Mandalay Resort Group – ‘10-Q’ for 4/30/98

As of:  Monday, 6/15/98   ·   For:  4/30/98   ·   Accession #:  725549-98-5   ·   File #:  1-08570

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Quarterly Report   —   Form 10-Q
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SECURITIES AND EXCHANGE COMMISSION            
Washington, D. C. 20549           

FORM 10-Q           

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                    
SECURITIES EXCHANGE ACT OF 1934                     

For the quarterly period ended      April 30, 1998                              

OR            

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                   
SECURITIES EXCHANGE ACT OF 1934                     

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 or organization)                  identification no.)             

2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109-1120            
(Address of principal executive offices)              

(702) 734-0410                  
(Registrant's telephone number, including area code)              

N/A               
(Former name, former address and former fiscal year, if changed since           
last report)                                                                    

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 the number of shares outstanding of each of the issuer's     
classes of common stock, as of the latest practicable date.                     

Class                     Outstanding at May 31. 1998   
Common Stock, $.01-2/3 par value                 95,129,383 shares              

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES          

Form 10-Q         

INDEX           
                                                  Page No.

Part I. FINANCIAL INFORMATION                                                   

Item 1.  Financial Statements:                                        

Condensed Consolidated Balance Sheets at            
April 30, 1998 (Unaudited) and January 31,          
   1998.........................................       3-4

Condensed Consolidated Statements of Income         
(Unaudited) for the Three Months Ended              
   April 30, 1998 and 1997......................         5

Condensed Consolidated Statements of Cash           
Flows (Unaudited) for the Three Months Ended        
   April 30, 1998 and 1997......................       6-7

Notes to Condensed Consolidated Financial           
   Statements (Unaudited).......................      8-17

Item 2.  Management's Discussion and Analysis of Fi-                  
   nancial Condition and Results of Operations..     18-24

Item 3.  Quantitative and Qualitative Disclosures                     
   About Market Risks...........................        25

Part II. OTHER INFORMATION                                         26           

Part I.  FINANCIAL INFORMATION                                                  

Item 1.  Financial Statements                                                   

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES      
CONDENSED CONSOLIDATED BALANCE SHEETS     
(In thousands)      

ASSETS      
                                         April 30,     January 31,
                                       1998           1998
                         (Unaudited)
CURRENT ASSETS:                                                                 

Cash and cash equivalents................     $ 73,656     $ 58,631       

Receivables..............................       21,566       33,640       

Inventories..............................       22,834       22,440       

Prepaid expenses and other...............       27,058       28,152       

Total current assets................      145,114      142,863  

PROPERTY, EQUIPMENT AND LEASEHOLD INTERESTS,                                    
at cost, less accumulated depreciation                                    
and amortization of $655,266 and $624,205,                                
respectively.............................    2,617,794    2,466,848       

EXCESS OF PURCHASE PRICE OVER FAIR MARKET                                       
value of net assets acquired, net........      372,822      375,375       

INVESTMENTS IN UNCONSOLIDATED AFFILIATES....      265,865      255,392          

OTHER ASSETS................................       22,359       23,070          

Total Assets.........................   $3,423,954   $3,263,548   

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

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES    
CONDENSED CONSOLIDATED BALANCE SHEETS   
(In thousands, except share data)   

LIABILITIES AND STOCKHOLDERS' EQUITY    

                                                      April 30,  January 31,
                                                   1998         1998
                                       (Unaudited)
CURRENT LIABILITIES:                                                            

Current portion of long-term debt................  $  2,991     $  3,071

Accounts payable - trade ........................    29,467       22,103

Accounts payable - construction..................    51,639       40,670

Accrued liabilities .............................   106,124      101,114

       Total current liabilities ................   190,221      166,958

LONG-TERM DEBT ...................................... 1,903,083    1,788,818    

DEFERRED INCOME TAX .................................   177,745      175,934    

OTHER LONG-TERM LIABILITIES .........................     7,330        8,089    

       Total liabilities ........................ 2,278,379    2,139,799

STOCKHOLDERS' EQUITY:                                                           

Common stock, $.01-2/3 par value                                        
Authorized - 450,000,000 shares                                     
  Issued - 113,622,508 and 113,609,008 shares ...     1,894        1,893

Preferred stock, $.01 par value                                         
  Authorized - 75,000,000 shares ................         -            -

Additional paid-in capital ......................   558,839      558,658

Retained earnings ............................... 1,095,879    1,074,271

Treasury stock (18,493,125 and 18,496,125 shares),                      
   at cost........................................  (511,037)    (511,073)

       Total stockholders' equity ............... 1,145,575    1,123,749

Total Liabilities and                                     
         Stockholders' Equity .................. $3,423,954   $3,263,548

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

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES        
CONDENSED CONSOLIDATED STATEMENTS OF INCOME       
(In thousands, except share data)       
(Unaudited)       
                                                Three Months
                                                 Ended April 30,
REVENUES:                                                 1998        1997      

Casino .......................................      $168,417    $160,595    
Rooms ........................................        87,799      86,323    
Food and beverage ............................        60,089      53,965    
Other ........................................        37,984      33,673    
Earnings of unconsolidated affiliates ........        22,051      25,256    
                                                 376,340     359,812
Less-complimentary allowances ................       (19,378)    (15,714)   
                                                 356,962     344,098
COSTS AND EXPENSES:                                                             
Casino .......................................        84,069      72,478    
Rooms ........................................        31,422      30,153    
Food and beverage ............................        51,094      48,019    
Other operating expenses .....................        24,097      20,015    
General and administrative ...................        65,127      54,652    
Depreciation and amortization ................        33,966      28,344    
                                                 289,775     253,661
OPERATING PROFIT BEFORE CORPORATE                                               
EXPENSE ......................................        67,187      90,437    

CORPORATE EXPENSE ..............................         6,128       7,799      

INCOME FROM OPERATIONS .........................        61,059      82,638      

OTHER INCOME (EXPENSE):                                                         
Interest, dividend and                                                      
other income ...............................           920         896  
Interest income and guarantee                                               
fees from unconsolidated affiliate .........           798       1,726  
Interest expense .............................       (23,823)    (21,667)   
Interest expense from unconsolidated                                        
affiliates .................................        (3,160)     (4,226) 
                                                  (25,265)    (23,271)
INCOME BEFORE PROVISION FOR                                                     
INCOME TAX....................................        35,794      59,367    

Provision for income tax .....................        14,187      21,878    

NET INCOME .....................................      $ 21,607    $ 37,489      

BASIC EARNINGS PER SHARE........................      $    .23    $    .40      

DILUTED EARNINGS PER SHARE......................      $    .23    $    .39      

Average shares outstanding - basic............    95,122,726  94,596,540    

Average shares outstanding - diluted..........    95,294,160  95,258,403    

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

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES      
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS       
(In thousands)        
(Unaudited)       
                                              Three Months
                                               Ended April 30,
                                             1998       1997
CASH FLOWS FROM OPERATING ACTIVITIES:                                           
Net income                                         $ 21,607   $ 37,489      
Adjustments to reconcile net income to net                                  
cash provided by operating activities:                                  
Depreciation and amortization                     35,983     31,162   
Gain on disposition of fixed assets                 (422)      (171)  
Decrease in other current assets                  12,744      6,839   
Increase in other noncurrent assets                  671        320   
Increase in interest payable                       5,060     16,206   
Increase in other current liabilities              7,314     21,208   
Increase in deferred income tax                    1,811      3,137   
Decrease in other noncurrent liabilities             (16)       (16)  
Unconsolidated affiliates' earnings in                                
excess of distributions                         (9,050)   (10,952)
  Total adjustments                            54,095     67,733

  Net cash provided by operating activities    75,702    105,222

CASH FLOWS FROM INVESTING ACTIVITIES:                                           
Capital expenditures                               (184,379)  (124,696)     
Increase (decrease) in construction payable          10,969     (1,311)     
Increase in investments in unconsolidated                                   
affiliates                                         (1,510)    (2,085)   
Proceeds from sale of equipment and other assets        528        217      
Other                                                    61         81      

   Net cash used in investing activities      (174,331)  (127,794)

CASH FLOWS FROM FINANCING ACTIVITIES:                                           
Net effect on cash of issuances and payments                                
of debt with original maturities of                                     
three months or less                              251,434    171,628    
Issuances of debt with original maturities                                  
in excess of three months                          21,736     11,337    
Principal payments of debt with original                                    
maturities in excess of three months             (159,015)  (163,094)   
Exercise of stock options and warrants                  219      1,735      
Purchases of treasury stock                               -     (1,300)     
Other                                                  (720)    (1,199)     

  Net cash provided by financing activities   113,654     19,107

Net increase (decrease) in cash and cash equivalents   15,025     (3,465)       
Cash and cash equivalents at beginning of period       58,631     69,516        
Cash and cash equivalents at end of period           $ 73,656   $ 66,051        

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES      
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(In thousands)        
(Unaudited)       

                                              Three Months
                                               Ended April 30,
                                             1998       1997

SUPPLEMENTAL CASH FLOW DISCLOSURES                                              
Cash paid during the period for:                                                
Interest (net of amount capitalized)               $ 18,125  $   4,808      
Income tax                                         $    120  $      70      

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

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES              
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS              

(All information for the three months ended April 30, 1998 and 1997             
is unaudited.)                                                                  

(1)  Principles of consolidation and basis of presentation -                    

Circus Circus Enterprises, Inc. (the "Company") was                   
incorporated February 27, 1974.  The Company owns and operates                  
hotel and casino facilities in Las Vegas, Reno, Laughlin, Jean                  
and Henderson, Nevada and a hotel and dockside casino in Tunica                 
County, Mississippi.  It is also an investor in several                         
unconsolidated affiliates, with operations that include a                       
riverboat casino in Elgin, Illinois, a hotel/casino in Reno,                    
Nevada and a hotel/casino on the Las Vegas Strip.                               

The condensed consolidated financial statements include the           
accounts of the Company and its wholly owned subsidiaries.                      
Material intercompany accounts and transactions have been                       
eliminated.                                                                     

The condensed consolidated financial statements included              
herein have been prepared by the Company, without audit, pursuant               
to the rules and regulations of the Securities and Exchange                     
Commission.  Certain information and footnote disclosures                       
normally included in financial statements prepared in accordance                
with generally accepted accounting principles have been condensed               
or omitted pursuant to such rules and regulations, although the                 
Company believes that the disclosures are adequate to make the                  
information presented not misleading.  In the opinion of                        
management, all adjustments (which include normal recurring                     
adjustments) necessary for a fair statement of results for the                  
interim periods have been made.  The results for the three-month                
period are not necessarily indicative of results to be expected                 
for the full fiscal year.                                                       

Certain reclassifications have been made to the financial             
statements for the three months ended April 30, 1997 to conform                 
to the financial statement presentation for the three months                    
ended April 30, 1998.  These reclassifications have no effect on                
net income.                                                                     

These financial statements should be read in conjunction              
with the financial statements and notes thereto included in the                 
Company's annual report on Form 10-K for the year ended January                 
31, 1998.                                                                       

(2)  Long-term debt -                                                           

Long-term debt consists of the following (in thousands):              

                          April 30,    January 31,
                        1998          1998
           (Unaudited)
Amounts due under corporate                                           
debt program at floating                                          
interest rates, weighted                                          
average of 5.9% and 5.8%           $591,241     $981,310          
Amounts due under bank credit                                         
agreement at floating interest                                    
rates, weighted average of 6.3%     505,000            -          
6.45% Senior Notes due 2006                                           
(net of unamortized discount                                      
of $341 and $352)                   199,659      199,648          
7-5/8% Senior Subordinated                                            
Debentures due 2013                 150,000      150,000          
6-3/4% Senior Subordinated Notes                                      
due 2003 (net of unamortized                                      
discount of $83 and $87)            149,917      149,913          
7.0% Debentures due 2036                                              
(net of unamortized                                               
discount of $143 and $146)          149,857      149,854          
6.70% Debentures due 2096                                             
(net of unamortized discount                                      
of $267 and $279)                  149,733      149,721         
Other notes                            10,667       11,443            
                        1,906,074    1,791,889
Less - current portion                 (2,991)      (3,071)           

                       $1,903,083   $1,788,818

The Company has established a corporate debt program whereby          
it can issue commercial paper or similar forms of short-term                    
debt. Although the debt instruments issued under this program are               
short-term in tenor, they are classified as long-term debt                      
because (i) they are backed by a long-term debt facility (see                   
below) and (ii) it is management's intention to continue to                     
replace such borrowings on a rolling basis as various instruments               
come due and to have such borrowings outstanding for longer than                
one year.  To the extent that the Company incurs debt under this                

(2)  Long-term debt (continued) -                                               

program, it must maintain an equivalent amount of credit                        
available under its bank credit facility discussed more fully                   
below.                                                                          

In May 1997, the Company renegotiated its $1.5 billion                
unsecured credit facility, dated January 29, 1996.  This                        
agreement was replaced by a new $2.0 billion unsecured credit                   
facility which matures on July 31, 2002 (the "Facility").  The                  
maturity date may be extended for an unlimited number of one-year               
periods with the consent of the bank group.  The Facility                       
contains financial covenants regarding senior and total debt and                
new venture capital expenditures and investments.  The Facility                 
is for general corporate purposes.  The Company incurs commitment               
fees (currently 17.5 basis points) on the unused portion of the                 
Facility.  As of April 30, 1998, the Company had $505 million                   
outstanding under the Facility.  At such date, the Company also                 
had $591.2 million of indebtedness outstanding under the                        
corporate debt program thus reducing, by that amount, the credit                
available under the Facility for purposes other than repayment of               
such indebtedness.  The fair value of the debt issued under the                 
corporate debt program approximates the carrying amount of the                  
debt due to the short-term maturities of the individual                         
components of the debt.                                                         

In November 1996, the Company issued $150 million principal           
amount of 7.0% Debentures due November 2036 (the "7.0%                          
Debentures").  The 7.0% Debentures may be redeemed at the option                
of the holder in November 2008.  Also, in November 1996, the                    
Company issued $150 million principal amount of 6.70% Debentures                
due November 2096 (the "6.70% Debentures").  The 6.70% Debentures               
may be redeemed at the option of the holder in November 2003.                   
Both the 7.0% Debentures, which were discounted to $149.8                       
million, and the 6.70% Debentures, which were discounted to                     
$149.7 million, have interest payable each May and November, are                
not redeemable by the Company prior to maturity and are not                     
subject to any sinking fund requirements.  The net proceeds from                
these offerings were used primarily to repay borrowings under the               
Company's corporate debt program.                                               

In February 1996, the Company issued $200 million principal           
amount of 6.45% Senior Notes due February 1, 2006 (the "6.45%                   

(2)  Long-term debt (continued) -                                               

Notes"), with interest payable each February and August.  The                   
6.45% Notes, which were discounted to $199.6 million, are not                   
redeemable prior to maturity and are not subject to any sinking                 
fund requirements.  The net proceeds from this offering were used               
primarily to repay borrowings under the Company's corporate debt                
program.                                                                        

In July 1993, the Company issued $150 million principal               
amount of 6-3/4% Senior Subordinated Notes (the "6-3/4% Notes")                 
due July 2003 and $150 million principal amount of 7-5/8% Senior                
Subordinated Debentures (the "7-5/8% Debentures") due July 2013,                
with interest payable each July and January.  The 6-3/4% Notes,                 
which were discounted to $149.8 million, and the 7-5/8%                         
Debentures are not redeemable prior to maturity and are not                     
subject to any sinking fund requirements.  The net proceeds from                
these offerings were used primarily to repay borrowings under the               
Company's corporate debt program.                                               

The Company has a policy aimed at managing interest rate              
risk associated with its current and anticipated future                         
borrowings.  This policy enables the Company to use any                         
combination of interest rate swaps, futures, options, caps and                  
similar instruments.  To the extent the Company employs such                    
financial instruments pursuant to this policy, they are accounted               
for as hedging instruments.  In order to qualify for hedge                      
accounting, the underlying hedged item must expose the Company to               
risks associated with market fluctuations and the financial                     
instrument used must be designated as a hedge and must reduce the               
Company's exposure to market fluctuation throughout the hedge                   
period.  If these criteria are not met, a change in the market                  
value of the financial instrument is recognized as a gain or loss               
in the period of change.  Otherwise, gains and losses are not                   
recognized except to the extent that the financial instrument is                
disposed of prior to maturity.  Net interest paid or received                   
pursuant to the financial instrument is included as interest                    
expense in the period.                                                          

The Company has entered into various interest rate swaps,             
principally with its bank group, to manage interest expense,                    
which is subject to fluctuation due to the variable-rate nature                 
of the debt under the Company's corporate debt program.  The                    

(2)  Long-term debt (continued) -                                               

Company has interest rate swap agreements under which it pays a                 
fixed interest rate (weighted average of approximately 6.2%) and                
receives a variable interest rate (weighted average of                          
approximately 5.7% at April 30, 1998) on $175 million notional                  
amount of "initial" swaps, and pays a variable interest rate of                 
approximately 5.8% at April 30, 1998, and receives a fixed                      
interest rate of approximately 8.2% on $30 million notional                     
amount of a "reversing" swap.  The net effect of all such swaps                 
resulted in additional interest expense, due to an interest rate                
differential which, at April 30, 1998, was approximately 0.1% on                
the total notional amount of the swaps.  Two of the initial swaps               
with a combined notional amount of $150 million provide that the                
swaps will terminate two business days after any date on which                  
three-month LIBOR is set at or above 9% on or after October 15,                 
2000 for $100 million notional amount and on or after January 15,               
2001 for $50 million notional amount.  These swaps otherwise                    
terminate in fiscal 2008.  The remaining initial swap of $25                    
million terminates in fiscal 2000 while the reversing swap                      
expires in fiscal 2002.                                                         

As of April 30, 1998, under its most restrictive loan                 
covenants, the Company was restricted as to the purchase of its                 
own capital stock in excess of $485 million and was restricted                  
from issuing additional debt in excess of approximately $100                    
million.  In order to provide increased borrowing capacity during               
the period when construction of Mandalay Bay is being completed,                
the credit facility was amended in May 1998 to provide a more                   
liberal leverage test on total debt during such period and a new                
leverage test on senior debt.                                                   

(3)  Stock options -                                                            

The Company has various stock option plans for executive,             
managerial and supervisory personnel as well as the Company's                   
outside directors and consultants.  The plans permit grants of                  
options, performance shares and restricted stock relating to the                
Company's common stock.  The stock options are generally                        
exercisable in one or more installments beginning not less than                 
six months after the grant date.                                                

(3)  Stock options (continued) -                                                

Summarized information for stock option plans is as follows:                    

                      Three Months Ended
                        April 30, 1998

                                    Weighted
                                     Average
                                    Exercise
                       Options         Price

Outstanding at beginning of period..    5,115,255       $23.93                  
Granted.............................      140,000        22.69                  
Exercised...........................      (16,500)       13.29                  
Cancelled...........................      (18,200)       22.06                  
Outstanding at end of period........    5,220,555       $23.94                  

Options exercisable at end of period    3,360,253       $22.66                  
Options available for grant at end                                              
of period.........................    3,933,350                             

(4)  Stock related matters -                                                    

On July 14, 1994, the Company declared a dividend of one              
Common Stock Purchase Right (the "Rights") for each share of                    
common stock outstanding at the close of business on August 15,                 
1994.  Each Right entitles the holder to purchase from the                      
Company one share of common stock at an exercise price of $125,                 
subject to certain antidilution adjustments.  The Rights                        
generally become exercisable ten days after the earlier of an                   
announcement that an individual or group has acquired 15% or more               
of the Company's outstanding common stock or the announcement of                
commencement of a tender offer for 15% or more of the Company's                 
common stock.                                                                   

In the event the Rights become exercisable, each Right                
(except the Rights beneficially owned by the acquiring individual               
or group, which become void) would entitle the holder to                        
purchase, for the exercise price, a number of shares of the                     
Company's common stock having an aggregate current market value                 
equal to two times the exercise price.  The Rights expire August                
15, 2004, and may be redeemed by the Company at a price of $.01                 
per Right any time prior to their expiration or the acquisition                 

(4)  Stock related matters (continued) -                                        

of 15% or more of the Company's common stock.  The Rights should                
not interfere with any merger or other business combination                     
approved by the Company's Board of Directors and are intended to                
cause substantial dilution to a person or group that attempts to                
acquire control of the Company on terms not approved by the Board               
of Directors.                                                                   

During the year ended January 31, 1998, the Company elected           
to settle, for cash, outstanding put options on 2.0 million                     
shares of its common stock and call options on 600,000 shares of                
common stock.  The net cost to the Company was $9.4 million.  The               
put and call options were entered into as a complement to the                   
Company's overall share repurchase program.                                     

The Company is authorized to issue up to 75 million shares            
of $.01 par value preferred stock in one or more series having                  
such respective terms, rights and preferences as are designated                 
by the Board of Directors.  No such preferred stock has yet been                
issued.                                                                         

(5)  Earnings per share -                                                       

In February 1997, the Financial Accounting Standards Board            
issued Statement of Financial Accounting Standards No. 128 -                    
Earnings Per Share ("SFAS 128").  SFAS 128 is effective for                     
periods ending after December 15, 1997 and replaces earnings per                
share as previously reported with "basic", or undiluted earnings                
per share, and "diluted" earnings per share.  Basic earnings per                
share is computed by dividing net income by the weighted average                
number of common shares outstanding during the period, while                    
diluted earnings per share reflects the additional dilution for                 
all potentially dilutive securities, such as stock options.                     

The Company has adopted the provisions of SFAS 128 and all            
previously reported earnings per share amounts have been                        
restated.  The table below reconciles weighted average shares                   
outstanding used to calculate basic earnings per share with the                 
weighted shares outstanding used to calculate diluted earnings                  
per share.  There were no reconciling items for net income.                     

(5)  Earnings per share (continued) -                                           

Three months ended April 30,                                                    
(in thousands, except earnings per share)      1998     1997                    

Net income                                   $21,607  $37,489                   
Weighted average shares out-                                                    
standing used in computation                                                  
of basic earnings per share                  95,123   94,597                  
Stock options                                    171      662                   
Weighted average shares out-                                                    
standing used in computation                                                  
of diluted earnings per share                95,294   95,259                  

Basic earnings per share                       $0.23    $0.40                   

Diluted earnings per share                     $0.23    $0.39                   

(6)  Investments in unconsolidated affiliates -                                 

The Company has investments in unconsolidated affiliates              
that are accounted for under the equity method.  Using the equity               
method, original investments are recorded at cost and adjusted by               
the Company's share of earnings or losses of these entities.  The               
investment balance also includes interest capitalized during                    
construction (net of amortization).  Investments in                             
unconsolidated affiliates consist of the following (in                          
thousands):                                                                     

                           April 30,   January 31,
                          1998        1998
               (Unaudited)

Circus and Eldorado Joint Venture (50%)                                         
(Silver Legacy, Reno, Nevada)              $ 66,393     $ 64,407              
Elgin Riverboat Resort (50%)                                                    
(Grand Victoria, Elgin, Illinois)            43,334       44,759              
Victoria Partners (50%)                                                         
(Monte Carlo, Las Vegas, Nevada)            148,344      139,958              
Detroit Entertainment (45%)                                                     
(Proposed Hotel/Casino, Detroit, Michigan)    7,794        6,268              
                             $265,865     $255,392

(6)  Investments in unconsolidated affiliates (continued) -                     

The above unconsolidated affiliates operate with fiscal               
years ending on December 31.  Summarized results of operations of               
the unconsolidated affiliates are as follows (unaudited, in                     
thousands):                                                                     
                          Three Months
                             Ended March 31,
                            1998        1997

Revenues                                   $163,513     $159,495                
Expenses                                    125,132      113,995                
Operating income                             38,381       45,500                
Net income                                   32,015       36,717                

Included in the above are revenues of the Grand Victoria of           
$64,994 and $62,218 for the three months ended March 31, 1998 and               
1997.  The property's operating margin during those periods was                 
27% and 35%, respectively.                                                      

(7) Commitments and contingent liabilities -                                    

In July 1995, Silver Legacy, a 50/50 joint venture with the           
Eldorado Hotel/Casino, opened in downtown Reno, Nevada.  As a                   
condition to the joint venture's $230 million bank credit                       
agreement, Circus is obligated under a make-well agreement to                   
make additional contributions to the joint venture as may be                    
necessary to maintain a minimum coverage ratio (as defined).  In                
November 1997, the joint venture repaid an outstanding loan to                  
the Company in the principal amount of $35.1 million.                           

In Tunica County, Mississippi, the Company recently                   
completed  construction on a 1,100-room tower addition to its                   
casino, which was also remodeled and rechristened Gold Strike                   
Casino Resort.  The remodeled casino opened prior to the 1997                   
Labor Day weekend and the majority of the new rooms were in                     
service by February 1998.  The total cost of this expansion was                 
approximately $140 million.                                                     

The Company is constructing a 3,700-room luxury destination           
resort set on 60 acres just south of Luxor.  Mandalay Bay is                    
slated to open in March 1999 and will be the third property                     
developed within Circus' Masterplan Mile.  Mandalay Bay's                       
attractions will include an 11-acre tropical lagoon featuring a                 

(7) Commitments and contingent liabilities (continued) -                        

sand-and-surf beach, a three-quarter mile lazy river ride and a                 
swim-up shark tank.  Inside, Mandalay Bay will offer                            
internationally renowned restaurants, as well as a House of Blues               
nightclub and restaurant, including its signature Foundation Room               
sited on Mandalay Bay's rooftop and 100 "music-themed" hotel                    
rooms in Mandalay Bay's towers.  The resort will also feature                   
convention facilities and a 30,000-square-foot spa, plus multiple               
entertainment attractions, including a 12,000-seat arena.  The                  
cost of Mandalay Bay is currently estimated at approximately $950               
million (excluding land) and as of April 30, 1998, $426.5 million               
in costs had been incurred for this project.                                    

Within Mandalay Bay and as part of its 3,700 rooms, there             
will be a Four Seasons Hotel of approximately 400 rooms, which                  
will provide Las Vegas visitors with a luxury "five-star"                       
hospitality experience.  This hotel, owned by Circus and managed                
by Four Seasons Regent Hotels and Resorts, represents the first                 
step pursuant to the Company's cooperative effort with Four                     
Seasons to identify strategic opportunities for development of                  
hotel and casino properties worldwide.                                          

The Company has funded the above projects from internal cash          
flows, project specific financing or its credit facility, and                   
anticipates that future funding for such projects will be from                  
these sources.                                                                  

The Company is a defendant in various pending litigation. In          
management's opinion, the ultimate outcome of such litigation                   
will not have a material effect on the results of operations or                 
the financial position of the Company.                                          

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES      

Item 2.   Management's Discussion and Analysis of Financial                     
Condition and Results of Operations (Unaudited)             

RESULTS OF OPERATIONS                   

Earnings per Share                                                              

For the quarter ended April 30, 1998, the Company reported net                  
income of $21.6 million, or $.23 per share, versus $37.5 million,               
or $.40 per share, in the prior year quarter.  The decline in                   
earnings was due primarily to lower operating results at the                    
Company's core Las Vegas properties.                                            

Revenues                                                                        

Revenues for the Company increased $12.9 million, or 4%, versus                 
the prior year.  The increase in revenues was attributable to two               
properties.  First, the completion of an 1,100-room hotel tower                 
at Gold Strike-Tunica during the quarter contributed to an                      
increase in revenues at that property of $14.1 million, or 136%.                
Second, revenues at Luxor increased $12.1 million, or 17%, due to               
an increase in the amount of high-budget play in the casino and                 
the opening of a new 1,200-seat showroom in the third quarter of                
the prior year.                                                                 

The increases noted above were partially offset by decreases in                 
revenues at both Circus Circus-Las Vegas and Excalibur.  Circus                 
Circus declined $2.5 million, or 4%, while Excalibur declined                   
$3.6 million, or 5%.  These decreases are due primarily to the                  
continued soft market conditions in Las Vegas, particularly                     
during mid-week periods.  Also, an increase in the maximum tax                  
rate on casino revenues in Illinois from 20% to 35% reduced the                 
contribution from Grand Victoria (50%-owned by the Company) by                  
$3.1 million, or 27%.                                                           

Operating Income                                                                

For the quarter ended April 30, 1998, income from operations                    
declined $21.6 million, or 26%, from the prior year.  The                       
Company's composite operating margin was 17.1% versus 24.0% in                  
the prior year quarter.  A discussion of operating results by                   
market follows.                                                                 

Las Vegas                                                                       

The Company's Las Vegas properties posted an overall decrease in                
operating income of $14.7 million, or 25%.  Declines occurred at                
all of the Company's wholly owned properties.  At Luxor,                        
operating income fell $5.5 million, or 31%, as results were                     

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affected by the                                                                 
additional costs associated with a new national                                 
advertising campaign which began in February, as well as                        
increases in casino promotional expenses and a lower hold                       
percentage on table games.  At Excalibur, operating income                      
decreased $4.9 million, or 22%, while Circus Circus decreased                   
$3.8 million, or 38%.  Each of the Company's Las Vegas properties               
has been negatively affected by overall soft conditions in the                  
market, particularly during mid-week.                                           

Reno                                                                            

In Reno, the Company's combined operating income declined $1.8                  
million, or 24%, versus the year ago quarter.  This market                      
suffered from adverse weather conditions in February, making                    
travel in and out of the area difficult.  However, results in                   
Reno benefitted from the Company recording its priority return                  
from the 50%-owned Silver Legacy.  This priority return began in                
the second quarter of the prior year and provides the Company                   
with approximately two-thirds of the operating income of the                    
joint venture.  This priority return in expected to continue                    
through fiscal 2000.                                                            

Laughlin                                                                        

The Company's two properties in Laughlin, the Colorado Belle and                
the Edgewater, posted a combined decrease in operating income of                
$1.6 million, or 19%.  This market continues to suffer from                     
difficult competitive challenges, foremost of which are the                     
unregulated Native American casinos in Laughlin's prime central                 
Arizona and southern California feeder markets.  Competition from               
new resorts in Las Vegas and Primm, Nevada (formerly Stateline,                 
Nevada) has also contributed to the erosion of Laughlin's                       
customer base.                                                                  

Riverboat Markets                                                               

In Tunica County, Mississippi, operating income at Gold Strike                  
rose to $1.4 million, a 13% increase over the prior year.  During               
the quarter, the Company completed construction of a 1,100-room                 
hotel tower.                                                                    

Results at Grand Victoria (a 50% owned riverboat casino in Elgin,               
Illinois) reflected a $3.2 million decrease in the Company's                    
share of operating income.  An increase in the maximum tax rate                 
on casino revenues in Illinois from 20% to 35% reduced the                      
contribution from Grand Victoria.                                               

Interest Expense                                                                

For the three months ended April 30, 1998, interest expense                     
(excluding joint venture interest expense) increased $2.2 million               
versus the prior year.  The increase was due principally to                     
higher average borrowings (approximately $1.9 billion in the                    
current quarter against approximately $1.4 billion last year)                   
related to various construction projects (primarily the ongoing                 
construction of Mandalay Bay, the completion of a new hotel tower               
at Gold Strike-Tunica and the completion of various improvements                
at Luxor).  Capitalized interest was $7.1 million for the quarter               
ended April 30, 1998 versus $3.6 million in the year-ago quarter.               
Long-term debt at April 30, 1998 stood at $1.9 billion compared                 
to $1.4 billion at April 30, 1997.                                              

The Company also recorded interest expense related to joint                     
venture projects of $3.2 million in the quarter ended April 30,                 
1998 compared to $4.2 million in the previous year.  This                       
reflects the Company's 50% share of the interest expense of                     
Silver Legacy and Monte Carlo.                                                  

Income Tax                                                                      

For the three months ended April 30, 1998, the Company's                        
effective tax rate was 39.6% compared with 36.9% for the three                  
months ended April 30, 1997.  These rates reflect the corporate                 
statutory rate of 35% plus the effect of various nondeductible                  
expenses, including the amortization of goodwill associated with                
the acquisition of Gold Strike Resorts.                                         

Financial Position and Capital Resources                                        

The Company had cash and cash equivalents of $73.7 million at                   
April 30, 1998, representing normal daily operating requirements.               
The Company's pretax cash flow from operations, before asset                    
write-offs, was $97.0 million for the three months ended April                  
30, 1998 versus $113.9 million in the prior year, a decrease of                 
15%.  In this context, pretax cash flow from operations is                      
defined as the Company's income from operations plus noncash                    
operating expenses (primarily depreciation and amortization).                   
The Company used its cash flow primarily to fund the construction               
of Mandalay Bay, the completion of a new hotel tower at Gold                    
Strike-Tunica and miscellaneous other construction projects.                    

Capital Spending                                                                

Capital expenditures for the quarter ended April 30, 1998 were                  
$184.4 million, of which $153.3 million related to the                          
construction of Mandalay Bay and $14.2 million related to the                   
completion of construction and remodeling at Gold Strike-Tunica.                

Credit Facility                                                                 

In May 1997, the Company amended its unsecured credit facility                  
with its bank group, increasing the size of the facility from                   
$1.5 billion to $2.0 billion at more favorable terms and pricing                
(see Note 2 of Notes to Condensed Consolidated Financial                        
Statements).  The Company also has a $1.0 billion commercial                    
paper program which is backed by the credit facility.  As of                    
April 30, 1998, Circus had aggregate borrowings of $1.1 billion                 
outstanding under the credit facility and commercial paper                      
program and under the Company's most restrictive loan covenants,                
it could issue additional debt of approximately $100 million.                   
In order to provide increased borrowing capacity during the                     
period when construction of Mandalay Bay is being completed, the                
credit facility was amended in May 1998 to provide a more liberal               
leverage test on total debt during such period and a new leverage               
test on senior debt.                                                            

Joint Ventures                                                                  

In July 1995, Silver Legacy, a 50/50 joint venture with the                     
Eldorado Hotel/Casino, opened in downtown Reno, Nevada.  As a                   
condition to the joint venture's $230 million bank credit                       
agreement, Circus is obligated under a make-well agreement to                   
make additional contributions to the joint venture as may be                    
necessary to maintain a minimum coverage ratio (as defined).                    

New Projects                                                                    

The Company is constructing a 3,700-room luxury destination                     
resort set on 60 acres just south of Luxor.  Mandalay Bay is                    
slated to open in March 1999 and will be the third property                     
developed within Circus' Masterplan Mile.  Mandalay Bay's                       
attractions will include an 11-acre tropical lagoon featuring a                 
sand-and-surf beach, a three-quarter-mile lazy river ride and a                 
swim-up shark tank.  Inside, Mandalay Bay will offer                            
internationally renowned restaurants, as well as a House of Blues               

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nightclub and restaurant, including its signature Foundation Room               
sited on Mandalay Bay's rooftop and 100 "music-themed" hotel                    
rooms in Mandalay Bay's towers.  The resort will also feature                   
convention facilities and a 30,000-square-foot spa, plus multiple               
entertainment attractions, including a 12,000-seat arena.  The                  
cost of Mandalay Bay is currently estimated at approximately $950               
million (excluding land) and as of April 30, 1998, $426.5 million               
in costs had been incurred for this project.                                    

Within Mandalay Bay and as part of its 3,700 rooms, there will                  
also be a Four Seasons Hotel of approximately 400 rooms, which                  
will provide Las Vegas visitors with a luxury "five-star"                       
hospitality experience.  This hotel, owned by Circus and managed                
by Four Seasons Regent Hotels and Resorts, represents the first                 
step pursuant to the Company's cooperative effort with Four                     
Seasons to identify strategic opportunities for development of                  
hotel and casino properties worldwide.                                          

In Tunica County, Mississippi, the Company recently completed                   
construction of a 1,100-room tower addition to its casino, which                
was also remodeled and rechristened Gold Strike Casino Resort.                  
The remodeled casino opened prior to the 1997 Labor Day weekend                 
and all of the new rooms were in service by March 1998.  The                    
total cost of this expansion was approximately $140 million.                    

Also in Mississippi, the Company has announced that it plans to                 
develop a hotel/casino resort on the Mississippi Gulf Coast at                  
the north end of the Bay of St. Louis, near the DeLisle exit on                 
Interstate 10.  The planned resort, which will have approximately               
1,500 rooms, is estimated to cost $225 million.  The Company has                
received all necessary approvals to commence development.                       
However, these approvals have been challenged in state and                      
federal court, and the Company expects construction to begin only               
after satisfactory resolution of all legal actions.  As the                     
project is presently contemplated, Circus will own 90% of the                   
resort, with a partner contributing land (up to 500 acres) in                   
exchange for the remaining 10% interest.                                        

The Company has formed a joint venture with the Detroit-based                   
Atwater Casino Group, comprised of numerous Detroit-area                        
business, education, civic and community leaders.  Circus will                  
own a 45% equity interest in the proposed project and receive a                 
management fee.  On November 21, 1997, the joint venture was                    
selected to be one of three groups permitted to negotiate a                     
development agreement with the city, and its development                        
agreement was approved by the city council on April 9, 1998.  The               
joint venture's ability to proceed with the proposed project is                 
contingent upon the receipt of all necessary gaming approvals and               
satisfaction of other customary conditions.  The joint venture is               
planning a $600 million project, of which the Company would be                  
required to contribute 20% in equity, with the balance provided                 
through project-specific financing.  If the Company proceeds with               
the project, it will guarantee completion of the facility and                   
will be required to give a keep-well guarantee, pursuant to which               
the Company would contribute additional funds, if and as needed,                
to continue operations of the project for a period of two years.                

The Company has entered into an agreement with Mirage Resorts to                
participate in the development of a site located in the Marina                  
District of Atlantic City, New Jersey.  As reported by Mirage,                  
the site consists of 181 acres, of which about 125 acres are                    
developable.  The site is the subject of an agreement between                   
Mirage and Atlantic City which provides (as reported by Mirage)                 
that the city will convey the site to Mirage in exchange for                    
Mirage's agreeing to develop a hotel/casino thereon and to                      
undertake certain other obligations.                                            

On January 8, 1998, the City of Atlantic City transferred title                 
to the land to a subsidiary of Mirage.  Shortly thereafter,                     
Mirage purported to cancel its agreement with the Company, and                  
filed suit to have the agreement declared invalid.  The Company                 
has filed its own suit against Mirage seeking, among other                      
things, to enforce the agreement.  The Company and Mirage are                   
engaged in settlement discussions to resolve this dispute.                      
However, there can be no assurances as to when or whether a                     
settlement will be reached or whether the Company will prevail in               
the litigation.  In any event, various governmental permits                     
required for the development of the site have not yet been                      
received.                                                                       

Additionally, as reported by Mirage, an existing Atlantic City                  
hotel/casino operator and others have filed various lawsuits                    
which seek to prevent Mirage's acquisition of the site and                      
construction of road improvements to the site.  These lawsuits                  
have the potential to delay or prevent the Company's acquisition                
of a portion of the site from Mirage and development of a                       
hotel/casino.   Moreover, in order to proceed, the Company must                 
obtain the requisite gaming and other approvals (including                      
various governmental permits required for the development of the                
site) and licenses in New Jersey and various other jurisdictions.               
While the Company and a wholly owned subsidiary have initiated                  
the gaming application process, based upon the contingencies and                
impediments to this project, there can be no assurances as to                   
whether or when the Company will proceed with the development of                
a hotel/casino on the Atlantic City site or the magnitude of the                
Company's investment in any such project.                                       

Other Matters                                                                   

The Company believes that, through a combination of its credit                  
facility, operating cash flows and ability to raise additional                  
funds through debt or equity markets, it has sufficient capital                 
resources to meet all of its existing cash obligations and fund                 
its commitments on the projects underway.                                       

Forward-Looking Statements                                                      

Certain information included in this report and other materials                 
filed or to be filed by the Company with the Securities and                     
Exchange Commission (as well as information included in oral                    
statements or written statements made or to be made by the                      
Company) contains statements that are forward-looking within the                
meaning of Section 27A of the Securities Act of 1933, as amended,               
and Section 21E of the Securities Exchange Act of 1934, as                      
amended.  Such statements include information relating to current               
expansion projects, plans for future expansion projects and other               
business development activities as well as other capital                        
spending, financing sources and the effects of regulation                       
(including gaming and tax regulation) and competition.  Such                    
forward-looking information involves important risks and                        
uncertainties that could significantly affect anticipated results               
in the future and, accordingly, such results may differ from                    
those expressed in any forward-looking statements made by or on                 
behalf of the Company.  These risks and uncertainties include,                  
but are not limited to, those relating to development and                       
construction activities, dependence on existing management,                     
leverage and debt service (including sensitivity to fluctuations                
in interest rates), domestic or global economic conditions,                     
changes in federal or state tax laws or the administration of                   
such laws, changes in gaming laws or regulations (including the                 
legalization of gaming in certain jurisdictions) and applications               
for licenses and approvals under applicable laws and regulations                
(including gaming laws and regulations).                                        

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES          

Item 3.   Quantitative and Qualitative Disclosures About Market                 
Risks                                                       

As of April 30, 1998 there were no material changes to the                      
information incorporated by reference in Item 7A of the Company's               
Form 10-K for the fiscal year ended January 31, 1998.                           

PART II. OTHER INFORMATION                                                      

Item 6.   Exhibits and Reports on Form 8-K.                                     

(a)  The exhibits filed as part of this report are listed on          
the Index to Exhibits accompanying this report.                                 

(b)  Reports on Form 8-K.  No report on Form 8-K was filed            
during the period covered by this report.                                       

SIGNATURES              

Pursuant to the requirements 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.
            (Registrant)

Date:  June 12, 1998           By GLENN SCHAEFFER                               
   Glenn Schaeffer
              President, Chief Financial
         Officer and Treasurer

INDEX TO EXHIBITS             

Exhibit                                                                         
No.                        Description                                      

4(a).     Amendment No. 2 to the $2.0 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.                         

27.       Financial Data Schedule for the three months ended                    
April 30, 1998 as required under EDGAR.                     

                    Exhibit 4(a)

AMENDMENT NO. 2       

This Amendment No. 2 to Loan Agreement dated as of May  15 ,          
1998 is executed with reference to the Amended and Restated Loan                
Agreement dated as of May 23, 1997 among Circus Circus                          
Enterprises, Inc., a Nevada corporation, the Banks, Managing                    
Agents, as Co-Agents, and Lead Managers named therein, and Bank                 
of America National Trust and Savings Association, as Issuing                   
Bank and Administrative Agent.  The aforementioned Loan Agreement               
has previously been amended by an Amendment No. 1 thereto dated                 
as of October 3, 1997 (as so amended, the  Loan Agreement ).                    
Terms defined in the Loan Agreement are used herein with the same               
meanings.                                                                       

The parties hereto agree to amend the Loan Agreement as               
follows:                                                                        

1.   Additional Definitions. Section 1.1 of the Loan                  
Agreement is hereby amended to add the following to the list of                 
terms defined therein:                                                          

"Average Daily Senior Debt" means, as of the last day       
of each Fiscal Quarter, the average daily principal amount            
of Total Debt minus Subordinated Debt during the calendar             
month ending on such date.                                            

"Senior Debt Ratio" means, as of the last day of any        
Fiscal Quarter, the ratio of (a) Average Daily Senior Debt            
on that date, to (b) the greater of (i) Adjusted EBITDA for           
the four Fiscal Quarter period ending on that date, or (ii)           
four times Adjusted EBITDA for the Fiscal Quarter ending on           
that date.                                                            

2.    Revised Leverage Requirements.  Section 6.11 of the             
Loan Agreement is hereby amended to read in full as follows:                    

"6.11 Leverage Ratios.                                                

(a)  Permit the Senior Debt Ratio to exceed, as of the      
last day of any Fiscal Quarter described below, the maximum           
ratio set forth opposite that Fiscal Quarter:                         

Fiscal Quarters Ending             Maximum Senior Debt Ratio          

Closing Date through April 30, 1998          5.00:1.00                

July 31, 1998  through April 30, 1999        4.50:1.00                

July 31, 1999 through January 31, 2000       3.75:1.00                

April 30, 2000 through January 31, 2002      3.50:1.00                

Thereafter                                   3.00:1.00; or            

(b)  Permit the Total Debt Ratio to exceed, as of the       
last day of any Fiscal Quarter described below, the maximum           
ratio set forth opposite that Fiscal Quarter:                         

Fiscal Quarters Ending              Maximum Total Debt Ratio          

Closing Date through April 30, 1998          5.00:1.00                

July 31, 1998                                5.75:1.00                

October 31, 1998 through April 30, 1999      6.00:1.00                

July 31, 1999 through January 31, 2001       4.75:1.00                

April 30, 2001 through January 31, 2002      4.50:1.00                

Thereafter                                   4.00:1.00."              

3.   Treatment of Certain Preferred Stock.  The Banks hereby          
acknowledge and agree that preferred stock or similar instruments               
hereafter issued by Borrower or its Subsidiaries which is not                   
properly classified as indebtedness under Generally Accepted                    
Accounting Principles shall not be included in Total Debt for the               
purpose of computing the Senior Debt Ratio and the Total Debt                   
Ratio.                                                                          

4.   Excess Leverage Fee.   With respect to each Fiscal               
Quarter ending following the date of this Amendment for which the               
Total Debt Ratio is in excess of 5.00 to 1.00, Borrower hereby                  
agrees to pay to the Banks (ratably in accordance with their Pro                
Rata Shares through the Administrative Agent) an excess leverage                
fee equal to (a) 2.5 basis points times (b) the average daily                   
principal amount of the Loans.  Borrower shall pay this fee on                  
the date which is 60 days following the last day of each such                   
Fiscal Quarter and its obligation to pay this fee shall survive                 
any intervening repayment of the Obligations or termination of                  
the Commitment.                                                                 

5.   Conditions Precedent.  As conditions precedent to the            
effectiveness of this Amendment, the Administrative Agent shall                 
have received executed counterparts of this Amendment from                      
Borrower, consented to be each Subsidiary Guarantor, and consents               
hereto from Banks comprising at least the Requisite Banks.                      

6.   Counterparts.  This Amendment may be executed in                 
counterparts in accordance with Section 11.7 of the Loan                        
Agreement.                                                                      

7.   Confirmation.  In all other respects, the Loan                   
Agreement is confirmed.                                                         

IN WITNESS WHEREOF, the parties hereto have executed this             
Amendment as of the date first written above by their duly                      
authorized representatives.                                                     

 CIRCUS CIRCUS ENTERPRISES, INC.

By:     GLENN SCHAEFFER       

Title:  PRESIDENT             

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,      
as Administrative Agent       

By:      JANICE HAMMOND       

Title:   VICE PRESIDENT       

The undersigned Subsidiaries of Borrower hereby consent to                      
the execution, delivery and performance of the foregoing                        
amendment, and reaffirm the Subsidiary Guaranty.                                

CIRCUS CIRCUS CASINOS, INC., a Nevada corporation                               
CIRCUS CIRCUS MISSISSIPPI, INC., a Mississippi corporation                      
COLORADO BELLE CORP., a Nevada corporation                                      
EDGEWATER HOTEL CORPORATION, a Nevada  corporation                              
GALLEON, INC., a Nevada corporation                                             
NEW CASTLE CORP., a Nevada corporation                                          
RAMPARTS, INC., a Nevada corporation                                            
SLOTS-A-FUN, INC., a Nevada corporation                                         

By:    GLENN SCHAEFFER                                                          
Glenn Schaeffer, as President of the foregoing                    

CIRCUS CIRCUS DEVELOPMENT CORP., a Nevada corporation                           
LAST CHANCE INVESTMENTS, INCORPORATED, a Nevada corporation                     

By:   WILLIAM A. RICHARDSON                                                     
William A. Richardson, as President of the foregoing                

DIAMOND GOLD, INC., a Nevada corporation                                        
OASIS DEVELOPMENT COMPANY, INC., a Nevada corporation                           

By:   PETER A. SIMON                                                            
Peter A. Simon, as President of the foregoing                       

GOLD STRIKE INVESTMENTS, INCORPORATED, a Nevada corporation                     

By:   DAVID R. BELDING                                                          
David R. Belding, as President                                      

M.S.E. INVESTMENTS, INCORPORATED, a Nevada corporation                          

By:   MICHAEL S. ENSIGN                                                         
Michael S. Ensign, as President                                     

PINKLESS, INC., a Nevada corporation                                            

By:   YVETTE E. LANDAU                                                          
Yvette E. Landau, as Secretary                                      

RAILROAD PASS INVESTMENT GROUP, a Nevada partnership                            
JEAN DEVELOPMENT COMPANY, a Nevada partnership                                  
JEAN DEVELOPMENT WEST, a Nevada partnership                                     
NEVADA LANDING PARTNERSHIP, an Illinois partnership                             
GOLD STRIKE L.V., a Nevada partnership                                          
JEAN DEVELOPMENT NORTH, a Nevada partnership                                    
LAKEVIEW GAMING PARTNERSHIPS JOINT VENTURE, a Nevada partnership                

By:  Railroad Pass Investment Group general partner of each               
of the foregoing                                        

By:  M.S.E. Investments, Incorporated                           
Its: general partner                                            

By:      MICHAEL S. ENSIGN                                      
Michael S. Ensign, President                  

CONSENT OF BANK       

This Consent of Bank is delivered with reference to the         
Amended and Restated Loan Agreement dated as of May 23, 1997                
among Circus Circus Enterprises, Inc., a Nevada corporation,                
the Banks, Co-Agents, Managing Agents and Lead Managers                     
referred to therein, and Bank of America National Trust and                 
Savings Association, as Issuing Bank and Administrative Agent               
(as amended, the  Loan Agreement ).  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. 2 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       
    [Typed/Printed Name of Bank]

By: JON VARNELL         

            JON VARNELL, MANAGING DIRECTOR
      [Typed/Printed Name and Title]

         By: _____________________________

         _________________________________
      [Typed/Printed Name and Title]

         Dated:     May 15          , 1998

Dates Referenced Herein   and   Documents Incorporated by Reference

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		7/31/98		3					10-Q
Filed on:		6/15/98
		6/12/98		3
For Period End:		4/30/98		1		3			10-K
		4/9/98		3
		3/31/98		1
		1/31/98		1		3			10-K,  10-K/A
		1/8/98		3
		12/15/97		1					10-Q
		11/21/97		3
		10/3/97		3
		5/23/97		3
		4/30/97		1		2			10-Q,  10-Q/A
		3/31/97		1
		1/29/96		1					8-K,  SC 13G
		8/15/94		1					8-K
		7/14/94		1
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