<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, 1998
                      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 
                                  
                  CIRCUS CIRCUS ENTERPRISES, INC.
      (Exact name of Registrant as specified in its charter)

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

2880 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA   89109-1120
   (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code: (702) 734-0410

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. [ ]

          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, 1998 (based upon the last reported sale price on the New York 
Stock Exchange on such date) was $1,598,200,968.

          The number of shares of Registrant's Common Stock, $.01-2/3 par 
value, outstanding at April 20, 1998: 95,129,383.

          ----------------------------------------------------------------
                         DOCUMENTS INCORPORATED BY REFERENCE

          PART II - Portions of the Registrant's Annual Report to 
Stockholders for the year ended January 31, 1998 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 18, 
1998, 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, 1998 as required by Rule 3-09 of 
     Regulation S-X.  Through its wholly owned subsidiary, Nevada Landing 
     Partnership, the Company owns a 50% interest in Elgin Riverboat Resort-
     Riverboat Casino. Item 14 is also amended and restated to include the 
     consent of independent public accountants relating to the 
     above-mentioned financial statements.
               
     ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     Incorporated herein by reference are pages 37 through 53 of the 1998 
     Annual Report, which pages are included as part of Exhibit 13 to this 
     Report.
                                       
              SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Year Ended January 31, 1998
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
                               1ST       2ND       3RD       4TH
                             QUARTER   QUARTER   QUARTER   QUARTER    TOTAL   
                            --------- --------- --------- --------- ----------
<S>                         <C>       <C>       <C>       <C>       <C>
Revenue                     $ 344,098 $ 343,292 $ 341,852 $ 325,245 $1,354,487
Income from operations         82,638    62,747    59,650    31,465    236,500
Income before income tax       59,367    38,876    43,061     6,618    147,922
Net income                     37,489    24,488    27,223       708     89,908
Basic earnings per share    $     .40 $     .26 $     .29 $     .01 $      .95
Diluted earnings per share  $     .39 $     .26 $     .29 $     .01 $      .94
</TABLE>
Year Ended January 31, 1997
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
                               1ST       2ND       3RD       4TH
                             QUARTER   QUARTER   QUARTER   QUARTER    TOTAL   
                            --------- --------- --------- --------- ----------
<S>                         <C>       <C>       <C>       <C>       <C>
Revenue                     $352,885  $338,806  $337,990  $304,569 $1,334,250
Income from operations        81,297    24,650    71,185    45,037    222,169
Income before income tax      69,385    12,881    55,659    25,938    163,863
Net income                    43,472     7,309    34,813    15,139    100,733
Basic earnings per share    $    .42  $    .07  $    .34  $    .16 $      .99
Diluted earnings per share  $    .41  $    .07  $    .33  $    .15 $      .97
</TABLE>


                                    -2-

<PAGE>

Elgin Riverboat Resort - Riverboat Casino
 
  Balance Sheets
  DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>

                  ASSETS                    1998               1997
<S>                                     <C>               <C>
  Current assets:
    Cash and cash equivalents           $ 34,006,385      $ 36,879,271 
    Accounts receivable                        3,722            80,370
    Inventories                              271,271           390,275
    Prepaid expenses                       1,251,757         1,930,296
                                        ------------      ------------

       Total current assets               35,533,135        39,280,212 

  Property and equipment, net             82,770,290        89,110,218 

  Other assets                                54,500           237,120 
                                        ------------      ------------

       Total assets                     $118,357,925      $128,627,550
                                        ------------      ------------
                                        ------------      ------------

      LIABILITIES AND PARTNERS' EQUITY

  Current liabilities:
    Accounts payable                    $    803,668     $    433,407 
    Accrued liabilities                   30,900,933       33,286,291 
                                        ------------      ------------

       Total current liabilities          31,704,601       33,719,698 
                                        ------------      ------------

       Total liabilities                  31,704,601       33,719,698 

  Partners' equity                        86,653,324       94,907,852 
                                        ------------      ------------

       Total liabilities and 
         partners' equity               $118,357,925     $128,627,550
                                        ------------      ------------
                                        ------------      ------------
</TABLE>

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


                                      -3-
<PAGE>

Elgin Riverboat Resort - Riverboat Casino 

Statements of Operations
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
                                       1998          1997          1996
<S>                               <C>           <C>           <C>
Revenues:
  Casino                          $ 256,167,427 $ 241,943,689 $ 233,074,809 
  Food and beverage                  20,433,412    18,550,330    17,148,086 
  Admissions and other                9,814,091     9,808,754     9,441,806 
                                  ------------- ------------- -------------
                                    286,414,930   270,302,773   259,664,701 

Less: promotional allowances        (20,214,157)  (18,664,088)  (16,243,962)
                                  ------------- ------------- -------------
                                    266,200,773   251,638,685   243,420,739 
                                  ------------- ------------- -------------

Operating expenses:
  Casino                            134,456,692    99,702,338    92,886,998 
  Food and beverage                   6,924,198     6,612,865     7,280,565 
  General and administrative         32,706,338    37,431,032    24,972,009 
  Depreciation and amortization       9,159,722     8,528,455     8,216,672 
  Other operating expenses           13,768,135    10,713,224    10,299,447
                                  ------------- ------------- -------------
                                    197,015,085   162,987,914   143,655,691 
                                   ------------- ------------- -------------

Operating income                     69,185,688    88,650,771    99,765,048 
                                  ------------- ------------- -------------

Other income (expense):
  Interest income                     1,002,700       990,908       300,206 
  Loss on asset disposal               (242,916)     (225,723)     (100,014)
                                  ------------- ------------- -------------
                                        759,784       765,185       200,192 
                                  ------------- ------------- -------------

Net income                        $  69,945,472  $ 89,415,956  $ 99,965,240 
                                  ------------- ------------- -------------
                                  ------------- ------------- -------------
</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, 1998

<TABLE>
<CAPTION>
                                   Nevada
                                   Landing
                                  Partnership     RBG, L.P.      TOTAL
<S>                              <C>            <C>           <C>
Balance, January 1, 1996         $ 56,713,328   $ 56,713,328  $ 113,426,656 

Net income                         49,982,620     49,982,620     99,965,240 

Distributions to partners         (54,700,000)   (54,700,000)  (109,400,000)
                                   ----------     ----------    -----------
Balance, December 31, 1996         51,995,948     51,995,948    103,991,896 

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

Distributions to partners         (49,250,000)   (49,250,000)   (98,500,000)
                                   ----------     ----------    -----------
Balance, December 31, 1997         47,453,926     47,453,926     94,907,852 

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

Distributions to partners         (39,100,000)   (39,100,000)   (78,200,000)
                                   ----------     ----------    -----------
Balance, December 31, 1998       $ 43,326,662   $ 43,326,662  $  86,653,324 
                                   ----------     ----------    -----------
                                   ----------     ----------    -----------

</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, 1998

<TABLE>
<CAPTION>


                                                 1998           1997           1996
<S>                                         <C>             <C>            <C>
Cash flows from operating activities:

  Net income                                $ 69,945,472    $ 89,415,956   $  99,965,240 

  Adjustments to  reconcile net 
    income to net cash provided by
    operating activities
  Depreciation and amortization                9,159,722       8,528,455       8,216,672 
  Net loss from sale of asset                    242,916         225,723         100,014 
  Increase (decrease) in cash attributable
    to changes in assets and liabilities:
    Accounts receivable                           76,648         106,671         (50,225) 
    Inventories                                  119,004         (71,770)       (143,556)
    Prepaid expenses                             678,539         (20,295)         97,659 
    Other assets                                 182,620         728,378         546,359 
    Accounts payable                             370,261          (1,351)       (241,254)
    Accrued expenses                          (2,385,358)     14,578,616      14,673,505
                                            ------------    ------------    ------------

      Net cash provided by operating 
        activities                            78,389,824     113,490,383     123,164,414 
                                            ------------    ------------    ------------

Cash flows from investing activities:
  Capital expenditures                        (3,063,911)     (1,788,594)     (2,593,361)
  Proceeds from sale of fixed assets               1,201         208,365          51,000 
                                            ------------    ------------    ------------

     Net cash used in investing activities    (3,062,710)     (1,580,229)     (2,542,361)
                                            ------------    ------------    ------------

Cash flows from financing activities:
  Distributions to partners                  (78,200,000)    (98,500,000)   (109,400,000)
  Payments on notes payable                           --              --        (116,119)

     Net cash used in financing activities   (78,200,000)    (98,500,000)   (109,516,119)
                                            ------------    ------------    ------------

     Net increase (decrease) in cash and
       Cash equivalents                       (2,872,886)     13,410,154      11,105,934 

Cash and cash equivalents, beginning of year  36,879,271      23,469,117      12,363,183
                                            ------------    ------------    ------------

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

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


                                     -6-
<PAGE>

1.   BUSINESS

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

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

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     CASINO REVENUES 

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

     PROMOTIONAL ALLOWANCES

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

<TABLE>
<CAPTION>
                                 1998         1997        1996
<S>                          <C>          <C>          <C>
      Admissions and other   $10,705,450  $10,503,250  $10,285,198 
      Food and beverage       10,013,585    8,276,075    6,470,703 
                             -----------  -----------  -----------
                             $20,719,035  $18,779,325  $16,755,901
                             -----------  -----------  -----------
                             -----------  -----------  -----------
</TABLE>

     CASH AND CASH EQUIVALENTS 

     The Joint Venture considers all highly liquid investments purchased with a
     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>

     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.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     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>
<CAPTION>
<S>                                                    <C>
          Buildings                                    39  Years
          Riverboat                                    20  Years
          Land improvements                            15  Years
          Furniture, fixtures and 
          equipment, gaming and computer equipment     5-7 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>

3.   PROPERTY AND EQUIPMENT:

     A summary of property and equipment at December 31, 1998 and 1997 is as
     follows:

<TABLE>
<CAPTION>
                                              1998          1997
<S>                                      <C>            <C>
     Buildings                           $ 29,070,069   $ 29,070,069 
     Riverboat                             52,799,655     52,799,655 
     Land improvements                      5,517,891      5,501,167 
     Furniture, fixtures and equipment,
       gaming and computer equipment       30,569,402     27,875,396 
     Construction in progress                      --         25,655 

        Total property and equipment      117,957,017    115,271,942 

      Less: accumulated depreciation
        and amortization                   35,186,727     26,161,724 
                                                            
        Property and equipment, net       $82,770,290    $89,110,218 
</TABLE>
4.   ACCRUED LIABILITIES

     A summary of property and equipment at December 31, 1998 and 1997 is as
     follows:

<TABLE>
<CAPTION>
                                                          1998           1997
<S>                                                 <C>            <C>
     Accrued "Grand Victoria Foundation"
       & Kane County donation                       $ 19,177,996   $24,159,571 
     Accrued  payroll,  vacation and                   2,878,787     2,254,851 
       related taxes
     Reserve for slot club redemptions                 2,347,360     1,648,114 
     Accrued rent expense                                762,308       920,222 
     Accrued property taxes                              828,727       794,015 
     Reserve for progressive jackpots                  1,989,831     1,838,535 
     Unredeemed chip/token liability                     564,805       589,754 
     Accrued dealer's tips                               417,443       382,997 
     Accrued gaming and sales taxes                      288,840       257,771 
     Kane County Forest Preserve trust agreement         125,000       125,000 
     Other                                             1,519,836       315,461 
                                                    ------------   -----------

              Total accrued liabilities             $ 30,900,933   $33,286,291 
                                                    ------------   -----------
                                                    ------------   -----------
</TABLE>

                                       -9-

<PAGE>

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 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. Additionally, the Agreement 
     provides an option to purchase such land at fair market value at anytime 
     during the lease term subject to the construction of certain other 
     capital projects by the Joint Venture.  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 and 1997 were $182,620 and $913,098, respectively, and 
     are included in prepaid expenses and other assets.

     The future minimum lease commitments under the ground lease as of
     December 31, 1998 are as follows:

<TABLE>

<S>        <C>                          <C>
           1999                         $107,195

           2000                          107,195

           2001                          107,195

           2001                          107,195

           2003 and thereafter           188,839
</TABLE>

     Rent expense for the years ended December 31, 1998, 1997 and 1996 were 
     $3,039,686, $3,890,851, and $3,781,229, respectively.


                                     -10-

<PAGE>

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, 1998, 1997 and 1996, the 
     Joint Venture has paid amounts in excess of the guarantee.  
     Additionally, the Agreement requires the Joint Venture to pay the City 
     $350,000 per year, for five years to defray additional law enforcement 
     costs estimated to be incurred by the City.

     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, after the cumulative after tax ANOI exceeds the 
     Joint Venture's total investment cost, as defined, incurred in 
     connection with the development of the riverboat casino facility.  This 
     commitment must be paid within 120 days of the end of the fiscal year 
     for which it has been calculated.  During 1996, ANOI exceeded the Joint
     Venture's total investment costs and the Joint Venture began accruing for
     this donation expense.  Donation expense for the years ended December 31,
     1998, 1997, and 1996 were $19,177,996, $23,993,096 and $12,219,654, 
     respectively.
     
8.   RELATED PARTY TRANSACTIONS

     During 1996, the employment of certain key employees of the Joint 
     Venture was transferred to one of the partners of the Joint Venture.  
     Salary, bonus and related taxes are paid by the Joint Venture partner.  
     The Joint Venture partner is then reimbursed by the Joint Venture for 
     these expenses.

9.   PROFIT SHARING PLAN

     The Joint Venture contributes to a defined contribution plan which 
     provides for contributions in accordance with the plan document.  The 
     plans cover substantially all employees.  The Joint Venture contributes 
     a set dollar amount to all eligible employees as well as a matching 
     contribution of 25% of employee contributions limited to specified dollar
     amount as stated in the plan document. Joint Venture contributions to the
     plan amounted to $392,740, $293,261 and $211,051 in 1998, 1997 and 1996, 
     respectively.

                                     -11-
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners of the Elgin Riverboat Resort - 
  Riverboat Casino 

We have audited the accompanying balance sheets of the Elgin Riverboat Resort 
- Riverboat Casino ("Joint Venture") as of December 31, 1998 and 1997, and 
the related statements of operations, partners' equity and cash flows for 
each of the three years in the period ended December 31, 1998. 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 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 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 the Elgin Riverboat Resort 
- Riverboat Casino as of December 31, 1998 and 1997, and the results of its 
operations, partners' equity and cash flows for each of the three years in 
the period ended December 31, 1998 in conformity with generally accepted 
accounting principles.

                                  PRICEWATERHOUSECOOPERS LLP

January 14, 1999


                                     -12-
<PAGE>
                                       
                                    PART IV

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

     (a)(1)    Consolidated Financial Statements:

<TABLE>
<CAPTION>

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES            Page
                                                            ----
<S>                                                         <C>
Consolidated Balance Sheets as of January 31, 1998 and
1997...................................................     37     *

Consolidated Statements of Income for the three years
ended January 31, 1998.................................     38     *

Consolidated Statements of Cash Flows for the three
years ended January 31, 1998...........................     39     *

Consolidated Statements of Stockholders' Equity for
the three years ended January 31, 1998.................     40     *

Notes to Consolidated Financial Statements.............     41     *

Report of Independent Public Accountants...............     53     *

   (a)(2)   Supplemental Financial Statement Schedules:

    None.

ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO

Balance Sheets as of December 31, 1998 and 1997.......       3    **

Statements of Operations for the three years ended
December 31, 1998......................................      4    **

Statements of Partners' Equity for each of the three
years ended December 31, 1998..........................      5    **

Statements of Cash Flows for each of the three years
ended December 31, 1998................................      6    **

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

Report of Independent Accountants......................     12    **
</TABLE>

-----------------------------
*    Refers to page of the Annual Report to Stockholders for the year ended
     January 31, 1998, 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:


                                     -13-
<PAGE>

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

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

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

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

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

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


                                     -14-
<PAGE>

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

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

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

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

4(h).     Interest Rate Cap Agreement, dated January 13, 1998, between the 
          Company and Morgan Guaranty Trust Company of New York.

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

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

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

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


                                     -15-
<PAGE>

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

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

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

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

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

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

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

4(t).     Indenture, dated November 15, 1996, by and between the Company and 
          Wells Fargo Bank (Colorado), N.A., as Trustee.  (Incorporated by 
          reference to Exhibit 4(e) to the Company's Quarterly Report on Form 
          10-Q for the quarterly period ended October 31, 1996.)


                                     -16-
<PAGE>

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

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

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

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

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

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

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

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

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

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


                                     -17-
<PAGE>

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

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

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

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

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

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

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

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


                                     -18-

<PAGE>

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

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

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

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

10(x).    First Amendment to Agreement and Plan of Merger, dated May 30, 
          1995, by and among the Company and M.S.E. Investments, 
          Incorporated, Last Chance Investments, Incorporated, Goldstrike 
          Investments, Incorporated, Diamond Gold, Inc., Gold Strike 
          Aviation, Incorporated, Goldstrike Finance Company, Inc., Oasis 
          Development Company, Inc., Michael S. Ensign, William A. 
          Richardson, David R. Belding, Peter A. Simon II and Robert 


                                     -19-
<PAGE>

          J. Verchota.  (Incorporated by reference to Exhibit 99.2 of the 
          Schedule 13D of Michael S. Ensign relating to the Company's Common 
          Stock, filed on June 12, 1995.)

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

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

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

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


                                     -20-
<PAGE>

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

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

10(ee).*  Amendment and Restatement of Employment Agreement dated November 1, 
          1997, by and between the Company and Clyde Turner. 

10(ff).*  Agreement and Release dated January 17, 1998, by and between the 
          Company and Clyde Turner.

10(gg).*  Amendment and Restatement of Employment Agreement dated November 1, 
          1997, by and between the Company and Michael S. Ensign. 

10(hh).*  Amendment and Restatement of Employment Agreement dated November 1,
          1997, by and between the Company and Glenn W. Schaeffer. 

10(ii).*  Amendment and Restatement of Employment Agreement dated November 1,
          1997, by and between the Company and William A. Richardson. 

10(jj).*  Amendment and Restatement of Employment Agreement dated July 14, 1997,
          by and between the Company and Kurt D. Sullivan. 

10(kk).*  Amendment and Restatement of Employment Agreement dated November 1,
          1997, by and between the Company and Antonio C. Alamo. 

10(ll).*  Amendment and Restatement of Employment Agreement dated November 1,
          1997, by and between the Company and Gregg H. Solomon. 

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


                                     -21-
<PAGE>

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

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

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

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

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

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

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


                                     -22-
<PAGE>

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 Company's Quarterly Report on Form 10-Q for the quarterly 
          period ended October 31, 1995.)

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

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

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

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

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

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

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


                                     -23-

<PAGE>

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

10(eee).  Agreement, dated May 30, 1996, with Mirage Resorts, Incorporated 
          regarding the development of certain property in Atlantic City, New 
          Jersey. (Incorporated by reference to Exhibit 10(a) to the 
          Company's Quarterly Report on Form 10-Q for the quarterly period 
          ended April 30, 1996.)

10(fff).  Stock Transfer Agreement, dated January 23, 1997, by and between 
          the Company, Windsor Casino Limited, Windsor Casino Supplies 
          Limited and Windsor Casino Financial Limited and Caesars World, 
          Inc., Conrad International Investment Corporation and Hilton Hotels 
          Corporation. (Incorporated by reference to Exhibit 10(kkk) to the 
          Company's Annual Report on Form 10-K for the fiscal year ended 
          January 31, 1997.)

10(ggg).* Description of Consulting Plan adopted June 21, 1996.  
          (Incorporated by reference to Exhibit 10(lll) to the Company's 
          Annual Report on Form 10-K for the fiscal year ended January 31, 
          1997.)

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

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

10(jjj).  Development Agreement, dated as of March 12, 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 (without exhibits) and the 
          related Second Letter of Corrections to the Development Agreement 
          dated April 8, 1998.

10(kkk).  Hotel Pre-opening Services Agreement, dated as of January 1, 1997, 
          by and among the Company and Four Seasons Hotels Limited.

10(lll).  Hotel Management Agreement, dated as of March 10, 1998, by and 
          among the Company, Mandalay Corp. and Four Seasons Hotel Limited.


                                     -24-
<PAGE>

10(mmm).  Hotel License Agreement, dated as of March 10, 1998, by and among 
          Mandalay Corp. and Four Seasons Hotel Limited.

13.       Portions of the Annual Report to Stockholders for the Year Ended 
          January 31, 1998 specifically incorporated by reference as part of 
          this Report.

21.       Subsidiaries of the Company.

23.       Consent of Arthur Andersen LLP.

23(b).    Consent of PricewaterhouseCoopers LLP

27(a).    Financial Data Schedule for the year ended January 31, 1998 as 
          required under EDGAR.

27(b).    Restated Financial Data Schedule for the three-month period ended 
          April 30, 1997.

27(c).    Restated Financial Data Schedule for the year ended January 31, 1997.

27(d).    Restated Financial Data Schedule for the nine-month period ended 
          October 31, 1996.

27(e).    Restated Financial Data Schedule for the six-month period ended 
          July 31, 1996.

27(f).    Restated Financial Data Schedule for the three-month period ended 
          April 30, 1996.

27(g).    Restated Financial Data Schedule for the year ended January 31, 
          1996.

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


                                     -25-
<PAGE>

     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, 
1998, the Company filed no Current Report on Form 8-K.

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

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


                                     -26-
<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. 
                                       
                                 CIRCUS CIRCUS ENTERPRISES, INC. 
 
     Dated: March 29, 1999       By: /s/ GLENN SCHAEFFER
                                     ----------------------------
                                     Glenn Schaeffer,
                                     President, Chief Financial
                                     Officer and Treasurer


                                     -27-