FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA

JUN 28 1999
NO. C508-49
DEAN HELLER, SECRETARY OF STATE


                              CERTIFICATE
                                  OF
                             AMENDMENT OF
                       ARTICLES OF INCORPORATION
                                  OF

                      Mirage Resorts, Incorporated


THE  UNDERSIGNED  HEREBY  CERTIFY  that  on  the  17th  day of February,
1999,  at  a  duly  held  Meeting  of the Board of Directors  of  Mirage
Resorts,  Incorporated, a  Nevada  corporation  (the "Corporation"),  at
which meeting a quorum was present throughout,  the following resolution
was duly adopted:

     RESOLVED:   That  this  Corporation's  Articles of Incorporation be
     amended (the "Proposed Amendment") to add a new  ARTICLE SIXTEENTH,
     to read in its entirety as follows:

     "SIXTEENTH:  Except as is otherwise  expressly  provided in instru-
     ments containing the  terms of this corporation's securities, which
     instruments  have  been approved by the New Jersey  Casino  Control
     Commission  (the "New  Jersey  Commission"), so long as the corpor-
     ation  is a "publicly traded holding company" as defined in the New
     Jersey Casino Control Act (the "New Jersey Act"), all securities of
     the  corporation  shall be held subject to the condition that if  a
     holder  thereof  is  found  to  be disqualified pursuant to the New
     Jersey  Act by the New Jersey Commission, such holder shall dispose
     of his interest in the corporation  within  120  days following the
     corporation's  receipt   of  notice  (the  "Notice  Date")  of  the
     holder's disqualification.  Promptly following the Notice Date, the
     corporation  shall either deliver such written notice personally to
     the  disqualified  holder  or shall mail it to  such  holder at the
     address  shown  on  the  corporation's  records,  or  use any other
     reasonable  means to provide notice.  Failure of the corporation to
     provide  notice  to a disqualified holder after  making  reasonable
     efforts to do so shall not preclude the corporation from exercising
     its rights.  If any  disqualified holder fails  to  dispose of  his
     securities  within  120  days  following   the   Notice  Date,  the
     corporation, by  action of the Board  of Directors, may redeem such

                              Exhibit 3.1
<PAGE>
     securities at the lesser of (i) the lowest  closing  sale  price of
     such securities between the Notice Date and the date 120 days after
     the  Notice  Date or (ii) such holder's original purchase price for
     such securities.

     So long as the corporation is a  "publicly  traded holding company"
     as  defined in the  New Jersey Act, commencing on the Notice  Date,
     it  shall  be unlawful for the disqualified holder to: (i)  receive
     any  dividends or interest  upon  any securities of the corporation
     held  by  such  holder; (ii)  exercise,  directly  or  through  any
     trustee   or   nominee,   any  right  conferred by such securities;
     or  (iii)  receive  any  remuneration  in  any  form,  for services
     rendered  or  otherwise, from the corporation or any  subsidiary of
     the corporation that holds a casino license."

The  undersigned further  hereby certify  that the holders of a majority
of  the voting  power  of the Corporation, voting in person or by proxy,
approved the  proposed Amendment as provided in the foregoing resolution
at the Corporation's Annual Meeting of Stockholders duly held on the 9th
day of June, 1999.

DATED this 9th day of June, 1999.

                                      STEPHEN A. WYNN
                                      ----------------------------------
                                      Stephen A. Wynn, President


                                      BRUCE A. LEVIN
                                      ----------------------------------
                                      Bruce A. Levin, Secretary


STATE OF NEVADA )
                )ss:
COUNTY OF CLARK )

This  instrument was  acknowledged before  me on June 9, 1999 by Stephen
A. Wynn as President of Mirage Resorts, Incorporated.


 [NOTARY SEAL]                        SUSAN M. WALKER
                                      ----------------------------------
                                      Susan M. Walker, Notary Public

                                      STATE OF NEVADA
                                      Secretary of State

                                      I  hereby  certify  that this is a
                                      true  and  complete  copy  of  the
                                      document as filed in this office.

                                      JUN 28 '99

                                      DEAN HELLER
                                      Secretary of State
                                      By D. Farmer

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