As filed with the Securities and Exchange Commission on
June 13, 1995
                                            File No. 33-__
__________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                        _______________
                             FORM S-8
   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        _______________
                   MIRAGE RESORTS, INCORPORATED
(Exact name of registrant as specified in its charter)
                        _______________
      Nevada                             88-0058016
(State or other jurisdiction of       (IRS Employer
incorporation or organization)        Identification No.)
                        _______________
3400 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(Address of principal executive offices)        (Zip Code)
                        _______________
     1995 Stock Option and Stock Appreciation Rights Plan
                 (Full title of the plan)
                        ________________
                     Bruce A. Levin, Esq.
                 Mirage Resorts, Incorporated
  3400 Las Vegas Boulevard South, Las Vegas, Nevada 89109
           (Name and address of agent for service)
                        (702) 791-7111
(Telephone number, including area code, of agent for
service)
                        ________________
                  Copies of Communications to:

                     Peter C. Walsh, Esq.
                  Mirage Resorts, Incorporated
                   3260 South Industrial Road
                    Las Vegas, Nevada  89109
                        (702) 792-4868
<TABLE>
________________________________________________________
<S>                <C>                  <C>

                                         Proposed Maximum
Title of Securities     Amount to           Offering
to be Registered      be Registered      Price per Share

Common Stock,
$.008 Par Value    3,000,000 shares (1)  $ 28.375(2)

Proposed Maximum
    Aggregate             Amount of
Offering Price         Registration Fee

$ 85,125,000(2)           $ 29,354
__________________________________________________________

(1)  Pursuant to Rule 416, there is also registered hereby
     an indeterminate number of additional shares of
     Common Stock which may be issued as a result of the
     anti-dilution provisions set forth in the plan to
     which this Registration Statement relates.

(2)  Estimated solely for the purpose of calculating the
     registration fee in accordance with Rule 457(h) under
     the Securities Act of 1933, based upon the average of
     the high and low sale prices per share of the Common
     Stock on the New York Stock Exchange on June 9,
     1995.
</TABLE>
<PAGE>
                          PART II
                             
    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                             
Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
with the Securities and Exchange Commission (the "SEC")
are incorporated herein by reference and shall be deemed
to be a part hereof:

          (a)  The Registrant's Annual Report on Form 10-K
     for the fiscal year ended December 31, 1994;
     
          (b)  The Registrant's Quarterly Report on Form
     10-Q for the fiscal quarter ended March 31, 1995;
     
          (c)  The Registrant's Current Report on Form 8-K
     dated December 9, 1994, as amended by Amendment No. 1
     thereto on Form 8-K/A dated January 23, 1995; and
     
          (d)  The description of the Registrant's Common
     Stock contained in the Registrant's Registration
     Statement on Form 8-A filed under Section 12 of the
     Exchange Act on July 23, 1980, as amended by
     Amendment No. 3 thereto, filed on October 20, 1993.

          All reports and other documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all
securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be
part hereof from the date of the filing of such documents.

Item 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Peter C. Walsh, Esq., Assistant General
Counsel of the Registrant, has rendered his opinion to the
Registrant with respect to the legality of the Common
Stock registered hereby.  Mr. Walsh holds stock options to
purchase 70,834 shares of the Registrant's Common Stock.

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            The Nevada Revised Statutes and the Bylaws of
the Registrant contain provisions for indemnification of
officers, directors, employees and agents of the
Registrant. The Bylaws provisions require the Registrant
to indemnify such persons to the full extent permitted by
Nevada law. Each person will be indemnified in any
proceeding if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best
interests of the Registrant.  Indemnification would cover






                            II-1
<PAGE>
expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement.  In addition, the Registrant's
Articles of Incorporation provide that officers and
directors shall not be personally liable to the Registrant
or its stockholders for damages for breach of their
fiduciary duty, except for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of
law or for the payment of a dividend in violation of
Nevada law.

     The Registrant maintains in effect a liability
insurance policy under which officers and directors of the
Registrant and its subsidiaries are generally indemnified
against losses and liability (including costs, expenses,
settlements and judgments) incurred by them in such
capacities, individually or otherwise, other than
specified excluded losses.  The insurance policy will pay
on behalf of the Registrant or its subsidiaries all
covered losses for which the Registrant or its
subsidiaries grant indemnification to any officer or
director as permitted by law which the officer or director
becomes legally obligated to pay on account of an
indemnifiable claim.  However, the policy excludes any
claims or loss arising out of the filing of a registration
statement under the Securities Act of 1933, as amended
(the "Securities Act"), the Exchange Act or any state Blue
Sky or securities law.

     See Item 9 of this Part II for further information
concerning indemnification of directors, officers and
controlling persons of the Registrant.

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

Item 8.     EXHIBITS.

     4      1995 Stock Option and Stock Appreciation
            Rights Plan of the Registrant.  Incorporated
            by reference to Exhibit A to the
            Registrant's definitive Proxy Statement
            filed on April 18, 1995 under cover of
            Schedule 14A.
     5      Opinion and Consent of Peter C. Walsh, Esq.
     15     Letter from Arthur Andersen LLP re unaudited
            interim financial information.
     23.1   Consent of Arthur Andersen LLP (see page II-6).
     23.2   Consent of Coopers & Lybrand L.L.P. (see page
            II-7).
     23.3   Consent of Peter C. Walsh, Esq. (contained in
            Exhibit 5).
     24     Power of Attorney (see pages II-4 and II-5).

Item 9.     UNDERTAKINGS.

     (a)    The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:  (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act; (ii)
to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereto) which,
                            II-2
<PAGE>
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and (iii) to include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
provided, however, that clauses (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

     (2)     That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.

     (3)     To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.

(b)  The undersigned Registrant hereby undertakes that,
for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.

(c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant
pursuant to the provisions of Item 6 of this Part II, or
otherwise, the Registrant has been advised that in the
opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the
Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.







                         II-3
<PAGE>
                        SIGNATURES

     Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada, on the 12th day of June, 1995.

                              MIRAGE RESORTS, INCORPORATED
                             
                             
                              By: STEPHEN A. WYNN
                                  ________________________
                                  Stephen A. Wynn
                                  Chairman of the Board,
                                  President and Chief
                                  Executive Officer

                     POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Daniel R. Lee and Bruce A. Levin, and each of them,
jointly and severally, his true and lawful attorneys-in-
fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign  any and all amendments
to this Registration Statement, and to file the same with
all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by
the following persons in the capacities and on the dates
indicated.

       Signature               Title               Date

 STEPHEN A. WYNN      Chairman of the Board,  June 12, 1995
 ___________________   President and Chief
 Stephen A. Wynn       Executive Officer
                       (Principal Executive
                       Officer)










                             II-4
<PAGE>
       Signature               Title            Date

DANIEL R. LEE        Senior Vice President- June 12, 1995
___________________   Finance and
  Daniel R. Lee       Development,Chief
                      Financial Officer
                      and Treasurer
                      (Principal Financial
                      and Accounting Officer)


ELAINE P. WYNN       Director              June 12, 1995
___________________
  Elaine P. Wynn


MELVIN B. WOLZINGER  Director              June 12, 1995
___________________
Melvin B. Wolzinger


RONALD M. POPEIL     Director              June 12, 1995
___________________
 Ronald M. Popeil


DANIEL B. WAYSON     Director              June 12, 1995
___________________
 Daniel B. Wayson


GEORGE J. MASON      Director              June 12, 1995
___________________
 George J. Mason


RICHARD D. BRONSON   Director              June 12, 1995
___________________
Richard D. Bronson

























                             II-5
<PAGE>
         CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent
to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated February 8, 
1995, except for Note 5, as to which the date is March 13, 
1995, included in Mirage Resorts, Incorporated's Annual 
Report on Form 10-K for the year ended December 31, 1994 
and to all references to our Firm included in this 
Registration Statement.  


                                      ARTHUR ANDERSEN LLP
Las Vegas, Nevada
June 12, 1995

















































                               II-6
<PAGE>
            CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 11, 1994 on our audits of the consolidated
financial statements and financial statement schedule of
Mirage Resorts, Incorporated as of December 31, 1993, and
for the years ended December 31, 1993 and 1992, which
report is included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994.  We also
consent to the reference to our firm in the Prospectus
under the caption "Experts."


COOPERS & LYBRAND L.L.P.
Los Angeles, California
June 12, 1995















































                             II-7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15911}]
{"company-data": {"conformed-name": "MIRAGE RESORTS INC", "cik": "0000042246", "assigned-sic": "7990", "irs-number": "880058016", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60183", "film-number": "95546609"}, "business-address": {"street1": "3260 SOUTH INDUSTRIAL ROAD", "city": "LAS VEGAS", "state": "NV", "zip": "89109", "phone": "7027917111"}, "mail-address": {"street1": "3400 LAS VEGAS BOULEVARD SOUTH", "city": "LAS VEGAS", "state": "NV", "zip": "89109"}, "former-company": {"former-conformed-name": "GOLDEN NUGGET INC", "date-changed": "19910813"}}
As filed with the Securities and Exchange Commission on
June 13, 1995
                                            File No. 33-__
__________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                        _______________
                             FORM S-8
   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        _______________
                   MIRAGE RESORTS, INCORPORATED
(Exact name of registrant as specified in its charter)
                        _______________
      Nevada                             88-0058016
(State or other jurisdiction of       (IRS Employer
incorporation or organization)        Identification No.)
                        _______________
3400 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(Address of principal executive offices)        (Zip Code)
                        _______________
     1995 Stock Option and Stock Appreciation Rights Plan
                 (Full title of the plan)
                        ________________
                     Bruce A. Levin, Esq.
                 Mirage Resorts, Incorporated
  3400 Las Vegas Boulevard South, Las Vegas, Nevada 89109
           (Name and address of agent for service)
                        (702) 791-7111
(Telephone number, including area code, of agent for
service)
                        ________________
                  Copies of Communications to:

                     Peter C. Walsh, Esq.
                  Mirage Resorts, Incorporated
                   3260 South Industrial Road
                    Las Vegas, Nevada  89109
                        (702) 792-4868

________________________________________________________
Proposed Maximum
Title of Securities     Amount to           Offering
to be Registered      be Registered      Price per Share

Common Stock,
$.008 Par Value    3,000,000 shares (1)  $ 28.375(2)

Proposed Maximum
    Aggregate             Amount of
Offering Price         Registration Fee

$ 85,125,000(2)           $ 29,354
__________________________________________________________

(1)  Pursuant to Rule 416, there is also registered hereby
     an indeterminate number of additional shares of
     Common Stock which may be issued as a result of the
     anti-dilution provisions set forth in the plan to
     which this Registration Statement relates.

(2)  Estimated solely for the purpose of calculating the
     registration fee in accordance with Rule 457(h) under
     the Securities Act of 1933, based upon the average of
     the high and low sale prices per share of the Common
     Stock on the New York Stock Exchange on June 9,
     1995.
PART II
                             
    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                             
Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
with the Securities and Exchange Commission (the "SEC")
are incorporated herein by reference and shall be deemed
to be a part hereof:

          (a)  The Registrant's Annual Report on Form 10-K
     for the fiscal year ended December 31, 1994;
     
          (b)  The Registrant's Quarterly Report on Form
     10-Q for the fiscal quarter ended March 31, 1995;
     
          (c)  The Registrant's Current Report on Form 8-K
     dated December 9, 1994, as amended by Amendment No. 1
     thereto on Form 8-K/A dated January 23, 1995; and
     
          (d)  The description of the Registrant's Common
     Stock contained in the Registrant's Registration
     Statement on Form 8-A filed under Section 12 of the
     Exchange Act on July 23, 1980, as amended by
     Amendment No. 3 thereto, filed on October 20, 1993.

          All reports and other documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all
securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be
part hereof from the date of the filing of such documents.

Item 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Peter C. Walsh, Esq., Assistant General
Counsel of the Registrant, has rendered his opinion to the
Registrant with respect to the legality of the Common
Stock registered hereby.  Mr. Walsh holds stock options to
purchase 70,834 shares of the Registrant's Common Stock.

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            The Nevada Revised Statutes and the Bylaws of
the Registrant contain provisions for indemnification of
officers, directors, employees and agents of the
Registrant. The Bylaws provisions require the Registrant
to indemnify such persons to the full extent permitted by
Nevada law. Each person will be indemnified in any
proceeding if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best
interests of the Registrant.  Indemnification would cover

                            II-1
expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement.  In addition, the Registrant's
Articles of Incorporation provide that officers and
directors shall not be personally liable to the Registrant
or its stockholders for damages for breach of their
fiduciary duty, except for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of
law or for the payment of a dividend in violation of
Nevada law.

     The Registrant maintains in effect a liability
insurance policy under which officers and directors of the
Registrant and its subsidiaries are generally indemnified
against losses and liability (including costs, expenses,
settlements and judgments) incurred by them in such
capacities, individually or otherwise, other than
specified excluded losses.  The insurance policy will pay
on behalf of the Registrant or its subsidiaries all
covered losses for which the Registrant or its
subsidiaries grant indemnification to any officer or
director as permitted by law which the officer or director
becomes legally obligated to pay on account of an
indemnifiable claim.  However, the policy excludes any
claims or loss arising out of the filing of a registration
statement under the Securities Act of 1933, as amended
(the "Securities Act"), the Exchange Act or any state Blue
Sky or securities law.

     See Item 9 of this Part II for further information
concerning indemnification of directors, officers and
controlling persons of the Registrant.

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

Item 8.     EXHIBITS.

     4      1995 Stock Option and Stock Appreciation
            Rights Plan of the Registrant.  Incorporated
            by reference to Exhibit A to the
            Registrant's definitive Proxy Statement
            filed on April 18, 1995 under cover of
            Schedule 14A.
     5      Opinion and Consent of Peter C. Walsh, Esq.
     15     Letter from Arthur Andersen LLP re unaudited
            interim financial information.
     23.1   Consent of Arthur Andersen LLP (see page II-6).
     23.2   Consent of Coopers & Lybrand L.L.P. (see page
            II-7).
     23.3   Consent of Peter C. Walsh, Esq. (contained in
            Exhibit 5).
     24     Power of Attorney (see pages II-4 and II-5).

Item 9.     UNDERTAKINGS.

     (a)    The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:  (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act; (ii)
to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereto) which,
                            II-2
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and (iii) to include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
provided, however, that clauses (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

     (2)     That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.

     (3)     To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.

(b)  The undersigned Registrant hereby undertakes that,
for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.

(c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant
pursuant to the provisions of Item 6 of this Part II, or
otherwise, the Registrant has been advised that in the
opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the
Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

                         II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada, on the 12th day of June, 1995.

                              MIRAGE RESORTS, INCORPORATED
                             
                             
                              By: STEPHEN A. WYNN
                                  ________________________
                                  Stephen A. Wynn
                                  Chairman of the Board,
                                  President and Chief
                                  Executive Officer

                     POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Daniel R. Lee and Bruce A. Levin, and each of them,
jointly and severally, his true and lawful attorneys-in-
fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign  any and all amendments
to this Registration Statement, and to file the same with
all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by
the following persons in the capacities and on the dates
indicated.

       Signature               Title               Date

 STEPHEN A. WYNN      Chairman of the Board,  June 12, 1995
 ___________________   President and Chief
 Stephen A. Wynn       Executive Officer
                       (Principal Executive
                       Officer)

                             II-4
Signature               Title            Date

DANIEL R. LEE        Senior Vice President- June 12, 1995
___________________   Finance and
  Daniel R. Lee       Development,Chief
                      Financial Officer
                      and Treasurer
                      (Principal Financial
                      and Accounting Officer)

ELAINE P. WYNN       Director              June 12, 1995
___________________
  Elaine P. Wynn

MELVIN B. WOLZINGER  Director              June 12, 1995
___________________
Melvin B. Wolzinger

RONALD M. POPEIL     Director              June 12, 1995
___________________
 Ronald M. Popeil

DANIEL B. WAYSON     Director              June 12, 1995
___________________
 Daniel B. Wayson

GEORGE J. MASON      Director              June 12, 1995
___________________
 George J. Mason

RICHARD D. BRONSON   Director              June 12, 1995
___________________
Richard D. Bronson

                             II-5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent
to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated February 8, 
1995, except for Note 5, as to which the date is March 13, 
1995, included in Mirage Resorts, Incorporated's Annual 
Report on Form 10-K for the year ended December 31, 1994 
and to all references to our Firm included in this 
Registration Statement.  

                                      ARTHUR ANDERSEN LLP
Las Vegas, Nevada
June 12, 1995

                               II-6
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 11, 1994 on our audits of the consolidated
financial statements and financial statement schedule of
Mirage Resorts, Incorporated as of December 31, 1993, and
for the years ended December 31, 1993 and 1992, which
report is included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994.  We also
consent to the reference to our firm in the Prospectus
under the caption "Experts."

COOPERS & LYBRAND L.L.P.
Los Angeles, California
June 12, 1995

                             II-7