As filed with the Securities and Exchange Commission on
                              April 28, 1994

                                               Registration No. 33-________


                    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
 incorporation or organization)                 Identification No.)

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

                          1993 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
                    Fox, Rothschild, O'Brien & Frankel
                      2000 Market Street, Tenth Floor
                          Philadelphia, PA 19103


                      CALCULATION OF REGISTRATION FEE                     

                                 Proposed    Proposed
                                 Maximum     Maximum
Title of Securities    Amount    Offering    Aggregate      Amount of
     to be             to be     Price Per   Offering       Registration
  Registered         Registered   Share*      Price*             Fee      

Common Stock,       4,000,000
$.01-2/3 Par Value    Shares       $28.25      $113,000,000   $38,966     

*The maximum offering price per share has been established for purposes
of calculating the registration fee in accordance with Rule 457(h)(1).

<PAGE>

                      CIRCUS CIRCUS ENTERPRISES, INC.

                           CROSS REFERENCE SHEET

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

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

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

     (b)  Securities to be Offered                Cover Page; Description   
                                                  of the Plan Limitation on
                                                  Number of Shares

     (c)  Employees Who May                       Description of the Plan -
          Participate in the Plan                 General
 
     (d)  Purchase of Securities                  Description of the Plan -
          Pursuant to the Plan and                General, - Stock Options
          Payments for Securities                 and - Termination of 
          Offered                                 Employment            

     (e)  Resale Restrictions                     Restrictions on Resale

     (f)  Tax Effects of Plan                     Federal Income Tax
          Participation                           Consequences

     (g)  Investment of Funds                     Not Applicable

     (h)  Withdrawal from the Plan;               Description of the Plan -
          Assignment of Interest                  Non-Transferability and
                                                  Termination of Employment

     (i)  Forfeitures and Penalties               Description of the Plan -
                                                  Termination of Employment

     (j)  Charges and Deductions and              Description of the Plan -
          Liens Therefor                          Termination of Employment

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

																																		-i-
<PAGE>

PROSPECTUS

                 CIRCUS CIRCUS ENTERPRISES, INC.

                        4,000,000 Shares

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


     This Prospectus relates to the offering by Circus Circus
Enterprises, Inc. (the "Company") of 4,000,000 shares of the
Company's Common Stock, $.01-2/3 per value ("Common Stock"),
pursuant to the Company's 1993 Stock Option Plan (the "Plan")
which provides for the granting of options to purchase up to
4,000,000 shares of Common Stock, subject to adjustment upon the
occurrence of certain events specified in the Plan, including
stock dividends, stock splits and extraordinary cash dividends. 
Although the Company may issue previously authorized but unissued
shares of its Common Stock pursuant to the Plan, it is the
Company's present intention that all shares issued pursuant to
the Plan will be shares of Common Stock held as treasury shares.

                         _______________

     The Common Stock of the Company is listed on the New York
Stock Exchange and the Pacific Stock Exchange.  On April 22,
1994, the last reported sale price of the Common Stock on the New
York Stock Exchange Composite Tape was $28-1/4 per share.

                         _______________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES 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 April 28, 1994.

                   															-1-
<PAGE>

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 with 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 Refer-
ence 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 of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices
at Seven World Trade Center, 13th Floor, New York, New York 10048
and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511.  In addition, the Common
Stock is listed on the New York Stock Exchange and similar infor-
mation 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 exhib-
its to such information, unless such exhibits are specifically
incorporated by reference into the information that this Prospec-
tus incorporates) upon the written or oral request of such per-
son.  Requests should be directed to the Mike Sloan, Secretary of
the Company, 2880 Las Vegas Boulevard South, Las Vegas, Nevada 
89109 (telephone 702-734-0410).

																																		-2-
<PAGE>

                     DESCRIPTION OF THE PLAN

General

     This Prospectus relates to an aggregate of 4,000,000 shares
of Common Stock which may be issued pursuant to the Company's
1993 Stock Option Plan.  The Plan provides for the issuance of up
to 4,000,000 shares of the Company's Common Stock pursuant to
stock options granted to (i) officers and other full-time
salaried employees of the Company and its "Subsidiaries" (as
defined) with managerial, professional or supervisory responsi-
bilities, and (ii) consultants and advisors who render bona fide
services to the Company and its Subsidiaries, in each case, where
the committee administering the Plan (the "Committee") determines
that such officer, employee, consultant or advisor has the
capacity to make a substantial contribution to the success of the
Company.  This Prospectus will not be utilized in connection with
issuances of shares to consultants or advisors to whom options
may be granted pursuant to the Plan for services in connection
with the offer or sale of securities in capital-raising
transactions, although the Plan does not preclude the Committee
from granting options under such circumstances, provided the
other terms and conditions of the Plan are complied with.  As
used in this Prospectus, the term "Participant" means a person
who holds one or more stock options granted pursuant to the Plan. 
For purposes of the preceding sentence, the term "Subsidiaries"
means those entities at least 50% owned, directly or indirectly,
by the Company.  All references in this Prospectus to numbers of
shares and market and exercise prices have been adjusted to
reflect a three-for-two split of the Company's Common Stock
effective at the close of business on July 9, 1993.

     The Plan was adopted by the Company's Board of Directors
(the "Board of Directors") on March 29, 1993 (the Plan's
effective date) subject to approval by the Company's stockholders
which was obtained on June 17, 1993.  The Plan is not subject to
the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").  All expenses associated with the Plan are borne
by the Company.

     The description of the Plan contained herein does not
purport to be complete, and reference is made to the Plan itself
and to the respective agreements evidencing options granted
pursuant to the Plan for a full statement of the terms and
provisions applicable to such awards.

     The principal office of the Company is located at 2880 Las
Vegas Boulevard South, Las Vegas, Nevada 89109, and its telephone
number is (702) 734-0410.

																																		-3-
<PAGE>

Purposes

     The purposes of the Plan are to enable the Company and its
Subsidiaries to attract and retain the services of officers and
other key employees with managerial, professional or supervisory
responsibilities, to retain able consultants and advisors and to
motivate such persons to use their best efforts on behalf of the
Company.  

Administration

     The Plan is administered by the Committee which, according
to the terms of the Plan, is to consist of two or more directors
of the Company designated by the Board of Directors.  Each member
of the Committee is required by the terms of the Plan to be a
"disinterested person" (as such terms is defined in Rule 16b-3
under the Securities Exchange Act of 1934).  Accordingly, members
of the Committee are not eligible to participate in the Plan and
no such member may have otherwise participated in the Plan or
(other than the receipt of "formula awards" pursuant to the
Company's 1991 Stock Incentive Plan) any other plan of the
Company or its Subsidiaries providing for the acquisition of
stock options within one year prior to serving on the Committee.

     The Plan grants to the Committee full power, subject to and
within the limits of the Plan, to (i) interpret and administer
the Plan and stock options granted thereunder; (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, generally determine all
questions of policy and expediency that may arise and correct any
defect, omission, or inconsistency in the Plan or any agreement
evidencing the grant of any stock option in a manner and to the
extent it deems necessary to make the Plan fully effective);
(iii) determine those persons to whom stock options shall be
granted and the number of stock options to be granted to any
person; (iv) determine the terms of stock 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 stock option granted pursuant to the Plan shall be
final, binding and conclusive.  The Committee may amend or modify
the terms of any stock option previously granted pursuant to the
Plan, but no such amendment or modification may impair the rights
of any Participant under such stock option without the consent of
such Participant.  Requests for additional information concerning
the Committee or the Plan may be made to the individual and in
the same manner as requests described under "Reports of the
Company".

																																		-4-
<PAGE>

    The names and addresses of the present Committee members and
their positions with the Company are set forth below:

                                         Position(s)
Names and Addresses                     with Company   

William G. Bennett                      Chairman of the Board
2880 Las Vegas Boulevard South          
Las Vegas, Nevada 89109                 

William N. Pennington                   Director
Southwest Professional Center
441 West Plumb Street
Reno, Nevada 89509

Arthur M. Smith, Jr.                    Director
One East 1st Street
4th Floor
Reno, Nevada 89501

Limitation on Number of Shares

     Except for adjustments in accordance with the terms of the
Plan upon the occurrence of certain specified events, the number
of shares of Common Stock which may be issued pursuant to the
Plan may not exceed 4,000,000.  To the extent a stock option
granted to a Participant pursuant to the Plan expires unexercised
or is cancelled, terminated or forfeited in any manner without
the issuance of shares of Common Stock thereunder, such shares
will again be available under the Plan.  While the shares of
Common Stock issued pursuant to the Plan may be either authorized
and unissued shares, treasury shares, or a combination thereof,
as the Committee determines, it is currently the intention of the
Company to utilize treasury shares for this purpose.

Stock Options

     Stock options granted to a Participant under the Plan may be
incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, and any successor
statute (the "Code"), or in such other form, consistent with the
Plan, as the Committee may determine.  Incentive stock options
may be granted for a term of up to five years in the case of
optionees who own in excess of 10% of the combined voting power
of all classes of the Company's stock and up to ten years, in the
Committee's sole discretion, in the case of all other optionees. 
Non-Qualified stock options may be granted for a term of up to
ten years.  The exercise price per share of Common Stock for a
stock option granted to a Participant pursuant to the Plan must
be fixed by the Committee at not less than 100% of the "fair

																																		-5-
<PAGE>

market value" of a share of Common Stock on the date of grant (or
110% of "fair market value" in the case of incentive stock
options granted to any officer or employee holding in excess of
10% of the combined voting power of all classes of the Company's
stock as of the date of grant).  For this purpose, the "fair
market value" of the Common Stock, as defined in the Plan, means
the last reported sale price of the Common Stock on the New York
Stock Exchange Composite Tape on the date fair market value is to
be determined and, in absence of any sale on such day, fair
market value as determined in good faith by the Committee.  Stock
options granted to a Participant pursuant to the Plan will be
exercisable at such time or times as the Committee determines at
or subsequent to grant in accordance with the terms of the Plan. 
Stock options granted pursuant to the Plan will be exercisable in
whole or in part by written notice to the Company, 2880 Las Vegas
Boulevard South, Las Vegas, Nevada 89109 (to the attention of the
Company's Corporate Secretary), in each case signed by the
Participant exercising such option, stating the number of shares
of Common Stock with respect to which the option is being
exercised and accompanied by payment in full of the exercise
price.

     Payment of the exercise price for an option granted to a
Participant may be made, at the discretion of the optionee, and
to the extent permitted by the Committee, (A) in United States
dollars (whether in cash or by check, bank draft, or money order
payable in United States dollars to the order of the Company),
(B) in Common Stock (valued at the "fair market value" thereof on
the date of exercise), or (C) by a combination of cash and Common
Stock.  The date on which both such notice and payment have been
received by the office of the Corporate Secretary of the Company
will be the date of exercise for the option as to the number of
shares specified in the notice and for which such payment has
been received.  Until the shares of Common Stock as to which an
option is exercised are issued, the Participant shall have none
of the rights of a shareholder of the Company with respect to
such shares.

Special Provisions Applicable to Incentive Stock Options

     The following provisions apply to incentive stock options
granted under the Plan:

     (i)       Incentive stock options may only be granted to
               Participants who are employees of the Company or a
               Subsidiary;

     (ii)      To the extent that the aggregate "fair market
               value" of Common Stock, with respect to which
               incentive stock options are exercisable for the
               first time by a Participant during any calendar
               year under the Plan and any other plan of the
               Company or a Subsidiary, exceeds $100,000, such
               stock options shall be treated as non-qualified
               stock options;

     (iii)     Any Participant who disposes of shares of Common
               Stock acquired upon the exercise of an incentive
               stock option by sale or exchange either within two
               (2) years after the date of the grant of the


																																		-6-
<PAGE>

               incentive stock option under which the shares were
               acquired or within one (1) year of the acquisition
               of such shares, shall be required to promptly
               notify the Corporate Secretary of the Company at
               the principal office of the Company of such
               disposition, the amount realized, the purchase
               price per share paid upon exercise and the date of
               disposition; and

     (iv)      Any incentive stock option granted to a
               Participant who, at the time of the grant, owns
               stock representing more than ten percent (10%) of
               the total combined voting power of all classes of
               stock either of the Company or any parent or
               Subsidiary of the Company, must (A) be exercisable
               at a price that is at least one hundred ten
               percent (110%) of the "fair market value" of the
               Common Stock at the time the option is granted and
               (B) not be exercisable more than five (5) years
               from the date it is granted.

Termination of Employment

     General.  Except as otherwise described under "Exceptions to
the General Rule", below, if a Participant's employment by, or
relationship with, the Company or its Subsidiaries is terminated
for any reason, all rights of any kind under any outstanding
stock option granted under the Plan held by such Participant
which have not previously lapsed or terminated expire
immediately.

     Exceptions to the General Rule.  The general rule applicable
upon a Participant's termination of employment by, or
relationship with, the Company or its Subsidiaries, described
under "General", above, is subject to four exceptions.  Such
exceptions are as follows:  

          (1) Total Disability.  If a Participant's employment
by, or relationship with, the Company or its Subsidiaries
terminates as a result of such Participant's permanent mental or
physical disability as determined by the Committee ("Total
Disability"), each stock option granted under the Plan held by
such Participant (which has not previously lapsed or terminated)
immediately becomes 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
remains so exercisable by such Participant until the earlier of
(i) the expiration of the option by its terms, or (ii) the
expiration of the six-month period commencing with such
termination of employment or relationship.

          (2)  Death.  In the event of the death of a
Participant, each stock option granted under the Plan held by
such Participant (which has not previously lapsed or terminated)
immediately becomes fully exercisable as to the total number of

																																		-7-
<PAGE>

shares of Common Stock subject thereto (whether or not exercis-
able to that extent at the time of death) by the executor or
administrator of the Participant's estate or by the person or
persons to whom the deceased Participant's rights thereunder pass
by will or by the laws of descent or distribution, and remain so
exercisable until the earlier of (i) the expiration of the option
by its terms or (ii) the expiration of the six-month period
commencing with such Participant's death.

          (3)  Retirement.  If a Participant's employment by the
Company or its Subsidiaries terminates by reason of such
Participant's retirement in accordance with Company policies,
each stock option granted under the Plan held by such Participant
at the date of such termination (which has not previously lapsed
or terminated) immediately becomes 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 remain so exercisable by such Participant until
the earlier of (i) the expiration of the option by its terms or
(ii) the expiration of the three-month period commencing with
such termination.

          (4)  Certain Terminations of Officers of the Company. 
In the event the Company terminates the employment of a Partici-
pant who at the time of such termination was an officer of the
Company and had been continuously employed by the Company during
the five-year period immediately preceding such termination, for
any reason except "good cause" (hereafter defined) and except
upon such Participant's death, Total Disability or retirement in
accordance with Company policies, each stock option held by such
Participant (which has not previously lapsed or terminated and
which has been held by such Participant for more than six months
prior to such termination) immediately becomes 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 remains so exercisable until the earlier of (i)
the expiration of the option by its terms or (ii) the expiration
of the three-month period commencing with such termination.  A
termination for "good cause" is deemed to have occurred only if
the Participant in question (i) is terminated by written notice
for dishonesty, because of his conviction of a felony, or because
of his violation of any material provision of any employment or
other agreement with the Company or any of its Subsidiaries, or
(ii) voluntarily resigns or terminates his employment with the
Company or any of its Subsidiaries under or followed by such
circumstances as would constitute a breach of any material
provision of any employment or other agreement between him and
the Company or any of its Subsidiaries, or (iii) has committed an
act of dishonesty not discovered by the Company or any of its
Subsidiaries prior to the cessation of his employment with the
Company or any of its Subsidiaries, but which would have resulted
in his discharge if discovered prior to such date, or (iv) has,
either before or after cessation of his employment with the
Company or any of its Subsidiaries, without the written consent
of the Company or any of its Subsidiaries, used (except for the

																																		-8-
<PAGE>

benefit of the Company or any of its Subsidiaries) or disclosed
to any other person any confidential information relating to the
continuation or proposed continuation of the business or any
trade secrets of the Company or any of its Subsidiaries obtained
as a result of or in connection with such employment, or (v) has,
either before or after the cessation of his employment with the
Company or any of its Subsidiaries, without the written consent
of the Company or any of its Subsidiaries, directly or
indirectly, given advice to, or served as an employee, director,
officer, or trustee of, or in any similar capacity with, or
otherwise directly or indirectly participated in the management,
operation, or control of, or had any direct or indirect financial
interest in, any corporation, partnership, or other organization
which directly or indirectly competes in any respect with the
Company or any of its Subsidiaries, or (vi) has ceased to be
employed by the Company or any of its Subsidiaries because of his
inability to continue as an employee under any law or
governmental regulation, including any Nevada gaming law or
regulation, or (vii) has voluntarily resigned or terminated his
employment with the Company or any of its Subsidiaries under or
followed by such circumstances as would have rendered him unable
to have continued as an employee under any law or governmental
regulation, including any Nevada gaming law or regulation.

Stock Option Agreements

     Each stock option granted to a Participant under the Plan is
required by the terms of the Plan to be evidenced by a written
agreement executed by the Company and the Participant to whom the
option is granted.  Each such agreement is to be in such form and
contain such terms and conditions (not inconsistent with the
Plan) as the Committee determines in its sole discretion.

Non-Transferability

     No stock option granted to a Participant under the Plan, and
no interest therein, shall be transferable by the Participant
otherwise than by will or the laws of descent and distribution. 
Each such option granted to a Participant shall be exercisable
during the Participant's lifetime only by the Participant or his
guardian or legal representative.  Any purported transfer
contrary to this provision will be null and void and without
effect.

Tax Withholding

     Under the terms of the Plan, the Committee has the power to
withhold, or require a Participant to remit to the Company, an
amount sufficient to satisfy any withholding or other tax due
with respect to any shares issuable under the Plan, and the
Committee may defer such issuance unless indemnified to its
satisfaction.  A Participant may, to the extent the Committee
consents (but only to such extent), make an irrevocable election
to have shares of Common Stock otherwise issuable pursuant to an
option withheld, tender back to the Company shares of Common

																																		-9-
<PAGE>

Stock received pursuant to an option or deliver to the Company
previously acquired shares of Common Stock having a fair market
value sufficient to satisfy all or part of the Participant's
estimated tax obligations associated with the transaction.  Such
election must be made by a Participant prior to the date on which
the relevant tax obligation arises.  The Committee may, in its
sole discretion, disapprove of any election and/or limit, suspend
or terminate the right of a Participant to make such elections.

Rights of Participants

     The Plan does not limit in any way the right of the Company
or any of its Subsidiaries to terminate a Participant's
employment at any time, nor does the Plan or the receipt of one
or more stock options pursuant thereto confer upon a Participant
any right to continue in the employ of the Company or any of its
Subsidiaries for any period of time or to continue to receive his
or her present or any other rate of compensation.  The Plan does
not confer on any employee a right to receive options pursuant
thereto, or, having become a Participant, to receive additional
stock options pursuant to the Plan.

Stock Options Granted

     As of the close of business on April 25, 1994, non-qualified
stock options to purchase an aggregate of 690,000 shares of the
Company's Common Stock had been granted to a total of 14
individuals.  Such options were granted on April 14, 1994 at an
exercise price of $26.875 per share, representing the "fair
market value" of the Common Stock on the date of grant.

Term of the Plan

     Unless extended by the stockholders of the Company or
earlier terminated by the Board of Directors, the Plan will
expire on March 28, 2003 and, thereafter no option may be granted
pursuant to the Plan.  However, the Plan will continue after such
date to govern all options granted before that date until the
exercise, expiration or cancellation of such options.  

Rights as Stockholder

     A Participant under the Plan will have no right as a
stockholder of the Company with respect to shares which are the
subject of stock options granted pursuant to the Plan unless and
until certificates for such shares are issued to the Participant.

Adjustments Upon Certain Changes

     In the event of changes to the outstanding shares of Common
Stock of the Company through reorganization, merger,
consolidation, recapitalization, reclassification, stock split-
up, stock dividend, stock consolidation or otherwise, or in the
event of a sale of all or substantially all of the assets of the
Company, an appropriate and proportionate adjustment shall be

																																		-10-
<PAGE>

made in the number and kind of shares as to which stock options
may be granted pursuant to the Plan.  A corresponding adjustment
changing the number or kind of shares and/or purchase price per
share of unexercised stock options or portions thereof which have
been granted pursuant to the Plan prior to any such change shall
likewise be made.  Notwithstanding the foregoing, in the case of
a reorganization, merger or consolidation, or sale of all or
substantially all of the assets of the Company, in lieu of
adjustments as aforesaid, the Committee may in its discretion
accelerate the date after which a stock option granted pursuant
to the Plan may or may not be exercised or the stated expiration
date thereof.  Adjustments or changes under the circumstances
described in this paragraph are to be made by Committee, whose
determination as to the adjustments or changes to be made, and
the extent thereof, shall be final, binding and conclusive.

Amendment, Suspension and Termination of Plan

     The Plan may be suspended, terminated or reinstated, in
whole or in part, at any time by the Board of Directors.  The
Board of Directors may from time to time make such amendments to
the Plan as it deems advisable, including, with respect to
incentive stock options, amendments deemed necessary or desirable
to comply with Section 422 of the Code and any regulations issued
thereunder, provided, however, that without the approval of the
Company's stockholders, no amendment may be made that would (i)
increase the number of shares of Common Stock that may be issued
under the Plan, or (ii) extend the term of the Plan, or (iii)
increase the period during which a stock option granted pursuant
to the Plan may be exercised beyond ten years from the date of
grant, or (iv) materially modify the requirements as to
eligibility for participation in the Plan, or (v) otherwise
materially increase the benefits accruing to Participants under
the Plan, or (vi) cause stock options granted under the Plan to
fail to meet the requirements of Rule 16b-3.  No amendment,
suspension or termination of the Plan may impair the rights of
Participants under outstanding options without the consent of
such Participants.

Governing Law

     The Plan provides that its validity and construction, and
the validity and construction of its rules and regulations and
any agreements entered into thereunder, shall be governed by the
laws of the State of Nevada.

																																		-11-
<PAGE>
                FEDERAL INCOME TAX CONSEQUENCES

Incentive Stock Options

     Incentive stock options granted to Participants under the
Plan are intended to qualify for the favorable Federal income tax
treatment currently accorded "Incentive Stock Options" as defined
under Section 422 of the Code ("Incentive Stock Options").  The
Plan is not the type of employee benefit plan that is subject to
being qualified under Section 401 of the Code.

     Under the Code, no Federal income tax is imposed at the time
an Incentive Stock Option is granted or exercised, provided,
generally, that such exercise occurs not later than three months
after the termination of the optionee's employment with the
Company or a Subsidiary.  The Code also provides that, (i) in the
case of an optionee whose employment terminates as a result of
disability (as contemplated by Section 22(e)(3) of the Code), the
three-month period described in the preceding sentence is
extended to one year; and (ii) the general requirement that the
option be exercised within three months of the termination of the
optionee's employment is not applicable to Incentive Stock
Options exercised after the death of an optionee by his estate or
a person who acquired the right to exercise such Incentive Stock
Option by reason of the death of the optionee.

     Under the Plan, stock options granted to an optionee who
ceases to be employed by the Company or a Subsidiary for any one
or more of the reasons set forth under the heading "Description
of the Plan - Termination of Employment - Exceptions to the
General Rule - Certain Terminations of Officers of the Company",
will terminate and become void at the time such employment
terminates.  Subject to the preceding sentence and the other
provisions described under "Description of the Plan - Termination
of Employment", the period during which options granted to a
Participant may be exercised will be determined by the Committee
in accordance with the terms and conditions of the Plan.  

     To the extent that the aggregate fair market value
(determined at the time the option is granted) of the shares with
respect to which options which would, but for this sentence, be
Incentive Stock Options are exercisable for the first time by an
optionee during any calendar year under the Plan and under any
other plans of the Company (and any parent or subsidiary corpo-
ration of the Company) exceeds $100,000, the options related to
such excess will be deemed to be Non-Qualified Stock Options (as
hereinafter defined) for Federal income tax purposes. 

     While ordinarily no income is required to be recognized at
the time an Incentive Stock Option is exercised, it should be
noted that for purposes of the alternative minimum tax imposed by
Section 55 of the Code, an Incentive Stock Option is treated, in
effect, as a Non-Qualified Stock Option (as hereinafter defined). 
Therefore, the excess of the fair market value of the shares of
Common Stock subject to the Incentive Stock Option, determined at

																																		-12-
<PAGE>

the time of exercise, over the exercise price constitutes
ordinary income for purposes of the alternative minimum tax.  If,
however, an optionee disposes of stock acquired pursuant to the
exercise of an Incentive Stock Option within the same taxable
year as the exercise of such option, then the amount of ordinary
income recognized for alternative minimum tax purposes is the
lesser of (i) the excess of the fair market value of the shares
over the exercise price at the time the option is exercised or
(ii) the excess of the amount realized on the sale of such stock
by the optionee over the exercise price.  Accordingly, the
exercise of an Incentive Stock Option by an optionee (depending
on his or her other circumstances) may cause the optionee to
incur some alternative minimum tax.  For purposes of the
alternative minimum tax, the basis of stock acquired through the
exercise of an Incentive Stock Option equals the fair market
value taken into account in determining the amount of ordinary
income recognized for alternative minimum tax purposes.  

     Provided that the Incentive Stock Option was exercised time-
ly (as described above), if the shares of Common Stock acquired
upon exercise of an Incentive Stock Option are not disposed of
(i) within two years after the date of the grant of the Incentive
Stock Option or (ii) within one year after the exercise of the
Incentive Stock Option, then, generally, any amount realized in
excess of the optionee's basis in the shares of Common Stock is
taxed as long-term capital gain at the time of the sale or other
disposition of the shares.  The holding period requirement
described in the preceding sentence is not applicable to
Incentive Stock Options exercised after the death of an optionee
by his or her estate or a person who acquired the right to
exercise such Incentive Stock Option by reason of the death of
the optionee.  Any loss incurred under such circumstances is
treated as a long-term capital loss.  The Company is not entitled
to a tax deduction with respect to the grant or exercise of an
Incentive Stock Option or upon such disposition of the shares
received upon its exercise.  

     The optionee's tax basis (for purposes of determining the
amount of gain or loss upon a disposition that satisfies the
holding period requirements described above) in shares of Common
Stock acquired upon the exercise of an Incentive Stock Option is
equal to the exercise price of the shares of Common Stock, in the
event that the entire exercise price is paid in cash.  In a case
where the optionee pays all or a portion of the option price by
delivering to the Company shares of Common Stock already owned by
him or her, Proposed Treasury Regulations provide that the
optionee's basis and holding period in the shares of Common Stock
acquired upon exercise of an Incentive Stock Option are
determined as follows:

          (i)  For that number of shares of Common Stock which is
     equal to the number of already-owned shares of Common Stock
     that are delivered to the Company in part or in full payment
     of the exercise price, the basis and holding period are the

																																		-13-
<PAGE>

     same as the basis and holding period of such already-owned
     shares; and

          (ii)  For any shares of Common Stock received in excess
     of the number of already-owned shares of Common Stock that
     are delivered to the Company in part or in full payment of
     the exercise price (the "Additional Shares"), the basis is
     equal to the amount of cash, if any, paid in connection with
     the exercise of the option; and the holding period for the
     Additional Shares commences on the date of exercise of the
     option.

     It should also be noted that the delivery of already-owned
shares of Common Stock in part or full payment of the option
price will constitute a disqualifying disposition of such
already-owned shares of Common Stock if (i) such already-owned
shares of Common Stock had been acquired by exercise of an
Incentive Stock Option, and (ii) at the time of delivery of such
already-owned shares, the optionee has not satisfied the statu-
tory two-year-after-grant, one-year-after-exercise holding period
(described above) which must be met in order to qualify for the
tax benefits of an Incentive Stock Option.

     In the event an optionee sells or otherwise disposes of
shares of Common Stock acquired upon exercise of an Incentive
Stock Option before the expiration of two years after the grant
of the Incentive Stock Option or before the expiration of one
year after the exercise of the Incentive Stock Option, then the
lesser of (i) the excess of the fair market value of the shares
of Common Stock at the time the Incentive Stock Option was
exercised over the exercise price of the shares, or (ii) the
amount realized upon such sale over the optionee's basis in the
shares of Common Stock, is treated as ordinary income at the time
of the sale or other disposition of the shares of Common Stock. 
The adjusted cost basis of the shares in the optionee's hands at
the time of his or her disposition will consist of the price paid
by the optionee for the shares, increased by the amount (if any)
included in the optionee's gross income as ordinary income as a
result of such disposition.  Any gain on the sale or other
disposition of the shares which is not treated as ordinary income
(as described in the preceding sentence) is treated as long-term
or short-term capital gain, depending on the holding period of
the shares of Common Stock sold.  Such excess is long-term gain
only if the shares of Common Stock were held for more than one
year.

     The Company, generally, is entitled to a tax deduction equal
to the amount of ordinary income, if any, recognized by the
optionee in cases in which the shares of Common Stock are sold
prior to satisfying the two-year-after-grant, one-year-after-
exercise holding period which must be met in order to qualify for
the tax benefits of an Incentive Stock Option.

																																		-14-
<PAGE>

Non-Qualified Stock Options

     Non-qualified stock options ("Non-Qualified Stock Options")
granted under the Plan are not intended to qualify for the
favorable Federal income tax treatment accorded Incentive Stock
Options under the Plan or certain other types of stock acquisi-
tion programs.  Section 83 of the Code and the Regulations there-
under govern the taxation of the receipt and exercise of Non-
Qualified Stock Options under the Plan.  An optionee should not
recognize any income for Federal income tax purposes at the time
of the grant of any Non-Qualified Stock Option under the Plan. 
However, when the Non-Qualified Stock Option is exercised, 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 constitutes ordinary income to
the optionee.  The Company would generally be entitled to a
corresponding income tax deduction for the taxable year in which
the optionee is required to include such ordinary income.  The
Company will withhold Federal income, Social Security and
Unemployment taxes on the amount of ordinary income recognized by
a Participant upon the exercise of a Non-Qualified Stock Option.

     Optionees who are subject to the short-swing profits rules
of Section 16(b) of the Securities Exchange Act of 1934, as
amended ("Section 16(b)"), relating to the purchase and sale or
sale and purchase of securities within six months at a profit,
unless they elect within 30 days of exercising a Non-Qualified
Stock Option to be taxed as of the time of such exercise (on the
basis of the fair market value of the stock at the time of such
exercise), are permitted to defer the calculation and imposition
of the tax on the gain realized from the exercise until the
earlier of (i) the expiration of such six-month period, or (ii)
the first day on which the sale of such stock at a profit will
not subject such optionee to suit under Section 16(b).

Taxation of Capital Gains and Ordinary Income

     Pursuant to the terms of the Omnibus Budget Reconciliation
Act of 1993, effective as of January 1, 1993, the maximum
marginal rate of tax imposed on ordinary income for individuals
is 36% (39.6% for individuals with taxable incomes over $250,000)
and the maximum marginal rate of tax imposed on long-term capital
gains is 28%.  In addition to this difference in tax rates, the
distinction between capital gains and losses and ordinary income
is relevant for a number of reasons, including the fact that
capital losses are only deductible against capital gains and a
limited amount ($3,000) of ordinary income. 

     The general Federal income tax principles discussed above
are highly complex and subject to changes which may be brought
about by subsequent legislation or by regulations and
administrative rulings which may be applied on a retroactive
basis.  Participants may also be subject to state and local taxes
with respect to awards received pursuant to the Plan, including
the holding and disposition of Common Stock acquired pursuant to

																																		-15-
<PAGE>

the Plan and should refer to the applicable tax laws of the
relevant jurisdictions.  Each Participant should consult his or
her own tax advisor in connection with the tax consequences of
the receipt of an option and the holding and disposition of
shares received pursuant thereto.

                     RESTRICTIONS ON RESALE

     Certain officers and directors of the Company 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 options acquired pursuant to
the Plan or not otherwise deemed to be employees of the Company)
may only be reoffered or resold pursuant to an effective regis-
tration statement under the Securities Act of 1933 or in accor-
dance 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 reoffer or resell shares by means of this
Prospectus.

     Under Section 16(b) of the Securities Exchange Act of 1934,
as amended (the "1934 Act"), if a director or "officer" (as
defined in Rule 16a-1 under the 1934 Act) of the Company, or a
person who beneficially owns, directly or indirectly, more than
ten percent of the Common Stock of the Company, in transactions
not exempt from the liability provisions of Section 16(b) of the
1934 Act, either purchases and sells, or sells and then
purchases, Common Stock of the Company within a six-month period,
any profit on such transactions 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.

                     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 all
Participants whether or not they are stockholders of the Company. 
If a Participant does not for some reason receive a copy of any
of such reports, material or other communications, he or she 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 Mike Sloan, Secretary, Circus Circus Enterprises,
Inc., 2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(702-734-0410).

																																		-16-
<PAGE>

     Participants will be provided from time to time such
reports, if any, concerning their options as the Committee deems
appropriate.  While the Committee does not have any present
intention of issuing such reports on a regular basis, any
Participant may obtain information concerning his or her options
by contacting Mike Sloan at the address or telephone number
indicated in the preceding paragraph.

                    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, 1993, filed pursuant to Section
          13(a) of the Securities Exchange Act of 1934 (the "1934
          Act");

  (b)     The Company's Quarterly Reports on Form 10-Q for the
          fiscal quarters ended April 30, 1993, July 31, 1993 and
          October 31, 1993, filed pursuant to Section 13(a) of
          the 1934 Act;

  (c)     The Company's Current Reports on Form 8-K dated July
          30, 1993 and September 30, 1993, filed pursuant to
          Section 13(a) of the Exchange Act;

  (d)     All other reports filed with the Securities and
          Exchange Commission pursuant to Section 13 and 15(d) of
          the 1934 Act since October 31, 1993;

  (e)     The Company's definitive proxy statement dated
          April 30, 1993 filed pursuant to Section 14 of the 1934
          Act in connection with the Company's 1993 Annual
          Meeting of Stockholders;

  (f)     The description of the Company's Common Stock contained
          in the Company's Registration Statement on Form 8-A
          filed by the Company with the Securities and Exchange
          Commission and declared effective by the Securities and
          Exchange Commission on October 25, 1983 (Commission
          File No. 1-8570); and

  (g)     All documents subsequently filed by the Company pur-
          suant to Sections 13(a), 13(c), 14 and 15(d) of the
          1934 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

																																		-17-
<PAGE>

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 Mike Sloan, Secretary, Circus
Circus Enterprises, Inc., 2880 Las Vegas Boulevard South, Las
Vegas, Nevada 89109 (702-734-0410).  See "Additional
Information."

                             EXPERTS

     The consolidated financial statements and schedules included
or incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended January 31, 1993, incorporated by
reference in this Prospectus and elsewhere in the Registration
Statement, to the extent and for the periods indicated in their
reports, have been audited by Arthur Andersen & Co., independent
public accountants, and are incorporated herein by reference in
reliance upon the authority of such firm as experts in giving
said reports.  


																																		-18-
<PAGE>

                       TABLE OF CONTENTS


                                                             Page

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . .  2

DESCRIPTION OF THE PLAN. . . . . . . . . . . . . . . . . . . .  3

     General . . . . . . . . . . . . . . . . . . . . . . . . .  3
     Purposes. . . . . . . . . . . . . . . . . . . . . . . . .  4
     Administration. . . . . . . . . . . . . . . . . . . . . .  4
     Limitation on Number of Shares. . . . . . . . . . . . . .  5
     Stock Options . . . . . . . . . . . . . . . . . . . . . .  5
     Special Provisions Applicable to Incentive 
     Stock Options . . . . . . . . . . . . . . . . . . . . . .  6
     Termination of Employment . . . . . . . . . . . . . . . .  7
     Stock Option Agreements . . . . . . . . . . . . . . . . .  9
     Non-Transferability . . . . . . . . . . . . . . . . . . .  9
     Tax Withholding . . . . . . . . . . . . . . . . . . . . .  9
     Rights of Participants. . . . . . . . . . . . . . . . . . 10
     Stock Options Granted . . . . . . . . . . . . . . . . . . 10
     Term of the Plan. . . . . . . . . . . . . . . . . . . . . 10
     Rights as Stockholder . . . . . . . . . . . . . . . . . . 10
     Adjustments Upon Certain Changes. . . . . . . . . . . . . 10
     Amendment, Suspension and Termination of Plan . . . . . . 11
     Governing Law . . . . . . . . . . . . . . . . . . . . . . 11


FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . . . . . . . 12

     Incentive Stock Options . . . . . . . . . . . . . . . . . 12
     Non-Qualified Stock Options . . . . . . . . . . . . . . . 15
     Taxation of Capital Gains and Ordinary Income . . . . . . 15


RESTRICTIONS ON RESALE . . . . . . . . . . . . . . . . . . . . 16

REPORTS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . 16

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . 17

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

																																		-19-
<PAGE>

                            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 indemnifi-
cation 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. 

																																II-1
<PAGE>

    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 under-
writing 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         1993 Stock Option Plan (Incorporated by reference to
          Exhibit 10(a) to the Company's Quarterly Report on Form
          10-Q for the quarterly period ended July 31, 1993).

23        Consent of Arthur Andersen & Co.
          
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;

																																II-2
<PAGE>

          (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 (a)(1)(i) and (a)(1)(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.

     The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given a copy of the registrant's
annual report to stockholders for its last fiscal year, unless
such employee otherwise has received a copy of such report, in
which case the registrant shall state in the prospectus that it
will promptly furnish, without charge, a copy of such report on
written request of the employee.  If the last fiscal year of the
registrant has ended within 120 days prior to the use of the
prospectus, the annual report of the registrant for the preceding
fiscal year may be so delivered, but within such 120 day period
the annual report for the last fiscal year will be furnished to
each such employee.

     The undersigned registrant hereby undertakes to transmit or
cause to be transmitted to all employees participating in the
plan who do not otherwise receive such material as stockholders
of the registrant, at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements

																																		II-3
<PAGE>

and other communications distributed to its stockholders
generally.  

     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 indemnifi-
cation by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

																																II-4
<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 26 day of April,
1994.

                              CIRCUS CIRCUS ENTERPRISES, INC.


                              By:WILLIAM G. BENNETT                            
                                 William G. Bennett, Chairman
                                 of the Board 

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints William G.
Bennett and Clyde T. Turner, and each of them, his true and
lawful attorneys-in-fact and agents, 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 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, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or either of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.

																																	II-5
<PAGE>

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


     Signature                  Title                        Date


WILLIAM G. BENNETT       Chairman of the Board          April 26, 1994
William G. Bennett       


CLYDE T. TURNER          Chief Executive Officer,       April 26, 1994
Clyde T. Turner          President and Director 
                         (Principal Executive
                         Officer)


DANIEL N. COPP           Chief Financial Officer        April 26, 1994
Daniel N. Copp           and Executive Vice
                         President (Principal
                         Financial Officer)


WILLIAM N. PENNINGTON    Director                       April 26, 1994
William N. Pennington                                  


TERRY L. CAUDILL         Vice President (Princi-        April 26, 1994
Terry L. Caudill         pal Accounting Officer)


JAMES CASHMAN III        Director                       April 26, 1994
James Cashman III


                         Director                       April ___, 1994
Tony Coelho


                         Director                       April ___, 1994
Carl F. Dodge


                         Director                       April ___, 1994
Arthur M. Smith, Jr.


                         Director                       April ___, 1994
Fred W. Smith


KURT SULLIVAN            Director                       April 25, 1994
Kurt Sullivan

																																	II-6
<PAGE>

                                                             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 reports dated February 24, 1993 included or
incorporated by reference in Circus Circus Enterprises, Inc.'s 
Annual Report on Form 10-K for the year ended January 31, 1993
and to all references to our Firm included in this registration
statement.  



                                   ARTHUR ANDERSEN & CO.    








Las Vegas, Nevada

April 25, 1994

																																	II-7
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REG. STATEMENT 4-28-94", "secsgml_size_bytes": 69011}]
{"company-data": {"conformed-name": "CIRCUS CIRCUS ENTERPRISES INC", "cik": "0000725549", "assigned-sic": "7990", "irs-number": "880121916", "state-of-incorporation": "NV", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53303", "film-number": "94524741"}, "business-address": {"street1": "2880 LAS VEGAS BLVD S", "city": "LAS VEGAS", "state": "NV", "zip": "89109", "phone": "7027340410"}}
As filed with the Securities and Exchange Commission on
                              April 28, 1994

                                               Registration No. 33-________

                    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
 incorporation or organization)                 Identification No.)

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

                          1993 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
                    Fox, Rothschild, O'Brien & Frankel
                      2000 Market Street, Tenth Floor
                          Philadelphia, PA 19103

                      CALCULATION OF REGISTRATION FEE                     

                                 Proposed    Proposed
                                 Maximum     Maximum
Title of Securities    Amount    Offering    Aggregate      Amount of
     to be             to be     Price Per   Offering       Registration
  Registered         Registered   Share*      Price*             Fee      

Common Stock,       4,000,000
$.01-2/3 Par Value    Shares       $28.25      $113,000,000   $38,966     

*The maximum offering price per share has been established for purposes
of calculating the registration fee in accordance with Rule 457(h)(1).
CIRCUS CIRCUS ENTERPRISES, INC.

                           CROSS REFERENCE SHEET

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

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

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

     (b)  Securities to be Offered                Cover Page; Description   
                                                  of the Plan Limitation on
                                                  Number of Shares

     (c)  Employees Who May                       Description of the Plan -
          Participate in the Plan                 General
 
     (d)  Purchase of Securities                  Description of the Plan -
          Pursuant to the Plan and                General, - Stock Options
          Payments for Securities                 and - Termination of 
          Offered                                 Employment            

     (e)  Resale Restrictions                     Restrictions on Resale

     (f)  Tax Effects of Plan                     Federal Income Tax
          Participation                           Consequences

     (g)  Investment of Funds                     Not Applicable

     (h)  Withdrawal from the Plan;               Description of the Plan -
          Assignment of Interest                  Non-Transferability and
                                                  Termination of Employment

     (i)  Forfeitures and Penalties               Description of the Plan -
                                                  Termination of Employment

     (j)  Charges and Deductions and              Description of the Plan -
          Liens Therefor                          Termination of Employment

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

                 CIRCUS CIRCUS ENTERPRISES, INC.

                        4,000,000 Shares

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

     This Prospectus relates to the offering by Circus Circus
Enterprises, Inc. (the "Company") of 4,000,000 shares of the
Company's Common Stock, $.01-2/3 per value ("Common Stock"),
pursuant to the Company's 1993 Stock Option Plan (the "Plan")
which provides for the granting of options to purchase up to
4,000,000 shares of Common Stock, subject to adjustment upon the
occurrence of certain events specified in the Plan, including
stock dividends, stock splits and extraordinary cash dividends. 
Although the Company may issue previously authorized but unissued
shares of its Common Stock pursuant to the Plan, it is the
Company's present intention that all shares issued pursuant to
the Plan will be shares of Common Stock held as treasury shares.

                         _______________

     The Common Stock of the Company is listed on the New York
Stock Exchange and the Pacific Stock Exchange.  On April 22,
1994, the last reported sale price of the Common Stock on the New
York Stock Exchange Composite Tape was $28-1/4 per share.

                         _______________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES 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 April 28, 1994.

                   															-1-
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 with 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 Refer-
ence 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 of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices
at Seven World Trade Center, 13th Floor, New York, New York 10048
and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511.  In addition, the Common
Stock is listed on the New York Stock Exchange and similar infor-
mation 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 exhib-
its to such information, unless such exhibits are specifically
incorporated by reference into the information that this Prospec-
tus incorporates) upon the written or oral request of such per-
son.  Requests should be directed to the Mike Sloan, Secretary of
the Company, 2880 Las Vegas Boulevard South, Las Vegas, Nevada 
89109 (telephone 702-734-0410).

																																		-2-
DESCRIPTION OF THE PLAN

General

     This Prospectus relates to an aggregate of 4,000,000 shares
of Common Stock which may be issued pursuant to the Company's
1993 Stock Option Plan.  The Plan provides for the issuance of up
to 4,000,000 shares of the Company's Common Stock pursuant to
stock options granted to (i) officers and other full-time
salaried employees of the Company and its "Subsidiaries" (as
defined) with managerial, professional or supervisory responsi-
bilities, and (ii) consultants and advisors who render bona fide
services to the Company and its Subsidiaries, in each case, where
the committee administering the Plan (the "Committee") determines
that such officer, employee, consultant or advisor has the
capacity to make a substantial contribution to the success of the
Company.  This Prospectus will not be utilized in connection with
issuances of shares to consultants or advisors to whom options
may be granted pursuant to the Plan for services in connection
with the offer or sale of securities in capital-raising
transactions, although the Plan does not preclude the Committee
from granting options under such circumstances, provided the
other terms and conditions of the Plan are complied with.  As
used in this Prospectus, the term "Participant" means a person
who holds one or more stock options granted pursuant to the Plan. 
For purposes of the preceding sentence, the term "Subsidiaries"
means those entities at least 50% owned, directly or indirectly,
by the Company.  All references in this Prospectus to numbers of
shares and market and exercise prices have been adjusted to
reflect a three-for-two split of the Company's Common Stock
effective at the close of business on July 9, 1993.

     The Plan was adopted by the Company's Board of Directors
(the "Board of Directors") on March 29, 1993 (the Plan's
effective date) subject to approval by the Company's stockholders
which was obtained on June 17, 1993.  The Plan is not subject to
the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").  All expenses associated with the Plan are borne
by the Company.

     The description of the Plan contained herein does not
purport to be complete, and reference is made to the Plan itself
and to the respective agreements evidencing options granted
pursuant to the Plan for a full statement of the terms and
provisions applicable to such awards.

     The principal office of the Company is located at 2880 Las
Vegas Boulevard South, Las Vegas, Nevada 89109, and its telephone
number is (702) 734-0410.

																																		-3-
Purposes

     The purposes of the Plan are to enable the Company and its
Subsidiaries to attract and retain the services of officers and
other key employees with managerial, professional or supervisory
responsibilities, to retain able consultants and advisors and to
motivate such persons to use their best efforts on behalf of the
Company.  

Administration

     The Plan is administered by the Committee which, according
to the terms of the Plan, is to consist of two or more directors
of the Company designated by the Board of Directors.  Each member
of the Committee is required by the terms of the Plan to be a
"disinterested person" (as such terms is defined in Rule 16b-3
under the Securities Exchange Act of 1934).  Accordingly, members
of the Committee are not eligible to participate in the Plan and
no such member may have otherwise participated in the Plan or
(other than the receipt of "formula awards" pursuant to the
Company's 1991 Stock Incentive Plan) any other plan of the
Company or its Subsidiaries providing for the acquisition of
stock options within one year prior to serving on the Committee.

     The Plan grants to the Committee full power, subject to and
within the limits of the Plan, to (i) interpret and administer
the Plan and stock options granted thereunder; (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, generally determine all
questions of policy and expediency that may arise and correct any
defect, omission, or inconsistency in the Plan or any agreement
evidencing the grant of any stock option in a manner and to the
extent it deems necessary to make the Plan fully effective);
(iii) determine those persons to whom stock options shall be
granted and the number of stock options to be granted to any
person; (iv) determine the terms of stock 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 stock option granted pursuant to the Plan shall be
final, binding and conclusive.  The Committee may amend or modify
the terms of any stock option previously granted pursuant to the
Plan, but no such amendment or modification may impair the rights
of any Participant under such stock option without the consent of
such Participant.  Requests for additional information concerning
the Committee or the Plan may be made to the individual and in
the same manner as requests described under "Reports of the
Company".

																																		-4-
The names and addresses of the present Committee members and
their positions with the Company are set forth below:

                                         Position(s)
Names and Addresses                     with Company   

William G. Bennett                      Chairman of the Board
2880 Las Vegas Boulevard South          
Las Vegas, Nevada 89109                 

William N. Pennington                   Director
Southwest Professional Center
441 West Plumb Street
Reno, Nevada 89509

Arthur M. Smith, Jr.                    Director
One East 1st Street
4th Floor
Reno, Nevada 89501

Limitation on Number of Shares

     Except for adjustments in accordance with the terms of the
Plan upon the occurrence of certain specified events, the number
of shares of Common Stock which may be issued pursuant to the
Plan may not exceed 4,000,000.  To the extent a stock option
granted to a Participant pursuant to the Plan expires unexercised
or is cancelled, terminated or forfeited in any manner without
the issuance of shares of Common Stock thereunder, such shares
will again be available under the Plan.  While the shares of
Common Stock issued pursuant to the Plan may be either authorized
and unissued shares, treasury shares, or a combination thereof,
as the Committee determines, it is currently the intention of the
Company to utilize treasury shares for this purpose.

Stock Options

     Stock options granted to a Participant under the Plan may be
incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, and any successor
statute (the "Code"), or in such other form, consistent with the
Plan, as the Committee may determine.  Incentive stock options
may be granted for a term of up to five years in the case of
optionees who own in excess of 10% of the combined voting power
of all classes of the Company's stock and up to ten years, in the
Committee's sole discretion, in the case of all other optionees. 
Non-Qualified stock options may be granted for a term of up to
ten years.  The exercise price per share of Common Stock for a
stock option granted to a Participant pursuant to the Plan must
be fixed by the Committee at not less than 100% of the "fair

																																		-5-
market value" of a share of Common Stock on the date of grant (or
110% of "fair market value" in the case of incentive stock
options granted to any officer or employee holding in excess of
10% of the combined voting power of all classes of the Company's
stock as of the date of grant).  For this purpose, the "fair
market value" of the Common Stock, as defined in the Plan, means
the last reported sale price of the Common Stock on the New York
Stock Exchange Composite Tape on the date fair market value is to
be determined and, in absence of any sale on such day, fair
market value as determined in good faith by the Committee.  Stock
options granted to a Participant pursuant to the Plan will be
exercisable at such time or times as the Committee determines at
or subsequent to grant in accordance with the terms of the Plan. 
Stock options granted pursuant to the Plan will be exercisable in
whole or in part by written notice to the Company, 2880 Las Vegas
Boulevard South, Las Vegas, Nevada 89109 (to the attention of the
Company's Corporate Secretary), in each case signed by the
Participant exercising such option, stating the number of shares
of Common Stock with respect to which the option is being
exercised and accompanied by payment in full of the exercise
price.

     Payment of the exercise price for an option granted to a
Participant may be made, at the discretion of the optionee, and
to the extent permitted by the Committee, (A) in United States
dollars (whether in cash or by check, bank draft, or money order
payable in United States dollars to the order of the Company),
(B) in Common Stock (valued at the "fair market value" thereof on
the date of exercise), or (C) by a combination of cash and Common
Stock.  The date on which both such notice and payment have been
received by the office of the Corporate Secretary of the Company
will be the date of exercise for the option as to the number of
shares specified in the notice and for which such payment has
been received.  Until the shares of Common Stock as to which an
option is exercised are issued, the Participant shall have none
of the rights of a shareholder of the Company with respect to
such shares.

Special Provisions Applicable to Incentive Stock Options

     The following provisions apply to incentive stock options
granted under the Plan:

     (i)       Incentive stock options may only be granted to
               Participants who are employees of the Company or a
               Subsidiary;

     (ii)      To the extent that the aggregate "fair market
               value" of Common Stock, with respect to which
               incentive stock options are exercisable for the
               first time by a Participant during any calendar
               year under the Plan and any other plan of the
               Company or a Subsidiary, exceeds $100,000, such
               stock options shall be treated as non-qualified
               stock options;

     (iii)     Any Participant who disposes of shares of Common
               Stock acquired upon the exercise of an incentive
               stock option by sale or exchange either within two
               (2) years after the date of the grant of the

																																		-6-
incentive stock option under which the shares were
               acquired or within one (1) year of the acquisition
               of such shares, shall be required to promptly
               notify the Corporate Secretary of the Company at
               the principal office of the Company of such
               disposition, the amount realized, the purchase
               price per share paid upon exercise and the date of
               disposition; and

     (iv)      Any incentive stock option granted to a
               Participant who, at the time of the grant, owns
               stock representing more than ten percent (10%) of
               the total combined voting power of all classes of
               stock either of the Company or any parent or
               Subsidiary of the Company, must (A) be exercisable
               at a price that is at least one hundred ten
               percent (110%) of the "fair market value" of the
               Common Stock at the time the option is granted and
               (B) not be exercisable more than five (5) years
               from the date it is granted.

Termination of Employment

     General.  Except as otherwise described under "Exceptions to
the General Rule", below, if a Participant's employment by, or
relationship with, the Company or its Subsidiaries is terminated
for any reason, all rights of any kind under any outstanding
stock option granted under the Plan held by such Participant
which have not previously lapsed or terminated expire
immediately.

     Exceptions to the General Rule.  The general rule applicable
upon a Participant's termination of employment by, or
relationship with, the Company or its Subsidiaries, described
under "General", above, is subject to four exceptions.  Such
exceptions are as follows:  

          (1) Total Disability.  If a Participant's employment
by, or relationship with, the Company or its Subsidiaries
terminates as a result of such Participant's permanent mental or
physical disability as determined by the Committee ("Total
Disability"), each stock option granted under the Plan held by
such Participant (which has not previously lapsed or terminated)
immediately becomes 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
remains so exercisable by such Participant until the earlier of
(i) the expiration of the option by its terms, or (ii) the
expiration of the six-month period commencing with such
termination of employment or relationship.

          (2)  Death.  In the event of the death of a
Participant, each stock option granted under the Plan held by
such Participant (which has not previously lapsed or terminated)
immediately becomes fully exercisable as to the total number of

																																		-7-
shares of Common Stock subject thereto (whether or not exercis-
able to that extent at the time of death) by the executor or
administrator of the Participant's estate or by the person or
persons to whom the deceased Participant's rights thereunder pass
by will or by the laws of descent or distribution, and remain so
exercisable until the earlier of (i) the expiration of the option
by its terms or (ii) the expiration of the six-month period
commencing with such Participant's death.

          (3)  Retirement.  If a Participant's employment by the
Company or its Subsidiaries terminates by reason of such
Participant's retirement in accordance with Company policies,
each stock option granted under the Plan held by such Participant
at the date of such termination (which has not previously lapsed
or terminated) immediately becomes 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 remain so exercisable by such Participant until
the earlier of (i) the expiration of the option by its terms or
(ii) the expiration of the three-month period commencing with
such termination.

          (4)  Certain Terminations of Officers of the Company. 
In the event the Company terminates the employment of a Partici-
pant who at the time of such termination was an officer of the
Company and had been continuously employed by the Company during
the five-year period immediately preceding such termination, for
any reason except "good cause" (hereafter defined) and except
upon such Participant's death, Total Disability or retirement in
accordance with Company policies, each stock option held by such
Participant (which has not previously lapsed or terminated and
which has been held by such Participant for more than six months
prior to such termination) immediately becomes 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 remains so exercisable until the earlier of (i)
the expiration of the option by its terms or (ii) the expiration
of the three-month period commencing with such termination.  A
termination for "good cause" is deemed to have occurred only if
the Participant in question (i) is terminated by written notice
for dishonesty, because of his conviction of a felony, or because
of his violation of any material provision of any employment or
other agreement with the Company or any of its Subsidiaries, or
(ii) voluntarily resigns or terminates his employment with the
Company or any of its Subsidiaries under or followed by such
circumstances as would constitute a breach of any material
provision of any employment or other agreement between him and
the Company or any of its Subsidiaries, or (iii) has committed an
act of dishonesty not discovered by the Company or any of its
Subsidiaries prior to the cessation of his employment with the
Company or any of its Subsidiaries, but which would have resulted
in his discharge if discovered prior to such date, or (iv) has,
either before or after cessation of his employment with the
Company or any of its Subsidiaries, without the written consent
of the Company or any of its Subsidiaries, used (except for the

																																		-8-
benefit of the Company or any of its Subsidiaries) or disclosed
to any other person any confidential information relating to the
continuation or proposed continuation of the business or any
trade secrets of the Company or any of its Subsidiaries obtained
as a result of or in connection with such employment, or (v) has,
either before or after the cessation of his employment with the
Company or any of its Subsidiaries, without the written consent
of the Company or any of its Subsidiaries, directly or
indirectly, given advice to, or served as an employee, director,
officer, or trustee of, or in any similar capacity with, or
otherwise directly or indirectly participated in the management,
operation, or control of, or had any direct or indirect financial
interest in, any corporation, partnership, or other organization
which directly or indirectly competes in any respect with the
Company or any of its Subsidiaries, or (vi) has ceased to be
employed by the Company or any of its Subsidiaries because of his
inability to continue as an employee under any law or
governmental regulation, including any Nevada gaming law or
regulation, or (vii) has voluntarily resigned or terminated his
employment with the Company or any of its Subsidiaries under or
followed by such circumstances as would have rendered him unable
to have continued as an employee under any law or governmental
regulation, including any Nevada gaming law or regulation.

Stock Option Agreements

     Each stock option granted to a Participant under the Plan is
required by the terms of the Plan to be evidenced by a written
agreement executed by the Company and the Participant to whom the
option is granted.  Each such agreement is to be in such form and
contain such terms and conditions (not inconsistent with the
Plan) as the Committee determines in its sole discretion.

Non-Transferability

     No stock option granted to a Participant under the Plan, and
no interest therein, shall be transferable by the Participant
otherwise than by will or the laws of descent and distribution. 
Each such option granted to a Participant shall be exercisable
during the Participant's lifetime only by the Participant or his
guardian or legal representative.  Any purported transfer
contrary to this provision will be null and void and without
effect.

Tax Withholding

     Under the terms of the Plan, the Committee has the power to
withhold, or require a Participant to remit to the Company, an
amount sufficient to satisfy any withholding or other tax due
with respect to any shares issuable under the Plan, and the
Committee may defer such issuance unless indemnified to its
satisfaction.  A Participant may, to the extent the Committee
consents (but only to such extent), make an irrevocable election
to have shares of Common Stock otherwise issuable pursuant to an
option withheld, tender back to the Company shares of Common

																																		-9-
Stock received pursuant to an option or deliver to the Company
previously acquired shares of Common Stock having a fair market
value sufficient to satisfy all or part of the Participant's
estimated tax obligations associated with the transaction.  Such
election must be made by a Participant prior to the date on which
the relevant tax obligation arises.  The Committee may, in its
sole discretion, disapprove of any election and/or limit, suspend
or terminate the right of a Participant to make such elections.

Rights of Participants

     The Plan does not limit in any way the right of the Company
or any of its Subsidiaries to terminate a Participant's
employment at any time, nor does the Plan or the receipt of one
or more stock options pursuant thereto confer upon a Participant
any right to continue in the employ of the Company or any of its
Subsidiaries for any period of time or to continue to receive his
or her present or any other rate of compensation.  The Plan does
not confer on any employee a right to receive options pursuant
thereto, or, having become a Participant, to receive additional
stock options pursuant to the Plan.

Stock Options Granted

     As of the close of business on April 25, 1994, non-qualified
stock options to purchase an aggregate of 690,000 shares of the
Company's Common Stock had been granted to a total of 14
individuals.  Such options were granted on April 14, 1994 at an
exercise price of $26.875 per share, representing the "fair
market value" of the Common Stock on the date of grant.

Term of the Plan

     Unless extended by the stockholders of the Company or
earlier terminated by the Board of Directors, the Plan will
expire on March 28, 2003 and, thereafter no option may be granted
pursuant to the Plan.  However, the Plan will continue after such
date to govern all options granted before that date until the
exercise, expiration or cancellation of such options.  

Rights as Stockholder

     A Participant under the Plan will have no right as a
stockholder of the Company with respect to shares which are the
subject of stock options granted pursuant to the Plan unless and
until certificates for such shares are issued to the Participant.

Adjustments Upon Certain Changes

     In the event of changes to the outstanding shares of Common
Stock of the Company through reorganization, merger,
consolidation, recapitalization, reclassification, stock split-
up, stock dividend, stock consolidation or otherwise, or in the
event of a sale of all or substantially all of the assets of the
Company, an appropriate and proportionate adjustment shall be

																																		-10-
made in the number and kind of shares as to which stock options
may be granted pursuant to the Plan.  A corresponding adjustment
changing the number or kind of shares and/or purchase price per
share of unexercised stock options or portions thereof which have
been granted pursuant to the Plan prior to any such change shall
likewise be made.  Notwithstanding the foregoing, in the case of
a reorganization, merger or consolidation, or sale of all or
substantially all of the assets of the Company, in lieu of
adjustments as aforesaid, the Committee may in its discretion
accelerate the date after which a stock option granted pursuant
to the Plan may or may not be exercised or the stated expiration
date thereof.  Adjustments or changes under the circumstances
described in this paragraph are to be made by Committee, whose
determination as to the adjustments or changes to be made, and
the extent thereof, shall be final, binding and conclusive.

Amendment, Suspension and Termination of Plan

     The Plan may be suspended, terminated or reinstated, in
whole or in part, at any time by the Board of Directors.  The
Board of Directors may from time to time make such amendments to
the Plan as it deems advisable, including, with respect to
incentive stock options, amendments deemed necessary or desirable
to comply with Section 422 of the Code and any regulations issued
thereunder, provided, however, that without the approval of the
Company's stockholders, no amendment may be made that would (i)
increase the number of shares of Common Stock that may be issued
under the Plan, or (ii) extend the term of the Plan, or (iii)
increase the period during which a stock option granted pursuant
to the Plan may be exercised beyond ten years from the date of
grant, or (iv) materially modify the requirements as to
eligibility for participation in the Plan, or (v) otherwise
materially increase the benefits accruing to Participants under
the Plan, or (vi) cause stock options granted under the Plan to
fail to meet the requirements of Rule 16b-3.  No amendment,
suspension or termination of the Plan may impair the rights of
Participants under outstanding options without the consent of
such Participants.

Governing Law

     The Plan provides that its validity and construction, and
the validity and construction of its rules and regulations and
any agreements entered into thereunder, shall be governed by the
laws of the State of Nevada.

																																		-11-
FEDERAL INCOME TAX CONSEQUENCES

Incentive Stock Options

     Incentive stock options granted to Participants under the
Plan are intended to qualify for the favorable Federal income tax
treatment currently accorded "Incentive Stock Options" as defined
under Section 422 of the Code ("Incentive Stock Options").  The
Plan is not the type of employee benefit plan that is subject to
being qualified under Section 401 of the Code.

     Under the Code, no Federal income tax is imposed at the time
an Incentive Stock Option is granted or exercised, provided,
generally, that such exercise occurs not later than three months
after the termination of the optionee's employment with the
Company or a Subsidiary.  The Code also provides that, (i) in the
case of an optionee whose employment terminates as a result of
disability (as contemplated by Section 22(e)(3) of the Code), the
three-month period described in the preceding sentence is
extended to one year; and (ii) the general requirement that the
option be exercised within three months of the termination of the
optionee's employment is not applicable to Incentive Stock
Options exercised after the death of an optionee by his estate or
a person who acquired the right to exercise such Incentive Stock
Option by reason of the death of the optionee.

     Under the Plan, stock options granted to an optionee who
ceases to be employed by the Company or a Subsidiary for any one
or more of the reasons set forth under the heading "Description
of the Plan - Termination of Employment - Exceptions to the
General Rule - Certain Terminations of Officers of the Company",
will terminate and become void at the time such employment
terminates.  Subject to the preceding sentence and the other
provisions described under "Description of the Plan - Termination
of Employment", the period during which options granted to a
Participant may be exercised will be determined by the Committee
in accordance with the terms and conditions of the Plan.  

     To the extent that the aggregate fair market value
(determined at the time the option is granted) of the shares with
respect to which options which would, but for this sentence, be
Incentive Stock Options are exercisable for the first time by an
optionee during any calendar year under the Plan and under any
other plans of the Company (and any parent or subsidiary corpo-
ration of the Company) exceeds $100,000, the options related to
such excess will be deemed to be Non-Qualified Stock Options (as
hereinafter defined) for Federal income tax purposes. 

     While ordinarily no income is required to be recognized at
the time an Incentive Stock Option is exercised, it should be
noted that for purposes of the alternative minimum tax imposed by
Section 55 of the Code, an Incentive Stock Option is treated, in
effect, as a Non-Qualified Stock Option (as hereinafter defined). 
Therefore, the excess of the fair market value of the shares of
Common Stock subject to the Incentive Stock Option, determined at

																																		-12-
the time of exercise, over the exercise price constitutes
ordinary income for purposes of the alternative minimum tax.  If,
however, an optionee disposes of stock acquired pursuant to the
exercise of an Incentive Stock Option within the same taxable
year as the exercise of such option, then the amount of ordinary
income recognized for alternative minimum tax purposes is the
lesser of (i) the excess of the fair market value of the shares
over the exercise price at the time the option is exercised or
(ii) the excess of the amount realized on the sale of such stock
by the optionee over the exercise price.  Accordingly, the
exercise of an Incentive Stock Option by an optionee (depending
on his or her other circumstances) may cause the optionee to
incur some alternative minimum tax.  For purposes of the
alternative minimum tax, the basis of stock acquired through the
exercise of an Incentive Stock Option equals the fair market
value taken into account in determining the amount of ordinary
income recognized for alternative minimum tax purposes.  

     Provided that the Incentive Stock Option was exercised time-
ly (as described above), if the shares of Common Stock acquired
upon exercise of an Incentive Stock Option are not disposed of
(i) within two years after the date of the grant of the Incentive
Stock Option or (ii) within one year after the exercise of the
Incentive Stock Option, then, generally, any amount realized in
excess of the optionee's basis in the shares of Common Stock is
taxed as long-term capital gain at the time of the sale or other
disposition of the shares.  The holding period requirement
described in the preceding sentence is not applicable to
Incentive Stock Options exercised after the death of an optionee
by his or her estate or a person who acquired the right to
exercise such Incentive Stock Option by reason of the death of
the optionee.  Any loss incurred under such circumstances is
treated as a long-term capital loss.  The Company is not entitled
to a tax deduction with respect to the grant or exercise of an
Incentive Stock Option or upon such disposition of the shares
received upon its exercise.  

     The optionee's tax basis (for purposes of determining the
amount of gain or loss upon a disposition that satisfies the
holding period requirements described above) in shares of Common
Stock acquired upon the exercise of an Incentive Stock Option is
equal to the exercise price of the shares of Common Stock, in the
event that the entire exercise price is paid in cash.  In a case
where the optionee pays all or a portion of the option price by
delivering to the Company shares of Common Stock already owned by
him or her, Proposed Treasury Regulations provide that the
optionee's basis and holding period in the shares of Common Stock
acquired upon exercise of an Incentive Stock Option are
determined as follows:

          (i)  For that number of shares of Common Stock which is
     equal to the number of already-owned shares of Common Stock
     that are delivered to the Company in part or in full payment
     of the exercise price, the basis and holding period are the

																																		-13-
same as the basis and holding period of such already-owned
     shares; and

          (ii)  For any shares of Common Stock received in excess
     of the number of already-owned shares of Common Stock that
     are delivered to the Company in part or in full payment of
     the exercise price (the "Additional Shares"), the basis is
     equal to the amount of cash, if any, paid in connection with
     the exercise of the option; and the holding period for the
     Additional Shares commences on the date of exercise of the
     option.

     It should also be noted that the delivery of already-owned
shares of Common Stock in part or full payment of the option
price will constitute a disqualifying disposition of such
already-owned shares of Common Stock if (i) such already-owned
shares of Common Stock had been acquired by exercise of an
Incentive Stock Option, and (ii) at the time of delivery of such
already-owned shares, the optionee has not satisfied the statu-
tory two-year-after-grant, one-year-after-exercise holding period
(described above) which must be met in order to qualify for the
tax benefits of an Incentive Stock Option.

     In the event an optionee sells or otherwise disposes of
shares of Common Stock acquired upon exercise of an Incentive
Stock Option before the expiration of two years after the grant
of the Incentive Stock Option or before the expiration of one
year after the exercise of the Incentive Stock Option, then the
lesser of (i) the excess of the fair market value of the shares
of Common Stock at the time the Incentive Stock Option was
exercised over the exercise price of the shares, or (ii) the
amount realized upon such sale over the optionee's basis in the
shares of Common Stock, is treated as ordinary income at the time
of the sale or other disposition of the shares of Common Stock. 
The adjusted cost basis of the shares in the optionee's hands at
the time of his or her disposition will consist of the price paid
by the optionee for the shares, increased by the amount (if any)
included in the optionee's gross income as ordinary income as a
result of such disposition.  Any gain on the sale or other
disposition of the shares which is not treated as ordinary income
(as described in the preceding sentence) is treated as long-term
or short-term capital gain, depending on the holding period of
the shares of Common Stock sold.  Such excess is long-term gain
only if the shares of Common Stock were held for more than one
year.

     The Company, generally, is entitled to a tax deduction equal
to the amount of ordinary income, if any, recognized by the
optionee in cases in which the shares of Common Stock are sold
prior to satisfying the two-year-after-grant, one-year-after-
exercise holding period which must be met in order to qualify for
the tax benefits of an Incentive Stock Option.

																																		-14-
Non-Qualified Stock Options

     Non-qualified stock options ("Non-Qualified Stock Options")
granted under the Plan are not intended to qualify for the
favorable Federal income tax treatment accorded Incentive Stock
Options under the Plan or certain other types of stock acquisi-
tion programs.  Section 83 of the Code and the Regulations there-
under govern the taxation of the receipt and exercise of Non-
Qualified Stock Options under the Plan.  An optionee should not
recognize any income for Federal income tax purposes at the time
of the grant of any Non-Qualified Stock Option under the Plan. 
However, when the Non-Qualified Stock Option is exercised, 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 constitutes ordinary income to
the optionee.  The Company would generally be entitled to a
corresponding income tax deduction for the taxable year in which
the optionee is required to include such ordinary income.  The
Company will withhold Federal income, Social Security and
Unemployment taxes on the amount of ordinary income recognized by
a Participant upon the exercise of a Non-Qualified Stock Option.

     Optionees who are subject to the short-swing profits rules
of Section 16(b) of the Securities Exchange Act of 1934, as
amended ("Section 16(b)"), relating to the purchase and sale or
sale and purchase of securities within six months at a profit,
unless they elect within 30 days of exercising a Non-Qualified
Stock Option to be taxed as of the time of such exercise (on the
basis of the fair market value of the stock at the time of such
exercise), are permitted to defer the calculation and imposition
of the tax on the gain realized from the exercise until the
earlier of (i) the expiration of such six-month period, or (ii)
the first day on which the sale of such stock at a profit will
not subject such optionee to suit under Section 16(b).

Taxation of Capital Gains and Ordinary Income

     Pursuant to the terms of the Omnibus Budget Reconciliation
Act of 1993, effective as of January 1, 1993, the maximum
marginal rate of tax imposed on ordinary income for individuals
is 36% (39.6% for individuals with taxable incomes over $250,000)
and the maximum marginal rate of tax imposed on long-term capital
gains is 28%.  In addition to this difference in tax rates, the
distinction between capital gains and losses and ordinary income
is relevant for a number of reasons, including the fact that
capital losses are only deductible against capital gains and a
limited amount ($3,000) of ordinary income. 

     The general Federal income tax principles discussed above
are highly complex and subject to changes which may be brought
about by subsequent legislation or by regulations and
administrative rulings which may be applied on a retroactive
basis.  Participants may also be subject to state and local taxes
with respect to awards received pursuant to the Plan, including
the holding and disposition of Common Stock acquired pursuant to

																																		-15-
the Plan and should refer to the applicable tax laws of the
relevant jurisdictions.  Each Participant should consult his or
her own tax advisor in connection with the tax consequences of
the receipt of an option and the holding and disposition of
shares received pursuant thereto.

                     RESTRICTIONS ON RESALE

     Certain officers and directors of the Company 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 options acquired pursuant to
the Plan or not otherwise deemed to be employees of the Company)
may only be reoffered or resold pursuant to an effective regis-
tration statement under the Securities Act of 1933 or in accor-
dance 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 reoffer or resell shares by means of this
Prospectus.

     Under Section 16(b) of the Securities Exchange Act of 1934,
as amended (the "1934 Act"), if a director or "officer" (as
defined in Rule 16a-1 under the 1934 Act) of the Company, or a
person who beneficially owns, directly or indirectly, more than
ten percent of the Common Stock of the Company, in transactions
not exempt from the liability provisions of Section 16(b) of the
1934 Act, either purchases and sells, or sells and then
purchases, Common Stock of the Company within a six-month period,
any profit on such transactions 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.

                     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 all
Participants whether or not they are stockholders of the Company. 
If a Participant does not for some reason receive a copy of any
of such reports, material or other communications, he or she 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 Mike Sloan, Secretary, Circus Circus Enterprises,
Inc., 2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(702-734-0410).

																																		-16-
Participants will be provided from time to time such
reports, if any, concerning their options as the Committee deems
appropriate.  While the Committee does not have any present
intention of issuing such reports on a regular basis, any
Participant may obtain information concerning his or her options
by contacting Mike Sloan at the address or telephone number
indicated in the preceding paragraph.

                    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, 1993, filed pursuant to Section
          13(a) of the Securities Exchange Act of 1934 (the "1934
          Act");

  (b)     The Company's Quarterly Reports on Form 10-Q for the
          fiscal quarters ended April 30, 1993, July 31, 1993 and
          October 31, 1993, filed pursuant to Section 13(a) of
          the 1934 Act;

  (c)     The Company's Current Reports on Form 8-K dated July
          30, 1993 and September 30, 1993, filed pursuant to
          Section 13(a) of the Exchange Act;

  (d)     All other reports filed with the Securities and
          Exchange Commission pursuant to Section 13 and 15(d) of
          the 1934 Act since October 31, 1993;

  (e)     The Company's definitive proxy statement dated
          April 30, 1993 filed pursuant to Section 14 of the 1934
          Act in connection with the Company's 1993 Annual
          Meeting of Stockholders;

  (f)     The description of the Company's Common Stock contained
          in the Company's Registration Statement on Form 8-A
          filed by the Company with the Securities and Exchange
          Commission and declared effective by the Securities and
          Exchange Commission on October 25, 1983 (Commission
          File No. 1-8570); and

  (g)     All documents subsequently filed by the Company pur-
          suant to Sections 13(a), 13(c), 14 and 15(d) of the
          1934 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

																																		-17-
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 Mike Sloan, Secretary, Circus
Circus Enterprises, Inc., 2880 Las Vegas Boulevard South, Las
Vegas, Nevada 89109 (702-734-0410).  See "Additional
Information."

                             EXPERTS

     The consolidated financial statements and schedules included
or incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended January 31, 1993, incorporated by
reference in this Prospectus and elsewhere in the Registration
Statement, to the extent and for the periods indicated in their
reports, have been audited by Arthur Andersen & Co., independent
public accountants, and are incorporated herein by reference in
reliance upon the authority of such firm as experts in giving
said reports.  

																																		-18-
TABLE OF CONTENTS

                                                             Page

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . .  2

DESCRIPTION OF THE PLAN. . . . . . . . . . . . . . . . . . . .  3

     General . . . . . . . . . . . . . . . . . . . . . . . . .  3
     Purposes. . . . . . . . . . . . . . . . . . . . . . . . .  4
     Administration. . . . . . . . . . . . . . . . . . . . . .  4
     Limitation on Number of Shares. . . . . . . . . . . . . .  5
     Stock Options . . . . . . . . . . . . . . . . . . . . . .  5
     Special Provisions Applicable to Incentive 
     Stock Options . . . . . . . . . . . . . . . . . . . . . .  6
     Termination of Employment . . . . . . . . . . . . . . . .  7
     Stock Option Agreements . . . . . . . . . . . . . . . . .  9
     Non-Transferability . . . . . . . . . . . . . . . . . . .  9
     Tax Withholding . . . . . . . . . . . . . . . . . . . . .  9
     Rights of Participants. . . . . . . . . . . . . . . . . . 10
     Stock Options Granted . . . . . . . . . . . . . . . . . . 10
     Term of the Plan. . . . . . . . . . . . . . . . . . . . . 10
     Rights as Stockholder . . . . . . . . . . . . . . . . . . 10
     Adjustments Upon Certain Changes. . . . . . . . . . . . . 10
     Amendment, Suspension and Termination of Plan . . . . . . 11
     Governing Law . . . . . . . . . . . . . . . . . . . . . . 11

FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . . . . . . . 12

     Incentive Stock Options . . . . . . . . . . . . . . . . . 12
     Non-Qualified Stock Options . . . . . . . . . . . . . . . 15
     Taxation of Capital Gains and Ordinary Income . . . . . . 15

RESTRICTIONS ON RESALE . . . . . . . . . . . . . . . . . . . . 16

REPORTS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . 16

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . 17

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

																																		-19-
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 indemnifi-
cation 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. 

																																II-1
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 under-
writing 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         1993 Stock Option Plan (Incorporated by reference to
          Exhibit 10(a) to the Company's Quarterly Report on Form
          10-Q for the quarterly period ended July 31, 1993).

23        Consent of Arthur Andersen & Co.
          
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;

																																II-2
(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 (a)(1)(i) and (a)(1)(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.

     The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given a copy of the registrant's
annual report to stockholders for its last fiscal year, unless
such employee otherwise has received a copy of such report, in
which case the registrant shall state in the prospectus that it
will promptly furnish, without charge, a copy of such report on
written request of the employee.  If the last fiscal year of the
registrant has ended within 120 days prior to the use of the
prospectus, the annual report of the registrant for the preceding
fiscal year may be so delivered, but within such 120 day period
the annual report for the last fiscal year will be furnished to
each such employee.

     The undersigned registrant hereby undertakes to transmit or
cause to be transmitted to all employees participating in the
plan who do not otherwise receive such material as stockholders
of the registrant, at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements

																																		II-3
and other communications distributed to its stockholders
generally.  

     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 indemnifi-
cation by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

																																II-4
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 26 day of April,
1994.

                              CIRCUS CIRCUS ENTERPRISES, INC.

                              By:WILLIAM G. BENNETT                            
                                 William G. Bennett, Chairman
                                 of the Board 

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints William G.
Bennett and Clyde T. Turner, and each of them, his true and
lawful attorneys-in-fact and agents, 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 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, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or either of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.

																																	II-5
Pursuant to the requirements of the Securities Act of 1933,
this Amendment has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                  Title                        Date

WILLIAM G. BENNETT       Chairman of the Board          April 26, 1994
William G. Bennett       

CLYDE T. TURNER          Chief Executive Officer,       April 26, 1994
Clyde T. Turner          President and Director 
                         (Principal Executive
                         Officer)

DANIEL N. COPP           Chief Financial Officer        April 26, 1994
Daniel N. Copp           and Executive Vice
                         President (Principal
                         Financial Officer)

WILLIAM N. PENNINGTON    Director                       April 26, 1994
William N. Pennington                                  

TERRY L. CAUDILL         Vice President (Princi-        April 26, 1994
Terry L. Caudill         pal Accounting Officer)

JAMES CASHMAN III        Director                       April 26, 1994
James Cashman III

                         Director                       April ___, 1994
Tony Coelho

                         Director                       April ___, 1994
Carl F. Dodge

                         Director                       April ___, 1994
Arthur M. Smith, Jr.

                         Director                       April ___, 1994
Fred W. Smith

KURT SULLIVAN            Director                       April 25, 1994
Kurt Sullivan

																																	II-6
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 reports dated February 24, 1993 included or
incorporated by reference in Circus Circus Enterprises, Inc.'s 
Annual Report on Form 10-K for the year ended January 31, 1993
and to all references to our Firm included in this registration
statement.  

                                   ARTHUR ANDERSEN & CO.    

Las Vegas, Nevada

April 25, 1994

																																	II-7