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 June 30, 1998

                                    OR

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

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

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

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

         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, 179,734,592 shares outstanding as of August 12, 1998.


<PAGE>
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The  unaudited condensed consolidated financial information as of June  30,
1998 and for the three-month and six-month periods ended June 30, 1998  and
1997  included  in  this  report  was  reviewed  by  Arthur  Andersen  LLP,
independent   public  accountants,  in  accordance  with  the  professional
standards  and  procedures established for such  reviews  by  the  American
Institute of Certified Public Accountants.


<PAGE>
              REVIEW REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
              -----------------------------------------------

To the Directors and Stockholders
of Mirage Resorts, Incorporated


We  have reviewed the accompanying condensed consolidated balance sheet  of
Mirage  Resorts, Incorporated (a Nevada corporation) and subsidiaries  (the
"Company")  as  of  June  30, 1998, and the related condensed  consolidated
statements  of income for the three-month and six-month periods ended  June
30, 1998 and 1997 and the related condensed consolidated statements of cash
flows  for  the  six-month periods ended June 30, 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
August 13, 1998

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

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

Current assets
  Cash and cash equivalents                               $  145,831          $   99,337
  Receivables, net of allowance for doubtful
    accounts of $46,209 and $42,477                           65,805             101,635
  Inventories                                                 29,474              29,179
  Prepaid expenses and other                                 119,904              70,771
----------------------------------------------------------------------------------------
               Total current assets                          361,014             300,922
Property and equipment, net of accumulated
  depreciation of $675,634 and $633,563                    1,556,154           1,455,125
Construction in progress                                   1,665,050           1,261,084
Other assets, net                                            313,520             330,219
----------------------------------------------------------------------------------------
                                                          $3,895,738          $3,347,350
========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                        $  116,366          $  151,993
  Accrued expenses                                           120,626             104,467
  Current maturities of long-term debt                         1,554                 927
----------------------------------------------------------------------------------------
               Total current liabilities                     238,546             257,387
  Long-term debt, net of current maturities                1,862,843           1,396,728
  Other liabilities, including deferred income 
    taxes of $194,204 and $167,415                           207,912             180,751
----------------------------------------------------------------------------------------
               Total liabilities                           2,309,301           1,834,866
----------------------------------------------------------------------------------------

Commitments and contingencies

Stockholders' equity
  Common stock: 179,590 and 179,422 shares outstanding           940                 940
  Additional paid-in capital                                 735,975             734,547
  Retained earnings                                        1,135,491           1,063,793
  Treasury stock, at cost: 55,558 and 55,726 shares         (285,969)           (286,796)
----------------------------------------------------------------------------------------
               Total stockholders' equity                  1,586,437           1,512,484
----------------------------------------------------------------------------------------
                                                          $3,895,738          $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             Six Months
                                            --------------------    --------------------
For the periods ended June 30                 1998        1997        1998        1997
----------------------------------------------------------------------------------------
(In thousands, except per share amounts)
<S>                                         <C>         <C>         <C>         <C>
Gross revenues                              $354,157    $373,757    $732,089    $768,156
Less - promotional allowances                (31,222)    (29,396)    (66,550)    (61,756)
----------------------------------------------------------------------------------------
                                             322,935     344,361     665,539     706,400
----------------------------------------------------------------------------------------
Costs and expenses
  Casino-hotel operations                    198,818     198,847     404,573     401,765
  General and administrative                  39,474      39,956      79,346      78,372
  Depreciation and amortization               22,472      22,018      45,056      43,374
  Corporate expense                            9,607       6,703      18,092      15,315
----------------------------------------------------------------------------------------
                                             270,371     267,524     547,067     538,826
----------------------------------------------------------------------------------------
Operating income                              52,564      76,837     118,472     167,574
----------------------------------------------------------------------------------------
Other income (expense)
  Interest cost                              (29,076)    (14,477)    (58,243)    (27,203)
  Interest capitalized                        25,803      11,934      49,628      21,499
  Other, including interest income             3,703       1,364       8,560       1,508
----------------------------------------------------------------------------------------
                                                 430      (1,179)        (55)     (4,196)
----------------------------------------------------------------------------------------
Income before income taxes and
  extraordinary item                          52,994      75,658     118,417     163,378
Provision for income taxes                    19,375      26,757      43,198      57,788
----------------------------------------------------------------------------------------
Income before extraordinary item              33,619      48,901      75,219     105,590
Extraordinary item - loss on early
  retirement of debt, net of applicable
  income tax benefit                               -           -      (3,521)     (2,225)
----------------------------------------------------------------------------------------
Net income                                  $ 33,619    $ 48,901    $ 71,698    $103,365
========================================================================================
Income per share before extraordinary item
  Basic                                     $   0.19    $   0.27    $   0.42    $   0.59
  Diluted                                       0.18        0.25        0.39        0.55
Net income per share
  Basic                                     $   0.19    $   0.27    $   0.40    $   0.58
  Diluted                                       0.18        0.25        0.37        0.54
----------------------------------------------------------------------------------------
Weighted-average common shares outstanding
  (used in the computation of basic 
   earnings per share)                       179,541     178,668     179,492     178,561
Effect of common stock options under the
  treasury stock method                       12,464      13,102      12,867      13,312
----------------------------------------------------------------------------------------
Weighted-average common and common
  equivalent shares (used in the computation
  of diluted earnings per share)             192,005     191,770     192,359     191,873
========================================================================================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

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

CONDENSED CONSOLIDATED                                                 MIRAGE RESORTS, INCORPORATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
---------------------------------------------------------------------------------------------------
Six months ended June 30                                                         1998          1997
---------------------------------------------------------------------------------------------------
(In thousands)
<S>                                                                         <C>           <C>
Cash flows from operating activities
  Net income                                                                $  71,698     $ 103,365
  Adjustments to reconcile net income to net cash provided by
     operating activities                                               
        Provision for losses on receivables                                    10,403         7,284
        Depreciation and amortization of property and equipment,
          including amounts reported as corporate expense                      51,390        47,312
        Earnings in excess of distributions from Monte Carlo                   (5,286)      (16,160)
        Amortization of debt discount and issuance costs                        3,708         7,289
        Loss on early retirement of debt                                        5,418         3,422
        Other adjustments                                                       2,744        (5,563)
        Changes in components of working capital pertaining to
          operating activities, net of effect of Boardwalk acquisition
            Decrease in receivables and other current assets                   17,776         4,681
            Decrease in trade accounts payable and accrued expenses           (27,009)      (43,962)
---------------------------------------------------------------------------------------------------
                  Net cash provided by operating activities                   130,842       107,668
---------------------------------------------------------------------------------------------------

Cash flows from investing activities
  Preopening costs                                                            (29,064)       (8,100)
  Capital expenditures                                                       (489,166)     (461,402)
  Proceeds from sales of property and equipment                                58,624         3,863
  Acquisition of Boardwalk, net of cash acquired                              (55,562)            -
  Other investing activities                                                  (25,555)       11,455
---------------------------------------------------------------------------------------------------
                  Net cash used for investing activities                     (540,723)     (454,184)
---------------------------------------------------------------------------------------------------

Cash flows from financing activities
  Net bank credit facility and commercial paper borrowings                    301,231       348,915
  Issuance of long-term debt                                                  394,728             -
  Retirement of long-term debt                                               (237,110)            -
  Other financing activities                                                   (2,474)        3,961
---------------------------------------------------------------------------------------------------
                  Net cash provided by financing activities                   456,375       352,876
---------------------------------------------------------------------------------------------------

Cash and cash equivalents
  Increase for the period                                                      46,494         6,360
  Balance, beginning of period                                                 99,337        81,908
---------------------------------------------------------------------------------------------------
  Balance, end of period                                                    $ 145,831     $  88,268
===================================================================================================
</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.   Additionally,  as  discussed  below,  on June 30,  1998, the
Company  acquired the Holiday Inn  -Registered Trademark-  Casino Boardwalk
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  October 15,  1998  and Beau
Rivage is expected to open in February 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 periods are not  necessarily indicative of expected results for the
full year.

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

NOTE 2 - ACQUISITION OF BOARDWALK CASINO, INC.

On June 30, 1998, the Company, through a wholly owned subsidiary, completed
the acquisition of Boardwalk Casino, Inc. ("Boardwalk") and certain related
assets for  a  total price    of   approximately   $112.0  million in cash.
Approximately $51.9 million of this amount was expended in 1997.

Boardwalk  owns and operates the Holiday Inn -Registered Trademark-  Casino
Boardwalk located  on  the Las Vegas  Strip between and contiguous to Monte
Carlo  and  Bellagio.    The facility includes  653 hotel rooms and  33,000
square  feet  of  casino  space.   The Boardwalk acquisition, combined with
previously acquired  adjacent land, provides the Company with approximately
40  acres  with 817  feet of  frontage on the Las Vegas Strip for potential
future development.

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

NOTE 3 - LONG-TERM DEBT

ISSUANCE.    On  February  4, 1998,  the Company  received  net proceeds of
approximately $394.7 million (after  deducting original  issue discount and
debt issuance costs)  from  the  issuance  of $200 million principal amount
of 6 5/8%  notes  due February 1, 2005 and $200 million principal amount of
6 3/4%  notes  due February 1, 2008.  The notes  were  issued pursuant to a
"shelf" registration statement  filed  with  the  Securities  and  Exchange
Commission in  October  1997 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>
<TABLE>
<CAPTION>
ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
         RESULTS OF OPERATIONS

COMPARISON OF OPERATING RESULTS FOR THE THREE-MONTH PERIODS ENDED JUNE 30, 1998
AND 1997

FINANCIAL HIGHLIGHTS

Three months ended June 30                                    1998         1997
-------------------------------------------------------------------------------
(Dollars in thousands, except per share and room rate amounts)
<S>                                                       <C>          <C>
Gross revenues
  The Mirage                                              $181,618     $202,159
  Treasure Island                                          100,604       97,890
  Golden Nugget                                             50,397       49,801
  Golden Nugget-Laughlin                                    14,191       15,155
-------------------------------------------------------------------------------
                                                           346,810      365,005
  Equity in earnings of Monte Carlo                          7,347        8,752
-------------------------------------------------------------------------------
                                                          $354,157     $373,757
-------------------------------------------------------------------------------
Net revenues
  The Mirage                                              $163,812     $185,750
  Treasure Island                                           93,268       90,999
  Golden Nugget                                             45,992       45,372
  Golden Nugget-Laughlin                                    12,516       13,488
-------------------------------------------------------------------------------
                                                           315,588      335,609
  Equity in earnings of Monte Carlo                          7,347        8,752
-------------------------------------------------------------------------------
                                                          $322,935     $344,361
-------------------------------------------------------------------------------
Operating profit
  The Mirage                                              $ 28,529     $ 47,116
  Treasure Island                                           18,677       19,670
  Golden Nugget                                              6,876        6,545
  Golden Nugget-Laughlin                                       742        1,457
-------------------------------------------------------------------------------
                                                            54,824       74,788
  Equity in earnings of Monte Carlo                          7,347        8,752
  Corporate expense                                         (9,607)      (6,703)
-------------------------------------------------------------------------------
                                                          $ 52,564     $ 76,837
-------------------------------------------------------------------------------
Operating margin (operating profit/net revenues)
  The Mirage                                                 17.4%        25.4%
  Treasure Island                                            20.0%        21.6%
  Golden Nugget                                              15.0%        14.4%
  Golden Nugget-Laughlin                                      5.9%        10.8%
  Company-wide (before Monte Carlo and corporate expense)    17.4%        22.3%
-------------------------------------------------------------------------------
Net income                                                $ 33,619     $ 48,901
Net income per share
  Basic                                                   $   0.19     $   0.27
  Diluted                                                 $   0.18     $   0.25
-------------------------------------------------------------------------------
Other information (excluding Monte Carlo)
  Company-wide table games win percentage                    16.8%        20.1%
  Company-wide occupancy of standard guest rooms             99.3%        99.0%
  Average standard guest room rate(a)                     $     92     $     95
-------------------------------------------------------------------------------
(a)  Cash rate (i.e., excluding complimentary accommodations) at the  Company's
     Las Vegas hotels.
</TABLE>
                                      -8-
<PAGE>
The  Company  reported 1998 second quarter net income of $33.6 million,  or
$0.18 per share, versus $48.9 million, or $0.25 per share, achieved in  the
second  quarter of 1997.  Earnings during the recent quarter were  affected
by  a  lower-than-historical table games win percentage, a decline  in  the
level  of  baccarat play and higher staffing and training costs  associated
with the Bellagio and Beau Rivage projects. Earnings during the 1998 second
quarter were also impacted by fewer performances by Siegfried & Roy due  to
a  temporary injury sustained by one of the principal performers.  The show
resumed  its  normal  schedule in late June.   Partially  offsetting  these
factors, the Company recorded a pre-tax gain of approximately $5.2  million
during  the 1998 second quarter in connection with the sale of 16 acres  of
land  to  the owner of the upscale retail mall adjacent to The  Mirage  and
Treasure  Island.   The land was previously used for off-site  parking  for
employees of both hotel-casinos.   To facilitate the land sale, the Company
completed construction in March of an 1,800-space employee  parking  garage
directly  behind  The Mirage and Treasure Island.  The owner  of  the  mall
intends to use the acquired land for a significant expansion project, which
should prove beneficial to both The Mirage and Treasure Island.

The  Company's table games win percentage was 16.8% during the 1998  second
quarter,  versus  20.1% in the prior-year period. By  comparison,  the  win
percentage  over the past three calendar years averaged 20.3%.   Management
estimates  that  a 3.5-percentage point differential in the  quarterly  win
percentage  translates to approximately $0.04 to $0.05 of  net  income  per
share.   The win percentage can be affected by luck, changes in the mix  of
table  games played and changes in the manner in which customers  play  the
games.

The  difficulties  being  experienced by the  economies  of  certain  Asian
countries  is  having  an  impact on the Company's  international  baccarat
business.   The  level  of  baccarat play during the  1998  second  quarter
declined  by 13% from the prior-year  period.    The  decline  in  baccarat
activity  during   the  quarter,  assuming  a  normal  win  percentage  and
appropriate profit margin, equates to approximately $0.01 of net income per
share.   The  other  components  of  the  Company's  casino  activity  have
generally equaled or  exceeded  historical levels.   During the 1998 second
quarter,  the  level  of  play  and  win  percentage at the Company's other
table games increased over the prior-year period,  resulting in a 4% growth
in  related revenues.   Company-wide  slot revenues also increased slightly
over the 1997 second quarter.

The  Bellagio  and  Beau  Rivage  projects remain  on  schedule  for  their
respective   October  15,  1998   and  February  1999   openings.     These
spectacular new resorts, by most measures, will nearly double the  size  of
the   Company.   In  total,  the  Company's  staffing  will  increase  from
approximately  17,000 employees to 30,000 employees over the  next  several
months.   Many  of  the positions for Bellagio and Beau  Rivage  are  being
filled  through  promotion  or  transfer of employees  from  the  Company's
existing  resorts.   To ensure a smooth transition, the  Company  has  been
hiring and training replacement employees.  Management estimates the higher

                                 -9-
<PAGE>
staffing  levels  and  additional  training  costs  reduced  the  Company's
earnings  by approximately $0.01 per share during the 1998 second  quarter,
and will most likely have a similar or greater impact in the third quarter.

Occupancy of the Company's standard guest rooms increased slightly over the
1997  second  quarter (99.3% versus 99.0%) and the average  daily  standard
room rate at its Las Vegas  hotels declined by 3%.  There was a significant
increase in  Las  Vegas  room  inventory  during 1996 and 1997, principally
on  the  Strip,  and this has resulted in a decline in city-wide  occupancy
and average  room  rates.   Management  anticipates  continued pressure  on
hotel occupancy and room rates during 1998.   The Company's hotel occupancy
and average room rates have generally  outperformed the Strip averages, and
this continued to be the case in the second quarter.

The  Mirage  was  particularly impacted  by the  lower table games win per-
centage and the decline in baccarat  activity, accounting  for  most of the
decrease  in the  resort's  1998  second  quarter  revenues  and  operating
income.  Excluding baccarat,  The  Mirage's  table games revenues increased
by 3% over the 1997 second quarter.   Slot revenues were  essentially flat.
The Mirage's net non-casino revenues  were down  by $4.3  million,  or  5%,
versus  the  1997  second  quarter.    Entertainment revenues  declined  by
$4.2  million, or 30%,  primarily  reflecting  the decrease  in  the number
of performances by  Siegfried &  Roy.   The  average occupancy rate for The
Mirage's standard guest rooms was nearly 100% during both  second quarters,
with only a 2%  decline in  the 1998  quarter's average  daily  rate.   The
Mirage's 50% share of the land sale gain discussed above added $2.6 million
to  the  resort's revenues  and operating income  during the quarter.   The
higher staffing levels and additional training  costs discussed  previously
occurred predominantly at The Mirage,  contributing to  the  8.0-percentage
point  decrease in its operating margin.   The  Company's  other properties
are  also being  affected by  these additional  staffing  efforts, but to a
lesser degree.

The  remaining  50% of the land sale gain was recorded by Treasure  Island.
Excluding  such amount, operating revenues at the resort were substantially
equal  to those of the prior-year second quarter.   Slot revenues increased
by  5%,  offsetting a 4% decline in table games revenues  caused  by  lower
baccarat  activity  and a decline in the win percentage.   Similar  to  The
Mirage,  Treasure Island's standard guest rooms were nearly  100%  occupied
during  both second quarters.  The average daily room rate during the  1998
second  quarter, however, was 4% lower than in the prior-year period.   Net
revenues  for  the  Cirque du Soleil production grew by 7%,  outweighing  a
combined 2% decline in Treasure Island's other net non-casino revenues.

The Golden Nugget in downtown Las Vegas achieved a 5% increase in operating
income  versus  the  1997  second   quarter,  despite   competitive  market
conditions. The Company's small Golden Nugget-Laughlin facility experienced
a decline in its revenues and profitability, principally due to competition
from  Indian  casinos  in  Arizona  and  Indian  casinos  operating largely
illegally in Southern California.

Monte Carlo achieved gross revenues of $67.6 million during the 1998 second
quarter, exceeding any quarter since 1996.  Promotional and other operating
expenses at the resort also increased, resulting in a $3.1 million, or 16%,
decline  in operating income.  Prior to the 1998 second quarter, the  joint
venture  was using Monte Carlo's operating cash flow principally to  reduce
its  total debt.  At June 30, 1998, outstanding debt totaled $92.6 million,
versus  $141.2  million at June 30, 1997.  As a result, interest  cost  was
substantially  lower  during the 1998 second quarter, partially  offsetting
the decline in operating income.   During  the 1998  second quarter,  Monte
Carlo achieved a favorable  pricing tier  under its  bank credit agreement.

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

The  increase  in  interest cost and interest capitalized during  the  1998
second  quarter  primarily  reflects the Company's  growing  investment  in
Bellagio and Beau Rivage.  The category "Other, including interest  income"
increased  by  $2.3  million over the 1997 second quarter.   In  the  third
quarter  of  1997, the Company purchased certain of Boardwalk's  previously
issued  debt securities as part of the acquisition.  As a result,  interest
was  earned  on  the  securities  until Boardwalk  became  a  wholly  owned
subsidiary  of the Company on June 30.   At that date,  the note  became an
intercompany note and Boardwalk's  income  thereafter is  included  in  the
Company's consolidated income.  The 1998 quarter also includes the earnings
on an escrow account established by the Company in October 1997 to fund its
portion  of the  cost of  certain road improvements in  the  Marina area of
Atlantic City, New Jersey.

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

FINANCIAL HIGHLIGHTS

Six months ended June 30                                      1998        1997
------------------------------------------------------------------------------
(Dollars in thousands, except per share and room rate amounts)
<S>                                                       <C>         <C>
Gross revenues
  The Mirage                                              $384,622    $419,161
  Treasure Island                                          201,172     199,204
  Golden Nugget                                            101,716     102,578
  Golden Nugget-Laughlin                                    29,793      31,053
------------------------------------------------------------------------------
                                                           717,303     751,996
  Equity in earnings of Monte Carlo                         14,786      16,160
------------------------------------------------------------------------------
                                                          $732,089    $768,156
------------------------------------------------------------------------------
Net revenues
  The Mirage                                              $347,906    $384,424
  Treasure Island                                          184,163     185,019
  Golden Nugget                                             92,462      93,120
  Golden Nugget-Laughlin                                    26,222      27,677
------------------------------------------------------------------------------
                                                           650,753     690,240
  Equity in earnings of Monte Carlo                         14,786      16,160
------------------------------------------------------------------------------
                                                          $665,539    $706,400
------------------------------------------------------------------------------
Operating profit
  The Mirage                                              $ 70,284    $106,252
  Treasure Island                                           35,496      42,199
  Golden Nugget                                             13,631      14,814
  Golden Nugget-Laughlin                                     2,367       3,464
------------------------------------------------------------------------------
                                                           121,778     166,729
  Equity in earnings of Monte Carlo                         14,786      16,160
  Corporate expense                                        (18,092)    (15,315)
------------------------------------------------------------------------------
                                                          $118,472    $167,574
------------------------------------------------------------------------------
Operating margin (operating profit/net revenues)
  The Mirage                                                 20.2%       27.6%
  Treasure Island                                            19.3%       22.8%
  Golden Nugget                                              14.7%       15.9%
  Golden Nugget-Laughlin                                      9.0%       12.5%
  Company-wide (before Monte Carlo and corporate expense)    18.7%       24.2%
------------------------------------------------------------------------------
Income before extraordinary item                          $ 75,219    $105,590
Net income                                                $ 71,698    $103,365
------------------------------------------------------------------------------
Income per share before extraordinary item
  Basic                                                   $   0.42    $   0.59
  Diluted                                                     0.39        0.55
Net income per share
  Basic                                                   $   0.40    $   0.58
  Diluted                                                     0.37        0.54
------------------------------------------------------------------------------
Other information (excluding Monte Carlo)
  Company-wide table games win percentage                    18.4%       20.0%
  Company-wide occupancy of standard guest rooms             98.7%       99.2%
  Average standard guest room rate(a)                     $     91    $     94
------------------------------------------------------------------------------
(a)  Cash rate (i.e., excluding complimentary accommodations) at the Company's
     Las Vegas hotels.
</TABLE>
                                      -12-
<PAGE>
The Company reported income before extraordinary item of $75.2 million,  or
$0.39  per  share,  during  the first six months  of  1998,  versus  $105.6
million,  or $0.55 per share, in the corresponding 1997 period.  Both  six-
month periods include debt-related extraordinary charges.  As discussed  in
Note  3  of Notes to Condensed Consolidated Financial Statements, the  1998
period  includes  a charge of $3.5 million, or $0.02 per share,  associated
with the redemption of all $100.0 million principal amount of the Company's
9 1/4% notes. The 1997 period includes a similar charge of $2.2 million, or
$0.01  per share, associated with amending and increasing the size  of  the
Company's  bank credit facility.  After deducting such charges, net  income
for  the  1998  six-month period was $71.7 million,  or  $0.37  per  share,
compared  with  $103.4 million, or $0.54 per share, for the first  half  of
1997.

The  Company's  earnings during the first six months of 1998 were  likewise
affected  by  the decline in international baccarat business and  increased
competitive  pressures  in  the Las Vegas market  discussed  previously  in
comparing the three-month periods.  The level of baccarat play was down 27%
from  the  1997  six-month  period.   The  Company-wide  table  games   win
percentage  was also below the 1997 period, 18.4% versus 20.0%.   Excluding
baccarat,  activity  and  revenues  at  the  Company's  other  table  games
increased slightly over the prior-year period.  Slot revenues also achieved
a  small  increase.   Despite  the  additional  Las  Vegas  room  capacity,
occupancy  of the Company's standard guest rooms remained strong at  98.7%,
versus  99.2% in the prior-year period.  The Company's standard guest  room
rate  at  its Las Vegas hotels averaged $91, down a modest 3% from the  $94
average during the first six months of 1997.  The 1998 period includes  the
$5.2  million pre-tax land sale gain discussed previously.  The  1997  six-
month  period includes a similar gain of $3.6 million recorded in the first
quarter related to the sale and exchange of land in Las Vegas.  The Company
incurred higher payroll and training costs throughout the entire first half
of  1998  due  to  the Bellagio and Beau Rivage staffing efforts  discussed
previously.

A  substantial  portion of the decline in the Company's  baccarat  activity
during  1998  occurred at The Mirage.  This, together with a 2.5-percentage
point  decline in the table games win percentage, primarily accounts for  a
$25.1  million, or 11%, decrease in The Mirage's casino revenues.  Revenues
at  The  Mirage's  other  table games and slots increased  by  3%  and  4%,
respectively, over the 1997 six-month period.  A 9% decline in net food and
beverage revenues, combined with fewer performances by Siegfried & Roy  and
a  lower average daily room rate, principally explains an $11.4 million, or
7%,  decline in The Mirage's net non-casino revenues.  Standard guest  room
occupancy at The Mirage exceeded 99% during both six-month periods.

Treasure Island's revenue comparisons, in total, were relatively stable for
the  six-month period.  A 3% increase in slot revenues substantially offset
a  5% decline in table games revenues resulting primarily from a decline in
the win percentage.   Total non-casino   revenues   were    also  virtually
unchanged.   Net entertainment revenues grew by 5% over the 1997  six-month
period,  primarily  due  to  an increase in the average  ticket  price  for
Mystere.  Net room revenues, however, were down 6%, mainly due to a decline
in  the  average daily room rate.  Occupancy of Treasure Island's  standard
guest  rooms, similar to The Mirage, was in excess of 99% during both  six-
month periods.

The new resorts and additional room capacity on the Strip have particularly
impacted the downtown Las Vegas market.  The Laughlin market is also  being
affected  by  the  growth on the Las Vegas Strip,  as  well  as  additional
competitive  pressures from casinos located on nearby Indian  reservations.
As  a  result,  operating comparisons at the Company's  two  Golden  Nugget
properties declined from the 1997 six-month period.

                                 -13-
<PAGE>
The factors discussed previously in comparing the three-month periods had a
similar  effect  on the Company's net interest expense and interest  income
when comparing the six-month periods.

CAPITAL SPENDING, CAPITAL RESOURCES AND LIQUIDITY

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

During   the   1998  six-month  period,  the  Company's  existing   resorts
contributed net operating cash flow (as shown in the Condensed Consolidated
Statements of Cash Flows) of $130.8 million, versus $107.7 million  in  the
first six months of 1997.  As  discussed previously,  the Monte Carlo joint
venture began making cash distributions of  its  earnings  to  the partners
in  the  second  quarter  of  1998.   The Company's operating cash flow for
the  first half  of 1998 includes its  $9.5  million proportionate share of
such distributions.

Capital  expenditures  during  the  1998  period  totaled  $489.2  million,
compared  with  $461.4  million  in the  1997  six-month  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.  Due primarily to certain design changes and enhancements, manage-
ment now expects Beau Rivage to cost  more than,  but  within approximately
10% of, its  earlier  estimate of $600  million.   Of  such   amounts,  the
Company had incurred approximately $1.25 billion  associated  with Bellagio
and  approximately  $352  million associated  with Beau  Rivage at June 30,
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.    The  Company  sold  an  additional  work   of  art  to an
independent third party in  April  1998  for $10.5  million.  Also in April
1998, the Company received net cash proceeds of approximately $23.5 million
in connection with the Las Vegas land sale discussed previously.

As  discussed  in  Note  2  of  Notes to Condensed  Consolidated  Financial
Statements, the  Company completed the acquisition of Boardwalk on June 30,
1998.  The acquisition required total  cash  outlays  (including previously
acquired  Boardwalk  debt) of  approximately  $112.0 million.   The Company
expended  approximately  $51.9  million  of such amount  during  1997.  The
Boardwalk 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 a like-kind exchange with Monte
Carlo, would afford the Company an approximately 40-acre site with 817 feet
of frontage on the Las Vegas Strip for potential future development between
and  contiguous  to Bellagio and Monte Carlo.  Plans for  any  such  future
development are still highly uncertain.

                                 -14-
<PAGE>
Further  expansion of the Company is currently being planned  for  Atlantic
City,  New Jersey.  In January 1998, the City of Atlantic City conveyed  to
the Company approximately 180 acres (125 acres of which are developable) in
the Marina area of the City (the "Marina Site") in exchange for the Company
agreeing  to  develop  a hotel-casino on the site and  undertaking  certain
other  obligations.  The Company has also entered into  an  agreement  with
certain  State agencies with respect to the construction and joint  funding
of  road  improvements necessary to improve access to the Marina area.   In
connection with such agreement, in October 1997 the Company and one of  the
State  agencies  funded  their respective $110  million  and  $125  million
portions of the $330 million estimated total cost of the road improvements.
The  funds  were  deposited into escrow accounts  and  are  restricted  for
construction  of the road improvement project.  The remaining  $95  million
estimated  cost of the project is being provided by the other State  agency
party to the 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.   Assuming  receipt  of  all  required
permits,  construction  of  the  road  improvements is expected to begin in
October 1998.

The  Company is  currently in the early design stage of its planned  Marina
Site hotel-casino (tentatively  named "Le Jardin") and a project budget has
not yet been developed.  The Company must remediate the Marina Site,  which
is a former municipal landfill,  before  it can  begin construction  of its
resort.  Remediation is expected to  commence this fall and  require six to
nine months to complete.

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

Numerous governmental permits must be received and various other conditions
must  be satisfied before construction can commence on the road improvement
project  or the hotel-casinos planned by the Company and the joint venture.
Accordingly,  there  can  be no assurance that the  Company  or  the  joint
venture will construct a hotel-casino in Atlantic City or as to the  timing
or cost of construction.

In  February 1998, the Company received net proceeds of $394.7 million from
the issuance of $200 million principal amount of 6 5/8% unsecured notes due
February 2005 and an equal principal amount of 6 3/4% unsecured  notes  due
February  2008.   The notes were issued pursuant to a "shelf"  registration
statement filed with the Securities and Exchange Commission in October 1997
that  allows the Company to issue a total of up to $750 million of debt  or
equity securities or any combination thereof.  Approximately $237.1 million
of  the net proceeds from the offering were effectively used to retire  the
zero coupon notes and redeem the 9 1/4% notes discussed previously. At June
30,  1998,  bank  credit  facility  borrowings  and  the  face  amount   of
outstanding commercial paper notes totaled  $915.0 million, leaving  $835.0
million available.

                                 -15-
<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.
Management  believes this accounting  treatment is  inappropriate  for  the
hotel-casino  industry,  as it requires  certain costs incurred  during the
preopening phase (such as construction-period interest)  to be capitalized,
and  preopening  costs  such  as  the  costs  of  hiring  and  training new
employees, which  are integral to the  opening of a new facility, to be ex-
pensed as incurred.  The  result would  be a confusing  presentation of net
income  during  periods  when  a  company  has   a   major   project  under
construction.

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.  If the Company is required to adopt the provisions  of  SOP  98-5
effective January 1, 1999,  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 construction 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).

                                 -16-
<PAGE>
PART II.   OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

Reference  is  made  to  the litigation between  the  Registrant  and  Boyd
described  under  "Legal Proceedings" in Item 3 of the Registrant's  Annual
Report  on Form 10-K for the fiscal year ended December 31, 1997.  In  July
1998,  the Registrant and Boyd entered into the amended and restated  joint
venture agreement described under "Capital Spending, Capital Resources  and
Liquidity" in Item 2 of  Part I of  this  Form  10-Q  and  thereby  settled
such litigation.   The litigation was dismissed with prejudice on August 5,
1998.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)        The  Registrant's  1998  Annual  Meeting  of  Stockholders  (the
           "Meeting") was held on May 21, 1998.

(c)        At the Meeting,  Stephen A.  Wynn and  Ronald M. Popeil were re-
           elected to  serve three-year  terms as  members of  the Board of
           Directors. The results of the voting were as follows:  Mr. Wynn-
           165,877,084  shares  for  and  1,504,083  shares  withheld;  Mr.
           Popeil-165,923,377  shares  for  and  1,457,790 shares withheld.
           Additionally,  at  the  Meeting  the  stockholders  voted (i) to
           approve   the   Registrant's   1998   Stock   Option   and Stock
           Appreciation  Rights  Plan  by a vote  of 104,144,695  shares in
           favor  and  62,350,847  shares  opposed,  with  885,625   shares
           abstaining and (ii) to ratify the appointment of Arthur Andersen
           LLP  as   the   Registrant's independent accountants for 1998 by
           a vote  of  166,627,444  shares  in  favor  and  207,787  shares
           opposed, with 545,936 shares abstaining.

ITEM 5.    OTHER INFORMATION

On  May  21,  1998,  the  Securities and  Exchange  Commission  adopted  an
amendment  to  Rule 14a-4 under the Securities Exchange  Act  of  1934,  as
amended  (the "Amended Rule"), which governs a company's right to  exercise
discretionary  proxy  voting authority with respect to certain  stockholder
proposals presented at a stockholders' meeting.  The Amended Rule  provides
generally that a company may exercise such authority if it has not received
notice  of  the proposal by the date which is 45 days before the month  and
day  corresponding to the date on which the company first mailed its  proxy
materials for the prior year's annual meeting of stockholders.  In the case
of the Registrant's 1999 Annual Meeting of Stockholders, such date is March
3,  1999.  If certain other requirements of the Amended Rule are satisfied,
a  company  may exercise discretionary voting authority with respect  to  a
proposal,  notwithstanding the receipt of timely  advance  notice  of  such
proposal.

                                 -17-
<PAGE>
ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

     10.1  Letter  agreement  dated April  21, 1998  between  Bellagio  and
           Stephen A. Wynn.

     10.2  Amendment No. 2  to Amended  and  Restated Loan Agreement, dated
           as of  June  19,  1998, among  the  Registrant,  the  Banks, Co-
           Arrangers, Co-Agents and Documentation Agent referred to therein
           and  Bank  of   America  National Trust and Savings Association,
           as Administrative Agent.

     10.3  Agreement  Between Owner and Construction Manager for  Construc-
           tion   Management Services,  dated  as   of  November  1,  1997,
           between  Tishman Construction Corporation of New Jersey and MAC,
           CORP. Construction.

     10.4  Amended and Restated Joint  Venture  Agreement of Stardust A.C.,
           dated  as  of  July  14,  1998,  between  MAC,  CORP.  and  Boyd
           Atlantic City, Inc. Incorporated  by reference  to Exhibit 10.55
           to the Quarterly Report on Form 10-Q  of  Boyd  (Commission File
           No. 1-12168) for the fiscal quarter ended June 30, 1998.

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

     27    Financial Data Schedule.

(b)  Reports on Form 8-K.

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

                                 -18-
<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

August 13, 1998                       by:  DANIEL R. LEE
---------------                            --------------------------------
      Date                                 Daniel R. Lee
                                           Senior Vice President  - Finance
                                           and Development, Chief Financial
                                           Officer and Treasurer (Principal
                                           Financial Officer)

                                 -19-