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Mirage Resorts Inc · 10-Q · For 9/30/95

Filed On 11/13/95 · SEC File 1-06697 · Accession Number 42246-95-16

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

11/13/95  Mirage Resorts Inc                10-Q        9/30/95    9:36

Quarterly Report · Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      19     92K 
 2: EX-10.1     Material Contract                                      3     16K 
 3: EX-10.2     Material Contract                                      3     16K 
 4: EX-10.3     Material Contract                                      3     17K 
 5: EX-10.4     Material Contract                                      2±     8K 
 6: EX-10.5     Material Contract                                      3     19K 
 7: EX-11       Statement re: Computation of Earnings Per Share        1      7K 
 8: EX-15       Letter re: Unaudited Interim Financial Information     1      6K 
 9: EX-27       Financial Data Schedule                                1      9K

10-Q · Quarterly Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Exhibits and Reports on Form 8-K Financial Statements Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations
1	1st Page
2	Item 1. Financial Statements
9	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
17	Item 1. Legal Proceedings
18	Item 6. Exhibits and Reports on Form 8-K

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UNITED STATES     
SECURITIES AND EXCHANGE COMMISSION      
Washington, D.C.  20549     
FORM 10-Q     

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

For the quarterly period ended September 30, 1995                     

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 Identifica-      
incorporation or organization)      tion No.)                         

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

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

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

Indicate by check mark whether the  Registrant (1) has filed  all     
reports required  to be  filed  by Section  13  or 15(d)  of  the     
Securities Exchange Act  of 1934 during  the preceding 12  months     
(or for such shorter period that  the Registrant was required  to     
file such  reports), and  (2) has  been  subject to  such  filing     
requirements for the past 90 days.                                    

YES   X     NO                                                        
_____       _____                                             

Indicate the number of shares outstanding of each of the issuer's     
classes  of  common  stock,  as of  the latest  practicable date.     
Common Stock, $0.008 par value, 91,443,440 shares outstanding  as     
of October 31, 1995.                                                  

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PART I.  FINANCIAL INFORMATION                              

ITEM 1.  FINANCIAL STATEMENTS                               

     The unaudited condensed consolidated financial information as  of
     September 30, 1995 and for the three-month and nine-month periods
     ended September 30,  1995 and 1994  included in  this report  was
     reviewed by Arthur Andersen LLP, independent public  accountants,
     in accordance  with  the professional  standards  and  procedures
     established  for  such  reviews  by  the  American  Institute  of
Certified Public Accountants.                               

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     REVIEW REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
     _______________________________________________

To the Directors and Stockholders                           
of Mirage Resorts, Incorporated                             

     We have reviewed the accompanying condensed consolidated  balance
     sheet of  Mirage  Resorts,  Incorporated  and  subsidiaries  (the
     "Company") as of  September 30, 1995,  and the related  condensed
     consolidated statements of income  for the three-month and  nine-
     month periods ended September 30, 1995  and 1994 and the  related
     condensed consolidated  statements of  cash flows  for the  nine-
     month  periods  ended  September  30,  1995  and  1994.     These
     consolidated financial statements are  the responsibility of  the
Company's management.                                       

     We conducted our review in accordance with standards  established
     by the American  Institute of  Certified Public  Accountants.   A
     review of interim financial  information consists principally  of
     applying analytical  procedures  to  financial  data  and  making
     inquiries of  persons responsible  for financial  and  accounting
     matters.   It  is  substantially less  in  scope  than  an  audit
     conducted  in   accordance  with   generally  accepted   auditing
     standards, the objective of which is the expression of an opinion
     regarding   the   financial   statements   taken   as   a  whole.
Accordingly, we do not express such an opinion.             

     Based  on  our  review,  we  are   not  aware  of  any   material
     modifications that  should be  made to  the financial  statements
     referred to above  for them to  be in  conformity with  generally
accepted accounting principles.                             

     We have previously audited, in accordance with generally accepted
     auditing standards,  the  consolidated balance  sheet  of  Mirage
     Resorts, Incorporated and subsidiaries  as of December 31,  1994,
     and the related consolidated statements of income,  stockholders'
     equity and  cash flows  for the  year then  ended (not  presented
     herein), and, in our  report dated February  8, 1995 (except  for
     Note 5, as to which the date is March 13, 1995), we expressed  an
     unqualified opinion on those consolidated  financial  statements.
     In our opinion,  the information  set forth  in the  accompanying
     condensed  consolidated   balance   sheet  of   Mirage   Resorts,
     Incorporated and subsidiaries as of December 31, 1994, is  fairly
     stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.               

                       ARTHUR ANDERSEN LLP

Las Vegas, Nevada                                           
November 10, 1995                                           

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CONDENSED CONSOLIDATED                                        Mirage Resorts, Incorporated 
BALANCE SHEETS                                                                             
__________________________________________________________________________________________ 

                                                       At September 30,     At December 31,
                                                                  1995                1994 
__________________________________________________________________________________________ 
(In thousands)                                              (UNAUDITED)                    

                                                                                           
ASSETS                                                                                     

Current assets                                                                             
  Cash and cash equivalents                                 $   34,980          $   47,142 
  Receivables, net of allowance for doubtful                                               
    accounts of $54,245 and $37,937                             71,158              60,192 
  Inventories                                                   24,865              26,374 
  Deferred income taxes                                         40,655              27,906 
  Prepaid expenses and other                                    16,500              17,901 
__________________________________________________________________________________________ 
       Total current assets                                    188,158             179,515 
Property and equipment, net of accumulated                                                 
  depreciation of $452,353 and $404,965                      1,376,518           1,374,992 
Other assets, net                                              136,511              86,932 
__________________________________________________________________________________________ 
                                                            $1,701,187          $1,641,439 
========================================================================================== 

LIABILITIES AND STOCKHOLDERS' EQUITY                                                       

Current liabilities                                                                        
  Accounts payable                                          $   59,994          $   74,361 
  Accrued expenses                                              80,129              73,744 
  Current maturities of long-term debt                             108               3,986 
__________________________________________________________________________________________ 
       Total current liabilities                               140,231             152,091 
Long-term debt, net of current maturities                      258,156             359,584 
Other liabilities, including deferred income taxes                                         
  of $133,843 and $90,400                                      144,644              98,842 
__________________________________________________________________________________________ 
       Total liabilities                                       543,031             610,517 
__________________________________________________________________________________________ 

Commitments and contingencies                                                              

Stockholders' equity                                                                       
  Common stock:  91,385 and 90,996 shares outstanding              940                 940 
  Additional paid-in capital and other                         705,488             699,116 
  Retained earnings                                            605,696             487,007 
  Treasury stock, at cost:  26,189 and 26,578 shares          (153,968)           (156,141)
__________________________________________________________________________________________ 
       Total stockholders' equity                            1,158,156           1,030,922 
__________________________________________________________________________________________ 
                                                            $1,701,187          $1,641,439 
========================================================================================== 

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.   

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CONDENSED CONSOLIDATED                                                      Mirage Resorts, Incorporated 
STATEMENTS OF INCOME (UNAUDITED)                                                                         
________________________________________________________________________________________________________ 

                                                            Three Months                Nine Months      
                                                       _____________________     _______________________ 
For the periods ended September 30                        1995         1994           1995         1994  
________________________________________________________________________________________________________ 
(In thousands, except per share amounts)                                                                 

                                                                                                         
Gross revenues                                         $366,739     $365,769     $1,076,851   $1,030,802 
Less-promotional allowances                             (31,586)     (29,424)       (89,630)     (87,590)
________________________________________________________________________________________________________ 
                                                        335,153      336,345        987,221      943,212 
________________________________________________________________________________________________________ 
Costs and expenses                                                                                       
 Casino-hotel operations                                193,044      191,080        573,555      557,526 
 General and administrative                              37,348       35,580        112,824      107,701 
 Depreciation and amortization                           22,358       23,590         64,650       70,342 
 Corporate expense                                        9,278       11,166         27,193       27,574 
________________________________________________________________________________________________________ 
                                                        262,028      261,416        778,222      763,143 
________________________________________________________________________________________________________ 
Operating income                                         73,125       74,929        208,999      180,069 
________________________________________________________________________________________________________ 
Other income and (expenses)                                                                              
 Interest and other income                                1,363        1,001          4,528        4,729 
 Interest cost                                           (7,720)     (12,971)       (25,762)     (41,011)
 Interest capitalized                                     2,353        1,988          6,830        5,809 
 Other, net                                                 965       (3,072)         1,205       (3,401)
________________________________________________________________________________________________________ 
                                                         (3,039)     (13,054)       (13,199)     (33,874)
________________________________________________________________________________________________________ 
Income before income taxes and extra-                                                                    
 ordinary item                                           70,086       61,875        195,800      146,195 
 Provision for income taxes                             (24,891)     (22,370)       (70,326)     (53,180)
________________________________________________________________________________________________________ 
Income before extraordinary item                         45,195       39,505        125,474       93,015 
 Extraordinary item-loss on early retirements                                                            
   of debt, net of applicable income tax benefit              -       (2,773)        (6,785)      (7,337)
________________________________________________________________________________________________________ 
Net income                                             $ 45,195     $ 36,732     $  118,689   $   85,678 
======================================================================================================== 
Income per share of common stock                                                                         
 Income before extraordinary item                      $   0.47     $   0.42     $     1.31   $     0.98 
 Extraordinary item-loss on early retirements                                                            
   of debt, net of applicable income tax benefit              -        (0.03)         (0.07)       (0.08)
________________________________________________________________________________________________________ 
Net income per share of common stock                   $   0.47     $   0.39     $     1.24   $     0.90 
======================================================================================================== 

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.             

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CONDENSED CONSOLIDATED                                        Mirage Resorts, Incorporated 
STATEMENTS OF CASH FLOWS (UNAUDITED)                                                       
__________________________________________________________________________________________ 
Nine months ended September 30                                          1995          1994 
__________________________________________________________________________________________ 
(In thousands)                                                                             
                                                                                           
Cash flows from operating activities                                                       
Net income                                                         $ 118,689     $  85,678 
Adjustments to reconcile net income to net cash provided                                   
  by operating activities                                                                  
    Provision for losses on receivables                               17,300        15,418 
    Depreciation and amortization of property and equipment,                               
      including amounts reported as corporate expense                 67,599        73,061 
    Amortization of debt discount and issuance costs                   9,755        10,196 
    Other amortization                                                 3,233         3,443 
    Loss on early retirements of debt                                 10,439        11,287 
    Deferred income taxes                                             30,694        21,452 
    Changes in assets and liabilities                                                      
      Net increase in receivables and other current assets           (25,356)      (15,563)
      Net decrease in trade accounts payable and accrued expenses     (7,259)      (12,730)
    Other, net                                                        (5,132)         (192)
__________________________________________________________________________________________ 
               Net cash provided by operating activities             219,962       192,050 
__________________________________________________________________________________________ 

Cash flows from investing activities                                                       
  Capital expenditures                                               (95,178)      (58,203)
  Joint venture and other equity investments                         (19,884)      (22,660)
  Proceeds from sales of investments                                   8,249        17,913 
  Other, net                                                          (9,283)       (2,080)
__________________________________________________________________________________________ 
               Net cash used for investing activities               (116,096)      (65,030)
__________________________________________________________________________________________ 

Cash flows from financing activities                                                       
  Borrowings under bank credit facilities                            154,000       153,000 
  Repayments of borrowings under bank credit facilities             (119,000)     (145,000)
  Early retirements of public debt                                  (134,180)     (117,314)
  Other principal payments on debt                                   (22,279)      (30,486)
  Other, net                                                           5,431        (2,263)
__________________________________________________________________________________________ 
               Net cash used for financing activities               (116,028)     (142,063)
__________________________________________________________________________________________ 

Cash and cash equivalents                                                                  
  Decrease for the period                                            (12,162)      (15,043)
  Balance, beginning of period                                        47,142        57,462 
__________________________________________________________________________________________ 
  Balance, end of period                                           $  34,980     $  42,419 
========================================================================================== 

Supplemental cash flow disclosures                                                         
  Cash paid during the period for                                                          
    Interest, net of amounts capitalized                           $  14,708     $  25,718 
    Income taxes                                                      29,500        20,500 
  Noncash investing activities                                                             
    Contribution of land in exchange for partnership interest         23,170             - 
__________________________________________________________________________________________ 

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.             

                         -5-

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     NOTES TO CONDENSED CONSOLIDATED      Mirage Resorts, Incorporated
FINANCIAL STATEMENTS (UNAUDITED)                            
     _________________________________________________________________

Note 1 - Basis of Presentation                              

     Mirage Resorts,  Incorporated  (the  "Company"),  through  wholly
     owned Nevada 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  also
     owns 120 acres formerly occupied by  the Dunes Hotel, Casino  and
     Country Club on the  Las Vegas Strip on  which it recently  began
     construction of  Bellagio, a  major new  3,000-guest room  luxury
     hotel, casino and resort facility.  Additionally, the Company  is
     a 50% partner in a joint venture which is currently  constructing
     Monte Carlo, a  3,024-guest room, mid-priced  resort on 46  acres
adjacent to the Bellagio site.                              

     The  condensed  consolidated   financial  statements  have   been
     prepared in accordance with the accounting policies described  in
     the Company's 1994 Annual Report on Form 10-K and should be  read
     in  conjunction  with   the  Notes   to  Consolidated   Financial
     Statements  which  appear   in  that  report.     The   Condensed
     Consolidated Balance Sheet at December 31, 1994 was derived  from
     audited  financial   statements,  but   does  not   include   all
     disclosures required by generally accepted accounting principles.

     In the opinion of management, all adjustments, consisting only of
     normal recurring adjustments, necessary  for a fair  presentation
     of the results for the interim  periods have been included.   The
     interim results reflected in the condensed consolidated financial
     statements are not necessarily indicative of expected results for
the full year.                                              

     Certain amounts  in  the 1994  condensed  consolidated  financial
     statements have  been  reclassified  to  conform  with  the  1995
     presentation.   These  reclassifications  had no  effect  on  the
Company's net income.                                       

Note 2 - Long-Term Debt                                     

EARLY RETIREMENT OF DEBT                                    

     On  March  13,  1995,  the  Company  called  for  redemption  the
     remaining $125,991,000 outstanding principal amount of the 9 7/8%
     first mortgage notes  collateralized by The  Mirage and  Treasure
     Island.  The notes (originally scheduled to mature on October  1,
     2000) were  redeemed on  April 12,  1995  at the  initial  stated
     redemption  price  of  106.5%  of  the  principal  amount.    The
     redemption premium  and the  write-off  of the  unamortized  debt
     issue costs resulted  in an extraordinary  loss of $6.8  million,
     net of  applicable income  tax benefits  of  $3.6 million.    The
     redemption  was  funded  principally  by  borrowings  under   the
Company's bank credit facility discussed below.             

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     NOTES TO CONDENSED CONSOLIDATED      Mirage Resorts, Incorporated
FINANCIAL STATEMENTS (UNAUDITED)                            
     _________________________________________________________________

BANK CREDIT FACILITY AMENDMENT                              

     On April  6,  1995, the  Company's  $525 million  revolving  bank
     credit facility maturing in May 1999 was amended to increase  the
     total availability to $1 billion (as so amended, the "Facility").

     Borrowings under  the  Facility  bear  interest  at  a  specified
     premium over, at the  Company's  option,  the  prime  rate or the
     one-, two-, three- or six-month  London  Interbank  Offered  Rate
     ("LIBOR").   The premium  is based  on the  Company's  Annualized
     Funded Debt Ratio (as defined) and the rating of its zero  coupon
     first mortgage notes.   The premium is  currently zero for  prime
     rate borrowings  and  75  basis  points  for  LIBOR   borrowings.
     Alternatively,  the   Company   may   request   bids   from   the
     participating banks, which in the past has resulted in borrowings
     at less  than  these premiums.    The Company  incurs  an  annual
     commitment fee on the  unused portion of  the Facility, which  is
     also based on the Company's Annualized Funded Debt Ratio and  the
     rating of  its  first mortgage  notes.   The  commitment  fee  is
currently 0.1625% per annum.                                

     The Company  and  its  significant  subsidiaries,  excluding  the
     subsidiary which owns and operates the Golden Nugget-Laughlin and
     certain other  subsidiaries  (the "Excluded  Subsidiaries"),  are
     directly  liable  for  or   have  guaranteed  the  repayment   of
     borrowings under the Facility.  Borrowings under the Facility are
     currently uncollateralized.  If the Company's Leverage Ratio  (as
     defined) were to  exceed 2.75  to 1.0, or  if the  rating of  its
     first mortgage notes were to  decline to below investment  grade,
     the banks would be granted a  first lien on the Company's  Golden
     Nugget, Bellagio  and Shadow  Creek  Golf Course  properties  and
     certain other assets,  including The Mirage  and Treasure  Island
     properties if  the  first  mortgage  notes  are  then  no  longer
     outstanding.   The  Company  has  agreed,  with  certain  limited
     exceptions, not to dispose of or further encumber such properties
and assets without the approval of its bank group.          

     The credit agreement  governing the  Facility contains  covenants
     requiring the  Company  and  its  subsidiaries  (other  than  the
     Excluded Subsidiaries) to maintain a specified tangible net worth
     and certain financial ratios.  The credit agreement also contains
     covenants that limit to various permitted amounts the ability  of
     the  Company  and  its  subsidiaries  (other  than  the  Excluded
     Subsidiaries) to,  among  other things,  incur  additional  debt,
     commit funds to  capital expenditures or  new business  ventures,
     make investments, merge  or sell assets  or pay  dividends on  or
repurchase the Company's capital stock.                     

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ITEM 2.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS                         

     COMPARISON OF OPERATING RESULTS FOR THE THREE-MONTH PERIODS ENDED
SEPTEMBER 30, 1995 AND 1994                                 

RESULTS OF OPERATIONS                                       

FINANCIAL HIGHLIGHTS                                        

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                                                                             % Increase
Three months ended September 30                         1995         1994    (Decrease)
_______________________________________________________________________________________
(Dollars in thousands, except per share amounts)                                       
                                                                                       
Gross revenues                                                                         
  The Mirage                                        $200,630     $202,866        (1.1)%
  Treasure Island                                    100,270       94,075          6.6%
  Golden Nugget                                       50,584       53,275        (5.1)%
  Golden Nugget-Laughlin                              15,255       15,553        (1.9)%
_______________________________________________________________________________________
                                                    $366,739     $365,769          0.3%
_______________________________________________________________________________________
Net revenues                                                                           
  The Mirage                                        $183,165     $185,655        (1.3)%
  Treasure Island                                     92,780       88,191          5.2%
  Golden Nugget                                       45,444       48,428        (6.2)%
  Golden Nugget-Laughlin                              13,764       14,071        (2.2)%
_______________________________________________________________________________________
                                                    $335,153     $336,345        (0.4)%
_______________________________________________________________________________________
Operating income                                                                       
  The Mirage                                        $ 52,625     $ 55,016        (4.3)%
  Treasure Island                                     21,051       19,863          6.0%
  Golden Nugget                                        7,523       10,060       (25.2)%
  Golden Nugget-Laughlin                               1,204        1,156          4.2%
  Corporate expense                                   (9,278)     (11,166)      (16.9)%
_______________________________________________________________________________________
                                                    $ 73,125     $ 74,929        (2.4)%
_______________________________________________________________________________________
Operating margin (OPERATING INCOME/NET REVENUES)                                       
  The Mirage                                           28.7%        29.6%      (0.9)pts
  Treasure Island                                      22.7%        22.5%        0.2pts
  Golden Nugget                                        16.6%        20.8%      (4.2)pts
  Golden Nugget-Laughlin                                8.7%         8.2%        0.5pts
  Company-wide                                         21.8%        22.3%      (0.5)pts
_______________________________________________________________________________________
Income before extraordinary item                    $ 45,195     $ 39,505         14.4%
Net income                                          $ 45,195     $ 36,732         23.0%
_______________________________________________________________________________________
Income per share before extraordinary item          $   0.47     $   0.42         11.9%
Net income per share                                $   0.47     $   0.39         20.5%
_______________________________________________________________________________________
Company-wide table games win percentage                20.3%        22.1%      (1.8)pts
Company-wide occupancy of standard guest rooms         98.8%        98.9%      (0.1)pts
_______________________________________________________________________________________

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     Results were good at all four of the Company's properties  during
     the  1995   third  quarter,   considering  difficult   prior-year
     comparisons and construction disruptions affecting operations  at
     both The Mirage and the Golden Nugget-Las Vegas.  Contributing to
     the  difficult   comparisons  was   an   above-historical-average
     Company-wide table games win percentage of 22.1% during the  1994
     period, versus  20.3% during  the 1995  third quarter.   For  the
     seven full quarters  since Treasure Island  opened, the  Company-
wide table games win percentage has been 19.4%.             

     The Company's improved balance sheet contributed significantly to
     the  increase  in  earnings.    Interest  cost,  net  of  amounts
     capitalized, declined  by  $5.6  million,  or  51.1%,  reflecting
     management's continuing efforts to  reduce the Company's  overall
     cost of capital.  The Company's total debt at September 30,  1995
     was $258.3 million-a reduction of  41.4% from September 30, 1994.

     Earnings during the  1995 third quarter  also benefited from  the
     Company's 50%  joint  venture interest  in  Casino Iguazu.    The
     facility, which is located near  Iguazu Falls, Argentina, one  of
     South America's leading  tourist attractions, opened  on July  6,
     1994.    The   "Other,  net"  caption   includes  the   Company's
     proportionate share of the earnings  of Casino Iguazu during  the
     1995 quarter,  versus a  $1.6 million  charge in  the  prior-year
     period principally  representing  a proportionate  share  of  the
facility's preopening costs.                                

     The Mirage maintained  its record  of strong  performance in  the
     recent  quarter,  despite  a  decline  in  its  table  games  win
     percentage and the fact that there were 8% fewer available  room-
     nights in  the quarter  due to  a  major guest  room  enhancement
     program.   The program  involved refurbishing  and enhancing  all
     2,765 of the standard guest rooms and 61 of the 279 suites.   The
     enhancement program was completed on August 18 and has been  very
     well received by  the public.   For the month  of September,  The
     Mirage's average standard room rate rose by 13.2% over  September
     1994, despite some  room reservations honored  during the  period
     that  reflected  rates charged prior  to the enhancement program.
     Occupancy of  available  standard  guest rooms  during  the  1995
quarter was 99.7%, versus 99.6% in the prior-year period.   

     Despite accommodating fewer hotel guests  and the decline in  the
     table games win percentage, The Mirage's total revenues were down
     by only 1.1%.   Table games  activity at The  Mirage was up  9.5%
     over the  1994  quarter.   The  decline  in  the  facility's  win
     percentage more than offset this improvement, resulting in a $1.7
     million reduction in  table games revenues.   Slot revenues  were
     $1.9 million lower than the prior-year quarter, which  management
     attributes principally to the reduction in available room-nights.

     The Mirage's gross non-casino revenues increased $1.3 million, or
     1.5%,  despite  the  reduction  in  available  room-nights,   due
principally to additional performances by Siegfried & Roy.  

     Treasure Island continued the  strong operating results  achieved
     over the past several quarters.  Its gross revenues rose by  6.6%
     and its operating income increased by 6.0%.  The improvement  was
     broad-based, with casino and gross non-casino revenues increasing
by $2.0 million and $4.2 million, respectively.             

     -9-

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     Total room revenues at Treasure Island  grew by $2.4 million,  or
     11.4%, attributable  to an  increase in  both occupancy  and  the
     average room rate.  Treasure  Island's standard guest rooms  were
     99.8% occupied during the 1995 third quarter, versus 99.0% in the
     prior-year period.    The ongoing  success  of the  popular  show
     "Mystere"  principally   accounted  for   the  balance   of   the
improvement in gross non-casino revenues.                   

     As expected,  operating results  at the  Golden Nugget-Las  Vegas
     were affected throughout the  1995 third quarter by  construction
     of the Fremont Street Experience.  This exciting new $70  million
     attraction is being built by a public/private partnership between
     the City of Las Vegas and  the major downtown casino owners.   It
     converts Fremont Street  into a  pedestrian mall,  topped with  a
     100-foot by 1,500-foot special effects canopy.  Within the canopy
     are 2.1  million  computer-controlled, four-color  lights  and  a
     540,000-watt sound  system.    The  system  was  recently  tested
     successfully and  the project  is scheduled  to be  completed  in
     December of  this  year.   The  decline in  the  Golden  Nugget's
     operating income principally represents a $2.6 million, or 23.5%,
     reduction in table games revenues reflecting a reduction in  both
activity and the win percentage.                            

     Operating results at the  Golden Nugget-Laughlin were  relatively
     flat, notwithstanding the December 1994 opening of 700 additional
     hotel rooms by a competitor.  Effective cost control measures and
     a decline in depreciation and amortization expense resulted in  a
4.2% increase in operating income.                          

OTHER FACTORS AFFECTING EARNINGS                            

     Corporate expense  declined  by $1.9  million,  or 16.9%.    This
     decline was principally due  to the Company's  shift in focus  to
     the  design  and  construction   of  new  projects  in   existing
     jurisdictions rather  than  efforts  to legalize  gaming  in  new
jurisdictions.                                              

     During  the  third  quarter  of 1994, the  Company retired  $63.5
     million  principal  amount  of the 9 7/8%  first  mortgage  notes
     associated with The  Mirage and Treasure  Island.  Although  such
     early retirement was financially beneficial for the Company,  the
     repurchase premiums  paid and  the write-off  of the  unamortized
     debt issuance costs  resulted in an  extraordinary charge  during
     the period.  There was no similar extraordinary charge during the
1995 third quarter.                                         

      -10-

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     COMPARISON OF OPERATING  RESULTS FOR THE NINE-MONTH PERIODS ENDED
SEPTEMBER 30, 1995 AND 1994                                 

RESULTS OF OPERATIONS                                       

FINANCIAL HIGHLIGHTS                                        

                                                        · Enlarge/Download Table

                                                                                 % Increase
Nine months ended September 30                          1995            1994     (Decrease)
___________________________________________________________________________________________
(Dollars in thousands, except per share amounts)                                           
                                                                                           
Gross revenues                                                                             
  The Mirage                                      $  582,735      $  556,221           4.8%
  Treasure Island                                    295,195         271,691           8.7%
  Golden Nugget                                      150,697         152,937         (1.5)%
  Golden Nugget-Laughlin                              48,224          49,953         (3.5)%
___________________________________________________________________________________________
                                                  $1,076,851      $1,030,802           4.5%
___________________________________________________________________________________________
Net revenues                                                                               
  The Mirage                                      $  532,613      $  505,062           5.5%
  Treasure Island                                    274,201         253,636           8.1%
  Golden Nugget                                      136,752         139,192         (1.8)%
  Golden Nugget-Laughlin                              43,655          45,322         (3.7)%
___________________________________________________________________________________________
                                                  $  987,221      $  943,212           4.7%
___________________________________________________________________________________________
Operating income                                                                           
  The Mirage                                      $  140,619      $  125,276          12.2%
  Treasure Island                                     65,021          49,210          32.1%
  Golden Nugget                                       24,501          27,273        (10.2)%
  Golden Nugget-Laughlin                               6,051           5,884           2.8%
  Corporate expense                                  (27,193)        (27,574)        (1.4)%
___________________________________________________________________________________________
                                                  $  208,999      $  180,069          16.1%
___________________________________________________________________________________________
Operating margin (OPERATING INCOME/NET REVENUES)                                           
  The Mirage                                           26.4%           24.8%         1.6pts
  Treasure Island                                      23.7%           19.4%         4.3pts
  Golden Nugget                                        17.9%           19.6%       (1.7)pts
  Golden Nugget-Laughlin                               13.9%           13.0%         0.9pts
  Company-wide                                         21.2%           19.1%         2.1pts
___________________________________________________________________________________________
Income before extraordinary item                  $  125,474      $   93,015          34.9%
Net income                                        $  118,689      $   85,678          38.5%
___________________________________________________________________________________________
Income per share before extraordinary item        $     1.31      $     0.98          33.7%
Net income per share                              $     1.24      $     0.90          37.8%
___________________________________________________________________________________________
Company-wide table games win percentage                20.2%           19.2%         1.0pts
Company-wide occupancy of standard guest rooms         98.7%           98.7%         0.0pts
___________________________________________________________________________________________

        -11-

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     The Company's  earnings per  share before  extraordinary item  of
     $1.31 for the 1995 nine-month period nearly equaled the $1.32 per
share earned for the entire year of 1994.                   

     Operating  results  during  the  1995  period  benefited  from  a
     somewhat  higher  than   historical  average   table  games   win
     percentage, 20.2% versus 19.2% in the 1994 nine months.  Company-
     wide table games activity  was also up  4.8% over the  prior-year
     period, despite  having approximately  4% fewer  available  total
room-nights.                                                

     The significant reduction in the Company's debt levels also had a
     major impact on the 1995 nine-month  period.  Interest cost,  net
     of  amounts  capitalized, fell  46.2% from the prior-year period.
     The Company's long-debt at September 30,  1995 was at its  lowest
level since early 1988.                                     

     Operating results at  The Mirage  showed substantial  improvement
     over the  1994  period, despite  the  impact of  the  guest  room
     enhancement program.   This  improvement primarily  represents  a
     14.4% increase  in  table  games  revenues reflecting an increase
     in both activity and the win percentage.  Slot revenues were also
up $1.5 million.                                            

     The room enhancement program resulted in approximately 11%  fewer
     available  room-nights  at  The  Mirage during  the 1995  period.
     Nevertheless, The Mirage's total non-casino revenues were down by
     only $1.2  million, or  less than  1%  from the  1994  nine-month
     period.   The  impact of  the  reduction in  room  inventory  was
     significantly offset by  a $4.1  million, or  12.4%, increase  in
     gross  entertainment  revenues.    This  improvement  principally
     reflects additional performances by Siegfried  & Roy, as well  as
an increase in the show's average ticket price.             

     Treasure Island  surpassed its  quarterly operating  results  for
     1994 (its first full year of operation) in all three quarters  of
     1995.  As a result, its gross revenues and operating income  grew
     by $23.5 million (8.7%) and $15.8 million (32.1%),  respectively,
over the 1994 nine-month period.                            

     The  improvement   in  Treasure   Island's  revenues   represents
     increases of   $7.9 million,  or 7.0%,   in  casino revenues  and
     $15.6 million,  or 9.9%,  in  gross  non-casino  revenues.    The
     growth   in  Treasure  Island's  gross  non-casino   revenues  is
     primarily attributable to higher room and entertainment revenues.
     Room  revenues  grew by 13.3%, principally reflecting an increase
     in the average room rate.   Entertainment revenues showed a 31.8%
     improvement  over  the  1994  period, representing an increase in
     both occupancy and  the average  ticket  price  for   Mystere  as
  well  as   additional performances of the show during the 1995
period.                                                     

  -12-

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     The factors discussed previously with respect to the  three-month
     periods had a similar effect on  operations at the Company's  two
     Golden Nugget properties  when  comparing the nine-month periods.
     At the Golden  Nugget-Las Vegas,  a $1.0  million improvement  in
     total  non-casino  revenues  partially  compensated  for  a  $3.2
     million decline in casino revenues.   The increase in  non-casino
     revenues  is  principally  due  to  an  entire  nine  months   of
     performances of the country/western  show "Country Fever,"  which
     opened in mid-June 1994.  Slot revenues were up $3.6 million,  or
     6.2%, over the prior-year period.  However, this improvement  was
     more than  offset  by  a $6.2  million  decline  in  table  games
     revenues caused  by a  reduction in  both  activity and  the  win
percentage.                                                 

     The decline in revenues  at the Golden Nugget-Laughlin  primarily
     represents a $1.4 million, or 4.4%, decrease in slot revenues.  A
     reduction in promotional, payroll, advertising, depreciation  and
     amortization and various other costs and expenses resulted in  an
     improvement in  the operating  margin and  a slight  increase  in
operating income.                                           

OTHER FACTORS AFFECTING EARNINGS                            

     The  factors  discussed  earlier  in  comparing  the  three-month
     periods had a similar effect on the amounts shown in the  "Other,
net" caption when comparing the nine-month periods.         

     As discussed  in  Note  2  of  Notes  to  Condensed  Consolidated
     Financial  Statements,  the   $6.8  million  extraordinary   loss
     incurred during the 1995 nine-month  period relates to the  April
     12 redemption of the remaining $126.0 million principal amount of
     the 9 7/8% first mortgage notes collateralized by The Mirage  and
Treasure Island.                                            

     During the 1994 nine-month period, the Company repurchased $118.7
     million  principal  amount  of the 9 7/8% notes.   In  connection
     with these  retirements  and  the write-off  of  the  unamortized
     financing costs associated with a previous bank credit  facility,
 the Company recorded an extraordinary charge of $7.3 million.

CAPITAL RESOURCES AND LIQUIDITY                             

FUNDS FROM OPERATIONS                                       

     Principally  reflecting  the   substantial  improvement  in   the
     Company's net income, net  cash provided by operating  activities
     (as shown in the Condensed Consolidated Statements of Cash Flows)
     was $220.0  million  during the  1995  nine-month period.    This
     represents  a  $27.9  million,   or  14.5%,  increase  over   the
corresponding 1994 period.                                  

CAPITAL SPENDING                                            

     Capital expenditures during  the 1995  nine-month period  totaled
     $95.2 million.  Approximately $48 million of this amount  relates
     to the recently completed $52 million room enhancement program at
     The  Mirage.    Expenditures  associated  with  the  design   and
     development  of   Bellagio  and   maintenance  capital   spending
accounted for most of the remaining balance.                

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     The Company recently began construction of Bellagio, a major  new
     3,000-room luxury  casino-based entertainment  resort.   The  new
     facility is  being constructed  on the  northern portion  of  the
     Dunes property at the corner of Flamingo Road and the Strip.  The
     resort is currently expected  to cost approximately $1.1  billion
     (excluding the cost of the land and capitalized interest) and  is
scheduled to open in early 1998.                            

     Capital expenditures  of $58.2  million  during the  1994  period
     primarily reflect the completion of certain projects at  Treasure
     Island  and  amounts  expended  to  upgrade  the  Company's  slot
     machines.    The  balance  principally  consists  of  maintenance
     capital spending as  well as  amounts associated  with the  Dunes
     site.    Management   believes  in   maintaining  the   Company's
     facilities  in  first-class   condition.    Maintenance   capital
     spending for  its four  operating  properties is  anticipated  to
approximate $30 million per year.                           

     In April 1995,  a joint  venture in which  the Company  is a  50%
     partner began construction of  Monte Carlo, a new  value-oriented
     hotel-casino resort on approximately 46  acres on the portion  of
     the Dunes property near Tropicana Avenue.  The French  Victorian-
     themed facility will offer 3,024 guest rooms and a  90,000-square
     foot casino.  The Company's partner in the venture, a  subsidiary
     of  Circus   Circus  Enterprises,   Inc.,  is   supervising   the
     construction and will manage the resort without fee.  Monte Carlo
is currently scheduled to open in the summer of 1996.       

     Based on the  current budget, the  total cost of  Monte Carlo  is
     anticipated to  be  approximately  $300  million.    This  amount
     excludes the estimated value  of the 44 acres  of land which  the
Company contributed as equity to the venture.               

     The joint venture has obtained a $200 million reducing  revolving
     credit facility  from  a group  of  commercial banks  to  fund  a
     substantial portion  of  the  construction  costs.    The  credit
     facility is collateralized  by a first  mortgage on all  existing
     and future  assets of  the venture  and  is non-recourse  to  the
     Company. Under the joint  venture agreement, the joint  venture's
     debt is  limited to  the lesser  of $210  million or  70% of  the
     project cost, inclusive of land.  The balance of the construction
     costs  is  being  provided  by  equity  contributions  from   the
     Company's partner and by equity contributions from the Company of
     up to $20 million  in cash, $5 million  of which the Company  has
already contributed.                                        

     On September 6,  1995, the Company  was selected by  the City  of
     Atlantic City, New Jersey  as the preferred  developer of a  178-
     acre site owned by the City in the Marina district.  The  Company
     is currently planning to  construct a luxury hotel-casino  resort
     on the site  at a  total cost of  between $500  million and  $750
million.                                                    

     The  Company  is  working  with  the  City  on  a  memorandum  of
     understanding, which is expected to be followed within 12  months
     by a development agreement and commencement of construction.   It
     is anticipated that the project will  require 24 to 30 months  to
construct.                                                  

    -14-

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     On July 24, 1995,  the Company entered into  an agreement with  a
     wholly owned subsidiary of Capital Gaming International, Inc.  to
     purchase the  stock  of the  subsidiary  which owns  a  riverboat
     casino  and  related  gaming license  in New  Orleans, Louisiana.
     Under the terms of the agreement, the total purchase price is $55
     million plus the assumption of equipment financing of up to  $6.5
     million.  The casino has ceased operating and, on July 28,  1995,
     the subsidiary became  the debtor-in-possession in  a Chapter  11
bankruptcy proceeding.                                      

     Closing of  the purchase  is subject  to numerous  contingencies,
     including the receipt of requisite  licenses and other state  and
     local approvals, approval of  creditors and the bankruptcy  court
     and the acquisition of a site suitable to the Company at which to
     operate the riverboat.  Accordingly,  there is no assurance  that
     the purchase will be consummated.  The Capital Gaming  subsidiary
     has filed  a plan  of reorganization  with the  bankruptcy  court
     which incorporates consummation  of its  purchase agreement  with
the Company.                                                

     The Company  has also  filed an  application  with the  State  of
     Louisiana for the sole unassigned riverboat casino license.   The
     Company is negotiating agreements  to acquire sites in  Calcasieu
     Parish (Lake  Charles)  and  Bossier City,  Louisiana  where,  if
     successful in obtaining the  necessary casino licenses and  other
     required consents and approvals, it may develop regional vacation
destination resorts.                                        

FINANCING AND LIQUIDITY                                     

     During the 1995 nine-month period, the Company used existing cash
     balances  and  operating   cash  flow  to   further  reduce   its
     outstanding indebtedness.  This reduction principally consists of
     the redemption of the remaining $126.0 million principal   amount
     of  9 7/8%  first  mortgage   notes  and  the  repayment  of  the
     remaining $22.1  million principal  amount of  its floating  rate
     aircraft loan, offset in part by net borrowings of $35.0  million
under its bank credit facility.                             

     During the 1994  period, the Company  expended $147.8 million  on
     the repayment of  debt.  These  repayments primarily reflect  the
     retirement of $118.7 million of the 9 7/8% notes ($7.3 million of
     which was funded in early October)  and the March 15 maturity  of
     the remaining $27.0 million of floating rate first mortgage notes
also associated with The Mirage and Treasure Island.        

     At September 30,  1995, cash and  cash equivalents totaled  $35.0
     million and other  current assets  exceeded current  liabilities,
     providing a total of $47.9 million  in working capital.   Amounts
     available under  the Company's  bank  credit facility  were  $945
     million.  Maturities of the  Company's debt are relatively  minor
     through 1997.   Management believes that  the Company's  existing
     cash  balances,  anticipated  operating  cash  flow  and  amounts
     available under its  bank credit facility  will be sufficient  to
     meet  its  future  debt  obligations  and  fund  construction  of
     Bellagio.    Depending  on  specifically  which  projects  become
     feasible and  are  undertaken  by the  Company  as  well  as  the
     ultimate  size  of  such  projects,  construction  of  envisioned
     facilities in Louisiana,  New Jersey or  other jurisdictions  may
require additional financing.                               

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PART II.  OTHER INFORMATION                                       

ITEM 1.   LEGAL PROCEEDINGS                                       

           On August 23, 1995,  an amended complaint in  a purported
           class action  lawsuit  was  filed  in the  United  States
           District Court  for the  District of  New Jersey,  Camden
           Division, against 80 defendants, including the Registrant
           and other hotel-casino  operators.  The  complaint, filed
           on behalf of  Thomas Hyland  and other  persons similarly
           situated, alleges that the  defendants have engaged  in a
           course of conduct  involving conspiracy among  casinos in
           the United States to refuse to  deal to skilled blackjack
           players who are capable of winning  money at the casinos'
           blackjack  tables  in  violation   of  various  statutory
           provisions, including  the Sherman  Act, the  Fair Credit
           Reporting Act  and  state  antitrust and  consumer  fraud
           laws.   The  complaint  also  asserts pendant  causes  of
           action under the tort  and contract laws of  states where
           it is alleged that refusal to deal  to skilled players is
           illegal.   The complaint  seeks unspecified  compensatory
           damages as  well as  punitive  damages, including  treble
           damages  for   alleged  violations  of  the Sherman  Act.
           Management  believes   that   the   claims  against   the
           Registrant are without  merit and  intends to  defend the
case vigorously.                              

           On September 26, 1995,  a complaint in a  purported class
           action lawsuit was  filed in  the United  States District
           Court   for   the   District   of   Nevada   against   45
           manufacturers, distributors and casino operators of video
           poker  and  electronic   slot  machines,   including  the
           Registrant.   The  complaint, filed  on  behalf of  Larry
           Schreier and  other persons  similarly situated,  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 misrepresenting  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.  The claims alleged in
           the  complaint  are  substantially   identical  to  those
           alleged in the  purported class action  lawsuit described
           in Item 3 of Part I of the  Registrant's Annual Report on
           Form 10-K  for the  fiscal year ended December  31, 1994.
           Management  believes   that   the   claims  against   the
           Registrant are without  merit and  intends to  defend the
case vigorously.                              

    -16-

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Item 6.   Exhibits and Reports on Form 8-K                        

(a) Exhibits.                                                     

     10.1  Amendment No. 2 to Reducing Revolving Loan Agreement (the
           "MRI Loan Agreement"), dated as of August 30, 1995, among
           the Registrant, THE MIRAGE  CASINO-HOTEL, Treasure Island
           Corp., Bellagio, MH, INC.,  GNLV, CORP., each  bank party
           thereto, Bank  of  America  National  Trust  and  Savings
           Association, Bankers Trust Company,  The Long-Term Credit
           Bank  of  Japan,   Ltd.,  Los  Angeles   Agency,  Societe
           Generale, Credit Lyonnais  Los Angeles Branch  and Credit
           Lyonnais Cayman Island Branch, as Co-Agents,  and Bank of
           America  National  Trust  and   Savings  Association,  as
Administrative Co-Agent (without Exhibits).   

     10.2  Amendment No. 3  to the MRI  Loan Agreement, dated  as of
August 30, 1995 (without Exhibits).           

     10.3  Amendment No. 4  to the MRI  Loan Agreement, dated  as of
September 5, 1995 (without Exhibits).         

     10.4  Amendment No. 2  to Joint  Venture Agreement  of Victoria
           Partners, dated as  of September  25, 1995,  between MRGS
Corp. and Gold Strike L.V.                    

     10.5  Employment  Agreement,  dated  as  of  August  16,  1995,
between the Registrant and James E. Pettis.   

     11    Mirage Resorts, Incorporated - Computation  of Net Income
           Per Share of Common  Stock for the three-month  and nine-
  month periods ended September 30, 1995 and 1994.

     15    Letter from independent public  accountants acknowledging
           awareness of the use of their report  dated  November 10,
   1995 in the Registrant's registration statements.

27    Financial Data Schedule.                            

(b) Reports on Form 8-K.                                          

           No reports on Form 8-K were  filed during the three-month
period ended September 30, 1995.              

  -17-

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    SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of
     1934, the Registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.    

                            Mirage Resorts, Incorporated

November 10, 1995             by:  DANIEL R. LEE            
      _________________                  _______________________________
Date                       Daniel R. Lee    
                                          Senior Vice President -  Finance
                                          and Development, Chief Financial
                                          Officer and Treasurer (Principal
                            Financial Officer)

-18-

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Dates Referenced Herein and Documents Incorporated By Reference

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

	7/6/94	10
	9/30/94	2	18	10-Q
	12/31/94	3	17	10-K405
	2/8/95	3		SC 13G
	3/13/95	3	7
	4/6/95	8
	4/12/95	7
	7/24/95	16
	7/28/95	16
	8/16/95	18
	8/23/95	17
	8/30/95	18
	9/5/95	18
	9/6/95	15
	9/25/95	18
	9/26/95	17
For The Period Ended	9/30/95	1	18
	10/31/95	1
	11/10/95	3	19
Filed On / Filed As Of	11/13/95
	10/1/0	7

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Mirage Resorts Inc · 10-Q · For 9/30/95

Filed On 11/13/95 · SEC File 1-06697 · Accession Number 42246-95-16

Quarterly Report · Form 10-QFiling Table of Contents

10-Q · Quarterly ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Quarterly Report · Form 10-Q
Filing Table of Contents

10-Q · Quarterly Report
Document Table of Contents