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 March 31, 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 
          incorporation or organization)                Identification No.)

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

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

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

          Indicate by check mark whether the  Registrant (1) has filed  all
          reports required  to be  filed  by Section  13  or 15(d)  of  the
          Securities Exchange Act  of 1934 during  the preceding 12  months
          (or for such shorter period that  the Registrant was required  to
          file such  reports), and  (2) has  been  subject to  such  filing
          requirements for the past 90 days.    YES   X       NO  
                                                    _____        _____

          Indicate the number of shares outstanding of each of the issuer's
          classes of  common  stock, as  of  the latest  practicable  date.
          Common stock, $0.004 par value, 179,540,607 shares outstanding as
          of May 12, 1998.
<PAGE>
          PART I.  FINANCIAL INFORMATION

          ITEM 1.  FINANCIAL STATEMENTS



          The unaudited condensed consolidated financial information as  of
          March 31, 1998 and for the  three-month  periods ended March  31,
          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  March  31,  1998,  and  the
          related condensed  consolidated  statements of  income  and  cash
          flows for the three-month periods ended March 31, 1998 and  1997.
          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,  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
          May 8, 1998



                                     2
<PAGE>
<TABLE>
<CAPTION>
          CONDENSED CONSOLIDATED                                       MIRAGE RESORTS, INCORPORATED
          BALANCE SHEETS

                                                                   AT MARCH 31,     At December 31,
                                                                           1998                1997
          -----------------------------------------------------------------------------------------
          (In thousands)                                            (UNAUDITED)
          <S>                                                        <C>                 <C>
          ASSETS

          Current assets
            Cash and cash equivalents                                $  139,506          $   99,337
            Receivables, net of allowance for doubtful accounts
              of $47,692 and $42,477                                     75,099             101,635
            Inventories                                                  29,808              29,179
            Prepaid expenses and other                                   89,588              70,771
          -----------------------------------------------------------------------------------------
                         Total current assets                           334,001             300,922
          Property and equipment, net of accumulated depreciation
            of $657,433 and $633,563                                  1,457,482           1,455,125
          Construction in progress                                    1,438,580           1,261,084
          Other assets, net                                             353,772             330,219
          -----------------------------------------------------------------------------------------
                                                                     $3,583,835          $3,347,350
          =========================================================================================

          LIABILITIES AND STOCKHOLDERS' EQUITY

          Current liabilities
            Accounts payable                                         $  115,703          $  151,993
            Accrued expenses                                            118,236             104,467
            Current maturities of long-term debt                          1,020                 927
          -----------------------------------------------------------------------------------------
                         Total current liabilities                      234,959             257,387
            Long-term debt, net of current maturities                 1,612,011           1,396,728
            Other liabilities, including deferred income taxes 
              of $172,039 and $167,415                                  185,487             180,751
          -----------------------------------------------------------------------------------------
                         Total liabilities                            2,032,457           1,834,866
          -----------------------------------------------------------------------------------------

          Commitments and contingencies

          Stockholders' equity
            Common stock:  179,489 and 179,422 shares outstanding           940                 940
            Additional paid-in capital                                  735,038             734,547
            Retained earnings                                         1,101,872           1,063,793
            Treasury stock, at cost:  55,659 and 55,726 shares         (286,472)           (286,796)
          -----------------------------------------------------------------------------------------
                         Total stockholders' equity                   1,551,378           1,512,484
          -----------------------------------------------------------------------------------------
                                                                     $3,583,835          $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 Ended March 31                                                    1998          1997
          -------------------------------------------------------------------------------------------------
          (In thousands, except per share amounts)
          <S>                                                                        <C>           <C>
          Gross revenues                                                             $377,932      $394,399
          Less - promotional allowances                                               (35,328)      (32,360)
          -------------------------------------------------------------------------------------------------
                                                                                      342,604       362,039
          -------------------------------------------------------------------------------------------------
          Costs and expenses
            Casino-hotel operations                                                   205,646       202,918
            General and administrative                                                 39,981        38,416
            Depreciation and amortization                                              22,584        21,356
            Corporate expense                                                           8,485         8,612
          -------------------------------------------------------------------------------------------------
                                                                                      276,696       271,302
          -------------------------------------------------------------------------------------------------

          Operating income                                                             65,908        90,737
          -------------------------------------------------------------------------------------------------
          Other income (expense)
            Interest cost                                                             (29,167)      (12,726)
            Interest capitalized                                                       23,825         9,565
            Other, including interest income                                            4,857           144
          -------------------------------------------------------------------------------------------------
                                                                                         (485)       (3,017)
          -------------------------------------------------------------------------------------------------
          Income before income taxes and extraordinary item                            65,423        87,720
          Provision for income taxes                                                   23,823        31,031
          -------------------------------------------------------------------------------------------------
          Income before extraordinary item                                             41,600        56,689
          Extraordinary item - loss on early retirement of debt,
            net of applicable income tax benefit                                       (3,521)       (2,225)
          -------------------------------------------------------------------------------------------------
          Net income                                                                 $ 38,079      $ 54,464
          =================================================================================================
          Income per share before extraordinary item
            Basic                                                                    $   0.23      $   0.32
            Diluted                                                                      0.22          0.30
          Net income per share
            Basic                                                                    $   0.21      $   0.31
            Diluted                                                                      0.20          0.28
          Weighted-average common shares outstanding (used in the
            computation of basic earnings per share)                                  179,443       178,454
          Effect of common stock options under the treasury stock method               13,270        13,522
          -------------------------------------------------------------------------------------------------
          Weighted-average common and common equivalent shares
            (used in the computation of diluted earnings per share)                   192,713       191,976
          =================================================================================================
</TABLE>
          See notes to condensed consolidated financial statements.

                                                    4
<PAGE>
<TABLE>
<CAPTION>
          CONDENSED CONSOLIDATED                                           MIRAGE RESORTS, INCORPORATED
          STATEMENTS OF CASH FLOWS (UNAUDITED)
          ---------------------------------------------------------------------------------------------

          Three months ended March 31                                                1998          1997
          ---------------------------------------------------------------------------------------------
          (In thousands)
          <S>                                                                   <C>           <C>
          Cash flows from operating activities
            Net income                                                          $  38,079     $  54,464
            Adjustments to reconcile net income to net cash provided by
              operating activities
                Provision for losses on receivables                                 4,638         2,695
                Depreciation and amortization of property and equipment,        
                  including amounts reported as corporate expense                  25,853        23,665
                Equity in undistributed earnings of Monte Carlo                    (7,439)       (7,408)
                Amortization of debt discount and issuance costs                    3,330         3,741
                Loss on early retirement of debt                                    5,418         3,422
                Deferred income taxes                                               1,068         4,337
                Changes in components of working capital pertaining to
                  operating activities
                    Decrease in receivables and other current assets               22,294        28,523       
                    Decrease in trade accounts payable and accrued expenses       (21,349)      (23,743)
                Other                                                                (257)       (3,603)
          ---------------------------------------------------------------------------------------------
                         Net cash provided by operating activities                 71,635        86,093
          ---------------------------------------------------------------------------------------------
          Cash flows from investing activities
            Capital expenditures                                                 (232,282)     (192,149)
            Proceeds from sales of property and equipment                          26,490         3,774
            Preopening costs                                                      (12,525)       (2,778)
            Other                                                                 (19,009)        7,439
          ---------------------------------------------------------------------------------------------
                         Net cash used for investing activities                  (237,326)     (183,714)
          ---------------------------------------------------------------------------------------------

          Cash flows from financing activities
            Net bank credit facility and commercial paper borrowings               47,647        99,317
            Issuance of long-term debt                                            394,728             -
            Retirement of long-term debt                                         (237,110)            -
            Other                                                                     595           701
          ---------------------------------------------------------------------------------------------
                         Net cash provided by financing activities                205,860       100,018
          ---------------------------------------------------------------------------------------------

          Cash and cash equivalents
            Increase for the period                                                40,169         2,397
            Balance, beginning of period                                           99,337        81,908
          ---------------------------------------------------------------------------------------------
            Balance, end of period                                              $ 139,506     $  84,305
          =============================================================================================
</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 most successful casino-based entertainment resorts in
          the world.  These resorts include The Mirage and Treasure  Island
          on the Las Vegas Strip, the  Golden Nugget in downtown Las  Vegas
          and the Golden Nugget-Laughlin in Laughlin, Nevada.  The  Company
          is also a 50% partner in  a joint venture that owns and  operates
          the  Monte Carlo Resort & Casino ("Monte Carlo") on the Las Vegas
          Strip.

          The Company is currently constructing two additional wholly owned
          hotel-casino resorts.    Bellagio, an  elegant  3,005-guest  room
          luxury resort, is being constructed on approximately 90 acres  of
          a 120-acre site on the Las Vegas Strip.  Beau Rivage, a luxurious
          1,780-guest room  beachfront  resort,  is  being  constructed  on
          approximately 23  acres  in  Biloxi, Mississippi.    Bellagio  is
          scheduled to open in October 1998 and Beau Rivage is expected  to
          open in the first quarter of 1999.

          The accompanying condensed consolidated financial statements have
          been  prepared  in  accordance   with  the  accounting   policies
          described in the Company's 1997 Annual  Report on Form 10-K  (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  period  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.

                                     6    
<PAGE>
          NOTE 2 - 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 that  allows the  Company to  issue a total of up to
          $750  million 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>
          ITEM 2.  MANAGEMENT'S   DISCUSSION  AND   ANALYSIS  OF  FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS

          COMPARISON OF OPERATING RESULTS FOR THE THREE-MONTH PERIODS ENDED
          MARCH 31, 1998 AND 1997
<TABLE>
<CAPTION>
          FINANCIAL HIGHLIGHTS

          Three months ended March 31                                      1998         1997
          ----------------------------------------------------------------------------------
          (Dollars in thousands, except per share and room rate amounts)
          <S>                                                          <C>          <C>
          Gross revenues
            The Mirage                                                 $203,004     $217,002
            Treasure Island                                             100,568      101,314
            Golden Nugget                                                51,319       52,777
            Golden Nugget-Laughlin                                       15,602       15,898
          ----------------------------------------------------------------------------------
                                                                        370,493      386,991
            Equity in earnings of Monte Carlo                             7,439        7,408
          ----------------------------------------------------------------------------------
                                                                       $377,932     $394,399
          ----------------------------------------------------------------------------------
          Net revenues
            The Mirage                                                 $184,094     $198,674
            Treasure Island                                              90,895       94,020
            Golden Nugget                                                46,470       47,748
            Golden Nugget-Laughlin                                       13,706       14,189
          ----------------------------------------------------------------------------------
                                                                        335,165      354,631
            Equity in earnings of Monte Carlo                             7,439        7,408
          ----------------------------------------------------------------------------------
                                                                       $342,604     $362,039
          ----------------------------------------------------------------------------------
          Operating profit
            The Mirage                                                 $ 41,755     $ 59,136
            Treasure Island                                              16,819       22,529
            Golden Nugget                                                 6,755        8,269
            Golden Nugget-Laughlin                                        1,625        2,007
          ----------------------------------------------------------------------------------
                                                                         66,954       91,941
            Equity in earnings of Monte Carlo                             7,439        7,408
            Corporate expense                                            (8,485)      (8,612)
          ----------------------------------------------------------------------------------
                                                                       $ 65,908     $ 90,737
          ----------------------------------------------------------------------------------
          Operating margin (operating profit/net revenues)
            The Mirage                                                    22.7%        29.8%
            Treasure Island                                               18.5%        24.0%
            Golden Nugget                                                 14.5%        17.3%
            Golden Nugget-Laughlin                                        11.9%        14.1%
            Company-wide (before Monte Carlo and corporate expense)       20.0%        25.9%
          ----------------------------------------------------------------------------------
          Income before extraordinary item                             $ 41,600     $ 56,689
          Net income                                                   $ 38,079     $ 54,464
          ----------------------------------------------------------------------------------
          Income per share before extraordinary item
            Basic                                                      $   0.23     $   0.32
            Diluted                                                        0.22         0.30
          Net income per share
            Basic                                                      $   0.21     $   0.31
            Diluted                                                        0.20         0.28
          ----------------------------------------------------------------------------------
          Other information (excluding Monte Carlo)
            Company-wide table games win percentage                       19.8%        20.0%
            Company-wide occupancy of standard guest rooms                98.1%        99.4%
            Average standard guest room rate (a)                       $     89     $     94
          ----------------------------------------------------------------------------------
          (a)  Cash rate (i.e., excluding complimentary accommodations) at the Company's Las
               Vegas hotels.
</TABLE>
                                             8
<PAGE>
          The  Company reported income  before extraordinary item of  $41.6
          million, or  $0.22  per share,  during  the 1998  first  quarter,
          versus $56.7 million, or $0.30 per share, achieved in the  prior-
          year period.   As expected,  earnings during  the recent  quarter
          were impacted by a decline in international baccarat business and
          increased competitive pressures  in the  Las Vegas  market.   The
          Company  also  experienced  a  slightly  lower  table  games  win
          percentage during the 1998 first  quarter, as well as  additional
          costs associated with the upcoming openings of Bellagio and  Beau
          Rivage.  The 1997 first quarter  included a pre-tax gain of  $3.6
          million associated  with the  sale and  exchange of  land in  Las
          Vegas.  There  were no similar  non-recurring gains  in the  1998
          quarter.

          Approximately  10%  of  the  Company's  1997  first  quarter  net
          revenues were  attributable  to  the  game  of  baccarat,  versus
          approximately 8% in the  1998 period.  Baccarat  tends to be  the
          game of choice of certain VIP  customers, many of whom reside  or
          have wealth  originating  in the  Far  East.   The  economies  of
          certain  Asian   countries   have   experienced   well-publicized
          difficulties over the past several months, with sharp declines in
          regional stock markets and devaluation of certain currencies.

          The Company's international baccarat  business was strong in  the
          prior-year first quarter  and generally  remained strong  through
          January 1998.  Such business declined significantly, however,  in
          February and March.  As a result, baccarat revenues in the  first
          quarter of 1998 declined by 30% from the prior-year period, which
          was the principal reason for the 5% decline in the Company's  net
          operating revenues.   Management  expects the  level of  baccarat
          play during 1998 to  continue to be  substantially lower than  in
          1997  due to the economic  situation in the Far East.   Excluding
          baccarat,  the Company's table games  revenues were approximately
          flat versus the 1997 first quarter.  Company-wide  slot revenues,
          meanwhile, increased by 2% over the prior-year period.

          The Las Vegas market experienced  a substantial increase in  room
          inventory during  1997.   As a  result, city-wide  occupancy  and
          average room rates  have declined.   Although less affected  than
          much of  its  competition, the  Company  has also  experienced  a
          decline in the average  standard room rate  and occupancy at  its
          Las Vegas hotels.

          The Bellagio and Beau Rivage projects  remain on schedule and  on
          budget for their  respective mid-October 1998  and first  quarter
          1999  openings.     Combined, these  two   resorts  will   create
          approximately 13,000  new  job  opportunities.    Many  of  these
          positions  will  be  filled  through  promotion  or  transfer  of
          employees from  the  Company's existing  resorts.   To  ensure  a
          smooth transition,  the Company  has  begun hiring  and  training
          replacement employees, resulting  in higher-than-normal  staffing
          levels.  Management estimates the higher staffing levels  reduced
          the Company's pre-tax income by $2  million to $3 million  during
          the  1998  first  quarter,  and will probably  have a  similar or
          greater impact in the second and third quarters of 1998.

                                     9
<PAGE>
          The decline in  baccarat business during  the 1998 first  quarter
          occurred  principally at The  Mirage,  accounting for most of the
          decline in that  resort's revenues  and  operating income.    The
          Mirage's table games revenues,  excluding baccarat, increased  by
          2% over the 1997 first quarter and slot revenues were up 9%.  The
          Mirage's standard guest room occupancy  was near 99% during  both
          first quarters,  with  a  slight decline  in  the  1998 quarter's
          average daily rate.

          Treasure Island's gross revenues were approximately $101  million
          in the first quarter of both 1998 and 1997.  Casino revenues were
          relatively flat.   Increases in race and sports book revenues and
          a  small  increase in  slot revenues  were offset  by lower table
          games revenues resulting from a  decline in  activity and the win
          percentage.  Standard guest  room  occupancy  remained  strong at 
          98.7%,  versus  nearly 100%  during the  first  quarter of  1997.
          Increases  in  competition,  however,  particularly  in  Treasure
          Island's   market  segment,  resulted in increases in promotional
          allowances and  expenses and a 4% decline in the average standard
          room  rate.  These factors, together  with the higher-than-normal
          staffing levels  discussed previously,  resulted in a decrease in
          Treasure Island's net revenues and operating income.  The  Golden
          Nugget-Las  Vegas and  the  Golden  Nugget-Laughlin were likewise
          affected by competitive market conditions.

          Monte Carlo achieved gross revenues  of $67.4 million during  the
          1998  first   quarter,  exceeding   any  quarter   during   1997.
          Nevertheless, promotional  allowances and  operating expenses  at
          the resort also  increased, resulting in  small declines in  both
          net revenues and operating income.   The joint venture,  however,
          used Monte Carlo's operating cash flow  to reduce its total  debt
          from $165.8 million at March 31,  1997 to $93.2 million at  March
          31, 1998.    As  a  result  of the  related decrease  in interest
          expense, Monte  Carlo's contribution  to  the Company's  earnings
          increased slightly over the 1997 first quarter.

          Interest cost and interest capitalized more than doubled over the
          prior-year period, reflecting the Company's growing investment in
          its Bellagio and Beau  Rivage projects.  On  March 15, 1998,  the
          Company repaid at maturity the  $133 million principal amount  of
          its zero  coupon  first  mortgage notes  and  redeemed  prior  to
          maturity all $100  million principal amount of its  9 1/4% senior
          subordinated notes.    The  zero  coupon  notes  accreted  at  an
          effective interest rate of 11% and represented the Company's only
          outstanding secured indebtedness.    The  9 1/4% notes, scheduled
          to mature  in  March  2003,  were  redeemed  at  104.11%  of  the
          principal  amount.  Although redemption  of the 9 1/4% notes  was
          financially advantageous to the Company,  the  call  premium  and
          write-off  of the unamortized debt issuance  costs resulted in an
          extraordinary loss of $3.5  million,  net  of  applicable  income
          tax benefit of $1.9 million.  The 1997  first quarter included an
          extraordinary  charge of  $2.2 million, net of  applicable income
          tax benefit   of  $1.2  million,  associated  with  amending  and
          increasing  the  size  of  the  Company's  revolving  bank credit
          facility.

                                     10
<PAGE>
          CAPITAL SPENDING, CAPITAL RESOURCES AND LIQUIDITY

          Completion of  the Bellagio  and Beau  Rivage projects,  by  most
          measures, will  nearly  double the  size  of the  Company.    The
          capital  required for  such expansion  is being  provided by  the
          Company's net operating cash flow, revolving bank credit facility
          and  commercial paper  borrowings  and the  issuance of long-term
          unsecured debt.

          During the first quarter of 1998, the Company's existing  resorts
          contributed net operating  cash flow (as  shown in the  Condensed
          Consolidated Statements of Cash  Flows) of $71.6 million,  versus
          $86.1 million in  the first  three months  of 1997.    The  lower
          operating cash flow contribution principally reflects the decline
          in the Company's operating income.

          Capital expenditures  during the  first quarter  of 1998  totaled
          $232.3 million, compared with  $192.1 million  in the  prior-year
          period.   Capital  expenditures  during  both  periods  primarily
          represent amounts  invested  in  the  Bellagio  and  Beau  Rivage
          projects.  Including  land, capitalized  interest and  preopening
          costs, but excluding fine art acquired for display and resale  at
          Bellagio, Bellagio is expected to cost approximately $1.6 billion
          and Beau Rivage is expected  to cost approximately $600  million.
          Of such  amounts, the  Company  had incurred  approximately  $1.1
          billion associated with  Bellagio and  approximately $287 million
          associated with Beau Rivage at March 31, 1998.  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 is leasing from its Chairman, on a month-to-month  basis,
          12 works  of fine art  (including three  of the  works  purchased
          from the Company) for public display  at its hotel-casinos.   The
          monthly rental as a  percentage of the  total  purchase price  of
          the artwork  is  substantially  less  than  the Company's current
          cost of borrowing.

          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 in ex-
          change 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 agreement.  The contractor is  currently in the design  phase
          of the  road  improvement  project,  which  is  being  undertaken
          pursuant to a fixed-price design/build contract.

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          Numerous governmental permits must be received and various  other
          conditions must be satisfied before construction can commence  on
          the road  improvement  project and  the  Company's  hotel-casino.
          Accordingly, there  can be  no assurance  that the  Company  will
          construct a hotel-casino in Atlantic City or as to the timing  or
          cost of  construction.   The Company  is currently  in the  early
          design stage  of its  planned Atlantic  City hotel-casino  and  a
          project budget has not yet been developed.

          In December 1997, the Company entered into agreements to  acquire
          Boardwalk Casino, Inc. ("BCI") and certain  related  assets.  The
          acquisition will  require total cash outlays  (including the cost
          of previously  acquired BCI debt) of approximately  $107 million.
          The  Company  had  expended  approximately  $59  million  of such
          amount at March 31, 1998.  Consummation of the BCI acquisition is
          subject to a  number of  conditions,  including  approval  by the
          stockholders of BCI and  the receipt of requisite  approvals from
          gaming regulatory authorities. The Company holds proxies covering
          approximately 53% of BCI's  outstanding  shares and has agreed to
          vote such shares in favor of the acquisition at the special meet-
          ing  of  BCI  shareholders  scheduled  for May  27, 1998.  If the
          necessary approvals are obtained,  the acquisition is expected to
          close in June 1998.

          BCI owns and  operates the  Boardwalk,  a hotel-casino on the Las
          Vegas Strip  between Monte Carlo and Bellagio.  The Boardwalk in-
          cludes a 33,000-square foot casino and a 653-room hotel currently
          being operated under a Holiday Inn  -Registered Trademark-  fran-
          chise license  agreement. The acquisition, together with adjacent
          land owned by the  Company (including a  portion of the  Bellagio
          site not required for Bellagio) and  land the Company has  agreed
          to acquire  in an  exchange with  Monte Carlo,  would afford  the
          Company a 42-acre site with 817 feet of frontage on the Las Vegas
          Strip for potential future  development between and contiguous to
          Bellagio and Monte Carlo. The design, timing and cost of any such
          future development is still highly uncertain.

          On February 4, 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 that
          allows the Company to issue  a total  of  up  to $750  million of
          debt  or equity securities or any  combination thereof.  On March
          15, 1998, net proceeds from the  offering of  $237.1 million were
          effectively used to  retire the  zero coupon notes and redeem the
          9 1/4% notes discussed previously. At March 31, 1998, bank credit
          facility borrowings and the face amount of outstanding commercial
          paper notes  totaled $665.0 million,  leaving  approximately $1.1
          billion available.

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

          RECENTLY ISSUED ACCOUNTING STATEMENT

          In 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,  all preopening costs related  to
          Bellagio, which is scheduled  to open in October, should be fully
          amortized to expense  in the 1998  fourth  quarter.  As currently
          envisioned, the Company plans 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, and any
          other projects the Company may undertake, 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.

          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  and the  effects  of
          regulation (including gaming and tax regulation) and competition.
          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 con-
          struction   activities,  dependence   on   existing   management, 
          leverage and debt  service (including sensitivity to fluctuations
          in  interest   rates),   domestic   or   international   economic
          conditions,  pending  litigation,  changes  in  federal  or state
          tax  laws  or  the administration  of such  laws and  changes  in
          gaming laws or regulations (including the legalization of  gaming
          in certain jurisdictions).

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<PAGE>
          PART II.  OTHER INFORMATION

          ITEM 1.   LEGAL PROCEEDINGS

          Reference is made  to the litigation  between the  Registrant and
          Circus Circus  Enterprises, Inc.  described under "Legal Proceed-
          ings"  in Item 3 of the Registrant's  Annual  Report on Form 10-K
          for the fiscal year ended  December 31, 1997.  In April 1998, the
          New  Jersey court  denied the  Registrant's  motion to dismiss or
          stay the New Jersey Action and the Nevada court stayed the Nevada
          Action  for a period of 90  days in  deference to  the New Jersey
          Action.  The New Jersey Action is now in the discovery phase.

          ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits.

              10.1 Second  Amendment  to  Jansen  Agreement,  dated  as  of
                   March 13, 1998,  between  the  Registrant  and  Avis  P.
                   Jansen,  individually,  as  executrix  of the  Estate of
                   Norbert W. Jansen and as  Trustee  for the Jansen Family
                   Trust under an Agreement dated July 14, 1993.

              10.2 Amendment  No.  7, dated as  of  January  12,  1998,  to
                   Reducing  Revolving  Loan   Agreement,   dated   as   of
                   December 21, 1994,  among  Victoria  Partners, each Bank
                   party  thereto,  The  Long-Term   Credit  Bank of Japan,
                   Ltd., Los  Angeles  Agency  and Societe Generale, as Co-
                   Agents, and Bank of America  National  Trust and Savings
                   Association, as Administrative Agent (without schedule).

              15   Letter from independent public accountants acknowledging
                   awareness of the  use of their report dated  May 8, 1998
                   in the Registrant's registration statements.

              27   Financial Data Schedule.

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<PAGE>
          (b) Reports on Form 8-K.

              The  Registrant  filed  three  Current  Reports on  Form  8-K
              during the three-month period ended March 31, 1998:

              (1)  In a Form 8-K dated December  22, 1997,  under  Items  5
                   and 7, the Registrant reported the execution of a merger
                   agreement with  Boardwalk Casino, Inc. and filed certain
                   related exhibits.

              (2)  In  a Form  8-K dated January 8, 1998, under Item 5, the
                   Registrant  reported (i)  that  it had  taken  title  to
                   certain  property in Atlantic City,  New  Jersey and had
                   notified  Circus   Circus  Enterprises,  Inc.  and  Boyd
                   Gaming   Corporation   of   the   termination   of   the
                   Registrant's previous agreements with each of them, (ii)
                   certain  factors  which affected its 1997 fourth quarter
                   operating  results   and  (iii) a  delay in the expected
                   completion date of Beau Rivage.

              (3)  In a Form  8-K dated February 2, 1998, under Item 7, the
                   Registrant filed  as exhibits  the form  of Underwriting
                   Agreement with respect to the sale  of its  6 5/8% notes
                   and 6 3/4%  notes and the form of Supplemental Indenture
                   governing such notes.

                                     15
<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

          May 14, 1998                by:  DANIEL R. LEE
          --------------                   --------------------------------
               Date                        Daniel R. Lee
                                           Senior Vice  President - Finance
                                           and Development, Chief Financial
                                           Officer and Treasurer (Principal
                                           Financial Officer)


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