CIRCUS CIRCUS ENTERPRISES INC
11-K/A, 1996-06-25
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, 1995

                                    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 Available for Benefits
  as of December 31, 1995 and 1994                            5 
 
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1995                 6 
   
Notes to Financial Statements                              7-13
 
 
Schedules:
 II.   Combining Statements of Net Assets Available
         for Benefits as of December 31, 1995 and 1994    14-15
 
III.   Combining Statement of Changes 
         in Net Assets Available for Benefits for 
         the Year Ended December 31, 1995                    16 
 
Schedule of Assets Held for Investment
  at December 31, 1995 (Form 5500 Schedule 27(a))            17

Reportable Transactions for the Year    
  Ended December 31, 1995 (Form 5500 Schedule 27(d))         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 (including Schedule II) of Circus Circus Employees'
Profit Sharing, Investment and Employee Stock Ownership Plan (the
"Plan") as of December 31, 1995 and 1994, and the related statement of
changes in net assets available for benefits (including Schedule III)
for the year ended December 31, 1995.  These financial statements are
the responsibility of the Plan's management.  Our responsibility is to
express an opinion on these financial statements 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 referred to above present
fairly, in all material respects, the net assets available for
benefits of the Plan as of December 31, 1995 and 1994, and the changes
in net assets available for benefits for the year ended December 31,
1995, in conformity with generally accepted accounting principles. 

Our audits were performed 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, 1995 and
reportable transactions for the year ended December 31, 1995 are
presented for the purpose 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 fund information in the combining
statement of net assets available for benefits and the combining
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 and fund
information 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 taken as a whole. 
                                ARTHUR ANDERSEN LLP
Las Vegas, Nevada 
June 7, 1996

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

              STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                     AS OF DECEMBER 31, 1995 AND 1994 

 
  
                                              1995           1994   
        
 
CASH                                      $  769,176     $  226,315

CONTRIBUTIONS RECEIVABLE: 
  Employee                                   311,319        802,570 
  Employer                                   744,392        650,777

INVESTMENTS, at contract or market value: 
  Fixed Income Fund                                                 
    (cost of $12,977,614 and $12,260,865) 12,977,614     12,260,865 
                        
  Circus Circus Common Stock Fund                                 
    (cost of $16,292,801 and $14,672,148) 20,352,736     16,163,774

  ESOP Fund                                                       
    (cost of $14,739,369 and $12,357,741) 15,439,238     10,967,933

  General Common Stock Fund                                         
    (cost of $2,357,606 and $1,941,493)    3,265,313      2,153,436
                      
  U.S. Government Securities Fund
    (cost of $379,221 and $329,066)          387,463        314,964

  Capital Fund                                         
    (cost of $1,310,035 and $587,632)      1,398,857        549,770

  NET ASSETS                             $55,646,108    $44,090,404 
                                              

  










      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, 1995 
 
                                 
CONTRIBUTIONS:           

  Employee                                   $ 6,471,985 

  Employer automatic                           3,176,050 

  Employer matching                              484,458   

    Total contributions                       10,132,493 
 
INVESTMENT INCOME:

  Interest                                       421,249

  Cash dividends                                 683,543

    Total net investment income                1,104,792

INVESTMENT GAINS: 

  Realized gains, net                          1,002,582
 
  Unrealized appreciation                      5,451,103 

     Total net investment gains                6,453,685 

INCREASE BEFORE DISTRIBUTIONS                 17,690,970  

BENEFIT DISTRIBUTIONS                         (6,135,266)

INCREASE IN NET ASSETS                        11,555,704 

NET ASSETS, beginning of year                 44,090,404  

NET ASSETS, end of year                      $55,646,108 




   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, 1995
 
 
(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").  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 July 12, 1995, the Plan was amended (the Ninth Amendment, effective
January 1, 1995) in order to clarify the manner of compliance with
applicable laws and regulations.  No substantive changes were included
in this amendment.  (See Note 6 regarding a subsequent Plan
amendment.)

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).

<PAGE>
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 Notes 2 and 6
     "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 (see Note 6 regarding a subsequent Plan
     amendment).   

     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  (see Note 6 regarding a
     subsequent Plan amendment).  

     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, 1995.


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 of $239,918 occurring during the
1995 Plan year were allocated among the remaining participants as of
the last day of the Plan year in proportion to the respective
participant's 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, 1995 and 1994
     include the market values of $391,062 and $52,023, 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, 1995 and 1994, there were 553,874 and 474,289 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. (See
Note 6)  The participant-directed investment options available are as
follows: 

     Fund A - Circus Circus Common Stock Fund  
 
     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,            
                            1995        1994      
 
     Number of shares       730,143     698,974                 


     Fund B - Fixed Income Fund 

     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.

     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 U.S. Government Securities
     Fund: 2-5 years (the "U.S. Fund") formerly named Federated
     Intermediate Government Trust, which invests in U.S. government
     securities to provide current income.  The U.S. Fund 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, are paid by the Company or charged to
the Plan at the discretion of CCEI's Board of Directors.  All Plan
expenses during 1995 were paid by the Company.
 

Valuation of Investments 
 
Contributions to the guaranteed interest accounts in the Fixed Income
Fund through 1990 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 beginning in 1991 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 in
such accounts reflected in the statements of net assets available for
benefits 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 financial statement 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 Company's common stock which was $27.88 and
$23.13 per share as of December 31, 1995 and 1994, respectively. 
Subsequent to the end of the 1995 Plan year, the market value of the
Company's common stock increased from $27.88 on December 31, 1995 to 
$42.13 on June 7, 1996.

(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 qualifies for deferred tax treatment of contributions (under Code
Section 401(k)).  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.  (See Note 6)

(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.

(6)  Subsequent Amendment of Plan 

In November 1995, the Plan was amended (Tenth Amendment and
Restatement), effective January 1, 1996, for the primary purpose of
offering participants a greater diversity of investment alternatives. 
The following two additional investment options were added:

     Fund F - Small Capitalization Index Fund

     This Fund is invested in the Small Capitalization Stock Portfolio
     of the Vanguard Index Trust and is administered by Vanguard's
     Core Management Group.  The Fund seeks to replicate the aggregate
     price and yield performance of the Russell 2000 Small Stock
     Index, a broadly diversified small-capitalization stock index
     consisting of approximately 2,000 common stocks.

     Fund G - The International Growth Fund

     This Fund is invested in the Scudder International Fund, one of a
     series of funds of Scudder International Fund, Inc. and is
     managed by Scudder, Stevens & Clark, Inc.  It seeks long-term
     growth of capital by investing in a diversified portfolio of
     marketable stocks issued by non-U.S. companies, thus permitting
     participation in foreign economies having prospects for growth.

The Plan amendment will require that participants make an election for
the investment (among the seven investment options) of all employer
contributions subsequent to 1995, which will be made in cash and no
longer directed to the ESOP Fund.  Additionally, no more than 25% of
these contributions nor of post-1995 employee contributions may be
directed to Fund A, the Circus Circus Stock Fund.  Transfers of
previously invested balances into Fund A will be allowed only to the
extent that a participant's Fund A balance is less than 25% of his/her
total balance prior to the transfer.  The Plan amendment also provides
that any contributions by or for a participant who failed to make
investment elections will be invested in Fund B, the Fixed Income
Fund, unless the Trustee designates a different default fund.

The Plan amendment also modified an eligibility provision to permit
qualifying employees of specific subsidiaries acquired in 1995 to
enter the Plan on January 1, 1996.  The amendment also changed the
name of the Plan to the Circus Circus Employees Profit Sharing and
Investment Plan.  Other minor changes were included in the amendment
for purposes of regulatory compliance, clarification and general
updating.


<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, 1995 
                    
                                            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                          $  769,176   $  357,028    $  160,882    $  105,089     $    7,789     $   42,531 $    95,857

  CONTRIBUTIONS RECEIVABLE:
 
    Employee                       311,319      184,851        57,460        33,425          5,880         29,703           -   
   
    Employer                       744,392            -             -             -              -              -     744,392
 
  INVESTMENTS, at contract or 
    market value: 
 

    Circus Circus Common Stock
    Fund                        20,352,736   20,352,736             -             -              -              -           - 

    Fixed Income Fund           12,977,614            -    12,977,614             -              -              -           -

    General Common Stock Fund    3,265,313            -             -     3,265,313              -              -           -

    U.S. Government Securities
    Fund                           387,463            -             -             -        387,463              -           -   

    Capital Fund                 1,398,857            -             -             -              -      1,398,857           -   

    ESOP Fund                   15,439,238            -             -             -              -              -  15,439,238
  
      NET ASSETS               $55,646,108  $20,894,615   $13,195,956   $ 3,403,827    $   401,132    $ 1,471,091 $16,279,487
 
                 
                                    The accompanying notes are an integral part of these statements.
</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, 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: 
 
    Circus Circus Common Stock
    Fund                       16,163,774   16,163,774             -             -              -              -           - 

    Fixed Income Fund           12,260,86             -    12,260,865             -              -              -           -

    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           -   
    
    ESOP Fund                  10,967,933            -             -             -              -              -  10,967,933
  

      NET ASSETS              $44,090,404  $16,809,050   $12,485,228   $ 2,267,647    $   323,397    $   580,181 $11,624,901


                                    The accompanying notes are an integral part of these statements.
</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, 1995
 
                                            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                      $6,471,985   $3,637,795   $1,659,060   $  439,139     $  113,433      $ 622,558   $        -
 
  Employer automatic             3,176,050            -            -            -              -              -    3,176,050
 
  Employer matching                484,458            -            -            -              -              -      484,458
 
    Total contributions         10,132,493    3,637,795    1,659,060      439,139        113,433        622,558    3,660,508
 
INVESTMENT INCOME:
  Interest                         421,249       21,602      390,524        3,296            528          1,246        4,053
 
  Cash dividends                   683,543            -      385,700      113,821         21,224        162,798            -

    Total net investment income  1,104,792       21,602      776,224      117,117         21,752        164,044        4,053

INVESTMENT GAINS:           
  Realized gains, net            1,002,582      624,760            -       32,631          5,009         27,477      312,705
 
  Unrealized appreciation        5,451,103    2,673,229            -      707,395         16,604        113,500    1,940,375    
 
Total net investment gains       6,453,685    3,297,989            -      740,026         21,613        140,977    2,253,080 
 
TRANSFERS                                -     (272,510)     173,436       38,317         24,023         36,734            -
 
BENEFIT DISTRIBUTIONS           (6,135,266)  (2,599,311)  (1,897,992)    (198,419)      (103,086)       (73,403)  (1,263,055)
 
INCREASE IN NET ASSETS          11,555,704    4,085,565      710,728    1,136,180         77,735        890,910    4,654,586 
 
NET ASSETS, beginning of year   44,090,404   16,809,050   12,485,228    2,267,647        323,397        580,181   11,624,901
  
NET ASSETS, end of year        $55,646,108  $20,894,615  $13,195,956  $ 3,403,827    $   401,132     $1,471,091  $16,279,487


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

<TABLE>
<CAPTION>
                                                                         EIN# 88-0121916 

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

                        SCHEDULE OF ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1995
                                          (Form 5500 Item 27(a))

At December 31, 1995 the Trustee held for the Plan the following investments: 

                                                                                                         
                                                                        Contract/  
                                             Number of                   Market                         
                                           Shares/Units      Cost         Value
<S>                                          <C>          <C>          <C>       
Fixed Income Fund                            12,977,614   12,977,614   12,977,614

Circus Circus Common Stock Fund*                730,143   16,292,801   20,352,736

ESOP Fund (Circus Circus Common Stock)*         553,874   14,739,369   15,439,238

SEI Financial Management Corporation
General Common Stock Fund                       163,921    2,357,606    3,265,313  

Federated Intermediate Government Trust
U.S. Government Securities Fund                  36,245      379,221      387,463

Merrill Lynch Capital Fund                       45,789    1,310,035    1,398,857

                                                         $48,056,646  $53,821,221                       
                                             

*    Party in interest
</TABLE>

<TABLE>
<CAPTION>
                                                                                                            EIN# 88-0121916 
                                                CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING,
                                              INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN

                                                         REPORTABLE TRANSACTIONS
                                                  FOR THE YEAR ENDED DECEMBER 31, 1995
                                                         (Form 5500 Item 27(d))
                                              (In thousands, except number of transactions)

                                                                     PURCHASES                                               
                                                             Number of                                                       
                                                           Transactions   Shares     Cost   
<S>                                                            <C>        <C>      <C>                  
REPORTABLE TRANSACTIONS BY ISSUE:
SEI Trust Funds Treasury                                       310        15,407   $15,407
Merrill Lynch Retirement Preservation Trust                     49         3,695     3,695
Insured Institutional Money Market                              50         2,480     2,480     
Circus Circus Stock*                                            49           374    10,832

        

INDIVIDUALLY REPORTABLE TRANSACTIONS:
              N/A
                                                                                   SALES                                    

                                                              Number of            Original  
                                                            Transactions  Shares     Cost    Proceeds   Gain 
<S>                                                            <C>        <C>      <C>       <C>       <C>          
REPORTABLE TRANSACTIONS BY ISSUE:
SEI Trust Funds Treasury                                       220        14,640   $14,640   $14,640   $   -
Merrill Lynch Retirement Preservation Trust                     27         1,806     1,806     1,806       - 
Insured Institutional Money Market                              37         2,637     2,637     2,637       -
Circus Circus Stock*                                            37           132     3,101     3,998     897 


INDIVIDUALLY REPORTABLE TRANSACTIONS:
              N/A
 
 
*    Party in interest
</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 GLENN SCHAEFFER                   
                              Glenn Schaeffer    
                              President, Chief Financial Officer
                              and Treasurer           
                               
 
 
June 21, 1996
     

                         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 7, 1996 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 19, 1996



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