SECURITIES AND EXCHANGE COMMISSION 
                             WASHINGTON, D.C. 20549
                                  FORM 10-K/A
                                (AMENDMENT NO.2)
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934  [FEE REQUIRED]
For the fiscal year ended    January 31, 1996    
                    OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934  [NO FEE REQUIRED]
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 incorporation
incorporation or organization)          Identification 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:

Title of Class                    Name of Exchanges on which Registered
Common Stock, $.01-2/3 Par Value  New York Stock Exchange and Pacific       
                                  Stock Exchange
Common Stock Purchase Rights      New York Stock Exchange and Pacific Stock 
                                  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 22, 1996 (based upon the last reported sale price on the New York
Stock Exchange on such date) was $3,216,018,338.

     The number of shares of Common Stock, $.01-2/3 par value, outstanding
at April 22, 1996: 103,346,423.


                                                                  
                      DOCUMENTS INCORPORATED BY REFERENCE
     PART II - Portions of the Registrant's Annual Report to Stockholders
for the year ended January 31, 1996 are incorporated by reference into
Items 7 and 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 21,
1996, are incorporated by reference into Items 10 through 13, inclusive. 

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, 1996 as required by Rule 3-09 of Regulation S-X.  Item
14 is also amended and restated  solely for the purpose of including 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 26 through 42 of the 1996
Annual Report which pages are included as part of Exhibit 13 to this Report.

               SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Year Ended January 31, 1996    
(In thousands, except per share amounts)                               
                               1st       2nd       3rd       4th
                             Quarter   Quarter   Quarter   Quarter    Total   
Revenue                     $295,033  $326,766  $354,206  $323,591  $1,299,596
Income from operations        71,046    24,365    88,399    67,563     251,373
Income before income tax      61,367    12,885    76,187    55,320     205,759
Net income                    39,400     7,281    46,584    35,633     128,898
Earnings per share          $   0.46  $   0.08  $   0.45  $   0.35  $     1.33


Year Ended January 31, 1995    
(In thousands, except per share amounts)
                               1st       2nd       3rd       4th
                             Quarter   Quarter   Quarter   Quarter    Total  
Revenue                     $284,901  $299,895  $306,613  $278,773 $1,170,182
Income from operations        61,080    68,225    68,214    58,488    256,007
Income before income tax      50,455    57,535    57,714    48,786    214,490
Net income                    32,291    36,548    36,596    30,851    136,286
Earnings per share          $   0.38  $   0.43  $   0.43  $   0.36 $     1.59


<PAGE>
Elgin Riverboat Resort - Riverboat Casino (a Joint Venture)

Balance Sheets
December 31, 1996 and 1995


          ASSETS                        1996            1995

Current assets:
 Cash and cash equivalents         $ 23,469,117      $12,363,183
 Accounts receivable                    187,041          136,816
 Inventories                            318,505          174,949
 Prepaid expenses                     1,910,001        2,007,660

     Total current assets            25,884,664       14,682,608

Property and equipment, net          96,284,167      102,058,492

Other assets                            965,498        1,511,857

     Total assets                  $123,134,329     $118,252,957

     LIABILITIES AND PARTNERS' EQUITY

Current liabilities:
 Notes Payable                                       $   116,119
 Accounts payable                   $    434,758         676,012
 Accrued liabilities                  18,707,675       4,034,170

     Total current liabilities        19,142,433       4,826,301

     Total liabilities                19,142,433       4,826,301

Partners' equity                     103,991,896     113,426,656

     Total liabilities and partners' 
       equity                       $123,134,329    $118,252,957








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






Elgin Riverboat Resort - Riverboat Casino (a Joint Venture)

Statements of Operations
for the years ended December 31, 1996, 1995 and 1994


                                 1996          1995          1994

Revenues:
  Casino                     $233,074,809  $203,839,260   $35,940,914
  Food and beverage            17,148,086    14,301,126     2,696,253
  Admissions and other          9,441,806     8,706,203     2,030,262

                              259,664,701   226,846,589    40,667,429

Less: promotional allowances  (16,243,962)  (12,146,655)   (2,274,311)

                              243,420,739   214,699,934    38,393,118

Operating expenses:
  Casino                       92,886,998    78,707,606    14,776,440
  Food and beverage             7,280,565     7,970,113     2,149,697
  General and administrative   24,972,009    10,479,451     2,614,950
  Depreciation and
   amortization                 8,216,672     7,899,232     1,902,818
  Preopening costs                                          3,809,645
  Other operating expenses     10,299,447     8,494,846     1,980,964

                              143,655,691   113,551,248    27,234,514

Operating income               99,765,048   101,148,686    11,158,604

Other income (expense):
  Interest income                 300,206       272,850        17,215
  Interest expense                              (13,010)      (15,457)
  Loss on asset disposal         (100,014)                           

                                  200,192       259,840         1,758

Net income                   $ 99,965,240  $101,408,526  $ 11,160,362





   The accompanying notes are an integral part of these financial statements.
                                        
                                        
Elgin Riverboat Resort - Riverboat Casino (a Joint Venture)

Statements of Partners' Equity
for each of the three years ended December 31, 1996


                                 Nevada
                                 Landing
                               Partnership    RBG, L.P.      Total

Balance, January 1, 1994       $ 1,346,578  $ 1,492,174  $  2,838,752

Partners' contributions         51,332,306   51,186,710   102,519,016

Net Income                       5,580,181    5,580,181    11,160,362

Distribution to partners        (5,750,000)  (5,750,000)  (11,500,000)

Balance, December 31, 1994      52,509,065   52,509,065   105,018,130

Net income                      50,704,263   50,704,263   101,408,526

Distributions to partners      (46,500,000) (46,500,000)  (93,000,000)

Balance, December 31, 1995      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








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

Elgin Riverboat Resort - Riverboat Casino (a Joint Venture)

Statements of Cash Flows
for each of the three years ended December 31, 1996

                                    1996          1995          1994

Cash flows from operating activities:
 Net income                     $ 99,965,240  $101,408,526  $11,160,362
 Adjustments to reconcile net 
   income to net cash provided 
   by operating activities:
 Depreciation and amortization     8,216,672     7,899,232    1,902,818
 Net loss from sale of asset         100,014                           
 Increase (decrease) in cash 
   attributable to changes in 
   assets and liabilities:
     Accounts receivable             (50,225)      (43,361)     (93,455) 
     Inventories                    (143,556)      (32,634)    (142,315)
     Prepaid expenses                 97,659      (477,345)  (1,530,315)
     Other assets                    546,359       624,612   (2,136,469)
     Accounts payable               (241,254)     (227,722)     903,734
     Accrued expenses             14,673,505     2,020,900    2,013,270

       Net cash provided by 
         operating activities    123,164,414   111,172,208   12,077,630

Cash flows from investing activities:
  Capital expenditures            (2,593,361)   (2,294,242) (94,123,697)
  Proceeds from sale of fixed 
    assets                            51,000                           
  Payments of construction costs 
    payable                                     (5,143,500)            

        Net cash used in investing 
          activities              (2,542,361)   (7,437,742) (94,123,697)

Cash flows from financing activities:
  Partners' contributions                                   102,519,016
  Proceeds from notes payable                                 1,801,552
  Distributions to partners     (109,400,000)  (93,000,000) (11,500,000)
  Payments on notes payable         (116,119)   (7,498,575)  (1,647,209)

        Net cash (used in) provided by
          financing activities  (109,516,119)  (100,498,575) 91,173,359

        Net increase in cash and cash
          equivalents             11,105,934      3,235,891   9,127,292

Cash and cash equivalents, 
  beginning of year               12,363,183      9,127,292            

                                    1996          1995          1994

Cash and cash equivalents, 
 end of year                    $ 23,469,117   $ 12,363,183 $ 9,127,292

Noncash financing and investing 
  activities:

 Increase in construction costs 
  payable                                                   $ 3,297,799

 Vendor financing for equipment 
  purchases                                    $    696,711 $ 6,763,640

 Conversion of construction costs 
  payable to note payable, net of 
  vendor financing                             $    480,597


                            
                            
                            
             The accompanying notes are an integral part of these Financial
                                   statements
                       
                            
Elgin Riverboat Resort - Riverboat Casino (a Joint Venture)
Notes to Financial Statements

1.   Business

Elgin Riverboat Resort - Riverboat Casino (the "Joint Venture"), doing
business as the Grand Victoria Casino, was formed in December 1992, as a
partnership, under a Joint Venture Agreement between Nevada Landing
Partnership and RBG, L.P., in which each partner owns a fifty percent
interest.  Prior to commencement of gaming operations on October 6,
1994, the Joint Venture was in the development stage and had no
operating revenues or expenses.

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, is valid for a three
year term with annual renewal terms requiring the approval of the IGB.

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:

                               1996           1995          1994

Admissions and other      $ 10,285,198   $ 10,762,515   $ 2,523,989
Food and beverage            6,470,703      3,596,327       436,294

                          $ 16,755,901   $ 14,358,842   $ 2,960,283

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.


Elgin Riverboat Resort - Riverboat Casino (a Joint Venture)
Notes to Financial Statements, Continued

2.   Summary of Significant Accounting Policies, 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.

Preopening Costs

The Joint Venture incurred certain expenditures prior to
commencement of operations, including travel, payroll, training,
promotion and other administrative expenses.  These amounts have
been expensed in the accompanying statement of operations for the
year ended December 31, 1994.

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:

          Buildings                               39 years
          Riverboat                               20 years
          Land improvements                       15 years
          Furniture, fixtures and equipment, 
            gaming and computer equipment        5-7 years 

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 

Elgin Riverboat Resort - Riverboat Casino (a Joint Venture)
Notes to Financial Statements, Continued

2.   Summary of Significant Accounting Policies, continued

reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

Reclassifications

Certain 1995 and 1994 amounts have been reclassified to conform
to the 1996 presentation.

3.   Property and Equipment:

A summary of property and equipment at December 31, 1996 and 1995
is as follows:

                                          1996           1995

     Buildings                        $ 29,170,069   $ 29,170,069
     Riverboat                          52,799,655     52,799,655
     Land improvements                   5,501,167      5,501,167
     Furniture, fixtures and 
       equipment, gaming and
       computer equipment               26,708,592     24,389,651
     Construction in progress               73,068               

       Total property and 
         equipment                     114,252,551    111,860,542

      Less: accumulated depreciation
       and amortization                 17,968,384      9,802,050

      Property and equipment, net     $ 96,284,167   $102,058,492

4.   Accrued Liabilities

A summary of accrued liabilities at December 31, 1996 and 1995 is
as follows:

                                           1996          1995

Accrued "Grand Victoria Foundation" 
   & Kane County donation             $ 12,048,872              
Accrued payroll, vacation and 
   related taxes                         1,872,365    $1,132,220
Reserve for slot club redemptions        1,603,346       921,316
Accrued rent expense                       932,696       102,362
Accrued property taxes                     741,842       491,842
Reserve for progressive jackpots           421,373       254,691
Unredeemed chip/token liability            339,848       464,471

Elgin Riverboat Resort - Riverboat Casino (a Joint Venture)
Notes to Financial Statements, Continued

4.   Accrued Liabilities, continued

                                           1996          1995

Accrued dealers tips                      338,384       246,844
Accrued gaming and sales taxes            171,243       163,158
Kane County Forest Preserve trust 
   agreement                              125,000       125,000
Other                                     112,706       132,266

  Total accrued liabilities          $ 18,707,675   $ 4,034,170

5.   Fair Value of Financial Instruments

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

6.   Notes Payable

There were no notes outstanding at December 31, 1996.  At
December 31, 1995, one note payable was outstanding.  The entire
balance of this note was current.

                                                       1995

Note payable for surveillance equipment, 
  payable in monthly payments of $58,059 
  through February, 1996                             $116,119

7.   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 of $107,195 until the Joint Venture's cumulative
net after tax cash flow, as defined, equals $75,000,000, which
occurred during the fourth quarter of 1995.  Thereafter, 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.
<PAGE>
Elgin Riverboat Resort - Riverboat Casino (a Joint Venture)
Notes to Financial Statements, Continued

7.   Leases, continued

By agreement, the Joint Venture has applied federal and state
income tax rates to its taxable income as if its partners were
being taxed as individuals in the State of Illinois.  The 
applicable income tax rates applied to the Joint Venture's
taxable income are as follows:

                       Federal     39.6% 
                       State        3.0%

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.  Such amounts
as of December 31, 1996 and 1995 were $1,643,576 and $2,191,435,
respectively, and are included in prepaid expenses.

The future minimum lease commitments under the ground lease as of
December 31, 1996 are as follows:

     1997                        $107,195
     1998                         107,195
     1999                         107,195
     2000                         107,195
     2001 and thereafter          403,422

Rent expense for the years ended December 31, 1996, 1995 and 1994
were $3,781,229, $186,599, and $25,358, respectively.

8.   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 years ended December 31,
1996, 1995 and 1994, 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.
 <PAGE>
Elgin Riverboat Resort - Riverboat Casino (a Joint Venture)
Notes to Financial Statements, Continued

8.   Commitments, continued

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.  The Joint Venture has applied the same federal and
state income tax rates that were applied in the percentage rent
calculation of the Ground Lease (see Note 7).  During 1996, ANOI
exceeded the Joint Venture's total investment costs and the Joint
Venture began accruing for this donation expense.  As of December
31, 1996, the Joint Venture had incurred $12,219,654 in donation
expense.

9.   Related Party Transactions

During April 1996, the employment of four 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.





Report of Independent Accountants



To the Partners of the Elgin Riverboat Resort - Riverboat Casino
(a Joint Venture)

We have audited the accompanying balance sheets of the Elgin
Riverboat Resort - Riverboat Casino (the "Joint Venture") as of
December 31, 1996 and 1995, and the related statements of
operations, partners' equity and cash flows for each of the three
years ended December 31, 1996.  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
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of the Elgin Riverboat Resort - Riverboat Casino (a Joint
Venture) as of December 31, 1996 and 1995, and the results of its
operations, partners' equity and cash flows for each of the three
years ended December 31, 1996 in conformity with generally
accepted accounting principles.



Chicago, Illinois
January 17, 1997




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

     (a)(1)    Consolidated Financial Statements:

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES                          Page

Consolidated Balance Sheets as of January 31, 1996 and 1995...........   *

Consolidated Statements of Income for the three years ended January 31,
1996..................................................................   *

Consolidated Statements of Cash Flows for the three years ended January     
31, 1996..............................................................   *

Consolidated Statements of Stockholders' Equity for the three years ended
January 31, 1996......................................................   *

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

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


     (a)(2)  Supplemental Financial Statement Schedules:

     None.

                                         
*    Refers to page of the Annual Report to Shareholders for the year ended
     January 31, 1996,  a copy of the incorporated portions of which are
     included as Exhibit 13 to this Report.

     (a)(3) Exhibits:

     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 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.)

     3(ii).    Restated Bylaws of the Company dated February 29, 1996.**

     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).     $1.5 Billion Loan Agreement, dated as of January 29, 1996,
               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 related Subsidiary
               Guaranty dated as of January 29, 1996, of the Company's
               subsidiaries named therein.  (Incorporated by reference to
               Exhibit 4(a) to the Company's Current Report on Form 8-K
               dated January 29, 1996.) 

     4(c).     Amendment No. 1 to the $1.5 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. **

     4(d).     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(e).     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(f).     Interest Rate Swap Agreement, dated as of June 20, 1989, by
               and between the Company and First Interstate Bank of
               California.  (Incorporated by reference to Exhibit 4(r) to
               the Company's Annual Report on Form 10-K for the fiscal year
               ended January 31, 1990.)

     4(g).     Interest Rate Swap Agreement, dated as of April 6, 1992, by
               and between the Company and Canadian Imperial Bank of
               Commerce.  (Incorporated by reference to Exhibit 4(y) to the
               Company's Annual Report on Form 10-K for the fiscal year
               ended January 31, 1992.)


     4(h).     Indenture by and between the Company and First Interstate
               Bank of Nevada, N.A., as Trustee with respect to the
               Company's 10-5/8% Senior Subordinated Notes due 1997.
               (Incorporated by reference to Exhibit 4(a) to the Company's
               Registration Statement (No. 33-34439) on Form S-3.)

     4(i).     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(j).     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(k).     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(l).     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.)

     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).*   1989 Stock Option Plan of the Company.  (Incorporated by
               reference to Exhibit 4 to the Company's Registration
               Statement (No. 33-39215) on Form S-8.)

     10(e).*   Stock Purchase Warrant Plan. (Incorporated by reference to
               Exhibit 4(a) to the Company's Registration Statement (No.
               33-29014) on Form S-8.)

     10(f).*   Amended and Restated 1991 Stock Incentive Plan of the
               Company.  (Incorporated by reference to Exhibit 4 to the
               Company's Registration Statement (No. 33-56420) on Form 
               S-8.)

     10(g).*   1993 Stock Option Plan of the Company.  (Incorporated by
               reference to Exhibit 10(a) to the Company's Quarterly Report
               on Form 10-Q for the quarterly period ended July 31, 1993.)

     10(h).*   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(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).*   Retirement Plan for Outside Directors (Incorporated by
               reference to Exhibit 10(ii) to the Company's Annual Report
               on Form 10-K for the fiscal year ended January 31, 1995).  

     10(p).    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(q).    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.)

     10(r).    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(s).    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(t).    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(u).    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(v).    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(w).    $230 million Credit Agreement, dated May 30, 1995, by and
               among Circus and Eldorado Joint Venture, the Banks named
               therein and First Interstate Bank of Nevada, N.A., as
               Arranger and Administrative Agent.  (Incorporated by
               reference to Exhibit 4(a) to the Company's Quarterly Report
               on Form 10-Q for the quarterly period ended April 30, 1995.)

     10(x).    Agreement Between Owner and Contractor, dated February 7,
               1994, by and between Circus and Eldorado Joint Venture, and
               Perini Building Company.  (Incorporated by reference to
               Exhibit 10(cc) to the Company's Annual Report of Form 10-K
               for the year ended January 31, 1994.)

     10(y).    Interim Casino Operating Agreement, dated as of May 14,
               1994, by and among Ontario Casino Corporation as agent of
               Her Majesty the Queen in Right of Ontario and Windsor Casino
               Limited and Caesars World, Inc., Circus Circus Enterprises,
               Inc. and Hilton Hotels Corporation. (Incorporated by
               reference to Exhibit 10(l) to the Company's Quarterly Report
               on Form 10-Q for the quarterly period ended April 30, 1994.)

     10(z).*   Agreement, dated December 16, 1994, between the Company and
               Terry L. Caudill.  (Incorporated by reference to Exhibit
               10(cc) to the Company's Annual Report on Form 10-K for the
               fiscal year ended January 31, 1995.)

     10(aa).   Purchase and Sale Agreement, dated January 10, 1995, by and
               between Hacienda Hotel, Inc. and William G. Bennett of the
               Hacienda Hotel and Casino, and the related Assignment and
               Consent to Assignment to the Company, dated March 5, 1995. 
               (Incorporated by reference to Exhibit 10(dd) to the
               Company's Annual Report on Form 10-K for the fiscal year
               ended January 31, 1995.)

     10(bb).   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(cc).   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 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.)

<PAGE>
     10(dd).   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(ee).   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(ff).   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(gg).   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.)

     10(hh).*  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(ii).*  Employment Agreement dated June 1, 1995, by and between the
               Company and Clyde Turner.  (Incorporated by reference to
               Exhibit 10(i) to the Company's Current Report on Form 8-K
               dated June 1, 1995.)

     10(jj).*  Employment Agreement dated June 1, 1995, by and between the
               Company and Michael S. Ensign.  (Incorporated by reference
               to Exhibit 99.3 of the Schedule 13D of Michael S. Ensign,
               relating to the Company's Common Stock, filed on June 12,
               1995.)

     10(kk).*  Employment Agreement dated June 1, 1995, by and between the
               Company and Glenn W. Schaeffer.  (Incorporated by reference
               to Exhibit 10(k) to the Company's Current Report on Form 8-K
               dated June 1, 1995.)

<PAGE>
     10(ll).*  Employment Agreement dated June 1, 1995, by and between the
               Company and William A. Richardson.  (Incorporated by
               reference to Exhibit 99.3 of the Schedule 13D of William R.
               Richardson, relating to the Company's Common Stock, filed on
               June 12, 1995.)

     10(mm).*  Employment Agreement dated June 1, 1995, by and between the
               Company and Mike H. Sloan.  (Incorporated by reference to
               Exhibit 10(m) to the Company's Current Report on Form 8-K
               dated June 1, 1995.)

     10(nn).*  Employment Agreement dated June 1, 1995, by and between the
               Company and Kurt D. Sullivan.  (Incorporated by reference to
               Exhibit 10(n) to the Company's Current Report on Form 8-K
               dated June 1, 1995.)

     10(oo).*  Employment Agreement dated June 1, 1995, by and between the
               Company and Antonio C. Alamo. **

     10(pp).*  Employment Agreement dated June 1, 1995, by and between the
               Company and Gregg H. Solomon. **

     10(qq).*  Employment Agreement dated June 1, 1995, by and between the
               Company and Daniel N. Copp. **

     10(rr).*  Agreement dated April 15, 1996, by and between the Company
               and Daniel N. Copp. **

     10(ss).   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.)

     10(tt).   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(uu).   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(vv).   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(ww).   Amendment dated February 28, 1996 to the Joint Venture
               Agreement between Nevada Landing Partnership and RBG, L.P.**

     10(xx).   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.) 

     10(yy).   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(zz).   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(aaa).  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(bbb).  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(ccc).  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(ddd).  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(eee).  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(fff).  Amendment No. 3 to the Victoria Partners Venture Agreement
               dated as of February 28, 1996. **

     10(ggg).  Consulting Agreement, dated June 1, 1995, between Circus
               Circus Casinos, Inc. (a subsidiary of the Company) and
               Lakeview Company. **

     13.       Portions of the Annual Report to Stockholders for the Year
               Ended January 31, 1996 specifically incorporated by
               reference as part of this Report. **

     21.       Subsidiaries of the Company. **

     23.       Consent of Arthur Andersen LLP. (See Page 64) ***

     23(b).    Consent of Coopers & Lybrand L.L.P.

     27.       Financial Data Schedule for the year ended January 31, 1996
               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.

**   This exhibit was included in the original filing of this Report.

***  The page reference is to such page of this reports, as originally
     filed.

     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,
1996, 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.


<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 26, 1997           By:GLENN SCHAEFFER                             
                                    Glenn Schaeffer, President
                                    and Chief Financial Officer


                            INDEX TO EXHIBITS 
                                FORM 10-K/A
                             (AMENDMENT NO. 2)
                             Fiscal Year Ended
                             January 31, 1996
Exhibit
Number

23(b).    Consent of Coopers & Lybrand L.L.P.

                                                  EXHIBIT 23(b)




                    CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation of our report dated January 17,
1997 relating to the financial statements of the Elgin Riverboat
Resort-Riverboat Casino (a Joint Venture) as of December 31, 1996
and 1995, and for each of the three years ended December 31, 1996
included (or incorporated by reference) into the filing on Form
10-K/A on or about March 26, 1997, of Circus Circus Enterprises,
Inc.'s (the "Company") for the year ended January 31, 1996, into
the Company's previously filed Form S-8 Registration Statements
File Nos. 2-91950, 2-93578, 33-18278, 33-29014, 33-29215, 33-
56420 and 33-533303 and to the Company's previously filed Form S-
3 Registration Statements File Nos. 33-65359 and 333-16327.

We also consent to the reference to our firm under the caption
"Experts".





Coopers & Lybrand L.L.P.

Chicago, Illinois
March 24, 1997