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, 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
incorporation or organization)               Identification 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,  178,636,683  shares
outstanding as of May 9, 1997.
<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The unaudited condensed consolidated financial information as of
March  31, 1997 and for the three-month periods ended March  31,
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 March  31,  1997,  and  the
related  condensed consolidated statements of  income  and  cash
flows for the three-month periods ended March 31, 1997 and 1996.
These  condensed  consolidated   financial  statements  are  the
responsibility of the Company's management.

We  conducted our  reviews  in  accordance  with  the  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
May 12, 1997

                             -2-
<PAGE>
<TABLE>                      
<CAPTION>
                       MIRAGE RESORTS, INCORPORATED

                   CONDENSED CONSOLIDATED BALANCE SHEETS                                      
                              (In thousands)
                                           
                                  ASSETS
                      
                                              At March 31,    At December 31,
                                                  1997             1996
                                              ____________   ________________  
                                               (Unaudited)
<S>                                            <C>              <C>
Current assets                                      
 Cash and cash equivalents..................   $    84,305      $    81,908
 Receivables, net of allowance for                 
  doubtful accounts of $40,670 and $38,674..        59,681           70,196
 Inventories................................        27,204           27,554
 Prepaid expenses and other.................        36,939           56,625
                                               ------------     ------------
            Total current assets............       208,129          236,283
Property and equipment, net of accumulated     
 depreciation of $574,265 and $551,955......     1,893,472        1,728,348
                                                  
Other assets, net...........................       192,346          178,859
                                               ------------     ------------
                                               $ 2,293,947      $ 2,143,490
                                               ============     ============
                    
                    LIABILITIES AND STOCKHOLDERS' EQUITY                
                                                    
Current liabilities                                 
 Accounts payable...........................   $    94,718      $   120,294
 Accrued expenses...........................       107,880           97,718
 Current maturities of long-term debt.......           182              453
                                               ------------     ------------
            Total current liabilities.......       202,780          218,465

Long-term debt, net of current maturities...       570,668          468,140
Other liabilities, including deferred income
 taxes of $160,080 and $155,076.............       172,042          166,002
                                               ------------     ------------
            Total liabilities...............       945,490          852,607
                                               ------------     ------------
Commitments and contingencies                       
                                                    
Stockholders' equity                                
 Common stock:  178,631 and 178,336 shares
  outstanding...............................           940              940
 Additional paid-in capital.................       727,607          725,240
 Retained earnings..........................       910,679          856,215
 Treasury stock, at cost:  56,517 and    
  56,812 shares.............................      (290,769)        (291,512)
                                               ------------     ------------
            Total stockholders' equity......     1,348,457        1,290,883
                                               ------------     ------------
                                               $ 2,293,947      $ 2,143,490
                                               ============     ============
          See notes to condensed consolidated financial statements.
</TABLE>
                                   -3-
<PAGE>
<TABLE>
<CAPTION>
                       MIRAGE RESORTS, INCORPORATED
          
          CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                  (In thousands, except per share amounts)
                                                
                                                Three months ended March 31
                                                ----------------------------
                                                    1997             1996
                                                -----------       ----------
<S>                                             <C>               <C>
Gross revenues..............................    $  394,399        $ 408,668
Less - promotional allowances...............       (32,360)         (34,460)
                                                -----------       ----------
                                                   362,039          374,208
                                                -----------       ----------
Costs and expenses                                  
 Casino-hotel operations....................       202,918          208,252
 General and administrative.................        38,416           37,990
 Depreciation and amortization..............        21,356           22,143
 Corporate expense..........................         8,612            7,699
                                                -----------       ----------
                                                   271,302          276,084
                                                -----------       ----------
Operating income............................        90,737           98,124
                                                -----------       ----------
Other income (expense)                              
 Interest cost..............................       (12,726)          (6,720)
 Interest capitalized.......................         9,565            4,024
 Other, including interest income...........           144            7,077
                                                -----------       ----------
                                                    (3,017)           4,381
                                                -----------       ----------
Income before income taxes and extraordinary
 item......................................         87,720          102,505
Provision for income taxes.................         31,031           37,918
                                                -----------       ----------
Income before extraordinary item...........         56,689           64,587
Extraordinary item - loss on early
 retirement of debt, net of applicable
 income tax benefit........................         (2,225)               -
                                                -----------       ----------
Net income.................................     $   54,464        $  64,587
                                                ===========       ==========
Income per share of common stock                    
 Income before extraordinary item..........     $     0.30        $    0.33
 Extraordinary item - loss on early                
  retirement of debt, net of applicable
  income tax benefit.......................          (0.01)               -
                                                -----------       ----------
Net income per share of common stock.......     $     0.29        $    0.33
                                                ===========       ==========
          See notes to condensed consolidated financial statements.
</TABLE>
                                   -4-
<PAGE>
<TABLE>
<CAPTION>                       
                       MIRAGE RESORTS, INCORPORATED

       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)                
                              (In thousands)                                                    

                                                Three months ended March 31
                                                ----------------------------    
                                                    1997             1996
                                                -----------       ----------
<S>                                             <C>               <C>
Cash flows from operating activities                
 Net income................................     $   54,464        $  64,587
 Adjustments to reconcile net income to net
  cash provided by operating activities                       
   Provision for losses on receivables.....          2,695            6,043
   Depreciation and amortization of property
    and equipment, including amounts            
    reported as corporate expense..........         23,665           23,579
   (Gain) loss on property transactions....         (3,542)             799
   Equity in undistributed earnings of
    Monte Carlo............................         (7,408)               -
   Gain on sale of investment in Casino
    Iguazu.................................              -           (8,006)
   Amortization of debt discount and
    issuance costs.........................          3,741            3,496
   Loss on early retirement of debt........          3,422                -
   Deferred income taxes...................          4,337           15,528
   Changes in working capital pertaining to
    operating activities
     (Increase) decrease in receivables and   
      other current assets.................         28,523          (18,392)
     Decrease in trade accounts payable and
      accrued expenses.....................        (23,743)          (7,400)
   Other...................................            (61)             (55)
            Net cash provided by operating      -----------       ----------
             activities....................         86,093           80,179
                                                -----------       ----------
                                                    
Cash flows from investing activities                
 Capital expenditures......................       (192,149)         (55,810)
 Increase in construction payables.........          8,329            2,389
 Proceeds from sale of investment in          
  Casino Iguazu............................              -           12,500
 Other.....................................            106           (2,593)
            Net cash used for investing         -----------       ----------
             activities....................       (183,714)         (43,514)
                                                -----------       ----------
Cash flows from financing activities                
 Net increase (decrease) in bank credit
  facility and commercial paper borrowings.         99,317          (41,882)
 Exercise of common stock options,
  including related income tax benefit.....          3,918            8,200
 Other.....................................         (3,217)            (201)
            Net cash provided by (used for)     -----------       ----------
             financing activities..........        100,018          (33,883)
                                                -----------       ----------
Cash and cash equivalents                           
 Increase for the period...................          2,397            2,782
 Balance, beginning of period..............         81,908           48,026
                                                -----------       ----------
 Balance, end of period....................     $   84,305        $  50,808
                                                ===========       ==========
          See notes to condensed consolidated financial statements.
</TABLE>                                   
                                   -5-
<PAGE>
                  MIRAGE RESORTS, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 1 - COMPANY DESCRIPTION AND BASIS OF PRESENTATION

Mirage  Resorts, Incorporated (the "Company') owns and  operates
some  of  the most successful 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 120
acres  adjacent  to  Monte Carlo on the Las Vegas  Strip.   Beau
Rivage, a luxurious 1,777-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  period  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.

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 benefits of $1.2 million.
                             
                            -6-
<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, 1997 and 1996

Financial Highlights
<TABLE>
<CAPTION>
                                                Three months ended March 31
                                                ----------------------------
                                                    1997             1996
                                                -----------       ----------
                                               (Dollars in thousands, except
                                                per share and room rate
                                                amounts)

<S>                                             <C>               <C>
Gross revenues                                           
 The Mirage................................     $  217,002        $ 227,238
 Treasure Island...........................        101,314          105,009
 Golden Nugget.............................         52,777           59,681
 Golden Nugget-Laughlin....................         15,898           16,740
                                                -----------       ----------
                                                   386,991          408,668
 Equity in earnings of Monte Carlo.........          7,408                -
                                                -----------       ----------
                                                $  394,399        $ 408,668
                                                ===========       ==========  
Net revenues                                             
 The Mirage................................     $  198,674        $ 207,487
 Treasure Island...........................         94,020           96,959
 Golden Nugget.............................         47,748           54,668
 Golden Nugget-Laughlin....................         14,189           15,094
                                                -----------       ----------
                                                   354,631          374,208
 Equity in earnings of Monte Carlo.........          7,408                -
                                                -----------       ----------
                                                $  362,039        $ 374,208
                                                ===========       ==========  
Operating profit                                         
 The Mirage................................     $   59,136        $  62,812
 Treasure Island...........................         22,529           25,884
 Golden Nugget.............................          8,269           14,461
 Golden Nugget-Laughlin....................          2,007            2,666
                                                -----------       ----------
                                                    91,941          105,823
Equity in earnings of Monte Carlo..........          7,408                -
Corporate expense..........................         (8,612)          (7,699)
                                                -----------       ----------
                                                $   90,737        $  98,124
                                                ===========       ==========  
Operating margin (operating profit/net revenues)
 The Mirage................................          29.8%            30.3%
 Treasure Island...........................          24.0%            26.7%
 Golden Nugget.............................          17.3%            26.5%
 Golden Nugget-Laughlin....................          14.1%            17.7%
 Company-wide (before Monte Carlo and
  corporate expense).......................          25.9%            28.3%

Income before extraordinary item...........     $   56,689        $  64,587
Net income.................................     $   54,464        $  64,587
Income per share before extraordinary item.     $     0.30        $    0.33
Net income per share.......................     $     0.29        $    0.33
                                                                
Other information (excluding Monte Carlo)                       
 Company-wide table games win percentage...          20.0%            21.5%
 Company-wide occupancy of standard guest
  rooms....................................          99.4%            99.3%
 Average standard guest room rate (a)......     $       93        $      92
____________________________________________________________________________
(a) Cash rate (i.e., excluding complimentary accommodations) at the
    Company's Las Vegas hotels.
</TABLE>
                                   -7-
<PAGE>

The  1997  first  quarter was the second  best  quarter  in  the
Company's  history, nearly equaling the previous record  set  in
the  first  quarter  of  1996.  Earnings  per  share  before  an
extraordinary charge were $0.30, versus $0.33 in the 1996  first
quarter. Earnings in both quarters included non-recurring items.
The  1997 quarter included a 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 1996 first quarter included a 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.  As  discussed  in
Note  2 of Notes to Condensed Consolidated Financial Statements,
during  the 1997 first quarter the Company also incurred a  $2.2
million,  or  $0.01  per share, extraordinary charge  associated
with amending and increasing its revolving bank credit facility.

The  Company's  four  wholly owned resorts performed  very  well
during  the  1997  first   quarter,   albeit  against  difficult
comparisons  with  the record results of the prior-year  period.
These strong results were achieved despite increased competition
and  a  decline in the table games win percentage.  The Company-
wide table games win percentage was 20.0%,  versus  21.5% during
the  1996 first quarter.  By comparison, for the full years 1995
and 1996, the Company-wide table games win percentage  was 20.2%
and 19.3%, respectively.

Excluding  baccarat  revenues  in both  quarters,  combined  net
revenues  at the Company's wholly owned resorts were  relatively
flat.  Company-wide standard guest room occupancy was above  99%
in  both  periods,   while the average standard  room  rate  was
essentially unchanged.

The  Mirage reported net revenues of $198.7 million - one of the
strongest quarters in its seven years of operation.  During  the
first  quarter  of  1996, The Mirage benefited  from  an  above-
average  level  of  baccarat play with  a  significantly  above-
average  win  percentage.  The 1997 quarter also  experienced  a
strong  level  of  baccarat play, but with  a  more  normal  win
percentage.   Excluding baccarat revenues in both  periods,  The
Mirage's  net revenues rose by 3% over the strong results of the
prior-year  quarter.   Occupancy of The Mirage's  standard guest
rooms was over 99% during both quarters.

Treasure  Island also had a strong 1997 first quarter, producing
net  revenues  of  $94.0 million and operating income  of  $22.5
million.  These  results  were achieved despite the closure of a
nearby  casino in  July  1996,  the openings  of additional mid-
market competitors over the past year and construction  underway
on  several  improvements  to  the  resort.  These  improvements
include a new hotel lobby, a new Italian restaurant  and lounge,
additional retail space and a modest amount of additional gaming
area. The construction will be completed in stages, beginning in
July, at a total cost of approximately $25 million.

                            -8-
<PAGE>

The Golden Nugget in downtown Las Vegas had a particularly tough
comparison with the 1996 first quarter, which was the first full
quarter of operation of the Fremont Street Experience.  The 1997
quarter was also affected by the refurbishment of  1,382 of  the
facility's guest rooms.   This $22 million refurbishment project
was completed  in late April  and resulted  in approximately 15%
fewer available room nights in the 1997 first quarter versus the
prior-year period.   The resulting  reduction in  room  revenues
primarily  led to a  $2.4 million,  or 13%,  decline in net non-
casino revenues.  The reduction in the number of in-house guests
also adversely impacted table games and slot play,  contributing
to a $4.5 million, or 13%, decline in casino revenues.

The  Laughlin market continues to feel the effects of additional
competition  from neighboring casinos on Arizona and  California
Indian  reservations, as well as the new resorts in  Las  Vegas.
As  a result, both gaming and non-gaming volume at the Company's
small  Golden  Nugget  property were lower  in  the  1997  first
quarter,   accounting   for  the  decline  in its revenues   and
profitability.

The  1997  quarter benefited from the Company's 50% interest  in
the  earnings  of  Monte Carlo. This new facility  continues  to
perform  extremely  well,  producing  gross  revenues  of  $66.3
million  and operating income of $18.5 million during  the  1997
first quarter.  Hotel room occupancy remained firm at 96%.   The
average  room  rate climbed to almost $79, versus  $72  achieved
during  slightly over six months of operation  in  1996.   These
strong  results are particularly notable given the  early  first
quarter  opening  of  a  major  neighboring  competitor.   After
deducting  net  interest  expense,  this  unconsolidated   joint
venture  contributed  $7.4 million to the Company's  1997  first
quarter  operating  income.  Such amount is included  in  "Gross
revenues"  in the accompanying Condensed Consolidated Statements
of Income.

Interest  cost  and interest capitalized each rose significantly
over  the 1996 first quarter.  These increases primarily reflect
funding  for the Bellagio and Beau Rivage projects, as  well  as
additional borrowings in the second half of 1996 resulting  from
repurchases of the Company's common stock.

CAPITAL RESOURCES, CAPITAL SPENDING AND LIQUIDITY

During  the  1997  first quarter, the Company's growing  capital
expenditure  requirements were funded principally  by  operating
cash   flow  and  bank  credit  facility  and  commercial  paper
borrowings.  Net cash provided by operating activities (as shown
in  the  accompanying Condensed Consolidated Statements of  Cash

                            -9-
<PAGE>

Flows) was $86.1 million, up $5.9 million, or 7%, from the  1996
first quarter.

Capital  expenditures  during the 1997  quarter  totaled  $192.1
million.   A significant portion of this amount relates  to  the
construction  of  Bellagio  and Beau  Rivage.   Including  land,
capitalized interest and preopening costs, Bellagio is  expected
to  cost  approximately $1.4 billion and Beau Rivage is expected
to  cost  approximately $550 million.  At March  31,  1997,  the
Company had incurred approximately $444 million associated  with
Bellagio  and  approximately $92 million  associated  with  Beau
Rivage. During the 1997 first quarter, the Company also acquired
approximately $13 million of additional fine art to be displayed
in 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 an agreement with
the  New  Jersey Department of Transportation and  South  Jersey
Transportation  Authority with respect to the  construction  and
joint  funding   of  the road  improvements.   Selection   of  a
contractor  to  design and build the road improvements  will  be
determined   by   public  bidding,  and  construction   of   the
improvements will not proceed unless one or more bids within the
available  budget  are  submitted.  Bids  for  the  project  are
expected  to  be submitted  by July 1997.   On May 2, 1997,  the 
Company  filed  applications for various  permits  necessary for
development of a 2,000-guest room hotel-casino that would occupy
a portion of the 150-acre site.

The  required  permits for the hotel-casino  and the permits and
bids  for  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.

At  year-end  1996, the Company had no bank credit  facility  or
commercial   paper   borrowings   outstanding.    As   discussed
previously,  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.  During the 1997 first quarter,  capital expenditure
requirements   exceeded  the  Company's   operating  cash  flow,
requiring  net  bank  credit  facility  and   commercial   paper
borrowings of $99.3 million, leaving approximately $1.65 billion
available.

                           -10-
<PAGE>

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.

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 of 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-month periods ended March 31, 1997 and 1996 as  determined
in accordance with SFAS 128.

<TABLE>
<CAPTION>
                                                Three months ended March 31
                                                ----------------------------
                                                   1997             1996
                                                ----------        ----------       
<S>                                               <C>               <C>
Income per share before
 extraordinary item
  As reported..............................       $ 0.30            $ 0.33
  Pro forma
   Undiluted...............................         0.32              0.35
   Diluted.................................         0.30              0.33

Net income per share                                           
  As reported..............................       $ 0.29            $ 0.33
  Pro forma
   Undiluted...............................         0.31              0.35
   Diluted.................................         0.28              0.33
</TABLE>

                           -11-
<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).

PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

     11  Mirage  Resorts,  Incorporated  -  Computation  of  Net
         Income  Per Share of  Common  Stock for the three-month
         periods ended March 31, 1997 and 1996.

     15  Letter from  independent public accountants acknowledg-
         ing awareness of the use of their report dated  May 12,
         1997 in the Registrant's registration statements.

     27  Financial Data Schedule.

(b)  Reports on Form 8-K.

         On  January 21, 1997,  the Registrant filed  a  Current
         Report  on  Form  8-K,  dated January  10,  1997.   The
         Registrant  reported under  Item 5 that it had  entered
         into  a  Road Development  Agreement with the State  of
         New   Jersey,   acting  through   the   Department   of
         Transportation,    and   South  Jersey   Transportation
         Authority.
                           
                           -12-
<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 14, 1997                        By: DANIEL R. LEE
--------------                          ------------------------
    Date                                Daniel R. Lee
                                        Senior Vice President  -
                                        Finance and Development,
                                        Chief Financial  Officer
                                        and Treasurer (Principal
                                        Financial Officer)


                           -13-