COMMERCIAL PAPER DEALER AGREEMENT


          July 24, 1997



          Morgan Stanley & Co. Incorporated
          1585 Broadway, 2nd Floor
          New York, New York  10036


          Dear Sirs:

                    Mirage Resorts, Incorporated, a Nevada corporation (the
          "Company"), hereby appoints you as its agent on  a  non-exclusive
          basis for  the  purpose of  soliciting  and receiving  offers  to
          purchase from  the  Company  from  time  to  time  its  Series  A
          commercial paper notes, maturing not later than nine months  from
          date of issue (the "CP Notes") in  an  aggregate principal amount
          outstanding not to exceed the amount authorized from time to time
          by the Board of Directors of the  Company.  The CP Notes will  be
          issued under an  Issuing and Paying  Agency Agreement dated  July
          24,  1997 (the "Paying  Agency  Agreement")  between the  Company
          and First Trust of New York, National Association, as Issuing and
          Paying  Agent  (the "Paying  Agent"),  and   will  be  issued  in
          denominations  of  $250,000 and  integral multiples of  $1,000 in
          excess thereof.  The Company may sell CP Notes directly to you as
          principal for resale to others.

                    SECTION 1.   ISSUANCE AND PURCHASE OF THE CP NOTES.  If
          you and the Company  shall agree upon the sale of any CP Notes to
          or through you  (including,  but not  limited to,  agreement with
          respect to the price, principal  amount, maturity and interest or
          discount rate thereof), (i) instructions  to the Paying Agent  to
          complete, authenticate and deliver the CP Notes shall be given in
          the manner described in the Paying Agency Agreement and (ii)  the
          authentication and delivery to you of such CP Notes by the Paying
          Agent against  payment  of  the  purchase  price  therefor  shall
          constitute the issuance of such CP Notes by the Company.

                    SECTION 2.   OFFERING OF THE CP NOTES; RESTRICTIONS  ON
          TRANSFER.   You agree with the  Company that (i) you will deliver
          a Private Placement  Memorandum (as hereinafter defined)  to each
          prospective investor in the CP Notes  prior to the initial  offer
          to purchase a CP Note or CP Notes by such investor, (ii) you will
          not solicit offers for, or offer or sell, CP Notes by any form of
          general solicitation  or general  advertising  or in  any  manner

                                    EXHIBIT 10.5
<PAGE>
          involving a public offering within the meaning of Section 4(2) of
          the Securities Act of 1933,  as  amended (the "Securities  Act"),
          and Rule 506 thereunder, and (iii) you will solicit offers for CP
          Notes  only  from,  and  will  offer   CP  Notes  only  to,   (x)
          institutional  investors   that   you  reasonably   believe   are
          "accredited  investors"  within the meaning of Rule  501(a) under
          the Securities Act or (y) persons that you reasonably believe are
          "qualified institutional buyers,"   as defined in Rule 144A under
          the Securities Act ("QIBs"), and, in either  case, who,  in  pur-
          chasing CP Notes, may be deemed to have represented and agreed as
          provided in paragraphs (1) through (7) of Section 2(b).

                         (b)  Each  Private   Placement  Memorandum   shall
          contain paragraphs in substantially the following form:

                    "Each purchaser of a  CP Note will  be deemed to  have 
                    represented and agreed as follows:

                    (1)  It understands that the CP Notes are being  issued
                         only in  transactions  not  involving  any  public
                         offering within the meaning of the Securities Act;

                    (2)  It is (A)  an institutional investor  which is  an
                         "Accredited Investor,"   as defined in Rule 501(a)
                         of Regulation  D  under  the  Securities  Act  (an
                         "Institutional   Accredited   Investor"),   or   a
                         "bank,"   as  defined in  Section  3(a)(2) of  the
                         Securities Act, or a savings and loan  association
                         or other institution  of the type  referred to  in
                         Section 3(a)(5)(A) of the Securities Act, that  is
                         acting as a fiduciary  in purchasing the CP  Notes
                         for the  account  of an  Institutional  Accredited
                         Investor, which has such knowledge and  experience
                         (or, if such Institutional Accredited Investor  is
                         acting as a fiduciary, it is a fiduciary with sole
                         investment discretion  having such  knowledge  and
                         experience) in financial and business matters that
                         it is capable (whether acting for its own  account
                         or in such fiduciary  capacity) of evaluating  the
                         merits and risks  of investing in  such CP  Notes,
                         has had  access to  such information  as it  deems
                         necessary in order to make an informed  investment
                         decision and is not purchasing the CP Notes with a
                         view to,  or  for  sale in  connection  with,  any
                         distribution; or (B)  in the case  of sales of  CP
                         Notes pursuant to Rule  144A under the  Securities
                         Act,  a   "qualified  institutional   buyer,"   as
                         defined in Rule 144A  under the Securities Act  (a
                         "QIB"), or  a  QIB  purchasing  the  CP  Notes  on
                         behalf of one or more other QIBs;

                                     -2-
<PAGE>
                    (3)  If in the future it (or any other investor or  any
                         other fiduciary or agent representing it)  decides
                         to sell such CP Notes  prior to maturity, said  CP
                         Notes will be  sold only in  a transaction  exempt
                         from registration  under  the Securities  Act  and
                         only  to  (i)  you  or  another  dealer  (each,  a
                         "Dealer") authorized by the Company, (ii)  to  the
                         Company, (iii) to a QIB, (iv) through a  Dealer to
                         an institutional investor  approved by the  Dealer
                         as an Institutional Accredited Investor or  (v) in
                         a transaction  previously approved  in writing  by
                         the Company as exempt from registration under  the
                         Securities Act;
          
                    (4)  It understands that,  although you  (or any  other
                         Dealer) or the  Company may  repurchase CP  Notes,
                         none of such entities is obligated to do so,  and,
                         accordingly, the  purchaser  (or  any  such  other
                         investor) should be prepared to hold the CP  Notes
                         until maturity;

                    (5)  It acknowledges that  the CP Notes  sold to it  by
                         you may be sold to it pursuant to Rule 144A  under
                         the Securities Act;

                    (6)  It understands  that  the  CP Notes  will  bear  a
                         legend substantially as follows:

                         THIS CP  NOTE HAS  NOT BEEN  REGISTERED UNDER  THE
                         SECURITIES  ACT   OF   1933,   AS   AMENDED   (THE
                         "SECURITIES ACT"),  AND  THE INITIAL SALE  OF THIS
                         CP NOTE  MAY  BE  MADE ONLY  TO  AN  INSTITUTIONAL
                         "ACCREDITED INVESTOR,"   AS DEFINED IN RULE 501(a)
                         UNDER  THE  SECURITIES  ACT    (AN  "INSTITUTIONAL
                         ACCREDITED    INVESTOR"),    OR     A   "QUALIFIED
                         INSTITUTIONAL BUYER,"   AS  DEFINED  IN RULE  144A
                         UNDER THE  SECURITIES  ACT  (A  "QIB").    BY  ITS  
                         ACCEPTANCE OF THIS CP  NOTE, THE PURCHASER  HEREOF
                         (A) REPRESENTS THAT  IT  IS   (i) AN INSTITUTIONAL
                         ACCREDITED INVESTOR OR  A "BANK"    AS DEFINED  IN 
                         SECTION  3(a)(2)  OF  THE  SECURITIES  ACT,  OR  A
                         SAVINGS AND LOAN ASSOCIATION OR OTHER  INSTITUTION
                         OF THE TYPE REFERRED  TO IN SECTION 3(a)(5)(A)  OF
                         THE SECURITIES ACT, THAT IS ACTING AS A  FIDUCIARY
                         ON BEHALF OF AN INSTITUTIONAL ACCREDITED  INVESTOR
                         AND THAT  THIS  CP  NOTE  IS  BEING  ACQUIRED  FOR
                         INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION  OR
                         (ii) A QIB ACTING ON  BEHALF OF ITSELF OR  ANOTHER
                         QIB, AND  (B) AGREES THAT  ANY RESALE  OF THIS  CP
                         NOTE WILL  BE MADE  ONLY IN  A TRANSACTION  EXEMPT
                         FROM  REGISTRATION   UNDER  THE   SECURITIES   ACT
                         (INCLUDING, IN  THE CASE  OF A  SALE BY  A QIB,  A
                         
                                     -3-
<PAGE>
                         TRANSACTION EXEMPT PURSUANT TO RULE 144A UNDER THE
                         SECURITIES ACT), AND,  IN EACH CASE,  ONLY TO  (i)
                         MORGAN  STANLEY  &  CO.  INCORPORATED  OR  ANOTHER
                         DEALER (EACH, A  "DEALER")   AUTHORIZED BY  MIRAGE
                         RESORTS,  INCORPORATED  (THE  "COMPANY"), (ii)  TO
                         THE  COMPANY,   (iii) THROUGH  A   DEALER  TO   AN
                         INSTITUTIONAL INVESTOR APPROVED BY A DEALER AS  AN
                         INSTITUTIONAL ACCREDITED INVESTOR,  (iv) TO A  QIB
                         OR (v) IN  A  TRANSACTION  PREVIOUSLY APPROVED  IN
                         WRITING BY THE  COMPANY IN ITS  SOLE AND  ABSOLUTE
                         DISCRETION AS EXEMPT  FROM REGISTRATION UNDER  THE
                         SECURITIES ACT;

                         and

                    (7)  It has received  the Private Placement  Memorandum
                         relating to the offering of  the CP Notes and  has
                         had full  opportunity  (i) to  ask  questions  and
                         receive   answers   concerning   the   terms   and
                         conditions of the offering  made pursuant to  such
                         Private Placement Memorandum  and (ii) to  request
                         from the Company and to review, and has  received,
                         all additional information necessary to verify the
                         accuracy of  the  information  contained  in  such
                         Private  Placement   Memorandum  or   incorporated
                         therein  by  reference  that  the  Company   could
                         provide without unreasonable effort or expense."

                    SECTION  3.    REPRESENTATIONS  AND  WARRANTIES.    The
          Company represents and warrants to and agrees with you as of  the
          date hereof,  as of  each date  on which  you solicit  offers  to
          purchase CP Notes, as of each  date on which the Company  accepts
          an offer to purchase CP Notes  (including any purchase by you  as
          principal), as of each  date the Company  issues and delivers  CP
          Notes and as  of each date  the Private  Placement Memorandum  is
          amended or  supplemented, as  follows (it  being  understood that
          such representations, warranties and  agreements shall be  deemed
          to relate  to  the Private  Placement  Memorandum  as  amended or
          supplemented to each such date):

                         (a)  The Company  has been  duly incorporated,  is
          validly existing as a corporation in good standing under the laws
          of the  State of  Nevada  and has  full  power and  authority  to
          execute, deliver and  perform this  Agreement.   The Company  has
          full power  and authority  to execute,  deliver and  perform  its
          obligations under the CP Notes and the Paying Agency Agreement.

                         (b)  The CP Notes have been duly authorized by the
          Company and, when executed  and authenticated in accordance  with
          the provisions of  the Paying Agency  Agreement and delivered  to
          and paid for by the purchasers  thereof, will be entitled to  the
          benefits of the  Paying Agency Agreement  and will  be valid  and
          binding obligations  of  the  Company,  enforceable  against  the

                                     -4-
<PAGE>
          Company in accordance  with their respective  terms, except  that
          (i) the  enforceability thereof  may  be limited  by  bankruptcy,
          insolvency, reorganization,  moratorium or  similar laws  now  or
          hereafter in effect  relating to or  affecting creditors'  rights
          generally, (ii) rights  of acceleration and  the availability  of
          equitable remedies  may be  limited  by equitable  principles  of
          general applicability, (iii) rights to indemnity and contribution
          may be limited by state or federal laws relating to securities or
          by the policies underlying such laws and (iv) no  representation,
          warranty or  agreement  is made  with  respect to  any  purported
          waivers of rights or defenses.

                         (c)  This  Agreement  has  been  duly  authorized,
          executed and delivered by the Company.

                         (d)  The  Paying  Agency  Agreement has  been duly
          authorized, executed and delivered  by the Company and,  assuming
          the due  authorization,  execution  and delivery  by  the  Paying
          Agent,  is  a  valid  and  binding  agreement  of  the   Company,
          enforceable against  the Company  in accordance  with its  terms,
          except  that  (i) the  enforceability thereof  may be  limited by
          bankruptcy, insolvency,  reorganization,  moratorium  or  similar
          laws  now  or  hereafter  in  effect  relating  to  or  affecting
          creditors' rights generally, (ii) rights of acceleration and  the
          availability of equitable  remedies may be  limited by  equitable
          principles of general  applicability, (iii)  rights to  indemnity
          and contribution may be limited by state or federal laws relating
          to securities or by the policies underlying such laws and (iv) no
          representation, warranty or agreement is made with respect to any
          purported waivers of rights or defenses.

                         (e)  The execution and delivery by the Company of,
          and the performance by the Company of its obligations under, this
          Agreement, the CP Notes and the Paying Agency Agreement, will not
          contravene any provision  of  applicable law or  the Articles  of
          Incorporation or Bylaws of the Company or any agreement or  other
          instrument binding upon  the Company or  any of its  subsidiaries
          that is material to the Company and its subsidiaries, taken as  a
          whole,  or  any judgment,  order or  decree of  any  governmental
          body, agency or court having jurisdiction over the Company or any
          subsidiary of the Company, the contravention of which would  have
          a material adverse effect on the business of the Company and  its
          subsidiaries, taken as  a whole,  and no  consent, approval,  au-
          thorization or order  of or qualification  with any  governmental
          body or agency is required for the performance by the Company  of
          its obligations under this Agreement, the CP Notes and the Paying
          Agency  Agreement,  except  such  as  may  be  required  by   the
          securities or Blue Sky laws of  the various states in  connection
          with the offer and sale of the CP Notes.

                         (f)  The issuance and sale  of the CP Notes  under
          the circumstances contemplated  hereby and by  the Paying  Agency
          Agreement do not require  registration of the CP Notes  under the
          Securities Act,  pursuant  to  the  exemption  from  registration
          contained in Section 4(2) thereof and the regulations promulgated
          thereunder and do  not require compliance with any  provision  of
          the Trust Indenture Act of 1939, as amended.

                                    -5-
<PAGE>
                         (g)  The Company is not  an   "investment company"
          or an entity "controlled" by an "investment  company,"   as  such 
          terms are  defined in  the Investment Company,  Act  of 1940,  as
          amended.

                         (h)  There has not  occurred any material  adverse
          change, or  any  development  involving  a  prospective  material
          adverse change, in the condition,  financial or otherwise, or  in
          the earnings,  business  or  operations  of  the Company and  its
          subsidiaries, taken  as  a whole,  from  that set  forth  in  the
          Private Placement Memorandum.

                         (i)  The CP  Notes  satisfy the  requirements  set
          forth in Rule 144A(d)(3) under the Securities Act.

                    SECTION 4.   AGREEMENTS.  The Company agrees  with you
          that:
          
                         (a)  The Company  will  promptly  deliver  to  you
          copies of all (i) filings by the Company with the Securities  and
          Exchange Commission and any United States securities exchange  on
          which securities of the Company are listed and (ii) all  material
          information generally supplied by the Company to its shareholders
          or by the  Company to  any of  Standard &  Poor's Ratings  Group,
          Moody's Investors Service,  Inc. or Duff  & Phelps Credit  Rating
          Co. (collectively, the  "Rating Agencies").

                         (b)  The  Company will  provide to you as  soon as
          practicable a  Private Placement  Memorandum containing  business
          and  financial  information  concerning the  Company  and  a  de-
          scription  of  the  CP  Notes  which   (with  any  amendments  or
          supplements provided by the Company) may  be used by you in  con-
          nection with the sale of the CP Notes until the Company  provides
          you with an updated or revised memorandum (such Private Placement
          Memorandum, together with any amendments or supplements thereto,
          including information incorporated therein by reference, if  any,
          is herein referred to as the "Private Placement Memorandum").

                         (c)  If, at  any time  when  you are  offering  CP
          Notes or  any  CP Notes  are  outstanding, any  event  occurs  or
          condition exists  as  a result  of  which the  Private  Placement
          Memorandum as  then  amended  or supplemented  would  include  an
          untrue statement  of  a  material fact,  or  omit  to  state  any
          material fact necessary to make  the statements therein,  in  the
          light of the circumstances  existing when such Private  Placement
          Memorandum is delivered to a purchaser, not misleading, or if, in
          your opinion or the  opinion of the Company,  it is necessary  at
          any time to amend or supplement the Private Placement  Memorandum
          as then amended  or supplemented to  comply with applicable  law,
          the Company will notify you as  promptly as practicable and  will
          prepare and  furnish to  you  a revision  or  supplement  to  the
          Private  Placement  Memorandum   satisfactory  in  all   material
          respects to you, that will correct such statement or omission  or
          effect such compliance.

                                     -6-
<PAGE>
                         (d)  The Company will, whether or  not any sale of
          CP  Notes  is  consummated,  pay  all  reasonable   out-of-pocket
          expenses incurred  by  you incident  to  the performance  of  its
          obligations under this  Agreement, the  CP Notes  and the  Paying
          Agency Agreement, including, without limitation,  reasonable fees
          and expenses of your counsel.

                         (e)  The  Company  will  notify  you  promptly  in
          writing of any downgrading, or of its  receipt of  any notice  of
          any intended  or potential  downgrading or  of any  review for  a
          possible change  that  does not  indicate  the direction  of  the
          possible change,  in the  rating accorded  any of  the  Company's
          securities by any of the Rating Agencies.

                         (f)  The Company agrees promptly from time to time
          to take such action as you may reasonably request to qualify  the
          CP Notes for offer and sale under the securities or Blue Sky laws
          of such  jurisdictions  as  you may  reasonably  request  and  to
          maintain such qualifications for as long as you shall  reasonably
          request.   The  Company also  agrees  to reimburse  you  for  any
          reasonable fees or costs (including reasonable out-of-pocket fees
          and disbursements of  counsel) incurred in  so qualifying the  CP
          Notes.

                         (g)  The Company will not sell, offer for sale  or
          solicit offers to buy  or otherwise negotiate  in respect of  any
          security (as  defined  in  the Securities  Act)  which  could  be
          integrated with the sale of the CP Notes in a manner which  would
          require the registration  under the Securities  Act of the  offer
          and sale of such CP Notes.

                         (h)  The Company will not solicit any offer to buy
          or offer  to  sell CP  Notes  by means  of  any form  of  general
          solicitation or general advertising,  within the meaning of  Rule
          502(c) under the Securities Act or otherwise, including: (x)  any
          advertisement, article, notice  or other communication  published
          in any newspaper,  magazine or  similar media  or broadcast  over
          television or  radio;  and  (y)  any  seminar  or  meeting  whose
          attendees have  been  invited  by  any  general  solicitation  or
          general advertising.

                         (i)  The  Company   will  furnish   to  you   such
          additional information as you may reasonably request.

                         (j)  At any time when  the Company is not  subject
          to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
          amended, the Company shall make  available, upon request, to  any
          holder, beneficial owner or prospective purchaser of any CP Notes
          the information required to be delivered to such persons pursuant
          to Rule 144A(d)(4) under the Securities  Act and will furnish  to
          you, upon request, copies of such information.

                                     -7-
<PAGE>
                    SECTION  5.  INDEMNITY  AND CONTRIBUTION.  The  Company
          agrees to (i) indemnify and hold harmless you and each person, if
          any, who controls you within the meaning of either Section 15  of
          the Securities Act or  Section 20  of the Securities Exchange Act
          of  1934,  as  amended  (you  and  each  such  other  person  are
          collectively referred  to  herein as "you"), from and against any
          and all losses,  claims, damages  and liabilities  caused by  any
          untrue statement or alleged untrue  statement of a material  fact
          contained in  the Private  Placement  Memorandum (as  amended  or
          supplemented if the Company  shall have furnished any  amendments
          or supplements thereto),  or caused  by any  omission or  alleged
          omission to state therein a material  fact required to be  stated
          therein   or  necessary  to   make  the  statements  therein  not
          misleading,  and  (ii) reimburse you  for all  reasonable out-of-
          pocket expenses  (including reasonable counsel fees)  as they are
          incurred by you in connection with investigating or defending any
          such loss, claim, damage or  liability.  The foregoing  indemnity
          and reimbursement obligation  shall not apply  in respect of  any
          statement in or  omission from the  Private Placement  Memorandum
          (as so amended or  supplemented) based on information  pertaining
          to you furnished to the Company by  you, or on your behalf.   The
          Company shall not, without your prior written consent, effect any
          settlement of any pending or threatened proceeding in respect  of
          which you are or could have been a party and indemnity could have
          been sought hereunder by you, unless such settlement (i) includes
          an unconditional release of you from all liability on claims that
          are the subject matter of such proceeding and for which indemnity
          could have  been  sought  hereunder and  (ii) does not  include a
          statement as to or an admission of fault, culpability or  failure
          to act, by or on behalf of you.  If the indemnification  provided
          for in this Section  5 is unavailable or  insufficient in respect
          of any losses, claims, damages or liabilities referred to herein,
          then you, on the  one hand, and the  Company, on the other  hand,
          shall contribute to the amount paid or payable by you as a result
          of such losses, claims, damages or liabilities in such proportion
          as is appropriate  to reflect the  relative benefits received  by
          you, on the one hand, and the Company, on the other hand, or,  if
          such allocation is  not permitted by  applicable law, to  reflect
          not only the  relative benefits referred  to above  but also  the
          relative fault  of each  of the  parties and  any other  relevant
          equitable considerations.

                    SECTION  6.   PAYMENT  AND DELIVERY.     Payment for CP
          Notes sold to or through you  pursuant to this Agreement shall be
          made by you in immediately  available funds payable to the Paying
          Agent for the account of the  Company in such manner and at  such
          time as provided in the Paying  Agency Agreement, at the  offices
          of the Paying Agent.  Delivery of CP Notes sold to or through you
          hereunder shall be  made against  payment of  the purchase  price
          therefor by the Paying Agent to you through the facilities of The
          Depository Trust Company  or in  definitive form  payable to  the
          bearer (and in such denominations as may reasonably be  requested
          by you) by 2:15 p.m., New York time, on the date agreed upon  for
          delivery.

                                     -8-
<PAGE>
                         (b)  In the  event the  Company shall  direct  the
          Paying Agent to cease issuing CP Notes, the Paying Agent shall be
          instructed by the  Company to issue  such CP Notes  as you  shall
          certify were sold within sixty (60) minutes after your receipt of
          written notice of such cessation and for which you had the  prior
          agreement of the Company pursuant to Section 1 of this Agreement.
          You  agree  upon  receipt  of   any  such  cessation  notice   to
          immediately cease effecting  transactions in CP  Notes; provided,
          however, that this provision shall have no effect with respect to
          CP Notes purchased by you as principal from the Company.

                    SECTION 7.   CONDITIONS OF YOUR OBLIGATION.  If you and
          the Company shall agree upon the sale of any CP Notes pursuant to
          Section 1 of this Agreement, your obligation to purchase CP Notes
          as principal and the  obligation of any  other purchaser to  pur-
          chase CP Notes  will be  subject to  the accuracy  of the  repre-
          sentations and warranties on the part  of the Company herein  and
          to  the  performance  and  observance  by   the  Company  of  all
          agreements herein  contained  on its  part  to be  performed  and
          observed (in the  case of your  obligation to  solicit offers  to
          purchase CP Notes, at the time of such solicitation, and, in  the
          case of your or any other  purchaser's obligation to purchase  CP
          Notes, at the time the Company accepts the offer to purchase such
          CP Notes and at the time of  purchase) and (in each case) to  the
          following additional conditions precedent when and as specified:

                         (a)  Prior to such solicitation or purchase:

                              (i)  there  shall  not   have  occurred   any
                         change, or any development involving a prospective
                         change, in the condition, financial or  otherwise,
                         or in the earnings, business or operations of  the
                         Company and its subsidiaries  from that set  forth
                         in the Private Placement Memorandum, as amended or
                         supplemented, that, in  your reasonable  judgment,
                         is material  and adverse  to the  Company and  its
                         subsidiaries, taken as a whole, and that makes it,
                         in  your  reasonable  judgment,  impracticable  to
                         market the CP Notes; and

                              (ii) there  shall  not   have  occurred   any
                         downgrading, nor shall any notice have been  given
                         of any intended or potential downgrading or of any
                         review  for  a  possible  change  that  does   not
                         indicate the direction of the possible change,  in
                         the  rating   accorded   any  of   the   Company's
                         securities by any of the Rating Agencies;

          except, in each case described in paragraph (a)(i) or (ii) above,
          as disclosed  to you  in writing  by the  Company prior  to  such
          solicitation or,  in the  case  of a  purchase  of CP  Notes,  as
          disclosed to you before the offer  to purchase such CP Notes  was
          made.

                         (b)  The  following  documents  shall  have   been
          provided to you at  or promptly following  the execution of  this
          Agreement:

                                     -9-
<PAGE>
                              (i)  an executed  copy of  the Paying  Agency
                         Agreement;

                              (ii)  a certified copy  of resolutions of the
                         Board of Directors of the Company authorizing  (a)
                         the issuance of the CP Notes and (b) the execution
                         and delivery  of  this Agreement  and  the  Paying
                         Agency Agreement;

                              (iii)    opinions of counsel to   the Company
                         substantially in the forms of Exhibits A-1 and A-2
                         hereto; and

                              (iv) all other documents reasonably requested
                         by you.

                    SECTION 8.   NOTICES. All communications hereunder will
          be in writing and effective only on receipt, and, if sent to you,
          will be mailed, delivered or  telecopied and confirmed to  Morgan
          Stanley & Co.  Incorporated at 1585  Broadway, Second Floor,  New
          York,  New York 10036 (telecopier number: (212) 761-0780), or, if
          sent to the Company, will be mailed, delivered, or telecopied and
          confirmed to the Company at 3400  Las Vegas Boulevard South,  Las
          Vegas,  Nevada  89109,  Attention:     Chief  Financial   Officer
          (telecopy number:  (702) 792-7628), or to either of the foregoing
          parties, or their successors, at such other address as such party
          or successor may designate from time to time by notice duly given
          in accordance with the terms of this Section 8 to the other party
          hereto.

                    SECTION 9.   AMENDMENTS; SUCCESSORS.    This  Agreement
          may be amended or supplemented if, but only if, such amendment or
          supplement is in writing  and is signed by  the Company and  you.
          This Agreement is not assignable  by either party hereto  without
          the written consent of the other party. 

                         (b)  This Agreement will inure  to the benefit  of
          and be  binding  upon the  parties  hereto and  their  respective
          successors and the controlling persons  referred to in Section  5
          and  the purchasers of CP Notes (to the extent expressly provided
          in Section 7), and no other person will have any right or obliga-
          tion hereunder.

                         (c)  The Company  will  give  you  notice  of  any
          proposed cancellation, amendment,  supplement, waiver or  consent
          to or under the Paying Agency  Agreement at least seven (7)  days
          prior to the effective date thereof.

                    SECTION 10.    TERMINATION.    This  Agreement  may  be
          terminated at any time by either party hereto upon the giving  of
          written notice of such termination to the other party hereto, but
          without prejudice to  any rights, obligations  or liabilities  of
          either party hereto  accrued or incurred  prior to such  termina-
          tion.   If  this  Agreement  is  terminated,  the  provisions  of

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<PAGE>
          Sections 3, 4(d), 4(f), 4(g) and 5 shall survive and continue  in
          full force and effect.  Upon  execution of this Agreement by  the
          Company and you,  the Commercial Paper  Dealer Agreement  between
          the  Company  and  you,  dated  November  13,  1995  (the  "Prior
          Agreement"),  shall  terminate,  except  that the  provisions  of
          Section 5 of the Prior Agreement shall survive such termination.

                    SECTION 11.   GOVERNING LAW.   This Agreement shall  be
          governed by and construed in accordance with the internal laws of
          the State of New York.

                    SECTION 12.    COUNTERPARTS.   This  Agreement  may  be
          signed in any number of counterparts,  each of which shall be  an
          original, with the same effect as  if the signatures thereto  and
          hereto were upon the same instrument.

                    SECTION 13.   HEADINGS.   The headings of the  sections
          of this Agreement have been inserted for convenience of reference
          only and shall not be deemed a part of this Agreement.



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<PAGE>
                    If  the   foregoing   is  in   accordance   with   your
          understanding of our agreement, please sign and return to us  the
          enclosed  duplicate  hereof,  whereupon  this  letter  and   your
          acceptance  shall  represent  a  binding  agreement  between  the
          Company and you.

                                             Very truly yours,

                                             MIRAGE RESORTS, INCORPORATED



                                             By:  /s/ DANIEL R. LEE
                                                  -------------------------
                                                  Daniel R. Lee
                                                  Chief Financial Officer


          The foregoing Agreement is hereby confirmed
          and accepted as of the date first above written.

          MORGAN STANLEY & CO. INCORPORATED


          By:       /s/ MICHAEL FUSCO
                    -----------------------
          Name:     Michael Fusco
          Title:    Vice President



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