Recitals

First Amendment to Exchange Agreement

by Mandalay Resort Group
June 16th, 1995
                                                              Exhibit 10(d)

                   FIRST AMENDMENT TO EXCHANGE AGREEMENT

     THIS FIRST AMENDMENT TO EXCHANGE AGREEMENT, dated May 30, 1995,
is made and entered into by and among CIRCUS CIRCUS ENTERPRISES, INC., a Nevada
corporation, NEW WAY, INC., a Nevada corporation, GLENN W. SCHAEFFER, GREGG
H. SOLOMON, ANTONIO C. ALAMO, ANTHONY KORFMAN and WILLIAM ENSIGN. 
Capitalized terms used but not otherwise defined herein shall have the
 respective meanings
ascribed to them in the Exchange Agreement (as defined below).

                                 RECITALS

          WHEREAS, the parties hereto entered into an Exchange Agreement,
 dated as of
March 19, 1995 (the  Exchange Agreement ); and 

          WHEREAS, the parties hereto desire to amend the Exchange Agreement.

          NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
 acknowledged, the parties
hereto do agree to amend the Exchange Agreement as follows:

          1.   Section 3.1 (b) of the Exchange Agreement entitled 
 Capitalization  shall
be and is hereby amended to read in its entirety as follows:

     The authorized capital stock of the Company consists of 450,000,000
 shares of common
     stock, par value $.01-2/3 per share (the "Company Common Stock") and
 75,000,000
     shares of preferred stock.  As of the date of this Agreement (i)
 85,852,798 shares of the
     Company Common Stock are validly issued and outstanding, fully paid and
     nonassessable, (ii) no shares of Preferred Stock are issued and
 outstanding and (iii)
     5,617,204 shares of the Company Common Stock are issuable upon exercise of
     outstanding Options heretofore granted.  Except as contemplated by
 clauses (i) through
     (iii) above, the MSE Agreement, or this Agreement, and except for the
 rights to purchase
     one one-hundredth (1/100th) of a share of Series A Junior Participating
 Preferred Stock
     of the Company issued pursuant to the Rights Agreement, dated as of July
 14, 1994, by
     and between the Company and First Chicago Trust Company of New York,
 there are no
     other shares of capital stock, or other equity securities of the Company
 outstanding, and
     no other outstanding options, warrants, rights to subscribe to
 (including any preemptive
     rights), calls or commitments of any character whatsoever to which the
 Company or any
     of its subsidiaries is a party or may be bound, requiring the issuance
 or sale of shares
     of any capital stock or other equity securities of the Company or
 securities or rights
     convertible into or exchangeable for such shares or other equity
 securities, and there are
     no contracts, commitments, understandings or arrangements by which the
 Company is
     or may become bound to issue additional shares of its capital stock or
 other equity
     securities or options, warrants or rights to purchase or acquire any
 additional shares of
     its capital stock or other equity securities or securities convertible
 into or exchangeable
     for such shares or other equity securities.

          2.   Section 3.3(d) of the Exchange Agreement entitled  Investment
Representations  shall be and is hereby amended to read in its entirety as
 follows:

     (a)  Such Minority Investor understands that the shares of Preferred
 Stock, and the
     shares of the Company Common Stock issuable upon exchange of such shares
     (collectively, the "Securities"), to be issued and delivered to him
 pursuant to the terms
     of this Agreement have not been registered pursuant to the registration
 requirements of
     the Securities Act of 1933, as amended (the "Securities Act") by reason
 of the reliance
     on an exemption from the registration requirements of the Securities Act
 pursuant to
     Section 4(2) thereof.

     (b)  Such Minority Investor (i) has the capacity to protect his own
 interests in
     connection with the transactions contemplated hereby, (ii) is able to
 bear the economic
     risk thereof, (iii) is knowledgeable, sophisticated and experienced in
 business and
     financial matters and has previously invested in securities similar to
 the Preferred Stock,
     and (iv) is an "accredited investor" (as such term is defined in Rule
 501(a) of Regulation
     D under the Securities Act) or if not an "accredited investor," has
 either alone or with
     his "purchaser representative" (as such term is defined in Rule 501(h)
 of Regulation D
     under the Securities Act) such knowledge and experience in financial
 matters that he is
     capable of evaluating the merits and risks of an investment in the
 Preferred Stock.  The
     Company has delivered or made available to each of the Minority
 Investors such
     documents, materials and information pertaining to the Company as he
 may have
     requested and has afforded him an opportunity to ask questions of and
 receive answers
     from the Company and its executive officers and representatives.

     (c)  Such Minority Investor understands that the Securities to be issued
 pursuant to the
     terms of this Agreement may not be sold, transferred or otherwise
 disposed of without
     registration under the Securities Act or an exemption therefrom, and
 that in the absence
     of an effective registration statement covering the same or an
 available exemption from
     registration under the Securities Act, such Securities must be held
 indefinitely.  In the
     absence of an effective registration statement under the Securities Act
 or an exemption
     therefrom, each of the Minority Investors will not sell, transfer or
 otherwise dispose of
     any Securities received pursuant to the terms of this Agreement, except
 in a manner
     consistent with his representations set forth in this Section.

     (d)  Such Minority Investor understands and acknowledges that each
 certificate
     representing the Securities issued to him pursuant to the terms of this
 Agreement will
     bear a legend to the following effect:

           The securities represented by this certificate have not been
 registered
          under the securities act of 1933, as amended.  Such securities may
 not be
          offered, sold, or otherwise transferred, pledged or hypothecated
 except
          pursuant to (i) a registration statement with respect to such
 securities,
          which is effective under such act, or (ii) any exemption from
 registration
          under such act relating to the disposition of securities,
 including rule 144,
          provided an opinion of counsel is furnished, reasonably
 satisfactory in
          form and substance to the company, that an exemption from the
          registration requirements of such act is available. 

     (e)  Such Minority Investor represents that he has carefully read this
 Section and
     discussed its requirements and other applicable limitations upon his
 ability to sell,
     transfer or otherwise dispose of the Securities received pursuant to the
 terms of this
     Agreement to the extent that he felt necessary with his counsel and will
 not make any
     sale, transfer or other disposition of such Securities in violation of
 the Securities Act or
     the rules and regulations thereunder.

          3.   This Amendment shall be and is hereby incorporated in and
 forms a part
of the Exchange Agreement, and shall be effective as of March 19, 1995.

          4.   This Amendment may be executed in any number of counterparts,
 each
of which shall be deemed an original, but all of which together will
 constitute one and the same
instrument.

          5.   All other terms and provisions of the Exchange Agreement
 shall remain
unchanged except as specifically modified herein.


                        [Signature page to follow]
     IN WITNESS WHEREOF,
 each party has executed this Amendment as of the date first
above written.

                              CIRCUS CIRCUS ENTERPRISES, INC., 
                              a Nevada corporation
                              
                              
                              
                              By: CLYDE T. TURNER            
                                  Name:  CLYDE T. TURNER
                                 Title:    Chief Executive Officer
                              
                              
                              NEW WAY, INC., 
                              a Nevada corporation
                              
                              
                              
                              By:  CLYDE T. TURNER         
                                    Name: CLYDE T. TURNER 
                                    Title:  President
                              
                              
                              
                              GLENN W. SCHAEFFER           
                              Glenn W. Schaeffer
                              
                              
                              GREGG H. SOLOMON         
                              Gregg H. Solomon
                              
                              
                              ANTONIO C. ALAMO      
                              Antonio C. Alamo
                              
                              
                              ANTHONY KORFMAN                              
                              Anthony Korfman
                              
                              
                              WILLIAM ENSIGN                                   
                              William Ensign