MIRAGE RESORTS, INCORPORATED, Issuer


                               AND


            FIRSTAR BANK OF MINNESOTA, N.A., Trustee


                          $250,000,000

                     SUPPLEMENTAL INDENTURE

                           DATED AS OF

                        October 15, 1996


             7.25% SENIOR NOTES DUE OCTOBER 15, 2006






                           EXHIBIT 4.2
<PAGE>
           THIS SUPPLEMENTAL INDENTURE is dated and entered  into
as  of October 15, 1996, between Mirage Resorts, Incorporated,  a
Nevada  corporation  (hereinafter sometimes referred  to  as  the
"Company"),  and Firstar Bank of Minnesota, N.A.,  a  corporation
organized  and  existing as a national banking association  under
the  laws of the United States, as trustee (hereinafter sometimes
referred to as the "Trustee").

                        WITNESSETH THAT:

            WHEREAS,  the  Company  filed  on  June  28,  1996  a
Registration  Statement  on  Form S-3  (the  "Shelf  Registration
Statement")  with  the  Securities and Exchange  Commission  with
respect  to  certain  securities of the Company,  and  the  Shelf
Registration Statement was declared effective on July 12, 1996;

           WHEREAS, the Indenture attached as Exhibit  4  to  the
Shelf Registration Statement (the "Indenture") sets forth certain
terms and provisions of certain debt securities of the Company;

          WHEREAS, for its lawful corporate purposes, the Company
desires to create and authorize the series of 7.25% Senior  Notes
Due October 15, 2006 (hereinafter referred to as the "Notes")  in
an aggregate principal amount of $250,000,000, and to provide the
terms  and  conditions upon which the Notes are to  be  executed,
registered, authenticated, issued and delivered;

           WHEREAS, the Company has duly authorized the execution
and delivery of this Supplemental Indenture; and

            WHEREAS,   the   Notes   and   the   certificate   of
authentication  to be borne by the Notes are to be  substantially
in the following forms, respectively:

                                 2
<PAGE>
                                              CUSIP No. 60462EAC8

           This  Security is a Global Security within the meaning
of the Indenture hereinafter referred to and is registered in the
name of a Depositary or a nominee thereof. This Security may  not
be  exchanged in whole or in part for a Security registered,  and
no  transfer  of  this  Security in  whole  or  in  part  may  be
registered, in the name of any person other than such  Depositary
or  a  nominee  thereof,  except  in  the  limited  circumstances
described in the Indenture.

           Unless  this certificate is presented by an authorized
representative  of  The  Depository Trust  Company,  a  New  York
corporation  ("DTC"),  to Mirage Resorts,  Incorporated,  or  its
agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or  in
such  other  name as is requested by an authorized representative
of  DTC  (and any payment is made to Cede & Co. or to such  other
entity  as is requested by an authorized representative of  DTC),
ANY  TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY  OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
               
                   MIRAGE RESORTS, INCORPORATED

             7.25% Senior Note Due October 15, 2006

No. A-1                                              $250,000,000

            MIRAGE  RESORTS,  INCORPORATED,  a  corporation  duly
organized  and  existing under the laws of the  State  of  Nevada
(herein  called the "Company," which term includes any  successor
to  the Company under the Indenture hereinafter referred to), for
value  received,  hereby  promises to  pay  to  Cede  &  Co.,  or
registered  assigns,  the  Principal sum  of  Two  Hundred  Fifty
Million  Dollars ($250,000,000) on October 15, 2006, and  to  pay
interest  thereon from October 30, 1996 or from the  most  recent
interest  payment date to which interest has been  paid  or  duly
provided for, semiannually in arrears on April 15 and October  15
in each year, commencing April 15, 1997, at the rate of 7.25% per
annum,  until the Principal hereof is paid or made available  for
payment.  The  interest so payable, and punctually paid  or  duly
provided  for, on any interest payment date will, as provided  in
such Indenture, be paid to the person in whose name this Security
(or  one  or  more Predecessor Securities) is registered  at  the
close  of  business on the regular record date for such interest,
which  shall be April 1 or October 1 (whether or not  a  Business
Day),  as  the case may be, next preceding such interest  payment
date.  Any such interest not so punctually paid or duly  provided
for  will  forthwith cease to be payable to the  Holder  on  such
regular record date and may either be paid to the person in whose
name  this  Security (or one or more Predecessor  Securities)  is
registered at the close of business on a special record date  for
the  payment  of  such defaulted interest  to  be  fixed  by  the
Trustee,  notice  whereof  shall be  mailed  to  Holders  of  the
                                3
<PAGE>
Securities  not  less than 10 days prior to such  special  record
date,  or  be  paid  at any time in any other lawful  manner  not
inconsistent with the requirements of any securities exchange  on
which the Securities of this series may be listed, and upon  such
notice  as  may be required by such exchange, all as  more  fully
provided  in said Indenture. Interest on the Securities shall  be
computed on the basis of a 360-day year of twelve 30-day months.

           Payment of the Principal of (and premium, if any)  and
interest on this Security will be made at the office or agency of
the  Company  maintained  for that  purpose  in  The  Borough  of
Manhattan, The City of New York, in such coin or currency of  the
United  States  of  America as at the time of  payment  is  legal
tender  for  payment  of  public  and  private  debts;  provided,
however,  that at the option of the Company payment  of  interest
may be made by check mailed to the address of the person entitled
thereto  as  such  address shall appear in the register  for  the
Securities.

           Reference is hereby made to the further provisions  of
this  Security  set forth on pages 6-11 following  the  signature
page hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.
                                 
Unless  the certificate of authentication  hereon  has
been  executed by the Trustee referred to on the pages  following
the  signature  page  hereof by manual signature,  this  Security
shall  not be entitled to any benefit under the Indenture  or  be
valid or obligatory for any purpose.

                   [Signature Page to Follow]
                                 
                                 4
<PAGE>
           In  Witness  Whereof, the Company has caused this
instrument to be duly executed.

                                MIRAGE RESORTS, INCORPORATED


                                By  STEPHEN A. WYNN
                                    ____________________________
                                    Stephen A. Wynn
                                    Chairman  of the Board, 
                                    President and Chief 
                                    Executive Officer



                                By  DANIEL R. LEE
                                    -----------------------------
                                    Daniel R. Lee
                                    Senior Vice President -
                                    Finance and Development,
                                    Chief Financial Officer   
                                    and Treasurer


Attest:


BRUCE A. LEVIN
___________________
Bruce A. Levin
Assistant Secretary


                   CERTIFICATE OF AUTHENTICATION

           This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

Dated:  As of October 30, 1996    FIRSTAR BANK OF MINNESOTA, N.A.
                                  As Trustee


                                  By  FRANK P. LESLIE
                                      ____________________________
                                      Frank P. Leslie
                                      Authorized Signatory

                                 5
<PAGE>
           This  Security is one of a duly authorized  series  of
securities  of  the  Company  (herein called  the  "Securities"),
issued  under  an  Indenture, dated as of October  15,  1996,  as
amended by a Supplemental Indenture, dated as of October 15, 1996
(as  so  amended, the "Indenture"), each between the Company  and
Firstar  Bank of Minnesota, N.A., as Trustee (herein  called  the
"Trustee,"  which term includes any successor trustee  under  the
Indenture), and reference is hereby made to the Indenture  for  a
statement of the respective rights, limitations of rights, duties
and  immunities  thereunder of the Company, the Trustee  and  the
Holders  of  the  Securities and of  the  terms  upon  which  the
Securities are, and are to be, authenticated and delivered.   The
Securities are subject to, and qualified by, all of the terms  of
the Indenture.  This Security is one of the series designated  on
the  face  hereof,  limited  in  aggregate  Principal  Amount  to
$250,000,000.   The  Securities are general  obligations  of  the
Company.

           The Securities are subject to redemption upon not less
than  30 days' nor more than 60 days' notice by first class mail,
in  whole or in part, at the option of the Company at any time at
a  redemption  price  equal to the greater of  (i)  100%  of  the
Principal  Amount  of  the Securities  so  redeemed  or  (ii)  as
determined by a Quotation Agent, the sum of the present values of
the  remaining  scheduled  payments  of  principal  and  interest
thereon  discounted to the redemption date on a semiannual  basis
(assuming  a 360-day year consisting of twelve 30-day months)  at
the  Adjusted Treasury Rate, plus, in each case, accrued interest
thereon to the redemption date.

           "Adjusted  Treasury Rate" means, with respect  to  any
redemption  date,  the  rate per annum equal  to  the  semiannual
equivalent  yield to maturity of the Comparable  Treasury  Issue,
assuming a price for the Comparable Treasury Issue (expressed  as
a  percentage  of its principal amount) equal to  the  Comparable
Treasury Price for such redemption date, plus 0.15%.

           "Comparable  Treasury Issue" means the  United  States
Treasury  security  selected by a Quotation  Agent  as  having  a
maturity comparable to the remaining term of the Security  to  be
redeemed that would be utilized, at the time of selection and  in
accordance  with  customary financial practice,  in  pricing  new
issues of corporate debt securities of comparable maturity to the
remaining term of such Security.
                                 
           "Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices  for
the  Comparable  Treasury Issue (expressed  in  each  case  as  a
percentage  of  its principal amount) on the third  Business  Day
preceding  such  redemption  date, as  set  forth  in  the  daily
statistical release (or any successor release) published  by  the
Federal  Reserve Bank of New York and designated "Composite  3:30
p.m.  Quotations for U.S. Government Securities" or (ii) if  such
release  (or any successor release) is not published or does  not
contain such prices on such Business Day, (A) the average of  the
Reference  Treasury Dealer Quotations for such  redemption  date,
after  excluding  the highest and lowest such Reference  Treasury
                                6
<PAGE>
Dealer Quotations, or (B) if the Trustee obtains fewer than three
such  Reference  Treasury Dealer Quotations, the average  of  all
such Quotations.

           "Quotation Agent" means one of the Reference  Treasury
Dealers  appointed  by  the Trustee after consultation  with  the
Company.

           "Reference  Treasury Dealer" means  each  of  Goldman,
Sachs  & Co. and CS First Boston Corporation and their respective
successors; provided, however, that if any of the foregoing shall
cease  to be a primary U.S. Government securities dealer  in  New
York  City  (a  "Primary  Treasury Dealer"),  the  Company  shall
substitute  therefor  another Primary Treasury  Dealer;  and  any
other  Primary  Treasury Dealer selected  by  the  Trustee  after
consultation with the Company.

           "Reference  Treasury  Dealer Quotations"  means,  with
respect  to  each  Reference Treasury Dealer and  any  redemption
date,  the average, as determined by the Trustee, of the bid  and
asked prices for the Comparable Treasury Issue (expressed in each
case  as a  percentage of its principal amount) quoted in writing
to  the Trustee by such Treasury Reference Dealer at 5:00 p.m. on
the third Business Day preceding such redemption date.

           In  the  event of redemption of this Security in  part
only,  a  new  Security  or Securities  of  like  tenor  for  the
unredeemed  portion  hereof will be issued in  the  name  of  the
Holder hereof upon the cancellation hereof.

          Notwithstanding any other provision of Article 3 of the
Indenture,  if  any Gaming Authority requires that  a  Holder  or
beneficial  owner  of Securities of a Holder  must  be  licensed,
qualified or found suitable under any Gaming Law, such Holder  or
such beneficial owner shall apply for a license, qualification or
a finding of suitability, as the case may be, within the required
time period.  If such person fails to apply or become licensed or
qualified  or is not found suitable (in each case, a "failure  of
compliance"),  the Company shall have the right, at  its  option,
(i)  to  require such Holder or owner to dispose of such Holder's
or  owner's Securities within 30 days of receipt of notice of the
Company's  election or such earlier date as may be  requested  or
prescribed  by  such Gaming Authority, or (ii) to  redeem  within
such  30-day  or earlier period requested or prescribed  by  such
Gaming  Authority the Securities of such Holder  or  owner  at  a
redemption price equal to the lesser of (A) 100% of the Principal
Amount  thereof  or (B) the price at which such Holder  or  owner
acquired  the Securities, together, in either case, with  accrued
interest to the earlier of the redemption date or the date of the
failure  of compliance, which may be less than 30 days  following
the  notice of redemption if so requested or prescribed  by  such
Gaming  Authority.   The  Company shall  notify  the  Trustee  in
writing  of  any  such  redemption as soon as  practicable.   The
Company  shall not be responsible for any costs or  expenses  any
such Holder or owner may incur in connection with its application
for a license, qualification or finding of suitability.
                                 7
<PAGE>
           If  there is a Change in Control (the time of a Change
in  Control  being referred to as the "Change in Control  Date"),
then  the  Company shall (a) commence, within five Business  Days
following the Change in Control Date, an offer to repurchase (the
"Repurchase  Offer")  all  of  the outstanding  Securities  at  a
repurchase price (the "Repurchase Price") in cash equal  to  101%
of  the Principal Amount of the Securities plus accrued interest,
if any, to the Repurchase Date (as defined below) and (b) deposit
with the Paying Agent an amount equal to the aggregate Repurchase
Price  for  all Securities then outstanding so as to be available
for payment to the Holders of Securities who elect to require the
Company to repurchase all or a portion of their Securities.

           If  the  Repurchase Date is on or  after  an  interest
payment record date and on or before the related interest payment
date,  any accrued interest will be paid to the person  in  whose
name  a  Security is registered at the close of business on  such
record  date,  and  no additional interest  will  be  payable  to
Holders who tender Securities pursuant to the Repurchase Offer.

           Notice of any Repurchase Offer shall be mailed by  the
Company to the Trustee and the Holders of the Securities at their
last  registered  addresses.  The Repurchase Offer  shall  remain
open  from the time of mailing until 10 Business Days thereafter,
and no longer, unless a longer period is required by law or stock
exchange rule or unless a majority of the Continuing Directors of
the Company votes in favor of extending such period (the date  on
which  the Repurchase Offer closes being the "Repurchase  Date").
The notice shall contain all instructions and materials necessary
to  enable  such  Holders to tender Securities  pursuant  to  the
Repurchase  Offer.  The notice, which shall govern the  terms  of
the Repurchase Offer, shall state:

           (1)   that the Repurchase Offer is being made pursuant
to  Section  4.07  of the Indenture and that Securities  will  be
accepted  for  payment either (A) in whole  or  (B)  in  part  in
integral multiples of $1,000;

          (2)  the Repurchase Price and the Repurchase Date;

          (3)   that any Security not tendered will continue  to
accrue interest;

          (4)  that any Security accepted for payment pursuant to
the  Repurchase  Offer shall cease to accrue  interest  from  and
after the Repurchase Date;
                                 
          (5)  that Holders electing to have a Security purchased
pursuant  to  the Repurchase Offer will be required to  surrender
the  Security, with the form entitled "Option to Elect  Purchase"
on  the  Security completed, to the Paying Agent at  the  address
specified  in  the notice prior to the close of business  on  the
Repurchase Date;

          (6)   that Holders will be entitled to withdraw  their
election  if  the  Paying Agent receives, not  later  than  three
Business  Days  before the Repurchase Date,  a  telegram,  telex,
                                 8
<PAGE>
facsimile  transmission or letter setting forth the name  of  the
Holder,  the Principal Amount of Securities the Holder  delivered
for  purchase and a statement that the Holder is withdrawing  his
election to have such Securities purchased; and

          (7)   that Holders whose Securities are purchased only
in  part will be issued new Securities equal in Principal  Amount
to the unpurchased portion of the Securities surrendered.

           On  the  Repurchase Date, the Company  shall,  to  the
extent  lawful,  (i)  accept for payment Securities  or  portions
thereof   tendered   pursuant  to  the  Repurchase   Offer;   and
(ii)  deliver to the Trustee the Securities so tendered, together
with  an  Officers'  Certificate identifying  the  Securities  or
portions  thereof  so accepted for payment by the  Company.   The
Paying  Agent  shall promptly mail or deliver to Holders  of  the
Securities  so  accepted  payment  in  an  amount  equal  to  the
Repurchase  Price.  The Trustee shall promptly  authenticate  and
mail  or  deliver to each Holder who tendered a  Security  a  new
Security  or  Securities  equal  in  Principal  Amount   to   any
untendered portion of the Security surrendered.  The Paying Agent
shall invest funds deposited with it pursuant to Section 4.07  of
the  Indenture  for the benefit of, and at the written  direction
of, the Company to the Repurchase Date.

           "Board  of  Directors" or "Board" means the  Board  of
Directors  or any authorized committee of the Board of  Directors
of  the  Company,  or a Consolidated Subsidiary thereof,  as  the
context may indicate.

          "Capital Stock" of any person means any and all shares,
interests,   participations   or   other   equivalents   (however
designated)  of  corporate  stock  and  any  and  all  forms   of
partnership  interests  or other equity interests  in  a  person,
including  but not limited to any type of preference stock  which
for other purposes may not be treated as equity.

           "Change  in  Control" means (i) the time  the  Company
first determines that any person or group, within the meaning  of
Section  14(d)(2) of the Exchange Act (other than any person  who
was  at  the date of the Indenture an officer or director of  the
Company or a group consisting of persons who were at the date  of
the Indenture officers or directors of the Company) have acquired
direct  or  indirect beneficial ownership (within the meaning  of
Rule  13d-3  under  the  Exchange Act) of  35%  or  more  of  the
outstanding  voting  Capital  Stock  of  the  Company,  unless  a
majority of the Continuing Directors approves the acquisition not
later  than  10  business  days  after  the  Company  makes   the
determination, or (ii) the first day on which a majority  of  the
members  of  the  Board  of Directors  of  the  Company  are  not
Continuing Directors.

           "Consolidated Subsidiary" of any specific person means
any subsidiary, all of whose voting Capital Stock (other than the
minimum  required  number of directors'  qualifying  shares)  are
owned by such person and/or by another Consolidated Subsidiary of
such  person,  and the accounts of which are, or under  generally
accepted  accounting principles are required to be,  consolidated
with the accounts of such person.
                                 9
<PAGE>
           "Continuing  Directors"  means,  as  of  any  date  of
determination,  any  member  of the Board  of  Directors  of  the
Company  who (i) was a member of that Board of Directors  on  the
date  of  the Indenture, (ii) had been a member of that Board  of
Directors  for the two years immediately preceding such  date  of
determination or (iii) was nominated for election or  elected  to
that  Board of Directors with the affirmative vote of the greater
of  (x)  a  majority of Continuing Directors who were members  of
that  Board at the time of such nomination or election or (y)  at
least three Continuing Directors.

          The Indenture contains provisions for defeasance of the
entire  Indebtedness  of  this Security  or  certain  restrictive
covenants  with  respect  to this Security,  in  each  case  upon
compliance with certain conditions set forth in the Indenture.

           If  an Event of Default with respect to the Securities
shall  occur  and be continuing, the Principal of the  Securities
may be declared due and payable in the manner and with the effect
provided in the Indenture.

           The  Indenture  permits, with  certain  exceptions  as
therein  provided, the amendment thereof and the modification  of
the  rights and obligations of the Company and the rights of  the
Holders of the Securities under the Indenture at any time by  the
Company  and  the Trustee with the consent of the  Holders  of  a
majority  in  Principal  Amount of the  Securities  at  the  time
outstanding.   The Indenture also contains provisions  permitting
the  Holders of specified percentages in Principal Amount of  the
Securities  at the time outstanding, on behalf of the Holders  of
all  such  Securities, to waive compliance by  the  Company  with
certain  provisions  of the Indenture and certain  past  defaults
under  the Indenture and their consequences. Any such consent  or
waiver  by  the  Holder of this Security shall be conclusive  and
binding  upon  such Holder and upon all future  Holders  of  this
Security  and of any Security issued upon the transfer hereof  or
in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.  The right  of
any   Holder  (or  such  Holder's  duly  designated   proxy)   to
participate  in  any consent required or sought pursuant  to  any
provision of the Indenture (and the obligation of the Company  to
obtain any such consent otherwise required from such Holder)  may
be  subject to the requirement that such Holder shall  have  been
the  Holder  of  record of Securities as of a  date  set  by  the
Company  and  identified by the Trustee in a notice furnished  to
Holders in accordance with the terms of the Indenture.
                               
           As  provided in and subject to the provisions  of  the
Indenture, the Holder of this Security shall not have  the  right
to  institute any proceeding with respect to the Indenture or for
the  appointment of a receiver or trustee or for any other remedy
thereunder,  unless such Holder shall have previously  given  the
Trustee  written  notice of a continuing Event  of  Default  with
respect  to the Securities, the Holders of not less than  25%  in
Principal Amount of the Securities at the time outstanding  shall
have made written request to the Trustee to institute proceedings
in  respect  of such Event of Default as Trustee and offered  the
Trustee  reasonable  indemnity, and the Trustee  shall  not  have
                               10
<PAGE>
received  from the Holders of a majority in Principal  Amount  of
the  Securities at the time outstanding a direction  inconsistent
with  such request, and shall have failed to institute  any  such
proceeding, for 60 days after receipt of such notice, request and
offer  of  indemnity. The foregoing shall not apply to  any  suit
instituted by the Holder of this Security for the enforcement  of
any payment of Principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

           No  reference herein to the Indenture and no provision
of  this  Security or of the Indenture shall alter or impair  the
obligation  of  the Company, which is absolute and unconditional,
to  pay  the  Principal of and any premium and interest  on  this
Security  at  the  times, place and rate,  and  in  the  coin  or
currency, herein prescribed.

           As  provided in the Indenture and subject  to  certain
limitations  therein set forth, the transfer of this Security  is
registrable in the register for the Securities, upon surrender of
this Security for transfer at the office or agency of the Company
in  any place where the Principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by
a  written  instrument of transfer in form  satisfactory  to  the
Company  and the Security Registrar duly executed by, the  Holder
hereof  or his attorney duly authorized in writing, and thereupon
one   or  more  new  Securities  of  like  tenor,  of  authorized
denominations and for the same aggregate Principal  Amount,  will
be issued to the designated transferee or transferees.

           The  Securities  are issuable only in registered  form
without  coupons  in  denominations of $1,000  and  any  integral
multiple  thereof. As provided in the Indenture  and  subject  to
certain  limitations  therein  set  forth,  the  Securities   are
exchangeable for a like aggregate Principal Amount of  Securities
of   like  tenor  of  a  different  authorized  denomination,  as
requested by the Holder surrendering the same.

           No  service charge shall be made for any such transfer
or  exchange,  but  the  Company may require  payment  of  a  sum
sufficient to cover any tax or other governmental charge  payable
in connection therewith.

          Prior to due presentment of this Security for transfer,
the  Company,  the Trustee and any agent of the  Company  or  the
Trustee  may  treat  the person in whose name  this  Security  is
registered as the owner hereof for all purposes, whether  or  not
this  Security be overdue, and neither the Company,  the  Trustee
nor any such agent shall be affected by notice to the contrary.
                                
          No past, present or future director, officer, employee,
stockholder  or  incorporator, as such, of  the  Company  or  any
successor   corporation  shall  have  any   liability   for   any
obligations of the Company under the Securities or the  Indenture
or  for  any claim based on, in respect of or by reason  of  such
obligations or their creation.  Each Securityholder by  accepting
a  Security  waives and releases all such liability.  The  waiver
and  release are part of the consideration for the issue  of  the
Securities.
                                11
<PAGE>
           All  terms  used  in this Security without  definition
which  are  defined  in  the Indenture shall  have  the  meanings
assigned to them in the Indenture.

THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED  
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 
STATE OF NEVADA.

                    Option to Elect Purchase

           The  undersigned  registered Holder of  this  Security
hereby irrevocably exercises the option to require the Company to
repurchase this Security or portion thereof (which is  $1,000  or
an  integral multiple thereof) below designated on the Repurchase
Date and in accordance with the terms set forth in the notice  of
Repurchase  Offer distributed by the Company in  accordance  with
the  terms of this Security, and directs that payment be made  to
the  registered Holder hereof unless a different  name  has  been
indicated  below.   Any  amount  required  to  be  paid  by   the
undersigned on account of interest accompanies this Security.

Dated:  ________________


Signature(s) must be               Holder's Signature:
guaranteed if payment is to be
made other than to and in the 
name of the registered Holder      ____________________________

                                   Portion of  Security to be
____________________________       repurchased (in integral     
Signature Guarantee                multiples of $1,000) if other 
                                   than the full Principal 
                                   Amount thereof:
                                  
Fill in for payment of Repurchase
Price if to be made otherwise than _____________________________
to the registered Holder             

____________________________________
Name
____________________________________
Address
____________________________________
Please print name and address
(including zip code)
                        
SOCIAL SECURITY OR TAXPAYER
IDENTIFICATION NUMBER

____________________________________
                               
                               12
<PAGE>
                        ----------------

           AND WHEREAS, all acts and things necessary to make the
Notes,  when  executed  by  the  Company  and  authenticated  and
delivered  by or on behalf of the Trustee as in this Supplemental
Indenture  provided, the valid, binding and legal obligations  of
the  Company, and to constitute these presents a valid  indenture
and  agreement  according  to  its  terms,  have  been  done  and
performed;

           NOW,  THEREFORE,  in order to declare  the  terms  and
conditions   upon  which  the  Notes  are  executed,  registered,
authenticated, issued and delivered, and in consideration of  the
premises,  of  the purchase and acceptance of such Notes  by  the
Holders  thereof and of the sum of one dollar to it duly paid  by
the  Trustee  at  the  execution of these presents,  the  receipt
whereof is hereby acknowledged, the Company covenants and  agrees
with the Trustee, for the equal and proportionate benefit of  the
respective Holders from time to time of the Notes, as follows:
                        
                          ARTICLE ONE

    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

1.   Capitalized Terms.

          Capitalized terms used herein and not otherwise defined
herein  are  used with the respective meanings ascribed  to  such
terms in the Indenture.

2.   Effectiveness.

          This Supplemental Indenture shall become effective, and
shall  bind the parties hereto, upon its execution by the parties
hereto.

3.   Incorporation of Supplemental Indenture into Indenture.

           This Supplemental Indenture is executed by the Company
and the Trustee pursuant to the provisions of Section 9.01 of the
Indenture, and the terms and conditions hereof shall be deemed to
be  part of the Indenture for all purposes upon the effectiveness
of  this  Supplemental Indenture.  The Indenture, as amended  and
supplemented  by this Supplemental Indenture, is in all  respects
hereby adopted, ratified and confirmed.

4.   Effect of Headings.

           The  Article  and  Section  headings  herein  are  for
convenience only and shall not affect the construction hereof.

5.   Governing Law.

           The  internal laws of the State of Nevada shall govern
and  be  used  to  construe this Supplemental Indenture,  without
regard to the conflicts of laws provisions thereof.

                                13
<PAGE>
6.    Counterparts.

           This  Supplemental Indenture may be  executed  in  any
number of counterparts, each of which so executed shall be deemed
to  be  an  original,  but all such counterparts  shall  together
constitute but one and the same instrument.

7.   Recitals.

           The  recitals contained herein shall be taken  as  the
statements   of   the   Company  and  the  Trustee   assumes   no
responsibility  for  their correctness.   The  Trustee  makes  no
representations  as  to  the  validity  or  sufficiency  of  this
Supplemental Indenture.

                        ARTICLE TWO

              CREATION AND AUTHORIZATION OF SERIES

1.   Designation of Series of Security.

           There  is hereby created and authorized the series  of
Notes  entitled  the "7.25% Senior Notes Due October  15,  2006",
which  shall be a closed series limited to $250,000,000 aggregate
Principal  Amount (except for Notes authenticated  and  delivered
upon  registration of transfer of, or in exchange for, or in lieu
of,  other Notes of this series pursuant to Sections 2.08,  2.09,
2.12   and   3.06  of  the  Indenture).   The  Notes   shall   be
substantially in the form set forth in the fifth recital of  this
Supplemental Indenture.

                         ARTICLE THREE

             AMENDMENTS TO PROVISIONS OF INDENTURE

1.        Definitions.

           Section  1.01  of the Indenture is hereby  amended  by
adding  the following definitions in the appropriate alphabetical
order:

           "Adjusted  Treasury Rate" means, with respect  to  any
redemption  date,  the  rate per annum equal  to  the  semiannual
equivalent  yield to maturity of the Comparable  Treasury  Issue,
assuming a price for the Comparable Treasury Issue (expressed  as
a  percentage  of its principal amount) equal to  the  Comparable
Treasury Price for such redemption date, plus 0.15%.

           "Attributable  Value"  in  respect  of  any  sale  and
leaseback transaction means, as of the time of determination, the
total  obligation (discounted to present value  at  the  rate  of
interest   specified  by  the  terms  of  the  Notes   compounded
semiannually)  of  the  lessee for rental  payments  (other  than
amounts required to be paid on account of property taxes as  well
as  maintenance, repairs, insurance, water rates and other  items
which do not constitute payments for property rights) during  the
remaining portion of the base term of the lease included in  such
sale and leaseback transaction.
                                14
<PAGE>
           "Comparable  Treasury Issue" means the  United  States
Treasury  security  selected by a Quotation  Agent  as  having  a
maturity  comparable to the remaining term of  the  Notes  to  be
redeemed that would be utilized, at the time of selection and  in
accordance  with  customary financial practice,  in  pricing  new
issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.

           "Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices  for
the  Comparable  Treasury Issue (expressed  in  each  case  as  a
percentage  of  its principal amount) on the third  Business  Day
preceding  such  redemption  date, as  set  forth  in  the  daily
statistical release (or any successor release) published  by  the
Federal  Reserve  Bank  of  New York  and  designated  "Composite
3:30  p.m. Quotations for U.S. Government Securities" or (ii)  if
such  release (or any successor release) is not published or does
not contain such prices on such Business Day, (A) the average  of
the  Reference  Treasury Dealer Quotations  for  such  redemption
date,  after  excluding  the highest and  lowest  such  Reference
Treasury  Dealer Quotations or (B) if the Trustee  obtains  fewer
than three such Reference Treasury Dealer Quotations, the average
of all such Quotations.

          "Consolidated Net Tangible Assets" of the Company means
the  aggregate  amount  of assets (less applicable  reserves  and
other  properly deductible items) after deducting  therefrom  (a)
all  current  liabilities (excluding any Indebtedness  for  money
borrowed  having a maturity of less than 12 months from the  date
of  the most recent consolidated balance sheet of the Company but
which  by  its terms is renewable or extendable beyond 12  months
from  such  date  at  the  option of the borrower)  and  (b)  all
goodwill,  trade  names, patents, unamortized debt  discount  and
expense and any other like intangibles, all as set forth  on  the
most  recent  consolidated  balance  sheet  of  the  Company  and
computed   in  accordance  with  generally  accepted   accounting
principles.

           "Lien"  means, with respect to any property or assets,
any mortgage or deed of trust, pledge, hypothecation, assignment,
security   interest,   lien,  encumbrance   or   other   security
arrangement  of any kind or nature whatsoever on or with  respect
to  such  property or assets (including any conditional  sale  or
other  title  retention agreement having substantially  the  same
economic effect as any of the foregoing).

           "Principal  Property" means any real property  of  the
Company or any of its subsidiaries, and any equipment located  at
or comprising a part of any such real property, having a net book
value,  as of the date of determination, in excess of the greater
of  $25 million and 5% of Consolidated Net Tangible Assets of the
Company.

           "Quotation Agent" means one of the Reference  Treasury
Dealers  appointed  by  the Trustee after consultation  with  the
Company.
                                15
<PAGE>
           "Reference  Treasury Dealer" means  each  of  Goldman,
Sachs  & Co. and CS First Boston Corporation and their respective
successors; provided, however, that if any of the foregoing shall
cease  to be a primary U.S. Government securities dealer  in  New
York  City  (a  "Primary  Treasury Dealer"),  the  Company  shall
substitute  therefor  another Primary Treasury  Dealer;  and  any
other  Primary  Treasury Dealer selected  by  the  Trustee  after
consultation with the Company.

           "Reference  Treasury  Dealer Quotations"  means,  with
respect  to  each  Reference Treasury Dealer and  any  redemption
date,  the average, as determined by the Trustee, of the bid  and
asked prices for the Comparable Treasury Issue (expressed in each
case  as  a percentage of its principal amount) quoted in writing
to  the Trustee by such Reference Treasury Dealer at 5:00 p.m. on
the third Business Day preceding such redemption date.

2.        Redemption and Offer to Purchase.

           Section  3.05 of the Indenture is hereby  amended  and
restated in its entirety as follows:

Section 3.05.  Deposit of Redemption Price.

           Prior to or on the redemption date, the Company  shall
deposit with the Paying Agent for the Notes (or if the Company or
a  subsidiary or an Affiliate of the Company is the Paying Agent,
shall  segregate and hold in trust) money sufficient to  pay  the
redemption price of, and (except if the redemption date shall  be
an  interest payment date) accrued interest on, all Notes  to  be
redeemed  on  that  date other than Notes or  portions  of  Notes
called for redemption which prior thereto have been delivered  by
the  Company to the Trustee for cancellation.  If such  money  is
then  held by the Company or a subsidiary or an Affiliate of  the
Company  in trust and is not required for such purpose, it  shall
be discharged from such trust.

3.        Optional Redemption.

          The Indenture is hereby amended by adding a new Section
3.08 as follows:

Section 3.08.  Optional Redemption.

           The Notes are redeemable, in whole or in part, at  the
option of the Company at any time at a redemption price equal  to
the  greater  of  (i) 100% of the Principal Amount  of  Notes  so
redeemed or (ii) as determined by a Quotation Agent, the  sum  of
the  present  values  of  the  remaining  scheduled  payments  of
Principal and interest thereon discounted to the redemption  date
on  a  semiannual  basis (assuming a 360-day year  consisting  of
twelve  30-day  months) at the Adjusted Treasury Rate,  plus,  in
each case, accrued interest thereon to the redemption date.

4.        Limitation on Liens.

          The Indenture is hereby amended by adding a new Section
4.08 as follows:
                               16
<PAGE>
Section 4.08.  Limitation on Liens.

            The  Company  will  not,  and  will  not  permit  any
subsidiary  to,  create, incur, issue, assume  or  guarantee  any
Indebtedness of the Company or any subsidiary secured by  a  Lien
upon  any Principal Property, or upon shares of capital stock  or
evidences of Indebtedness issued by any subsidiary which owns  or
leases a Principal Property and which are owned by the Company or
any  subsidiary  (whether  such  Principal  Property,  shares  or
evidences of Indebtedness are now owned or are hereafter acquired
by the Company), without making effective provision to secure all
of  the  Notes then outstanding by such Lien, equally and ratably
with  (or  prior  to)  any  and  all other  Indebtedness  thereby
secured, so long as such Indebtedness shall be so secured.

           The  foregoing restrictions shall not apply,  however,
to:   (a) Liens existing on the date of original issuance of  the
Notes;  (b)  Liens affecting property of a corporation  or  other
entity  existing  at  the time it becomes  a  subsidiary  of  the
Company or at the time it is merged into or consolidated with the
Company  or  a subsidiary of the Company; (c) Liens  on  property
existing at the time of acquisition thereof or incurred to secure
payment  of  all or a part of the purchase price  thereof  or  to
secure  Indebtedness incurred prior to, at the time of, or within
24  months after the acquisition for the purpose of financing all
or  part of the purchase price thereof; (d) Liens on any property
to secure all or part of the cost of improvements or construction
thereon  or  Indebtedness  incurred to  provide  funds  for  such
purpose  in  a  principal amount not exceeding the cost  of  such
improvements or construction; (e) Liens which secure Indebtedness
owing by a subsidiary of the Company to the Company or to another
subsidiary of the Company; (f) purchase money security  Liens  on
personal  property;  (g) Liens to secure  Indebtedness  of  joint
ventures in which the Company or a subsidiary has an interest, to
the  extent  such Liens are solely on property or assets  of,  or
equity  interests in, such joint ventures; (h) Liens in favor  of
the  United  States  of  America or any  State  thereof,  or  any
department,  agency  or instrumentality or political  subdivision
thereof,  to secure partial, progress, advance or other payments;
and  (i) any extension, renewal, replacement or refunding of  any
Lien  referred  to  in  the foregoing clauses  (a)  through  (h),
provided,  however,  that  the  aggregate  principal  amount   of
Indebtedness secured thereby and not otherwise authorized by  the
foregoing clauses shall not exceed the aggregate principal amount
of  Indebtedness, plus any premium or fee payable  in  connection
with  any  such extension, renewal, replacement or refunding,  so
secured  at  the time of such extension, renewal, replacement  or
refunding.

           Notwithstanding  the foregoing, the  Company  and  its
subsidiaries  may  create,  incur,  issue,  assume  or  guarantee
Indebtedness  secured  by  Liens  without  equally  and   ratably
securing  the Notes then outstanding, provided, that at the  time
of  such creation, incurrence, issuance, assumption or guarantee,
after  giving  effect  thereto  and  to  the  retirement  of  any
Indebtedness  which is concurrently being retired, the  aggregate
amount  of  all  outstanding Indebtedness  secured  by  Liens  so
incurred  (other  than  those Liens permitted  by  the  preceding
                               17
<PAGE>
paragraph), together with all outstanding Attributable  Value  of
all  sale  and  leaseback  transactions  permitted  by  the  last
paragraph   of  Section  4.09,  does  not  exceed  15%   of   the
Consolidated Net Tangible Assets of the Company.

5.        Limitation on Sale and Leaseback Transactions.

          The Indenture is hereby amended by adding a new Section
4.09 as follows:

Section 4.09.  Limitation on Sale and Leaseback Transactions.

            The  Company  will  not,  and  will  not  permit  any
subsidiary  to,  enter  into any sale and  leaseback  transaction
involving  any  Principal Property unless  the  Company  or  such
subsidiary shall apply, or cause to be applied, to the retirement
of  its secured debt within 120 days after the effective date  of
the  sale and leaseback transaction, an amount not less than  the
greater  of  (i)  the net proceeds of the sale of  the  Principal
Property  leased pursuant to such arrangement or  (ii)  the  fair
market   value  of  the  Principal  Property  so  leased.    This
restriction  will  not apply to a sale and leaseback  transaction
involving  the taking back of a lease for a period of  less  than
three years.

           Notwithstanding  the foregoing,  the  Company  or  any
subsidiary  may  enter  into  a sale and  leaseback  transaction,
provided,  that  at  the time of such transaction,  after  giving
effect thereto, the Attributable Value thereof, together with all
Indebtedness secured by Liens permitted pursuant to Section  4.08
(other  than  those  Liens permitted by the second  paragraph  of
Section  4.08, and other than the Attributable Value of the  sale
and  leaseback transactions permitted by the preceding paragraph)
does  not  exceed 15% of the Consolidated Net Tangible Assets  of
the Company.

6.        Successor Corporation and Assignment.

           Section  5.01 of the Indenture is hereby  amended  and
restated in its entirety as follows:

Section 5.01.  When the Company May Merge, etc.

           The  Company  shall not consolidate or merge  with  or
into,  or  sell,  lease, convey or otherwise dispose  of  all  or
substantially all of its assets to, another person unless:

                (1)   the person formed by or surviving any  such
     consolidation or merger (if other than the Company),  or  to
     which   such  disposition  shall  have  been  made,   is   a
     corporation  organized and existing under the  laws  of  the
     United  States  or  any State thereof  or  the  District  of
     Columbia;

                (2)   the person formed by or surviving any  such
     consolidation or merger (if other than the Company),  or  to
     which  such  disposition shall have been  made,  assumes  by
     supplemental indenture all of the obligations of the Company
     under the Notes and this Indenture;
                                18
<PAGE>
                (3)  immediately after the transaction no Default
     or Event of Default exists; and

                (4)  if, as a result of the transaction, property
     of the Company would become subject to a Lien that would not
     be  permitted  under  the limitation on Liens  contained  in
     Section  4.08,  the  Company takes such steps  as  shall  be
     necessary to secure the Notes equally and ratably  with  (or
     prior to) the Indebtedness secured by such Lien.

The  Company shall deliver to the Trustee for the Notes prior  to
the   consummation  of  the  proposed  transaction  an  Officers'
Certificate  to  the foregoing effect and an Opinion  of  Counsel
stating  that  the  proposed transaction  and  such  supplemental
indenture comply with the provisions of this Indenture applicable
to the Notes.

7.        Events of Default.

           Section  6.01 of the Indenture is hereby  amended  and
restated in its entirety as follows:

Section 6.01.  Events of Default.

           An "Event of Default" occurs with respect to the Notes
in the event of any one of the following:

           (1)   failure  of the Company to pay (whether  or  not
prohibited  by  applicable  subordination  provisions,  if  any),
interest for 30 days on, or the Principal when due of, any Notes;

           (2)  failure of the Company to comply with any of  its
other  agreements or covenants contained in the Notes or in  this
Indenture  and applicable to the Notes, and continuance  of  such
Default for the period and after the notice specified below;

           (3)   failure to pay when due (after applicable  grace
periods  as provided in any applicable instrument governing  such
Indebtedness)   the  principal  of,  or  acceleration   of,   any
Indebtedness  for  money  borrowed  by  the  Company  having   an
aggregate  principal  amount  outstanding  equal  to   at   least
$25,000,000,  if  such Indebtedness is not  discharged,  or  such
acceleration is not annulled, and the Default continues  for  the
period and after the notice specified below;

           (4)   entry of final judgments against the Company  or
any  subsidiary  or  subsidiaries of  the  Company  which  remain
undischarged for a period of 60 days, provided that the aggregate
of  all  such  judgments  exceeds  $25,000,000  and  the  Default
continues for the period and after the notice specified below;

           (5)  the Company, pursuant to or within the meaning of
any Bankruptcy Law:

               (A)  commences a voluntary case,

               (B)  consents to the entry of an order for relief
     against it in an involuntary case,
                                19
<PAGE>
               (C)  consents to the appointment of a Custodian of
     it or for all or substantially all of its property,

               (D)  makes a general assignment for the benefit of
     its creditors, or

               (E)  admits in writing its inability generally to
     pay its debts as the same become due;

           (6)  a court of competent jurisdiction enters an order
or decree under any Bankruptcy Law that:

                (A)   is  for relief against the Company  or  any
     Material Subsidiary of the Company in an involuntary case,

                (B)  appoints a Custodian of the Company for  all
     or  substantially all of the property of the Company or  any
     Material Subsidiary of the Company, or

                (C)   orders the liquidation of the Company,  and
     the  order or decree remains unstayed and in effect  for  60
     days; or

           (7)   a revocation, suspension or involuntary loss  of
any  Gaming License by the Company or a subsidiary of the Company
(after  the same shall have been obtained) which results  in  the
cessation  of  operation of the business at a Principal  Property
for a period of more than 90 consecutive days.

           The  term "Bankruptcy Law" means any Federal or  State
bankruptcy, insolvency, reorganization or other similar law.  The
term   "Custodian"   means  any  receiver,   trustee,   assignee,
liquidator or similar official under any Bankruptcy Law.

           A Default under clause (2) (other than a Default under
Section  4.05, 4.07 or 5.01, each of which Default  shall  be  an
Event  of Default without the notice or passage of time specified
in  this  paragraph) is not an Event of Default until the Trustee
or  the Holders of at least 25% in Principal Amount of the  Notes
then  outstanding  notify the Company  of  the  Default  and  the
Company  does  not cure the Default or cause the  Default  to  be
cured  within  30 days after receipt of the notice.   The  notice
must  specify the Default, demand that it be remedied  and  state
that the notice is a "Notice of Default."

           A  Default under clause (3) is not an Event of Default
until  the  Trustee or the Holders of at least 25%  in  Principal
Amount  of the Notes then outstanding notify the Company  of  the
Default  and the Company has not caused such Default to be  cured
or waived or such acceleration to be rescinded or annulled within
30 days after receipt of the notice.  The notice must specify the
Default,  demand that it be rescinded or annulled and state  that
the notice is a "Notice of Default."

           A  Default under clause (4) is not an Event of Default
until  the  Trustee or the Holders of at least 25%  in  Principal
Amount  of the Notes then outstanding notify the Company  of  the
Default  and the Company does not cure the Default or  cause  the
Default  to be cured within 60 days after receipt of the  notice.
                               20
<PAGE>
The  notice must specify the Default, demand that it be  remedied
and state that the notice is a "Notice of Default."

           In  the case of any Event of Default pursuant  to  the
provisions  of  this Section 6.01 occurring with respect  to  the
Notes by reason of any willful action (or inaction) taken (or not
taken)  by  or  on  behalf of the Company with the  intention  of
avoiding payment of the premium which the Company would have  had
to  pay if the Company then had elected optionally to redeem  the
Notes,  an equivalent premium (or, in the event that the  Company
would  not  be permitted to redeem the Notes optionally  on  such
date,  the premium payable on the first date thereafter on  which
such  redemption would be permissible) shall also become  and  be
immediately  due  and payable with respect to the  Notes  to  the
extent  permitted by law, anything in this Indenture  or  in  the
Notes contained to the contrary notwithstanding.
                      
                   [Signature page to follow]

           IN  WITNESS WHEREOF, the Company and the Trustee  have
executed this Supplemental Indenture and have caused their  names
to  be signed hereto by their respective officers thereunto  duly
authorized, all as of the day and year first above written.

Dated:  As of October 15, 1996     MIRAGE RESORTS, INCORPORATED

                                   By:  STEPHEN A. WYNN
                                        _________________________
                                        Stephen A. Wynn
                                        Chairman of the Board,
                                        President and Chief 
                                        Executive Officer

Attest:      
      BRUCE A. LEVIN
      ______________
      Bruce A. Levin
      Assistant Secretary
                                   By:  DANIEL R. LEE
                                        _________________________
                                       Daniel R. Lee
                                       Senior Vice President-
                                       Finance and Development,   
                                       Chief Financial
                                       Officer and Treasurer

                                   (SEAL)
                              
Dated:  As of October 15, 1996     FIRSTAR BANK OF MINNESOTA, N.A.
                                    

                                   By:  FRANK P. LESLIE
                                        __________________________
                                        Frank P. Leslie
                                        Vice President

Attest:                            (SEAL)
          LAURA B. PEARSON
          ________________
Name:     Laura B. Pearson
Title:    Vice President
                                
                                21