<PAGE>

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

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended January 31, 2000

                                       OR

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

     For the transition period from ___________ to ___________

Commission File Number   1-8570

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

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

            3950 Las Vegas Boulevard South, Las Vegas, Nevada 89119
       -----------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

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


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

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

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

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

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

     The aggregate market value of the voting stock of the Registrant held by
persons other than the Registrant's directors and executive officers as of April
20, 2000 (based upon the last reported sale price on the New York Stock Exchange
on such date) was $1,139,976,346.

     The number of shares of Registrant's Common Stock, $.01-2/3 par value,
outstanding at April 20, 2000: 78,008,229.

                       DOCUMENTS INCORPORATED BY REFERENCE

     PART II - Portions of the Registrant's Annual Report to Stockholders for
the year ended January 31, 2000 are incorporated by reference into Items 7
through 8, inclusive.

     PART III - Portions of the Registrant's definitive proxy statement in
connection with the annual meeting of stockholders to be held on June 15, 2000,
are incorporated by reference into Items 10 through 13, inclusive.


<PAGE>



Item 8 is amended and restated as follows solely for the purpose of including
the financial statements of Elgin Riverboat Resort- Riverboat Casino for the
year ended December 31, 2000 as required by Rule 3-09 of Regulation S-X. Through
its wholly owned subsidiary, Nevada Landing Partnership, the Company owns a 50%
interest in Elgin Riverboat Resort - Riverboat Casino. Item 14 is also amended
and restated to include the consent of independent public accountants relating
to the above-mentioned financial statements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Incorporated herein by reference are pages 35 through 56 of the 2000 Annual
Report, which pages are included as part of Exhibit 13 to this Report.


Year Ended January 31, 2000
(in thousands, except per share amounts)

<TABLE>
<CAPTION>

                               1st       2nd       3rd       4th
                             Quarter   Quarter   Quarter   Quarter    Total
                            --------------------------------------------------
<S>                         <C>       <C>       <C>       <C>       <C>
Revenue                     $ 471,259 $ 516,181 $ 545,202 $ 518,256 $2,050,898
Income from operations         62,499    79,130    89,856    42,251    273,736
Income before income tax       27,427    36,261    46,171    (6,743)   103,116
Net income                     (4,855)   23,631    28,757    (5,370)    42,163
Basic earnings per share    $    (.05)$     .26 $     .32 $    (.06)$      .47
Diluted earnings per share  $    (.05)$     .26 $     .31 $    (.06)$      .46

</TABLE>

<TABLE>
<CAPTION>

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

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

</TABLE>


                                       -2-

<PAGE>

Elgin Riverboat Resort - Riverboat Casino

Balance Sheets
December 31, 2000 and 1999

<TABLE>
<CAPTION>

                  ASSETS                           2000              1999

<S>                                            <C>               <C>
Current assets:
  Cash and cash equivalents                    $ 51,534,500      $ 43,684,544
  Accounts receivable, net of
   allowance for doubtful accounts of
   $401,257 and $191,911, respectively              343,716           690,069
  Inventories                                       472,170           420,586
  Prepaid expenses                                1,146,669         1,087,828
                                               ------------      ------------

     Total current assets                        53,497,055        45,883,027

Property and equipment, net                      72,572,064        76,538,358

Other assets                                         56,400            55,400
                                               ------------      ------------

     Total assets                              $126,125,519      $122,476,785
                                               ============      ============

       LIABILITIES AND PARTNERS' EQUITY

Current liabilities:
  Accounts payable                             $    393,128      $    392,681
  Accrued liabilities                            48,169,367        38,615,364
                                               ------------      ------------

     Total current liabilities                   48,562,495        39,008,045
                                               ------------      ------------

         Total liabilities                       48,562,495        39,008,045

Partners' equity                                 77,563,024        83,468,740
                                               ------------      ------------

         Total liabilities and
           partners' equity                    $126,125,519      $122,476,785
                                               ============      ============

</TABLE>



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


                                       -3-

<PAGE>

Elgin Riverboat Resort - Riverboat Casino

Statements of Operations
for each of the three years ended December 31, 2000


<TABLE>
<CAPTION>

                                       2000          1999          1998

<S>                               <C>           <C>           <C>
Revenues:
 Casino                           $383,635,910  $316,840,285  $256,167,427
 Food and beverage                  27,397,113    27,157,258    20,433,412
 Admissions and other               10,807,332    10,608,140     9,814,091
                                   -----------  ------------  ------------

                                   421,840,355   354,605,683   286,414,930

Less: promotional allowances       (27,402,778)  (27,197,384)  (20,214,157)
                                   -----------  ------------  ------------

                                   394,437,577   327,408,299   266,200,773
                                   -----------  ------------  ------------

Operating expenses:
 Casino                            201,869,574   168,220,654   134,456,692
 Food and beverage                   6,821,673     6,379,957     6,924,198
 General and administrative         48,258,404    39,378,146    32,706,338
 Depreciation and amortization       7,686,148     9,111,407     9,159,722
 Other operating expenses           13,934,750    14,080,875    13,768,135
                                   -----------  ------------  ------------

                                   278,570,549   237,171,039   197,015,085
                                   -----------  ------------  ------------

Operating income                   115,867,028    90,237,260    69,185,688
                                   -----------  ------------  ------------

Other income (expense):
 Interest income                     1,767,562     1,029,656     1,002,700
 Gain (loss) on asset disposal         (40,306)       48,500      (242,916)
                                   -----------  ------------  ------------

                                     1,727,256     1,078,156       759,784
                                   -----------  ------------  ------------

Net income                        $117,594,284  $ 91,315,416  $ 69,945,472
                                   ===========  ============  ============

</TABLE>


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


                                       -4-

<PAGE>

Elgin Riverboat Resort - Riverboat Casino

Statements of Partners' Equity
for each of the three years ended December 31, 2000

<TABLE>
<CAPTION>

                                            Nevada
                                            Landing
                                            Partnership    RBG, L.P.        Total


<S>                                        <C>            <C>            <C>
Balance, January 1, 1998                   $ 47,453,926   $ 47,453,926   $  94,907,852

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

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

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

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

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

Balance, December 31, 1999                   41,734,370     41,734,370      83,468,740

Net income                                   58,797,142     58,797,142     117,594,284

Distributions to partners                   (61,750,000)   (61,750,000)   (123,500,000)
                                           ------------   ------------   -------------

Balance, December 31, 2000                 $ 38,781,512   $ 38,781,512   $  77,563,024
                                           ============   ============   =============


</TABLE>


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


                                       -5-

<PAGE>



Elgin Riverboat Resort - Riverboat Casino

Statements of Cash Flows
for each of the three years ended December 31, 2000

<TABLE>
<CAPTION>


                                                            2000         1999         1998
<S>                                                    <C>           <C>          <C>
Cash flows from operating activities:
   Net income                                          $117,594,284  $91,315,416  $69,945,472
   Adjustments to reconcile net income
       to net cash provided by operating
       activities:
   Depreciation and amortization                          7,686,148    9,111,407    9,159,722
   Net (gain) loss from sale of asset                        40,306      (48,500)     242,916
   Increase (decrease) in cash attributable
    to changes in assets and liabilities:
     Accounts receivable                                    346,353     (686,347)      76,648
     Inventories                                            (51,584)    (149,315)     119,004
     Prepaid expenses                                       (58,841)     163,929      678,539
     Other assets                                            (1,000)        (900)     182,620
     Accounts payable                                           447     (410,987)     370,261
     Accrued liabilities                                  9,554,003    7,714,431   (2,385,358)
                                                       ------------  -----------  -----------

    Net cash provided by operating
        activities                                      135,110,116  107,009,134   78,389,824
                                                       ------------  -----------  -----------


Cash flows from investing activities:
   Capital expenditures                                  (3,760,160)  (2,879,475)  (3,063,911)
   Proceeds from sale of fixed assets                             -       48,500        1,201
                                                       ------------  -----------  -----------

    Net cash used in investing activities                (3,760,160)  (2,830,975)  (3,062,710)

Cash flows from financing activities:
   Distributions to partners                           (123,500,000) (94,500,000) (78,200,000)
                                                       ------------  -----------  -----------

    Net cash used in financing activities              (123,500,000) (94,500,000) (78,200,000)
                                                       ------------  -----------  -----------

    Net increase (decrease) in cash and
      cash equivalents                                    7,849,956    9,678,159   (2,872,886)

Cash and cash equivalents, beginning of year             43,684,544   34,006,385   36,879,271
                                                       ------------  -----------  -----------

Cash and cash equivalents, end of year                 $ 51,534,500  $43,684,544  $34,006,385
                                                       ============  ===========  ===========

</TABLE>

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


                                       -6-

<PAGE>

Elgin Riverboat Resort - Riverboat Casino

Notes to Financial Statements


1.   BUSINESS

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

     The Joint Venture is licensed by the Illinois Gaming Board ("IGB") to own
     and operate a riverboat casino on the Fox River in Elgin, Illinois.
     The original license, issued on October 6, 1994, was valid for a
     three-year term. On October 17, 2000, the IGB approved the renewal of the
     license for a term of four years.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        CASINO REVENUES

        In accordance with industry practice, the Joint Venture recognizes as
        casino revenues the net win from gaming activities, which is the
        difference between gaming wins and losses.

        PROMOTIONAL ALLOWANCES

        The retail value of admissions, food and beverage, and other
        complimentary items furnished to customers without charge is included in
        gross revenue and then deducted as promotional allowances. Additionally,
        the estimated costs of providing such promotional allowances have been
        included in casino expenses as follows:

<TABLE>
<CAPTION>

                                       2000             1999             1998

<S>                                <C>              <C>              <C>
Admissions and other               $ 8,858,483      $ 9,843,693      $10,705,450
Food and beverage                   14,454,073       13,788,717       10,013,585
                                   -----------      -----------      -----------
                                   $23,312,556      $23,632,410      $20,719,035
                                   ===========      ===========      ===========

</TABLE>

        CASH AND CASH EQUIVALENTS

        The Joint Venture considers all highly liquid investments purchased with
        an original maturity of three months or less to be cash equivalents. The
        Joint Venture maintains cash balances at a financial institution in
        excess of federally insured limits.


                                       -7-

<PAGE>

Elgin Riverboat Resort - Riverboat Casino

Notes to Financial Statements, Continued


        INVENTORIES

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

        PROPERTY AND EQUIPMENT Property,

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

<TABLE>


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

</TABLE>

        RESERVE FOR SLOT CLUB REDEMPTION

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

        INCOME TAXES

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

        USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

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


                                       -8-

<PAGE>

Elgin Riverboat Resort - Riverboat Casino

Notes to Financial Statements, Continued


3.   PROPERTY AND EQUIPMENT:

     A summary of property and equipment at December 31, 2000 and 1999 is as
     follows:

<TABLE>
<CAPTION>

                                                      2000               1999

<S>                                                <C>              <C>
Buildings                                          $ 29,070,069     $ 29,070,069
Riverboat                                            52,799,655       52,799,655
Land improvements                                     5,517,891        5,517,891
Furniture, fixtures and equipment,
 gaming and computer equipment                       35,864,853       33,411,141
Construction in progress                              1,153,648           33,228
                                                   ------------     ------------

      Total property and equipment                  124,406,116      120,831,984

   Less: accumulated depreciation and
 amortization                                        51,834,052       44,293,626
                                                   ------------     ------------

      Property and equipment, net                  $ 72,572,064     $ 76,538,358
                                                   ============     ============

</TABLE>

4.   ACCRUED LIABILITIES

     A summary of accrued liabilities at December 31, 2000 and 1999 is as
     follows:

<TABLE>
<CAPTION>

                                                        2000              1999

<S>                                                 <C>              <C>
Accrued "Grand Victoria Foundation"
 & Kane County donation                             $30,660,173      $24,394,158
Reserve for progressive jackpots                      5,115,612        3,137,545
Reserve for slot club redemptions                     2,966,465        2,570,533
Accrued payroll, vacation and related
 taxes                                                2,899,069        2,355,796
Accrued rent expense                                  1,138,481        1,180,221
Unredeemed chip/token liability                         961,201          651,214
Accrued property taxes                                  764,706          750,000
Accrued gaming and sales taxes                          546,848          477,264
Accrued liability insurance                             446,785          570,901
Accrued employees' tips                                 347,962          244,025
Accrued audit and legal                                 268,881          205,100
Unclaimed property liability                            187,189          149,671
Kane County Forest Preserve trust
 agreement                                              125,000          125,000
Other                                                 1,740,995        1,803,936
                                                    -----------      -----------
    Total accrued liabilities                       $48,169,367      $38,615,364
                                                    ===========      ===========

</TABLE>

                                       -9-

<PAGE>

Elgin Riverboat Resort - Riverboat Casino

Notes to Financial Statements, Continued


5.   FAIR VALUE OF FINANCIAL INSTRUMENTS

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

6.   LEASES

     In accordance with the Ground Lease and Development Agreement, as amended,
     (the "Agreement") the Joint Venture leases land for a term of ten years
     commencing with the initial issuance of the IGB license, with the right to
     renew the Agreement for successive five year terms, not to exceed a total
     lease term of thirty years. The Agreement requires annual lease payments
     equal to the greater of (i) $107,195 or (ii) three percent of the Joint
     Venture's annual net operating income, as defined.

     During the construction of the riverboat casino facility, certain costs
     were incurred by the Joint Venture on behalf of the City of Elgin (the
     "City") which will be utilized to offset the future percentage rent
     payments described in (ii) above. The remaining unrecovered costs as of
     December 31, 1998 was $182,620. No amounts remained as of December 31, 1999
     and 2000.

     The future minimum lease commitments under the ground lease as of December
     31, 2000 are as follows:

<TABLE>

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

</TABLE>

     Rent expense for the years ended December 31, 2000, 1999, and 1998 were
     $4,822,905, $3,931,310, and $3,039,686, respectively.

7.   COMMITMENTS

     Pursuant to an agreement with the City of Elgin, the Joint Venture has
     guaranteed that the City shall receive at least $500,000 annually resulting
     from a combination of lease payments and admission taxes. For each of the
     three years ended December 31, 2000, 1999, and 1998, the Joint Venture has
     paid amounts in excess of the guarantee.


                                      -10-

<PAGE>

Elgin Riverboat Resort - Riverboat Casino

Notes to Financial Statements, Continued

     Pursuant to the Fox River Trust Agreement, entered into on July 20, 1993,
     the Joint Venture has agreed to make certain payments to a trust fund for
     the benefit of the Fox River. Annual contributions of $500,000 commenced on
     October 6, 1995, the initial anniversary date of the issuance of the IGB
     license, and will continue for twelve successive years.

     The Joint Venture has agreed to contribute to both Kane County and to a
     foundation that has been established for the benefit of educational,
     environmental and economic development programs in the region. The total
     commitment is equal to 20% of adjusted net operating income ("ANOI"), as
     defined. This commitment must be paid within 120 days of the end of the
     fiscal year for which it has been calculated. Donation expense for the
     years ended December 31, 2000, 1999, and 1998 were $30,660,173,
     $24,394,158 and $19,177,996, respectively.

8.   RELATED PARTY TRANSACTIONS

     Employment expenses for certain key Joint Venture employees are paid by one
     of the Joint Venture Partners. The Joint Venture partner is then reimbursed
     by the Joint Venture for these expenses.

9.   PROFIT SHARING PLAN

     The Joint Venture contributes to a defined contribution plan which provides
     for contributions in accordance with the plan document. The plan covers
     substantially all employees. The Joint Venture contributes a set dollar
     amount to all eligible employees as well as a matching contribution of 25%
     of employee contributions limited to specified dollar amount as stated in
     the plan document. The Joint Venture expensed contributions in the amount
     of $475,943, $404,175 and $392,740 in 2000, 1999, and 1998, respectively.


                                      -11-

<PAGE>

Report of Independent Accountants

To the Partners of the Elgin Riverboat Resort -
   Riverboat Casino

In our opinion, the accompanying balance sheets and the related statements of
operations, partners' equity and cash flows present fairly, in all material
respects, the financial position of Elgin Riverboat Resort - Riverboat Casino
("Joint Venture") at December 31, 2000 and 1999, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Joint Venture's management; our responsibility is to express an opinion
on these financial statements based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.


                                               PRICEWATERHOUSECOOPERS LLP

January 12, 2001
Chicago, Illinois


                                      -12-

<PAGE>


                                     PART IV


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

    (a)(1)   Consolidated Financial Statements:

MANDALAY RESORT GROUP AND SUBSIDIARIES

<TABLE>
<CAPTION>

                                                                        PAGE
<S>                                                                     <C>
Consolidated Balance Sheets as of January 31, 2000 and
   1999................................................................  35   *

Consolidated Statements of Income for the three years
   ended January 31, 2000..............................................  36   *

Consolidated Statements of Cash Flows for the three
   years ended January 31, 2000........................................  37   *

Consolidated Statements of Stockholders' Equity for
   the three years ended January 31, 2000..............................  38   *

Notes to Consolidated Financial Statements.............................  39   *

Report of Independent Public Accountants...............................  56   *

   (a)(2)   Supplemental Financial Statement Schedules:

   None


ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO

Balance Sheets as of December 31, 2000 and 1999.........................  3 **

Statements of Operations for the three years ended
December 31, 2000.......................................................  4 **

Statements of Partners' Equity for each of the three
years ended December 31, 2000...........................................  5 **

Statements of Cash Flows for each of the three years
ended December 31, 2000.................................................  6 **

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

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

</TABLE>


                                      -13-

<PAGE>


*    Refers to page of the Annual Report to Stockholders for the year ended
     January 31, 2000, the incorporated portions of which are included as
     Exhibit 13 to this Report.

**   Refers to page in this amendment.

     (a)(3) Exhibits:

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

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

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

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

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

3(i)(d).  Certificate of Amendment of Restated Articles of Incorporation of the
          Registrant, filed with the Office of the Secretary of State of Nevada
          on June 18, 1999. (Incorporated by reference to Exhibit 3(i) to the
          Registrant's Current Report on Form 8-K dated June 18, 1999.)

3(ii).    Restated Bylaws of the Registrant dated April 30, 1999. (Incorporated
          by reference to Exhibit 3(ii) to the Registrant's Annual Report on
          Form 10-K for the fiscal year ended January 31, 1999).

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


                                      -14-

<PAGE>


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

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

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

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

4(f).     Amendment No. 3, dated as of June 22, 1999, to the Amended and
          Restated Loan Agreement dated as of May 23, 1997, by and among the
          Registrant, the Banks named therein and Bank of America National Trust
          and Savings Association, as administrative agent for the Banks.
          (Incorporated by reference to Exhibit 4(a) to the Registrant's
          Quarterly Report on Form 10-Q for the quarterly period ended July 31,
          1999.)


                                      -15-

<PAGE>


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

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

4(i).     Interest Rate Swap Agreement, dated as of September 27, 1999, by and
          between the Registrant and Bank of America, N.A. (Incorporated by
          reference to Exhibit 4(a) to the Registrant's Quarterly Report on Form
          10-Q for the quarterly period ended October 31, 1999.)

4(j).     Interest Rate Swap Agreement, dated as of September 27, 1999, by and
          between the Registrant and Bank of America, N.A. (Incorporated by
          reference to Exhibit 4(b) to the Registrant's Quarterly Report on Form
          10-Q for the quarterly period ended October 31, 1999.)

4(k).     Interest Rate Swap Agreement, dated as of October 13, 1999, by and
          between the Registrant and Bank of America, N.A. (Incorporated by
          reference to Exhibit 4(c) to the Registrant's Quarterly Report on Form
          10-Q for the quarterly period ended October 31, 1999.)

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

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


                                      -16-

<PAGE>


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

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

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

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

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

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

4(t).     Indenture, dated February 1, 1996, by and between the Registrant and
          First Interstate Bank of Nevada, N.A., as Trustee. (Incorporated by
          reference to Exhibit 4(b) to the Registrant's Current Report on Form
          8-K dated January 29, 1996.)


                                      -17-

<PAGE>


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

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

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

4(x).     6.70% Senior Notes due February 15, 2096 in the principal amount of
          $150,000,000. (Incorporated by reference to Exhibit 4(d) to the
          Registrant's Quarterly Report on Form 10-Q for the quarterly period
          ended October 31, 1996.)

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

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

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


                                      -18-

<PAGE>


4(bb).    Instrument of Joinder, dated May 31, 1998, by Mandalay Corp., pursuant
          to the Subsidiary Guaranty dated as of May 23, 1997, with respect to
          the Amended and Restated Loan Agreement, in favor of Bank of America
          National Trust and Savings Association, as administrative agent for
          the Banks. (Incorporated by reference to Exhibit 4(a) to the
          Registrant's Quarterly Report on Form 10-Q for the quarterly period
          ended July 31, 1998.)

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

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

4(ee).    9-1/4% Senior Subordinated Notes due December 1, 2005 in the principal
          amount of $275,000,000. (Incorporated by reference to Exhibit 4(c) to
          the Registrant's Quarterly Report on Form 10-Q for the quarterly
          period ended October 31, 1998.)

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

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

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


                                      -19-

<PAGE>


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

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

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

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

10(h).    1999 Non-employee Directors Stock Option Plan. (Incorporated by
          reference to Exhibit 10(i) to the Registrant's Annual Report on Form
          10-K for the fiscal year ended January 31, 1999).

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

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

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

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


                                      -20-

<PAGE>


10(m).    Thirteenth Amendment and Restatement of the Registrant's Employees'
          Profit Sharing and Investment Plan. (Incorporated by reference to
          Exhibit 4(d) to Post Effective Amendment No. 11 to the Registrant's
          Registration Statement (No. 33- 18278) on Form S-8.)

10(n).    Ninth Amendment and Restatement to the Registrant's Employees' Profit
          Sharing and Investment Trust. (Incorporated by reference to Exhibit
          4(e) to Post Effective Amendment No. 11 to the Registrant's
          Registration Statement (No. 33-18278) on Form S-8.)

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

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

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

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

10(s).    Lease by and between Robert Lewis Uccelli, guardian, as lessor, and
          Nevada Greens, a limited partnership, William N. Pennington, as
          trustee, and William G. Bennett, as trustee, and related Assignment of
          Lease. (Incorporated by reference to Exhibit 10(p) to the Registrant's
          Registration Statement (No. 33-4475) on Form S-1.)

10(t).    Agreement of Purchase, dated March 15, 1985, by and between Denio
          Brothers Trucking Company, as seller, and the Registrant, as buyer,
          and related lease by and between Denio Brothers Trucking Co., as
          lessor, and Nevada Greens, a limited partnership, William


                                      -21-

<PAGE>


          N. Pennington, as trustee, and William G. Bennett, as trustee, and
          related Assignment of Lease. (Incorporated by reference to Exhibit
          10(q) to the Registrant's Registration Statement (No. 33-4475) on Form
          S-1.)

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

10(v).    Amended and Restated Credit Agreement, dated November 24, 1997, by and
          among Circus and Eldorado Joint Venture, the Banks named therein and
          Bank of America National Trust and Savings Association as
          Administrative Agent, and the related Note, Amended and Restated
          Make-Well Agreement and Amended and Restated Deed of Trust.
          (Incorporated by reference to Exhibit 4(h) to the Registrant's
          Quarterly Report for the quarterly period ended October 31, 1997.)

10(w).    Amendment No. 1 to the Amended and Restated Credit Agreement, by and
          among Circus and Eldorado Joint Venture, the Banks named therein and
          Bank of America National Trust and Savings Association as
          Administrative Agent.

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

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


                                      -22-

<PAGE>


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

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

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

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

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

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


                                      -23-

<PAGE>


          Ensign, relating to the Registrant's Common Stock, filed on September
          5, 1996.)

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

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

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

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

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

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

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


                                      -24-

<PAGE>


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

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

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

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

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

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

10(rr).   Reducing Revolving Loan Agreement, dated as of December 21, 1994,
          among Victoria Partners, each bank party thereto, The Long-Term Credit
          Bank of Japan, Ltd., Los Angeles Agency, and Societe Generale, as
          Co-agents, and Bank of America National Trust and Savings Association,
          as Administrative Agent (without Schedules or Exhibits) (the "Victoria
          Partners Loan Agreement"). (Incorporated by reference to Exhibit 99.2
          to


                                      -25-

<PAGE>


          Amendment No. 1 on Form 8-K/A to the Current Report on Form 8-K dated
          December 9, 1994 of Mirage Resorts, Incorporated. Commission File No.
          1- 6697.)

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

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

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

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

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

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

10(yy).   Amendment No. 7 to the Victoria Partners Loan Agreement, dated as of
          January 12, 1998. (Incorporated by reference to Exhibit 10.2 to the
          Quarterly Report on Form 10-Q for the quarterly period ended March 31,
          1998 of Mirage Resorts, Incorporated. Commission File No.1-6697.)


                                      -26-

<PAGE>


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

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

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

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

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

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

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

10(ggg).  Operating Agreement, dated October 7, 1997, by and between Circus
          Circus Michigan, Inc. and Atwater Casino Group, L.L.C. (Incorporated
          by reference to


                                      -27-

<PAGE>


          Exhibit 10(a) to the Registrant's Quarterly Report for the quarterly
          period ended October 31, 1997.)

10(hhh).  First Amendment to Operating Agreement, by and between Circus Circus
          Michigan, Inc. and Atwater Casino Group, L.L.C.

10(iii).  Amended First Amendment to Operating Agreement, by and between Circus
          Circus Michigan, Inc. and Atwater Casino Group, L.L.C.

10(jjj).  Second Amendment to Operating Agreement, by and between Circus Circus
          Michigan, Inc. and Atwater Casino Group, L.L.C.

10(kkk).  Amended and Restated Development Agreement, dated as of April 9, 1998,
          by and among Detroit Entertainment, L.L.C., the City of Detroit and
          the Economic Development Corporation of the City of Detroit for the
          City of Detroit Casino Development Project. (Incorporated by reference
          to Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q for
          the quarterly period ended July 31, 1998.)

10(lll).  First Amendment to the Amended and Restated Development Agreement,
          dated as of April 9, 1998, by and among Detroit Entertainment, L.L.C.,
          the City of Detroit and the Economic Development Corporation of the
          City of Detroit for the City of Detroit Casino Development Project.
          (Incorporated by reference to Exhibit 10(b) to the Registrant's
          Quarterly Report on Form 10-Q for the quarterly period ended July 31,
          1998.)

10(mmm).  Second Amendment to the Amended and Restated Development Agreement, by
          and among Detroit Entertainment, L.L.C., the City of Detroit and the
          Economic Development Corporation of the City of Detroit for the City
          of Detroit Casino Development Project.

10(nnn).  Conveyance Agreement, dated April 29, 1999, by and among the City of
          Detroit, the Economic Development Corporation of the City of Detroit
          and Detroit Entertainment, L.L.C. (Incorporated by reference to
          Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q for
          the quarterly period ended April 30, 1999.)


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<PAGE>


10(ooo).  Loan Agreement, dated as of June 30, 1999 among Detroit Entertainment,
          L.L.C., the Banks named therein and Bank of America National Trust and
          Savings Association, as administrative agent for the Banks.
          (Incorporated by reference to Exhibit 10(a) to the Registrant's
          Quarterly Report on Form 10-Q for the quarterly period ended July 31,
          1999.)

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

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

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

10(sss).  Lease Intended As Security, dated October 30, 1998, among Circus
          Circus Leasing, Inc., as lessee; the Registrant, as guarantor; First
          Security Bank, National Association, as Trustee, the Banks named
          therein and Bank of America National Trust and Savings Association, as
          administrative agent for the Banks. (Incorporated by reference to
          Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q for
          the quarterly period ended October 31, 1998.)

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


                                      -29-

<PAGE>


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

13.       Portions of the Annual Report to Stockholders for the Year Ended
          January 31, 2000 specifically incorporated by reference as part of
          this Report.

21.       Subsidiaries of the Registrant.

23.       Consent of Arthur Andersen LLP.

23(b).    Consent of PricewaterhouseCoopers LLP.

27.       Financial Data Schedule for the year ended January 31, 2000 as
          required under EDGAR.


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

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

     (b) During the fourth quarter of the fiscal year ended January 31, 2000,
Mandalay filed no Current Report on Form 8-K.

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

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


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<PAGE>



                                   SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                             MANDALAY RESORT GROUP



Dated: March 7, 2001                            By: /s/ GLENN SCHAEFFER
                                                    ---------------------------
                                                    Glenn Schaeffer,
                                                    President, Chief Financial
                                                    Officer and Treasurer



                                      -31-

<PAGE>



                                INDEX TO EXHIBITS
                                   FORM 10-K/A
                                Fiscal Year Ended
                                January 31, 2000

      Exhibit
      Number

      23(b).    Consent of PricewaterhouseCoopers LLP.








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