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 June 30, 1997

                                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, 178,811,461 shares outstanding as
of August 13, 1997.
<PAGE>
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The unaudited condensed consolidated financial information as  of
June 30, 1997 and for the three-month and six-month periods ended
June 30, 1997 and  1996 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  June  30,  1997,  and  the
related condensed  consolidated  statements  of  income  for  the
three-month and six-month  periods ended June  30, 1997 and  1996
and the related condensed  consolidated statements of cash  flows
for the six-month periods ended June  30, 1997 and 1996.    These
condensed   consolidated    financial    statements    are    the
responsibility of the Company's management.

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

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

We have previously audited, in accordance with generally accepted
auditing standards,  the consolidated  balance sheet  of   Mirage
Resorts, Incorporated and subsidiaries  as of December 31,  1996,
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 March 7, 1997, 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, 1996, 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
August 11, 1997


                                2
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED                                           MIRAGE RESORTS, INCORPORATED
BALANCE SHEETS
---------------------------------------------------------------------------------------------
                                                               At June 30,    At December 31,
                                                                      1997               1996
---------------------------------------------------------------------------------------------
(In thousands)                                                 (Unaudited)
<S>                                                             <C>                <C>
ASSETS

Current assets
  Cash and cash equivalents                                     $   88,268         $   81,908
  Receivables, net of allowance for doubtful accounts
    of $43,684 and $38,674                                          67,526             70,196
  Inventories                                                       26,668             27,554
  Prepaid expenses and other                                        49,962             56,625
---------------------------------------------------------------------------------------------
          Total current assets                                     232,424            236,283
Property and equipment, net of accumulated depreciation
  of $594,623 and $551,955                                       2,026,246          1,685,689
Other assets, net                                                  324,884            221,518
---------------------------------------------------------------------------------------------
                                                                $2,583,554         $2,143,490
=============================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                              $  103,169         $  120,294
  Accrued expenses                                                  90,399             97,718
  Current maturities of long-term debt                                 160                453
---------------------------------------------------------------------------------------------
          Total current liabilities                                193,728            218,465
Long-term debt, net of current maturities                          823,544            468,140
Other liabilities, including deferred income taxes of
  $152,960 and $155,076                                            165,288            166,002
---------------------------------------------------------------------------------------------
          Total liabilities                                      1,182,560            852,607
---------------------------------------------------------------------------------------------

Commitments and contingencies

Stockholders' equity
  Common stock:  178,773 and 178,336 shares outstanding                940                940
  Additional paid-in capital                                       730,534            725,240
  Retained earnings                                                959,580            856,215
  Treasury stock, at cost:  56,375 and 56,812 shares              (290,060)          (291,512)
---------------------------------------------------------------------------------------------
          Total stockholders' equity                             1,400,994          1,290,883
---------------------------------------------------------------------------------------------
                                                                $2,583,554         $2,143,490
=============================================================================================
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
                                              3
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED                                           MIRAGE RESORTS, INCORPORATED
STATEMENTS OF INCOME (UNAUDITED)
---------------------------------------------------------------------------------------------
                                                   Three Months              Six Months
                                              ---------------------     ---------------------
For the periods ended June 30                   1997         1996         1997         1996
---------------------------------------------------------------------------------------------
(In thousands, except per share amounts)
<S>                                           <C>          <C>          <C>          <C>
Gross revenues                                $373,757     $343,183     $768,156     $751,851
Less - promotional allowances                  (29,396)     (30,531)     (61,756)     (64,991)
---------------------------------------------------------------------------------------------
                                               344,361      312,652      706,400      686,860
---------------------------------------------------------------------------------------------
Costs and expenses
  Casino-hotel operations                      198,847      187,548      401,765      395,800
  General and administrative                    39,956       37,484       78,372       75,474
  Depreciation and amortization                 22,018       22,223       43,374       44,366
  Corporate expense                              6,703        6,079       15,315       13,778
---------------------------------------------------------------------------------------------
                                               267,524      253,334      538,826      529,418
---------------------------------------------------------------------------------------------
Operating income                                76,837       59,318      167,574      157,442
---------------------------------------------------------------------------------------------
Other income (expense)
  Interest cost                                (14,477)      (6,501)     (27,203)     (13,221)
  Interest capitalized                          11,934        5,905       21,499        9,929
  Other, including interest income               1,364        4,341        1,508       11,418
---------------------------------------------------------------------------------------------
                                                (1,179)       3,745       (4,196)       8,126
---------------------------------------------------------------------------------------------
Income before income taxes and                        
  extraordinary item                            75,658       63,063      163,378      165,568
Provision for income taxes                      26,757       22,464       57,788       60,382
---------------------------------------------------------------------------------------------
Income before extraordinary item                48,901       40,599      105,590      105,186
Extraordinary item - loss on early
  retirement of debt, net of applicable
  income tax benefit                                 -            -       (2,225)           -
---------------------------------------------------------------------------------------------
Net income                                    $ 48,901     $ 40,599     $103,365     $105,186
=============================================================================================
Income per share of common stock
  Income before extraordinary item            $   0.26     $   0.21     $   0.55     $   0.54
  Extraordinary item - loss on early
    retirement of debt, net of applicable
    income tax benefit                               -            -        (0.01)           -
---------------------------------------------------------------------------------------------
Net income per share of common stock          $   0.26     $   0.21     $   0.54     $   0.54
=============================================================================================
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
                                              4
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED                                               MIRAGE RESORTS, INCORPORATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
-------------------------------------------------------------------------------------------------
Six months ended June 30                                                       1997          1996
-------------------------------------------------------------------------------------------------
(In thousands)
<S>                                                                       <C>           <C>
Cash flows from operating activities
  Net income                                                              $ 103,365     $ 105,186
  Adjustments to reconcile net income to net cash provided
    by operating activities
      Provision for losses on receivables                                     7,284         9,860
      Depreciation and amortization of property and equipment,
        including amounts reported as corporate expense                      47,312        47,291
      Equity in (undistributed earnings) loss of Monte Carlo                (16,160)        5,168
      Gain on sale of investment in Casino Iguazu                                 -        (8,006)
      Amortization of debt discount and issuance costs                        7,289         7,070
      Loss on early retirement of debt                                        3,422             -
      Changes in working capital pertaining to operating activities
        (Increase) decrease in receivables and other current assets           4,681        (4,940)
        Decrease in trade accounts payable and accrued expenses             (43,962)      (31,234)
      Other                                                                  (5,563)          301
-------------------------------------------------------------------------------------------------
               Net cash provided by operating activities                    107,668       130,696      
-------------------------------------------------------------------------------------------------

Cash flows from investing activities
  Capital expenditures                                                     (391,731)     (113,607)
  Increase in construction payables                                          19,518         8,440
  Joint venture and other equity investments                                   (526)      (23,513)
  Proceeds from sale of investment in Casino Iguazu                               -        12,500
  Proceeds from sale of other equity investments                                  -        18,127
  Acquisition of fine art inventory                                         (69,671)            -
  Other                                                                     (11,774)       (4,235)
-------------------------------------------------------------------------------------------------
               Net cash used for investing activities                      (454,184)     (102,288)
-------------------------------------------------------------------------------------------------

Cash flows from financing activities
  Net increase (decrease) in bank credit facility and commercial            
    paper borrowings                                                        348,915       (41,882)
  Exercise of common stock options, including related income 
    tax benefit                                                               5,546        14,227
  Other                                                                      (1,585)         (329)
-------------------------------------------------------------------------------------------------
               Net cash provided by (used for) financing activities         352,876       (27,984)
-------------------------------------------------------------------------------------------------

Cash and cash equivalents
  Increase for the period                                                     6,360           424
  Balance, beginning of period                                               81,908        48,026
-------------------------------------------------------------------------------------------------
  Balance, end of period                                                  $  88,268     $  48,450
=================================================================================================
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
                                              5 
<PAGE>
NOTES TO CONDENSED CONSOLIDATED      MIRAGE RESORTS, INCORPORATED
FINANCIAL STATEMENTS (UNAUDITED)
-----------------------------------------------------------------

NOTE 1 - COMPANY DESCRIPTION AND BASIS OF PRESENTATION

Mirage  Resorts,  Incorporated  (the  "Company"),  through wholly
owned  subsidiaries, owns  and operates some of the most success-
ful  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  Monte
Carlo  Resort  &  Casino ("Monte  Carlo"), which  opened June 21, 
1996 on the Las Vegas Strip.

The Company is currently constructing two additional wholly owned
hotel-casino resorts.    Bellagio, an  elegant  3,005-guest  room
luxury resort, is  being constructed on  approximately 118  acres
adjacent to Monte Carlo on the  Las Vegas Strip.  Beau Rivage,  a
luxurious  1,780-guest   room   beachfront   resort,   is   being
constructed on  approximately 21  acres in  Biloxi,  Mississippi.
Both resorts are scheduled to be completed in 1998 - Bellagio  in
the third quarter and Beau Rivage in the fourth quarter.

The accompanying condensed consolidated financial statements have
been  prepared  in  accordance   with  the  accounting   policies
described in the Company's 1996 Annual  Report on Form 10-K  (the
"1996 Annual Report") and should  be  read  in  conjunction  with
the Notes to  Consolidated Financial Statements  which appear  in
that  report.    The  Condensed  Consolidated  Balance  Sheet  at
December 31,  1996  contained  herein was  derived  from  audited
financial  statements,  but  does  not  include  all  disclosures
included in the 1996 Annual Report and applicable under generally
accepted accounting principles.

In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary  for a fair  presentation
of the results for the interim  periods have been included.   The
results  for  the  1997  interim  periods  are  not   necessarily
indicative of expected results for the full year.

Certain   amounts in  the 1996  condensed consolidated  financial
statements have  been  reclassified  to  conform  with  the  1997
presentation.   These  reclassifications  had no  effect  on  the
Company's net income.

NOTE 2 - BANK CREDIT FACILITY AMENDMENT

On March 7, 1997, the Company's $1 billion revolving bank  credit
facility was amended to increase the total availability to  $1.75
billion and extend the maturity date from May 1999 to March 2002.
Under  certain  circumstances,  the   facility  can  be   further
increased  to  $2  billion.    The  amendment  also  reduced  the
Company's borrowing cost  and eliminated or  relaxed many of  the
bank facility's financial covenants.

                                6
<PAGE>
In many respects, the  amended bank facility  is tantamount to  a
new facility.  As a result, the Company wrote off the unamortized
up-front costs and fees associated  with the original $1  billion
facility, resulting in an  extraordinary charge of $2.2  million,
net of applicable income tax benefit of  $1.2 million.

NOTE 3 - ISSUANCE OF LONG-TERM DEBT

On August  5, 1997,  the Company  issued $200  million  principal
amount of 6 3/4%  unsecured notes due  August  1, 2007  and  $100
million  principal  amount  of 7 1/4%  unsecured  debentures  due
August 1, 2017.  The net proceeds  from the  offering of  approx-
imately $296.2 million are expected to be used to repay a portion
of the Company's outstanding bank credit  facility and commercial
paper borrowings.

                                7
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

COMPARISON OF OPERATING RESULTS FOR THE THREE-MONTH PERIODS ENDED
JUNE 30, 1997 AND 1996

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Three months ended June 30                                    1997            1996
----------------------------------------------------------------------------------
(Dollars in thousands, except per share and room rate amounts)
<S>                                                       <C>             <C>
Gross revenues
  The Mirage                                              $202,159        $178,381
  Treasure Island                                           97,890         100,379
  Golden Nugget                                             49,801          54,628
  Golden Nugget-Laughlin                                    15,155          14,963
----------------------------------------------------------------------------------
                                                           365,005         348,351
  Equity in earnings (loss) of Monte Carlo                   8,752          (5,168)
----------------------------------------------------------------------------------
                                                          $373,757        $343,183
----------------------------------------------------------------------------------

Net revenues
  The Mirage                                              $185,750        $161,195
  Treasure Island                                           90,999          93,202
  Golden Nugget                                             45,372          49,978
  Golden Nugget-Laughlin                                    13,488          13,445
----------------------------------------------------------------------------------
                                                           335,609         317,820
  Equity in earnings (loss) of Monte Carlo                   8,752          (5,168)
----------------------------------------------------------------------------------
                                                          $344,361        $312,652
----------------------------------------------------------------------------------

Operating profit
  The Mirage                                              $ 47,116        $ 35,442
  Treasure Island                                           19,670          22,510
  Golden Nugget                                              6,545          11,100
  Golden Nugget-Laughlin                                     1,457           1,513
----------------------------------------------------------------------------------
                                                            74,788          70,565
  Equity in earnings (loss) of Monte Carlo                   8,752          (5,168)
  Corporate expense                                         (6,703)         (6,079)
----------------------------------------------------------------------------------
                                                          $ 76,837        $ 59,318
----------------------------------------------------------------------------------

Operating margin (operating profit/net revenues)       
  The Mirage                                                 25.4%           22.0%
  Treasure Island                                            21.6%           24.2%
  Golden Nugget                                              14.4%           22.2%
  Golden Nugget-Laughlin                                     10.8%           11.3%
  Company-wide (before Monte Carlo and corporate expense)    22.3%           22.2%
----------------------------------------------------------------------------------
Net income                                                $ 48,901        $ 40,599
Net income per share                                      $   0.26        $   0.21
----------------------------------------------------------------------------------

Other information (excluding Monte Carlo)                    
  Company-wide table games win percentage                    20.1%           16.0%
  Company-wide occupancy of standard guest rooms             99.0%           99.6%
  Average standard guest room rate (a)                    $     95        $     92
----------------------------------------------------------------------------------
(a)  Cash rate (i.e., excluding complimentary accommodations) at the Company's
     Las Vegas hotels.
</TABLE>
                                        8
<PAGE>
The  Company reported  1997 second  quarter net  income of  $48.9
million, or  $0.26  per share,  a  20% increase  over  the  $40.6
million, or $0.21 per  share, reported in  the second quarter  of
1996.   The  Company  has now  achieved  year-over-year  earnings
increases in  13 of  the  past 14  quarters.   Revenues,  net  of
promotional allowances, totaled  $344.4 million,  an increase  of
10% over the $312.7 million reported in the 1996 second  quarter.
Operating income  grew  by 30%  to  $76.8 million,  versus  $59.3
million in the prior-year period.

The Company-wide  table  games  win percentage  during  the  1997
second  quarter  was  a  relatively  normal  20.1%,  versus   the
unusually low 16.0% recorded in the prior-year period.  The  1996
second quarter benefited from a $4.5 million gain on the sale  of
investment securities, but was impacted by a $5.6 million  charge
reflecting the Company's share of Monte Carlo's preopening costs.
There were no such non-recurring items in the 1997 quarter.

The  1997  second  quarter  results  were  achieved  against  the
backdrop of  increased  competition  in  the  Las  Vegas  market.
According to  the Las  Vegas Convention  and Visitors  Authority,
during the period  January through May  1997, the  number of  Las
Vegas visitors  rose  by  approximately 5%  over  the  same  1996
period.  Meanwhile, the  number of available  guest rooms in  Las
Vegas increased by almost 12%.  As a result, city-wide hotel room
occupancy rates declined. Management  believes that  this   trend
continued during June.

The  Company, however,  focuses on operating superior, "must see"
properties and has been less affected by the city-wide trend.  In
the  1997  second  quarter,  Company-wide  standard  guest   room
occupancy remained very  high (99.0%,  versus 99.6%  in the  1996
second quarter)  and  the  average  standard  room  rate  at  the
Company's Las Vegas hotels  rose to $95, compared  to $92 in  the
prior-year period.

The earnings improvement during the  1997 second quarter was  led
by the Company's  flagship resort, The  Mirage, which achieved  a
$24.6 million,  or 15%,  increase in  net revenues  and an  $11.7
million, or 33%, increase in  operating income.  Casino  revenues
at The Mirage increased  by 24%, as a  result of higher  activity
levels and an increase  in the table games  win percentage.   The
Mirage's net non-casino  revenues rose by  6%, reflecting  stable
hotel room occupancy, higher average room rates and the continued
success of Siegfried & Roy.

Treasure  Island  performed  well  during  the  quarter,   amidst
competitive market conditions and  ongoing construction of a  new
hotel  lobby  and  other  amenities.   Its net  revenues of $91.0
million and operating income of $19.7  million  during  the  1997
second quarter nearly equaled the strong $93.2 million and  $22.5
million  reported  in  the  1996  second  quarter.   The  ongoing
construction has temporarily reduced  the number of slot machines
offered at Treasure Island, with an average  of  approximately 6%  
                                
                               9
<PAGE>
fewer  slot  machines  available  for play compared with the 1996
period.  This contributed to a 7% decline in casino revenues. Net
non-casino  revenues  were  up  slightly  over  the  1996  second
quarter,  primarily  resulting  from  an increase  in the average
ticket price for Mystere.   Room   revenues  also  showed a small
improvement,  reflecting  stable  occupancy and a higher  average
room rate.  The new  hotel lobby  opened in  early August  and is
scheduled to be  followed  by a new  Italian restaurant and other
new features in the third and fourth quarters.

The downtown Las Vegas market  has been particularly impacted  by
the additional competition on the Las Vegas Strip.  Net  revenues
and operating  income at  the Golden  Nugget  were each  down  by
approximately $4.6 million  versus the 1996  second quarter.  The
Golden  Nugget  has  also  been  impacted  during  1997  by   the
refurbishment of  its 1,382-room  south  hotel tower,  which  was
completed in late April.

During the 1997 second quarter, Monte Carlo produced net revenues
of $63.6 million and  operating income of  $19.3 million.   Monte
Carlo's 1997  second  quarter  operating  income  represents  its
highest quarterly  operating income  since  opening on  June  21,
1996.  After deducting net interest expense, this 50%-owned joint
venture resort contributed $8.8  million to the Company's  pretax
income during the 1997 quarter.

The Company's interest cost rose to $14.5 million in the quarter,
reflecting the ongoing construction of Bellagio and Beau  Rivage,
as well as borrowings for share repurchases completed principally
in the  second  half of  1996.   The  Company  capitalized  $11.9
million of  such interest  cost during  the quarter  relating  to
the construction in progress.

                               10
<PAGE>
COMPARISON OF OPERATING RESULTS FOR THE SIX-MONTH PERIODS ENDED
JUNE 30, 1997 AND 1996

FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Six months ended June 30                                         1997            1996
-------------------------------------------------------------------------------------
(Dollars in thousands, except per share and room rate amounts)
<S>                                                          <C>             <C>
Gross revenues
  The Mirage                                                 $419,161        $405,619
  Treasure Island                                             199,204         205,388
  Golden Nugget                                               102,578         114,309
  Golden Nugget-Laughlin                                       31,053          31,703
-------------------------------------------------------------------------------------
                                                              751,996         757,019
  Equity in earnings (loss) of Monte Carlo                     16,160          (5,168)
-------------------------------------------------------------------------------------
                                                             $768,156        $751,851
-------------------------------------------------------------------------------------

Net revenues
  The Mirage                                                 $384,424        $368,682
  Treasure Island                                             185,019         190,161
  Golden Nugget                                                93,120         104,646
  Golden Nugget-Laughlin                                       27,677          28,539
-------------------------------------------------------------------------------------
                                                              690,240         692,028
  Equity in earnings (loss) of Monte Carlo                     16,160          (5,168)
-------------------------------------------------------------------------------------
                                                             $706,400        $686,860
-------------------------------------------------------------------------------------

Operating profit
  The Mirage                                                 $106,252        $ 98,254
  Treasure Island                                              42,199          48,394
  Golden Nugget                                                14,814          25,561
  Golden Nugget-Laughlin                                        3,464           4,179
-------------------------------------------------------------------------------------
                                                              166,729         176,388
  Equity in earnings (loss) of Monte Carlo                     16,160          (5,168)
  Corporate expense                                           (15,315)        (13,778)
-------------------------------------------------------------------------------------
                                                             $167,574        $157,442
-------------------------------------------------------------------------------------

Operating margin (operating profit/net revenues)
  The Mirage                                                    27.6%           26.7%
  Treasure Island                                               22.8%           25.4%
  Golden Nugget                                                 15.9%           24.4%
  Golden Nugget-Laughlin                                        12.5%           14.6%
  Company-wide (before Monte Carlo and corporate expense)       24.2%           25.5%
-------------------------------------------------------------------------------------
Income before extraordinary item                             $105,590        $105,186
Net income                                                   $103,365        $105,186
-------------------------------------------------------------------------------------
Income per share before extraordinary item                   $   0.55        $   0.54
Net income per share                                         $   0.54        $   0.54
-------------------------------------------------------------------------------------

Other information (excluding Monte Carlo)
  Company-wide table games win percentage                       20.0%           19.0%
  Company-wide occupancy of standard guest rooms                99.2%           99.5%
  Average standard guest room rate (a)                       $     94        $     92
-------------------------------------------------------------------------------------
(a)  Cash rate (i.e., excluding complimentary accommodations) at the Company's 
     Las Vegas hotels.
</TABLE>
                                          11
<PAGE>
The Company's income before extraordinary item increased slightly
over  the  first half of  1996 to  $105.6  million,  or $0.55 per
share, versus $105.2 million, or $0.54 per share. After deducting
an extraordinary charge of $2.2  million,  or  $0.01  per  share,
associated with amending and increasing the Company's bank credit
facility, net income in  the 1997 period  was $103.4 million,  or
$0.54 per share.  There were  no extraordinary items recorded  in
the prior-year period.  Earnings in the 1996 period did, however,
include a non-recurring  gain of $8.0  million ($5.2 million,  or
$0.03 per  share, after  tax) associated  with  the sale  of  the
Company's interest in a small  casino located near Iguazu  Falls,
Argentina.  The 1997 period also included a non-recurring gain of
$3.6 million  ($2.4  million,  or $0.01  per  share,  after  tax)
related to the sale and exchange of land in Las Vegas.

The average standard room rate at the Company's wholly owned  Las
Vegas hotels increased over the 1996 six-month period and average
occupancy remained above 99%.  This is particularly notable given
the increase in city-wide room inventory.  The Company-wide table
games win  percentage  during  the first  half  of  1997  was  up
slightly over the prior-year period, 20.0% versus 19.0%.

The 1997 period benefited from an entire six months of operations
of Monte Carlo.   For the first six  months of 1997, Monte  Carlo
generated net revenues of $126.6 million and operating income  of
$37.8 million.   After  deducting net  interest expense  and  the
joint venture partner's 50% share, Monte Carlo contributed  $16.2
million to the Company's pretax income  during the first half  of
1997.  Monte  Carlo was  open for only  10 days  during the  1996
period, and  the write-off  of  the facility's  preopening  costs
resulted in a $5.2 million charge to the Company's pretax income.

The Mirage achieved strong earnings improvement during the  first
six months of 1997.  Net  revenues grew by $15.7 million, or  4%,
and operating  income increased  by $8.0  million,  or 8%.    The
improvement in revenues was broadly distributed.  Casino revenues
grew by $7.1 million,  or 3%, principally due  to an increase  in
the table games win percentage. Entertainment revenues  increased
by 8% over the 1996 period, reflecting additional performances by
Siegfried & Roy  as well  as an  increase in  the average  ticket
price for the  show.  Food  and beverage and  room revenues  also
increased over the prior-year period.

The construction disruptions and additional competition discussed
previously impacted operations at Treasure Island and the  Golden
Nugget throughout the first six months of 1997.  The decrease  in
net revenues and operating income at Treasure Island  principally
reflects a 10% decline in slot  revenues.  Treasure Island's  net
non-casino  revenues  increased  slightly  over  the   prior-year
period, primarily  reflecting  a  7%  increase  in  entertainment
revenues resulting from an increase  in the average ticket  price
for Mystere.   Room  revenues at  Treasure Island  also showed  a
small  improvement,  reflecting  stable  occupancy  at  a  higher
average daily room rate.   Standard guest  room occupancy was  in
excess of 99% during both six-month periods.

                               12
<PAGE>
Most of  the  additional  competition in  the  Las  Vegas  market
reflects additional capacity  on the  Strip.   This includes  the
early 1997 first quarter opening of a major new resort as well as
significant  room   additions  by   a  number   of  large   Strip
competitors.  The Golden Nugget, as mentioned,  was also impacted
by  the  refurbishment  of  its  south  tower  guest rooms, which
resulted in a 9% decline in  the number of available  room nights
in the first half of 1997. As a result, casino and net non-casino
revenues  at  the   Golden  Nugget   were  down   12%  and   10%,
respectively, versus the 1996 six-month period.

The  Laughlin  market  has  been  impacted  in  recent  years  by
additional competition from new casinos on Arizona and California
Indian  reservations,  as well as the  new resorts  in Las Vegas.
Operating  comparisons  at  the  Company's  small  Golden Nugget-
Laughlin  property, however, improved  in the  second  quarter as
compared to  previous  quarterly  comparisons.  Net revenues  and
operating income were nearly equal to  those of the 1996  period.
By comparison, net revenues and operating income during the first
quarter  were  down  6% and  25%,  respectively, versus the first
quarter of 1996.

The factors  discussed previously  in comparing  the  three-month
periods had  a  similar  effect on  the  Company's  net  interest
expense when comparing the six-month periods.

CAPITAL SPENDING, CAPITAL RESOURCES AND LIQUIDITY

The Company's capital spending  has increased significantly  with
the ongoing construction  of Bellagio and  Beau Rivage.   Capital
expenditures  during  the  first  half  of  1997  totaled  $391.7
million, versus $113.6  million during  the first  six months  of
1996.  Including land, capitalized interest and preopening costs,
Bellagio is expected to cost approximately $1.5 billion and  Beau
Rivage is expected to cost  approximately  $550 million.  Of such
amounts,  the  Company  had incurred  approximately $582  million
associated  with   Bellagio   and  approximately   $140   million
associated  with  Beau Rivage at  June 30, 1997.  During the 1997
six-month  period,  the Company  also  acquired $69.7 million  of
additional fine art for display and resale at Bellagio.

The Company's capital  spending will increase  further should  it
proceed  with   its  planned   development  of   a   casino-based
destination resort in Atlantic City, New Jersey.  The Company and
the City  of  Atlantic City  have  entered into  a  redevelopment
agreement providing for the City to  convey 150 acres located  in
the Marina area of Atlantic City  to the Company in exchange  for
the Company agreeing to develop a casino-based destination resort
on the site and undertaking  certain other obligations.   Closing
under the  agreement requires  the satisfaction  of a  number  of
conditions.  One  such condition is  the construction of  certain
major road improvements designed to improve access to the  Marina
area.  The Company has entered into a road development  agreement
with the New Jersey Department of Transportation and South Jersey

                               13
<PAGE>
Transportation Authority  with respect  to the  construction  and
joint funding of the road  improvements, although details of  the
funding have not been  finalized.  Selection  of a contractor  to
design and build  the road  improvements is  being determined  by
public bidding.   On July 8,  1997, bids were  submitted and  the
apparent low  bid was  within the  budget  provided in  the  road
development agreement.    On  May  2,  1997,  the  Company  filed
applications for various permits  necessary for development of  a
2,000-room hotel-casino that would occupy  a portion of the  150-
acre site.

The  required  permits   for  the  hotel-casino   and  the   road
improvement project have not yet been received.  The Company also
has not yet submitted its plans for the hotel-casino to potential
contractors.  Furthermore, an existing Atlantic City hotel-casino
operator and others  have filed  various lawsuits  which seek  to
prevent construction of the  road improvements and closing  under
the redevelopment agreement, thereby preventing the Company  from
developing a hotel-casino on the Marina site.  As a result of the
foregoing factors, there can  be no assurance  as to the  timing,
cost or  certainty of  construction by  the Company  in  Atlantic
City.

In addition to operating  cash flow, the  Company is funding  its
growing capital  expenditure requirements  utilizing bank  credit
facility and commercial paper borrowings.  On March 7, 1997,  the
availability under the Company's $1 billion bank credit  facility
was increased to $1.75 billion and the maturity date was extended
from May 1999 to March 2002.  On July 24, 1997, the Company  also
increased the  size of  its commercial  paper program  from  $350
million to $500  million.   During  the first  half  of 1997, the
excess  of capital  expenditure  requirements over the  Company's
operating cash  flow was funded by net bank  credit facility  and
commercial   paper   borrowings   of   $348.9   million,  leaving
approximately $1.4 billion available.

In response to recent declines in  interest rates and to  further
manage the mix of its fixed  and variable  rate debt  instruments
and  lengthen the term of its debt structure, on August  5, 1997,
the Company  issued  $200  million  principal  amount  of  6 3/4%
unsecured notes due  August  1, 2007  and $100 million  principal
amount of  7 1/4% unsecured  debentures due August 1, 2017. These
securities  represent the lowest cost fixed-rate debt ever issued
by  the  Company.    The   net  proceeds  from  the  offering  of
approximately $296.2 million are expected to  be used to repay  a
portion  of the  Company's  outstanding bank credit  facility and
commercial paper borrowings.

Management believes that existing  cash balances, operating  cash
flow and available borrowings under the bank credit facility will
provide  the  Company  with  sufficient  resources  to  meet  its
existing debt  obligations  and foreseeable  capital  expenditure
requirements, including  those  relating to  the  development  of
Bellagio and Beau  Rivage and potential  development in  Atlantic
City.

                               14
<PAGE>
RECENTLY ISSUED ACCOUNTING STATEMENT

In February 1997, the Financial Accounting Standards Board issued
Statement of Financial  Accounting Standards No.  128 -  Earnings
Per  Share ("SFAS 128").    SFAS  128  is effective  for  periods
ending after December  15, 1997 and  replaces currently  reported
earnings  per  share with "basic,"   or  undiluted, earnings  per
share and  "diluted"   earnings per  share.    Undiluted earnings
per share  is  computed  by dividing  reported  earnings  by  the
weighted-average number of common  shares outstanding during  the
period.   Diluted  earnings  per share  reflects  the  additional
dilution for all  potentially dilutive securities  such as  stock
options.  Diluted earnings per share  is similar to earnings  per
share  currently  reported  by  the  Company,  but  includes  the
potential dilution for stock options that become exercisable more
than five years from the date of the financial statements.

The Company will  adopt the provisions  of SFAS 128  in its  1997
annual financial statements and all previously reported  earnings
per  share  amounts  will  be  restated.    The  following  table
discloses the  Company's pro  forma earnings  per share  for  the
three- and  six-month periods  ended June  30, 1997  and 1996  as
determined in accordance with SFAS 128.

<TABLE>
<CAPTION>
                                                    Three Months         Six Months
                                                  ---------------     ---------------
For the periods ended June 30                      1997      1996      1997      1996
-------------------------------------------------------------------------------------
<S>                                               <C>       <C>       <C>       <C>
Income per share before extraordinary item        
  As reported                                     $0.26     $0.21     $0.55     $0.54
  Pro forma
    Undiluted                                      0.27      0.22      0.59      0.57
    Diluted                                        0.25      0.20      0.55      0.53
-------------------------------------------------------------------------------------

Net income per share          
  As reported                                     $0.26     $0.21     $0.54     $0.54
  Pro forma
    Undiluted                                      0.27      0.22      0.58      0.57
    Diluted                                        0.25      0.20      0.54      0.53
-------------------------------------------------------------------------------------
</TABLE>          
                                         15
<PAGE>
CERTAIN 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 forward-looking statements, within the  meaning
of Section 27A  of the Securities  Act of 1933,  as amended,  and
Section 21E of the Securities Exchange  Act of 1934, as  amended.
Such statements include information 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,
pending litigation, 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).

                              16
<PAGE>
PART II.   OTHER INFORMATION

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 

(a)        The  Registrant's  1997 Annual Meeting of Stockholders
           (the "Meeting") was held on May 29, 1997.

(c)        At the Meeting, Melvin B. Wolzinger, Daniel  B. Wayson
           and  George  J. Mason  were re-elected to serve three-
           year terms  as  members  of  the  Board  of Directors.
           The  results  of  the  voting  were  as follows:   Mr.
           Wolzinger-159,022,437 shares for and 1,129,775  shares
           withheld;   Mr.  Wayson-159,024,317   shares  for  and
           1,127,895  shares  withheld;    Mr.  Mason-159,023,277
           shares for and 1,128,935 shares withheld.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

      4.1  Indenture,  dated  as  of  August 1, 1997, between the
           Registrant  and First Security Bank, National Associa-
           tion, as trustee (the "1997 Shelf Indenture").

      4.2  Supplemental Indenture, dated as of August 1, 1997, to
           the  1997   Shelf  Indenture,  with  respect   to  the
           Registrant's 6.75%  Notes Due August 1, 2007 and 7.25%
           Debentures Due August 1, 2017.
     
     10.1  Amendment  No.  6,  dated  as  of  April  2,  1997, 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 (without sched-
           ule).  Incorporated by reference to Exhibit 10(ccc) to
           the Annual Report on Form 10-K of Circus Circus Enter-
           prises,  Inc.   (Commission  File No. 1-8570)  for the 
           fiscal year ended January 31, 1997.

     10.2  Global Express Aircraft Purchase Agreement, dated June
           24,  1997, between  Golden  Nugget Aviation  Corp. and
           Bombardier Inc. (without schedules or exhibits).
     
     11    Mirage  Resorts,  Incorporated -  Computation   of Net
           Income Per Share  of Common  Stock for the three-month
           and six-month periods ended June 30, 1997 and 1996.

     15    Letter from independent public accountants acknowledg-
           ing awareness  of the use of their report dated August
           11, 1997 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 June 30, 1997.

                               17
<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


August 14, 1997            by:   DANIEL R. LEE
---------------                  -------------------------------- 
     Date                        Daniel R. Lee
                                 Senior Vice  President - Finance
                                 and Development, Chief Financial
                                 Officer and Treasurer (Principal
                                 Financial Officer)


                               18