long-lived assets may not be recoverable based upon the relevant

51

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facts
and circumstances, the Partnership estimates the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted
future cash flows is less than the carrying value of the asset, the Partnership will recognize an impairment loss for the difference between the carrying value of the asset and its fair value.

Other AssetsOther assets consist of county license deposits, Internet domain name rights, china,
glass, silverware, linen and uniforms.

Income TaxesIncome taxes are not recorded by the Partnership since any income or loss is allocated to
the partners and included in their respective income tax returns. Accordingly, no provision for income taxes has been made and the Partnership has no liability for income taxes.

Deferred Finance ChargesFees paid by the Partnership in obtaining its long-term debt
facility were included in other assets and were fully amortized as of December 31, 2001. These charges were amortized over the period of the loan. Amortization relating to these charges of
$236,142 was included in interest expense in the year ended December 31, 2001.

Jackpots and PrizesThe Partnership accrues for all progressive slot machine jackpots and other fixed
jackpots in excess of $25,000. Fixed jackpot accruals are recorded as a reduction of gaming revenues ratably over the period of play expected to precede payout. Any portion of a jackpot not already
accrued is charged to revenue at the time of payout.

Revenue Recognition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. Hotel, food and beverage and other revenues are generally recognized as services are
provided to customers.

Complimentary AllowancesRevenues include the retail value of rooms, food and beverage furnished
gratuitously to customers. Such amounts are then deducted as complimentary allowances.

The
estimated costs of providing such complimentary allowances, as they relate to the casino department, are included in casino expenses as follows for the years ended
December 31:

2003

2002

2001Rooms

$
1,618,978

$
1,798,576

$
1,983,934Food and beverage


3,881,786


4,139,629


4,398,029Other


734,098


794,950


964,108$
6,234,862

$
6,733,155

$
7,346,071


Player Club PointsThe Partnership's casino player club allows customers to earn "points" based on the
volume of their gaming activity. These points are redeemable for certain complimentary services, merchandise and/or cash rebates. In February 2001, the Emerging Issues Task Force ("EITF") of
the Financial Accounting Standards Board ("FASB") 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. EITF Issue No. 00-22
requires that the redemption of points for cash be recognized as a reduction of revenue. The Partnership has complied with the requirements of EITF Issue No. 00-22 in the
accompanying statements of income.

AdvertisingAdvertising costs are expensed as incurred and amounted to $2,991,413, $4,030,752 and
$3,454,222 for the years ended December 31, 2003, 2002 and 2001, respectively.

Recently Issued Accounting PronouncementsDuring the period covered by these financial statements, the
FASB has issued certain pronouncements on accounting policies that the Partnership

52

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has
adopted as prescribed. The adoption of these accounting policies did not have a material impact on the Partnership's financial position or results of operations.

3. RELATED PARTY TRANSACTIONS

MRG provides management information system services to the Partnership and directly charges or allocates a portion of its costs to the Partnership. The allocation
to the partnership was $991,704 for each of the years ended December 31, 2003, 2002 and 2001 and is included in general and administrative expenses. Additionally, certain management employees
of MRG are assigned on a permanent basis to the Partnership. The cost of these employees' salaries paid by MRG is reimbursed by the Partnership.

The
Partnership participates with the MRG properties in cross-property marketing efforts through a casino players' club. The players' club's costs to the Partnership are based on actual
volume of activity at the Monte Carlo Resort & Casino.

During
2003, the Partnership sold fully depreciated, miscellaneous equipment to entities controlled by MRG for $1,500 and to employees for $1,602. During 2002, the Partnership sold fully
depreciated, miscellaneous equipment to entities controlled by MRG for $6,356.

4. PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31:

2003

2002

Estimated
Useful
Life
(Years)Land

$
54,979,644

$
54,979,644Buildings


264,094,344


263,586,452

30-45Leasehold improvements


6,100,923


6,100,923

2.5Furniture, fixtures and equipment


86,611,613


81,712,258

3-15Construction in progress


2,832,916


513,706414,619,440


406,892,983Less accumulated depreciation and amortization


(124,594,840
)

(116,158,603
)Property and equipmentnet

$
290,024,600

$
290,734,380


Included
in leasehold improvements is the 1996 purchase of the interest in the lease between Fri-Admin ("Carrows") and La Quinta Development Partners ("La Quinta") for
approximately $6,000,000. The Partnership subleased the property to Carrows, the former lessee. During 1997, New York-New York Hotel & Casino, LLC ("New York-New York")
purchased La Quinta and thereby became the lessor of the property. New York-New York is owned by MGM MIRAGE, the parent company of MRGS Corp. Under the agreement, the Partnership now pays
all obligations to New York-New York and is paid a similar amount by Carrows. The lease specifies a term of 10 years through November 2008 at an annual base rent of $73,142
and provides for certain additional rents based upon annual revenues. The lease also provides for an additional five-year renewal option, increasing the annual base rent to $75,000 through
November 2013.

5. REVOLVING CREDIT FACILITY

The Partnership had a revolving loan facility with a total commitment of $200,000,000 and a maturity date of April 2, 2002. The interest rate fluctuated
based on the Partnership's performance. At December 31, 2001, interest was payable at the London Interbank Offering Rate ("LIBOR") of

53

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1.9375%
plus a margin of .625%. The weighted-average interest rate as of December 31, 2001 was 2.75%. In 2002, the Partnership requested an extension of the maturity date. On July 5,
2002, the outstanding commitment was retired with funds contributed equally by each partner.

6. COMMITMENTS AND CONTINGENCIES

LitigationThe Partnership is party to various litigation arising in the normal course of business.
Management is of the opinion that the ultimate resolution of these matters will not have a material adverse effect on the Partnership's financial position or the results of operations.

Loss of Business PaymentOn April 11, 2003, the Partnership entered into an agreement with MRGS
Corp. pursuant to which MRGS Corp. agreed to pay the Partnership an amount representing the estimated loss of profits resulting from the temporary closure of the tram connecting the Monte Carlo to the
Bellagio (owned by MRGS Corp.). The agreement also provides for a payment to the Partnership if the rental income from leased outlets at Monte Carlo falls below a specified level during the period the
tram is closed. The Partnership is recognizing these payments as other revenues ratably over the period the tram is expected to be closed. The Partnership recognized $2,955,912 relating to these
payments as other revenues in 2003.

Operating LeasesThe Partnership leases certain equipment under operating leases. Future minimum
payments under noncancelable operating leases with initial terms of one year or more consist of the following at December 31, 2003:

2004

$
227,1382005


227,1382006


14,500$
468,776


Total
rental expense under operating leases for the years ended December 31, 2003, 2002 and 2001 was $865,295, $946,610 and $658,857, respectively.

******

54

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Partners
Victoria Partners dba Monte Carlo Resort & Casino

We
have audited the accompanying balance sheets of Victoria Partners dba Monte Carlo Resort & Casino (a Nevada Partnership, the "Partnership") as of December 31, 2003 and
2002, and the related statements of income, changes in partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our
responsibility is to
express an opinion on these financial statements based on our audits. The financial statements of the Partnership for the year ended December 31, 2001 were audited by other auditors who have
ceased operations. Those auditors expressed an unqualified opinion on those financial statements in their report dated February 26, 2002.

We
conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (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, such financial statements present fairly, in all material respects, the financial position of Victoria Partners dba Monte Carlo Resort & Casino as of
December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of
America.

DELOITTE
& TOUCHE LLP

March 12,
2004
Las Vegas, Nevada

55

---





This is a copy of the report previously issued by Arthur Andersen LLP. The report has not been reissued by Arthur Andersen LLP nor has Arthur Andersen LLP provided its consent to the
inclusion of its report in this Amendment No. 2 on Form 10-K/A to the Annual Report on Form 10-K.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To
the Partners of Victoria Partners
dba Monte Carlo Resort & Casino

We
have audited the accompanying balance sheets of VICTORIA PARTNERS dba MONTE CARLO RESORT & CASINO (a Nevada Partnership, the "Partnership") as of December 31, 2001 and
2000, and the related statements of income, changes in partners' equity and cash flows for each of the three years in the period ended December 31, 2001 (see note 2 regarding change to
previously issued financial statements). These financial statements are the responsibility of the Partnership'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 Victoria Partners dba Monte Carlo Resort & Casino as
of 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.

|                                    |  | 
|----------------------------------- |  | 
|ARTHUR ANDERSEN LLP                 |  | 
|Las Vegas, Nevada
February 26, 2002 |  | 

56

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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

Item 15 is amended herein solely for the purpose of including in the listing in (a)(1) below, the report of independent public accountants included in
Item 8 of this Form 10-K/A.

PageMANDALAY RESORT GROUPConsolidated Balance Sheets as of January 31, 2004 and 2003

3Consolidated Statements of Income for each of the three years ended January 31, 2004

4Consolidated Statements of Cash Flows for each of the three years ended January 31, 2004

5Consolidated Statements of Stockholders' Equity for each of the three years ended January 31, 2004

6Notes to Consolidated Financial Statements

7Report of Independent Registered Public Accounting Firm

34Management's Report on Financial Statements

35Selected Quarterly Financial Information (Unaudited)

36ELGIN RIVERBOAT RESORTRIVERBOAT CASINOBalance Sheets as of December 31, 2003 and 2002

37Statements of Income for each of the three years ended December 31, 2003

38Statements of Partners' Equity for each of the three years ended December 31, 2003

39Statements of Cash Flows for each of the three years ended December 31, 2003

40Notes to Financial Statements

41Report of Independent Registered Public Accounting Firm

45Report of Independent Accountants

46VICTORIA PARTNERSBalance Sheets as of December 31, 2003 and 2002

47Statements of Income for each of the three years ended December 31, 2003

48Statements of Changes in Partners' Equity for each of the three years ended December 31, 2003

49Statements of Cash Flows for each of the three years ended December 31, 2003

50Notes to Financial Statements

51Report of Independent Registered Public Accounting Firm

55Report of Independent Public Accountants

56


SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS  (in thousands)

|Year Ended January 31,               |  | Balance at
Beginning
of year |        | Charged to
Costs and
Expenses |   | Deductions |  | Balance at end of year
|------------------------------------ |  | ---------------------------- | ------ | ----------------------------- | - | ---------- |  | ----------------------
|2004 Allowance for doubtful accounts |  | $                            | 27,270 |                               | $ | 2,105      |  | $                     
|2003 Allowance for doubtful accounts |  |                              | 35,404 |                               |   | 7,165      |  |                       
|2002 Allowance for doubtful accounts |  |                              | 33,321 |                               |   | 20,381     |  |                       

57

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

|3.1.1. |  | Restated Articles of Incorporation of the Registrant as of July 15, 1998 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Commission File No. 1-8570.)                                                                                                                                                                                                                                  
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1.2. |  | 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Commission File
No. 1-8570.)                                                                                                                                                                                                                                                                                   
|3.1.3. |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                                          
|3.1.4. |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                                               
|3.2.   |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                                             
|3.3.   |  | Restated Bylaws of the Registrant dated June 26, 2003. (Incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2003Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                                           
|4.1.   |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                                                                                              
|4.2.   |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                                               
|4.3.   |  | Revolving Loan Agreement, dated as of August 22, 2001, by and among the Registrant, the banks named therein, Bank of America, N.A., as administration agent, and Citicorp USA, Inc, and Bankers Trust Company, as syndication agents for the Banks, and
the related Subsidiary Guarantee, dated August 22, 2001, 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
July 31, 2001Commission File No. 1-8570.)
|4.4.   |  | Term Loan Agreement, dated as of August 22, 2001, by and among the Registrant, the banks named therein, Bank of America, N.A., as administration agent, and Citicorp USA, Inc, and Bankers Trust Company, as syndication agents for the Banks, and the
related Subsidiary Guarantee, dated August 22, 2001, of the Registrant's subsidiaries named therein. (Incorporated by reference to Exhibit 4(b) to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended July 31,
2001Commission File No. 1-8570.)     
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

58

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|4.5.  |  | First Amendment Agreement, dated December 19, 2001, to the Revolving Loan Agreement and Term Loan Agreement, both dated August 22, 2001, by and among the Registrant, the banks named therein, Bank of America, N.A., as administration agent, and
Citicorp USA, Inc, and Bankers Trust Company, as syndication agents for the Banks, and the related Subsidiary Guarantee, dated August 22, 2001, of the Registrant's subsidiaries named therein. (Incorporated by reference to Exhibit 4.5 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2002Commission File No. 1-8570.)
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.6.  |  | Second Amendment Agreement, dated February 5, 2003, to the Revolving Loan Agreement and Term Loan Agreement, both dated August 22, 2001, by and among Mandalay Resort Group, the banks named therein and Bank of America, N.A. as administrative agent.
(Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated February 5, 2003Commission File No. 1-8570.)                                                                                                                                                                                                               
|4.7.  |  | Capital Markets Term Loan Agreement, dated as of August 22, 2001, by and among the Registrant, the banks named therein, Bank of America, N.A., as administration agent, and Citicorp USA, Inc, and Bankers Trust Company, as syndication agents for the
Banks, and the related Subsidiary Guarantee, dated August 22, 2001, of the Registrant's subsidiaries named therein. (Incorporated by reference to Exhibit 4(c) to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
July 31, 2001Commission File No. 1-8570.)                                                                 
|4.8.  |  | 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 on Form 10-Q for the quarterly period ended October 31,
1997Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                                                                   
|4.9.  |  | 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 on Form 10-Q for the quarterly period
ended October 31, 1997Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                                                    
|4.10. |  | 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 on Form 10-Q for the quarterly period ended
October 31, 1997Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                                                     
|4.11. |  | 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 on Form 10-Q for the quarterly
period ended October 31, 1997Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                                             
|4.12. |  | 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 on Form 10-Q for the quarterly period ended October
31, 1997Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                                                         
|4.13. |  | Indenture by and between the Registrant and First Interstate Bank of Nevada, N.A., as Trustee with respect to the Registrant's 63/4% Senior Subordinated Notes due 2003 and its 75/8% 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Commission File No. 1-8570.)                                                                                                                                                                                                                                          
|4.14. |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

59

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|4.15. |  | 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Commission File No. 1-8570.)                                                                         
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.16. |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                       
|4.17. |  | 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Commission File No. 1-8570.) 
|4.18. |  | 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  Commission
File No. 1-8570.)                                                                                                                                                                        
|4.19. |  | 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Commission File No. 1-8570.)                                                                                                                                       
|4.20. |  | 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Commission File No. 1-8570.) 
|4.21. |  | 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Commission
File No. 1-8570.)                                                                                                                                                                          
|4.22. |  | 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Commission File No. 1-8570.)
|4.23. |  | 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Commission File No. 1-8570.)                                                                                                                                                     
|4.24. |  | 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 91/4% 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Commission File No. 1-8570.)                                                
|4.25. |  | 91/4% 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Commission File No. 1-8570.)                                                                                                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                      

60

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|4.26. |  | Indenture dated as of July 24, 2000 by and between the Registrant and The Bank of New York with respect to $500 million aggregate principal amount of 101/4% Senior Subordinated Notes due 2007. (Incorporated by reference
to Exhibit 4.1 to the Registrant's Form S-4 Registration Statement No. 333-44216.)                                                                                                                                                                                                                                                                                                
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.27. |  | Indenture dated as of August 16, 2000 by and between the Registrant 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 Registrant's Form S-4 Registration Statement No. 333-44838.)                                                                                                                                                                                                                                                                                                           
|4.28. |  | Indenture dated as of December 20, 2001 by and among the Registrant and The Bank of New York, with respect to $300 million aggregate principal amount of 93/8% Senior Subordinated Notes due 2010. (Incorporated by reference to
Exhibit 4.1 to the Registrant's Form S-4 Registration Statement No. 333-82936.)                                                                                                                                                                                                                                                                                              
|4.29. |  | Registration Rights Agreement dated as of December 20, 2001 by and among the Registrant and Banc of America Securities LLC, Deutsche Bank Alex Brown, Inc., Salomon Smith Barney Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit
Lyonnais Securities (USA) Inc., Credit Suisse First Boston Corporation, Dresdner Kleinwort Wasserstein Grantchester Inc., Scotia Capital (USA) Inc., SG Cowen Securities Corporation, UBS Warburg LLC, and Wells Fargo Brokerage Services LLC.
(Incorporated by reference to Exhibit 4.2 to the Registrant's Form S-4 Registration Statement No. 333-82936.)
|4.30. |  | Indenture dated as of March 21, 2003 by and among the Registrant and The Bank of New York with respect to $400 million aggregate principal amount of Floating Rate Convertible Senior Debentures due 2033. (Incorporated by reference to Exhibit 4.44
to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2003Commission File No. 1-8570.)                                                                                                                                                                                                                                  
|4.31. |  | Registration Rights Agreement dated as of March 21, 2003 by and between the Registrant and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC. (Incorporated by reference to
Exhibit 4.45 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2003Commission File No. 1-8570.)                                                                                                                                                                                                                                      
|4.32. |  | Indenture, dated as of July 31, 2003, by and between the Registrant and The Bank of New York with respect to $250 million aggregate principal amount of 61/2% Senior Notes due 2009. (Incorporated by reference to
Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2003Commission File No. 1-8570.)                                                                                                                                                                                                                                                    
|4.33. |  | Registration Rights Agreement, dated as of July 31, 2003, by and among the Registrant and Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Credit Suisse First Boston LLC, Merrill Lynch, Pierce, Fenner
& Smith Incorporated, SG Cowen Securities Corporation, Credit Lyonnais Securities (USA) Inc., Scotia Capital (USA) Inc., BNY Capital Markets, Inc. and Mizuho International plc. (Incorporated by reference to Exhibit 4.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2003Commission File No. 1-8570.)  
|4.34. |  | Indenture, dated as of November 25, 2003, by and between the Registrant and The Bank of New York with respect to $250 million aggregate principal amount of 63/8% Senior Notes due 2011. (Incorporated by reference to
Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2003Commission File No. 1-8570.)                                                                                                                                                                                                                                             
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|4.35.  |  | Registration Rights Agreement, dated as of November 25, 2003, by and among the Registrant and Banc of America Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Credit Suisse First Boston LLC, J.P. Morgan Securities Inc.,
SG Cowen Securities Corporation, Credit Lyonnais Securities (USA) Inc., Scotia Capital (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho International plc. and Wells Fargo Securities, LLC. (Incorporated by reference to
Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2003Commission File No. 1-8570.)
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1.* |  | 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.)                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.2.* |  | 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.)                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.3.* |  | 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.)                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.4.* |  | 1998 Stock Option Plan. (Incorporated by reference to Exhibit 4(g) to the Registrant's Registration Statement (No. 333-51073) on Form S-8.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.5.* |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.6.* |  | 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.)                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.7.* |  | 2002 Stock Incentive Plan. (Incorporated by reference to Appendix B to the Registrant's definitive proxy statement dated May 14, 2002 relating to the 2002 Annual Meeting of Registrant's Stockholders.)                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.8.* |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.9.  |  | 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.)                                                                                                                                                                                                                                                                                                                                                                                        
|10.10. |  | Fourteenth Amendment, dated November 21, 2000, to the Registrant's Employees' Profit Sharing and Investment Plan. (Incorporated by reference to Exhibit 10(j) to the Registrant's Annual Report on Form 10-K for the fiscal year ended January
31, 2001Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                                                                                               
|10.11. |  | Fifteenth Amendment, dated November 29, 2001, to the Registrant's Employees' Profit Sharing and Investment Plan. (Incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31,
 2002Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                                                                                               
|10.12. |  | Sixteenth Amendment, dated November 20, 2002, to the Registrant's Employees' Profit Sharing and Investment Plan. (Incorporated by reference to Exhibit 4(g) to Post Effective Amendment No. 12 to the Registrant's Registration Statement
No. 33-18278 on Form S-8.)                                                                                                                                                                                                                                                                                                                                                                               
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|10.13. |  | Seventeenth Amendment, dated December 31, 2002, to the Registrant's Employees' Profit Sharing and Investment Plan. (Incorporated by reference to Exhibit 10.14 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January
31, 2003Commission File No. 1-8570.)                                                                                                                                                                                              
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.14. |  | Eighteenth Amendment and Restatement, dated October 10, 2003, of the Registrant's Employees' Profit Sharing and Investment Plan. (Incorporated by reference to Exhibit 4(d) to Post Effective Amendment No. 13 to the Registrant's Registration
Statement (No. 33-18278) on Form S-8.)                                                                                                                                                                                             
|10.15. |  | Nineteenth Amendment, dated December 17, 2003, of the Registrant's Employees' Profit Sharing and Investment Plan. (Incorporated by reference to Exhibit 4(e) to Post Effective Amendment No. 14 to the Registrant's Registration Statement
(No. 33-18278) on Form S-8.)                                                                                                                                                                                                            
|10.16. |  | Ninth Amendment and Restatement of 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.)                                                                                                                                                                                                                          
|10.17. |  | Tenth Amendment and Restatement of the Registrant's Employees' Profit Sharing and Investment Trust. (Incorporated by reference to Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31,
2002Commission File No. 1-8570.)                                                                                                                                                                                                             
|10.18. |  | Eleventh Amendment and Restatement of the Registrant's Employees' Profit Sharing and Investment Trust. (Incorporated by reference to Exhibit 4(e) to Post Effective Amendment No. 13 to the Registrant's Registration Statement
(No. 33-18278) on Form S-8.)                                                                                                                                                                                                                       
|10.19. |  | 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.)                                                                                                                                                                                     
|10.20. |  | 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.)                                                                                                                                                                                                              
|10.21. |  | 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.)                                                                                                                                               
|10.22. |  | 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.)
|10.23. |  | Amended and Restated Agreement of Joint Venture of Circus and Eldorado Joint Venture by and between Eldorado Limited Liability Company and Galleon, Inc. (Incorporated by reference to Exhibit 3.3 to the Form S-4 Registration Statement of
Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.Commission File No. 333-87202.)                                                                                                                                     
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|10.24. |  | 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 on Form 10-Q for the quarterly period ended October 31, 1997Commission File
No. 1-8570.)
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.25. |  | 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Commission File No. 1-8570.)                                                                                                                                                
|10.26. |  | Second and Amended and Restated Credit Agreement, dated as of March 5, 2002, among Circus and Eldorado Joint Venture, the banks referred to therein and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.2
to the Annual Report on Form 10-K for the year ended December 31, 2001 of Eldorado Resorts LLC and Eldorado Capital Corp.Commission File No. 333-11811.)                                                                                              
|10.27. |  | Guaranty, dated as of March 5, 2002, made by Silver Legacy Capital Corp., in favor of Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.3 to the Annual Report on Form 10-K for the year ended December
31, 2001 of Eldorado Resorts LLC and Eldorado Capital Corp.Commission File No. 333-11811.)                                                                                                                                                                
|10.28. |  | Second Amended and Restated Security Agreement, dated as of March 5, 2002, by and between Circus and Eldorado Joint Venture and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.4 to the Annual Report on
Form 10-K for the year ended December 31, 2001 of Eldorado Resorts LLC and Eldorado Capital Corp.Commission File No. 333-11811.)                                                                                                                      
|10.29. |  | Guarantor Security Agreement, dated as of March 5, 2002, by and between Silver Legacy Capital Corp. and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.5 to the Annual Report on Form 10-K for the
year ended December 31, 2001 of Eldorado Resorts LLC and Eldorado Capital Corp.Commission File No. 333-11811.)                                                                                                                                              
|10.30. |  | Second Amended and Restated Deed of Trust, dated as of February 26, 2002, but effective March 5, 2002, by and among Circus and Eldorado Joint Venture and Bank of America, N.A., as administrative agent. (Incorporated by reference to
Exhibit 10.9.6 to the Annual Report on Form 10-K for the year ended December 31, 2001 of Eldorado Resorts LLC and Eldorado Capital Corp.Commission File No. 333-11811.)                                                                                            
|10.31. |  | Second Amended and Restated Assignment of Rent and Revenues entered into as of February 26, 2002, but effective March 5, 2002, by and between Circus and Eldorado Joint Venture and Bank of America, N.A., as administrative agent. (Incorporated by
reference to Exhibit 10.9.7 to the Annual Report on Form 10-K for the year ended December 31, 2001 of Eldorado Resorts LLC and Eldorado Capital Corp.Commission File No. 333-11811.)                                                                  
|10.32. |  | Second Amended and Restated Collateral Account Agreement, dated March 5, 2002, by and between Circus and Eldorado Joint Venture and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.8 to the Annual Report
on Form 10-K for the year ended December 31, 2001 of Eldorado Resorts LLC and Eldorado Capital Corp.Commission File No. 333-11811.)                                                                                                                  
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|10.33. |  | Intercreditor Agreement, dated as of March 5, 2002, by and among Bank of America, N.A., as administrative agent, The Bank of New York, as trustee, Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. (Incorporated by reference to
Exhibit 10.9.9 to the Annual Report on Form 10-K for the year ended December 31, 2001 of Eldorado Resorts LLC and Eldorado Capital Corp.Commission File No. 333-11811.)                                                                                                                                                                                 
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.34. |  | Indenture, dated as of March 5, 2002, among Circus and Eldorado Joint Venture, Silver Legacy Capital Corp., and The Bank of New York, as trustee. (Incorporated by reference to Exhibit 10.10.1 to the Annual Report on Form 10-K for the year
ended December 31, 2001 of Eldorado Resorts LLC and Eldorado Capital Corp.Commission File No. 333-11811.)                                                                                                                                                                                                                                                   
|10.35. |  | Deed of Trust, dated as of February 26, 2002, by Circus and Eldorado Joint Venture, to First American Title Company of Nevada for the benefit of The Bank of New York. (Incorporated by reference to Exhibit 10.10.2 to the Annual Report on
Form 10-K for the year ended December 31, 2001 of Eldorado Resorts LLC and Eldorado Capital Corp.Commission File No. 333-11811.)                                                                                                                                                                                                                              
|10.36. |  | Security Agreement, dated as of March 5, 2002, by and between Circus and Eldorado Joint Venture and Silver Legacy Corp. for the benefit of The Bank of New York, as trustee. (Incorporated by reference to Exhibit 10.10.3 to the Annual Report on
Form 10-K for the year ended December 31, 2001 of Eldorado Resorts LLC and Eldorado Capital Corp.Commission File No. 333-11811.)                                                                                                                                                                                                                        
|10.37. |  | Assignment of Rent and Revenues entered into as of February 26, 2002, by and between Circus and Eldorado Joint Venture and The Bank of New York, as trustee. (Incorporated by reference to Exhibit 10.10.4 to the Annual Report on Form 10-K for
the year ended December 31, 2001 of Eldorado Resorts LLC and Eldorado Capital Corp.Commission File No. 333-11811.)                                                                                                                                                                                                                                        
|10.38. |  | Collateral Account Agreement, dated as of March 5, 2002, by and among Circus and Eldorado Joint Venture, Silver Legacy Capital Corp., and The Bank of New York, as trustee. (Incorporated by reference to Exhibit 10.10.5 to the Annual Report on
Form 10-K for the year ended December 31, 2001 of Eldorado Resorts LLC and Eldorado Capital Corp.Commission File No. 333-11811.)                                                                                                                                                                                                                         
|10.39. |  | Environment Indemnity Agreement entered into as of March 5, 2002, by Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. (Incorporated by reference to Exhibit 10.10.6 to the Annual Report on Form 10-K for the year ended
December 31, 2001 of Eldorado Resorts LLC and Eldorado Capital Corp.Commission File No. 333-11811.)                                                                                                                                                                                                                                                              
|10.40. |  | 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Commission File No. 1-8570.)  
|10.41. |  | 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.)
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|10.42.  |  | 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Commission File No. 1-8570.)                                           
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.43.  |  | 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Commission File No. 1-8570.)                                                   
|10.44.  |  | 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.)
|10.45.  |  | 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.)                                                                                                  
|10.46.  |  | 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.)                                                        
|10.47.* |  | 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.)                                                                                                                                                                                                                                         
|10.48.  |  | 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Commission File No. 1-8570.)                                                                                                                                                                
|10.49.  |  | 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Commission File No. 1-8570.)                                                                                                                                                           
|10.50.  |  | 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Commission File No. 1-8570.)                                                                                                                                                         
|10.51.  |  | 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Commission File No. 1-8570.)                                                                                                                                                            
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|10.52. |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                                                                               
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.53. |  | 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.)
|10.54. |  | 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.)                                                                                                                                                                                                                                                                            
|10.55. |  | 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.)                                                                                                                                                                                                                                                                      
|10.56. |  | Amendment No. 3 to the Victoria Partners Loan Agreement, dated as of July 28, 1995. (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1995 of Mirage Resorts,
Incorporated. Commission File No. 1-6697.)                                                                                                                                                                                                                                                                      
|10.57. |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                   
|10.58. |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                         
|10.59. |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                           
|10.60. |  | 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.)                                                                                                                                                                                                                                                                  
|10.61. |  | Amendment No. 8 to the Victoria Partners Loan Agreement, dated as of March 28, 2002. (Incorporated by reference to Exhibit 10.58 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2002Commission
File No. 1-8570.)                                                                                                                                                                                                                                                                                             
|10.62. |  | 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.)                                                                                                                                                                                                                     
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|10.63. |  | 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.)                                                        
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.64. |  | 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.)                                                 
|10.65. |  | 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Commission File No. 1-8570.)                                                                             
|10.66. |  | 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Commission File No. 1-8570.)                                                                              
|10.67. |  | 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Commission File No. 1-8570.)                                  
|10.68. |  | 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 on Form 10-Q for the quarterly period
ended October 31, 1997Commission File No. 1-8570.)                                        
|10.69. |  | 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Commission File No. 1-8570.)                           
|10.70. |  | 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Commission File No. 1-8570.)                   
|10.71. |  | Second 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(jjj) to the Registrant's Annual Report on Form 10-K for
the fiscal year ended January 31, 2000Commission File No. 1-8570.)                          
|10.72. |  | 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. (Incorporated by reference to Exhibit 10(ddd) to the Registrant's Annual Report
on Form 10-K for the fiscal year ended January 31, 2001Commission File No. 1-8570.)  
|10.73. |  | Fourth Amendment dated August 2, 2002, 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 10.3 to the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended October 31, 2003Commission File No. 1-8570.)
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|10.74. |  | Fifth Amendment dated October 31, 2003, 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 10.4 to the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended October 31, 2003Commission File No. 1-8570.)                                                                                                                                   
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.75. |  | 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Commission File No. 1-8570.)                                             
|10.76. |  | First Amendment, dated June 25, 1998, 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Commission File No. 1-8570.)
|10.77. |  | 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Commission File No. 1-8570.)        
|10.78. |  | Third Amendment, dated November 30, 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. (Incorporated by reference to Exhibit 10(hhh) to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2001Commission File No. 1-8570.)     
|10.79. |  | Fourth Amendment, dated November 2001, 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 10.74 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2002Commission File No. 1-8570.)          
|10.80. |  | Fifth Amendment, dated March 2002, 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 10.75 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2002Commission File No. 1-8570.)              
|10.81. |  | Sixth Amendment, dated April 2002, 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 10.76 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2002Commission File No. 1-8570.)              
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|10.82. |  | Seventh Amendment, dated June 12, 2002, 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 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2002Commission File No. 1-8570.)
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.83. |  | 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Commission File No. 1-8570.)                                                                                                                     
|10.84. |  | 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Commission File No. 1-8570.)                                                                                        
|10.85. |  | 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Commission File No. 1-8570.)                                                                                                        
|10.86. |  | 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. (Incorporated by reference to
Exhibit 10(lll) to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2001Commission File No. 1-8570.)                                                                                 
|10.87. |  | 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. (Incorporated by reference to Exhibit 10(mmm) to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2001Commission File No. 1-8570.)                          
|10.88. |  | 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Commission File No. 1-8570.)                                                                                                                                                                 
|10.89. |  | 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Commission File No. 1-8570.)                                                                                                                                                                                    
|10.90. |  | 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Commission File No. 1-8570.)              
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|10.91.  |  | 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. (Incorporated by reference to Exhibit 10(rrr) to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2001Commission File
No. 1-8570.)
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.92.  |  | 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Commission File No. 1-8570.)                                                                                                                                                                   
|10.93.  |  | Master Lease, dated December 21, 2001, among the Registrant, Mandalay Corp., Ramparts, Inc., New Castle Corp., and Circus Circus Casinos, Inc. as lessees and Wells Fargo Bank Northwest, N.A., as lessor. (Incorporated by reference to
Exhibit 10.88 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2002Commission File No. 1-8570.)                                                                                                                    
|10.94.  |  | Guaranty, dated December 21, 2001, by the Registrant and its subsidiaries named therein in favor of Wells Fargo Bank Northwest, N.A., and the other beneficiaries named therein. (Incorporated by reference to Exhibit 10.89 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 31, 2002Commission File No. 1-8570.)                                                                                                                                              
|10.95.  |  | Aircraft Lease Agreement between the Registrant and General Electric Capital Corporation. (Incorporated by reference to Exhibit 10.90 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2002Commission
File No. 1-8570.)                                                                                                                                                                                                                                     
|10.96.  |  | Aircraft Lease Agreement, dated December 28, 2001, between the Registrant and General Electric Capital Corporation. (Incorporated by reference to Exhibit 10.91 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 2002Commission File No. 1-8570.)                                                                                                                                                                                                           
|10.97.* |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                                                                                               
|10.98.* |  | Amendment No. 1 to Supplemental Executive Retirement Plan. (Incorporated by reference to Exhibit 10(uuu) to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2001Commission File No. 1-8570.)                                                                                                                                                                                                                                                                  
|10.99.* |  | Amendment No. 2 to Supplemental Executive Retirement Plan. (Incorporated by reference to Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2001Commission File No. 1-8570.)                                                                                                                                                                                                                                                               
|10.100. |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                      
|10.101. |  | 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. (Incorporated by reference to Exhibit 10(www) to the Registrant's Annual Report
on Form 10-K for the fiscal year ended January 31, 2001Commission File No. 1-8570.)                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|10.102. |  | 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. (Incorporated by reference to Exhibit 10(xxx) to the Registrant's Annual Report
on Form 10-K for the fiscal year ended January 31, 2001Commission File No. 1-8570.)                                                                                                                                                                                                                                                                  
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.103. |  | Amendment, dated as of September 15, 2001, to Stock Purchase Agreement, dated as of September 8, 2000, among the Registrant, Bank of America, N.A., and MBG Trust, and to the 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(a) to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2001Commission File
No. 1-8570.)                                                                                                    
|10.104. |  | Amendment, dated as of February 6, 2002, to Stock Purchase Agreement, dated as of September 8, 2000, among the Registrant, Bank of America, N.A., and MBG Trust, and to the 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 10.99 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2002Commission File No. 1-8570.)                                                                                                              
|10.105. |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                       
|10.106. |  | 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Commission File No. 1-8570.)                                                                                                                                                                                                                                                                                                
|10.107. |  | Amendment, dated as of September 15, 2001, to the 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(b) to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2001Commission File No. 1-8570.)                                                                                                                                                                                                                                          
|10.108. |  | Master Lease, dated as of June 30, 2003, by and among the Registrant, Mandalay Corp., Ramparts, Inc., New Castle Corp. and Circus Circus Casinos, Inc., as lessees and Wells Fargo Bank Northwest, National Association, as lessor. (Incorporated by
reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2003Commission File No. 1-8570.)                                                                                                                                                                                                  
|10.109. |  | Guaranty, dated as of June 30, 2003, by the Registrant and its subsidiaries named therein in favor of Wells Fargo Bank Northwest, National Association, and the other beneficiaries named therein. (Incorporated by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2003Commission File No. 1-8570.)                                                                                                                                                                                                                                   
|10.110. |  | Participation Agreement, dated as of June 30, 2003, by and among the Registrant, Mandalay Corp., Ramparts, Inc., New Castle Corp. and Circus Circus Casinos, Inc., as lessees, the Registrant and its subsidiaries named therein as guarantors, Wells
Fargo Bank Northwest, National Association, as lessor and trustee, the persons named therein as lenders and Wells Fargo Bank Nevada, National Association, as collateral agent. (Incorporated by reference to Exhibit 10.3 to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2003Commission File No. 1-8570.)
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|10.111. |  | 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Commission File No. 1-8570.)
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.112. |  | 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Commission File No. 1-8570.)             
|10.113. |  | 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Commission File No. 1-8570.)             
|10.114. |  | Interest Rate Swap Agreement, dated as of June 3, 2002, by and between the Registrant and Citibank, N.A. (Incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended July 31,
 2002Commission File No. 1-8570.)                             
|10.115. |  | Interest Rate Swap Agreement, dated as of June 3, 2002, by and between the Registrant and Citibank, N.A. (Incorporated by reference to Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended July 31,
 2002Commission File No. 1-8570.)                             
|10.116. |  | Interest Rate Swap Agreement, dated as of August 7, 2002, by and between the Registrant and Citibank, N.A. (Incorporated by reference to Exhibit 4.3 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
July 31, 2002Commission File No. 1-8570.)                            
|10.117. |  | Interest Rate Swap Agreement, dated as of August 7, 2002, by and between the Registrant and Bank of America, N.A. (Incorporated by reference to Exhibit 4.4 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
July 31, 2002Commission File No. 1-8570.)                     
|10.118. |  | Interest Rate Swap Agreement, dated as of February 13, 2003, by and between the Registrant and Bank of America, N.A. (Incorporated by reference to Exhibit 4.16 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January
31, 2003Commission File No. 1-8570.)                      
|10.119. |  | Interest Rate Swap Agreement, dated as of February 12, 2003, by and between the Registrant and The Bank of Nova Scotia. (Incorporated by reference to Exhibit 4.17 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 2003Commission File No. 1-8570.)                   
|10.120. |  | 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 on Form 10-Q for the quarterly period
ended October 31, 1997Commission File No. 1-8570.)        
|10.121. |  | 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Commission File No. 1-8570.)                
|        |  |                                                                                                                                                                                                                                                                                                             

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|10.122. |  | 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Commission File No. 1-8570.)
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.123. |  | 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Commission File No. 1-8570.)
|10.124. |  | Interest Rate Swap Agreement, dated as of July 31, 2003, by and between the Registrant and Bank of America, N.A. (Incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended July 31, 2003Commission File No. 1-8570.)      
|10.125. |  | Interest Rate Swap Agreement, dated as of July 31, 2003, by and between the Registrant and Bank of America, N.A. (Incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended July 31, 2003Commission File No. 1-8570.)      
|10.126. |  | Interest Rate Swap Agreement, dated as of December 2, 2003, by and between the Registrant and Bank of America, N.A. (Incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended October 31, 2003Commission File No. 1-8570.)
|10.127. |  | Interest Rate Swap Agreement, dated as of December 1, 2003, by and between the Registrant and Deutsche Bank AG. (Incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
October 31, 2003Commission File No. 1-8570.)    
|10.128. |  | Interest Rate Swap Agreement, dated as of April 6, 2004, by and between the Registrant and Bank of America, N.A.**                                                                                                                                                                           
|12.     |  | Statement regarding Computation of Ratio of Earnings to Fixed Charges.**                                                                                                                                                                                                                     
|21.     |  | Subsidiaries of the Registrant.**                                                                                                                                                                                                                                                            
|23.1.   |  | Consent of Deloitte & Touche LLP related to the Registrant's Consolidated Financial Statements.                                                                                                                                                                                              
|23.2.   |  | Consent of Deloitte & Touche LLP related to the financial statements of Elgin Riverboat ResortRiverboat Casino.                                                                                                                                                                             
|23.3.   |  | Consent of Deloitte & Touche LLP related to the financial statements of Victoria Partners.                                                                                                                                                                                                   
|23.4.   |  | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                                       
|31.1.   |  | Certification of Michael S. Ensign, Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                      
|31.2.   |  | Certification of Glenn Schaeffer, Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                        
|32.1.   |  | Certification of Michael S. Ensign Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                              

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|32.2. |  | Certification of Glenn Schaeffer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------

---

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 our consolidated total assets. 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, 2004, Mandalay filed the following reports 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 15(a)(3)
above, and the exhibits filed herewith are listed on the Index to Exhibits which accompanies this report.

(d)   See
Item 15(a)(2) of this report.

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SIGNATURE

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(Registrant)
|------------------- |  | ---------------------------------
|                    |  |                                  
|Date: July 26, 2004 |  | By:                              

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INDEX TO EXHIBITS        FORM 10-K/A        Fiscal Year Ended        January 31, 2004

|Exhibit
Number |  |                                                                                                                                             
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|23.1.          |  | Consent of Deloitte & Touche LLP related to the Registrant's Consolidated Financial Statements.                                             
|23.2.          |  | Consent of Deloitte & Touche LLP related to the financial statements of Elgin Riverboat ResortRiverboat Casino.                            
|23.3.          |  | Consent of Deloitte & Touche LLP related to the financial statements of Victoria Partners.                                                  
|23.4.          |  | Consent of PricewaterhouseCoopers LLP.                                                                                                      
|31.1.          |  | Certification of Michael S. Ensign, Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                     
|31.2.          |  | Certification of Glenn Schaeffer, Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                       
|32.1.          |  | Certification of Michael S. Ensign Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2.          |  | Certification of Glenn Schaeffer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  

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