BOND PURCHASE AGREEMENT

                             between

                  MIRAGE RESORTS, INCORPORATED

                               and
                                
              SOUTH JERSEY TRANSPORTATION AUTHORITY
                                
                                
                                
                     Dated October 10, 1997

                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         EXHIBIT 10.15
<PAGE>

      The  following Table of Contents has been inserted for con-
venience only and does not constitute a part of this Agreement.

                       TABLE OF CONTENTS

                                                             Page

1. Background                                                   1

2. Definitions                                                  2

3. Agreement to Purchase Bonds; Purchase Price                  5

4. Details of Bonds.                                            6

5. Escrow Agreement                                             9

6. Initial Issuance of Bonds]                                   9

7. Representations and Warranties of the Purchaser             10

8. Expenses                                                    10

9. Conditions Precedent                                        10

10. No Oral Change; Assignment                                 11

11. Notices                                                    11

12. Law Governing                                              11

13. Headings                                                   11

14. Counterparts                                               11

15. Limitation of Liability of the Authority                   11

16. Other Agreements                                           11
                    
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<PAGE>                    
                    
                    BOND PURCHASE AGREEMENT


      THIS  BOND  PURCHASE AGREEMENT is dated October  10,  1997,
between   MIRAGE   RESORTS,   INCORPORATED   ("Mirage"   or   the
"Purchaser")  and the SOUTH JERSEY TRANSPORTATION AUTHORITY  (the
"Authority"),  with  respect to the  purchase  and  sale  of  the
Authority's  Road  Development Special  Revenue  Bonds  (Atlantic
City/Brigantine Connector Project - CRDA H-Tract  Revenue  Pledge
Agreement)  (the "Bonds") in the maximum initial issuance  amount
of  $55,000,000 on the terms and subject to the conditions herein
set forth:

     1.   Background.

           (A)   The Authority was created pursuant to the  South
Jersey  Transportation Authority Act, L. 1991, C. 252, as amended
and  supplemented (the "Act"), as a successor to the  New  Jersey
Expressway  Authority  and  the  Atlantic  County  Transportation
Authority,   to  provide  more  coordination  of   the   region's
transportation system and to deal particularly with  the  highway
system,  aviation facilities and the transportation  problems  of
Atlantic    County   through   the   acquisition,   construction,
maintenance,   operation   and   support   of   expressway    and
transportation  projects  and  economic  development   facilities
directly  related  to transportation projects authorized  by  the
Act.   Pursuant  to  Section  7 of  the  Act,  the  Authority  is
authorized, inter alia, to acquire, maintain, operate and support
projects,  to  acquire, construct, maintain  and  operate  feeder
roads, to issue bonds or notes for the purposes of the Act and to
provide for the rights of the holders thereof as provided in  the
Act.

           (B)   The  Authority, the State of New Jersey,  acting
through the Department of Transportation (the "State") and Mirage
propose to undertake a certain project (the "Project") consisting
of  certain traffic infrastructure improvements to be constructed
in  Atlantic  City,  New  Jersey  and,  upon  completion,  to  be
accepted,  owned, maintained and operated by the  Authority,  all
pursuant  to,  as  provided  in and  subject  to  the  terms  and
conditions of a  Road Development Agreement, dated as of  January
10,  1997,  as amended (the "Road Development Agreement"),  among
the  Authority, the State and Mirage and thereafter  assigned  by
Mirage  to Atlandia Design and Furnishings, Inc., a wholly  owned
subsidiary of Mirage.

           (C)   Pursuant  to the Road Development  Agreement,  a
portion  of the financing for the Project is to be made available
by  the  Developer (as hereinafter defined), in a manner  and  on
terms  and  conditions satisfactory to the  Developer,  CRDA  (as
hereinafter defined), the Authority and the State, repayable from
and   collateralized   by  future  investment   alternative   tax
obligations  of  casinos, whether owned  by  the  Developer,  any
affiliate  of  the Developer or others, on the  Marina  Land  (as
hereinafter defined).  The Developer, CRDA, the Authority and the
<PAGE>

State have determined to effectuate the foregoing portion of  the
financing  for the Project through the issuance by the  Authority
of   the  Bonds  in  the  maximum  initial  issuance  amount   of
$55,000,000, which bonds shall be purchased by Mirage and/or  its
permitted  assignee(s) pursuant to the Road Development Agreement
and  shall  be payable and secured by a donation (the "Donation")
to  be  received by the Casino Reinvestment Development Authority
("CRDA")  from a casino licensee as to which Mirage  is  or  will
become  a  holding  company  under  N.J.S.A.  5:12-26,  alone  or
together  with other casino licensees operating casino hotels  on
the  Marina Land (collectively, the "Donors"), to be made if  and
when  the  Donors become casino licensees, in an amount equal  to
the aggregate principal amount of such bonds, plus the equivalent
of interest thereon at a rate per annum not in excess of the CRDA
Bond Rate (as hereinafter defined) from the purchase date of such
bonds to the date of their repayment, the amount of such Donation
to be applied as a credit against the Donors' respective Atlantic
City  non-housing investment alternative obligations pursuant  to
the  terms of such Donation, the related Donation Agreements  (as
hereinafter defined) and the other documents and agreements to be
executed and delivered in connection therewith.

           (D)   Mirage and the Authority are entering into  this
Agreement  to evidence their agreement to purchase and  sell  the
Bonds  as  aforesaid and to induce each other to proceed  to  the
Closing  (as  defined in the Road Development Agreement)  and  to
take  other  actions  in connection with  the  financing  of  the
Project.

     2.   Definitions.  Capitalized terms used but not defined in
this  Agreement  shall have the meanings given  to  them  in  the
Resolution  (as hereinafter defined).  In addition, for  purposes
of  this  Agreement the following terms shall have  the  meanings
specified below:

     "Act"  means the South Jersey Transportation Authority  Act,
Ch.252,L, 1991, as the same may be amended and supplemented  from
time to time.

      "Agreement" means this Bond Purchase Agreement, as the same
may be amended from time to time.

     "Authority" means the South Jersey Transportation Authority,
a  public  body corporate and politic, with corporate succession,
which   pursuant   to  Section  4  of  the  Act  constitutes   an
instrumentality of the State and in the exercise  of  the  powers
conferred by the Act shall be deemed and held to be performing an
essential governmental function of the State.

     "Authorized  Officer" means any member of the  Authority  or
any  officer or employee of the Authority authorized  to  perform
specific  acts  or  duties  by  the  Authority's  by-laws  or  by
resolution.

                               -2-
<PAGE>       
       
       "Bond  Counsel"  means  any  lawyer  or  firm  of  lawyers
nationally  recognized  in  the field of  municipal  finance  and
satisfactory to the Authority.
     
     "Bondholder"  or "Holder" or "Owner" shall mean  any  person
who  shall  be  the registered owner of any Bond  or  Bonds.   In
addition,  to the extent any payment of principal of or  interest
on  any  Bonds shall have been made from the payments or drawings
made under the Guarantee or any Financing Facility, the issuer of
such  Guarantee or Financing Facility shall be subrogated to  the
rights of the Holders of such Bonds and shall be deemed to  be  a
Bondholder for all purposes of the Resolution.

      "Bonds"  means  the  Authority's Road  Development  Special
Revenue Bonds (Atlantic City/Brigantine Connector Project -  CRDA
H-Tract Revenue Pledge Agreement) in the maximum initial issuance
amount of $55,000,000.

      "Code" means the Internal Revenue Code of 1986, as amended,
or   any  successor  thereof,  and  the  Regulations  promulgated
thereunder  or applicable thereto, as the same may be  in  effect
from  time  to time and applicable to any Bonds issued under  the
Resolution.

     "Conversion Date" means January 1, 2005.

     "Cost" or "Cost of the Project" means all or any part of the
expenses   incurred   in   connection   with   the   acquisition,
construction  and  maintenance  of  any  real  property,   lands,
structures,  real  or  personal property  rights,  rights-of-way,
franchises,  easements, and interests acquired or  used  for  the
Project;  any financing charges and revenues for the  payment  of
principal  or interest on the Bonds; the expenses of engineering,
appraisal,   architectural,  accounting,  financial   and   legal
services;  and other expenses as may be necessary or incident  to
the acquisition, construction and maintenance of the Project, the
financing thereof and the placing of such Project into operation.

      "CRDA"  means Casino Reinvestment Development Authority,  a
public  body  established in, but not of, the Department  of  the
Treasury of the State of New Jersey .
     
       "CRDA  Bond  Rate"  means (i) in the  case  of  Bonds  the
interest  on  which  is, in the opinion of  Bond  Counsel  to  be
delivered simultaneously with the issuance and delivery  of  such
Bonds,  excludable  from  gross income  for  federal  income  tax
purposes pursuant to Section 103 of the Code, the CRDA Tax-Exempt
Rate, and (ii) in all other cases, the CRDA Taxable Rate.
     
     "CRDA  Taxable  Rate"  means, as of any  Delivery  Date,  an
interest  rate  per annum equal to sixty-six and two-thirds  (66-
2/3%)  percent  of  the average rate of Moodys'  A-rated  Utility
Index  for bonds available for purchase during the last 26  weeks
preceding such Delivery Date.
     
                               -3-
<PAGE>     
     
     "CRDA  Tax-Exempt Rate" means, as of any Delivery  Date,  an
interest  rate  per annum equal to sixty-six and two-thirds  (66-
2/3%)  percent  of the average rate of the Bond Buyer  weekly  25
Revenue  Bond Index for bonds available for purchase  during  the
last 26 weeks preceding such Delivery Date.

     "Debt  Service  Fund"  means  the  Fund  so  designated  and
established pursuant to the Resolution.

     "Debt  Service  Requirement" means, with  reference  to  any
Interest  Payment  Date, interest payable on the  Bonds  on  such
Interest Payment Date.
     
     "Delivery  Date" shall mean, with respect to any  Bond,  the
date  on  which  such  Bond is delivered to  the  Purchaser  upon
initial issuance.

     "Developer" means Atlandia Design and Furnishings, Inc.
     
     "Donation"  means the donation or donations to  be  received
from time to time by CRDA from the Donors, in an aggregate amount
equal  to  the  initial issuance amount of the  Bonds,  plus  the
equivalent of interest thereon at a rate per annum equal  to  the
CRDA  Bond Rate from each Delivery Date of the Bonds to the  date
of their repayment.

     "Donation  Agreement"  means  the  agreement  or  agreements
entered  into  or  to  be entered between CRDA  and  each  Donor,
pursuant  to  which each Donor shall agree to make a donation  to
CRDA  as set forth in its Donation Agreement, the amount of  such
donation  to  be  applied  as  a  credit  against  such   Donor's
respective   Atlantic  City  non-housing  investment  alternative
obligations.

     "Donors"  means (i) a casino licensee as to which Mirage  is
or  will  become  a holding company under N.J.S.A.  5:12-26  that
operates  a casino hotel on the Marina Land, and (ii) each  other
casino licensee operating a casino hotel on the Marina Land  that
executes a Donation Agreement with CRDA, in each case if and when
such Donor becomes a casino licensee.
     
     "Escrow  Agreement"  shall mean the  Escrow  Fund  Agreement
entered  into  or to be entered into by and among the  Authority,
the  State, the Developer, and CoreStates Bank, N.A.,  as  Escrow
Agent, as the same may be amended from time to time.
     
     "Financing Facility" means any letter of credit or municipal
bond  insurance policy securing the payment of principal  of  and
interest  on  the Bonds which may be obtained by  Mirage  or  any
other Donor as provided in Section 4(E)(ii) of this Agreement.
     
     "General  Resolution" means the General  Resolution  of  the
Authority  entitled, "Resolution Authorizing  Revenue  Bonds  and
Other  Obligations" adopted December 3rd, 1992 as Resolution  No.
1992-64, as amended and supplemented.

                               -4-
<PAGE>     
     
     "Guarantee"  shall have the meaning given to  such  term  in
Section 4(E)(ii) of this Agreement.
     
     "Interest Payment Date" means the January 1, April 1, July 1
or  October 1 next following the Conversion Date and each January
1, April 1, July 1 and October 1 thereafter.
     
      "Marina Land" shall have the meaning set forth in the  Road
Development Agreement..

     "Mirage"  means  Mirage  Resorts,  Incorporated,  a   Nevada
corporation.

     "Pledge  Agreement" means the Pledge Agreement entered  into
or  to  be  entered by the Authority and CRDA, pursuant to  which
CRDA  shall pledge to the Authority, as security for the  payment
of the principal, premium, if any, and interest on the Bonds, any
and  all  amounts  received  by CRDA  pursuant  to  the  Donation
Agreement.
     
     "Pledged Property" means the Pledge Agreement, the Guarantee
or  any  Financing Facility, if any, the Revenues and all  moneys
and  securities  from time to time on deposit in  the  Funds  and
Accounts established under the Resolution, other than the  Rebate
Fund,  including Investment Securities held in any such  Fund  or
Account  thereunder, together with all proceeds and  revenues  of
the  foregoing  and  all  of  the Authority's  right,  title  and
interest  in  and  to  the  foregoing,  and  all  other   moneys,
securities  or  funds pledged for the payment  of  the  Bonds  in
accordance with the terms and provisions of the Resolution.

      "Prepayment Date" means each January 1, April 1, July 1 and
October 1.

     "Project"  means the traffic infrastructure improvements  to
be constructed in Atlantic City, New Jersey and, upon completion,
to  be accepted, owned, maintained and operated by the Authority,
all  pursuant  to, as provided in and subject to  the  terms  and
conditions of the Road Development Agreement.
     
     "Purchaser" means Mirage.

      "Resolution" means the resolution of the Authority  adopted
on  October  8,  1997 and entitled "RESOLUTION  OF  SOUTH  JERSEY
TRANSPORTATION  AUTHORITY  AUTHORIZING ROAD  DEVELOPMENT  SPECIAL
REVENUE BONDS (Atlantic City/Brigantine Connector Project -  CRDA
H-Tract  Revenue Pledge Agreement), as amended and  supplemented,
authorizing the issuance and sale of the Bonds.
     
     "Revenues"  means  (i)  all receipts, revenues,  income  and
other  moneys  received or receivable by  or  on  behalf  of  the
Authority  or the Trustee pursuant to the Pledge Agreement,  (ii)
all  receipts,  revenues,  income and other  moneys  received  or
receivable  by  or  on  behalf of the Authority  or  the  Trustee
pursuant to the Guarantee or any Financing Facility, if any,  and

                               -5-
<PAGE>

(iii)  all earnings on the investment of moneys in the Funds  and
Accounts  (other  than the "Rebate Fund") established  under  the
Resolution.
     
     "Road  Development  Agreement" means  the  Road  Development
Agreement, dated as of January 10, 1997, among the Authority, the
State  and  Mirage,  and thereafter assigned  by  Mirage  to  the
Developer, as the same has been and may be amended from  time  to
time.
     
     "Series  Certificate"  means a certificate  executed  by  an
Authorized Officer of the Authority making certain determinations
in  connection with the issuance of a Series of Bonds pursuant to
the Resolution providing for, among other items, the issuance  of
such  Series  of Bonds.  Each Series Certificate, upon  execution
and delivery, shall be deemed to be a part of the Resolution.
     
      "State"  means the State of New Jersey, acting through  the
Department of Transportation.

     "Trustee"  means the Trustee appointed or  to  be  appointed
under  the Resolution, and its successor or successors,  and  any
other  corporation  which may at any time be substituted  in  its
place pursuant to the Resolution.

     3.   Agreement to Purchase Bonds; Purchase Price.

           (A)   Purchase  and  Sale  of Bonds;  Purchase  Price.
Subject  to the terms and conditions contained in this Agreement,
the  Purchaser hereby agrees to purchase from the Authority,  and
the  Authority hereby agrees to sell to the Purchaser, the  Bonds
in  the  maximum aggregate initial issuance amount of $55,000,000
at  a  purchase  price,  as to each Bond,  equal  to  the  "Total
Principal  Amount"  thereof as set forth in  such  Bond,  without
discount  or  premium, when and if issued by the Authority.   The
Bonds shall be issued in the form described in the Resolution and
shall be issued pursuant to the Resolution.

            (B)  Closing.  The sale of each Series of  the  Bonds
shall  take place on the applicable Delivery Date at the  offices
of Wolff & Samson, P.A., 5 Becker Farm Road, Roseland, New Jersey
07068  or  at  such  other  location as  the  Authority  and  the
Purchaser shall agree upon.  The Purchaser shall make payment  of
the purchase price for each Series of the Bonds on the applicable
Delivery  Date  of such Series of Bonds in immediately  available
funds  by  wire  transfer to the Trustee for the account  of  the
Authority,   against  delivery  of  one  or   more   Bonds   duly
authenticated by the Trustee having an aggregate "Total Principal
Amount" equal to such purchase price.  Each Series of Bonds shall
be  issued  at such time and in such amount as shall be  provided
for in the Road Development Agreement and the Escrow Agreement.

     
     
                               -6-
<PAGE>     
     
     4.   Details of Bonds.

          (A)  Purpose of Bonds. The Bonds shall be issued in one
or more Series from time to time to pay for Costs of the Project.

           (B)   Denominations, Date, Issue Date, Interest  Rate.
The Bonds shall be issued in denominations such that the Accreted
Value of each such Bond at the expiration of the Accretion Period
shall  be  $100,000 or any integral multiple of $5,000 in  excess
thereof.   During the Accretion Period, interest shall accrue  on
the  Bonds of each Series, commencing on the Delivery Date of the
Bonds  of  such  Series, at the CRDA Bond Rate in effect  on  the
Delivery Date of the Bonds of such Series,  and shall compound at
the  CRDA Bond Rate in effect on the Delivery Date of such Series
on  each Compounding Date.  The Accreted Value of each Bond shall
accrue quarterly on the basis of a year of 360 days consisting of
twelve  30  day  months.   From and after  the  Conversion  Date,
interest  on the  Principal Amount of each Bond shall accrue  and
shall  be payable on each Interest Payment Date, but only to  the
extent  that  moneys are on deposit in the Debt Service  Fund  on
such  Interest Payment Date, and on redemption prior to maturity,
at the CRDA Bond Rate in effect on the Delivery Date of such Bond
(calculated on the basis of a 360 day year consisting  of  twelve
30  day months).  In the event that on any Interest Payment  Date
there shall not be available on deposit in the Debt Service  Fund
an amount sufficient to pay the interest payable on such Interest
Payment Date in full, interest shall accrue on the unpaid portion
of  such interest at the CRDA Bond Rate in effect on the Delivery
Date  of  such  Bond (calculated on the basis of a 360  day  year
consisting of twelve 30 day months) until such unpaid interest is
paid  in  full. Prior to the Conversion Date, each Bond shall  be
dated   the   Delivery  Date  thereof.  Each  Bond   issued   and
authenticated from and after the Conversion Date shall  be  dated
as  of  the  Interest  Payment Date next preceding  the  date  of
authentication  thereof  by  the Trustee,  unless  such  date  of
authentication shall be an Interest Payment Date, in  which  case
such  Bond  shall  be  dated as of such  Interest  Payment  Date;
provided,  however,  that if, as shown  by  the  records  of  the
Trustee, interest on the Bonds shall be in default, Bonds  issued
in  lieu  of  Bonds surrendered for transfer or exchange  may  be
dated  as of the date to which interest has been paid in full  on
the  Bonds  surrendered; provided, further, that if the  date  of
authentication shall be prior to the first Interest Payment  Date
for  the Bonds, each Bond authenticated after the Conversion Date
but  before such first Interest Payment Date shall be  dated  the
Conversion Date.

      If  there  shall  occur a Determination of  Taxability  (as
defined below), the interest rate on the Bonds shall be increased
to  the  CRDA Taxable Rate, retroactive to the effective date  of
such  Determination  of Taxability.  "Event of  Taxability"  with
respect to the Bonds means a change of law or regulations or  the
interpretation  thereof or the occurrence of any other  event  or
the  existence  of  any  other  circumstance  (including  without
limitation the fact that any representations or warranties of the
Authority made in connection with the issuance of the Bonds is or

                               -7-
<PAGE>

was  untrue) which has the effect of causing interest payable  on
the  Bonds  to  be or become subject to federal income  taxation.
"Determination of Taxability" with respect to Bonds the  interest
on  which  is,  in  the opinion of Bond Counsel to  be  delivered
simultaneously  with  the issuance and delivery  of  such  Bonds,
excludable  from  gross income for federal  income  tax  purposes
pursuant to Section 103 of the Code shall be deemed to have  been
made upon the first to occur of the following events:

          (i)  the date on which the Authority determines that an
     Event  of Taxability has occurred by filing with the Trustee
     a  statement  to that effect supported by one  or  more  tax
     schedules, returns or documents which disclose that such  an
     Event of Taxability has occurred;

           (ii) the date on which the Authority or the Trustee is
     advised  by  private ruling, technical advice or  any  other
     written  communication from any authorized official  of  the
     Internal Revenue Service that, based upon any filings of the
     Authority or any other person or entity, or upon any  review
     or  audit of the Authority or any other person or entity, or
     upon  any  other grounds whatsoever, an Event of  Taxability
     has occurred;

           (iii)      the  date  on  which  the  Trustee  or  the
     Authority  is advised that a court of competent jurisdiction
     has  issued an order, declaration, ruling or judgment to the
     effect that an Event of Taxability has occurred;

           (iv)  the date the Trustee shall have received written
     notice  from any Bondholder that it has received  a  written
     assertion  or  claim  by  any  authorized  official  of  the
     Internal  Revenue  Service that an Event of  Taxability  has
     occurred; or

           (v)   the date the Trustee shall have received written
     notice   of  any  change  in  law  or  regulations  or   the
     interpretation  thereof, or is notified  that  the  Internal
     Revenue  Service  has issued any private  ruling,  technical
     advice  or any other written communication, with or  to  the
     effect  that  an  Event of Taxability has occurred  and,  in
     either  case,  receives  a  written  opinion  of  nationally
     recognized bond counsel satisfactory to the Trustee that  an
     Event of Taxability has occurred;

provided that no Determination of Taxability described in  clause
(i)  shall  be  deemed to have occurred unless the Trustee  shall
have  received  a  written opinion of nationally recognized  bond
counsel  satisfactory  to  the Trustee,  in  form  and  substance
satisfactory  to  the Trustee, to the effect  that  an  Event  of
Taxability has occurred, and provided further that if there shall
occur  a  Determination of Taxability described in clauses  (ii),
(iii), (iv) and (v), the Authority shall have the right, but  not
the  obligation,  to contest, at its own cost and  expense,  such
determination by appropriate proceedings, either through its  own

                               -8-
<PAGE>

action (if permitted by law) or by or on behalf of the Trustee or
any  Bondholder,  and,  in the event of  any  such  contest,  the
interest rate on the Bonds shall not increase to the CRDA Taxable
Rate  unless and until such contest has been determined adversely
to  the Authority by a final order of any administrative body  or
court  from  which no appeal or review of right may be  taken  or
obtained  by  the  Authority (whether by the lapse  of  time  for
taking  such  appeal or applying for such review  or  otherwise);
provided,  however, that if such Determination of  Taxability  is
retroactive, the interest on the Bonds shall increase to the CRDA
Taxable  Rate  as of the effective date of such Determination  of
Taxability.  The Trustee and the Bondholders shall cooperate with
the  Authority  in  good faith in pursuing  any  contest  of  any
Determination of Taxability without expense or liability  to  the
Trustee or any Bondholder.

          (C)  Maximum Term.  Forty (40) years.
     
          (D)  Redemption Provisions.

               (i)  Mandatory Sinking Fund Redemption.  The Bonds
will be subject to quarterly mandatory sinking fund redemption on
each  Prepayment Date, pro rata, at a redemption price  equal  to
the  principal  amount  thereof, without  premium,  plus  accrued
interest  to  the redemption date, to the extent  the  amount  on
deposit  in  the  Debt Service Fund on the immediately  preceding
December 1, March 1, June 1 or September 1, as the case  may  be,
exceeds   the  Debt  Service  Requirement  coming  due  on   such
Prepayment  Date. If so directed by the Authority,  on  the  date
specified  by the Authority, which date shall be at least  thirty
days  prior to the next Prepayment Date, the Trustee shall  apply
any  amount on deposit in the Debt Service Fund in excess of  the
Debt  Service Requirement coming due on such Prepayment  Date  to
the  purchase  of  Bonds at prices not exceeding the  outstanding
Principal Amount of such Bonds plus accrued interest, if any, and
such  purchases  shall  be made by the  Trustee  as  directed  in
writing from time to time by the Authority.

                (ii)  Optional  Redemption.  The  Bonds  will  be
subject to redemption at the option of the Authority, in whole at
any  time or in part pro rata on any Interest Payment Date, at  a
redemption  price equal to the Principal Amount thereof,  without
premium, plus accrued interest to the redemption date.

           (E)  Security for the Bonds.  (i)  The Bonds shall  be
special,  limited,  obligations of the Authority  payable  solely
from  the Pledged Property. THE BONDS SHALL NOT BE IN ANY  WAY  A
DEBT  OR  LIABILITY OF THE STATE OR OF ANY POLITICAL  SUBDIVISION
THEREOF, INCLUDING CRDA, OTHER THAN THE AUTHORITY (TO THE LIMITED
EXTENT  SET  FORTH THEREIN AND IN THE RESOLUTION) AND  SHALL  NOT
CREATE OR CONSTITUTE ANY INDEBTEDNESS, LIABILITY OR OBLIGATION OF
THE  STATE  OR  OF  ANY POLITICAL SUBDIVISION THEREOF,  INCLUDING
CRDA,  OTHER THAN THE AUTHORITY (TO THE LIMITED EXTENT SET  FORTH
THEREIN  AND IN THE RESOLUTION) OR BE OR CONSTITUTE A  PLEDGE  OF
THE FAITH AND CREDIT OF THE STATE OR OF ANY POLITICAL SUBDIVISION

                               -9-
<PAGE>

THEREOF,  INCLUDING CRDA.  NEITHER THE STATE  NOR  ANY  POLITICAL
SUBDIVISION  THEREOF, INCLUDING CRDA,  OTHER THAN  THE  AUTHORITY
(TO  THE  LIMITED EXTENT SET FORTH THEREIN AND IN THE RESOLUTION)
WILL BE OBLIGATED TO PAY THE PRINCIPAL OR REDEMPTION PRICE OF  OR
INTEREST  ON THE BONDS AND NEITHER THE FAITH AND CREDIT  NOR  THE
TAXING  POWER  OF THE STATE OR ANY POLITICAL SUBDIVISION  THEREOF
WILL  BE  PLEDGED TO THE PAYMENT OF THE PRINCIPAL  OR  REDEMPTION
PRICE  OF  OR INTEREST ON THE BONDS.  THE BONDS WILL BE  SPECIAL,
LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY OUT  OF  THE
REVENUES  OR  OTHER RECEIPTS, FUNDS OR MONEYS  OF  THE  AUTHORITY
PLEDGED  UNDER  THE  RESOLUTION AND FROM  ANY  AMOUNTS  OTHERWISE
AVAILABLE UNDER THE RESOLUTION FOR THE PAYMENT OF THE BONDS.  THE
BONDS  SHALL NEVER CONSTITUTE A CHARGE AGAINST THE GENERAL CREDIT
OR  GENERAL  REVENUES  OF THE AUTHORITY.  THE  AUTHORITY  HAS  NO
TAXING POWER.

      THE  PURCHASER,  BY  ITS EXECUTION OF  THIS  AGREEMENT  AND
PURCHASE  OF  THE BONDS, SHALL BE DEEMED TO AGREE AND ACKNOWLEDGE
THAT  THE  PAYMENTS TO BE MADE BY CRDA UNDER THE PLEDGE AGREEMENT
AND  THE  COLLECTION OF RECEIPTS TO MAKE SUCH PAYMENTS CANNOT  BE
ACCELERATED FOR ANY REASON, AND THE AMOUNT OF RECEIPTS CANNOT  BE
INCREASED TO ACCOMODATE  SCHEDULED PAYMENTS ON THE BONDS  OR  FOR
ANY  REASON.  ACCORDINGLY, THE OBLIGATION OF THE AUTHORITY TO PAY
THE PRINCIPAL OR REDEMPTION PRICE OF AND INTEREST ON THE BONDS ON
EACH INTEREST PAYMENT DATE, PREPAYMENT DATE AND AT MATURITY SHALL
BE  LIMITED TO THE AMOUNTS ON DEPOSIT IN THE DEBT SERVICE FUND ON
SUCH  INTEREST PAYMENT DATE, PREPAYMENT DATE OR AT  MATURITY,  AS
THE CASE MAY BE.

                (ii) Upon any sale of Bonds then held by a Donor,
such  Donor shall have the right in its sole discretion, but  not
the  obligation, to deliver to the Trustee for the benefit of the
Bondholders,  a  guarantee of the payment of  the  principal  of,
premium,  if  any,   and interest on the Bonds executed  by  such
Donor  and/or  any of its affiliates (the "Guarantee")  and/or  a
Financing Facility, provided that such Donor shall first  deliver
to  the  Trustee  an  opinion of Bond Counsel  stating  that  the
execution  and  delivery of such Guarantee or Financing  Facility
shall  not  adversely affect the exclusion from gross  income  of
interest  on  the  Bonds for Federal income  tax  purposes.   Any
Guarantee  or  Financing Facility executed and delivered  to  the
Trustee shall immediately become a part of the Pledged Property.

                (iii)      Nothing  contained in  this  Agreement
shall  be deemed a limitation upon the authority of the Authority
to  issue bonds, notes or other obligations under the Act secured
by    other   income   and   funds   other   than   the   Pledged
Property.   Without  limiting the generality of  the  immediately
preceding sentence, Holders of the Bonds shall have no  right  or
claim  on any of the revenues or other assets held by the trustee
under  the  General  Resolution  or  any  Special  Project   Bond
Resolution  or pledged thereunder or be entitled to  any  of  the
benefits  of the General  Resolution or any Special Project  Bond
Resolution.

                              -10-
<PAGE>           
           
           (F)   Tax Exemption.  Interest on each Series of Bonds
shall,   in   the  opinion  of  Bond  Counsel  to  be   delivered
simultaneously with the issuance and delivery of such  Bonds,  be
excludable  from  gross income for federal  income  tax  purposes
pursuant to Section 103 of the Code.

      5.    Escrow Agreement.  Mirage is simultaneously  herewith
entering into the Escrow Agreement and depositing with the Escrow
Agent $110,000,000 to be held and applied as provided therein.

      6.    Initial Issuance of Bonds.  The Authority shall,  not
later  than five (5) business days after the date hereof, appoint
a Trustee for the Bonds and cause its bond counsel to prepare and
furnish  to  the  Purchaser  a form of Tax  Regulatory  Agreement
setting  forth  the  representations and procedures  required  in
order  for bond counsel to render its opinion as to the exclusion
from gross income of interest on the Bonds for federal income tax
purposes.

      7.    Representations and Warranties of the Purchaser.   By
its commitment to purchase of the Bonds, the Purchaser represents
and warrants to the Authority that:

          (A)  The Purchaser has such knowledge and experience in
financial and business matters as to be capable of evaluating the
merits  and risks of investments of the general character of  the
Bonds.   The Purchaser has made an independent investigation  and
evaluation  of the Project, or has caused such investigation  and
evaluation to be made by persons it deems competent to do so. The
Purchaser  hereby  expressly waives  the  right  to  receive  any
information pertaining to the Project, the State or CRDA from the
Authority,  the  State or CRDA  and relieves the  Authority,  the
State and CRDA and their agents, representatives and attorneys of
any liability for failure to provide such information.

            (B)   This  Agreement  has  been  duly  executed  and
delivered  by the Purchaser and constitutes a valid  and  binding
agreement  of the Purchaser, enforceable in accordance  with  its
terms,   except  as  enforcement  thereof  may  be   limited   by
bankruptcy,  insolvency  or similar laws of  general  application
affecting  the  rights  of creditors and by  the  application  of
general equity principles.

          (C)  The Purchaser has not offered or sold and will not
offer  or  sell  the  Bonds  by means  of  any  form  of  general
advertising  or  solicitation.  The Purchaser is  purchasing  the
Bonds  for its own account for investment and not with a view  to
the  distribution or resale thereof, provided that the  Purchaser
reserves  the  right to dispose of the Bonds in  compliance  with
federal and state securities laws, if in the future it is  deemed
desirable by the Purchaser to do so.

     8.   Expenses.  Costs of issuance of the Bonds shall be paid
for as set forth in the Road Development Agreement.

                              -11-
<PAGE>     
     
     9.   Conditions Precedent.  The  Purchaser's  obligation  to
purchase  each  Series  of Bonds under this  Agreement  shall  be
subject  to the continued satisfaction on each Delivery  Date  of
the  following  conditions,  unless  waived  in  writing  by  the
Purchaser:

           (A)   The  Road Development Agreement and  the  Escrow
Agreement  and the funding obligations of the Purchaser  and  the
Authority,  respectively, thereunder shall be in full  force  and
effect.

          (B)  The Purchaser and CRDA shall have entered into the
Donation Agreement, and the Donation Agreement shall be  in  full
force and effect.

          (C)  The Authority and CRDA shall have entered into the
Pledge Agreement, and the Pledge Agreement shall be in full force
and  effect,  and the Purchaser shall have received  a  certified
copy of the Pledge Agreement.

          (D)  All of the conditions precedent to the issuance of
the Bonds set forth in the Resolution shall have been satisfied.

           (E)   The  Resolution shall not have been  amended  or
supplemented without the consent of the Purchaser.

           (F)   There  shall be delivered an  opinion  of   bond
counsel to the Authority, addressed to the Trustee, CRDA and  the
Purchaser, substantially in the form annexed hereto as Exhibit A.

     10.  No Oral Change; Assignment.

          (A)  This Agreement may not be changed orally, but only
by  an agreement in writing and signed by the party against  whom
enforcement  of any waiver, change, modification or discharge  is
sought.

           (B)   The  Authority may not assign any of its  rights
under this Agreement without the prior express written consent of
the  Purchaser.  The Purchaser shall have the right to assign its
obligation  under  this Agreement in whole  or  in  part  to  any
affiliate  or subsidiary of the Purchaser or to any other  casino
licensee  operating a casino hotel on the Marina  Land,  provided
such assignee shall enter into a Donation Agreement with CRDA.

      11.   Notices.   Whenever notice is required  to  be  given
pursuant  to the provisions of this Agreement, such notice  shall
be  in writing and shall be deemed given when mailed by certified
mail,  return  receipt  requested (A) if  to  the  Authority,  at
Milepost  21.3,  Farley Service Plaza, Atlantic City  Expressway,
Elwood,  New Jersey  08217; or (B) if to the Purchaser,  at  3400
Las  Vegas  Blvd.  So.,  Las  Vegas,  Nevada   89109,  Attention:
General Counsel with a copy to Warshaw Burstein Cohen Schlesinger
&  Kuh,  LLP,  555  Fifth  Avenue,  New  York,  New  York  10017,
Attention: Stanley Schlesinger, Esq.

                              -12-
<PAGE>      
      
      12.   Law Governing.  This Agreement shall be construed  in
accordance with and governed by the laws of the State.

      13.   Headings. The headings of the paragraphs and subpara-
graphs  of this Agreement are inserted for convenience  only  and
shall not be deemed to constitute a part of this Agreement.

      14.  Counterparts. This Agreement may be executed simultan-
eously in counterparts, by manual or facsimile signatures each of
which counterparts shall be deemed an original, and it shall  not
be  necessary  in making proof of this Agreement  to  produce  or
account for more than one such counterpart.

       15.   Limitation  of  Liability  of  the  Authority.   The
Authority's  obligations hereunder are subject to the performance
by the Purchaser of its obligations hereunder, and there shall be
no  recourse  against the Authority (other  than  an  action  for
specific  performance to compel the Authority to issue  and  sell
the  Bonds as provided herein), the officers, members, agents and
employees  of the Authority, as such, or any of the property  now
or hereafter owned by it or them.

      16.  Other Agreements.  Nothing contained in this Agreement
shall  be  deemed to limit the rights or remedies, at law  or  in
equity, or reduce the obligations, of any party hereto, under any
other agreement or instrument (including, without limitation, the
Road Development Agreement or the Escrow Agreement) to which  the
parties hereto, or either of them, may be a party.

                              -13-
<PAGE>      
      
      IN  WITNESS  WHEREOF, the Purchaser and the Authority  have
executed  this  Bond Purchase Agreement as of the  day  and  year
first above written.


                              MIRAGE RESORTS, INCORPORATED



                              By:  /s/ BRUCE A. LEVIN
                                 --------------------------------  
                                   Name:   BRUCE A. LEVIN
                                   Title:  VICE PRESIDENT


                              SOUTH JERSEY TRANSPORTATION
                                 AUTHORITY



                              By:  /s/ JAMES A. CRAWFORD
                                 --------------------------------  
                                   Name:  JAMES A. CRAWFORD
                                   Title: EXECUTIVE DIRECTOR