SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


                                      FORM 8-K

                                   CURRENT REPORT


                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934


             Date of Report (Date of earliest event reported) May 25, 1994



                            MIRAGE RESORTS, INCORPORATED
               ______________________________________________________ 
               (Exact name of Registrant as specified in its charter)


                 Nevada                    1-6697             88-0058016
          ____________________________________________________________________
          (State or other juris-          (Commission      (IRS Employer
           diction of incorporation)       File No.)        Identification No.)



          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
          



          _____________________________________________________________________
            (Former name or former address, if changed since last report) 



<PAGE>

       Item 5.   Other Events.


                 On May 25, 1994,  the Registrant obtained a  $525 million
                 five-year  reducing   revolving   credit  facility   (the
                 "Facility") from a  group of 18  commercial banks  led by
                 Bank of America National Trust and  Savings Association. 
                 The Facility replaces the Registrant's prior $150 million
                 bank credit facility.  Borrowings under  the Facility are
                 tied, at the  Registrant's option, to  the prime  rate or
                 the one-,  two-,  three-  or six-month  London  Interbank
                 Offered Rate ("LIBOR").  The interest rate for borrowings
                 tied to the one-month LIBOR is currently approximately 6%
                 per annum.  Borrowings  under the Facility  are available
                 for  working  capital  and  general  corporate  purposes,
                 including the development of new gaming  projects and the
                 retirement of outstanding indebtedness.

                 Borrowings under  the Facility  are  collateralized by  a
                 first    lien   on   most   of   the Registrant's and its
                 subsidiaries' (other than non-Restricted Subsidiaries, as
                 defined)   previously   unencumbered    assets, including
                 Shadow  Creek  Golf  Course  and the Dunes site.  At such
                 time  as  the  first mortgage notes collateralized by The
                 Mirage and the Treasure Island hotel-casinos are no longer
                 outstanding, the Facility  will also be collateralized by
                 a first lien on those properties.   The Registrant's non-
                 Restricted  Subsidiaries  include  those  which  own  and
                 operate  the  Golden  Nugget  and  Golden-Nugget Laughlin
                 hotel-casinos,   and  borrowings  under the Facility  are
                 not  collateralized  by  those properties.

                 The  Reducing   Revolving  Loan   Agreement  (the   "Loan
                 Agreement") governing the  Facility contains a  number of
                 covenants  applicable   to   the   Registrant   and   its
                 subsidiaries (other  than  non-Restricted  Subsidiaries),
                 including those relating to the  maintenance of specified
                 tangible   net   worth,  interest   charge  coverage  and 
                 leverage  ratios  and   certain  limitations  on  further
                 indebtedness, liens,  capital  expenditures,  investments 
                 and dividends and  stock repurchases.  A copy of the Loan 
                 Agreement is filed as an exhibit to this Form 8-K.

       Item 7.   Financial Statements and Exhibits.

            (c)  Exhibits.

            99.  Reducing Revolving Loan  Agreement, dated  as of  May 25,
                 1994, among  the  Registrant,  THE  MIRAGE  CASINO-HOTEL,
                 Treasure Island  Corp., MR  Realty, MH,  INC., 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  and  Societe
                 Generale, as  Co-Agents,  and  Bank of  America  National
                 Trust and Savings Association, as Administrative Co-Agent
                 (without Schedules or Exhibits).

                                          2




<PAGE>

                                     SIGNATURES

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


                                         MIRAGE RESORTS, INCORPORATED
                                                (Registrant)                  



          Date:  June 15, 1994           By:  DANIEL R. LEE
                                              ________________________________
                                              Senior Vice President-Finance 
                                              and Development, Chief Financial
                                              Officer and Treasurer

                                       3
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SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM 8-K

                                   CURRENT REPORT

                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934

             Date of Report (Date of earliest event reported) May 25, 1994

                            MIRAGE RESORTS, INCORPORATED
               ______________________________________________________ 
               (Exact name of Registrant as specified in its charter)

                 Nevada                    1-6697             88-0058016
          ____________________________________________________________________
          (State or other juris-          (Commission      (IRS Employer
           diction of incorporation)       File No.)        Identification No.)

          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
          

          _____________________________________________________________________
            (Former name or former address, if changed since last report)
Item 5.   Other Events.

                 On May 25, 1994,  the Registrant obtained a  $525 million
                 five-year  reducing   revolving   credit  facility   (the
                 "Facility") from a  group of 18  commercial banks  led by
                 Bank of America National Trust and  Savings Association. 
                 The Facility replaces the Registrant's prior $150 million
                 bank credit facility.  Borrowings under  the Facility are
                 tied, at the  Registrant's option, to  the prime  rate or
                 the one-,  two-,  three-  or six-month  London  Interbank
                 Offered Rate ("LIBOR").  The interest rate for borrowings
                 tied to the one-month LIBOR is currently approximately 6%
                 per annum.  Borrowings  under the Facility  are available
                 for  working  capital  and  general  corporate  purposes,
                 including the development of new gaming  projects and the
                 retirement of outstanding indebtedness.

                 Borrowings under  the Facility  are  collateralized by  a
                 first    lien   on   most   of   the Registrant's and its
                 subsidiaries' (other than non-Restricted Subsidiaries, as
                 defined)   previously   unencumbered    assets, including
                 Shadow  Creek  Golf  Course  and the Dunes site.  At such
                 time  as  the  first mortgage notes collateralized by The
                 Mirage and the Treasure Island hotel-casinos are no longer
                 outstanding, the Facility  will also be collateralized by
                 a first lien on those properties.   The Registrant's non-
                 Restricted  Subsidiaries  include  those  which  own  and
                 operate  the  Golden  Nugget  and  Golden-Nugget Laughlin
                 hotel-casinos,   and  borrowings  under the Facility  are
                 not  collateralized  by  those properties.

                 The  Reducing   Revolving  Loan   Agreement  (the   "Loan
                 Agreement") governing the  Facility contains a  number of
                 covenants  applicable   to   the   Registrant   and   its
                 subsidiaries (other  than  non-Restricted  Subsidiaries),
                 including those relating to the  maintenance of specified
                 tangible   net   worth,  interest   charge  coverage  and 
                 leverage  ratios  and   certain  limitations  on  further
                 indebtedness, liens,  capital  expenditures,  investments 
                 and dividends and  stock repurchases.  A copy of the Loan 
                 Agreement is filed as an exhibit to this Form 8-K.

       Item 7.   Financial Statements and Exhibits.

            (c)  Exhibits.

            99.  Reducing Revolving Loan  Agreement, dated  as of  May 25,
                 1994, among  the  Registrant,  THE  MIRAGE  CASINO-HOTEL,
                 Treasure Island  Corp., MR  Realty, MH,  INC., 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  and  Societe
                 Generale, as  Co-Agents,  and  Bank of  America  National
                 Trust and Savings Association, as Administrative Co-Agent
                 (without Schedules or Exhibits).

                                          2
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
                                                (Registrant)                  

          Date:  June 15, 1994           By:  DANIEL R. LEE
                                              ________________________________
                                              Senior Vice President-Finance 
                                              and Development, Chief Financial
                                              Officer and Treasurer

                                       3