SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                    FORM 11-K
                                  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. For the fiscal year ended December 31, 2000

                                       OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934. For the transition period from ________ to ________

          Commission file number     1-8570

     A.   Full title of the plan and the address of the plan, if different from
          that of the issuer named below:


                 MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING
                               AND INVESTMENT PLAN


     B.   Name of issuer of the securities held pursuant to the plan and the
          address of its principal executive office:


                         MANDALAY RESORT GROUP
                         3950 Las Vegas Boulevard South
                         Las Vegas, Nevada 89119-1000






In accordance with General Instruction A to Form 11-K, the Plan, which is
subject to the Employee Retirement Income Security Act of 1974, will, by
amendment to this report, file the Financial Statements and schedules required
to be included herein within 180 days after the Plan's fiscal year end.

                                   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.


                          Mandalay Resort Group, as Plan
                            Administrator of the
                          Mandalay Resort Group Employees'
                            Profit Sharing and Investment Plan




                          By /s/ GLENN SCHAEFFER
                             ----------------------------------
                             Glenn Schaeffer
                             President, Chief Financial Officer
                                  and Treasurer



March 22, 2001


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