content: SECURITIES AND EXCHANGE COMMISSION
  
                            Washington, D.C.  20549
  
  
  
                                                   
  
  
  
                                   FORM 8-K
  
                                CURRENT REPORT
  
                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
  
  
  
  Date of Report (Date of earliest event reported):  January 29, 1996
  
  
                         CIRCUS CIRCUS ENTERPRISES, INC.                 
            (Exact name of Registrant as specified in its charter)
  
  
  
         Nevada                   1-8570                88-0121916       
      (State or other        (Commission file         (IRS Employer
      jurisdiction of             number)           Identification No.)
      incorporation)
  
  
  
            2880 Las Vegas Boulevard South, Las Vegas, Nevada  89109     
                      (Address of principal executive offices)
  
  
  
  Registrant's telephone number, including area code:  702-734-0410
  
  
  
  
  
  
  
  
  
                   INFORMATION TO BE INCLUDED IN THIS REPORT
  
  Item 5.   Other Events.
  
       This report is being filed solely for the purposes of (i)
  reporting the below-described loan agreement, (ii) reporting the
  below-described issuance of debt securities, and (iii) filing the
  documents included as exhibits to this report.
  
       On January 29, 1996, Circus Circus Enterprises, Inc. (the
  "Company") and a group of banks entered into a Loan Agreement, a
  copy of which is included as Exhibit 4(a) to this report (the
  "Loan Agreement") which has a maturity date of December 31, 2000
  and, subject to the terms and conditions of the Loan Agreement,
  provides the Company with an unsecured line of credit in the
  maximum principal amount of $1.5 billion (reducing to $1.2
  billion on December 31, 1999).  The aforementioned maturity date
  and reduction date may each be extended for one year periods with
  the consent of the bank group.  The obligations of the Company
  under the Loan Agreement are guaranteed by the Company's
  principal subsidiaries.  The Loan Agreement replaced the
  Company's $250 million revolving credit facility and its $500
  million reducing revolving credit facility, which were entered
  into on September 30, 1993, as well as a $145 million credit
  agreement assumed by the Company upon its acquisition of Gold
  Strike Resorts in June 1995.
  
       The Company must maintain sufficient borrowing capacity
  under the Loan Agreement to permit it to repay other indebtedness
  from time to time outstanding under its corporate debt program. 
  The Company also intends to utilize the borrowing capacity
  available under the Loan Agreement for other general corporate
  purposes, which may include capital expenditures, share
  repurchases and acquisitions.
  
       The Company has issued $200,000,000 principal amount of
  6.45% Senior Notes due February 1, 2006 (the "Notes") which
  accrue interest from February 1, 1996.  The Notes were issued on
  February 5, 1996 at 99.781% of their stated principal amount. 
  The Notes, which are senior unsecured obligations of the Company,
  were issued under an Indenture and a Supplemental Indenture dated
  February 1, 1996, copies of which are included as Exhibits 4(b)
  and 4(c) to this report.  The Company received proceeds from the
  issuance of the Notes, net of underwriting discounts but before
  deducting other expenses of the offering estimated at $175,000,
  of $198,262,000.  The Company intends to use the proceeds from
  the issuance of the Notes to repay indebtness outstanding under
  the Loan Agreement ($100 million principal amount outstanding at
  January 31, 1996) and approximately $98 million of additional
  borrowings under the Company's corporate debt program for which
  the Company maintains repayment capacity under the Loan
  Agreement.
  
  
  Item 7.   Financial Statements, Pro Forma Financial Information
            and Exhibits.
  
                 (c)  The following documents are filed as Exhibits
       to this report:
  
  Exhibit No.                   Description of Document
  
       4(a)           Loan Agreement, dated as of January 29, 1996,
                      by and among the Company, the Banks named
                      therein and Bank of America National Trust
                      and Savings Association, as administrative
                      agent for the Banks, and related Subsidiary
                      Guaranty dated as of January 29, 1996, of the
                      Company's subsidiaries named therein.
  
       4(b)           Indenture, dated February 1, 1996, by and
                      between the Company and First Interstate Bank
                      of Nevada, N.A., as Trustee.
  
       4(c)           Supplemental Indenture, dated February 1,
                      1996, by and between the Company and First
                      Interstate Bank of Nevada, N.A., as Trustee,
                      with respect to the Company's 6.45% Senior
                      Notes Due February 1, 2006.
  
       4(d)           6.45% Senior Note due February 1, 2006 in the
                      principal amount of $200,000,000.
  
  
                                  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.
  
  
  
  
                                 By:Glenn W. Schaeffer           
                                    Glenn W. Schaeffer, President
                                    and Chief Financial Officer
  
  
  Dated:  February  9, 1996<PAGE>
                                 Exhibit Index
  
  
       Exhibit
        Number             Description of Exhibit
  
       4(a)           Loan Agreement, dated as of January 29, 1996,
                      by and among the Company, the Banks named
                      therein and Bank of America National Trust
                      and Savings Association, as administrative
                      agent for the Banks, and related Subsidiary
                      Guaranty dated as of January 29, 1996, of the
                      Company's subsidiaries named therein.
  
       4(b)           Indenture, dated February 1, 1996, by and
                      between the Company and First Interstate Bank
                      of Nevada, N.A., as Trustee.
  
       4(c)           Supplemental Indenture, dated February 1,
                      1996, by and between the Company and First
                      Interstate Bank of Nevada, N.A., as Trustee,
                      with respect to the Company's 6.45% Senior
                      Notes Due February 1, 2006.
  
       4(d)           6.45% Senior Note due February 1, 2006 in the
                      principal amount of $200,000,000.
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text: SECURITIES AND EXCHANGE COMMISSION
  
                            Washington, D.C.  20549
  
                                                   
  
                                   FORM 8-K
  
                                CURRENT REPORT
  
                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):  January 29, 1996
  
                         CIRCUS CIRCUS ENTERPRISES, INC.                 
            (Exact name of Registrant as specified in its charter)
  
         Nevada                   1-8570                88-0121916       
      (State or other        (Commission file         (IRS Employer
      jurisdiction of             number)           Identification No.)
      incorporation)
  
            2880 Las Vegas Boulevard South, Las Vegas, Nevada  89109     
                      (Address of principal executive offices)
  
  Registrant's telephone number, including area code:  702-734-0410
  
                   INFORMATION TO BE INCLUDED IN THIS REPORT
  
  Item 5.   Other Events.
  
       This report is being filed solely for the purposes of (i)
  reporting the below-described loan agreement, (ii) reporting the
  below-described issuance of debt securities, and (iii) filing the
  documents included as exhibits to this report.
  
       On January 29, 1996, Circus Circus Enterprises, Inc. (the
  "Company") and a group of banks entered into a Loan Agreement, a
  copy of which is included as Exhibit 4(a) to this report (the
  "Loan Agreement") which has a maturity date of December 31, 2000
  and, subject to the terms and conditions of the Loan Agreement,
  provides the Company with an unsecured line of credit in the
  maximum principal amount of $1.5 billion (reducing to $1.2
  billion on December 31, 1999).  The aforementioned maturity date
  and reduction date may each be extended for one year periods with
  the consent of the bank group.  The obligations of the Company
  under the Loan Agreement are guaranteed by the Company's
  principal subsidiaries.  The Loan Agreement replaced the
  Company's $250 million revolving credit facility and its $500
  million reducing revolving credit facility, which were entered
  into on September 30, 1993, as well as a $145 million credit
  agreement assumed by the Company upon its acquisition of Gold
  Strike Resorts in June 1995.
  
       The Company must maintain sufficient borrowing capacity
  under the Loan Agreement to permit it to repay other indebtedness
  from time to time outstanding under its corporate debt program. 
  The Company also intends to utilize the borrowing capacity
  available under the Loan Agreement for other general corporate
  purposes, which may include capital expenditures, share
  repurchases and acquisitions.
  
       The Company has issued $200,000,000 principal amount of
  6.45% Senior Notes due February 1, 2006 (the "Notes") which
  accrue interest from February 1, 1996.  The Notes were issued on
  February 5, 1996 at 99.781% of their stated principal amount. 
  The Notes, which are senior unsecured obligations of the Company,
  were issued under an Indenture and a Supplemental Indenture dated
  February 1, 1996, copies of which are included as Exhibits 4(b)
  and 4(c) to this report.  The Company received proceeds from the
  issuance of the Notes, net of underwriting discounts but before
  deducting other expenses of the offering estimated at $175,000,
  of $198,262,000.  The Company intends to use the proceeds from
  the issuance of the Notes to repay indebtness outstanding under
  the Loan Agreement ($100 million principal amount outstanding at
  January 31, 1996) and approximately $98 million of additional
  borrowings under the Company's corporate debt program for which
  the Company maintains repayment capacity under the Loan
  Agreement.
  
  Item 7.   Financial Statements, Pro Forma Financial Information
            and Exhibits.
  
                 (c)  The following documents are filed as Exhibits
       to this report:
  
  Exhibit No.                   Description of Document
  
       4(a)           Loan Agreement, dated as of January 29, 1996,
                      by and among the Company, the Banks named
                      therein and Bank of America National Trust
                      and Savings Association, as administrative
                      agent for the Banks, and related Subsidiary
                      Guaranty dated as of January 29, 1996, of the
                      Company's subsidiaries named therein.
  
       4(b)           Indenture, dated February 1, 1996, by and
                      between the Company and First Interstate Bank
                      of Nevada, N.A., as Trustee.
  
       4(c)           Supplemental Indenture, dated February 1,
                      1996, by and between the Company and First
                      Interstate Bank of Nevada, N.A., as Trustee,
                      with respect to the Company's 6.45% Senior
                      Notes Due February 1, 2006.
  
       4(d)           6.45% Senior Note due February 1, 2006 in the
                      principal amount of $200,000,000.
  
                                  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.
  
                                 By:Glenn W. Schaeffer           
                                    Glenn W. Schaeffer, President
                                    and Chief Financial Officer
  
  Dated:  February  9, 1996
  Exhibit Index
  
       Exhibit
        Number             Description of Exhibit
  
       4(a)           Loan Agreement, dated as of January 29, 1996,
                      by and among the Company, the Banks named
                      therein and Bank of America National Trust
                      and Savings Association, as administrative
                      agent for the Banks, and related Subsidiary
                      Guaranty dated as of January 29, 1996, of the
                      Company's subsidiaries named therein.
  
       4(b)           Indenture, dated February 1, 1996, by and
                      between the Company and First Interstate Bank
                      of Nevada, N.A., as Trustee.
  
       4(c)           Supplemental Indenture, dated February 1,
                      1996, by and between the Company and First
                      Interstate Bank of Nevada, N.A., as Trustee,
                      with respect to the Company's 6.45% Senior
                      Notes Due February 1, 2006.
  
       4(d)           6.45% Senior Note due February 1, 2006 in the
                      principal amount of $200,000,000.