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 September 30, 1996

                               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. 1-6697

                   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
incorporation or organization)     No.)

    3400 Las Vegas Boulevard South, Las Vegas, Nevada  89109
_________________________________________________________________
       (Address of principal executive offices - Zip Code)

                         (702) 791-7111
_________________________________________________________________
       (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, 180,977,250 shares outstanding as
of November 8, 1996.
<PAGE>
          
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The unaudited condensed consolidated financial information as  of
September 30, 1996 and for the three-month and nine-month periods
ended September 30,  1996 and 1995  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 September  30, 1996,  and  the
related condensed consolidated statements of income for the  three-
month and nine-month periods ended September 30, 1996 and 1995  and
the related condensed consolidated statements of cash flows for the
nine-month periods  ended  September  30, 1996  and  1995.    These
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, 1995, 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 February 9,  1996, 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, 1995,  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
November 11, 1996

                                -2-
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED                                       MIRAGE RESORTS, INCORPORATED
BALANCE SHEETS
-----------------------------------------------------------------------------------------
                                                        At September 30,   At December 31,
                                                                   1996              1995
-----------------------------------------------------------------------------------------
(In thousands)                                               (UNAUDITED)
<S>                                                         <C>                <C>
ASSETS

Current assets
  Cash and cash equivalents                                 $   73,679         $   48,026
  Receivables, net of allowance for doubtful
    accounts of $60,604 and $47,161                             65,497             76,859
  Inventories                                                   26,393             25,601
  Deferred income taxes                                         26,170             42,553
  Prepaid expenses and other                                    26,332             21,777
-----------------------------------------------------------------------------------------
       Total current assets                                    218,071            214,816
Property and equipment, net of accumulated
  depreciation of $532,957 and $473,801                      1,578,837          1,439,517
Other assets, net                                              166,881            137,380
-----------------------------------------------------------------------------------------
                                                            $1,963,789         $1,791,713
=========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                          $   82,356         $   84,831
  Accrued expenses                                              81,055             89,005
  Current maturities of long-term debt                             385                515
-----------------------------------------------------------------------------------------
       Total current liabilities                               163,796            174,351
Long-term debt, net of current maturities                      328,454            248,548
Other liabilities, including deferred income taxes
  of $146,283 and $148,615                                     157,259            159,471
-----------------------------------------------------------------------------------------
       Total liabilities                                       649,509            582,370
-----------------------------------------------------------------------------------------

Commitments and contingencies

Stockholders' equity
  Common stock:  181,681 and 183,342 shares outstanding            940                940
  Additional paid-in capital and other                         722,015            710,816
  Retained earnings                                            804,092            650,170
  Treasury stock, at cost:  53,467 and 51,806 shares          (212,767)          (152,583)
-----------------------------------------------------------------------------------------
       Total stockholders' equity                            1,314,280          1,209,343
-----------------------------------------------------------------------------------------
                                                            $1,963,789         $1,791,713
=========================================================================================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                          -3-
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED                                                            MIRAGE RESORTS, INCORPORATED
STATEMENTS OF INCOME (UNAUDITED)
--------------------------------------------------------------------------------------------------------------
                                                              Three Months                   Nine Months
                                                         ----------------------      -------------------------
For the periods ended September 30                          1996          1995            1996          1995  
--------------------------------------------------------------------------------------------------------------
(In thousands, except per share amounts)
<S>                                                      <C>           <C>           <C>            <C>
Gross revenues                                           $370,825      $366,739      $1,122,676     $1,076,851
Less - promotional allowances                             (32,273)      (31,586)        (97,264)       (89,630)
--------------------------------------------------------------------------------------------------------------
                                                          338,552       335,153       1,025,412        987,221
--------------------------------------------------------------------------------------------------------------
Costs and expenses
  Casino-hotel operations                                 193,454       193,044         589,254        573,555
  General and administrative                               39,036        37,348         114,510        112,824
  Depreciation and amortization                            22,141        22,358          66,507         64,650
  Corporate expense                                         7,946         9,278          21,724         27,193
--------------------------------------------------------------------------------------------------------------
                                                          262,577       262,028         791,995        778,222
--------------------------------------------------------------------------------------------------------------
Operating income                                           75,975        73,125         233,417        208,999
--------------------------------------------------------------------------------------------------------------
Other income and (expenses)
  Interest and other income                                   739         1,363           6,432          4,528
  Interest cost                                            (7,408)       (7,720)        (20,629)       (25,762)
  Interest capitalized                                      6,312         2,353          16,241          6,830
  Other                                                      (633)          965           5,092          1,205
--------------------------------------------------------------------------------------------------------------
                                                             (990)       (3,039)          7,136        (13,199)
--------------------------------------------------------------------------------------------------------------
Income before income taxes and extraordinary item          74,985        70,086         240,553        195,800
  Provision for income taxes                              (26,249)      (24,891)        (86,631)       (70,326)
--------------------------------------------------------------------------------------------------------------
Income before extraordinary item                           48,736        45,195         153,922        125,474
  Extraordinary item - loss on early retirement
    of debt, net of applicable income tax benefit               -             -               -         (6,785)
--------------------------------------------------------------------------------------------------------------
Net income                                               $ 48,736      $ 45,195      $  153,922     $  118,689
==============================================================================================================
Income per share of common stock
  Income before extraordinary item                       $   0.25      $   0.23      $     0.79     $     0.65
  Extraordinary item - loss on early retirement
    of debt, net of applicable income tax benefit               -             -               -          (0.03)
--------------------------------------------------------------------------------------------------------------
Net income per share of common stock                     $   0.25      $   0.23      $     0.79     $     0.62
==============================================================================================================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                                    -4-
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED                                                   MIRAGE RESORTS, INCORPORATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
-----------------------------------------------------------------------------------------------------
Nine months ended September 30                                                   1996            1995
-----------------------------------------------------------------------------------------------------
(In thousands)
<S>                                                                         <C>             <C>
Cash flows from operating activities
  Net income                                                                $ 153,922       $ 118,689
  Adjustments to reconcile net income to net cash provided by
    operating activities
      Provision for losses on receivables                                      14,399          17,300
      Depreciation and amortization of property and equipment,
        including amounts reported as corporate expense                        71,076          67,599
      Gain on sale of investment in Casino Iguazu                              (8,006)              -
      Amortization of debt discount and issuance costs                         10,725           9,755
      Loss on early retirement of debt                                              -          10,439
      Deferred income taxes                                                    14,051          30,694
      Changes in assets and liabilities                                                  
        Increase in receivables and other current assets                       (8,384)        (25,356)
        Decrease in trade accounts payable and accrued expenses               (26,415)         (7,259)
      Other                                                                   (13,019)         (1,899)
-----------------------------------------------------------------------------------------------------
               Net cash provided by operating activities                      208,349         219,962
-----------------------------------------------------------------------------------------------------
Cash flows from investing activities
  Capital expenditures                                                       (215,272)        (95,178)
  Increase (decrease) in construction payables                                 15,990            (723)
  Joint venture and other equity investments                                  (23,747)        (19,884)
  Proceeds from sale of investment in Casino Iguazu                            12,500               -
  Proceeds from sale of other equity investments                               18,127           8,249
  Other                                                                       (11,465)         (8,560)
-----------------------------------------------------------------------------------------------------
               Net cash used for investing activities                        (203,867)       (116,096)
-----------------------------------------------------------------------------------------------------
Cash flows from financing activities
  Net bank credit facility and commercial paper borrowings                     71,118          35,000
  Early retirement of public debt                                                   -        (134,180)
  Other reductions in debt                                                       (218)        (22,279)
  Repurchases of common stock                                                 (64,131)           (132)
  Exercise of common stock options, including related income tax benefit       14,477           7,986
  Other                                                                           (75)         (2,423)
-----------------------------------------------------------------------------------------------------
               Net cash provided by (used for) financing activities            21,171        (116,028)
-----------------------------------------------------------------------------------------------------
Cash and cash equivalents
  Increase (decrease) for the period                                           25,653         (12,162)
  Balance, beginning of period                                                 48,026          47,142
-----------------------------------------------------------------------------------------------------
  Balance, end of period                                                    $  73,679       $  34,980
=====================================================================================================
Supplemental cash flow disclosures
  Cash paid during the period for
    Interest, net of amounts capitalized                                    $       -       $  14,708
    Income taxes                                                               74,000          29,500
  Contribution of land in exchange for partnership interest                         -          23,170
-----------------------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                               -5-
<PAGE>
NOTES TO CONDENSED CONSOLIDATED      Mirage Resorts, Incorporated
FINANCIAL STATEMENTS (UNAUDITED)
-----------------------------------------------------------------

NOTE 1 - BASIS OF PRESENTATION

Mirage Resorts, Incorporated  (the "Company")  owns and  operates
some of the most successful casino-based entertainment resorts in
the world.  These resorts include The Mirage and Treasure  Island
on the Las Vegas Strip, the  Golden Nugget in downtown Las  Vegas
and the Golden Nugget-Laughlin in Laughlin, Nevada.  The  Company
is also a 50% partner in  a joint venture that owns and  operates
the new Monte Carlo  Resort & Casino ("Monte  Carlo") on the  Las
Vegas Strip.

The Company is currently constructing two additional wholly owned
hotel-casino resorts.  The more significant of these is Bellagio,
an  elegant  3,000-guest  room  luxury  resort  scheduled  to  be
completed in  the  summer  of 1998  on  approximately  120  acres
adjacent to  Monte  Carlo.   In  July  1996,  the  Company  began
construction  of  Beau  Rivage,  a  luxurious  1,800-guest   room
beachfront  resort  in  Biloxi,   Mississippi  scheduled  to   be
completed in the spring of 1998.

The  condensed  consolidated   financial  statements  have   been
prepared in accordance with the accounting policies described  in
the Company's 1995 Annual Report on Form 10-K 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, 1995 contained  herein
was derived  from  audited  financial statements,  but  does  not
include all disclosures contained in the Form 10-K 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
interim results reflected in the condensed consolidated financial
statements are not necessarily indicative of expected results for
the full year.

Certain amounts  in  the 1995  condensed  consolidated  financial
statements have  been  reclassified  to  conform  with  the  1996
presentation.   These  reclassifications  had no  effect  on  the
Company's net income.

                               -6-
<PAGE>
NOTES TO CONDENSED CONSOLIDATED      Mirage Resorts, Incorporated
FINANCIAL STATEMENTS (UNAUDITED)
-----------------------------------------------------------------

NOTE 2 - MONTE CARLO

Monte Carlo, a  3,014-guest room mid-priced  resort, opened  June
21, 1996.   The Company's  joint venture  partner, Circus  Circus
Enterprises, Inc., supervised the construction of Monte Carlo and
is managing  the resort  without fee.   Monte  Carlo's  operating
results for the three-month period  ended September 30, 1996  and
for the period from opening to September 30, 1996 are as follows:

<TABLE>
<CAPTION>
                                             Three           From 
                                            Months         Opening
------------------------------------------------------------------
(In thousands)
<S>                                         <C>            <C>
Gross revenues                              $70,122        $79,139
Net revenues                                 67,355         76,016
Depreciation and amortization                 4,882          5,357
Operating profit before preopening costs     18,552         19,793
Operating income                             18,552          8,595
Net income                                   14,450          4,114
</TABLE>

The Company's 50% share of Monte  Carlo's net income is  included
in  "Gross   revenues"  in   the  accompanying   1996   Condensed
Consolidated Statements of Income.  Such amount was $7.2  million
for the three-month period. The nine months includes $2.1 million
for the  period from Monte Carlo's opening to September 30, 1996.

NOTE 3 - CAPITAL STOCK

On May 23, 1996,  the Board of  Directors declared a  two-for-one
split of the Company's common  stock. The additional shares  were
distributed on July  1, 1996  to holders  of record  on June  17,
1996.  All  references to share  and per share  data herein  have
been adjusted retroactively to give effect to the stock split.

During  July   and   August   1996,   the   Company   repurchased
approximately three  million  shares  of  its  common  stock  for
approximately  $64  million  pursuant   to  its  existing   share
repurchase program.

                               -7-
<PAGE>
NOTES TO CONDENSED CONSOLIDATED      Mirage Resorts, Incorporated
FINANCIAL STATEMENTS (UNAUDITED)
-----------------------------------------------------------------

NOTE 4 - ISSUANCE OF LONG-TERM DEBT

On October 30,  1996, the Company  issued $250 million  principal
amount of 7.25%  Senior Notes Due  October 15, 2006.   The  notes
were issued pursuant to a shelf registration statement filed with
the Securities  and Exchange  Commission on  June 28,  1996  that
allows the Company to issue up to $500 million of debt or  equity
securities or any combination thereof.  A portion of the proceeds
from the offering was used to repay  borrowings  of $135  million
outstanding under the Company's $1 billion revolving bank  credit
facility, including $22 million borrowed subsequent to  September
30, 1996.

                               -8-
<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 SEPTEMBER 30, 1996 AND 1995

RESULTS OF OPERATIONS

FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                       % Increase
Three months ended September 30                                    1996         1995   (Decrease)
-------------------------------------------------------------------------------------------------
(Dollars in thousands, except per share and room rate amounts)
<S>                                                            <C>          <C>          <C>
Gross revenues
  The Mirage                                                   $193,573     $200,630       (3.5)%
  Treasure Island                                               104,275      100,270         4.0%
  Golden Nugget                                                  52,078       50,584         3.0%
  Golden Nugget-Laughlin                                         13,674       15,255      (10.4)%
-------------------------------------------------------------------------------------------------
                                                                363,600      366,739       (0.9)%
  Equity in earnings of Monte Carlo                               7,225            -            -
-------------------------------------------------------------------------------------------------
                                                               $370,825     $366,739         1.1%
-------------------------------------------------------------------------------------------------
Net revenues
  The Mirage                                                   $175,412     $183,165       (4.2)%
  Treasure Island                                                96,485       92,780         4.0%
  Golden Nugget                                                  47,262       45,444         4.0%
  Golden Nugget-Laughlin                                         12,168       13,764      (11.6)%
-------------------------------------------------------------------------------------------------
                                                                331,327      335,153       (1.1)%
  Equity in earnigs of Monte Carlo                                7,225            -            -
-------------------------------------------------------------------------------------------------
                                                               $338,552     $335,153         1.0%
-------------------------------------------------------------------------------------------------
Operating profit
  The Mirage                                                   $ 45,164     $ 52,625      (14.2)%
  Treasure Island                                                22,985       21,051         9.2%
  Golden Nugget                                                   8,371        7,523        11.3%
  Golden Nugget-Laughlin                                            176        1,204      (85.4)%
-------------------------------------------------------------------------------------------------
                                                                 76,696       82,403       (6.9)%
Equity in earnings of Monte Carlo                                 7,225            -            -
Corporate expense                                                (7,946)      (9,278)     (14.4)%
-------------------------------------------------------------------------------------------------
                                                               $ 75,975     $ 73,125         3.9%
-------------------------------------------------------------------------------------------------
Operating margin (operating profit/net revenues)
  The Mirage                                                      25.7%        28.7%     (3.0)pts
  Treasure Island                                                 23.8%        22.7%       1.1pts
  Golden Nugget                                                   17.7%        16.6%       1.1pts
  Golden Nugget-Laughlin                                           1.4%         8.7%     (7.3)pts
  Company-wide (before Monte Carlo and corporate expense)         23.1%        24.6%     (1.5)pts
-------------------------------------------------------------------------------------------------
Net income                                                     $ 48,736     $ 45,195         7.8%
Net income per share                                           $   0.25     $   0.23         8.7%
-------------------------------------------------------------------------------------------------
Other information (excluding Monte Carlo)
  Company-wide table games win percentage                         19.2%        20.3%     (1.1)pts
  Company-wide occupancy of standard guest rooms                  99.2%        98.8%       0.4pts
  Average standard guest room rate (a)                         $     87     $     81         7.4%
-------------------------------------------------------------------------------------------------
(a)  Average rate at the Company's Las Vegas hotels, excluding complimentary visits.
</TABLE>
                                              -9-
<PAGE>
The 1996  third quarter  was the  Company's eleventh  consecutive
quarter in  which  earnings  per share  exceeded  the  prior-year
results.  Net income of $0.25 per share represents a 9%  increase
over the $0.23 per share reported in the prior-year period.

The Mirage's net non-casino revenues  rose $7.1 million, or  10%,
over the prior-year quarter.  This increase principally  reflects
the  August  1995  completion  of   a  $50  million  program   to
substantially upgrade the quality of The Mirage's standard  guest
rooms.  Completion  of the program  resulted in approximately  9%
more available room  nights during the  current-year quarter than
in the prior-year quarter and allowed the  resort  to  achieve  a
7% increase  in  the  average  standard  room  rate,  despite the
increase in  available  room  nights.   As  a  result,  net  room
revenues grew by $3.6 million, or 15%.

The  Mirage's   casino   revenues,   excluding   baccarat,   were
approximately flat compared to  the 1995 quarter.   The level  of
play and the  win percentage  for baccarat,  however, were  lower
than in the  prior-year  period, resulting  in a  4% decrease  in
net revenues and a 14% decline in operating income.

Treasure Island had another very strong quarter, in spite of  the
new competition  from the Company's 50%-owned Monte  Carlo, which
opened on June 21, 1996, and the Stratosphere Casino Hotel, which
opened on April 30, 1996.    Both  Monte  Carlo  and Stratosphere
target a similar customer base as Treasure Island.  Yet, Treasure
Island's quarterly revenues and  operating income  increased over
the  prior-year  quarter as they have in  each of the seven  full
quarters for which year-to-year  comparisons  are  possible.  The
improvement in revenues during the 1996 third quarter principally
reflects  a $3.2  million,  or 6%,  increase  in  net  non-casino
revenues.    Net  room  revenues  grew  by  $1.1  million, or 5%,
principally  due  to  an  increase  in  the  average  room  rate.
Treasure Island's standard guest rooms were nearly  100% occupied
during both the 1996 and 1995 third quarters.

The Golden  Nugget  also had  a  strong quarter,  continuing  the
improvement in operating results the property has shown since the
December 1995 opening of the Fremont Street Experience.   Similar
to the Company's Las Vegas Strip properties, non-casino  revenues
fueled the growth in operating results at the downtown  facility.
Net  room revenues  grew by $1.5 million,  or 20%, reflecting  an
increase in occupancy and a 12% increase in the average  standard
room rate.  Occupancy of the Golden Nugget's standard guest rooms
was 98.8%, versus 96.7% in the 1995 third quarter.  Net food  and
beverage  and  entertainment  revenues  were  up  21%  and   38%,
respectively.    Overall,  the  Golden  Nugget's  net  non-casino
revenues increased by $2.8 million, or 19%.

                              -10-
<PAGE>
Monte Carlo  had  a  solid  first  full  quarter  of  operations,
producing operating income  of $18.6 million  on net revenues  of
$67.4 million.    The  facility's  hotel  operated  at  over  98%
occupancy during the quarter, with an average room rate of nearly
$70.  Because Monte Carlo is  a 50%-owned venture, its  operating
results are not consolidated with those of the Company.  Instead,
the Company's  $7.2  million  share  of  Monte Carlo's net income
during  the  quarter  is  included   in  Gross  revenues  in  the
accompanying Condensed Consolidated Statements of Income.

The Company's small  Laughlin facility continues  to suffer  from
weak  market  conditions.    Furthermore, the third  quarter is a
seasonally  slow period in Laughlin.  As a  result, small changes
in  absolute dollars of  revenues and  profits resulted  in large
percentage changes in the quarter's results.

OTHER FACTORS AFFECTING EARNINGS

Corporate expense declined  14% from the  prior-year quarter,  as
management's focus  has  shifted  from  legalization  efforts  in
potential new  gaming  jurisdictions  to  actual  projects  under
construction.  Interest  expense declined $4.3  million, or  80%,
from the 1995 third quarter.  This decline mainly reflects higher
capitalized  interest  associated  with  the  Company's   growing
investment in its ongoing construction projects.

                              -11-
<PAGE>
COMPARISON OF OPERATING RESULTS FOR THE NINE-MONTH PERIODS ENDED
SEPTEMBER 30, 1996 AND 1995

RESULTS OF OPERATIONS

FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                     % Increase
Nine months ended September 30                                 1996           1995   (Decrease)
-----------------------------------------------------------------------------------------------
(Dollars in thousands, except per share and room rate amounts)
<S>                                                      <C>            <C>            <C>
Gross revenues
  The Mirage                                             $  599,192     $  582,735         2.8%
  Treasure Island                                           309,663        295,195         4.9%
  Golden Nugget                                             166,387        150,697        10.4%
  Golden Nugget-Laughlin                                     45,377         48,224       (5.9)%
-----------------------------------------------------------------------------------------------
                                                          1,120,619      1,076,851         4.1%
  Equity in earnings of Monte Carlo                           2,057              -            -
-----------------------------------------------------------------------------------------------
                                                         $1,122,676     $1,076,851         4.3%
-----------------------------------------------------------------------------------------------
Net revenues
  The Mirage                                               $544,094     $  532,613         2.2%
  Treasure Island                                           286,646        274,201         4.5%
  Golden Nugget                                             151,908        136,752        11.1%
  Golden Nugget-Laughlin                                     40,707         43,655       (6.8)%
-----------------------------------------------------------------------------------------------
                                                          1,023,355        987,221         3.7% 
  Equity in earnings of Monte Carlo                           2,057              -            -
-----------------------------------------------------------------------------------------------
                                                         $1,025,412     $  987,221         3.9% 
-----------------------------------------------------------------------------------------------
Operating profit
  The Mirage                                             $  143,418     $  140,619         2.0%
  Treasure Island                                            71,379         65,021         9.8%
  Golden Nugget                                              33,932         24,501        38.5%
  Golden Nugget-Laughlin                                      4,355          6,051      (28.0)%
-----------------------------------------------------------------------------------------------
                                                            253,084        236,192         7.2%
Equity in earnings of Monte Carlo                             2,057              -            -
Corporate expense                                           (21,724)       (27,193)     (20.1)%
-----------------------------------------------------------------------------------------------
                                                         $  233,417     $  208,999        11.7%
-----------------------------------------------------------------------------------------------
Operating margin (operating profit/net revenues)
  The Mirage                                                  26.4%          26.4%            -
  Treasure Island                                             24.9%          23.7%       1.2pts
  Golden Nugget                                               22.3%          17.9%       4.4pts
  Golden Nugget-Laughlin                                      10.7%          13.9%     (3.2)pts
  Company-wide (before Monte Carlo and corporate expense)     24.7%          23.9%       0.8pts
-----------------------------------------------------------------------------------------------
Income before extraordinary item                         $  153,922     $  125,474        22.7%
Net income                                               $  153,922     $  118,689        29.7%
-----------------------------------------------------------------------------------------------
Income per share before extraordinary item               $     0.79     $     0.65        21.5%
Net income per share                                     $     0.79     $     0.62        27.4%
-----------------------------------------------------------------------------------------------
Other information (excluding Monte Carlo)
  Company-wide table games win percentage                     19.1%          20.2%     (1.1)pts
  Company-wide occupancy of standard guest rooms              99.4%          98.7%       0.7pts
  Average standard guest room rate (a)                   $       90     $       80        12.5%
-----------------------------------------------------------------------------------------------
(a)  Average rate at the Company's Las Vegas hotels, excluding complimentary visits.
</TABLE>
                                             -12-
<PAGE>
Operating results for  the 1996 nine-month  period represent  the
highest ever achieved in any comparable nine-month period in  the
Company's history.  Revenues, operating income and income  before
non-recurring items  all  set new  records,  surpassing  previous
records set in the 1995 nine-month period.  Combined net revenues
and operating  income  at  the  Company's  wholly  owned  resorts
increased  $36.1   million  and   $16.9  million,   respectively.
Earnings per share before extraordinary item of $0.79  represents
a 22% increase  over the $0.65  reported in  the 1995  nine-month
period.

The Mirage's net revenues and operating  income both increased by
2%.   The  room enhancement program contributed  significantly to
the increases.    Net  room  revenues grew  by $15.8 million,  or
22%, reflecting a 12%  increase in the  number of available  room
nights and a 13% increase in the average standard room rate.  Net
food and beverage  and entertainment revenues  also posted  solid
increases of 11% and 8%, respectively.  In total, net  non-casino
revenues were up 13%.

Slot and table games play at The Mirage increased over the prior-
year period.  The increase in slot play produced a $2.6  million,
or 3%, increase  in revenues.   Table  games revenues,  excluding
baccarat, increased $11.0 million, or 9%, due to increases in the
level of play and  the win percentage.   This increase,  however,
was more than offset by a decline in baccarat revenue.

The increase in Treasure Island's operating results for the nine-
month  period  was  also  driven  by   its  non-casino  revenues.
Reflecting increases in virtually every category, net  non-casino
revenues grew by $11.3 million, or 7%.   Treasure Island's casino
revenues   were  also  up  slightly compared to  the 1995 period,
resulting mainly from a  4% increase in the level  of table games
play.

The Fremont Street Experience  contributed greatly to the  Golden
Nugget's operating results throughout the 1996 nine-month period.
Casino  revenues increased by $6.7  million, or 8%, and net  non-
casino revenues grew by $8.4 million, or 18%.

                              -13-
<PAGE>
During the  1996 nine-month  period, Monte  Carlo achieved  total
revenues of $79.1 million and  operating profit of $19.8  million
before the  write-off  of preopening  costs.   After  a  one-time
charge of  $11.2 million  for preopening  costs  and net  of  the
facility's interest expense,  Monte Carlo reported net income  of
$4.1 million for the period.   Gross revenues for the 1996  nine-
month period include  the Company's  $2.1 million  share of  such
amount.

The weak market conditions in Laughlin impacted operating results
at the Company's small Golden Nugget facility throughout the 1996
nine-month period.  A combined reduction in table games and  slot
revenues of $2.7  million, or  8%, principally  accounts for  the
decrease in revenues. Year-to-date,  the  Golden  Nugget-Laughlin
accounts for less than 2% of the total operating income generated
by the Company's wholly owned resorts.

OTHER FACTORS AFFECTING EARNINGS

The factors  discussed previously  in comparing  the  three-month
periods had a  similar effect on  corporate and interest  expense
when comparing the nine-month periods. 

In February 1996, the Company sold  its 50% equity interest in  a
small casino  located  near  Iguazu Falls,  Argentina  for  $12.5
million in cash, resulting  in a  pre-tax  gain  of $8.0 million.
Such gain is  included in the  "Other" caption  in the  Condensed
Consolidated Statement of Income for the 1996 nine-month period.

In March 1995,  the Company called  for redemption the  remaining
$126.0 million  principal amount  of the  9 7/8%  first  mortgage
notes associated with The Mirage  and Treasure Island.   Although
this  early  retirement  was  financially  advantageous  to   the
Company, the  call  premium  and the  write-off  of  the  related
unamortized debt  issuance  costs resulted  in  an  extraordinary
charge of $6.8 million  ($0.03 per share)  during the 1995  nine-
month period.

                               -14-
<PAGE>
CAPITAL RESOURCES, CAPITAL SPENDING AND LIQUIDITY

Cash  provided  by   operating  activities  (as   shown  in   the
accompanying Condensed Consolidated Statements of Cash Flows) was
$208.3 million,  versus $220.0  million  in the  1995  nine-month
period.  During the 1996 period,  cash payments for income  taxes
represented  a  higher percentage of the Company's tax provision.
These  additional  tax  payments  are  principally  due   to  the
exhaustion of the Company's alternative minimum  tax  credit  and
the normal  reversal  of  temporary book/tax differences relating
to the depreciation of property and equipment. 

The Monte  Carlo joint  venture has  a $200  million bank  credit
facility that  was used  to fund  a  substantial portion  of  the
resort's construction costs.   The bank facility is  non-recourse
to both the  Company and its  partner Circus Circus  Enterprises,
Inc. ("Circus").  As a result, the joint venture bank facility is
more expensive  and has  more onerous  amortization  requirements
than the Company's debt.  Consequently, for the immediate future,
management  anticipates  using most  or  all   of   Monte Carlo's
available cash flow to repay the joint venture bank facility.  At
September 30, 1996, the Monte Carlo joint  venture  had  cash and
cash  equivalents  of  $26.9  million  and  total indebtedness of 
$209.2 million.

The Company's capital spending  is increasing significantly  with
the ongoing construction  of Bellagio and  Beau Rivage.   Capital
expenditures totaled $215.3  million during  the 1996  nine-month
period.    This   amount  includes   $138.5  million,   including
capitalized  interest  of  $13.1  million,  associated  with  the
construction   and  development  of  Bellagio  and  Beau  Rivage.
Including land and capitalized interest, Bellagio is expected  to
cost approximately $1.35 billion and  Beau Rivage is expected  to
cost approximately $500 million.   Of such amounts, at  September
30, 1996,  the Company  had incurred  approximately $220  million
associated with  Bellagio and  $46 million  associated with  Beau
Rivage.

Capital expenditures during  the 1996 period  also include  $18.7
million for the  acquisition of land  in the Las  Vegas area  for
potential  future  development.     The  remaining   expenditures
primarily represent capital spending for various maintenance  and
enhancement projects at the Company's four wholly owned  resorts.
These include construction of the "Secret Garden of Siegfried and
Roy," a new,  recently opened exhibit at  The Mirage that  allows
guests to view  the  beautiful exotic animals of Siegfried & Roy.
The animal exhibit  is  attached  to The Mirage's dolphin habitat
and admission to the two exhibits  is  $10 per person.  Admission
to  the  dolphin  habitat  alone  was  previously  $3 per person.
Substantial  enhancements to The Mirage's volcano attraction were
also completed  in  May.   Capital expenditures  do  not  include
amounts  related  to  the  construction  of Monte  Carlo, as such
resort  was  constructed  by  the  50%-owned unconsolidated joint
venture.

                               -15-
<PAGE>
Capital spending will increase further should the Company proceed
with the  development of  a  casino-based destination  resort  in
Atlantic City, New Jersey.  Although such resort has not yet been
designed, management estimates that if the Company builds a large
wholly owned resort on a site  in the Marina area as  envisioned,
it will cost between $700 million  and $1 billion and require  24
to 30 months to complete.   Development of the project,  however,
requires the satisfaction of  a number of  conditions.  One  such
condition  is   the   construction   of  certain   major  roadway
improvements  designed to  improve  access  to  the  Marina area.
Construction  of  the  roadway  improvements  is still uncertain.
Accordingly,  there  can  be no assurance  as to whether  or when
the Company will proceed with the project.

The Company,  has  entered into  a  joint  venture agreement with
Boyd Gaming Corporation for the  development  of   an  additional
hotel-casino  resort containing a minimum of 1,000 guest rooms on
the Company's  site  in the  Marina area.  The Company  has  also
entered  into  a  separate  agreement  with  Circus   pursuant to 
which Circus will acquire a  portion  of  the  Company's   Marina
site  and construct its own 2,000-room hotel-casino resort.  Each
of these additional resorts would be in  an  architectural format
that conforms to an agreed-to master  plan.   Development  of the
projects  by the joint  venture and  Circus  is  also  contingent
upon  the  satisfaction  of  the   conditions  necessary for  the
Company to develop its own wholly owned resort.

During the 1996 nine-month period, the Company had net short-term
borrowings under its  bank credit facility  and commercial  paper
program totaling $71.1  million.  Approximately  $64 million  was
used to  repurchase approximately  three  million shares  of  the
Company's common stock pursuant to its existing 10 million  share
repurchase program.   During the  1996 period,  the Company  also
expended $8.2 million  to acquire  approximately 3  1/4 acres  of
vacant land  along the  Atlantic City  Boardwalk.   The  land  is
adjacent to 2  1/4 acres of  land owned by  the Company for  many
years.

On October 30,  1996, the Company  issued $250 million  principal
amount of 7.25%  Senior Notes Due  October 15, 2006.   The  notes
were issued pursuant to a shelf registration statement filed with
the Securities  and Exchange  Commission on  June 28,  1996  that
allows the Company to issue up to $500 million of debt or  equity
securities or any  combination thereof.   The offering  generated
net proceeds of approximately $247.5 million.  A portion of  such
proceeds  was  used  to    repay   borrowings  of  $135   million
outstanding under the $1 billion revolving bank credit  facility,
including $22 million borrowed subsequent to September 30, 1996.

                               -16-
<PAGE>
Management believes that existing  cash balances, operating  cash
flow and  amounts  available  under  the  revolving  bank  credit
facility will provide  the Company with  sufficient resources  to
meet  its  existing  debt  obligations  and  capital  expenditure
requirements, including  those  relating to  the  development  of
Bellagio and Beau Rivage.   Should the  Company proceed with  the
projects contemplated in Atlantic  City or undertake  significant
additional share repurchases,  additional  financing would likely 
be required.  It is   anticipated  that  such  financing would be 
available through  an  increase in  the borrowing capacity  under 
the  revolving  bank  credit  facility   or   the   issuance   of
additional debt or equity securities.

PRIVATE SECURITIES LITIGATION REFORM ACT

The Private Securities Litigation Reform  Act of 1995 provides  a
"safe  harbor"   for   forward-looking   statements.      Certain
information included in this Form 10-Q and other materials  filed
or to be filed  by the Company with  the Securities and  Exchange
Commission (as well as information included in oral statements or
other written  statements made  or to  be  made by  the  Company)
contains statements that are forward-looking, such as  statements
relating  to  plans  for  future  expansion  and  other  business
development  activities  as  well  as  other  capital   spending,
financing sources and the effects of regulation (including gaming
and  tax  regulation)  and  competition.    Such  forward-looking
information involves important risks and uncertainties that could
significantly affect  anticipated  results  in  the  future  and,
accordingly, such results may differ from those expressed in  any
forward-looking  statements  made by or on behalf of the Company.
These risks and  uncertainties include, but  are not limited  to,
those  relating  to  development  and  construction   activities,
dependence on  existing  management, leverage  and  debt  service
(including  sensitivity  to  fluctuations  in  interest   rates),
domestic or  global economic  conditions, 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).

                               -17-
<PAGE>
PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

     4.1  Indenture, dated  as  of October  15,  1996, between  the
          Registrant  and   Firstar   Bank   of   Minnesota,   N.A.
          ("Firstar"), as trustee. 

     4.2  Supplemental Indenture,  dated as  of  October 15,  1996,
          between the Registrant and Firstar, as trustee.

     10   Amendment No. 5, dated as of August  1, 1996, to Reducing
          Revolving Loan Agreement, dated as of  December 21, 1994,
          among Victoria  Partners, each  bank  party thereto,  The
          Long-Term Credit Bank of Japan, Ltd.,  Los Angeles Agency
          and Societe Generale, as  Co-Agents, and Bank  of America
          National Trust and Savings Association, as Administrative
          Agent.  Incorporated by reference to Exhibit 10(a) to the
          Quarterly Report on Form 10-Q of Circus (File No. 1-8570)
          for the quarter ended July 31, 1996.

     11   Mirage Resorts, Incorporated -  Computation of Net Income
          Per Share of Common  Stock for the three-month  and nine-
          month periods ended September 30, 1996 and 1995.

     15   Letter from independent public  accountants acknowledging
          awareness of the use of their report  dated  November 11,
          1996 in the Registrant's registration statements.

     27   Financial Data Schedule.

(b)  Reports on Form 8-K.

          The Registrant filed  no reports on  Form 8-K  during the
          three-month period ended September  30, 1996.

                               -18- 
<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



November 12, 1996              By:  DANIEL R. LEE
-----------------                   --------------------------------
      Date                          Daniel R. Lee
                                    Senior  Vice President - Finance
                                    and Development, Chief Financial
                                    Officer and  Treasurer
                                    (Principal Financial Officer)






       
                                -19-