THIS CP NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT  OF
          1933, AS AMENDED (THE "SECURITIES ACT"), AND THE INITIAL SALE  OF
          THIS CP  NOTE MAY  BE MADE  ONLY TO  AN INSTITUTIONAL "ACCREDITED
          INVESTOR," AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT (AN
          "INSTITUTIONAL  ACCREDITED  INVESTOR"),  OR A "QUALIFIED INSTITU-
          TIONAL  BUYER," AS  DEFINED  IN RULE  144A  UNDER THE  SECURITIES
          ACT  (A "QIB"). BY ITS ACCEPTANCE OF THIS CP NOTE.  THE PURCHASER
          HEREOF REPRESENTS  THAT  IT IS (i)  AN  INSTITUTIONAL  ACCREDITED
          INVESTOR OR A "BANK,"  AS  DEFINED  IN  SECTION  3(a)(2)  OF  THE
          SECURITIES  ACT, OR A  SAVINGS  AND  LOAN  ASSOCIATION  OR  OTHER
          INSTITUTION  OF  THE  TYPE REFERRED TO  IN SECTION  3(a)(5)(A) OF
          THE SECURITIES  ACT,  THAT IS  ACTING AS  A FIDUCIARY  ON  BEHALF
          OF  AN  INSTITUTIONAL ACCREDITED INVESTOR AND THAT THIS  CP  NOTE
          IS  BEING  ACQUIRED  FOR  INVESTMENT  AND  NOT  WITH  A  VIEW  TO
          DISTRIBUTION OR  (ii) A QIB ACTING ON BEHALF OF ITSELF OR ANOTHER
          QIB,  AND  (B)  AGREES  THAT ANY RESALE OF  THIS CP NOTE  WILL BE
          MADE  ONLY  IN  A  TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
          SECURITIES  ACT  (INCLUDING,  IN THE CASE OF  A SALE BY  A QIB, A
          TRANSACTION  EXEMPT PURSUANT  TO  RULE  144A UNDER THE SECURITIES
          ACT), AND, IN EACH CASE, ONLY (i) TO A  DEALER  (EACH, A "DEALER"
          AUTHORIZED  BY   MIRAGE   RESORTS,  INCORPORATED (THE "COMPANY"),
          (ii) TO  THE COMPANY. (iii)  THROUGH A DEALER TO AN INSTITUTIONAL
          INVESTOR  APPROVED BY  THE DEALER  AS AN INSTITUTIONAL ACCREDITED
          INVESTOR,  (iv)  TO  A  QIB  OR (v)  IN  A TRANSACTION PREVIOUSLY
          APPROVED  IN  WRITING  BY  THE  COMPANY IN  ITS SOLE AND ABSOLUTE
          DISCRETION AS EXEMPT FROM REGISTRATION  UNDER THE SECURITIES ACT.

                           Series A Commercial Paper Note

          $_______________                            No. A-_______________


                                 New York, New York

                                 ____________, 19__ 

          For  value  received,  Mirage  Resorts,  Incorporated,  a  Nevada
          corporation (the "Company"), promises to  pay  to  the  order  of  
          _______________________  the sum of __________________ Dollars on 
          __________, 19__ at  the  office of  First  Trust  of  New  York,
          National Association (the "Issuing and Paying Agent") at 100 Wall
          Street, Suite 1600, Corporate Trust Administration, New York, New
          York 10005.

          This note has  been issued  pursuant to,  and is  subject to  the
          terms  of,  the  Issuing  and  Paying  Agency  Agreement,   dated
          ________, 1997,  between  the  Company and the Issuing and Paying
          Agent (as  from  time  to time amended, supplemented or otherwise
          modified,  the "Issuing and Paying Agency Agreement").

                                    EXHIBIT 10.2 
<PAGE>
          
          Reference is made to the Issuing and Paying Agency Agreement  and
          the other related documents, which, as from time to time amended,
          are on file with  the Issuing and Paying  Agent at its  aforesaid
          office.  This  note  shall  be  governed  by,  and  construed  in
          accordance with, the laws of the State of New York.

          MIRAGE RESORTS, INCORPORATED



          By:  DANIEL R. LEE
               ----------------------------------------
               Authorized Signature

          Countersigned for authentication only by:

          FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
          as Issuing and Paying Agent


          By:  
               ----------------------------------------
               Authorized Signature

          This Note is not  valid for any  purpose unless countersigned  by
          First Trust of  New York,  National Association,  as Issuing  and
          Paying Agent.

                                     -2-