AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AGREEMENT


         This Amendment No. 4 (this "Amendment") to Amended and Restated
Loan Agreement, dated as of June 29, 1999 is entered into with reference
to the Amended and Restated Loan  Agreement  dated  as  of March 7, 1997
(as heretofore amended by  an  Amendment No. 1 dated as of September 19,
1997, an Amendment No. 2 dated as of June 19, 1998, and an Amendment No.
3 dated  as of  December 17,  1998, the  "Loan  Agreement") among Mirage
Resorts, Incorporated, a Nevada corporation ("Borrower"), the Banks, Co-
Arrangers,  Co-Agents  and Documentation Agent referred to therein,  and
Bank  of America  National Trust and Savings Association, as Administra-
tive Agent. Capitalized terms used herein are used with the meanings set
forth  for  those  terms  in  the  Loan  Agreement.   Borrower  and  the
Administrative Agent  (acting  with  the consent of the Requisite Banks)
agree as follows:

     1. Calculation of Leverage Ratio for Fiscal Quarter Ending June 30,
     1999.   It  is  agreed  that  for  the  purposes of calculating the
     Leverage Ratio as of June 30, 1999 only, the definition of Leverage
     Ratio shall be as follows (deleting the requirement,  in respect of
     that Fiscal Quarter only, that the  numerator  be  the  average  of
     Total Debt as of the last day of  each of the three calendar months
     comprising the Fiscal Quarter then ending):

        "'Leverage  Ratio'  means,  as  of  the  last day of each Fiscal
        Quarter, the ratio of (a) Total Debt to (b)  Annualized Adjusted
        EBITDA, as such ratio is set forth in the most recent Compliance
        Certificate delivered by Borrower pursuant to Section 7.2."

     2. Condition Precedent.   The effectiveness of this Amendment shall
     be conditioned upon the receipt  by  the  Administrative  Agent  of
     written consents hereto executed by the Requisite Banks.

     3. Representations and Warranties. Borrower represents and warrants
     to the Administrative Agent and the Banks that,  as  of the date of
     this  Amendment,  no  Default  or Event of Default has occurred and
     remains continuing.

     4. Agreement Regarding Incremental Margin. Borrower agrees that the
     applicability  (or  non-applicability)  of  the  Incremental Margin
     shall  be  determined  on  the basis of the Leverage Ratio (and its
     component definitions) as set forth in  the Loan Agreement prior to
     and without giving effect to the  amendment  thereto  set  forth in
     this Amendment.

                                 -1-

                             EXHIBIT 10.5
<PAGE>
     5. Confirmation.    In  all  other  respects, the terms of the Loan
     Agreement and the other Loan Documents are hereby confirmed.

     IN  WITNESS  WHEREOF,  Borrower  and  the Administrative Agent have
executed this Amendment as of the date first written above by their duly
authorized representatives.


                             MIRAGE RESORTS, INCORPORATED


                             By:  DANIEL R. LEE
                                  --------------------------------------
                                  Daniel R. Lee,
                                  Chief Financial Officer

                                  BANK OF AMERICA NATIONAL TRUST AND
                                  SAVINGS ASSOCIATION, as Administrative

                             Agent

                             By:  JANICE HAMMOND
                                  --------------------------------------
                                  Janice Hammond, Vice President

                                 -2-