AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AGREEMENT

     This  Amendment No. 2 (the "Amendment") to  Amended and  Restated Loan
Agreement dated  as of  June 19, 1998 is entered into with reference to the
Amended  and  Restated  Loan  Agreement  dated  as  of  March  7,  1997 (as
heretofore amended  by an  Amendment No. 1  dated as of September 19, 1997,
the "Loan Agreement")  among Mirage Resorts, Incorporated, a Nevada corpor-
ation ("Borrower"), the  Banks,  Co-Arrangers,  Co-Agents and Documentation
Agent  referred  to therein, and Bank of America National Trust and Savings
Association, as  Administrative Agent.   Capitalized  terms used herein are
used with the meanings set forth for those terms in the Loan Agreement.

     Borrower  and the Administrative Agent (acting with the consent of the
Requisite Banks) agree as follows:

     1.   AMENDMENTS TO CERTAIN DEFINITIONS.  The following  definitions in
Section 1.1 of  the  Loan  Agreement  are hereby amended to read in full as
follows:

          "ADJUSTED  EBITDA"  means,  with  respect  to any  fiscal period,
     EBITDA  for that  fiscal period  PLUS any  Adjustment Amount  for that
     fiscal period PLUS, if  positive, Monte  Carlo Distributable  Cash for
     that fiscal period.

          "ANNUALIZED ADJUSTED EBITDA" means, as  of the  last day  of each
     Fiscal  Quarter, (a) Adjusted  EBITDA for the fiscal period consisting
     of that  Fiscal Quarter  and the  three immediately  preceding  Fiscal
     Quarters  plus (b)  with respect  to any  such fiscal  period in which
     Bellagio, Beau Rivage or any  New Venture  (whichever  is  applicable,
     herein  the "Project") is  open for business for at least one (1) full
     Fiscal  Quarter but  less than  four (4)  full  Fiscal Quarters,  such
     amount as is necessary to reflect the annualization of Adjusted EBITDA
     attributable  to the  Project using the following conventions:  (i) if
     the  Project has  been open  for  business  for  one (1)  full  Fiscal 
     Quarter,the Project's Adjusted EBITDA for that Fiscal Quarter shall be
     multiplied by four, (ii) if the Project has been open for business for
     two (2) full  Fiscal Quarters, the Project's Adjusted EBITDA for those
     Fiscal  Quarters shall  be multiplied  by two and (iii) if the Project
     has  been open  for business  for three  (3) full Fiscal Quarters, the
     Project's   Adjusted   EBITDA  for  those  Fiscal  Quarters  shall  be
     multiplied by  four-thirds (4/3), plus (c) without duplication, to the
     extent  that Boardwalk  Casino is  a Subsidiary  of Borrower as of the
     last  day of  that  Fiscal  Quarter and is then open for business, the

                             Exhibit 10.2
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     EBITDA  of Boardwalk  Casino for the  fiscal period consisting of that
     Fiscal  Quarter and  the three  immediately preceding  Fiscal Quarters
     (determined  in the  same manner  as if  it had  been a Subsidiary  of
     Borrower for that entire fiscal period).

          "AVERAGE QUARTERLY TOTAL DEBT" means, as of the  last day of each
     Fiscal  Quarter,  the  average  of  the  principal amounts of the out-
     standing  Total  Debt on  the last  day of each of the calendar months
     comprising  such Fiscal  Quarter, minus  (in  the  case  of the Fiscal
     Quarters  ending  June  30, 1998  and  September  30, 1998) the Escrow
     Amount as of the last day of that Fiscal Quarter.

          "NET INCOME" means, with respect to  any  fiscal period, the con-
     solidated net income of Borrower and its Subsidiaries for that period,
     determined  in accordance  with Generally  Accepted Accounting Princi-
     ples,  consistently applied;  PROVIDED THAT any net income or net loss
     of  Victoria Partners  shall not be included in the calculation of Net
     Income.

     2.   NEW DEFINITIONS.   Section  1.1 of the  Loan Agreement is further
amended to add the following terms thereto:

          "ATLANDIA"  means  Atlandia  Design and  Furnishings, Inc., a New
     Jersey corporation which is a wholly-owned Subsidiary of Borrower.

          "BOARDWALK  CASINO"   means  Boardwalk  Casino,  Inc.,  a  Nevada
     corporation.

          "ESCROW AGREEMENT" means  the  Escrow  Fund Agreement dated as of
     October 10, 1997  among CoreStates Bank, N.A., the South Jersey Trans-
     portation  Authority, the  State of New Jersey (acting through the New
     Jersey Department of Transportation), and Atlandia.

          "ESCROW AMOUNT"  means, as  of  each  date  of determination, the
     amount, not to exceed $101,000,000, which is equal to the  funds main-
     tained by  Atlandia  on that  date in  the escrow  established  by the
     Escrow  Agreement, provided that if prior to October 1, 1998, Borrower
     or  any of  its Subsidiaries enter into any amendment, modification or
     waiver of the terms of the Escrow Agreement or Road Development Agree-
     ment which would adversely affect their termination rights thereunder,
     the Escrow Amount shall be zero.

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<PAGE>
          "MONTE  CARLO  DISTRIBUTABLE  CASH"   means,  for   any   period,
     Borrower's  allocable  portion  of (a)  the  net  income  of  Victoria
     Partners for that period, PLUS (b) any extraordinary loss reflected in
     such net income, MINUS (c)  any extraordinary  gain  reflected in such
     net  income,  plus (d)  without  duplication, the aggregate  amount of
     federal  and state taxes on or measured by income of Victoria Partners
     for that  period (whether or not payable during that period), PLUS (e)
     depreciation, amortization and all other non-cash expenses of Victoria
     Partners  for  that  period,  MINUS (f)  the  aggregate  amount of all
     scheduled  payments of principal made by Victoria Partners during that
     period  with respect  to borrowed money, in each case as determined in
     accordance with  Generally Accepted Accounting Principles, and, in the
     case of item (d),  only to the extent deducted in the determination of
     such net income for that period.

          "ROAD DEVELOPMENT AGREEMENT" means the Road Development Agreement
     dated  as of  January 10, 1997  among the  State of New Jersey (acting
     through the New Jersey Department of Transportation), the South Jersey
     Transportation Authority and Borrower, as heretofore amended.

     3.   CONDITION PRECEDENT.   This effectiveness of this Amendment shall
be conditioned  upon the  receipt by the  Administrative Agent  of  written
consents hereto executed by the Requisite Banks.

     4.   REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants
to  the Administrative  Agent and  the Banks  that, as  of the date of this
Amendment:

          (a)  Pursuant to the terms of the Escrow  Agreement, Borrower and
     its Subsidiaries shall become entitled to the  unconditional return of
     the  Escrow Amount  in the  event  that  Borrower and its Subsidiaries
     have not  obtained the Casino  Project Permits contemplated by Section
     12.1.7.2 of the Road  Development  Agreement by  October 31, 1998; and

          (b)  no  Default  or  Event of  Default has  occurred and remains
     continuing.

     5.   AGREEMENT  RE  INCREMENTAL  MARGIN.   Borrower  agrees  that  the
applicability (or non-applicability)  of  the  Incremental Margin  shall be
determined  on  the  basis  of  the   Leverage  Ratio  (and  its  component
definitions)  as set  forth in  the  Loan Agreement as originally executed,
and  without giving  effect to  any  of  the amendments  thereto set  forth
herein or in Amendment No. 1 to the Loan Agreement.

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     6.   CONFIRMATION.   In  all  other  respects,  the terms of  the Loan
Agreement and the other Loan Documents are hereby confirmed.

          IN WITNESS WHEREOF,  Borrower and the  Administrative  Agent have
executed this  Amendment as of the  date first written  above by their duly
authorized representatives.

                               MIRAGE RESORTS, INCORPORATED

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

                               BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
                               ASSOCIATION, as Administrative Agent

                               By:  JANICE HAMMOND
                                    ---------------------------------------
                                    Janice Hammond, Vice President

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