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Mirage Resorts Inc · 10-K405 · For 12/31/97 · 10-K

Filed On 3/31/98 · SEC Files 1-06697 (10-K), 1-06697 · Accession Number 42246-98-4

This Filing was Corrected by the SEC on 4/9/98.

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 3/31/98  Mirage Resorts Inc                10-K405®   12/31/97   17:340

Annual Report -- [X] Reg. S-K Item 405 · Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         72    342K 
 2: EX-4.E      Instrument Defining the Rights of Security Holders    55    264K 
 3: EX-4.F      Instrument Defining the Rights of Security Holders    36    161K 
 4: EX-10.CCC   Material Contract                                      2     14K 
 5: EX-10.JJJ   Material Contract                                     95±   397K 
 6: EX-10.KKK   Material Contract                                     14     60K 
 7: EX-10.LLL   Material Contract                                     25     71K 
 8: EX-10.MMM   Material Contract                                      1     11K 
 9: EX-10.NNN   Material Contract                                     14     39K 
10: EX-10.OOO   Material Contract                                      4     15K 
11: EX-10.PPP   Material Contract                                      4     21K 
12: EX-10.QQQ   Material Contract                                      4     19K 
13: EX-10.RRR   Material Contract                                     10     49K 
14: EX-23       Consent of Experts or Counsel                          1      7K 
15: EX-27.A     Financial Data Schedule                                1     11K 
16: EX-27.B     Financial Data Schedule                                1     13K 
17: EX-27.C     Financial Data Schedule                                1     13K

10-K · Annual Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Business Certain Relationships and Related Transactions Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Directors and Executive Officers of the Registrant Executive Compensation Exhibits, Financial Statement Schedules and Reports on Form 8-K Financial Statements and Supplementary Data Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Market for Registrant's Common Equity and Related Stockholder Matters Market Risk Other Properties Quantitative and Qualitative Disclosures About Market Risk Security Ownership of Certain Beneficial Owners and Management Selected Financial Data Submission of Matters to a Vote of Security Holders
1	1st Page
2	Item 1. Business
8	Other
24	Item 2. Properties
25	Item 3. Legal Proceedings
27	Item 4. Submission of Matters to a Vote of Security Holders
"	Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
28	Item 6. Selected Financial Data
29	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
36	Market Risk
37	Item 7a. Quantitative and Qualitative Disclosures About Market Risk
"	Item 8. Financial Statements and Supplementary Data
"	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
38	Item 10. Directors and Executive Officers of the Registrant
"	Item 11. Executive Compensation
"	Item 12. Security Ownership of Certain Beneficial Owners and Management
"	Item 13. Certain Relationships and Related Transactions
"	Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

10-K 1st Page of 72 TOC Top Previous Next Bottom Just 1st
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     =================================================================
     UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
     WASHINGTON, D.C.  20549

     FORM 10-K
     ---------------
(MARK ONE)                                                  
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE   
SECURITIES EXCHANGE ACT OF 1934                   

     FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

    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. 1-6697

    MIRAGE RESORTS, INCORPORATED
    (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
     ---------------
           NEVADA                               88-0058016
 (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)           IDENTIFICATION NUMBER)

3400 LAS VEGAS BOULEVARD SOUTH                        
      LAS VEGAS, NEVADA                          89109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)   

  REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (702) 791-7111
     ---------------

     SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                             NAME OF EACH EXCHANGE
          TITLE OF EACH CLASS                ON WHICH REGISTERED
  ----------------------------------------   -----------------------
  COMMON STOCK ($.004 PAR VALUE PER SHARE)   NEW YORK STOCK EXCHANGE
                                              PACIFIC EXCHANGE

         SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
    NONE

          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 by  check  mark if disclosure of delinquent  filers
     pursuant to Item 405 of Regulation  S-K is not contained  herein,
     and will  not  be contained,  to  the best  of  the  Registrant's
     knowledge,  in   definitive  proxy   or  information   statements
     incorporated by reference in  Part III of this  Form 10-K or  any
amendment to this Form 10-K:   X                            
   -----
          The aggregate market value of the Registrant's  Common Stock
     held by non-affiliates (all persons other than executive officers
     or directors) of  the Registrant on March 27, 1998 (based on  the
     closing sale  price per  share on  the  New York  Stock  Exchange
Composite Tape on that date) was $3,943,420,236.            

          The Registrant's Common Stock outstanding at March 27,  1998
was 179,489,247 shares.                                     

          Portions of the Registrant's definitive Proxy  Statement for
     its May 21, 1998  Annual Meeting of  Stockholders (which has  not
     been filed as  of the date  of this filing)  are incorporated  by
reference into Part III.                                    
     =================================================================

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    PART I

ITEM 1.  BUSINESS                                           

GENERAL                                                     

          Mirage   Resorts,    Incorporated   (the  "Company"  or  the
     "Registrant") was incorporated in Nevada in 1949 as the successor
     to  a  partnership  that  began  business  in 1946.  The Company,
     through  wholly  owned   subsidiaries,  owns   and  operates  (i)
     The  Mirage, a  hotel-casino  and  destination resort  on the Las
     Vegas Strip,  (ii)  Treasure  Island  at  The  Mirage  ("Treasure
     Island"), a hotel-casino resort  adjacent  to  The  Mirage, (iii)
     the Golden Nugget, a hotel-casino  in  downtown  Las  Vegas,  and
     (iv) the Golden  Nugget-Laughlin,  a  hotel-casino  in  Laughlin,
     Nevada.    The  Company,  through  a  wholly  owned   subsidiary,
     also  owns a  50%  interest  in  a joint  venture  that  owns and
     operates  the Monte  Carlo Resort & Casino, which opened June 21,
1996 on the Las Vegas Strip.                                

          The  Company,  through  wholly  owned subsidiaries, is  also
     currently  constructing  Bellagio,  an  elegant  hotel-casino and
     destination  resort  on  the  Las  Vegas Strip, and Beau  Rivage,
     a   luxurious  hotel-casino  and  beachfront  resort  in  Biloxi,
     Mississippi.    Bellagio  is  believed to  be the most  expensive
     resort hotel ever built.   When it opens,  Beau  Rivage  will  be
     the  largest   hotel-casino  in  the  United  States  outside  of
Nevada.                                                     

OPERATING PROPERTIES                                        

          The  Mirage  opened in  1989 and is located on approximately
     100 acres shared with  Treasure  Island  near the  center of  the
     Las  Vegas  Strip.     The  Mirage  is  a  luxurious,  tropically
     themed  destination  resort.    The  exterior  of the  resort  is
     landscaped with  palm  trees,  abundant  foliage  and  more  than
     four  acres  of  lagoons  and  other  water   features   centered
     around  a  54-foot  simulated  volcano  and   waterfall.     Each
     evening,  the  volcano  erupts  at  regular  intervals,   sending
     blasts  of steam and water 40 feet  into  the  air,  with  flames
     which   spectacularly  illuminate  the  front   of   the  resort.
     Inside  the  front   entrance  is  an  atrium   with  a  tropical
     garden  and  additional  water  features  capped  by a  100-foot-
     high  glass  dome.   The  atrium  has an  advanced  environmental
     control   system   and    creative  lighting  and  other  special
     effects   designed   to   replicate   the   sights,  sounds   and
     fragrances  of the South Seas.    Located  at  the  rear  of  the
     hotel,  adjacent  to  the  swimming  pool  area,  is  a   dolphin
     habitat  with  eight  Atlantic  bottlenose  dolphins,   and   The
     Secret  Garden of  Siegfried &  Roy, a  $14  million   attraction
     that  allows  guests  to  view  the  beautiful exotic animals  of
     Siegfried  &  Roy,  the  world-famous  illusionists  who  perform
at The Mirage.                                              

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          Treasure  Island   opened in  1993 adjacent to  The  Mirage.
     Treasure  Island  is a  pirate-themed hotel-casino resort.    The
     front of  Treasure  Island,  facing  the  Las Vegas Strip, is  an
     elaborate pirate  village  in  which  full-scale  replicas  of  a
     pirate  ship  and  a  British  frigate  regularly   engage  in  a
     pyrotechnic and special  effects  sea  battle,  culminating  with
     the   sinking  of  the  frigate.  The showroom at Treasure Island
     features   Mystere,  a  unique  choreographic   mix   of  special
     effects,  comedy  and   feats  of  human  prowess   produced  and
performed by the world-famous Cirque du Soleil.             

          The  Golden  Nugget,  together  with its parking facilities,
     occupies  approximately  two  and  one-half  square blocks and is
     located   approximately  five  miles  north  of  The  Mirage  and
     Treasure  Island  in  the  center  of  downtown Las Vegas.    The
     Golden  Nugget   has  received  the  Mobil  Travel  Guide's  Four
     Star  Award  and the  AAA  Four  Diamond  Award  for  14  and  21
     consecutive  years,  respectively.    It  is  the largest  hotel-
     casino and the generally  acknowledged  leader  in  the  downtown
     Las  Vegas market and  has  benefited  from  the  "Fremont Street
     Experience," a $70  million  entertainment   attraction developed
     by a coalition of several major downtown Las Vegas  hotel-casinos
     (including the Golden Nugget) in  conjunction with  the  City  of
     Las Vegas.  This attraction opened in December 1995 and converted
     Fremont Street  into  a  four-block-long  pedestrian mall, topped
     with a 90-foot  by  1,400-foot  special  effects  canopy.  Within
     the canopy are 2.1 million computer-controlled, four-color lights
     and a 540,000-watt sound  system.   The Fremont Street Experience
     also includes retail facilities and a 1,432-space parking garage.

          The   Golden  Nugget-Laughlin  is  located approximately  90
     miles  south of Las Vegas in  Laughlin,  Nevada.      The  hotel-
     casino is located on  approximately  13  acres  with  600 feet of
     Colorado  River  frontage   near   the   center   of   Laughlin's
     tourist  district.     The  Golden  Nugget-Laughlin  features   a
     32,000-square  foot  casino   offering   18   table   games   and
     approximately  1,175  slots,  300  hotel  rooms  (including  four
     suites),    three   restaurants,  three  bars,  an  entertainment
     lounge, a  deli,  an  ice  cream  parlor and two gift and  retail
     shops.     Other   facilities   at   the  Golden  Nugget-Laughlin
     include  a  swimming  pool,  a  parking  garage  with  space  for
     approximately  1,585  vehicles  and  approximately  four and one-
     half  acres  of  surface  parking  for  recreational    vehicles.
     The  Company   also   owns  and  operates  a  78-room   motel  in
     Bullhead City, Arizona, across the Colorado River from  Laughlin.

          The  Company, through  a wholly  owned subsidiary, is a  50%
     partner  with  Circus  Circus   Enterprises,  Inc. ("Circus")  in
     Victoria  Partners,  a  joint  venture  that  owns  and  operates
     Monte  Carlo.   The   resort  is  situated  on  approximately  46
     acres  near the center   of  the  Las  Vegas Strip.  Monte  Carlo
     has   a   palatial  style  reminiscent  of the Belle Epoque,  the
     French  Victorian  architecture  of  the   late   19th   century.
     Monte  Carlo has amenities  such  as  a  microbrewery   featuring
     live  entertainment,  a  health  spa,  a  beauty salon, a  1,200-

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     seat   theater   featuring  the  world-renowned  magician   Lance
     Burton, a large pool area and  lighted  tennis  courts.     Monte
Carlo will be connected to Bellagio by a monorail.          

CURRENT CONSTRUCTION PROJECTS                               

BELLAGIO                                          

          The  Company  is  currently  constructing   Bellagio  on  an
     approximately 120-acre site  at  the  corner  of the  Las   Vegas
     Strip  and  Flamingo Road.     Bellagio  is  the  Company's  most
     ambitious destination resort  to  date.    This elegant European-
     style  resort  will  overlook  a  picturesque  lake  inspired  by
     Lake Como in Northern  Italy.    Throughout  each  day the lake's
     1,200    fountains    will   come   alive   in  a   choreographed
     performance of water,  music  and  lights  which  will be  highly
     visible  along  the  Las  Vegas  Strip.    The resort  will  also
     feature a wide variety  of  casual  and  gourmet  restaurants  in
     both  indoor  and  outdoor  settings  (including   a   branch  of
     Manhattan's    world-famous   Le    Cirque),    upscale    retail
     boutiques,  including those  leased  to  Armani,   Chanel,   Fred
     Leighton,   Gucci,   Hermes,  Prada   and  Tiffany   &  Co.,  and
     extensive meeting, convention and  banquet  space.     Cirque  du
     Soleil is  producing  an  all-new  and  unique production  to  be
     performed  in  a  specially  designed  showroom.   Bellagio  will
     be   lushly  landscaped  with  classical  gardens  (both  indoors
     and  outdoors)  and  European  fountains  and  pools.  The resort
     is   currently   expected  to  cost  approximately  $1.6  billion
     (including  land,  capitalized  interest  and  preopening  costs)
     and is scheduled to open in  October  1998.     Additionally,  as
     of  March 1, 1998,   the  Company  had  acquired a collection  of
     fine art at a  cost  of  approximately  $162  million for display
     and  resale  at  Bellagio  and  was  renting additional fine  art
     for  display.    The  Bellagio  art  collection rivals in quality
     the collections  of  many  of  the world's  leading art galleries
     and  museums  and  is expected  to  be  a   major  draw  for  the
resort.                                                     

BEAU RIVAGE                                       

          The   Company is  constructing   Beau  Rivage,  a  luxurious
     beachfront  resort  in  Biloxi, Mississippi,   on a 23-acre  site
     where  Interstate  110 meets the Gulf Coast.    The Gulf Coast is
     one  of  the largest gaming markets  in  the  United  States  and
     Beau Rivage will  be the largest  hotel-casino   in  Mississippi,
     with 1,780 guest rooms and  an  approximately  80,000-square foot
     casino.   Guests  arriving  at  the resort  will  be  greeted  by
     lush gardens  and  stately  oaks.     Beau  Rivage  will  feature
     13 restaurants,  upscale  retail  outlets, a full-service spa and
     salon, a state-of-the-art convention center,  an  elegant  atrium
     lobby, a beautifully landscaped pool area and a 1,550-seat  show-
     room  that  will be home to a new production by Cirque du Soleil.

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     Beau Rivage is currently  expected to  be  completed in the first
     quarter  of  1999  at  an  estimated  total cost (including land,
     capitalized interest  and preopening costs) of approximately $600
     million.   The Company has also expended an additional $6 million
     to acquire  several  other  parcels  of land  in the  Biloxi area
     for  future  development, including  approximately  508 acres for
     the  potential  development of a world-class 18-hole golf course.
     In  addition,  the  Company  is  planning  the  construction of a
     deluxe marina at Beau  Rivage  for sportfishing, Gulf  excursions
     and other water sports,  as well as dockage for private yachts of
up to 125 feet.                                             

          As  with any major construction project,  the  Bellagio  and
     Beau  Rivage projects  involve  many  risks,  including   weather
     interference,  shortages of materials and labor, work  stoppages,
     labor   disputes,   unforeseen   engineering,  environmental   or
     geological  problems  and  unanticipated  cost increases,  any of
     which  could  give  rise  to   delays  or  cost  overruns.   Con-
     struction,  equipment  or  staffing  problems   or   difficulties
     in obtaining any of the requisite licenses, permits,  allocations
     or   authorizations  from   regulatory authorities could increase
     the cost or delay the construction or opening  of the  facilities
     or otherwise affect their  design and features.    It is possible
     that  the existing   budget  and  construction  plans for  either
     project  may  be  changed  for  competitive   or  other  reasons.
     Accordingly,  there can be no assurance that either project  will
     be  completed  within  the  time  periods  or  budgets which  are
currently contemplated.                                     

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          The following table sets forth certain data, as of March  1,
     1998, regarding the Company's major resorts and certain estimates
regarding the Company's two projects under construction.    

                                                        · Enlarge/Download Table


                                Bellagio (a)  Beau Rivage (b)   The Mirage     Treasure Island  Golden Nugget  Monte Carlo (c)
                                ------------  --------------- ---------------  ---------------  -------------  ---------------
                                                                                                                              
Project cost................... $1.6 billion   $600 million   $862 million(d)  $485 million(d)           (e)   $355 million(d)
Opening date...................    Oct. 1998  1st Qtr. 1999      Nov. 1989        Oct. 1993        Aug. 1946      June 1996   
Total building square footage..    4,289,000      2,222,000      3,117,000        2,377,000        1,465,000      2,520,000   
Casino                                                                                                                        
  Square footage (including                                                                                                   
   corridors)..................      151,000         80,000        107,200           83,800           38,000         90,000   
  Number of gaming tables......          139             90            122               86               56             95   
  Number of slots..............        2,637          2,025          2,220            1,952            1,327          2,156   
Hotel                                                                                                                         
  Number of guest rooms (in-                                                                                                  
   cluding suites and villas)..        3,005          1,780          3,044            2,891            1,907          3,002   
  Square footage of interior                                                                                                  
    meeting space..............       99,400         30,000         73,000           16,000           21,000         22,000   
Restaurants                                                                                                                   
  Number of outlets............           16             13             12               10                6              8   
  Number of seats..............        2,878          1,564          2,300            1,744            1,006          2,200   
Retail                                                                                                                        
  Square footage...............       76,700         25,500         35,000           16,000            4,350         11,300   
Showroom                                                                                                                      
  Number of seats..............        1,800          1,550          1,503            1,525              350          1,200   

--------------------                                                            
(a)    The  estimated  Bellagio  project  cost  does  not include the  cost     
of fine art purchased  for display and resale at Bellagio.        
(b)    The estimated Beau Rivage project cost does not include the cost of      
land acquired for future development.                             
(c)    Monte Carlo is 50%-owned by the Company.                                 
(d)    Includes capital improvements subsequent to opening, but is not          
adjusted for inflation or depreciation.                           
(e)    Not meaningful for comparative purposes.                                 

PENDING ACQUISITION OF BOARDWALK HOTEL-CASINO               

          On December 22, 1997, the Company  entered  into  agreements
     (the  "Boardwalk  Agreements")  to  acquire  Boardwalk    Casino,
     Inc.  ("BCI")   and  certain  related  assets  at  a  total  cost
     (including  assumed  and  acquired  debt)  of approximately  $112
     million.   BCI   owns   and  operates  the  Boardwalk,  a  hotel-
     casino  situated   on  approximately  eight  acres   on  the  Las
     Vegas Strip between Monte Carlo  and  Bellagio.     The Boardwalk
     includes   653  hotel  rooms  and  33,000 square feet  of  casino
     space  offering  661  slot  machines,  20 table games and a full-
     service  race   and   sports  book.     Other  amenities  at  the
     Boardwalk  include  a  coffee  shop,  a buffet, a snack  bar,  an
     entertainment   lounge,  two  bars,  a  gift  shop,  two  outdoor
     swimming  pools  and  1,125  garage  and surface parking  spaces.
     The   hotel   is   currently   operated   under  a  Holiday  Inn-
     Registered Trademark- franchise license agreement.  Upon  consum-

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     mation of the transactions  contemplated  by the Boardwalk Agree-
     ments  and  combined  with  adjacent parcels  of land  previously
     acquired  by  the  Company,  the Company  will own  approximately
     12  acres  with  817  feet of frontage on the Las  Vegas Strip at
a total cost of approximately $140 million.                 

          Consummation  of  the  BCI   acquisition  is    subject   to
     a    number    of   conditions,  including   approval   by    the
     stockholders  of BCI and  the  receipt  of  requisite   approvals
     from   gaming   regulatory   authorities.      Pursuant  to   the
     Boardwalk   Agreements,   the  Company  holds   proxies  covering
     approximately  53%  of  BCI's  outstanding  shares and has agreed
     to  vote  such shares in favor of  the  acquisition.     If  such
     approvals  are  obtained,  the  acquisition is expected  to close
     in the second quarter of  1998,  whereupon  BCI  would  become  a
     wholly  owned  subsidiary   of  the   Company.     The  Company's
     acquisition of BCI,  together  with  adjacent  land  owned by the
     Company  (including  a   portion  of   the   Bellagio   site  not
     required  for Bellagio) and  land  the  Company  has   agreed  to
     acquire   in   an  exchange  with  Monte Carlo, would afford  the
     Company  a  42-acre  site  for  potential  future development  on
     the  Las Vegas  Strip,  between  and  contiguous  to Bellagio and
Monte Carlo.                                                

FUTURE EXPANSION                                            

ATLANTIC CITY                                     

          The  Company  and the City of Atlantic City, New Jersey have
     entered  into   an  agreement  (as  amended,  the  "Redevelopment
     Agreement") pursuant  to  which,  on  January  8, 1998, the  City
     conveyed   a  total  of  approximately  180 acres (125  acres  of
     which  are  developable)  in  the  Marina  area of the City  (the
     "Marina  Site") to  the  Company  in  exchange  for  the  Company
     agreeing  to develop  a  hotel-casino  (tentatively    named  "Le
     Jardin")  on  the Marina  Site  and  undertaking  certain   other
     obligations,      including     remediation    of   environmental
     contamination on the Marina Site.     Under  the   terms  of  the
     Redevelopment  Agreement,  construction  of  the  planned  resort
     is  subject to  the  satisfaction  of  certain  conditions.   One
     such  condition  is  the  construction   of  certain  major  road
improvements designed to improve access to the Marina area. 

          The  Company  has   entered  into  an agreement  (the  "Road
     Development   Agreement")  with  the   New  Jersey Department  of
     Transportation     (the   "State")    and    the    South  Jersey
     Transportation   Authority  ("SJTA")   with   respect   to    the
     construction  and  joint  funding  of  the   road   improvements.
     Pursuant  to   the   Road  Development  Agreement,   the  Company
     agreed  to  fund $110 million of  the  estimated   $330   million
     cost  of  the  road  improvement  project, with the balance to be
     funded  by   the  State  ($95  million)  and SJTA ($125 million).
     The  Company's  and  SJTA's  portion  of  the  funding  has  been
     deposited  in  escrow  accounts  and  is restricted for the  road
     improvement project.    Of  the  Company's  $110 million  funding
     obligation,   $55  million  will  be  satisfied  by  the  Company

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     purchasing    special   revenue   bonds   which   are  repayable,
     together  with   interest,   solely  from    certain  future  tax
     revenues generated  by  the  Company's  planned  hotel-casino  on
     the  Marina  Site.     The  road  improvement  project  is  being
     undertaken  pursuant   to  a  fixed-price design/build  contract.
     The  contractor  commenced  the  design  phase of the project  in
October 1997 and expects to complete the project in 2001.   

          Numerous   governmental  permits  required for the Company's
     hotel-casino and the road  improvement  project  have   not   yet
     been  received.    Additionally,  an   existing   Atlantic   City
     hotel-casino operator and others have  filed   various   lawsuits
     which  challenge the validity of   the  Redevelopment   Agreement
     and  seek  to prevent construction of   the   road  improvements,
     thereby  delaying or  preventing   the   Company from  developing
     its  hotel-casino  on   the   Marina  Site.     The  hotel-casino
     project  is  in the early design    stage  and a  project  budget
     has  not  yet been developed.     As a   result of the  foregoing
     factors,  there  can  be  no  assurance   that the  Company  will
     construct  a  hotel-casino   in   Atlantic  City  or  as  to  the
timing or cost of construction.                             

          In  1996, the Company entered   into agreements with  Circus
     and  Boyd Gaming Corporation ("Boyd") pursuant   to    which  the
     Company agreed, subject to a number   of   conditions, to sell  a
     portion of the Marina Site to Circus as a   casino site   and  to
     form  a  joint  venture with Boyd to   develop    a third  hotel-
     casino  on  the  Marina    Site (in   addition to  the  Company's
     wholly owned   hotel-casino    and the Circus hotel-casino).   In
     January  1998,    the    Company notified Circus  and  Boyd  that
     their respective    agreements with   the Company relating to the
     Marina  Site  had  terminated.        For information  concerning
     pending  litigation   with  Circus and   Boyd arising  from  such
     terminations,  see  "Legal Proceedings" in Item 3 on page  24  of
this Form 10-K.                                             

OTHER                                             

          The  Company   regularly evaluates potential  expansion  and
     acquisition   opportunities   in    both    the    domestic   and
     international markets.   Such  opportunities  may    include  the
     ownership,  management  and   operation    of  gaming  and  other
     entertainment  facilities    in  states   other  than  Nevada  or
     outside  of    the  United   States, either alone or  with  joint
     venture  partners.      Development  and operation of any  gaming
     facility  in  a    new    jurisdiction  are subject  to  numerous
     contingencies,  several   of  which  are outside of the Company's
     control and may include the     enactment  of appropriate  gaming
     legislation, the   issuance   of  requisite permits, licenses and
     approvals, the  availability  of  appropriate   financing and the
     satisfaction of other conditions.       There can be no assurance
     that  the  Company will elect or  be   able   to  consummate  any
such acquisition or expansion opportunity.                  

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MARKETING                                                   

          All  of  the   Company's hotel-casinos operate 24 hours each
     day,  every  day of the year.    Management   does  not  consider
     the Company's business,   taken   as  a whole, to be particularly
seasonal.                                                   

          The  level of  gaming activity  at its casinos is the single
     largest  factor  in   determining   the  Company's  revenues  and
     operating  income.      The   Company also  receives  significant
     revenues from   lodging,  food   and beverage, entertainment  and
retail operations.                                          

        The  principal   segments  of  the Nevada gaming  market   are
     tour  and  travel, leisure   travel,  high-level   wagerers   and
     conventions   (including    small   meetings    and     corporate
     incentive programs).  The Company  believes that   The   Mirage's
     hotel occupancy  and   gaming  revenues  can be maximized through
     a  balanced   marketing   approach  aimed at the high end of each
     market  segment.      The  marketing  strategy for  Bellagio  and
     Beau  Rivage  will  be  similar   to  that for The  Mirage.   The
     Company's    marketing  strategy for   Treasure  Island  and  the
     Golden  Nugget  is  aimed  at attracting middle- to upper-middle-
     income    wagerers,  largely  from the leisure travel and,  to  a
     lesser    extent, the   tour  and travel segments.   The  Company
     believes  that     the   success  of its  hotel-casinos  is  also
     affected  by   the   level of walk-in customers and, accordingly,
     has   designed  its   facilities to maximize their attraction  to
guests of other hotels.                                     

          The  Golden  Nugget-Laughlin  appeals  primarily to  patrons
     from  the middle-income strata of the  gaming  populace.     Many
     of     the   Golden   Nugget-Laughlin's   customers  are  retired
     individuals  who  are  attracted  by  lodging, food and  beverage
     and   entertainment  prices  that  are  lower than those  offered
     by   the   major   Las   Vegas  hotel-casinos.   The  predominant
     portion    of  the  Golden  Nugget-Laughlin's casino revenues  is
derived from slot machine play.                             

           The   Company,  through   wholly  owned  subsidiaries, owns
     approximately    850    acres    of    real    property   located
     approximately  10   miles  north  of  The   Mirage  and  Treasure
     Island  and  five  miles  north of the   Golden  Nugget.      The
     Company  owns  and   operates  an  exclusive   world-class   golf
     course  and  related  facilities  known  as  "Shadow   Creek"  on
     approximately  240 acres of such property.      The   Company  is
     currently  offering a  luxury  suite  package  at  its Las  Vegas
     hotel-casinos  which   includes   golf   privileges   at   Shadow
     Creek.   In  connection  with  its  marketing   activities,   the
     Company   also   makes   the   course   and   related  facilities
     available for use,  by  invitation  only,  by  high-level-wagerer
     patrons.      The  Company has contemplated the development of  a
     second  golf   course   adjacent   to   Shadow   Creek,  but  has
indefinitely postponed plans for its construction.          

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CREDIT                                                      

          Credit  play  represents  a significant portion of the table
     games  volume at The Mirage.    The Company's  other   facilities
     do  not  emphasize  credit play  to  the  same   extent   as  The
Mirage, although credit is made available.                  

          The  Company  maintains strict controls over the issuance of
     credit  and aggressively  pursues  collection  of  its   customer
     receivables.      These   collection   efforts   parallel   those
     procedures    commonly   followed  by  most  large  corporations,
     including  the  mailing  of  statements  and delinquency notices,
     personal  and other contacts,   the  use  of  outside  collection
     agencies   and   civil   litigation.     Nevada   gaming    debts
     evidenced  by credit  instruments  are  enforceable   under   the
     laws  of Nevada.    All  other  states are required to enforce  a
     judgment  on  a  gaming  debt  entered in Nevada pursuant to  the
     Full    Faith    and   Credit   Clause   of  the  United   States
     Constitution.     Gaming  debts  are  not legally enforceable  in
     some  foreign  countries,  but  the  United   States   assets  of
     foreign  debtors may be  reached  to  satisfy  judgments  entered
     in   the   United   States.      A  significant  portion  of  the
     Company's   accounts  receivable  is owed  by  high-level-wagerer
     customers from the Far East.     The  collectibility  of customer
     receivables  is  affected by a  number  of   factors,   including
     changes  in   currency  exchange  rates  and  economic conditions
in the customers' home countries.                           

SUPERVISION OF GAMING ACTIVITIES                            

          In  connection with  the supervision of gaming activities at
     its casinos, the Company maintains  stringent  controls   on  the
     recording of all receipts and  disbursements.   These  audit  and
     cash    controls   include:    locked   cash   boxes;   personnel
     independent of  casino  operations  to  perform  the  daily  cash
     and  coin   counts;   floor  observation   of  the  gaming  area;
     observation  of  gaming  and  certain  other  areas  through  the
     use  of   closed-circuit  television;  computer   tabulation   of
     receipts and disbursements for each  of  the  slot  machines  and
     table    games;   and   timely   analysis  of  discrepancies   or
deviations from normal performance.                         

COMPETITION                                                 

          The  Mirage, Treasure  Island and the Golden Nugget  compete
     with   a   number  of   other   hotel-casinos   in   Las   Vegas.
     Currently,  there   are  approximately  27  major   hotel-casinos
     located  on  or  near  the  Las  Vegas  Strip,  11  major  hotel-
     casinos  located  in   the  downtown  area   and   several  major
     facilities located elsewhere in the  Las  Vegas  area.     As  of
     March   1,   1998,  there  were  approximately 102,100 hotel  and
     motel  rooms  in  Las  Vegas,  compared  to approximately  97,300
     at  December 31, 1996.    In  addition  to  Bellagio,  there  are
     currently   three  major  new  hotel-casinos  under  construction
     in  Las Vegas.   All three  are  scheduled  to  open in 1999  and
     will add a  total  of  approximately  9,700  rooms to the market.

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     Another hotel-casino  with  plans  for  2,600  guest rooms and  a
     projected  opening  date  in  2000  recently obtained significant
     financing.      Other  major  hotel-casinos have  been  proposed,
     some of which are likely to be built.     Expansion  projects  at
     an  existing  major  Las  Vegas  Strip  hotel-casino   are   also
     under construction  and  several  other  expansion  projects have
     been proposed.  Management  is  unable  to  determine  the extent
     to  which  the  increased  competition  will affect the Company's
future operating results.                                   

          Management  believes  that  The  Mirage  primarily  competes
     with  other large hotel-casinos located  on  or  near  the  Strip
     that  offer  amenities  and  marketing  programs appealing to the
     upper-middle   and   higher-income   strata   of    the    gaming
     populace.  The Mirage competes on  the  basis  of  the   elegance
     and  excitement  offered  by  the  facility, the desirability  of
     its   location,   the   quality   of   its   hotel    rooms   and
     restaurants,   its   entertainment   and   special   attractions,
     customer  service,    its   balanced   marketing   strategy   and
special marketing and promotional programs.                 

          Management  believes   that   Treasure   Island    primarily
     competes  with the other  large  hotel-casinos  located   on   or
     near  the   Strip  that  offer  amenities  and marketing programs
     that appeal to  the  middle-  to  upper-middle-income  strata  of
     the  gaming  populace.     Treasure Island competes on the  basis
     of  the excitement offered  by  the  facility,  the  desirability
     of its location (including  its  proximity  to  The  Mirage), the
     quality    of   its   hotel   rooms,  the  variety,  quality  and
     attractive   pricing   of  its  food  and beverage  outlets,  its
     unique    entertainment  offerings,  customer  service   and  its
marketing and promotional programs.                         

          Management   believes   that  the  Golden  Nugget  primarily
     competes with the large hotel-casinos  located  on  or  near  the
     Strip,    particularly  those  offering  amenities and  marketing
     programs   that   appeal  primarily  to  the middle-  and  upper-
     middle-income  strata  of the gaming   populace.      The  Golden
     Nugget competes for  gaming  customers  primarily  on  the  basis
     of   the   elegance,  intimacy  and  excitement  offered  by  the
     facility, the  quality  and  relative  value  of its hotel  rooms
     and  restaurants,   customer  service  and   its   marketing  and
     promotional   programs.      The   Fremont    Street   Experience
     attraction was developed  in  order  for  the  downtown Las Vegas
     hotel-casinos   to  compete  more  effectively  with  the  hotel-
     casinos located on the Las Vegas Strip.       Management believes
     that  the  competitive  pressures  of  additional guest rooms  on
     the   Strip  particularly  impacted  the  downtown market in 1997
and will continue to do so during 1998.                     

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          The   Golden   Nugget-Laughlin  competes with  eight  nearby
     hotel-casinos in Laughlin, as  well  as  with  hotel-casinos   in
     Las  Vegas,  Jean  and  Primm,  Nevada  and  casinos   on  Indian
     reservations   in   Laughlin's  regional   market,   particularly
     Southern   California   and  Arizona.     In  recent  years,  the
     Laughlin   market   has  been  adversely  affected  by  increased
     competition  from  the  expansion  of  casino gaming in Las Vegas
     and  on  Indian  reservations  in  Arizona  and elsewhere in  the
regional market.                                            

          The  Company's  facilities also compete for gaming customers
     with   hotel-casino   operations  located   in   other  areas  of
     Nevada, Atlantic City and  other  parts  of  the  world, and  for
     vacationers   with   non-gaming  tourist  destinations   such  as
     Hawaii and Florida.     The Company's  hotel-casinos  compete  to
     a  lesser   extent  with  state-sponsored  lotteries,   off-track
     wagering,   card   parlors,   riverboat   and    Indian    gaming
     facilities  and  other  forms  of  legalized gaming in the United
     States,  as well as with gaming on  cruise  ships.     In  recent
     years,  certain   states  have  legalized,   and   several  other
     states    have    considered     legalizing,    casino    gaming.
     Management does not believe  that  such  legalization  of  casino
     gaming  in  those  jurisdictions  would  have  a material adverse
     impact  on  the   Company's  operations.     However,  management
     believes  that   the   legalization   of  large-scale  land-based
     casino  gaming in or  near  certain  major   metropolitan  areas,
     particularly   in   California,  could   have a material  adverse
effect on the Las Vegas market.                             

EMPLOYEES AND LABOR RELATIONS                               

          As  of  March  1, 1998, the Company and its subsidiaries had
     approximately    14,750    full-time    and    2,335    part-time
     employees.       The     Company    and    unions    representing
     approximately  7,000  of   its  Las   Vegas   employees  recently
     approved,   and   the  employees  ratified,   the  terms  of  new
     collective   bargaining  contracts  that   will   expire  in  May
     2002.     Management  considers  its  employee  relations  to  be
excellent.                                                  

REGULATION AND LICENSING                                    

NEVADA                                            

          The ownership and operation of casino  gaming facilities  in
     Nevada are subject to (i) the  Nevada Gaming Control Act and  the
     regulations promulgated  thereunder  (collectively,  the  "Nevada
     Act") and  (ii) various  local  ordinances and  regulations.  The
     Registrant's  Nevada  gaming  operations   are  subject  to   the
     licensing and regulatory control of the Nevada Gaming  Commission
     (the "Nevada Commission"), the Nevada State Gaming Control  Board
     (the "Nevada Board"), the City of Las Vegas and the Clark  County
     Liquor and Gaming Licensing Board (the "Clark County Board"). The
     Nevada Commission, the Nevada  Board, the City  of Las Vegas  and
     the Clark  County  Board  are collectively  referred  to  as  the
"Nevada Gaming Authorities."                                

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          The laws,  regulations and  supervisory  procedures  of  the
     Nevada  Gaming Authorities are based  upon declarations of public
     policy  which  are  concerned with,  among  other things: (i) the
     prevention  of unsavory  or  unsuitable  persons  from  having  a
     direct  or indirect involvement with gaming at any time or in any
     capacity; (ii)  the  establishment and maintenance of responsible
     accounting practices and  procedures;  (iii) the  maintenance  of
     effective controls  over the  financial  practices  of licensees,
     including the establishment of  minimum  procedures  for internal
     fiscal  affairs  and  the  safeguarding  of  assets and revenues,
     providing  reliable record keeping and  requiring  the  filing of
     periodic reports  with  the Nevada  Gaming  Authorities; (iv) the
     prevention of  cheating  and  fraudulent  practices; and (v) pro-
     viding a source  of state  and  local  revenues  through taxation
     and  licensing  fees.   Change  in  such  laws,  regulations  and
     procedures  could  have  an  adverse  effect  on the Registrant's
gaming operations.                                          

          The  Registrant's direct and indirect subsidiaries that con-
     duct gaming operations are required to be licensed by  the Nevada
     Gaming Authorities.  The  gaming licenses  require  the  periodic
     payment of fees and taxes and  are not  transferable.  THE MIRAGE
     CASINO-HOTEL ("MCH") is registered as an intermediary company and
     has been found suitable to own the stock of Treasure Island Corp.
     ("TI Corp."). MCH has also been licensed to conduct nonrestricted
     gaming operations  at The Mirage.  TI Corp. has been  licensed to
     conduct  nonrestricted  gaming  operations  at  Treasure  Island.
     GNLV, CORP. ("GNLV")  has  been   registered as  an  intermediary
     company and has been  found suitable to own  the stock of  Golden
     Nugget Manufacturing  Corp.  ("GNMC"),  its  inactive  subsidiary
     which is licensed  as a  manufacturer and  distributor of  gaming
     devices. GNLV  has also  been licensed  to conduct  nonrestricted
     gaming operations at the Golden Nugget.   GNL, CORP. ("GNL")  has
     been licensed to conduct nonrestricted  gaming operations  at the
     Golden  Nugget-Laughlin.   Bellagio  has been  registered  as  an
     intermediary company and has been found suitable to own the stock
     of  MRGS Corp. ("MRGS"), which has been licensed as a 50% general
     partner of Victoria Partners. The Registrant is registered by the
     Nevada  Commission   as   a    publicly  traded   corporation  (a
     "Registered Corporation") and has been found suitable to own  the
     stock  of MCH, GNLV, Bellagio and  GNL, each  of which,  together
     with TI Corp., MRGS and  GNMC, is a  corporate licensee (individ-
     ually,   a  "Gaming  Subsidiary"  and  collectively,  the "Gaming
     Subsidiaries") under the Nevada Act.  Victoria Partners has  been
     licensed  to conduct  nonrestricted gaming  operations  at  Monte
     Carlo and certain subsidiaries of Circus  have been registered or
     licensed  for  their  ownership   of  Victoria   Partners.    The
     acquisition of BCI is subject to the prior approval of the Nevada
     Gaming Authorities.   Upon  receipt  of  such approval,  BCI will
become  a Gaming Subsidiary.                                

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          As a  Registered  Corporation, the  Registrant  is  required
     periodically to submit detailed  financial and operating  reports
     to the Nevada Commission and furnish any other information  which
     the Nevada  Commission  may  require.  No  person  may  become  a
     stockholder of, or  receive any percentage  of profits from,  the
     Gaming  Subsidiaries   without  first   obtaining  licenses   and
     approvals from the Nevada Gaming Authorities. The Registrant  and
     the Gaming  Subsidiaries have  obtained  from the  Nevada  Gaming
     Authorities the various  registrations, findings of  suitability,
     approvals, permits and  licenses required in  order to engage  in
gaming activities in Nevada.                                

          All  gaming  devices that  are manufactured, sold or distri-
     buted for use or play in Nevada, or  for  distribution outside of
     Nevada,  must  be  manufactured  by  licensed  manufacturers  and
     distributed or sold by licensed distributors.  All gaming devices
     manufactured for use  or  play  in  Nevada must  be  approved  by
     the  Nevada Commission   before   distribution  or  exposure  for
     play.   The approval process for gaming devices includes rigorous
     testing by the Nevada Board, a field trial and a determination as
     to  whether  the gaming  device meets strict  technical standards
     that are set forth in the  regulations of the  Nevada Commission.
     Associated  equipment  must be  administratively approved by  the
     Chairman  of the Nevada Board before it is distributed for use in
Nevada.                                                     

          The Nevada Gaming Authorities may investigate any individual
     who has a material relationship to, or material involvement with,
     the Registrant or the Gaming  Subsidiaries in order to  determine
     whether such individual is  suitable or should  be licensed as  a
     business associate of a gaming licensee. Officers, directors  and
     certain key  employees  of  the  Gaming  Subsidiaries  must  file
     applications with  the  Nevada  Gaming  Authorities  and  may  be
     required to be licensed  or found suitable  by the Nevada  Gaming
     Authorities.  Officers,  directors  and  key  employees  of   the
     Registrant who  are  actively  and directly  involved  in  gaming
     activities of  the  Gaming Subsidiaries  may  be required  to  be
     licensed or found suitable by the Nevada Gaming Authorities.  The
     Nevada Gaming Authorities may  deny an application for  licensing
     for  any  cause  which  they   deem  reasonable.  A  finding   of
     suitability  is  comparable  to   licensing,  and  both   require
     submission  of  detailed   personal  and  financial   information
     followed by a thorough investigation. The applicant for licensing
     or a  finding  of suitability  must  pay  all the  costs  of  the
     investigation. Changes in licensed positions must be reported  to
     the Nevada Gaming Authorities, and in addition to their authority
     to deny an application for a finding of suitability or licensure,
     the Nevada Gaming Authorities  have jurisdiction to disapprove  a
change in a corporate position.                             

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          If the  Nevada Gaming Authorities were  to find an  officer,
     director or key employee  unsuitable for licensing or  unsuitable
     to continue  having a  relationship with  the Registrant  or  the
     Gaming Subsidiaries, the companies  involved would have to  sever
     all relationships  with  such  person. In  addition,  the  Nevada
     Commission may require the Registrant or the Gaming  Subsidiaries
     to terminate the  employment of any  person who  refuses to  file
     appropriate applications.  Determinations  of suitability  or  of
     questions pertaining  to licensing  are not  subject to  judicial
review in Nevada.                                           

          The Registrant and the Gaming Subsidiaries  are required  to
     submit detailed  financial and  operating reports  to the  Nevada
     Commission. Substantially all  material loans,  leases, sales  of
     securities and similar financing transactions entered into by the
     Gaming Subsidiaries must be reported to or approved by the Nevada
Commission.                                                 

          If it were determined that the Nevada Act was violated  by a
     Gaming Subsidiary,  the  licenses  it  holds  could  be  limited,
     conditioned, suspended  or revoked,  subject to  compliance  with
     certain statutory  and regulatory  procedures. In  addition,  the
     Registrant, the  Gaming  Subsidiaries and  the  persons  involved
     could be subject to substantial fines for each separate violation
     of the Nevada  Act at the  discretion of  the Nevada  Commission.
     Further, a supervisor could be appointed by the Nevada Commission
     to operate The  Mirage, Treasure Island,  the Golden Nugget,  the
     Golden  Nugget-Laughlin  and  Monte  Carlo  and,  under   certain
     circumstances,  earnings   generated  during   the   supervisor's
     appointment (except  for  the  reasonable  rental  value  of  the
     casino) could be  forfeited to the  State of Nevada.  Limitation,
     conditioning or  suspension of  the gaming  license of  a  Gaming
     Subsidiary  or  the  appointment  of  a  supervisor  could   (and
     revocation of  any  gaming license  would)  materially  adversely
affect the Registrant's gaming operations.                  

          Any beneficial holder of the Registrant's voting securities,
     regardless of the number of shares owned, may be required to file
     an application, be  investigated and  have his  suitability as  a
     beneficial  holder   of   the  Registrant's   voting   securities
     determined if the  Nevada Commission has  reason to believe  that
     such ownership would be  inconsistent with the declared  policies
     of the  State of  Nevada. The  applicant must  pay all  costs  of
     investigation  incurred  by  the  Nevada  Gaming  Authorities  in
conducting any such investigation.                          

          The Nevada Act requires any person who acquires more than 5%
     of a  Registered Corporation's  voting securities  to report  the
     acquisition to  the Nevada  Commission. The  Nevada Act  requires
     that  beneficial  owners  of  more  than  10%  of  a   Registered
     Corporation's voting securities  apply to  the Nevada  Commission
     for a finding of suitability within 30 days after the Chairman of

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     the Nevada Board  mails a written  notice requiring such  filing.
     Under certain  circumstances,  an  "institutional  investor,"  as
     defined in the Nevada Act, which acquires more than 10%, but  not
     more than 15%,  of a Registered  Corporation's voting  securities
     may apply to the Nevada Commission  for a waiver of such  finding
     of suitability requirement if  such institutional investor  holds
     the  voting   securities  for   investment  purposes   only.   An
     institutional  investor  shall  not  be  deemed  to  hold  voting
     securities for investment purposes  unless the voting  securities
     were acquired and are held in the ordinary course of business  as
     an institutional investor  and not  for the  purpose of  causing,
     directly or indirectly, the election of a majority of the members
     of the  board of  directors of  the Registered  Corporation,  any
     change in the corporate charter, bylaws, management, policies  or
     operations of the  Registered Corporation  or any  of its  gaming
     affiliates or any other action which the Nevada Commission  finds
     to be  inconsistent  with holding  the  Registered  Corporation's
     voting securities for investment purposes only. Activities  which
     are not deemed to be inconsistent with holding voting  securities
     for investment purposes only include:  (i) voting on all  matters
     voted  on  by  stockholders;  (ii)  making  financial  and  other
     inquiries of management of the  type normally made by  securities
     analysts for informational purposes and not to cause a change  in
     its management,  policies or  operations;  and (iii)  such  other
     activities  as  the  Nevada   Commission  may  determine  to   be
     consistent with such investment  intent.  The  City of Las  Vegas
     and the  Clark County  Board have  the authority  to approve  all
     persons owning  or  controlling  the  stock  of  any  corporation
     controlling a  gaming  licensee.   If  the beneficial  holder  of
     voting securities who  must be found  suitable is a  corporation,
     partnership or  trust,  it  must  submit  detailed  business  and
     financial information, including a list of beneficial owners. The
applicant is required to pay all costs of investigation.    

          Any person  who fails  or refuses to apply for a  finding of
     suitability or a license within 30 days after being ordered to do
     so by the Nevada Commission or  the Chairman of the Nevada  Board
     may be found unsuitable. The same restrictions apply to a  record
     owner if the record owner, after  request, fails to identify  the
     beneficial owner.  Any stockholder  found unsuitable  who  holds,
     directly or indirectly,  any beneficial ownership  of the  voting
     securities beyond such period of time as may be prescribed by the
     Nevada Commission  may  be  guilty of  a  criminal  offense.  The
     Registrant  is  subject  to  disciplinary  action  if,  after  it
     receives notice that a person is  unsuitable to be a  stockholder
     or to  have any  other relationship  with the  Registrant or  the
     Gaming Subsidiaries,  the Registrant:  (i) pays  such person  any
     dividend or interest  upon voting securities  of the  Registrant;
     (ii) allows such person to exercise, directly or indirectly,  any
     voting right conferred  through securities held  by that  person;
     (iii) pays remuneration in any form  to such person for  services
     rendered or otherwise; or (iv) fails to pursue all lawful efforts
     to require  such  person  to  relinquish  his  voting  securities
     including, if  necessary, the  immediate purchase  of the  voting
securities for cash at fair market value.                   

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          The Nevada Commission may, in  its discretion,  require  the
     holder of any debt security of  a Registered Corporation to  file
     applications, be investigated  and be found  suitable to own  the
     debt security if  it has reason  to believe  that such  ownership
     would be inconsistent with the declared policies of the State  of
     Nevada.  If  the Nevada Commission  determines that  a person  is
     unsuitable to own such security, then pursuant to the Nevada Act,
     the Registered Corporation can be sanctioned, including the  loss
     of its approvals,  if without the  prior approval  of the  Nevada
     Commission, it: (i) pays to  the unsuitable person any  dividend,
     interest or  any  distribution whatsoever;  (ii)  recognizes  any
     voting right by  such unsuitable person  in connection with  such
     securities; (iii) pays the unsuitable person remuneration in  any
     form; or (iv) makes any payment  to the unsuitable person by  way
     of principal,  redemption, conversion,  exchange, liquidation  or
similar transaction.                                        

          The  Registrant  is  required  to  maintain  a current stock
     ledger in  Nevada  which  may  be examined  by  the Nevada Gaming
     Authorities  at any time. If any securities are  held in trust by
     an agent  or nominee,  the  record  holder  may  be  required  to
     disclose  the identity  of   the  beneficial owner to the  Nevada
     Gaming  Authorities.   A  failure  to make such disclosure may be
     grounds for finding the record holder unsuitable.  The Registrant
     is  also required to render maximum assistance in determining the
     identity of the beneficial owner.  The Nevada  Commission has the
     power  to  require the  Registrant's stock  certificates  to bear
     a legend indicating that the securities are subject to the Nevada
     Act.  To date, the Nevada  Commission  has  not  imposed  such  a
requirement on the Registrant.                              

          The Registrant may  not  make  a   public  offering  of  its
     securities without the prior approval of the Nevada Commission if
     the securities or proceeds therefrom are  intended to be used  to
     construct, acquire or finance gaming  facilities in Nevada or  to
     retire or extend obligations incurred for such purposes.  On  May
     22, 1997,  the Nevada  Commission  granted the  Registrant  prior
     approval to  make public  offerings for  a period  of two  years,
     subject to certain  conditions (the  "Shelf Approval").  However,
     the Shelf Approval may be rescinded for good cause without  prior
     notice upon the issuance  of an interlocutory  stop order by  the
     Chairman of the Nevada Board and must be renewed biannually.  The
     Shelf Approval  also applies  to  any affiliated  company  wholly
     owned by  the Registrant  (an "Affiliate")  which is  a  publicly
     traded corporation or would become a publicly traded  corporation
     pursuant to a public offering.  The Shelf Approval also  includes
     approval for the  Gaming Subsidiaries to  guarantee any  security
     issued by, or to hypothecate their  assets to secure the  payment
     or performance of any obligations issued by, the Registrant or an
     Affiliate in  a public  offering under  the Shelf  Approval.  The
     Shelf Approval does not  constitute a finding, recommendation  or
     approval by the Nevada Commission or  the Nevada Board as to  the
     accuracy or adequacy of the  prospectus or the investment  merits
     of the securities offered. Any representation to the contrary  is
unlawful.                                                   

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          Changes  in  control of   the  Registrant   through  merger,
     consolidation,  stock  or   asset  acquisitions,  management   or
     consulting agreements or any act or  conduct by a person  whereby
     he obtains control may  not occur without  the prior approval  of
     the Nevada Commission. Entities seeking  to acquire control of  a
     Registered Corporation must satisfy  the Nevada Board and  Nevada
     Commission with respect to a variety of stringent standards prior
     to assuming control  of such Registered  Corporation. The  Nevada
     Commission may also  require controlling stockholders,  officers,
     directors and  other persons  having a  material relationship  or
     involvement with the  entity proposing to  acquire control to  be
     investigated  and  licensed  as  part  of  the  approval  process
relating to the transaction.                                

          The Nevada Legislature  has  declared  that  some  corporate
     acquisitions  opposed  by   management,  repurchases  of   voting
     securities  and  corporate  defensive  tactics  affecting  Nevada
     corporate gaming licensees, and Registered Corporations that  are
     affiliated with those operations, may be injurious to stable  and
     productive  corporate   gaming.   The   Nevada   Commission   has
     established a  regulatory scheme  to ameliorate  the  potentially
     adverse effects of these business practices upon Nevada's  gaming
     industry and  to  further  Nevada's policy  to:  (i)  assure  the
     financial stability  of  corporate  gaming  licensees  and  their
     affiliates; (ii) preserve  the beneficial  aspects of  conducting
     business in  the  corporate form;  and  (iii) promote  a  neutral
     environment for  the  orderly governance  of  corporate  affairs.
     Approvals are, in certain circumstances, required from the Nevada
     Commission before the Registered Corporation can make exceptional
     repurchases of voting securities  above the current market  price
     thereof and before a corporate acquisition opposed by  management
     can be consummated. The Nevada  Act also requires prior  approval
     of  a  plan  of  recapitalization  proposed  by  the   Registered
     Corporation's board of  directors in response  to a tender  offer
     made directly to  the Registered  Corporation's stockholders  for
   the purpose of acquiring control of the Registered Corporation.

          License  fees and  taxes, computed in various ways depending
     on the type of gaming or activity involved,  are payable  to  the
     State of Nevada and to Clark County and the City of Las Vegas, in
     which the Gaming  Subsidiaries'  respective operations  are  con-
     ducted.  Depending upon the particular fee or tax involved, these
     fees  and taxes  are payable  monthly, quarterly or  annually and
     are  based upon: (i) a percentage of the gross revenues received;
     (ii)  the number of gaming devices operated; or  (iii) the number
     of  table games operated. A casino entertainment tax is also paid
     by  casino   operations   where  entertainment  is  furnished  in
     connection  with the  serving  of   food  or refreshments  or the
     selling   of merchandise.   Nevada licensees  that  hold a  manu-
     facturer's  or  distributor's  license,  such  as  GNMC, also pay
certain fees to the State of Nevada.                        

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          Any  person  who  is  licensed, required  to   be  licensed,
     registered, required to be registered or is under common  control
     with such persons (collectively,  "Licensees"), and who  proposes
     to become  involved in  a gaming  venture outside  of Nevada,  is
     required  to  deposit  with  the  Nevada  Board,  and  thereafter
     maintain, a revolving fund  in the amount of  $10,000 to pay  the
     expenses  of   investigation  by   the   Nevada  Board   of   its
     participation in  such  foreign  gaming. The  revolving  fund  is
     subject to increase or decrease at  the discretion of the  Nevada
     Commission. Thereafter,  Licensees are  required to  comply  with
     certain  reporting  requirements  imposed  by  the  Nevada   Act.
     Licensees are also subject to  disciplinary action by the  Nevada
     Commission if  they knowingly  violate any  laws of  the  foreign
     jurisdiction pertaining to the foreign gaming operation, fail  to
     conduct the  foreign  gaming  operation in  accordance  with  the
     standards of  honesty and  integrity  required of  Nevada  gaming
     operations, engage in activities that are harmful to the State of
     Nevada or its ability to collect gaming taxes and fees or  employ
     a person in the foreign operation  who has been denied a  license
     or finding of  suitability in Nevada  on the  ground of  personal
unsuitability.                                              

          The sale  of alcoholic  beverages  at The  Mirage,  Treasure
     Island, the Golden Nugget-Laughlin and Monte Carlo, and the  sale
     of alcoholic  beverages  at the  Golden  Nugget, are  subject  to
     licensing, control and regulation by  the Clark County Board  and
     the City of Las Vegas,  respectively. All licenses are  revocable
     and are not transferable. The  agencies involved have full  power
     to limit, condition, suspend or revoke any such license, and  any
     such disciplinary  action could  (and  revocation would)  have  a
     material  adverse  effect  on   the  operations  of  the   Gaming
Subsidiaries.                                               

MISSISSIPPI                                       

          The ownership and operation of  casino gaming  facilities in
     Mississippi are subject to the Mississippi Gaming Control Act and
     the  regulations   promulgated  thereunder   (collectively,   the
     "Mississippi  Act").     The   Registrant's  Mississippi   gaming
     operations will  be  subject  to  the  licensing  and  regulatory
     control of the  Mississippi Gaming  Commission (the  "Mississippi
Commission").                                               

          The laws, regulations  and  supervisory  procedures  of  the
     Mississippi Commission  are  based upon  declarations  of  public
     policy which are concerned with, among other things:  (i) keeping
     gaming  free  of  criminal  and  corruptive  elements  and   (ii)
     maintaining public confidence  and trust  in gaming  by means  of
     strict  regulation   of   all  persons,   locations,   practices,
     associations and activity  related to the  operation of  licensed
     gaming establishments  and  the manufacture  or  distribution  of
     gambling devices and equipment.  Change in such laws, regulations
     and procedures could have an  adverse effect on the  Registrant's
Mississippi gaming operations.                              

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          Beau  Rivage Resorts,  Inc.  ("Beau  Rivage  Resorts"),  the
     Registrant's indirect subsidiary that  will own and operate  Beau
     Rivage, is required to be licensed by the Mississippi Commission.
     The gaming  license requires  the periodic  payment of  fees  and
     taxes and  is  not  transferable.    GNLV  is  registered  as  an
     intermediary company and has been found suitable to own the stock
     of Beau  Rivage Resorts.   The  Registrant is  registered by  the
     Mississippi  Commission  as  a  publicly  traded  corporation  (a
     "Registered Corporation") and has been found suitable to own  the
stock of GNLV under the Mississippi Act.                    

          As a  Registered Corporation,   the Registrant  is  required
     periodically to submit detailed  financial and operating  reports
     to the Mississippi Commission  and furnish any other  information
     which the  Mississippi Commission  may require.   No  person  may
     become a stockholder  of, or  receive any  percentage of  profits
     from, Beau Rivage Resorts  without first obtaining approval  from
     the Mississippi Commission.  The Registrant, GNLV and Beau Rivage
     Resorts have obtained from the Mississippi Commission the various
     registrations, findings of suitability  and licenses required  in
     order to  engage in  gaming activities  in Mississippi;  however,
     Beau Rivage is  under construction,  and the  final approvals  to
     open the casino must be obtained from the Mississippi  Commission
     as well as other state and local governmental entities.  Although
     the Registrant expects  to obtain such  approvals in due  course,
     failure to receive such approvals  would have a material  adverse
effect on the Registrant's Mississippi gaming operations.   

          All  gaming  devices that  are manufactured, sold or distri-
     buted for use or play in Mississippi, or for distribution outside
     of  Mississippi, must be  manufactured  by licensed manufacturers
     and distributed or sold by  licensed  distributors.    All gaming
     devices  manufactured  for  use  or  play in  Mississippi must be
     approved  by  the Mississippi Commission  before distribution  or
     exposure   for  play.    The  approval process for gaming devices
     includes   rigorous  testing  by  the  staff  of  the Mississippi
     Commission, a  field trial  and a determination as to whether the
     gaming  device  meets  strict  technical  standards  that are set
     forth   in   the   regulations  of  the Mississippi   Commission.
     Associated   equipment  must be administratively approved by  the
     Executive  Director  of  the Mississippi Commission  before it is
distributed for use in Mississippi.                         

          The  Mississippi  Commission may  investigate any individual
     who has a material relationship to, or material involvement with,
     the Registrant, GNLV or Beau Rivage Resorts in order to determine
     whether such individual is  suitable or should  be licensed as  a
     business associate of a gaming licensee.  Officers, directors and
     certain  key  employees   of  Beau  Rivage   Resorts  must   file
     applications with the Mississippi Commission and may be  required
     to be licensed or  found suitable.   Officers, directors and  key
     employees of  GNLV  and  the  Registrant  who  are  actively  and
     directly involved in gaming activities of Beau Rivage Resorts may
     be required to be licensed or  found suitable by the  Mississippi
     Commission.  The Mississippi  Commission may deny an  application

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     for licensing for any cause which it deems reasonable.  A finding
     of suitability  is  comparable  to licensing,  and  both  require
     submission  of  detailed   personal  and  financial   information
     followed  by  a  thorough  investigation.    The  applicant   for
     licensing or a finding of suitability  must pay all the costs  of
     the  investigation.    Changes  in  approval  positions  must  be
     reported to the  Mississippi Commission, and  in addition to  its
     authority to deny an application for a finding of suitability  or
     licensure,  the  Mississippi   Commission  has  jurisdiction   to
disapprove a change in a corporate position.                

          If the Mississippi  Commission  were  to  find  an  officer,
     director or key employee  unsuitable for licensing or  unsuitable
     to continue having  a relationship with  the Registrant, GNLV  or
     Beau Rivage Resorts, the companies  involved would have to  sever
     all relationships with such person.  In addition, the Mississippi
     Commission may  require  the  Registrant,  GNLV  or  Beau  Rivage
     Resorts to terminate the employment of any person who refuses  to
     file appropriate applications.   Determinations  of   suitability
     or of  questions   pertaining to  licensing  are not  subject  to
judicial review in Mississippi.                             

          In addition to the Registrant, GNLV and Beau  Rivage Resorts
     are required to submit  detailed financial and operating  reports
     to the  Mississippi Commission.   All  material loans,  sales  of
     securities and  similar financing  transactions entered  into  by
     Beau Rivage  Resorts  must be  reported  to or  approved  by  the
Mississippi Commission.                                     

          If it were determined  that the Mississippi Act was violated
     by Beau Rivage Resorts, the license it  holds could  be  limited,
     conditioned, suspended  or revoked,  subject to  compliance  with
     certain statutory and  regulatory procedures.   In addition,  the
     Registrant, GNLV, Beau  Rivage Resorts and  the persons  involved
     could be subject to substantial fines for each separate violation
     of the  Mississippi  Act at  the  discretion of  the  Mississippi
     Commission.  Limitation, conditioning or suspension of the gaming
     license of  Beau  Rivage Resorts  could  (and revocation  of  the
     gaming   license   would)   materially   adversely   affect   the
Registrant's Mississippi gaming operations.                 

          Any beneficial holder of the Registrant's voting securities,
     regardless of the number of shares owned, may be required to file
     an application, be  investigated and  have his  suitability as  a
     beneficial  holder   of   the  Registrant's   voting   securities
     determined if the  Mississippi Commission has  reason to  believe
     that such  ownership  would  be inconsistent  with  the  declared
     policies of the State of Mississippi.  The applicant must pay all
     costs of investigation incurred by the Mississippi Commission  in
conducting any such investigation.                          

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          The  Mississippi  Act  requires any person who acquires more
     than 5% of a Registered Corporation's voting securities to report
     the acquisition to the Mississippi  Commission.   The Mississippi
     Act  requires  that  beneficial  owners  of  more  than  10% of a
     Registered   Corporation's   voting   securities  apply   to  the
     Mississippi  Commission  for  a  finding of suitability within 30
     days after the Executive Director of  the Mississippi  Commission
requests such filing.                                       

          Any person who fails or refuses  to apply  for a  finding of
     suitability or a license within 30 days after being ordered to do
     so by the Mississippi Commission or the Executive Director of the
     Mississippi Commission  may  be  found   unsuitable.    The  same
     restrictions apply to a record owner  if the record owner,  after
     request, fails to identify the beneficial owner.  Any stockholder
     found  unsuitable  who   holds,  directly   or  indirectly,   any
     beneficial ownership of the voting securities beyond such  period
     of time as may be prescribed by the Mississippi Commission may be
guilty of a criminal offense.                               

          The  Mississippi Commission  may, in its discretion, require
     the  holder  of any debt security of  a Registered Corporation to
     file applications, be investigated  and be found  suitable to own
     the  debt security if it  determines that such  requirement is in
the public interest.                                        

          The  Registrant  is  required to  maintain  a  current stock
     ledger in  Mississippi which  may  be examined by the Mississippi
     Commission at any time.  If  any securities are held in trust  by
     an agent  or  nominee,  the record  holder  may  be  required  to
     disclose the identity of the beneficial owner to the  Mississippi
     Commission.  A failure to make such disclosure may be grounds for
     finding the record  holder unsuitable.   The  Registrant is  also
     required to render maximum assistance in determining the identity
     of the  beneficial owner.   The  Mississippi Commission  has  the
     power to require  the Registrant's stock  certificates to bear  a
     legend  indicating  that  the  securities  are  subject  to   the
     Mississippi Act; however, the  Mississippi Commission has in  the
past routinely waived such requirement.                     

          The Registrant  may  not  make  a  public  offering  of  its
     securities  without  the  prior   approval  of  the   Mississippi
     Commission if the securities  or proceeds therefrom are  intended
     to be used to construct, acquire or finance gaming facilities  in
     Mississippi or to retire or extend obligations incurred for  such
     purposes.  On  May 29, 1997,  the Mississippi Commission  granted
     the Registrant  prior approval  to make  public offerings  for  a
     period  of  one   year,  subject  to   certain  conditions   (the
     "Mississippi Shelf Approval").   However,  the Mississippi  Shelf
     Approval may be  rescinded for  good cause  without prior  notice
     upon the issuance of  a stop order by  the Executive Director  of
     the Mississippi Commission.  The Mississippi Shelf Approval  does
     not constitute  a  finding,  recommendation or  approval  by  the
     Mississippi Commission  as to  the accuracy  or adequacy  of  the
     prospectus or the  investment merits of  the securities  offered.

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     Any representation to the contrary  is unlawful.  The  Registrant
     intends to file  an application  for renewal  of the  Mississippi
     Shelf Approval, which  it anticipates will  be considered by  the
Mississippi Commission in May 1998.                         

          Changes in  control  of   the  Registrant   through  merger,
     consolidation,  stock  or   asset  acquisitions,  management   or
     consulting agreements or any act or  conduct by a person  whereby
     he obtains control may  not occur without  the prior approval  of
     the Mississippi Commission.  Entities seeking to acquire  control
     of  a  Registered  Corporation   must  satisfy  the   Mississippi
     Commission with respect to a variety of stringent standards prior
     to  assuming  control  of  such  Registered  Corporation.     The
     Mississippi Commission may also require controlling stockholders,
     officers,  directors  and   other  persons   having  a   material
     relationship or involvement with the entity proposing to  acquire
     control to be investigated and licensed  as part of the  approval
process relating to the transaction.                        

          The Mississippi Legislature has declared that some corporate
     acquisitions  opposed  by   management,  repurchases  of   voting
     securities and corporate defensive tactics affecting  Mississippi
     corporate gaming licensees, and Registered Corporations that  are
     affiliated with those operations, may be injurious to stable  and
     productive   corporate gaming.   The  Mississippi Commission  has
     established a  regulatory scheme  to ameliorate  the  potentially
     adverse effects of  these business  practices upon  Mississippi's
     gaming industry  and to  further Mississippi's  policy to:    (i)
     assure the financial stability of corporate gaming licensees  and
     their affiliates;    (ii)   preserve  the beneficial  aspects  of
     conducting business  in the corporate  form; and (iii) promote  a
     neutral environment  for the  orderly  governance of    corporate
     affairs.  Approvals are,  in   certain  circumstances,   required
     from     the  Mississippi   Commission  before   the   Registered
     Corporation can make exceptional repurchases of voting securities
     above the current  market price  thereof and  before a  corporate
     acquisition opposed  by  management  can  be  consummated.    The
     Mississippi Act  also  requires  prior  approval  of  a  plan  of
     recapitalization proposed by  the Registered Corporation's  board
     of directors in response to a  tender offer made directly to  the
     Registered  Corporation's   stockholders  for   the  purpose   of
acquiring control of the Registered Corporation.            

          License  fees and taxes,  computed in various ways depending
     on  the type  of gaming  or activity involved, are payable to the
     State  of  Mississippi,  and to  the City  of Biloxi,  where Beau
     Rivage Resorts' operations  will  be  conducted.  Depending  upon
     the  particular  fee  or  tax  involved, these fees and taxes are
     payable  monthly,  quarterly  or  annually  and are  based  upon:
     (i) a percentage of the gross revenues received; (ii)  the number
     of gaming devices  operated; or (iii) the number of  table  games
operated.                                                   

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          Any  person  who  is   licensed, required  to   be licensed,
     registered, required to be registered or is under common  control
     with such persons (collectively,  "Licensees"), and who  proposes
     to become involved in a gaming venture outside of Mississippi, is
     required to receive  the approval of  the Mississippi  Commission
     with  respect  to  foreign  gaming  activities  undertaken  after
     licensure.  Licensees are also subject to disciplinary action  by
     the Mississippi Commission if they knowingly violate any laws  of
     the  foreign  jurisdiction  pertaining  to  the  foreign   gaming
     operation, fail  to  conduct  the  foreign  gaming  operation  in
     accordance with the standards  of honesty and integrity  required
     of Mississippi gaming operations,  engage in activities that  are
     harmful to the  State of Mississippi  or its  ability to  collect
     gaming taxes and fees or employ a person in the foreign operation
     who has  been  denied a  license  or finding  of  suitability  in
Mississippi on the ground of personal unsuitability.        

          The  sale of alcoholic beverages at Beau Rivage will be sub-
     ject  to licensing, control  and  regulation  by  the Mississippi
     State Tax  Commission (the "Tax  Commission").  All  licenses are
     revocable and are not transferable.  The  Tax Commission has full
     power  to limit, condition,  suspend  or revoke any such license,
     and  any such disciplinary  action could  (and  revocation would)
     have  a  material adverse effect on the operations of Beau Rivage
Resorts.                                                    

CERTAIN FORWARD-LOOKING STATEMENTS                          

          Certain information included in  this  Form 10-K  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).                                     

ITEM 2.  PROPERTIES                                         

          The  Mirage  and Treasure Island share an approximately 100-
acre site owned by the Company.                             

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           The  Golden  Nugget  occupies approximately seven and  one-
     half  acres.  The  improvements  and  approximately  90%  of  the
     underlying   land   are  owned  by  the Company.   The  remaining
     land  is  held  under  three  separate  ground leases that expire
     (giving   effect   to  renewal  options)  on dates  ranging  from
2025 to 2046.                                               

          The  Golden  Nugget-Laughlin,  including  approximately  two
     acres  underlying  the   motel   in   Bullhead   City,   Arizona,
     occupies  an  aggregate  of  approximately  15-1/2 acres. All  of
the property is owned by the Company.                       

          The  Bellagio  site  comprises approximately 120 acres,  all
     of    which  is owned by the Company except  for  one  acre  held
     under  a  ground  lease  that  expires (giving  effect to renewal
options) in 2073.                                           

          Monte  Carlo   occupies  approximately  46  acres  owned  by
     Victoria   Partners.    At   March 1,   1998,  Monte   Carlo  was
     subject   to   aggregate   encumbrances   approximating     $99.2
million.                                                    

          The   Company  owns  approximately 850 contiguous  acres  of
     land  in  North Las  Vegas,  including  240  acres   occupied  by
Shadow Creek.                                               

          The  Beau  Rivage  site comprises approximately 23 acres  in
     Biloxi, Mississippi owned  by  the  Company.    The Company  also
     owns  several  other   parcels  of  land  in   the  Biloxi  area,
     including    approximately   508   acres    for   the   potential
development of a world-class 18-hole golf course.           

          The  Company  owns  approximately  180 acres (125  acres  of
     which  are developable) in the  Marina  area  of  Atlantic  City,
     New  Jersey.    The  Company  is  designing  a major  new  hotel-
     casino resort which it currently  intends  to  construct  on  the
Marina Site.                                                

          The  Company  also owns or leases various other improved and
     unimproved  property in Las  Vegas,  Atlantic  City   and   other
     locations     in    the   United   States  and  certain   foreign
     countries.   The  book  value  of such property at  March 1, 1998
was approximately $121 million.                             

ITEM 3.  LEGAL PROCEEDINGS                                  

          On  February  2,  1998, Boyd filed a complaint  against  the
     Company  in Superior Court for Atlantic County, New  Jersey.  The
     complaint alleges that the Company's January 1998 termination  of
     the  May 29, 1996 joint  venture  agreement between  the  Company
     and Boyd relating to the  development, ownership and operation of
     a hotel-casino on the Marina Site was  improper.    The complaint
     alleges, among other  counts, breach   of   contract,  breach  of
     fiduciary  duty,  breach  of  implied  covenant of good faith and
     fair dealing,  fraud  and  concealment,  and  seeks,  among other
     relief,  unspecified  compensatory and punitive damages, specific
     performance  and  imposition  of  a  constructive  trust  for the
benefit of Boyd.                                            
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          On  February  4, 1998, the Company  filed  a  complaint  for
     declaratory  relief  against  Circus  in District Court for Clark
     County, Nevada (the "Nevada Action").    The  complaint  seeks  a
     judgment declaring that the May 30, 1996  agreement  between  the
     Company  and  Circus relating to the  sale  of  a  portion of the
     Marina Site  to Circus is of no further  force   and  effect.  On
     February 13, 1998, Circus filed a complaint  against  the Company
     in  Superior  Court  for  Atlantic  County,  New Jersey (the "New
     Jersey Action").  The complaint  alleges  that the Company's ter-
     mination  of the  May 30, 1996 agreement between  the Company and
     Circus was improper.  The complaint alleges,  among other counts,
     breach of contract, breach  of fiduciary  duty, breach of express
     and implied covenants  of good faith and fair dealing,  fraud and
     misrepresentation and  unjust   enrichment,   and  seeks,   among
     other relief,  unspecified  compensatory  and  punitive  damages,
     specific  performance and imposition of a constructive trust  for
     the  benefit  of Circus.  On March 4, 1998, the Company  filed  a
     motion to  dismiss or stay the New Jersey Action and Circus filed
a motion to dismiss or stay the Nevada Action.              

          The  Company  has  been  discussing  the  terms  of possible
     new agreements with Boyd and Circus relating to the  Marina  Site
     and termination  of the existing litigation, but  there can be no
assurance that any such agreement will be reached.          

          On  April  26, 1994,  a  complaint in a class action lawsuit
     was filed  in the  United States  District Court  for the  Middle
     District  of  Florida against 41 manufacturers, distributors  and
     casino  operators of video poker  and  electronic  slot machines,
     including  the  Company.   On  May  10,  1994,  a complaint in  a
     class action  lawsuit alleging substantially identical claims was
     filed  by  another  plaintiff   in  the  same  court  against  48
     defendants, including  the  Company.   On September  26,  1995, a
     complaint  in  a  class  action  lawsuit  alleging  substantially
     identical claims  was filed by a third plaintiff  in  the  United
     States  District  Court  for   the  District  of  Nevada  against
     45 defendants,  including  the Company.    The  three  cases have
     been  consolidated  in the United  States  District Court for the
     District  of  Nevada.    The  consolidated complaint alleges that
     the  defendants  have  engaged  in  a  course  of  fraudulent and
     misleading  conduct intended  to induce  persons  to  play  video
     poker and  electronic slot machines by collectively misrepresent-
     ing how the  gaming machines  operate, as  well as  the extent to
     which there  is  an  opportunity to win.  The  complaint  alleges
     violations of the Racketeer Influenced and Corrupt  Organizations
     Act, as well as claims of common law fraud, unjust enrichment and
     negligent  misrepresentation, and  seeks unspecified compensatory
     and punitive damages.  In  December 1997,  the  court  granted in
     part and denied  in  part  the defendants' motions to dismiss the
     complaint   for   failure  to   state  a   claim  and ordered the
     plaintiffs  to file  an amended  complaint,  which  was filed  in
     January  1998.    The  defendants filed  an answer to the amended
     complaint in February  1998.  Management believes that the claims
     against the  Company  are without  merit  and intends to continue
to defend the case vigorously.                              

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          On December 12, 1997,  the trustee of the bankruptcy  estate
     of Ken Mizuno ("Mizuno") filed a complaint against the Company in
     the United  States  Bankruptcy Court for the Central  District of
     California,  which was  amended in February  1998.   The  amended
     complaint  alleges  that  Mizuno,  a Japanese national and former
     casino  customer  of  the  Company,  repaid  various debts to the
     Company's  casinos  prior to the  commencement  of Mizuno's bank-
     ruptcy case in 1992 for which  Mizuno was not legally  liable and
     which  were  not  legally  collectible  under Japanese law.   The
     amended complaint alleges that such repayments constituted fraud-
     ulent transfers  under federal and state law and seeks to require
     the  Company to pay the value of the  transfers,  aggregating not
     less than  $61,418,250,  together  with interest  thereon, to the
     bankruptcy  trustee.   The case is in the early  discovery stage.
     Management  believes that the Company has meritorious defenses to
     the  claims  of  the  trustee and  intends  to  defend  the  case
vigorously.                                                 

          The  Company  (including   its   subsidiaries)  is   also  a
     defendant  in various  other lawsuits,  most of  which relate  to
     routine  matters incidental to its business. Management  does not
     believe  that  the  outcome  of such pending litigation,  in  the
  aggregate, will have a material adverse effect on the Company.

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

          There  were  no  matters  submitted  to  a  vote of security
holders during the fourth quarter of 1997.                  

     PART II

     ITEM 5.  MARKET  FOR REGISTRANT'S   COMMON  EQUITY   AND  RELATED
STOCKHOLDER MATTERS                       

          The  Company's  common  stock  is  traded on  the  New  York
     Stock Exchange and  the Pacific  Exchange under  the  symbol MIR.
     The  following table sets forth, for the calendar quarters  indi-
     cated, the  high  and low  sale prices of the common stock on the
New York Stock Exchange Composite Tape.                     

                                                                · Download Table

                                1997                1996      
                          ----------------    ----------------
                            HIGH     LOW        HIGH     LOW  
                          -------  -------    -------  -------
                                                              
First quarter............ $25 7/8  $21 1/8    $24      $16 5/8
Second quarter...........  25 7/8   19 7/8     29 5/8   22    
Third quarter............  30 3/8   23 3/4     27 1/4   18 3/4
Fourth quarter...........  30 1/8   20 1/2     27 1/2   20 3/8

          There  were  approximately  13,100  record  holders  of  the
Company's common stock as of March 27, 1998.                

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          The  Company  paid no  dividends in 1997 or 1996.   Refer to
     Exhibit 10(pp)  to  this  Form  10-K, and  Note  4  of  Notes  to
     Consolidated Financial Statements referred to in Item 14(a)(1) of
     this Form 10-K, for  information concerning a covenant  contained
     in the  Company's bank  credit agreement  restricting the ability
     of the Company to  pay cash  dividends on  its common stock prior
to the opening of Bellagio.                                 

ITEM 6.  SELECTED FINANCIAL DATA                            

                                                        · Enlarge/Download Table


                                                 YEAR ENDED DECEMBER 31                
                                  ---------------------------------------------------- 
                                    1997     1996 (a)     1995       1994     1993 (b) 
                                  --------   --------   --------   --------   -------- 
                                         (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)       
                                                                                       
OPERATING RESULTS                                                                      
  Gross revenues................. $1,546.0   $1,496.3   $1,453.7   $1,370.9   $1,053.4 
  Promotional allowances.........   (127.4)    (128.8)    (123.0)    (116.7)    (100.1)
  Net revenues...................  1,418.6    1,367.5    1,330.7    1,254.2      953.3 
  Operating income...............    326.0      312.7      284.1      237.8      131.7 
  Income before extraordinary                                                          
    item (c).....................    209.8      206.0      169.9      124.7       48.1 
  Net income.....................    207.6      206.0      163.2      114.3       29.2 
  Income per share before                                                              
    extraordinary item (c)                                                             
      Basic...................... $   1.17   $   1.13   $   0.93   $   0.69   $   0.31 
      Diluted.................... $   1.09   $   1.05   $   0.88   $   0.66   $   0.29 
  Net income per share                                                                 
      Basic...................... $   1.16   $   1.13   $   0.89   $   0.63   $   0.19 
      Diluted.................... $   1.08   $   1.05   $   0.85   $   0.60   $   0.18 

OTHER DATA                                                                             
  Interest expense, net of                                                             
    amounts capitalized.......... $    7.7   $    6.8   $   23.2   $   44.2   $   63.5 
  Net cash provided by                                                                 
    operating activities.........    291.3      331.9      327.0      286.8      208.9 
  Capital expenditures...........  1,058.9      407.3      183.0       71.9      432.4 

YEAR-END STATUS                                                                        
  Construction in progress....... $1,261.1   $  355.9   $   84.5   $   25.3   $   24.7 
  Total assets...................  3,347.4    2,143.5    1,791.7    1,641.4    1,705.3 
  Long-term debt, net of                                                               
    current maturities...........  1,396.7      468.1      248.5      359.6      535.0 
  Stockholders' equity (d).......  1,512.5    1,290.9    1,209.3    1,030.9      910.9 
  Shares outstanding.............    179.4      178.3      183.3      182.0      181.2 

----------                                              
(a)  Monte Carlo opened on June 21, 1996.               
(b)  Treasure Island opened on October 26, 1993.        
      (c)  Before extraordinary losses on early retirements of debt.
      (d)  The Company paid no dividends during the five-year period
ended December 31, 1997.                      

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     ITEM 7.  MANAGEMENT'S  DISCUSSION   AND   ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS       

RESULTS OF OPERATIONS                                       

          The  Company   achieved  record  earnings in  1997.   Income
     before extraordinary item  of $209.8  million  ($1.09  per share)
     surpassed  the  previous records  of  $206.0  million ($1.05  per
     share)  and  $169.9 million  ($0.88  per  share) attained in 1996
and 1995, respectively.                                     

          Net  revenues   grew  by $51.0  million, or 4%,  over  1996.
     Casino revenues increased 4%, principally due to  a 14%  increase
     in  baccarat play at The Mirage  combined  with  a  significantly
     higher win  percentage.   This   offset  slight  declines in slot
     revenues and activity at table games  other than  baccarat, which
     management attributes to increases in competition.   The Company-
     wide table games  win percentage was 21.5% in 1997, compared with
     19.3%  in 1996 and 20.2%  in  1995.   During  1997,  the  Company
     also  benefited   from   an  additional  $20.3  million  earnings
     contribution  from  Monte Carlo, reflecting  that resort's  first
full year of operation.                                     

          The  increase  in baccarat  play  during 1997  was  achieved
     notwithstanding  the  economic  and currency declines in  certain
     countries   in  the  Far  East,  which  occurred  principally  in
     the  second half of 1997.  Baccarat  is  the game  of  choice  of
     V.I.P. customers from  the  Far  East.    Baccarat  revenues  are
     traditionally volatile, and short-term  swings  in  the  level of
     play are  common.   Nevertheless, management expects the level of
     baccarat play during 1998 to be  significantly lower than in 1997
due to the Far East declines.                               

          Monte  Carlo  opened on  June 21,  1996, and reported  gross
     revenues of $262.8 million and operating income of $69.1  million
     during 1997, its first full  year of operation.   During slightly
     over six months of operation in  1996,  the new  resort generated
     gross revenues of $147.3 million  and operating  profit, before a
     one-time  charge  for  preopening  costs  of  $11.2  million,  of
     $38.5  million.   After  deducting  net  interest  expense,  this
     unconsolidated  joint  venture  contributed  $29.6 million to the
     Company's pre-tax  earnings in   1997, versus $9.3 million ($14.9
     million   before  preopening  costs)  for  the  partial  year  of
operation during 1996.                                      

          Siegfried  &  Roy  at The  Mirage  and Mystere  at  Treasure
     Island  continue to be two  of  the  most  successful  theatrical
     productions in history.  During  1997,  both  productions  played
     to near  full capacity, at a combined average  ticket price  that
     was  approximately  7%   higher  than  in  1996.  Principally due
     to the  success  of  these  two  productions,  net  entertainment
     revenues grew by $3.4 million, or  4%,  over 1996.  The Company's
     other  non-casino  revenues were down by a combined 1%, resulting
     in a slight decline in total net non-casino revenues.    In 1997,
     net non-casino revenues accounted for 44%  of the Company's total
     net revenues, excluding Monte Carlo.    This compares with 45% in
1996 and 41% in 1995.                                       

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          The  growth  in  the  Company's  earnings  during  1997  was
     achieved  despite  a  significant increase in mid-market competi-
     tion.    According  to  the  Las  Vegas  Convention  and Visitors
     Authority, the  number of  total available  guest room nights  in
     Las Vegas increased  by  approximately 11% in  1997 versus  1996,
     while  total  occupied  room  nights  rose  by approximately  6%.
     As   a  result,  city-wide  room  occupancy  declined  to  86.4%,
versus 90.4%.                                               

          The Company  was less  affected during 1997 than much of its
     competition.     Company-wide   standard   guest  room  occupancy
     remained high (98.0%, versus 98.8% in 1996 and 98.3% in 1995) and
     the average standard room rate at the  Company's Las Vegas hotels
     rose slightly to $93, compared to  $92  in  1996 and $82 in 1995.
     However,  competition,  particularly  in  the mid-market segment,
     remains   high.    Management anticipates  continued  pressure on
     hotel occupancy  and  room rates  during  1998.    The  growth in
     the number  of  available  guest  room  nights  in 1998, however,
     is  anticipated  to  be  less  than  it was in 1997 and less than
it is expected to be in 1999.                               

          Construction  disruptions   also   impacted  the   Company's
     earnings during 1997.  At Treasure Island, a luxurious new  hotel
     lobby  was completed in early August, a  new retail outlet opened
     in  September and a new  Italian  restaurant opened  in December.
     The  Company also  completed the  refurbishment of 1,382 standard
     guest rooms at the Golden Nugget in downtown Las Vegas, resulting
     in approximately  3% fewer  available room nights at the facility
     during 1997  than in  1996.    This reduction  in available  room
     inventory  and the lower  occupancy  levels, as partially  offset
     by  slightly  higher  room  rates, resulted  in a 2%  decline  in
Company-wide net room revenues.                             

          During  1996,  the  Company's  net revenues excluding  Monte
     Carlo  grew  by $27.5 million over 1995.  Non-casino revenues net
     of  promotional allowances increased by 10%, reflecting growth in
     revenue contribution from all departments.    Net  room  revenues
     increased by 15% in  1996.   A  $50 million program was completed
     in  August  1995  to  substantially  upgrade  the  quality of The
     Mirage's guest rooms.  A smaller guest room refurbishment project
     was also  completed in  1995  at  the   Golden  Nugget-Las Vegas.
     Completion of  these  two projects  resulted in approximately  4%
     more available  room nights  in 1996 than 1995, and the resultant
     higher  quality of its guest rooms allowed the Company to achieve
     a 12% increase in the average standard room rate at its Las Vegas
     hotels.   The increase in the average room rate, in  turn, helped
     the  Company realize  an increase  in the  gross  margin  on room
revenues.                                                   

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          Net  entertainment  revenues in  1996 grew  by $6.4 million,
     or  8%,  over  1995.   Similar to 1997, the remarkable success of
     Siegfried & Roy and Mystere  was the  major contributor  to  this
     growth.    During  1996,  both productions  played to  near  full
     capacity, at a combined average ticket price that  was 7%  higher
     than in 1995.  The increase in the average ticket price  resulted
     in  an  improvement  in  gross  margins  and profitability.   Net
     food  and  beverage  and retail  revenues  were  also  solid con-
tributors, increasing 9% and 5%, respectively, over 1995.   

          The  growth  in  operating  results  in  1996  was  achieved
     despite  a  7%  decline  in  table  games  revenues  caused  by a
     reduction  in  both the level of play and the win  percentage for
     baccarat.    Excluding  baccarat,  table  games revenues  in 1996
     increased by 3% over 1995.    Slot  revenues increased by 1% over
1995.                                                       

OTHER FACTORS AFFECTING EARNINGS                            

          In  response to  the increased  competitive pressures in the
     Las  Vegas market and in preparation for the opening of Bellagio,
     the  Company heightened its  marketing  and  promotional  efforts
     during 1997.  The costs associated  with these additional efforts
     caused  the  8% increase  in  casino costs  and  expenses and the
     small  decline  in  the  operating margin at the Company's wholly
owned facilities.                                           

          Following an  $8.5 million  decline in  1996, the  Company's
     provision  for losses  on receivables  increased by $4.7  million
     during  1997.    This increase primarily reflects  the growth  in
     table  games revenues and in particular the  level of table games
     credit  play.    The decline in 1996 is attributable to favorable
     collection  experience, as  well  as a  reduction in the level of
     table games credit play.  The provision for losses on receivables
     was  approximately  5%  of  total  table  games revenues in 1997,
compared with approximately 4% in 1996 and 6% in 1995.      

          The  enhancement projects  completed during 1997 at Treasure
     Island  began in November 1996.    The  construction  had  little
     impact  on  operating  results  during  1996,  but   general  and
     administrative expense included a  $5.4  million   charge related
     to the abandonment of property associated with  the new construc-
     tion.   The  Company  recorded  a similar charge  of $2.7 million
     during 1997  associated with  the construction  of Melange, a new
     gourmet restaurant at The Mirage that  opened in  August,  and  a
     new employee parking  garage  that  was completed  in March 1998.
     Various projects  resulted  in  a similar charge of $3.6  million
in 1995.                                                    

          Corporate  expense declined  by 8% in  1997, principally due
     to  a  gain  associated with  the sale  of one  of the  Company's
     corporate aircraft.  The 12% decline in corporate expense in 1996
     primarily  relates  to a reduction  in  the  Company's  expansion
     efforts in emerging gaming jurisdictions in  order to concentrate
     on the construction of Bellagio  and  Beau Rivage and development
of possible future projects in Atlantic City.               

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          The  Company's  growing  investment  in these  new  projects
     also  had  a  significant impact  on the  components of  interest
     expense during 1997.  Interest cost and interest capitalized more
     than  doubled  in  1997 versus  1996.   The  impact  on  interest
     cost  was less significant in 1996, as the  Company was  able  to
     fund much of the early phases of construction from operating cash
flow.                                                       

          In  February 1996,  the Company sold its 50% equity interest
     in  a small casino located near Iguazu Falls, Argentina for $12.5
     million  in  cash.  The sale resulted in a pre-tax  gain of  $8.0
     million,  which is included in "Other, including interest income"
in 1996.                                                    

          In  1995,  the  Company retired  some  of its more expensive
     debt  prior  to its scheduled  maturity.  Although the retirement
     was financially advantageous to the  Company,  the  call  premium
     and the write-off of the related  unamortized debt issuance costs
     resulted in an extraordinary charge, net of applicable income tax
     benefit, of $6.8 million.   The Company recorded a similar charge
     of $2.2 million  in  1997 associated with amending and increasing
     the  size  of  its revolving bank credit facility.  There were no
such charges in 1996.                                       

CAPITAL RESOURCES, CAPITAL SPENDING AND LIQUIDITY           

          Net cash provided  by operating  activities (as shown in the
     Consolidated  Statements  of  Cash  Flows)  was $291.3 million in
     1997, versus $331.9 million in 1996 and $327.0 million  in  1995.
     Although the Company's operating income grew by  over 4% in 1997,
     the  earnings  contribution  from  Monte  Carlo (which  was $20.3
     million  greater in  1997  than in 1996)  was not  distributed to
     the Company.  Instead, the joint venture is  using  Monte Carlo's
     cash  flow  to  reduce its  outstanding  debt.   From  opening to
     December 31, 1997, the joint venture repaid nearly half of  Monte
   Carlo's  approximately $210 million original construction debt.

          The  Company's operating cash flow in 1997 was also impacted
     by  a  significant  increase   in   receivables,   a  substantial
     portion  of  which  occurred  near  year-end.    The   associated
     revenues are included  in  the  Company's  1997 operating income;
     however, due  to  the  normal  timing  of  collections,  a  large
     portion  of  the receivables   remained  outstanding at year-end.
     Operating cash flow in  both  1997 and 1996 was affected  by cash
     payments for income taxes that represented  a  higher  percentage
     of the Company's tax provision  than in 1995.   These  additional
     tax  payments  are  principally  due  to  the  normal reversal of
     temporary book/tax differences  relating  to the depreciation  of
     property  and equipment  and  the  exhaustion  of  the  Company's
alternative minimum tax credit in 1996.                     

          The  Company's capital spending has  increased significantly
     with  the  ongoing construction  of  Bellagio  and Beau   Rivage.
     Capital  expenditures   totaled  approximately  $1.1  billion  in
     1997,  versus  $407.3  million  in  1996 and  $183.0  million  in
     1995.  Including land, capitalized interest and preopening costs,

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     but   excluding  fine art acquired  for  display  and resale   at
     Bellagio, Bellagio  is   expected   to   cost  approximately $1.6
     billion and Beau Rivage is  expected  to cost approximately  $600
     million.   Of  such  amounts,  the Company  had incurred approxi-
     mately  $906  million  associated with  Bellagio and $238 million
     associated with Beau Rivage at  December  31, 1997.   Bellagio is
     scheduled to  open  in October  1998  and Beau Rivage is expected
to open in the first quarter of 1999.                       

          Capital  expenditures  in  1997  and  1996   include  $150.4
     million  and  $39.9  million,  respectively,  associated with the
     purchase  of  works  of  fine  art  for  display  and  resale  at
     Bellagio.    During  1997,  the  Company  sold one of such  works
     costing approximately  $3.0  million  for  $3.3  million in cash.
     In  January  1998,  the  Company  also  sold  four works  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 works in the  fourth  quarter  of  1997. Pursuant
     to the sales agreement and  a subsequent  amendment, the  Company
     is renting from its Chairman, on  a  month-to-month  basis, three
     of the four purchased works of art, and eight additional works of
     fine  art  purchased  by  its  Chairman  from  independent  third
     parties, for  public  display  at  the  Company's  hotel-casinos.
     The  monthly rental in  effect  at March  15,  1998 was $406,320,
     which equates to  an  annual rental  of  approximately  4% of the
     art's $121.4 million aggregate purchase price.   This is substan-
tially less than the Company's current cost of borrowing.   

          In  January 1998,  the City of Atlantic City conveyed to the
     Company  a  total  of  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  Marina  Site.    The  Company  has
     also agreed to undertake  certain  other   obligations, including
     remediation of  environmental contamination on  the  Marina Site.
     Additionally,  the Company  has entered  into  an agreement  with
     the New Jersey Department of Transportation and  the South Jersey
     Transportation   Authority   ("SJTA")   with   respect   to   the
     construction  and  joint  funding  of  road improvements designed
     to improve  access to the Marina  area.   The  Company  agreed to
     fund $110  million of  the  estimated $330  million total cost of
     the  road improvements, with  the balance  to  be  funded  by the
     other  two  parties  to  the  agreement.    In  October 1997, the
     contractor  commenced  the  design  phase of the road improvement
     project,  which  is  being  undertaken  pursuant to a fixed-price
     design/build  contract.    Also   in  October,  the  Company  and
     SJTA  funded   their  respective  $110  million  and $125 million
     portions  of  the  cost  of the road improvements.    Such  funds
     were  deposited  in  escrow  accounts  and are restricted for the
construction  of the road improvement project.              

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

          On December  22, 1997, the  Company entered  into agreements
     to  acquire  Boardwalk  Casino, Inc.  ("BCI") and certain related
     assets.   This  acquisition, combined  with  adjacent parcels  of
     land  acquired  during  1997,  will   provide  the  Company  with
     approximately  12  acres  with  817  feet  of  frontage   on  the
     Las  Vegas Strip at a total  cost  of approximately $140 million.
     Of  such  amount,  the  Company  had expended  approximately  $75
     million at December  31,  1997.  The  expenditure  of most of the
     remaining  $65  million  is  expected  to  occur during the first
     half of  1998.    The  BCI acquisition,  together  with  adjacent
     land  owned  by  the Company (including a portion of the Bellagio
     site  not required for Bellagio) and land the Company has  agreed
     to acquire  in  an exchange with Monte Carlo,  would  afford  the
     Company  a 42-acre site for potential future development  on  the
     Las Vegas Strip, between and  contiguous  to  Bellagio  and Monte
     Carlo.    The   design,  timing  and  cost  of  any  such  future
development is still highly uncertain.                      

          The  Company is funding its capital expenditure requirements
     utilizing  its  operating  cash  flow, bank  credit facility  and
     commercial  paper  borrowings  and  issuances  of long-term  debt
     securities.  In March 1997, the availability under the  Company's
     $1   billion  bank   credit  facility   was  increased  to  $1.75
     billion  and  the  maturity  date  was  extended  from  May  1999
     to  March 2002.  The loan  agreement governing  the  bank  credit
     facility  provides that the Company's Leverage Ratio (as defined)
     may  not  exceed  5  to  1  in  1998,  except  that  the  maximum
     permitted ratio  at September 30, 1998 is 5.85 to 1.  At December
31, 1997, the Company's Leverage Ratio was 3.37 to 1.       

          In  response to  declines  in interest rates, as well as  to
     manage   the   mix  of  its  fixed   and   variable   rate   debt
     instruments  and  lengthen  the  term  of  its  debt   structure,
     during  the   past   12   months  the  Company  has  issued  $700
     million  principal  amount  of  the  lowest cost fixed-rate  debt
     in  its  history.    In  August  1997,  the Company received  net
     proceeds  of  approximately  $296.1  million  from  the  issuance
     of $200  million  principal amount of 6 3/4% unsecured notes  due
     August   2007   and  $100  million  principal  amount  of  7 1/4%
     unsecured  debentures  due  August  2017.   In February 1998, the
     Company  received  net  proceeds of approximately $394.7  million
     from  the issuance  of  $200  million principal  amount of 6 5/8%
     unsecured  notes  due  February  2005  and $200 million principal
     amount of 6 3/4% unsecured notes due  February  2008.  The  notes
     issued  in  February  1998  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.                                        
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          Further  reducing  the cost  of its  outstanding borrowings,
     on March  15, 1998,  the Company  used bank  credit facility  and
     commercial  paper  borrowings  to  fund  the maturity of its $133
     million principal amount of zero coupon first mortgage notes  and
     to redeem 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.  Although the redemption was  financially advantageous to
     the   Company,  the  call  premium   and  the  write-off  of  the
     unamortized  debt  issuance  costs resulted  in  an extraordinary
     loss  of  $3.5  million,  net of applicable income tax benefit of
     $1.9 million, which will be reflected in the Company's 1998 first
     quarter operating results.   On  March 16,  1998,  subsequent  to
     these  two  transactions, outstanding  bank  credit  facility and
     commercial  paper  borrowings  totaled  $655.7  million,  leaving
approximately $1.1 billion available.                       

          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.

REGULATION AND TAXES                                        

          The  Company  is  subject to  extensive  regulation  by  the
     Nevada  and Mississippi gaming authorities and  will  be  subject
     to regulation, which may or may not be similar to that in Nevada,
     by  the  appropriate  authorities  in  New Jersey and  any  other
     jurisdiction  in which it may conduct  gaming activities  in  the
     future.  Changes in applicable  laws  or regulations could have a
     significant  impact  on  the  Company's operations.   Pursuant to
     legislation  enacted  in  1996,  a  federal  commission is in the
     process  of conducting  a  two-year  study of the gaming industry
     in  the  United  States  and  will   report   its   findings  and
recommendations to Congress.                                

          The gaming  industry represents  a significant source of tax
     revenues,   particularly   to  the   State   of  Nevada  and  its
     counties  and  municipalities.    From  time  to   time,  various
     state and federal legislators and officials have proposed changes
     in tax law, or in the administration of  such  law, affecting the
     gaming  industry.  Proposals in  recent  years that have not been
     enacted  included  a federal gaming tax and increases in state or
local taxes.                                                

          Management   believes   that  the  Company's  recorded   tax
     balances are adequate.  However, it is not possible to  determine
     with certainty the likelihood of possible  changes in tax law  or
     in  the  administration of such  law.   Such changes, if adopted,
     could  have a material adverse effect on the Company's  operating
results.                                                    

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MARKET RISK                                                 

          Market  risk   is  the  risk  of loss arising  from  adverse
     changes in market rates  and  prices,  such  as  interest  rates,
     foreign  currency  exchange  rates  and  commodity  prices.   The
     Company's  primary  exposure  to  market  risk  is interest  rate
     risk associated with its long-term  debt.   To  date, the Company
     has  not  invested  in  derivative-  or  foreign   currency-based
     financial  instruments.    The  Company  attempts  to  limit  its
     exposure to interest rate risk by managing the  mix  of its long-
     term  fixed-rate   borrowings   and   short-term borrowings under
     its  revolving  bank  credit  facility  (the "Bank Facility") and
commercial paper program.                                   

          The following table provides information about the Company's
long-term debt at March 16, 1998.                           

                                                        · Enlarge/Download Table
                                                                                                  
                                                                                        
                                             Maturity     Face     Carrying   Estimated 
                                               Date      Amount     Value     Fair Value
                                            ----------  --------   --------   ----------
                                                             (Dollars in millions)      
                                                                                        
Bank Facility borrowings, at a weighted                                                 
  average interest rate of approximately    Various to                                  
  5.82% ................................... May 1998    $  280.0   $  280.0    $  280.0 
Commercial paper notes, at a weighted                                                   
  average effective interest rate of        Various to                                  
  approximately 5.77%...................... June 1998      380.0      375.7       375.7 
6 5/8% notes .............................. Feb. 2005      200.0      199.0       197.9 
7 1/4% notes .............................. Oct. 2006      250.0      249.7       256.6 
6 3/4% notes .............................. Aug. 2007      200.0      199.1       198.1 
6 3/4% notes .............................. Feb. 2008      200.0      198.9       197.4 
7 1/4% debentures ......................... Aug. 2017      100.0       99.7        99.1 
Other notes, at a weighted average          Various to                                  
  interest rate of approximately 6.8%...... Sept. 2007       6.2        6.2         6.2 
                                                        --------   --------    -------- 
                                                        $1,616.2   $1,608.3    $1,611.0 
                                                        ========   ========    ======== 
                                                                      
          Borrowings under the Bank  Facility  bear interest,  at  the
     Company's option, at  the prime rate  or at  a specified  premium
     over the one-, two-, three- or six-month London Interbank Offered
     Rate ("LIBOR").   Alternatively, the Company may request interest
     rate bids from the participating banks.  The Company  is required
     to pay  an additional 0.10%   per annum on LIBOR-based borrowings
     when  its Leverage Ratio exceeds 3.5 to 1.  At December 31, 1997,
     the Company's Leverage  Ratio  was  3.37 to 1.  It is anticipated
     that the  Company  will  be  subject  to  this  higher  rate  for
     approximately  one  year beginning June 1, 1998.    The Company's
     commercial   paper  notes  are  backed  by  the  Bank   Facility.
     Borrowings  under  the  Bank   Facility   and   commercial  paper
     program  are   classified  as  long-term  debt because management
     intends to  replace such borrowings  as they come due and to have

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     such borrowings outstanding  for a  period greater than one year.
     However,  the  amount  of  outstanding borrowings  is expected to
     fluctuate  and  may  be  reduced  from  time to time.    The Bank
Facility matures in March 2002.                             

RECENTLY ISSUED ACCOUNTING STATEMENTS                       

          In  June  1997, the  Financial  Accounting  Standards  Board
     issued  Statements  of  Financial Accounting  Standards No. 130 -
     Reporting  Comprehensive Income,  and No. 131 - Disclosures About
     Segments of an Enterprise and Related  Information.   The Company
     will adopt the provisions  of these  new accounting statements in
     1998.  Management believes that adoption of these provisions will
     not have a material impact on the  Company's  reported  financial
position or results of operations.                          

YEAR 2000 COMPLIANCE                                        

          In  the past,  many  computer software programs were written
     using two digits rather than four to define the applicable  year.
     As a  result, date-sensitive  computer software  may recognize  a
     date using "00"  as the  year 1900  rather  than the  year  2000.
     This could result  in major system  failures or  miscalculations,
     and is generally  referred to  as  the  "Year 2000"  problem.   A
     comprehensive review of the  Company's computer systems has  been
     completed and an  extensive program  is currently  in process  to
     modify or replace those systems that are not Year 2000 compliant.
     Management  believes that the Company's  systems are compliant or
     will be compliant by mid-1999. All maintenance  and  modification
     costs  are  being expensed as incurred, while  the  cost  of  new
     software, when material, is being capitalized and amortized  over
     its  expected  useful  life. The cost of the Year 2000 compliance
     program has not been and is not  anticipated to  be  material  to
the Company's financial position or results of operations.  

ITEM 7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES ABOUT 
MARKET RISK                             

          There is incorporated by reference the information appearing
under the caption "Market Risk" in Item 7 of this Form 10-K.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA        

          The   Consolidated   Financial   Statements   and  Notes  to
     Consolidated Financial Statements of Mirage Resorts, Incorporated
     and Subsidiaries, referred to in Item 14(a)(1) of this Form 10-K,
are included at pages 49 to 69.                             

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON   
ACCOUNTING AND FINANCIAL DISCLOSURE       

None.                                             

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    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          There is incorporated by reference the information appearing
     under the  caption  "Directors  and Executive  Officers"  in  the
     Company's   definitive  Proxy  Statement  for  its May  21,  1998
     Annual Meeting of Stockholders, to  be filed with the  Securities
and Exchange Commission (the "Proxy Statement").            

ITEM 11.  EXECUTIVE COMPENSATION                            

          There is incorporated by reference the information appearing
     under  the  caption   "Executive  Compensation"   in  the   Proxy
Statement.                                                  

     ITEM 12.  SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL OWNERS  AND
MANAGEMENT                              

          There is incorporated by reference the information appearing
     under the  caption "Stock  Ownership  of Major  Stockholders  and
Management" in the Proxy Statement.                         

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS    

          There is incorporated by reference the information appearing
     under the caption "Compensation Committee Interlocks and  Insider
Participation" in the Proxy Statement.                      

     PART IV

     ITEM 14.  EXHIBITS,  FINANCIAL STATEMENT  SCHEDULES  AND  REPORTS
ON FORM 8-K                             

(a)(1). FINANCIAL STATEMENTS.                           

Included in Part II of this Report:     

    Report of Independent Public Accountants

                 Consolidated Balance  Sheets - December  31, 1997 and
1996                                

        Years ended December 31, 1997, 1996 and 1995

 Consolidated Statements of Income

               Consolidated Statements of Stockholders' Equity

     Consolidated Statements of Cash Flows

      Notes to Consolidated Financial Statements

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(a)(2). FINANCIAL STATEMENT SCHEDULES.                  

Included in Part IV of this Report:     

        Years ended December 31, 1997, 1996 and 1995

               Schedule II - Valuation and Qualifying Accounts

          Schedules other than that  listed above are omitted  because
     they are  not required  or are  not applicable,  or the  required
     information is shown in the financial statements or notes to  the
financial statements.                                       

(a)(3). EXHIBITS.                                       

             2(a)      Agreement and  Plan of  Merger, dated  December
                       22, 1997, among Registrant,  Mirage Acquisition
                       Sub,  Inc.   and   BCI   (without   schedules).
                       Incorporated by reference  to Exhibit 2  to the
                       Schedule 13D, dated December 29, 1997, filed by
                       Registrant with respect to  BCI (the  "Schedule
13D").                  

             2(b)      Agreement,  dated  December  22,   1997,  among
                       Registrant,  Diversified   Opportunities  Group
                       Ltd., Jacobs  Entertainment  Nevada,  Inc.  and
                       Jeffrey P. Jacobs.   Incorporated  by reference
         to Exhibit 5 to the Schedule 13D.

             2(c)      Agreement, dated  December  22,  1997,  between
                       Registrant and Avis P. Jansen, individually, as
                       executrix  ("Executrix")   of  the   Estate  of
                       Norbert W. Jansen  and  as trustee  ("Trustee")
                       for the Jansen Family Trust  under an Agreement
                       dated July  14,   1993 (the "Jansen Agreement")
                       (without exhibits).   Incorporated by reference
         to Exhibit 3 to the Schedule 13D.

             2(d)      Agreement of Purchase and Sale and Joint Escrow
                       Instructions, dated  as of  December 22,  1997,
                       between Restaurant Ventures of Nevada, Inc. and
                       Avis Jansen,  as  Trustee  (without  exhibits).
                       Incorporated by reference  to Exhibit 4  to the
Schedule 13D.           

             3(i)(a)   Restated   Articles    of   Incorporation    of
                       Registrant.    Incorporated  by   reference  to
                       Exhibit 3(i)  to Registrant's  Quarterly Report
                       on Form 10-Q for the fiscal  quarter ended June
30, 1993.               

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             3(i)(b)   Amended and Restated Certificate of Division of
                       Shares into  Smaller Denominations  Pursuant to
                       N.R.S.  Section  78.207  of  Registrant,  filed
                       October 14, 1993.  Incorporated by reference to
                       Exhibit 2.2 to Amendment No.  3 to Registrant's
                       Registration  Statement   on  Form   8-A  dated
October 19, 1993.       

             3(i)(c)   Certificate of Division  of Shares into Smaller
                       Denominations Pursuant to N.R.S. Section 78.207
                       of   Registrant,    filed    June   5,    1996.
                       Incorporated  by  reference  to  Exhibit  1  to
                       Amendment No.  4  to Registrant's  Registration
                  Statement on Form 8-A dated June 18, 1996.

             3(ii)     Amended  and  Restated  Bylaws  of  Registrant.
                       Incorporated by  reference  to  Exhibit  99  to
                       Registrant's Quarterly Report on  Form 10-Q for
               the fiscal quarter ended June 30, 1994.

             4(a)      Indenture,  dated  as  of   October  15,  1996,
                       between  Registrant   and   Firstar   Bank   of
                       Minnesota, N.A.,  as trustee  (the "1996  Shelf
                       Indenture").    Incorporated  by  reference  to
                       Exhibit 4.1 to Registrant's Quarterly Report on
                       Form  10-Q   for  the   fiscal  quarter   ended
                       September 30,  1996 (the  "September 1996  Form
10-Q").                 

             4(b)      Supplemental Indenture, dated as of October 15,
                       1996, to the 1996 Shelf Indenture, with respect
                       to Registrant's 7.25% Senior  Notes Due October
                       15, 2006.  Incorporated by reference to Exhibit
            4.2 to the September 1996 Form 10-Q.

             4(c)      Indenture, dated as of August  1, 1997, between
                       Registrant and  First  Security Bank,  National
                       Association,  as  trustee   (the   "1997  Shelf
                       Indenture").   Incorporated  by  reference   to
                       Exhibit 4.1 to Registrant's Quarterly Report on
                       Form 10-Q for the fiscal quarter ended June 30,
         1997 (the "June 1997 Form 10-Q").

             4(d)      Supplemental Indenture, dated  as of  August 1,
                       1997, to the 1997 Shelf Indenture, with respect
                       to Registrant's 6.75% Notes Due  August 1, 2007
                       and  7.25%  Debentures  Due   August  1,  2017.
                       Incorporated by reference to Exhibit 4.2 to the
June 1997 Form 10-Q.    

             4(e)      Indenture,  dated  as  of   February  4,  1998,
                       between  Registrant  and  PNC   Bank,  National
                       Association,  as  trustee   (the   "1998  Shelf
Indenture").            

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             4(f)      Supplemental Indenture, dated as of February 4,
                       1998, to the 1998 Shelf Indenture, with respect
                       to Registrant's  6.625% Notes  Due February  1,
                  2005 and 6.75% Notes Due February 1, 2008.

             10(a)*    Forms of Incentive  Stock Option  Agreement and
                       Non-Qualified    Stock     Option    Agreement.
                       Incorporated by reference  to Exhibit  10(b) to
                       Registrant's Annual Report on Form 10-K for the
            fiscal year ended December 31, 1989.

             10(b)*    1983 Stock Option and Stock Appreciation Rights
                       Plan, as amended.  Incorporated by reference to
                       Exhibit 4.3 to the Registration Statement filed
                       by Registrant on Form S-8  under the Securities
                    Act of 1933 (No. 33-16037) (the "Form S-8").

             10(c)*    1984 Stock Option and Stock Appreciation Rights
                       Plan, as amended.  Incorporated by reference to
    Exhibit 4.2 to the Form S-8.

             10(d)*    1986 Stock Option and Stock Appreciation Rights
                       Plan, as amended.  Incorporated by reference to
    Exhibit 4.1 to the Form S-8.

             10(e)*    1992 Stock Option and Stock Appreciation Rights
                       Plan.   Incorporated  by  reference to  Exhibit
                       10(n)  to  Registrant's  Annual Report  on Form
                       10-K  for  the  fiscal year  ended December 31,
1991.                   

             10(f)*    1993 Stock Option and Stock Appreciation Rights
                       Plan.   Incorporated  by  reference to  Exhibit
                       10(m)  to  Registrant's  Annual Report  on Form
                       10-K  for  the  fiscal  year ended December 31,
    1992 (the "1992 Form 10-K").

             10(g)*    Executive Retirement Plan Agreement,  dated  as
                       of December  1,  1986,  between Registrant  and
                       James E. Pettis.    Incorporated   by reference
                       to Exhibit 10(mm) to Registrant's Annual Report
                       on Form 10-K for the fiscal year ended December
31, 1986.               

             10(h)*    Amended and Restated 1992 Non-Employee Director
                       Stock Option Plan.   Incorporated  by reference
                       to  Exhibit  10.4  to   Registrant's  Quarterly
                       Report on  Form  10-Q  for the  fiscal  quarter
ended June 30, 1996.    

             10(i)     Easement, dated  December  28,  1990, from  MH,
                       INC. in favor of Stephen A. Wynn.  Incorporated
                       by reference to Exhibit 10(ll) to Amendment No.
                       1 to  the Registration  Statement filed  by GNS
                       FINANCE CORP.  and MCH  on Form  S-1 under  the
              Securities Act of 1933 (No. 33-38496).

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             10(j)*    Employment Agreement,  dated as  of August  18,
                       1992, between  Registrant  and Frank  Visconti.
                       Incorporated by  reference to  Exhibit 19.4  to
                       Registrant's Quarterly Report on  Form 10-Q for
                    the fiscal quarter ended September 30, 1992.

             10(k)*    Employment Agreement,  dated as  of August  16,
                       1995, between Registrant  and James  E. Pettis.
                       Incorporated by  reference to  Exhibit 10.5  to
                       Registrant's Quarterly Report on  Form 10-Q for
                       the fiscal  quarter  ended  September 30,  1995
         (the "September 1995 Form 10-Q").

             10(l)*    Employment Agreement, dated December  16, 1992,
                       between  Registrant   and   Stephen  A.   Wynn.
                       Incorporated by reference to  Exhibit 10(zz) to
the 1992 Form 10-K.     

             10(m)     Lease, dated September 4, 1962,  and Agreement,
                       dated March 25,  1975, between the  Trustees of
                       the Fraternal Order of Eagles,  Las Vegas Aerie
                       1213,  and   Registrant.      Incorporated   by
                       reference to Exhibit 10(c)  to the Registration
                       Statement filed by GNLV FINANCE  CORP. and GNLV
                       on Form S-1  under the  Securities Act  of 1933
            (No. 33-5694) (the "GNLV Form S-1").

             10(n)     Lease  Agreement,  dated  July   1,  1973,  and
                       Amendment to  Lease, dated  February 27,  1979,
                       between First National Bank  of Nevada, Trustee
                       under Private  Trust  No.  87, and  Registrant.
                       Incorporated by reference  to Exhibit  10(d) to
the GNLV Form S-1.      

             10(o)     Lease, dated April 30,  1976, between Elizabeth
                       Properties Trust, Elizabeth Zahn,  Trustee, and
                       Registrant.    Incorporated  by   reference  to
           Exhibit 10(e) to the GNLV Form S-1.

             10(p)*    Amended and  Restated  1994  Cash  Bonus  Plan.
                       Incorporated by reference to  Exhibit 10(qq) to
                       Registrant's Annual Report on Form 10-K for the
                       fiscal year ended December 31,  1994 (the "1994
Form 10-K").            

             10(q)     Joint Venture  Agreement of  Victoria Partners,
                       dated as of December 9, 1994, among MRGS Corp.,
                       Gold  Strike   L.V.  and   Registrant  (without
                       exhibit)  (the   "Joint  Venture   Agreement").
                       Incorporated by  reference to  Exhibit 99.1  to
                       Registrant's Current Report  on Form  8-K dated
                       December  9,  1994  (the  "December  1994  Form
8-K").                  

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             10(r)     Reducing Revolving Loan Agreement,  dated as of
                       December 21,  1994,  among  Victoria  Partners,
                       each Bank party  thereto, The  Long-Term Credit
                       Bank of  Japan, Ltd.,  Los  Angeles Agency  and
                       Societe Generale,  as  Co-Agents,  and Bank  of
                       America National Trust and Savings Association,
                       as Administrative  Agent (without  schedules or
                       exhibits)   (the   "Victoria    Partners   Loan
                       Agreement").    Incorporated  by  reference  to
                       Exhibit 99.2 to Amendment No. 1 to the December
    1994 Form 8-K on Form 8-K/A.

             10(s)     Amendment No. 1  to the Victoria  Partners Loan
                       Agreement,  dated  as  of   January  31,  1995.
                       Incorporated by reference to  Exhibit 10(uu) to
the 1994 Form 10-K.     

             10(t)*    1995 Stock Option and Stock Appreciation Rights
                       Plan.  Incorporated  by reference to  Exhibit A
                       to  Registrant's  definitive   Proxy  Statement
                       filed on April 18, 1995 under cover of Schedule
14A.                    

             10(u)     Amendment No. 1 to the Joint Venture Agreement,
                       dated as of  April 17,  1995.   Incorporated by
                       reference  to  Exhibit  10(c)  to  Registrant's
                       Quarterly Report  on Form  10-Q for  the fiscal
                       quarter ended March  31, 1995 (the  "March 1995
Form 10-Q").            

             10(v)     Amended and Restated  Lease, dated as  of April
                       26, 1995, between  MKB Company and  Beau Rivage
                       (without exhibits).   Incorporated by reference
                     to Exhibit 10(e) to the March 1995 Form 10-Q.

             10(w)     Amendment No. 2  to the Victoria  Partners Loan
                       Agreement, dated as  of June 30,  1995 (without
                       exhibit).  Incorporated by reference to Exhibit
                       10.1 to Registrant's  Quarterly Report  on Form
                       10-Q for the fiscal quarter ended June 30, 1995
    (the "June 1995 Form 10-Q").

             10(x)     Amendment No. 3  to the Victoria  Partners Loan
                       Agreement,  dated   as   of   July  28,   1995.
                       Incorporated by  reference to  Exhibit 10.3  to
the June 1995 Form 10-Q.

             10(y)     Amendment No. 2 to the Joint Venture Agreement,
                       dated as of  September 25, 1995.   Incorporated
                       by reference to  Exhibit 10.4 to  the September
1995 Form 10-Q.         

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             10(z)*    Employment Agreement, dated as of  December 29,
                       1995, between Registrant  and Thomas  L. Sheer.
                       Incorporated by reference to Exhibit 10(bbb) to
                       Registrant's Annual Report on Form 10-K for the
                       fiscal year ended December 31,  1995 (the "1995
Form 10-K").            

             10(aa)    Amendment No. 4  to the Victoria  Partners Loan
                       Agreement,  dated  as  of   October  16,  1995.
                       Incorporated by reference  to Exhibit  10(a) to
                       the Quarterly  Report on  Form  10-Q of  Circus
                       (Commission File  No.  1-8570)  for the  fiscal
       quarter ended October 31, 1995.

             10(bb)*   Executive    Medical     Reimbursement    Plan.
                       Incorporated by reference to Exhibit 10(hhh) to
the 1995 Form 10-K.     

             10(cc)    Amendment No. 3 to the Joint Venture Agreement,
                       dated as of February 28, 1996.  Incorporated by
                       reference to Exhibit  10(nnn) to the  1995 Form
10-K.                   

             10(dd)    Agreement, dated as  of March 7,  1995, between
                       Atlandia   Design    and   Furnishings,    Inc.
                       ("Atlandia")  and  Marnell   Corrao  Associates
                       (without schedules).  Incorporated by reference
                 to Exhibit 10(ooo) to the 1995 Form 10-K.

             10(ee)    An Agreement Between the City of Atlantic  City
                       and  Mirage   Resorts,  Incorporated   for  the
                       Development of  the  Huron North  Redevelopment
                       Area, dated  May  3,  1996 (without  exhibits).
                       Incorporated by  reference to  Exhibit 10.1  to
                       Registrant's Quarterly Report on  Form 10-Q for
                       the fiscal  quarter ended  March 31,  1996 (the
"March 1996 Form 10-Q").

             10(ff)    Completion Guaranty by  Registrant in  favor of
                       the City of Atlantic  City, dated as of  May 3,
                       1996.   Incorporated  by  reference to  Exhibit
         10.2 to the March 1996 Form 10-Q.

             10(gg)    Joint Venture Agreement of Stardust A.C., dated
                       as of  May  29, 1996,  between  MAC, CORP.  and
                       Grand K, Inc. (without  exhibit).  Incorporated
                       by reference  to Exhibit  10.1  to the  Current
                       Report on Form 8-K of Boyd (Commission File No.
    1-12168) dated June 7, 1996.

             10(hh)    Letter agreement, dated  May 30,  1996, between
                       Registrant  and   Circus.     Incorporated   by
                       reference to  Exhibit  10(a)  to the  Quarterly
                       Report on Form  10-Q of  Circus for  the fiscal
                       quarter ended April 30, 1996 (the "Circus April
1996 Form 10-Q").       

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             10(ii)    Amendment No. 4 to the Joint Venture Agreement,
                       dated as  of  May 29,  1996.   Incorporated  by
                       reference to Exhibit 10(b) to  the Circus April
1996 Form 10-Q.         

             10(jj)    Amendment No. 5  to the Victoria  Partners Loan
                       Agreement,  dated   as  of   August  1,   1996.
                       Incorporated by reference  to Exhibit  10(a) to
                       the Quarterly Report on Form 10-Q of Circus for
               the fiscal quarter ended July 31, 1996.

             10(kk)    Road Development Agreement, dated as of January
                       10, 1997, among Registrant, the  State and SJTA
                       (without schedules or exhibits), and Assignment
                       and Assumption Agreement,  dated as  of January
                       10,  1997,  between  Registrant  and  Atlandia.
                       Incorporated by  reference  to  Exhibit  99  to
                       Registrant's Current Report  on Form  8-K dated
January 10, 1997.       

             10(ll)*   Non-Qualified Deferred Compensation Plan, dated
                       as  of  February  1,  1997.    Incorporated  by
                       reference to  Exhibit  10(ccc) to  Registrant's
                       Annual Report on Form 10-K for  the fiscal year
                       ended December  31, 1996  (the  "1996 Form  10-
K").                    

             10(mm)*   Directors'  Deferred  Fee  Plan,  dated  as  of
                       February 1, 1997.  Incorporated by reference to
              Exhibit 10(ddd) to the 1996 Form 10-K.

             10(nn)*   First  Amendment   to   Non-Qualified  Deferred
                       Compensation Plan,  dated  February  28,  1997.
                       Incorporated by reference to Exhibit 10(eee) to
the 1996 Form 10-K.     

             10(oo)*   First  Amendment  to  Directors'  Deferred  Fee
                       Plan, dated February 28,  1997. Incorporated by
                       reference to Exhibit  10(fff) to the  1996 Form
10-K.                   

             10(pp)    Amended and Restated  Loan Agreement,  dated as
                       of March 7,  1997, among Registrant,  the Banks
                       named therein,  BancAmerica  Securities,  Inc.,
                       CIBC Wood Gundy  Securities Corp.,  J.P. Morgan
                       Securities Inc.  and Societe  Generale, as  Co-
                       Arrangers, Bankers Trust  Company, The  Bank of
                       New York, The Bank of  Nova Scotia, Commerzbank
                       Aktiengesellschaft, Credit Lyonnais,  The Long-
                       Term Credit  Bank of  Japan, Ltd.,  Los Angeles
                       Agency,  PNC  Bank,  National  Association  and

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                       Westdeutsche Landesbank  Girozentrale,  as  Co-
                       Agents, Bank  of  America  National  Trust  and
                       Savings Association,  as Administrative  Agent,
                       and Morgan Guaranty Trust Company  of New York,
                       as Documentation  Agent  (without schedules  or
                       exhibits).     Incorporated  by   reference  to
              Exhibit 10(ggg) to the 1996 Form 10-K.

             10(qq)    Amendment No. 6  to the Victoria  Partners Loan
                       Agreement,  dated   as   of   April  2,   1997.
                       Incorporated by reference to Exhibit 10(ccc) to
                       the Annual Report  on Form  10-K of  Circus for
               the fiscal year ended January 31, 1997.

             10(rr)    Global  Express  Aircraft  Purchase  Agreement,
                       dated June  24,  1997,  between  Golden  Nugget
                       Aviation Corp.  ("GNAC") and  Bombardier   Inc.
                       (without schedules or exhibits).   Incorporated
                       by reference to Exhibit  10.2 to the  June 1997
Form 10-Q.              

             10(ss)    Issuing and Paying Agency Agreement, dated July
                       24, 1997, between Registrant and First Trust of
                       New   York,   National   Association   (without
                       exhibit).  Incorporated by reference to Exhibit
                       10.1 to Registrant's  Quarterly Report  on Form
                       10-Q for the fiscal quarter ended September 30,
              1997 (the "September 1997 Form 10-Q").

             10(tt)    Form of  Series  A  Commercial  Paper  Note  of
                       Registrant.    Incorporated  by   reference  to
                     Exhibit 10.2 to the September 1997 Form 10-Q.

             10(uu)    Commercial Paper  Dealer Agreement,  dated July
                       24, 1997,  between  Registrant and  BancAmerica
                       Securities,    Inc.     (without     exhibits).
                       Incorporated by  reference to  Exhibit 10.3  to
     the September 1997 Form 10-Q.

             10(vv)    Commercial Paper  Dealer Agreement,  dated July
                       24, 1997, between Registrant  and Credit Suisse
                       First Boston  Corporation  (without  exhibits).
                       Incorporated by  reference to  Exhibit 10.4  to
     the September 1997 Form 10-Q.

             10(ww)    Commercial Paper  Dealer Agreement,  dated July
                       24, 1997, between Registrant and Morgan Stanley
                       &   Co.   Incorporated    (without   exhibits).
                       Incorporated by  reference to  Exhibit 10.5  to
     the September 1997 Form 10-Q.

             10(xx)    Commercial Paper  Dealer Agreement,  dated July
                       24, 1997, between Registrant and Goldman, Sachs
                       &  Co.  (without  exhibits).   Incorporated  by
                       reference to Exhibit 10.6 to the September 1997
Form 10-Q.              

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             10(yy)    First Amendment to Road  Development Agreement,
                       dated as  of July  31, 1997,  among the  State,
                       SJTA and Atlandia.   Incorporated  by reference
                       to Exhibit 10.7 to the September  1997 Form 10-
Q.                      

             10(zz)*   Letter agreement,  dated  September  16,  1997,
                       between   Registrant   and    Frank   Visconti.
                       Incorporated by  reference to  Exhibit 10.8  to
     the September 1997 Form 10-Q.

             10(aaa)   Amendment No.  1 to  Amended and  Restated Loan
                       Agreement, dated  as  of  September  19,  1997,
                       among 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.
                       Incorporated by  reference to  Exhibit 10.9  to
     the September 1997 Form 10-Q.

             10(bbb)   Second Amendment to Road Development Agreement,
                       dated as of October 10, 1997,  among the State,
                       SJTA  and   Atlandia   (without  schedules   or
                       exhibits). Incorporated by reference to Exhibit
              10.10 to the September 1997 Form 10-Q.

             10(ccc)   Letter agreement, dated March 12, 1998, between
                    Bellagio and Stephen A. Wynn (with exhibit).

             10(ddd)   Aircraft  Purchase   Agreement,  dated   as  of
                       October  10,  1997,  between   Ivanhoe  Capital
                       Aviation L.L.C.  and  GNAC (without  exhibits).
                       Incorporated by reference  to Exhibit  10.12 to
     the September 1997 Form 10-Q.

             10(eee)   Design/Build Contract, dated September 8, 1997,
                       between  Atlandia   and   Yonkers   Contracting
                       Company, Inc./Granite  Construction Company,  a
                       Joint Venture (with appendices).   Incorporated
                       by reference to Exhibit 10.13  to the September
1997 Form 10-Q.         

             10(fff)   Escrow Fund Agreement, dated as  of October 10,
                       1997, among  CoreStates Bank,  N.A., as  Escrow
                       Agent, Atlandia,  the State  and SJTA  (without
                       schedules).    Incorporated  by   reference  to
                      Exhibit 10.14 to the September 1997 Form 10-Q.

             10(ggg)   Bond  Purchase  Agreement,  dated  October  10,
                       1997,  between  Registrant  and  SJTA  (without
                       exhibit). Incorporated by reference  to Exhibit
              10.15 to the September 1997 Form 10-Q.

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             10(hhh)   Donation Agreement,  dated  as  of October  10,
                       1997,   between    the   Casino    Reinvestment
                       Development Authority  and MAC,  CORP. (without
                       exhibits). Incorporated by reference to Exhibit
              10.16 to the September 1997 Form 10-Q.

             10(iii)   Aircraft  Purchase   Agreement,  dated   as  of
                       October 1,  1997,  between Rifton  Enterprises,
                       Inc. and GNAC (without  exhibits). Incorporated
                       by reference to Exhibit 10.17  to the September
1997 Form 10-Q.         

             10(jjj)   Agreement, dated  as of  July 3,  1996, between
                       Beau Rivage  Construction (a  Division of  Beau
                       Rivage Resorts,  Inc.) and  W.G.  Yates &  Sons
              Construction  Co. (without schedules).

             10(kkk)*  Employment Agreement,  dated  as  of  July  16,
                       1997, between  Registrant  and  Daniel  R.  Lee
(with exhibits).        

             10(lll)   Agreement of  Sale, dated  as  of November  24,
                       1997, among  MCH, TI  Corp. and  H-S Las  Vegas
      Associates (without exhibits).

             10(mmm)   First Amendment to  Jansen Agreement,  dated as
                       of January  30,  1998,  between Registrant  and
                       Avis P. Jansen, individually,  as Executrix and
as Trustee.             

             10(nnn)   An Amendment  to  the  May  3,  1996  Agreement
                       between the  City of  Atlantic City  and Mirage
                       Resorts, Incorporated  for  the Development  of
                       the  Huron  North  Redevelopment   Area,  dated
           January 8, 1998 (without exhibits).

             10(ooo)   Letter  agreement,  dated  January   14,  1998,
                       between Bellagio  and  Stephen  A.  Wynn  (with
exhibits).              

             10(ppp)*  Second  Amendment  to   Non-Qualified  Deferred
                       Compensation Plan,  dated  as  of  February  1,
1998.                   

             10(qqq)*  Second Amendment  to  Directors'  Deferred  Fee
           Plan, dated as of February 1, 1998.

             10(rrr)*  1998 Stock Option and Stock Appreciation Rights
Plan.                   

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             21        List    of    subsidiaries    of    Registrant.
                       Incorporated by reference to Exhibit  21 to the
1996 Form 10-K.         

23        Consent of Arthur Andersen LLP.   

             27(a)     Financial  Data  Schedule - Year ended December
31, 1997.               

             27(b)     Restated Financial Data Schedule  -  Year ended
                       December 31,  1996 and  Periods ended March 31,
                   1997, June 30, 1997 and September 30, 1997.

             27(c)     Restated Financial Data Schedule  -  Year ended
                       December 31,  1995 and  Periods ended March 31,
                   1996, June 30, 1996 and September 30, 1996.
---------------                                             
     *Constitutes  a  management  contract  or  compensatory  plan  or
arrangement.                                              

(b).  REPORTS ON FORM 8-K.                              

             The  Company  filed  no  reports on  Form 8-K  during the
three-month period ended December 31, 1997. 

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      MIRAGE RESORTS, INCORPORATED

      REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Directors and Stockholders                           
of Mirage Resorts, Incorporated                             

          We have audited the accompanying consolidated balance sheets
     of  Mirage  Resorts,  Incorporated  (a  Nevada  corporation)  and
     subsidiaries (the "Company")  as of December  31, 1997 and  1996,
     and the related consolidated statements of income,  stockholders'
     equity and cash flows for the years ended December 31, 1997, 1996
     and 1995.    These  consolidated  financial  statements  and  the
     schedule  referred  to  below  are  the  responsibility  of   the
     Company's management.    Our  responsibility  is  to  express  an
     opinion on these consolidated  financial statements and  schedule
based on our audits.                                        

          We  conducted  our  audits  in  accordance  with   generally
     accepted  auditing standards.   Those standards  require that  we
     plan  and perform the audit to obtain reasonable  assurance about
     whether  the financial statements are free  of material misstate-
     ment.   An audit includes examining,  on  a test  basis, evidence
     supporting the amounts  and disclosures  in the  financial state-
     ments. An audit also includes assessing the accounting principles
     used  and significant estimates  made  by  management, as well as
     evaluating  the overall financial  statement  presentation.    We
     believe   that  our  audits provide a reasonable  basis  for  our
opinion.                                                    

          In our opinion, the financial statements  referred to  above
     present  fairly,  in  all  material  respects,  the  consolidated
     financial  position   of   Mirage   Resorts,   Incorporated   and
     subsidiaries  as  of  December  31,   1997  and  1996,  and   the
     consolidated results of their operations and their cash flows for
     the years ended December  31, 1997, 1996  and 1995 in  conformity
with generally accepted accounting principles.              

          Our  audits were made for the purpose of  forming an opinion
     on the basic financial statements taken as a whole. The financial
     statement schedule for  the years ended  December 31, 1997,  1996
     and 1995 listed  in Item 14(a)(2)  is presented  for purposes  of
     complying with the Securities and Exchange Commission's rules and
     is not a required part of  the basic financial statements.   This
     schedule has been subjected to the auditing procedures applied in
     the audit of the basic financial statements and, in our  opinion,
     fairly  states  in  all  material  respects  the  financial  data
     required to  be  set  forth therein  in  relation  to  the  basic
financial statements taken as a whole.                      

                             ARTHUR ANDERSEN LLP

Las Vegas, Nevada                                           
March 16, 1998                                              

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                             MIRAGE RESORTS, INCORPORATED                                       

                             CONSOLIDATED BALANCE SHEETS                                        
                        (IN THOUSANDS, EXCEPT SHARE AMOUNTS)                                    

                                      ASSETS                                                    

                                                                            AT DECEMBER 31      
                                                                      ------------------------- 
                                                                         1997            1996   
                                                                      ----------     ---------- 
                                                                                                
CURRENT ASSETS                                                                                  
 Cash and cash equivalents........................................... $   99,337     $   81,908 
 Receivables, net of allowance for doubtful accounts of $42,477                                 
   and $38,674.......................................................    101,635         70,196 
 Income tax refund receivable........................................      9,658         18,239 
 Inventories.........................................................     29,179         27,554 
 Deferred income taxes...............................................     16,047         18,784 
 Prepaid expenses and other..........................................     45,066         19,602 
                                                                      ----------     ---------- 
     Total current assets............................................    300,922        236,283 
Property and equipment, net..........................................  1,455,125      1,427,018 
Construction in progress.............................................  1,261,084        355,864 
Other assets, net....................................................    330,219        124,325 
                                                                      ----------     ---------- 
                                                                      $3,347,350     $2,143,490 
                                                                      ==========     ========== 

                        LIABILITIES AND STOCKHOLDERS' EQUITY                                    

CURRENT LIABILITIES                                                                             
 Trade accounts payable.............................................. $   93,052     $   88,805 
 Construction payables...............................................     58,941         31,489 
 Accrued payroll.....................................................     46,800         41,164 
 Accrued interest....................................................     17,809          5,867 
 Other accrued expenses..............................................     39,858         50,687 
 Current maturities of long-term debt................................        927            453 
                                                                      ----------     ---------- 
     Total current liabilities.......................................    257,387        218,465 
Long-term debt, net of current maturities............................  1,396,728        468,140 
Other liabilities, including deferred income taxes of $167,415                                  
  and $155,076.......................................................    180,751        166,002 
                                                                      ----------     ---------- 
     Total liabilities...............................................  1,834,866        852,607 
                                                                      ----------     ---------- 

COMMITMENTS AND CONTINGENCIES                                                                   

STOCKHOLDERS' EQUITY                                                                            
 Common stock, par value $0.004:  authorized 1,125,000,000 shares;                              
   issued 235,147,650 shares; outstanding 179,421,822 and                                       
   178,335,915 shares................................................        940            940 
 Additional paid-in capital..........................................    734,547        725,240 
 Retained earnings...................................................  1,063,793        856,215 
 Treasury stock, at cost:  55,725,828 and 56,811,735 shares..........   (286,796)      (291,512)
                                                                      ----------     ---------- 
     Total stockholders' equity......................................  1,512,484      1,290,883 
                                                                      ----------     ---------- 
                                                                      $3,347,350     $2,143,490 
                                                                      ==========     ========== 

     The accompanying notes are an integral part of these consolidated financial statements.    

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                        MIRAGE RESORTS, INCORPORATED                                   

                      CONSOLIDATED STATEMENTS OF INCOME                                
                  (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                             

                                                      YEAR ENDED DECEMBER 31           
                                            ----------------------------------------   
                                                1997           1996           1995     
                                            ----------     ----------     ----------   
                                                                                       
  REVENUES                                                                             
    Casino................................  $  784,512     $  752,914     $  782,812   
    Rooms.................................     297,885        303,566        268,734   
    Food and beverage.....................     218,974        224,430        208,943   
    Entertainment.........................      97,924         94,361         87,478   
    Retail................................      65,703         66,187         63,187   
    Other.................................      51,450         45,626         42,562   
    Equity in earnings of Monte Carlo.....      29,601          9,273              -   
                                            ----------     ----------     ----------   
                                             1,546,049      1,496,357      1,453,716   
    Less - promotional allowances.........    (127,498)      (128,813)      (122,972)  
                                            ----------     ----------     ----------   
                                             1,418,551      1,367,544      1,330,744   
                                            ----------     ----------     ----------   
  COSTS AND EXPENSES                                                                   
    Casino................................     414,482        384,301        387,243   
    Rooms.................................      88,705         88,602         82,863   
    Food and beverage.....................     143,069        142,549        136,868   
    Entertainment.........................      77,377         75,507         73,107   
    Retail................................      44,068         43,238         40,728   
    Other.................................      26,487         24,911         24,119   
    Provision for losses on receivables...      19,213         14,480         23,024   
    General and administrative............     161,960        163,045        156,454   
    Depreciation and amortization.........      87,956         86,661         86,223   
    Corporate expense.....................      29,193         31,580         36,028   
                                            ----------     ----------     ----------   
                                             1,092,510      1,054,874      1,046,657   
                                            ----------     ----------     ----------   
  OPERATING INCOME........................     326,041        312,670        284,087   
                                            ----------     ----------     ----------   

  OTHER INCOME AND (EXPENSE)                                                           
    Interest cost.........................     (70,350)       (31,106)       (32,799)  
    Interest capitalized..................      62,673         24,281          9,616   
    Other, including interest income......       6,715         12,563          4,357   
                                            ----------     ----------     ----------   
                                                  (962)         5,738        (18,826)  
                                            ----------     ----------     ----------   
  INCOME BEFORE INCOME TAXES AND                                                       
   EXTRAORDINARY ITEM.....................     325,079        318,408        265,261   
    Provision for income taxes............    (115,276)      (112,363)       (95,313)  
                                            ----------     ----------     ----------   
  INCOME BEFORE EXTRAORDINARY ITEM........     209,803        206,045        169,948   
    Extraordinary item - loss on early                                                 
     retirements of debt, net of                                                       
     applicable income tax benefit........      (2,225)             -         (6,785)  
                                            ----------     ----------     ----------   
  NET INCOME..............................  $  207,578     $  206,045     $  163,163   
                                            ==========     ==========     ==========   
  INCOME PER SHARE OF COMMON STOCK                                                     
    Income before extraordinary item                                                   
     Basic................................  $     1.17     $     1.13     $     0.93   
     Diluted..............................        1.09           1.05           0.88   
    Net income                                                                         
     Basic................................  $     1.16     $     1.13     $     0.89   
     Diluted..............................        1.08           1.05           0.85   

The accompanying notes are an integral part of these consolidated financial statements.

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                                        MIRAGE RESORTS, INCORPORATED                                                

                               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                                      
                                           (DOLLARS IN THOUSANDS)                                                   

                                                 COMMON STOCK      ADDITIONAL                                       
                                             --------------------    PAID-IN                                        
                                               SHARES       PAR      CAPITAL    RETAINED      TREASURY              
                                             OUTSTANDING   VALUE    AND OTHER   EARNINGS       STOCK       TOTAL    
                                             -----------   -----    ---------  ----------    ---------   ---------- 
                                                                                                                    
BALANCES, JANUARY 1, 1995................... 181,991,276   $ 940    $699,116   $  487,007    $(156,141)  $1,030,922 
  Exercise of common stock options..........   1,146,500       -       1,889            -        3,352        5,241 
  Tax benefit from stock option exercises...           -       -       4,217            -            -        4,217 
  Repurchases of common stock...............     (31,576)      -           -            -         (482)        (482)
  Other.....................................     235,294       -       5,594            -          688        6,282 
  Net income................................           -       -           -      163,163            -      163,163 
                                             -----------   -----    --------   ----------    ---------   ---------- 
BALANCES, DECEMBER 31, 1995................. 183,341,494     940     710,816      650,170     (152,583)   1,209,343 
  Exercise of common stock options..........   1,677,550       -       3,418            -        5,297        8,715 
  Tax benefit from stock option exercises...           -       -      10,137            -            -       10,137 
  Repurchases of common stock...............  (6,683,129)      -           -            -     (144,226)    (144,226)
  Other.....................................           -       -         869            -            -          869 
  Net income................................           -       -           -      206,045            -      206,045 
                                             -----------   -----    --------   ----------    ---------   ---------- 
BALANCES, DECEMBER 31, 1996................. 178,335,915     940     725,240      856,215     (291,512)   1,290,883 
  Exercise of common stock options..........   1,136,888       -         369            -        5,842        6,211 
  Tax benefit from stock option exercises...           -       -       6,580            -            -        6,580 
  Repurchases of common stock...............     (50,981)      -           -            -       (1,126)      (1,126)
  Other.....................................           -       -       2,358            -            -        2,358 
  Net income................................           -       -           -      207,578            -      207,578 
                                             -----------   -----    --------   ----------    ---------   ---------- 
BALANCES, DECEMBER 31, 1997................. 179,421,822   $ 940    $734,547   $1,063,793    $(286,796)  $1,512,484 
                                             ===========   =====    ========   ==========    =========   ========== 

           The accompanying notes are an integral part of these consolidated financial statements.                  

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                                                        · Enlarge/Download Table

                                      MIRAGE RESORTS, INCORPORATED                                                

                                  CONSOLIDATED STATEMENTS OF CASH FLOWS                                           
                                             (IN THOUSANDS)                                                       

                                                                                    YEAR ENDED DECEMBER 31        
                                                                          --------------------------------------- 
                                                                              1997           1996          1995   
                                                                          -----------     ---------     --------- 
                                                                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES                                                                              
 Net income.............................................................. $   207,578     $ 206,045     $ 163,163 
 Adjustments to reconcile net income to net cash provided by                                                      
  operating activities                                                                                            
    Provision for losses on receivables..................................      19,213        14,480        23,024 
    Depreciation and amortization of property and equipment,                                                      
      including amounts reported as corporate expense....................      97,533        93,319        90,575 
    Equity in undistributed earnings of Monte Carlo......................     (29,601)       (9,273)            - 
    Amortization of debt discount and issuance costs.....................      14,778        14,514        13,172 
    Loss on early retirements of debt....................................       3,422             -        10,439 
    Deferred income taxes................................................      15,076        30,230        43,568 
    Changes in components of working capital pertaining to                                                        
      operating activities                                                                                        
       Increase in receivables and other current assets..................     (49,198)      (25,834)      (42,794)
       Increase in trade accounts payable and accrued expenses...........      10,996        16,665        24,284 
    Other................................................................       1,546        (8,266)        1,523 
                                                                          -----------     ---------     --------- 
          Net cash provided by operating activities......................     291,343       331,880       326,954 
                                                                          -----------     ---------     --------- 

CASH FLOWS FROM INVESTING ACTIVITIES                                                                              
 Capital expenditures....................................................  (1,058,900)     (407,276)     (182,993)
 Net (increase) decrease in construction deposits........................    (111,665)       (5,970)        1,194 
 Increase in construction payables.......................................      27,452        27,511         1,447 
 Proceeds from sales of property and equipment...........................      30,825         5,121         2,763 
 Preopening costs........................................................     (22,220)       (8,665)       (1,668)
 Joint venture and other investments.....................................     (52,990)      (23,976)      (29,084)
 Proceeds from sale of joint venture interest and other investments......           -        30,627         8,249 
 Other...................................................................      (6,309)         (741)            - 
                                                                          -----------     ---------     --------- 
          Net cash used for investing activities.........................  (1,193,807)     (383,369)     (200,092)
                                                                          -----------     ---------     --------- 

CASH FLOWS FROM FINANCING ACTIVITIES                                                                              
 Net increase (decrease) in bank credit facility and commercial                                                   
  paper borrowings.......................................................     612,795       (41,882)       21,882 
 Proceeds from issuance of notes and debentures..........................     296,052       247,387             - 
 Early retirements of public debt........................................           -             -      (134,180)
 Other decreases in debt.................................................        (453)         (264)      (21,985)
 Repurchases of common stock.............................................      (1,126)     (144,226)         (482)
 Exercise of common stock options, including related income                                                       
  tax benefit............................................................      12,791        18,852         9,458 
 Other...................................................................        (166)        5,504          (671)
                                                                          -----------     ---------     --------- 
          Net cash provided by (used for) financing activities...........     919,893        85,371      (125,978)
                                                                          -----------     ---------     --------- 

CASH AND CASH EQUIVALENTS                                                                                         
 Increase for the year...................................................      17,429        33,882           884 
 Balance, beginning of year..............................................      81,908        48,026        47,142 
                                                                          -----------     ---------     --------- 
 Balance, end of year.................................................... $    99,337     $  81,908     $  48,026 
                                                                          ===========     =========     ========= 

SUPPLEMENTAL CASH FLOW DISCLOSURES                                                                                
  Cash paid during the year for                                                                                   
    Interest, net of amounts capitalized................................. $         -     $       -     $  13,325 
    Income taxes, net of refunds.........................................      72,000        93,000        37,000 
  Noncash investing activities                                                                                    
    Contribution of land in exchange for partnership interest............           -             -        23,170 

          The accompanying notes are an integral part of these consolidated financial statements.                 

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    MIRAGE RESORTS, INCORPORATED

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES         

          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"), which opened  June 21, 1996 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 con-
     structed on approximately   23  acres  in   Biloxi,  Mississippi.
     Bellagio is scheduled to open in October 1998 and Beau Rivage  is
expected to open in the first quarter of 1999.              

          PRINCIPLES OF CONSOLIDATION.    The  consolidated  financial
     statements  include  the   accounts  of  the   Company  and   its
     subsidiaries.     All  significant   intercompany  balances   and
     transactions have been  eliminated.  Investments  in 50% or  less
     owned entities over which the Company has the ability to exercise
     significant influence,  including joint  ventures such  as  Monte
Carlo, are accounted for using the equity method.           

          CASINO REVENUES AND PROMOTIONAL ALLOWANCES.     The  Company
     recognizes as casino revenues the net win from gaming activities,
     which is the difference between gaming wins and losses.  Revenues
     include the estimated  retail value of  rooms, food and  beverage
     and  other  goods  and  services  provided  to  customers  on   a
complimentary basis as follows:                             

                                                                · Download Table

                              YEAR ENDED DECEMBER 31    
                          ------------------------------
                             1997       1996       1995 
                          --------   --------   --------
                                                        
Rooms.................... $ 55,153   $ 55,125   $ 52,592
Food and beverage........   64,575     66,424     63,664
Other....................    7,770      7,264      6,716
                          --------   --------   --------
                          $127,498   $128,813   $122,972
                          ========   ========   ========

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    NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          After  being  included in gross revenues, such  amounts  are
     then  deducted as promotional allowances.    The estimated  costs
     of providing these promotional allowances, totaling $90.2 million
     in 1997, $88.3  million in 1996 and  $87.2  million in 1995, have
been classified primarily as casino costs and expenses.     

          CASH AND CASH EQUIVALENTS.   The Company classifies  as cash
     equivalents all highly liquid debt instruments with a maturity of
     three months  or  less  when purchased.    Cash  equivalents  are
carried at cost which approximates fair value.              

          CONCENTRATIONS OF CREDIT RISK.  Financial instruments  which
     potentially subject the Company to concentrations of credit  risk
  consist principally of short-term investments and receivables.

          The  Company's  short-term  investments typically consist of
     U.S. Government-backed repurchase  agreements  with maturities of
     30 days or less.   Such  investments  are  made  with   financial
     institutions  having a high credit quality and the Company limits
     the  amount  of  its  credit   exposure  to  any  one   financial
     institution.  Due  to the short-term  nature of the  instruments,
     the Company does not take possession of the securities, which are
instead held in a custodial account.                        

          The Company extends credit to  a  limited  number of  casino
     patrons, but only following background checks and  investigations
     of creditworthiness.  At December 31, 1997, a substantial portion
     of  the  receivables  was  due  from  foreign  customers.     The
     collectibility of these receivables  could be affected by  future
     business or economic  trends or other  significant events in  the
countries in which such customers reside.                   

          The Company maintains an allowance  for doubtful accounts to
     reduce  its   receivables  to   their  carrying   amount,   which
     approximates fair value.  Management believes that as of December
     31, 1997, no  significant concentrations of  credit risk  existed
     for which  an  allowance  had not  already  been  determined  and
recorded.                                                   

          INVENTORIES.  Inventories are stated at the lower of cost or
     market value.  Cost is determined by the first-in, first-out  and
specific identification methods.                            

          PROPERTY  AND EQUIPMENT.  Property and  equipment are stated
     at cost. Depreciation is provided over the estimated useful lives
     of the  assets  using  the  straight-line  method  for  financial
     reporting  purposes  and  accelerated  methods  for  income   tax
purposes.                                                   

          The costs of significant improvements are capitalized. Costs
     of normal repairs are charged to  expense as incurred.  The  cost
     and accumulated depreciation of property and equipment retired or
     otherwise disposed of are eliminated from the respective accounts
and any resulting gain or loss is included in income.       

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    NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          CAPITALIZED INTEREST.   Interest cost associated with  major
     construction projects  is capitalized.    Since  no debt has been
     incurred   specifically  for   the  Company's   current projects,
     interest is  capitalized  on   amounts  expended on  the projects
     using the weighted  average cost of  the   Company's  outstanding
     borrowings.  The amount of interest capitalized in any accounting
     period cannot exceed the  Company's total interest  cost  in such
     period.  Capitalization of  interest ceases when  the  project is
substantially complete.                                     

          PREOPENING COSTS.  Preopening costs, representing  primarily
     direct personnel and other costs incurred prior to the opening of
     a new hotel-casino, are capitalized as incurred and amortized  to
     expense over the 60-day period  following opening of the  related
     facility. Capitalized preopening costs associated with new hotel-
     casinos  scheduled  to  open within one year from the date of the
     financial  statements  are  classified   as   current  assets and
     included in "Prepaid  expenses and  other."    For  new  projects
     scheduled  to  open  more  than  one  year  from  the date of the
     financial statements, such costs are  included in  "Other assets,
net."                                                       

          DEBT DISCOUNT AND ISSUANCE COSTS. Debt discount and issuance
     costs are capitalized and amortized to expense based on the terms
     of the  related  debt  agreements using  the  effective  interest
     method or  a method  which  approximates the  effective  interest
method.                                                     

          CORPORATE EXPENSE.  Corporate expense represents unallocated
     payroll costs, professional fees, costs associated with operating
     and maintaining the Company's aircraft and various other expenses
     not directly related  to operating  the Company's  hotel-casinos.
     Corporate  expense  includes  the   costs  associated  with   the
     Company's evaluation  and pursuit  of new  gaming  opportunities.
     Such costs  are  expensed as  incurred  until construction  of  a
project has become relatively certain.                      

          INCOME PER  SHARE OF COMMON STOCK.    In  1997, the  Company
     adopted Statement  of Financial  Accounting Standards  No. 128  -
     Earnings  Per Share  ("SFAS 128").   SFAS 128 replaces previously
     reported earnings per share with "basic"   earnings per share and
     "diluted"  earnings  per share.   Basic  earnings  per  share  is
     computed by dividing  reported earnings  by the  weighted-average
     number of common shares outstanding  during the period.   Diluted
     earnings per  share  reflects  the additional  dilution  for  all
     potentially dilutive securities such  as stock options.   Diluted
     earnings per share  is similar to  earnings per share  previously
     reported by the Company, but includes the potential dilution  for
     stock options that become exercisable  more than five years  from
     the date of  the financial statements.   All previously  reported
     income per share amounts have been restated herein to reflect the
adoption of SFAS 128.                                       

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    NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

                                                        · Enlarge/Download Table

                                                                    YEAR ENDED DECEMBER 31         
                                                            ---------------------------------------
                                                               1997          1996          1995    
                                                            -----------   -----------   -----------
                                                                                                   
Weighted-average common shares outstanding (used in                                                
  the computation of basic earnings per share)............. 178,816,348   182,988,904   182,496,454
Potential dilution from the assumed exercise of common                                             
  stock options............................................  13,719,527    13,694,408     9,834,960
                                                            -----------   -----------   -----------
Weighted-average common and common equivalent shares                                               
  (used in the computation of diluted earnings                                                     
  per share)............................................... 192,535,875   196,683,312   192,331,414
                                                            ===========   ===========   ===========

          Pursuant  to  SFAS  128,  options  having  an exercise price
     greater than the  average market  price of  the underlying common
     stock  during  the  period  are excluded from  the computation of
     diluted earnings per share.  Substantially all of  the  Company's
     outstanding stock options were  included in the calculations  for
the periods presented.                                      

          RECLASSIFICATIONS.   Certain  amounts  in  the 1996 and 1995
     consolidated  financial  statements  have  been  reclassified  to
     conform to the 1997 presentation.  These reclassifications had no
effect on the Company's net income.                         

          USE OF ESTIMATES. The consolidated financial statements have
     been prepared in  conformity with  generally accepted  accounting
     principles.    Those  principles   require  management  to   make
     estimates and  assumptions that  affect the  reported amounts  of
     assets and liabilities  and disclosure of  contingent assets  and
     liabilities at the date of the financial statements and  reported
     amounts of  revenues and  expenses during  the reporting  period.
Actual results could differ from such estimates.            

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NOTE 2 - PROPERTY AND EQUIPMENT                             

Property and equipment consisted of the following:

                                                        · Enlarge/Download Table


                                                                   AT DECEMBER 31     
                                                              ----------------------- 
                                                                  1997         1996   
                                                              ----------   ---------- 
                                                                                      
Land......................................................... $  330,015   $  302,885 
Land improvements............................................    125,523      118,934 
Buildings....................................................    946,464      918,936 
Furniture, fixtures and equipment............................    686,686      638,218 
                                                              ----------   ---------- 
                                                               2,088,688    1,978,973 
Less accumulated depreciation................................   (633,563)    (551,955)
                                                              ----------   ---------- 
                                                              $1,455,125   $1,427,018 
                                                              ==========   ========== 

NOTE 3 - OTHER ASSETS, NET                                  

Other assets, net consisted of the following:     

                                                        · Enlarge/Download Table

                                                                   AT DECEMBER 31    
                                                              -----------------------
                                                                  1997         1996  
                                                              ----------   ----------
                                                                                     
Construction deposits........................................ $  114,963   $    6,249
Joint venture and other investments..........................    145,355       66,703
Other, net...................................................     69,901       51,373
                                                              ----------   ----------
                                                              $  330,219   $  124,325
                                                              ==========   ==========

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NOTE 4 - LONG-TERM DEBT                                     

Long-term debt consisted of the following:        

                                                        · Enlarge/Download Table


                                                                   AT DECEMBER 31     
                                                              ----------------------- 
                                                                  1997         1996   
                                                              ----------   ---------- 
                                                                                      
Zero coupon first mortgage notes (effective interest                                  
  rate of 11%), repaid March 1998............................ $  130,074   $  116,699 
9-1/4% senior subordinated notes, redeemed March 1998........    100,000      100,000 
Revolving bank credit facility, at a weighted average                                 
  interest rate of 6.22%.....................................    365,000            - 
Commercial paper notes, at a weighted average effective                               
  interest rate of 6.03%.....................................    247,795            - 
7-1/4% notes, due October 2006, net of unamortized original                           
  issue discount of $299 and $323............................    249,701      249,677 
6-3/4% notes, due August 2007, net of unamortized original                            
  issue discount of $879.....................................    199,121            - 
7-1/4% debentures, due August 2017, net of unamortized                                
  original issue discount of $302............................     99,698            - 
Other notes bearing interest at rates between 6% and 12%                              
  at December 31, 1997, maturities to September 2007.........      6,266        2,217 
                                                              ----------   ---------- 
                                                               1,397,655      468,593 
Less current maturities......................................       (927)        (453)
                                                              ----------   ---------- 
                                                              $1,396,728   $  468,140 
                                                              ==========   ========== 

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NOTE 4 - LONG-TERM DEBT (CONTINUED)                         

          The  zero  coupon  first mortgage notes were issued in March
     1988 by GNS FINANCE CORP. ("Finance"), a wholly  owned subsidiary
     of the Company.  The notes were collateralized by first  liens on
     The Mirage and Treasure  Island  and  guaranteed  by  The  Mirage
     operating subsidiary.  The notes are shown in the above  table at
     their  accreted  value  rather  than  their face  amount, as  the
     holders  of the  notes were not entitled to the face amount  upon
     default or other accelerated maturity,  but only to the  accreted
     value.  The unamortized debt discount was $2.9 million and  $16.3
     million at December 31, 1997 and  1996, respectively.  The  notes
     are  classified  as  long-term  debt because the Company used its
     revolving bank credit  facility and  commercial paper  borrowings
     (classified as long-term debt as  discussed below) to fund  their
March 15, 1998 maturity.                                    

          The 9-1/4%  senior subordinated notes were issued by Finance
     in  March 1993 and guaranteed by The Mirage operating subsidiary.
     On  March  15,  1998,  the Company used its revolving bank credit
     facility  and commercial  paper borrowings to redeem the notes at
     104.11% of the principal  amount.   The notes  were scheduled  to
     mature in March 2003.  The redemption premium  and the  write-off
     of the unamortized debt issue costs resulted in an  extraordinary
     loss of $3.5  million, net  of applicable income  tax  benefit of
     $1.9 million,  which  will  be  reflected in  the Company's  1998
first quarter operating results.                            

          On March  7, 1997, the Company's  $1 billion revolving  bank
     credit facility maturing in May 1999 was amended to increase  the
     total availability to  $1.75 billion and  extend the maturity  to
     March 2002 (as so amended, the  "Bank Facility").  Under  certain
     circumstances, the Bank Facility can be increased to $2  billion.
     Borrowings under the Bank Facility are uncollateralized and  bear
     interest, at the  Company's option,  at the  prime rate  or at  a
     specified premium over the one-, two-, three- or six-month London
     Interbank Offered Rate ("LIBOR").    The premium is based  on the
     credit rating of the Company's 7-1/4% notes due October 2006  and
     is currently 0.35%  per annum.   Alternatively,  the Company  may
     request interest rate  bids from  the participating  banks.   The
     Company incurs an annual commitment fee on the unused portion  of
     the Bank Facility, which  is also based on  the credit rating  of
     the 7-1/4% notes.   The commitment  fee is  currently 0.125%  per
annum.                                                      

          The loan  agreement governing the Bank  Facility contains  a
     covenant that the Company will not permit its Leverage Ratio  (as
     defined)  to  exceed  a  specified  amount.    During  1998,  the
     Company's Leverage Ratio may not exceed  5 to 1, except that  the
     maximum permitted ratio at September 30, 1998 is 5.85 to 1.   The
     Company is  required to  pay an  additional  0.10% per  annum  on
     LIBOR-based borrowings when its Leverage Ratio exceeds 3.5 to  1.
     At December 31, 1997, the Company's Leverage Ratio was 3.37 to 1.
     The loan agreement also  contains  a  covenant  that  limits  the

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NOTE 4 - LONG-TERM DEBT (CONTINUED)                         

     ability of the Company and its subsidiaries, prior to the opening
     of  Bellagio, to pay  dividends on or  repurchase  the  Company's
     capital stock,  make  capital expenditures (other  than  mainten-
     ance capital  expenditures   and   capital  expenditures  for the
     completion  of Bellagio  and  Beau Rivage)  and  acquisitions  or
     invest in  less-than-majority-owned  new business ventures.    At
     December  31, 1997, the loan  agreement limited such expenditures
     to  an aggregate of  approximately  $525 million.    Such  amount
     increases  by  50%  of  the   Company's  consolidated  net income
     plus 100% of cash proceeds received  from any future issuances of
     its capital  stock.    The  loan   agreement  provides that, with
     certain   limited  exceptions, the  Company  and its subsidiaries
     will  not  further  encumber  their  assets  or  dispose of their
Core Assets (as defined).                                   

          In  many  respects, the amended Bank Facility is  tantamount
     to  a new facility.   As  a  result,  the  Company  wrote off the
     unamortized up-front costs  and fees associated with the original
     $1 billion facility, resulting in an extraordinary charge of $2.2
     million ($0.01 per share basic and diluted),  net  of  applicable
income tax benefit of $1.2 million.                         

          The Company has a commercial paper program that provides for
     the issuance,  on  a  revolving basis,  of  up  to  $500  million
     outstanding  principal  amount  of  uncollateralized   short-term
     notes.  The Company is  required to maintain credit  availability
     under the Bank Facility equal to the outstanding principal amount
of commercial paper borrowings.                             

          Bank Facility borrowings  and  commercial  paper  notes  are
     classified  as  long-term  debt  because  management  intends  to
     replace such  borrowings  as  they come  due  and  to  have  such
     borrowings outstanding  for  a  period  greater  than  one  year.
     However, the  amount of  outstanding  borrowings is  expected  to
fluctuate and may be reduced from time to time.             

          The 7-1/4% notes were issued by the Company in October 1996.
     The Company issued the 6-3/4% notes and the 7-1/4% debentures  in
August 1997.                                                

          On February 4, 1998, the Company issued $200 million princi-
     pal 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  on October 30, 1997  that
     allows the Company to issue a total of up to $750 million of debt
     or equity  securities  or  any  combination  thereof.    The  net
     proceeds  from  the  offering  of  approximately  $394.7  million
     (after deducting original issue discount and debt issuance costs)
     were used  to reduce  outstanding  Bank Facility  and  commercial
paper borrowings.                                           

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NOTE 4 - LONG-TERM DEBT (CONTINUED)                         

          All of  the outstanding notes  and debentures  issued by the
     Company are redeemable, in whole or in part, at the option of the
     Company at any time at a redemption price equal to the greater of
     (i)  100% of the principal amount or (ii)  the sum of the present
     values of the remaining scheduled interest and principal payments
     discounted to the date of redemption on a semiannual basis at the
     Adjusted Treasury  Rate  (as  defined),  plus,  in  either  case,
accrued interest to the redemption date.                    

          In 1995, the Company retired, prior  to scheduled  maturity,
     $126.0 million principal  amount of 9-7/8%  first mortgage  notes
     issued by  a  wholly owned  subsidiary  and associated  with  The
     Mirage and  Treasure  Island.   The  retirement  resulted  in  an
     extraordinary loss of  $6.8 million  ($0.04 per  share basic  and
     $0.03 per share diluted), net of applicable income tax benefit of
$3.6 million.                                               

          After giving  effect  to  the  payment  of  the zero  coupon
     first mortgage notes upon maturity  as described above, the  only
     significant debt maturing during the next five years are  amounts
     borrowed under or backed by the  Bank Facility, which matures  in
     March 2002.  Outstanding Bank Facility borrowings and  commercial
     paper notes backed by the Bank Facility totaled $655.7 million at
March 16, 1998.                                             

          The estimated fair value of the Company's long-term  debt at
     December 31, 1997 was  approximately $1,407,000, versus its  book
     value of $1,397,655.   At December 31,  1996, the estimated  fair
     value of the Company's long-term debt was approximately $485,000,
     versus its  book value  of $468,593.   The  estimated fair  value
     amounts were based on quoted market  prices on or about  December
     31, 1997  and 1996  for the  Company's debt  securities that  are
     traded.  For the debt securities that are not traded, fair  value
     was based on estimated discounted cash flows using current  rates
     offered  to  the  Company  for  debt  securities  having  similar
remaining maturities.                                       

NOTE 5 - INCOME TAXES                                       

          The  provision  for  income taxes  for  financial  reporting
purposes consisted of the following:                        

                                                                · Download Table

                                                 YEAR ENDED DECEMBER 31     
                                             ------------------------------ 
                                               1997       1996        1995  
                                             --------   --------    ------- 
                                                                            
Income from continuing operations........... $115,276   $112,363    $95,313 
Tax benefit from extraordinary losses                                       
  on early retirements of debt..............   (1,198)         -     (3,654)
                                             --------   --------    ------- 
                                             $114,078   $112,363    $91,659 
                                             ========   ========    ======= 

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NOTE 5 - INCOME TAXES (CONTINUED)                           

          The provision for income  taxes attributable to income  from
continuing operations consisted of the following:           

                                                                · Download Table


                                                 YEAR ENDED DECEMBER 31     
                                             ------------------------------ 
                                               1997       1996        1995  
                                             --------   --------    ------- 
                                                                            
CURRENT                                                                     
  Federal................................... $ 90,185   $ 82,165    $51,564 
  State.....................................       15         38        (33)
                                             --------   --------    ------- 
                                               90,200     82,203     51,531 
DEFERRED                                                                    
  Federal...................................   25,076     30,160     43,782 
                                             --------   --------    ------- 
                                             $115,276   $112,363    $95,313 
                                             ========   ========    ======= 

          There were no  significant differences between  the  federal
     income tax statutory  rate and the  Company's effective tax  rate
for the years ended December 31, 1997, 1996 and 1995.       

          The  Internal Revenue  Service has completed examinations of
     the  Company's federal  income tax returns for the years 1991 and
     1992 and an examination of the years  1993 and 1994  is currently
     in process.  A number of adjustments  have been proposed  but  no
     settlement has been reached.  In  the opinion of management,  any
     tax liability arising  from these  examinations will  not have  a
     material adverse effect  on the Company's  financial position  or
results of operations.                                      

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NOTE 5 - INCOME TAXES (CONTINUED)                           

          The  components of  the deferred tax liability  consisted of
the following:                                              

                                                                · Download Table

                                                           AT DECEMBER 31   
                                                        --------------------
                                                          1997        1996  
                                                        --------    --------
                                                                            
DEFERRED TAX LIABILITIES                                                    
 Temporary differences related to property                                  
  and equipment......................................   $161,129    $146,496
 Other temporary differences.........................     18,536      20,968
                                                        --------    --------
    Gross deferred tax liabilities...................    179,665     167,464
                                                        --------    --------
DEFERRED TAX ASSETS                                                         
 Temporary differences related to receivables........     13,612      13,536
 Accrued vacation pay................................      5,007       5,117
 Other temporary differences.........................      9,678      12,519
                                                        --------    --------
    Gross deferred tax assets........................     28,297      31,172
                                                        --------    --------
    Net deferred tax liabilities.....................   $151,368    $136,292
                                                        ========    ========

NOTE 6 - EMPLOYEE BENEFIT PLANS                             

          Employees  of the  Company who are members of various unions
     are covered  by  union-sponsored,  collectively bargained, multi-
     employer health and  welfare and defined  benefit pension  plans.
     The Company recorded an expense of  $29.8 million in 1997,  $26.5
     million in  1996 and  $29.8 million  in  1995 under  such  plans.
     Sufficient information is not available from the plans'  sponsors
     to permit the Company to determine  its share of unfunded  vested
benefits, if any.                                           

          The  Company  has  a retirement  savings  plan under Section
     401(k)   of  the   Internal  Revenue  Code covering its non-union
     employees.  The plan allows employees to defer, within prescribed
     limits,  up to 15%  of  their income  on  a pre-tax basis through
     contributions to the plan. The Company matches, within prescribed
     limits,  50%  of eligible  employees'  contributions  up to 4% of
     their individual earnings.  The Company  recorded   charges   for
     matching contributions of $4.3 million in 1997,  $4.0  million in
1996  and $3.5 million in 1995.                             

          The Company also has deferred  compensation  and  retirement
     arrangements with  certain  of  its  executives  and   directors.
     Benefits payable  under  the arrangements  represent unfunded and
     unsecured liabilities of the Company.  The Company recorded total
     expense of $0.9  million  in  1997, $1.6 million in 1996 and $2.3
     million in 1995 for  these arrangements.    The  total  liability
     for  the  arrangements  at  December 31, 1997 and 1996 was  $11.7
million and $10.2  million, respectively.                   

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NOTE 7 -  COMMITMENTS AND CONTINGENCIES                     

          LEASES. The Company leases real estate and various equipment
     under operating lease arrangements.   Certain real estate  leases
     provide for  escalation  of rent  based  upon a  specified  price
     index.  Future minimum payments  for lease commitments in  effect
     at December 31, 1997 total $37.7 million.  Of this amount,  $12.1
     million is  payable during  the  five-year period  subsequent  to
     December 31, 1997.   Aggregate rent expense  was $5.6 million  in
1997, $4.2 million in 1996 and $3.6 million in 1995.        

          ENTERTAINMENT SERVICES.   The Company has  entered  into two
     agreements for major  productions appearing in  the showrooms  at
     The Mirage and Treasure Island.  These agreements expire in  2001
     and 2004, respectively.  Under the  terms of the agreements,  the
     Company is required to pay the producers of the shows a total  of
     approximately $28  million  per year  and  a percentage  of  show
     revenues in excess of a specified amount or a percentage of  show
     profits.    Such   payments  are  contingent   upon  the   actual
     performance of  shows  and under  certain  conditions,  including
     failure of  the respective  show to  achieve specified  financial
     results,  the  Company  may  terminate  the  agreements   without
     material financial obligation.  The producers are responsible for
     paying the talent and most other  costs of presenting the  shows.
     The Company  made payments  pursuant to  the agreements  totaling
     approximately $51.7 million  in 1997, $49.6  million in 1996  and
$46.7 million in 1995.                                      

          LITIGATION.   The  Company  is  a  party  to  various  legal
     proceedings, most of which  relate to routine matters  incidental
     to its business.  Management does not believe that the outcome of
     such proceedings  will  have a  material  adverse effect  on  the
Company's financial position or results of operations.      

NOTE 8 - STOCK OPTIONS AND STOCK APPRECIATION RIGHTS        

          At  December  31,  1997, the  Company had  in effect various
     fixed stock  option  plans under  which  options  are  granted to
     employees and directors of  the  Company.  Options  granted under
     the  plans typically have an exercise price equal  to  the market
     price of the Company's common stock  on the  date of grant  and a
     term of 10 years.  Options  granted  under  the  plans  generally
     become exercisable either ratably over,  or  on  a  single  date,
     three  to five years from the  date of grant.   In 1995,  a total
     of  seven million options were granted to  certain  executives of
     the Company that become  exercisable approximately 10  years from
     the date of grant.  Certain of the plans also permit the granting
     of  stock appreciation rights ("SARs").  At December 31, 1997, no
SARs had been granted under the plans.                      

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     NOTE 8 -  STOCK OPTIONS AND STOCK APPRECIATION RIGHTS (CONTINUED)

          Summarized information for  the stock  option  plans  is  as
follows:                                                    

                                                        · Enlarge/Download Table

                                                       YEAR ENDED DECEMBER 31                          
                               ------------------------------------------------------------------------
                                         1997                   1996                     1995          
                               ----------------------  ----------------------  ------------------------
                                             WEIGHTED-               WEIGHTED-               WEIGHTED- 
                                             AVERAGE                  AVERAGE                 AVERAGE  
                                             EXERCISE                 EXERCISE                EXERCISE 
                                 OPTIONS      PRICE       OPTIONS      PRICE      OPTIONS      PRICE   
                               ----------  -----------  ----------  -----------  ----------  ----------
                                                                                                       
Outstanding at beginning                                                                               
  of year..................... 34,842,950    $  9.47    35,490,500    $  8.99    25,258,668    $  5.70 
Granted.......................  2,872,500      23.00     1,130,000      18.73    11,570,000      15.93 
Exercised..................... (1,136,888)      5.46    (1,677,550)      5.19    (1,146,500)      4.57 
Terminated....................          -                 (100,000)     16.31      (191,668)      6.59 
                               ----------               ----------               ----------            
Outstanding at end of year.... 36,578,562      10.66    34,842,950       9.47    35,490,500       8.99 
                               ==========               ==========               ==========            

Options exercisable (i.e.,                                                                             
  vested) at end of year...... 19,218,730    $  6.44    18,564,450    $  5.98    18,353,500    $  5.11 
Options and SARs available                                                                             
  for grant at end of year....    794,668                3,667,168                4,712,168            
                                                        · Enlarge/Download Table

  The following table summarizes information about stock options outstanding at December 31, 1997:   

                        OPTIONS OUTSTANDING                                    OPTIONS EXERCISABLE   
---------------------------------------------------------------------     ---------------------------
                                          WEIGHTED-                                                  
                                           AVERAGE          WEIGHTED-                      WEIGHTED- 
     RANGE OF                             REMAINING          AVERAGE                        AVERAGE  
     EXERCISE                  NUMBER    CONTRACTUAL        EXERCISE        NUMBER         EXERCISE  
      PRICES                OUTSTANDING      LIFE             PRICE       EXERCISABLE        PRICE   
------------------          -----------  ------------       ---------     -----------      ----------
                                                                                                     
$  3.43 to  $ 5.98.........  12,182,062     3.9 years       $  4.71       10,157,062         $  4.75 
   6.55 to   12.00.........   9,738,000     5.2                7.56        7,783,000            7.06 
  13.56 to   16.75.........  11,136,000     7.6               16.08        1,264,000           15.93 
  18.69 to   29.63.........   3,522,500     9.2               22.64           14,668           21.77 
                             ----------                                   ----------                 
                             36,578,562     5.9               10.66       19,218,730            6.44 
                             ==========                                   ==========                 

          In 1996, the Company adopted the provisions of  Statement of
     Financial Accounting Standards  No. 123 -  Accounting for  Stock-
     Based Compensation ("SFAS 123").  SFAS 123 provides, among  other
     things, that companies  may elect to  account for employee  stock
     options using a fair value-based method or continue to apply  the
     intrinsic value-based method  prescribed by Accounting  Principal
Board Opinion No. 25 ("APB 25").                            

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     NOTE 8 -  STOCK OPTIONS AND STOCK APPRECIATION RIGHTS (CONTINUED)

          Under the fair value-based  method  prescribed  by SFAS 123,
     all employee stock option grants  are  considered   compensatory.
     Compensation cost is measured at the  date of grant based on  the
     estimated fair value  of the options  determined using an  option
     pricing model.  The model takes into account the stock  price  at
     the grant  date, the  exercise price,  the expected  life of  the
     option, the volatility  of the stock,  expected dividends on  the
     stock and the risk-free interest rate  over the expected life  of
     the option.  Under APB 25, generally only stock options that have
     intrinsic value at the date of grant are considered compensatory.
     Intrinsic value  represents the  excess, if  any, of  the  market
     price of the stock at the  grant date over the exercise price  of
     the options.  Under both methods, compensation cost is charged to
earnings over the period the options become exercisable.    

          As permitted by  SFAS 123, the Company accounts for employee
     stock   options   using   the   intrinsic   value-based   method.
   Accordingly, no material compensation cost has been recognized.

          The following table discloses the  Company's  pro forma  net
     income and net  income per share  assuming compensation cost  for
     employee stock options had been determined using the fair  value-
     based method prescribed by  SFAS 123.   The table also  discloses
     the weighted-average  assumptions  used in  estimating  the  fair
     value of each option grant on the date of grant using the  Black-
     Scholes option pricing model, and the estimated  weighted-average
     fair value of the options granted.  The model assumes no expected
future dividend payments on the Company's common stock.     

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     NOTE 8 -  STOCK OPTIONS AND STOCK APPRECIATION RIGHTS (CONTINUED)

                                                        · Enlarge/Download Table

                                                                 YEAR ENDED DECEMBER 31        
                                                         --------------------------------------
                                                            1997          1996          1995   
                                                         ----------    ----------    ----------
                                                                                               
INCOME BEFORE EXTRAORDINARY ITEM                                                               
  As reported........................................... $  209,803    $  206,045    $  169,948
  Pro forma.............................................    197,290       196,428       166,651
NET INCOME                                                                                     
  As reported........................................... $  207,578    $  206,045    $  163,163
  Pro forma.............................................    195,065       196,428       159,866
INCOME PER SHARE BEFORE EXTRAORDINARY ITEM                                                     
  Basic                                                                                        
    As reported......................................... $     1.17    $     1.13    $     0.93
    Pro forma...........................................       1.10          1.07          0.91
  Diluted                                                                                      
    As reported......................................... $     1.09    $     1.05    $     0.88
    Pro forma...........................................       1.04          1.00          0.87
NET INCOME PER SHARE                                                                           
  Basic                                                                                        
    As reported......................................... $     1.16    $     1.13    $     0.89
    Pro forma...........................................       1.09          1.07          0.88
  Diluted                                                                                      
    As reported......................................... $     1.08    $     1.05    $     0.85
    Pro forma...........................................       1.03          1.00          0.83
WEIGHTED-AVERAGE ASSUMPTIONS                                                                   
  Expected stock price volatility.......................     35.14%        35.90%        41.29%
  Risk-free interest rate...............................      6.49%         5.92%         6.64%
  Expected option lives.................................  6.2 years     5.1 years     8.6 years
  Estimated fair value of options granted............... $    11.05    $     8.65    $     9.57
WEIGHTED-AVERAGE VESTING PERIOD OF OPTIONS GRANTED......  5.3 years     3.8 years     7.7 years

          The  accounting  method  prescribed  by  SFAS  123   is  not
     applicable  to options granted prior to January 1, 1995.  Had the
     method  been applied to options granted in earlier years, compen-
     sation cost reflected  in the pro forma amounts shown above would
     have been higher  to  the  extent  the  vesting  period  for such
options extended into 1995 or beyond.                       

NOTE 9 -  CAPITAL STOCK                                     

          In July  1994, the Company's Board  of Directors approved  a
     program to repurchase  up to 10,000,000  shares of the  Company's
     common stock from time to time  in the open market.  At  December
     31, 1997, 6,737,900 shares had been repurchased pursuant to  this
     program.  The timing and amount  of future share repurchases,  if
     any, will depend on various factors, including market conditions,
     available alternative  investments  and the  Company's  financial
position.                                                   

          The Company's articles of incorporation  authorize 5,000,000
shares of preferred stock, none of which has been issued.   

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NOTE 10 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)       

                                                        · Enlarge/Download Table


                                                    FIRST     SECOND     THIRD      FOURTH      TOTAL    
                                                  --------   --------   --------   --------   ---------- 
                                                                                                         
1997                                                                                                     
Gross revenues................................... $394,399   $373,757   $400,631   $377,262   $1,546,049 
Promotional allowances...........................  (32,360)   (29,396)   (31,478)   (34,264)    (127,498)
Net revenues.....................................  362,039    344,361    369,153    342,998    1,418,551 
Operating income.................................   90,737     76,837     87,453     71,014      326,041 
Interest and other income (expense), net.........   (3,017)    (1,179)    (2,380)     5,614         (962)
Income before extraordinary item.................   56,689     48,901     54,899     49,314      209,803 
Extraordinary loss on early retirement of debt...   (2,225)         -          -          -       (2,225)
Net income.......................................   54,464     48,901     54,899     49,314      207,578 
Income per share before extraordinary item                                                               
  Basic..........................................      .32        .27        .31        .28         1.17 
  Diluted........................................      .30        .25        .28        .26         1.09 
Net income per share                                                                                     
  Basic..........................................      .31        .27        .31        .28         1.16 
  Diluted........................................      .28        .25        .28        .26         1.08 

1996                                                                                                     
Gross revenues................................... $408,668   $343,183   $370,825   $373,681   $1,496,357 
Promotional allowances...........................  (34,460)   (30,531)   (32,273)   (31,549)    (128,813)
Net revenues.....................................  374,208    312,652    338,552    342,132    1,367,544 
Operating income.................................   98,124     59,318     75,975     79,253      312,670 
Interest and other income (expense), net.........    4,381      3,745       (990)    (1,398)       5,738 
Net income.......................................   64,587     40,599     48,736     52,123      206,045 
Net income per share                                                                                     
  Basic..........................................      .35        .22        .27        .29         1.13 
  Diluted........................................      .33        .20        .25        .27         1.05 

          In the fourth quarter of  1997, the Company recorded  a $3.5
     million gain related to  the sale of a  corporate aircraft.   The
     1997 fourth  quarter also  includes a  $5.3 million  increase  in
     capitalized interest resulting  from a  cumulative adjustment  to
     properly reflect  the  Company's investment-to-date  in  its  new
projects.                                                   

          In the fourth  quarter of 1996, the Company recorded  a $7.0
     million reduction in its provision for losses on receivables  due
     to better  than  expected  collection  experience.    The  fourth
     quarter of 1996 also includes a $1.2 million gain on the sale  of
     another corporate aircraft and a $5.4 million abandonment  charge
     related  to  construction  of  a  new  hotel  lobby  and  Italian
restaurant at Treasure Island.                              

          Because income per share amounts  are  calculated using  the
     weighted average number of common and dilutive common  equivalent
     shares outstanding during each quarter, the sum of the per  share
     amounts for the four quarters may not equal the total income  per
share amounts for the year.                                 

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    SIGNATURES

          Pursuant to the requirements of Section 13  or 15(d)  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

                          By:        STEPHEN A. WYNN
                                        ------------------------------
                                        Stephen  A.  Wynn, Chairman of
                                        the Board, President and Chief
                           Executive Officer

Dated:  March 30, 1998                                      

          Pursuant  to the requirements of the Securities Exchange Act
     of 1934,  this  report  has been  signed below  by the  following
     persons on behalf of  the Registrant  and in  the capacities  and
on the dates indicated.                                     

                                                                · Download Table

                                                                             
      Signature                      Title                          Date     
----------------------   --------------------------------      --------------

   STEPHEN A. WYNN       Chairman of the Board, President      March 30, 1998
----------------------   and Chief Executive Officer                         
   Stephen A. Wynn       (Principal Executive Officer)                       

    DANIEL R. LEE        Senior Vice President - Finance       March 30, 1998
----------------------   and Development, Chief Financial                    
    Daniel R. Lee        Officer and Treasurer (Principal                    
                         Financial and Accounting Officer)                   

    ELAINE P. WYNN       Director                              March 30, 1998
----------------------                                                       
    Elaine P. Wynn                                                           

   GEORGE J. MASON       Director                              March 30, 1998
----------------------                                                       
   George J. Mason                                                           

 MELVIN B. WOLZINGER     Director                              March 30, 1998
----------------------                                                       
 Melvin B. Wolzinger                                                         

   RONALD M. POPEIL      Director                              March 30, 1998
----------------------                                                       
   Ronald M. Popeil                                                          

   DANIEL B. WAYSON      Director                              March 30, 1998
----------------------                                                       
   Daniel B. Wayson                                                          

   RICHARD D. BRONSON    Director                              March 30, 1998
----------------------                                                       
   Richard D. Bronson                                                        

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                                                        · Enlarge/Download Table

                                                                                        SCHEDULE II

                     MIRAGE RESORTS, INCORPORATED AND SUBSIDIARIES                                 

                           VALUATION AND QUALIFYING ACCOUNTS                                       
                                    (IN THOUSANDS)                                                 

                                                            ADDITIONS                              
                                                    -------------------------                      
                                      BALANCE  AT   CHARGED TO     CHARGED                  BALANCE
                                       BEGINNING    COSTS  AND    TO  OTHER    DEDUCTIONS   AT  END
DESCRIPTION                             OF YEAR      EXPENSES    ACCOUNTS (a)     (b)       OF YEAR
-----------                           -----------   ----------   ------------  ----------   -------
                                                                                                   
Allowance for doubtful accounts                                                                    
  Year Ended December 31, 1997.......... $38,674      $19,213       $  711        $16,121   $42,477
  Year Ended December 31, 1996.......... $47,161      $14,480       $1,447        $24,414   $38,674
  Year Ended December 31, 1995.......... $37,937      $23,024       $1,423        $15,223   $47,161
---------------                                                                                    
(a)  Recoveries of accounts previously charged off.                                                
(b)  Accounts charged off.                                                                         

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-K405 Filing	Date	First	Last	Other Filings

	8/18/92	42
	9/30/92	42
	12/16/92	42
	12/31/92	41
	6/30/93	39
	7/14/93	39
	10/14/93	40
	10/19/93	40
	10/26/93	28
	4/26/94	26		DEF 14A
	5/10/94	26
	6/30/94	40		10-Q
	12/9/94	42		8-K
	12/21/94	43
	12/31/94	42		10-K405
	1/1/95	53	69
	1/31/95	43
	3/7/95	44
	3/31/95	43		10-K405, 10-Q
	4/17/95	43
	4/18/95	43		DEF 14A
	4/26/95	43
	6/30/95	43		10-Q
	7/28/95	43
	8/16/95	42
	9/25/95	43
	9/26/95	26
	9/30/95	42		10-Q
	10/16/95	44
	10/31/95	44
	12/29/95	44
	12/31/95	38	72	10-K405
	2/28/96	44
	3/31/96	44	49	10-Q
	4/30/96	44
	5/3/96	44	48
	5/29/96	25	45
	5/30/96	26	44
	6/5/96	40
	6/7/96	44
	6/18/96	40
	6/21/96	2	55
	6/30/96	41	49	10-Q
	7/3/96	48
	7/31/96	45
	8/1/96	45
	9/30/96	40	49	10-Q
	10/15/96	40
	12/31/96	10	72	10-K
	1/10/97	45		8-K
	1/31/97	46
	2/1/97	45
	2/28/97	45
	3/7/97	45	61
	3/31/97	49		10-K, 10-Q
	4/2/97	46
	5/22/97	17
	5/29/97	22		DEF 14A
	6/24/97	46
	6/30/97	40	49	10-Q
	7/16/97	48
	7/24/97	46
	7/31/97	47		POS462B, S-3MEF
	8/1/97	40		424B5, 8-K, POS462B, S-3MEF
	9/8/97	47
	9/16/97	47
	9/19/97	47
	9/30/97	46	49	10-Q
	10/1/97	48
	10/10/97	47	48
	10/30/97	62		S-3
	11/24/97	48
	12/12/97	27
	12/22/97	6	39	8-K
	12/29/97	39
For The Period Ended	12/31/97	1	72
	1/8/98	7	48	8-K
	1/14/98	48
	1/30/98	48
	2/1/98	48
	2/2/98	25		8-K
	2/4/98	26	62
	2/13/98	26		SC 13G/A
	3/1/98	4	25
	3/4/98	26
	3/12/98	47
	3/15/98	33	61
	3/16/98	35	63
	3/27/98	1	27
	3/30/98	71
Filed On / Filed As Of	3/31/98			10-Q
Corrected On	4/9/98
	5/21/98	1	38	DEF 14A
	6/1/98	36
	9/30/98	34	61	10-Q
	2/1/5	41	62
	10/15/6	40
	8/1/7	40
	2/1/8	41	62
	8/1/17	40

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Mirage Resorts Inc · 10-K405 · For 12/31/97 · 10-K

Filed On 3/31/98 · SEC Files 1-06697 (10-K), 1-06697 · Accession Number 42246-98-4

This Filing was Corrected by the SEC on 4/9/98.

Annual Report -- [X] Reg. S-K Item 405 · Form 10-KFiling Table of Contents

10-K · Annual ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Annual Report -- [X] Reg. S-K Item 405 · Form 10-K
Filing Table of Contents

10-K · Annual Report
Document Table of Contents