SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


                                      FORM 8-K


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


          Date of Report (Date of earliest event reported) December 9, 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 Number)       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 December 9, 1994, Victoria Partners,  a Nevada general
                 partnership (the "Joint Venture"), was  formed as a joint
                 venture between MRGS Corp. ("MRGS"),  an  indirect wholly
                 owned subsidiary of the Registrant, and  Gold Strike L.V.
                 ("Gold Strike"),   a general partnership  composed of the
                 principals  of  the  Gold  Strike,   Nevada  Landing  and
                 Railroad  Pass  hotel-casinos  in   Jean,  Henderson  and
                 Boulder City, Nevada.   The purpose of the  Joint Venture
                 is to design, develop,  construct, own and operate  a new
                 themed   hotel-casino    resort   (the    "Project")   on
                 approximately 44  acres at  the south  end of  the former
                 Dunes Hotel, Casino  and Country Club  site now  owned by
                 the Registrant.  The Project will have more than 400 feet
                 of frontage  on  the Las  Vegas  Strip  and will  feature
                 approximately  3,000  guest  rooms  and   an  80,000-  to
                 100,000-square foot casino.  The Project will be designed
                 and marketed to  appeal to  the value-oriented  Las Vegas
                 visitor.

                 MRGS and  Gold Strike each own 50% of  the Joint Venture. 
                 Gold Strike  will supervise  the design  and construction
                 and will manage and operate the Project without fee.

                 Construction of the Project  is expected to begin  in the
                 spring of 1995 and be  completed by late 1996.   Based on
                 preliminary estimates, the total  cost of the  Project is
                 anticipated to be between $250 million  and $300 million.
                 This  amount  includes the estimated  value of  the land,
                 which the Registrant will contribute in  exchange for its
                 equity interest in the Joint Venture.   The Joint Venture
                 Agreement governing  the  Joint Venture  is  filed as  an
                 exhibit to this Form 8-K.

                 On December 21,  1994, the Joint  Venture entered into  a
                 Reducing Revolving Loan Agreement (the "Loan  Agreement")
                 providing for  a  $175  million  seven-year  (subject  to
                 scheduled   amortization)   reducing   revolving   credit
                 facility  (the  "Facility")    from  a   group  of   nine
                 commercial banks led  by Bank  of America  National Trust
                 and  Savings   Association,   as   Administrative  Agent.  
                 Borrowings under  the  Facility are  tied,  at the  Joint
                 Venture's  option,  to  the  prime  rate  or  the  London
                 Interbank Offered  Rate.   Borrowings under  the Facility
                 are available  for development  and  construction of  the
                 Project and  thereafter for  working capital  and general

                                        -2-
<PAGE>
                 Joint Venture  purposes.   Borrowings under  the Facility
                 will  not  be  available   until  (i)  Gold   Strike  has
                 contributed at least  $30 million  to the  Joint Venture,
                 (ii) the Registrant has contributed the land to the Joint
                 Venture, (iii) an affiliate of Gold  Strike has delivered
                 to the lenders  a $25 million  cash deposit or  letter of
                 credit in  support  of  its  guaranty  of  completion  of
                 construction  of  the  Project  and  (iv)  certain  other
                 condition have been satisfied.  If all of such conditions
                 have not  been  satisfied by  April  30,  1995, the  Loan
                 Agreement will terminate.  Borrowings  under the Facility
                 generally may not  exceed 70%  of the  cumulative Project
                 costs (including the attributed value of the land).

                 Borrowings  under   the   Facility   are   collateralized
                 by   first  liens on  the  land  and  improvements   con-
                 stituting   the   Project    and substantially all of the 
                 Joint Venture's  personal  property.    Loans  under  the  
                 Facility   are   not  guaranteed by  the Registrant.   An  
                 affiliate  of  Gold  Strike  has agreed to guarantee com-
                 pletion  of   construction of the Project by December 31,
                 1996.

                 The  Loan  Agreement  contains  a   number  of  covenants
                 applicable to the Joint Venture, including those relating
                 to the  maintenance of  specified  interest coverage  and
                 leverage  ratios  and  certain   limitations  on  further
                 indebtedness, liens,  capital expenditures,  investments,
                 mergers and  sales  of assets  and  distributions to  the
                 venturers.  The Loan Agreement is filed  as an exhibit to
                 this Form 8-K.

        Item 7.  Financial Statements and Exhibits.

            (c)  Exhibits.

          99.1   Joint Venture Agreement,  dated as  of December  9, 1994,
                 among MRGS,  Gold  Strike  and  the  Registrant  (without
                 Exhibit).

          99.2   Reducing Revolving Loan  Agreement, dated as  of December
                 21, 1994,  among  the  Joint  Venture,  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).

                                       -3-

<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)



 Dated:  January 18, 1995              By: BRUCE A. LEVIN
                                           ___________________________________
                                           BRUCE A. LEVIN
                                           Vice President and General Counsel



                                   -4-
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SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM 8-K

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

          Date of Report (Date of earliest event reported) December 9, 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 Number)       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 December 9, 1994, Victoria Partners,  a Nevada general
                 partnership (the "Joint Venture"), was  formed as a joint
                 venture between MRGS Corp. ("MRGS"),  an  indirect wholly
                 owned subsidiary of the Registrant, and  Gold Strike L.V.
                 ("Gold Strike"),   a general partnership  composed of the
                 principals  of  the  Gold  Strike,   Nevada  Landing  and
                 Railroad  Pass  hotel-casinos  in   Jean,  Henderson  and
                 Boulder City, Nevada.   The purpose of the  Joint Venture
                 is to design, develop,  construct, own and operate  a new
                 themed   hotel-casino    resort   (the    "Project")   on
                 approximately 44  acres at  the south  end of  the former
                 Dunes Hotel, Casino  and Country Club  site now  owned by
                 the Registrant.  The Project will have more than 400 feet
                 of frontage  on  the Las  Vegas  Strip  and will  feature
                 approximately  3,000  guest  rooms  and   an  80,000-  to
                 100,000-square foot casino.  The Project will be designed
                 and marketed to  appeal to  the value-oriented  Las Vegas
                 visitor.

                 MRGS and  Gold Strike each own 50% of  the Joint Venture. 
                 Gold Strike  will supervise  the design  and construction
                 and will manage and operate the Project without fee.

                 Construction of the Project  is expected to begin  in the
                 spring of 1995 and be  completed by late 1996.   Based on
                 preliminary estimates, the total  cost of the  Project is
                 anticipated to be between $250 million  and $300 million.
                 This  amount  includes the estimated  value of  the land,
                 which the Registrant will contribute in  exchange for its
                 equity interest in the Joint Venture.   The Joint Venture
                 Agreement governing  the  Joint Venture  is  filed as  an
                 exhibit to this Form 8-K.

                 On December 21,  1994, the Joint  Venture entered into  a
                 Reducing Revolving Loan Agreement (the "Loan  Agreement")
                 providing for  a  $175  million  seven-year  (subject  to
                 scheduled   amortization)   reducing   revolving   credit
                 facility  (the  "Facility")    from  a   group  of   nine
                 commercial banks led  by Bank  of America  National Trust
                 and  Savings   Association,   as   Administrative  Agent.  
                 Borrowings under  the  Facility are  tied,  at the  Joint
                 Venture's  option,  to  the  prime  rate  or  the  London
                 Interbank Offered  Rate.   Borrowings under  the Facility
                 are available  for development  and  construction of  the
                 Project and  thereafter for  working capital  and general

                                        -2-
Joint Venture  purposes.   Borrowings under  the Facility
                 will  not  be  available   until  (i)  Gold   Strike  has
                 contributed at least  $30 million  to the  Joint Venture,
                 (ii) the Registrant has contributed the land to the Joint
                 Venture, (iii) an affiliate of Gold  Strike has delivered
                 to the lenders  a $25 million  cash deposit or  letter of
                 credit in  support  of  its  guaranty  of  completion  of
                 construction  of  the  Project  and  (iv)  certain  other
                 condition have been satisfied.  If all of such conditions
                 have not  been  satisfied by  April  30,  1995, the  Loan
                 Agreement will terminate.  Borrowings  under the Facility
                 generally may not  exceed 70%  of the  cumulative Project
                 costs (including the attributed value of the land).

                 Borrowings  under   the   Facility   are   collateralized
                 by   first  liens on  the  land  and  improvements   con-
                 stituting   the   Project    and substantially all of the 
                 Joint Venture's  personal  property.    Loans  under  the  
                 Facility   are   not  guaranteed by  the Registrant.   An  
                 affiliate  of  Gold  Strike  has agreed to guarantee com-
                 pletion  of   construction of the Project by December 31,
                 1996.

                 The  Loan  Agreement  contains  a   number  of  covenants
                 applicable to the Joint Venture, including those relating
                 to the  maintenance of  specified  interest coverage  and
                 leverage  ratios  and  certain   limitations  on  further
                 indebtedness, liens,  capital expenditures,  investments,
                 mergers and  sales  of assets  and  distributions to  the
                 venturers.  The Loan Agreement is filed  as an exhibit to
                 this Form 8-K.

        Item 7.  Financial Statements and Exhibits.

            (c)  Exhibits.

          99.1   Joint Venture Agreement,  dated as  of December  9, 1994,
                 among MRGS,  Gold  Strike  and  the  Registrant  (without
                 Exhibit).

          99.2   Reducing Revolving Loan  Agreement, dated as  of December
                 21, 1994,  among  the  Joint  Venture,  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).

                                       -3-
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)

 Dated:  January 18, 1995              By: BRUCE A. LEVIN
                                           ___________________________________
                                           BRUCE A. LEVIN
                                           Vice President and General Counsel

                                   -4-