UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC  20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported)  July 26, 2004

 

MANDALAY RESORT GROUP

(Exact Name of Registrant as specified in its charter)

 

Nevada

 

1-8570

 

88-0121916

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

3950 Las Vegas Boulevard South, Las Vegas, Nevada 89119

(Address of Principal Executive Offices)

 

 

 

 

 

Registrant=s telephone number, including area code   (702) 632-6700

 

 

 

 

 

 

 

 

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

INFORMATION INCLUDED IN THIS REPORT

 

Item 5.                                                             Other Events and Required FD Disclosure

 

This report is being filed for the purpose of filing as exhibits to this report the items listed in Item 7(c) hereof.

 

Item 7.                                                             Financial Statements, Pro Forma Financial Information and Exhibits.

 

(c)          Exhibits:

 

4                  First Supplemental Indenture dated as of July 26, 2004, relating to Mandalay’s Floating Rate Senior Convertible Debentures due 2033.

 

99            Press Release dated July 26, 2004, announcing that Mandalay Resort Group has delivered an Irrevocable Cash Settlement Notice with respect to its Floating Rate Senior Convertible Debentures due 2033.

 

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Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

MANDALAY RESORT GROUP

 

 

Dated: July 26, 2004

By:

/s/ LES MARTIN

 

 

 

Les Martin

 

 

Vice President, Chief Accounting Officer

 

 

and Treasurer

 

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Index to Exhibits

 

No.

 

Description

 

 

 

4

 

First Supplemental Indenture dated as of July 26, 2004, relating to Mandalay’s Floating Rate Senior Convertible Debentures due 2033.

 

 

 

99

 

Press Release dated July 26, 2004, announcing that Mandalay Resort Group has delivered an Irrevocable Cash Settlement Notice with respect to its Floating Rate Senior Convertible Debentures due 2033.

 

4