SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                              FORM 10-K/A
                            AMENDMENT NO. 1

             X        Annual  Report  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act  of  1934  (No  Fee  Required) For Fiscal Year Ended
December 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 No. 0-20712

                          CASINO MAGIC CORP.
       (Exact name of Registrant as specified in its charter)

           MINNESOTA                                    64-0817483
 (State or other jurisdiction              (I.R.S. Employer Identification
of incorporation or organization)                       Number)

          711 CASINO MAGIC DRIVE, BAY SAINT LOUIS, MS  39520
        (Address of principal executive offices)    (Zip Code)

  Registrant's telephone number, including area code:       (601) 466-8000

  Securities registered pursuant to Section 12(b) of the Act:      NONE

  Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK

    The undersigned Registrant amends the following items on its Annual Report
on Form 10-K for the year ended December 31, 1996:

       Part  III.   Items 10, 11, 12 and 13 are hereby included in such Annual
Report previously filed on March 28, 1997.
















                                                       (i)
<PAGE>
                                    INDEX
                                      TO
                                 FORM 10-K/A
                               AMENDMENT NO. 1

                                    PART I

Item 1.     BUSINESS

Item 2.     PROPERTIES

Item 3.     LEGAL PROCEEDINGS

Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                                   PART II

Item 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND
          RELATED STOCKHOLDER MATTERS

Item 6.     SELECTED FINANCIAL DATA

Item 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Item 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

                                   PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ............. 1

Item 11. EXECUTIVE COMPENSATION ......................................... 6

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . 15

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................. 16

                                   PART IV

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

CONSOLIDATED FINANCIAL STATEMENTS
EXHIBITS

     The  Items  under  Parts  I,  II  and  IV  and the Consolidated Financial
Statements  are  included  in  the  Company's  Form 10-K for the period ending
December 31, 1996, previously filed on March 28, 1997.

                                     (ii)

ITEM  10.          DIRECTORS  AND  EXECUTIVE  OFFICERS OF THE REGISTRANT10.   
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Directors

     The names, ages and respective positions of the directors of Casino Magic
Corp. (the "Company") are as follows:

  NAME                     AGE                 POSITION
  -----                    ----                 ---------
Marlin F. Torguson(4)........52       Chairman of the Board
James E. Ernst  .............46       President, Chief Executive Officer      
                                and a Director
Allen Kokesch(2).............45       Director
Roger H. Frommelt(1)(3)(4)...60       Director and Assistant Secretary
E. Thomas Welch(1)(2)(3)(4)..58       Director
_______________________________
(1)   Member of the Audit Committee
(2)   Member of the Compensation Committee
(3)   Member of the Stock Option Committee
(4)   Member of the Nominating Committee

   Each  director  was  elected at the last annual meeting of the shareholders
held  on May 9, 1996, to serve until the next annual meeting of shareholders. 
The  business  experience,  principal  occupations  and  directorships  in
publicly-held  companies  for  the  nominated directors of the Company are set
forth below.

    MARLIN  F.  TORGUSON  has  been  the Company's Chairman of the Board since
December  1,  1994.  Mr. Torguson was President and Chief Executive Officer of
the  Company  from  April  1992  through  November  1994.   From April 1992 to
February  1993,  Mr.  Torguson  also  served  as the Company's Chief Financial
Officer  and  Treasurer.    Mr.  Torguson  was  a  50 percent owner and a Vice
President  of  G.M.T.  Management  Co.  from  December 1983 to December 1994. 
G.M.T.  Management  Co.  was  responsible  for the operation and management of
Jackpot  Junction  Casino,  located  in  Morton, Minnesota, from December 1983
until January 1, 1992.

   JAMES  E.  ERNST became the Company's President and Chief Executive Officer
in  December  1995.   From June 1992 until September 1995, Mr. Ernst served as
President  and  Chief  Executive  Officer  of  Casino  America, Inc., a casino
developer  and  operator  which  has  gaming  operations  in  Mississippi  and
Louisiana.   From June 1991 to June 1992, Mr. Ernst was President of Steamboat
Development Co., an operator of riverboat casinos in Iowa.  From 1976 to 1991,
Mr.  Ernst  was  with  the public accounting firm of McGladrey & Pullen in its
Davenport, Iowa office.

   ALLEN  J.  KOKESCH  served  as Executive Vice President of the Company from
December 1992 through December 1994, and as the Company's general manager from
April 1992 to December 1992.  From September 1984 to April

                                      1
1992, Mr. Kokesch was the general manager of Jackpot Junction Casino
located  in Morton, Minnesota.  Since January 1995, Mr. Kokesch has engaged in
managing his own investments.

   ROGER  H. FROMMELT is the President and a principal shareholder of Frommelt
&  Eide,  Ltd.,  a  law  firm  located in Minneapolis, Minnesota.  He has been
engaged  in  the private practice of law in Minneapolis, Minnesota since 1965,
practicing  with  Frommelt  & Eide, Ltd. and its predecessor partnership since
1974.    Mr.  Frommelt  served  as the Company's Secretary from May 1993 until
December 1994, when he was appointed the Company's Assistant Secretary.

   E.  THOMAS  WELCH  has  been  the  President  and  a member of the Board of
Directors  of  Resource Trust Company, located in Minneapolis, Minnesota since
March 1987.  Mr. Welch is also a member of the Board of Directors of Eastcliff
Funds, Inc., a mutual fund company located in Minneapolis, Minnesota.

Executive Officers

     The  names,  ages,  positions  and  business  experience of the Company's
non-director executive officers are as follows:

       Name             Age    Position

     Jay S. Osman       36    Executive Vice President, Treasurer and
                              Chief Financial Officer

     Robert A. Callaway 49    Vice President/General Counsel and Secretary

     Juris Basens       42    Vice President/Chief Operating Officer

     David L. Paltzik   54    Vice President/Marketing

     Kenneth N. Schultz 47    Vice President/Construction


   JAY S. OSMAN became the Company's Executive Vice President, Chief Financial
Officer  and Treasurer in October 1995.  From August 1995 through October 1995
Mr.  Osman  served  as  Corporate  Director of Financial Planning, Budgets and
Analysis  at Boyd Gaming Corporation, a casino developer and operator based in
Las  Vegas,  Nevada.    Mr.  Osman  served  as  Vice  President of Finance and
Administration,  Chief  Financial  Officer  and  Assistant  Secretary of Belle
Casinos,  Inc.,  a  casino developer and operator based in Biloxi, Mississippi
from  June 1993 through August 1995.  From December 1989 through May 1993, Mr.
Osman  acted  as  Manager  of  Financial  Analysis  for Bally's Park Place, an
Atlantic  City,  New  Jersey-based  casino  operator and developer which was a
subsidiary of Bally Entertainment, Inc.

   ROBERT  A.  CALLAWAY  has been the Company's Vice President/General Counsel
since  September  1994 and its Secretary since December 1994.  From 1987 until
August 1994, Mr. Callaway was a partner in the law firm of Beckley, Singleton,
DeLanoy, Jemison & List, located in Reno and Las Vegas, Nevada, where his

                                      2
practice  focused  on  legal  and  regulatory  issues  relating  to the gaming
industry.    For  the  five  years immediately prior to joining such firm, Mr.
Callaway served with the office of the Attorney General of the state of Nevada
as  counsel  for  the  Nevada State Gaming Control Board and the Nevada Gaming
Commission.

   JURIS BASENS became the Company's Vice President/Chief Operating Officer on
July  24,  1996, and has served the Company in this capacity since that date. 
Prior  to  joining  the Company, Mr. Basens served as Vice President and Chief
Operating  Officer  of  Casino  America, Inc. from July 1994 until July 1996. 
From  March  1993 through June 1994, Mr. Basens was the General Manager of the
Isle  of  Capri  Casino in Bossier City.  From October 1991 to March 1993, Mr.
Basens  was  the  General  Manager  of the Par-A-Dice Riverboat Casino in East
Peoria,  Illinois.    For  over  twelve  years  prior to 1991, Mr. Basens held
management positions with three other corporations engaged in gaming.

   DAVID L. PALTZIK was employed by the Company as Vice President/Marketing in
July  1996, and has served in this capacity since that date.  Beginning in May
1991,  Mr.  Paltzik  was  employed by Casino America, Inc., where he served as
Vice President-Marketing from June 1992 until July 1996.

   KENNETH  N.  SCHULTZ  joined the Company as Vice President/Construction and
Development  in  June  1996  and has served the Company in this capacity since
that  date.    Mr.  Schultz  served  as  Vice  President  of  Construction and
Development  for  Casino  America, Inc. from July 1995 to June 1996.  Prior to
joining  Casino America, Inc., Mr. Schultz was involved in the development and
construction  of the Isle of Capri Casino-Bossier City, Louisiana, the Isle of
Capri  Casino-Lake  Charles,  Louisiana,  and  the Isle of Capri Casino Crowne
Plaza  Resort-Biloxi, Mississippi through DeBartolo Property Management, Inc.,
where  he  was  employed  as Vice President of Construction Services from 1989
until July 1995.

Employment, Termination and Change-in-Control Arrangements

   MARLIN F. TORGUSON, the Company's Chairman of the Board, originally entered
into  an  employment  agreement with the Company in June 1992, which has since
been  amended.   Salaries and bonuses under the agreement became discretionary
in  1994,  and the Company's Compensation Committee authorized Mr. Torguson to
receive  a  salary at the annual rate of $425,000 in 1996, and through May 30,
1997.    The  Compensation  Committee has established Mr. Torguson's salary at
$200,000  per annum commencing June 1, 1997.  Mr. Torguson is also entitled to
(i)  an  annual  family  travel  allowance  and  (ii)  a bonus payable in such
amounts, and under such terms and conditions, as the Board of Directors or the
Compensation  Committee may determine.  The Company also provides Mr. Torguson
with  an  automobile  allowance.    Mr.  Torguson's  employment  agreement  is
terminable  by  the  Company or by Mr. Torguson upon four weeks' prior written
notice.    If  the  employment  agreement is terminated by the Company without
cause,  however, the Company will be obligated to pay Mr. Torguson a severance
allowance equal to one years' salary at the rate being paid at termination.

   JAMES  E.  ERNST,  the  Company's  President  and  Chief Executive Officer,
entered  into  an  employment agreement dated December 20, 1995 which provided
for,  among  other  things,  an  initial annual base salary of $425,000, and a
$500,000  loan which is subject to partial repayment by Mr. Ernst based on the
number of days

                                        3
he  is employed by the Company during the two-year period which began December
20, 1995.  Under the terms of the repayment formula, approximately $684 of the
original  $500,000  loan to Mr. Ernst is forgiven by the Company each day over
the  two-year  period.    Interest  at  an annual rate of 8% is payable on the
outstanding  balance  of  the  loan  beginning  as  of  the  date  Mr. Ernst's
employment  is  terminated.   Additionally, pursuant to Mr. Ernst's employment
agreement, the Company granted to Mr. Ernst a non-statutory option to purchase
up  to  490,000  shares of the Company's Common Stock at a price of $3.625 per
share which vests over a 5-year period at the rate of 98,000 shares per year. 
Mr.  Ernst  also  received an incentive stock option to purchase up to 100,000
shares  of  the  Company's  Common  Stock at a price of $3.625 per share which
vests  over  a  five-year  period  at the rate of 20,000 shares per year.  The
initial  term  of  Mr.  Ernst's  employment  agreement  is  two  years, but is
terminable by the Company or by Mr. Ernst upon 30 days' prior written notice. 
If  the  employment  agreement  is  terminated  by  the Company without cause,
however,  the Company will be obligated to pay Mr. Ernst a severance allowance
equal to six months' base salary at the annual rate being paid at termination.
 As  of April 1, 1997, Mr. Ernst's base salary, by agreement with the Company,
was  reduced  to  $375,000  for  the remainder of 1997, with an opportunity to
receive  a  bonus  of  $100,000 if certain prescribed performance criteria are
met.

   JAY  S.  OSMAN, the Company's Executive Vice President, Treasurer and Chief
Financial  Officer  entered into an employment agreement in October 1995.  The
employment  agreement  provided  for,  among  other  things, an initial annual
salary  of  $200,000.  Mr. Osman's current annual base salary is $210,000, and
his  term  of  employment  has  been  extended  through October 10, 1998.  Mr.
Osman's  agreement  is terminable by the Company at any time after October 10,
1998.

   ROBERT  A.  CALLAWAY,  the  Company's  Vice  President/General  Counsel and
Secretary,  entered into an employment agreement with the Company in September
1994.    The employment agreement provided for, among other things, an initial
annual  salary  of  $165,000,  a  one-time  bonus  of $10,000 and the right to
participate  in  any bonus plan established by the Company for its employees. 
Mr.  Callaway's  current  annual  base  salary  is  $210,000,  and his term of
employment  has  been  extended  through  September  18, 1997.  Mr. Callaway's
employment  agreement is terminable by the Company or Mr. Callaway at any time
after September 18, 1996 upon 30 days' prior written notice.

   JURIS  BASENS,  the  Company's  Vice President and Chief Operating Officer,
entered  into  an  employment agreement with the Company as of July 1996.  The
employment  agreement, among other things, provided for an initial annual base
salary of $200,000, and a lump sum bonus of $20,000 paid upon the commencement
of  his  employment.    Under  his  employment  agreement, Mr. Basens' term of
employment  runs  through  December  31,  1998.  Mr. Basens' employment may be
terminated  immediately  for good cause described in the employment agreement,
and  upon  30  days  notice  following  December  31,  1998.    As  additional
compensation,  the  Company has agreed to issue 25,000 shares of the Company's
common stock to Mr. Basens which are deliverable over a four year period, with
3,750 shares scheduled for delivery in July 1997.  The Company has also agreed
to grant Mr. Basens options for the purchase of 75,000 shares of the Company's
common stock.  Those options, which have not yet been granted, will be granted
under the Company's Incentive Stock Option Plan.

                                      4
   KENNETH SCHULTZ, the Company's Vice President/Construction, entered into an
employment  agreement  with  the  Company  as  of  June  1996.  The employment
agreement,  among  other things, provided for an initial annual base salary of
$200,000,  and  a  lump sum bonus of $82,500 paid upon the commencement of his
employment.   Under his employment agreement, Mr. Schultz's term of employment
runs  through  December  31, 1998.  Mr. Schultz's employment may be terminated
immediately  for good cause described in the employment agreement, and upon 30
days  notice  following  December  31,  1998.  As additional compensation, the
Company has agreed to issue 25,000 shares of the Company's common stock to Mr.
Schultz  which  are  deliverable  over  a  four year period, with 3,750 shares
scheduled for delivery in June 1997.  The Company has also agreed to grant Mr.
Schultz  options  for  the  purchase  of 75,000 shares of the Company's common
stock.   Those options, which have not yet been granted, will be granted under
the Company's Incentive Stock Option Plan.

   DAVID  L.  PALTZIK, the Company's Vice President/Marketing, entered into an
employment  agreement  with  the  Company  as  of  July  1996.  The employment
agreement,  among  other things, provides for an initial annual base salary of
$200,000,  and  a  lump  sum  bonus  of  $20,000  paid by the Company upon the
commencement of his employment.  Under his employment agreement, Mr. Paltzik's
term  of  employment runs through December 31, 1998.  Mr. Paltzik's employment
may  be  terminated  immediately  for  good  cause described in the employment
agreement, and upon 30 days notice following December 31, 1998.  As additional
compensation,  the  Company has agreed to issue 25,000 shares of the Company's
common  stock  to  Mr.  Paltzik which are deliverable over a four year period,
with  3,750  shares scheduled for delivery in July 1997.  The Company has also
agreed  to  grant Mr. Paltzik options for the purchase of 75,000 shares of the
Company's  common stock.  Those options, which have not yet been granted, will
be granted under the Company's Incentive Stock Option Plan.

Reporting Under Section 16(a) of the Securities Exchange Act of 1934

   Section  16(a)  of the Securities Exchange Act of 1934 (the "Exchange Act")
requires  executive  officers  and  directors  of the Company, and persons who
beneficially  own  more than 10 percent of the Company's outstanding shares of
Common  Stock,  to file initial reports of ownership and reports of changes in
ownership  of  securities  of  the  Company  with  the Securities and Exchange
Commission  ("SEC")  and  The  Nasdaq  Stock  Market.  Officers, directors and
persons  owning more than 10 percent of the Company's outstanding Common Stock
are  required  by  SEC  regulation  to  furnish the Company with copies of all
Section  16(a)  forms  filed.   Based solely on a review of the copies of such
reports  and  amendments  thereto  furnished  to or obtained by the Company or
written  representations  that  no  other  reports  were required, the Company
believes that during the year ended December 31, 1996, all filing requirements
applicable  to  its  directors,  officers or beneficial owners of more than 10
percent  of  the  Company's  outstanding  shares of Common Stock were complied
with,  except  that  Marlin  F. Torguson filed a Form 4 on August 1, 1996 with
respect  to  the sale of 180,000 shares of common stock in May 1996, which was
due  on  June 10, 1996, and filed a Form 4 on September 17, 1996, with respect
to  the sale of 77,000 shares of common stock in August 1996, which was due on
September  10, 1996.  In addition, three newly-elected officers, Juris Basens,
David L. Paltzik and Kenneth N. Schultz, each filed a Form 3 in February 1997,
which was due on August 6, 1996.

                                     5
ITEM 11.     EXECUTIVE COMPENSATION11. EXECUTIVE COMPENSATION.

Summary Compensation Table

   The  following  table  sets  forth certain compensation information for the
Company's  Chief Executive Officer who served in such capacity during the year
ended  December  31,  1996,  and  the  Company's  six  most highly compensated
executive  officers,  other  than  the  Chief Executive Officer, who served as
executive  officers  at  December  31,  1996.    The  foregoing  persons  are
collectively  referred  to  as  the  "Named Executive Officers".  Compensation
information is shown for fiscal years 1994, 1995 and 1996.

                                                                 Long-Term
                                                                Compensation
                                                                   Awards
                                   Annual Other           Securities   All
                                 Compen- Annual Restricted Underlying  Other
Name/                           sations Compen-  Stock     Options/  Compen-
Principal                Salary   Bonus sation   Awards      SARs    sation
Position         Year       ($)     ($)    ($)     ($)        (#)      ($)
---------        -----    ------- ----- ------- ------- -------     --------
James E. Ernst.. 1996   425,000    -- 58,813(2)   --    590,000(5) 272,886(10)
 President and   1995(1) 16,923    --    --(4)    --    590,000(6)   9,839(11)
 Chief Executive
 Officer
Marlin F. Torguson
 Chairman of     1996   425,000    -- 191,522(3)  --        --       6,695(11)
 the Board       1995   425,000    --    --(4)    --        --       2,832(12)
                 1994   423,833    --    --(4)    --        --       1,500(13)
Jay S. Osman     1996   208,654    --    --(4)    --      90,000(7)  4,330(14)
 Executive       1995(1) 38,512 20,000   --(4) 132,500(9) 75,000(8)     --
 Vice President
 Treasurer and
 Chief Financial
 Officer
Robert A. Callaway 1996  208,654   --    --(4) 135,938(9) 90,000(7) 7,245(15)
 Vice President/ 1995    181,154   --    --(4)    --      40,000(8)   481(13)
 General Counsel 1994     51,040   --    --(4)    --      35,000(9) 4,650(16)
 and Secretary
Juris Basens     1996(1)  78,462  20,000   (4)    --          --    2,713(17)
 Vice President/
 Chief Operating
 Officer
David L. Paltzik 1996(1)  78,462  20,000 --(4)    --          --    3,100(18)
 Vice President/
 Marketing
Kenneth N. Schultz 1996(1) 95,385 82,000 --(4)    --           --  11,190(19)
 Vice President/Construction
______________________________
(1)    No compensation information is provided for any prior year as the Named
Executive  Officer was employed by the Company only during the years for which
compensation information is provided.

                                       6
(2)      Amount  allocated  as  income  relating  to personal use of corporate
airplane in 1996.  The airplane was sold in February 1997.
(3)   $188,672 of this amount was allocated as income relating to personal use
of corporate airplane in 1996.  The airplane was sold in February 1997.
(4)    Did not receive perquisites or other personal benefits from the Company
in  excess  of  $50,000  or  10 percent of the Named Executive Officer's total
annual salary and bonus paid for the years indicated.
(5)      The  exercise price of options to purchase the Company's Common Stock
granted in 1995 was reduced to $3.625 per share in 1996.
(6)      Same  as  the  590,000  share  options which were repriced in 1996 as
reflected in Note 5.
(7)      An option to purchase 15,000 shares of the Company's Common Stock was
granted  in  1996  exercisable  at $3.625 per share, and the exercise price of
options previously granted for 75,000 shares was reduced to $3.625 per share.
(8)    Options are included in the 90,000 share options which were repriced in
1996 as reflected in Note 7.
(9)      Messrs.  Osman  and  Callaway  were  each  awarded  a total of 25,000
restricted  shares  of  the  Company's Common Stock that vest over a four year
period.  As of December 31, 1996, 3,750 shares having a value of $9,258 (based
on  the  closing  trade  price  on  that  date) had vested in favor of each of
Messrs. Osman and Callaway, but have not yet been delivered.
(10)   Partial forgiveness of indebtedness owed by Mr. Ernst to the Company in
the  amount  of  $239,542  in 1996 and $8,208 in 1995, and $37,328 in 1996 and
$1,631  in  1995, in compensation resulting from an interest-free loan made by
the  Company to Mr. Ernst which assumes a 10% annual market rate of interest. 
See "Employment, Termination and Change in Control Arrangements."
(11)  Contribution of $2,375 made by the Company to 401(k) plan and payment of
$4,320 premium on group term life insurance policy.
(12)  Contribution of $1,500 made by the Company to 401(k) plan and automobile
allowance of $1,332.
(13)  Contributions to 401(k) plan made by the Company.
(14)  Automobile allowance of $4,000 and payment of $330 premium on group term
life insurance policy.
(15)    Automobile  allowance  of  $4,000,  contribution of $2,375 made by the
Company  to  401(k)  plan,  and  payment  of  $870  premium on group term life
insurance policy.
(16)  Living allowance.
(17)  Automobile allowance of $2,500 and payment of $213 premium on group term
life insurance policy.
(18)  Automobile allowance of $2,500 and payment of $600 premium on group term
life insurance policy.
(19)    Automobile  allowance  of $3,000, reimbursement for moving expenses of
$7,827 and payment of $363 premium on group term life insurance policy.

Option/SAR Grants in Last Fiscal Year

The following table provides certain information regarding the number of stock
options to purchase shares of Casino Magic's common stock granted to the Named
Executive Officers during the year ended December 31, 1996.





                                     7
                           Percentage of
                           Total Options
                            Granted to                   Potential Realizable
                  Number of  Employees                     Value at Assumed
                  Securities   in    Per Share           Annual Rates of Stock
                  Underlying  Fiscal  Exercise             Price Appreciation
                   Options     Year   or Base  Expiration   for Option Term
   Name            Granted     1995   Price(1)    Date         5%       10%
  -----           --------    -----   -------  --------    -------------------
James E. Ernst     490,000(1) 36.5%    $3.625  12/19/01    $490,745  1,084,418
                   100,000(1)  7.5%    $3.625  12/20/01    $100,152    221,310
Jay S. Osman        75,000(2)  5.6%    $3.625  10/10/01    $ 75,114    165,982
                    15,000     1.1%    $3.625   4/23/01    $ 15,023     33,196
Robert A. Callaway  35,000(3)  2.6%    $3.625  10/10/01    $ 35,053     77,458
                    40,000(2)  3.0%    $3.625   9/18/00    $ 40,061     88,524
                    15,000     1.1%    $3.625   4/23/01    $ 15,023     33,196
_____________________________
(1)   Options were originally granted in 1995, exercisable at $4.75 per share,
and were repriced at $3.625 per share in July 1996.
(2)   Options were originally granted in 1995, exercisable at $5.30 per share,
and were repriced at $3.625 per share in July 1996.
(3)    Options  were  originally  granted  in 1994, exercisable at $7.8125 per
share, and were repriced at $3.625 per share in July 1996.
(4)    Includes  the repricing of outstanding stock options for 849,600 shares
granted  under  the  Company's  Incentive  Stock  Option  Plan and held by all
employees of the Company as of July 26, 1996.

Aggregated  Option/SAR  Exercises  in  Last  Fiscal  Year and Fiscal Year End
Option/SAR Values

The  following  table  provides  certain information regarding the exercise of
stock  options  to  purchase  shares of Casino Magic's common stock during the
year  ended December 31, 1996, by the Named Executive Officers, and the fiscal
year-end value of stock options held by such officers.



















                                     8
                              Number of Securities
                              Underlying Unexercised  Value of Unexercised In-
                                Options/SARs at         the-Money Options/SARs
             Number of Shares   Fiscal Year End (#)     at Fiscal Year End ($)
                  Acquired
     Name      On Exercise Exercisable Unexercisable Exercisable Unexercisable
    ------       ----------- ----------- ------------- --------- -------------
Marlin F. Torguson    None     600,000         --      $631,250           --
James E. Ernst        None     118,000     472,000           --           --
Jay S. Osman          None      15,000      75,000           --           --
Robert A. Callaway    None      23,750      66,250           --           --
Juris Basens          None        None        None           --           --
David L. Paltzik      None        None        None           --           --
Kenneth N. Schultz    None        None        None           --           --

  (1)    Based on a fiscal year end of December 31, 1996 and a closing Common
Stock  trade  price  of $2.46875 per share on December 31, 1996.  The value of
in-the-money  options  is calculated as the difference between the fair market
value  of  the  Common Stock underlying the options at fiscal year end and the
exercise  price  of  the  options.  Exercisable options refer to those options
that  are  exercisable  as  of  December 31, 1996, while unexercisable options
refer to those options that become exercisable at various times thereafter.

Director Compensation

   Each  non-employee  member of the Board of Directors is entitled to receive
$2,000  for  attendance  at  each  Board  of  Directors  meeting  and $500 for
attendance  at each meeting of a Committee of the Board of Directors, provided
that  if  a  meeting of the Board of Directors and a Committee or non-employee
director  meeting  were  attended  by  a director on the same day, the maximum
compensation  for  attendance  at  such meetings was $2,000.  In the past, the
Company  has  granted  stock  options  to non-employee members of the Board of
Directors, however, no such grants were made in 1996.

   Fees have been paid, and are expected to be paid in the future, to Roger H.
Frommelt's  law  firm,  Frommelt  &  Eide,  Ltd.  for services rendered to the
Company (See "Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS").

Repricing of Options

   The  following  table sets forth information regarding the establishment of
lower  exercise  prices under options previously granted to executive officers
to  purchase  common stock of the Company, from the inception of the Company's
business through December 31, 1996.






                                     9
                                                                     Length of
                                         Market    Exercise          Original
                          Number of      Price of  Price at          Option
                          Securities     Stock at  Time of           Term
                          Underlying     Time of   Repricing         Remaining
                          Options/SARs   Repricing    or       New   at Date
                          Repriced or       or     Amendment Exercise    of
               Date of     Amended       Amendment     ($)    Price  Repricing
    Name       Repricing     (#)            ($)                   or Amendment
______________________________________________________________________________
James E. Ernst  7/26/96     490,000       3.5625     4.75     3.625  12/19/01
President and   7/26/96     100,000       3.5625     4.75     3.625  12/20/01
Chief Executive
Officer

Jay S. Osman    7/26/96      75,000       3.5625     5.30     3.625  10/10/01
Treasurer and
Chief Financial
Officer

Robert A.       7/26/96      35,000       3.5625     7.8125   3.625   9/18/00
 Callaway       7/26/96      40,000       3.5625     5.30     3.625  10/10/01
Secretary and   7/26/96       15,000       3.5625     4.875    3.625   4/23/01
General
Counsel

Dual B. Cooper  7/27/94       31,000       6.50       15.75    7.20    3/27/00
Vice President
and Chief
Operating
Officer(1)

Patrick M.      7/27/94      31,000       6.50       16.00     7.20    3/11/00
 Sidders(2)
Treasurer and
Chief Financial
Officer

Hugh J.         7/29/94      31,000       6.50       13.50     7.20    1/03/99
 Shaddick(3)
Executive Vice
President/Development
_____________________________
                                     10
(1)   Terminated his employment on December 18, 1995 without exercising
      options.
(2)   Terminated his employment on August 31, 1995 without exercising options.
(3)   Terminated his employment on December 31, 1995 without exercising
      options.


Stock Option Committee Report on Repricing of Stock Options

   This report is being provided by the Stock Option Committee of the Board of
Directors  of  the  Company (the "Option Committee") to assist shareholders to
understand  the  objectives of the Option Committee in repricing stock options
previously granted to executive officers of the Company.

   Stock  options  were  repriced  for executive officers on two occasions; in
July  1994  and July 1996.  In each case the repricing of options was effected
for  all  employees  of  the  Company, regardless of status.  In addition, all
repriced  options,  except for a 490,000 share option granted to the Company's
President  and  Chief  Executive  Officer  in  December  1995, were originally
granted under the Company's Incentive Stock Option Plan.

   The  Option  Committee's  primary objective in granting stock options is to
tie  the  employees' future compensation to the success of the Company, and to
provide  an  incentive to the Company's employees to work in the best interest
of  the  shareholders.  The Option Committee believes that if the stock option
prices  are  too  high,  the  incentive is lost.  It is the Option Committee's
further  belief  that  if  the  exercise  price of the option is significantly
higher  than  the market price, the existence of that disparity acts to reduce
employee  morale,  not  enhance  it.    In  taking its action to reprice stock
options,  the Option Committee also took into consideration the impact that an
executive  officer's  actions  might  have had on the operating results of the
Company,  and how that impact might have resulted in any decline in the market
value  of the Company's common stock.  The Option Committee concluded that, in
the  case  of  each  executive  officer  whose options were repriced, that the
officer  had either been employed by the Company for too short of a period, or
was  employed in a position which would not enable that employee, to adversely
impact the market price of the Company's common stock.  Finally, the Company's
Option  Committee  believes  that  harmony  and  morale  among  the  Company's
executive  officers  is  improved where there are no material discrepancies in
the exercise price of their respective stock options.


     Respectfully Submitted,
     Roger H. Frommelt
     E. Thomas Welch
     Casino Magic Corp. Stock Option Committee

Compensation Committee Interlocks and Insider Participation

   During  the  year  ended  December  31,  1996, E. Thomas Welch and Allen J.
Kokesch  served  as  members  of the Company's Compensation Committee.  During
1996  no member of the Company's Compensation Committee was an officer, former
officer or employee of the Company or any of its subsidiaries, except Mr.

                                     11
Kokesch,  who was an employee and Executive Vice President of the Company from
December  1992  through  December  1994.   No executive officer of the Company
served  as  a  member  of  (i) the compensation committee of another entity in
which  one  of  the  executive officers of such entity served on the Company's
Compensation Committee, (ii) the Board of Directors of another entity in which
one  of  the  executive  officers  of  such  entity  served  on  the Company's
Compensation  Committee, or (iii) the compensation committee of another entity
in  which  one  of the executive officers of such entity served as a member of
the Company's Board of Directors, during the year ended December 31, 1996.

Compensation Committee Report on Executive Compensation

   Introduction.  This report is provided by the Compensation Committee of the
Board  of Directors of the Company (the "Committee") to assist shareholders in
understanding  the  Committee's  objectives  and  procedures  in  establishing
compensation  programs  for  the  Company's  Chief Executive Officer and other
executive  officers.    The  Committee,  which consists solely of non-employee
directors,  is  responsible  for  establishing and administering the Company's
executive  compensation  program.  The members of the Committee do not receive
awards under the Company's incentive compensation programs.

   Compensation  Policies.  Consistent with the Committee's responsibility for
establishing, implementing and monitoring the Company's executive compensation
program,  the  Committee  has developed several policies.  These policies are:
(i)  to  establish  compensation  programs  designed  to  attract  and  retain
highly-qualified  executives;  (ii)  to  provide  motivation  to the Company's
executives  through  compensation that is correlated to the performance of the
executive  officer  and to the performance of the Company; (iii) to compensate
executives  in  a  manner which awards both current and long-term performance;
and (iv) to provide executives with a financial interest in the success of the
Company similar to the interests of the Company's shareholders.

   Consistent  with  the  aforementioned  policies,  the  Company's  current
executive  compensation  program  involves  a  combination  of  base  salary,
short-term  incentive  awards  and  long-term incentive awards.  The Committee
uses  executive  officer  base salaries to attract and retain highly-qualified
executives.    The  grant  of bonuses to executive officers rewards short-term
performance,  and  the  grant  of  stock options by the Company's Stock Option
Committee  and restricted stock by the Company's Board of Directors encourages
and  rewards executive officers based upon the Company's long-term performance
and provides those executive officers with a financial interest in the success
of  the  Company  which  aligns  their  interests  with  the  interests of the
Company's shareholders.

   Base Salary.  The Committee periodically reviews salaries paid to executive
officers  of  other  companies  in  the  gaming industry and believes that the
salaries  of  the  Company's  executive  officers  are  at  levels  that  are
competitive  within  the  gaming industry.  The Committee has the authority to
determine  the  salaries  of  the  Company's Chief Executive Officer and other
executive officers, subject to the terms of pre-existing employment contracts.
 Executive  salaries  are  based  on  individual  performance,  level  of
responsibility and experience.

   Short-Term  Incentive Awards.  The key performance criterion in determining
bonus payments is the level of income attained by the Company.  In April 1996


                                    12
the Company established an executive officer bonus pool.  The dollar amount of
the  pool  for  fiscal  year  1996  was equal to a percentage of the Company's
pre-tax  net  income  for  the year.  Only executive officers were eligible to
receive  bonuses  from  the  pool.    In  determining  the allocation of bonus
payments among the Company's executives, the Committee evaluates the levels of
supervisory  or  management responsibilities and considers a number of factors
which  include  initiative,  business  judgement,  technical  expertise  and
management  skills.   Because of the Company's losses in 1996, no bonuses were
paid from the bonus pool for that year.

   Long-Term  Incentive  Awards.    The  Company's long-term incentive program
consists  of  stock  option  and restricted stock grants which are intended to
encourage  achievement  of  long-term  goals  and  objectives  consistent with
enhancing  shareholder  value.   These objectives include, but are not limited
to,  earnings  per  share  growth,  return  on  invested  capital,  return  on
stockholders'  equity  and profitability.  The Stock Option Committee's awards
of  stock  options  and the Board of Directors' grants of restricted stock are
intended to provide executive officers with increased motivation and incentive
to  exert  their  best  efforts  on  behalf of the Company by increasing their
personal  stake  in the Company's success through the opportunity to acquire a
greater equity interest in the Company and to benefit from appreciation in the
value  of  the  Company's Common Stock.  The Stock Option Committee issues all
stock  options  at  an exercise price of not less than the market value of the
Company's  Common  Stock on the date of grant, thereby ensuring that any value
derived  from  such  options  is  dependent upon subsequent increases in share
value  which  will  be  realized  by  shareholders  generally.    The grant of
restricted  stock  to  executives  provides  incentive to act in the Company's
long-term  interest.    Restricted  stock  is  also granted for the purpose of
obtaining and retaining highly-skilled executive officers possessing extensive
experience  in  gaming  or  in  other  areas of specialty.  Executives must be
employed continually in order for shares of restricted stock and stock options
to vest and become exercisable.

   Compensation  of  the  Chief  Executive Officer.  James E. Ernst became the
Company's Chief Executive Officer on December 18, 1995.  Under the terms of an
employment agreement originally entered into between the Company and Mr. Ernst
dated  December  20,  1995,  Mr.  Ernst  was to receive an initial annual base
salary  of  $425,000 and in December 1995 he received a $500,000 loan which is
subject  to  partial  repayment  if Mr. Ernst's employment with the Company is
terminated  under  certain  circumstances  prior  to  December  21,  1997.  
Additionally,  to  induce  Mr.  Ernst  to  join  the  Company and to align his
interests with those of the Company's shareholders, the Company granted to Mr.
Ernst a non-statutory option to purchase up to 490,000 shares of the Company's
Common Stock and an incentive stock option to purchase up to 100,000 shares of
the  Company's  Common  Stock.    See "Item 11.  EXECUTIVE COMPENSATION."  The
Committee  believes  Mr.  Ernst's  compensation  to be reasonable based on the
compensation  paid to executives in other gaming companies of similar size and
operation,  and  the Company's need to retain highly qualified and experienced
executive officers.

   Deductibility  of  Compensation.    Internal  Revenue  Code  Section 162(m)
provides,  generally,  that compensation paid to certain executive officers of
publicly-held  corporation in excess of $1 million in a year is not deductible
as  an  expense  of  the  Company unless certain conditions are met, including
having  at  least  two  outside  directors  as  members  of  the  compensation
committee.

                                     13

<PAGE>
Only one of the two current members of the Committee is an "outside director"
as that term is defined by Internal Revenue Service regulations.  As described
more  fully in the Summary Compensation Table, none of the Company's executive
officers  received  compensation  which  exceeded  $1  million in 1996 and the
Committee  believes the annual compensation of each of the Company's executive
officers  will  be  less  than  $1  million in 1997.  The Committee intends to
maximize  the  deductibility of executive officer compensation, however, it is
conceivable  that  the  Company's  compensation  arrangements  with  executive
officers may result in the payment of compensation which is not deductible.

   Respectfully Submitted,
   E. Thomas Welch
   Allen J. Kokesch

   Casino Magic Corp. Compensation Committee

Performance Graph

   The  following  graph provides a comparison of cumulative total returns for
the  Company,  the  Dow  Jones  Equity  Market  Index  (which is considered an
indicator  of  the  overall  stock  market  performance)  and  the  Dow  Jones
Entertainment  &  Leisure  -  Casinos Total Return Index (which is a published
industry  index)  for  the period October 23, 1992 through December 31, 1996. 
The  Company's  Common Stock was registered under Section 12 of the Securities
Exchange Act of 1934 on October 23, 1992.  The total return indices assume the
investment  of $100 in the Company's Common Stock, the Dow Jones Equity Market
Index  and the Dow Jones Entertainment & Leisure -Casinos Index on October 23,
1992, reflect reinvested dividends and are weighted on a market capitalization
basis at the time of each reported data point.

   The historical stock price performance of the Company's Common Stock shown
below is not necessarily indicative of future price performance.

COMPARISON OF ANNUAL CUMULATIVE TOTAL RETURN
Among  Casino  Magic  Corp.,  Dow  Jones  Equity  Market  Index  and Dow Jones
Entertainment & Leisure - Casinos Total Return Index

The  line  graph depicts the return of a $100 investment in Casino Magic Corp.
common  stock as opposed to a $100 investment in Dow Jones Equity Index or the
Dow  Jones  Entertainment  and  Leisure-Casino total return index.  Investment
dollars  are  indicated on the left axis indicate the value of each investment
type,  the  bottom  axis  indicates the respective dates from October 23, 1992
through  December 31, 1996.  The table below is the information used to create
the chart.
                              10-23-  12-31   12-31-   12-31-  12-     12-31-
                               92      92      93       94      31-95   96
______________________________________________________________________________
Casino Magic Corp.             100     236     415      165     96     76
______________________________________________________________________________
Dow Jones Equity Market        100     106     117      118     163    201
Index
____________________________________________________________________________
Dow Jones E&L -                100     114     174      134     177   193
Casinos Total Return Index
______________________________________________________________________________
                                     14Assumes  $100  invested  on October 23,
1992,  in  Casino  Magic Corp. Common Stock, the Dow Jones Equity Market Index
and Dow Jones Entertainment & Leisure - Casinos Total Return Index.

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT12.
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


Share Ownership of Management

   The  following  table  sets forth certain information as of the record date
with  respect  to  the shares of Common Stock beneficially owned by:  (i) each
director;  (ii)  the Named Executive Officers; and (iii) all current executive
officers  (regardless  of  salary  and bonus level) and directors as a group. 
Unless  otherwise  indicated,  the shareholders listed in the table below have
sole voting and investment powers with respect to the shares indicated.
<PAGE>                          Number of
                          Shares of Casino Magic          Percentage of
Name and Address              Common Shares                Outstanding
of Beneficial Owner         Beneficially Owned              Shares(12)
------------------------   --------------------      ------------------------
Marlin F. Torguson  .........  8,854,500 (1)                 24.2%
James E. Ernst  .............    233,000 (2)                    *
Allen Kokesch  ..............  1,087,000 (3)                  3.1%
Roger H. Frommelt  ..........    103,000 (4)                    *
E. Thomas Welch  ............     75,000 (5)                    *
Jay  S.  Osman  ...............     55,450 (6)                    *           
Robert A Callaway  ..........     29,000 (7)                    *
Juris Basens ................     None                          *
David L. Paltzik ............      1,600                        *
Kenneth N. Schultz ..........     None                          *
All current executive  ...... 10,443,550 (8)                 28.4%
officers and directors
as a group (8 persons)

_______________________________
*   Less than one percent.
(1)    Includes 600,000 shares that Mr. Torguson has the right to acquire upon
exercise of outstanding stock options.
(2)    Includes  118,000  shares  that Mr. Ernst has the right to acquire upon
exercise of outstanding stock options.
(3)    Includes 201,500 shares owned of record by the spouse of Mr. Kokesch of
which Mr. Kokesch disclaims beneficial ownership.
(4)    Includes 100,000 shares that Mr. Frommelt has the right to acquire upon
exercise of outstanding stock options.
(5)    Includes  72,000  shares  that  Mr. Welch has the right to acquire upon
exercise  of  outstanding  stock options and 3,000 shares held beneficially by
Mr. Welch under a 401(k) Plan.
(6)    Includes  18,750  shares  that  Mr. Osman has the right to acquire upon
exercise of outstanding stock options.
(7)    Includes  27,500 shares that Mr. Callaway has the right to acquire upon
exercise of outstanding stock options.

                                       15
(8)    The  percentage  of  outstanding shares of Common Stock as shown in the
table  above  is calculated based upon 35,637,083 shares outstanding as of the
close  of  business on March 21, 1997 and assumes that in each case the person
only,  or the group only, currently exercised his or its rights to acquire all
shares  under  outstanding  stock options which have vested or will vest on or
before May 20, 1997, except as otherwise stated.

Share Ownership of Certain Beneficial Owners

     The  following table sets forth certain information as of the record date
with  respect  to the shares of Common Stock beneficially owned by all persons
known  by  the  Company  to  be  the  owner  of  more than five percent of the
Company's outstanding Common Stock.

                                        NUMBER OF            PERCENTAGE OF
     NAME AND ADDRESS                   COMMON SHARES        OUTSTANDING
     OF BENEFICIAL OWNER                BENEFICIALLY         SHARES(3)
                                        OWNED
_____________________________________________________________________________
     Marlin F. Torguson                  8,854,500(1)        24.4%
       1003 Hillsboro Mile
       Hillsboro, FL  33062

     Grand Casinos, Inc.(2)              2,125,000            6.0%
       13705 First Avenue North
       Minneapolis, MN 55441
_______________________________
(1)    Includes 600,000 shares that Mr. Torguson has the right to acquire upon
exercise of outstanding stock options.
(2)    The  shares  are  held of record by GCA Acquisition Subsidiary, Inc., a
wholly-owned subsidiary of Grand Casinos, Inc.
(3)    The  percentage  of  outstanding shares of Common Stock as shown in the
table  above  is calculated based upon 35,637,083 shares outstanding as of the
close of business on March 21, 1997.

ITEM  13.          CERTAIN  RELATIONSHIPS AND RELATED TRANSACTIONS13.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS.

Transportation  Services  Provided  by  an  Affiliate  of the Chairman of the
Board

     Through  February 1996, a company, wholly owned and operated by Marlin F.
Torguson,  provided  charter  airplane  services  to the Company for which the
Company  was  charged  an  hourly  rate.  The  total amount of charter service
expenses  paid  by  the  Company to Mr. Torguson's charter service company was
$219,800 during the year ended December 31, 1996.



                                     16
Purchase of Aircraft from Chairman of the Board

     In  February  1996, the Company acquired a Falcon 10 aircraft from Marlin
F.  Torguson  for  a  purchase  price of approximately $1.7 million, which the
Company  believes  approximated  the  fair  value  of  the  aircraft as of the
purchase  date.    The purchase price was determined by a third-party aircraft
appraiser  engaged by the Company at the direction of the Audit Committee.  In
making this determination the third-party appraiser analyzed information which
included  prices paid by purchasers of similar aircraft in recent transactions
with  standard  adjustments  for  modifications,  and  for airframe and engine
usage.    Mr.  Torguson  originally  purchased  the  aircraft in June 1995 for
approximately  $1.8  million.   The Company sold the aircraft in February 1997
for $1.4 million.

Indebtedness of Chief Executive Officer

     As  of  December  20,  1995,  James E. Ernst, the Company's President and
Chief  Executive Officer and a member of the Company's Board of Directors, was
indebted  to the Company in the amount of $500,000 pursuant to the terms of an
employment agreement entered into between Mr. Ernst and the Company.  Each day
during the initial two-year term of Mr. Ernst's employment, approximately $684
of  the loan is forgiven.  As of March 31, 1997 the outstanding balance of the
loan  was  approximately  $180,575.  The loan to Mr. Ernst was reported in the
Company's  1995 financial statements as a compensation expense of $500,000 and
a  corresponding  receivable  of  $500,000.  Adjustments to the balance of the
receivable  are made by the Company on a quarterly basis to reflect the amount
of  the  loan  periodically forgiven by the Company.  See "Item 11.  EXECUTIVE
COMPENSATION."

Architectural Services

     Mardi  Gras  Casino  Corp.,  which operates the Company's Bay Saint Louis
casino  entered  into  an  agreement dated June 18, 1992 with Lund Associates,
Inc.  of  Rapid  City, South Dakota, to provide architectural services for the
construction  of  the casino barge and support building on the Bay Saint Louis
property.    Biloxi  Casino Corp., which operates the Company's Biloxi casino,
also  entered  into an agreement dated November 23, 1992 with Lund Associates,
Inc.  to  provide  architectural  services  for the construction of the casino
barge and support buildings on the Biloxi property.  Wayne K. Lund, a director
of the Company from October 1992 until he resigned on December 1, 1996, is the
President  and  principal shareholder of Lund Associates, Inc.  The agreements
are  substantially  a  Standard  Form of Agreement Between Owner and Architect
(AIA  Document  B141),  and  provide  for  complete  architectural  services,
including periodic inspection of the contract work.  The contracts provide for
a  base fee of 6% of the construction costs, and an hourly rate for additional
services,  which  can  range from $80 per hour for principal architects to $30
per  hour  for  clerical  personnel.    The  contracts  also  provided  for
reimbursement  of expenses, at cost.  The total cost of architectural services
paid  by  the  Company  to  Mr.  Lund's  firm  in  1996 was $1,346,861.  These
architectural services are not expected to continue after December 31, 1996.





                                     17
Legal Services

     The  law  firm  of  Frommelt  & Eide, Ltd. rendered legal services to the
Company during the year ended December 31, 1996.  Roger H. Frommelt, a
shareholder  and  a  director of the Company, is the President and a principal
shareholder  of  Frommelt  & Eide, Ltd.  The total cost of such legal services
incurred  by  the  Company  during  1996  was  approximately  $107,000.  It is
anticipated  that  Mr.  Frommelt's law firm will provide legal services to the
Company in the future.

Employment Contracts with Executive Officers

     Marlin  F.  Torguson,  James  E. Ernst, Jay S. Osman, Robert A. Callaway,
Juris  Basens,  Kenneth  N.  Schultz  and  David L. Paltzik, who are executive
officers of the Company, have each entered into employment agreements with the
Company.  See "Item 11. EXECUTIVE COMPENSATION."

     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.

Dated April 30, 1997                                 CASINO MAGIC CORP.



                                                 By:  /s/ James E. Ernst
                                                      _______________________
                                                     James E. Ernst, President
                                                      and Chief Executive
                                                      Officer























                                    18