Mandalay Resort Group – ‘10-Q’ for 7/31/97

As of:  Monday, 9/15/97   ·   For:  7/31/97   ·   Accession #:  725549-97-10   ·   File #:  1-08570

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Quarterly Report   —   Form 10-Q
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      25±   106K 
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10-Q   —   Quarterly Report
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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      July 31, 1997                               

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 August 31, 1997
Common Stock, $.01-2/3 par value                 95,051,783 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            
July 31, 1997 (Unaudited) and January 31,           
   1997.........................................       3-4

Condensed Consolidated Statements of Income         
(Unaudited) for the Three and Six Months            
   Ended July 31, 1997 and 1996.................         5

Condensed Consolidated Statements of Cash           
Flows (Unaudited) for the Six Months Ended          
   July 31, 1997 and 1996.......................       6-7

Notes to Condensed Consolidated Financial           
   Statements (Unaudited).......................      8-18

Item 2.  Management's Discussion and Analysis of Fi-                  
   nancial Condition and Results of Operations..     19-28

Part II. OTHER INFORMATION                                         29           

Part I.  FINANCIAL INFORMATION                                                  

Item 1.  Financial Statements                                                   

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

ASSETS      
                                         July 31,      January 31,
                                       1997           1997
                         (Unaudited)
CURRENT ASSETS:                                                                 

Cash and cash equivalents................     $ 76,130     $ 69,516       

Receivables..............................       27,020       34,434       

Inventories..............................       21,351       19,371       

Prepaid expenses and other...............       28,694       28,528       

Total current assets................      153,195      151,849  

PROPERTY, EQUIPMENT AND LEASEHOLD INTERESTS,                                    
at cost, less accumulated depreciation                                    
and amortization of $580,466 and $526,902                                 
respectively.............................    2,166,765    1,920,032       

EXCESS OF PURCHASE PRICE OVER FAIR MARKET                                       
value of net assets acquired, net........      380,479      385,583       

NOTES RECEIVABLE............................       36,301       36,443          

INVESTMENTS IN UNCONSOLIDATED AFFILIATES....      234,138      214,123          

OTHER ASSETS................................       24,892       21,081          

Total Assets.........................   $2,995,770   $2,729,111   

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    

                                                     July 31,    January 31,
                                                   1997         1997
                                       (Unaudited)
CURRENT LIABILITIES:                                                            

Current portion of long-term debt................  $  3,008     $    379

Accounts payable - trade ........................    23,696       22,658

Accounts payable - construction..................    33,597       21,144

Accrued liabilities .............................    98,560       85,587

       Total current liabilities ................   158,861      129,768

LONG-TERM DEBT ...................................... 1,580,953    1,405,897    

DEFERRED INCOME TAX .................................   157,816      152,635    

OTHER LONG-TERM LIABILITIES .........................     5,172        6,439    

       Total liabilities ........................ 1,902,802    1,694,739

REDEEMABLE PREFERRED STOCK...........................         -       17,631    

TEMPORARY EQUITY ....................................         -       44,950    

STOCKHOLDERS' EQUITY:                                                           

Common stock, $.01-2/3 par value                                        
Authorized - 450,000,000 shares                                     
  Issued - 113,594,008 and 112,808,337 shares ...     1,893        1,880

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

Additional paid-in capital ......................   556,373      498,893

Retained earnings ............................... 1,046,340      984,363

Treasury stock (18,542,225 and 18,749,209 shares),                      
   at cost........................................  (511,638)    (513,345)

       Total stockholders' equity ............... 1,092,968      971,791

Total Liabilities and                                     
         Stockholders' Equity .................. $2,995,770   $2,729,111

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             Six Months
                                    Ended July 31,          Ended July 31,
REVENUES:                             1997       1996         1997       1996   
Casino ......................... $158,642   $167,853    $ 319,237   $343,031
Rooms ..........................   79,608     71,093      165,931    148,783
Food and beverage ..............   54,889     55,582      108,854    110,548
Other ..........................   38,584     42,375       72,257     81,837
Earnings of unconsolidated                                                  
  affiliates ...................   26,618     16,393       51,874     36,208
                                  358,341    353,296      718,153    720,407
 Less-complimentary allowances...  (15,049)   (14,490)     (30,763)   (28,716)
                                  343,292    338,806      687,390    691,691
COSTS AND EXPENSES:                                                             
Casino .........................   75,904     75,853      148,382    150,200
Rooms ..........................   31,358     29,503       61,511     58,580
Food and beverage ..............   51,912     53,434       99,931    104,096
Other operating expenses .......   23,513     25,950       43,528     49,382
General and administrative .....   60,846     57,691      115,498    111,536
Depreciation and amortization ..   28,839     24,009       57,183     48,505
Abandonment losses .............        -     40,103            -     48,309
                                  272,372    306,543      526,033    570,608

OPERATING PROFIT BEFORE CORPORATE                                               
EXPENSE ........................   70,920     32,263      161,357    121,083

CORPORATE EXPENSE ................    8,173      7,613       15,972     15,136  

INCOME FROM OPERATIONS ...........   62,747     24,650      145,385    105,947  

OTHER INCOME (EXPENSE):                                                         
Interest, dividend and                                                      
  other income .................      551      1,479        1,447      2,646
Interest income and guarantee                                               
fees from unconsolidated                                                
  affiliate ....................    1,662      1,745        3,388      3,343
 Interest expense ...............  (22,049)   (11,439)     (43,716)   (23,573)
Interest expense from                                                       
   unconsolidated affiliates ....   (4,035)    (3,554)      (8,261)    (6,097)
                                   (23,871)   (11,769)     (47,142)   (23,681)
INCOME BEFORE PROVISION FOR                                                     
INCOME TAX......................   38,876     12,881       98,243     82,266

Provision for income tax .......   14,388      5,572       36,266     31,485

NET INCOME ....................... $ 24,488   $  7,309     $ 61,977   $ 50,781  

EARNINGS PER SHARE................ $    .26   $    .07     $    .65   $    .49  

 Average shares outstanding ..  95,015,728 103,896,790  94,809,607 103,510,964

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)       
                                              Six Months
                                              Ended July 31,
                                             1997       1996
CASH FLOWS FROM OPERATING ACTIVITIES:                                           
Net income                                         $ 61,977   $ 50,781      
Adjustments to reconcile net income to net                                  
cash provided by operating activities:                                  
Depreciation and amortization                     62,833     52,060   
(Gain) loss on disposition of fixed assets          (202)    47,126   
(Increase) decrease in other current assets        5,268     (2,123)  
Increase in other noncurrent assets               (3,743)    (3,305)  
Increase (decrease) in interest payable            6,608       (940)  
Increase (decrease) in other current liabilities   7,402    (10,372)  
Increase in deferred income tax                    5,181      7,393   
Decrease in other noncurrent liabilities             (33)       (33)  
Unconsolidated affiliates' earnings in                                
excess of distributions                        (18,137)    (2,573)
  Total adjustments                            65,177     87,233

  Net cash provided by operating activities   127,154    138,014

CASH FLOWS FROM INVESTING ACTIVITIES:                                           
Capital expenditures                               (302,841)  (160,638)     
Increase in construction payable                     12,453      6,896      
Increase in investments in unconsolidated                                   
affiliates                                         (2,085)   (39,154)   
(Increase) decrease in notes receivable                 142     (9,021)     
Proceeds from sale of equipment and other assets        328      2,368      
Other                                                     -     (1,273)     

   Net cash used in investing activities      (292,003)  (200,822)

CASH FLOWS FROM FINANCING ACTIVITIES:                                           
Proceeds from issuance of senior notes                    -    199,562      
Net effect on cash of issuances and payments                                
of debt with original maturities of                                     
three months or less                              430,808   (140,043)   
Issuances of debt with original maturities                                  
in excess of three months                          14,287        644    
Principal payments of debt with original                                    
maturities in excess of three months             (267,476)   (17,128)   
Exercise of stock options and warrants                5,794     16,231      
Purchases of treasury stock                          (1,300)         -      
Other                                               (10,650)      (425)     

  Net cash provided by financing activities   171,463     58,841

Net increase (decrease) in cash and cash equivalents    6,614     (3,967)       
Cash and cash equivalents at beginning of period       69,516     62,704        
Cash and cash equivalents at end of period           $ 76,130   $ 58,737        

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

                                              Six Months
                                              Ended July 31,
                                               1997       1996

SUPPLEMENTAL CASH FLOW DISCLOSURES                                              
Cash paid during the period for:                                                
Interest (net of amount capitalized)               $ 35,733  $  23,380      
Income tax                                         $ 37,270  $  47,040      

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 and six months ended July 31, 1997               
and 1996 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 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 and                  
six month periods 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 and six months ended July 31, 1996 to                  
conform to the financial statement presentation for the three and               
six months ended July 31, 1997.  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, 1997.                                                                       

(2)  Long-term debt -                                                           

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

                            July 31,   January 31,
                         1997         1997
             (Unaudited)
Amounts due under corporate                                           
debt program at floating                                          
interest rates, weighted                                          
average of 5.9% and 5.6%           $741,872     $501,191          
6.45% Senior Notes due 2006                                           
(net of unamortized discount                                      
of $374 and $396)                   199,626      199,604          
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 $95 and $103)           149,905      149,897          
7.0% Debentures due 2036                                              
(net of unamortized                                               
discount of $153 and $160)          149,847      149,840          
6.70% Debentures due 2096                                             
(net of unamortized discount                                      
of $303 and $327)                  149,697      149,673         
10-5/8% Senior Subordinated Notes                                     
due 1997 (net of unamortized                                      
discount of $7)                           -       99,993          
Amounts due under bank credit                                         
agreement at floating interest                                    
rates, weighted average of 6.0%      30,000            -          
Other notes                            13,014        6,078            
                        1,583,961    1,406,276
Less - current portion                 (3,008)        (379)           

                       $1,580,953   $1,405,897

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                     

(2)  Long-term debt (continued) -                                               

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                
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 total debt and new venture               
capital expenditures and investments.  The Facility is for                      
general corporate purposes.  The Company incurs commitment fees                 
(currently 15 basis points) on the unused portion of the                        
Facility.  As of July 31, 1997, the Company had $30 million                     
outstanding under the Facility.  At such date, the Company also                 
had $741.9 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.                                               

(2)  Long-term debt (continued) -                                               

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

In June 1990, the Company issued $100 million principal               
amount of 10-5/8% Senior Subordinated Notes (the "10-5/8%                       
Notes").  The 10-5/8% Notes were redeemed at maturity in June                   
1997.                                                                           

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                   

(2)  Long-term debt (continued) -                                               

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                    
Company has interest rate swap agreements under which it pays a                 
fixed interest rate (weighted average of approximately 8.6%) and                
receives a variable interest rate (weighted average of                          
approximately 5.8% at July 31, 1997) on $79 million notional                    
amount of "initial" swaps, and pays a variable interest rate of                 
approximately 5.8% at July 31, 1997, 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 July 31, 1997, was approximately 1.4% on                 
the total notional amount of the swaps.  One of the initial swaps               
provides for quarterly reductions in the notional amount of up to               
$1 million.  This swap has a current notional amount of $24.5                   
million, but declines to $22.5 million by its termination date in               
fiscal 1999.  Excluding this swap, the initial swaps have the                   
following termination dates:  $29.5 million in fiscal 1999 and                  
$25 million in fiscal 2000.  The reversing swap expires in fiscal               
2002.                                                                           

As of July 31, 1997, under its most restrictive loan                  
covenants, the Company was restricted as to the purchase of its                 
own capital stock in excess of $516 million and was restricted                  
from issuing additional debt in excess of approximately $437                    
million.                                                                        

(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.                                                

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(3)  Stock options (continued) -                                                

Summarized information for stock option plans is as follows:                    

                        Six Months Ended
                         July 31, 1997

                                    Weighted
                                     Average
                                    Exercise
                       Options         Price

Outstanding at beginning of period..    7,150,060       $25.38                  
Granted.............................      150,000        25.06                  
Exercised...........................     (279,905)       21.13                  
Cancelled...........................      (90,800)       31.72                  
Outstanding at end of period........    6,929,355       $25.46                  

Options exercisable at end of period    4,740,000       $24.34                  
Options available for grant at end                                              
of period.........................    2,302,150                             

(4)  Stock rights -                                                             

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                

(4)  Stock rights (continued) -                                                 

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                 
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.                                                                   

(5)  Share repurchases -                                                        

During the six months ended July 31, 1997, the Company                
repurchased 38,486 shares of its common stock at a cost of $1.3                 
million.                                                                        

During the second quarter, 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.                                               

(6)  Redeemable preferred stock -                                               

In connection with the acquisition of Gold Strike Resorts,            
New Way, Inc., a wholly owned subsidiary of the Company, issued                 
1,069,926 shares of $10.00 Cumulative Preferred Stock.  Of the                  
preferred shares issued, 866,640 were issued to another wholly                  
owned subsidiary of the Company.   During the year ended January                
31, 1997, the Company purchased 9,864 shares of the preferred                   
stock for $1.3 million.  The price paid by the Company was based                
on the trading price of the Company's common stock prior to the                 
transaction.  On February 26, 1997, New Way, Inc. merged into                   
another subsidiary of the Company and the remaining preferred                   
stock was converted into 754,666 shares of common stock.                        

(7)  Preferred stock -                                                          

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.                                                                         

(8)  Earnings per share -                                                       

Earnings per share is computed by dividing net income by the          
weighted average number of common shares outstanding during the                 
period.  Outstanding stock options and exchangeable preferred                   
stock are not included in earnings per share computations since                 
their assumed exercise or conversion would not have a material                  
dilutive effect.                                                                

In February 1997, the Financial Accounting Standards Board            
issued Statement of Financial Accounting Standards No. 128 -                    
Earning Per Share ("SFAS 128").  SFAS 128 is effective for                      
periods ending after December 15, 1997 and replaces currently                   
reported earnings per share with "basic", or undiluted, earnings                
per share and "diluted" earnings per share.  Basic earnings per                 
share is computed as detailed above, while diluted earnings per                 
share reflects the additional dilution for all potentially                      
dilutive securities, such as stock options.                                     

The Company will adopt the provisions of SFAS 128 in its              
fiscal 1998 annual financial statements, and all previously                     
reported earnings per share amounts will be restated.  The                      
following table discloses the Company's pro forma earnings per                  
share for the three and six-month periods ended July 31, 1997 and               
1996 as determined in accordance with SFAS 128.                                 

         Three Months           Six Months
           Ended July 31,         Ended July 31,
Earnings per share          1997    1996           1997    1996                 

As reported                 $.26    $.07           $.65    $.49                 
Basic                       $.26    $.07           $.65    $.49                 
Diluted                     $.26    $.07           $.65    $.48                 

(9)  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                             

(9)  Investments in unconsolidated affiliates (continued) -                     

unconsolidated affiliates consist of the following (in                          
thousands):                                                                     
                            July 31,   January 31,
                          1997        1997
             (Unaudited)

Circus and Eldorado Joint Venture (50%)                                         
(Silver Legacy, Reno, Nevada)             $ 60,119     $ 54,269               
Elgin Riverboat Resort (50%)                                                    
(Grand Victoria, Elgin, Illinois)           48,265       51,174               
Victoria Partners (50%)                                                         
(Monte Carlo, Las Vegas, Nevada)           125,754      108,680               
                           $234,138     $214,123

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):                                                                     

                           Six Months Ended June 30,
                           1997         1996

Revenues                                   $329,675     $215,022                
Expenses                                    232,824      146,428                
Operating income                             96,851       68,594                
Net income                                   80,220       52,510                

The results for the six months ended June 30, 1996 include            
the operations of Windsor Casino Limited.  In January 1997, the                 
Company transferred its one-third interest in Windsor Casino                    
Limited to the two remaining shareholders.  Results for the six                 
months ended June 30, 1997 include a full six months of                         
operations of Monte Carlo, which opened June 21, 1996.                          

Included in the above are revenues of the Grand Victoria of           
$125,046 and $120,525 for the six months ended June 30, 1997 and                
1996.  The property's operating margin during those periods was                 
35% and 46%, respectively.                                                      

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(10) Abandonment losses -                                                       

During the six months ended July 31, 1996, the Company wrote          
off $48.3 million of various assets.  These write-offs included                 
the special-effects films at Luxor ($12.0 million) which were                   
replaced by IMAX special-format filmed attractions, structural                  
elements demolished as part of Luxor's remodeling ($12.1                        
million), and fixtures and equipment at Circus Circus-Las Vegas,                
Excalibur and Circus Circus-Tunica replaced in the course of                    
upgrading and expanding those properties ($16.0 million).  The                  
Company also wrote off $8.2 million of costs associated with the                
demolition of a people mover at Circus Circus-Las Vegas and the                 
removal of the Nile River at Luxor.                                             

(11) 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 $220 million bank credit                       
agreement (which amended and restated the joint venture's                       
previous $230 million 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).  As of July 31, 1997, the Company                  
had an outstanding loan to the joint venture in the principal                   
amount of $35.1 million at an interest rate of 10%.                             

In Tunica County, Mississippi, construction continues on a            
1,200-room tower addition to the casino which includes remodeling               
and retheming the property into a more elegant resort, which was                
rechristened Gold Strike Casino Resort effective August 1.  The                 
estimated cost of this expansion is $135 million, with a                        
projected completion date in December 1997.  Through July 31,                   
1997, the Company had incurred $53.0 million for this project.                  

The Company has commenced construction of an entertainment            
megastore of approximately 3,800 rooms on the former site of the                
Hacienda Hotel and Casino.  The new resort, whose working title                 
is Project Paradise, is slated to open late 1998 or early 1999.                 
Project Paradise will feature, as its centerpiece, a 10-acre                    
tropical environment that is expected to contain, among other                   
attractions, a surfing beach with six-foot waves.  Inside,                      
Project Paradise will offer waterfalls, terraced gardens,                       

(11) Commitments and contingent liabilities (continued) -                       

mythical statuary and open-air restaurants set amid beautifully                 
crafted environments, including a swan island.  The cost of                     
Project Paradise is currently estimated at approximately                        
$800-$900 million (excluding land) and as of July 31, 1997,                     
$69.2 million had been incurred for this project.                               

As part of its development of its Masterplan Mile, the                
Company will build a 400-room Four Seasons Hotel as part of the                 
Paradise complex, providing Las Vegas visitors with a luxury                    
"five-star" hospitality experience.  This hotel, which will be                  
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, including the $2.0 billion credit facility, of                   
which approximately $771.9 million was utilized as of July 31,                  
1997.                                                                           

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 July 31, 1997, the Company reported net                   
income of $24.5 million, or $.26 per share, versus $7.3 million,                
or $.07 per share, a year ago.  For the six months, net income                  
was $62.0 million, or $.65 per share, compared to $50.8 million,                
or $.49 per share, in the prior year.                                           

Results in the prior-year second quarter include asset write-offs               
of $40.1 million related to expansion projects, primarily the new               
room towers at Luxor and Circus Circus-Las Vegas, as well as $5.6               
million in preopening expenses related to the June 21, 1996                     
opening of Monte Carlo (50% owned by the Company).  Prior year                  
results for the six months include an additional $8.2 million in                
asset write-offs related to the same expansion projects.                        
Excluding the effect of the above nonrecurring items, earnings                  
for the prior-year second quarter and six months were $.36 and                  
$.83.                                                                           

Revenues                                                                        

Revenues for the Company for the three and six months ended July                
31, 1997 were relatively flat with the prior year.  Luxor, with                 
1,950 new rooms, posted significant revenue increases in both                   
periods, up $17.2 million, or 30%, in the quarter and $26.9                     
million, or 23%, for the six months, though it was comparing                    
against prior-year periods when the property experienced                        
significant construction disruption, primarily in the second                    
quarter.  Likewise, Circus Circus-Las Vegas posted revenue                      
increases of $2.3 million, or 4%, and $6.2 million, or 6%, for                  
the three and six months due to 1,000 additional rooms which                    
opened late last year, though it too was comparing against                      
disrupted prior year periods.  Monte Carlo was also a significant               
contributor to revenues, generating an additional $5.1 million in               
revenue in the second quarter and $14.6 million in the six months               
compared against partial periods last year. (For accounting                     
purposes, the Company's share of the operating income of joint                  
ventures is reflected as revenue in Earnings of Unconsolidated                  
Affiliates.)                                                                    

The above increases were largely offset by the closure of the                   
Hacienda Hotel and Casino, which posted total revenues of $11.5                 
million in last year's second quarter, and $27.0 million for the                
six months.  That property was demolished December 31, 1996 to                  

make way for Project Paradise, a new megaresort adjacent to                     
Luxor.  Meanwhile, Excalibur's revenues declined $6.9 million, or               
make way for Project Paradise, a new megaresort adjacent to                     
9%, in the quarter and $12.1 million, or 8%, year-to-date, as                   
that property faced significant competition from New York-New                   
York (which opened January 3, 1997), Monte Carlo and the expanded               
Luxor, as well as comparing against a record prior year.                        
Revenues at Circus Circus-Tunica decreased 28% in both the three                
and six month periods, as it experienced significant construction               
disruption as part of its $135 million expansion.  See Financial                
Position and Capital Resources for more detail regarding Project                
Paradise and the Tunica expansion.                                              

Operating Income (excluding nonrecurring items)                                 

For the quarter and six months ended July 31, 1997, income from                 
operations declined $7.6 million, or 11%, and $14.5 million, or                 
9%, from the same periods a year ago.  Depreciation was a                       
principal factor, rising $5.9 million in the quarter and $10.8                  
million in the six months.  The additional depreciation related                 
primarily to the expansion projects at Luxor and Circus Circus-                 
Las Vegas completed in the prior year.  The Company's composite                 
operating margin was 18.3% and 21.2% for the three and six months               
ended July 31, 1997 versus 20.4% and 22.9% for the comparable                   
periods in the prior year.  A discussion of operating results by                
market follows.                                                                 

Las Vegas                                                                       

The Company's Las Vegas properties posted overall increases in                  
operating income of $3.8 million, or 10%, and $6.7 million, or                  
7%, for the three and six month periods compared to the same                    
periods a year ago.  The increases were attributable primarily to               
Monte Carlo (a 50% owned joint venture which opened June 21,                    
1996), which generated increases in operating income of $5.1                    
million and $14.5 million in the three and six months compared to               
the prior year.  Overall, the Las Vegas market has been slow to                 
absorb recent room expansions, which has negatively affected room               
and occupancy rates at the Company's properties, particularly                   
Luxor.                                                                          

Operating income at Luxor improved $1.3 million, or 14%, in the                 
quarter and $4.1 million, or 17%, for the six months due largely                
to 1,950 new rooms which were placed in service late last year.                 
This property also underwent substantial remodeling last year,                  
which was significantly disruptive to prior-year results, and                   
certain elements of this remodeling have continued into the                     
current year.  The new 1,200-seat showroom opened September 10                  
with the debut of Imagine, A Theatrical Odyssey.  Construction is               
continuing on a microbrewery and night club which will open later               
this year, as well as the remodeling of the attractions level.                  
The Company believes that this continued construction has had a                 
disruptive effect on operations, though not on the scale suffered               
in the prior year.  Furthermore, the Company believes that due to               
the continued phase-in of the remodeling, improvements in                       
operating results at this property are likely to occur gradually.               

At Excalibur, operating income was down $6.5 million, or 30%, in                
the second quarter, while year-to-date operating income was down                
$10.8 million, or 22%, compared to the same periods last year.                  
Results at Excalibur have been adversely affected by new                        
competition, particularly from the nearby New York-New York                     
(opened January 3, 1997) and Monte Carlo, but also from the                     
adjacent Luxor, which has been significantly expanded and                       
remodeled.                                                                      

Meanwhile, operating income at Circus Circus-Las Vegas declined                 
5% and 6% in the three and six month periods compared to a year                 
ago.  Despite having 1,000 new rooms in operation at virtually                  
100% occupancy for the quarter and six months, the Company                      
believes that many of its new customers are spending a portion of               
their time visiting the newer megaresorts on the south end of the               
Las Vegas Strip.  Furthermore, the Company believes that a number               
of the guests staying in the new hotel rooms represent former                   
"walk-in" customers who were already established as gaming                      
customers.                                                                      

Reno                                                                            

In Reno, the Company's combined operating income increased $3.2                 
million, or 38%, in the second quarter and $5.2 million, or 38%,                
in the six months versus the same periods last year.  Strong                    
results at Silver Legacy (50% owned by the Company) accounted for               
the increases, as results at Circus Circus-Reno were relatively                 
flat with the prior year, despite a disruptive remodeling of the                
casino.  This market has benefited from the presence of the                     
women's national bowling tournament this year, which commenced in               
March and concluded in July.                                                    

Laughlin                                                                        

In Laughlin, the Colorado Belle and the Edgewater posted                        
combined decreases in operating income of $1.2 million, or 24%,                 
and $3.9 million, or 24%, for the second quarter and six months                 
ended July 31, 1997 versus the previous year.  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 the                          
rechristened Gold Strike Casino Resort declined significantly,                  
down more than 50% in both the three and six month periods, due                 
primarily to disruption from the ongoing $135 million expansion.                
This expansion project includes a 1,200-room hotel tower (the                   
property currently has no rooms) and extensive rethemeing of the                
property into a more elegant resort.  The remodeling of the                     
casino was completed by the Labor Day weekend, while the new                    
hotel tower is in the latter stages of construction and is                      
expected to open in December.                                                   

Results at the Grand Victoria (a 50% owned riverboat casino in                  
Elgin, Illinois) reflected decreases of $1.6 million and $4.7                   
million in the Company's share of operating income for the three                
and six months.  These decreases were due entirely to a full                    
second quarter's contribution to a 20% profit sharing arrangement               
with public entities in the city and county that began in June                  
1996.                                                                           

Interest Expense                                                                

For the three and six months ended July 31, 1997, interest                      
expense (excluding joint venture interest expense) increased                    
$10.6 million and $20.1 million versus the prior year.  The                     
increase was due principally to higher average borrowings related               
to various construction projects (primarily the new rooms and                   
improvements at Luxor and Circus Circus-Las Vegas completed in                  
the prior year, and the ongoing construction of Project Paradise                
and the hotel tower in Tunica) and the repurchase of $341.8                     
million of Circus' common stock in the third and fourth quarters                
last year.  To date, the share repurchase has had no effect on                  
earnings per share.  Average borrowings were approximately $1.5                 
billion and $1.4 billion for the current quarter and six months,                
compared against $709 million and $706 million for the same                     
periods last year.  Capitalized interest was $4.9 million and                   
$8.5 million for the quarter and six months ended July 31, 1997                 
versus $3.6 million and $6.5 million in the year-ago periods.                   
Long-term debt at July 31, 1997 stood at $1.6 billion compared to               
$759 million at July 31, 1996.                                                  

The Company also recorded interest expense related to joint                     
venture projects of $4.0 million and $8.3 million in the quarter                
and six months ended July 31, 1997 compared to $3.6 million and                 
$6.1 million in the previous year.  This reflects the Company's                 
50% share of the interest expense of Silver Legacy and Monte                    
Carlo (which opened June 21, 1996).                                             

Income Tax                                                                      

For the three and six months ended July 31, 1997, the Company's                 
effective tax rate was approximately 37%, compared with 43.3% and               
38.3% for the three and six months ended July 31, 1996.  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.                
The higher rate in the prior year second quarter was attributable               
to the application of the statutory rate of 35% to the asset                    
write-offs reflected in that quarter.                                           

Financial Position and Capital Resources                                        

The Company had cash and cash equivalents of $76.1 million at                   
July 31, 1997, reflecting normal daily operating requirements.                  
The Company's pretax cash flow from operations (before asset                    
write-offs and preopening expenses) was $94.3 million and $208.2                
million for the three and six months ended July 31, 1997 versus                 
$96.2 million and $211.9 million for the same periods last year.                
On the same basis of operations (excluding the effect of the                    
Hacienda Hotel and Casino which ceased operations on December 1,                
1996), cash flow was even with the prior year.  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 has used its current               
year cash flow primarily to fund the construction of Project                    
Paradise, the construction of the new hotel tower in Tunica                     
County, Mississippi and miscellaneous other construction                        
projects.                                                                       

Capital Spending                                                                

Capital expenditures for the quarter and six months ended July                  
31, 1997 were $178.1 million and $302.8 million.  Of these                      
amounts, $49.3 million and $63.2 million related to the                         
construction of Project Paradise, $34.6 million and $46.5 million               
related to the construction and remodeling at the Gold Strike                   
Casino Resort in Tunica County, Mississippi, $37.0 million and                  
$79.5 million related to the remaining elements of the Luxor                    
expansion, $13.1 million and $19.6 million related to various                   
renovation projects at Excalibur (primarily the casino floor                    
expansion, wedding chapel and meeting rooms), $9.3 million and                  
$16.4 million related to remodeling the casino at Circus Circus-                
Reno, $6.5 million and $10.4 million related to the remaining                   
tower rooms being remodeled at Circus Circus-Las Vegas, and $5.1                
million and $9.0 million related to the addition of a                           
microbrewery at the Colorado Belle.                                             

Credit Facility                                                                 

On May 23, 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).  As of July 31, 1997, Circus had utilized $772                     
million under the facility.                                                     

Joint Ventures                                                                  

The Company holds a 50% interest in and manages a joint venture                 
(with Mirage Resorts) which developed and operates Monte Carlo, a               
major destination resort that opened June 21, 1996 on the Las                   
Vegas Strip.  Monte Carlo features 3,002 rooms and a 90,000-                    
square-foot casino, with a palatial style reminiscent of the                    
Belle Epoque, the French architecture of the late 19th century.                 
This project had a total cost of approximately $350 million,                    
including land and capitalized interest.  The Company's equity                  
contribution was $87.9 million, all of which had been funded as                 
of July 31, 1997.                                                               

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 $220 million bank credit                       
agreement (which amended and restated the joint venture's                       
previous $230 million 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).  As of July 31, 1997, the Company                  
also had outstanding loans to the joint venture in the principal                
amount of $35.1 million.                                                        

New Projects                                                                    

The Company has commenced construction on an entertainment                      
megastore of approximately 3,800 rooms on the former site of the                
Hacienda Hotel and Casino.  The new resort, whose working title                 
is Project Paradise, is slated to open in late 1998 or early                    
1999.  Project Paradise will feature, as its centerpiece, a 10-                 
acre tropical environment that will contain, among other                        
attractions, a surfing beach with six-foot waves.  Inside,                      
Project Paradise will offer waterfalls, terraced gardens,                       
mythical statuary and open-air restaurants set amid beautifully                 
crafted environments, including a swan island.  The cost of                     
Project Paradise is currently estimated at approximately                        
$800-$900 million (excluding land) and as of July 31, 1997,                     
$69.2 million had been incurred for this project.                               

As part of its development of its Masterplan Mile, the Company                  
will build a 400-room Four Seasons Hotel as part of the Paradise                
complex, providing Las Vegas visitors with a luxury "five-star"                 
hospitality experience.  This hotel, which will be 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.                           

At Luxor, the Company completed construction of two new hotel                   
towers, designed in ziggurat shapes, which added 1,950 rooms to                 
the property, bringing the total rooms base to approximately                    
4,400.  This project also involved substantial remodeling of the                
property's interior spaces, especially the casino and hotel                     
lobby.  The original scope of the remodeling and expansion of                   
Luxor was broadened to include a second hotel lobby, convention                 
space, a redesigned attractions level, a microbrewery, a luxury                 
health spa, a new 1,200-seat showroom, and additional restaurants               
and retail areas.  The additional restaurants and retail areas                  
opened in late summer, while the showroom opened September 10                   
with the debut of Imagine, A Theatrical Odyssey.  The microbrewery              
and night club will open later this year, with the remodeled                    
attractions level completed by fiscal year-end.  The total cost                 
for the expansion is approximately $400 million.                                

In December 1996, the Company completed construction of a 1,000-                
room tower addition at Circus Circus-Las Vegas, which brought the               
total number of rooms at Circus Circus-Las Vegas to approximately               
3,800.  The total cost of the project, which also included a new                
porte cochere, new lobby space, a retail concourse and two new                  
restaurants, plus the refurbishment of all 1,188 rooms in the                   
Skyrise Tower, was approximately $130 million.  The Company is                  
refurbishing the balance of the tower rooms at this property in                 
phases.  This refurbishment, expected to be completed this year,                
is budgeted at approximately $21 million, of which $11.3 million                
had been incurred as of July 31, 1997.                                          

In Tunica County, Mississippi, the Company is constructing a                    
1,200-room tower addition to its casino and remodeling and                      
retheming the property into a more elegant resort.  Effective                   
August 1, the property was rechristened Gold Strike Casino                      
Resort.  The estimated cost of this expansion is $135 million,                  
with a projected completion in December 1997.  Through July 31,                 
1997, the Company had incurred $53.0 million for this project.                  

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 will feature 1,500 rooms and                 
has an estimated cost of $225 million.  The Company anticipates                 
construction to begin after receipt of all customary approvals.                 
As presently contemplated, Circus will own 90% of the project,                  
with a partner contributing land (up to 500 acres) in exchange                  
for the remaining 10%.                                                          

The Company recently completed several other improvement                        
projects.  At Circus Circus-Reno, the Company remodeled the                     
casino at a total cost of approximately $21 million ($18.5                      
million incurred through July 31, 1997), and a microbrewery was                 
added to the Colorado Belle at a total cost of approximately                    
$10.3 million (at July 31, 1997).                                               

The Company has entered into an agreement to form a joint venture               
with the Detroit-based Atwater Casino Group to pursue one of the                
three licenses to be issued to own and operate a casino in                      
Detroit, Michigan.  The Atwater Casino Group is comprised of                    
numerous Detroit-area business, education, civic and community                  
leaders.  Circus would own a 45% equity interest in the proposed                
project and receive a management fee.  The joint venture's                      
ability to proceed with the proposed project is contingent upon                 
selection by the city, negotiation of a development agreement                   
with the city and the receipt of all necessary gaming approvals                 
and other customary conditions.  Recently, the joint venture was                
one of seven (out of 11) groups chosen by the city to proceed to                
the second phase of the selection process.  The city has                        
indicated the selection of the finalists who will proceed to                    
negotiations with the city will be announced in early November.                 
The bidding and licensing process provides that a "preference" be               
granted to the two groups which supported the passage of the                    
proposal permitting casino gaming in Detroit.  Although the joint               
venture believes it holds such a "preference", the recognition of               
a preference is but one of a number of factors that will be                     
considered by the applicable authorities in determining the                     
finalists and issuing gaming licenses.  There is no assurance the               
joint venture will be one of those selected in November or, if                  
selected, as to when or whether the joint venture will ultimately               
be awarded one of the three licenses.                                           

The Company has entered into an agreement with Mirage Resorts,                  
Incorporated to participate in the development of a 150-acre site               
located in the Marina District of Atlantic City.  The agreement                 
provides for the Company to obtain sufficient land for the                      
development of a destination resort and casino of at least 2,000                
rooms, including dramatic public spaces, in an architectural                    
format that conforms to a "masterplan".  While Mirage will act as               
master-developer for the new Marina District, Circus will own its               
land and its resort project, which will connect to Mirage's                     
resort as well as to a joint venture resort to be developed by                  
Boyd Gaming Corporation and Mirage.  Mirage's development of the                
site is subject to the satisfaction of a number of conditions.                  
Accordingly, there can be no assurances as to whether or when                   
Mirage will proceed with its development of the site.  The                      
Company's participation, among other conditions, is subject to                  
Mirage's determination to proceed with development of the site.                 
The Company's ability to proceed is also subject to its obtaining               
the requisite gaming and other approvals and licenses in New                    
Jersey, as well as the approval of the gaming authorities in                    
various other jurisdictions.  While neither the exact extent of a               
potential development nor a starting date for construction can be               
determined at this time, the Company is currently contemplating                 
an investment of approximately $600-$700 million to construct                   
this hotel/casino megaresort.                                                   

The collective bargaining agreement with one of the Company's                   
largest unions expired May 31, 1997.  The agreement has been                    
extended indefinitely as negotiations continue on a new contract.               
The Company does not anticipate any difficulties in renewing the                
contract.                                                                       

The Company believes that it has ample capital resources, through               
its existing bank arrangements and its operating cash flows, to                 
meet all of its existing cash obligations, fund its commitments                 
on the projects enumerated above and opportunistically repurchase               
shares.  The Company believes that additional funds could be                    
raised through debt or equity markets, if necessary.                            

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).                                        

PART II. OTHER INFORMATION                                                      

Item 4.   Submission of Matters to a Vote of Security Holders.                  

The 1997 Annual Meeting of the Company's stockholders was             
held on June 24, 1997.  At the meeting, management's nominees,                  
Michael S. Ensign, Michael D. McKee and Glenn W. Schaeffer, were                
elected to fill the three available positions as Class III                      
directors.  Voting (expressed in number of shares) was as                       
follows:  Mr. Ensign -- 85,045,051 for, 574,712 against or                      
withheld and no abstentions or broker non-votes;  Mr. McKee --                  
85,041,960 for, 577,803 against or withheld and no abstentions or               
broker non-votes; and Mr. Schaeffer -- 85,046,411 for, 573,352                  
against or withheld and no abstentions or broker non-votes.                     

At the meeting, stockholders approved amendments to the               
Company's 1989 and 1993 stock option plans and 1991 stock                       
incentive plan.  The vote on the proposal was as follows:                       
84,147,296 shares for, 1,137,881 shares against or withheld and                 
334,586 abstentions or broker non-votes.                                        

At the meeting, stockholders ratified the appointment of              
Arthur Andersen LLP as the Company's independent auditors to                    
examine and report on its financial statements for the fiscal                   
year ending January 31, 1998, by a vote of 85,273,753 shares for,               
141,718 shares against or withheld and 204,292 abstentions or                   
broker non-votes.                                                               

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:  September 12, 1997      By Clyde T. Turner                               
   Clyde T. Turner
             Chairman of the Board and
           Chief Executive Officer

Date:  September 12, 1997      By Glenn Schaeffer                               
   Glenn Schaeffer
              President, Chief Financial
         Officer and Treasurer

INDEX TO EXHIBITS             

Exhibit                                                                         
No.                        Description                                      

27.       Financial Data Schedule for the six months ended July                 
31, 1997 as required under EDGAR.                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
		2/1/06		1
		7/31/02		1					10-Q
		1/31/98		3					10-K,  10-K/A
		12/15/97		2					10-Q
Filed on:		9/15/97
		9/12/97		3
		8/31/97		1
For Period End:		7/31/97		1		3
		6/30/97		2					11-K/A
		6/24/97		3					DEF 14A
		5/31/97		3
		5/23/97		3
		2/26/97		2
		1/31/97		1		2			10-K,  10-K/A,  SC 13G/A
		1/3/97		3
		12/31/96		3					11-K,  11-K/A
		12/1/96		3
		7/31/96		1		3			10-Q
		6/30/96		2
		6/21/96		2		3			DEF 14A
		1/29/96		1					8-K,  SC 13G
		8/15/94		2					8-K
		7/14/94		2
									List all Filings