As filed with the Securities and Exchange Commission on
                               April 27, 1998.
                                       
                       Registration Statement No. 333-
                                                            
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549  
                                       
                                                                            

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

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

                NEVADA                               88-012196                  
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)                    

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

                              1998 STOCK OPTION PLAN                            
                             (Full Title of the Plan)

                      Yvette E. Landau, General Counsel
                       Circus Circus Enterprises, Inc.
                        2880 Las Vegas Boulevard South
                             Las Vegas, NV 89109                             
                    (Name and address of agent for service)

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

                                  Copies to:
                          Howell J. Reeves, Esquire
                   Wolf, Block, Schorr and Solis-Cohen LLP
                        Twelfth Floor Packard Building
                            111 South 15th Street
                            Philadelphia, PA 19102
                                (215) 977-2000

                      CALCULATION OF REGISTRATION FEE                         
                                                                 
                             Proposed        Proposed                    
Title of                     Maximum         Maximum        Amount
Securities     Amount        Offering        Aggregate      of          
to be          to be         Price           Offering       Registration
Registered     Registered    Per Share(1)    Price(1)       Fee(1)
                                                                               

Common Stock,  2,000,000     $18.53         $37,060,000     $10,933
$.01-2/3       Shares (2)
Par Value                
                                                                               
(1)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based 
upon the average of the high and low prices of the Common Stock on the New York
Stock Exchange Composite Tape on April 23, 1998. 

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


                          PROSPECTUS

                 CIRCUS CIRCUS ENTERPRISES, INC.

                        2,000,000 Shares

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

         Offered Pursuant to the 1998 Stock Option Plan

This Prospectus relates to the offering by Circus Circus
Enterprises, Inc. (the  Company ) of 2,000,000 shares of the Company s
Common Stock, $.01-2/3 per value ( Common Stock ), pursuant to the
Company s 1998 Stock Option Plan (the  Plan ), which provides for the
granting of options pursuant to which the Company may issue up to 2,000,000
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 sold 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 Exchange.  On April 23, 1998, the last
reported sale price of the Common Stock on the New York Stock Exchange
Composite Tape was $18 7/16 per share.
                                         

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

NEITHER THE NEVADA GAMING COMMISSION, THE
NEVADA STATE GAMING CONTROL BOARD, THE MISSISSIPPI
GAMING COMMISSION NOR ANY OTHER GAMING REGULATORY
AUTHORITY HAS PASSED UPON THE ADEQUACY OR ACCURACY
OF THIS PROSPECTUS OR THE INVESTMENT MERITS OF THE
SECURITIES OFFERED HEREBY.  ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
                                         
The date of this Prospectus is April 27, 1998.<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 by reference as a part thereof.  Items of information omitted from
this Prospectus but contained in the Registration Statement may be inspected
and copies may be obtained (at prescribed rates) at the Commission s Public
Reference Section at Room 1024, Judiciary Plaza, 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 Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the Commission s regional offices at Seven World Trade Center, Suite 1300
Floor, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661.  Copies of such material may be
obtained by mail from the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W. Washington, D.C. 20549,
at prescribed rates.  The Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy statements and other
information regarding registrants, such as the Company, that file electronically
with the Commission.  In addition, the Common Stock is listed on the
New York Stock Exchange and the Pacific Exchange and reports, proxy
statements and other information concerning the Company may also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005 and the Pacific Exchange, 301 Pine Street,
San Francisco, California 94104.

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

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

                     DESCRIPTION OF THE PLAN

General

This Prospectus relates to an aggregate of 2,000,000 shares of
Common Stock which may be sold by the Company pursuant to its 1998 Stock
Option Plan (the  Plan ).  Subject to the limitations described under
 Individuals Not Eligible to Receive Options Pursuant to the Plan,  below, the
Plan provides for the sale of up to 2,000,000 shares of the Company s
Common Stock pursuant to stock options granted to (i) full-time salaried
employees of the Company and/or its  Subsidiaries  (as defined) with
managerial, professional or supervisory responsibilities, 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
determines that such individual has the capacity to make a substantial
contribution to the success of the Company.  As used in this Prospectus, the
term  Participant  means a person who holds one or more stock options
granted pursuant to the Plan.  As used in this Prospectus the term
 Subsidiaries  means those corporations at least 50% owned, directly or
indirectly, by the Company.  

The Plan was originally adopted by the Company s Board of
Directors (the  Board of Directors ) on April 23, 1998 (the Plan s effective
date).  The Plan does not require approval by the Company s stockholders and
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.

Purposes

The purposes of the Plan are to enable the Company and its
Subsidiaries to attract and retain the services of 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.

Individuals Not Eligible to Receive Options Pursuant to the Plan

Notwithstanding any provision to the contrary, stock options
may not be granted pursuant to the Plan to any individual who, on the date
such grant would be made, is either (i) an  Excluded Individual  (as defined)
or (ii) an individual to whom the issuance of shares of Common Stock upon
the exercise of a stock option would not be eligible for registration on
Securities and Exchange Commission Form S-8  ( Form S-8 ) or any
successor form providing for the registration of securities offered generally to
employees of an issuer pursuant to an employee benefit plan.  As defined in
the Plan,  Excluded Individuals  means, as of the date of determination, those
individuals who are then serving, or have been elected, nominated or
appointed by the Board of Directors or by the Company s stockholders to
serve, in any of the following capacities:  (i) as a member of the Board of
Directors, (ii) as Chairman of the Board, Vice Chairman of the Board,
President, a Vice President, Secretary or Treasurer of the Company, or (iii) in
any other position (regardless of title) obligating such individual to file
reports
pursuant to Section 16(a) of the Securities Exchange Act of 1934.  The
instructions currently applicable to the use of Form S-8 preclude the
Company s use of that form for the registration of Common Stock for sale
upon the exercise of stock options granted to any consultant or advisor for
services in connection with the offer or sale of securities in capital-raising
transactions and, accordingly, stock options may not be offered to a consultant
or advisor in consideration for such services.


Administration

The Plan is administered by a committee (the  Committee )
which must consist of two or more directors of the Company designated by the
Board of Directors.  The Company s Compensation Committee currently
administers the Plan.

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 .

The present Committee members, each of whom is a director of
the Company, are Michael D. McKee, Chairman, and Arthur H. Bilger. 
Additional information concerning the members of the Committee may be
obtained from Yvette E. Landau, General Counsel, Circus Circus Enterprises,
Inc., 2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(702-734-0410) upon oral or written request.


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 sold pursuant to the Plan may not exceed
2,000,000.  To the extent a stock option granted to a Participant pursuant to
the Plan expires unexercised or is canceled, terminated or forfeited in any
manner without the sale of all of the shares of Common Stock subject thereto,
such unsold shares will again be available under the Plan.  While the shares of
Common Stock sold 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 will not be
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, (the  Code ).  Stock options granted
pursuant to the Plan may be 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 market value  of a share of Common Stock on 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 on the basis of such quotations and
other considerations as the Committee deems appropriate.  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) either delivered by the Participant to
the Company or withheld by the Company from the shares otherwise issuable
upon such 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 become issued and outstanding shares (e.g., upon
registration of such shares in the Participant s name on the stock transfer
records for the Common Stock), the Participant will have none of the rights of
a stockholder of the Company with respect to such shares.

Termination of Employment

          General.  Except as otherwise described under  Exceptions to
the General Rule , below, if a Participant s employment by, or relationship as
a consultant or advisor to, the Company or its Subsidiaries is terminated for
any reason, each stock option granted under the Plan held by such Participant
at the date of such termination (which has not previously lapsed or
terminated), unless otherwise specified in the written agreement evidencing
such stock option, shall continue to be exercisable by such Participant (but
only to the extent exercisable at the time of such termination) 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.

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

          (1)  Special Terms.  If an agreement evidencing a stock
option includes terms relating to the effect of a Participant s termination of
employment by, or relationship as a consultant or advisor to, the Company or
its Subsidiaries which are different than those set forth under  General ,
above, or in one or more of paragraphs (2), (3) and (4), below ( Special
Terms ), then, to the extent of any inconsistency, the Special Terms shall
control.

          (2)  Total Disability. If a Participant s employment by, or
relationship as a consultant or advisor to, 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 at the date of such
termination (which has not previously lapsed or terminated) shall immediately
become fully exercisable as to the total number of shares of Common Stock
subject thereto (whether or not exercisable to that extent at the time of such
termination) and shall remain so exercisable by such 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.

(3)       Death. If a Participant s employment by, or relationship
as a consultant or advisor to, the Company shall terminate as a result of the
Participant s death, each stock option granted under the Plan held by such
Participant at the date of such termination (which has not previously lapsed or
terminated) shall immediately become fully exercisable as to the total number
of shares of Common Stock subject thereto (whether or not exercisable to that
extent at the time of 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 shall remain so exercisable until the earlier of (i) the
expiration of the option by its terms, or (ii) the expiration of the twelve
-month
period commencing with such Participant s death.

(4)       Misconduct.    If a Participant (i) shall cease to be
employed by, or have a relationship of consultant or advisor to, the Company
or a Subsidiary because of his discharge or termination for dishonesty, or
because he violated any material provision of any employment or other
agreement between him and the Company or a Subsidiary, or (ii) shall
voluntarily resign or terminate his employment with or relationship as a
consultant or advisor to the Company or a Subsidiary 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 a
Subsidiary, or (iii) shall have committed an act of dishonesty not discovered by
the Company or a Subsidiary prior to the cessation of his employment with or
relationship as a consultant or advisor to the Company or a Subsidiary, but
which would have resulted in his discharge or termination if discovered prior
to such date, or (iv) shall, either before or after cessation of his employment
with or relationship as a consultant or advisor to the Company or a Subsidiary,
without the written consent of the Company or a Subsidiary, use (except for
the benefit of the Company or a Subsidiary) or disclose 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 a
Subsidiary obtained as a result of or in connection with such employment or
relationship as a consultant or advisor, or (v) shall, either before or after
the
cessation of his employment with or relationship as a consultant or advisor to
the Company or a Subsidiary, without the written consent of the Company or a
Subsidiary, directly or indirectly, give advice to, or serve as an employee,
director, officer, or trustee of, or in any similar capacity with, or otherwise
directly or indirectly participate in the management, operation, or control of,
or have 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 its Subsidiaries, or (vi) shall cease to be
employed by or have a relationship as a consultant or advisor to the Company
or a Subsidiary because of his inability to continue as an employee, consultant
or advisor, as the case may be, under any law or governmental regulation,
including any Nevada gaming law or regulation, or (vii) shall voluntarily
resign or terminate his employment with or relationship as a consultant or
advisor to the Company or a Subsidiary under or followed by such
circumstances as would have rendered him unable to have continued as an
employee, consultant or advisor, as the case may be, under any law or
governmental regulation, including any Nevada gaming law or regulation, then
forthwith from the happening of any such event, any stock options then held
by such Participant shall terminate and become void to the extent that they
then remain unexercised.  Additional forfeiture provisions may be included
within the terms of any stock option grant to a Participant as may be
determined by the Committee in its discretion, provided such provisions are set
forth in the written agreement evidencing such stock option.

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
sold to a Participant pursuant to a stock option granted under  the Plan, and
the Committee may defer such sale 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 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 or relationship
as a consultant or advisor 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 or as a consultant or advisor to 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, consultant or advisor 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 23, 1998, no options had
been granted under the Plan.

Term of the Plan

          Unless earlier terminated by the Board of Directors, the Plan
will expire on April 22, 2008 and, thereafter no option may be granted
pursuant to the Plan.  However, the Plan will continue after such date to
govern all options granted pursuant to the Plan 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 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 the 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,
provided, however, that without the approval of the Company s stockholders
no amendment may be made that would permit the grant of stock options to
Excluded Individuals.  Except as otherwise provided in the Plan, termination
or amendment of the Plan shall not, without the consent of a Participant affect
such Participant s rights under any stock option previously granted to such
Participant.  See  Adjustments Upon Certain Changes. 

<PAGE>
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.


FEDERAL INCOME TAX CONSEQUENCES

General

The stock options granted under the Plan ( Non-Qualified Stock
Options ) are not intended to qualify for the favorable Federal income tax
treatment accorded  Incentive Stock Options  as defined under Section 422 of
the Internal Revenue Code of 1986, as amended (the  Code ).  Section 83 of
the Code and the Regulations thereunder 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.

Taxation of Capital Gains and Ordinary Income

Under the terms of the Code, the maximum marginal federal tax
rate imposed on ordinary income for individuals is 39.6%.   The maximum
marginal federal tax rate imposed on capital gains is 20% with respect to
dispositions of property that has been held for more than 18 months and 28%
with respect to dispositions of property that has been held for more than one
year, but not more than 18 months.  Gains from dispositions of property held
for one year or less are subject to a maximum marginal federal tax rate that is
the same as the maximum marginal rate applicable to ordinary income.  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 generally capital losses are only deductible against capital gains and
$3,000 ($1,500 in the case of a married individual filing a separate return) 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.  Optionees may also be subject to state and
local and/or foreign taxes with respect to option grants, option exercises and
the subsequent holding and disposition of shares acquired and should refer to
the applicable tax laws of the relevant jurisdictions.  Each Participant should
consult his own tax advisor in connection with the tax consequences of the
grant and exercise of any stock option received pursuant to the Plan and the
subsequent holding and disposition of shares received upon exercise of such
option.

                     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 Yvette E. Landau, General Counsel, Circus
Circus Enterprises, Inc., 2880 Las Vegas Boulevard South, Las Vegas,
Nevada 89109 (702-734-0410).

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 Yvette E. Landau 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, 1997, filed pursuant to Section 13(a) of the
          1934 Act;

(b)       The Company s Quarterly Report on Form 10-Q for the fiscal
          quarters ended April 30, 1997, July 31, 1997 and October 31,
          1997, filed pursuant to Section 13(a) of the 1934 Act;

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

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

(e)       All documents subsequently filed by the Company pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the 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 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 Yvette E.
Landau, 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, 1997, incorporated by reference in this Prospectus
and elsewhere in the Registration Statement, to the extent and for the periods
indicated in their report, have been audited by Arthur Andersen LLP,
independent public accountants, and are incorporated herein by reference in
reliance upon the authority of such firm as experts in giving said report. 


     TABLE OF CONTENTS

                                                  Page

ADDITIONAL INFORMATION                                           2

DESCRIPTION OF THE PLAN                                          3
General                                                          3
Purposes                                                         4
Individuals Not Eligible to Receive Options Pursuant to the Plan 4
Administration                                                   5
Limitation on Number of Shares                                   6
Stock Options                                                    6
Termination of Employment                                        7
Stock Option Agreements                                          9
Non-Transferability                                              9
Tax Withholding                                                 10
Rights of Participants                                          10
Stock Options Granted                                           10
Term of the Plan                                                10
Rights as Stockholder                                           11
Adjustments Upon Certain Changes                                11
Amendment, Suspension and Termination of Plan                   11
Governing Law                                                   12

FEDERAL INCOME TAX CONSEQUENCES                                 12
General                                                         12
Taxation of Capital Gains and Ordinary Income                   12

REPORTS OF THE COMPANY                                          13

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                  13

EXPERTS                                                          14

                          PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.               Incorporation of Documents by Reference.

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

Item 4.                    Description of Securities.

                             Not applicable.

Item 5.                    Interests of Named Experts and Counsel.

                             Not applicable.

Item 6.                  Indemnification of Directors and Officers.

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

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

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

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

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

Item 7.                Exemption from Registration Claimed.

 Not Applicable.


Item 8.                    Exhibits.

4(a).           Restated Articles of Incorporation of the Company and   
                Certificate of Amendment thereto.  (Incorporated by   
                reference to Exhibit 3(a) to the Company s Annual    
                Report on Form 10-K for the fiscal year ended         
                January 31, 1991.)

4(b).           Certificate of Division of Shares into Smaller               
                Denominations, dated June 20, 1991.  (Incorporated by
                reference to Exhibit 3(b) to the Company s Annual
                Report on Form 10-K for the fiscal year ended
                January 31, 1992.)

4(c).           Certificate of Division of Shares into Smaller
                Denominations, dated June 22, 1993.  (Incorporated
                by reference to Exhibit 3(i) to the Company s Current
                Report on Form 8-K dated July 21, 1993.)

4(d).           Restated Bylaws of the Company.  (Incorporated by
                reference to Exhibit 3(ii) to the Company s Annual
                Report on Form 10-K for the fiscal year ended
                January 31, 1997.)

4(e).           Rights Agreement dated as of July 14, 1994, between
                the Company and First Chicago Trust Company of
                New York.  (Incorporated by reference to Exhibit 4
                to the Company s Current Report on Form 8-K dated
                August 15, 1994.)

4(f).           Amendment to Rights Agreement effective as of
                April 16, 1996, between the Company and First
                Chicago Trust Company of New York. 
                (Incorporated by reference to Exhibit 4(a) to the
                Company s Quarterly Report on Form 10-Q for the
                quarterly period ended July 31, 1996.)

4(g).           1998 Stock Option Plan.

23.             Consent of Arthur Andersen LLP

24.             Power of Attorney (included on page II-5 of this
                registration statement).

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
                l0(a)(3) of the Securities Act of 1933;

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

(iii)           To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

(2)             That, for the purpose of determining any liability    
under the Securities Act of 1933, each such post-effective amendment           
shall be deemed to be a new registration statement relating to the            
securities offered therein, and the offering of such securities at that        
time shall be deemed to be the initial bona fide offering thereof.
 
(3)             To remove from registration by means of a post-     
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

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

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

                                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada, on the 23rd day of
April, 1998.

                                              CIRCUS CIRCUS ENTERPRISES, INC.



                 By:MICHAEL S. ENSIGN                  
                 MICHAEL S. ENSIGN, Chairman
                 of the Board and Chief Executive
                 Officer

                        POWER OF ATTORNEY

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


          Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated. 

Signature                Title                           Date

MICHAEL S. ENSIGN        Chairman of the Board        April 23, 1998
Michael S. Ensign        and Chief Executive 
                         Officer (Principal 
                         Executive Officer)


WILLIAM A. RICHARDSON    Executive Vice President     April 23, 1998
William A. Richardson    and Director


GLENN SCHAEFFER          President, Chief Financial   April 23, 1998 
Glenn Schaeffer          Financial Officer,
                         Treasurer and Director
                         (Principal Financial 
                         Officer)

LES MARTIN               Controller (Principal        April 23, 1998 
Les Martin               Accounting Officer)


RICHARD P. BANIS         Director                     April 23, 1998
Richard P. Banis


ARTHUR H. BILGER         Director                     April 23, 1998
Arthur H. Bilger 


RICHARD A. ETTER         Director                     April 23, 1998
Richard A. Etter      


MICHAEL D. MCKEE         Director                     April 23, 1998
Michael D. McKee     

                                                                 Exhibit 23





            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated
February 26,
1997 included or incorporated by reference in Circus Circus Enterprises, Inc. s
Annual Report on Form 10-K for the year ended January 31, 1997 and to all
references to our Firm included in this Registration Statement.


ARTHUR ANDERSEN LLP







Las Vegas, Nevada
April 27, 1998
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As filed with the Securities and Exchange Commission on
                               April 27, 1998.
                                       
                       Registration Statement No. 333-
                                                            
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549  
                                       
                                                                            

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

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

                NEVADA                               88-012196                  
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)                    

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

                              1998 STOCK OPTION PLAN                            
                             (Full Title of the Plan)

                      Yvette E. Landau, General Counsel
                       Circus Circus Enterprises, Inc.
                        2880 Las Vegas Boulevard South
                             Las Vegas, NV 89109                             
                    (Name and address of agent for service)

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

                                  Copies to:
                          Howell J. Reeves, Esquire
                   Wolf, Block, Schorr and Solis-Cohen LLP
                        Twelfth Floor Packard Building
                            111 South 15th Street
                            Philadelphia, PA 19102
                                (215) 977-2000

                      CALCULATION OF REGISTRATION FEE                         
                                                                 
                             Proposed        Proposed                    
Title of                     Maximum         Maximum        Amount
Securities     Amount        Offering        Aggregate      of          
to be          to be         Price           Offering       Registration
Registered     Registered    Per Share(1)    Price(1)       Fee(1)
                                                                               

Common Stock,  2,000,000     $18.53         $37,060,000     $10,933
$.01-2/3       Shares (2)
Par Value                
                                                                               
(1)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based 
upon the average of the high and low prices of the Common Stock on the New York
Stock Exchange Composite Tape on April 23, 1998. 

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

                          PROSPECTUS

                 CIRCUS CIRCUS ENTERPRISES, INC.

                        2,000,000 Shares

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

         Offered Pursuant to the 1998 Stock Option Plan

This Prospectus relates to the offering by Circus Circus
Enterprises, Inc. (the  Company ) of 2,000,000 shares of the Company s
Common Stock, $.01-2/3 per value ( Common Stock ), pursuant to the
Company s 1998 Stock Option Plan (the  Plan ), which provides for the
granting of options pursuant to which the Company may issue up to 2,000,000
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 sold 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 Exchange.  On April 23, 1998, the last
reported sale price of the Common Stock on the New York Stock Exchange
Composite Tape was $18 7/16 per share.
                                         

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

NEITHER THE NEVADA GAMING COMMISSION, THE
NEVADA STATE GAMING CONTROL BOARD, THE MISSISSIPPI
GAMING COMMISSION NOR ANY OTHER GAMING REGULATORY
AUTHORITY HAS PASSED UPON THE ADEQUACY OR ACCURACY
OF THIS PROSPECTUS OR THE INVESTMENT MERITS OF THE
SECURITIES OFFERED HEREBY.  ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
                                         
The date of this Prospectus is April 27, 1998.
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 by reference as a part thereof.  Items of information omitted from
this Prospectus but contained in the Registration Statement may be inspected
and copies may be obtained (at prescribed rates) at the Commission s Public
Reference Section at Room 1024, Judiciary Plaza, 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 Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the Commission s regional offices at Seven World Trade Center, Suite 1300
Floor, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661.  Copies of such material may be
obtained by mail from the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W. Washington, D.C. 20549,
at prescribed rates.  The Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy statements and other
information regarding registrants, such as the Company, that file electronically
with the Commission.  In addition, the Common Stock is listed on the
New York Stock Exchange and the Pacific Exchange and reports, proxy
statements and other information concerning the Company may also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005 and the Pacific Exchange, 301 Pine Street,
San Francisco, California 94104.

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

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

                     DESCRIPTION OF THE PLAN

General

This Prospectus relates to an aggregate of 2,000,000 shares of
Common Stock which may be sold by the Company pursuant to its 1998 Stock
Option Plan (the  Plan ).  Subject to the limitations described under
 Individuals Not Eligible to Receive Options Pursuant to the Plan,  below, the
Plan provides for the sale of up to 2,000,000 shares of the Company s
Common Stock pursuant to stock options granted to (i) full-time salaried
employees of the Company and/or its  Subsidiaries  (as defined) with
managerial, professional or supervisory responsibilities, 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
determines that such individual has the capacity to make a substantial
contribution to the success of the Company.  As used in this Prospectus, the
term  Participant  means a person who holds one or more stock options
granted pursuant to the Plan.  As used in this Prospectus the term
 Subsidiaries  means those corporations at least 50% owned, directly or
indirectly, by the Company.  

The Plan was originally adopted by the Company s Board of
Directors (the  Board of Directors ) on April 23, 1998 (the Plan s effective
date).  The Plan does not require approval by the Company s stockholders and
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.

Purposes

The purposes of the Plan are to enable the Company and its
Subsidiaries to attract and retain the services of 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.

Individuals Not Eligible to Receive Options Pursuant to the Plan

Notwithstanding any provision to the contrary, stock options
may not be granted pursuant to the Plan to any individual who, on the date
such grant would be made, is either (i) an  Excluded Individual  (as defined)
or (ii) an individual to whom the issuance of shares of Common Stock upon
the exercise of a stock option would not be eligible for registration on
Securities and Exchange Commission Form S-8  ( Form S-8 ) or any
successor form providing for the registration of securities offered generally to
employees of an issuer pursuant to an employee benefit plan.  As defined in
the Plan,  Excluded Individuals  means, as of the date of determination, those
individuals who are then serving, or have been elected, nominated or
appointed by the Board of Directors or by the Company s stockholders to
serve, in any of the following capacities:  (i) as a member of the Board of
Directors, (ii) as Chairman of the Board, Vice Chairman of the Board,
President, a Vice President, Secretary or Treasurer of the Company, or (iii) in
any other position (regardless of title) obligating such individual to file
reports
pursuant to Section 16(a) of the Securities Exchange Act of 1934.  The
instructions currently applicable to the use of Form S-8 preclude the
Company s use of that form for the registration of Common Stock for sale
upon the exercise of stock options granted to any consultant or advisor for
services in connection with the offer or sale of securities in capital-raising
transactions and, accordingly, stock options may not be offered to a consultant
or advisor in consideration for such services.

Administration

The Plan is administered by a committee (the  Committee )
which must consist of two or more directors of the Company designated by the
Board of Directors.  The Company s Compensation Committee currently
administers the Plan.

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 .

The present Committee members, each of whom is a director of
the Company, are Michael D. McKee, Chairman, and Arthur H. Bilger. 
Additional information concerning the members of the Committee may be
obtained from Yvette E. Landau, General Counsel, Circus Circus Enterprises,
Inc., 2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(702-734-0410) upon oral or written request.

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 sold pursuant to the Plan may not exceed
2,000,000.  To the extent a stock option granted to a Participant pursuant to
the Plan expires unexercised or is canceled, terminated or forfeited in any
manner without the sale of all of the shares of Common Stock subject thereto,
such unsold shares will again be available under the Plan.  While the shares of
Common Stock sold 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 will not be
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, (the  Code ).  Stock options granted
pursuant to the Plan may be 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 market value  of a share of Common Stock on 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 on the basis of such quotations and
other considerations as the Committee deems appropriate.  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) either delivered by the Participant to
the Company or withheld by the Company from the shares otherwise issuable
upon such 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 become issued and outstanding shares (e.g., upon
registration of such shares in the Participant s name on the stock transfer
records for the Common Stock), the Participant will have none of the rights of
a stockholder of the Company with respect to such shares.

Termination of Employment

          General.  Except as otherwise described under  Exceptions to
the General Rule , below, if a Participant s employment by, or relationship as
a consultant or advisor to, the Company or its Subsidiaries is terminated for
any reason, each stock option granted under the Plan held by such Participant
at the date of such termination (which has not previously lapsed or
terminated), unless otherwise specified in the written agreement evidencing
such stock option, shall continue to be exercisable by such Participant (but
only to the extent exercisable at the time of such termination) 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.

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

          (1)  Special Terms.  If an agreement evidencing a stock
option includes terms relating to the effect of a Participant s termination of
employment by, or relationship as a consultant or advisor to, the Company or
its Subsidiaries which are different than those set forth under  General ,
above, or in one or more of paragraphs (2), (3) and (4), below ( Special
Terms ), then, to the extent of any inconsistency, the Special Terms shall
control.

          (2)  Total Disability. If a Participant s employment by, or
relationship as a consultant or advisor to, 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 at the date of such
termination (which has not previously lapsed or terminated) shall immediately
become fully exercisable as to the total number of shares of Common Stock
subject thereto (whether or not exercisable to that extent at the time of such
termination) and shall remain so exercisable by such 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.

(3)       Death. If a Participant s employment by, or relationship
as a consultant or advisor to, the Company shall terminate as a result of the
Participant s death, each stock option granted under the Plan held by such
Participant at the date of such termination (which has not previously lapsed or
terminated) shall immediately become fully exercisable as to the total number
of shares of Common Stock subject thereto (whether or not exercisable to that
extent at the time of 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 shall remain so exercisable until the earlier of (i) the
expiration of the option by its terms, or (ii) the expiration of the twelve
-month
period commencing with such Participant s death.

(4)       Misconduct.    If a Participant (i) shall cease to be
employed by, or have a relationship of consultant or advisor to, the Company
or a Subsidiary because of his discharge or termination for dishonesty, or
because he violated any material provision of any employment or other
agreement between him and the Company or a Subsidiary, or (ii) shall
voluntarily resign or terminate his employment with or relationship as a
consultant or advisor to the Company or a Subsidiary 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 a
Subsidiary, or (iii) shall have committed an act of dishonesty not discovered by
the Company or a Subsidiary prior to the cessation of his employment with or
relationship as a consultant or advisor to the Company or a Subsidiary, but
which would have resulted in his discharge or termination if discovered prior
to such date, or (iv) shall, either before or after cessation of his employment
with or relationship as a consultant or advisor to the Company or a Subsidiary,
without the written consent of the Company or a Subsidiary, use (except for
the benefit of the Company or a Subsidiary) or disclose 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 a
Subsidiary obtained as a result of or in connection with such employment or
relationship as a consultant or advisor, or (v) shall, either before or after
the
cessation of his employment with or relationship as a consultant or advisor to
the Company or a Subsidiary, without the written consent of the Company or a
Subsidiary, directly or indirectly, give advice to, or serve as an employee,
director, officer, or trustee of, or in any similar capacity with, or otherwise
directly or indirectly participate in the management, operation, or control of,
or have 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 its Subsidiaries, or (vi) shall cease to be
employed by or have a relationship as a consultant or advisor to the Company
or a Subsidiary because of his inability to continue as an employee, consultant
or advisor, as the case may be, under any law or governmental regulation,
including any Nevada gaming law or regulation, or (vii) shall voluntarily
resign or terminate his employment with or relationship as a consultant or
advisor to the Company or a Subsidiary under or followed by such
circumstances as would have rendered him unable to have continued as an
employee, consultant or advisor, as the case may be, under any law or
governmental regulation, including any Nevada gaming law or regulation, then
forthwith from the happening of any such event, any stock options then held
by such Participant shall terminate and become void to the extent that they
then remain unexercised.  Additional forfeiture provisions may be included
within the terms of any stock option grant to a Participant as may be
determined by the Committee in its discretion, provided such provisions are set
forth in the written agreement evidencing such stock option.

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
sold to a Participant pursuant to a stock option granted under  the Plan, and
the Committee may defer such sale 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 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 or relationship
as a consultant or advisor 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 or as a consultant or advisor to 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, consultant or advisor 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 23, 1998, no options had
been granted under the Plan.

Term of the Plan

          Unless earlier terminated by the Board of Directors, the Plan
will expire on April 22, 2008 and, thereafter no option may be granted
pursuant to the Plan.  However, the Plan will continue after such date to
govern all options granted pursuant to the Plan 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 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 the 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,
provided, however, that without the approval of the Company s stockholders
no amendment may be made that would permit the grant of stock options to
Excluded Individuals.  Except as otherwise provided in the Plan, termination
or amendment of the Plan shall not, without the consent of a Participant affect
such Participant s rights under any stock option previously granted to such
Participant.  See  Adjustments Upon Certain Changes.
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.

FEDERAL INCOME TAX CONSEQUENCES

General

The stock options granted under the Plan ( Non-Qualified Stock
Options ) are not intended to qualify for the favorable Federal income tax
treatment accorded  Incentive Stock Options  as defined under Section 422 of
the Internal Revenue Code of 1986, as amended (the  Code ).  Section 83 of
the Code and the Regulations thereunder 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.

Taxation of Capital Gains and Ordinary Income

Under the terms of the Code, the maximum marginal federal tax
rate imposed on ordinary income for individuals is 39.6%.   The maximum
marginal federal tax rate imposed on capital gains is 20% with respect to
dispositions of property that has been held for more than 18 months and 28%
with respect to dispositions of property that has been held for more than one
year, but not more than 18 months.  Gains from dispositions of property held
for one year or less are subject to a maximum marginal federal tax rate that is
the same as the maximum marginal rate applicable to ordinary income.  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 generally capital losses are only deductible against capital gains and
$3,000 ($1,500 in the case of a married individual filing a separate return) 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.  Optionees may also be subject to state and
local and/or foreign taxes with respect to option grants, option exercises and
the subsequent holding and disposition of shares acquired and should refer to
the applicable tax laws of the relevant jurisdictions.  Each Participant should
consult his own tax advisor in connection with the tax consequences of the
grant and exercise of any stock option received pursuant to the Plan and the
subsequent holding and disposition of shares received upon exercise of such
option.

                     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 Yvette E. Landau, General Counsel, Circus
Circus Enterprises, Inc., 2880 Las Vegas Boulevard South, Las Vegas,
Nevada 89109 (702-734-0410).

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 Yvette E. Landau 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, 1997, filed pursuant to Section 13(a) of the
          1934 Act;

(b)       The Company s Quarterly Report on Form 10-Q for the fiscal
          quarters ended April 30, 1997, July 31, 1997 and October 31,
          1997, filed pursuant to Section 13(a) of the 1934 Act;

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

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

(e)       All documents subsequently filed by the Company pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the 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 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 Yvette E.
Landau, 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, 1997, incorporated by reference in this Prospectus
and elsewhere in the Registration Statement, to the extent and for the periods
indicated in their report, have been audited by Arthur Andersen LLP,
independent public accountants, and are incorporated herein by reference in
reliance upon the authority of such firm as experts in giving said report. 

     TABLE OF CONTENTS

                                                  Page

ADDITIONAL INFORMATION                                           2

DESCRIPTION OF THE PLAN                                          3
General                                                          3
Purposes                                                         4
Individuals Not Eligible to Receive Options Pursuant to the Plan 4
Administration                                                   5
Limitation on Number of Shares                                   6
Stock Options                                                    6
Termination of Employment                                        7
Stock Option Agreements                                          9
Non-Transferability                                              9
Tax Withholding                                                 10
Rights of Participants                                          10
Stock Options Granted                                           10
Term of the Plan                                                10
Rights as Stockholder                                           11
Adjustments Upon Certain Changes                                11
Amendment, Suspension and Termination of Plan                   11
Governing Law                                                   12

FEDERAL INCOME TAX CONSEQUENCES                                 12
General                                                         12
Taxation of Capital Gains and Ordinary Income                   12

REPORTS OF THE COMPANY                                          13

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                  13

EXPERTS                                                          14

                          PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.               Incorporation of Documents by Reference.

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

Item 4.                    Description of Securities.

                             Not applicable.

Item 5.                    Interests of Named Experts and Counsel.

                             Not applicable.

Item 6.                  Indemnification of Directors and Officers.

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

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

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

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

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

Item 7.                Exemption from Registration Claimed.

 Not Applicable.

Item 8.                    Exhibits.

4(a).           Restated Articles of Incorporation of the Company and   
                Certificate of Amendment thereto.  (Incorporated by   
                reference to Exhibit 3(a) to the Company s Annual    
                Report on Form 10-K for the fiscal year ended         
                January 31, 1991.)

4(b).           Certificate of Division of Shares into Smaller               
                Denominations, dated June 20, 1991.  (Incorporated by
                reference to Exhibit 3(b) to the Company s Annual
                Report on Form 10-K for the fiscal year ended
                January 31, 1992.)

4(c).           Certificate of Division of Shares into Smaller
                Denominations, dated June 22, 1993.  (Incorporated
                by reference to Exhibit 3(i) to the Company s Current
                Report on Form 8-K dated July 21, 1993.)

4(d).           Restated Bylaws of the Company.  (Incorporated by
                reference to Exhibit 3(ii) to the Company s Annual
                Report on Form 10-K for the fiscal year ended
                January 31, 1997.)

4(e).           Rights Agreement dated as of July 14, 1994, between
                the Company and First Chicago Trust Company of
                New York.  (Incorporated by reference to Exhibit 4
                to the Company s Current Report on Form 8-K dated
                August 15, 1994.)

4(f).           Amendment to Rights Agreement effective as of
                April 16, 1996, between the Company and First
                Chicago Trust Company of New York. 
                (Incorporated by reference to Exhibit 4(a) to the
                Company s Quarterly Report on Form 10-Q for the
                quarterly period ended July 31, 1996.)

4(g).           1998 Stock Option Plan.

23.             Consent of Arthur Andersen LLP

24.             Power of Attorney (included on page II-5 of this
                registration statement).

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
                l0(a)(3) of the Securities Act of 1933;

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

(iii)           To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

(2)             That, for the purpose of determining any liability    
under the Securities Act of 1933, each such post-effective amendment           
shall be deemed to be a new registration statement relating to the            
securities offered therein, and the offering of such securities at that        
time shall be deemed to be the initial bona fide offering thereof.
 
(3)             To remove from registration by means of a post-     
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

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

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

                                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada, on the 23rd day of
April, 1998.

                                              CIRCUS CIRCUS ENTERPRISES, INC.

                 By:MICHAEL S. ENSIGN                  
                 MICHAEL S. ENSIGN, Chairman
                 of the Board and Chief Executive
                 Officer

                        POWER OF ATTORNEY

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

          Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated. 

Signature                Title                           Date

MICHAEL S. ENSIGN        Chairman of the Board        April 23, 1998
Michael S. Ensign        and Chief Executive 
                         Officer (Principal 
                         Executive Officer)

WILLIAM A. RICHARDSON    Executive Vice President     April 23, 1998
William A. Richardson    and Director

GLENN SCHAEFFER          President, Chief Financial   April 23, 1998 
Glenn Schaeffer          Financial Officer,
                         Treasurer and Director
                         (Principal Financial 
                         Officer)

LES MARTIN               Controller (Principal        April 23, 1998 
Les Martin               Accounting Officer)

RICHARD P. BANIS         Director                     April 23, 1998
Richard P. Banis

ARTHUR H. BILGER         Director                     April 23, 1998
Arthur H. Bilger 

RICHARD A. ETTER         Director                     April 23, 1998
Richard A. Etter      

MICHAEL D. MCKEE         Director                     April 23, 1998
Michael D. McKee     

                                                                 Exhibit 23

            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated
February 26,
1997 included or incorporated by reference in Circus Circus Enterprises, Inc. s
Annual Report on Form 10-K for the year ended January 31, 1997 and to all
references to our Firm included in this Registration Statement.

ARTHUR ANDERSEN LLP

Las Vegas, Nevada
April 27, 1998