As filed with the Securities and Exchange Commission on
                                 May 30, 1996
                                             Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D. C.  20549
                     ___________________________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                     ____________________________________

                    CIRCUS CIRCUS ENTERPRISES, INC.                     
        
              (Exact name of issuer as specified in its charter)

               NEVADA                      88-0121916                  
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
incorporation or organization)     

   2880 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA     89109         
(Address of Principal Executive Offices)               (Zip Code)              

 CIRCUS CIRCUS ENTERPRISES, INC. 1995 SPECIAL STOCK OPTION PLAN         
                        (Full Title of the Plan)

            MIKE SLOAN, 2880 LAS VEGAS BOULEVARD SOUTH 
                      LAS VEGAS, NEVADA 89109                          
                   (Name and address of agent for service)

                         (702) 734-0410                                
        (Telephone number, including area code, of agent for service)

                                   Copy to:
                          Howell J. Reeves, Esquire
                     Wolf, Block, Schorr and Solis-Cohen
                         12th Floor, Packard Building
                          15th and Chestnut Streets
                           Philadelphia, PA  19102

                       CALCULATION OF REGISTRATION FEE
_______________________________________________________________________
                            Proposed   Proposed
                            Maximum    Maximum
Title of         Amount     Offering   Aggregate       Amount of
Securities to    to be      Price      Offering Price  Registration
be Registered    Registered Per Share* Per Share*      Fee             

Common Stock,    3,300,000
$.01  Par Value  Shares**   $38.625    $127,462,500    $43,952.59      

*    The maximum offering price per share has been established for
     purposes of calculating the registration fee in accordance with
     Rule 457.

**   Pursuant to Rule 416 under the Securities Act of 1933, this
     Registration Statement also covers such additional shares as may
     hereinafter be offered or issued to prevent dilution resulting
     from stock splits, stock dividends or similar transactions
     effected without the receipt of consideration.

                      CIRCUS CIRCUS ENTERPRISES, INC.

                           CROSS REFERENCE SHEET

Pursuant to Rule 404 and Item 501 of Regulation S-K

Form S-8 Item No.
                                        Heading in Prospectus 
1.   Plan Information


     (a)  General Plan
          Information                   Cover Page; Description of the
                                        Plan; Reports of the Company;  
                                        Administration

     (b)  Securities to be
          Offered                       Cover Page; Description of the
                                        Plan

     (c)  Employees Who May
          Participate in the
          Plan                          Description of the Plan -
                                        Description of Options Granted
                                        Pursuant to the Plan

     (d)  Purchase of
          Securities Pursuant
          to the Plan and
          Payments for
          Securities
          Offered                       Description of the Plan -
                                        Description of Options Granted
                                        Pursuant to the Plan

     (e)  Resale Restrictions           Restrictions on Resale

     (f)  Tax Effects of Plan
          Participation                 Description of the Plan -
                                        Certain Federal Income Tax
                                        Aspect of the Plan

     (g)  Investment of Funds           Not Applicable

     (h)  Withdrawal from the
          Plan; Assignment of
          Interest                      Description of the Plan - Non-
                                        Transferability of Options and
                                        - Consequences of Certain
                                        Events Affecting Employment

     (i)  Forfeitures and
          Penalties                     Description of the Plan -
                                        Consequences of Certain Events
                                        Affecting Employment


     (j)  Charges and
          Deductions and Liens
          Therefor                      Description of the Plan -
                                        Consequences of Certain Events
                                        Affecting Employment


2.   Registrant Information and    Reports of the Company;
     Employee Plan Annual          Incorporation of Certain 
     Information                   Documents by Reference
                                                                 PROSPECTUS


                      CIRCUS CIRCUS ENTERPRISES, INC.

                             3,300,000 Shares

                     Common Stock, $.01-2/3 Par Value

          Offered Pursuant to the 1995 Special Stock Option Plan

     The shares covered by this Prospectus are being offered by
Circus Circus Enterprises, Inc. (the "Company") pursuant to the
Company's 1995 Special Stock Option Plan (the "Plan") which
provides for the granting of stock options covering up to
3,300,000 shares of the Company's Common Stock, $.01-2/3 par
value ("Common Stock"), subject to adjustment in the event of any
changes in the Common Stock resulting from stock dividends, stock
splits and similar changes.

                              _______________

     The Common Stock of the Company is listed on the New York
Stock Exchange and the Pacific Stock Exchange.  On May 24, 1996,
the last reported sale price of the Common Stock on the New York
Stock Exchange Composite Tape was $38.625 per share.

                              _______________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                              _______________

     THE NEVADA GAMING COMMISSION HAS NOT PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.

                              _______________




               The date of this Prospectus is May 30, 1996.
                          ADDITIONAL INFORMATION

     The Company has filed a Registration Statement with the 
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, with respect to the shares
offered hereby.  This Prospectus does not contain all of the
information set forth in the Registration Statement, certain
items of which are contained in schedules and exhibits to the
Registration Statement as permitted by the rules and regulations
of the Commission.  For further information, reference is made to
the Registration Statement, including the financial schedules and
exhibits filed or incorporated as a part thereof.  Items of
information omitted from this Prospectus but contained in the
Registration Statement may be inspected and copies may be
obtained (at prescribed rates) at the Commission's Public
Reference Section at 450 Fifth Street, N.W., Washington, D.C.
20549.

     The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 and, in accordance therewith,
files reports, proxy statements and other information with the
Commission.  Such reports, proxy statements and other information
can be inspected and copied (at prescribed rates) at the Public
Reference Section offices of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional
offices at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; Seven World Trade Center, 13th Floor, New York, New
York 10007; and Suite 1100, 5670 Wilshire Boulevard, Los Angeles,
California 90036-3648.  In addition, the Common Stock is listed
on the New York Stock Exchange and similar information concerning
the Company can be inspected and copied at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.

     No person is authorized to give any information or to make
any representations not contained in this Prospectus in
connection with the offer described herein, and any information
or representation not contained herein must not be relied upon as
having been authorized by the Company.  This Prospectus does not
constitute an offer to sell these securities in any state to any
person to whom it is unlawful to make such offer in such state. 
Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication
that information herein is correct as of any time subsequent to
its date.

     The Company will provide, without charge, to each person to
whom this Prospectus is delivered, a copy of the Company's annual
report to stockholders for its last fiscal year together with a
copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith (not including
exhibits to such information, unless such exhibits are
specifically incorporated by reference into the information that
this Prospectus incorporates) upon the written or oral request of
such person.  Requests should be directed to the Company's
General Counsel, Circus Circus Enterprises, Inc., 2880 Las Vegas
Boulevard South, Las Vegas, Nevada  89109 (telephone 702-734-
0410).


                          DESCRIPTION OF THE PLAN

Background

     Pursuant to an Agreement and Plan of Merger dated as of
March 19, 1995 (the "Merger Agreement") and an Exchange Agreement
dated as of March 19, 1995 (the "Exchange Agreement" and,
together with the Merger Agreement, the "Gold Strike
Agreements"), the Company agreed, subject to the receipt of
certain regulatory approvals and the satisfaction of certain
conditions, to acquire certain entities (collectively the "Gold
Strike Entities") which owned the Gold Strike Hotel & Gambling
Hall and the Nevada Landing Hotel & Casino in Jean, Nevada, the
Railroad Pass Hotel & Casino in Henderson, Nevada, a 50% interest
in a joint venture partnership with an affiliate of Hyatt
Development Corporation which owns the Grand Victoria, a
riverboat casino and land-based entertainment complex in Elgin,
Illinois, a 50% interest in a joint venture partnership with an
affiliate of Mirage Resorts, Incorporated which is developing
Monte Carlo, a 3,000-room gaming resort near the south end of the
Las Vegas Strip scheduled to open June 21, 1996 and certain other
assets (collectively the "Gold Strike Properties").

     On March 19, 1995, the Board of Directors adopted the 1995
Special Stock Option Plan (the "Plan"), subject to the Company's
acquisition of the Gold Strike Entities (which occurred on June
1, 1995) and approval of the Plan by the Company's stockholders
(which was obtained on June 22, 1995).  The Plan is not subject
to any provisions of the Employee Retirement Income Security Act
of 1974.  The description of the Plan contained in this
prospectus is qualified in all respects by the actual provisions
of the Plan, a copy of which will be provided to a Designated
Optionee (as defined) upon request.  See "Reports of the
Company."

Description of Options Granted Pursuant to the Plan

     On March 19, 1995, the Company's Compensation Committee,
which administers the Plan (the "Committee"), granted options to
the individuals named in the following table (collectively the
"Designated Optionees") pursuant to the Plan.  The following
table sets forth for each of the Designated Optionees the number
of shares of the Company's Common Stock issuable to such
individual upon the exercise of such options:
<PAGE>
Name and Position                                          Number of Shares

Clyde T. Turner. . . . . . . . . . . . . . . . . . . . . . . . . .2,000,000
  Chairman of the Board and
  Chief Executive Officer
  
Glenn W. Schaeffer . . . . . . . . . . . . . . . . . . . . . . . . .900,000
  President, Chief Financial Officer
  and Treasurer

Antonio C. Alamo . . . . . . . . . . . . . . . . . . . . . . . . . .200,000
  Senior Vice President--Operations

Gregg H. Solomon . . . . . . . . . . . . . . . . . . . . . . . . . .200,000
  Senior Vice President--Operations

     Each of the aforementioned options will, according to their
respective terms, become fully exercisable in the event of a
"Change of Control" as defined in the optionee s employment
agreement or if the optionee s employment with the Company is
terminated (i) by the Company without "Cause", or (ii) by the
optionee for "Good Reason" each as defined in the Plan.

     Mr. Turner's options, for which he paid the Company a
purchase price of $1 per share, or an aggregate of $2,000,000 in
accordance with the terms of such options, were granted with an
exercise price of $27.875 per share (representing 110% of the
fair market value of the Company's Common Stock on the date of
the grant).  Such options will become exercisable as to 666,667
shares each on June 1, 1996 and June 1, 1997, respectively, and
as to an additional 666,666 shares on June 1, 1998.  Unless
earlier exercised or terminated, Mr. Turner's options expire on
March 19, 2002.

     Mr. Schaeffer's options include (i) options to purchase
500,000 shares of the Company's Common Stock at a purchase price
of $25.25 per share (representing the fair market value of the
Common Stock on the date of the grant) which become exercisable
as to 100,000 shares on June 1, 1996 and as to an additional
100,000 shares on June 1, 1997, June 1, 1998, June 1, 1999 and
June 1, 2000, respectively, (ii) options to purchase an
additional 200,000 shares at a purchase price of $30.30 per share
(representing 120% of the fair market value of the Common Stock
on the date of the grant) which become exercisable as to 40,000
shares on June 1, 1996 and as to an additional 40,000 shares on
June 1, 1997, June 1, 1998, June 1, 1999 and June 1, 2000,
respectively, and (iii) options to purchase an additional 200,000
shares at a purchase price of $32.825 per share (representing
130% of the fair market value of the Common Stock on the date of
the grant) which become exercisable as to 40,000 shares on June
1, 1996 and as to an additional 40,000 shares on June 1, 1997, 
June 1, 1998,  June 1, 1999 and June 1, 2000, respectively. 
Unless earlier exercised or terminated, Mr. Schaeffer's options
expire on March 19, 2005.

     Mr. Alamo's options entitle him to purchase 200,000 shares
of the Company s Common Stock at a purchase price of $25.25 per
share (representing the fair market value of the Common Stock on
the date of the grant) which become exercisable as to 40,000
shares on June 1, 1996 and as to an additional 40,000 shares on
June 1, 1997, June 1, 1998, June 1, 1999 and June 1, 2000,
respectively.  Unless earlier exercised or terminated, Mr.
Alamo's options expire on March 19, 2005.

     Mr. Solomon's options entitle him to purchase 200,000 shares
of the Company s Common Stock at a purchase price of $25.25 per
share (representing the fair market value of the Common Stock on
the date of the grant) which become exercisable as to 40,000
shares on June 1, 1996 and as to an additional 40,000 shares on
June 1, 1997, June 1, 1998, June 1, 1999 and June 1, 2000,
respectively.  Unless earlier exercised or terminated, Mr.
Solomon s options expire on March 19, 2005.

Purposes of the Plan

     The purposes of the Plan are to enable the Company to retain
the services of its Chief Executive Officer, Clyde T. Turner, and
afford him the opportunity to substantially increase his
ownership interest in the Company's Common Stock, and to attract
and retain the services of the other Designated Optionees who
were, prior to the Company's acquisition of the Gold Strike
Entities, senior executive officers of certain of the Gold Strike
Entities.  The full text of the Plan is included as an exhibit to
the registration statement of which this Prospectus is a part,
and the following description is qualified in its entirety by
reference to the Plan.

Grants of Options

     The Plan authorizes the Committee (subject in each instance
to conditions subsequently satisfied relating to approval of the
Plan by the Company's stockholders and the Company s acquisition
of the Gold Strike Entities), to grant stock options not intended
to qualify as "incentive stock options", as defined under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code")
to purchase up to an aggregate of 3,300,000 shares of the
Company's Common Stock, $.01-2/3 par value.  Under the terms of
the Plan, stock options may be granted pursuant thereto for a
term of up to ten years.  The aforementioned grants of options to
the Designated Optionees on March 19, 1995 cover the entire
3,300,000 shares permitted to be issued pursuant to the Plan.

     Under the terms of the Plan, if a stock option or portion
thereof expires or is terminated, canceled or surrendered for any
reason without being exercised in full, the unpurchased shares of
Common Stock which were subject to such stock option or portion
thereof shall not be available for future grants of stock options
under the Plan.  Because options have been granted pursuant to
the Plan to purchase the maximum number of shares of Common Stock
that may be issued pursuant to the Plan, this provision precludes
any future grant of options pursuant to the Plan regardless of
the ultimate disposition of the Plan's currently outstanding
options.

     Under the terms of the Plan, options could be granted by the
Committee pursuant thereto only to the Designated Optionees.  The
Committee was authorized by the Plan to grant stock options to
purchase such number of shares of Common Stock (subject to the
below-mentioned limitation on the number of options that could be
granted to any one Designated Optionee) as the Committee might,
in its sole discretion, determine.  In granting stock options,
the Committee, on an individual basis, might vary the number of
stock options as between the Designated Optionees and, within the
aforementioned limit, might grant stock options to a Designated
Optionee in such amounts as the Committee might determine in its
sole discretion.  The Committee may amend or waive any term or
condition of a stock option, including any condition to the
exercisability of any such option, and no such amendment or
waiver shall in any way diminish the effectiveness of such option
as granted on its date of grant, as so amended or as so modified
by the waiver, or constitute the grant of a new stock option.

     Under terms of the Plan, the exercise price of stock options
granted pursuant to the Plan may not be less than the fair market
value of the Common Stock as of the date of grant.  Stock options
may not be granted under the Plan to any Designated Optionee to
purchase in excess of 2,000,000 shares of the Company's Common
Stock.  The option exercise price for each option granted
pursuant to the Plan must be paid in cash, by check, bank draft
or money order, or, in the discretion of the Committee, with
Common Stock of the Company owned by the optionee or deliverable
upon the exercise of an option and having a fair market value on
the date of exercise equal to the aggregate exercise price of the
shares to be so purchased, or a combination thereof.

Amendment of the Plan

     The Plan can be amended, suspended, reinstated or terminated
by the Board of Directors, provided, however, that without
approval of the Company's stockholders, no amendment shall be
made which (i) increases the maximum number of shares of Common
Stock which may be subject to stock options granted under the
Plan, except for specified adjustment provisions, (ii) extends
the term of the Plan, (iii) increases the period during which a
stock option may be exercised beyond ten years from the date of
the grant, (iv) materially increases the benefits accruing to
optionees under the Plan, (v) materially modifies the
requirements as to eligibility for participation in the Plan, or
(vi) will cause stock options granted under the Plan to fail to
meet the requirements of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended.  The Plan will continue in effect until
March 19, 2005, unless previously terminated by the Board of
Directors.

Non-Transferability of Options

     Options granted pursuant to the Plan are not assignable or
transferable except by will or the laws of descent and
distribution.  Options acquired pursuant to the Plan may be
exercised during the optionee's lifetime only by the optionee (or
the optionee's guardian or legal representative).

Consequences of Certain Events Affecting Employment

     If an optionee's employment by, or relationship with, the
Company or its subsidiaries shall terminate as a result of such
optionee's total disability, each stock option held by such
optionee (which has not previously lapsed or terminated) shall
immediately become fully exercisable as to the total number of
shares of Common Stock subject thereto (whether or not
exercisable to that extent at the time of such termination) and
shall remain so exercisable by such optionee for a period of six
months after termination unless such stock option expires earlier
by its terms.  For purposes of the foregoing sentence, "total
disability" means permanent mental or physical disability as
determined by the Committee.  In the event of the death of an
optionee, each stock option held by such optionee (which has not
previously lapsed or terminated) shall immediately become fully
exercisable as to the total number of shares of Common Stock
subject thereto (whether or not exercisable to that extent at the
time of death) by the executor or administrator of the optionee's
estate or by the person or persons to whom the deceased
optionee's rights thereunder have passed by will or by the laws
of descent or distribution, and shall remain so exercisable for a
period of six months after such optionee's death unless such
stock option expires earlier by its terms.  If an optionee's
employment by the Company shall terminate by reason of such
optionee's retirement in accordance with Company policy, each
stock option held by such optionee at the date of termination
(which has not previously lapsed or terminated) shall immediately
become fully exercisable as to the total number of shares of
Common Stock subject thereto (whether or not exercisable to that
extent at the time of such termination) and shall remain so
exercisable by such optionee for a period of six months after
termination, unless the stock option expires earlier by its
terms.  In the event the Company terminates the employment of an
optionee without "Cause" or the optionee terminates his
employment with the Company for "Good Reason", as such terms
shall be defined in any employment agreement between the Company
and optionee, each stock option held by such optionee (which has
not previously lapsed or terminated) shall immediately become
fully exercisable as to the total number of shares of Common
Stock subject thereto (whether or not exercisable to that extent
at the time of such termination) and shall remain so exercisable
for a period of six months after such termination unless such
stock option expires earlier by its terms.  In the event an
optionee's employment by, or relationship with, the Company shall
terminate for any other reason while such optionee holds stock
options granted under the Plan, then all rights of any kind under
any outstanding stock option held by such optionee which shall
not have previously lapsed or terminated and which are
exercisable on the date of termination of employment shall remain
so exercisable by such optionee for a period of three months
after termination unless such stock option expires earlier by its
terms.

Changes in Capitalization

     The purchase price and the number and kind of shares that
may be purchased upon exercise of options granted pursuant to the
Plan, and the number of shares which may be granted pursuant to
the Plan, are subject to adjustment in certain events, including
any stock splits, recapitalization and reorganizations in
accordance with the terms of the Plan.

Administration of the Plan

     The Plan is administered by the Committee, which is
appointed by the Company s Board of Directors.  The Committee, as
presently constituted, conforms to the Plan s requirement that it
consist of two or more members of the Board of Directors, each of
whom must be a  disinterested  person within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934 and an  outside
director  for purposes of Section 162(m) of the Code.  Vacancies
on the Committee, howsoever caused, are filled by the Company s
Board of Directors.  See  Administration .

Certain Federal Income Tax Aspects of the Plan

     Set forth below is a general summary of the Federal income
tax consequences associated with the Plan.

     Non-Qualified Options.  Options granted under the Plan are
not intended to qualify for the favorable Federal income tax
treatment accorded to incentive stock options under Section 422
of the Code.  An optionee should not recognize any income for
Federal income tax purposes at the time of the grant of any
option under the Plan.  When the option is exercised, however,
the excess of the fair market value of the shares of Common Stock
acquired pursuant to such exercise, determined at the time of
exercise, over the option price will constitute ordinary income
to the optionee.  Subject to applicable limitations, the Company
is entitled to a corresponding income tax deduction equal to the
amount of such ordinary income for the taxable year in which the
optionee is required to recognize such income for Federal income
tax purposes.  The optionee's tax basis in the shares generally
will be equal to the option price paid for the shares plus the
amount of any income recognized by the optionee upon the exercise
of the option.  Upon a subsequent disposition of the shares
acquired pursuant to the exercise of an option, the optionee will
recognize capital gain or loss (if the stock is a capital asset
of the optionee) which will be treated as long-term capital gain
or loss if the shares have been held for a period of more than
one year.

     Taxation of Capital Gains and Ordinary Income.  Presently,
the maximum effective Federal income tax rate for individuals
applicable to long-term capital gains is 28%, whereas the maximum
effective Federal income tax rate for individuals applicable to
ordinary income is 39.6%.  Capital losses generally are only
deductible against capital gains and, for individuals, a limited
amount ($3,000 per year) of ordinary income.

     Code Section 162(m).  Section 162(m) of the Code limits the
Company's deduction for compensation paid to certain executives
to $1,000,000 per year.  "Qualified performance-based
compensation" which is paid pursuant to a plan approved by
stockholders, is administered by a compensation committee
composed of "outside directors" and meets the other requirements
of Code Section 162(m) and the regulations thereunder is excluded
from the $1,000,000 limitation.  The Plan has been written and is
intended to be administered in a manner which will enable the
compensation attributable to stock options under the Plan to be
treated as "qualified performance-based compensation" under Code
Section 162(m) and the regulations.

Sources of Stock

     Common Stock issuable upon exercise of options granted
pursuant to the Plan can be either authorized but unissued shares
or shares previously issued and subsequently reacquired and held
as treasury shares by the Company.  However, the Company
currently intends to utilize only treasury shares to meet its
requirements under the Plan.


                          RESTRICTIONS ON RESALE

     Certain officers and directors of the Company, including
each of the Designated Optionees, may be deemed to be
"affiliates" of the Company for purposes of the Securities Act of
1933.  Shares acquired under the Plan by an affiliate or, under
certain conditions, by persons who are not employees of the
Company at the time of exercise of the Options or not otherwise
deemed to be employees of the Company, may only be re-offered or
resold pursuant to an effective registration statement under the
Securities Act of 1933 or in accordance with Rule 144 thereunder. 
An affiliate, or any person who is not an employee of the Company
or not deemed to be an employee of the Company, may not re-offer
or resell shares by means of this Prospectus.

     Under Section 16(b) of the Securities Exchange Act of 1934,
as amended, if a director or officer of the Company, or a person
who beneficially owns, directly or indirectly, more than ten
percent of the Common Stock of the Company, purchases and sells,
or sells and then purchases, Common Stock of the Company within a
six-month period, any profit on any of the sales must be paid to
the Company.  The provisions of Section 16(b) are generally known
as the "short-swing profit" provisions.  However, in certain
cases specific rules exempt certain transactions from the short-
swing profit provisions provided applicable conditions set forth
in the rules are complied with.  All directors and officers of
the Company and all persons who beneficially own, directly or
indirectly, more than ten percent of the Common Stock of the
Company, should, therefore, consider the limitations imposed by
Section 16(b) prior to purchasing or selling any Common Stock.


                              ADMINISTRATION

     The Plan is administered by a Committee, which is appointed
by the Company's Board of Directors and consists of at least two
members of the Board of Directors, each of whom shall be a
disinterested person (as such term is defined in Rule 16b-3 under
the Securities Exchange Act of 1934) and an  outside director 
for purposes of Section 162(m) of the Internal Revenue Code of
1986, as amended.  The Board may fill all vacancies on the
Committee or add members to the Committee.  Members of the
Committee may be removed by the Board at any time with or without
cause.  The Committee selects one of its members as Chairman, and
holds meetings at such times and places as it may determine.  

     The Committee may act only by majority of its members then
in office; however, the Committee may authorize any one or more
of its members or any officer of the Company to execute and
deliver documents on behalf of the Committee.  The Committee has
the full power, subject to and within the limits of the Plan, to:
(i) interpret and administer the Plan, and options granted
pursuant thereto; (ii) make and interpret rules and regulations
for the administration of the Plan and to make changes in and
revoke such rules and regulations (and in the exercise of this
power, shall generally determine all questions of policy and
expediency that may arise and may correct any defect, omission,
or inconsistency in the Plan or any agreement evidencing the
grant of any option in a manner and to the extent it shall deem
necessary to make the Plan fully effective); (iii) determine
those persons to whom options shall be granted and the number of
options to be granted to any person; (iv) determine the terms of
options granted under the Plan, consistent with the provisions of
the Plan; and (v) generally, exercise such powers and perform
such acts in connection with the Plan as are deemed necessary or
expedient to promote the best interests of the Company.  The
interpretation and construction by the Committee of any
provisions of the Plan or of any option shall be final, binding
and conclusive.  The present Committee members, each of whom is a
director of the Company, are Tony Coelho, Arthur M. Smith, Jr.
and Fred W. Smith.  Requests for additional information
concerning the Committee, the Committee s members or the Plan may
be made to the individual and in the same manner as requests
described under "Reports of the Company".

     The Plan provides that no member of the Committee shall be
liable for any action taken or omitted to be taken or for any
determination made by him or her in good faith with respect to
the Plan, and the Company shall indemnify and hold harmless each
member of the Committee against any cost or expense (including
counsel fees) or liability (including any sum paid in settlement
of a claim with the approval of the Committee) arising out of any
act or omission in connection with the administration or
interpretation of the Plan, unless arising out of such person s
own fraud or bad faith.


                          REPORTS OF THE COMPANY

     The Company's Quarterly and Annual Reports to Stockholders,
proxy soliciting material and other communications distributed to
the Company's stockholders generally will be provided to each of
the Designated Optionees so long as such optionee is entitled to
purchase Common Stock pursuant to the Plan.  If a holder of an
option granted pursuant to the Plan does not for some reason
receive a copy of any of such reports, material or other
communications, or he wishes to receive a copy of the Plan, he
may obtain copies of the same which the Company will provide
promptly without charge upon written or oral request.  Such
request should be directed to the Company's General Counsel,
Circus Circus Enterprises, Inc., 2880 Las Vegas Boulevard South,
Las Vegas, Nevada 89109 (702-734-0410).


                         INCORPORATION OF CERTAIN
                          DOCUMENTS BY REFERENCE 

     The Company hereby incorporates by reference, the following
documents, each of which shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing
thereof with the Securities and Exchange Commission:

     (a)  The Company's Annual Report on Form 10-K for the fiscal
          year ended January 31, 1996, filed pursuant to Section
          13(a) of the Securities Exchange Act of 1934 (the
          "Exchange Act");

     (b)  Amendment No. 1 on Form 10-K/A to the Company s Annual
          Report on Form 10-K for the fiscal year ended January
          31, 1996, filed pursuant to Section 13(a) of the
          Exchange Act;

     (c)  The description of the Company's Common Stock contained
          in the Company's Registration Statement on Form 8-A
          declared effective by the Securities and Exchange
          Commission on October 25, 1983, and any amendments or
          reports filed for the purpose of updating such
          description;

     (d)  The description of the Company's Common Stock Purchase
          Rights contained in the Company's Registration
          Statement on Form 8-A declared effective by the
          Securities and Exchange Commission on August 12, 1994
          and any amendments or reports filed for the purpose of
          updating such description; and

     (e)  All documents subsequently filed by the Company
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
          Exchange Act prior to the filing of a post-effective
          amendment which indicates that all securities offered
          hereby have been sold or which deregisters all
          securities then remaining unsold.

     Copies of the documents incorporated by reference herein,
except for the exhibits to such documents (unless such exhibits
are specifically incorporated by reference into the documents
which this Prospectus incorporates), are available to any person
receiving a copy of this Prospectus upon written or oral request. 
Such request should be directed to the Company's General Counsel,
Circus Circus Enterprises, Inc., 2880 Las Vegas Boulevard South,
Las Vegas, Nevada 89109 (702-734-0410).  See "Additional
Information."


                                  EXPERTS

     The consolidated financial statements included or
incorporated by reference in the Company's Annual Report on Form
10-K for the year ended January 31, 1996, incorporated by
reference in this Prospectus and elsewhere in the Registration
Statement, to the extent and for the periods indicated in their
report, have been audited by Arthur Andersen LLP, independent
public accountants, and are incorporated herein by reference in
reliance upon the authority of such firm as experts in giving
said report.  


                             TABLE OF CONTENTS
                                                                       Page
Additional Information. . . . . . . . . . . . . . . . . .    2
Description of the Plan . . . . . . . . . . . . . . . . .    3
    Background. . . . . . . . . . . . . . . . . . . . . .    3
    Description of Options Granted Pursuant to the Plan .    3
    Purposes of the Plan. . . . . . . . . . . . . . . . .    5
    Grants of Options . . . . . . . . . . . . . . . . . .    5
    Amendment of the Plan . . . . . . . . . . . . . . . .    6
    Non-Transferability of Options. . . . . . . . . . . .    7
    Consequences of Certain Events Affecting Employment .    7
    Changes in Capitalization . . . . . . . . . . . . . .    8
    Administration of the Plan. . . . . . . . . . . . . .    8
    Certain Federal Income Tax Aspects of the Plan. . . .    8
    Sources of Stock. . . . . . . . . . . . . . . . . . .    9
Restrictions on Resale. . . . . . . . . . . . . . . . . .    9
Administration. . . . . . . . . . . . . . . . . . . . . .   10
Reports of the Company. . . . . . . . . . . . . . . . . .   11
Incorporation of Certain Documents by Reference . . . . .   11
Experts . . . . . . . . . . . . . . . . . . . . . . . . .   12

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    Reference is made to the information appearing under the
heading "Incorporation of Certain Documents by Reference" in the
Prospectus constituting a part of this Registration Statement,
which information is incorporated herein by this reference.

Item 4.  Description of Securities.

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    Not applicable.

Item 6.  Indemnification of Directors and Officers.

    Section 78.751 of the Nevada Revised Statutes (the "Nevada
Law") permits a corporation to indemnify any of its directors,
officers, employees and agents against costs and expenses arising
from claims, suits and proceedings if such persons acted in good
faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.  Notwithstanding the foregoing,
in an action by or in the right of the corporation, no
indemnification may be made in respect of any claim, issue or
matter, as to which such person is adjudged to be liable to the
corporation unless a court of competent jurisdiction determines
that in view of all the circumstances of the case,
indemnification would be appropriate.  The indemnification
provisions of the Nevada Law expressly do not exclude any other
rights a person may have to indemnification under any bylaw,
among other things.

    In accordance with Nevada Revised Statutes 78.037, Article
XI of the Company's Restated Articles of Incorporation provides
that no director or officer of the Company shall be personally
liable to the Company or its stockholders for damages for breach
of fiduciary duty as a director or officer, except for (a) acts
or omissions which include intentional misconduct, fraud or a
knowing violation of law, or (b) the payment of dividends in
violation of Nevada Revised Statutes 78.300.

    Article X, Section 10.2 of the Company's Restated Bylaws
provides for mandatory indemnification of directors and officers
to the fullest extent now or hereafter permitted by law. 

    The Company maintains a liability insurance policy under
which officers and directors are generally indemnified against
losses and liability (including costs, expenses, settlements, and
judgments) incurred by them in such capacities, individually or
otherwise, other than specified excluded losses.  The insurance
policy will pay on behalf of the Company all covered losses for
which the Company grants indemnification of each officer or
director as permitted by law which the officer or director
becomes legally obligated to pay on account of an indemnifiable
claim.  The policy would generally cover, in addition to other
liabilities, liabilities arising under the federal securities
laws; however, the subject of loss may not include any claim or
claims under federal or state law arising out of or relating to
(i) the filing of a registration statement with the Securities
and Exchange Commission or the offer or sale by means of a
prospectus of any security with respect to which a registration
statement has been filed, including, but not limited to, any
claim asserting that such registration statement or prospectus
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading, (ii) any
underwriting agreement for the offer or sale of any security, or
(iii) any accounting of profits from the purchase or sale of
securities of the Company under Section 16(b) of the Securities
Exchange Act of 1934 or a similar state law.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.   Exhibits.

4   Circus Circus Enterprises, Inc. 1995 Special Stock Option
    Plan and Forms of Non-Qualified Stock Option Plan
    Certificate and Agreement (Incorporated by reference to
    Exhibit 10(gg) to the Company's Annual Report on Form 10-K
    for the year ended January 31, 1995).

23  Consent of Arthur Andersen LLP

Item 9.   Undertakings.

    The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or
    sales are being made, a post-effective amendment to this
    registration statement:

         (i)  To include any prospectus required by Section
    10(a)(3) of the Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events
    arising after the effective date of the registration
    statement (or the most recent post-effective amendment
    thereof) which, individually or in the aggregate, represent
    a fundamental change in the information set forth in the
    registration statement;

         (iii) To include any material information with respect to
    the plan of distribution not previously disclosed in the
    registration statement or any material change to such
    information in the registration statement;

    provided, however, that paragraphs (1)(i) and (l)(ii) do not
    apply if the registration statement is on Form S-3 or Form
    S-8, and the information required to be included in a post-
    effective amendment by those paragraphs is contained in
    periodic reports filed by the registrant pursuant to Section
    13 or 15(d) of the Securities Exchange Act of 1934 that are
    incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability
    under the Securities Act of 1933, each such post-effective
    amendment shall be deemed to be a new registration statement
    relating to the securities offered therein, and the offering
    of such securities at that time shall be deemed to be the
    initial bona fide offering thereof.

         (3)  To remove from registration by means of a post-
    effective amendment any of the securities being registered
    which remain unsold at the termination of the offering.

    The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
                                SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Las Vegas, State of Nevada, on the 29th of May, 1996. 

                        CIRCUS CIRCUS ENTERPRISES, INC.


                        By:CLYDE T. TURNER                 
                            CLYDE T. TURNER, Chairman of the
                           Board and Chief Executive Officer

                             POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Clyde T. Turner,
Michael S. Ensign and William A. Richardson, and each of them,
his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

    Signature           Title                         Date


CLYDE T. TURNER          Chairman of the Board        May 29, 1996
CLYDE T. TURNER          and Chief Executive Officer
                         (Principal Executive Officer)


MICHAEL S. ENSIGN        Vice Chairman of the Board   May 29, 1996
MICHAEL S. ENSIGN        and Chief Operating Officer



      Signature                   Title                Date 



WILLIAM A. RICHARDSON    Executive Vice President      May 29, 1996
William A. Richardson   and Director


GLENN W. SCHAEFFER       President, Chief Financial    May 29, 1996 
Glenn W. Schaeffer       Officer, Treasurer and Director
                         (Principal Financial Officer)


KURT SULLIVAN            Senior Vice President -       May 29, 1996
Kurt Sullivan            Operations and Director


LES MARTIN               Controller (Principal         May 29, 1996 
Les Martin               Accounting Officer)


                         Director                      May   , 1996
Tony Coehlo


                         Director                      May   , 1996 
Carl F. Dodge    


                          Director                      May   , 1996 
William N. Pennington 


                         Director                      May   , 1996 
Arthur M. Smith, Jr. 


FRED W. SMITH            Director                      May 29, 1996
Fred W. Smith



                                                                  Exhibit 23







                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement of our report dated February 28, 1996 included or
incorporated by reference in Circus Circus Enterprises, Inc.'s 
Annual Report on Form 10-K for the year ended January 31, 1996
and to all references to our Firm included in this Registration
Statement.  



                                  ARTHUR ANDERSEN LLP 








Las Vegas, Nevada
May 28, 1996
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As filed with the Securities and Exchange Commission on
                                 May 30, 1996
                                             Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D. C.  20549
                     ___________________________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                     ____________________________________

                    CIRCUS CIRCUS ENTERPRISES, INC.                     
        
              (Exact name of issuer as specified in its charter)

               NEVADA                      88-0121916                  
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
incorporation or organization)     

   2880 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA     89109         
(Address of Principal Executive Offices)               (Zip Code)              

 CIRCUS CIRCUS ENTERPRISES, INC. 1995 SPECIAL STOCK OPTION PLAN         
                        (Full Title of the Plan)

            MIKE SLOAN, 2880 LAS VEGAS BOULEVARD SOUTH 
                      LAS VEGAS, NEVADA 89109                          
                   (Name and address of agent for service)

                         (702) 734-0410                                
        (Telephone number, including area code, of agent for service)

                                   Copy to:
                          Howell J. Reeves, Esquire
                     Wolf, Block, Schorr and Solis-Cohen
                         12th Floor, Packard Building
                          15th and Chestnut Streets
                           Philadelphia, PA  19102

                       CALCULATION OF REGISTRATION FEE
_______________________________________________________________________
                            Proposed   Proposed
                            Maximum    Maximum
Title of         Amount     Offering   Aggregate       Amount of
Securities to    to be      Price      Offering Price  Registration
be Registered    Registered Per Share* Per Share*      Fee             

Common Stock,    3,300,000
$.01  Par Value  Shares**   $38.625    $127,462,500    $43,952.59      

*    The maximum offering price per share has been established for
     purposes of calculating the registration fee in accordance with
     Rule 457.

**   Pursuant to Rule 416 under the Securities Act of 1933, this
     Registration Statement also covers such additional shares as may
     hereinafter be offered or issued to prevent dilution resulting
     from stock splits, stock dividends or similar transactions
     effected without the receipt of consideration.

                      CIRCUS CIRCUS ENTERPRISES, INC.

                           CROSS REFERENCE SHEET

Pursuant to Rule 404 and Item 501 of Regulation S-K

Form S-8 Item No.
                                        Heading in Prospectus 
1.   Plan Information

     (a)  General Plan
          Information                   Cover Page; Description of the
                                        Plan; Reports of the Company;  
                                        Administration

     (b)  Securities to be
          Offered                       Cover Page; Description of the
                                        Plan

     (c)  Employees Who May
          Participate in the
          Plan                          Description of the Plan -
                                        Description of Options Granted
                                        Pursuant to the Plan

     (d)  Purchase of
          Securities Pursuant
          to the Plan and
          Payments for
          Securities
          Offered                       Description of the Plan -
                                        Description of Options Granted
                                        Pursuant to the Plan

     (e)  Resale Restrictions           Restrictions on Resale

     (f)  Tax Effects of Plan
          Participation                 Description of the Plan -
                                        Certain Federal Income Tax
                                        Aspect of the Plan

     (g)  Investment of Funds           Not Applicable

     (h)  Withdrawal from the
          Plan; Assignment of
          Interest                      Description of the Plan - Non-
                                        Transferability of Options and
                                        - Consequences of Certain
                                        Events Affecting Employment

     (i)  Forfeitures and
          Penalties                     Description of the Plan -
                                        Consequences of Certain Events
                                        Affecting Employment

     (j)  Charges and
          Deductions and Liens
          Therefor                      Description of the Plan -
                                        Consequences of Certain Events
                                        Affecting Employment

2.   Registrant Information and    Reports of the Company;
     Employee Plan Annual          Incorporation of Certain 
     Information                   Documents by Reference
                                                                 PROSPECTUS

                      CIRCUS CIRCUS ENTERPRISES, INC.

                             3,300,000 Shares

                     Common Stock, $.01-2/3 Par Value

          Offered Pursuant to the 1995 Special Stock Option Plan

     The shares covered by this Prospectus are being offered by
Circus Circus Enterprises, Inc. (the "Company") pursuant to the
Company's 1995 Special Stock Option Plan (the "Plan") which
provides for the granting of stock options covering up to
3,300,000 shares of the Company's Common Stock, $.01-2/3 par
value ("Common Stock"), subject to adjustment in the event of any
changes in the Common Stock resulting from stock dividends, stock
splits and similar changes.

                              _______________

     The Common Stock of the Company is listed on the New York
Stock Exchange and the Pacific Stock Exchange.  On May 24, 1996,
the last reported sale price of the Common Stock on the New York
Stock Exchange Composite Tape was $38.625 per share.

                              _______________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                              _______________

     THE NEVADA GAMING COMMISSION HAS NOT PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.

                              _______________

               The date of this Prospectus is May 30, 1996.
                          ADDITIONAL INFORMATION

     The Company has filed a Registration Statement with the 
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, with respect to the shares
offered hereby.  This Prospectus does not contain all of the
information set forth in the Registration Statement, certain
items of which are contained in schedules and exhibits to the
Registration Statement as permitted by the rules and regulations
of the Commission.  For further information, reference is made to
the Registration Statement, including the financial schedules and
exhibits filed or incorporated as a part thereof.  Items of
information omitted from this Prospectus but contained in the
Registration Statement may be inspected and copies may be
obtained (at prescribed rates) at the Commission's Public
Reference Section at 450 Fifth Street, N.W., Washington, D.C.
20549.

     The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 and, in accordance therewith,
files reports, proxy statements and other information with the
Commission.  Such reports, proxy statements and other information
can be inspected and copied (at prescribed rates) at the Public
Reference Section offices of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional
offices at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; Seven World Trade Center, 13th Floor, New York, New
York 10007; and Suite 1100, 5670 Wilshire Boulevard, Los Angeles,
California 90036-3648.  In addition, the Common Stock is listed
on the New York Stock Exchange and similar information concerning
the Company can be inspected and copied at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.

     No person is authorized to give any information or to make
any representations not contained in this Prospectus in
connection with the offer described herein, and any information
or representation not contained herein must not be relied upon as
having been authorized by the Company.  This Prospectus does not
constitute an offer to sell these securities in any state to any
person to whom it is unlawful to make such offer in such state. 
Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication
that information herein is correct as of any time subsequent to
its date.

     The Company will provide, without charge, to each person to
whom this Prospectus is delivered, a copy of the Company's annual
report to stockholders for its last fiscal year together with a
copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith (not including
exhibits to such information, unless such exhibits are
specifically incorporated by reference into the information that
this Prospectus incorporates) upon the written or oral request of
such person.  Requests should be directed to the Company's
General Counsel, Circus Circus Enterprises, Inc., 2880 Las Vegas
Boulevard South, Las Vegas, Nevada  89109 (telephone 702-734-
0410).

                          DESCRIPTION OF THE PLAN

Background

     Pursuant to an Agreement and Plan of Merger dated as of
March 19, 1995 (the "Merger Agreement") and an Exchange Agreement
dated as of March 19, 1995 (the "Exchange Agreement" and,
together with the Merger Agreement, the "Gold Strike
Agreements"), the Company agreed, subject to the receipt of
certain regulatory approvals and the satisfaction of certain
conditions, to acquire certain entities (collectively the "Gold
Strike Entities") which owned the Gold Strike Hotel & Gambling
Hall and the Nevada Landing Hotel & Casino in Jean, Nevada, the
Railroad Pass Hotel & Casino in Henderson, Nevada, a 50% interest
in a joint venture partnership with an affiliate of Hyatt
Development Corporation which owns the Grand Victoria, a
riverboat casino and land-based entertainment complex in Elgin,
Illinois, a 50% interest in a joint venture partnership with an
affiliate of Mirage Resorts, Incorporated which is developing
Monte Carlo, a 3,000-room gaming resort near the south end of the
Las Vegas Strip scheduled to open June 21, 1996 and certain other
assets (collectively the "Gold Strike Properties").

     On March 19, 1995, the Board of Directors adopted the 1995
Special Stock Option Plan (the "Plan"), subject to the Company's
acquisition of the Gold Strike Entities (which occurred on June
1, 1995) and approval of the Plan by the Company's stockholders
(which was obtained on June 22, 1995).  The Plan is not subject
to any provisions of the Employee Retirement Income Security Act
of 1974.  The description of the Plan contained in this
prospectus is qualified in all respects by the actual provisions
of the Plan, a copy of which will be provided to a Designated
Optionee (as defined) upon request.  See "Reports of the
Company."

Description of Options Granted Pursuant to the Plan

     On March 19, 1995, the Company's Compensation Committee,
which administers the Plan (the "Committee"), granted options to
the individuals named in the following table (collectively the
"Designated Optionees") pursuant to the Plan.  The following
table sets forth for each of the Designated Optionees the number
of shares of the Company's Common Stock issuable to such
individual upon the exercise of such options:
Name and Position                                          Number of Shares

Clyde T. Turner. . . . . . . . . . . . . . . . . . . . . . . . . .2,000,000
  Chairman of the Board and
  Chief Executive Officer
  
Glenn W. Schaeffer . . . . . . . . . . . . . . . . . . . . . . . . .900,000
  President, Chief Financial Officer
  and Treasurer

Antonio C. Alamo . . . . . . . . . . . . . . . . . . . . . . . . . .200,000
  Senior Vice President--Operations

Gregg H. Solomon . . . . . . . . . . . . . . . . . . . . . . . . . .200,000
  Senior Vice President--Operations

     Each of the aforementioned options will, according to their
respective terms, become fully exercisable in the event of a
"Change of Control" as defined in the optionee s employment
agreement or if the optionee s employment with the Company is
terminated (i) by the Company without "Cause", or (ii) by the
optionee for "Good Reason" each as defined in the Plan.

     Mr. Turner's options, for which he paid the Company a
purchase price of $1 per share, or an aggregate of $2,000,000 in
accordance with the terms of such options, were granted with an
exercise price of $27.875 per share (representing 110% of the
fair market value of the Company's Common Stock on the date of
the grant).  Such options will become exercisable as to 666,667
shares each on June 1, 1996 and June 1, 1997, respectively, and
as to an additional 666,666 shares on June 1, 1998.  Unless
earlier exercised or terminated, Mr. Turner's options expire on
March 19, 2002.

     Mr. Schaeffer's options include (i) options to purchase
500,000 shares of the Company's Common Stock at a purchase price
of $25.25 per share (representing the fair market value of the
Common Stock on the date of the grant) which become exercisable
as to 100,000 shares on June 1, 1996 and as to an additional
100,000 shares on June 1, 1997, June 1, 1998, June 1, 1999 and
June 1, 2000, respectively, (ii) options to purchase an
additional 200,000 shares at a purchase price of $30.30 per share
(representing 120% of the fair market value of the Common Stock
on the date of the grant) which become exercisable as to 40,000
shares on June 1, 1996 and as to an additional 40,000 shares on
June 1, 1997, June 1, 1998, June 1, 1999 and June 1, 2000,
respectively, and (iii) options to purchase an additional 200,000
shares at a purchase price of $32.825 per share (representing
130% of the fair market value of the Common Stock on the date of
the grant) which become exercisable as to 40,000 shares on June
1, 1996 and as to an additional 40,000 shares on June 1, 1997, 
June 1, 1998,  June 1, 1999 and June 1, 2000, respectively. 
Unless earlier exercised or terminated, Mr. Schaeffer's options
expire on March 19, 2005.

     Mr. Alamo's options entitle him to purchase 200,000 shares
of the Company s Common Stock at a purchase price of $25.25 per
share (representing the fair market value of the Common Stock on
the date of the grant) which become exercisable as to 40,000
shares on June 1, 1996 and as to an additional 40,000 shares on
June 1, 1997, June 1, 1998, June 1, 1999 and June 1, 2000,
respectively.  Unless earlier exercised or terminated, Mr.
Alamo's options expire on March 19, 2005.

     Mr. Solomon's options entitle him to purchase 200,000 shares
of the Company s Common Stock at a purchase price of $25.25 per
share (representing the fair market value of the Common Stock on
the date of the grant) which become exercisable as to 40,000
shares on June 1, 1996 and as to an additional 40,000 shares on
June 1, 1997, June 1, 1998, June 1, 1999 and June 1, 2000,
respectively.  Unless earlier exercised or terminated, Mr.
Solomon s options expire on March 19, 2005.

Purposes of the Plan

     The purposes of the Plan are to enable the Company to retain
the services of its Chief Executive Officer, Clyde T. Turner, and
afford him the opportunity to substantially increase his
ownership interest in the Company's Common Stock, and to attract
and retain the services of the other Designated Optionees who
were, prior to the Company's acquisition of the Gold Strike
Entities, senior executive officers of certain of the Gold Strike
Entities.  The full text of the Plan is included as an exhibit to
the registration statement of which this Prospectus is a part,
and the following description is qualified in its entirety by
reference to the Plan.

Grants of Options

     The Plan authorizes the Committee (subject in each instance
to conditions subsequently satisfied relating to approval of the
Plan by the Company's stockholders and the Company s acquisition
of the Gold Strike Entities), to grant stock options not intended
to qualify as "incentive stock options", as defined under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code")
to purchase up to an aggregate of 3,300,000 shares of the
Company's Common Stock, $.01-2/3 par value.  Under the terms of
the Plan, stock options may be granted pursuant thereto for a
term of up to ten years.  The aforementioned grants of options to
the Designated Optionees on March 19, 1995 cover the entire
3,300,000 shares permitted to be issued pursuant to the Plan.

     Under the terms of the Plan, if a stock option or portion
thereof expires or is terminated, canceled or surrendered for any
reason without being exercised in full, the unpurchased shares of
Common Stock which were subject to such stock option or portion
thereof shall not be available for future grants of stock options
under the Plan.  Because options have been granted pursuant to
the Plan to purchase the maximum number of shares of Common Stock
that may be issued pursuant to the Plan, this provision precludes
any future grant of options pursuant to the Plan regardless of
the ultimate disposition of the Plan's currently outstanding
options.

     Under the terms of the Plan, options could be granted by the
Committee pursuant thereto only to the Designated Optionees.  The
Committee was authorized by the Plan to grant stock options to
purchase such number of shares of Common Stock (subject to the
below-mentioned limitation on the number of options that could be
granted to any one Designated Optionee) as the Committee might,
in its sole discretion, determine.  In granting stock options,
the Committee, on an individual basis, might vary the number of
stock options as between the Designated Optionees and, within the
aforementioned limit, might grant stock options to a Designated
Optionee in such amounts as the Committee might determine in its
sole discretion.  The Committee may amend or waive any term or
condition of a stock option, including any condition to the
exercisability of any such option, and no such amendment or
waiver shall in any way diminish the effectiveness of such option
as granted on its date of grant, as so amended or as so modified
by the waiver, or constitute the grant of a new stock option.

     Under terms of the Plan, the exercise price of stock options
granted pursuant to the Plan may not be less than the fair market
value of the Common Stock as of the date of grant.  Stock options
may not be granted under the Plan to any Designated Optionee to
purchase in excess of 2,000,000 shares of the Company's Common
Stock.  The option exercise price for each option granted
pursuant to the Plan must be paid in cash, by check, bank draft
or money order, or, in the discretion of the Committee, with
Common Stock of the Company owned by the optionee or deliverable
upon the exercise of an option and having a fair market value on
the date of exercise equal to the aggregate exercise price of the
shares to be so purchased, or a combination thereof.

Amendment of the Plan

     The Plan can be amended, suspended, reinstated or terminated
by the Board of Directors, provided, however, that without
approval of the Company's stockholders, no amendment shall be
made which (i) increases the maximum number of shares of Common
Stock which may be subject to stock options granted under the
Plan, except for specified adjustment provisions, (ii) extends
the term of the Plan, (iii) increases the period during which a
stock option may be exercised beyond ten years from the date of
the grant, (iv) materially increases the benefits accruing to
optionees under the Plan, (v) materially modifies the
requirements as to eligibility for participation in the Plan, or
(vi) will cause stock options granted under the Plan to fail to
meet the requirements of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended.  The Plan will continue in effect until
March 19, 2005, unless previously terminated by the Board of
Directors.

Non-Transferability of Options

     Options granted pursuant to the Plan are not assignable or
transferable except by will or the laws of descent and
distribution.  Options acquired pursuant to the Plan may be
exercised during the optionee's lifetime only by the optionee (or
the optionee's guardian or legal representative).

Consequences of Certain Events Affecting Employment

     If an optionee's employment by, or relationship with, the
Company or its subsidiaries shall terminate as a result of such
optionee's total disability, each stock option held by such
optionee (which has not previously lapsed or terminated) shall
immediately become fully exercisable as to the total number of
shares of Common Stock subject thereto (whether or not
exercisable to that extent at the time of such termination) and
shall remain so exercisable by such optionee for a period of six
months after termination unless such stock option expires earlier
by its terms.  For purposes of the foregoing sentence, "total
disability" means permanent mental or physical disability as
determined by the Committee.  In the event of the death of an
optionee, each stock option held by such optionee (which has not
previously lapsed or terminated) shall immediately become fully
exercisable as to the total number of shares of Common Stock
subject thereto (whether or not exercisable to that extent at the
time of death) by the executor or administrator of the optionee's
estate or by the person or persons to whom the deceased
optionee's rights thereunder have passed by will or by the laws
of descent or distribution, and shall remain so exercisable for a
period of six months after such optionee's death unless such
stock option expires earlier by its terms.  If an optionee's
employment by the Company shall terminate by reason of such
optionee's retirement in accordance with Company policy, each
stock option held by such optionee at the date of termination
(which has not previously lapsed or terminated) shall immediately
become fully exercisable as to the total number of shares of
Common Stock subject thereto (whether or not exercisable to that
extent at the time of such termination) and shall remain so
exercisable by such optionee for a period of six months after
termination, unless the stock option expires earlier by its
terms.  In the event the Company terminates the employment of an
optionee without "Cause" or the optionee terminates his
employment with the Company for "Good Reason", as such terms
shall be defined in any employment agreement between the Company
and optionee, each stock option held by such optionee (which has
not previously lapsed or terminated) shall immediately become
fully exercisable as to the total number of shares of Common
Stock subject thereto (whether or not exercisable to that extent
at the time of such termination) and shall remain so exercisable
for a period of six months after such termination unless such
stock option expires earlier by its terms.  In the event an
optionee's employment by, or relationship with, the Company shall
terminate for any other reason while such optionee holds stock
options granted under the Plan, then all rights of any kind under
any outstanding stock option held by such optionee which shall
not have previously lapsed or terminated and which are
exercisable on the date of termination of employment shall remain
so exercisable by such optionee for a period of three months
after termination unless such stock option expires earlier by its
terms.

Changes in Capitalization

     The purchase price and the number and kind of shares that
may be purchased upon exercise of options granted pursuant to the
Plan, and the number of shares which may be granted pursuant to
the Plan, are subject to adjustment in certain events, including
any stock splits, recapitalization and reorganizations in
accordance with the terms of the Plan.

Administration of the Plan

     The Plan is administered by the Committee, which is
appointed by the Company s Board of Directors.  The Committee, as
presently constituted, conforms to the Plan s requirement that it
consist of two or more members of the Board of Directors, each of
whom must be a  disinterested  person within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934 and an  outside
director  for purposes of Section 162(m) of the Code.  Vacancies
on the Committee, howsoever caused, are filled by the Company s
Board of Directors.  See  Administration .

Certain Federal Income Tax Aspects of the Plan

     Set forth below is a general summary of the Federal income
tax consequences associated with the Plan.

     Non-Qualified Options.  Options granted under the Plan are
not intended to qualify for the favorable Federal income tax
treatment accorded to incentive stock options under Section 422
of the Code.  An optionee should not recognize any income for
Federal income tax purposes at the time of the grant of any
option under the Plan.  When the option is exercised, however,
the excess of the fair market value of the shares of Common Stock
acquired pursuant to such exercise, determined at the time of
exercise, over the option price will constitute ordinary income
to the optionee.  Subject to applicable limitations, the Company
is entitled to a corresponding income tax deduction equal to the
amount of such ordinary income for the taxable year in which the
optionee is required to recognize such income for Federal income
tax purposes.  The optionee's tax basis in the shares generally
will be equal to the option price paid for the shares plus the
amount of any income recognized by the optionee upon the exercise
of the option.  Upon a subsequent disposition of the shares
acquired pursuant to the exercise of an option, the optionee will
recognize capital gain or loss (if the stock is a capital asset
of the optionee) which will be treated as long-term capital gain
or loss if the shares have been held for a period of more than
one year.

     Taxation of Capital Gains and Ordinary Income.  Presently,
the maximum effective Federal income tax rate for individuals
applicable to long-term capital gains is 28%, whereas the maximum
effective Federal income tax rate for individuals applicable to
ordinary income is 39.6%.  Capital losses generally are only
deductible against capital gains and, for individuals, a limited
amount ($3,000 per year) of ordinary income.

     Code Section 162(m).  Section 162(m) of the Code limits the
Company's deduction for compensation paid to certain executives
to $1,000,000 per year.  "Qualified performance-based
compensation" which is paid pursuant to a plan approved by
stockholders, is administered by a compensation committee
composed of "outside directors" and meets the other requirements
of Code Section 162(m) and the regulations thereunder is excluded
from the $1,000,000 limitation.  The Plan has been written and is
intended to be administered in a manner which will enable the
compensation attributable to stock options under the Plan to be
treated as "qualified performance-based compensation" under Code
Section 162(m) and the regulations.

Sources of Stock

     Common Stock issuable upon exercise of options granted
pursuant to the Plan can be either authorized but unissued shares
or shares previously issued and subsequently reacquired and held
as treasury shares by the Company.  However, the Company
currently intends to utilize only treasury shares to meet its
requirements under the Plan.

                          RESTRICTIONS ON RESALE

     Certain officers and directors of the Company, including
each of the Designated Optionees, may be deemed to be
"affiliates" of the Company for purposes of the Securities Act of
1933.  Shares acquired under the Plan by an affiliate or, under
certain conditions, by persons who are not employees of the
Company at the time of exercise of the Options or not otherwise
deemed to be employees of the Company, may only be re-offered or
resold pursuant to an effective registration statement under the
Securities Act of 1933 or in accordance with Rule 144 thereunder. 
An affiliate, or any person who is not an employee of the Company
or not deemed to be an employee of the Company, may not re-offer
or resell shares by means of this Prospectus.

     Under Section 16(b) of the Securities Exchange Act of 1934,
as amended, if a director or officer of the Company, or a person
who beneficially owns, directly or indirectly, more than ten
percent of the Common Stock of the Company, purchases and sells,
or sells and then purchases, Common Stock of the Company within a
six-month period, any profit on any of the sales must be paid to
the Company.  The provisions of Section 16(b) are generally known
as the "short-swing profit" provisions.  However, in certain
cases specific rules exempt certain transactions from the short-
swing profit provisions provided applicable conditions set forth
in the rules are complied with.  All directors and officers of
the Company and all persons who beneficially own, directly or
indirectly, more than ten percent of the Common Stock of the
Company, should, therefore, consider the limitations imposed by
Section 16(b) prior to purchasing or selling any Common Stock.

                              ADMINISTRATION

     The Plan is administered by a Committee, which is appointed
by the Company's Board of Directors and consists of at least two
members of the Board of Directors, each of whom shall be a
disinterested person (as such term is defined in Rule 16b-3 under
the Securities Exchange Act of 1934) and an  outside director 
for purposes of Section 162(m) of the Internal Revenue Code of
1986, as amended.  The Board may fill all vacancies on the
Committee or add members to the Committee.  Members of the
Committee may be removed by the Board at any time with or without
cause.  The Committee selects one of its members as Chairman, and
holds meetings at such times and places as it may determine.  

     The Committee may act only by majority of its members then
in office; however, the Committee may authorize any one or more
of its members or any officer of the Company to execute and
deliver documents on behalf of the Committee.  The Committee has
the full power, subject to and within the limits of the Plan, to:
(i) interpret and administer the Plan, and options granted
pursuant thereto; (ii) make and interpret rules and regulations
for the administration of the Plan and to make changes in and
revoke such rules and regulations (and in the exercise of this
power, shall generally determine all questions of policy and
expediency that may arise and may correct any defect, omission,
or inconsistency in the Plan or any agreement evidencing the
grant of any option in a manner and to the extent it shall deem
necessary to make the Plan fully effective); (iii) determine
those persons to whom options shall be granted and the number of
options to be granted to any person; (iv) determine the terms of
options granted under the Plan, consistent with the provisions of
the Plan; and (v) generally, exercise such powers and perform
such acts in connection with the Plan as are deemed necessary or
expedient to promote the best interests of the Company.  The
interpretation and construction by the Committee of any
provisions of the Plan or of any option shall be final, binding
and conclusive.  The present Committee members, each of whom is a
director of the Company, are Tony Coelho, Arthur M. Smith, Jr.
and Fred W. Smith.  Requests for additional information
concerning the Committee, the Committee s members or the Plan may
be made to the individual and in the same manner as requests
described under "Reports of the Company".

     The Plan provides that no member of the Committee shall be
liable for any action taken or omitted to be taken or for any
determination made by him or her in good faith with respect to
the Plan, and the Company shall indemnify and hold harmless each
member of the Committee against any cost or expense (including
counsel fees) or liability (including any sum paid in settlement
of a claim with the approval of the Committee) arising out of any
act or omission in connection with the administration or
interpretation of the Plan, unless arising out of such person s
own fraud or bad faith.

                          REPORTS OF THE COMPANY

     The Company's Quarterly and Annual Reports to Stockholders,
proxy soliciting material and other communications distributed to
the Company's stockholders generally will be provided to each of
the Designated Optionees so long as such optionee is entitled to
purchase Common Stock pursuant to the Plan.  If a holder of an
option granted pursuant to the Plan does not for some reason
receive a copy of any of such reports, material or other
communications, or he wishes to receive a copy of the Plan, he
may obtain copies of the same which the Company will provide
promptly without charge upon written or oral request.  Such
request should be directed to the Company's General Counsel,
Circus Circus Enterprises, Inc., 2880 Las Vegas Boulevard South,
Las Vegas, Nevada 89109 (702-734-0410).

                         INCORPORATION OF CERTAIN
                          DOCUMENTS BY REFERENCE 

     The Company hereby incorporates by reference, the following
documents, each of which shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing
thereof with the Securities and Exchange Commission:

     (a)  The Company's Annual Report on Form 10-K for the fiscal
          year ended January 31, 1996, filed pursuant to Section
          13(a) of the Securities Exchange Act of 1934 (the
          "Exchange Act");

     (b)  Amendment No. 1 on Form 10-K/A to the Company s Annual
          Report on Form 10-K for the fiscal year ended January
          31, 1996, filed pursuant to Section 13(a) of the
          Exchange Act;

     (c)  The description of the Company's Common Stock contained
          in the Company's Registration Statement on Form 8-A
          declared effective by the Securities and Exchange
          Commission on October 25, 1983, and any amendments or
          reports filed for the purpose of updating such
          description;

     (d)  The description of the Company's Common Stock Purchase
          Rights contained in the Company's Registration
          Statement on Form 8-A declared effective by the
          Securities and Exchange Commission on August 12, 1994
          and any amendments or reports filed for the purpose of
          updating such description; and

     (e)  All documents subsequently filed by the Company
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
          Exchange Act prior to the filing of a post-effective
          amendment which indicates that all securities offered
          hereby have been sold or which deregisters all
          securities then remaining unsold.

     Copies of the documents incorporated by reference herein,
except for the exhibits to such documents (unless such exhibits
are specifically incorporated by reference into the documents
which this Prospectus incorporates), are available to any person
receiving a copy of this Prospectus upon written or oral request. 
Such request should be directed to the Company's General Counsel,
Circus Circus Enterprises, Inc., 2880 Las Vegas Boulevard South,
Las Vegas, Nevada 89109 (702-734-0410).  See "Additional
Information."

                                  EXPERTS

     The consolidated financial statements included or
incorporated by reference in the Company's Annual Report on Form
10-K for the year ended January 31, 1996, incorporated by
reference in this Prospectus and elsewhere in the Registration
Statement, to the extent and for the periods indicated in their
report, have been audited by Arthur Andersen LLP, independent
public accountants, and are incorporated herein by reference in
reliance upon the authority of such firm as experts in giving
said report.  

                             TABLE OF CONTENTS
                                                                       Page
Additional Information. . . . . . . . . . . . . . . . . .    2
Description of the Plan . . . . . . . . . . . . . . . . .    3
    Background. . . . . . . . . . . . . . . . . . . . . .    3
    Description of Options Granted Pursuant to the Plan .    3
    Purposes of the Plan. . . . . . . . . . . . . . . . .    5
    Grants of Options . . . . . . . . . . . . . . . . . .    5
    Amendment of the Plan . . . . . . . . . . . . . . . .    6
    Non-Transferability of Options. . . . . . . . . . . .    7
    Consequences of Certain Events Affecting Employment .    7
    Changes in Capitalization . . . . . . . . . . . . . .    8
    Administration of the Plan. . . . . . . . . . . . . .    8
    Certain Federal Income Tax Aspects of the Plan. . . .    8
    Sources of Stock. . . . . . . . . . . . . . . . . . .    9
Restrictions on Resale. . . . . . . . . . . . . . . . . .    9
Administration. . . . . . . . . . . . . . . . . . . . . .   10
Reports of the Company. . . . . . . . . . . . . . . . . .   11
Incorporation of Certain Documents by Reference . . . . .   11
Experts . . . . . . . . . . . . . . . . . . . . . . . . .   12

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    Reference is made to the information appearing under the
heading "Incorporation of Certain Documents by Reference" in the
Prospectus constituting a part of this Registration Statement,
which information is incorporated herein by this reference.

Item 4.  Description of Securities.

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    Not applicable.

Item 6.  Indemnification of Directors and Officers.

    Section 78.751 of the Nevada Revised Statutes (the "Nevada
Law") permits a corporation to indemnify any of its directors,
officers, employees and agents against costs and expenses arising
from claims, suits and proceedings if such persons acted in good
faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.  Notwithstanding the foregoing,
in an action by or in the right of the corporation, no
indemnification may be made in respect of any claim, issue or
matter, as to which such person is adjudged to be liable to the
corporation unless a court of competent jurisdiction determines
that in view of all the circumstances of the case,
indemnification would be appropriate.  The indemnification
provisions of the Nevada Law expressly do not exclude any other
rights a person may have to indemnification under any bylaw,
among other things.

    In accordance with Nevada Revised Statutes 78.037, Article
XI of the Company's Restated Articles of Incorporation provides
that no director or officer of the Company shall be personally
liable to the Company or its stockholders for damages for breach
of fiduciary duty as a director or officer, except for (a) acts
or omissions which include intentional misconduct, fraud or a
knowing violation of law, or (b) the payment of dividends in
violation of Nevada Revised Statutes 78.300.

    Article X, Section 10.2 of the Company's Restated Bylaws
provides for mandatory indemnification of directors and officers
to the fullest extent now or hereafter permitted by law. 

    The Company maintains a liability insurance policy under
which officers and directors are generally indemnified against
losses and liability (including costs, expenses, settlements, and
judgments) incurred by them in such capacities, individually or
otherwise, other than specified excluded losses.  The insurance
policy will pay on behalf of the Company all covered losses for
which the Company grants indemnification of each officer or
director as permitted by law which the officer or director
becomes legally obligated to pay on account of an indemnifiable
claim.  The policy would generally cover, in addition to other
liabilities, liabilities arising under the federal securities
laws; however, the subject of loss may not include any claim or
claims under federal or state law arising out of or relating to
(i) the filing of a registration statement with the Securities
and Exchange Commission or the offer or sale by means of a
prospectus of any security with respect to which a registration
statement has been filed, including, but not limited to, any
claim asserting that such registration statement or prospectus
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading, (ii) any
underwriting agreement for the offer or sale of any security, or
(iii) any accounting of profits from the purchase or sale of
securities of the Company under Section 16(b) of the Securities
Exchange Act of 1934 or a similar state law.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.   Exhibits.

4   Circus Circus Enterprises, Inc. 1995 Special Stock Option
    Plan and Forms of Non-Qualified Stock Option Plan
    Certificate and Agreement (Incorporated by reference to
    Exhibit 10(gg) to the Company's Annual Report on Form 10-K
    for the year ended January 31, 1995).

23  Consent of Arthur Andersen LLP

Item 9.   Undertakings.

    The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or
    sales are being made, a post-effective amendment to this
    registration statement:

         (i)  To include any prospectus required by Section
    10(a)(3) of the Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events
    arising after the effective date of the registration
    statement (or the most recent post-effective amendment
    thereof) which, individually or in the aggregate, represent
    a fundamental change in the information set forth in the
    registration statement;

         (iii) To include any material information with respect to
    the plan of distribution not previously disclosed in the
    registration statement or any material change to such
    information in the registration statement;

    provided, however, that paragraphs (1)(i) and (l)(ii) do not
    apply if the registration statement is on Form S-3 or Form
    S-8, and the information required to be included in a post-
    effective amendment by those paragraphs is contained in
    periodic reports filed by the registrant pursuant to Section
    13 or 15(d) of the Securities Exchange Act of 1934 that are
    incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability
    under the Securities Act of 1933, each such post-effective
    amendment shall be deemed to be a new registration statement
    relating to the securities offered therein, and the offering
    of such securities at that time shall be deemed to be the
    initial bona fide offering thereof.

         (3)  To remove from registration by means of a post-
    effective amendment any of the securities being registered
    which remain unsold at the termination of the offering.

    The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Las Vegas, State of Nevada, on the 29th of May, 1996. 

                        CIRCUS CIRCUS ENTERPRISES, INC.

                        By:CLYDE T. TURNER                 
                            CLYDE T. TURNER, Chairman of the
                           Board and Chief Executive Officer

                             POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Clyde T. Turner,
Michael S. Ensign and William A. Richardson, and each of them,
his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

    Signature           Title                         Date

CLYDE T. TURNER          Chairman of the Board        May 29, 1996
CLYDE T. TURNER          and Chief Executive Officer
                         (Principal Executive Officer)

MICHAEL S. ENSIGN        Vice Chairman of the Board   May 29, 1996
MICHAEL S. ENSIGN        and Chief Operating Officer

      Signature                   Title                Date 

WILLIAM A. RICHARDSON    Executive Vice President      May 29, 1996
William A. Richardson   and Director

GLENN W. SCHAEFFER       President, Chief Financial    May 29, 1996 
Glenn W. Schaeffer       Officer, Treasurer and Director
                         (Principal Financial Officer)

KURT SULLIVAN            Senior Vice President -       May 29, 1996
Kurt Sullivan            Operations and Director

LES MARTIN               Controller (Principal         May 29, 1996 
Les Martin               Accounting Officer)

                         Director                      May   , 1996
Tony Coehlo

                         Director                      May   , 1996 
Carl F. Dodge    

                          Director                      May   , 1996 
William N. Pennington 

                         Director                      May   , 1996 
Arthur M. Smith, Jr. 

FRED W. SMITH            Director                      May 29, 1996
Fred W. Smith

                                                                  Exhibit 23

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement of our report dated February 28, 1996 included or
incorporated by reference in Circus Circus Enterprises, Inc.'s 
Annual Report on Form 10-K for the year ended January 31, 1996
and to all references to our Firm included in this Registration
Statement.  

                                  ARTHUR ANDERSEN LLP 

Las Vegas, Nevada
May 28, 1996