UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2000

                                  OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File No. 01-6697

                     Mirage Resorts, Incorporated
---------------------------------------------------------------------------
        (Exact name of Registrant as specified in its charter)

              Nevada                                88-0058016
-------------------------------        ------------------------------------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)

       3600 Las Vegas Boulevard South, Las Vegas, Nevada  89109
---------------------------------------------------------------------------
          (Address of principal executive offices - Zip Code)

                            (702) 693-7111
---------------------------------------------------------------------------
         (Registrant's telephone number, including area code)

---------------------------------------------------------------------------
(Former name, former address and former fiscal year,  if changed since last
 report)

Indicate by  check mark  whether the  Registrant  (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2)  has been subject to
such filing requirements for the past 90 days. YES  X       NO
                                                   ---         ---
Indicate the  number of shares  outstanding of each of the issuer's classes
of common stock,  as of the latest practicable date.  Common  stock, $0.004
par value, 190,477,297 shares outstanding as of May 1, 2000.
<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

The  unaudited condensed consolidated financial information as of March
31,  2000 and for the three-month periods ended March 31, 2000 and 1999
included   in  this  report  was  reviewed  by  Arthur  Andersen   LLP,
independent  public  accountants, in accordance with  the  professional
standards  and procedures established for such reviews by the  American
Institute of Certified Public Accountants.
<PAGE>

            REVIEW REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
            -----------------------------------------------




To the Directors and Stockholders
of Mirage Resorts, Incorporated


We  have reviewed the accompanying condensed consolidated balance sheet
of Mirage Resorts, Incorporated (a Nevada corporation) and subsidiaries
(the  "Company")  as  of  March 31, 2000,  and  the  related  condensed
consolidated  statements of income and cash flows for  the  three-month
periods  ended March 31, 2000 and 1999.   These condensed  consolidated
financial   statements  are  the  responsibility   of   the   Company's
management.

We  conducted  our reviews in accordance with standards established  by
the  American Institute of Certified Public Accountants.  A  review  of
interim   financial  information  consists  principally   of   applying
analytical procedures to financial data and making inquiries of persons
responsible  for financial and accounting matters.  It is substantially
less  in  scope  than an audit conducted in accordance  with  generally
accepted  auditing standards, the objective of which is the  expression
of  an  opinion regarding the financial statements taken  as  a  whole.
Accordingly, we do not express such an opinion.

Based  on  our  reviews, we are not aware of any material modifications
that  should be made to the financial statements referred to above  for
them to be in conformity with generally accepted accounting principles.

We  have  previously  audited, in accordance  with  generally  accepted
auditing  standards, the consolidated balance sheet of Mirage  Resorts,
Incorporated and subsidiaries as of December 31, 1999, and the  related
consolidated statements of income, stockholders' equity and cash  flows
for  the  year  then ended (not presented herein), and, in  our  report
dated  January 24, 2000, we expressed an unqualified opinion  on  those
consolidated financial statements.  In our opinion, the information set
forth  in  the  accompanying condensed consolidated  balance  sheet  of
Mirage Resorts, Incorporated and subsidiaries as of December 31,  1999,
is  fairly  stated,  in  all  material respects,  in  relation  to  the
consolidated balance sheet from which it has been derived.



                              ARTHUR ANDERSEN LLP



Las Vegas, Nevada
April 24, 2000





                                 -2-
<PAGE>
<TABLE>
<CAPTION>
Condensed Consolidated                        Mirage Resorts, Incorporated
Balance Sheets
--------------------------------------------------------------------------

                                           At March 31,    At December 31,
                                                   2000               1999
--------------------------------------------------------------------------
(In thousands)                               (Unaudited)
<S>                                         <C>                <C>
ASSETS

Current assets
 Cash and cash equivalents                  $   141,018        $   139,488
 Trade receivables, net of allowance
  for doubtful accounts of $57,120
  and $46,869                                   135,444            147,445
 Inventories                                     86,786             94,351
 Prepaid expenses and other                      68,978             94,418
--------------------------------------------------------------------------
               Total current assets             432,226            475,702
Property and equipment, net of
 accumulated depreciation of
 $981,972 and $924,591                        4,056,090          4,095,217
Other assets, net                               231,366            233,387
--------------------------------------------------------------------------
                                            $ 4,719,682        $ 4,804,306
==========================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
 Accounts payable                           $    44,039        $    51,432
 Accrued liabilities                            262,263            272,819
 Current maturities of long-term debt               204                246
--------------------------------------------------------------------------
               Total current liabilities        306,506            324,497
Long-term debt, net of current maturities     2,068,440          2,210,033
Other liabilities, including deferred
 income taxes of $247,696 and $232,570          261,111            245,874
--------------------------------------------------------------------------
               Total liabilities              2,636,057          2,780,404
--------------------------------------------------------------------------

Commitments and contingencies

Stockholders' equity
 Common stock: 190,417 and 189,994
  shares outstanding                                940                940
 Additional paid-in capital                   1,084,435          1,083,459
 Retained earnings                            1,311,670          1,255,888
 Treasury stock, at cost: 44,731 and
  45,154 shares                                (313,420)          (316,385)
--------------------------------------------------------------------------
               Total stockholders' equity     2,083,625          2,023,902
--------------------------------------------------------------------------
                                            $ 4,719,682        $ 4,804,306
==========================================================================
See notes to condensed consolidated financial statements.
</TABLE>
                                 -3-
<PAGE>

<TABLE>
<CAPTION>
Condensed Consolidated                        Mirage Resorts, Incorporated
Statements of Income (Unaudited)
--------------------------------------------------------------------------

Three months ended March 31                        2000               1999
--------------------------------------------------------------------------
(In thousands, except per share amounts)
<S>                                         <C>                <C>
Operating revenues
 Casino                                     $   346,472        $   313,975
 Rooms                                          142,543            123,522
 Food and beverage                              129,433            105,789
 Entertainment                                   54,816             45,593
 Retail                                          35,258             31,086
 Other                                           21,853             19,240
 Equity in earnings of Monte Carlo                7,561              8,858
--------------------------------------------------------------------------
                                                737,936            648,063
 Less - promotional allowances                  (74,461)           (58,492)
--------------------------------------------------------------------------
                                                663,475            589,571
--------------------------------------------------------------------------
Operating costs and expenses
 Casino-hotel operations                        401,731            354,532
 General and administrative                      74,372             73,365
 Depreciation and amortization                   55,780             43,832
 Corporate expense                                9,034             11,258
 Preopening and related promotional expense       2,450             31,455
--------------------------------------------------------------------------
                                                543,367            514,442
--------------------------------------------------------------------------
Operating income                                120,108             75,129
--------------------------------------------------------------------------
Other income (expense)
 Interest cost                                  (36,770)           (38,302)
 Interest capitalized                             7,217             11,722
 Merger costs                                    (3,944)                 -
 Other, including interest income                   354              1,090
--------------------------------------------------------------------------
                                                (33,143)           (25,490)
--------------------------------------------------------------------------
Income before income taxes and cumulative
 effect of change in accounting principle        86,965             49,639
Provision for income taxes                      (31,183)           (17,569)
--------------------------------------------------------------------------
Income before cumulative effect of change
 in accounting principle                         55,782             32,070
Cumulative effect (to January 1, 1999) of
 change in method of accounting for pre-
 opening costs, net of applicable income
 tax benefit of $16,390                               -            (30,577)
--------------------------------------------------------------------------
Net income                                  $    55,782        $     1,493
==========================================================================
Income per share before cumulative effect
 of change in accounting principle
  Basic                                     $      0.29        $      0.18
  Diluted                                          0.28               0.17
Net income per share
  Basic                                     $      0.29        $      0.01
  Diluted                                          0.28               0.01
--------------------------------------------------------------------------
See notes to condensed consolidated financial statements.
</TABLE>
                                 -4-
<PAGE>
<TABLE>
<CAPTION>
Condensed Consolidated                        Mirage Resorts, Incorporated
Statements of Cash Flows (Unaudited)
--------------------------------------------------------------------------

Three months ended March 31                        2000               1999
--------------------------------------------------------------------------
(In thousands)
<S>                                         <C>                <C>
Cash flows from operating activities
 Net income                                 $    55,782        $     1,493
 Adjustments to reconcile net income to net
  cash provided by operating activities
   Provision for losses on receivables            7,377              6,402
   Depreciation and amortization of property
    and equipment, including amounts reported
    as corporate expense                         58,928             46,603
   Expensed preopening and related promotional
    costs                                         2,450             31,455
   Distributions in excess of earnings from
    Monte Carlo                                   2,439              2,642
   Cumulative effect of change in method of
    accounting for preopening costs, before
    related income tax benefit                        -             46,967
   Deferred income taxes                         10,476            (16,796)
   Changes in components of working capital
    pertaining to operating activities
     (Increase) decrease in trade receivables
      and other current assets                   42,719            (23,891)
     Increase (decrease) in trade accounts
      payable and accrued liabilities           (16,209)             7,114
   Other adjustments                             (4,450)              (399)
--------------------------------------------------------------------------
               Net cash provided by
                operating activities            159,512            101,590
--------------------------------------------------------------------------
Cash flows from investing activities
 Preopening and related promotional costs        (2,450)           (31,455)
 Capital expenditures                           (60,298)          (157,896)
 Decrease in preopening and construction
  payables                                       (1,740)            (4,872)
 Proceeds from sales of property and
  equipment                                      45,959              1,919
 Other investing activities                      (1,675)             3,640
--------------------------------------------------------------------------
               Net cash used for
                investing activities            (20,204)          (188,664)
--------------------------------------------------------------------------
Cash flows from financing activities
 Net increase (decrease) in bank credit
  facility and commercial paper borrowings     (141,666)           114,718
 Exercise of common stock options,
  including related income tax benefit            3,944             16,154
 Other financing activities                         (56)              (289)
--------------------------------------------------------------------------
               Net cash provided by (used
                for) financing activities      (137,778)           130,583
--------------------------------------------------------------------------
Cash and cash equivalents
 Increase for the period                          1,530             43,509
 Balance, beginning of period                   139,488             74,814
--------------------------------------------------------------------------
 Balance, end of period                     $   141,018        $   118,323
==========================================================================
See notes to condensed consolidated financial statements.
</TABLE>
                                 -5-
<PAGE>

Notes to Condensed Consolidated            Mirage Resorts, Incorporated
Financial Statements (Unaudited)
-----------------------------------------------------------------------

Note 1 - Company Description and Basis of Presentation

Mirage  Resorts,  Incorporated (the "Company"), a  Nevada  corporation,
through  wholly  owned  subsidiaries, owns  and  operates  casino-based
entertainment  resorts.  These resorts include  Bellagio,  The  Mirage,
Treasure  Island  and  the Holiday  Inn  -Registered Trademark-  Casino
Boardwalk, all located on the Las Vegas Strip.

The Company also owns the Golden Nugget, located in downtown Las Vegas,
and  the  Golden Nugget-Laughlin, located along the Colorado  River  in
Laughlin, Nevada.  The Company's newest resort, Beau Rivage, opened  on
March  16, 1999.  Beau Rivage is a luxurious 1,780-guestroom beachfront
resort  located  on an approximately 41-acre site where Interstate  110
meets the Gulf  Coast in Biloxi,  Mississippi.  The  Company  is also a
50% partner in a joint venture  that owns  and operates the Monte Carlo
Resort & Casino on the Las Vegas Strip ("Monte Carlo").

The  accompanying condensed consolidated financial statements have been
prepared  in accordance with the accounting policies described  in  the
Company's  1999  Annual Report on Form 10-K (the "1999 Annual  Report")
and  should  be  read  in  conjunction with the Notes  to  Consolidated
Financial  Statements  which  appear in  that  report.   The  Condensed
Consolidated  Balance Sheet at December 31, 1999 contained  herein  was
derived  from  audited financial statements, but does not  include  all
disclosures  included  in the 1999 Annual Report and  applicable  under
generally accepted accounting principles.

In  the  opinion  of  management, all adjustments, consisting  only  of
normal recurring adjustments, necessary for a fair presentation of  the
results  for  the interim periods have been included.  The results  for
the  2000  interim  period are not necessarily indicative  of  expected
results for the full year.

Certain amounts in the 1999 condensed consolidated financial statements
have  been  reclassified to conform with the 2000 presentation.   These
reclassifications had no effect on the Company's net income.

Note 2 - Pending Merger with MGM Grand, Inc.

On March 6, 2000, the Company signed a definitive merger agreement with
MGM Grand, Inc. ("MGM Grand") under which MGM Grand will acquire all of
the  Company's outstanding common stock for $21 per share in  cash  and
the  Company will become a wholly owned subsidiary of MGM  Grand.   The
merger is subject to the approval of the Company's stockholders and  to
the  satisfaction  of  customary closing conditions  contained  in  the
merger  agreement,  including the receipt of all  necessary  regulatory
approvals.  The merger is not subject to a financing contingency.   The
applicable waiting period under federal antitrust law expired on  April
14,  2000.   The merger is expected to close in 2000.  The Company  has
commitments  to  pay investment advisory fees totaling  $18.0  million,
contingent upon closing of the merger.

                                 -6-
<PAGE>

Note 3 - Income Per Share of Common Stock

The weighted-average number of common and common equivalent shares used
in the calculation of basic and diluted earnings per share consisted of
the following:

<TABLE>
<CAPTION>
Three months ended March 31                        2000            1999
-----------------------------------------------------------------------
<S>                                         <C>             <C>
Weighted-average common shares
 outstanding (used in the
 calculation of basic earnings
 per share)                                 190,156,309     180,526,308
Potential dilution from the
 assumed exercise of common
 stock options                                8,354,833      10,920,271
-----------------------------------------------------------------------
Weighted-average common and common
 equivalent shares (used in the
 calculation of diluted earnings
 per share)                                 198,511,142     191,446,579
=======================================================================
</TABLE>

Stock  options having an exercise price greater than the average market
price  of  the  underlying common stock during the period are  excluded
from  the  calculation of diluted earnings per share.  As a  result,  a
weighted  average  of  561,694  stock options  was  excluded  from  the
calculation during the three months ended March 31, 2000.   The  number
of  stock options excluded from the calculation during the 1999  three-
month period was not material.
























                                 -7-
<PAGE>

Item  2.  Management's  Discussion and Analysis of Financial  Condition
           and Results of Operations

Comparison of Operating Results for the Three-Month Periods Ended March
 31, 2000 and 1999

Total  revenues of $737.9 million for the first quarter of 2000  set  a
new quarterly  record for the Company,  directly following the previous
record  of  $706.6 million set in the fourth quarter of 1999.  Compared
with  total  revenues of $648.1 million in the 1999 first quarter,  the
recent   quarter  represents  an  increase  of  $89.8  million   (14%).
Operating  income  of $120.1 million also set a new  quarterly  record,
again surpassing the previous record set in the 1999 fourth quarter  of
$103.0  million.   Operating income during the first  quarter  of  1999
totaled $75.1 million.  The 1999 amount was reduced by $31.5 million of
preopening  costs related to Beau Rivage and our development activities
in  Atlantic  City,  New Jersey.  Excluding these costs,  the  year-ago
first  quarter  represents the Company's previous record for  operating
income.

The  record  results achieved during the 2000 first quarter  include  a
full  quarter  of  operation  for our Beau  Rivage  resort  in  Biloxi,
Mississippi,  which opened on March 16, 1999. The new  resort  achieved
total revenues during the quarter of $87.5 million and operating income
of  $8.1 million.  Casino revenues totaled $49.8 million and non-casino
revenues were $37.7 million.  Beau Rivage's operating margin (operating
income  as  a percentage of net revenues) for the quarter increased  to
10.5%.  By  comparison, its operating margin (before preopening  costs)
during nine and one-half months of operation in 1999 was 6.5%.

During its initial 16 days of operation in the 1999 first quarter, Beau
Rivage  generated  total  revenues of $14.2 million.   Casino  revenues
totaled  $9.0 million and total non-casino revenues were $5.2  million.
Like  many  new resorts, Beau Rivage's operating results were  hampered
during   its  initial  start-up  period  by  overstaffing   and   other
inefficiencies.  As a result, Beau Rivage reported an operating loss of
$1.8 million before preopening costs during the 1999 first quarter.

The  record quarterly operating results were achieved despite  a  lower
than  historical  average  table games  win  percentage  and  increased
competition  in  the  Las Vegas market.  The overall  table  games  win
percentage  was  19.0%  during  the  2000  first  quarter,  versus  our
historical  long-term average of approximately 20%.  The win percentage
in  the  1999  quarter  averaged 20.2%.  Our room rates  and  occupancy
levels  remained strong during the recent quarter, in the face  of  the
new  Las  Vegas  competition.  Excluding Beau Rivage, our  Company-wide
average  daily  standard  room rate increased  to  approximately  $113,
compared  with  $109  in the 1999 first quarter.   On  this  same-store
basis,  occupancy  of available standard guestrooms was  98.0%,  versus
98.6%.   Including  Beau  Rivage, our Company-wide  standard  guestroom
occupancy was approximately 98% during the first quarter of both  years
at an average daily rate of $107 in 2000 and $108 in 1999.





                                 -8-
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OPERATING RESULTS OF WHOLLY-OWNED PROPERTIES

Three months ended March 31                        2000       1999 (a)
----------------------------------------------------------------------
(In thousands)
<S>                                         <C>            <C>
Gross revenues
 Bellagio                                   $   277,955    $   282,005
 The Mirage                                     191,692        176,508
 Treasure Island                                104,874         96,764
 Beau Rivage                                     87,490         14,172
 Golden Nugget-Las Vegas                         53,045         54,078
 Golden Nugget-Laughlin                          15,319         15,678
----------------------------------------------------------------------
                                            $   730,375    $   639,205
======================================================================
Net revenues
 Bellagio                                   $   249,171    $   256,130
 The Mirage                                     172,562        161,140
 Treasure Island                                 95,516         88,398
 Beau Rivage                                     77,849         12,506
 Golden Nugget-Las Vegas                         47,341         48,709
 Golden Nugget-Laughlin                          13,475         13,830
----------------------------------------------------------------------
                                            $   655,914    $   580,713
======================================================================
Operating income (loss)
 Bellagio                                   $    41,276    $    42,387
 The Mirage                                      45,003         39,270
 Treasure Island                                 20,827         19,524
 Beau Rivage (b)                                  8,145         (1,840)
 Golden Nugget-Las Vegas                          7,038          8,013
 Golden Nugget-Laughlin                           1,742          1,630
----------------------------------------------------------------------
                                            $   124,031    $   108,984
======================================================================
(a)  Beau Rivage opened on March 16, 1999.
(b)  Before preopening costs of $28.7 million in 1999.
</TABLE>

SAME-PROPERTY OPERATING RESULTS

Bellagio

Bellagio  experienced only a 3% decline in operating income during  the
quarter, despite a significantly lower table games win percentage.  The
table  games  win percentage was 17.7%, substantially below  the  21.7%
experienced  in the 1999 period.  The lower table games win  percentage
principally  accounted for a $21.4 million (16%) decline in  Bellagio's
casino revenues.

Bellagio's  total non-casino revenues were up sharply over  the  prior-
year  period, substantially offsetting the decline in casino  revenues.
Total  non-casino  revenues  grew to $162.5  million,  representing  an

                                 -9-
<PAGE>

increase  of $17.4 million (12%) over the first quarter of  1999.   The
revenue growth was experienced across the board.  Food and beverage and
room revenues during the quarter were particularly strong, posting year-
over-year  increases of 16% and 9%, respectively.   The  average  daily
rate  for  Bellagio's standard guestrooms rose to $171 during the  2000
first  quarter,  versus $156 in the prior-year period.  Occupancy  held
steady  at  approximately 99% during the first quarter of  both  years.
Bellagio's  operating margin was essentially equal with the 1999  first
quarter.

The Mirage

The  Mirage reported its best quarterly results since the third quarter
of  1997.   Total revenues increased $15.2 million (9%)  and  operating
income grew by $5.7 million (15%).

Casino  revenues  totaled $99.1 million, representing a  $10.7  million
(12%)  increase over the prior-year period.  This increase  principally
reflects  a  22%  increase  in table games  revenue  resulting  from  a
significantly  higher table games win percentage and a 9%  increase  in
drop.    The  table  games win percentage for the  quarter  was  24.1%,
compared with 21.5% in the prior-year period.

The  Mirage  achieved total non-casino revenues during the  quarter  of
$92.6  million, representing an increase of $4.5 million (5%) over  the
year-ago  period.  Similar to Bellagio, revenue contribution  increased
in  every non-casino category.  Food and beverage revenue increased  by
$2.0  million (7%) and room revenue grew by $1.6 million  (5%).   Lower
cost of sales percentages and other cost containment efforts led to  an
improvement  in  The Mirage's operating margin versus  the  1999  first
quarter.

Treasure Island

Treasure  Island  reported its highest quarterly operating  results  in
three  years.    Its total revenues grew by $8.1 million (8%)  and  its
operating  income climbed $1.3 million (7%).  Casino revenues increased
by $3.3 million (9%) and non-casino revenues grew by $4.8 million (8%).
Slot play was up substantially over the prior-year quarter, leading  to
a  $2.8 million (14%) increase in related revenue.  Table games revenue
rose by 2%, despite a slight decline in the win percentage.

Total  room revenue at Treasure Island grew by $1.9 million  (8%)  over
the  first  quarter of 1999. Occupancy of available standard guestrooms
averaged  98.9% during the recently completed quarter, versus 98.1%  in
the  year-ago period.  The resort immediately benefited from  the  room
refurbishment program completed near the end of the 1999 third quarter.
The  program  substantially upgraded the quality of the furnishings  of
its  guestrooms and assisted the property in receiving the Four Diamond
rating from AAA.  The refurbishment program began in February 1999  and
resulted  in approximately 8% fewer available room nights at the  hotel
during the 1999 first quarter compared with the current-year period. An
increase in both occupancy and the average ticket price for the popular
Mystere show principally accounted for a $1.9 million (17%) increase in

                                -10-
<PAGE>

entertainment revenue.  Higher depreciation expense associated with the
completed  room refurbishment project accounted for a small decline  in
Treasure  Island's operating margin compared with the prior-year  first
quarter.

Golden Nugget Properties

The  additional competition from several major new resorts built on the
Las  Vegas  Strip  in recent years has especially impacted  the  hotel-
casinos  located  in  downtown Las Vegas and in Laughlin.   The  hotel-
casinos  in  Laughlin have experienced additional competitive  pressure
from  hotel-casinos built on nearby Indian reservations.  Nevertheless,
comparisons  at the Company's Golden Nugget properties in downtown  Las
Vegas and in Laughlin remained fairly stable.  At the Golden Nugget-Las
Vegas,  both  table games and slot play increased over  the  prior-year
first  quarter.  A decline in the table games win percentage,  however,
principally accounted for a 2% decline in casino revenues.  Total  room
revenue  grew  by  3%, representing an increase in average  daily  room
rates.   Standard guestroom occupancy was 97.0%, versus  98.9%  in  the
1999  first quarter.  Small declines in the facility's other  the  non-
gaming  revenue  sources resulted in a 2% decrease in  its  total  non-
casino revenues.

Comparisons at the Golden Nugget in Laughlin were essentially flat with
those  of  the  year-ago  quarter.  Lower table  games  and  slot  play
principally  accounted for a 2% decline in its total revenues.  Similar
to  the  Golden Nugget in Las Vegas, an increase in average room  rates
led  to  a small improvement in associated revenue.  Standard guestroom
occupancy was 97.1% during the 2000 first quarter, compared with  97.6%
in  the  prior-year period.  Reduced promotional costs and depreciation
expense led to an improvement in the property's operating margin and  a
small improvement in its operating income.

OTHER FACTORS AFFECTING EARNINGS

Monte Carlo

Our  50%  share of the earnings of Monte Carlo contributed $7.6 million
to  our  pre-tax  income  during the 2000 first  quarter,  versus  $8.9
million  in  the  prior-year  period.  Total  revenues  at  the  resort
declined  by  $1.3  million  (2%) from the  prior-year  quarter.   Room
revenue  grew  by  $1.3 million (5%), reflecting a 7% increase  in  the
average daily room rate. Guestroom occupancy was 93.1%, versus 95.5% in
the 1999 first quarter.  Entertainment revenue also showed improvement,
increasing  by  $1.1 million (35%) over the prior-year  period.   These
increases,  however,  were more than offset by  a  $3.1  million  (10%)
decrease in casino revenues mostly due to a decline in table games play
and the win percentage.

Preopening and related promotional costs

Our  earnings  during  the first quarter of both  2000  and  1999  were
reduced  by  charges  for  preopening and  related  promotional  costs.

                                -11-
<PAGE>

During   the  2000  quarter,  preopening  costs  associated  with   our
development  activities  in  Atlantic City  reduced  earnings  by  $2.5
million  ($1.6 million, $0.01 per share, after tax).  During  the  1999
first  quarter,  there were two separate components to the  charge  for
preopening  costs.   First, we adopted a new method of  accounting  for
preopening  costs that requires such costs to be expensed as  incurred.
We  previously  capitalized  preopening costs  and  amortized  them  to
expense  following  opening  of  the related  resort.   All  previously
capitalized  preopening costs remaining at the time  of  adoption  were
required  to  be written off.  As a result, we expensed all  previously
capitalized  preopening  costs associated  with  Beau  Rivage  and  our
development  activities  in Atlantic City, resulting  in  an  after-tax
cumulative  effect charge of $30.6 million ($0.16 per share).   Second,
we  incurred  and expensed additional preopening costs associated  with
these  projects during the 1999 first quarter, reducing earnings by  an
additional $31.5 million ($20.6 million, $0.11 per share, after tax).

Corporate expense

Corporate  expense  totaled $9.0 million in  the  2000  first  quarter,
representing  a  $2.2 million (20%) decline from $11.3 million  in  the
prior-year  period.   This  decline reflects reduced  expenditures  for
payroll, professional fees and contributions, combined with a net  gain
of $1.0 million from the sale of corporate aircraft.

Interest and other non-operating items

With  Bellagio  and  Beau Rivage now complete, we  have  been  using  a
significant  amount  of our operating cash flow to  reduce  outstanding
debt.   At  March  31, 2000, total outstanding debt was $2.07  billion,
versus  $2.21  billion  and $2.38 billion at year-end  1999  and  1998,
respectively.  With  these  two  resorts  now  complete,  we  are  also
capitalizing  a  smaller portion of our interest  cost.   The  combined
effect  of these two factors resulted in a $3.0 million (11%)  increase
in our net interest expense when compared with the 1999 first quarter.

Our  earnings  during  the recent quarter were  also  reduced  by  $3.9
million  ($3.6 million, $0.02 per share, after tax) for costs  incurred
in connection with our pending merger with MGM Grand.

CAPITAL RESOURCES, CAPITAL SPENDING AND LIQUIDITY

Net  cash  provided by operating activities (as shown in our  Condensed
Consolidated Statements of Cash Flows) totaled $159.5 million  for  the
first  three  months of 2000, versus $101.6 million in  the  same  1999
period.  This increase generally coincides with the record earnings  we
achieved during the 2000 first quarter.  Our operating cash flow in the
recent quarter also includes $25.0 million we received in early January
in  connection with our previous evaluation of the possible acquisition
of  the  gaming  operations  of  a major  competitor.   The  evaluation
occurred  in April 1999, and as part of the negotiations it was  agreed
that  we  would  receive the $25 million fee as  compensation  for  our
efforts  should  the  operations  be  sold  to  another  bidder.    The
operations  were sold to another bidder in late December 1999,  and  we

                                -12-
<PAGE>

recorded  the receivable for the fee and the associated income  net  of
related costs in the 1999 fourth quarter.

Our  capital  spending has declined significantly as a result  of   the
completion  of  Bellagio and Beau Rivage.  After giving effect  to  the
change  in associated deposit and payable amounts, capital expenditures
and preopening and related promotional costs required net cash of $63.8
million in the 2000 first quarter, versus $191.3 million in the  prior-
year  period. Expenditures during the current-year quarter  principally
relate  to construction projects at The Mirage.  These projects include
the  new  1,260-seat  Danny  Gans Theatre and  extensive  new  meeting,
convention  and  exhibit  space, including  a  new  90,000-square  foot
exhibit   hall.  The  popular  singer/impersonator  Danny  Gans   began
performing  in  the new theatre in early April.  The  new  meeting  and
convention space is scheduled to be completed in June of this year  and
the  exhibit hall is expected to open in May 2001.  The total  cost  of
these  projects  is anticipated to be approximately $100  million.   At
March  31,  2000,  we had incurred approximately $51  million  of  this
amount.  Capital expenditures during the 1999 first quarter principally
relate to the completion of Beau Rivage and amounts associated with the
room refurbishment project at Treasure Island.

Except  for  the above-noted projects at The Mirage and our development
activities in Atlantic City, New Jersey, the merger agreement with  MGM
Grand generally limits our capital expenditures to $3.0 million for any
individual  project  or  $80.0 million for all projects  combined.  The
merger agreement does not limit our expenditures for normal maintenance
and repairs.

With   respect   to  our  development  activities  in  Atlantic   City,
environmental remediation work is ongoing on our 120-acre  Marina  site
and  design  of  the internal roads and other master plan  elements  is
underway.   Construction is also continuing on  the  previously  funded
joint venture road improvement project with the State of New Jersey  to
improve access to the Marina area.  Because of the pending merger  with
MGM Grand, we cannot be certain of the ultimate design, timing, cost or
construction  of our wholly owned hotel-casino resort planned  for  the
Marina  site.  Our plans for a new hotel-casino resort on the  site  of
our  existing Boardwalk hotel-casino and adjacent land on the Las Vegas
Strip, as well as our contemplated hotel expansion project at Bellagio,
are  also  subject to MGM Grand's analysis and approval  following  the
merger.

The  pending merger with MGM Grand is not expected to affect plans  for
our  existing  50-50 joint venture with Boyd Gaming Corporation,  which
call  for the development of a hotel-casino resort to be known as  "The
Borgata"  on  a  25-acre  portion  of  our  Marina  site.   We  are  in
discussions  with Boyd concerning increasing the size  of  The  Borgata
from  1,200 rooms to 2,000 rooms.  It is currently estimated  that  the
larger project size would increase the budgeted cost from approximately
$750 million to slightly in excess of $1.0 billion. Each partner's cash
equity  contribution  would  also  increase  by  $57  million,  thereby
requiring  total cash contributions of $117 million from  us  and  $207
million  from  Boyd.  At March 31, 2000, we had made cash contributions
of approximately $7 million.  We would also contribute the 25-acre site
to  the  joint  venture.   The joint venture  will  attempt  to  obtain

                                -13-
<PAGE>

acceptable financing for the remaining cost of the project that is non-
recourse to either partner.  If the necessary permits and financing are
obtained,  construction of The Borgata could begin by the end  of  this
year.

During  the 2000 first quarter, we received proceeds from the  sale  of
property  and  equipment of approximately $46 million.   Most  of  this
amount  was  received  from  the sale of corporate  aircraft  mentioned
previously.

The  significant  decline  in  our capital  spending  requirements  has
allowed  us to use the majority of our free cash flow in recent  months
to  reduce outstanding debt.  During the first three months of 2000, we
utilized  $141.7  million to repay borrowings  under  our  bank  credit
facility  and  commercial  paper program. All outstanding  bank  credit
facility and commercial paper borrowings are required to be repaid upon
completion  of  the  merger with MGM Grand.   At  April  30,  2000,  no
borrowings were outstanding under our commercial paper program  and  we
had $1.09 billion outstanding under our bank credit facility.  None  of
our remaining debt securities are required to be repaid upon completion
of  the  merger.  The merger agreement limits our aggregate outstanding
indebtedness, net of cash and cash equivalents, to $2.15  billion.   At
March 31, 2000, the total outstanding principal amount of our debt, net
of cash and cash equivalents, was approximately $1.93 billion.

FORWARD-LOOKING STATEMENTS

This  Form  10-Q  contains  some forward-looking  statements.  Forward-
looking statements give our current expectations or forecasts of future
events.  You can identify these statements by the fact that they do not
relate  strictly  to historical or current facts.  They  contain  words
such   as  "anticipate,"  "estimate,"  "expect,"  "project,"  "intend,"
"plan,"  "believe," "may," "could," "might" and other words or  phrases
of  similar  meaning  in  connection  with  any  discussion  of  future
operating  or financial performance.  These forward-looking  statements
involve  important  risks  and uncertainties that  could  significantly
affect  our  anticipated  future results  and,  therefore,  our  actual
results  may  differ materially from those described  in  any  forward-
looking  statement.   These  risks  and  uncertainties  include   those
relating  to  competition,  development  and  construction  activities,
leverage  and  debt service (including sensitivity to  fluctuations  in
interest rates), domestic or international economic conditions, pending
or future legal proceedings, the effects of changes in federal or state
tax  laws or the administration of such laws and changes in gaming laws
or  regulations  (including  the  legalization  of  gaming  in  certain
jurisdictions).   Additional information concerning  potential  factors
that  we think could cause our actual results to differ materially from
expected  and historical results is included under the caption "Factors
that  May  Affect  Our Future Results" in Item 1  of  the  1999  Annual
Report.   This  statement  is  provided as  permitted  by  the  Private
Securities Litigation Reform Act of 1995.






                                -14-
<PAGE>

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

On March 28, 2000, a stockholder filed a class action complaint against
us  and  each  of  our directors in District Court  for  Clark  County,
Nevada.   The  complaint  alleges that  the  directors  breached  their
fiduciary  duties to our stockholders in approving the merger agreement
with  MGM Grand by failing to maximize the value that stockholders will
receive  in the merger.  In particular, the complaint alleges that  the
merger  agreement  grants  Stephen A. Wynn  the  right,  under  certain
circumstances,  to  purchase  fine  art  from  the  Company  at  prices
significantly  less  than a buyer might pay on the  open  market.   The
complaint   seeks   injunctive  relief,   including   an   "appropriate
evaluation"  of  the artwork and orders enjoining the  defendants  from
breaching  their fiduciary duties and requiring Mr. Wynn to account  to
stockholders for all damages which they may suffer as a result of sales
of  Company artwork to him.  On April 21, 2000, the plaintiff  filed  a
motion  to  impose a constructive trust on the Company's  artwork.   We
believe that the claims are without merit.

Item 4.   Submission of Matters to a Vote of Security Holders

(a)       Our 2000 Annual  Meeting of  Stockholders was held  on  March
          23, 2000.

(c)       At the Annual  Meeting, Melvin B. Wolzinger, Daniel B. Wayson
          and George J. Mason were re-elected to serve three-year terms
          as members of the  Board  of  Directors.  The  results of the
          voting were as follows:

<TABLE>
<CAPTION>
                                                       Shares
                                            ---------------------------
                                                For            Withheld
                                            -----------       ---------
                <S>                         <C>               <C>
                Mr. Wolzinger               143,986,586       1,949,013
                Mr. Wayson                  142,265,985       3,669,614
                Mr. Mason                   143,992,775       1,942,824
</TABLE>

          At the Annual Meeting, the  stockholders  also  ratified  the
          appointment  of   Arthur  Andersen   LLP  as   the  Company's
          independent  accountants   for  2000.   The  results  of  the
          voting  were  144,559,293  shares  in  favor,  902,197 shares
          opposed and 474,109 shares abstaining.







                                -15-
<PAGE>

Item 6.   Exhibits and Reports on Form 8-K

(a) Exhibits.

    10.1  Fourth  Amendment to Mirage  Resorts, Incorporated  Non-Qual-
          ified Deferred Compensation Plan, dated as of March 4, 2000.

    10.2  Fourth Amendment to  Mirage  Resorts, Incorporated Directors'
          Deferred Fee Plan, dated as of March 4, 2000.

    15    Letter  from  independent  public  accountants  acknowledging
          awareness of the use of their  report dated April 24, 2000 in
          the Company's registration statements.

    27    Financial Data Schedule.

(b) Reports on Form 8-K.

    The  Company filed no Current Reports on Form 8-K during the three-
    month period ended March 31, 2000.




































                                -16-
<PAGE>

                              SIGNATURES



    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.



                                       Mirage Resorts, Incorporated

May 3, 2000                            by:  ROBERT H. BALDWIN
-----------                                 ---------------------------
    Date                                    Robert H. Baldwin
                                            Chief Financial Officer and
                                             Treasurer (Principal
                                             Financial Officer)







































                                -17-