CIRCUS CIRCUS ENTERPRISES INC
11-K/A, 1994-07-05
MISCELLANEOUS AMUSEMENT & RECREATION
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THIS DOCUMENT IS A COPY OF THE FORM 11-K/A FILED ON JUNE 30, 1994 PURSUANT
TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.


               SECURITIES AND EXCHANGE COMMISSION 
                     Washington D.C.  20549 
  
 
                                FORM 11-K/A

                            Amendment No. 1 to 

                               ANNUAL REPORT
 
                     Pursuant to Section 15(d) of the
                      Securities Exchange Act of 1934



 
     [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED].
         For the fiscal year ended December 31, 1993

                                    OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
         For the transition period from ________ to ________      
                                  
         Commission file number     0-8570                 
 
     A.  Full title of the plan and the address of the plan,
         if different from that of the issuer named below: 
 
 
             CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING,
           INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN 
 
 
     B.  Name of issuer of the securities held pursuant to the
         plan and the address of its principal executive office: 
 
 
                 CIRCUS CIRCUS ENTERPRISES, INC. 
                 2880 Las Vegas Boulevard South 
                 Las Vegas, Nevada  89109-1120
  
 
<PAGE>









                    CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING,
                  INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN
 
 
                  INDEX TO FINANCIAL STATEMENTS
 
 
                                                        Page 
 
Report of Independent Public Accountants                  3
   
Statements of Net Assets as of 
  December 31, 1993 and 1992                              5 
 
Statement of Changes in Net Assets for the
  Year Ended December 31, 1993                            6
   
Notes to Financial Statements                             7 
 
 
Schedules:
 II.   Combining Statements of Net Assets as of
         December 31, 1993 and 1992                      14 
 
III.   Combining Statement of Changes 
         in Net Assets for the Year Ended 
         December 31, 1993                               16 
 
Schedule of Assets Held for Investment
  at December 31, 1993                                   17

Reportable Transactions for the Year    
  Ended December 31, 1993                                18 


<PAGE>
            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

 
To the Board of Directors 

  of Circus Circus Enterprises, Inc.: 


We have audited the accompanying statements of net assets and the 
combining statements of net assets (Schedule II) of Circus Circus
Employees' Profit Sharing, Investment and Employee Stock Ownership
Plan (the "Plan") as of December 31, 1993 and 1992, and the related
statement of changes in net assets and the combining statement of
changes in net assets (Schedule III) for the year ended December 31,
1993.  These financial statements and schedules and the schedules
referred to below are the responsibility of Circus Circus Enterprises,
Inc.  Our responsibility is to express an opinion on these financial
statements and schedules based on our audits. 

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion. 

<PAGE>

In our opinion, the financial statements and Schedules II and III
referred to above present fairly, in all material respects, the net
assets of the Plan as of December 31, 1993 and 1992, and the changes
in its net assets for the year ended December 31, 1993, in conformity
with generally accepted accounting principles. 

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
schedules of Assets Held for Investment at December 31, 1993 and
Reportable Transactions for the Year Ended December 31, 1993 are
presented for purposes of additional analysis and are not a required
part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.  The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements
and Schedules II and III taken as a whole. 




                                ARTHUR ANDERSEN & CO. 


Las Vegas, Nevada 
May 25, 1994 

<PAGE>
                  CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING,
                INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN

                       STATEMENTS OF NET ASSETS 
                   AS OF DECEMBER 31, 1993 AND 1992 
 
 
 
                                              1993           1992   
        
 
CASH                                      $  395,740     $  137,114

CONTRIBUTIONS RECEIVABLE: 
  Employee                                   496,029        637,955 
  Employer                                 1,153,830        848,081 

INVESTMENTS, at contract or market value: 

  Fixed Income Fund                                                 
    (cost of $13,067,851 and $13,263,886) 13,067,851     13,263,886 
                        
  Circus Circus Common Stock Fund                                 
    (cost of $11,993,979 and $7,930,860)  22,833,547     20,062,771

  ESOP Fund                                                       
    (cost of $9,862,683 and $7,375,655)   13,771,292     11,948,372

  General Common Stock Fund                                         
    (cost of $1,691,323 and $1,752,796)    2,042,252      2,124,773
                      
  U.S. Government Securities Fund/
    Money Market Fund
    (cost of $293,053 and $255,404)          298,163        257,486

  Capital Fund                                         
    (cost of $401,337 and $224,427)          411,634        220,958

    NET ASSETS                           $54,470,338    $49,501,396 
                                              

  










      The accompanying notes are an integral part of these statements. 
<PAGE>


                     CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING,
                   INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN

                       STATEMENT OF CHANGES IN NET ASSETS 
                     FOR OF THE YEAR ENDED DECEMBER 31, 1993 
 
                                 
CONTRIBUTIONS:           

  Employee                                   $ 6,413,317 

  Employer automatic                           2,837,350 

  Employer matching                              502,978   

    Total contributions                        9,753,645 
 
INVESTMENT INCOME:

  Interest                                       878,504

  Cash dividends                                 145,505

    Total net investment income                1,024,009

INVESTMENT LOSSES: 

  Realized losses, net                          (102,051)
 
  Unrealized depreciation, net                  (628,719)

     Total net investment losses                (730,770)

                                              10,046,884  

TRANSFERS                                         (1,161)

BENEFIT DISTRIBUTIONS                         (5,076,781)  

INCREASE IN NET ASSETS                         4,968,942 

NET ASSETS, beginning of year                 49,501,396  

NET ASSETS, end of year                      $54,470,338 
                                              ========== 



   The accompanying notes are an integral part of this statement. 
<PAGE>
                    CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING,
                  INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN

                         NOTES TO FINANCIAL STATEMENTS 
                               DECEMBER 31, 1993 
 
 
                         (1)  Description of the Plan 
 
The following description of the Circus Circus Employees' Profit 
Sharing, Investment and Employee Stock Ownership Plan (the "Plan")
provides only general information.  Plan participants should refer to
the Plan agreement for a more complete description of the Plan's
provisions. 
 
General 
 
The Plan was adopted as a 401(k) plan by the Board of Directors of
Circus Circus Enterprises, Inc. ("CCEI") in August 1985 and has been
approved by the Board of Directors of each of its wholly-owned
subsidiaries which are participating employers (collectively referred
to as the "Company").  Employee stock ownership features were added to
the Plan, and other changes made, in November 1989.  Certain other
amendments have been made to the Plan from time to time, including
those necessary to comply with Internal Revenue Service and Department
of Labor guidelines.
 
The Plan is administered by CCEI except with respect to investments 
(see Note 2).  Plan amendments must be approved by CCEI's Board of
Directors. 
 
The Plan is a voluntary defined contribution plan covering primarily
non-union employees of at least age 21 who have completed one year of
service, including at least 1,000 hours of service as defined in the
Plan.  The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 as amended. 

Changes in the Plan 

On November 22, 1993, the Plan was amended (the Eighth Amendment) for
the purposes of complying with recent changes in applicable law and
recently issued Internal Revenue Service and Department of Labor
regulations and to make other desired changes.  Substantive changes
included provisions for the direct rollover of qualifying
distributions, limitations on compensation taken into account under
the plan to $150,000 and additional provisions regarding the approval
and administration of qualified domestic relations orders.  None of
the changes is considered to be a significant change to the Plan.

<PAGE>
Contributions 
 
Contributions to the Plan are limited under certain provisions 
of the Internal Revenue Code (the "Code") as follows: 

i.   Section 401(k) of the Code establishes maximum percentages of
     compensation which may be contributed as elective contributions
     by participants of the Plan who constitute "Highly Compensated
     Employees" (as defined in the Code).

ii.  Section 401(m) of the Code establishes maximum percentages of
     compensation which may be contributed as matching contributions
     on behalf of such Highly Compensated Employees.

iii. Section 402(g) of the Code establishes a specific dollar
     limitation on the amount of an individual participant's elective
     contributions to the Plan.

iv.  Section 415 of the Code establishes limitations on the combined
     amounts of annual employer and employee contributions and
     forfeitures which may be credited to an individual participant's
     account. 

     Employee Savings Contributions 
 
     The Plan provides for each participant to contribute up to 15
     percent of his/her compensation unless otherwise reduced to
     comply with limitations as contained in the Internal Revenue
     Code.  The participants may elect to have such contributions
     invested in any of five investment options (see Note (2)
     "Investment Options"). 
 
     Savings contributions are accepted on the condition that they
     fall within certain limitations contained in the Plan document. 
     Savings contributions that do not comply with those limitations
     are to be returned (with the earnings, if any, on such amount) to
     the participant after the Plan year end. 

     Automatic Contributions 
 
     The Company contributes an amount to each eligible participant's  
     account annually based on years of credited service (as defined). 
     Automatic contributions, ranging from $250 for one year of
     service to $800 for eight or more years of service, per
     participant, may be funded with CCEI common stock or cash at the
     option of the Company.   

     Employer Matching Contributions 
 
     The Company matches 25% of participant savings contributions up
     to specified maximum amounts per participant ranging from $62.50
     for one year of service to $200 for eight or more years of
     service.  The contributions may be funded in cash or CCEI common
     stock, at the Company's option.
<PAGE>
     Employer Discretionary Contributions 

     The Plan also provides for discretionary contributions to be made
     by the Company, if approved by CCEI's Board of Directors.  No
     employer discretionary contributions have been made through
     December 31, 1993.

Vesting

Participants eligibly employed before July 3, 1989, and who entered
the Plan on or before December 31, 1992, are fully vested in all
employer contributions and related earnings.  For participants with
initial eligible employment dates on or after July 3, 1989, and for
participants with eligible employment dates prior to July 3, 1989, but
who did not enter the Plan until after December 31, 1992, employer
contributions and earnings thereon begin vesting in annual 25%
increments after three years of service and are completely vested
after six years of service, as defined in the Plan.  All employee
contributions and earnings thereon are 100% vested, regardless of
employment date.

The Plan requires a participant to reach age 65 and to complete five
years of plan participation to qualify for normal retirement. All
accounts are fully vested at the time of normal retirement.  In the
event of death or total disability (as defined) of a participant, the
participant's accounts also become fully vested.

Upon termination of employment prior to normal retirement, total
disability or death, the unvested portion of a participant's account
will be forfeited.  Such forfeitures occurring during a Plan Year will
be allocated among the remaining participants as of the last day of
the Plan year in proportion to the respective participants automatic
contributions for such Plan Year.

Benefits 

The benefit to which a participant is entitled is paid in a lump sum. 
The following benefits are payable under the provisions of the Plan:

     Retirement Benefit 
 
     Upon the later of reaching normal retirement age (65 years of
     age), or accumulating five years of Plan participation, a
     participant is entitled to a retirement benefit in an amount
     equal to 100% of the participant's account balance.  

     Death Benefit 
 
     In the event of the death of a participant, his designated
     beneficiary shall be entitled to a death benefit in an amount
     equal to 100% of the participant's account balance.
<PAGE>
     Disability Benefit

     In the event a participant becomes totally disabled (as defined),
     such participant will be entitled to a disability benefit in an
     amount equal to 100% of the participant's account balance.  

     Severance of Employment Benefit 
 
     In the event a participant's employment with the Company is
     terminated, such participant will be entitled to a severance of
     employment benefit in an amount equal to the participant's        
     vested account balance.

     Benefits Payable

     Net assets at December 31, 1993 and 1992 include the market
     values of $1,030 and $7,296, respectively, for distributions to
     be paid subsequent to year end.

     Stock Split

     In June 1993, the Board of Directors of CCEI declared a 3-for-2
     split of the Company's common stock, which was paid July 23,
     1993, to stockholders of record on July 9, 1993.  All share data
     have been adjusted retroactively for the 3-for-2 stock split.

                            (2)  Investment Options 
 
All employer contributions are directed to the ESOP fund.  These
contributions may be in CCEI common stock or cash which will be used
to purchase CCEI stock or, to a limited extent, other investments.  As
of December 31, 1993 and 1992, there were 374,729 and 315,816 post-
split shares of CCEI common stock held by the ESOP, respectively.  All
employee contributions are invested among the following five other
investment options available under the Plan, at the direction of the
participant.  No portion of the ESOP fund investments may be directed
by participants into other funds prior to 1999.  To the extent a
participant does not specifically designate investment elections,
undesignated amounts are invested in the fund(s) determined by the
trustee until a designation can be obtained from the participant.  The
participant-directed investment options available are as follows: 

     Fund A - Circus Circus Common Stock 
 
     This fund is invested by Bank of America, Nevada (the "Trustee"),
     primarily in CCEI common stock.  The Trustee has discretion as to
     the timing and manner of purchasing shares of common stock.  Cash
     dividends or interest, if any, are reinvested in this fund, and
     any stock dividends or shares issued pursuant to a stock split on
     the shares held by this fund will be added to this fund.

<PAGE>



     The respective numbers of shares of CCEI common stock held by
     this fund as of the dates indicated are as follows: 
 
                                December 31,            
                              1993        1992      
 
     Number of shares...    621,321     530,294                 

     Fund B - Fixed Income Fund 

     Effective January 1, 1991, all new investments in Fund B are
     invested in the Merrill Lynch Retirement Preservation Trust (the
     "Merrill Lynch Fund"), formerly named the Merrill Lynch GIC
     Managed Trust, which is a collective trust fund available for
     investments by qualified retirement plans.  The Merrill Lynch
     Fund's investment goals are to obtain high current income
     consistent with the preservation of capital and the maintenance
     of liquidity.  The Merrill Lynch Fund is invested primarily in
     contracts issued by insurance companies and banks which provide
     for a return of principal plus interest, either periodically or
     at maturity.  Investments may also include money market
     instruments.  Merrill Lynch Trust Company ("Merrill Lynch") and
     Merrill Lynch Asset Management, Inc. (corporations entirely
     owned, directly or indirectly, by Merrill Lynch & Co., Inc.) are
     the trustee and the investment advisor, respectively, of the
     Merrill Lynch Fund.

     Contributions to this fund prior to January 1, 1991 were invested
     in Guaranteed Interest Accounts ("GIA") under a contract with
     Principal Financial Group ("PFG") which constitute part of PFG's
     general pooled account.  This account is invested principally in
     privately placed loans (such as bonds and mortgages) with
     maturities that generally parallel PFG's guarantees under its
     GIA's.  The GIA's offer guaranteed principal and interest for
     periods of five years as selected by CCEI.

     Fund C - General Common Stock Fund 
     
     This Fund is invested by the Trustee in the S&P 500 Index
     Portfolio (the "Portfolio"), an investment fund constituting a
     part of the SEI Index Funds and managed by SEI Financial
     Management Corporation.  The Portfolio seeks to provide
     investment results that correspond to the aggregate price and
     dividend performance of the Standard & Poor's 500 Composite Price
     Index.    

     Fund D - U.S. Government Securities Fund / Money Market Fund 

     This Fund is invested in the Federated Intermediate Government
     Trust (the "FIG Trust") which invests in U.S. government
     securities to provide current income.  The FIG Trust invests only
     in U.S. government securities with remaining maturities of five
     years or less.
<PAGE>
     Fund E - Capital Fund

     This Fund is invested in Class A shares of the Merrill Lynch
     Capital Fund which consists of equity securities, corporate bonds
     and/or money market securities and such other investments as may
     be provided from time to time under an agreement of trust, a
     contract or an agreement entered into by the plan administrator
     or the trustee with an investment manager. 

                (3)  Summary of Significant Accounting Policies 
 
Accrual Basis of Accounting 
 
The Plan's financial statements are prepared on an accrual basis. 
 
Plan Expenses 
 
Plan expenses, including accounting, legal, trustee and any other
costs of administering the Plan or Trust, are paid by the Company or
charged to the Trust at the discretion of CCEI's Board of Directors. 
All Plan expenses during 1993 were paid by the Company.
 
Valuation of Investments 
 
Contributions to the guaranteed interest accounts in the Fixed Income
Fund prior to 1991 guarantee a fixed rate of interest for a five-year
period.  The interest rates were determined based on the rate for
guaranteed interest accounts on the dates of deposit.  

Contributions to the Fixed Income Fund subsequent to 1990 are placed
in the Merrill Lynch Retirement Preservation Trust, formerly named the
Merrill Lynch GIC Managed Trust.  The interest rate earned on such
investments is the weighted average rate determined by the individual
contracts or investments that make up the Trust.  The investment for
such accounts in the statements of net assets subsequent to 1990 is
stated at the amount of the contributions plus the interest earned to
date.

The values of the General Common Stock Fund, U.S. Government
Securities Fund, and Capital Fund at the balance sheet date are based
on the latest available closing prices of the investments included in
these funds.

The value of the Circus Circus Common Stock Fund and the ESOP Fund at
the balance sheet date are based on the latest available quoted
closing price of the stock which was $36.75 and $37.83 per share as of
December 31, 1993 and 1992, respectively.  Subsequent to the end of
the Plan year, the market value of the CCEI common stock has decreased
from $36.75 on December 31, 1993 to $23.63 on May 25, 1994.
<PAGE>
                           (4)  Federal Income Taxes 
 
The Company received a favorable determination letter from the
Internal Revenue Service with respect to the tax exempt status of the
Plan (under Code Section 401(a)), and as to whether the Plan, as
amended through 1992, qualifies for deferred tax treatment of
contributions (under Code Section 401(k)).  The Company will
re-submit the Plan as amended through 1993 (as discussed in Note 1)
for an updated tax status determination.  It is the Company's intent
to make any further revisions to the Plan which may be required by the
Internal Revenue Service in order to obtain such a favorable updated
determination.  In management's opinion, within the limits established
by the Plan, a participant in the Plan is not subject to any Federal
income tax on the contributions of the participant or the Company, or
on the dividends, interest or profits from sales of securities held by
the Trustee, until such amounts are withdrawn by the participant. 

                             (5)  Plan Termination 
 
Although the Company expects to continue the Plan indefinitely, it
reserves the right to amend or terminate the Plan in whole or in part
at any time.
<PAGE>

<TABLE>
                                 CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING,                                SCHEDULE II
                              INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN                               PAGE 1 OF 2 


                                  COMBINING STATEMENT OF NET ASSETS 
                                       AS OF DECEMBER 31, 1993 
<CAPTION> 
                                         CIRCUS CIRCUS                                                        
                                          COMMON STOCK     FIXED    GENERAL COMMON   U.S. GOVERNMENT    CAPITAL
                                              FUND      INCOME FUND   STOCK FUND     SECURITIES FUND      FUND        ESOP
          ASSETS                 TOTAL       FUND A       FUND B        FUND C          FUND D           FUND E       FUND   
<S>                           <C>          <C>           <C>           <C>             <C>             <C>         <C>           

CASH                          $  395,740   $  311,104    $    4,996    $   70,981      $    3,108      $    1,422  $     4,129
 
CONTRIBUTIONS RECEIVABLE: 
 
  Employee                       496,029      355,120        98,525        19,154           6,183          17,047            -
   
  Employer                     1,153,830            -             -             -               -               -    1,153,830
 
INVESTMENTS, at contract or 
  market value: 
 
  Fixed Income Fund           13,067,851            -    13,067,851             -               -               -            -

  Circus Circus Common Stock  22,833,547   22,833,547             -             -               -               -            -

  ESOP Fund                   13,771,292            -             -             -               -               -   13,771,292
  
  General Common Stock Fund    2,042,252            -             -     2,042,252               -               -            -

  U.S. Government Securities
   Fund                          298,163            -             -             -         298,163               -            -

  Capital Fund                   411,634            -             -             -               -         411,634            -
     
 
    NET ASSETS               $54,470,338  $23,499,771   $13,171,372   $ 2,132,387     $   307,454     $   430,103  $14,929,251
 
</TABLE>
 <PAGE>                
 
<TABLE>
                                 CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING,                                SCHEDULE II
                              INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN                               PAGE 2 OF 2 

                                    COMBINING STATEMENT OF NET ASSETS 
                                         AS OF DECEMBER 31, 1992 
<CAPTION> 
                                            CIRCUS CIRCUS                                                        
                                            COMMON STOCK      FIXED     GENERAL COMMON   U.S. GOVERNMENT    CAPITAL
                                                FUND       INCOME FUND    STOCK FUND     SECURITIES FUND      FUND        ESOP
            ASSETS                TOTAL        FUND A        FUND B         FUND C          FUND D           FUND E       FUND   
<S>                            <C>           <C>            <C>            <C>             <C>             <C>         <C>       

CASH                           $  137,114    $   46,505     $    9,387     $   23,314      $    2,885      $    2,878  $   52,145

CONTRIBUTIONS RECEIVABLE: 

  Employee                        637,955       406,361        173,872         44,394           2,162          11,166           -

  Employer                        848,081             -              -              -               -               -     848,081
 
INVESTMENTS, at contract or 
  market value: 

  Fixed Income Fund            13,263,886             -     13,263,886              -               -               -           -

  Circus Circus Common Stock   20,062,771    20,062,771              -              -               -               -           -

  ESOP Fund                    11,948,372             -              -              -               -               -  11,948,372

  General Common Stock Fund     2,124,773             -              -      2,124,773               -               -           -

  U.S. Government Securities
  Fund                            257,486             -              -              -         257,486               -           -

  Capital Fund                    220,958             -              -              -               -         220,958           -

    NET ASSETS                $49,501,396   $20,515,637    $13,447,145    $ 2,192,481     $   262,533     $   235,002 $12,848,598

</TABLE>
<PAGE>

<TABLE>
                                       CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING                          SCHEDULE III
                                     INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN                       

                                     COMBINING STATEMENT OF CHANGES IN NET ASSETS 
                                          FOR THE YEAR ENDED DECEMBER 31, 1993 
<CAPTION> 
                                             CIRCUS CIRCUS 
                                             COMMON STOCK      FIXED      GENERAL COMMON  U.S. GOVERNMENT
                                                 FUND       INCOME FUND     STOCK FUND    SECURITIES FUND   CAPITAL        ESOP
                                  TOTAL         FUND A        FUND B          FUND C           FUND D        FUND          FUND   
<S>                             <C>           <C>           <C>           <C>             <C>              <C>          <C>        
CONTRIBUTIONS:
  Employee                      $6,413,317    $4,360,112    $1,522,583    $  302,383      $   85,542       $ 142,697    $        -
 
  Employer automatic             2,837,350             -             -             -               -               -     2,837,350 
 
  Employer matching                502,978             -             -             -               -               -       502,978
 
    Total contributions          9,753,645     4,360,112     1,522,583       302,383          85,542         142,697     3,340,328 
 
INVESTMENT INCOME:
  Interest                         878,504        11,441       861,951           854             264             282         3,712
 
  Cash dividends                   145,505             -             -       119,874          11,783          13,848             -

    Total net investment income  1,024,009        11,441       861,951       120,728          12,047          14,130         3,712

INVESTMENT GAINS AND LOSSES:
  Realized gains (losses), net    (102,051)     (133,115)            -        16,687           1,596           2,494        10,287
 
  Unrealized appreciation
    (depreciation), net           (628,719)     (574,817)            -        63,118           3,353          12,739      (133,112)
 
    Total net investment         
      gains (losses)              (730,770)     (707,932)            -        79,805           4,949          15,233      (122,825)
 
TRANSFERS                           (1,161)    1,430,488    (1,184,201)     (283,248)        (14,225)         50,025             - 
 
BENEFIT DISTRIBUTIONS           (5,076,781)   (2,109,975)   (1,476,106)     (279,762)        (43,392)        (26,984)   (1,140,562)
 
INCREASE (DECREASE) IN
  NET ASSETS                     4,968,942     2,984,134      (275,773)      (60,094)         44,921         195,101     2,080,653
 
NET ASSETS, beginning of year   49,501,396    20,515,637    13,447,145     2,192,481         262,533         235,002    12,848,598
  
NET ASSETS, end of year        $54,470,338   $23,499,771   $13,171,372   $ 2,132,387     $   307,454      $  430,103   $14,929,251

</TABLE>

<TABLE>
                     PROFIT SHARING, INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN

                        SCHEDULE OF ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1993
                                          (Form 5500 Item 27(a))

At December 31, 1993 the Trustee held for the Plan the following investments: 

<CAPTION>                                                                                                         
                                                                        Contract/  
                                              Number of                  Market                          
                                             Shares/Units     Cost        Value  
<S>                                           <C>         <C>          <C>
	 
Principal Financial Group
Guaranteed Interest Accounts:

Maturing December 31, 1993                     2,058,633  $ 2,058,633  $ 2,058,633                       
 
Maturing December 31, 1994                     1,339,472    1,339,472    1,339,472  

 Total Guaranteed Interest Accounts                         3,398,105    3,398,105                       

Merrill Lynch Retirement Preservation Trust    9,669,746    9,669,746    9,669,746

   Total Fixed Income Fund                                 13,067,851   13,067,851

Circus Circus Common Stock Fund*                 621,321   11,993,979   22,833,547

ESOP Fund (Circus Circus Common Stock)*          374,729    9,862,683   13,771,292

SEI Financial Management Corporation
General Common Stock Fund                        129,011    1,691,323    2,042,252  

Federated Intermediate Government Trust
U.S. Government Securities Fund                   27,788      293,053      298,163

Merrill Lynch Capital Fund                        14,717      401,337      411,634

                                                          $37,310,226  $52,424,739                       
                                                           ==========   ==========

*    Party in Interest
</TABLE>
<PAGE>
<TABLE>
                                                                                              CIRCUS CIRCUS EMPLOYEES' PROFIT SHARI
                                              INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN

                                                         REPORTABLE TRANSACTIONS
                                                  FOR THE YEAR ENDED DECEMBER 31, 1993
                                                         (Form 5500 Item 27(d))
                                              (In thousands, except number of transactions)


                                                                                                                     
<CAPTION>
                                                                     PURCHASES                                                      
                                                             Number of                                                              
                                                           Transactions   Shares     Cost                                          

<S>                                                           <C>        <C>      <C>            
REPORTABLE TRANSACTIONS BY ISSUE:
Insured Institutional Money Market                             334        22,116   $22,116     
Merrill Lynch Retirement Preservation Trust                     26         4,046     4,046
Circus Circus Stock                                             22           208     7,739   


INDIVIDUALLY REPORTABLE TRANSACTIONS:
              N/A
                                                                                   SALES                                            

                                                              Number of            Original  
                                                            Transactions  Shares     Cost    Proceeds   Gain     
REPORTABLE TRANSACTIONS BY ISSUE:
Insured Institutional Money Market                             217        22,250   $22,250   $22,250   $   -
PFG Guaranteed Interest Accounts                                69         2,722     2,722     2,722       -
Merrill Lynch Retirement Preservation Trust                     33         1,968     1,968     1,968       -  
Circus Circus Stock                                             13            55     1,116     1,963     847 

INDIVIDUALLY REPORTABLE TRANSACTIONS:
              N/A
 
</TABLE>
 <PAGE>
                          SIGNATURES 
 
 
The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, 
the Plan Administrator has duly caused this Annual Report to be signed on its
behalf by the undersigned hereunto duly authorized. 
 
 
                              Circus Circus Enterprises, Inc.,
                              as Plan Administrator of the
                              Circus Circus Employees' Profit 
                              Sharing, Investment and Employee
                              Stock Ownership Plan            
 
 
 
                           By CLYDE T. TURNER                   
                              Clyde T. Turner    
                              President and
                              Chief Executive Officer 
                               
                               
 
 
June 27, 1994 
<PAGE> 

                                EXHIBIT INDEX

                                 Description
 
                                                     
                                                     
No.

    
1       Consent of Arthur Andersen & Co. 
        
                                                                  Exhibit (1)

<PAGE>

            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 
 
 
As independent public accountants, we hereby consent to the 
incorporation of our report dated May 25, 1994 included in this
Form 11-K, into Circus Circus Enterprises, Inc.'s previously 
filed Registration Statement File No. 33-53303 on Form S-8. 
 
 
 
 
                                ARTHUR ANDERSEN & CO. 
 
 
Las Vegas, Nevada 
June 24, 1994
<PAGE> 



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