Exhibit 13

Management's Discussion and Analysis

FINANCIAL POLICY

A key part of the Company's financial policy is a focus on free
cash flow, which represents true economic profit.  Free cash flow
is the cash remaining after all expenses, including ordinary (or
maintenance) reinvestment in the business.  Strong free cash flow
provides the Company with financial flexibility and the
opportunity to pursue a range of options, including sizeable
reinvestment in the business, accelerated repayment of
indebtedness or cash distributions to shareholders, such as share
repurchases.  It also means that we have ready access to capital
markets at comparatively low rates (Circus has the lowest blended
fixed-coupon debt in the industry, along with the longest average
maturity).  Circus has always been an extraordinary cash
generator, producing more than $1 billion in free cash flow over
the past five years.  For fiscal 1998, our free cash flow on a
per share basis was $2.23, more than 120% higher than our
earnings per share (prior to write-offs).

FREE CASH FLOW ANALYSIS
Year ended January 31, 
(in thousands)                      1998     1997     1996     1995     1994 
                
Income from operations*          $247,152 $276,092 $301,753 $259,019 $217,567
Add noncash expenses 
  Depreciation and 
   amortization                   129,729  103,717   98,380   82,753   58,965
  Joint venture depreciation       24,357   18,785    6,712        -        -
  Other                               (65)     (65)     (65)     (65)     (65)
Cash generated from 
 operations before income tax     401,173  398,529  406,780  341,707  276,467
Cash income taxes                 (37,395) (48,043) (55,995) (52,500) (47,000)
Interest, dividends and
 other income (loss)               15,820   11,941   11,539    1,217     (683) 
Proceeds from disposal of assets    8,160    3,056    1,353      415      685
Cash available for repayment
 of debt and reinvestment         387,758  365,483  363,677  290,839  229,469
Scheduled principal and 
 interest payments                (99,831) (63,356) (58,018) (45,935) (35,207)
Joint venture scheduled principal
 and interest payments            (25,417) (22,261)  (7,076)       -        -  
Ordinary capital expenditures     (50,979) (50,117) (31,936) (29,856) (33,182)
Free cash flow                   $211,531 $229,749 $266,647 $215,048 $161,080

* Before nonrecurring charges.




                                   -25-


FISCAL 1998 COMPARED WITH FISCAL 1997

RESULTS OF OPERATIONS

For the year ended January 31, 1998, the Company reported net
income of $89.9 million, or $.95 per share, compared to $100.7
million, or $.99 per share, in the prior year.  Average shares
outstanding totaled 94.9 million as against 101.9 million,
reflecting the repurchase of 10.1 million shares of the Company's
stock in fiscal 1997.

During fiscal 1998, the Company recognized approximately $8.0
million in costs associated with the resignation of its chairman
and $3.4 million in preopening expenses related to the opening of
a 1,100-room hotel at its remodeled Gold Strike Casino Resort in
Tunica County, Mississippi.  Also during the year, the Company
recognized a $6.0 million gain on the sale of a company airplane. 
In the prior year, the Company took one-time asset write-offs
totaling $48.3 million, related primarily to construction and
remodeling at Luxor and Circus Circus-Las Vegas. The Company also
recognized $5.6 million in preopening expenses (reflected in
Earnings of Unconsolidated Affiliates) related to the June 21,
1996, opening of Monte Carlo, a 50%-owned joint venture
hotel/casino on the Las Vegas Strip.  Excluding the effect of   
these nonrecurring items, earnings per share for fiscal 1998 were
$1.01 versus $1.33 in the prior year.
  
The decline in earnings was due primarily to two factors.  The
first was lower operating income at Excalibur, which faced
significant new competition from New York-New York, Monte Carlo
and the expanded Luxor.  The second factor was higher interest
expense arising from borrowings in the prior year for the
expansion projects at Luxor and Circus Circus-Las Vegas.  Also
negatively affecting results for fiscal 1998 was the closure of
the Hacienda Hotel and Casino in December 1996.  This property
was demolished to make way for the construction of Mandalay Bay,
the Company's destination resort currently under construction on
the Las Vegas Strip.  (See Financial Position and Capital
Resources for additional details regarding Mandalay Bay.) 
Additionally, the Company sold its interest in Windsor Casino
Limited in January 1997.    

REVENUES

Revenues for fiscal 1998 increased $20.2 million, or 2%, from the
prior year.  This increase was attributable primarily to Luxor,
whose revenues grew $78.2 million, or 34%, on the strength of
1,950 new rooms (however, this comparison is against a prior year
when the property's operations were significantly disrupted by
construction).  Circus Circus-Las Vegas posted an increase in
revenues of $11.1 million, or 5%, due to 1,000 new rooms which
opened late last year (though this comparison, too, is with a
construction-disrupted year).

The Company also benefitted from a full year's contribution from
Monte Carlo.  This property contributed $34.2 million to the
Company's revenues in fiscal 1998 as against $16.6 million in the
prior year, when the property was open only seven months.  (The
Company's share of the operating income of joint ventures is
recorded as revenue under Earnings of Unconsolidated Affiliates.) 
Meanwhile, the Company's 50% interest in Silver Legacy
contributed $20.7 million to the Company's revenues in fiscal
1998 versus $12.0 million in fiscal 1997.  Effective May 1, 1997,
the Company began receiving a priority return on its investment
in Silver Legacy representing approximately two-thirds of the
joint venture's







































                                   -26-

operating income.  Based on current projections, the Company
anticipates receiving this priority return for a period of
approximately two years.

The above increases were offset by the closure of the Hacienda in
December 1996, which had produced $41.6 million in revenues in
fiscal 1997, and by lower results at Excalibur, whose revenues
decreased $23.4 million, or 8%, from their record level of the
prior year.  

Casino revenues declined $23.8 million, or 4%, during fiscal
1998.  While Luxor's casino revenues grew 22% due to its
expansion, this was offset by the closure of the Hacienda and a
10% decrease in casino revenues at Excalibur.  Meanwhile, hotel
revenues rose $36.4 million, or 12%, due to the additional rooms
at Luxor and Circus Circus-Las Vegas versus the prior year.  The
Company's combined hotel occupancy fell from 94% to 88%, compared
with a decline in the overall occupancy in the Las Vegas market
from 90% to 86%.  Revenues in the Company's other principal
revenue centers (food, beverage, amusements and retail) were
essentially flat against the prior year.

INCOME FROM OPERATIONS (excluding nonrecurring items)

Income from operations for fiscal 1998 decreased $28.9 million,
or 10%, from the prior year.  The Company's composite operating
margin was 18.2%, compared with 20.6% in fiscal 1997.  The
principal factor behind this decline was depreciation expense,
which was $26.0 million higher in fiscal 1998 due to the
expansion projects at Luxor and Circus Circus-Las Vegas that were
completed in the prior year.  Operating income was also
negatively affected by lower results at Excalibur, closure of the
Hacienda and sale of the Company's interest in Windsor Casino
Limited, which in fiscal 1997 had contributed $9.5 million of
operating income to the Company's results.  A discussion of
operating results by market follows.

Las Vegas

Overall, results at our Las Vegas properties fell below those for
the prior year.  In particular, Excalibur's operating income
declined $23.6 million, or 26%, from its record level in fiscal
1997.  The decline was due to increased competition and overall
weakness in the Las Vegas market.  Despite an approximate 11%
increase in Las Vegas hotel rooms, the number of visitors to the
city grew by only 3%.  The closure of the Hacienda in late 1996
also adversely affected our results, given that this property had
produced $6.4 million in operating income in fiscal 1997.  

At Luxor, operating income increased $12.3 million, or 33%,
mainly because of the 1,950 new rooms placed in service late last
year.  This property underwent significant remodeling in fiscal
1997, and certain elements of the remodeling extended into fiscal
1998.  Work continued on the showroom until its opening in
September 1997, and on RA, The Nightclub, until its opening in
December 1997.  The Company believes this remodeling had a
disruptive effect on operations in fiscal 1998, though not to the
same extent as in the prior year.

Operating income at Circus Circus-Las Vegas was slightly below
that for the prior year despite the addition of 1,000 new rooms. 
While these new rooms ran at nearly 100% occupancy, additional
depreciation expense on the rooms offset










































                                   -27-

much of the benefit.  Moreover, the Company believes that many of
the guests staying at Circus Circus-Las Vegas are spending a
portion of their time visiting the newer megaresorts on the south
end of the Las Vegas Strip, and that a number of the guests
staying in the new hotel rooms represent former "walk-in"
customers who were already established as gaming customers.  

Monte Carlo - a joint venture with Mirage Resorts - contributed
$17.6 million more in operating income (as the Company's 50%
share) than in fiscal 1997, when the property was open for seven
months.

Reno

In Reno, operating income at the 50%-owned Silver Legacy rose 34%
over the prior year.  The presence of the Women's National
Bowling Tournament contributed to the improved results. 
Furthermore, effective May 1, 1997, Circus began receiving a
priority return on its investment representing approximately two-
thirds of Silver Legacy's operating income.  As a result,
Circus's share of Silver Legacy's operating income rose by $8.7
million from the prior year.  At Circus Circus-Reno, however,
operating income was down approximately $1.0 million, or 9%.  The
casino at that property underwent significant remodeling for a
portion of the summer, which contributed to this decrease.

Laughlin

The Company's two properties in Laughlin (Colorado Belle and
Edgewater) produced operating income of $18.1 million as against
$25.4 million in the previous year, a decrease of 29%.  The
Laughlin market continues to suffer the brunt of several
competitive challenges, most notably the growth of unregulated
Native American casinos.  There currently are 37 such casinos in
Laughlin's central Arizona and southern California feeder
markets.  Competition from Las Vegas, in the form of major new
themed resorts has also eroded Laughlin's customer base, as have
expanded facilities at Primm, Nevada.  

Other Markets

In Tunica County, Mississippi, operating income at the recently
rechristened Gold Strike Casino Resort declined by $5.6 million,
or 67%, during fiscal 1998.  The property experienced significant
disruption due to a $140 million expansion project which added a
1,100-room hotel and included remodeling and retheming of the
casino.  The hotel tower and remodeling were completed in early
1998.  

Results at Grand Victoria - a cruising gaming vessel in Elgin,
Illinois, in which the Company has a 50% interest - were below
those for the previous year.  The decrease reflected the impact
of a full year of additional mandatory contributions to public
entities in the city and county that began in June 1996.
Furthermore, effective January 1998, the Illinois gaming tax was
increased.  Based upon last year's gaming revenue, this tax
increase is anticipated to reduce the Company's share of
operating income by $9-$10 million in the coming year.  

Results for fiscal 1998 at the Company's other smaller properties
were below those for the prior year.












































                                   -28-

DEPRECIATION AND AMORTIZATION EXPENSE

In fiscal 1998, depreciation and amortization expense rose $26.0
million, to $129.7 million.  This increase stemmed primarily from
a full year's depreciation on the expansion and remodeling
projects at Luxor and Circus Circus-Las Vegas.  For fiscal 1999,
Circus estimates that its depreciation expense will be
approximately $137 million.

Depreciation Expense by Property (in millions):

                                   Year ended January 31,
                                     1998          1997
Luxor                              $ 39.5        $ 26.8
Circus Circus-Las Vegas              22.7          17.9
Excalibur                            14.1          12.2
Circus Circus-Reno                    8.5           6.6
Colorado Belle                        4.4           3.8
Edgewater                             4.3           4.3
Gold Strike-Tunica                    6.2           5.1
Other                                30.0          27.0
                                   $129.7        $103.7

INTEREST EXPENSE

In fiscal 1998, interest expense (excluding joint venture
interest expense and before capitalized interest) rose $40.2
million to $110.9 million.  This increase was due primarily to
higher average debt outstanding ($1.6 billion versus $865 million
in fiscal 1997) related to  the completed expansion projects at
Luxor and Circus Circus-Las Vegas; the prior-year share
repurchase; the recently completed expansion at Gold Strike-
Tunica; and the ongoing construction of Mandalay Bay on the Las
Vegas Strip.  The increase in interest was partially offset by
higher capitalized interest ($22.0 million versus $16.0 million
in fiscal 1997) related primarily to the Gold Strike-Tunica and
Mandalay Bay projects.

The Company also recorded interest expense related to joint
venture projects of approximately $15.6 million in both fiscal
1998 and fiscal 1997.  This represents the Company's 50% share of 
Silver Legacy's and Monte Carlo's interest expense.

TAXES

The Company's effective tax rates for the years ended January 31,
1998 and 1997 were 39.2% and 38.5%.  These reflect the federal
statutory rate of 35% plus the effect of various nondeductible
expenses, primarily the amortization of goodwill associated with
the June 1995 Gold Strike acquisition, and compensation
associated with the resignation of the Company's chairman.  For
fiscal 1999, the Company estimates that its tax rate will be
approximately 39%.


                                  -29-


FISCAL 1997 COMPARED WITH FISCAL 1996

RESULTS OF OPERATIONS

Excluding one-time asset write-offs and preopening expenses,
earnings per share for fiscal 1997 were $1.33 compared to $1.66
in the previous year.  During fiscal 1997, the Company took one-
time asset write-offs totaling $48.3 million and recognized $5.6
million in preopening expenses related to the opening of Monte
Carlo.  In fiscal 1996, the Company took one-time asset write-
offs totaling $45.1 million and recognized $5.2 million of
preopening expenses related to the opening of Silver Legacy. 
  
The asset write-offs in fiscal 1997 were necessitated by
construction and remodeling at Luxor and Circus Circus-Las Vegas,
as well as construction and remodeling at the Company's other
properties.  Write-offs in fiscal 1996 related primarily to a
discontinued riverboat project in Chalmette, Louisiana. 
  
The decline in results for fiscal 1997 was due primarily to
significant construction disruption at Luxor and Circus Circus-
Las Vegas.  Luxor added 1,950 new rooms and remodeled extensive
portions of the interior.  Meanwhile, Circus Circus-Las Vegas
added a new 1,000-room hotel tower.  

REVENUES

Revenues for fiscal 1997 increased $34.7 million, or 3%, from
fiscal 1996.  This increase was due primarily to the inclusion of
a full 12 months of operations for the properties acquired in the
Gold Strike acquisition, compared to eight months of operations
in fiscal 1996.  The Company acquired the properties (Gold
Strike, Nevada Landing, Railroad Pass and Grand Victoria) on June
1, 1995.  The Company's 50% ownership in Grand Victoria accounted
for the most significant portion of the revenue increase. 

INCOME FROM OPERATIONS (excluding nonrecurring items)

Income from operations for fiscal 1997 decreased $25.7 million,
or 9%, from the prior year.  The decrease in operating income was
due principally to construction disruptions at Luxor and Circus
Circus-Las Vegas.

The Company benefitted from a record year at Excalibur and from 
the June 1996 opening of Monte Carlo (50% owned by Circus), whose
results exceeded expectations.  The Company also benefitted from
a full year's operations at Silver Legacy, a 50/50 joint venture,
versus only six months of operations in fiscal 1996 (the property
opened on July 28, 1995).  However, the above benefits were
largely offset by continued lower results at the Company's
Laughlin properties and at Circus Circus in Tunica County,
Mississippi (subsequently renamed Gold Strike Casino Resort).

                                   -30-

DEPRECIATION AND AMORTIZATION EXPENSE

For fiscal 1997, depreciation and amortization expense rose $5.3
million to $103.7 million.  This increase came primarily from a
full year's amortization of goodwill and additional depreciation
expense related to the Gold Strike acquisition in June 1995.  

INTEREST EXPENSE

Interest expense for fiscal 1997 (excluding joint venture
interest expense and before capitalized interest) rose $10.6
million to $70.7 million.  This increase was due primarily to
higher average debt outstanding ($865 million versus $715 million
in fiscal 1996) related to various construction projects
(primarily the new rooms and other improvements at Luxor and
Circus Circus-Las Vegas).  The Company also repurchased 10.1
million shares of its common stock.  The increase in fiscal 1997
interest expense was largely offset by higher capitalized
interest ($16.0 million as against $8.6 million in fiscal 1996)
related to those same construction projects.

Financial Position and Capital Resources

The Company had cash and cash equivalents of $58.6 million at
January 31, 1998, reflecting normal daily operating requirements. 
The Company's pretax cash flow from operations (before
nonrecurring items) was $401.2 million in fiscal 1998 compared to
$398.5 million in fiscal 1997 and $406.8 million in fiscal 1996. 
Pretax cash flow from operations is defined as the Company's
income from operations (before nonrecurring items) plus noncash
operating expenses (primarily depreciation and amortization). 
See Free Cash Flow Analysis on page 25.

The Company used its fiscal 1998 cash flow (in combination with
its credit facility) primarily to fund the construction of
Mandalay Bay (formerly Project Paradise) in Las Vegas, the
construction of the new hotel tower at Gold Strike-Tunica, and
other miscellaneous construction projects.  During fiscal 1997,
the Company used its cash flow (in combination with its credit
facility) primarily to fund the construction of the new hotel
rooms and related improvements at Luxor and Circus Circus-Las
Vegas, as well as the repurchase of 10.1 million shares of its
common stock.  

Capital Spending

Capital expenditures in fiscal 1998 were $663.3 million compared
with $585.8 million in fiscal 1997 and $221.7 million in fiscal
1996.  The majority of capital expenditures in fiscal 1998
related to construction at Mandalay Bay ($264.9 million), the
construction and remodeling at the Gold Strike-Tunica ($119.8
million), completion of the remaining elements of the Luxor
expansion ($116.5 million), various renovation projects at
Excalibur ($25.1 million, mainly for expansion of the casino
floor and the addition of a wedding chapel and meeting rooms),
remodeling of the casino at Circus Circus-Reno ($25.6 million),
remodeling of the tower rooms and completion of the expansion at
Circus Circus-Las Vegas ($35.2 million), and the addition of a
microbrewery and other improvements at the Colorado Belle ($9.8
million).













































                                   -31-

The majority of the capital expenditures for fiscal 1997 related
to the construction of the new hotel towers and other remodeling
at Luxor ($323.3 million) and the construction of the new hotel
tower and other remodeling at Circus Circus-Las Vegas ($126.7
million).

Credit Facility

On May 23, 1997, the Company amended its unsecured credit
facility with its bank group, increasing the size of the facility
from $1.5 billion to $2 billion at more favorable terms and
pricing.  During the year, the Company also increased the size of
its commercial paper program from $750 million to $1 billion. 
The commercial paper program is backed by the credit facility
(see Note 4 of Notes to Consolidated Financial Statements).  As
of January 31, 1998, Circus had aggregate borrowings of $981
million outstanding under the credit facility and commercial
paper program and under the company's most restrictive loan
covenants, it could issue additional debt of approximately $160
million.  The Company expects to have the terms of its credit
facility amended during fiscal 1999, substantially raising its
capacity for total debt to meet the added demand for capital
during the period when the Company is completing and opening
Mandalay Bay.

Joint Ventures

In July 1995, Silver Legacy, a 50/50 joint venture with the
Eldorado Hotel/Casino, opened in downtown Reno, Nevada.  As a
condition to the joint venture's $230 million bank credit
agreement of November 1997(which amended and restated the joint
venture's previous $220 million credit agreement), Circus is
obligated under a make-well agreement to make additional
contributions to the joint venture as may be necessary to
maintain a minimum coverage ratio (as defined).  In November
1997, the joint venture repaid an outstanding loan to the Company
in the principal amount of $35.1 million.

New Projects

The Company is constructing a 3,700-room luxury destination
resort set on 60 acres just south of Luxor.  Mandalay Bay
(formerly known by the working title "Project Paradise") is
slated to open in the first quarter of fiscal 2000 and will be
the third property developed within Circus' Masterplan Mile. 
Mandalay Bay's attractions include an 11-acre tropical lagoon
featuring a sand-and-surf beach, a three-quarter-mile lazy river
ride and a swim-up shark tank.  Inside, Mandalay Bay will offer
internationally renowned restaurants, as well as a House of Blues
nightclub and restaurant, including its signature Foundation Room
sited on Mandalay Bay's rooftop and 100 "music-themed" hotel
rooms in Mandalay Bay's towers.  The resort will also feature
convention facilities and a 30,000-square-foot spa, plus multiple
entertainment attractions, including a 12,000-seat arena.  The
cost of Mandalay Bay is currently estimated at approximately $950
million (excluding land) and as of January 31, 1998, $273.1
million in costs had been incurred for this project. 
















































                                   -32-

Within Mandalay Bay and as part of its 3,700 rooms, there will be
a Four Seasons Hotel of approximately 400 rooms, which will
provide Las Vegas visitors with a luxury "five-star" hospitality
experience.  This hotel, owned by Circus and managed by Four
Seasons Regent Hotels and Resorts, represents the first step
pursuant to the Company's cooperative effort with Four Seasons to
identify strategic opportunities for development of hotel and
casino properties worldwide.

In fiscal 1997, the Company completed construction of two new
hotel towers at Luxor.  The towers, designed in ziggurat shapes,
added 1,950 rooms to the property, bringing the total rooms base
to approximately 4,400.  This project also involved substantial
remodeling of the property's interior spaces, especially the
casino and hotel lobby.  The original scope of the remodeling and
expansion of Luxor was broadened to include a second hotel lobby,
convention space, a redesigned attractions level, a nightclub and
microbrewery, a luxury health spa, a new 1,200-seat showroom, and
additional restaurants and retail areas.  The additional
restaurants and retail areas opened in late summer 1997; the
showroom, in September 1997; and RA, The Nightclub, in December
1997.  The total cost of the expansion was approximately $425
million, all of which had been incurred as of January 31, 1998.  

In Tunica County, Mississippi, the Company recently completed 
construction of a 1,100-room tower addition to its casino, which
was also remodeled and rechristened Gold Strike Casino Resort. 
The remodeled casino opened prior to the Labor Day weekend and
the majority of the new rooms were in service by February 1998. 
The total cost of this expansion is estimated at $140 million.
Through January 31, 1998, the Company had incurred costs of
$126.2 million for the project.

Also in Mississippi, the Company has announced that it plans to
develop a hotel/casino resort on the Mississippi Gulf Coast at
the north end of the Bay of St. Louis, near the DeLisle exit on
Interstate 10.  The planned resort, which will have approximately
1,500 rooms, is estimated to cost $225 million.  The Company has
received all necessary approvals to commence development. 
However, these approvals have been challenged in state and
federal court, and the Company expects construction to begin only
after satisfactory resolution of all legal actions.  As the
project is presently contemplated, Circus will own 90% of the
resort, with a partner contributing land (up to 500 acres) in
exchange for the remaining 10% interest.

The Company has completed improvement projects this year.  At
Circus Circus-Reno, the casino was remodeled at a total cost of
approximately $28.0 million; and at the Colorado Belle a
microbrewery and other improvements were added for approximately
$11.0 million.

The Company has formed a joint venture with the Detroit-based
Atwater Casino Group, comprised of numerous Detroit-area
business, education, civic and community leaders.  Circus will
own a 45% equity interest in the proposed project and receive a
management fee.  On November 21, 1997, the joint venture was
selected to be one of three groups permitted to negotiate a
development agreement with the city.  The negotiations were
completed in March 1998, and the development agreement was
approved by the city council on April 9, 1998.  The joint
venture's ability to proceed with the proposed project is
contingent upon the receipt of all necessary gaming approvals and
satisfaction of other customary conditions.  The joint venture is
planning a $600 million project, of which the Company expects to
contribute $120 million in equity through project-specific
financing.






































                                   -33-

The Company has entered into an agreement with Mirage Resorts to
participate in the development of a site located in the Marina
District of Atlantic City, New Jersey.  As reported by Mirage,
the site consists of 181 acres, of which about 125 acres are
developable.  The site is the subject of an agreement between
Mirage and Atlantic City which provides (as reported by Mirage)
that the city will convey the site to Mirage in exchange for
Mirage's agreeing to develop a hotel/casino thereon and to
undertake certain other obligations.  

On January 8, 1998, the City of Atlantic City transferred title
to the land to a subsidiary of Mirage.  Shortly thereafter,
Mirage purported to cancel its agreement with the Company, and
filed suit to have the agreement declared invalid.  The Company
has filed its own suit against Mirage seeking, among other
things, to enforce the agreement.  The Company and Mirage are
engaged in settlement discussions to resolve this dispute. 
However, there can be no assurances as to when or whether a
settlement will be reached or whether the Company will prevail in
the litigation.  In any event, various governmental permits
required for the development of the site have not yet been
received.  

Additionally, as reported by Mirage, an existing Atlantic City
hotel/casino operator and others have filed various lawsuits
which seek to prevent Mirage's acquisition of the site and
construction of road improvements to the site.  These lawsuits
have the potential to delay or prevent the Company's acquisition
of a portion of the site from Mirage and development of a
hotel/casino.   Moreover, in order to proceed, the Company must
obtain the requisite gaming and other approvals (including
various governmental permits required for the development of the
site) and licenses in New Jersey and various other jurisdictions. 
(The Company and a wholly owned subsidiary have initiated the
gaming application process in New Jersey.)  Based upon the
contingencies and impediments to this project, there can be no
assurances as to whether or when the Company will proceed with
the development of a hotel/casino on the site or the magnitude of
the Company's investment in any such project.

Other Matters

The Company believes that, through a combination of its credit
facility, operating cash flows and ability to raise additional
funds through debt or equity markets, it has sufficient capital
resources to meet all of its existing cash obligations and fund
its commitments on the projects underway.

Market Risk and Derivative Financial Instruments

The Company is exposed to market risk in the form of fluctuations
in interest rates and their potential impact upon the Company's
variable-rate debt.  The Company manages this market risk by
utilizing derivative financial instruments in accordance with
established policies and procedures.  The Company evaluates its
exposure to market risk by monitoring interest rates in the
marketplace.  The Company does not utilize derivative financial
instruments for trading purposes.















































                                   -34-

With respect to derivative financial instruments, the Company
manages its exposure to counterparty credit risk by entering into
agreements with highly rated institutions that can be expected to
fully perform under the terms of such agreements.  Frequently,
these institutions are also members of the bank group providing
the Company's credit facility, which management believes further
minimizes the risk of nonperformance.

The Company's derivative financial instruments consist
exclusively of interest rate swap agreements.  Interest
differentials resulting from interest rate swap agreements are
recorded on an accrual basis as an adjustment to interest
expense.  Interest rate swaps related to debt are matched either
with specific fixed-rate debt obligations or with levels of
variable-rate borrowings.

The following table provides information about the Company's
derivative and other financial instruments that are sensitive to
changes in interest rates, including interest rate swaps and debt
obligations.  For debt obligations, the table presents principal
cash flows and related weighted-average interest rates by
expected maturity dates.  For interest rate swaps, the table
presents notional amounts and weighted-average interest rates by
contractual maturity dates.  Notional amounts are used to
calculate the contractual cash flows to be exchanged under the
contract.  Weighted average variable rates are based on implied
forward rates in the yield curve.  Implied forward rates should
not be considered a predictor of actual future interest rates.

                          Year ending January 31,     
(in millions)       1999    2000   2001   2002    2003  Thereafter   Total

Long-term debt (including current portion)
  Fixed rate        $3.1    $3.5   $0.5   $0.3    $0.2    $803.0    $810.6
  Average interest
   rate              4.9%    5.3%   5.6%   6.7%    6.7%      6.9%      6.9%

  Variable rate        -       -      -      -  $981.3         -    $981.3
  Average interest
   rate                -       -      -      -     5.9%        -       5.9%

Interest rate swaps
  pay fixed       $ 52.0  $ 25.0      -     -        -    $150.0    $227.0
  Average payable
   rate              8.8%    8.1%     -     -        -       5.9%      6.8%
  Average receivable
   rate              5.8%    5.8%     -     -        -       6.3%      6.1%

  Pay floating         -       -      -  $30.0       -         -    $ 30.0
  Average payable
   rate                -       -      -    6.0%      -         -       6.0%
  Average receivable
   rate                -       -      -    8.2%      -         -       8.2%


                                   -35-

Year 2000 Compliance

In the past, many computer software programs were written using
two digits rather than four to define the applicable year.  As a
result, date-sensitive computer software may recognize a date
using "00" as the year 1900 rather than the year 2000.  This is
generally referred to as the "Year 2000 Problem".  If this
situation occurs, the potential exists for computer system
failures or miscalculations by computer programs, which could
disrupt operations.  The Company is conducting a comprehensive
review of its computer systems (as well as those of its
unconsolidated affiliates) to assess its exposure to the Year
2000 Problem and is already in the process of modifying or
replacing those systems that are not Year 2000 compliant.  Based
upon a preliminary assessment, management believes that the
Company's systems are compliant or will be compliant by mid-1999.
However, if modifications are not made or not completed within an
adequate time frame, the Year 2000 Problem could have a material
adverse impact on the operations of the Company.  All maintenance
and modification costs are being expensed as incurred, while the
cost of new hardware or software, when material, is being
capitalized and amortized over its expected useful life.  The
costs associated with Year 2000 compliance have not been, nor are
they anticipated to be material to the Company's financial
position or results of operations.

Forward-Looking Statements

Certain information included in this report and other materials
filed or to be filed by the Company with the Securities and
Exchange Commission (as well as information included in oral
statements or written statements made or to be made by the
Company) contains statements that are forward-looking within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as
amended.  Such statements include information relating to current
expansion projects, plans for future expansion projects and other
business development activities as well as other capital
spending, financing sources and the effects of regulation
(including gaming and tax regulation) and competition.  Such
forward-looking information involves important risks and
uncertainties that could significantly affect anticipated results
in the future and, accordingly, such results may differ from
those expressed in any forward-looking statements made by or on
behalf of the Company.  These risks and uncertainties include,
but are not limited to, those relating to development and
construction activities, dependence on existing management,
leverage and debt service (including sensitivity to fluctuations
in interest rates), domestic or global economic conditions,
changes in federal or state tax laws or the administration of
such laws, changes in gaming laws or regulations (including the
legalization of gaming in certain jurisdictions) and applications
for licenses and approvals under applicable laws and regulations
(including gaming laws and regulations).

                                   -36-

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS   

January 31, (in thousands, except share data)         1998         1997 

ASSETS
Current assets
  Cash and cash equivalents                       $   58,631  $   69,516
  Accounts receivable                                 21,714      26,699 
  Income tax receivable                               11,926       7,735
  Inventories                                         22,440      19,371
  Prepaid expenses                                    20,281      19,951
  Deferred income tax                                  7,871       8,577
     Total current assets                            142,863     151,849

Property, equipment and leasehold interests, 
    at cost, net                                   2,466,848   1,920,032

Other assets
  Excess of purchase price over fair
    market value of net assets acquired, net         375,375     385,583 
  Notes receivable                                     1,075      36,443 
  Investments in unconsolidated affiliates           255,392     214,123
  Deferred charges and other assets                   21,995      21,081
     Total other assets                              653,837     657,230

     Total assets                                 $3,263,548  $2,729,111

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Current portion of long-term debt               $    3,071  $      379 
  Accounts and contracts payable
    Trade                                             22,103      22,658
    Construction                                      40,670      21,144 
  Accrued liabilities
    Salaries, wages and vacations                     36,107      31,847 
    Progressive jackpots                               7,511       6,799
    Advance room deposits                              6,217       7,383
    Interest payable                                  17,828       9,004
    Other                                             33,451      30,554 

     Total current liabilities                       166,958     129,768

Long-term debt                                     1,788,818   1,405,897

Other liabilities 
  Deferred income tax                                175,934     152,635
  Other long-term liabilities                          8,089       6,439
     Total other liabilities                         184,023     159,074

     Total liabilities                             2,139,799   1,694,739

Redeemable preferred stock                                 -      17,631
Temporary equity                                           -      44,950

Commitments and contingent liabilities                                  

Stockholders' equity 
  Common stock $.01-2/3 par value
    Authorized -- 450,000,000 shares
    Issued -- 113,609,008 and 112,808,337 shares       1,893      1,880
  Preferred stock $.01 par value
    Authorized -- 75,000,000 shares                        -          -
  Additional paid-in capital                         558,658    498,893  
  Retained earnings                                1,074,271    984,363
  Treasury stock (18,496,125 and 18,749,209 
    shares), at cost                                (511,073)  (513,345) 
    Total stockholders' equity                     1,123,749    971,791

    Total liabilities and stockholders' equity    $3,263,548 $2,729,111 


                       
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
The accompanying notes are an integral part of these consolidated
financial statements.
         
                   
                   -37-
                 

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

Year ended January 31, 
(in thousands, except share data)
                                           1998      1997      1996  
Revenues
  Casino                                 $632,122  $655,902  $664,772
  Rooms                                   330,644   294,241   278,807
  Food and beverage                       215,584   210,384   201,385
  Other                                   142,407   146,554   158,534
  Earnings of unconsolidated affiliates    98,977    86,646    45,485
                                        1,419,734 1,393,727 1,348,983 
  Less-complimentary allowances           (65,247)  (59,477)  (49,387)
                                        1,354,487 1,334,250 1,299,596 
Costs and expenses         
  Casino                                  316,902   302,096   275,680
  Rooms                                   122,934   116,508   110,362
  Food and beverage                       199,955   200,722   188,712
  Other operating expenses                 90,187    90,601    92,631
  General and administrative              232,536   227,348   215,083
  Depreciation and amortization           117,474    95,414    93,938
  Preopening expense                        3,447         -         -
  Abandonment losses                            -    48,309    45,148
                                        1,083,435 1,080,998 1,021,554 
Operating profit before
   corporate expense                      271,052   253,252   278,042
Corporate expense                          34,552    31,083    26,669 
Income from operations                    236,500   222,169   251,373

Other income (expense)          
  Interest, dividends and
     other income                           9,779     5,077     4,022 
  Interest income and guarantee fees
     from unconsolidated affiliate          6,041     6,865     7,517 
  Interest expense                        (88,847)  (54,681)  (51,537)
  Interest expense from unconsolidated
     affiliates                           (15,551)  (15,567)   (5,616)
                                          (88,578)  (58,306)  (45,614)

Income before provision for income tax    147,922   163,863   205,759 
Provision for income tax                   58,014    63,130    76,861 

Net income                               $ 89,908  $100,733  $128,898 
 
Basic earnings per share                    $0.95     $0.99     $1.33 

Diluted earnings per share                  $0.94     $0.97     $1.30

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

                                       -38-

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS 

Year ended January 31,                         1998     1997      1996 
Increase (decrease) in cash
 and cash equivalents (in thousands)                 

Cash flows from operating activities
  Net income                                $ 89,908  $100,733 $128,898

  Adjustments to reconcile net income to  
   net cash provided by operating activities
      Depreciation and amortization          129,729   103,717   98,380
      Increase in deferred income tax         24,005     3,234   18,430
      Increase in interest payable             8,824     5,835      839
      (Gain) loss on sale of fixed assets     (6,519)   47,301   10,481
      Increase in other current assets        (2,605)  (17,742)  (2,821)
      Increase in other current liabilities    6,148     7,741    4,818
      Increase in other noncurrent assets       (785)   (3,406)  (4,706)
      Decrease in other noncurrent 
        liabilities                              (65)      (65)     (65)
      Unconsolidated affiliates' earnings
        in excess of distributions           (33,330)  (21,984)  (9,722)

        Total adjustments                    125,402   124,631  115,634

      Net cash provided by operating 
        activities                           215,310   225,364  244,532

Cash flows from investing activities
  Capital expenditures                      (663,270) (585,835)(221,684)
  Increase (decrease) in construction 
    payables                                  19,526    21,144   (1,101)
  (Increase) decrease in investments 
    in unconsolidated affiliates              (8,353)  (19,204)   1,806 
  (Increase) decrease in notes receivable     35,368    (8,934)  40,575 
  Net cash paid for acquisition of Gold
    Strike Resorts                                 -         -   (3,929)
  Proceeds from sale of equipment and other 
    assets                                     8,160     3,056    1,353
  Other                                            -    (1,270)       -

      Net cash used in investing activities (608,569) (591,043)(182,980)

Cash flows from financing activities
  Proceeds from issuance of senior notes 
    and debentures                                 -   499,066        -
  Net effect on cash of issuances and 
    payments of debt with initial maturities 
    of three months or less                  474,355    43,850 (101,536) 

  Issuance of debt with initial maturities
    in excess of three months                201,843   292,533   32,583
  Principal payments of debt with initial
    maturities in excess of three months    (290,712) (145,392) (12,852)
  Exercise of stock options and warrants       7,889    28,400   19,114
  Sale (purchase) of stock warrants           (2,000)        -    2,000
  Purchase of subsidiary preferred stock           -    (1,346)       -
  Purchases of treasury stock                 (1,300) (341,837)       -
  Other                                       (7,701)   (2,783)   8,079 

  Net cash provided by (used in) financing
   activities                                382,374   372,491  (52,612)

Net increase (decrease) in cash and cash 
   equivalents                               (10,885)    6,812    8,940 

Cash and cash equivalents at beginning 
  of year                                     69,516    62,704   53,764

Cash and cash equivalents at end of year     $58,631   $69,516  $62,704

Supplemental cash flow disclosures
  
Cash paid during the year for
  Interest (net of amount capitalized)       $77,426   $46,498   $49,330
  Income tax                                 $37,395   $48,043   $55,995























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


                                       -39-
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>     
                                                                                              
                                         Common Stock Issued Additional                       Total
                                                               Paid-in   Retained  Treasury Stockholders'
(in thousands)                            Shares      Amount   Capital   Earnings   Stock      Equity   
<S>                                      <C>          <C>     <C>       <C>       <C>          <C>    
Balance, January 31, 1995                 96,441      $1,607  $124,960   $754,732 $(195,175)    $686,124
  Net income                                   -           -         -    128,898         -      128,898
  Exercise of stock options and warrants      62           1     9,841          -     9,272       19,114
  Issuance of shares in Gold Strike
   acquisition                            16,292         272   388,539          -         -      388,811
  Sale of warrants                             -           -     2,000          -         -        2,000      
  Amortization of deferred compensation        -           -     1,865          -         -        1,865 
Balance, January 31, 1996                112,795       1,880   527,205    883,630  (185,903)   1,226,812
  Net income                                   -           -         -    100,733         -      100,733
  Exercise of stock options and warrants      13           -    14,005          -    14,395       28,400
  Treasury stock acquired (10,096 shares),
   at cost                                     -           -         -          -  (341,837)    (341,837)
  Purchase of subsidiary preferred stock       -           -      (447)         -         -         (447)
  Sale/purchase of puts and calls              -           -   (44,950)         -         -      (44,950)     
  Amortization of deferred compensation        -           -     3,080          -         -        3,080 
Balance, January 31, 1997                112,808       1,880   498,893    984,363  (513,345)     971,791
  Net income                                   -           -         -     89,908         -       89,908
  Exercise of stock options and warrants      46           -     4,317          -     3,572        7,889
  Treasury stock acquired (38 shares),
   at cost                                     -           -         -          -    (1,300)      (1,300)
  Conversion of subsidiary preferred stock   755          13    17,618          -         -       17,631 
  Sale/purchase of puts and calls              -           -    35,536          -         -       35,536      
  Amortization of deferred compensation        -           -     4,294          -         -        4,294 
  Purchase of warrants                         -           -    (2,000)         -         -       (2,000)
Balance, January 31, 1998                113,609      $1,893  $558,658 $1,074,271 $(511,073)  $1,123,749
</TABLE>

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




                                                                   -40-

         CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES 
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 
Note 1.  Summary of Significant Accounting Policies 
 
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION 
Circus Circus Enterprises, Inc. (the "Company") was incorporated
February 27, 1974.  The Company owns and operates hotel and casino
facilities in Las Vegas, Reno, Laughlin, Jean and Henderson,  Nevada and
in Tunica County, Mississippi.  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 11 - Investments in
Unconsolidated Affiliates.)

    The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. Material intercompany
accounts and transactions have been eliminated.  Investments in 50% or
less owned affiliated companies are accounted for under the equity
method.

    On November l, 1979, the Company purchased the Slots-A-Fun Casino in
Las Vegas and on February 1, 1983, the Company purchased the Edgewater
Hotel and Casino in Laughlin, Nevada.  The excess of the purchase price
over the fair market value of the net assets acquired amounted to $4.2
million for the purchase of Slots-A-Fun and $9.7 million for the
purchase of the Edgewater, and each is being amortized over a period of
40 years.  (See also Note 2 - Acquisition of Gold Strike Resorts.)

CAPITALIZED INTEREST 
The Company capitalizes interest costs associated with debt incurred in
connection with major construction projects. When debt is not
specifically identified as being incurred in connection with a
construction project, the Company capitalizes interest on amounts
expended on the project at the Company's average cost of borrowed money. 
The amounts capitalized during the years ended January 31, 1998, 1997
and 1996, were $22.0  million, $16.0 million and $8.6 million,
respectively. 

INVENTORIES 
Inventories are stated at the lower of cost or market.  Cost is
determined using the first-in, first-out and the average cost methods. 
  
CASH EQUIVALENTS
At January 31, 1998 and 1997, cash equivalents (consisting principally
of money market funds and instruments with initial maturities of three
months or less) had a cost approximately equal to market value. 

INTEREST RATE SWAPS
The Company, from time to time, uses interest rate swaps and similar
financial instruments to assist in managing interest incurred on its
long-term debt.  The difference between amounts received and amounts
paid under such agreements, as well as any costs or fees, is recorded as
a reduction of, or addition to, interest expense as incurred over the
life of the swap or similar financial instrument.

DEPRECIATION AND AMORTIZATION 
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 years 
Equipment, furniture and fixtures                      3-15 years 
Leasehold interests and improvements                   5-16 years 
                                                                  

    Accumulated amortization of the excess of the purchase price over
the fair market value of the net assets of businesses acquired was $31.1
million and $20.9 million, as of January 31, 1998 and 1997,
respectively. 

REVENUES AND EXPENSES
Revenues include the retail value of rooms, food and beverage furnished
gratuitously to customers.  Such amounts are then deducted as
complimentary allowances.  The costs of such rooms, food and beverage
were included as casino expenses as follows: 
$45.9 million, $37.9 million and $34.5 million for the fiscal years
ended January 31, 1998, 1997 and 1996, respectively.  For the three
years, approximately 85%-90% of such costs were for food and beverage
with the balance for rooms.  Casino revenues are the net difference
between the sums received as winnings and the sums paid as losses. 

























                                       -41-

RECLASSIFICATIONS 
The financial statements for prior years reflect certain
reclassifications, which have no effect on net income, to conform with
classifications adopted in the current year. 

PREOPENING EXPENSES
Preopening expenses consist principally of direct incremental personnel
costs and advertising and marketing expenses.  These costs are
capitalized prior to the opening of the specific project and are charged
to expense at the commencement of operations.  For the year ended
January 31, 1998, preopening expenses amounted to $3.4 million related
to the opening of a hotel tower at Gold Strike Casino Resort in Tunica
County, Mississippi.  In response to a recent accounting pronouncement,
the Company will expense preopening costs on future projects as
incurred.

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

Note 2.  Acquisition of Gold Strike Resorts

On June 1, 1995, the Company completed its acquisition of a group of
affiliated entities (collectively "Gold Strike Resorts") in which it
acquired two hotel and casino facilities in Jean, Nevada, one in
Henderson, Nevada, a 50% interest in a joint venture which owns a
riverboat casino and land-based entertainment complex in Elgin,
Illinois, and a 50% interest in a joint venture which owns a major
destination resort on the Las Vegas Strip.  In exchange for the equity
interests in Gold Strike Resorts, the Company issued 16,291,551 shares
of its common stock and preferred stock of a subsidiary which was
convertible into an additional 793,156 shares of the Company's common
stock. (See Note 9 regarding the February 26, 1997 conversion of the
preferred stock to common stock.)  In addition, the Company paid
approximately $12 million in cash, while assuming approximately $165
million of debt. The acquisition has been accounted for by the purchase
method of accounting and resulted in a total purchase price of
approximately $430 million. In determining the purchase price of Gold
Strike Resorts, the value of the Company's common stock issued was
discounted by 30% (due to restrictions on the resale of the common stock
issued) from the price quoted on the New York Stock Exchange on May 31,
1995, based on estimates provided by the Company's investment bankers. 
The purchase price was allocated to assets and liabilities based on
their estimated fair values on the date of acquisition.  The excess of
the purchase price over the fair market value of the net assets acquired
was approximately $390 million and is being amortized on a straight-line
basis over 40 years.  The following supplemental cash flow disclosure
summarizes the effect on cash of the acquisition of Gold Strike Resorts:




Increase (decrease) in cash and cash equivalents (in thousands)
Year ended January 31,                 1998       1997      1996 
Acquisition of Gold Strike Resorts 
  Current assets, other than cash  $     -   $      -  $  (1,487)
  Property and equipment                 -          -   (115,708)
  Other assets                           -          -   (484,761)
  Current liabilities                    -          -      9,627
  Long-term debt                         -          -    163,978
  Other liabilities                      -          -     17,081
  Subsidiary preferred stock             -          -     18,530
  Stockholders' equity                   -          -    388,811
                                   $     -   $      -  $  (3,929)







































                                       -42-

Note 3.  Property, Equipment and Leasehold Interests 
 
Property, equipment and leasehold interests consist of the 
following: 
 
January 31, (in thousands)                     1998         1997 
Land and land leases                       $  343,556  $  341,826
Buildings and improvements                  1,798,417   1,436,299
Equipment, furniture and fixtures             618,011     554,194
Leasehold interests and improvements           10,803      10,803
                                            2,770,787   2,343,122

Less - accumulated depreciation 
 and amortization                            (624,205)   (526,902)
                                            2,146,582   1,816,220

Construction in progress                      320,266     103,812

                                           $2,466,848  $1,920,032

Note 4.  Long-term Debt 
 
Long-term debt consists of the following: 
 
January 31, (in thousands)                     1998         1997 
Amounts due under corporate debt
  program at floating interest rates, 
  weighted average of 5.8% and 5.6%          $981,310    $501,191
6.45% Senior Notes due 2006 (net of 
  unamortized discount of $352 and $396)      199,648     199,604
7-5/8% Senior Subordinated Debentures
  due 2013                                    150,000     150,000
6-3/4% Senior Subordinated Notes
  due 2003 (net of unamortized
  discount of $87 and $103)                   149,913     149,897
7.0% Debentures due 2036 (net of 
  unamortized discount of $146 and $160)      149,854     149,840
6.70% Debentures due 2096 (net of 
  unamortized discount of $279 and $327)     149,721     149,673
10-5/8% Senior Subordinated Notes
  due 1997 (net of unamortized
  discount of $7)                                   -      99,993
Other notes                                    11,443       6,078
                                            1,791,889   1,406,276
Less - current portion                         (3,071)       (379)
                                           $1,788,818  $1,405,897

     The Company has established a corporate debt program whereby
it can issue commercial paper or similar forms of short-term
debt.  Although the debt instruments issued under this program
are short term in tenor, they are classified as long-term debt
because (i) they are backed by long-term debt facilities (see
below) and (ii) it is management's intention to continue to
replace such borrowings on a rolling basis as various instruments
come due and to have such borrowings outstanding for longer than
one year.  To the extent that the Company incurs debt under this
program, it maintains an equivalent amount of credit available
under its bank credit facility, discussed more fully below.

     In May 1997, the Company renegotiated its $1.5 billion
unsecured credit facility, dated January 29, 1996.  This
agreement was replaced by a new $2 billion unsecured credit
facility which matures on July 31, 2002 (the "Facility").  The
maturity date may  be extended for an unlimited number of one-
year periods with the consent of the bank group.  The Facility
contains financial covenants regarding total debt and new venture
capital expenditures and investments.  The Facility is for
general corporate purposes.  The Company incurs commitment fees
(currently 15 basis points) on the unused portion of the
Facility.  As of January 31, 1998, the Company had no borrowings
under the Facility.   At such date, the Company also had $981.3
million issued under the corporate debt program thus reducing, by
that amount, the credit available under the Facility for purposes
other than repayment of such indebtedness.  The fair value of the
debt issued under the corporate debt program approximates the
carrying amount of the debt due to the short-term maturities of
the individual components of the debt.































                                   -43-

     In November 1996, the Company issued $150 million principal
amount of 7.0% Debentures due November 2036 (the "7.0%
Debentures").  The 7.0% Debentures may be redeemed at the option
of the holder in November 2008.  Also, in November 1996, the
Company issued $150 million principal amount of 6.70% Debentures
due November 2096 (the "6.70% Debentures").  The 6.70% Debentures
may be redeemed at the option of the holder in November 2003. 
Both the 7.0% Debentures, which were discounted to $149.8
million, and the 6.70% Debentures, which were discounted to
$149.7 million, have interest payable each May and November, are
not redeemable by the Company prior to maturity and are not
subject to any sinking fund requirements.  The net proceeds from
these offerings were used primarily to repay borrowings under the
Company's corporate debt program.  As of January 31, 1998, the
estimated fair value of the 7.0% Debentures was $139.4 million
and the estimated fair value of the 6.70% Debentures was $137.4
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.  The net proceeds from this offering were used
primarily to repay borrowings under the Company's corporate debt
program.  As of January 31, 1998, the estimated fair value of the
6.45% Notes was $192.3 million, based on their trading price.

     In July 1993, the Company issued $150 million principal
amount of 6-3/4% Senior Subordinated Notes (the "6-3/4% Notes")
due July 2003 and $150 million principal amount of 7-5/8% Senior
Subordinated Debentures (the "7-5/8% Debentures") due July 2013,
with interest payable each July and January.  The 6-3/4% Notes,
which were discounted to $149.8 million, and the 7-5/8%
Debentures are not redeemable prior to maturity and are not
subject to any sinking fund requirements.  The net proceeds from
these offerings were used primarily to repay borrowings under the
Company's corporate debt program.  As of January 31, 1998, the
estimated fair value of the 6-3/4% Notes was $147.6 million and
the estimated fair value of the 7-5/8% Debentures was $147.0
million, based on their trading prices.
                                           
     In June 1990, the Company issued $100 million principal
amount of 10-5/8% Senior Subordinated Notes (the "10-5/8% Notes")
due June 1997.  The 10-5/8% Notes were redeemed at maturity in
June 1997.

     The Company has a policy aimed at managing interest rate
risk associated with its current and anticipated future
borrowings.  This policy enables the Company to use any
combination of interest rate swaps, futures, options, caps and
similar instruments. To the extent the Company employs such
financial instruments pursuant to this policy, they are accounted
for as hedging instruments.  In order to qualify for hedge
accounting, the underlying hedged item must expose the Company to
risks associated with market fluctuations and the financial
instrument used must be designated as a hedge and must reduce the
Company's exposure to market fluctuation throughout the hedge
period.  If these criteria are not met, a change in the market
value of the financial instrument is recognized as a gain or loss
in the period of change.  Otherwise, gains and losses are not
recognized except to the extent that the financial instrument is
disposed of prior to maturity.  Net interest paid or received
pursuant to the financial instrument is included as interest
expense in the period.

     The Company has entered into various interest rate swaps,
principally with its bank group, to manage interest expense,
which is subject to fluctuation due to the variable-rate nature
of the debt under the Company's corporate debt program. The
Company has interest rate swap agreements under which it pays a
fixed interest rate (weighted average of approximately 6.8%) and
receives a variable interest rate (weighted average of
approximately 5.8% at January 31, 1998) on $227 million notional
amount of "initial" swaps, and pays a variable interest rate of
approximately 5.9% at January 31, 1998, and receives a fixed
interest rate of approximately 8.2% on $30 million notional
amount of a "reversing" swap.  The net effect of all such swaps
resulted in additional interest expense due to an interest rate
differential which, at January 31, 1998, was approximately 0.7%
on the total notional amount of the swaps.   Two of the initial
swaps with a combined notional amount of $150 million provide
that the swaps will terminate two business days after any date on
which three-month LIBOR is set at or above 9.0% on or after
October 15, 2000 for $100 million notional amount and on or after
January 15, 2001 for $50 million notional amount.  These swaps
otherwise terminate in fiscal 2008.   Excluding these swaps, the
initial swaps have the following termination dates:  $52 million
in fiscal 1999 and $25 million in fiscal 2000.  The reversing
swap expires in fiscal 2002.  

  The Company is exposed to credit loss in the event of
nonperformance by the other parties to the interest rate swap
agreements.  However, the Company considers the risk of
nonperformance by the counterparties to be minimal because the
parties to the swaps and the reverse swap are predominantly
members of the Company's bank group.  If the Company had
terminated all swaps as of January 31, 1998, it would have had to
pay a net amount of approximately $4.4  million based on quoted
market values from the various financial institutions holding the
swaps.







                                   -44-

    As of January 31, 1998, under the Company's most restrictive
loan covenants, the Company was restricted as to the purchase of
its own capital stock in excess of approximately $481 million and
was restricted from issuing additional debt in excess of
approximately $161 million. 

    Required annual principal payments as of January 31, 1998 are
as follows: 

Year ending January 31, (in thousands)                           
1999                                                  $    3,071
2000                                                       3,481
2001                                                         488
2002                                                         262
2003                                                     981,584
Thereafter                                               803,003
                                                      $1,791,889

Note 5.  Leasing Arrangements 

Effective November 1, 1981, the Company entered into an 18-year
lease for the premises on which the Silver City Casino in Las
Vegas operates.  This lease is accounted for as an operating
lease.  The current monthly base rent of $129,982 is subject to
annual increases, calculated using a specified index with a cap
based on a specified percentage of annual revenues.  The lease
also provides for profit participation.  The profit participation
is the amount by which 50% of defined net income exceeds the
adjusted base rent.  There was no profit participation rent due
for the three years ended January 31, 1998.

    The Company also leases various storage facilities and
equipment and has various air space under operating leases
expiring individually through 2032.  A portion of the Circus
Circus facility in Reno is built on leased land with various
operating leases expiring through 2033.  The following is a
schedule of future minimum rental payments required as of January
31, 1998 under those operating leases that have noncancelable
lease terms in excess of one year: 
 
Year ending January 31, (in thousands)                          
1999                                                     $ 3,409
2000                                                       2,514
2001                                                       1,220
2002                                                         902
2003                                                         803
Thereafter                                                 7,551 
                                                         $16,399

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

Year ended January 31, 
(in thousands)                         1998      1997       1996
Operating rent expense               $3,211    $3,869     $3,414 

                                   -45-

Note 6. Income Tax 
 
The components of the provision for income taxes are as follows: 
 
Year ended January 31, 
(in thousands)                         1998      1997      1996 
Current                          
     Federal                        $36,980   $52,695   $57,409
     State                              491       670       810
                                     37,471    53,365    58,219

Deferred
     Federal                         20,543     5,838    15,588
     Foreign                              -     3,927     3,054   
                                     20,543     9,765    18,642
             
          Total                     $58,014   $63,130   $76,861

    The Company has recognized a tax benefit of $0.9 million,
$8.0 million and $4.2 million related to the exercise of stock
options and warrants for the fiscal years ended January 31, 1998,
1997 and 1996, respectively.  Such amounts reduce the current
portion that is actually payable.
 
    The cumulative balance of the deferred tax liability is due
predominantly to temporary book/tax depreciation differences. 
The components of deferred income tax expense are as follows: 

Year ended January 31,
(in thousands)                            1998     1997     1996
Additional depreciation 
 resulting from the use of 
 accelerated methods for tax 
 purposes and the straight-line 
 method for financial state- 
 ment purposes                         $14,089  $ 7,493  $11,418
Effect of writing off preopening 
 expenses for financial state-
 ment purposes and amortizing
 over five years for tax purposes        1,281    1,253    1,514 
Difference between book and tax
 basis of assets written off               327   (8,341)  (2,370)
Difference between book and tax 
 basis of investments in uncon-
 solidated affiliates                    5,730    4,028    3,469
Foreign tax credits                          -    5,075      193
Amortization of goodwill                     2    1,463       82
Foreign income                               -   (1,695)   3,054
Other, net                                (886)     489    1,282 
                                       $20,543  $ 9,765  $18,642

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



Year ended January 31,                    1998     1997     1996 
Federal statutory tax rate                35.0%    35.0%    35.0%
Nondeductible goodwill                     2.4      2.2      1.1 
Nondeductible compensation                 2.2        -        -
State and foreign income and 
 franchise taxes, net of federal
 tax benefits                               .2       .7       .6
Other, net                                 (.6)      .6       .7 
Effective tax rate                        39.2%    38.5%    37.4%










































                                   -46-

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, 1998 and 1997,
under the provisions of Statement of Financial Accounting
Standards No. 109, are as follows:

Year ended January 31,
(in thousands)                              1998            1997
Deferred tax liabilities 
 Property and equipment                 $152,069        $134,053
 Investments in unconsolidated
  affiliates                              19,766          11,444
 Other                                    12,632          12,983
   Gross deferred tax liabilities        184,467         158,480

Deferred tax assets 
 Accrued vacation                          5,107           4,490 
 Outstanding chips and tokens              2,060           1,900
 Preopening expense, net of amortization     838           2,338
 Other                                     8,399           5,694
   Gross deferred tax assets              16,404          14,422
   Net deferred tax liabilities         $168,063        $144,058

Note 7.  Employee Retirement Plans 
 
Approximately 38% of the Company's employees are covered by
union-sponsored, collectively bargained, multi-employer, defined 
benefit pension plans.  The Company contributed $9.9 million,
$9.3 million and $8.4 million during the years ended January 31,
1998, 1997 and 1996, respectively, for such plans.  These
contributions are determined in accordance with the provisions of
negotiated labor contracts and generally are based on the number
of hours worked.

    The Company also has a profit sharing and investment plan
covering primarily nonunion employees who are at least 21 years
of age and have at least one year of service.  The plan is a
voluntary defined contribution plan and is subject to the
provisions of the Employee Retirement Income Security Act of
1974.  The plan allows for investments in the Company's common
stock as one of the investment alternatives.  The Company's
contributions to this plan are determined based on employees'
years of service and matching of employees' contributions, and
were approximately $4.2 million, $4.0 million and $3.6 million in
the years ended January 31, 1998, 1997 and 1996.  Contributions
are funded with cash.
 
Note 8.  Stock Options
 
The Company has various stock option plans for executive,
managerial and supervisory personnel as well as the Company's
outside directors and consultants.  The plans permit grants of
options, performance shares and restricted stock relating to the
Company's common stock.  The stock options are generally
exercisable in one or more installments beginning not less than
six months after the grant date.
                                   -47-

Summarized information for stock option plans is as follows:

                                    Year ended January 31,                  
                             1998             1997                1996        
                             Weighted           Weighted          Weighted
                                Average            Average           Average
                               Exercise           Exercise          Exercise
                       Options    Price   Options    Price  Options    Price
Outstanding at be-  
  ginning of year.... 7,178,560  $25.42  8,129,015  $23.88  5,617,954 $20.44
Granted..............   550,000   23.55    360,000   33.46  3,782,500  27.99
Exercised............  (341,005)  20.75 (1,188,105)  17.24   (822,924) 18.20
Cancelled............(2,272,300)  29.02   (122,350)  26.13   (448,515) 25.88
Outstanding at end
  of year............ 5,115,255  $23.93  7,178,560  $25.42  8,129,015 $23.88

Options exercisable 
  at end of year..... 3,341,248 $22.54   3,459,067  $23.52  2,947,550 $19.86
 Options available for
  grant at end of
  year............... 2,055,150          2,332,850          2,570,500       
   
The following table summarizes information about stock options outstanding at
January 31, 1998:

                Options Outstanding                       Options Exercisable
                                 Weighted                                     
                                Average    Weighted               Weighted 
    Range of                     Remaining    Average                Average
    Exercise          Number    Contractual  Exercise     Number     Exercise
     Prices         Outstanding  Life (yrs)   Price     Exercisable   Price 
$ 8.58 to $15.29        43,005   1.45        $13.16         34,500    $13.51
 21.19 to  21.25     2,713,350   5.95         21.25      2,588,350     21.25
 23.08 to  26.50     1,643,900   7.86         25.11        477,400     25.43
 28.50 to  31.00       295,000   7.59         30.44        103,666     30.46
 32.83 to  34.00       420,000   7.84         33.17        137,332     33.04
                     5,115,255   6.77        $23.93      3,341,248    $22.54

In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123 - Accounting
for Stock-Based Compensation ("SFAS 123").  SFAS 123 is effective
for fiscal years beginning after December 15, 1995 and provides,
among other things, that companies may elect to account for
employee stock options using a fair value method or continue to
apply the intrinsic value method prescribed by Accounting
Principles Board Opinion No. 25 ("APB 25").

Under SFAS 123, all employee stock option grants are considered
compensatory. Compensation cost is measured at the date of grant
based on the estimated fair value of the options determined using
an option pricing model.  The model takes into account the stock
price at the grant date, the exercise price, the expected life of
the option, the volatility of the stock, expected dividends on
the stock and the risk-free interest rate over the expected life
of the option.  Under APB 25, generally only stock options that
have intrinsic value at the date of grant are considered
compensatory.  Intrinsic value represents the excess, if any, of
the market price of the stock at the grant date over the exercise
price of the options.  Under both methods, compensation cost is
charged to earnings over the period the options become
exercisable.

The Company has elected to continue to account for employee stock
options under APB 25.  Accordingly, no compensation cost has been
recognized.








































                                   -48-


The following table discloses the Company's pro forma net income
and net income per share assuming compensation cost for employee
stock options had been determined consistent with SFAS 123.  The
table also discloses the weighted average assumptions used in
estimating the fair value of each option grant on the date of
grant using the Black-Scholes option pricing model, and the
estimated weighted average fair value of the options granted. 
The model assumes no expected future dividend payments on the
Company's common stock for the options granted in both 1998 and
1997.

                                           Year ended January 31,
(dollars in thousands, except share data)    1998          1997  

Net income
 As reported............................. $ 89,908       $100,733
 Pro forma...............................   82,334         89,911

Net income per share (basic)
 As reported............................. $   0.95       $   0.99
 Pro forma...............................     0.87           0.88

Weighted average assumptions
 Expected stock price volatility.........    37.7%          42.0%
 Risk-free interest rate.................     5.7%           6.4%
 Expected option lives (years)...........     3.5            3.0
 Estimated fair value of options granted. $   8.06       $  12.14


Because the accounting method prescribed by SFAS 123 has not been
applied to options granted prior to January 1, 1995, the
compensation cost reflected in the pro forma amounts shown above
may not be representative of that to be expected in future years.

Note 9.   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.  Effective
April 16, 1996, the Rights Agreement was amended to raise the
trigger level from 10% to 15%.

     In the event the Rights become exercisable, each Right
(except the Rights beneficially owned by the acquiring individual
or group, which become void) would entitle the holder to
purchase, for the exercise price, a number of shares of the
Company's common stock having an aggregate current market value
equal to two times the exercise price.  The Rights expire August
15, 2004, and may be redeemed by the Company at a price of $.01
per Right any time prior to their expiration or the acquisition
of 15% or more of the Company's common stock.  The Rights should
not interfere with any merger or other business combination
approved by the Company's Board of Directors and are intended to
cause substantial dilution to a person or group that attempts to
acquire control of the Company on terms not approved by the Board
of Directors.

     During the year ended January 31, 1998, the Company
repurchased 38,486 shares of its common stock at a cost of $1.3
million.  In fiscal 1997, the Company repurchased 10.1 million
shares of its common stock at a cost of $341.8 million.   

     During the year ended January 31, 1998, the Company elected
to settle, for cash, outstanding put options on 2.0 million
shares of its common stock and call options on 600,000 shares of
common stock.  The net cost to the Company was $9.4 million.  The
put and call options were entered into as a complement to the
Company's overall share repurchase program. 





























                                   -49-

     In connection with the acquisition of Gold Strike Resorts,
New Way, Inc., a wholly owned subsidiary of the Company, issued
1,069,926 shares of $10.00 Cumulative Preferred Stock.  Of the
preferred shares issued, 866,640 were issued to another wholly
owned subsidiary of the Company.  During the year ended January
31, 1997, the Company purchased 9,864 shares of the preferred
stock for $1.3 million.  The price paid by the Company was based
on the trading price of the Company's common stock prior to the
transaction.  On February 26, 1997, New Way, Inc. merged into
another subsidiary of the Company and, therefore, the remaining
preferred stock was converted into 754,666 shares of common
stock.

     The Company is authorized to issue up to 75 million shares
of $.01 par value preferred stock in one or more series having
such respective terms, rights and preferences as are designated
by the Board of Directors.  No preferred stock has yet been
issued.

Note 10.  Earnings Per Share 
 
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 - Earnings
Per Share ("SFAS 128").  SFAS 128 is effective for periods ending
after December 15, 1997 and replaces earnings per share as
previously reported with "basic", or undiluted earnings per
share, and "diluted" 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 additional dilution for
all potentially dilutive securities, such as stock options.  In
the years ended January 31, 1997 and 1996, convertible subsidiary
preferred stock was assumed to be converted upon issuance on June
1, 1995.

     The Company adopted the provisions of SFAS 128 for its
fiscal year ended January 31, 1998, and all previously reported
earnings per share amounts have been restated.  The table below
reconciles weighted average shares outstanding used to calculate
basic earnings per share with the weighted shares outstanding
used to calculate diluted earnings per share.  There were no
reconciling items for net income.


Year ended January 31,
(in thousands, except share data)         1998     1997     1996

Net income                             $89,908 $100,733 $128,898
Weighted average shares out-
 standing used in computation
 of basic earnings per share            94,943  101,896   97,214
Stock options                              309    1,405    1,123
Subsidiary preferred stock                   -      783      533
Weighted average shares out-                                     
 standing used in computation
 of diluted earnings per share          95,252  104,084   98,870

Basic earnings per share                 $0.95    $0.99    $1.33 

Diluted earnings per share               $0.94    $0.97    $1.30



































                                   -50-

Note 11.  Investments in Unconsolidated Affiliates

The Company has investments in unconsolidated affiliates that are
accounted for under the equity method.  Under the equity method,
original investments are recorded at cost and adjusted by the
Company's share of earnings, losses and distributions of these
companies.   The  investment balance also includes interest
capitalized during construction.  Investments in unconsolidated
affiliates consist of the following:

January 31, (in thousands)                     1998         1997  

Circus and Eldorado Joint Venture (50%)                          

 (Silver Legacy, Reno, Nevada)              $ 64,407      $54,269
Elgin Riverboat Resort (50%)                                     

 (Grand Victoria, Elgin, Illinois)            44,759       51,174
Victoria Partners (50%)                                          

 (Monte Carlo, Las Vegas, Nevada)            139,958      108,680
Detroit Entertainment (45%)
 (Proposed Hotel/Casino, Detroit, Michigan)    6,268            -
                                            $255,392     $214,123

     The Company's unconsolidated affiliates operate with fiscal
years ending on December 31.  Summarized balance sheet
information of the unconsolidated affiliates as of December 31,
1997 and 1996 is as follows:

(in thousands)                                 1997         1996  

Current assets                              $ 85,437     $123,965
Property and other assets, net               763,479      793,260
Current liabilities                           76,496       99,785
Long-term debt and other liabilities         329,275      404,047
Equity                                       443,145      413,394

     Summarized results of operations of the unconsolidated
affiliates for the years ended December 31, 1997 and 1996 are as
follows:

(in thousands)                                1997          1996  

Revenues                                    $661,884     $560,066
Expenses                                     473,357      383,431
Operating income                             188,527      176,635
Net income                                   157,872      136,355

Note 12.  Abandonment Losses

During fiscal 1997, the Company wrote off $48.3 million of
various assets.  These write-offs included the special-effects
films at Luxor ($12.0 million)  which were replaced by IMAX
special-format filmed attractions, structural elements being
demolished as part of Luxor's remodeling ($12.1 million), and
fixtures and equipment at Circus Circus-Las Vegas, Excalibur and
Gold Strike-Tunica being replaced in the course of upgrading and
expanding those properties ($16.0 million).  The Company also
wrote off $8.2 million of costs associated with the demolition of
a people mover at Circus Circus-Las Vegas and the removal of the
Nile River at Luxor.

     During fiscal 1996, the Company wrote off $45.1 million of
costs associated with various assets which were disposed of or
whose values had otherwise become impaired.  The Company sold its
partially completed riverboat gaming facility in Chalmette,
Louisiana for $4 million.  The Company had a net investment
(including a loan to the other joint venturer) of $35.5 million
in this project and thus recognized a loss of $31.5 million on
this sale.  After reevaluating the New Orleans market, the
Company determined that this project could no longer promise a
sufficiently high rate of return to meet Company objectives.  The
Company also wrote off $6.2 million representing the remaining
value of the parking garage and people mover at Circus Circus-
Reno, $3.7 million for a dismantled monorail system between Luxor
and Excalibur, $2.1 million for a dismantled gondola system at
Circus Circus-Las Vegas and $1.6 million for miscellaneous other
assets.


























                                   -51-

Note 13.  Commitments and Contingent Liabilities

In July 1995, Silver Legacy, a 50/50 joint venture with the
Eldorado Hotel/Casino, opened in downtown Reno, Nevada.  As a
condition to the joint venture's $230 million bank credit
agreement of November 1997 (which amended and restated the joint
venture's previous $220 million credit agreement), Circus is
obligated under a make-well agreement to make additional
contributions to the joint venture as may be necessary to
maintain a minimum coverage ratio (as defined).  In November
1997, the joint venture repaid an outstanding loan to the Company
in the principal amount of $35.1 million.

     In Tunica County, Mississippi, the Company recently
completed  construction on a 1,100-room tower addition to its
casino, which was also remodeled and rechristened Gold Strike
Casino Resort.  The remodeled casino opened prior to the Labor
Day weekend and the majority of the new rooms were in service by
February 1998.  The total cost of this expansion is estimated at
$140 million, and through January 31, 1998, the Company had
incurred $126.8 million for this project.

     The Company is constructing a 3,700-room luxury destination
resort set on 60 acres just south of Luxor.  Mandalay Bay
(formerly known by the working title "Project Paradise") is
slated to open in the first quarter of fiscal 2000 and will be
the third property developed within Circus' Masterplan Mile. 
Mandalay Bay's attractions will include an 11-acre tropical
lagoon featuring a sand-and-surf beach, a three-quarter mile lazy
river ride and a swim-up shark tank.  Inside, Mandalay Bay will
offer internationally renowned restaurants, as well as a House of
Blues nightclub and restaurant, including its signature
Foundation Room sited on Mandalay Bay's rooftop and 100 "music-
themed" hotel rooms in Mandalay Bay's towers.  The resort will
also feature convention facilities and a 30,000-square-foot spa,
plus multiple entertainment attractions, including a 12,000-seat
arena.  The cost of Mandalay Bay is currently estimated at
approximately $950 million (excluding land) and as of January 31,
1998, $273.1 million in costs had been incurred for this project.


     Within Mandalay Bay and as part of its 3,700 rooms, there
will be a Four Seasons Hotel of approximately 400 rooms, which
will provide Las Vegas visitors with a luxury "five-star"
hospitality experience.  This hotel, owned by Circus and managed
by Four Seasons Regent Hotels and Resorts, represents the first
step pursuant to the Company's cooperative effort with Four
Seasons to identify strategic opportunities for development of
hotel and casino properties worldwide.

     The Company has funded the above projects from internal cash
flows, project-specific financing or its credit facility, and
anticipates that future funding for such projects will be from
these sources, including the $2.0 billion credit facility, of
which approximately $981.3 million was utilized as of January 31,
1998.

     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.
















































                                   -52-


                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders of Circus Circus
Enterprises, Inc.:

We have audited the accompanying consolidated balance sheets of
Circus Circus Enterprises, Inc. (a Nevada corporation) and
subsidiaries as of January 31, 1998 and 1997 and the related
consolidated statements of income, stockholders' equity and cash
flows for each of the three years in the period ended January 31,
1998.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Circus Circus Enterprises, Inc. and subsidiaries as of January
31, 1998 and 1997 and the results of their operations and their
cash flows for each of the three years in the period ended
January 31, 1998, in conformity with generally accepted
accounting principles.



                                            ARTHUR ANDERSEN LLP



Las Vegas, Nevada
February 27, 1998 


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 its financial position, results of operations and
cash flows in conformity with generally accepted accounting
principles.  In preparing its financial statements, the Company
is required to include amounts based on estimates and judgments
which management believes are reasonable under the circumstances.

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.




































                                   -53-