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

                                FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 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, 198,943,912 shares outstanding as of August 4,
1999.

<PAGE>
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


The  unaudited condensed consolidated financial information as  of  June
30,  1999 and for the three-month  and six-month periods ended June  30,
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  June  30,  1999,  and  the  related  condensed
consolidated  statements  of income for the  three-month  and  six-month
periods  ended  June  30,  1999  and  1998  and  the  related  condensed
consolidated  statements of cash flows for the six-month  periods  ended
June  30,  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
August 4, 1999



                                 -2-
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED                                       MIRAGE RESORTS, INCORPORATED
BALANCE SHEETS
-----------------------------------------------------------------------------------------
                                                           At June 30,    At December 31,
                                                                  1999               1998
-----------------------------------------------------------------------------------------
(In thousands)                                             (UNAUDITED)
<S>                                                         <C>                <C>
ASSETS

Current assets
  Cash and cash equivalents                                 $   85,906         $   74,814
  Trade receivables, net of allowance for doubtful
    accounts of $47,198 and $40,480                            118,220            118,125
  Inventories                                                   94,140             74,195
  Preopening costs                                                   -             24,718
  Deferred income taxes                                         25,775             23,180
  Prepaid expenses and other                                    83,485             83,445
-----------------------------------------------------------------------------------------
            Total current assets                               407,526            398,477
Property and equipment, net of accumulated
  depreciation of $814,472 and $733,032                      3,897,612          3,290,189
Construction in progress                                       109,880            539,530
Other assets, net                                              258,465            302,006
-----------------------------------------------------------------------------------------
                                                            $4,673,483         $4,530,202
=========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Trade accounts payable                                    $  105,821         $  129,592
  Construction payables                                         28,767             42,859
  Accrued expenses                                             176,355            155,675
  Current maturities of long-term debt                             280                404
-----------------------------------------------------------------------------------------
            Total current liabilities                          311,223            328,530
Long-term debt, net of current maturities                    2,085,174          2,378,507
Other liabilities, including deferred income taxes
  of $199,950 and $207,063                                     214,852            221,328
-----------------------------------------------------------------------------------------
            Total liabilities                                2,611,249          2,928,365
-----------------------------------------------------------------------------------------

Commitments and contingencies

Stockholders' equity
  Common stock:  198,812 and 180,120 shares outstanding            940                940
  Additional paid-in capital                                 1,083,089            738,665
  Retained earnings                                          1,165,452          1,145,497
  Treasury stock, at cost:  36,336 and 55,028 shares          (187,247)          (283,265)
-----------------------------------------------------------------------------------------
            Total stockholders' equity                       2,062,234          1,601,837
-----------------------------------------------------------------------------------------
                                                            $4,673,483         $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                 Six Months
                                                                ---------------------     -----------------------
For the periods ended June 30                                     1999        1998            1999        1998
-----------------------------------------------------------------------------------------------------------------
(In thousands, except per share amounts)
<S>                                                             <C>          <C>          <C>            <C>
Revenues
  Casino                                                        $277,813     $162,369     $  591,788     $354,190
  Rooms                                                          134,752       74,707        258,274      146,548
  Food and beverage                                              116,085       54,605        221,874      110,136
  Entertainment                                                   44,564       21,586         90,157       46,580
  Retail                                                          36,529       16,194         67,615       31,329
  Other                                                           24,288       17,349         43,528       28,520
-----------------------------------------------------------------------------------------------------------------
                                                                 634,031      346,810      1,273,236      717,303
  Less - promotional allowances                                  (58,862)     (31,222)      (117,354)     (66,550)
-----------------------------------------------------------------------------------------------------------------
                                                                 575,169      315,588      1,155,882      650,753
-----------------------------------------------------------------------------------------------------------------
Operating costs and expenses
  Casino-hotel operations                                        372,345      198,818        726,877      404,573
  General and administrative                                      84,380       39,474        157,745       79,346
  Depreciation and amortization                                   52,357       22,472         96,189       45,056
-----------------------------------------------------------------------------------------------------------------
                                                                 509,082      260,764        980,811      528,975
-----------------------------------------------------------------------------------------------------------------
Operating profit                                                  66,087       54,824        175,071      121,778
Corporate expense                                                (11,852)      (9,607)       (23,110)     (18,092)
Preopening and related promotional expense                        (4,120)           -        (35,575)           -
Equity in earnings of Monte Carlo                                  7,722        7,347         16,580       14,786
-----------------------------------------------------------------------------------------------------------------
Income from operations                                            57,837       52,564        132,966      118,472
Interest cost                                                    (36,852)     (29,076)       (75,154)     (58,243)
Interest capitalized                                               5,759       25,803         17,481       49,628
Other, including interest income                                   1,823        3,703          2,913        8,560
-----------------------------------------------------------------------------------------------------------------
Income before income taxes, extraordinary item
  and cumulative effect of change in accounting
  principle                                                       28,567       52,994         78,206      118,417
Provision for income taxes                                       (10,105)     (19,375)       (27,674)     (43,198)
-----------------------------------------------------------------------------------------------------------------
Income before extraordinary item and cumulative
  effect of change in accounting principle                        18,462       33,619         50,532       75,219
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                                                      $ 18,462     $ 33,619     $   19,955     $ 71,698
=================================================================================================================

Income per share before extraordinary item and
  cumulative effect of change in accounting principle
    Basic                                                       $   0.10     $   0.19     $     0.27     $   0.42
    Diluted                                                         0.09         0.18           0.25         0.39
Net income per share
    Basic                                                       $   0.10     $   0.19     $     0.11     $   0.40
    Diluted                                                         0.09         0.18           0.10         0.37
-----------------------------------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                                     -4-
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED                                                      MIRAGE RESORTS, INCORPORATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------------------------------

Six months ended June 30                                                            1999         1998
--------------------------------------------------------------------------------------------------------
(In thousands)
<S>                                                                            <C>            <C>
Cash flows from operating activities
  Net income                                                                   $  19,955      $  71,698
  Adjustments to reconcile net income to net cash provided by operating
    activities
      Provision for losses on receivables                                         11,808         10,403
      Depreciation and amortization of property and equipment, including
        amounts reported as corporate expense                                    103,514         51,390
      Expensed preopening and related promotional costs                           35,575              -
      Equity in earnings of Monte Carlo                                          (16,580)       (14,786)
      Distributions from Monte Carlo                                              19,000          9,500
      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 pre-
          opening costs                                                           46,967              -
      Deferred income taxes                                                       (9,708)         6,234
      Changes in components of working capital pertaining to operating
        activities
          (Increase) decrease in trade receivables and other current assets      (29,988)        17,776
          Decrease in trade accounts payable and accrued expenses                 (7,273)       (29,689)
      Other adjustments                                                           (1,902)           218
-------------------------------------------------------------------------------------------------------
               Net cash provided by operating activities                         171,368        128,162
-------------------------------------------------------------------------------------------------------

Cash flows from investing activities
  Preopening and related promotional costs                                       (35,575)       (29,064)
  Capital expenditures                                                          (285,579)      (489,166)
  Increase (decrease) in preopening and construction payables                     (9,329)         5,610
  Proceeds from sales of property and equipment                                   14,569         58,624
  Boardwalk acquisition costs, net of cash acquired                                    -        (55,562)
  Other investing activities                                                       8,706        (28,485)
-------------------------------------------------------------------------------------------------------
               Net cash used for investing activities                           (307,208)      (538,043)
-------------------------------------------------------------------------------------------------------

Cash flows from financing activities
  Net increase (decrease) in bank credit facility and commercial
    paper borrowings                                                            (293,271)       301,231
  Issuance of long-term debt                                                           -        394,728
  Retirement of long-term debt                                                         -       (237,110)
  Issuance of common stock                                                       415,562              -
  Exercise of common stock options, including related income tax benefit          24,946          2,178
  Other financing activities                                                        (305)        (4,652)
-------------------------------------------------------------------------------------------------------
               Net cash provided by financing activities                         146,932        456,375
-------------------------------------------------------------------------------------------------------

Cash and cash equivalents
  Increase for the period                                                         11,092         46,494
  Balance, beginning of period                                                    74,814         99,337
-------------------------------------------------------------------------------------------------------
  Balance, end of period                                                       $  85,906      $ 145,831
=======================================================================================================
</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 ("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  periods 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 - 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  net
proceeds from the offering of approximately $415.6 million were used  to
reduce  the  Company's outstanding bank credit facility  and  commercial
paper borrowings.

NOTE 3 - 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

                                 -6-
<PAGE>
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 during the 1999 six-month period, net  of
income  tax benefit,  of  $30.6  million  ($0.16  per  share  basic  and
$0.15 per share diluted).

During the three- and six-month periods ended June 30, 1999, the Company
also incurred and expensed additional preopening and related promotional
costs associated with these projects as follows:

<TABLE>
<CAPTION>
                                                 Three             Six
For the periods ended June 30, 1999              Months           Months
------------------------------------------------------------------------
(In thousands, except per share amounts)
<S>                                             <C>             <C>
Preopening and related promotional expense      $  4,120        $ 35,575
Income tax benefit                                (1,442)        (12,277)
------------------------------------------------------------------------
                                                $  2,678        $ 23,298
========================================================================

Per share amount, net of income tax benefit
  Basic                                         $   0.01        $   0.13
  Diluted                                       $   0.01        $   0.12
------------------------------------------------------------------------
</TABLE>
Under the Company's previous accounting method, there would have been no
cumulative  effect adjustment, and Beau Rivage's preopening and  related
promotional costs would have been amortized to expense as follows:

<TABLE>
<CAPTION>
                                                 Three             Six
For the periods ended June 30, 1999              Months           Months
------------------------------------------------------------------------
(In thousands, except per share amounts)
<S>                                             <C>             <C>
Preopening and related promotional expense      $ 40,251        $ 54,489
Income tax benefit                               (13,946)        (18,877)
------------------------------------------------------------------------
                                                $ 26,305        $ 35,612
========================================================================

Per share amount, net of income tax benefit
  Basic                                         $   0.14        $   0.19
  Diluted                                       $   0.13        $   0.18
------------------------------------------------------------------------
</TABLE>

                                 -7-
<PAGE>
NOTE 4 - 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                  Six Months
                                    -------------------------   --------------------------
For the periods ended June 30           1999          1998          1999           1998
------------------------------------------------------------------------------------------
<S>                                 <C>           <C>           <C>            <C>
Weighted-average common shares
 outstanding (used in the
 calculation of basic
 earnings per share)                191,239,483   179,541,427   185,882,896    179,492,245
Potential dilution from
 the assumed exercise
 of common stock options             12,696,487    12,463,474    11,808,379     12,866,460
------------------------------------------------------------------------------------------
Weighted-average common and
 common equivalent shares
 (used in the calculation
 of diluted earnings per share)     203,935,970   192,004,901   197,691,275    192,358,705
==========================================================================================
</TABLE>

Stock  options  with  an exercise price higher than the  average  market
price  of  the  common  stock during the period are  excluded  from  the
calculation  of  diluted earnings per share.  As a result,  a  weighted-
average  of  approximately  2,607,000 and 1,905,000  stock  options  was
excluded  from  the  calculation during the 1998  three-  and  six-month
period,  respectively.  The number of stock options  excluded  from  the
calculation during the 1999 periods was not material.

                                 -8-
<PAGE>
ITEM  2.   MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Our  two  new resorts had a major impact on our operating results during
the  1999 periods.    Bellagio opened on the Las Vegas Strip on  October
15, 1998.    The 1999 second quarter was also the first full quarter  of
operation  for  our  Beau  Rivage  resort in Biloxi, Mississippi,  which
opened on March 16, 1999.

Including  the  contribution  from  these two  new  resorts,  our  total
revenues for the 1999 second  quarter  and six-month period increased by
83%  and  78%, respectively,  over  the prior-year period.  Company-wide
table  games  revenues increased by  $51.8  million,  or  69%,  for  the
quarter  and  $124.3  million,  or 72%,  for  the  year-to-date  period.
Table games drop (which approximates  the  amount of money exchanged  by
customers  for gaming chips) for each of  these  periods  rose  by  70%.
The  Company-wide table games win  percentage  during  both  periods  in
1998  and  1999 was below our historical average.   The  win  percentage
during  each  of  the  second  quarters was  16.8%,  sharply  below  our
historical average.    For the six-month periods, our Company-wide table
games  win  percentage  was 18.6% in 1999 and 18.4% in 1998.   Based  on
historical  results  for  the past three calendar years and the  mix  of
table games business at our new resorts,  we  estimate that the Company-
wide table games win percentage in the  1999  second quarter should have
been  approximately  20%.    We estimate that the  3.2-percentage  point
differential between  the  1999 second quarter's win percentage and  the
expected  norm  reduced  our earnings during that period by  some  $0.06
per share.

Our  slot  win  also  increased  substantially  over the  1998  periods.
Company-wide slot win grew by $60.1 million, or  75%,  for  the  quarter
and $102.5 million, or 62%, for the six-month period.

Non-casino revenues during the 1999  periods  totaled $356.2 million for
the quarter and $681.4 million for the six-month period.    Such amounts
represent  increases of 93% and 88% over  the  respective  1998  totals.
Company-wide  occupancy of  available  standard  guestrooms  during  the
second  quarter  averaged  96.5%  in  1999  and  99.3%  in  1998.    The
comparable occupancy percentages for the six-month  periods  were  97.2%
and 98.7%, respectively.    Our Company-wide average daily standard room
rate  increased  by  16%  for  the  quarter and 19%  for  the  six-month
period,   principally   reflecting  Bellagio's  room  rates,  which  are
generally higher that those of our other resorts.

In  addition  to  the  low  table  games win percentage,  our  operating
margin  was impacted by several other factors during the  1999  periods.
As  noted  previously,  the 1999  second  quarter  was  the  first  full
quarter  of  operations for Beau Rivage.    As is common  for  many  new
resort   hotels,  guestroom   occupancy   started  low   and   increased
gradually.   Occupancy  of Beau Rivage's standard guestrooms  was  75.6%
in April, 81.0% in May and 93.8% in  June.   The average daily room rate
at  this property also increased gradually.  The  earnings  contribution

                                 -9-
<PAGE>
from  Beau Rivage was also constrained in the period  since  opening  by
additional payroll, advertising and other costs related to  our  efforts
to  establish  this  resort's  long-term position as the leader  in  the
Gulf Coast market.

As  part  of  our  effort  to  increase tourism to the Mississippi  Gulf
Coast,  we  entered  into an agreement in the first quarter with AirTran
Airways  to provide additional air service to the region.    Similar  to
Beau  Rivage's room occupancy, the popularity of  the  new  air  service
increased  each  month.    The  overall  load  factors  on  the  flights
averaged 38% in April, 52% in May and 53% in June.

In  Las  Vegas,  we are refurbishing all of the guestrooms and suites at
Treasure  Island.   This  $70 million program began in February  and  is
scheduled for completion in October.    When completed, Treasure  Island
will   have  33   additional   suites  (replacing  65  of  its  standard
guestrooms)  and   the   furnishings of  its  remaining  2,614  standard
guestrooms  will  be  considerably  higher  in quality  than  they  were
previously.      Due   to   the  refurbishment   program,   there   were
approximately 9%  fewer  available room nights at Treasure Island during
the  second  quarter  and  8%  fewer  during  the  six-month  period  as
compared with the same periods in 1998.

A  more  competitive  market environment has also impacted our Las Vegas
resorts  during 1999.    A major new competing resort opened on March  2
at  the  southern  end  of  the  Las  Vegas Strip and another major  new
resort  has  been  opening  in  stages  directly  across  the Strip from
Treasure Island and The Mirage.    We  are  continuing  to  develop  and
implement  strategies  to enhance our competitive position in Las Vegas.
Some  of  these  strategies  include  introducing  new  restaurants  and
entertainment attractions,  refurbishing  our guestrooms and introducing
new  advertising and marketing programs.    We believe that some of  our
greatest  strengths  for  dealing  with  the  new  competition  are  the
superior  design,  condition  and  locations  of  our  resorts  and  the
friendliness and professionalism of our employees.

With  Bellagio  and  Beau Rivage now open, our depreciation expense  has
increased  significantly.    Our  depreciation  expense,  when  compared
with  the  prior  year,  increased  by $29.9 million, or  133%,  in  the
second  quarter  and  $51.1 million,  or  113%, in  the  1999  six-month
period.   The  substantial  growth in the size of our Company  has  also
resulted  in  higher  corporate  expense.     This  additional   expense
primarily  reflects  increased  payroll and professional  fees  together
with  the  costs  associated with our expanded activities in pursuit  of
entertainment attractions for our resorts.

Our  jointly  owned  Monte  Carlo resort has performed well during  1999
amidst  the  additional  competition  on  the  Las  Vegas  Strip.    Its
revenues,  operating  profit  and net income all increased  slightly  in
both  the  first  and  second quarters over the respective 1998 periods.
Higher  room  revenues  account for most of the increase in the resort's
operating  results,  which  we attribute largely to the opening  of  the
adjacent Bellagio and connection of the two resorts by a monorail.

                                -10-
<PAGE>
The  1999  periods  were  impacted  by   a  recently  issued  accounting
statement that requires start-up costs,  including  preopening costs  of
new   hotel-casinos,  to  be  expensed  as  incurred.     We  previously
capitalized these costs and amortized them to expense  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 all $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 of $30.6 million.    We also incurred and
expensed  an  additional  $4.1  million of preopening costs  during  the
1999   second   quarter,  principally   relating   to  our   development
activities  in Atlantic City.   Preopening  costs incurred and  expensed
during  the  1999 six-month period totaled  $35.6  million  and  largely
represent the costs associated with hiring and  training  Beau  Rivage's
workforce.

The  following  table  presents the impact of these charges on  our  net
income for the three-  and  six-month periods ended June 30, 1999.   All
adjustment amounts are shown net of applicable income tax benefit.

<TABLE>
<CAPTION>
                                                 Three Months                   Six Months
                                          --------------------------    --------------------------
                                                        Per Share                     Per Share
                                                    ----------------              ----------------
For the periods ended June 30, 1999       Amount    Basic    Diluted    Amount    Basic    Diluted
--------------------------------------------------------------------------------------------------
(In thousands, except per share amounts)
<S>                                      <C>        <C>       <C>      <C>        <C>       <C>
Net income, as reported                  $18,462    $0.10     $0.09    $19,955    $0.11     $0.10
Cumulative effect (to January 1, 1999)
  of accounting change                         -        -         -     30,577     0.16      0.15
Preopening and related promotional
  costs incurred and expensed              2,678     0.01      0.01     23,298     0.13      0.12
-------------------------------------------------------------------------------------------------
Income before charges for preopening
  and related promotional costs          $21,140    $0.11     $0.10    $73,830    $0.40     $0.37
=================================================================================================
</TABLE>

Reflecting our investment in Bellagio and Beau Rivage,  our  debt levels
and associated interest cost have risen significantly.    With these new
resorts  now complete, we are capitalizing very little  of  our interest
cost,  resulting in a much higher charge  for  interest  expense.   This
higher  interest expense will be reduced in  part  by  the  use  of  the

                                -11-
<PAGE>
$415.6  million net proceeds from our  May 11, 1999  stock  offering  to
repay  outstanding  debt.    The  category  "Other,  including  interest
income"  during  the 1998 periods includes interest earned on certain of
Boardwalk's  previously  issued debt securities that we acquired as part
of  the acquisition.   The  category also includes interest earned on an
escrow  account  that we established in October 1997 to fund our portion
of  the  cost  of road improvements in the Marina area of Atlantic City,
New Jersey.

The  $3.5  million  ($0.02  per  share basic and diluted)  extraordinary
loss  in  the  1998 six-month period reflects  the  early  repayment  in
March  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 charge during the 1999 periods.

CAPITAL RESOURCES, CAPITAL SPENDING AND LIQUIDITY

During  the  first half of 1999, we principally used our operating  cash
flow  together  with  borrowings  under  our bank  credit  facility  and
commercial paper program for the completion of Beau Rivage.    Net  cash
provided   by   operating  activities  (as   shown   in  the   Condensed
Consolidated  Statements of Cash Flows)  totaled  $171.4 million  during
the  first  six  months of 1999, versus $128.2 million during  the  same
1998  period.     This  increase  principally  reflects  the  additional
contribution  from  Bellagio  and  Beau Rivage.  The  1999  period  also
includes  additional  cash  distributions  from   Monte  Carlo  of  $9.5
million.

Principally  relating  to   the   completion  of  Beau  Rivage,  capital
expenditures  during  the  1999 six-month period totaled $285.6  million
and  preopening  and   related   promotional  costs  amounted  to  $35.6
million.   Including  land,  capitalized interest and preopening  costs,
Beau  Rivage  was  completed  at  a  total cost  of  approximately  $685
million.   Capital  expenditures  during  the first half  of  1999  also
include  $35.1  million  associated   with   the  guestroom  and   suite
refurbishment program at Treasure Island.    Completion of  the  project
is  scheduled  for October at an estimated  total  cost of approximately
$70  million.  At June 30, 1999, we had  incurred  $36.5 million of this
amount.

During the 1998  six-month  period,  capital expenditures and preopening
and  related  promotional  costs  totaled   $489.2   million  and  $29.1
million,  respectively.    In addition to amounts associated  with  Beau
Rivage,  the  1998  expenditures  also  included  amounts  expended  for
development of Bellagio.

                                -12-
<PAGE>
Proceeds  from  sales  of  property and equipment totaled $14.6  million
during  the  1999  six-month period, principally representing  sales  of
various  pieces  of fine artwork previously held for display and  resale
in the Bellagio Gallery of Fine Art.    During this same period, we also
acquired $12.6 million of fine art for display  and  resale.  During the
1998  period,  we received proceeds from sales of property and equipment
of  $58.6  million.   This  amount also included proceeds from sales  of
fine  artwork,  as  well as $23.5 million received from the sale  of  16
acres of land in Las Vegas.

We  completed  the  purchase of the Boardwalk hotel-casino  and  related
assets on June 30, 1998.  The  purchase  required total cash outlays  of
approximately $112.0 million.   We  spent approximately $51.9 million of
this  amount  in  1997,  primarily  to  acquire certain  of  Boardwalk's
previously   issued  debt  securities.     The  Boardwalk   acquisition,
together  with $118.8 million we incurred  in  September 1998 and  $27.6
million  we  spent in 1997 to acquire adjacent  land  on the  Las  Vegas
Strip, completed the assemblage of an approximately  23-acre  site at  a
total  cost of $258.4 million.  Combined with other  land  we  purchased
in 1993, we now own approximately 55 acres for  future  development with
over  1,200 feet of frontage on the  Strip  between Bellagio  and  Monte
Carlo.

We  are  in the very early design phase for a potential new hotel-casino
resort  we  expect to develop on this site.  The design, timing and cost
of  the  new  resort  are  still  highly uncertain and  will  depend  on
several  factors.   Among  these factors is the market's  absorption  of
Bellagio and the other new  resorts  on the Las Vegas Strip.  Because we
acquired  the  Boardwalk  and  adjacent land for development  of  a  new
resort, interest cost is  being  capitalized on the funds used for  such
purchases.   In the interim,  Boardwalk  is being accounted  for  as  an
incidental  operation.   Under  this method, Boardwalk's operations  are
excluded  from  our  consolidated operating results and its net  income,
as  well  as  rental  income  from the adjacent land, is recorded  as  a
reduction in the carrying value of the land.

We  are  progressing with the design phase for our resort development in
the Marina  area  of Atlantic City and construction is continuing on the
previously  funded  joint  venture  road improvement  project  with  the
state.   Our  current  plans call for the development of a wholly  owned
hotel-casino  resort  and, as described below, construction of a  second
resort  on a  25-acre  portion of our 120-acre site in partnership  with
Boyd  Gaming  Corporation.   A budget and construction schedule for  our
wholly owned hotel-casino 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
at least 1,200  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, of which approximately  $5

                                -13-
<PAGE>
million  had  been  contributed at June 30, 1999.  Boyd will  contribute
$150  million  in  cash.    The  joint venture will  attempt  to  obtain
acceptable  financing for the remaining 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 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.  Our Company has prevailed
in  all  of these  lawsuits  that have been adjudicated to date,  but  a
number  of  lawsuits  are  still pending in various  stages  and  others
could be filed in the future.    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.

We used the $415.6 million  net  proceeds received from the May 11, 1999
issuance   of   16,633,663   shares  of  our  common  stock  to   reduce
outstanding  bank  credit facility and commercial paper borrowings.   As
a  result,   we   achieved  a  $293.3  million  net  decrease  in  these
borrowings  during  the  first half of 1999.  At July  31,  1999,  these
borrowings  totaled  $1.17   billion,   leaving  $580  million  combined
availability  under our $1.75 billion  revolving  bank  credit  facility
and commercial paper program.

During  the  1998 six-month period, net borrowings under our bank credit
facility and  commercial  paper program increased by $301.2 million.  We
also  received  net  proceeds  of $394.7 million from  the  issuance  in
February  1998  of  $400  million  total principal amount  of  unsecured
debt.   This 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.    The balance of the incremental borrowing  during
the 1998 period  was  primarily used to fund construction of our two new
resorts and the acquisition of Boardwalk.

We  believe  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.

                                -14-
<PAGE>

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.

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

                                -15-
<PAGE>
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 July 31, 1999,  about 70% 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 most internally developed  systems
Year  2000  compliant by  August 1999 and all systems compliant by year-
end 1999.  We have not developed  a comprehensive contingency  plan.  As
previously mentioned, however, a number of our 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  implement our corrective action
plan.

                                -16-
<PAGE>

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.  Each of these new systems is Year  2000  compliant
and  also 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  July 31, 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.   These  forward-looking   statements   involve
important  risks and uncertainties that could significantly  affect  our
anticipated future results and, therefore, our actual results may differ
materially from those described in any forward-looking statement.  These
risks   and   uncertainties  include  those  relating  to   competition,
development   and  construction  activities,  dependence   on   existing
management,   leverage  and  debt  service  (including  sensitivity   to
fluctuations  in  interest  rates), domestic or  international  economic
conditions, pending or future legal proceedings, the effects of the Year
2000  issue,  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).    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.

                                -17-
<PAGE>
PART II. OTHER INFORMATION

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

(a)      The  Company's  1999  Annual   Meeting  of   Stockholders  (the
         "Meeting") was held on June 9, 1999.

(c)      At  the Meeting, Elaine P. Wynn and Richard D. Bronson were re-
         elected to  serve three-year terms as members of the  Board  of
         Directors.  The results of the voting were as follows:

         <TABLE>
         <CAPTION>
                                                        Shares
                                               -------------------------
                                                   For         Withheld
                                               -----------    ----------
            <S>                                <C>            <C>
            Mrs. Wynn                          163,623,642    10,430,883
            Mr. Bronson                        163,664,087    10,390,438
         </TABLE>

         At  the  Meeting,  the stockholders also approved the Company's
         1999  Cash  Bonus Plan and  ratified the appointment  of Arthur
         Andersen LLP as the Company's independent accountants for 1999.
         The results of the voting were as follows:

         <TABLE>
         <CAPTION>
                                                    Shares
                                    ------------------------------------
                                     In Favor      Opposed    Abstaining
                                    -----------   ----------  ----------
            <S>                     <C>           <C>          <C>
            1999 Cash Bonus Plan    160,354,145   12,537,362   1,163,018
            Arthur Andersen LLP     173,023,548      269,924     761,053
         </TABLE>

         Additionally, at  the  Meeting  the  stockholders  approved  an
         amendment  to the Company's Articles of Incorporation in  order
         to add  a  provision required by the New Jersey Casino  Control
         Act.  The vote on the amendment was 136,861,085 shares in favor
         and 1,097,344 shares opposed, with 3,432,720 shares  abstaining
         and 32,663,376 broker non-votes.

                                -18-
<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

      3.1   Certificate of Amendment  of  Articles  of  Incorporation of
            the Company, filed June 28, 1999.

     10.1   Employment Agreement,  dated  as  of May 20, 1999, among the
            Company, GNLV, CORP. and Barry A. Shier.

     10.2   Letter agreement, dated May 19, 1999,  between  Bellagio and
            Stephen A. Wynn.

     10.3   Letter agreement, dated June 16, 1999,  between Bellagio and
            Stephen A. Wynn.

     10.4   Letter  agreement, dated June 29, 1999, between Bellagio and
            Stephen A. Wynn.

     10.5   Amendment  No.  4  to  Amended and  Restated Loan Agreement,
            dated  as of June  29, 1999,  among  the Company, the Banks,
            Co-Arrangers, Co-Agents  and  Documentation  Agent  referred
            to therein and  Bank  of  America National Trust and Savings
            Association, as Administrative Agent.

     10.6   Letter agreement,  dated December 31, 1998, between Bellagio
            and Stephen A. Wynn (with exhibit).

     15     Letter  from  independent  public  accountants acknowledging
            awareness of the use of their  report  dated  August 4, 1999
            in the Company's registration statements.

     27     Financial Data Schedule.

(b)  Reports on Form 8-K.

     On May  10,  1999, the Company filed a Current Report on  Form  8-K
     dated  May  6,  1999 in which it filed, under Items  5  and  7,  an
     Underwriting Agreement and related Pricing Agreement with  Goldman,
     Sachs  & Co. relating to a public offering of the Company's  common
     stock.

                                -19-
<PAGE>

                              SIGNATURES



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



                                 Mirage Resorts, Incorporated

August 5, 1999                   by:    DANIEL R. LEE
--------------                          --------------------------------
      Date                              Daniel R. Lee
                                        Senior Vice President -  Finance
                                        and Development, Chief Financial
                                        Officer and Treasurer (Principal
                                        Financial Officer)

                                -20-