AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT

          This Amendment No. 1 (the "Amendment") to Amended and
Restated Loan Agreement dated as of September 19, 1997 is
entered into with reference to the Amended and Restated Loan
Agreement (the "Loan Agreement") dated as of March 7, 1997
among Mirage Resorts, Incorporated, a Nevada corporation
("Borrower"), the Banks, Co-Arrangers, Co-Agents and
Documentation Agent referred to therein, and Bank of America
National Trust and Savings Association, as Administrative
Agent.  Capitalized terms used herein are used with the
meanings set forth for those terms in the Loan Agreement.

          Borrower and the Administrative Agent (acting with
the consent of the Requisite Banks) agree as follows:

     1.   AMENDMENT TO LEVERAGE RATIO.  Section 6.6 of the Loan
Agreement is hereby amended to read in full as follows:

     "6.6  LEVERAGE RATIO.  Permit the Leverage Ratio, as of
     the last day of any Fiscal Quarter described below, to be
     greater than the ratio set forth opposite that Fiscal
     Quarter:

               PERIOD OR FISCAL QUARTER           RATIO
               ________________________           _____

          Fiscal Quarters ending during the
          period from Closing Date through
          and including December 31, 1997        4.00 to 1.00

          Fiscal Quarters ending March 31,
          1998 and June 30, 1998                 5.00 to 1.00

          Fiscal Quarter ending September 30, 
          1998                                   5.85 to 1.00

          Fiscal Quarter ending December 31, 
          1998                                   5.00 to 1.00

          Later Fiscal Quarters                  4.00 to 1.00."

     2.   CERTAIN ADJUSTMENTS TO LEVERAGE RATIO. In the event
that as of the last day of the Fiscal Quarter ending December
31, 1998, Bellagio has been open for business for less than a
full Fiscal Quarter (and the Adjusted EBITDA of Bellagio is
therefore not included in Annualized Adjusted EBITDA pursuant

                           EXHIBIT 10.9

<PAGE>

to clause (b) of the definition thereof) but has been open for
business for at least 30 days, Annualized Adjusted EBITDA
shall, for purposes of computation of the Leverage Ratio as of
that date, be increased by an amount equal to (a) Adjusted
EBITDA of Bellagio for the period for which Bellagio has then
been open for business, divided by (b) the integral number of
days in the period for which Bellagio has been open for
business, times (c) 182.5.

     3.   CONDITIONS PRECEDENT.  This effectiveness of this
Amendment shall be conditioned upon the receipt by the
Administrative Agent of written consents hereto from the
Requisite Banks.

     4.   REPRESENTATION AND WARRANTY.  Borrower represents and
warrants to the Administrative Agent and the Banks that no
Default or Event of Default has occurred and remains
continuing.

     5.   CONFIRMATION.  In all other respects, the terms of
the Loan Agreement and the other Loan Documents are hereby
confirmed.

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

                      MIRAGE RESORTS, INCORPORATED


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

                         BANK OF AMERICA NATIONAL TRUST AND
                         SAVINGS ASSOCIATION, as Administrative
                         Agent
               
                         By: JANICE HAMMOND
                             Janice Hammond, Vice President



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