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, 1999

                                   OR

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

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

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

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

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

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

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

Indicate by check mark whether the Registrant (1) has filed all  reports
required  to be filed by Section 13 or 15(d) of the Securities  Exchange
Act  of  1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES  X   NO
                                                              ---    ---
Indicate  the  number  of shares outstanding of  each  of  the  issuer's
classes  of  common  stock, as of the latest practicable  date.   Common
stock,  $0.004  par  value,   193,194,731   shares   outstanding  as  of
November 8, 1999.
<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


The   unaudited  condensed  consolidated  financial  information  as  of
September 30, 1999 and for the three-month  and nine-month periods ended
September  30, 1999  and 1998  included in  this report was  reviewed by
Arthur Andersen LLP,  independent public accountants, in accordance with
the professional standards  and procedures  established for such reviews
by the American Institute of Certified Public Accountants.
<PAGE>

             REVIEW REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
             -----------------------------------------------


To the Directors and Stockholders
of Mirage Resorts, Incorporated


We  have reviewed the accompanying condensed consolidated balance  sheet
of  Mirage Resorts, Incorporated (a Nevada corporation) and subsidiaries
(the "Company") as of September 30,  1999,  and  the  related  condensed
consolidated  statements  of income for the three-month  and  nine-month
periods ended September 30, 1999 and  1998  and  the  related  condensed
consolidated  statements of cash flows for the nine-month periods  ended
September 30, 1999 and  1998.  These  condensed  consolidated  financial
statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial   information  consists  principally  of  applying  analytical
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters.  It is substantially less in scope
than  an  audit conducted in accordance with generally accepted auditing
standards,  the  objective  of which is the  expression  of  an  opinion
regarding the financial statements taken as a whole.  Accordingly, we do
not express such an opinion.

Based  on  our  reviews, we are not aware of any material  modifications
that  should be made to the financial statements referred to  above  for
them to be in conformity with generally accepted accounting principles.

We  have  previously  audited,  in accordance  with  generally  accepted
auditing  standards, the consolidated balance sheet of  Mirage  Resorts,
Incorporated and subsidiaries as of December 31, 1998, and  the  related
consolidated statements of income, stockholders' equity and  cash  flows
for the year then ended (not presented herein), and, in our report dated
February  22,  1999,  we  expressed  an  unqualified  opinion  on  those
consolidated financial statements.  In our opinion, the information  set
forth in the accompanying condensed consolidated balance sheet of Mirage
Resorts,  Incorporated  and subsidiaries as of  December  31,  1998,  is
fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.



                                  ARTHUR ANDERSEN LLP



Las Vegas, Nevada
November 4, 1999



                                 -2-
<PAGE>

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

Current assets
  Cash and cash equivalents                                 $  101,319         $   74,814
  Trade receivables, net of allowance for doubtful
    accounts of $55,727 and $40,480                            131,971            118,125
  Inventories                                                   95,370             74,195
  Preopening costs                                                   -             24,718
  Deferred income taxes                                         26,356             23,180
  Prepaid expenses and other                                    73,966             83,445
-----------------------------------------------------------------------------------------
            Total current assets                               428,982            398,477
Property and equipment, net of accumulated
  depreciation of $870,694 and $733,032                      3,971,595          3,290,189
Construction in progress                                        92,705            539,530
Other assets, net                                              238,079            302,006
-----------------------------------------------------------------------------------------
                                                            $4,731,361         $4,530,202
=========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Trade accounts payable                                    $  106,008         $  129,592
  Construction payables                                         15,084             42,859
  Accrued expenses                                             178,093            155,675
  Current maturities of long-term debt                             311                404
-----------------------------------------------------------------------------------------
            Total current liabilities                          299,496            328,530
Long-term debt, net of current maturities                    2,117,425          2,378,507
Other liabilities, including deferred income taxes
  of $208,987 and $207,063                                     223,844            221,328
-----------------------------------------------------------------------------------------
            Total liabilities                                2,640,765          2,928,365
-----------------------------------------------------------------------------------------

Commitments and contingencies

Stockholders' equity
  Common stock: 198,950 and 180,120 shares outstanding             940                940
  Additional paid-in capital                                 1,083,715            738,665
  Retained earnings                                          1,192,481          1,145,497
  Treasury stock, at cost: 36,198 and 55,028 shares           (186,540)          (283,265)
-----------------------------------------------------------------------------------------
            Total stockholders' equity                       2,090,596          1,601,837
-----------------------------------------------------------------------------------------
                                                            $4,731,361         $4,530,202
=========================================================================================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                          -3-
<PAGE>

<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED                                                               MIRAGE RESORTS, INCORPORATED
STATEMENTS OF INCOME (UNAUDITED)
-----------------------------------------------------------------------------------------------------------------
                                                                    Three Months                Nine Months
                                                                ---------------------     -----------------------
For the periods ended September 30                                1999        1998            1999        1998
-----------------------------------------------------------------------------------------------------------------
(In thousands, except per share amounts)
<S>                                                             <C>          <C>          <C>          <C>
Revenues
  Casino                                                        $314,126     $188,351     $  905,914   $  542,541
  Rooms                                                          127,409       69,362        385,683      215,910
  Food and beverage                                              117,607       54,529        339,481      164,665
  Entertainment                                                   52,566       26,488        142,723       73,068
  Retail                                                          37,221       16,040        104,836       47,369
  Other                                                           21,055       11,855         64,583       40,375
-----------------------------------------------------------------------------------------------------------------
                                                                 669,984      366,625      1,943,220    1,083,928
  Less - promotional allowances                                  (63,502)     (34,031)      (180,856)    (100,581)
-----------------------------------------------------------------------------------------------------------------
                                                                 606,482      332,594      1,762,364      983,347
-----------------------------------------------------------------------------------------------------------------
Operating costs and expenses
  Casino-hotel operations                                        390,819      209,611      1,117,696      614,184
  General and administrative                                      81,131       41,939        238,876      121,285
  Depreciation and amortization                                   54,157       21,650        150,346       66,706
-----------------------------------------------------------------------------------------------------------------
                                                                 526,107      273,200      1,506,918      802,175
-----------------------------------------------------------------------------------------------------------------
Operating profit                                                  80,375       59,394        255,446      181,172
Corporate expense                                                (14,872)     (16,718)       (37,982)     (34,810)
Preopening and related promotional expense                        (3,415)           -        (38,990)           -
Equity in earnings of Monte Carlo                                  6,926        5,549         23,506       20,335
-----------------------------------------------------------------------------------------------------------------
Income from operations                                            69,014       48,225        201,980      166,697
Interest cost                                                    (34,637)     (34,376)      (109,791)     (92,619)
Interest capitalized                                               5,940       32,340         23,421       81,968
Other, including interest income                                   1,486        2,677          4,399       11,237
-----------------------------------------------------------------------------------------------------------------
Income before income taxes, extraordinary item
  and cumulative effect of change in accounting
  principle                                                       41,803       48,866        120,009      167,283
Provision for income taxes                                       (14,774)     (18,762)       (42,448)     (61,960)
-----------------------------------------------------------------------------------------------------------------
Income before extraordinary item and cumulative
  effect of change in accounting principle                        27,029       30,104         77,561      105,323
Extraordinary item - loss on early retirement of debt,
  net of applicable income tax benefit of $1,897                       -            -              -       (3,521)
Cumulative effect (to January 1, 1999) of change in
  method of accounting for preopening costs, net of
  applicable income tax benefit of $16,390                             -            -        (30,577)           -
-----------------------------------------------------------------------------------------------------------------
Net income                                                      $ 27,029     $ 30,104     $   46,984     $101,802
=================================================================================================================

Income per share before extraordinary item and
  cumulative effect of change in accounting principle
    Basic                                                       $   0.14     $   0.17     $     0.41     $   0.59
    Diluted                                                         0.13         0.16           0.38         0.55
Net income per share
    Basic                                                       $   0.14     $   0.17     $     0.25     $   0.57
    Diluted                                                         0.13         0.16           0.23         0.53
-----------------------------------------------------------------------------------------------------------------
</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                                                    1999           1998
-------------------------------------------------------------------------------------------------------
(In thousands)
<S>                                                                            <C>            <C>
Cash flows from operating activities
  Net income                                                                   $  46,984      $ 101,802
  Adjustments to reconcile net income to net cash provided by operating
    activities
      Provision for losses on receivables                                         20,400         15,340
      Depreciation and amortization of property and equipment, including
        amounts reported as corporate expense                                    161,765         77,271
      Expensed preopening and related promotional costs                           38,990              -
      Equity in earnings of Monte Carlo                                          (23,506)       (20,335)
      Distributions from Monte Carlo                                              27,500         16,400
      Non-recurring charges, before related income tax benefit
        Loss on early retirement of debt                                               -          5,418
        Cumulative effect of change in method of accounting for pre-
          opening costs                                                           46,967              -
      Deferred income taxes                                                       (1,252)        17,196
      Changes in components of working capital pertaining to operating
        activities
          Increase in trade receivables and other current assets                 (45,942)       (27,628)
          Decrease in trade accounts payable and accrued expenses                 (6,063)       (15,030)
      Other adjustments                                                              142          1,053
-------------------------------------------------------------------------------------------------------
               Net cash provided by operating activities                         265,985        171,487
-------------------------------------------------------------------------------------------------------

Cash flows from investing activities
  Preopening and related promotional costs                                       (38,990)       (66,081)
  Capital expenditures                                                          (398,867)      (920,122)
  (Increase) decrease in construction deposits                                    26,632        (12,040)
  Increase (decrease) in preopening and construction payables                    (22,193)        40,974
  Proceeds from sales of property and equipment                                   16,929         62,071
  Boardwalk acquisition costs, net of cash acquired                                    -        (55,562)
  Other investing activities                                                      (3,353)       (24,903)
-------------------------------------------------------------------------------------------------------
               Net cash used for investing activities                           (419,842)      (975,663)
-------------------------------------------------------------------------------------------------------

Cash flows from financing activities
  Net increase (decrease) in bank credit facility and commercial
    paper borrowings                                                            (260,929)       675,826
  Issuance of long-term debt                                                           -        394,728
  Retirement of long-term debt                                                         -       (237,110)
  Issuance of common stock                                                       415,562              -
  Exercise of common stock options, including related income tax benefit          26,284          4,474
  Other financing activities                                                        (555)        (6,110)
-------------------------------------------------------------------------------------------------------
               Net cash provided by financing activities                         180,362        831,808
-------------------------------------------------------------------------------------------------------

Cash and cash equivalents
  Increase for the period                                                         26,505         27,632
  Balance, beginning of period                                                    74,814         99,337
-------------------------------------------------------------------------------------------------------
  Balance, end of period                                                       $ 101,319      $ 126,969
=======================================================================================================
</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 casino-based enter-
tainment  resorts.   These  resorts  include  Bellagio  (which opened on
October 15, 1998),  The Mirage,  Treasure  Island and the  Holiday Inn -
Registered  Trademark - Casino  Boardwalk ("Boardwalk"),  all located on
the Las Vegas Strip. The Company also owns the Golden Nugget, located in
downtown  Las Vegas, and the  Golden Nugget-Laughlin,  located along the
Colorado River in Laughlin,  Nevada.  The Company's  newest resort, Beau
Rivage, opened  on  March  16, 1999.   Beau Rivage  is a 1,780-guestroom
beachfront resort  located on an approximately 36-acre site where Inter-
state 110 meets the Gulf Coast in Biloxi, Mississippi.

The  Company  is  also a 50% partner in a joint venture  that  owns  and
operates the Monte Carlo Resort & Casino on the Las Vegas Strip  ("Monte
Carlo").

The  accompanying condensed consolidated financial statements have  been
prepared  in  accordance with the accounting policies described  in  the
Company's 1998 Annual Report on Form 10-K (the "1998 Annual Report") and
should  be  read in conjunction with the Notes to Consolidated Financial
Statements  which  appear  in that report.  The  Condensed  Consolidated
Balance  Sheet  at December 31, 1998 contained herein was  derived  from
audited  financial  statements, but does  not  include  all  disclosures
included  in  the  1998  Annual Report and  applicable  under  generally
accepted accounting principles.

In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the  results
for  the  interim periods have been included.  The results for the  1999
interim  periods are not necessarily indicative of expected results  for
the full year.

Certain  amounts in the 1998 condensed consolidated financial statements
have  been  reclassified to conform with the 1999  presentation.   These
reclassifications had no effect on the Company's net income.

NOTE 2 - ISSUANCE OF COMMON STOCK

On  May  11, 1999, the Company issued 16,633,663  shares of common stock
in a public  offering at $25.00 per share.   The net  proceeds from  the
offering  of  approximately  $415.6  million  were  used  to  reduce the
Company's   outstanding  bank   credit  facility  and  commercial  paper
borrowings.

NOTE 3 - ACCOUNTING CHANGE

Effective January 1, 1999, the Company adopted Statement of Position No.
98-5 - Reporting on the Costs of Start-Up Activities ("SOP 98-5").   The

                                 -6-
<PAGE>

provisions  of  SOP 98-5 are effective for fiscal years beginning  after
December  15,  1998  and  require  the costs  associated  with  start-up
activities  (including preopening costs of casinos) to  be  expensed  as
incurred.   The  Company  previously capitalized  preopening  costs  and
amortized  them to expense over the 60-day period following  opening  of
the related facility. As required by SOP 98-5, the Company wrote off all
capitalized preopening costs as of January 1, 1999 associated with  Beau
Rivage and its development activities in Atlantic City, New Jersey.  The
write-off resulted in a charge during the 1999 nine-month period, net of
income  tax benefit,  of  $30.6  million  ($0.16  per  share  basic  and
$0.15 per share diluted).

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

<TABLE>
<CAPTION>
                                                 Three             Nine
For the periods ended September 30, 1999         Months           Months
------------------------------------------------------------------------
(In thousands, except per share amounts)
<S>                                              <C>            <C>
Preopening and related promotional expense       $ 3,415        $ 38,990
Income tax benefit                                (1,195)        (13,472)
------------------------------------------------------------------------
                                                 $ 2,220        $ 25,518
========================================================================

Per share amount, net of income tax benefit
  Basic                                          $  0.01        $   0.13
  Diluted                                        $  0.01        $   0.13
------------------------------------------------------------------------
</TABLE>

Under the Company's previous accounting method, all $55.1 million ($36.0
million,  $0.19  per share  basic and  $0.18 per share  diluted,  net of
income tax benefit) of Beau  Rivage's preopening and related promotional
costs would have been  amortized to expense during the nine-month period
ended  September 30,  1999.   There would have been no cumulative effect
adjustment.

                                 -7-
<PAGE>

NOTE 4 - INCOME PER SHARE OF COMMON STOCK

The  weighted-average number of common and common equivalent shares used
in  the calculation of basic and diluted earnings per share consisted of
the following:

<TABLE>
<CAPTION>
                                           Three Months                 Nine Months
                                    -------------------------   --------------------------
For the periods ended September 30     1999          1998          1999           1998
------------------------------------------------------------------------------------------
<S>                                 <C>           <C>           <C>            <C>
Weighted-average common shares
 outstanding (used in the
 calculation of basic
 earnings per share)                198,936,497   179,720,035   190,234,096    179,568,175
Potential dilution from
 the assumed exercise
 of common stock options              7,247,230    10,827,834    10,287,996     12,186,918
------------------------------------------------------------------------------------------
Weighted-average common and
 common equivalent shares
 (used in the calculation
 of diluted earnings per share)     206,183,727   190,547,869   200,522,092    191,755,093
==========================================================================================
</TABLE>

Stock  options  with  an exercise price higher than the  average  market
price  of  the  common  stock during the period are  excluded  from  the
calculation  of  diluted earnings per share.  As a result,  a  weighted-
average of 15,453,839 and 7,274,514 stock options was excluded  from the
calculation during the three-month periods ended September 30,  1999 and
1998, respectively.  The calculation for the nine-month periods excluded
a weighted-average of  5,168,080 stock options in 1999  and 3,694,534 in
1998.

NOTE 5 - REPURCHASE OF COMMON STOCK

On October 7,  1999,  the Company  repurchased  5,754,836 shares  of its
common stock in a privately  negotiated transaction at $15.25 per share.
Approximately 3.3 million shares remain  authorized under the  Company's
previously announced 10 million share repurchase program.

                                 -8-
<PAGE>

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

RESULTS OF OPERATIONS

Our two new resorts had a major impact on our  operating  results during
the  1999 periods.   Bellagio opened on October 15, 1998 and Beau Rivage
opened on March 16, 1999.

Including the contribution  from these two new  resorts, total  revenues
for  the 1999 third quarter and nine-month  period  increased by 83% and
79%,  respectively,  over the  prior-year period.   Company-wide  casino
revenues during the quarter  climbed to $314.1 million,  representing an
increase of  $125.8 million,  or 67%, over the same 1998 period. For the
nine-month  period,  casino revenues totaled $905.9 million, an increase
of  $363.4  million, or 67%,  over the prior-year period.   Company-wide
table  games revenues during the  quarter increased by 67% over the 1998
period  to  $160.3 million and slot revenues  increased by 68% to $143.2
million.   For the 1999 nine-month period,  table games revenues totaled
$458.2  million and slot revenues totaled  $409.9 million,  representing
increases of 70% and 64%, respectively, over the prior-year period.

Our  Company-wide  table  games win  percentage  was  relatively  normal
during  the  third quarters of both years -  19.6% in 1999 and 20.8%  in
1998.  By comparison, the Company's overall  table games win  percentage
over  the  past three  calendar  years averaged approximately 20%.   For
the   1999  nine-month  period,   the  Company-wide   table  games   win
percentage was  somewhat below this historical average at 18.9%,  versus
19.2% in the same 1998 period.

Total  non-casino revenues during the  quarter grew to  $355.9  million,
nearly  doubling the $178.3  million achieved in the 1998  period.   For
the  1999  nine-month period,  total non-casino  revenues  reached  $1.0
billion,  compared with $541.4  million for  the same  period  in  1998.
Company-wide  occupancy of available standard  guestrooms was 98% during
the  1999  third  quarter and the average  daily rate was  approximately
$97.   During the 1998 quarter, standard  guestroom  occupancy  was  99%
and  the average  daily rate was  approximately $84.  For the nine-month
periods,  standard  guestroom  occupancy was 97% and the  average  daily
rate  was  $103 in  1999, versus 99% and  $88 in 1998.  The increase  in
the   average   daily  room  rate  during  1999   principally   reflects
Bellagio's   room rates,  which are generally higher than those  of  our
other resorts.

Our operating  results were impacted by several  factors during the 1999
periods.  In Las Vegas,  we completed refurbishing all of the guestrooms
at Treasure  Island in late September.   The refurbishment program began
in  February  and  resulted in  approximately 8%  fewer  available  room
nights  at  Treasure  Island  during  both  the  three-  and  nine-month
periods  of  1999 as  compared with  the same periods  in  1998.   As  a
result  of  the  significant   upgrading  of  the  furnishings   of  its
guestrooms,  and in recognition of superior  customer service,  Treasure
Island was recently awarded the Four Diamond rating by AAA.

                                 -9-
<PAGE>

A  much more competitive market  environment also impacted our Las Vegas
resorts during 1999.  In addition to the  opening of Bellagio in October
1998, three major new competing resorts opened on the Strip during 1999,
adding approximately 9,600 guestrooms to the market.  We are  continuing
to develop and implement strategies to enhance our competitive  position
in Las Vegas.  Some of these  strategies include introducing new restau-
rants and entertainment  attractions,  refurbishing  our  guestrooms and
introducing new advertising and  marketing  programs.  We  believe  that
some of our greatest strengths for dealing with the new competition  are
the superior  design, condition and  locations of our  resorts  and  the
friendliness and professionalism of our employees.

At  Beau  Rivage,  as  is common for many new resort  hotels,  guestroom
occupancy  started  low  and  increased  gradually.   Occupancy  of  its
standard  guestrooms was 83% during the 1999 second quarter  (its  first
full  quarter  of operation) and increased to approximately  94%  during
the  third quarter.   The average daily standard room rate at the resort
was  approximately  $94 during the  six-and-one-half-month  period since
opening.   The  earnings   contribution   from  Beau   Rivage  was  also
constrained  in  the  period   since  opening  by   additional  payroll,
advertising  and  other costs related to  our efforts to establish  this
resort's long-term position as the leader in the Gulf Coast market.

The  1999  results were  also impacted by a recently  issued  accounting
statement  that requires start-up costs,  including preopening costs  of
new   hotel-casinos,   to  be  expensed   as  incurred.   We  previously
capitalized  these costs and  amortized them to expense over the  60-day
period following opening of the related facility.

As  required,   we  adopted  the   provisions  of  this  new  accounting
statement  effective  January 1, 1999.   As a result, we wrote  off  all
$47.0  million  of previously  capitalized  preopening costs,  including
$24.7 million  related to Beau Rivage and  $22.3 million related to  our
development in Atlantic  City.  After  deducting the related income  tax
benefit,  the write-off resulted in a cumulative  effect charge of $30.6
million.   We also incurred and  expensed an additional $3.4 million  of
preopening  costs during the 1999  third quarter,  principally  relating
to  our  development  activities  in Atlantic  City.   Preopening  costs
incurred and expensed  during the 1999  nine-month period totaled  $39.0
million and largely represented the costs  associated with opening  Beau
Rivage.

                                -10-
<PAGE>

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

<TABLE>
<CAPTION>
                                                 Three Months                  Nine Months
                                          --------------------------    -------------------------
                                                        Per Share                     Per Share
                                                    ----------------              ---------------
For the periods ended September 30, 1999   Amount   Basic    Diluted    Amount    Basic   Diluted
-------------------------------------------------------------------------------------------------
(In thousands, except per share amounts)
<S>                                       <C>       <C>       <C>     <C>         <C>       <C>
Net income, as reported                   $27,029   $0.14     $0.13   $ 46,984    $0.25     $0.23
Cumulative effect (to January 1, 1999)
  of accounting change                          -       -         -     30,577     0.16      0.15
Preopening and related promotional
  costs incurred and expensed               2,220    0.01      0.01     25,518     0.13      0.13
-------------------------------------------------------------------------------------------------
Income before charges for preopening
  and related promotional costs           $29,249   $0.15     $0.14   $103,079    $0.54     $0.51
=================================================================================================
</TABLE>

With  Bellagio  and  Beau  Rivage now  open,  our  depreciation  expense
increased by  $32.5 million in the  1999 third quarter and $83.6 million
in the 1999 nine-month period.

Our  jointly  owned Monte Carlo  resort's revenues, operating profit and
net income all  increased over the  1998 three- and nine-month  periods.
Higher room revenues accounted for most of  the increase in the resort's
operating  results,  reflecting  an  increase in both  occupancy and the
average daily room rate.

With  Bellagio and Beau Rivage now complete,  we are capitalizing a much
smaller  portion  of  our  interest cost.  As  a  result,  net  interest
expense  for  the  1999 third  quarter was  $28.7 million,  versus  $2.0
million in  the prior-year period.  For the  nine-month comparison,  net
interest  expense  totaled $86.4 million in 1999,  versus $10.7  million
in 1998.

The  $3.5   million  ($0.02  per share basic and diluted)  extraordinary
loss  in  the  1998  nine-month period  reflects the early repayment  in
March  of all  $100 million of our 9 1/4%  senior subordinated notes. It
was  economically  advantageous for us to repay  the notes  using  funds
from  lower  cost  borrowings,  even after  considering  the  prepayment
penalty  that  accounted  for  most of  the  extraordinary  charge.   We
incurred no similar charge during the 1999 periods.

                                -11-
<PAGE>

CAPITAL RESOURCES, CAPITAL SPENDING AND LIQUIDITY

Net  cash  provided by  operating  activities (as shown in the Condensed
Consolidated  Statements of Cash  Flows) totaled  $266.0 million  during
the  1999  nine-month period,  versus $171.5  million  during  the  1998
period.   This  increase  principally  reflects  the  contribution  from
Bellagio  and  Beau  Rivage,  as well as  additional cash  distributions
from Monte Carlo of $11.1 million.

The  majority  of  our operating cash  flow during the  1999  nine-month
period was effectively  used for the completion of Beau  Rivage.   After
giving  effect to the change in associated  deposit and payable amounts,
capital  expenditures  and  preopening  and  related  promotional  costs
required net  cash of $433.4 million during the 1999  nine-month period.
This  amount  also includes expenditures  associated with  the  recently
completed guestroom refurbishment program at Treasure Island.

Our  purchase  of  the Boardwalk  hotel-casino and  related  assets  was
completed  on June 30, 1998.  The Boardwalk acquisition,  combined  with
other  land  we previously  acquired, provides us with approximately  55
acres  for future  development with over 1,200  feet of frontage on  the
Las  Vegas Strip between  Bellagio and Monte Carlo.   We are in the very
early  design phase  for a potential new hotel-casino  resort we  expect
to  ultimately  develop on this site.  The design, timing  and  cost  of
the  new  resort are  still highly  uncertain and will depend on several
factors.   Among  these factors is the market's  absorption of  the  new
resorts on the Las Vegas Strip.   Because we acquired the  Boardwalk and
adjacent  land for development of a new resort,  interest cost is  being
capitalized  on  the  funds used for  such purchases.  In  the  interim,
Boardwalk  is  being  accounted for as an incidental  operation.   Under
this method, Boardwalk's operations  are excluded  from our consolidated
operating  results and  its net income,  as well as rental  income  from
the adjacent land,  is recorded as a reduction in the carrying  value of
the land.

We  are  progressing  with the  design and  budgeting  of  our  proposed
resort   development  in   the  Marina  area  of   Atlantic   City.  Our
current  plans call for a wholly owned hotel-casino resort and construc-
tion of a second  resort on a 25-acre  portion of  our  120-acre site in
partnership with Boyd Gaming Corporation.  We have not yet finalized the
design,  budget or  construction  schedule for our  wholly  owned hotel-
casino.   As part of our agreement  with the  City  of Atlantic  City to
acquire the land,  we are required to remediate environmental contamina-
tion at the Marina  site, which was a municipal landfill until 1975.  We
began the  remediation in November 1998 and had completed  approximately
65% of the work at October 31, 1999.  Also as part of our agreement with
the City, we have completed demolition of the City-owned facilities pre-
viously located on the site and we recently commenced  relocation of on-
site public utilities. Construction is also continuing on the previously
funded joint  venture  road  improvement  project with  the State of New
Jersey to improve  access to the Marina area.   The project is scheduled
for completion in May 2001.

Our  joint  venture  agreement with Boyd calls for the development of  a
$750  million  entertainment  resort with at least  1,200 guestrooms  on
the  Marina  site.   The  joint  venture resort,  currently  named  "The

                                -12-
<PAGE>

Borgata,"   will be connected to our planned  wholly owned hotel-casino.
We   are   currently  designing   and  will  develop  the  master   plan
improvements  for the Marina site.   Boyd  will oversee the  design  and
construction  of  The  Borgata and  operate the resort upon  completion.
Under the agreement,  subject to the receipt of acceptable  financing as
described  below,   we will contribute the 25  acres  of  land  and  $60
million   in  cash,  of  which   approximately   $5  million  had   been
contributed  at September 30, 1999.  Boyd will contribute  $150  million
in  cash.   The  joint  venture   will  attempt  to  obtain   acceptable
financing  for the  remaining cost of the  project that is  non-recourse
to  both  our Company and Boyd.  If the necessary  permits and financing
are  obtained,  construction of The  Borgata could begin  in  the  first
half of next year.

Both our  Company  and the  joint  venture  must  apply  for and receive
numerous  governmental  permits  and  satisfy  other  conditions  before
construction of either hotel-casino can begin.   Additionally, a current
Atlantic  City hotel-casino  operator  and  others  have  filed  various
lawsuits  challenging  the validity  of our previous  agreement with the
City of Atlantic  City to acquire  the land  and  seeking  to  stop  the
construction of the road improvements.  Our Company has prevailed in all
of these  lawsuits that have been  adjudicated to date,  but a number of
lawsuits are still  pending in various stages and others  could be filed
in the future.   As a result of these factors, we cannot be  certain  of
the ultimate  development or timing of construction of the hotel-casinos
planned for the Marina site.

The  $415.6   million  net proceeds  received  from  the  May  11,  1999
issuance of  16,633,663 shares  of our common stock were used to  reduce
borrowings  outstanding  under our $1.75  billion bank  credit  facility
and  commercial  paper  program.   As a result,  we  achieved  a  $260.9
million  net  decrease in these  borrowings during the  1999  nine-month
period.   We  used commercial  paper borrowings to  fund the October  7,
1999  repurchase of 5,754,836 shares of our common stock at  $15.25  per
share.  At October 31, 1999, our  outstanding bank  credit facility  and
commercial paper borrowings totaled  approximately $1.3 billion, leaving
$480 million combined availability.

We  believe our existing  cash balances, future operating  cash flow and
available  borrowing capacity will provide  us with sufficient resources
to   meet  our   existing  debt   obligations  and  foreseeable  capital
expenditure requirements.

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.

                                -13-
<PAGE>
RISK FACTORS

We are  in many ways engaged in a low-technology business. Nevertheless,
we do use  computers  extensively to assist  our employees in  providing
good  service  to  our  guests and to assist us in monitoring  our oper-
ations.

Computers  on occasion fail, irrespective of the Year 2000  issue.   For
this reason, where appropriate, we maintain paper and magnetic tape back-
ups and our employees are  trained in the use of manual procedures. This
is not  to imply that  there is no  risk to us from the Year 2000 issue.
The risks could be  substantial.  Most of our  guestrooms, for  example,
are  easily  accessed  only by elevator, and  most elevators incorporate
some  computer  technology.  Likewise, our  heating,  ventilation,  life
safety and  air  conditioning  systems are highly  computerized  and, of
course,  critical to our operations.  We  are  also exposed  to the risk
that one or more of our vendors or suppliers could experience  Year 2000
problems  that may impact their  ability to  provide us  with  goods and
services.  With respect  to the suppliers  of many of our goods, we gen-
erally have alternative suppliers.  However, the  disruption  of certain
services, in particular utilities and financial services, could, depend-
ing upon the extent of the disruption, have a material adverse impact on
our operations.

External effects of the Year 2000 issue, such as disruptions in  airline
service   or   other  domestic  or  international  economic  disruptions
affecting our customers, could also adversely affect our business.  Most
of  our customers travel in excess of 100 miles to reach our resorts and
many  of  them  travel by air.  If there is a breakdown of  the  Federal
Aviation Administration's ("FAA") air traffic control system, or if fear
of a breakdown discourages customers from traveling, it could impact our
operations.   We are not in a position to determine the readiness of the
FAA and the airlines with  respect to the Year  2000 issue or the impact
that this would have on our business.

STRATEGY

We have an extensive Year 2000 compliance program and have completed  an
inventory of our various systems that may be sensitive to the Year  2000
issue.  We prioritized the importance of these systems to our operations
and formed  teams and assigned  responsibilities  to  ensure  Year  2000
compliance of all critical  systems.  When inquiry  seems reasonable, we
are also contacting third  parties that are important to our business to
ascertain their Year 2000 readiness.  We are developing alternatives for
those third parties where we perceive there could be a problem.

As of September 30, 1999,  about 82% of our systems  had  been tested by
our personnel or vendor  personnel and found to  be Year 2000 compliant.
We  have  identified  the  remaining  systems  that  are  not  Year 2000
compliant and believe that any significant  risks with  respect to those
systems will be mitigated by year-end. We have developed a comprehensive
Year  2000 support strategy and will have appropriate  personnel on-site
throughout the transition into the New  Year.  As previously  mentioned,
a number of our critical  hotel and casino systems are currently  backed
up by manual procedures that we use during times of system malfunctions.
During the New  Year  transition,  these  procedures  will  include more
extensive manual tracking as an added safeguard.

                                -14-
<PAGE>

COSTS

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

During the period from 1997 through 1999, we have installed and will  be
installing   new  slot  accounting,  hotel  management   and   financial
accounting  systems.  Each of these new systems is Year  2000  compliant
and  also has numerous enhancements  over  our prior systems.  The total
cost  of installing  these new systems is approximately  $18 million, of
which  we had   incurred  approximately  $13 million through October 31,
1999.  We believe that only a small portion of this cost relates direct-
ly to the Year 2000 issue.  We also believe that we would have installed
these  systems  within  this  time  frame  irrespective of the Year 2000
issue.  The cost of  addressing the Year  2000 issue has not been and is
not  expected to  be  material to our financial  condition or results of
operations.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains some forward-looking statements. Forward-looking
statements give our current expectations or forecasts of future  events.
You  can  identify these statements by the fact that they do not  relate
strictly  to  historical or current facts.  They contain words  such  as
"anticipate,"   "estimate,"  "expect,"  "project,"   "intend,"   "plan,"
"believe," "may," "could," "might" and other words or phrases of similar
meaning  in  connection  with  any discussion  of  future  operating  or
financial   performance.   These  forward-looking   statements   involve
important  risks and uncertainties that could significantly  affect  our
anticipated future results and, therefore, our actual results may differ
materially from those described in any forward-looking statement.  These
risks   and   uncertainties  include  those  relating  to   competition,
development   and  construction  activities,  dependence   on   existing
management,   leverage  and  debt  service  (including  sensitivity   to
fluctuations  in  interest  rates), domestic or  international  economic
conditions, pending or future legal proceedings, the effects of the Year
2000  issue,  changes in federal or state tax laws or the administration
of  such  laws and changes in gaming laws or regulations (including  the
legalization   of   gaming   in   certain  jurisdictions).    Additional
information concerning potential factors that we think could  cause  our
actual results to differ materially from expected and historical results
is  included  under  the  caption "Factors that May  Affect  Our  Future
Results"  in  Item  1  of  the 1998 Annual Report.   This  statement  is
provided as permitted by the Private Securities Litigation Reform Act of
1995.

                                -15-
<PAGE>

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On September 28, 1999,  a former stockholder of the Company's  Boardwalk
subsidiary filed a first amended  complaint in a purported  class action
lawsuit in District  Court for Clark County,  Nevada against the Company
and certain former  directors and principal stockholders of that subsid-
iary.  The complaint  alleges that the  Company induced the other defen-
dants to  breach their  fiduciary duties  to  the  Boardwalk's  minority
shareholders by devising and  implementing a scheme by which the Company
acquired  Boardwalk at  significantly less  than the true  value  of its
shares.   The  complaint seeks  an  unspecified  amount  of compensatory
damages from the Company and  compensatory and punitive damages from the
other defendants.  We believe that the claims in the complaint are with-
out merit and intend to defend the case vigorously.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

     10.1   Letter agreement, dated August 1, 1999, between Bellagio and
            Stephen A. Wynn.

     10.2   Letter agreement,  dated September 1, 1999, between Bellagio
            and Stephen A. Wynn.

     10.3   Employment Termination and Settlement Agreement, dated as of
            September 7, 1999,  between the  Company and  Daniel R.  Lee
            (without exhibit).

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

     27     Financial Data Schedule.

(b)  Reports on Form 8-K.

     On  July 2, 1999,  the Company  filed a Current  Report on Form 8-K
     dated  July 1, 1999.  Under Items 5 and 7  of  the  Form  8-K,  the
     Company  filed  its  Press  Release  dated July 1,  1999  reporting
     expected earnings for the quarter ended June 30, 1999.

                                -16-
<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 10, 1999                   by: ROBERT H. BALDWIN
-----------------                       --------------------------------
     Date                               Robert H. Baldwin
                                        Chief   Financial   Officer  and
                                         Treasurer (Principal  Financial
                                         Officer)


                                -17-