UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  562567107

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Susquehanna Investment Group

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
Pennsylvania

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
58,356*

6.

Shared Voting Power
4,621,056*

7.

Sole Dispositive Power
58,356*

8.

Shared Dispositive Power
4,621,056*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,621,056*

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.8%**

12.

Type of Reporting Person (See Instructions)
BD, PN

CUSIP No.  562567107

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Susquehanna Securities

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
35,500*

6.

Shared Voting Power
4,621,056*

7.

Sole Dispositive Power
35,500*

8.

Shared Dispositive Power
4,621,056*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,621,056*

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.8%**

12.

Type of Reporting Person (See Instructions)
BD, PN

CUSIP No.  562567107

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Susquehanna Capital Group

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,357,900*

6.

Shared Voting Power
4,621,056*

7.

Sole Dispositive Power
4,357,900*

8.

Shared Dispositive Power
4,621,056*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,621,056*

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.8%**

12.

Type of Reporting Person (See Instructions)
BD, PN

CUSIP No.  562567107

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Susquehanna International Group, LLP

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
4,621,056*

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
4,621,056*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,621,056*

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.8%**

12.

Type of Reporting Person (See Instructions)
HC, PN

Item 1.

(a)

Name of Issuer
Mandalay Resort Group  (the “Company”)

(b)

Address of Issuer's Principal Executive Offices
3950 Las Vegas Boulevard South,

Las Vegas, Nevada 89119

Item 2.

(a)

Name of Person Filing
(1) Susquehanna Investment Group (a “Reporting Person”)

(2) Susquehanna Securities (a “Reporting Person”)

(3) Susquehanna Capital Group (a “Reporting Person”)

(4) Susquehanna International Group, LLP (a “Reporting Person”)

(b)

Address of Principal Business Office or, if none, Residence
(1) 401 City Avenue, S-220, Bala Cynwyd, PA 19004

(2) One Commerce Center, 1201 N. Orange Street, Suite 715, Wilmington, DE 19801

(3) One Commerce Center, 1201 N. Orange Street, Suite 715, Wilmington, DE 19801

(4) 401 City Avenue, S-220, Bala Cynwyd, PA 19004

(c)

Citizenship
(1) Pennsylvania

(2) Delaware

(3) Delaware

(4) Delaware

(d)

Title of Class of Securities
Common Stock, $.01 par value per share, of the Company (“Common Stock”)

(e)

CUSIP Number

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

Susquehanna Securities

Susquehanna Investment Group

Susquehanna Capital Group

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

Susquehanna International Group, LLP

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(1)

Susquehanna Investment Group

(a)

Amount beneficially owned:   

4,621,056

(b)

Percent of class:   

6.8%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

58,356

(ii)

Shared power to vote or to direct the vote    

4,621,056

(iii)

Sole power to dispose or to direct the disposition of   

58,356

(iv)

Shared power to dispose or to direct the disposition of   

4,621,056

(2)

Susquehanna Securities

(a)

Amount beneficially owned:   

4,621,056

(b)

Percent of class:   

6.8%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

35,500

(ii)

Shared power to vote or to direct the vote    

4,621,056

(iii)

Sole power to dispose or to direct the disposition of   

35,500

(3)

Susquehanna Capital Group

(a)

Amount beneficially owned:   

4,621,056

(b)

Percent of class:   

6.8%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

4,357,900

(ii)

Shared power to vote or to direct the vote    

4,621,056

(iii)

Sole power to dispose or to direct the disposition of   

4,357,900

(iv)

Shared power to dispose or to direct the disposition of   

4,621,056

(4)

Susquehanna International Group, LLP

(a)

Amount beneficially owned:   

4,621,056

(b)

Percent of class:   

6.8%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

0

(ii)

Shared power to vote or to direct the vote    

4,621,056

(iii)

Sole power to dispose or to direct the disposition of   

0

(iv)

Shared power to dispose or to direct the disposition of   

4,621,056

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Susquehanna Investment Group, BD, PN

Susquehanna Securities, BD, PN

Susquehanna Capital Group, BD, PN

Item 8.

Identification and Classification of Members of the Group

Susquehanna International Group, LLP, HC, PN

Susquehanna Investment Group, BD, PN

Susquehanna Securities, BD, PN

Susquehanna Capital Group, BD, PN

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certification

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and  are  not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Date:           February 11, 2005

Susquehanna Investment Group

By:

/s/ Todd Silverberg

Todd Silverberg, General Counsel

Susquehanna Securities

By:

/s/ Todd Silverberg

Todd Silverberg, General Counsel

Susquehanna Capital Group

By:

/s/ Todd Silverberg

Todd Silverberg, General Counsel

Susquehanna International Group, LLP

By:

/s/ Todd Silverberg

Todd Silverberg, General Counsel

EXHIBIT

DESCRIPTION

A

Joint Filing Agreement, dated February 11, 2005, pursuant to Rule 13d-1(k) between Susquehanna Investment Group, Susquehanna Securities, Susquehanna Capital Group and Susquehanna International Group, LLP.

Date: February 11, 2005

Susquehanna Investment Group

By:

/s/ Todd Silverberg

Todd Silverberg, General Counsel

Date: February 11, 2005

SIG Specialists, Inc.

By:

/s/ Todd Silverberg

Todd Silverberg, General Counsel

Date: February 11, 2005

Susquehanna Capital Group

By:

/s/ Todd Silverberg

Todd Silverberg, General Counsel

Date: February 11, 2005

Susquehanna International Group, LLP

By:

/s/ Todd Silverberg

Todd Silverberg, General Counsel