EMPLOYMENT TERMINATION AND SETTLEMENT AGREEMENT


This Employment Termination and  Settlement Agreement (the "Agreement")
is entered into and effective as of September 7, 1999,  by  and between
Mirage Resorts, Incorporated, a Nevada corporation (the "Company"), and
Daniel R. Lee ("Employee").

WHEREAS,  Employee  has  been  employed  by  the Company as Senior Vice
President-Finance   and   Development,   Chief  Financial  Officer  and
Treasurer pursuant to an Employment Agreement dated as of July 16, 1997
(the "Employment Agreement"); and

WHEREAS, the Company and Employee wish to settle all outstanding issues
between them arising out of that employment relationship;

NOW,  THEREFORE,  in  consideration  of  the  foregoing  and the mutual
promises contained herein, the parties agree as follows:

    1.  The Company  and Employee  represent and  warrant to each other
    that this Agreement is not in any respect an admission or statement
    of liability or wrongdoing by either the Company or Employee.

    2.  Effective September 7, 1999, Employee  shall  resign,  and  the
    Company shall permit Employee to resign, as an officer and employee
    of the Company and an officer, fiduciary and/or director of all  of
    the Company's  subsidiary  corporations,  committees  and  employee
    benefit  plans  and  programs.    The  Employment  Agreement  shall
    terminate  and  be  of  no  effect  on  the  eighth  day after this
    Agreement's execution.

    3.(a)  Employee hereby for himself, his spouse,  heirs,  executors,
    administrators, successors and assigns ("Employee Releasors") fully
    and forever releases, acquits and discharges (i)  the  Company  and
    its past,  present and future  parent and  subsidiary corporations,
    divisions and affiliates,  and (ii) the Company's past, present and
    future  partners,  joint   venturers,  stockholders,  predecessors,
    successors,   assigns,   officers,  directors,  employees,  agents,
    representatives  and  any  other person, firm or  corporation  with
    whom any of them is now or may hereafter be affiliated (the persons
    and   entities  identified  in  subparagraphs  (i)  and (ii)  being
    referred to as the "Company Releasees"), and  each  of  them,  from
    and  against  any  and all claims, demands, obligations,  causes of
    action, liabilities, damages and suits at law or in  equity,  which
    Employee  ever  had,  now  has  or  may hereafter claim to have had
    against the Company Releasees, arising out  of  or  in  any  manner
    relating to Employee's employment by  the  Company,  the Employment

                              Exhibit 10.3
<PAGE>

    Agreement or Employee's  separation from the Company, whether based
    on contract, tort or other  legal  or  equitable theory of recovery
    and whether known  or unknown, at any time up to and  including the
    date  of  execution  of  this  Agreement,  but  as  to  the parties
    described in subparagraph (ii), they are released  only   in  their
    representative capacities acting on behalf of the Company.

      (b)  The Company hereby  for  itself, the Company  Releasees, its
    successors and assigns, fully and  forever  releases,  acquits  and
    discharges Employee Releasors from and against any  and all claims,
    demands,  obligations,  causes  of action, liabilities, damages and
    suits  at law  or in  equity,  which they ever had, now have or may
    hereafter claim to have had against Employee Releasors, arising out
    of  or in  any  manner relating  to Employee's  employment  by  the
    Company, the Employment Agreement or Employee's separation from the
    Company,  whether  based  on  contract,  tort  or  other  legal  or
    equitable theory  of recovery  and whether known or unknown, at any
    time  up to and  including the date of execution of this Agreement,
    excluding,  however,  any claims, demands, obligations,  causes  of
    action, liabilities, damages and suits at  law or  in equity  which
    relate to or arise out of Employee's fraud or criminal conduct.

      (c)  Excluded from the  above releases in subsections (a) and (b)
    are any claims arising out of this Agreement.

      (d)  The parties identified in Section 3(a)(i) jointly, severally
    and  in  the  alternative  covenant  and  agree  that  the  Company
    Releasees, or any of them, shall not commence any action or suit at
    law  or  in  equity  against  the  Employee  Releasors or any other
    person, corporation, partnership, trust  or  other  entity or make,
    institute or prosecute any claim, demand, action or cause of action
    of any kind  whatsoever  for  damages,  costs,  debts,  expenses or
    losses  of  any  kind  whatsoever (including,  without  limitation,
    attorneys' fees) based on or arising from the released  matters set
    forth herein, or any of them.   The  parties  identified in Section
    3(a)(i) agree to indemnify Employee  Releasors  and  each  of  them
    against any damages, costs, debts,  expenses  and losses, including
    without   limitation,  reasonable   attorneys'  fees,  suffered  or
    incurred by Employee  Releasors, or any of them, as a result of any
    breach of the preceding sentence of this section.

      (e)  Employee Releasors jointly, severally and in the alternative
    covenant and agree that the Employee Releasors,  or  any  of  them,
    shall not commence any action or suit at law  or in  equity against
    the  Company  Releasees  or any other person, corporation, partner-
    ship, trust or other entity or make,  institute  or  prosecute  any
    claim, demand, action or cause of action of any kind whatsoever for
    damages, costs, debts, expenses or losses of  any  kind  whatsoever

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<PAGE>

    (including,  without  limitation,  attorneys'  fees)  based  on  or
    arising from the released matters set forth herein, or any of them.
    Employee Releasors agree to indemnify Company Releasees and each of
    them  against  any  damages,  costs,  debts,  expenses  and losses,
    including without limitation, reasonable attorneys' fees,  suffered
    or incurred by Company Releasees, or any of them,  as  a  result of
    any breach of the preceding sentence of this section.

    4.  Without  limiting  the  generality  of  Section  3(a), Employee
    waives any  and  all  claims  arising  under the Age Discrimination
    in Employment Act of 1967 (the  "Act").   Employee understands that
    pursuant to the Act, upon his  receipt  of this Agreement, he has a
    period of 21 days within  which  to  consider this Agreement before
    signing  it,  and  that  for  a  period  of  seven additional  days
    following his signing of this Agreement  he may  revoke this Agree-
    ment by  delivery of written notice of revocation  to  the Company.
    Employee further acknowledges  that  he  has  carefully  read  this
    Agreement,  that  he has had the opportunity to have its provisions
    fully  explained to  him, that he has had the opportunity to review
    this Agreement with  an  attorney  before signing  it and  that the
    only promises  made to Employee to sign this  Agreement  are  those
    contained in this Agreement, and Employee is signing this Agreement
    voluntarily.

    5.(a)  From  the  date  of  this  Agreement  through  and including
    September  7,  2000,  the Company shall pay Employee the  aggregate
    amount  of  $600,000 (subject to statutory  withholding,  if  any),
    payable  in  substantially  equal  installments  every two weeks in
    accordance with the Company's normal payroll procedures.

      (b)  On  or  before  January  31,  2000, if bonuses comparable in
    amount  to  those  paid  in prior years are paid to  the  Company's
    officers  for  the year ending December 31, 1999, the Company shall
    pay  Employee  the   aggregate   amount  of  $200,000  (subject  to
    statutory  withholding,  if any).   If  bonuses  are  paid that are
    substantially  less  in  amount than  those  paid  in  prior years,
    the  amount  of $200,000 shall be reduced equitably  in  accordance
    with the bonuses paid to the Company's five highest  paid officers.

    6.  Not  later  than  30  days from the date of this Agreement, the
    Company shall for no further consideration  transfer  ownership  to
    Employee  of  the  Company's  Lexus LX 470 vehicle that Employee is
    currently using.  Following the transfer of ownership,  the Company
    shall  have no  further responsibility or liability with respect to
    or arising out of the vehicle.

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<PAGE>

    7.(a)  From  the  date  of  this  Agreement  through  and including
    September 7, 2000, the  Company,  without  cost  to Employee, shall
    continue to cover Employee and his spouse and  dependents under the
    Company's executive medical  reimbursement  plan  or  shall provide
    substantially equivalent medical insurance coverage to Employee and
    his spouse and dependents.    Notwithstanding  the  foregoing, such
    coverage  shall  terminate at such time as Employee becomes covered
    under  another employer-sponsored health or medical insurance plan.
    Employee  agrees  to  promptly  advise the Company of the effective
    date  of  any  such  coverage.   Upon termination of such coverage,
    Employee  may elect to continue coverage at Employee's  cost for up
    to an additional 18 months  under  the  Company's standard employee
    health plan in accordance with the requirements of COBRA.

      (b)  The Company shall  continue  to cover Employee as an insured
    person under its "D & O" insurance policy at no cost to Employee to
    the  extent permitted by such policy.   The Company shall indemnify
    and hold Employee harmless to the  fullest  extent  permitted under
    Nevada  law,  including NRS 78.751 and 78.7502,  arising  from  his
    services.

    8.  Within 90 days from the date of this Agreement, upon submission
    by Employee  of  any  required forms, the Company shall  distribute
    to Employee  Employee's  account  balance  in  the  Company's  Non-
    Qualified  Deferred  Compensation  Plan  and  shall  at  Employee's
    request either  distribute  to  Employee  or  transfer  to  another
    qualified  plan  of  Employee  Employee's  account  balance  in the
    Company's  Retirement  Savings  Voluntary   Participation  (Section
    401(k)) Plan.

    9.(a)  Employee  may  exercise  any or all of his 889,200 currently
    exercisable  and  vested  employee  stock  options with an exercise
    price of $4.85 per share at any time until September 7, 2000.

      (b)  Commencing on February  24,  2000 and ending on September 7,
    2000,  Employee  may  exercise  any  or all of his 159,912 employee
    stock  options with  an exercise  price  of $14.375 per share which
    were scheduled to become exercisable and vest on February 24, 2000.

      (c)  Except as provided  in  this  Section 9, which modifies when
    Employee  may exercise the stock options under Sections 2, 3, 5 and
    6 of the Stock Option Agreements  between the Company and Employee,
    the  stock  options  shall  continue to be governed by the terms of
    such Stock Option Agreements.

      (d)  All other stock  options held by Employee shall terminate on
    the date of this Agreement.

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<PAGE>

      (e)  The Company shall  take  no  action to prevent Employee from
    exercising such stock options in accordance  with  the terms of the
    applicable  Stock Option Agreement, as  modified  hereby,  and  the
    Company hereby releases any right it might  otherwise have to do so
    (by way of setoff, counterclaim  or  otherwise),  regardless of any
    claims which  the  Company  might  have or assert against Employee,
    whether  or  not  such  claims relate to or arise out of Employee's
    breach of this Agreement or any future  agreement  or  relationship
    between  the  Company and  Employee.    The  Company  is  expressly
    reserving any such claims.

    10.  For nine months from the  date  of  this  Agreement,  Employee
    agrees  to  reasonably cooperate in good faith with  the Company in
    order to  assist  the  Company  and  Employee's  successor as Chief
    Financial Officer  in  achieving an orderly  transition,  including
    discussing the transition  with the  Company's  lenders, investment
    bankers and securities analysts.   Employee  also  agrees to assist
    the Company and its counsel in any litigation or other proceedings,
    including providing  testimony  at  deposition  and  at trial, with
    respect  to any matters which  arose  during  or  after  Employee's
    employment  by  the  Company  and of which  Employee  has  personal
    knowledge.  Such assistance and cooperation shall not  require  any
    minimum  time  commitment  by  Employee and  shall be scheduled  at
    times  mutually  convenient to Employee and the Company.   Employee
    shall be  reimbursed for  all reasonable  out-of-pocket  costs  and
    expenses incurred in this assistance and cooperation.

    11.  For  a  period  of five years from the date of this Agreement,
    neither  Employee  nor  the  Company  (which,  in  the  case of the
    Company, shall be deemed to be limited to the Company's  directors,
    executive officers  and  the  presidents of  its subsidiaries), nor
    anyone acting on behalf of or  with  the  authorization of Employee
    or the Company, shall  make any disparaging statements, either oral
    or in writing, whether true or untrue, and whether opinion or fact,
    to any third party,  including  but  not  limited to members of the
    media, concerning the other  party's  or  any  of  its  affiliates'
    business, services, operations,  financial  condition,  management,
    employees or conduct.  Notwithstanding the  foregoing, either party
    may make statements that are necessary to  comply  with  any lawful
    process or that are made  in the  course of  any  legal proceeding.
    Neither  party  shall directly or indirectly  instigate  any  legal
    proceeding for  the  purpose  of  evading the prohibition contained
    in this Section. The Company (and its directors, executive officers
    and  presidents of its  subsidiaries) agree to answer any inquiries
    about  Employee's  services  to  the  effect that, to the Company's
    knowledge, Employee performed his duties with integrity and in good
    faith.

                                   5
<PAGE>

    12.  Except  for  disclosure  to his family and legal and financial
    advisors, Employee agrees not to directly or indirectly disclose or
    permit the disclosure of the terms or  substance  of this Agreement
    to  any  person  or entity, including without limitation any future
    employer,  until  such  time, if  any,  as the Company has publicly
    disclosed  all of the  material  terms of this Agreement.  Notwith-
    standing the foregoing, Employee may state that a written agreement
    was executed  resolving his separation from the Company in a manner
    satisfactory  to  all parties and that its terms  forbid  him  from
    further commenting upon the Agreement.  The  parties have  prepared
    a joint press release which is attached hereto as  Exhibit  1,  and
    the  parties  agree to make no further statements inconsistent with
    the press release.

    13.  Employee  reaffirms  and  agrees that he will not  at any time
    disclose  any  trade  secrets  or  other  confidential  information
    regarding the Company and its services,  operations,  customers  or
    financial condition which Employee  acquired during  his employment
    relationship with  the  Company,  or  use any such trade secrets or
    other  confidential  information  in  any manner detrimental to the
    Company.  "Trade  secrets or other confidential  information" shall
    not include (i) information which,  at the  time  of disclosure, is
    in  the  public domain, (ii) information which Employee can show is
    in his possession at the time of  disclosure  and was not acquired,
    directly  or  indirectly,  from  the Company  or (iii)  information
    which was  received by Employee from a third party having the legal
    right to transmit the same.    Within five days  following the date
    of  this  Agreement,  Employee  shall  return  to  the Company  all
    documents,  computer  printouts,  computer  media,  keys  and other
    property which  belongs to  the Company  within his  possession  or
    control.   Employee  agrees  that  the  Company  may  notify any of
    Employee's prospective or future employers of the existence of this
    Section.

    14.  Each party agrees that, in the event of a breach or threatened
    breach of the provisions of this Agreement, the other  party  shall
    be entitled, in addition to all other  remedies  available  at  law
    or  in equity,  to  obtain  a  temporary  or  permanent  injunction
    enjoining  the  breaching  party from  any violation  or threatened
    violation of any of its covenants contained in this Agreement.

    15.  This  Agreement shall be binding upon and inure to the benefit
    of the parties and their respective successors, assigns, heirs  and
    legal representatives.

    16.  This Agreement contains the entire understanding and agreement
    of the parties relating to the subject matter hereof and supersedes
    any and all prior negotiations, discussions and agreements, whether
    oral  or  written,  including  without  limitation  the  Employment
    Agreement. This Agreement may not be amended, nor may any provision

                                   6
<PAGE>

    hereof  be  waived, except in a writing signed by  Employee  and  a
    duly  authorized representative of the Company.

    17.(a)  This Agreement shall  be  governed  by  and   construed  in
    accordance with the  laws  of  the  State  of Nevada, excluding its
    conflict of laws principles.  Any litigation relating to or arising
    out  of  this  Agreement  shall  be   instituted   and   maintained
    exclusively  in  state or  federal court  in Clark  County, Nevada,
    and the parties  hereby  consent to  the exclusive  jurisdiction of
    such courts and to such venue.   In the event of litigation between
    the parties concerning  this  Agreement, the prevailing party shall
    be entitled to recover its  reasonable attorneys' fees and expenses
    and court costs from the non-prevailing party.

      (b)  Upon the demand  of  either  party,  whether made before the
    institution of any judicial proceeding or not  more  than  10  days
    after service of a complaint, third-party complaint, cross-claim or
    counterclaim or any answer thereto  or  any amendment to any of the
    above, any Dispute (as defined below)  shall be resolved by binding
    arbitration in  accordance  with  the  terms  of  this  arbitration
    clause.   A "Dispute"  shall  include  any  dispute  or controversy
    between  the parties  arising out  of any matters addressed in this
    Agreement.   Arbitrations  conducted pursuant  to  this  Agreement,
    including  selection  of  arbitrators, shall be administered in Las
    Vegas,   Nevada   by   the    American    Arbitration   Association
    ("Administrator") pursuant to the  Commercial  Arbitration Rules of
    the Administrator.   Any  party  who  fails  to  submit  to binding
    arbitration following a  lawful  demand by the opposing party shall
    bear all costs and  expenses, including reasonable attorneys' fees,
    incurred by  the opposing  party in  compelling arbitration  of any
    Dispute.   Arbitrators  may  make  an  award of attorneys' fees and
    expenses.    An  arbitration  panel  shall  be  composed  of  three
    arbitrators.   The award of the arbitrators shall be in writing and
    shall specify the factual and legal basis for the award.    To  the
    maximum extent practicable, the  Administrator, the arbitrators and
    the parties shall take  any  action  necessary  to  require that an
    arbitration proceeding hereunder be concluded within 80 days of the
    filing of the Dispute  with  the  Administrator.   The  arbitrators
    shall be empowered to impose sanctions for  any  party's failure to
    proceed within the times established herein.   Each party agrees to
    keep   all   disputes   and   arbitration    proceedings   strictly
    confidential, except for disclosures of information required in the
    ordinary course  of  business  of  the  parties  or  as required by
    applicable law or regulation.    Otherwise  the  provisions  of NRS
    38.015-38.205 shall apply.

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<PAGE>

    18. If any term or provision of this Agreement shall be declared by
    a court  of competent  jurisdiction to be invalid or unenforceable,
    the remainder of this Agreement shall not be affected thereby.

    19.  Any  and  all  notices required or permitted to be given here-
    under  shall  be  in  writing  and  sent by  personal  delivery  or
    registered or  certified  mail to Employee's last  known  residence
    (as reflected in  the Company's personnel file),  in  the  case  of
    Employee,  or  to  the Company's  principal  office  in  Las Vegas,
    Nevada, in the  case  of  the  Company, or to such other address as
    either party may notify the other.

    20.  Nothing  contained  herein  is  intended  to  prevent,  limit,
    restrict  or  interfere  with  Employee's search for employment, or
    employment,  including  in  a similar position  in  the  gaming  or
    hospitality industry, and Employee's acceptance  of such employment
    or rendering of services  shall not  reduce  or otherwise limit the
    cash payments, stock  option  rights or other benefits due Employee
    hereunder or the Company's rights hereunder.

    21.  Upon reasonable request by either party, the parties  agree to
    execute any and all further agreements, instruments  or  documents,
    and to  take  any  and all further action, as may be  necessary  to
    carry out the purposes and intent of this Agreement.

    22.  The  person  executing this Agreement on behalf of the Company
    warrants  that he  has full  power and authority to so execute this
    Agreement  and  legally  bind  the  Company  and  that  he has been
    given all  necessary authority, and all corporate actions have been
    taken, to make this Agreement binding and enforceable.

    IN WITNESS WHEREOF, the Company and  Employee  have  executed  this
Agreement effective as of September 7, 1999.


                               MIRAGE RESORTS, INCORPORATED


Date:  9/7/99                  By:  BRUCE A. LEVIN
       ------                       -----------------------------------
                                    Bruce A. Levin
                                    Vice President and General Counsel



Date:  9/7/99                       DANIEL R. LEE
       ------                       -----------------------------------
                                    DANIEL R. LEE

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