Exhibit 10(x)


                     AMENDMENT NO. 1 TO AMENDED AND
                        RESTATED CREDIT AGREEMENT


          This Amendment No. 1 to the Amended and Restated Credit
Agreement (this "Amendment") dated as of April 4, 1997 is entered
into with reference to the Amended and Restated Credit Agreement
dated as of September 9, 1996, among Circus and Eldorado Joint
Venture, a Nevada general partnership ( Partnership ), the
Lenders referred to therein ( Lenders ), The Long-Term Credit
Bank of Japan. Ltd., Los Angeles Agency and Societe Generale, as
Managing Agents, CIBC Inc. and Credit Lyonnais, Los Angeles
Branch, as Co-Agents, and Wells Fargo Bank, N.A. in its capacity
as Arranger and Administrative Agent for Lenders ( Agent ) (as
amended, the  Credit Agreement ).  Terms defined in the Credit
Agreement are used herein with the same meanings.  Borrower and
the Agent, acting with the consent of the Lenders in accordance
with Section 10.6 of the Credit Agreement, hereby amend the
Credit Agreement as follows:

     1.   New Section 9.7 - Agent to Hold Liens for Benefit of
Lenders as Parties to Interest Rate Agreements.   The Credit
Agreement is hereby amended to add a new Section 9.7 thereto, to
read in full as follows:

     "Arrangements with respect to Interest Rate Agreements.

          (a)   Partnership hereby agrees that each of the liens
     and security interests granted to the Agent for the benefit
     of the Lenders under this Agreement and the other Loan
     Documents shall be deemed to also secure the obligations of
     Partnership to Lenders under Interest Rate Agreements
     entered into with respect to the Obligations and
     Indebtedness evidenced by this Agreement and the other Loan
     Documents.  Each Interest Rate Agreement entered into by
     Partnership with any Lender shall be conclusively presumed
     to relate to the obligations and Indebtedness evidenced by
     this Agreement unless it otherwise specifies. 

          (b)  Each Lender hereby irrevocably appoints the Agent
     to act as collateral agent for that Lender with respect to
     the liens and security interests created by the Loan
     Documents for the benefit of that Lender as a creditor under
     Interest Rate Agreements of the type described in clause (a)
     of this Section; in such capacity the Agent shall be
     entitled to the indemnity provided by Section 9.4 of the
     Credit Agreement and to the other indemnities and
     protections afforded to the Agent by this Agreement and the
     other Loan Documents, mutatis mutandis.

          (c)  Each Lender agrees that the claims of the Lenders
     under this Agreement and the claims of each Lender under any
     Interest Rate Agreement shall rank pari passu, provided that
     the right of each Lender with respect to the Collateral by
     reason of its claims under such Interest Rate Agreements
     shall be limited to the right to receive a share of the
     proceeds of the Collateral and that the Lenders (in their
     capacity as Lenders under this Agreement) shall have the
     exclusive right to make all determinations with respect to
     the exercise of remedies with respect to the Collateral
     until payment in full of all of the Loans and other
     Obligations and the cancellation or expiration of all
     Letters of Credit. No person other than the Lenders shall be
     deemed to have any rights under this clause (c).

          (d)  Notwithstanding any other provision of this
     Agreement to the contrary, no Interest Rate Agreement shall
     have the benefit of the Make-Well Agreement."

Clause (c) of the foregoing new Section shall be deemed to
satisfy the requirements of Section 7.2A(vii) of the Credit
Agreement that Lenders entering into secured Interest Rate
Agreements enter into intercreditor agreements with the Agent and
the other Lenders.

     2.   Authorization to Execute Amendments to Collateral
Documents.  The Agent and Partnership are hereby authorized and
directed to enter into amendments to the Deed of Trust, the
Assignment of Rents and Revenues and the Security Agreement 
substantially in the forms attached hereto as Exhibits A, B and
C.

     3.   Conditions Precedent.  The effectiveness of this
Amendment shall be conditioned upon the receipt by the Agent of
the written consent to the execution, delivery and performance
hereof from all of the Lenders and from Circus Circus
Enterprises, Inc.

     4.   Representation and Warranty. Borrower represents and
warrants to the  Agent and the Lenders that no Default or Event
of Default has occurred and remains continuing.

     5.   Governing Law.  This Amendment will be governed by, and
construed and enforced in accordance with, the internal laws of
the State of Nevada.
     6.   Confirmation.  In all other respects, the terms of the
Credit Agreement and other Loan Documents are hereby confirmed.

          IN WITNESS WHEREOF, Borrower and Agent have executed
this Amendment as of the date first written above by their duly
authorized representatives.
                           
                           CIRCUS AND ELDORADO JOINT VENTURE, a
                           Nevada general partnership
                           
                           
                           By:  GALLEON, INC.
                           Its: Managing Partner
                           
                           
                           By:     Clyde T. Turner          
                              
                           Title:  President                
                           
                           
                           
                           By: ELDORADO LIMITED LIABILITY COMPANY
                           Its:  General Partner
                           
                           By:  ELDORADO RESORTS LLC
                           Its: Manager
                           
                           
                           By:     Don Carano               
                              
                           Title:  President                
                           
                                                      
By: EXECUTIVE COMMITTEE
                           
                           
                           By:      Gary Carano             
                              
                           Title:   General Manager         
                           
                           
                           By:      Bruce Sexton            
                                    Director of Finance
                           Title:   and Administration      
                           
                           
                           WELLS FARGO BANK, N.A., as
                           Administrative Agent
                           
                           
                              By:      Brad Peterson           
                              
                                                      Title:   Vice President   
                             CONSENT OF LENDER


          This Consent of Lender is delivered with reference to
the Amended and Restated Credit Agreement dated as of September
9, 1996, among Circus and Eldorado Joint Venture, a Nevada
general partnership, the Managing Agents and Co-Agents referred
to therein, the Lenders referred to therein ( Lenders ), and
Wells Fargo Bank, N.A., in its capacity as Arranger and
Administrative Agent for Lenders ( Agent ).  Capitalized terms
used but not defined herein are used with the meanings set forth
for those terms in the Credit Agreement.

          The undersigned Lender hereby consents to the
execution, delivery and performance of the proposed Amendment No.
1 to the Credit Agreement by the Agent on behalf of the Lenders,
substantially in the form presented to the undersigned as a
draft.




By:  Brad Peterson             

  Brad Peterson, Vice President
[Typed/Printed Name and Title]

Dated      April 4, 1997


                CONSENT OF CIRCUS CIRCUS ENTERPRISES, INC.


          This Consent is delivered with reference to the Amended
and Restated Credit Agreement dated as of September 9, 1996,
among Circus and Eldorado Joint Venture, a Nevada general
partnership, the Managing Agents and Co-Agents referred to
therein, the Lenders referred to therein ( Lenders ), and Wells
Fargo Bank, N.A., in its capacity as Arranger and Administrative
Agent for Lenders ( Agent ).  Capitalized terms used but not
defined herein are used with the meanings set forth for those
terms in the Credit Agreement.

          The undersigned hereby consents to the execution,
delivery and performance of the proposed Amendment No. 1 to the
Credit Agreement by the Agent on behalf of the Lenders,
substantially in the form presented to the undersigned as a
draft, provided that it is understood and agreed that the
Interest Rate Agreements referred to in Amendment No. 1 to Credit
Agreement shall not have the benefit of the Make-Well Agreement.





By: Clyde T. Turner           

Clyde T. Turner, President    
[Typed/Printed Name and Title]

Dated         April 4   , 1997


                     AMENDMENT NO. 1 TO DEED OF TRUST


          This AMENDMENT NO. 1 TO DEED OF TRUST ("Amendment") is
made and entered into as of April 4, 1997 by and between WELLS
FARGO BANK, N.A., in its capacity as Arranger and Administrative
Agent for the Lenders as defined in and pursuant to the Credit
Agreement described below (herein, the "Beneficiary") and CIRCUS
AND ELDORADO JOINT VENTURE, a Nevada general partnership
(referred to herein as  Trustor ), with reference to the
following facts:

Trustor, the Lenders referred to therein (the "Lenders"), the
Managing Agents and Co-Agents referred to therein, and the
Beneficiary have entered into an Amended and Restated Credit
Agreement dated as of September 9, 1996 (the  Credit Agreement )
pursuant to which the Lenders have extended credit facilities to
Trustor in the principal amount of  $220,000,000.


          6.1  To secure its obligations to the Beneficiary and
the Lenders under the Credit Agreement, Trustor executed an
Amended and Restated Construction Deed of Trust, Fixture Filing
and Security Agreement with Assignment of Rents in favor of First
American Title Insurance Company of Nevada, as Trustee (the
"Trustee"), and the Beneficiary, encumbering the real property
described on Exhibit A hereto (the "Deed of Trust").  The Deed of
Trust was recorded on May 31, 1995 in Book 4312, Page 814, as
Document No. 1897110 of the Official Records of Washoe County,
Nevada.

          C.   The parties to the Deed of Trust desire to amend
     the Deed of Trust so that the Deed of Trust shall hereafter
     secure all obligations of Trustor to the Beneficiary and the
     Lenders under interest rate swap agreements, currency swap
     agreements, and similar hedging arrangements, interest rate
     swaps, caps and/or collar agreements.

          NOW, THEREFORE, Trustor and Beneficiary hereby agree to
amend the Deed of Trust as follows:


               6.1.1   After the paragraph entitled  Fifth  on
page eleven of the Deed of Trust, the following paragraph is
hereby by added and the Agreement amended to read as follows:

                Sixth: Payment and performance by Trustor of
               each and every obligation of Trustor with
               respect to interest rate swap agreements,
               currency swap agreements, and similar hedging
               arrangements, interest rate swaps, caps
               and/or collar agreements entered into with
               any Lender which is party to the Credit
               Agreement, (each such agreement being
               referred to herein as an "Interest Rate
               Agreement"), each covenant, promise and
               agreement contained in any Interest Rate
               Agreement, and the costs and expenses of
               enforcement against Trustor of any Interest
               Rate Agreements. 
               
          This Amendment shall be governed by, and construed
  and enforced in accordance with, the laws of the State of
  Nevada.
  
          IN WITNESS WHEREOF, Trustor and Beneficiary have
  executed this instrument as of the day and year first above
  written.
  
  
                         TRUSTOR:
  
  CIRCUS AND ELDORADO JOINT VENTURE, a
                           Nevada general partnership
                           
                           By:     GALLEON, INC., managing partner
                           
                           By:     Clyde T. Turner             
                           
                                Clyde T. Turner, President  
                                [Printed Name and Title]
                           
  
  
  By:     ELDORADO LIMITED LIABILITY         
                           COMPANY, general partner
                           
                           By:     ELDORADO RESORTS LLC, manager
                           
                           
                              By:  Don Carano                  
                           
                                Don Carano, President       
                                [Printed Name and Title]
                           
                           By:     EXECUTIVE COMMITTEE
                           
                           
                           By:     Gary Carano             
                           
                           Title:  General Manager         
                           
                           
                           
                           By:     Bruce Sexton            
                                   Director of Finance
                           Title:  and Administration      
                           
                           BENEFICIARY:
  
  WELLS FARGO BANK, N.A., in its
                           capacity as arranger and
                            Administrative Agent  for the Lenders
                           
                           
                           By:      Brad Peterson              
                           
                                 Brad Peterson, Vice President
                                [Printed Name and Title]