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, 1998

                                    OR

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

For the transition period from                 to
                               ---------------    ---------------
Commission File No. 01-6697

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

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

         3600 Las Vegas Boulevard South, Las Vegas, Nevada  89109
---------------------------------------------------------------------------
            (Address of principal executive offices - Zip Code)

                              (702) 693-7111
---------------------------------------------------------------------------
           (Registrant's telephone number, including area code)

         3400 Las Vegas Boulevard South, Las Vegas, Nevada  89109
---------------------------------------------------------------------------
(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, 180,013,056 shares outstanding as of November 12, 1998.


<PAGE>
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The  unaudited condensed consolidated financial information as of September
30, 1998 and for the three-month and nine-month periods ended September 30,
1998 and 1997 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, 1998, and the related condensed consolidated
statements  of  income for the  three-month  and  nine-month  periods ended
September 30,  1998 and 1997 and the related condensed  consolidated state-
ments of cash flows for the  nine-month  periods ended  September  30, 1998
and 1997. These condensed consolidated financial statements are the respon-
sibility 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, 1997, 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 16, 1998,  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, 1997, 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, 1998

                                   -2-
<PAGE>
<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED                                                 MIRAGE RESORTS, INCORPORATED
BALANCE SHEETS
---------------------------------------------------------------------------------------------------
                                                              At September 30,      At December 31,
                                                                          1998                 1997
---------------------------------------------------------------------------------------------------
(In thousands)                                                     (Unaudited)
<S>                                                                 <C>                  <C>
ASSETS

Current assets
  Cash and cash equivalents                                         $  126,969           $   99,337
  Receivables, net of allowance for doubtful accounts 
    of $51,298 and $42,477                                              68,897              101,635
  Inventories                                                           44,551               29,179
  Preopening costs                                                      79,646               14,603
  Prepaid expenses and other                                            89,544               56,168
---------------------------------------------------------------------------------------------------
               Total current assets                                    409,607              300,922
Property and equipment, net of accumulated depreciation
  of $700,714 and $633,563                                           1,675,014            1,455,125
Construction in progress                                             1,955,232            1,261,084
Other assets, net                                                      322,516              330,219
---------------------------------------------------------------------------------------------------
                                                                    $4,362,369           $3,347,350
===================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                                  $  156,524           $  151,993
  Accrued expenses                                                     129,991              104,467
  Current maturities of long-term debt                                     488                  927
---------------------------------------------------------------------------------------------------
               Total current liabilities                               287,003              257,387
  Long-term debt, net of current maturities                          2,237,143            1,396,728
  Other liabilities, including deferred income taxes
    of $205,552 and $167,415                                           219,344              180,751
---------------------------------------------------------------------------------------------------
               Total liabilities                                     2,743,490            1,834,866
---------------------------------------------------------------------------------------------------

Commitments and contingencies

Stockholders' equity
  Common stock: 179,821 and 179,422 shares outstanding                     940                  940
  Additional paid-in capital                                           737,142              734,547
  Retained earnings                                                  1,165,595            1,063,793
  Treasury stock, at cost: 55,327 and 55,726 shares                   (284,798)            (286,796)
---------------------------------------------------------------------------------------------------
               Total stockholders' equity                            1,618,879            1,512,484
---------------------------------------------------------------------------------------------------
                                                                    $4,362,369           $3,347,350
===================================================================================================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                             -3-
<PAGE>                                     
<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED                                                 MIRAGE RESORTS, INCORPORATED
STATEMENTS OF INCOME (UNAUDITED)
---------------------------------------------------------------------------------------------------
                                                          Three Months             Nine Months
                                                     ----------------------  ----------------------
For the periods ended September 30                     1998        1997        1998        1997
---------------------------------------------------------------------------------------------------
(In thousands, except per share amounts)
<S>                                                  <C>         <C>         <C>         <C>
Gross revenues                                       $372,174    $400,631    $1,104,263  $1,168,787
Less - promotional allowances                         (34,031)    (31,478)     (100,581)    (93,234)
---------------------------------------------------------------------------------------------------
                                                      338,143     369,153     1,003,682   1,075,553
---------------------------------------------------------------------------------------------------
Costs and expenses
  Casino-hotel operations                             209,611     207,935       614,184     609,700
  General and administrative                           41,939      42,507       121,285     120,879
  Depreciation and amortization                        21,650      22,216        66,706      65,590
  Corporate expense                                    16,718       9,042        34,810      24,357
---------------------------------------------------------------------------------------------------
                                                      289,918     281,700       836,985     820,526
---------------------------------------------------------------------------------------------------
Operating income                                       48,225      87,453       166,697     255,027
---------------------------------------------------------------------------------------------------
Other income (expense)
  Interest cost                                       (34,376)    (18,709)      (92,619)    (45,912)
  Interest capitalized                                 32,340      15,114        81,968      36,613
  Other, including interest income                      2,677       1,215        11,237       2,723
---------------------------------------------------------------------------------------------------
                                                          641      (2,380)          586      (6,576)
---------------------------------------------------------------------------------------------------
Income before income taxes and extraordinary
  item                                                 48,866      85,073       167,283     248,451
Provision for income taxes                             18,762      30,174        61,960      87,962
---------------------------------------------------------------------------------------------------
Income before extraordinary item                       30,104      54,899       105,323     160,489
Extraordinary item - loss on early retirement
  of debt, net of applicable income tax benefit             -           -        (3,521)     (2,225)
---------------------------------------------------------------------------------------------------
Net income                                           $ 30,104    $ 54,899    $  101,802  $  158,264
===================================================================================================
Income per share before extraordinary item
  Basic                                              $   0.17    $   0.31    $     0.59  $     0.90
  Diluted                                                0.16        0.28          0.55        0.83
Net income per share
  Basic                                              $   0.17    $   0.31    $     0.57  $     0.89
  Diluted                                                0.16        0.28          0.53        0.82
---------------------------------------------------------------------------------------------------
Weighted-average common shares outstanding
  (used in the computation of basic earnings
   per share)                                         179,720     178,842       179,568     178,655
Effect of common stock options under the
  treasury stock method                                10,828      14,556        12,187      13,726
---------------------------------------------------------------------------------------------------
Weighted-average common and common equivalent
  shares (used in the computation of diluted
  earnings per share)                                 190,548     193,398       191,755     192,381
===================================================================================================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                             -4-
<PAGE>
<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED                                                 MIRAGE RESORTS, INCORPORATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
---------------------------------------------------------------------------------------------------
Nine months ended September 30                                                   1998          1997
---------------------------------------------------------------------------------------------------
(In thousands)
<S>                                                                         <C>           <C>
Cash flows from operating activities
  Net income                                                                $ 101,802     $ 158,264
  Adjustments to reconcile net income to net cash provided by
     operating activities                                               
        Provision for losses on receivables                                    15,340        12,441
        Depreciation and amortization of property and equipment,
          including amounts reported as corporate expense                      77,271        72,282
        Earnings in excess of distributions from Monte Carlo                   (3,935)      (22,792)
        Amortization of debt discount and issuance costs                        4,090        10,974
        Loss on early retirement of debt                                        5,418         3,422
        Deferred income taxes                                                  17,196         6,564
        Other adjustments                                                      (3,037)         (876)
        Changes in components of working capital pertaining to
          operating activities, net of effect of Boardwalk acquisition
            Increase in receivables and other current assets                  (27,628)      (11,362)
            Increase (decrease) in trade accounts payable and
             accrued expenses                                                   5,800       (20,977)
---------------------------------------------------------------------------------------------------
                  Net cash provided by operating activities                   192,317       207,940
---------------------------------------------------------------------------------------------------

Cash flows from investing activities
  Preopening costs                                                            (66,081)      (13,511)
  Capital expenditures                                                       (920,122)     (706,517)
  Increase in construction payables                                            20,144        30,006
  Proceeds from sales of property and equipment                                62,071         4,737
  Boardwalk acquisition costs, net of cash acquired                           (55,562)      (50,500)
  Other investing activities                                                  (36,943)      (15,987)
---------------------------------------------------------------------------------------------------
                  Net cash used for investing activities                     (996,493)     (751,772)
---------------------------------------------------------------------------------------------------

Cash flows from financing activities
  Net bank credit facility and commercial paper borrowings                    675,826       259,584
  Issuance of long-term debt                                                  394,728       296,052
  Retirement of long-term debt                                               (237,110)            -
  Other financing activities                                                   (1,636)        7,151
---------------------------------------------------------------------------------------------------
                  Net cash provided by financing activities                   831,808       562,787
---------------------------------------------------------------------------------------------------

Cash and cash equivalents
  Increase for the period                                                      27,632        18,955
  Balance, beginning of period                                                 99,337        81,908
---------------------------------------------------------------------------------------------------
  Balance, end of period                                                    $ 126,969     $ 100,863
===================================================================================================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                             -5-
<PAGE>
NOTES TO CONDENSED CONSOLIDATED                MIRAGE RESORTS, INCORPORATED
FINANCIAL STATEMENTS (UNAUDITED)
---------------------------------------------------------------------------
NOTE 1 - COMPANY DESCRIPTION AND BASIS OF PRESENTATION

Mirage Resorts, Incorporated (the "Company"), a Nevada corporation, through
wholly  owned  subsidiaries,  owns  and operates some of   the world's most
successful casino-based  entertainment  resorts.    These  resorts  include
The  Mirage and Treasure Island on the Las Vegas Strip,  the Golden  Nugget
in downtown Las Vegas and the  Golden  Nugget-Laughlin  located  along  the
Colorado  River  in  Laughlin,  Nevada.    The  Company's  newest   resort,
Bellagio,  opened  on October 15, 1998.  Bellagio is an elegant 3,005-guest
room European-style  luxury  resort  located at the center of the Las Vegas
Strip.    The Company  is currently constructing an additional wholly owned
resort, Beau Rivage,  in Biloxi,  Mississippi.   Beau Rivage is a luxurious
1,780-guest  room beachfront resort being  constructed  on an approximately
23-acre site where  Interstate  110  meets  the  Gulf  Coast.   Beau Rivage
is currently expected to open in March 1999.

The  Company  is  also  a  50%  partner in  a joint  venture that  owns and
operates   the  Monte  Carlo  Resort  &  Casino  on  the  Las  Vegas  Strip
("Monte Carlo").   Additionally, as discussed in Note 2, on June 30,  1998,
the  Company  acquired  the  Holiday  Inn  -Registered  Trademark-   Casino
Boardwalk on the Las Vegas Strip.

The accompanying  condensed  consolidated  financial  statements  have been
prepared  in  accordance  with  the  accounting  policies  described in the
Company's Annual Report  on Form  10-K for the year ended December 31, 1997
(the "1997 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, 1997 contained herein
was derived  from  audited financial  statements, but  does not include all
disclosures  included  in  the  1997  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 1998
interim periods are not  necessarily indicative of expected results for the
full year.

Certain  amounts  in  the 1997 condensed  consolidated financial statements
have  been  reclassified  to conform  with the  1998  presentation.   These
reclassifications had no effect on the Company's net income.

NOTE 2 - ACQUISITION OF BOARDWALK CASINO, INC.

On June 30, 1998, the Company, through a wholly owned subsidiary, completed
the acquisition of Boardwalk Casino, Inc. ("Boardwalk") and certain related
assets for  a  total price    of   approximately   $112.0  million in cash.
Approximately $51.9 million of this amount was expended in 1997.  Boardwalk
owns and  operates the Holiday Inn -Registered Trademark-  Casino Boardwalk
located on  the Las Vegas  Strip.    The facility includes  653 hotel rooms
and 33,000 square feet of casino space.   

                                   -6-
<PAGE>
The  Boardwalk  acquisition  was  accounted  for  pursuant  to the purchase
method, with approximately $135.7 million allocated to the  assets acquired
and approximately  $23.7 million to the liabilities assumed (including $4.1
million of  accounts payable  and accrued  liabilities and $17.5 million of
deferred income taxes) based upon their respective estimated fair values.

Combined with adjacent land owned by the Company, the Boardwalk acquisition
provides  an  approximately 55-acre  site for future development with  over
1,200  feet of  frontage  on  the  Las Vegas  Strip between  and contiguous
to Monte Carlo and Bellagio.   The  Company  is  in  the very early  design
phase for  a potential new  hotel-casino resort expected to be developed on
the site.    The  design,  timing and  cost of any such future development,
however,  are still  highly uncertain.   Boardwalk  is  being accounted for
as an incidental operation.   Under this method, Boardwalk's operations are
excluded from  the  Company's  consolidated  operating results and its  net
income is recorded as a reduction in the carrying value of the land.    

NOTE 3 - LONG-TERM DEBT

ISSUANCE.    On  February  4, 1998,  the Company  received  net proceeds of
approximately $394.7 million (after  deducting original  issue discount and
debt issuance costs)  from  the  issuance  of $200 million principal amount
of 6 5/8%  notes  due February 1, 2005 and $200 million principal amount of
6 3/4%  notes  due February 1, 2008.  The notes  were  issued pursuant to a
"shelf" registration statement  filed  with  the  Securities  and  Exchange
Commission in  October  1997  covering  a  total  of  up  to  $750  million
(including  the  $400  million  issued  in February 1998) of debt or equity
securities or any combination thereof.

RETIREMENTS.   On  March  15, 1998, the  Company  repaid  at  maturity  the
$133  million principal amount  of  its  zero coupon  first  mortgage notes
and redeemed  all  $100  million  principal  amount  of  its  9 1/4% senior
subordinated notes.   The 9  1/4% notes, scheduled to mature in March 2003,
were  redeemed  at  104.11%  of the  principal  amount.   The  call premium
and write-off of the unamortized debt issuance costs associated   with  the
9  1/4%  notes   resulted   in   an  extraordinary  loss  of  $3.5  million
($0.02 per share  basic and  diluted), net of applicable income tax benefit
of $1.9 million.

                                   -7-
<PAGE>
<TABLE>
<CAPTION>
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, 1998
AND 1997

FINANCIAL HIGHLIGHTS

Three months ended September 30                                       1998         1997
---------------------------------------------------------------------------------------
(Dollars in thousands, except per share and room rate amounts)
<S>                                                               <C>          <C>
Gross revenues
  The Mirage                                                      $201,808     $230,444
  Treasure Island                                                  100,819       99,475
  Golden Nugget                                                     50,478       50,176
  Golden Nugget-Laughlin                                            13,520       13,904
---------------------------------------------------------------------------------------
                                                                   366,625      393,999
  Equity in earnings of Monte Carlo                                  5,549        6,632
---------------------------------------------------------------------------------------
                                                                  $372,174     $400,631
---------------------------------------------------------------------------------------
Net revenues
  The Mirage                                                      $183,285     $213,241
  Treasure Island                                                   92,430       91,919
  Golden Nugget                                                     44,916       45,093
  Golden Nugget-Laughlin                                            11,963       12,268
---------------------------------------------------------------------------------------
                                                                   332,594      362,521
  Equity in earnings of Monte Carlo                                  5,549        6,632
---------------------------------------------------------------------------------------
                                                                  $338,143     $369,153
---------------------------------------------------------------------------------------
Operating profit
  The Mirage                                                      $ 40,336     $ 64,802
  Treasure Island                                                   14,934       18,947
  Golden Nugget                                                      3,819        5,828
  Golden Nugget-Laughlin                                               305          286
---------------------------------------------------------------------------------------
                                                                    59,394       89,863
  Equity in earnings of Monte Carlo                                  5,549        6,632
  Corporate expense                                                (16,718)      (9,042)
---------------------------------------------------------------------------------------
                                                                  $ 48,225     $ 87,453
---------------------------------------------------------------------------------------
Operating margin (operating profit/net revenues)
  The Mirage                                                         22.0%        30.4%
  Treasure Island                                                    16.2%        20.6%
  Golden Nugget                                                       8.5%        12.9%
  Golden Nugget-Laughlin                                              2.5%         2.3%
  Company-wide (before Monte Carlo and corporate expense)            17.9%        24.8%
---------------------------------------------------------------------------------------
Net income                                                        $ 30,104     $ 54,899
Net income per share
  Basic                                                           $   0.17     $   0.31
  Diluted                                                         $   0.16     $   0.28
---------------------------------------------------------------------------------------
Other information (excluding Monte Carlo and Boardwalk)
  Company-wide table games win percentage                            20.8%        25.5%
  Company-wide occupancy of standard guest rooms                     98.8%        98.7%
  Average standard guest room rate(a)                             $     83     $     86
---------------------------------------------------------------------------------------
(a)  Cash  rate (i.e.,  excluding  complimentary  accommodations) at the  Company's Las
     Vegas hotels.
</TABLE>
                                         -8-
<PAGE>
The Company reported 1998 third quarter net  income  of $30.1  million,  or
$0.16  per  share,  versus  record third quarter earnings in 1997 of  $54.9
million,  or  $0.28 per share.     Earnings during the recent quarter  were
affected  by a decline in the level  of baccarat  play  (affecting earnings
by  approximately $0.03 per share), a  relatively  normal  table games  win
percentage   versus   an   exceptionally  high  win  percentage  (affecting
earnings  by   approximately  $0.06  per  share)   and   higher-than-normal
corporate expense.

The  third  quarter of 1997 benefited from high  levels  of  baccarat  play
and a Company-wide table games win  percentage  of  25.5%, representing the
highest  win percentage  in  any  quarter since The Mirage opened in  1989.
The  Company-wide table  games  win  percentage was 20.8% during  the  1998
third  quarter.    By comparison, the  win percentage over the  past  three
calendar  years averaged 20.3%.     The win percentage can be  affected  by
luck, changes in the mix of table  games  played  and changes in the manner
in which customers play the games.

The level of baccarat play in the  recent  quarter  was consistent with the
levels  of the first  and  second  quarters of 1998, reflecting the  impact
the  economic  difficulties  being  experienced by certain Asian  countries
is  having on the Company's international business.     The devaluation  of
certain  Asian currencies occurred primarily  in  the  second half of  1997
and began affecting the  baccarat  component  of the Company's revenues  in
the  first  quarter of 1998.     Apart from the swing in baccarat activity,
the other components  of  the  Company's business have generally equaled or
exceeded  historical levels.     In the quarter, for example, the Company's
table  games  play  excluding  baccarat increased by 4% over the 1997 third
quarter and Company-wide slot revenues increased by 5%.

Occupancy  of  the  Company's  standard guest rooms during the  1998  third
quarter  was  substantially  the  same as in the prior-year quarter  (98.8%
versus 98.7%) and  the  average  daily standard room rate at its Las  Vegas
hotels  declined by 3%.    There was a significant increase  in  Las  Vegas
room  inventory  during  1996  and 1997, principally on the Strip, and this
has resulted in a  decline  in  city-wide occupancy and average room rates.
Management  anticipates  continued  pressure  on hotel occupancy  and  room
rates  during  the  remainder of 1998 and  1999.      The  Company's  hotel
occupancy  and average room rates  have  generally  outperformed the  Strip
averages and this continued to be the case in the third quarter.

Operating  expenses   at  the  Company's hotel-casinos  were  approximately
equal   to  the  prior-year   period,   despite   the  additional  staffing
necessary to prepare for the opening of Bellagio and Beau Rivage.     These
spectacular  new  resorts are  increasing  the  Company's  staffing  levels
from  17,000 to almost 30,000 employees.     Many of the new positions have
been  filled  through   promotion   or   transfer  of  employees  from  the
Company's existing resorts.     In order to ensure a smooth transition, the
Company   hires  replacement   employees   prior   to  the   departure   of
transferring employees.     These additional staffing efforts have resulted
in  considerably higher payroll and  training  costs  during  1998.   These
costs  were  partially  offset  in  the quarter by a  reduction  in  gaming
taxes, promotional costs  and  various  other expenses related to the lower
level of baccarat revenue.

                                   -9-
<PAGE>
Corporate   expense   rose  significantly  over  the  1997  third  quarter,
reflecting   certain  political   contributions  and  legal  expenses,  the
growth in the size of  the  Company  and expanded activities in pursuit  of
entertainment attractions for the Company's resorts.

The  Mirage  was  particularly  impacted  by  the  lower  table  games  win
percentage and the decline in baccarat activity,  accounting  for  most  of
the  decrease in the resort's 1998 third  quarter  revenues  and  operating
income.  Excluding baccarat,  The  Mirage's  table games revenues increased
by  6% over the 1997 third quarter.     Slot revenues increased as well, by
2%.   The  Mirage's  total  non-casino  revenues were flat in the  quarter,
but this included a  $1.3  million  increase in items provided to customers
on a complimentary  basis,  resulting  in a similar increase in promotional
allowances.     The average occupancy rate for The Mirage's standard  guest
rooms  was  approximately  99%  during  both third quarters, with  a  small
increase in the 1998 quarter's average daily rate.

Treasure Island reported  a  modest  increase in operating revenues  versus
the prior-year third quarter.      Slot revenues increased by $3.5 million,
or 18%, more than offsetting a 5%  decline  in  table games revenues caused
by  lower baccarat activity and a  decline  in  the overall table games win
percentage.    Treasure  Island's  standard guest rooms  were  nearly  100%
occupied during  both  third  quarters.  The average daily room rate during
the  1998  third  quarter,  however,  was  6% lower than in the  prior-year
period,  contributing  to a  $1.9  million,  or 9%,  decline  in  net  room
revenues.    Net revenues for  the Cirque du Soleil production grew by  6%,
partially  offsetting  a  combined  2% decline in Treasure  Island's  other
net non-casino revenues.

Competitive  market  conditions  have  impacted operating  results  at  the
Company's  two Golden  Nugget  properties.   The new resorts and additional
room  capacity on the Strip  have  particularly  impacted the downtown  Las
Vegas  market.     Weakness in the Laughlin market is largely  attributable
to competition from Indian casinos in Arizona and Southern California.

On  November 3, 1998,  Proposition  5  was  approved  by   the   California
electorate.  Proposition 5 purports to allow all California  Indian  tribes
the right to operate an unlimited number  of  certain  gaming  machines and
other forms of casino gaming on  California  reservations.    Several legal
challenges to  Proposition  5  are  expected which may delay or prevent its
implementation.   If implemented, Proposition 5 may adversely affect Nevada
gaming markets, although  management is  unable to  assess the magnitude of
the impact to the Company.

Monte  Carlo  achieved  gross  operating  revenues of $66.2 million  during
the  1998  third quarter,  a 3%  increase  over the $64.2 reported  in  the
prior-year  period.    Promotional  and  other operating  expenses  at  the
resort  also increased, resulting  in  a  $2.8 million decline in operating
income.    Prior  to  the 1998 second quarter, the joint venture was  using
Monte  Carlo's  operating  cash  flow principally to reduce its total debt.
At  September  30, 1998,  outstanding  debt  totaled $91.9 million,  versus
$126.9  million at September 30, 1997.     As a result, interest  cost  was
substantially lower during the  1998  third  quarter, partially  offsetting
the  decline in operating income.     During the 1998 second quarter, Monte
Carlo achieved a  favorable  pricing  tier under its bank credit agreement.
At  that  time,  the  joint  venture  decided  to begin distributing  Monte

                                  -10-
<PAGE>
Carlo's  available  cash to  the  partners,  which,  if  continued,  should
result  in  the  joint  venture's  debt  remaining   at  approximately  $90
million, offset by lower debt at the  Company  than  would otherwise be the
case.

The  increase in interest  cost  and  interest capitalized during the  1998
third  quarter  primarily  reflects  the  Company's growing  investment  in
Bellagio  and  Beau  Rivage.     The  category "Other,  including  interest
income"  increased  by $1.5 million  over  the  1997 third  quarter.   This
increase primarily reflects earnings  on  an  escrow account established by
the  Company in October 1997  to  fund  its portion of the cost of  certain
road improvements in the Marina area of Atlantic City, New Jersey.

The Company's  effective  income  tax rate during the 1998 third quarter of
approximately  38%  exceeded  the statutory rate of 35% principally due  to
the   non-deductibility   of  the   political    contributions    mentioned
previously.   The  Company's effective income  tax  rate  approximated  the
statutory rate during the 1997 third quarter.

                                  -11-
<PAGE>
<TABLE>
<CAPTION>
COMPARISON OF OPERATING   RESULTS  FOR  THE  NINE-MONTH  PERIODS  ENDED  SEPTEMBER  30,
1998 AND 1997

FINANCIAL HIGHLIGHTS

Nine months ended September 30                                       1998          1997
---------------------------------------------------------------------------------------
(Dollars in thousands, except per share and room rate amounts)
<S>                                                            <C>           <C>
Gross revenues
  The Mirage                                                   $  586,430    $  649,605
  Treasure Island                                                 301,991       298,679
  Golden Nugget                                                   152,194       152,754
  Golden Nugget-Laughlin                                           43,313        44,957
---------------------------------------------------------------------------------------
                                                                1,083,928     1,145,995
  Equity in earnings of Monte Carlo                                20,335        22,792
---------------------------------------------------------------------------------------
                                                               $1,104,263    $1,168,787
---------------------------------------------------------------------------------------
Net revenues
  The Mirage                                                   $  531,191    $  597,665
  Treasure Island                                                 276,593       276,938
  Golden Nugget                                                   137,378       138,213
  Golden Nugget-Laughlin                                           38,185        39,945
---------------------------------------------------------------------------------------
                                                                  983,347     1,052,761
  Equity in earnings of Monte Carlo                                20,335        22,792
---------------------------------------------------------------------------------------
                                                               $1,003,682    $1,075,553
---------------------------------------------------------------------------------------
Operating profit
  The Mirage                                                   $  110,620    $  171,054
  Treasure Island                                                  50,430        61,146
  Golden Nugget                                                    17,450        20,642
  Golden Nugget-Laughlin                                            2,672         3,750
---------------------------------------------------------------------------------------
                                                                  181,172       256,592
  Equity in earnings of Monte Carlo                                20,335        22,792
  Corporate expense                                               (34,810)      (24,357)
---------------------------------------------------------------------------------------
                                                               $  166,697    $  255,027
---------------------------------------------------------------------------------------
Operating margin (operating profit/net revenues)
  The Mirage                                                        20.8%         28.6%
  Treasure Island                                                   18.2%         22.1%
  Golden Nugget                                                     12.7%         14.9%
  Golden Nugget-Laughlin                                             7.0%          9.4%
  Company-wide (before Monte Carlo and corporate expense)           18.4%         24.4%
---------------------------------------------------------------------------------------
Income before extraordinary item                               $  105,323    $  160,489
Net income                                                     $  101,802    $  158,264
---------------------------------------------------------------------------------------
Income per share before extraordinary item
  Basic                                                        $     0.59    $     0.90
  Diluted                                                            0.55          0.83
Net income per share
  Basic                                                        $     0.57    $     0.89  
  Diluted                                                            0.53          0.82
---------------------------------------------------------------------------------------
Other information (excluding Monte Carlo and Boardwalk)
  Company-wide table games win percentage                           19.2%         21.8%
  Company-wide occupancy of standard guest rooms                    98.7%         99.0%
  Average standard guest room rate(a)                          $       88    $       91
---------------------------------------------------------------------------------------
(a)  Cash  rate (i.e.,  excluding  complimentary accommodations) at  the  Company's Las
     Vegas hotels.
</TABLE>
                                        -12-
<PAGE>
Comparisons  for the 1998  nine-month  period  were likewise difficult,  as
earnings  during the 1997 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  in  the  1997
period  all  set  new  records.    During the 1998 nine-month  period,  the
Company's  income  before  extraordinary item  totaled $105.3  million,  or
$0.55  per  share,  versus $160.5  million,  or  $0.83 per  share,  in  the
corresponding 1997 period.    Both  nine-month periods include debt-related
extraordinary  charges.    As  discussed in Note 3 of  Notes  to  Condensed
Consolidated  Financial  Statements,  the 1998 period includes a charge  of
$3.5 million, or $0.02  per  share,  associated with the redemption of  all
$100.0  million  principal  amount of the Company's 9 1/4% notes.  The 1997
period  includes a similar  charge  of  $2.2 million, or $0.01  per  share,
associated  with amending and  increasing  the  size of the Company's  bank
credit facility.  After deducting  such  charges,  net income for the  1998
period  was  $101.8  million,  or  $0.53  per share, compared  with  $158.3
million, or $0.82 per share, for the 1997 nine months.

The  Company's earnings during  the  1998  nine-month period were similarly
affected by the  decline  in  international baccarat business and increased
competitive  pressures  in  the  Las Vegas market discussed  previously  in
comparing the three-month periods.    The  level of baccarat play was  down
29%  from the 1997 nine-month period.    The  Company-wide table games  win
percentage  was  also  below   the   1997   period,  19.2%  versus   21.8%.
Excluding baccarat, activity at  the  Company's  other table games  was  up
over  the prior-year period, yielding  a  2%  increase in related revenues.
Slot  revenues  achieved  a  $5.7  million, or 2%, increase.   Despite  the
additional Las  Vegas  room  capacity, occupancy of the Company's  standard
guest  rooms  remained  strong  at  98.7%, versus 99.0% in  the  prior-year
period.   The Company's  standard  guest room rate at its Las Vegas  hotels
averaged  $88,  down  approximately 3% from the $91 average during the 1997
nine-month  period.    The  Company  incurred higher payroll  and  training
costs  throughout the  entire  1998  nine-month period due to the  Bellagio
and Beau Rivage staffing efforts mentioned previously.

A  substantial  portion  of  the decline in the Company's baccarat activity
during  1998  occurred  at  The  Mirage.     This,  together  with  a  3.7-
percentage  point  decline in  the  overall  table  games  win  percentage,
primarily accounts for  a  $53.6  million, or 15%, decrease in The Mirage's
casino  revenues.    Revenues  at The Mirage's other table games and  slots
increased  by  4%  and  3%, respectively, over the 1997 nine-month  period.
Net non-casino revenues  at  The  Mirage were down 5% from the 1997 period.
Standard  guest room occupancy was  approximately  99%  during  both  nine-
month  periods.     A  small  decline  in  the   average  daily  room  rate
contributed to a 3% decline in room revenues.

Treasure  Island's  overall  revenue  comparisons were relatively flat  for
the  nine-month  period.    A  $2.0  million, or  2%,  increase  in  casino
revenues substantially  offset  a  $2.3 million, or 1%, decline in net non-
casino  revenues.    Slot  revenues grew by $4.5 million, or 8%, offsetting
a  $2.7 million, or  5%,  decline  in table games revenues caused primarily
by  a decline  in  baccarat  activity and the win percentage.  Activity  at
Treasure  Island's  other  table  games  increased  by  3%  over  the  1997
period.    Net  entertainment revenues were up  5% over the 1997 nine-month
period,  primarily  due  to  an increase in the average  ticket  price  for

                                  -13-
<PAGE>
Mystere.    Occupancy  of  Treasure Island's standard guest rooms  exceeded
99%  during  both  nine-month periods.   Net room revenues,  however,  were
down 7%, mainly due to a decline  in  the  average daily room rate.  Higher
payroll, training  and  various  other costs associated with the additional
staffing  efforts  discussed  previously  contributed to a 5%  increase  in
Treasure   Island's   operating   expenses  and  the  3.9-percentage  point
decline in its operating margin.

Competitive  market  conditions  impacted  profitability at  the  Company's
two  Golden  Nugget   properties  throughout  the 1998  nine-month  period.
Monte  Carlo   achieved  gross  revenues  of $201.2 million  and  operating
income  of  $45.6   million   during  the  1998  nine-month  period.   This
compares  with  $197.5  million  and  $53.5 million during  the  prior-year
period.

The  factors  discussed previously  in  comparing  the three-month  periods
had  a similar effect on corporate  expense,  net  interest expense and the
Company's  provision  for  income  taxes  when   comparing  the  nine-month
periods.    Additionally,  in  the  third  quarter  of  1997,  the  Company
purchased  certain  of  Boardwalk's  previously issued debt  securities  as
part  of  the  acquisition.    As  a  result,  "Other,  including  interest
income"  during  the  1998  nine-month period includes interest  earned  on
the  securities  until  Boardwalk  became a wholly owned subsidiary of  the
Company on June 30.

CAPITAL SPENDING, CAPITAL RESOURCES AND LIQUIDITY

The  capital required for  the  Company's  significant expansion  is  being
provided by  net  operating  cash flow, revolving bank credit facility  and
commercial  paper  borrowings  and  the  issuance  of  long-term  unsecured
debt.

During  the  1998   nine-month   period,  the  Company's  existing  resorts
contributed  net  operating  cash   flow   (as   shown  in  the   Condensed
Consolidated Statements of  Cash Flows)  of $192.3  million, versus  $207.9
million  in  the 1997 period.    As discussed previously, the  Monte  Carlo
joint  venture  began  making  cash  distributions of its earnings  to  the
partners  in  the second  quarter  of  1998.  The Company's operating  cash
flow   for  the   1998   nine-month   period  includes  its  $16.4  million
share of such distributions.

Capital   expenditures  during  the  1998 period  totaled  $920.1  million,
compared  with  $706.5 million  in  the  1997 nine-month  period.   Capital
expenditures during  both  periods  primarily represent amounts invested in
the  Bellagio and  Beau  Rivage  projects.  Bellagio opened on October  15,
1998  at  a   total   cost,   including  land,  capitalized  interest   and
preopening   costs  (but   excluding  fine art  acquired  for  display  and
resale),  of approximately $1.6 billion.    Beau Rivage is expected  to  be
completed  at a total cost (net  of  insurance  reimbursement as  discussed
below)  of  approximately  $660  million.    At  September  30,  1998,  the
Company had incurred  approximately  $1.4  billion associated with Bellagio
and approximately $433 million associated with Beau Rivage.

                                  -14-
<PAGE>
Hurricane  Georges,  which  battered  the Mississippi Gulf Coast  in  early
October 1998,  caused substantial  damage to the Beau Rivage  project.  The
time necessary to repair the damage is anticipated to delay  the  scheduled
opening  date  from February  1  to  a yet-to-be-determined date  in  March
1999.     The Company is insured against the damage caused by the hurricane
as well as  the  estimated  lost profits resulting from the delayed opening
and has submitted a claim to its insurance carrier.

In  January 1998, the Company  sold  four  of the works of art acquired for
Bellagio  to its Chairman for a  total  sale  price of approximately  $25.6
million.  The sale price was equal  to  the  amount paid by the Company for
the  artwork  in  the  fourth  quarter  of 1997.     The  Company  sold  an
additional work of art to an independent  third  party  in April  1998  for
$10.5  million.   Also  in  April  1998,  the  Company  received  net  cash
proceeds of approximately $23.5  million  in  connection with the  sale  of
16 acres of land to the owner of  the  upscale  retail mall adjacent to The
Mirage  and Treasure Island.  The  land  was  previously used for  off-site
parking  for  employees  of  both  hotel-casinos.  To facilitate  the  land
sale,  the  Company  completed  construction  in  March of  an  1,800-space
employee parking garage  directly behind  The  Mirage  and Treasure  Island
at a cost of approximately $12.4 million.  The owner of the mall intends to
use  the  acquired land for a significant expansion project,  which  should
prove beneficial to both The Mirage and Treasure Island.

As  discussed  in  Note  2 of Notes  to  Condensed  Consolidated  Financial
Statements, the Company  completed  the  acquisition of Boardwalk  on  June
30,  1998.     The   acquisition  required total  cash  outlays  (including
previously  acquired  Boardwalk  debt)  of  approximately  $112.0  million.
The  Company  expended  approximately $51.9  million of such amount  during
1997.

Capital expenditures  during  the  1998 period include approximately $118.8
million expended in  September  to  acquire approximately 11 acres of  land
on the Las Vegas Strip.    This  land, combined with the Boardwalk site and
other land previously  acquired  by  the Company, provides an approximately
55-acre site for future  development  with  over 1,200 feet of frontage  on
the  Las Vegas Strip between  and  contiguous  to Bellagio and Monte Carlo.
The Company is in the  very early  design  phase for a potential new hotel-
casino  resort expected to be developed on the  site.    The design, timing
and  cost  of  any  such  future  development,  however,  are still  highly
uncertain.

Further expansion  of  the  Company is currently being planned for Atlantic
City,  New  Jersey.    In January 1998, the City of Atlantic City  conveyed
to  the  Company  approximately   180   acres   (125  acres  of  which  are
developable)  in  the  Marina  area  of  the City (the  "Marina  Site")  in
exchange for  the  Company  agreeing to develop a hotel-casino on the  site
and undertaking  certain  other obligations.   The Company has also entered
into  an  agreement  with  certain  State  agencies  with  respect  to  the
construction  and  joint  funding of road improvements necessary to improve
access  to  the  Marina  area.    In  connection with  such  agreement,  in
October  1997  the  Company and one of  the  State  agencies  funded  their
respective  $110 million  and  $125  million portions of the  $330  million
estimated total cost of  the  road  improvements.  The funds were deposited
into  escrow  accounts  and  are  restricted for construction of  the  road
improvement  project.   The  remaining  $95 million estimated cost  of  the
project  is  being  provided  by  the  other  State  agency  party  to  the

                                  -15-
<PAGE>
agreement.   The  road  improvement  project is being constructed  pursuant
to  a  fixed-price  design/build  contract.   Groundbreaking on the project
took  place  on   November  4, 1998,  with  construction  scheduled  to  be
completed in May 2001.

The  Company  is  in the  early  design  phase of its planned  Marina  Site
hotel-casino and a project budget has not yet been developed.      As  part
of  the project, the Company must remediate the  Marina  Site,  which is  a
former  municipal landfill.   Much of  the  remediation must  be  completed
before the Company can begin  construction  of  its resort.  Remediation is
expected to commence in November  1998  and  require approximately one year
to complete.

In  July  1998, the  Company  and  Boyd Gaming Corporation ("Boyd") entered
into an  amended  and  restated joint venture agreement for the development
of  a  hotel-casino  on  a  25-acre  portion  of  the  Marina  Site.    The
agreement  calls  for  the development  of  a  $750  million  entertainment
resort  with at least 1,200  hotel  rooms  to be connected to the Company's
planned  hotel-casino.    The  Company and Boyd each owns 50% of the  joint
venture.    The  Company  will design and develop the master plan  for  the
Marina  Site  and  Boyd  will  oversee the design and construction  of  the
joint  venture resort, as well  as  operate it upon completion.  Under  the
terms  of  the agreement, the Company will  contribute  the  land  and  $60
million  in  cash  and Boyd  will  contribute  $150 million  in  cash.  The
partners will attempt to obtain  acceptable  financing  that will  be  non-
recourse  to  the  Company and Boyd for the remaining development  cost  of
the  project.   If  the  requisite  permits  and  financing  are  obtained,
management anticipates  that  construction  of the joint venture resort may
commence by the fall of 1999.

Numerous  governmental  permits  must  be  applied  for  and  received  and
various  other  conditions  must  be  satisfied  before   construction  can
commence  on  the  hotel-casinos planned  by  the  Company  and  the  joint
venture.   Accordingly, there can  be  no  assurance as to  the  timing  or
cost of construction.

In  February  1998, the Company received  net  proceeds  of $394.7  million
from  the  issuance of  $200  million  principal amount of 6 5/8% unsecured
notes due February 2005  and  an equal principal amount of 6 3/4% unsecured
notes  due  February 2008.     The notes were issued pursuant to a  "shelf"
registration  statement  filed  with the Securities and Exchange Commission
in  October  1997  covering  a  total of up to $750 million (including  the
$400  million  issued  in  February  1998) of debt or equity securities  or
any  combination  thereof.     Approximately  $237.1  million  of  the  net
proceeds  from  the  offering  were  effectively used to  retire  the  zero
coupon notes and redeem the 9 1/4% notes as discussed in Note 3 of Notes to
Condensed Consolidated Financial Statements.

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.

                                  -16-
<PAGE>
RECENTLY ISSUED ACCOUNTING STATEMENT

In  April  1998,  the  Accounting  Standards  Executive  Committee  of  the
American  Institute of  Certified  Public  Accountants issued Statement  of
Position No. 98-5 - Reporting  on  the  Costs of Start-Up Activities  ("SOP
98-5").   The  provisions  of  SOP  98-5  are effective  for  fiscal  years
beginning  after December 15, 1998  and  require  that the costs associated
with  start-up   activities (including  preopening  costs  of  casinos)  be
expensed as incurred.

The  Company  currently  capitalizes  preopening  costs and amortizes  such
costs  over the 60-day period  following  opening  of the related facility.
As  a  result, the  preopening costs  related  to  Bellagio,  which are  in
excess of $85 million, will  be  fully  amortized to expense  in  the  1998
fourth quarter.  Management does not agree with the theory behind SOP 98-5,
as  its  implementation  will  result  in  a  failure to match the expenses
associated with a new  project with the related  revenues.    Nevertheless,
as  a  practical  matter,  the  Company  has  no  choice  but  to adopt the
provisions  of  SOP  98-5  effective January 1, 1999, and  all  capitalized
preopening costs  related to   the Beau Rivage and Atlantic  City  projects
(which totaled  approximately $35 million  at  September 30, 1998)  will be
written off and reflected as a cumulative effect of  change  in  accounting
principle,  net  of  income  tax,  in  its  1999  first  quarter  financial
statements.

YEAR 2000 READINESS DISCLOSURE

BACKGROUND

In  the  past,  many  computer  software  programs were written  using  two
digits  rather than four to define the  applicable  year.    As  a  result,
date-sensitive computer software may recognize  a  date  using "00" as  the
year  1900 rather than the year 2000.   This  is  generally referred to  as
the  "Year 2000 issue."   If  this  situation occurs, the potential  exists
for  computer  system  failures  or  miscalculations by computer  programs,
which could disrupt operations.

RISK FACTORS

The  Company  is  in  many  ways  involved  in  a low-technology  business.
Casino  employees,  for  example,   do   not   require  computers  to  deal
blackjack  or spin a roulette wheel.     Likewise, a chef does not  require
computers  to prepare a meal and  a  maid  does not require a  computer  to
clean  and  prepare a guest room.    Slot machines are a type of  computer,
but  there  is no date  embodied  in  their basic operation of  choosing  a
random sequence and determining the appropriate payout.

Nevertheless, the  Company  does  use computers extensively to  assist  its
employees   in   providing   good  service to  its  guests  and  to  assist
management in  monitoring  the  Company's operations.  The Company's  front
desk, for example,  is  highly  computerized so as to expedite check-in and
check-out of guests.     Similarly, the Company uses computers in the back-
of-the-house  to  facilitate  purchasing and maintaining inventory records.
The   Company's   shows   and   free  entertainment  attractions  also  use
computers  extensively.   In  the  casino, computers are  used  to  monitor
gaming   activity   and   maintain   customer  records,  such   as   credit
availability and points earned by members of the Company's slot clubs.

                                  -17-
<PAGE>
Computers  on  occasion  fail,  irrespective of the Year 2000  issue.   For
this  reason,  where   appropriate,   the   Company   maintains  paper  and
magnetic back-ups and  the Company's  employees  are  trained in the use of
manual procedures.   When  the  front desk computer fails, for example, the
Company's  employees  continue  to  check guests in and  out  using  manual
methods.   Numerous  such  incidents  occur  each year  and  generally such
failures are unnoticed by guests.

This  is not to imply that there is  no  risk  to the Company from the Year
2000 issue.  The risks could be substantial.  Most of  the  Company's guest
rooms, for  example,  are  easily  accessed  only  by  elevator,  and  most
elevators incorporate some computer technology.   Likewise,  the  Company's
heating,  ventilation, life  safety  and  air   conditioning  systems   are
highly computerized and,  of  course, critical to the Company's operations.
While some attractions,  such  as the  dolphin exhibit at  The  Mirage  and
the Bellagio Gallery  of  Fine  Art,  would  be  relatively  unaffected  by
failure  of computer technology, other  attractions,  such as the Siegfried
& Roy  and  Mystere  shows,  could  not  function  without computers.   The
Company  is also exposed  to  the  risk that  one or more of its vendors or
suppliers  could  experience  Year  2000  problems  that may  impact  their
ability to provide goods and  services.   Although  this is not  considered
as  significant a risk with  respect  to the   suppliers  of  goods  due to
the  availability  of  alternative  suppliers,  the  disruption  of certain
services,  in particular utilities and financial services, could, depending
upon  the  extent of the  disruption, have a material adverse impact on the
Company's operations.

External effects of the  Year  2000  issue, such as disruptions in  airline
service   or   other   domestic   or   international  economic  disruptions
affecting  the  Company's  customers,  could  also  adversely   affect  the
Company's business.  Most of the Company's customers  travel  in  excess of
100 miles to reach the Company's resorts and  many  of  them travel by air.
If there is a breakdown of  the  Federal  Aviation Administration's ("FAA")
air  traffic  control  system,  or  if fear of such a breakdown discourages
customers from traveling, there could  be a  material adverse impact on the
Company's  operations.    Of  course,  the  Company  anticipates  that  the
arrival  of  the  new  millennium  will  also result in large  parties  and
great  activity  in the Company's hotel-casinos.     A minor  breakdown  or
fear  of  such  breakdown in  air  travel  immediately  following  the  New
Year's Eve holiday  could  also  result in extended stays by patrons at the
Company's  facilities.     The  Company is not in a position  to  determine
either  the readiness  of  the  FAA or the airlines to deal with  the  Year
2000 issue or the impact that this would have on the Company's business.

STRATEGY

The  Company  has  an  extensive  Year  2000  compliance  program  and  has
substantially completed an inventory  of  its  various systems that may  be
sensitive to the Year 2000 issue.     The Company has also prioritized  the
importance  of  such   systems  to  its  operation  and  formed  teams  and
assigned responsibilities  to  ensure  Year 2000 compliance of all critical
systems.  Where  important  to the  Company's business, inquiries are  also
being  made  of  third  parties  with  whom  the Company  does  significant
business,  such  as   vendors   and   suppliers,  as  to  their  Year  2000
readiness,  and  alternatives  if  a  third party encounters  a  Year  2000
problem are being developed.

                                  -18-
<PAGE>
The  Company  believes  that  a  substantial majority of  its  systems  are
currently  Year  2000  compliant.   It is the Company's goal  to  have  all
systems  Year  2000   compliant  by  mid-year 1999.  The  Company  has  not
developed  a  comprehensive  contingency  plan,   although   as  previously
mentioned  a  number  of  its  critical hotel   and   casino   systems  are
currently backed up by manual  procedures  that  have been utilized  during
times  of system malfunctions.     The Company will continue to assess  the
need  for  a  comprehensive  contingency  plan  as  implementation  of  its
corrective action plan continues. 

COSTS

It  is  difficult to  calculate  the  cost to the Company of ensuring  that
its  systems  are Year 2000 compliant,  in  part  because  there  are  many
different solutions to various  Year  2000  situations.  In the case of the
Company's  elevators, for example,  the  Company  has  requested  that  the
third  parties  with  whom   it  contracts  for  its  elevator  maintenance
inspect each elevator system,  as  part  of its normal maintenance, for any
Year 2000 issues.    For the Company's  proprietary casino tracking system,
the  Company has  contracted  with  a third-party consultant to  make  such
system  Year 2000 compliant.    At  the same time, however, and  under  the
same   contract,   the   consultant  is also  incorporating  several  other
enhancements to the casino system.

During  the  period  from 1997 through 1999, the  Company has installed and
will be  installing  new  slot  accounting, hotel management and  financial
accounting systems.   Each of  these  new  systems  is  Year 2000 compliant
and also  has  numerous enhancements  over  the  Company's  prior  systems.
The total cost of installing  these   systems is approximately $30 million,
of  which approximately  $7 million has been incurred through September 30,
1998. Management  believes that it would have installed such systems within
this time  frame  irrespective  of the Year 2000 issue. Other than the cost
of these new systems,  the cost of addressing  the  Year 2000 issue has not
been  and is  not  expected  to  be  material  to  the Company's  financial
condition or results of operations.

CERTAIN FORWARD-LOOKING STATEMENTS

Certain information  included  in  this Form 10-Q and other materials filed
or  to  be  filed  by  the   Company  with   the  Securities  and  Exchange
Commission (as well as information  included  in  oral statements or  other
written  statements made or  to  be  made by the Company) contains forward-
looking  statements,  within  the  meaning of Section 27A of the Securities
Act  of 1933, as  amended,  and  Section 21E of the Securities Exchange Act
of  1934,  as  amended.    Such statements include information relating  to
plans for future expansion  and  other  business development activities  as
well  as  other  capital  spending,  financing  sources,   the  effects  of
regulation (including gaming and tax  regulation)  and  competition and the
status   of  Year  2000  readiness.    Such   forward-looking   information
involves  important  risks   and  uncertainties  that  could  significantly
affect  anticipated results in  the  future  and, accordingly, such results
may  differ from those expressed  in  any  forward-looking statements  made
by  or on behalf of the Company.     These risks and uncertainties include,
but  are  not limited  to,  those  relating to development and construction
activities, including  construction  budgets  and schedules, dependence  on
existing management, leverage  and  debt  service (including sensitivity to
fluctuations  in  interest  rates),  domestic  or   international  economic
conditions,  pending  litigation, the  effects  of  the  Year  2000  issue,
changes in federal or state  tax  laws  or the administration of such  laws
and changes in  gaming  laws  or regulations (including the legalization of
gaming in certain jurisdictions).

                                  -19-
<PAGE>

PART II.   OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

Reference  is  made  to  the litigation between  the  Registrant and Circus
Circus Enterprises, Inc. ("Circus") described  under "Legal Proceedings" in
Item 3 of the 1997 Annual Report.   On October 15, 1998, the Registrant and
Circus agreed  to dismiss the litigation  with prejudice and to release all
claims  against  each  other  with  respect  to  the  subject matter of the
litigation.

Reference is made to the litigation between the  Registrant and the trustee
of the bankruptcy estate of Ken  Mizuno described under "Legal Proceedings"
in Item 3 of the 1997 Annual Report.    In  August 1998,  the court granted
the Registrant's motion to dismiss the complaint.   The plaintiff has filed
a notice of appeal.


                                  -20-
<PAGE>
ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

     10.1  Letter agreement  dated  July  31,  1998  between  Bellagio  and
           Stephen A. Wynn.

     10.2  Letter  agreement  dated  August  17,  1998 between Bellagio and
           Stephen A. Wynn.

     10.3  Letter agreement dated September 1, 1998  between  Bellagio  and
           Stephen A. Wynn.

     10.4  Purchase and  Sale  Agreement (with Option),  dated as of August
           12, 1998, between the April  Cook Companies  and RZ  Corporation
           (without exhibits) (the "Purchase and Sale Agreement").

     10.5  First  Amendment  to  Purchase and  Sale  Agreement, dated as of
           August 24, 1998 (without exhibit).

     10.6  Second Amendment to Purchase  and  Sale  Agreement,  dated as of
           August 30, 1998 (without exhibit).
   

     15    Letter  from  independent   public   accountants   acknowledging
           awareness of the use of their report dated  November 13, 1998 in
           the Registrant's registration statements.

     27    Financial Data Schedule.

(b)  Reports on Form 8-K.

           The Registrant filed no Current Reports on Form  8-K  during the
           three-month period ended September 30, 1998.

                                  -21-
<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, 1998                     by:  DANIEL R. LEE
-----------------                          --------------------------------
      Date                                 Daniel R. Lee
                                           Senior Vice President  - Finance
                                           and Development, Chief Financial
                                           Officer and Treasurer (Principal
                                           Financial Officer)

                                  -22-