Exhibit 4.45

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of March 21, 2003, by and
between MANDALAY RESORT GROUP, a Nevada corporation (the "Company") and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED and BANC OF AMERICA SECURITIES LLC (the "Initial Purchasers").

This
Agreement is made pursuant to the Purchase Agreement, dated March 17, 2003 (the "Purchase Agreement"), between the Company, as
issuer of the Floating Rate Convertible Senior Debentures due 2033 (the "Debentures"), and the Initial Purchasers, which provides for, among other
things, the sale by the Company to the Initial Purchasers of the aggregate principal amount of Debentures specified therein. In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

The
Company agrees with the Initial Purchasers, (i) for their benefit as Initial Purchasers and (ii) for the benefit of the beneficial owners (including the Initial
Purchasers) from time to time of the Debentures, and the beneficial owners from time to time of the Underlying Common Stock (as defined herein) issuable upon conversion of the Debentures (each of the
foregoing a "Holder" and together the "Holders"), as follows:

SECTION
1.Definitions.Capitalized terms used but not defined herein shall have their respective meanings as
set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:



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SECTION
2.Shelf Registration.



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SECTION
3.Registration Procedures.In connection with the registration obligations of the Company under
Section 2 hereof, the Company shall:



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SECTION
4.Holder's Obligations.Each Holder agrees, by acquisition of the Registrable Securities, that no
Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the
information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished
to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the
Registration Statement under applicable law or pursuant to SEC comments. Each Holder further agrees, following termination of the Effectiveness Period and within ten (10) Business Days of any
request by the Company, to notify the Company of the amount of Registrable Securities sold pursuant to the Registration Statement and, in the absence of a response, the Company may assume that all of
the Holder's Registrable Securities were so sold.

SECTION
5.Registration Expenses.The Company shall bear all fees and expenses incurred in connection with the
performance by the Company of its obligations under Sections 2 and 3 of this Agreement, whether or not any of the Registration Statements are declared effective. Such fees and expenses shall include,
without limitation, (i) all registration and filing fees (including, without limitation, reasonable fees and disbursements of the counsel specified in the next sentence in connection with Blue
Sky qualifications of the Registrable Securities under the laws of such jurisdictions as the Notice Holders of a majority of the Registrable Securities being sold pursuant to a Registration Statement
may designate), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust
Company), (iii) duplication expenses relating to copies of any Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of counsel for the
Company in connection with the Shelf Registration Statement and (v) reasonable fees and disbursements of the Trustee and its counsel and of the registrar and transfer agent for the Common
Stock. In addition, the Company shall bear or reimburse the Notice Holders for the reasonable fees and disbursements of one firm of legal counsel for the Holders incurred in reviewing and commenting
upon the Shelf Registration Statement prior to its effectiveness, which shall, upon the written consent of the Initial Purchasers (which shall not be unreasonably withheld), be a nationally recognized
law firm experienced in securities law matters designated by the Company. In addition, the Company shall pay the internal expenses of the Company (including, without
limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange on which the same securities of the Company are then listed and the fees and expenses of any person, including special experts, retained by the
Company.

SECTION
6.Indemnification; Contribution.



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SECTION
7.Information Requirements.The Company covenants that, if at any time before the end of the
Effectiveness Period the Company is not subject to the reporting requirements of the Exchange Act, the Company will cooperate with any Holder of Registrable Securities and take such further reasonable
action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may reasonably request), all
to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by
Rule 144 and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions; provided, however, that any legal opinion required by any
trustee or transfer agent shall be the responsibility of such Holder. Upon the written request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as
to whether it has complied with such filing requirements, unless such a statement has been included in the Company's most recent report required to be filed and filed pursuant to Section 13 or
Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the
Exchange Act.

SECTION
8.Miscellaneous; No Conflicting Agreements.The Company is not, as of the date hereof, a party to, nor
shall the Company, on or after the date of this Agreement, enter into any agreement with respect to its securities that conflicts with the rights granted to the Holders of Registrable Securities in
this Agreement. The Company represents and warrants that the rights granted to the Holders of Registrable Securities hereunder do not conflict in any material respect with the rights granted to the
holders of the Company securities under any other agreements.



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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

|                                                                               |  |                                          |  | MANDALAY RESORT GROUP
|------------------------------------------------------------------------------ |  | ---------------------------------------- |  | ---------------------
|                                                                               |  |                                          |  | By:                  
|Accepted as of the date first above written:                                   |  |                                          |  |                      
|MERRILL LYNCH & CO.                                                            |  |                                          |  |                      
|MERRILL LYNCH, PIERCE, FENNER & SMITH
                            INCORPORATED |  |                                          |  |                      
|By:                                                                            |  | /s/TODD BERNICKTodd Bernick Director     |  |                      
|                                                                               |  | Authorized Signatory                     |  |                      
|BANC OF AMERICA SECURITIES LLC                                                 |  |                                          |  |                      
|By:                                                                            |  | /s/JIM FREEMANJim Freeman Vice President |  |                      
|                                                                               |  | Authorized Signatory                     |  |                      

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