Exhibit 12

Mandalay Resort Group        Computation of Ratio of Earnings to Fixed Charges        (amounts in thousands)

|                                                |                                                                           | Years Ended January 31, |        
|----------------------------------------------- | ------------------------------------------------------------------------- | ----------------------- | -------
|
|Income before income tax and extraordinary loss |                                                                           | 194,392                 |        
|Minority Interest                               |                                                                           | 16,746                  |        
|Fixed charges:                                  |                                                                           |                         |        
|                                                | Interest expense                                                          |                         | 219,940
|                                                | Proportionate share joint venture interest                                |                         | 9,888  
|                                                | Rentals representing an interest factor (1/3 of operating rental expense) |                         | 14,407 
|                                                |                                                                           |                         |        
|Earnings as defined                             |                                                                           | 455,373                 |        
|                                                |                                                                           |                         |        
|Fixed charges (including capitalized items):    |                                                                           |                         |        
|                                                | Interest expense                                                          |                         | 219,940
|                                                | Proportionate share joint venture interest                                |                         | 9,888  
|                                                | Capitalized interest                                                      |                         | 1,645  
|                                                | Rentals representing an interest factor                                   |                         | 14,407 
|                                                |                                                                           |                         |        
|Fixed charges as defined                        |                                                                           | 245,880                 |        
|                                                |                                                                           |                         |        
|Ratio of Earnings to Fixed Charges              |                                                                           | 1.85                    | x      
|                                                |                                                                           |                         |        

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