Exhibit 4(g)

                     AMENDMENT NO. 4 TO LOAN AGREEMENT


          This Amendment No. 4 to Loan Agreement (this
"Amendment") dated as of January 3, 1997 is entered into with
reference to the Loan Agreement dated as of January 29, 1996,
among Circus Circus Enterprises, Inc., a Nevada corporation
( Borrower ), the Banks party thereto, The Long-Term Credit Bank
of Japan, Ltd., Los Angeles Agency, First Interstate Bank of
Nevada, N.A. (to which Wells Fargo Bank, N.A. is successor by
merger), Societe Generale, Credit Lyonnais Los Angeles Branch and
Credit Lyonnais Cayman Island Branch, and Canadian Imperial Bank
of Commerce, as Co-Agents, and Bank of America National Trust and
Savings Association, as Issuing Bank and Administrative Agent (as
amended, the  Loan Agreement ).  The Loan Agreement referred to
above has been amended by an Amendment No. 1 thereto dated as of
April 15, 1996, an Amendment No. 2 thereto dated as of October
31, 1996 and an Amendment No. 3 thereto dated as of November 22,
1996.  Terms defined in the Loan Agreement are used herein with
the same meanings.  

          Borrower and the Administrative Agent, acting with the
consent of the Requisite Banks in accordance with Section 11.2 of
the Loan Agreement, hereby amend the Loan Agreement as follows:

     1.   Indebtedness and Contingent Guaranties. Section 6.10 of
the Loan Agreement is hereby amended to read in full as follows
(with the added text underlined and in boldface type herein for
the convenience of the reader):

          "6.10  Indebtedness and Contingent Guaranties.  
     Create, incur, assume or suffer to exist any Indebtedness or
     Contingent Guaranty (other than Indebtedness of Restricted
     Subsidiaries to Borrower or another Restricted Subsidiary)
     if:

               (a)  a Default or Event of Default then exists or
          would result therefrom, or 

               (b)  after giving effect thereto, the aggregate
          principal amount (without duplication) of (i) all
          Indebtedness (other than the Obligations, Subordinated
          Debt, Commercial Paper Debt and the amount, not to
          exceed $25,000,000, in the aggregate, of Borrower's net
          Indebtedness with respect to Swap Agreements entered
          into in the ordinary course of business) of Borrower
          and its Restricted Subsidiaries, plus (ii) the amount
          of all Contingent Guaranties to the extent that the
          same are quantified pursuant to the definition thereof 
          (excluding Contingent Guaranties in an amount not to
          exceed $30,000,000 (Canadian dollars) in respect of
          Indebtedness of Windsor Casino Financial Limited) would
          exceed $500,000,000."

     2.   Conditions Precedent.  The effectiveness of this
Amendment shall be conditioned upon the receipt by the
Administrative Agent of the following:

               (a)  Counterparts of this Amendment executed by
     Borrower and the Administrative Agent, acting on behalf of
     the Banks;

               (b)  Written consents of each Significant
     Subsidiary, as guarantors under the Subsidiary Guaranty, to
     the execution, delivery and performance hereof,
     substantially in the form of Exhibit A to this Amendment;
     and

               (c)  Written consents to the execution, delivery
     and performance hereof from Banks constituting the Requisite
     Banks.

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

     3.   Confirmation.  In all other respects, the terms of the
Loan Agreement and the other Loan Documents are hereby confirmed.

          IN WITNESS WHEREOF, Borrower and the Administrative
Agent have executed this Amendment as of the date first written
above by their duly authorized representatives.
                           
                           CIRCUS CIRCUS ENTERPRISES, INC.
                           
                           
                         By   Clyde T. Turner                 
                                
                                Clyde T. Turner, Chairman       
                                [Printed Name and Title]
                                
  
  
  BANK OF AMERICA NATIONAL TRUST AND
                           SAVINGS ASSOCIATION, as Administrative
                           Agent
                           
                           
                         By   Janice Hammond                  
                                
                                Janice Hammond, Vice President  
                                 [Printed Name and Title]

                         Exhibit A to Amendment
  
                    CONSENT OF SUBSIDIARY GUARANTORS
  
          This Consent, dated as of January 3, 1997, is
  delivered with reference to the Loan Agreement dated as of
  January 29, 1996 among Circus Circus Enterprises, Inc., the
  Banks party thereto, The Long-Term Credit Bank of Japan, Ltd.,
  Los Angeles Agency, First Interstate Bank of Nevada, N.A. (to
  which Wells Fargo Bank, N.A. is successor by merger), Societe
  Generale, Credit Lyonnais Los Angeles Branch and Credit
  Lyonnais Cayman Island Branch and Canadian Imperial Bank of
  Commerce, as Co-Agents, and Bank of America National Trust and
  Savings Association, as Issuing Bank and Administrative Agent 
  (as so amended pursuant to an Amendment No. 1 on April 15,
  1996, an Amendment No. 2 on October 31, 1996, and an Amendment
  No. 3 on November 22, 1996, the "Loan Agreement").  Capitalized
  terms used but not defined herein are used with the meanings
  set forth for those terms in the Loan Agreement.
  
          Each of the undersigned hereby consents to the
  execution, delivery and performance by Borrower, the Banks and
  the Administrative Agent of Amendment No. 4 to the Loan
  Agreement dated as of January 3, 1997 and to the transactions
  contemplated therein.  
    
          Each of the undersigned represents and warrants to
  the Administrative Agent and the Banks that there is no
  defense, counterclaim or offset of any type or nature to the
  Subsidiary Guaranty, and that the same remains in full force
  and effect.
  
  
  
  CIRCUS CIRCUS CASINOS, INC., a Nevada
                           corporation
                           
                           By   Clyde T. Turner                
                           
                                Clyde T. Turner, President     
                                [Printed Name and Title]
                                
  
  
  SLOTS-A-FUN, INC., a Nevada
                           corporation
                           
                           
                         By    Clyde T. Turner                
                                
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
                                
                                
                                EDGEWATER HOTEL CORPORATION, a Nevada
                           corporation
                           
                           
                           By Clyde T. Turner                 
                           
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
                                
                           
                                                      
COLORADO BELLE CORP., a Nevada
                           corporation
                           
                           
                         By   Clyde T. Turner                 
                                
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
                                
                                
                           NEW CASTLE CORP., a Nevada corporation
                           
                           
                           By Clyde T. Turner                 
                           
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
                                
                                
                           RAMPARTS, INC., a Nevada corporation
                           
                           
                         By   Clyde T. Turner                 
                                
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
                           
                           
                           CIRCUS CIRCUS MISSISSIPPI, INC., a
                           Mississippi corporation
                           
                           
                         By   Clyde T. Turner                 
                                
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
                           
  
                                                      
PINKLESS, INC., a Nevada corporation
                           
                           
                         By   Clyde T. Turner                 
                                
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
                           
                           
                           NEW WAY, INC., a Nevada corporation
                           
                           
                         By   Glenn Schaeffer                 
                                
                                Glenn W. Schaeffer, President   
                                [Printed Name and Title]
                                
                           
                           
                           CIRCUS CIRCUS DEVELOPMENT CORP., a
                           Nevada corporation
                           
                           
                         By   Clyde T. Turner                 
                                
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
  
  
                           GALLEON, INC., a Nevada corporation
                           
                           
                         By   Clyde T. Turner                 
                                
                                Clyde T. Turner, President      
                                [Printed Name and Title]
                                
  
                                                      
M.S.E. INVESTMENTS, INCORPORATED, a
                           Nevada corporation
                           
                           
                         By   Michael S. Ensign               
                                
                                Michael S. Ensign, President    
                                [Printed Name and Title]
                                
  
  
                           LAST CHANCE INVESTMENTS, INCORPORATED,
                           a Nevada corporation
                           
                           
                         By   William A. Richardson           
                                
                                William A. Richardson, President
                                [Printed Name and Title]
                                
  
                           
                           GOLDSTRIKE INVESTMENTS, INCORPORATED,
                           a Nevada corporation
                           
                           
                         By   David R. Belding                
                                
                                David R. Belding, President     
                                [Printed Name and Title]
                                
                           
                           DIAMOND GOLD, INC., a Nevada
                           corporation
                           
                           
                         By   Peter Simon                     
                                
                                Peter Simon, President          
                                [Printed Name and Title]
                                
                           
                                                      
OASIS DEVELOPMENT COMPANY, INC., a
                           Nevada corporation
                           
                           
                         By   Peter Simon                     
                                
                                Peter Simon, President          
                                [Printed Name and Title]
                                
                           
                           
                           GOLDSTRIKE FINANCE COMPANY, INC., a
                           Nevada corporation
                           
                           
                         By   Michael S. Ensign               
                                
                                Michael S. Ensign, President    
                                [Printed Name and Title]
                                
  
  
  RAILROAD PASS INVESTMENT GROUP, a
                           Nevada Partnership
                           
                           By:     M.S.E. INVESTMENTS,INCORPORATED
                           Its:    general partner
                           
                           By    Michael S. Ensign              
                           
                                 Michael S. Ensign,President    
                                 [Printed Name and Title]
                                
                           
                                                      
JEAN DEVELOPMENT COMPANY, a Nevada
                           partnership
                           
                           By:     M.S.E. INVESTMENTS,INCORPORATED
                           Its:    general partner
                              
                           By   Michael S. Ensign               
                           
                                Michael S. Ensign,President     
                                [Printed Name and Title]
                                
                           
                           
                           JEAN DEVELOPMENT WEST, a Nevada
                           partnership
                           
                           By:     M.S.E. INVESTMENTS,INCORPORATED
                           Its:    general partner
                           
                              By   Michael S. Ensign               
                           
                                Michael S. Ensign, President      
                                [Printed Name and Title]
                                
                           
                           
                           NEVADA LANDING PARTNERSHIP, an
                           Illinois  partnership
                           
                           By:     M.S.E. INVESTMENTS,INCORPORATED
                           Its:    general partner
                           
                           By Michael S. Ensign               
                           
                                Michael S. Ensign, President    
                                [Printed Name and Title]
                                
                           
                                                      
GOLD STRIKE L.V., a Nevada partnership
                           
                           By:     M.S.E. INVESTMENTS,INCORPORATED
                           Its:    general partner
                           
                              By   Michael S. Ensign               
                           
                                Michael S. Ensign, President      
                                [Printed Name and Title]
                                
  
  
                           JEAN DEVELOPMENT NORTH, a Nevada
                           partnership
                           
                           By:     M.S.E INVESTMENTS, INCORPORATED
                           Its:    general partner
                           
                           By Michael S. Ensign               
                           
                                Michael S. Ensign,President       
                                [Printed Name and Title]
                                
  
  
                           LAKEVIEW GAMING PARTNERSHIPS JOINT
                           VENTURE, a Nevada partnership
                           
                           By:     RAILROAD PASS INVESTMENT GROUP
                           Its:    general partner
                           
                           By:     M.S.E. INVESTMENTS,INCORPORATED
                           Its:    general partner
                           
                           
                           By Michael S. Ensign               
                           
                                Michael S. Ensign, President    
                                [Printed Name and Title]


                              CONSENT OF BANK

          This Consent of Bank is delivered with reference to the
Loan Agreement dated as of January 29, 1996, among Circus Circus
Enterprises, Inc., The Long-Term Credit Bank of Japan, Ltd., Los
Angeles Agency, First Interstate Bank of Nevada, N.A. (now known
as Wells Fargo Bank, N.A.), Societe Generale, Credit Lyonnais Los
Angeles Branch and Credit Lyonnais Cayman Island Branch and
Canadian Imperial Bank of Commerce, as Co-Agents, and Bank of
America National Trust and Savings Association, as Issuing Bank
and Administrative Agent.

          The Loan Agreement referred to above has been amended
by an Amendment No. 1 thereto dated as of April 15, 1996, an
Amendment No. 2 thereto dated as of October 31, 1996 and an
Amendment No. 3 thereto dated as of November 22, 1996. 
References herein to the Loan Agreement mean the Loan Agreement,
as so amended.  Other capitalized terms used but not defined
herein are used with the meanings set forth for those terms in
the Loan Agreement.

          The undersigned Bank hereby consents to the execution,
delivery and performance of the proposed Amendment No. 4 to Loan
Agreement by the Administrative Agent on behalf of the Banks,
substantially in the form presented to the undersigned as a
draft.



Bank of America NT&SA             
[Typed/Printed Name of Bank]


By:   Jon Varnell                  

John Varnell, Managing Director    
[Typed/Printed Name and Title]

Dated  January 3, 1997