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

                               FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 1999

                                 OR

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

For the transition period from                     to 
                               -------------------    ------------------
Commission File No. 01-6697

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

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


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

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

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

Indicate  by  check  mark  whether the  Registrant  (1)  has  filed  all
reports  required to be filed  by  Section 13 or 15(d) of the Securities
Exchange  Act  of  1934 during  the  preceding 12 months  (or  for  such
shorter period that the Registrant  was  required to file such reports),
and  (2) has been subject to such  filing  requirements for the past  90
days.    YES  X    NO
             ---      ---
Indicate  the  number of shares outstanding  of  each  of  the  issuer's
classes  of  common stock, as of the  latest  practicable date.   Common
stock,  $0.004 par value, 198,797,551  shares  outstanding as of May 13,
1999.
<PAGE>
PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


The unaudited condensed  consolidated  financial information as of March
31,  1999  and for  the  three-month  periods ended March 31,  1999  and
1998  included  in  this report  was  reviewed by Arthur  Andersen  LLP,
independent  public accountants, in   accordance with  the  professional
standards and procedures established  for  such reviews by the  American
Institute of Certified Public Accountants.                            
<PAGE>
             REVIEW REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
             -----------------------------------------------                 


To the Directors and Stockholders
of Mirage Resorts, Incorporated


We have reviewed the accompanying condensed   consolidated balance sheet
of   Mirage   Resorts,   Incorporated   (a   Nevada   corporation)   and
subsidiaries  (the "Company") as of March  31,  1999,  and  the  related
condensed  consolidated statements of income  and  cash  flows  for  the
three-month  periods ended March 31, 1999 and 1998.     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, 1998, and  the  related
consolidated statements of income, stockholders'  equity  and cash flows
for  the  year then ended (not  presented  herein), and, in  our  report
dated  February 22, 1999,  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, 1998,
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
May 14, 1999

                                  -2-
<PAGE>
<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED                                        MIRAGE RESORTS, INCORPORATED
BALANCE SHEETS
------------------------------------------------------------------------------------------
                                                         At March 31,      At December 31,
                                                                 1999                 1998
------------------------------------------------------------------------------------------
(In thousands)                                             (UNAUDITED)
<S>                                                        <C>                  <C>
ASSETS

Current assets
  Cash and cash equivalents                                $  118,323           $   74,814
  Trade receivables, net of allowance for doubtful
    accounts of $47,153 and $40,480                           135,093              118,125
  Inventories                                                  88,474               74,195
  Preopening costs                                                  -               24,718
  Deferred income taxes                                        28,062               23,180
  Prepaid expenses and other                                   71,930               83,445
------------------------------------------------------------------------------------------
               Total current assets                           441,882              398,477
Property and equipment, net of accumulated
  depreciation of $767,606 and $733,032                     3,852,238            3,290,189
Construction in progress                                       89,989              539,530
Other assets, net                                             268,899              302,006
------------------------------------------------------------------------------------------
                                                           $4,653,008           $4,530,202
==========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Trade accounts payable                                   $  119,069           $  129,592
  Construction payables                                        31,578               42,859
  Accrued expenses                                            179,721              155,675
  Current maturities of long-term debt                            326                  404
------------------------------------------------------------------------------------------
               Total current liabilities                      330,694              328,530
Long-term debt, net of current maturities                   2,493,110            2,378,507
Other liabilities, including deferred income taxes
  of $195,149 and $207,063                                    209,738              221,328
------------------------------------------------------------------------------------------
               Total liabilities                            3,033,542            2,928,365
------------------------------------------------------------------------------------------

Commitments and contingencies

Stockholders' equity
  Common stock:  181,456 and 180,120 shares outstanding           940                  940
  Additional paid-in capital                                  747,950              738,665
  Retained earnings                                         1,146,990            1,145,497
  Treasury stock, at cost:  53,692 and 55,028 shares         (276,414)            (283,265)
------------------------------------------------------------------------------------------
               Total stockholders' equity                   1,619,466            1,601,837
------------------------------------------------------------------------------------------
                                                           $4,653,008           $4,530,202
==========================================================================================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                           -3-
<PAGE>
<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED                                        MIRAGE RESORTS, INCORPORATED
STATEMENTS OF INCOME (UNAUDITED)
------------------------------------------------------------------------------------------
Three months ended March 31                                              1999         1998
------------------------------------------------------------------------------------------
(In thousands, except per share amounts)
<S>                                                                 <C>          <C>
REVENUES
  Casino                                                            $ 313,975    $ 191,821
  Rooms                                                               123,522       71,841
  Food and beverage                                                   105,789       55,531
  Entertainment                                                        45,593       24,994
  Retail                                                               31,086       15,135
  Other                                                                19,240       11,171
------------------------------------------------------------------------------------------
                                                                      639,205      370,493
  Less - promotional allowances                                       (58,492)     (35,328)
------------------------------------------------------------------------------------------
                                                                      580,713      335,165
------------------------------------------------------------------------------------------
OPERATING COSTS AND EXPENSES
  Casino-hotel operations                                             354,532      205,646
  General and administrative                                           73,365       39,981
  Depreciation and amortization                                        43,832       22,584
------------------------------------------------------------------------------------------
                                                                      471,729      268,211
------------------------------------------------------------------------------------------
OPERATING PROFIT                                                      108,984       66,954
Corporate expense                                                     (11,258)      (8,485)
Preopening and related promotional expense                            (31,455)           -
Equity in earnings of Monte Carlo                                       8,858        7,439
------------------------------------------------------------------------------------------
INCOME FROM OPERATIONS                                                 75,129       65,908
Interest cost                                                         (38,302)     (29,167)
Interest capitalized                                                   11,722       23,825
Other, including interest income                                        1,090        4,857
------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND CUMULATIVE
  EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE                             49,639       65,423
Provision for income taxes                                            (17,569)     (23,823)
------------------------------------------------------------------------------------------
INCOME BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF CHANGE
  IN ACCOUNTING PRINCIPLE                                              32,070       41,600
Extraordinary item - loss on early retirement of debt, net of 
  applicable income tax benefit of $1,897                                   -       (3,521)
Cumulative effect (to January 1, 1999) of change in method of 
  accounting for preopening costs, net of applicable income tax
  benefit of $16,390                                                  (30,577)           -
------------------------------------------------------------------------------------------
NET INCOME                                                          $   1,493    $  38,079
==========================================================================================
INCOME PER SHARE BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT
  OF CHANGE IN ACCOUNTING PRINCIPLE
    Basic                                                           $    0.18    $    0.23
    Diluted                                                              0.17         0.22
NET INCOME PER SHARE
  Basic                                                             $    0.01    $    0.21
  Diluted                                                                0.01         0.20
------------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                           -4-
<PAGE>
<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED                                        MIRAGE RESORTS, INCORPORATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
------------------------------------------------------------------------------------------
Three months ended March 31                                            1999           1998
------------------------------------------------------------------------------------------
(In thousands)
<S>                                                               <C>            <C>
Cash flows from operating activities
  Net income                                                      $   1,493      $  38,079
  Adjustments to reconcile net income to net cash provided
    by operating activities
      Provision for losses on receivables                             6,402          4,638
      Depreciation and amortization of property and equipment,
        including amounts reported as corporate expense              47,576         25,853
      Expensed preopening and related promotional costs              31,455              -
      Equity in earnings of Monte Carlo                              (8,858)        (7,439)
      Distributions from Monte Carlo                                 11,500              -
      Non-recurring charges, before related income tax benefit
        Loss on early retirement of debt                                  -          5,418
        Cumulative effect of change in method of accounting
          for preopening costs                                       46,967              -
      Deferred income taxes                                         (16,796)         1,068
      Changes in components of working capital pertaining to
        operating activities
          (Increase) decrease in trade receivables and other
            current assets                                          (23,891)        22,294
          Increase (decrease) in trade accounts payable and
            accrued expenses                                          7,114        (21,308)
      Other adjustments                                                (399)         3,073
------------------------------------------------------------------------------------------
                 Net cash provided by operating activities          102,563         71,676
------------------------------------------------------------------------------------------

Cash flows from investing activities
  Preopening and related promotional costs                          (31,455)       (12,525)
  Capital expenditures                                             (158,869)      (232,282)
  Decrease in preopening and construction payables                   (4,872)        (1,213)
  Proceeds from sales of property and equipment                       1,919         26,490
  Other investing activities                                          3,640        (17,837)
------------------------------------------------------------------------------------------
                 Net cash used for investing activities            (189,637)      (237,367)
------------------------------------------------------------------------------------------

Cash flows from financing activities
  Net bank credit facility and commercial paper borrowings          114,718         47,647
  Issuance of long-term debt                                              -        394,728
  Retirement of long-term debt                                            -       (237,110)
  Exercise of common stock options, including related income
    tax benefit                                                      16,154            779
  Other financing activities                                           (289)          (184)
------------------------------------------------------------------------------------------
                 Net cash provided by financing activities          130,583        205,860
------------------------------------------------------------------------------------------

Cash and cash equivalents
  Increase for the period                                            43,509         40,169
  Balance, beginning of period                                       74,814         99,337
------------------------------------------------------------------------------------------
  Balance, end of period                                          $ 118,323      $ 139,506
==========================================================================================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                           -5-
<PAGE>
NOTES TO CONDENSED CONSOLIDATED             MIRAGE RESORTS, INCORPORATED
FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------------------------

NOTE 1 - COMPANY DESCRIPTION AND BASIS OF PRESENTATION

Mirage  Resorts,  Incorporated (the  "Company"),  a Nevada  corporation,
through  wholly  owned  subsidiaries, owns  and  operates  some  of  the
world's  most  successful casino-based  entertainment  resorts.    These
resorts  include  Bellagio (which opened  on  October  15,  1998),   The
Mirage  and Treasure Island, all  located  on the Las Vegas Strip.   The
Company  also owns the  Golden  Nugget, located in downtown  Las  Vegas,
and  the  Golden Nugget-Laughlin,  located  along the Colorado River  in
Laughlin, Nevada.  On June 30, 1998,  the  Company acquired the  Holiday
Inn - Registered Trademark -  Casino  Boardwalk  on the Las Vegas Strip.
The Company's  newest resort,  Beau  Rivage,  opened  on March 16, 1999.
Beau  Rivage  is  a   luxurious    1,780-guestroom   beachfront   resort
located   on  an  approximately  36-acre site where Interstate 110 meets
the Gulf Coast in Biloxi, Mississippi.

The  Company  is also a  50%  partner in a joint venture that  owns  and
operates  the  Monte  Carlo  Resort  & Casino on  the  Las  Vegas  Strip
("Monte Carlo").

The accompanying  condensed  consolidated financial statements have been
prepared  in  accordance with the accounting policies described  in  the
Company's  1998  Annual  Report on Form 10-K (the "1998 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, 1998 contained  herein  was
derived  from  audited  financial statements, but does not  include  all
disclosures  included  in  the 1998 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  1999  interim period are not  necessarily  indicative  of  expected
results for the full year.

Certain    amounts  in  the  1998   condensed   consolidated   financial
statements   have  been   reclassified   to  conform   with   the   1999
presentation.   These  reclassifications had no effect on the  Company's
net income.

NOTE 2 - ACCOUNTING CHANGE

Effective  January  1, 1999,  the  Company adopted Statement of Position
No. 98-5 - REPORTING ON  THE  COSTS OF START-UP ACTIVITIES ("SOP 98-5").
The  provisions  of SOP 98-5 are  effective  for  fiscal years beginning
after  December  15,  1998  and require the costs associated with start-
up activities (including  preopening  costs of casinos)  to  be expensed
as incurred.   The  Company  previously capitalized preopening costs and
amortized them to  expense  over the 60-day period  following opening of
the related facility.     As required by SOP 98-5, the Company wrote off
all  capitalized  preopening costs as of January 1, 1999 associated with
Beau  Rivage  and  its  development  activities in  Atlantic  City,  New
Jersey.  The write-off  resulted in a charge, net of income tax benefit,
of $30.6  million  ($0.17 per  share basic and $0.16 per share diluted).
During  the  three  months   ended  March  31,  1999,  the  Company also
incurred  and  expensed  an   additional  $31.5  million ($20.6 million,
$0.11  per share basic  and  diluted, net of income tax benefit) of pre-
opening and related promotional costs associated with these projects.

                                  -6-
<PAGE>
Under the Company's  previous  accounting  method,  approximately  $14.2
million ($9.3 million, $0.05 per  share   basic  and   diluted,  net  of
income  tax  benefit)  of  Beau    Rivage's    preopening   and  related
promotional costs  would  have been  amortized  to  expense  during  the
three  months  ended March 31, 1999. There would have been no cumulative
effect adjustment.

NOTE 3 - INCOME PER SHARE OF COMMON STOCK

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

<TABLE>
<CAPTION>

Three months ended March 31                          1999           1998
------------------------------------------------------------------------
<S>                                           <C>            <C>
Weighted-average common shares out-
  standing (used in the calculation
  of basic earnings per share)                180,526,308    179,443,062
Potential dilution from the assumed 
  exercise of common stock options             10,920,271     13,269,447
------------------------------------------------------------------------
Weighted-average common and common
  equivalent shares (used in the
  calculation of diluted earnings
  per share)                                  191,446,579    192,712,509
========================================================================
</TABLE>

Stock options having an exercise price  greater  than the average market
price  of  the underlying common stock during the  period  are  excluded
from  the  calculation of diluted earnings per share.    As a result,  a
weighted average of approximately 1,202,000  stock  options was excluded
from  the  calculation during the  three  months ended March  31,  1998.
The  number of stock  options  excluded from the calculation during  the
1999 three-month period was not material.

NOTE 4 - ISSUANCE OF COMMON STOCK

On May 11, 1999, the  Company  completed an underwritten public offering
of 16,633,663 shares of  common  stock at $25.00 per share.  The Company
intends to use the  net  proceeds from  the  offering  of  approximately
$415.7  million  temporarily  to  reduce  its  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 MARCH
31, 1999 AND 1998

Our  1999  first  quarter  earnings of $0.28 per  share  before  charges
associated with preopening and related promotional costs represent a 27%
increase over the $0.22 per share before an extraordinary charge in  the
prior-year quarter.  Our total revenues rose by 73%, while our operating
profit increased by 63%.

According  to the Nevada State Gaming Control Board, gaming revenues  on
the  Las Vegas Strip in the first three months of 1999 increased by  21%
over  same  period  in the prior year.  Our wholly owned  Strip  resorts
accounted  for  58%  of  the  increase.   Our  overall  gaming  revenues
increased by 64% in the recent quarter and our total non-gaming revenues
grew  by  82%.   On  a  Company-wide basis, total table  games  revenues
increased  by  $72.5 million, or 73%, and total slot win grew  by  $42.4
million, or 50%.

The  growth in revenues and operating profit was attributable  primarily
to our spectacular new Bellagio resort, which opened on October 15, 1998
and generated $282.0 million of total revenues in the first quarter.  We
believe  this  to  be the highest quarterly revenues of  any  casino  in
Nevada  history.  Bellagio's total non-gaming revenues were particularly
strong  at $145.1 million, representing over half of its total revenues.
Beau  Rivage,  our luxurious new resort located on the Mississippi  Gulf
Coast,  opened  successfully on March 16, 1999 and  contributed  to  the
increase in revenues during its initial 16 days of operation during  the
quarter.

Results  were  also  strong at our other resorts.  Same-store  operating
profit,  excluding our new resorts, increased by 2% in the face  of  the
new  competition  and despite an ongoing room refurbishment  project  at
Treasure  Island.   The  room  refurbishment  project,  which  is  being
completed in phases and scheduled for final completion in early October,
primarily  accounts for a 3% decline in our same-store  total  available
room  nights (excluding Bellagio and Beau Rivage) during the 1999  first
quarter.    Same-store   occupancy  of  available  standard   guestrooms
increased slightly, from 98.1% to 98.4%, and the average daily room rate
increased   by  4%.   Including  the  new  resorts,  standard  guestroom
occupancy  was 98.1% and the average daily rate increased  from  $89  to
$110.  Bellagio's higher room rates account for most of the increase  in
the average daily rate.

Including  the new resorts, our Company-wide table games win  percentage
was 20.2%, versus 19.8% in the 1998 first quarter.  Both win percentages
are relatively normal.  Over the past three calendar years, our Company-
wide table games win percentage averaged 20.0%.

The  increase in our operating costs and expenses during the 1999  first
quarter is attributable principally to the opening of Bellagio and  Beau

                                  -8-
<PAGE>
Rivage.  The combined operating margin improved slightly for our resorts
that were open during the first quarter of both years.

Our  jointly  owned  Monte Carlo resort likewise had an  excellent  1999
first  quarter.  Its total revenues grew by 7% and its operating  profit
increased  by 16%.  Room revenues grew by $3.0 million, or 15%,  chiefly
accounting for the increase in its operating results.  The average daily
room  rate at Monte Carlo was up 15% over the prior-year quarter with  a
slight  increase in occupancy.  We attribute these increases largely  to
the opening of adjacent Bellagio and connection of the two resorts by  a
monorail.  After deducting net interest expense, our 50% share of  Monte
Carlo's  net  income  during the 1999 first quarter  was  $8.9  million,
versus $7.4 million in the prior-year period.

We  recorded  substantial  charges relating to  preopening  and  related
promotional  costs  during the 1999 first quarter.   A  recently  issued
accounting statement requires that, although the interest costs  related
to  new  projects  shall  continue to be capitalized,  the  other  costs
associated with preopening activities (including the costs of hiring and
training employees, operating sales and reservations offices and various
other costs incurred prior to opening) must be expensed as incurred.  We
previously  capitalized these costs and amortized them over  the  60-day
period  following opening of the related facility, which is our estimate
of the period of economic benefit associated with these costs.

Although we disagree with the logic of this new accounting statement, we
had no choice but to adopt its provisions effective January 1, 1999.  As
a   result,  we  wrote  off  $47.0  million  of  previously  capitalized
preopening  costs, including $24.7 million related to  Beau  Rivage  and
$22.3  million  related  to our development  in  Atlantic  City.   After
deducting  the related income tax benefit, the write-off resulted  in  a
cumulative effect charge in the 1999 first quarter of $30.6 million.  We
also  incurred  and expensed $31.5 million of additional preopening  and
related  promotional costs during the quarter, largely  associated  with
hiring  and  training  Beau  Rivage's workforce.   The  following  table
presents  the  impact  of these charges on our 1999  first  quarter  net
income.   All adjustment amounts are shown net of applicable income  tax
benefit.

<TABLE>
<CAPTION>
                                                             Per share
                                                          --------------
Three months ended March 31, 1999                         Basic  Diluted
------------------------------------------------------------------------
(In thousands, except per share amounts)
<S>                                            <C>        <C>      <C>
Net income, as reported                        $  1,493   $0.01    $0.01
Cumulative effect (to January 1, 1999) of 
 accounting change                               30,577    0.17     0.16
Preopening and related promotional costs
 incurred and expensed                           20,620    0.11     0.11
------------------------------------------------------------------------
Income before charges for preopening and
 related promotional costs                     $ 52,690   $0.29    $0.28
========================================================================
</TABLE>
                                  -9-
<PAGE>
Principally  due  to additional payroll and other costs associated  with
the  substantial  growth in the size of our Company,  corporate  expense
increased  by  $2.8  million,  or 33%,  over  the  1998  first  quarter.
Reflecting  our investment in Bellagio and Beau Rivage, our debt  levels
and  associated interest cost have risen substantially.  With these  new
resorts  now open, a much smaller portion of our interest cost is  being
capitalized,  resulting in a significantly higher  charge  for  interest
expense.

The  $3.5 million ($0.02 per share basic and diluted) extraordinary loss
recorded  in  the  1998  first  quarter is  associated  with  the  early
redemption of all $100 million of our 9 1/4% senior subordinated  notes.
It  was economically advantageous for us to repay the notes using  funds
from  lower  cost  borrowings,  even after  considering  the  prepayment
penalty  that  accounted  for  most of  the  extraordinary  charge.   We
incurred no similar extraordinary charge in the 1999 first quarter.

CAPITAL RESOURCES, CAPITAL SPENDING AND LIQUIDITY

During  the 1999 first quarter, we used our operating cash flow together
with  borrowings  under our bank credit facility  and  commercial  paper
program principally for the completion of Beau Rivage.

Net  cash  provided by operating activities during the  quarter  totaled
$102.6  million,  versus $71.7 million in the prior-year  period.   This
increase   principally  reflects  the  opening  of  Bellagio  and   cash
distributions from Monte Carlo of $11.5 million.  During the 1998 second
quarter, the Monte Carlo joint venture achieved a favorable pricing tier
under its bank credit facility and began distributing available cash  to
the  partners.   Prior to this, the joint venture had been  using  Monte
Carlo's cash flow to reduce its outstanding debt.

Capital  expenditures in the 1999 first quarter totaled $158.9  million,
principally relating to the construction of Beau Rivage.  In addition to
amounts  associated  with Beau Rivage, capital expenditures  during  the
1998  first  quarter,  which  totaled $232.3  million,  include  amounts
expended  for  construction  of Bellagio.  As  part  of  the  successful
opening  of  these  two  new resorts and our development  activities  in
Atlantic  City, we incurred preopening and related promotional costs  of
$31.5  million and $12.5 million in the first quarter of 1999 and  1998,
respectively.   Including  land,  capitalized  interest  and  preopening
costs,  Beau Rivage was completed at a total cost of approximately  $685
million.

Capital  expenditures in the first quarter of 1999  also  include  $12.6
million  associated with the guestroom refurbishment project at Treasure
Island. Completion of the project is scheduled for early October  at  an
estimated  total cost of approximately $60 million.  At March 31,  1999,
we  had  incurred $14.1 million of this amount.  Proceeds from sales  of
property  and  equipment in the 1998 first quarter  principally  reflect
$25.6 million we received from the sale to our Chairman of four works of
fine  art acquired for Bellagio.  The sale price was equal to the amount
we paid for the artwork in the fourth quarter of 1997.

                                  -10-
<PAGE>
We  are  progressing with the design and planning phase for  our  resort
development  in the Marina area of Atlantic City.  Remediation  work  is
ongoing  on our 120-developable-acre site and construction is continuing
on  the previously funded joint road improvement project with the State.
Our  current  plans  call  for the development of a wholly  owned hotel-
casino  resort and, as described further below, construction of a second
resort  on a 25-acre portion of the site in partnership with Boyd Gaming
Corporation.

We  are  still  in the design  phase of our planned wholly  owned hotel-
casino on the Marina site and a budget and construction schedule for the
project have not yet been finalized.

In  July  1998, we entered into an amended joint venture agreement  with
Boyd  for  the development of a $750 million entertainment  resort  with
approximately  1,500 guestrooms that will be connected  to  our  planned
wholly  owned hotel-casino.  We will design and develop the master  plan
for the Marina site and Boyd will oversee the design and construction of
the  joint  venture  resort.  Boyd will also operate the  joint  venture
resort upon completion.  Under the agreement, we will contribute the  25
acres  of  land  and  $60 million in cash.  Boyd  will  contribute  $150
million  in  cash.  The joint venture will attempt to obtain  acceptable
financing for the remaining development cost of the project that is non-
recourse  to  both our Company and Boyd.  If the necessary  permits  and
financing  are obtained, construction of the joint venture resort  could
begin by late this year or early next year.

Both  our  Company  and  the joint venture must apply  for  and  receive
numerous  governmental  permits  and  satisfy  other  conditions  before
construction of either hotel-casino can begin.  Additionally, a  current
Atlantic  City  hotel-casino  operator and  others  have  filed  various
lawsuits  challenging the validity of our previous  agreement  with  the
City  of  Atlantic  City to acquire the land and  seeking  to  stop  the
construction of the road improvements.  As a result of these factors, we
cannot  be certain of the ultimate development or timing of construction
of the hotel-casinos planned for the Marina site.

Borrowings under our bank credit facility and commercial paper  program,
net of repayments, totaled $114.7 million during the 1999 first quarter.
At  April  30,  1999, these outstanding borrowings totaled approximately
$1.59  billion, leaving $163.7 million combined availability  under  our
$1.75  billion  revolving  bank  credit facility  and  commercial  paper
program.

During  the  1998  first  quarter, our  net  bank  credit  facility  and
commercial paper borrowings totaled $47.6 million.  We also received net
proceeds  of $394.7 million in February 1998 from the issuance  of  $400
million total principal amount of unsecured debt.  The debt consisted of
$200  million of 6 5/8% notes due in 2005 and an equal amount  of 6 3/4%
notes  due  in 2008.  Approximately $237.1 million of the proceeds  from
the  issuance  were  effectively used in March 1998 to  repay  our  $133
million  zero  coupon first mortgage notes upon maturity and  to  retire
early all $100 million of our 9 1/4% senior subordinated notes.

                                  -11-
<PAGE>
On  May  11,  1999,  we  completed an underwritten  public  offering  of
16,633,663 shares of our common stock at $25.00 per share. We intend  to
use  the  net proceeds from the offering of approximately $415.7 million
temporarily   to  reduce  our  outstanding  bank  credit  facility   and
commercial paper borrowings.

We  believe that our existing cash balances, future operating cash  flow
and  available  borrowing  capacity  will  provide  us  with  sufficient
resources to meet our existing debt obligations and foreseeable  capital
expenditure requirements.

YEAR 2000 READINESS DISCLOSURE

BACKGROUND

In  the  past,  many computer software programs were written  using  two
digits  rather than four to define the applicable year.   As  a  result,
date-sensitive computer software may recognize a date using "00" as  the
year  1900 rather than the year 2000.  This is generally referred to  as
the  "Year 2000 issue."  If this situation occurs, the potential  exists
for  computer  system failures or miscalculations by computer  programs,
which could disrupt operations.

RISK FACTORS

We  are  in many ways engaged in a low-technology business.  Our  casino
employees,  for example, do not require computers to deal  blackjack  or
spin a roulette wheel.  Likewise, our chefs do not require computers  to
prepare  a meal and our housekeepers do not require computers  to  clean
and  prepare  a  guestroom.  Slot machines are a type of  computer,  but
there  is no date embodied in their basic operation of choosing a random
sequence and determining the appropriate payout.

Nevertheless, we do use computers extensively to assist our employees in
providing good service to our guests and to assist us in monitoring  our
operations.   The  front desks at our hotels, for  example,  are  highly
computerized in order to expedite the check-in and check-out of  guests.
Similarly,  we  use  computers  in the back-of-the-house  to  facilitate
purchasing  and  maintain  inventory  records.   Our  shows   and   free
entertainment  attractions  also  use  computers  extensively.   In  our
casinos,  computers  are used to monitor gaming  activity  and  maintain
customer  records,  such as credit availability  and  points  earned  by
members of our slot clubs.

Computers  on occasion fail, irrespective of the Year 2000  issue.   For
this  reason,  where  appropriate,  we  maintain paper and magnetic tape
back-ups  and our employees are trained in the use of manual procedures.
When the front  desk computer fails, for example, our employees continue
to check guests in and out using manual methods. Many of these incidents
occur  each  year  and  generally these failures are  unnoticed  by  our
guests.

                                  -12-
<PAGE>
This  is  not  to imply that there is no risk to us from the  Year  2000
issue.   The  risks could be substantial.  Most of our  guestrooms,  for
example,  are  easily  accessed  only by elevator,  and  most  elevators
incorporate   some   computer  technology.    Likewise,   our   heating,
ventilation,  life  safety  and  air  conditioning  systems  are  highly
computerized  and,  of course, critical to our operations.   While  some
attractions,  such as the Bellagio Gallery of Fine Art  and  The  Secret
Garden of Siegfried & Roy, would be relatively unaffected by failure  of
computer technology, other attractions, such as the O, Siegfried  &  Roy
and  Mystere shows, could not function without computers.  We  are  also
exposed  to the risk that one or more of our vendors or suppliers  could
experience  Year 2000 problems that may impact their ability to  provide
us  with  goods and services.  With respect to the suppliers of many  of
our  goods,  we  generally  have alternative  suppliers.   However,  the
disruption  of  certain services, in particular utilities and  financial
services,  could,  depending upon the extent of the disruption,  have  a
material adverse impact on our operations.

External effects of the Year 2000 issue, such as disruptions in  airline
service   or   other  domestic  or  international  economic  disruptions
affecting our customers, could also adversely affect our business.  Most
of  our customers travel in excess of 100 miles to reach our resorts and
many  of  them  travel by air.  If there is a breakdown of  the  Federal
Aviation Administration's ("FAA") air traffic control system, or if fear
of a breakdown discourages customers from traveling, it could impact our
operations.   Of  course,  we anticipate that the  arrival  of  the  new
millennium  will result in a great deal of celebration and  activity  in
our  hotel-casinos.   A minor breakdown or fear of a  breakdown  in  air
travel  immediately  following the New Year's  Eve  holiday  could  also
result in extended stays by patrons at our facilities.  We are not in  a
position  to  determine the readiness of the FAA and the  airlines  with
respect to the Year 2000 issue or the impact that this would have on our
business.

STRATEGY

We have an extensive Year 2000 compliance program and have substantially
completed  an inventory of our various systems that may be sensitive  to
the  Year  2000  issue.   We are prioritizing the  importance  of  these
systems   to   our  operations  and  have  formed  teams  and   assigned
responsibilities to ensure Year 2000 compliance of all critical systems.
Where  important  to our business and inquiry seems reasonable,  we  are
also  contacting  third parties to ascertain their Year 2000  readiness.
We  are  developing alternatives, if available, for those third  parties
where we perceive there could be a problem.

As  of April 30, 1999, about half of our systems had been tested by  our
personnel  or vendor personnel and found to be Year 2000 compliant.   We
do  not  yet know precisely how many of the remaining systems  are  Year
2000  compliant.   Our goal is to have all internally developed  systems
Year  2000  compliant  by  August 1999 and all  vendor-supplied  systems
compliant  by  year-end  1999.  We have not  developed  a  comprehensive
contingency  plan.  As previously mentioned, however, a  number  of  our

                                  -13-
<PAGE>
critical  hotel  and casino systems are currently backed  up  by  manual
procedures  that  we use during times of system malfunctions.   We  will
continue to assess the need for a comprehensive contingency plan  as  we
continue to implement our corrective action plan.

COSTS

It  is difficult to calculate the cost of ensuring that our systems  are
Year  2000 compliant, in part because there are many different solutions
to  various  Year  2000 situations.  In the case of our  elevators,  for
example,  we have requested that the third parties with whom we contract
for  our  elevator maintenance inspect each elevator system, as part  of
its  normal maintenance, for any Year 2000 issues.  As another  example,
we have contracted with a third-party consultant to make our proprietary
casino  tracking system Year 2000 compliant.  At the same time, however,
and  under  the  same  contract, the consultant  is  also  incorporating
several other enhancements to the system.

During the period from 1997 through 1999, we have installed and will  be
installing   new  slot  accounting,  hotel  management   and   financial
accounting  systems.  Two of these new systems are Year  2000  compliant
and  the  third  is  expected to be compliant after  an  upgrade  to  be
supplied  by  the  vendor at no charge.  Each of these new  systems  has
numerous  enhancements  over  our prior  systems.   The  total  cost  of
installing these new systems is approximately $18 million, of  which  we
had  incurred  approximately $12 million through  April  30,  1999.   We
believe that only a small portion of this cost relates directly  to  the
Year  2000  issue.  We also believe that we would have  installed  these
systems within this time frame irrespective of the Year 2000 issue.  The
cost  of addressing the Year 2000 issue has not been and is not expected
to be material to our financial condition or results of operations.

FORWARD-LOOKING STATEMENTS

This  Form  10-Q  contains some forward-looking  statements.    Forward-
looking  statements  give  our  current  expectations  or  forecasts  of
future  events.    You can identify these statements by  the  fact  that
they  do  not  relate  strictly  to historical or current  facts.   They
contain  words  such  as "anticipate," "estimate," "expect,"  "project,"
"intend,"  "plan,"  "believe,"  "may," "could," "might" and other  words
or  phrases  of   similar  meaning in connection with any discussion  of
future  operating  or  financial  performance.  Our actual  results  may
differ   materially   from  those   described  in  any   forward-looking
statement.   Additional  information  concerning potential factors  that
we  think  could  cause   our  actual results to differ  materially from
expected and historical results  is  included under the caption "Factors
that  May  Affect   Our  Future Results" in Item 1 of  the  1998  Annual
Report.    This   statement  is provided as  permitted  by  the  Private
Securities Litigation Reform Act of 1995.

                                  -14-
<PAGE>
PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

     15  Letter  from  independent   public   accountants  acknowledging
         awareness  of the use  of  their report  dated  May 14, 1999 in
         the Company's registration statements.

     27  Financial Data Schedule.

(b)  Reports on Form 8-K.

     The  Company  filed  no  Current  Reports  on  Form  8-K during the
     three-month period ended March 31, 1999.

                                  -15-
<PAGE>                              
                               SIGNATURES



      Pursuant to the requirements of the  Securities  Exchange  Act  of
1934,  the Registrant has duly caused  this  report to be signed on  its
behalf by the undersigned thereunto duly authorized.



                                 Mirage Resorts, Incorporated

May 17, 1999                     by:  DANIEL R. LEE
------------                          ----------------------------------
    Date                              Daniel R. Lee
                                      Senior Vice President - Finance
                                      and Development, Chief Financial
                                      Officer and Treasurer (Principal
                                      Financial Officer)

                                  -16-