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 September 30, 1997

                                OR

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

For the transition period from                 to 
                               ---------------    ---------------
Commission File No. 1-6697

                    Mirage Resorts, Incorporated
-----------------------------------------------------------------
      (Exact name of Registrant as specified in its charter)

          Nevada                               88-0058016
----------------------------      ------------------------------
(State or other jurisdiction of   (I.R.S. Employer Identification
 incorporation or organization)    No.)

     3400 Las Vegas Boulevard South, Las Vegas, Nevada  89109
-----------------------------------------------------------------
        (Address of principal executive offices - Zip Code)

                         (702) 791-7111
-----------------------------------------------------------------
      (Registrant's telephone number, including area code)

-----------------------------------------------------------------
(Former  name,  former address and former fiscal year, if changed
 since last report)

Indicate  by check mark whether the Registrant (1) has filed  all
reports  required  to be  filed by Section  13  or 15(d)  of  the
Securities  Exchange Act of 1934 during  the preceding 12  months
(or for such  shorter period that the Registrant was required  to
file  such  reports), and  (2) has been  subject to  such  filing
requirements for the past 90 days.   YES   X     NO  
                                         -----      -----
Indicate the number of shares outstanding of each of the issuer's
classes of  common  stock, as  of  the  latest practicable  date.
Common stock, $0.004 par value, 179,407,537 shares outstanding as
of November 13, 1997.
<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The unaudited condensed consolidated financial information as  of
September 30, 1997 and for the three-month and nine-month periods
ended September 30, 1997 and  1996  included in  this  report was
reviewed   by   Arthur   Andersen   LLP,    independent    public
accountants, in accordance with the professional   standards  and
procedures   established  for  such  reviews   by  the   American
Institute of Certified Public Accountants.
<PAGE>
         
         REVIEW REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
         -----------------------------------------------


To the Directors and Stockholders
of Mirage Resorts, Incorporated


We have reviewed the accompanying condensed consolidated  balance
sheet of Mirage Resorts, Incorporated (a Nevada corporation)  and
subsidiaries (the "Company") as of September 30,  1997,  and  the
related condensed  consolidated  statements  of  income  for  the
three-month  and nine-month  periods ended September 30, 1997 and
1996 and the  related  condensed  consolidated statements of cash
flows for the nine-month  periods  ended  September  30, 1997 and
1996. 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,  1996,
and the related consolidated statements of income,  stockholders'
equity and  cash flows  for the  year then  ended (not  presented
herein), and, in our report dated March 7, 1997, we expressed  an
unqualified opinion on  those consolidated financial  statements.
In our opinion,  the information  set forth  in the  accompanying
condensed  consolidated  balance  sheet   of    Mirage   Resorts,
Incorporated and subsidiaries as of December 31, 1996, is  fairly
stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.



                                ARTHUR ANDERSEN LLP



Las Vegas, Nevada
November 13, 1997


                                2
<PAGE>

<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED                                           MIRAGE RESORTS, INCORPORATED
BALANCE SHEETS
---------------------------------------------------------------------------------------------
                                                          At September 30,    At December 31,
                                                                      1997               1996
---------------------------------------------------------------------------------------------
(In thousands)                                                 (Unaudited)
<S>                                                             <C>                <C>
ASSETS

Current assets
  Cash and cash equivalents                                     $  100,863         $   81,908
  Receivables, net of allowance for doubtful accounts
    of $48,109 and $38,674                                          75,477             70,196
  Inventories                                                       28,903             27,554
  Prepaid expenses and other                                        52,863             56,625
---------------------------------------------------------------------------------------------
          Total current assets                                     258,106            236,283
Property and equipment, net of accumulated depreciation
  of $616,938 and $551,955                                       1,362,895          1,372,484
Construction in progress                                           863,746            313,205
Other assets, net                                                  416,421            221,518
---------------------------------------------------------------------------------------------
                                                                $2,901,168         $2,143,490
=============================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                              $  126,205         $  120,294
  Accrued expenses                                                 100,836             97,718
  Current maturities of long-term debt                                 143                453
---------------------------------------------------------------------------------------------
          Total current liabilities                                227,184            218,465
Long-term debt, net of current maturities                        1,036,340            468,140
Other liabilities, including deferred income taxes of
  $165,587 and $155,076                                            178,498            166,002
---------------------------------------------------------------------------------------------
          Total liabilities                                      1,442,022            852,607
---------------------------------------------------------------------------------------------

Commitments and contingencies

Stockholders' equity
  Common stock:  179,046 and 178,336 shares outstanding                940                940
  Additional paid-in capital                                       732,426            725,240
  Retained earnings                                              1,014,479            856,215
  Treasury stock, at cost:  56,102 and 56,812 shares              (288,699)          (291,512)
---------------------------------------------------------------------------------------------
          Total stockholders' equity                             1,459,146          1,290,883
---------------------------------------------------------------------------------------------
                                                                $2,901,168         $2,143,490
=============================================================================================
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
                                              3
<PAGE>

<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED                                             MIRAGE RESORTS, INCORPORATED
STATEMENTS OF INCOME (UNAUDITED)
-----------------------------------------------------------------------------------------------
                                                   Three Months               Nine Months
                                              ---------------------     -----------------------
For the periods ended September 30              1997         1996         1997          1996
-----------------------------------------------------------------------------------------------
(In thousands, except per share amounts)
<S>                                           <C>          <C>          <C>          <C>
Gross revenues                                $400,631     $370,825     $1,168,787   $1,122,676
Less - promotional allowances                  (31,478)     (32,273)       (93,234)     (97,264)
-----------------------------------------------------------------------------------------------
                                               369,153      338,552      1,075,553    1,025,412
-----------------------------------------------------------------------------------------------
Costs and expenses
  Casino-hotel operations                      207,935      193,454        609,700      589,254
  General and administrative                    42,507       39,036        120,879      114,510
  Depreciation and amortization                 22,216       22,141         65,590       66,507
  Corporate expense                              9,042        7,946         24,357       21,724
-----------------------------------------------------------------------------------------------
                                               281,700      262,577        820,526      791,995
-----------------------------------------------------------------------------------------------
Operating income                                87,453       75,975        255,027      233,417
-----------------------------------------------------------------------------------------------
Other income (expense)
  Interest cost                                (18,709)      (7,408)       (45,912)     (20,629)
  Interest capitalized                          15,114        6,312         36,613       16,241
  Other, including interest income               1,215          106          2,723       11,524
-----------------------------------------------------------------------------------------------
                                                (2,380)        (990)        (6,576)       7,136
-----------------------------------------------------------------------------------------------
Income before income taxes and                        
  extraordinary item                            85,073       74,985        248,451      240,553
Provision for income taxes                      30,174       26,249         87,962       86,631
-----------------------------------------------------------------------------------------------
Income before extraordinary item                54,899       48,736        160,489      153,922
Extraordinary item - loss on early
  retirement of debt, net of applicable
  income tax benefit                                 -            -         (2,225)           -
-----------------------------------------------------------------------------------------------
Net income                                    $ 54,899     $ 48,736     $  158,264   $  153,922
===============================================================================================
Income per share of common stock
  Income before extraordinary item            $   0.29     $   0.25     $     0.84   $     0.79
  Extraordinary item - loss on early
    retirement of debt, net of applicable
    income tax benefit                               -            -          (0.01)           -
-----------------------------------------------------------------------------------------------
Net income per share of common stock          $   0.29     $   0.25     $     0.83   $     0.79
===============================================================================================
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
                                              4
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED                                               MIRAGE RESORTS, INCORPORATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
-------------------------------------------------------------------------------------------------
Nine months ended September 30                                               1997          1996
-------------------------------------------------------------------------------------------------
(In thousands)
<S>                                                                       <C>           <C>
Cash flows from operating activities
  Net income                                                              $ 158,264     $ 153,922
  Adjustments to reconcile net income to net cash provided
    by operating activities
      Provision for losses on receivables                                    12,441        14,399
      Depreciation and amortization of property and equipment,
        including amounts reported as corporate expense                      72,282        71,076
      Equity in undistributed earnings of Monte Carlo                       (22,792)       (2,057)
      Gain on sale of investment in Casino Iguazu                                 -        (8,006)
      Amortization of debt discount and issuance costs                       10,974        10,725
      Loss on early retirement of debt                                        3,422             -
      Deferred income taxes                                                   6,564        14,051
      Changes in working capital pertaining to operating activities
        Increase in receivables and other current assets                    (11,362)       (8,384)
        Decrease in trade accounts payable and accrued expenses             (20,977)      (26,415)
      Other                                                                    (876)       (4,569)
-------------------------------------------------------------------------------------------------
               Net cash provided by operating activities                    207,940       214,742 
-------------------------------------------------------------------------------------------------

Cash flows from investing activities
  Capital expenditures                                                     (620,569)     (215,272)
  Increase in construction payables                                          30,006        15,990
  Joint venture and other investments                                       (51,235)      (23,747)
  Proceeds from sale of investment in Casino Iguazu                               -        12,500
  Proceeds from sale of other equity investments                                  -        18,127
  Acquisition of fine art inventory                                         (85,948)            -
  Other                                                                     (24,026)      (17,858)
-------------------------------------------------------------------------------------------------
               Net cash used for investing activities                      (751,772)     (210,260)
-------------------------------------------------------------------------------------------------

Cash flows from financing activities
  Net bank credit facility and commercial paper borrowings                  259,584        71,118
  Issuance of notes and debentures                                          296,052             -
  Repurchases of common stock                                                (1,091)      (64,131)
  Exercise of common stock options, including related income 
    tax benefit                                                               8,795        14,477
  Other                                                                        (553)         (293)
-------------------------------------------------------------------------------------------------
               Net cash provided by financing activities                    562,787        21,171
-------------------------------------------------------------------------------------------------

Cash and cash equivalents
  Increase for the period                                                    18,955        25,653
  Balance, beginning of period                                               81,908        48,026
-------------------------------------------------------------------------------------------------
  Balance, end of period                                                  $ 100,863     $  73,679
=================================================================================================
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
                                              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"),  through wholly
owned  subsidiaries, owns  and operates some of the most success-
ful  casino-based  entertainment  resorts  in  the  world.  These
resorts include The Mirage and Treasure  Island on the Las  Vegas
Strip,  the  Golden Nugget in downtown Las  Vegas and the  Golden
Nugget-Laughlin in Laughlin, Nevada.  The  Company is  also a 50%
partner in  a joint venture  that owns  and  operates  the  Monte
Carlo  Resort  &  Casino ("Monte  Carlo"), which  opened June 21,
1996 on the Las Vegas Strip.

The Company is currently constructing two additional wholly owned
hotel-casino resorts.    Bellagio, an  elegant  3,005-guest  room
luxury resort, is  being constructed on  approximately 118  acres
adjacent to Monte Carlo on the  Las Vegas Strip.  Beau Rivage,  a
luxurious  1,780-guest   room   beachfront   resort,   is   being
constructed on  approximately 21  acres in  Biloxi,  Mississippi.
Both resorts are scheduled to be completed in 1998 - Bellagio  in
mid-October and Beau Rivage in mid-December.

The accompanying condensed consolidated financial statements have
been  prepared  in  accordance   with  the  accounting   policies
described in the Company's 1996 Annual  Report on Form 10-K  (the
"1996 Annual Report") and should  be  read  in  conjunction  with
the Notes to  Consolidated Financial Statements  which appear  in
that  report.    The  Condensed  Consolidated  Balance  Sheet  at
December 31,  1996  contained  herein was  derived  from  audited
financial  statements,  but  does  not  include  all  disclosures
included in the 1996 Annual Report and applicable under generally
accepted accounting principles.

In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary  for a fair  presentation
of the results for the interim  periods have been included.   The
results  for  the  1997  interim  periods  are  not   necessarily
indicative of expected results for the full year.

Certain   amounts in  the 1996  condensed consolidated  financial
statements have  been  reclassified  to  conform  with  the  1997
presentation.   These  reclassifications  had no  effect  on  the
Company's net income.

NOTE 2 - BANK CREDIT FACILITY AMENDMENT

On March 7, 1997, the Company's $1 billion revolving bank  credit
facility was amended to increase the total availability to  $1.75
billion and extend the maturity date from May 1999 to March 2002.
Under  certain  circumstances,  the   facility  can  be   further
increased  to  $2  billion.    The  amendment  also  reduced  the
Company's borrowing cost  and eliminated or  relaxed many of  the
bank facility's financial covenants.

                                6
<PAGE>

In many respects, the  amended bank facility  is tantamount to  a
new facility.  As a result, the Company wrote off the unamortized
up-front costs and fees associated  with the original $1  billion
facility, resulting in an  extraordinary charge of $2.2  million,
net of applicable income tax benefit of  $1.2 million.

NOTE 3 - ISSUANCE OF LONG-TERM DEBT

On August  5, 1997,  the Company  issued $200  million  principal
amount of 6 3/4%  unsecured notes due  August  1, 2007  and  $100
million  principal  amount  of 7 1/4%  unsecured  debentures  due
August 1, 2017.  The net proceeds  from the  offering of  approx-
imately  $296.1  million  were  used  to repay  a portion  of the
Company's outstanding  bank credit  facility and commercial paper
borrowings.

                                7
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

COMPARISON OF OPERATING RESULTS FOR THE THREE-MONTH PERIODS ENDED
SEPTEMBER 30, 1997 AND 1996

FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Three months ended September 30                               1997            1996
----------------------------------------------------------------------------------
(Dollars in thousands, except per share and room rate amounts)
<S>                                                       <C>             <C>
Gross revenues
  The Mirage                                              $230,444        $193,573
  Treasure Island                                           99,475         104,275
  Golden Nugget                                             50,176          52,078
  Golden Nugget-Laughlin                                    13,904          13,674
----------------------------------------------------------------------------------
                                                           393,999         363,600
  Equity in earnings of Monte Carlo                          6,632           7,225
----------------------------------------------------------------------------------
                                                          $400,631        $370,825
----------------------------------------------------------------------------------

Net revenues
  The Mirage                                              $213,241        $175,412
  Treasure Island                                           91,919          96,485
  Golden Nugget                                             45,093          47,262
  Golden Nugget-Laughlin                                    12,268          12,168
----------------------------------------------------------------------------------
                                                           362,521         331,327
  Equity in earnings of Monte Carlo                          6,632           7,225
----------------------------------------------------------------------------------
                                                          $369,153        $338,552
----------------------------------------------------------------------------------

Operating profit
  The Mirage                                              $ 64,802        $ 45,164
  Treasure Island                                           18,947          22,985
  Golden Nugget                                              5,828           8,371
  Golden Nugget-Laughlin                                       286             176
----------------------------------------------------------------------------------
                                                            89,863          76,696
  Equity in earnings of Monte Carlo                          6,632           7,225
  Corporate expense                                         (9,042)         (7,946)
----------------------------------------------------------------------------------
                                                          $ 87,453        $ 75,975
----------------------------------------------------------------------------------

Operating margin (operating profit/net revenues)       
  The Mirage                                                 30.4%           25.7%
  Treasure Island                                            20.6%           23.8%
  Golden Nugget                                              12.9%           17.7%
  Golden Nugget-Laughlin                                      2.3%            1.4%
  Company-wide (before Monte Carlo and corporate expense)    24.8%           23.1%
----------------------------------------------------------------------------------
Net income                                                $ 54,899        $ 48,736
Net income per share                                      $   0.29        $   0.25
----------------------------------------------------------------------------------

Other information (excluding Monte Carlo)                    
  Company-wide table games win percentage                    25.5%           19.2%
  Company-wide occupancy of standard guest rooms             98.7%           99.2%
  Average standard guest room rate (a)                    $     86        $     88
----------------------------------------------------------------------------------
(a)  Cash rate (i.e., excluding complimentary accommodations) at the Company's
     Las Vegas hotels.
</TABLE>
                                        8
<PAGE>

The  1997  third  quarter  was the  best  third  quarter  in  the
Company's  history.  Net income per share of $0.29  represents  a
16%  increase  over  the $0.25 per share reported  in  the  third
quarter  of  1996.   The Company has now reported  year-over-year
increases in earnings per share in 14 of the past 15 quarters.

The  Company-wide table games win percentage was  a  higher-than-
historical average 25.5%, versus 19.2% in the prior-year  period.
The  Company's table games win percentage has averaged 20.1% over
the  past 12 quarters. Company-wide standard guest room occupancy
remained high at 98.7%, versus 99.2% in the 1996 third quarter.

Substantially all of the earnings  growth was attributable to the
Company's flagship resort, The Mirage, which had the best quarter
in its history.  The Mirage's net  revenues  and operating income
increased by 22%  and  43%, respectively, over  the third quarter
of 1996.  These results reflect increases in table games and slot
play, as  well  as an increase in the table games win percentage.
Table games revenues increased by $33.8 million, or 51%, and slot
revenues grew by $3.8 million, or 13%. Largely due to a reduction
in the number of  performances by Siegfried & Roy, net non-casino
revenues were down slightly (2%).  Standard room occupancy at The
Mirage continued strong at 99.4%, versus 99.9% in the 1996  third
quarter, with a small increase in the average standard room rate.
The  strong  results  at  The Mirage were achieved  despite  $2.7
million  of  abandonment charges related to the  construction  of
a new gourmet restaurant (Melange) that opened August 30,  and  a
new employee  parking  garage  expected  to be completed in March
1998.

The  increase in operating results at The Mirage more than offset
a  net  decrease  in  operating results at  the  Company's  other
resorts.   Treasure  Island  was adversely  affected  during  the
quarter  by  construction disruptions and additional  competition
from  new  resorts  on  the Las Vegas Strip.   Treasure  Island's
luxurious new hotel lobby was completed in early August and a new
retail outlet opened in September.  A new Italian restaurant  and
additional  casino  space are currently  under  construction  and
scheduled  for  completion  later this  year.   The  construction
temporarily  resulted in approximately 12%  fewer  slot  machines
at  Treasure  Island  versus  the  third  quarter of 1996.  This,
together with the competitive  market  conditions,  resulted in a
decrease in slot  revenues,  which  primarily  accounted for  the
decrease  in  revenues and operating  income.   Treasure Island's
standard room  occupancy  remained strong  during the  1997 third
quarter at 99.6%, versus 99.5% in the prior-year period.

The Golden Nugget in downtown Las Vegas continued to be adversely
affected    by   market   conditions,   particularly   additional
competition  from  the new resorts on the Las Vegas  Strip.   The
Golden  Nugget's casino revenues were relatively flat.   However,
with  visitor  counts  lagging  behind the  increase in City-wide
guest  room  inventory,   the  average  standard  room  rate  and
occupancy were down slightly, resulting in an 11% decrease in net
non-casino revenues.

                                9
<PAGE>

During  the 1997 third quarter, Monte Carlo produced net revenues
of  $60.6 million and operating income of $15.8 million.   During
the  1996  third  quarter, its first full quarter  of  operation,
Monte  Carlo produced net revenues and operating income of  $67.4
million  and  $18.6  million, respectively.  Management  believes
that  initial trial visitation in the 1996 quarter, together with
the interim increases in competition, contributed to the decrease
in Monte Carlo's  operating  results.  Partially offsetting this,
the  unconsolidated  joint  venture had $2.6  million of interest
expense  during  the  1997  quarter,  versus  $4.3 million in the
prior-year period,  reflecting the  utilization of operating cash
flow to substantially  reduce  debt  over  the past  year.  After
deducting net interest expense, this 50%-owned resort contributed
$6.6 million to the Company's  1997 third  quarter pretax income,
versus $7.2 million in the 1996 quarter.

Results at the Company's  small  Golden Nugget-Laughlin  property
were up slightly over the prior-year period.

Corporate  expense  rose  by  14%,  principally  due  to expenses
associated with successfully concluded litigation.  Interest cost
more than  doubled  compared to the 1996 third  quarter.  Most of
this   increase  was   capitalized,   reflecting   the  Company's
increasing investment in the Bellagio and Beau Rivage projects.

                               10
<PAGE>

COMPARISON OF OPERATING RESULTS FOR THE NINE-MONTH PERIODS ENDED
SEPTEMBER 30, 1997 AND 1996

FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Nine months ended September 30                                   1997            1996
-------------------------------------------------------------------------------------
(Dollars in thousands, except per share and room rate amounts)
<S>                                                          <C>           <C>
Gross revenues
  The Mirage                                                 $  649,605    $  599,192
  Treasure Island                                               298,679       309,663
  Golden Nugget                                                 152,754       166,387
  Golden Nugget-Laughlin                                         44,957        45,377
-------------------------------------------------------------------------------------
                                                              1,145,995     1,120,619
  Equity in earnings of Monte Carlo                              22,792         2,057
-------------------------------------------------------------------------------------
                                                             $1,168,787    $1,122,676
-------------------------------------------------------------------------------------

Net revenues
  The Mirage                                                 $  597,665    $  544,094
  Treasure Island                                               276,938       286,646
  Golden Nugget                                                 138,213       151,908
  Golden Nugget-Laughlin                                         39,945        40,707
-------------------------------------------------------------------------------------
                                                              1,052,761     1,023,355
  Equity in earnings of Monte Carlo                              22,792         2,057
-------------------------------------------------------------------------------------
                                                             $1,075,553    $1,025,412
-------------------------------------------------------------------------------------

Operating profit
  The Mirage                                                 $  171,054    $  143,418
  Treasure Island                                                61,146        71,379
  Golden Nugget                                                  20,642        33,932
  Golden Nugget-Laughlin                                          3,750         4,355
-------------------------------------------------------------------------------------
                                                                256,592       253,084
  Equity in earnings of Monte Carlo                              22,792         2,057
  Corporate expense                                             (24,357)      (21,724)
-------------------------------------------------------------------------------------
                                                             $  255,027    $  233,417
-------------------------------------------------------------------------------------

Operating margin (operating profit/net revenues)
  The Mirage                                                      28.6%         26.4%
  Treasure Island                                                 22.1%         24.9%
  Golden Nugget                                                   14.9%         22.3%
  Golden Nugget-Laughlin                                           9.4%         10.7%
  Company-wide (before Monte Carlo and corporate expense)         24.4%         24.7%
-------------------------------------------------------------------------------------
Income before extraordinary item                             $  160,489    $  153,922
Net income                                                   $  158,264    $  153,922
-------------------------------------------------------------------------------------
Income per share before extraordinary item                   $     0.84    $     0.79
Net income per share                                         $     0.83    $     0.79
-------------------------------------------------------------------------------------

Other information (excluding Monte Carlo)
  Company-wide table games win percentage                         21.8%         19.1%
  Company-wide occupancy of standard guest rooms                  99.0%         99.4%
  Average standard guest room rate (a)                       $       91    $       91
-------------------------------------------------------------------------------------
(a)  Cash rate (i.e., excluding complimentary accommodations) at the Company's 
     Las Vegas hotels.
</TABLE>
                                          11
<PAGE>

The  Company's  operating results for the 1997 nine-month  period
represent  the highest ever achieved in any comparable nine-month
period in the Company's history.  Revenues, operating income  and
income before non-recurring items each surpassed previous records
set in the  1996  nine-month  period.  Income  per  share  before
extraordinary  item of $0.84  represents a 6%  increase over  the
$0.79 per share  reported in the 1996  nine-month  period.  After
deducting an  extraordinary  charge of $2.2 million, or $0.01 per
share, associated with amending and increasing the Company's bank
credit  facility,  net income  per share  in the  1997 period was
$0.83.  Earnings in the 1996 period included a non-recurring gain
of $8.0 million ($5.2 million,  or  $0.03  per share,  after tax)
related to the  sale of the Company's  interest in a small casino
located near Iguazu Falls, Argentina.

The  Company-wide  table games win percentage was  21.8%,  versus
19.1%  in  the 1996 nine-month  period.   Despite  an increase in
competition,   the  Company's  standard   guest   room  occupancy
continued high at 99.0%,  versus 99.4%,  and the average standard
room rate held steady at $91.

Monte Carlo opened on June 21, 1996.   During the 1997 nine-month
period, Monte  Carlo  generated net  revenues of  $187.2  million
and operating  income  of $53.6  million.   After  deducting  net
interest expense and the joint venture partner's 50% share, Monte
Carlo contributed  $22.8  million to the Company's  pretax income
during  the 1997  period.   After  deducting a one-time charge of
$11.2  million for  preopening  costs,  Monte  Carlo reported net
income of $4.1 million  during 102 days  of operation in the 1996
period.  The Company's  50% share of such amount contributed $2.1
million to pretax earnings during the 1996 nine-month period.

The  Mirage achieved solid earnings improvement during  the  1997
nine-month period.  Net revenues grew by $53.6 million,  or  10%,
and  operating income was up $27.6 million, or 19%.  Total casino
revenues  increased  by  $46.8  million,  or 15%,  reflecting  an
increase  in  the  table  games win  percentage and  increases in
activity at both table games and slots. Occupancy of The Mirage's
standard  guest  rooms  was  above  99%  during  both  nine-month
periods,  with  the  1997  period  posting  a  2% increase in the
average standard room rate.

The  construction disruptions and competitive pressures discussed
previously impacted operations at Treasure Island and the  Golden
Nugget  during  the  1997  nine-month  period.  The   decrease in
revenues  and  operating  income at Treasure  Island  principally
reflects an 11% decline in slot  revenues.  Treasure Island's net
non-casino   revenues  increased  slightly  over  the  prior-year
period, reflecting the continued success of the highly  acclaimed
Mystere  production  by  Cirque  du  Soleil.   Treasure  Island's
standard  guest room  occupancy was also in  excess of 99% during
both  nine-month  periods at a substantially  equal average daily
rate.

                               12
<PAGE>

In  addition to the increased competition, the Golden Nugget  was
also  impacted  by  the refurbishment of its  south  tower  guest
rooms,  which  resulted in approximately 6% fewer available  room
nights  in  the 1997 nine-month period.  Room revenues were  down
$3.8  million,  contributing to a 10% decrease in net  non-casino
revenues.   A  reduction in table games and slot  play,  together
with a lower table games win percentage, principally accounts for
an  $8.1  million, or 8%, decrease in the Golden Nugget's  casino
revenues.

The  Laughlin  market  has  been  impacted  in  recent  years  by
additional competition from new casinos on Arizona and California
Indian  reservations,  as  well as  new  resorts  in  Las  Vegas.
Operating  comparisons  at  the Golden Nugget-Laughlin,  however,
have  improved  in  the  most recent six months.   As  a  result,
operating  results during the nine-month period  were  down  only
moderately versus the 1996 period.

The  factors  discussed previously in comparing  the  three-month
periods  had  a  similar  effect on the  Company's  net  interest
expense when comparing the nine-month periods.

CAPITAL SPENDING, CAPITAL RESOURCES AND LIQUIDITY

The  Company's capital spending has increased significantly  with
the  ongoing  construction of Bellagio and Beau Rivage.   Capital
expenditures  during  the 1997 nine-month period  totaled  $620.6
million, versus $215.3 million during the 1996 period.  Including
land,  capitalized  interest and preopening  costs,  Bellagio  is
expected to cost  approximately $1.6  billion and Beau Rivage  is
expected  to cost  approximately  $600 million.  Of such amounts,
the  Company  had incurred approximately $744 million  associated
with Bellagio and approximately $186 million associated with Beau
Rivage at September 30, 1997.   These spectacular new resorts are
now  scheduled to  open  in  mid-October  and  mid-December 1998,
respectively. During the 1997 nine-month period, the Company also
acquired  $85.9 million  of  additional  fine art for display and
resale at Bellagio.

The Company's capital spending will remain high after the opening
of  Bellagio  and  Beau Rivage  if  it  proceeds with its planned
casino-based destination resort in Atlantic City,  New Jersey and
proposed  hotel-casino in Detroit, Michigan.  The Company and the
City  of   Atlantic  City  have  entered  into an  agreement (the
"Redevelopment Agreement")  providing for  the  City to  convey a
total of 181 acres  (125 acres of which are developable)  located
in the Marina  area of Atlantic  City to the Company  in exchange
for the Company  agreeing to  develop a hotel-casino (tentatively
named "Le Jardin")  on the site  and  undertaking  certain  other
obligations.   Closing  under  the  Redevelopment  Agreement  and
construction of the planned  resort require the satisfaction of a
number of conditions.

The  Company has entered into an agreement (the "Road Development
Agreement") with the New Jersey Department of Transportation (the
"State") and South Jersey Transportation Authority ("SJTA")  with

                               13
<PAGE>

respect  to  the construction and joint funding of certain  major
road  improvements designed to improve access to the Marina area.
Pursuant  to the  Road  Development  Agreement,  the  Company has
agreed to fund $110 million of the  estimated  $330  million cost
of the road improvement project, with the balance to be funded by
the State ($95 million) and  SJTA ($125 million).  The  Company's
and  SJTA's  portion  of the  funding  has been deposited  in  an
escrow  account  and  is  restricted  for  the  road  improvement
project.  Of the Company's funding  obligation, $55 million  will
be satisfied by the Company purchasing SJTA special revenue bonds
which are repayable, together with interest, solely from  certain
future  tax revenues generated  by  the  Company's planned hotel-
casino and any other  hotel-casinos which  may be  constructed on
the Marina site. The road improvement project is being undertaken
pursuant to a fixed-price design/build contract.  The  contractor
commenced the design phase  of  the project  on October 13, 1997.

The  various  governmental  permits  required  for the  Company's
hotel-casino and the road  improvement project have not yet  been
received.  Additionally, an existing  Atlantic City  hotel-casino
operator and others have filed various  lawsuits  which  seek  to
prevent construction of the road improvements and  closing  under
the Redevelopment Agreement, thereby delaying  or  preventing the
Company  from  developing  its Marina hotel-casino.   The  hotel-
casino  project is in the early design stage and a project budget
has  not  yet  been  developed.  As a  result  of  the  foregoing
factors,  there  can be no assurance as to the  timing or cost of
construction by the Company in Atlantic City.

On November 7, 1997, the Company was one of four proposers chosen
to  proceed  to  the  final  phase of  the  competitive selection
process to develop,  own  and operate one of three  hotel-casinos
in  Detroit.   The  voter-approved  initiative  permitting casino
gaming in Detroit  provides that two of the other three remaining
proposers hold a  "preference" because they supported the passage
of the initiative.  The City has  indicated that the selection of
the final three proposers will be announced by November 24, 1997.
Such   proposers  will  then  attempt  to  negotiate  development
agreements  with the City.  The Company's proposed project has an
estimated total development cost of approximately $800 million.

In  addition  to operating cash flow, the Company is funding  its
capital expenditure requirements utilizing  bank  credit facility
and commercial paper borrowings.  When  conditions are favorable,
the Company seeks to  refinance a portion of such borrowings with
longer-term debt.  On March 7, 1997,  the availability  under the
Company's $1 billion bank credit  facility was increased to $1.75
billion  and the  maturity  date was  extended  from  May 1999 to
March  2002.   At  September 30, 1997,  outstanding  bank  credit
facility and commercial  paper borrowings totaled $259.6 million,
leaving approximately $1.5 billion available.

On August 5, 1997, in  response to declines in interest rates, as
well as to manage  the  mix of its fixed  and  variable rate debt
instruments  and  lengthen the  term of  its  debt structure, the

                               14
<PAGE>

Company issued $200 million  principal amount of 6 3/4% unsecured
notes due August 1, 2007 and  $100  million  principal  amount of
7 1/4% unsecured debentures due August 1, 2017.  These securities
represent  the lowest  cost  fixed-rate  debt  ever issued by the
Company.  The  net  proceeds from  the  offering of approximately
$296.1  million  were  used  to  repay a portion of the Company's
outstanding bank credit facility and commercial paper borrowings.

On  October  30,  1997, the Company filed a "shelf"  registration
statement with the Securities and Exchange Commission (the "SEC")
that was declared effective by the SEC on November 3, 1997.   The
registration  statement allows the Company to issue  up  to  $750
million of debt or equity  securities or any combination thereof.
The  registration  statement  is  similar  to  a  previous  shelf
registration statement utilized by the Company to issue the notes
and debentures mentioned above.                               

Management  believes that existing cash balances, operating  cash
flow and available  borrowing  capacity will  provide the Company
with sufficient resources to meet its existing  debt  obligations
and foreseeable capital expenditure requirements.

RECENTLY ISSUED ACCOUNTING STATEMENT

In February 1997, the Financial Accounting Standards Board issued
Statement of Financial  Accounting Standards No.  128 -  Earnings
Per  Share ("SFAS 128").    SFAS  128  is effective  for  periods
ending after December  15, 1997 and  replaces currently  reported
earnings  per  share with "basic,"   or  undiluted, earnings  per
share and  "diluted"   earnings per  share.    Undiluted earnings
per share  is  computed  by dividing  reported  earnings  by  the
weighted-average number of common  shares outstanding during  the
period.   Diluted  earnings  per share  reflects  the  additional
dilution for all  potentially dilutive securities  such as  stock
options.  Diluted earnings per share  is similar to earnings  per
share  currently  reported  by  the  Company,  but  includes  the
potential dilution for stock options that become exercisable more
than five years from the date of the financial statements.

The Company will  adopt the provisions  of SFAS 128  in its  1997
annual financial statements and all previously reported  earnings
per  share  amounts  will  be  restated.    The  following  table
discloses the  Company's pro  forma earnings  per share  for  the
three- and  nine-month periods ended September 30,  1997 and 1996
as determined in accordance with SFAS 128.

                                15
<PAGE>
<TABLE>
<CAPTION>
                                                    Three Months        Nine Months
                                                  ---------------     ---------------
For the periods ended September 30                 1997      1996      1997      1996
-------------------------------------------------------------------------------------
<S>                                               <C>       <C>       <C>       <C>
Income per share before extraordinary item        
  As reported                                     $0.29     $0.25     $0.84     $0.79
  Pro forma
    Undiluted                                      0.31      0.27      0.90      0.84
    Diluted                                        0.28      0.25      0.83      0.78
-------------------------------------------------------------------------------------

Net income per share          
  As reported                                     $0.29     $0.25     $0.83     $0.79
  Pro forma
    Undiluted                                      0.31      0.27      0.89      0.84
    Diluted                                        0.28      0.25      0.82      0.78
-------------------------------------------------------------------------------------
</TABLE>          

CERTAIN FORWARD-LOOKING STATEMENTS

Certain  information  included  in  this  Form  10-Q  and   other
materials  filed or to be  filed by  the Company with the SEC (as
well as information included in  oral statements or other written
statements  made or to be made by the Company)  contains forward-
looking  statements,  within the  meaning of Section  27A  of the
Securities  Act  of  1933,  as  amended,  and  Section 21E of the
Securities  Exchange  Act of 1934,  as  amended.  Such statements
include information  relating to plans for  future  expansion and
other  business development activities  as well  as other capital
spending,   financing  sources  and  the  effects  of  regulation
(including  gaming and  tax  regulation)  and  competition.  Such
forward-looking  information  involves  important  risks  and un-
certainties  that could  significantly affect anticipated results
in the  future and,  accordingly, such  results may  differ  from
those  expressed in any forward-looking  statements made by or on
behalf of the  Company.  These  risks and uncertainties  include,
but are  not  limited  to,  those  relating  to  development  and
construction  activities,  dependence  on  existing   management,
leverage and debt service (including sensitivity to  fluctuations
in interest  rates),  domestic  or  global  economic  conditions,
pending litigation, changes in federal or  state tax laws or  the
administration of  such  laws  and  changes  in  gaming  laws  or
regulations (including  the  legalization of  gaming  in  certain
jurisdictions).

                               16
<PAGE>

PART II.   OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.
     
    10.1   Issuing and  Paying  Agency  Agreement, dated July 24,
           1997,  between the  Registrant and First  Trust of New
           York, National Association (without exhibit).
     
    10.2   Form of Series A  Commercial  Paper Note of the Regis-
           trant.
     
    10.3   Commercial  Paper  Dealer  Agreement,  dated  July 24,
           1997,  between the Registrant and BancAmerica  Securi-
           ties, Inc. (without exhibits).
     
    10.4   Commercial  Paper  Dealer  Agreement,  dated  July 24,
           1997,  between the Registrant and Credit  Suisse First
           Boston Corporation (without exhibits).
     
    10.5   Commercial  Paper  Dealer  Agreement,  dated  July 24,
           1997,  between the Registrant and Morgan Stanley & Co.
           Incorporated (without exhibits).
     
    10.6   Commercial  Paper  Dealer  Agreement,  dated  July 24,
           1997,  between the Registrant and Goldman, Sachs & Co.
           (without exhibits).
     
    10.7   First  Amendment to Road Development  Agreement, dated
           as of July 31, 1997,  among the State, SJTA and Atlan-
           dia Design and Furnishings, Inc. ("ADF").

    10.8   Letter  agreement,  dated  September 16, 1997, between
           the Registrant and Frank Visconti.
     
    10.9   Amendment No.1 to Amended and Restated Loan Agreement,
           dated as of September 19, 1997,  among the Registrant,
           the Banks,  Co-Arrangers,  Co-Agents and Documentation
           Agent referred to therein, and Bank of America Nation-
           al Trust and  Savings  Association,  as Administrative
           Agent.
     
    10.10  Second Amendment to Road Development Agreement,  dated
           as of October 10, 1997,  among the State, SJTA and ADF
           (without schedules or exhibits).

    10.11  First Amendment to Program Management Agreement, dated
           as of October 10, 1997,  among ADF, Parsons  Brincker-
           hoff-FG, Inc., the State and SJTA (without exhibit).
    
    10.12  Aircraft  Purchase  Agreement, dated as of October 10,
           1997,  between  Ivanhoe  Capital  Aviation  L.L.C. and
           Golden Nugget Aviation Corp. ("GNAC")  (without exhib-
           its).

                               17
<PAGE>

    10.13  Design/Build  Contract,  dated September 8, 1997,  be-
           tween ADF and Yonkers  Contracting Company, Inc./Gran-
           ite  Construction  Company, a Joint  Venture (with ap-
           pendices).

    10.14  Escrow Fund  Agreement,  dated as of October 10, 1997,
           among CoreStates Bank, N.A., as Escrow Agent, ADF, the
           State and SJTA (without schedules).

    10.15  Bond  Purchase  Agreement, dated October 10, 1997, be-
           tween the Registrant and SJTA (without exhibit).
    
    10.16  Donation  Agreement, dated as of October 10, 1997, be-
           tween the Casino  Reinvestment  Development  Authority
           and MAC, CORP. (without exhibits).
    
    10.17  Aircraft  Purchase  Agreement,  dated as of October 1,
           1997, between Rifton Enterprises, Inc. and GNAC (with-
           out exhibits).
    
    11     Mirage  Resorts,  Incorporated -  Computation   of Net
           Income Per Share  of Common  Stock for the three-month
           and  nine-month  periods ended September 30,  1997 and
           1996.

    15     Letter from independent public accountants acknowledg-
           ing  awareness  of  the  use  of  their  report  dated
           November 13,  1997  in  the Registrant's  registration
           statements.

    27     Financial Data Schedule.

(b)  Reports on Form 8-K.

           On August 4,  1997,  the  Registrant  filed  a Current
           Report on Form 8-K dated August 1, 1997. Under Item 7,
           the  Registrant  filed as  exhibits the form of Under-
           writing  Agreement  with  respect to the  sale  of its
           6 3/4% notes and 7 1/4%  debentures  issued  August 5,
           1997 and the form of Supplemental Indenture  governing
           such notes and debentures.

                               18
<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


November 13, 1997          by:   DANIEL R. LEE
-----------------                --------------------------------
     Date                        Daniel R. Lee
                                 Senior Vice  President - Finance
                                 and Development, Chief Financial
                                 Officer and Treasurer (Principal
                                 Financial Officer)


                               19