CIRCUS CIRCUS ENTERPRISES INC
11-K/A, 1995-06-29
MISCELLANEOUS AMUSEMENT & RECREATION
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               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, 1994

                                    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
  
 










                    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 Available for Benefits
  as of December 31, 1994 and 1993                          5 
 
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1994               6 
   
Notes to Financial Statements                               7 
 
 
Schedules:
 II.   Combining Statements of Net Assets Available
         for Benefits as of December 31, 1994 and 1993      14 
 
III.   Combining Statement of Changes 
         in Net Assets Available for Benefits for 
         the Year Ended December 31, 1994                   16 
 
Schedule of Assets Held for Investment
  at December 31, 1994                                      17

Reportable Transactions for the Year    
  Ended December 31, 1994                                   18 

            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

 
To the Board of Directors 

  of Circus Circus Enterprises, Inc.: 


We have audited the accompanying statements of net assets available
for benefits and the combining statements of net assets available for
benefits (Schedule II) of Circus Circus Employees' Profit Sharing,
Investment and Employee Stock Ownership Plan (the "Plan") as of
December 31, 1994 and 1993, and the related statement of changes in
net assets available for benefits and the combining statement of
changes in net assets available for benefits (Schedule III) for the
year ended December 31, 1994.  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. 

In our opinion, the financial statements and Schedules II and III
referred to above present fairly, in all material respects, the net
assets available for benefits of the Plan as of December 31, 1994 and
1993, and the changes in its net assets available for benefits for the
year ended December 31, 1994, 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, 1994 and
Reportable Transactions for the Year Ended December 31, 1994 are
presented for purposes of additional analysis and are not a required
part of the basic financial statements but are supplementary informa-
tion required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974.  The fund information in the statement of net assets
available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each
fund.  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 LLP
Las Vegas, Nevada 
June 6, 1995 <PAGE>
                  CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING,
                INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN

              STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                     AS OF DECEMBER 31, 1994 AND 1993 

 
  
                                              1994           1993   
        
 
CASH                                      $  226,315     $  395,740

CONTRIBUTIONS RECEIVABLE: 
  Employee                                   802,570        496,029 
  Employer                                   650,777      1,153,830

INVESTMENTS, at contract or market value: 
  Fixed Income Fund                                                 
    (cost of $12,260,865 and $13,067,851) 12,260,865     13,067,851 
                        
  Circus Circus Common Stock Fund                                 
    (cost of $14,672,148 and $11,993,979) 16,163,774     22,833,547

  ESOP Fund                                                       
    (cost of $12,357,741 and $9,862,683)  10,967,933     13,771,292

  General Common Stock Fund                                         
    (cost of $1,941,493 and $1,691,323)    2,153,436      2,042,252
                      
  U.S. Government Securities Fund
    (cost of $329,066 and $293,053)          314,964        298,163

  Capital Fund                                         
    (cost of $587,632 and $401,337)          549,770        411,634

    NET ASSETS                           $44,090,404    $54,470,338 
                                              

  










      The accompanying notes are an integral part of these statements. 



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

            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                      FOR THE YEAR ENDED DECEMBER 31, 1994 
 
                                 
CONTRIBUTIONS:           

  Employee                                   $ 6,402,568 

  Employer automatic                           2,849,300 

  Employer matching                              496,014   

    Total contributions                        9,747,882 
 
INVESTMENT INCOME:

  Interest                                       783,741

  Cash dividends                                 176,128

    Total net investment income                  959,869

INVESTMENT LOSSES: 

  Realized losses, net                        (1,069,580)
 
  Unrealized depreciation, net               (13,580,678)

     Total net investment losses             (14,650,258)

                                              (3,942,507) 


BENEFIT DISTRIBUTIONS                         (6,437,427)

DECREASE IN NET ASSETS                       (10,379,934)

NET ASSETS, beginning of year                 54,470,338  

NET ASSETS, end of year                      $44,090,404 




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

                         NOTES TO FINANCIAL STATEMENTS 
                               DECEMBER 31, 1994
 
 
                         (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 are considered to be a significant change to the Plan.

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.

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 had been made through December 31, 1994.

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.

     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 available for benefits at December 31, 1994 and 1993
     include the market values of $52,023 and $1,030, respectively,
     for distributions to be paid subsequent to year end.

     
                            (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, 1994 and 1993, there were 474,289 and 374,729 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.

     The respective numbers of shares of CCEI common stock held by
     this fund as of the dates indicated are as follows: 
 
                              December 31,            
                            1994        1993      
 
     Number of shares       698,974     621,321                 


     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 

     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.

     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 1994 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 $23.13 and $36.75 per share as of
December 31, 1994 and 1993, respectively.  Subsequent to the end of
the 1994 Plan Year, the market value of the CCEI common stock
increased from $23.13 on December 31, 1994 to $33.63 on June 6, 1995.


                           (4)  Federal Income Taxes 
 
The Company received a favorable determination letter, dated May 23,
1995, 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 November 1993, qualifies for deferred tax
treatment of contributions (under Code Section 401(k)).  This
favorable determination letter was conditioned on the adoption of
certain amendments and the Company intends to adopt these amendments. 
There were no amendments to the Plan in 1994.  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.

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

                                    COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                                                     AS OF DECEMBER 31, 1994 
 
                                              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                           $  226,315    $  151,253     $      372     $   66,200      $    2,284      $       15  $     6,191
 
  CONTRIBUTIONS RECEIVABLE: 
 
    Employee                        802,570       494,023        223,991         48,011           6,149          30,396            -
   
    Employer                        650,777             -              -              -               -               -      650,777
 
  INVESTMENTS, at contract or 
    market value: 
 
    Fixed Income Fund            12,260,865             -     12,260,865              -               -               -            -

    Circus Circus Common Stock
    Fund                         16,163,774    16,163,774              -              -               -               -            

    ESOP Fund                    10,967,933             -              -              -               -               -   10,967,933
  
    General Common Stock Fund     2,153,436             -              -      2,153,436               -               -            -

    U.S. Government Securities
    Fund                            314,964             -              -              -         314,964               -            -

    Capital Fund                    549,770             -              -              -               -         549,770            -
     
 
      NET ASSETS                $44,090,404   $16,809,050    $12,485,228    $ 2,267,647     $   323,397     $   580,181  $11,624,901
</TABLE>                 
 

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

                                    COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                                                    AS OF DECEMBER 31, 1993 
 
                                              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
    Fund                         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>                 
 
<TABLE>
<CAPTION>
                                       CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING                          SCHEDULE III
                                     INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN                       

                                     COMBINING STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                                                    FOR THE YEAR ENDED DECEMBER 31, 1994 
 
                                              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                       $6,402,568    $4,480,965    $1,310,831    $  305,528      $   82,576       $ 222,668    $        -
 
  Employer automatic              2,849,300             -             -             -               -               -     2,849,300
 
  Employer matching                 496,014             -             -             -               -               -       496,014
 
    Total contributions           9,747,882     4,480,965     1,310,831       305,528          82,576         222,668     3,345,314 
 
INVESTMENT INCOME:
  Interest                          783,741        21,602       753,241         2,019             389             470         6,020
 
  Cash dividends                    176,128             -            10       122,677          14,820          38,621             -

    Total net investment income     959,869        21,602       753,251       124,696          15,209          39,091         6,020

INVESTMENT GAINS AND LOSSES:
  Realized losses, net           (1,069,580)     (645,767)            -        (4,574)         (3,021)           (194)     (416,024)
 
  Unrealized depreciation, net  (13,580,678)   (8,264,223)            -       (97,410)        (17,154)        (45,986)   (5,155,905)
 
    Total net investment         
      losses                    (14,650,258)   (8,909,990)            -      (101,984)        (20,175)        (46,180)   (5,571,929)
 
TRANSFERS                                 -       339,998      (378,362)       42,905          30,420         (34,961)            - 
 
BENEFIT DISTRIBUTIONS            (6,437,427)   (2,623,296)   (2,371,864)     (235,885)        (92,087)        (30,540)   (1,083,755)
 
INCREASE (DECREASE) IN
  NET ASSETS                    (10,379,934)   (6,690,721)     (686,144)      135,260          15,943         150,078    (3,304,350)
 
NET ASSETS, beginning of year    54,470,338    23,499,771    13,171,372     2,132,387         307,454         430,103    14,929,251
  
NET ASSETS, end of year         $44,090,404   $16,809,050   $12,485,228   $ 2,267,647     $   323,397      $  580,181   $11,624,901
                                 CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING,
</TABLE>

<TABLE>
<CAPTION>
                               INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN

                        SCHEDULE OF ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1994
                                          (Form 5500 Item 27(a))

At December 31, 1994 the Trustee held for the Plan the following investments: 

                                                                                                         
                                                                         Contract/  
                                              Number of                  Market                          
                                              Shares/Units    Cost       Value  
<S>                                           <C>          <C>         <C>
Principal Financial Group
Guaranteed Interest Accounts:
                        
Maturing December 31, 1994                     1,200,035    1,200,035    1,200,035  
                       
Merrill Lynch Retirement Preservation Trust   11,060,830   11,060,830   11,060,830

   Total Fixed Income Fund                                 12,260,865   12,260,865

Circus Circus Common Stock Fund*                 698,974   14,672,148   16,163,774

ESOP Fund (Circus Circus Common Stock)*          474,289   12,357,741   10,967,933

SEI Financial Management Corporation
General Common Stock Fund                        142,706    1,941,493    2,153,436  

Federated Intermediate Government Trust
U.S. Government Securities Fund                   31,465      329,066      314,964

Merrill Lynch Capital Fund                        21,392      587,632      549,770

                                                          $42,148,945  $42,410,742                       
                                                           ==========   ==========

*    Party in Interest
</TABLE>

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

                                                         REPORTABLE TRANSACTIONS
                                                  FOR THE YEAR ENDED DECEMBER 31, 1994
                                                         (Form 5500 Item 27(d))
                                              (In thousands, except number of transactions)

                                                                     PURCHASES                                                     
                                                             Number of                                                             
                                                           Transactions   Shares     Cost                                          
<S>                                                        <C>            <C>      <C>       <C>       <C>             
REPORTABLE TRANSACTIONS BY ISSUE:
Insured Institutional Money Market                             433        26,257   $26,257     
Merrill Lynch Retirement Preservation Trust                     58         4,322     4,322
Circus Circus Stock                                             29           287     7,700   


INDIVIDUALLY REPORTABLE TRANSACTIONS:
              N/A
                                                                                   SALES                                           

                                                              Number of            Original  
                                                            Transactions  Shares     Cost    Proceeds   Gain     
REPORTABLE TRANSACTIONS BY ISSUE:
Insured Institutional Money Market                             341        25,936   $25,936   $25,936   $   -
Merrill Lynch Retirement Preservation Trust                     55         2,565     2,565     2,565       -  
Circus Circus Stock                                             25           106     2,439     2,844     405 

INDIVIDUALLY REPORTABLE TRANSACTIONS:
              N/A
</TABLE> 



                          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    
                              Chairman of the Board and
                              Chief Executive Officer 
                               
 
 
June 27, 1995
     

                         EXHIBIT INDEX 
 
                                                    
No.                  Description                         


    
23      Consent of Arthur Andersen LLP


                                                       EXHIBIT 23


            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 
 
 
As independent public accountants, we hereby consent to the 
incorporation of our report dated June 6, 1995 included in this
Form 11-K, into Circus Circus Enterprises, Inc.'s previously 
filed Registration Statement File No. 33-18278 on Form S-8. 
 
 
 
 
                                ARTHUR ANDERSEN LLP 
 
 
Las Vegas, Nevada 
June 27, 1995



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