8-K

 
                      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) August 1, 1997


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


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

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

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

                                      N/A
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         (Former name or former address, if changed since last report)

 
Item 5.  Other Events.

         The Registrant is filing this Current Report on Form
         8-K solely for the purpose of filing the Exhibits
         listed in Item 7(c) below.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)  Exhibits.

              1.   Form of Underwriting Agreement dated July 31, 
                   1997 between Registrant and Credit Suisse First
                   Boston Corporation, Goldman, Sachs & Co. and
                   BancAmerica Securities, Inc.

              4.   Form of Supplemental Indenture, dated as of
                   August 1, 1997, between Registrant and First
                   Security Bank, National Association, as trustee,
                   with respect to Registrant's 6 3/4% Notes due
                   August 1, 2007 and 7 1/4% Debentures due
                   August 1, 2017.

 
                                  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 hereunto duly authorized.

                                  MIRAGE RESORTS, INCORPORATED
                                         (Registrant)


Date: August 1, 1997              By:  /s/ DANIEL R. LEE
                                     ------------------------------------
                                       Daniel R. Lee
                                       Senior Vice President-Finance
                                       and Development, Chief Financial
                                       Officer and Treasurer

EX-1

 
                                                                       EXHIBIT 1


                            Underwriting Agreement
                            ----------------------

                                                                   July 31, 1997
Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
BancAmerica Securities, Inc.
c/o Credit Suisse First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055

Ladies and Gentlemen:

     From time to time Mirage Resorts, Incorporated, a Nevada corporation (the
"Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain of its debt securities (the "Securities") specified
in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities").

     The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the indenture (the "Base Indenture") and the supplemental indenture
relating thereto to be entered into upon consummation of the offering to which
the Registration Statement relates (the "Supplemental Indenture") (collectively,
the Base Indenture and the Supplemental Indenture, the "Indenture") identified
in such Pricing Agreement and the Registration Statement (as defined) and
Prospectus (as defined) with respect thereto.

     1.  Particular sales of Designated Securities may be made from time to time
to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives").  The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to an Underwriter or Underwriters who act without any firm
being designated as its or their representatives.  This Underwriting Agreement
shall not be construed as an obligation of the Company to sell any of the
Securities or as an obligation of any of the Underwriters to purchase the
Securities.  The obligation of the Company to issue and sell any of the
Securities and the obligation of any of the Underwriters to purchase any of the
Securities shall be evidenced by the Pricing Agreement with respect to the
Designated Securities specified therein.  Each Pricing Agreement shall specify
the aggregate principal amount of such Designated Securities, the initial public
offering price of such Designated Securities, the purchase price to the
Underwriters of such Designated Securities, the names of the Underwriters of
such Designated Securities, the names of the Representatives of such
Underwriters and the principal amount of such Designated Securities to be
purchased by each Underwriter and shall set forth the date, time and manner of
delivery of such Designated Securities and payment therefor.  The Pricing
Agreement shall also specify (to the extent not set forth in the Indenture and
the registration statement and prospectus with respect thereto) the terms of
such Designated Securities.  A Pricing Agreement shall be in the form of an
executed writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic communications or any other rapid transmission device
designed to produce a written record of communications transmitted.  The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.

     2.  The Company represents and warrants to, and agrees with, each of the
Underwriters that:

 
          (a) A registration statement on Form S-3 (File No. 333-07261) (the
     "Initial Registration Statement") in respect of the Securities has been
     filed with the Securities and Exchange Commission (the "Commission"); the
     Initial Registration Statement and any post-effective amendment thereto,
     each in the form heretofore delivered or to be delivered to the
     Representatives and, excluding exhibits to such registration statement, but
     including all documents incorporated by reference in the prospectus
     contained therein, to the Representatives for each of the other
     Underwriters, have been declared effective by the Commission in such form;
     other than a registration statement, if any, increasing the size of the
     offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule
     462(b) under the Securities Act of 1933, as amended (the "Act"), which
     became or will become effective upon filing, no other document with respect
     to the Initial Registration Statement or document incorporated by reference
     therein has heretofore been filed or transmitted for filing with the
     Commission (other than prospectuses filed pursuant to Rule 424(b) of the
     rules and regulations of the Commission under the Act and the Form T-1,
     each in the form heretofore delivered to the Representatives, and periodic
     reports on Forms 10-K, 10-Q and 8-K, copies of which have heretofore been
     delivered to the Representatives); and no stop order suspending the
     effectiveness of the Initial Registration Statement, any post-effective
     amendment thereto or the Rule 462(b) Registration Statement, if any, has
     been issued and no proceeding for that purpose has been initiated or, to
     the best of the Company's knowledge, threatened by the Commission (any
     preliminary prospectus included in the Initial Registration Statement or
     filed with the Commission pursuant to Rule 424(a) under the Act is
     hereinafter called a "Preliminary Prospectus"; the various parts of the
     Initial Registration Statement and the Rule 462(b) Registration Statement,
     if any, including all exhibits thereto and the documents incorporated by
     reference in the prospectus contained in the registration statement at the
     time such part of the Initial Registration Statement became effective, but
     excluding Form T-1, each as amended at the time such part of the Initial
     Registration Statement became effective or such part of the Rule 462(b)
     Registration Statement, if any became or hereafter becomes effective, are
     hereinafter collectively called the "Registration Statement"; the
     prospectus relating to the Securities, in the form in which it has most
     recently been filed, or transmitted for filing, with the Commission on or
     prior to the date of this Agreement, being hereinafter called the
     "Prospectus"; any reference herein to any Preliminary Prospectus or the
     Prospectus shall be deemed to refer to and include the documents
     incorporated by reference therein pursuant to the applicable form under the
     Act, as of the date of such Preliminary Prospectus or Prospectus, as the
     case may be; any reference to any amendment or supplement to any
     Preliminary Prospectus or the Prospectus shall be deemed to refer to and
     include any documents filed after the date of such Preliminary Prospectus
     or Prospectus, as the case may be, under the Securities Exchange Act of
     1934, as amended (the "Exchange Act"), and incorporated by reference in
     such Preliminary Prospectus or Prospectus, as the case may be; any
     reference to any amendment to the Registration Statement shall be deemed to
     refer to and include any annual report of the Company filed pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act after the effective date
     of the Initial Registration Statement that is incorporated by reference in
     the Registration Statement; and any reference to the Prospectus as amended
     or supplemented shall be deemed to refer to the Prospectus as amended or
     supplemented in relation to the applicable Designated Securities in the
     form in which it is filed with the Commission pursuant to Rule 424(b) under
     the Act in accordance with Section 5(a) hereof, including any documents
     incorporated by reference therein as of the date of such filing);

          (b) No order preventing or suspending the use of any Preliminary
     Prospectus, if any, has been issued by the Commission, and each Preliminary
     Prospectus, if any, at the time of filing thereof, conformed in all
     material respects to the requirements of the Act and the rules and
     regulations of the Commission thereunder, and did not contain an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the

                                       2

 
     statements therein, in the light of the circumstances under which they were
     made, not misleading; provided, however, that this representation and
     warranty shall not apply to any statements or omissions made in reliance
     upon and in conformity with information furnished in writing to the Company
     by an Underwriter of Designated Securities through the Representatives
     expressly for use in the Preliminary Prospectus relating to such
     Securities;

          (c) The documents incorporated by reference in the Prospectus, when
     they became effective or were filed with the Commission, as the case may
     be, conformed in all material respects to the requirements of the Act or
     the Exchange Act, as applicable, and the rules and regulations of the
     Commission thereunder, and none of such documents contained an untrue
     statement of a material fact or omitted to state a material fact required
     to be stated therein or necessary to make the statements therein not
     misleading; and any further documents so filed and incorporated by
     reference in the Prospectus or any further amendment or supplement thereto,
     when such documents become effective or are filed with the Commission, as
     the case may be, will conform in all material respects to the requirements
     of the Act or the Exchange Act, as applicable, and the rules and
     regulations of the Commission thereunder and will not contain an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading; provided, however, that this representation and warranty shall
     not apply to any statements or omissions made in reliance upon and in
     conformity with information furnished in writing to the Company by an
     Underwriter of Designated Securities through the Representatives expressly
     for use in the Prospectus as amended or supplemented relating to such
     Securities;

          (d) The Registration Statement and the Prospectus conform, and any
     further amendments or supplements to the Registration Statement or the
     Prospectus will conform, in all material respects to the requirements of
     the Act and the Trust Indenture Act of 1939, as amended (the "Trust
     Indenture Act"), and the rules and regulations of the Commission thereunder
     and do not and will not, as of the applicable effective date as to the
     Registration Statement and any amendment thereto and as of the applicable
     filing date as to the Prospectus and any amendment or supplement thereto,
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; provided, however, that this representation and
     warranty shall not apply to any statements or omissions made in reliance
     upon and in conformity with information furnished in writing to the Company
     by an Underwriter of Designated Securities through the Representatives
     expressly for use in the Prospectus as amended or supplemented relating to
     such Securities;

          (e) Neither the Company nor any of its Subsidiaries (as defined below)
     has sustained since the date of the latest audited financial statements
     included or incorporated by reference in the Prospectus any material loss
     or interference with its business from fire, explosion, flood or other
     calamity, whether or not covered by insurance, or from any labor dispute or
     court or governmental action, order or decree, otherwise than as set forth
     or contemplated in the Prospectus; and, since the respective dates as of
     which information is given in the Registration Statement and the
     Prospectus, there has not been any change in the authorized capital stock
     of the Company, or in the long-term debt of the Company or any of its
     Subsidiaries (except as noted in note (b) to the Capitalization table in
     the Prospectus) in excess of $65 million, or any material adverse change,
     or any development involving a prospective material adverse change, in or
     affecting the general affairs, management, financial position,
     stockholders' equity or results of operations of the Company and its
     Subsidiaries considered as one enterprise, otherwise than as set forth or
     contemplated in the Prospectus;

                                       3

 
          (f) The Company has been duly incorporated and is validly existing as
     a corporation in good standing under the laws of the State of Nevada, with
     power and authority (corporate and other) to own its properties and conduct
     its business as described in the Prospectus;

          (g) The Company has authorized capitalization as set forth in the
     Prospectus, and all of the issued shares of capital stock of the Company
     have been duly and validly authorized and issued and are fully paid and
     non-assessable;

          (h) Other than subsidiaries which, in the aggregate, would not be
     considered a "significant subsidiary" for purposes of Rule 1-02 under
     Regulation S-X, the Company does not own a majority interest in, or
     control, directly or indirectly, any corporation, association or other
     entity other than the Subsidiaries listed in Exhibit 21 to the Company's
     Annual Report on Form 10-K for the year ended December 31, 1996
     (collectively, such existing subsidiaries, the "Subsidiaries" ); each of
     the Company and THE MIRAGE CASINO-HOTEL, MH, INC., GNS FINANCE CORP., GNLV,
     CORP., GNL, CORP., MAC, CORP.., Treasure Island Corp., Bellagio, Beau
     Rivage Resorts, Inc., Golden Nugget Aviation Corp., LV Concrete Corp. and
     MRGS Corp. (collectively, the "Significant Subsidiaries"), has been duly
     incorporated and is validly existing as a corporation in good standing
     under the laws of its state of incorporation with full power and authority
     (corporate and other) to own or lease its properties and conduct its
     business as described in the Prospectus; the Company or a wholly owned
     Subsidiary owns all of the outstanding capital stock of the Subsidiaries
     free and clear of all claims, liens, charges and encumbrances; each of the
     Company and its Significant Subsidiaries is duly qualified to do business
     and in good standing as a foreign corporation in each jurisdiction in which
     the ownership or leasing of its respective properties or the conduct of its
     respective business requires such qualification, except for jurisdictions
     in which the failure to so qualify would not have a material adverse effect
     upon the business or financial position of the Company or such Significant
     Subsidiary; and no proceeding has been instituted in any such jurisdiction
     revoking, limiting or curtailing, or seeking to revoke, limit or curtail,
     such power and authority or qualification; and none of the Subsidiaries not
     named as "Significant Subsidiaries" owns or leases any operating properties
     and the assets owned or leased by such Subsidiaries, in the aggregate, are
     immaterial to the Company and its Subsidiaries considered as one
     enterprise;

          (i) The Indenture, substantially in the form of the Base Indenture
     filed as an exhibit to the Registration Statement and the Supplemental
     Indenture described in the Prospectus, has been duly authorized and duly
     qualified under the Trust Indenture Act, and, at the Time of Delivery for
     the Designated Securities described in the Pricing Agreement, and when the
     Indenture has been duly executed and delivered by the Company and the
     Trustee thereunder (the "Trustee"), will constitute a valid and legally
     binding instrument, enforceable in accordance with its terms, subject, as
     to enforcement, to bankruptcy, insolvency, reorganization, fraudulent
     conveyance, moratorium and other laws of general applicability now or
     hereafter in effect relating to or affecting creditors' rights and to
     general equity principles; the Indenture conforms, and the Designated
     Securities will conform, in all material respects to the descriptions
     thereof contained in the Prospectus as amended or supplemented with respect
     to the Designated Securities; and the Designated Securities have been duly
     authorized and, when (i) the Indenture has been duly executed and delivered
     by the Company and the Trustee and (ii) the Designated Securities have been
     duly executed and authenticated in accordance with the provisions of the
     Indenture and duly issued and delivered to the Underwriters upon payment of
     the purchase price therefor pursuant to this Agreement and the Pricing
     Agreement with respect to the Designated Securities, the Designated
     Securities will have been duly executed, authenticated, issued and
     delivered and will constitute valid and legally binding obligations of the
     Company entitled to the benefits provided by the Indenture, subject, as to
     enforcement, to bankruptcy, insolvency, reorganization,

                                       4

 
     fraudulent conveyance, moratorium and other laws of general applicability
     now or hereafter in effect relating to or affecting creditors' rights and
     to general equity principles;

          (j) The issue and sale of the Securities and the compliance by the
     Company with all of the provisions of the Securities, the Indenture, this
     Agreement and any Pricing Agreement, and the consummation of the
     transactions herein and therein contemplated, will not conflict with or
     result in a breach or violation of any of the terms or provisions of, or
     constitute a default under, any indenture, mortgage, deed of trust, loan
     agreement or other agreement or instrument to which the Company is a party
     or by which the Company is bound or to which any of the property or assets
     of the Company is subject, nor will such action result in any violation of
     the provisions of the Articles of Incorporation or By-laws of the Company
     or any statute or any order, rule or regulation of any court or
     governmental agency or body having jurisdiction over the Company or any of
     its properties; and no consent, approval, authorization, order,
     registration or qualification of or with any such court or governmental
     agency or body (including, without limitation, the Nevada Gaming
     Commission, the Nevada State Gaming Control Board, the City of Las Vegas
     and the Clark County Liquor and Gaming Licensing Board (collectively, the
     "Nevada Gaming Authorities")) is required for the issue and sale of the
     Securities or the consummation by the Company of the transactions
     contemplated by this Agreement or any Pricing Agreement or the Indenture,
     except such as have been, or will have been prior to the Time of Delivery,
     obtained under the Act and the Trust Indenture Act and such consents,
     approvals, authorizations, registrations or qualifications as may be
     required under the Nevada Gaming Control Act, the Mississippi Gaming
     Control Act and the respective regulations promulgated thereunder (the
     "Gaming Laws") (which have been obtained and are in full force and effect),
     the state securities and Blue Sky laws applicable to the public offering of
     the Securities by the several Underwriters and the clearance of such
     offering with the National Association of Securities Dealers, Inc. (the
     "NASD");

          (k) The statements set forth in the Prospectus under the captions
     "Description of Debt Securities" and "Description of Securities," insofar
     as they purport to constitute a summary of the terms of the Securities, and
     under the captions "Plan of Distribution" and "Gaming Regulation"
     (including any information incorporated by reference with respect thereto),
     insofar as they purport to describe the provisions of the laws and
     documents referred to therein, are accurate, complete and fair in all
     material respects;

          (l) Neither the Company nor any of its Subsidiaries is in violation of
     its Articles or Certificate of Incorporation or By-laws or in default in
     any material respect in the performance or observance of any material
     obligation, agreement, covenant or condition contained in any indenture,
     mortgage, deed of trust, loan agreement, lease or other agreement or
     instrument to which it is a party or by which it or any of its properties
     may be bound;

          (m) Other than as set forth in the Prospectus, there are no legal or
     governmental proceedings pending to which the Company or any of its
     Subsidiaries is a party or of which any property of the Company or any of
     its Subsidiaries is the subject which, if determined adversely to the
     Company or any of its Subsidiaries, would individually or in the aggregate
     have a material adverse effect on the consolidated financial position,
     stockholders' equity or results of operations of the Company and its
     Subsidiaries considered as one enterprise; and, to the best of the
     Company's knowledge, no such proceedings are threatened or contemplated by
     governmental authorities or threatened by others;

          (n) The Company and the Significant Subsidiaries have good and
     marketable title to all the material properties and assets reflected as
     owned in the financial statements hereinabove

                                       5

 
     described (or elsewhere in the Prospectus), subject to no lien, mortgage,
     pledge, charge or encumbrance of any kind except (i) those, if any,
     reflected in such financial statements (or elsewhere in the Prospectus), or
     (ii) those which are not material in amount and do not adversely affect the
     use made and proposed to be made of such property by the Company and the
     Significant Subsidiaries; each of the Company and the Significant
     Subsidiaries holds its respective leased properties under valid and binding
     leases, with such exceptions as are not materially significant in relation
     to the business of the Company and its Subsidiaries considered as one
     enterprise; except as disclosed in the Prospectus, the Company owns, leases
     or has the right to possess all such real properties as are necessary to
     its operations as now conducted;

          (o) The Company and its Significant Subsidiaries possess such material
     certificates, authorizations or permits issued by the appropriate state,
     federal or foreign regulatory agencies or bodies as are currently necessary
     to conduct the business now operated by them, and neither the Company nor
     any of its Significant Subsidiaries has received, or has any reason to
     believe that it will receive, any notice of proceedings relating to the
     revocation or modification of any such certificate, authorization or permit
     which, singly or in the aggregate, if the subject of an unfavorable
     decision, ruling or finding, would materially and adversely affect the
     condition, financial or otherwise, or the earnings, business affairs or
     business prospects of the Company and its Subsidiaries considered as one
     enterprise;

          (p) The Company and the Significant Subsidiaries have all material
     governmental licenses, certificates, permits, authorizations, approvals,
     franchises or other rights (including all authorizations from any gaming
     authorities) necessary to carry on a gaming business as such business is
     presently conducted; neither the Company nor any of its Significant
     Subsidiaries has any reason to believe that any governmental body or agency
     is considering limiting, suspending or revoking any such license,
     certificate, permit, authorization, approval, franchise or right in any
     material respect; neither the Company nor any of its Significant
     Subsidiaries has any reason to believe that any such license, permit or
     approval necessary in the future to conduct the business of the Company and
     its Significant Subsidiaries as described in the Prospectus will not be
     granted upon application, or that the Nevada Gaming Authorities or any
     other governmental agencies are investigating the Company or any of its
     Significant Subsidiaries other than in normal course administrative reviews
     or any ordinary course review of the transactions contemplated hereby;

          (q) The Company and the Significant Subsidiaries have filed all
     required federal, state and foreign income and franchise tax returns and
     have paid all taxes shown as due thereon, other than taxes being timely
     contested by appropriate proceedings, and the Company has no knowledge of
     any tax deficiency which has been or might be asserted or threatened
     against the Company or any Significant Subsidiary which might reasonably be
     expected to materially and adversely affect the business, operations or
     properties of the Company and its Subsidiaries, considered as one
     enterprise;

          (r) The Company is not and, after giving effect to the offering and
     sale of the Securities, will not be an "investment company" or an entity
     "controlled" by an "investment company," as such terms are defined in the
     Investment Company Act of 1940, as amended (the "Investment Company Act");

          (s) Neither the Company nor any of its affiliates does business with
     the government of Cuba or with any person or affiliate located in Cuba
     within the meaning of Section 517.075, Florida Statutes; and

                                       6

 
          (t) Arthur Andersen LLP, who have certified certain consolidated
     financial statements of the Company and its Subsidiaries, are independent
     public accountants as required by the Act and the rules and regulations of
     the Commission thereunder.

     3.   Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.

     4.   Designated Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, in the form specified in such Pricing
Agreement, and in such authorized denominations and registered in such names as
the Representatives may request upon at least forty-eight hours' prior notice to
the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by certified check
or checks or wire transfer, payable to the order of the Company in the funds
specified in such Pricing Agreement, all in the manner and at the place and time
and date specified in such Pricing Agreement or at such other place and time and
date as the Representatives and the Company may agree upon in writing, such time
and date being herein called the "Time of Delivery" for such Securities.

     5.   The Company agrees with each of the Underwriters of any Designated
Securities:

          (a) To prepare the Prospectus as amended or supplemented in relation
     to the applicable Designated Securities in a form approved by the
     Representatives and to file such Prospectus pursuant to Rule 424(b) under
     the Act not later than the Commission's close of business on the second
     Business Day following the execution and delivery of the Pricing Agreement
     relating to the applicable Designated Securities or, if applicable, such
     earlier time as may be required by Rule 424(b); to make no further
     amendment or any supplement to the Registration Statement or Prospectus as
     amended or supplemented after the date of the Pricing Agreement relating to
     such Securities and prior to the Time of Delivery for such Securities which
     shall be disapproved by the Representatives for such Securities promptly
     after reasonable notice thereof; to advise the Representatives promptly of
     any such amendment or supplement after such Time of Delivery and furnish
     the Representatives with copies thereof; to file timely all reports and any
     definitive proxy or information statements required to be filed by the
     Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
     of the Exchange Act for so long as the delivery of the Prospectus, as
     amended or supplemented, is required in connection with the offering or
     sale of such Securities, and during such same period to advise the
     Representatives, promptly after it receives notice thereof, of the time
     when any amendment to the Registration Statement has been filed or becomes
     effective or any supplement to the Prospectus or any amended Prospectus has
     been filed with the Commission, of the issuance by the Commission of any
     stop order or of any order preventing or suspending the use of any
     Prospectus relating to the Securities, of the suspension of the
     qualification of such Securities for offering or sale in any jurisdiction,
     of the initiation or threatening of any proceeding for any such purpose, or
     of any request by the Commission for the amending or supplementing of the
     Registration Statement or Prospectus or for additional information; and, in
     the event of the issuance of any such stop order or of any such order
     preventing or suspending the use of any Prospectus relating to the
     Securities or suspending any such qualification, to promptly use its best
     efforts to obtain the withdrawal of such order.  Neither the
     Representatives' consent to, nor the Underwriters' delivery of, any such
     amendment or supplement shall constitute a waiver of any of the conditions
     set forth in Section 7;

                                       7

 
          (b) Promptly from time to time to take such action as the
     Representatives may reasonably request to qualify such Securities for
     offering and sale under the securities laws of such jurisdictions as the
     Representatives may request and to comply with such laws so as to permit
     the continuance of sales and dealings therein in such jurisdictions for as
     long as may be necessary to complete the distribution of such Securities,
     provided that in connection therewith the Company shall not be required to
     qualify as a foreign corporation or to file a general consent to service of
     process in any jurisdiction;

          (c) Prior to 10:00 a.m., New York City time, on the Business Day next
     succeeding the date of this Agreement and from time to time to furnish the
     Underwriters with copies of the Prospectus as amended or supplemented in
     New York City in such quantities as the Representatives may reasonably
     request, and, if the delivery of a prospectus is required at any time in
     connection with the offering or sale of the Securities and if at such time
     any event shall have occurred as a result of which the Prospectus as then
     amended or supplemented would include an untrue statement of a material
     fact or omit to state any material fact necessary in order to make the
     statements therein, in the light of the circumstances under which they were
     made when such Prospectus is delivered, not misleading, or, if for any
     other reason it shall be necessary during such same period to amend or
     supplement the Prospectus or to file under the Exchange Act any document
     incorporated by reference in the Prospectus in order to comply with the
     Act, the Exchange Act or the Trust Indenture Act, to notify the
     Representatives and upon their request to file such document and to prepare
     and furnish without charge to each Underwriter and to any dealer in
     securities as many copies as the Representatives may from time to time
     reasonably request of an amended Prospectus or a supplement to the
     Prospectus which will correct such statement or omission or effect such
     compliance;

          (d) To make generally available to its securityholders as soon as
     practicable, but in any event not later than eighteen months after the
     effective date of the Registration Statement (as defined in Rule 158(c)
     under the Act), an earnings statement of the Company and its Subsidiaries
     (which need not be audited) complying with Section 11(a) of the Act and the
     rules and regulations of the Commission thereunder (including, at the
     option of the Company, Rule 158);

          (e) If the Company elects to rely upon Rule 462(b), the Company shall
     file a Rule 462(b) Registration Statement with the Commission in compliance
     with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this
     Agreement and the Pricing Agreement, and the Company shall at the time of
     filing either pay to the Commission the filing fee for the Rule 462(b)
     Registration Statement or give irrevocable instructions for the payment of
     such fee pursuant to Rule 111(b) under the Act; and

          (f) During the period beginning on the date of the Pricing Agreement
     for such Designated Securities and continuing to and including the later of
     (i) the termination of trading restrictions for such Designated Securities,
     as notified to the Company by the Representatives and (ii) the Time of
     Delivery for such Designated Securities, not to offer, sell, contract to
     sell or otherwise dispose of any debt securities of the Company which
     mature more than one year after such Time of Delivery and which are
     substantially similar to such Designated Securities, without the prior
     written consent of the Representatives.

     6.   The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering

                                       8

 
of copies thereof to the Underwriters and dealers; (ii) the cost of printing or
producing any Agreement among Underwriters, this Agreement, any Pricing
Agreement, the Indenture, any Blue Sky and Legal Investment Memoranda, closing
documents (including any compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Securities;
(iii) all expenses in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky and Legal
Investment Memoranda; (iv) any fees charged by securities rating services for
rating the Securities; (v) any filing fees incident to, and the fees and
disbursements of counsel for the Underwriters in connection with, any required
review by the NASD of the terms of the sale of the Securities; (vi) the cost of
preparing the Securities; (vii) the fees and expenses of any Trustee and any
agent of any Trustee and the fees and disbursements of counsel for any Trustee
in connection with the Indenture and the Securities; and (viii) all other costs
and expenses incident to the performance of the Company's obligations hereunder
which are not otherwise specifically provided for in this Section.  It is
understood, however, that, except as provided in this Section, and Sections 8
and 11 hereof, the Underwriters will pay all of their own costs and expenses,
including the fees of their counsel, transfer taxes on resale of any of the
Securities by them, and any advertising expenses connected with any offers they
may make.

     7.   The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:

          (a) The Prospectus as amended or supplemented in relation to the
     applicable Designated Securities shall have been filed with the Commission
     pursuant to Rule 424(b) within the applicable time period prescribed for
     such filing by the rules and regulations under the Act and in accordance
     with Section 5(a) hereof; if the Company has elected to rely upon Rule
     462(b), the Rule 462(b) Registration Statement shall have become effective
     by 10:00 P.M., Washington, D.C. time, on the date of this Agreement
     including the Pricing Agreement; no stop order suspending the effectiveness
     of the Registration Statement or any part thereof shall have been issued
     and no proceeding for that purpose shall have been initiated or threatened
     by the Commission; and all requests for additional information on the part
     of the Commission shall have been complied with to the Representatives'
     reasonable satisfaction;

          (b) Counsel for the Underwriters or other counsel for the Company
     satisfactory to the Representatives shall have furnished to the
     Representatives such opinion, dated the Time of Delivery for such
     Designated Securities, with respect to the matters covered in paragraphs
     (i), (v), (vi), (vii), (xii) (other than "Gaming Regulation"), (xiii), and
     (xv) of subsection (c) below as well as such other related matters as the
     Representatives may reasonably request, and such counsel shall have
     received such papers and information as they may reasonably request to
     enable them to pass upon such matters;

          (c) Wolf, Block, Schorr and Solis-Cohen LLP and/or Peter C. Walsh,
     Assistant General Counsel, or other counsel for the Company satisfactory to
     the Representatives, shall have furnished to the Representatives one or
     more written opinions, dated the Time of Delivery for such Designated
     Securities, in form and substance satisfactory to the Representatives, to
     the effect that:

                                       9

 
               (i)     Each of the Company and its Significant Subsidiaries has
     been duly incorporated and is validly existing as a corporation in good
     standing under the laws of its jurisdiction of incorporation with corporate
     power and authority to own or lease its properties and conduct its business
     as described in the Registration Statement and the Prospectus as amended or
     supplemented, and is duly qualified to do business as a foreign corporation
     and is in good standing under the laws of each jurisdiction which requires
     such qualification, except where the failure to be so qualified would not
     have a material adverse effect on the business, operations or financial
     condition of the Company and its Subsidiaries considered as one enterprise;

               (ii)    The Company has an authorized capitalization as set forth
     in the Prospectus as amended or supplemented under the caption
     "Capitalization," and all of the issued shares of capital stock of the
     Company have been duly and validly authorized and issued and are fully paid
     and non-assessable;

               (iii)   All of the outstanding shares of capital stock of each
     Significant Subsidiary have been duly and validly authorized and issued and
     are fully paid and non-assessable, and all outstanding shares of capital
     stock of the Significant Subsidiaries are owned of record and, to the best
     of such counsel's knowledge, beneficially by the Company either directly or
     through wholly owned Subsidiaries, free and clear of any perfected security
     interest and, to the best of such counsel's knowledge, any other security
     interests, claims, liens or encumbrances;

               (iv)    To the best of such counsel's knowledge and other than as
     set forth in the Prospectus, there are no legal or governmental proceedings
     pending to which the Company or any of its Subsidiaries is a party or of
     which any property of the Company or any of its Subsidiaries is the subject
     which, if determined adversely to the Company or any of its Subsidiaries,
     would individually or in the aggregate have a material adverse effect on
     the consolidated financial position, stockholders' equity or results of
     operations of the Company and its Subsidiaries considered as one
     enterprise; and, to the best of such counsel's knowledge, no such
     proceedings are threatened or contemplated by governmental authorities or
     threatened by others;

               (v)     This Agreement and the Pricing Agreement with respect to
     the Designated Securities have been duly authorized, executed and delivered
     by the Company;

               (vi)    The Designated Securities have been duly authorized,
     executed, issued and delivered by the Company, and assuming due
     authentication by the Trustee, constitute valid and legally binding
     obligations of the Company entitled to the benefits provided by the
     Indenture, subject, as to enforcement, to bankruptcy, insolvency,
     reorganization, fraudulent conveyance, moratorium and other laws of general
     applicability now or hereafter in effect relating to or affecting
     creditors' rights and to general equity principles; and the Designated
     Securities and the Indenture conform in all material respects to the
     descriptions thereof in the Prospectus as amended or supplemented;

               (vii)   The Indenture has been duly authorized, executed and
     delivered by the Company and, assuming due authorization, execution and
     delivery by the Trustee, constitutes a valid and legally binding
     instrument, enforceable in accordance with its terms, subject, as to
     enforcement, to bankruptcy, insolvency, reorganization, fraudulent
     conveyance, moratorium and other laws of general applicability now or
     hereafter in effect relating to or affecting creditors' rights and to
     general equity principles; and the Indenture has been duly qualified under
     the Trust Indenture Act;

                                       10

 
               (viii)  The issue and sale of the Designated Securities and the
     compliance by the Company with all of the provisions of the Designated
     Securities, the Indenture, this Agreement and the Pricing Agreement with
     respect to the Designated Securities and the consummation of the
     transactions herein and therein contemplated will not conflict with or
     result in a breach or violation of any of the terms or provisions of, or
     constitute a default under, any indenture, mortgage, deed of trust, loan
     agreement or other agreement or instrument known to such counsel to which
     the Company is a party or by which the Company is bound or to which any of
     the property or assets of the Company is subject, nor will such actions
     result in any violation of the provisions of the Articles of Incorporation
     or By-laws of the Company or any statute or any order, rule or regulation
     known to such counsel of any court or governmental agency or body having
     jurisdiction over the Company or any of its properties (including, without
     limitation, the gaming statutes or regulations of the State of Nevada or
     its political subdivisions);

               (ix)    No consent, approval, authorization, order, registration
     or qualification of or with any court or governmental agency or body
     (including, without limitation, the Nevada Gaming Authorities) is required
     on the part of the Company for the issue and sale of the Designated
     Securities by the Company or the consummation by the Company of the
     transactions contemplated by this Agreement or such Pricing Agreement or
     the Indenture, except such as have been obtained under the Act and the
     Trust Indenture Act and such other consents, approvals, authorizations,
     orders, registrations or qualifications as have previously been obtained,
     or such as may be required under state securities or Blue Sky laws in
     connection with the purchase and distribution of the Designated Securities
     by the Underwriters;

               (x)     To the best knowledge of such counsel, neither the
     Company nor any of its Significant Subsidiaries is in violation of its By-
     laws or Articles or Certificate of Incorporation or in default in any
     material respect in the performance or observance of any material
     obligation, agreement, covenant or condition contained in any contract,
     indenture, mortgage, deed of trust, loan agreement, lease or other
     instrument to which it is a party or by which it or any of its properties
     may be bound;

               (xi)    The Company and its Significant Subsidiaries have
     obtained all licenses, permits and other governmental authorizations which
     are material for the present conduct of their respective businesses (except
     for building or similar permits and general business licenses from counties
     or municipalities, as to which such counsel need express no opinion), and
     to the best of such counsel's knowledge, such licenses, permits and other
     governmental authorizations are in full force and effect and the Company
     and each Significant Subsidiary are complying therewith in all material
     respects;

               (xii)   The statements set forth in the Prospectus, as amended
     and supplemented, under the captions "Description of Debt Securities" and
     "Description of Securities," insofar as they purport to constitute a
     summary of the terms of the Securities, and under the captions "Plan of
     Distribution" and "Gaming Regulation" (including any information
     incorporated by reference with respect thereto), insofar as they purport to
     describe the provisions of the laws and documents referred to therein, are
     accurate, complete and fair in all material respects;

               (xiii)  The Company is not an "investment company" or an entity
     "controlled" by an "investment company," as such terms are defined in the
     Investment Company Act;

               (xiv)   The documents incorporated by reference in the Prospectus
     as amended or supplemented (other than the financial statements, notes
     thereto and related schedules, as to

                                       11

 
     which such counsel need express no opinion), when they became effective or
     were filed with theCommission, as the case may be, complied as to form in
     all material respects with the requirements of the Act or the Exchange Act,
     as applicable, and the rules and regulations of the Commission thereunder;
     and although such counsel have not verified, and are not passing upon and
     do not assume responsibility for, the accuracy, completeness or fairness of
     the statements contained in the Registration Statement or the Prospectus,
     such counsel have no reason to believe that any of such documents, when
     they became effective or were so filed, as the case may be, contained, in
     the case of a registration statement which became effective under the Act,
     an untrue statement of a material fact or omitted to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, or, in the case of other documents which were filed under
     the Act or the Exchange Act with the Commission, an untrue statement of a
     material fact or omitted to state a material fact necessary in order to
     make the statements therein, in the light of the circumstances under which
     they were made when such documents were so filed, not misleading; to the
     best of such counsel's knowledge, there are no franchises, leases,
     contracts, agreements or other documents of a character required to be
     disclosed in the Registration Statement or Prospectus or to be filed as
     exhibits to the Registration Statement which are not disclosed or filed, as
     required; and

               (xv)    The Registration Statement and the Prospectus as amended
     or supplemented and any further amendments and supplements thereto made by
     the Company prior to the Time of Delivery for the Designated Securities
     (other than the financial statements, notes thereto and related schedules,
     as to which such counsel need express no opinion) comply as to form in all
     material respects with the requirements of the Act and the Trust Indenture
     Act and the rules and regulations thereunder; although such counsel do not
     assume any responsibility for the accuracy, completeness or fairness of the
     statements contained in the Registration Statement or the Prospectus,
     except for those referred to in the opinion in subsection (xii) of this
     Section 7(c), they have no reason to believe that, as of its effective
     date, the Registration Statement or any further amendment thereto made by
     the Company prior to the Time of Delivery (other than the financial
     statements, notes thereto and related schedules, as to which such counsel
     need express no opinion) contained an untrue statement of a material fact
     or omitted to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading or that, as of its
     date, the Prospectus as amended or supplemented or any further amendment or
     supplement thereto made by the Company prior to the Time of Delivery (other
     than the financial statements, notes thereto and related schedules, as to
     which such counsel need express no opinion) contained an untrue statement
     of a material fact or omitted to state a material fact necessary to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading or that, as of the Time of Delivery, either the
     Registration Statement or the Prospectus as amended or supplemented or any
     further amendment or supplement thereto made by the Company prior to the
     Time of Delivery (other than the financial statements, notes thereto and
     related schedules, as to which such counsel need express no opinion)
     contains an untrue statement of a material fact or omits to state a
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading; and they do not
     know of any amendment to the Registration Statement required to be filed or
     any contracts or other documents of a character required to be filed as an
     exhibit to the Registration Statement or required to be incorporated by
     reference into the Prospectus as amended or supplemented or required to be
     described in the Registration Statement or the Prospectus as amended or
     supplemented which are not filed or incorporated by reference or described
     as required;

          (d) On the date of the Pricing Agreement for such Designated
     Securities at a time prior to the execution of the Pricing Agreement with
     respect to such Designated Securities, and at the Time of Delivery for such
     Designated Securities, the independent accountants of the

                                       12

 
     Company who have certified the consolidated financial statements of the
     Company and its Subsidiaries included or incorporated by reference in the
     Registration Statement shall have furnished to the Representatives a
     letter, dated the date of the Pricing Agreement, and a letter dated such
     Time of Delivery, respectively, to the effect set forth in Annex II hereto,
     and with respect to such letter dated such Time of Delivery, as to such
     other matters as the Representatives may reasonably request and in form and
     substance satisfactory to the Representatives (the executed copy of the
     letter delivered prior to the execution of this Agreement is attached as
     Annex I(a) hereto and a draft of the form of letter to be delivered on the
     effective date of any post-effective amendment to the Registration
     Statement and as of each Time of Delivery is attached as Annex I(b)
     hereto);

          (e) (i)  Neither the Company nor any of its Subsidiaries shall have
     sustained since the date of the latest audited financial statements
     included or incorporated by reference in the Prospectus as amended prior to
     the date of the Pricing Agreement relating to the Designated Securities any
     loss or interference with its business from fire, explosion, flood or other
     calamity, whether or not covered by insurance, or from any labor dispute or
     court or governmental action, order or decree, otherwise than as set forth
     or contemplated in the Prospectus as amended prior to the date of the
     Pricing Agreement relating to the Designated Securities, and (ii) since the
     respective dates as of which information is given in the Prospectus as
     amended or supplemented prior to the date of the Pricing Agreement relating
     to the Designated Securities there shall not have been any change in the
     capital stock or long-term debt of the Company or any of its Subsidiaries
     or any change, or any development involving a prospective change, in or
     affecting the general affairs, management, financial position,
     stockholders' equity or results of operations of the Company and its
     Subsidiaries, otherwise than as set forth or contemplated in the Prospectus
     as amended or supplemented prior to the date of the Pricing Agreement
     relating to the Designated Securities, the effect of which, in any such
     case described in clause (i) or (ii), is in the judgment of the
     Representatives so material and adverse as to make it impracticable or
     inadvisable to proceed with the public offering or the delivery of the
     Designated Securities on the terms and in the manner contemplated in the
     Prospectus as amended or supplemented relating to the Designated
     Securities;

          (f) On or after the date of execution of the Pricing Agreement
     relating to the Designated Securities (i) no downgrading shall have
     occurred in the rating accorded the debt securities of the Company or its
     Subsidiaries by any "nationally recognized statistical rating
     organization," as that term is defined by the Commission for purposes of
     Rule 436(g)(2) under the Act, and (ii) no such organization shall have
     publicly announced that it has under surveillance or review, with possible
     negative implications, its rating of any of the debt securities of the
     Company or its Subsidiaries;

          (g) On or after the date of execution of the Pricing Agreement
     relating to the Designated Securities there shall not have occurred any of
     the following: (i) a suspension or material limitation in trading in
     securities generally on the New York Stock Exchange; (ii) a suspension or
     material limitation in trading in the Company's securities on the New York
     Stock Exchange or the Pacific Exchange; (iii) a general moratorium on
     commercial banking activities declared by either Federal, New York or
     Nevada authorities; or (iv) the outbreak or escalation of hostilities
     involving the United States or the declaration by the United States of a
     national emergency or war, if the effect of any such event specified in
     this clause (iv) in the judgment of the Representatives makes it
     impracticable or inadvisable to proceed with the public offering or the
     delivery of the Designated Securities on the terms and in the manner
     contemplated in the Prospectus as amended or supplemented relating to the
     Designated Securities;

                                       13

 
          (h) The Company shall have complied with the provisions of Section
     5(c) hereof with respect to the furnishing of Prospectuses on the Business
     Day next succeeding the date of this Agreement; and

          (i) The Company shall have furnished or caused to be furnished to the
     Representatives at the Time of Delivery for the Designated Securities a
     certificate or certificates of officers of the Company satisfactory to the
     Representatives as to the accuracy of the representations and warranties of
     the Company herein at and as of such Time of Delivery, as to the
     performance by the Company of all of its obligations hereunder to be
     performed at or prior to such Time of Delivery, as to the matters set forth
     in subsections (a) and (e) of this Section and as to such other matters as
     the Representatives may reasonably request.

     8.   (a)  The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Securities through the Representatives expressly for use therein
or insofar as such loss, claim, damage, liability, expense or action arises out
of or is based upon any untrue statement or omission in any Preliminary
Prospectus which was identified to such Underwriter in writing and was corrected
in the Prospectus and it shall have been established that the Underwriter
seeking indemnification fails to deliver a copy of the Prospectus to the person
to whom liability has been incurred at or prior to confirmation of the sales of
Designated Securities to such person in any case where such delivery is required
by the Act and such delivery would have cured the defect giving rise to the
liability hereunder.

          (b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Securities, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse the Company for
any legal or other

                                      14

 
expenses reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred.

          (c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection.  In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation.  No indemnifying party shall, without
the written consent of the indemnified party, which consent shall not be
unreasonably withheld, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act, by or on behalf of any indemnified
party.

          (d) If  the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
of the Designated Securities on the other from the offering of the Designated
Securities to which such loss, claim, damage or liability (or action in respect
thereof) relates.  If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Underwriters of the Designated Securities on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations.  The relative benefits received by the Company on the
one hand and such Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from such offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by such Underwriters.  The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or such Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.  The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations

                                      15

 
referred to above in this subsection (d).  The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the applicable Designated Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.  No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  The obligations of the
Underwriters of Designated Securities in this subsection (d) to contribute are
several in proportion to their respective underwriting obligations with respect
to such Securities and not joint.

          (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

     9.   (a)  If any Underwriter shall default in its obligation to purchase
the Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein.  If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms.  In the event that, within
the respective prescribed period, the Representatives notify the Company that
they have so arranged for the purchase of such Designated Securities, or the
Company notifies the Representatives that it has so arranged for the purchase of
such Designated Securities, the Representatives or the Company shall have the
right to postpone the Time of Delivery for such Designated Securities for a
period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary.  The term "Underwriter" as used
in this Agreement shall include any person substituted under this Section with
like effect as if such person had originally been a party to the Pricing
Agreement with respect to such Designated Securities.

          (b) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each non-
defaulting Underwriter to purchase its pro rata share (based on the respective
principal amount of Designated Securities which such non defaulting
Underwriter(s) agreed to purchase under such Pricing Agreement) of the
Designated Securities of such defaulting Underwriter or Underwriters for which
such arrangements

                                      16

 
have not been made; but nothing herein shall relieve a defaulting Underwriter
from liability for its default.

          (c) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

     10.  The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.

     11.  If any Pricing Agreement shall be terminated pursuant to Section 9(c)
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Sections 6 and 8 hereof; but, if for any other reason
Designated Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of such Designated Securities, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Securities
except as provided in Sections 6 and 8 hereof.

     12.  In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

     All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement: Attention: General Counsel; provided, however, that any
notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or
sent by mail, telex or facsimile transmission to such Underwriter at its address
set forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representatives upon request.  Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

     13.  This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Sections 8 and 10 hereof, the officers and directors of the Company
and each person who controls the Company or any


                                      17

 
Underwriter, and their respective heirs, executors, administrators, successors
and assigns, and no other person shall acquire or have any right under or by
virtue of this Agreement or any such Pricing Agreement.  No purchaser of any of
the Securities from any Underwriter shall be deemed a successor or assign by
reason merely of such purchase.

     14.  Time shall be of the essence of each Pricing Agreement.  As used
herein, "Business Day" shall mean any day when the Commission's office in
Washington, D.C.  is open for business.

     15.  This Agreement and each Pricing Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

     16.  This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.


                                      18

 
     If the foregoing is in accordance with your understanding, please sign and
return to us five counterparts hereof.

                              Very truly yours,

                              MIRAGE RESORTS, INCORPORATED



                              By: /s/ Daniel R. Lee
                                 -------------------------------
                                 Name:  Daniel R. Lee
                                 Title:  Chief Financial Officer

Accepted as of the date hereof:

Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
BancAmerica Securities, Inc.



By /s/ Kevin Covert
  -------------------------------------------
     (Credit Suisse First Boston Corporation)


                                      19

 
                                                                         ANNEX I

                               Pricing Agreement
                               -----------------



Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
BancAmerica Securities, Inc.
c/o Credit Suisse First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
                                                                   July 31, 1997

Ladies and Gentlemen:

     Mirage Resorts, Incorporated, a Nevada corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated July 31, 1997 (the "Underwriting Agreement"),
between the Company, on the one hand, and Credit Suisse First Boston
Corporation, Goldman, Sachs & Co. and BancAmerica Securities, Inc. on the other
hand, to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters"), the Securities specified in Schedule II hereto (the "Designated
Securities").  Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement.  Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you.  Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined.  The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.

  An amendment to the Registration Statement, or a supplement to the Prospectus,
as the case may be, relating to the Designated Securities, in the form
heretofore delivered to you is now proposed to be filed with the Commission.

  Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, the Company agrees to issue and sell
to each of the Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II hereto, the
principal amount of Designated Securities set forth opposite the name of such
Underwriter in Schedule I hereto.

  If the foregoing is in accordance with your understanding, please sign and
return to us five counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein


                                  Annex I -1-

 
by reference, shall constitute a binding agreement between each of the
Underwriters and the Company.  It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of which
shall be submitted to the Company for examination upon request, but without
warranty on the part of the Representatives as to the authority of the signers
thereof.

                              Very truly yours,

                              MIRAGE RESORTS, INCORPORATED



                              By: /s/ Daniel R. Lee
                                 -----------------------------------------
                                    Name:    Daniel R. Lee
                                    Title:   Chief Financial Officer

Accepted as of the date hereof:

Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
BancAmerica Securities, Inc.



By: /s/ Kevin Covert
   ----------------------------------------------
     (Credit Suisse First Boston Corporation)

On behalf of each of the Underwriters


                                  Annex I -2-

 
                                                                      ANNEX I(a)

                              Accountants' Letter
                     (as of date of execution of Agreement)
                     --------------------------------------


                                Annex I(a) -1-

 
                                                                      ANNEX I(b)

                              Accountants' Letter
                         (as of each Time of Delivery)
                         -----------------------------



                                Annex I(b) -1-

 


                             SCHEDULE I
                                                   Principal
                                                   Amount of  
                                                   Designated
                                                   Securities 
                                                     to be   
              Underwriters                         Purchased  
              ------------               
                                             Notes Due  Debentures Due
                                                2007         2017
                                           ------------  ------------
                                                   
Credit Suisse First Boston Corporation...    67,200,000    33,600,000
Goldman, Sachs & Co......................    67,200,000    33,600,000
BancAmerica Securities, Inc..............    33,600,000    16,800,000
BT Securities Corporation................     6,400,000     3,200,000
CIBC Wood Gundy Securities Corp..........     6,400,000     3,200,000
Credit Lyonnais Securities (USA) Inc.....     6,400,000     3,200,000
J.P. Morgan Securities Inc...............     6,400,000     3,200,000
Societe Generale Securities Corporation..     6,400,000     3,200,000
                                           ------------  ------------
Total....................................  $200,000,000  $100,000,000
                                           ============  ============



                                  Sch. I -1-

 
                                  SCHEDULE II



Titles of Designated Securities:

     6.75% Notes due August 1, 2007 ("Notes")
     7.25% Debentures due August 1, 2017 ("Debentures")

Aggregate principal amount:

     $200,000,000 Notes
     $100,000,000 Debentures

Price to Public:

     99.547% of the principal amount of the Notes, plus accrued interest, if
     any, from August 5, 1997 to the date of closing and 99.695% of the
     principal amount of the Debentures, plus accrued interest, if any, from
     August 5, 1997 to the date of closing.

Purchase Price by Underwriters:

     98.897% of the principal amount of the Notes, plus accrued interest, if
     any, from August 5, 1997 to the date of closing and 98.820% of the
     principal amount of the Debentures, plus accrued interest, if any, from
     August 5, 1997 to the date of closing.

Form of Designated Securities:

     Book-entry only form represented by one or more global securities deposited
     with The Depository Trust Company ("DTC") or its designated custodian, to
     be made available for checking by the Representatives at least twenty-four
     hours prior to the Time of Delivery at the office of DTC.

Specified funds for payment of purchase price:

     Federal (same day) funds

Time of Delivery:

     10:00 a.m. (New York City time), August 5, 1997

Indenture:

     Indenture dated as of August 1, 1997, and Supplemental Indenture dated as
     of August 1, each 1997, between the Company and the Trustee.

                                  Sch. II -1-

 
Maturity:

     Notes: August 1, 2007
     Debentures: August 1, 2017

Interest Rate:

     6.75% Notes
     7.25% Debentures

Interest Payment Dates:

     Notes: February 1 and August 1
     Debentures: February 1 and August 1

Redemption Provisions:

     Notes: The Notes are redeemable, in whole or in part, at the option of the
     Company at any time at a redemption price equal to the greater of (i) 100%
     of the principal amount of such Notes or (ii) as determined by a Quotation
     Agent (as defined in the Prospectus, as amended and supplemented), the sum
     of the present values of the remaining scheduled payments of principal and
     interest thereon discounted to the date of redemption on a semiannual basis
     (assuming a 360-day year consisting of twelve 30-day months) at the
     Adjusted Treasury Rate (as defined in the Prospectus, as amended and
     supplemented), plus, in each case, accrued interest thereon to the date of
     redemption.

     Debentures: The Debentures are redeemable, in whole or in part, at the
     option of the Company at any time at a redemption price equal to the
     greater of (i) 100% of the principal amount of such Debentures or (ii) as
     determined by a Quotation Agent (as defined in the Prospectus, as amended
     and supplemented), the sum of the present values of the remaining scheduled
     payments of principal and interest thereon discounted to the date of
     redemption on a semiannual basis (assuming a 360-day year consisting of
     twelve 30-day months) at the Adjusted Treasury Rate (as defined in the
     Prospectus, as amended and supplemented), plus, in each case, accrued
     interest thereon to the date of redemption.

Sinking Fund Provisions:

     No sinking fund provisions

Closing location for delivery of Designated Securities:

     New York

Names and addresses of Representatives:

     Designated Representatives:  Credit Suisse First Boston Corporation
                                  Goldman, Sachs & Co.
                                  BancAmerica Securities, Inc.

     Address for Notices, etc.:   c/o Credit Suisse First Boston Corporation
                                  Park Avenue Plaza
                                  55 East 52nd Street
                                  New York, NY 10055

                                  Sch. II -3-

 
Other Terms:

     Other terms of the Designated Securities will be described in the
     Prospectus, as amended and supplemented, for the offering.

 
                                                                        ANNEX II



     Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

          (i)    They are independent certified public accountants with
     respect to the Company and its Subsidiaries within the meaning of the Act
     and the applicable published rules and regulations thereunder;

          (ii)   In their opinion, the financial statements and any
     supplementary financial information and schedules audited (and, if
     applicable, financial forecasts and/or pro forma financial information
     examined) by them and included or incorporated by reference in the
     Registration Statement or the Prospectus comply as to form in all material
     respects with the applicable accounting requirements of the Act or the
     Exchange Act, as applicable, and the related published rules and
     regulations thereunder; and, if applicable, they have made a review in
     accordance with standards established by the American Institute of
     Certified Public Accountants of the consolidated interim financial
     statements, selected financial data, pro forma financial information,
     financial forecasts and/or condensed financial statements derived from
     audited financial statements of the Company for the periods specified in
     such letter, as indicated in their reports thereon, copies of which have
     been furnished to the representative or representatives of the Underwriters
     (the "Representatives") such term to include an Underwriter or Underwriters
     who act without any firm being designated as its or their representatives
     and are attached hereto;

          (iii)  They have made a review in accordance with standards
     established by the American Institute of Certified Public Accountants of
     the unaudited condensed consolidated statements of income, consolidated
     balance sheets and consolidated statements of cash flows included in the
     Prospectus and/or included in the Company's quarterly report on Form 10-Q
     incorporated by reference into the Prospectus as indicated in their reports
     thereon copies of which are attached hereto; and on the basis of specified
     procedures including inquiries of officials of the Company who have
     responsibility for financial and accounting matters regarding whether the
     unaudited condensed consolidated financial statements referred to in
     paragraph (vi)(A)(i) below comply as to form in all material respects with
     the applicable accounting requirements of the Act and the Exchange Act and
     the related published rules and regulations, nothing came to their
     attention that caused them to believe that the unaudited condensed
     consolidated financial statements do not comply as to form in all material
     respects with the applicable accounting requirements of the Act and the
     Exchange Act and the related published rules and regulations;

          (iv)   The unaudited selected financial information with respect to
     the consolidated results of operations and financial position of the
     Company for the five most recent fiscal years included in the Prospectus
     and included or incorporated by reference in Item 6 of the Company's Annual
     Report on Form 10-K for the most recent fiscal year 

                                 Annex II -1-

 
     agrees with the corresponding amounts (after restatement where applicable)
     in the audited consolidated financial statements for five such fiscal years
     which were included or incorporated by reference in the Company's Annual
     Reports on Form 10-K for such fiscal years;

          (v)    They have compared the information in the Prospectus under
     selected captions with the disclosure requirements of Regulation S-K and on
     the basis of limited procedures specified in such letter nothing came to
     their attention as a result of the foregoing procedures that caused them to
     believe that this information does not conform in all material respects
     with the disclosure requirements of Items 301, 302, 402 and 503(d),
     respectively, of Regulation S-K;

          (vi)   On the basis of limited procedures, not constituting an
     examination in accordance with generally accepted auditing standards,
     consisting of a reading of the unaudited financial statements and other
     information referred to below, a reading of the latest available interim
     financial statements of the Company and its Subsidiaries, inspection of the
     minute books of the Company and its Subsidiaries since the date of the
     latest audited financial statements included or incorporated by reference
     in the Prospectus, inquiries of officials of the Company and its
     Subsidiaries responsible for financial and accounting matters and such
     other inquiries and procedures as may be specified in such letter, nothing
     came to their attention that caused them to believe that:

                 (A) (i)  the unaudited condensed consolidated statements of
     income, consolidated balance sheets and consolidated statements of cash
     flows included in the Prospectus and/or included or incorporated by
     reference in the Company's Quarterly Reports on Form 10-Q incorporated by
     reference in the Prospectus do not comply as to form in all material
     respects with the applicable accounting requirements of the Exchange Act
     and the related published rules and regulations, or (ii) any material
     modifications should be made to the unaudited condensed consolidated
     statements of income, consolidated balance sheets and consolidated
     statements of cash flows included in the Prospectus or included in the
     Company's Quarterly Reports on Form 10-Q incorporated by reference in the
     Prospectus for them to be in conformity with generally accepted accounting
     principles;

                 (B) any other unaudited income statement data and balance sheet
     items included in the Prospectus do not agree with the corresponding items
     in the unaudited consolidated financial statements from which such data and
     items were derived, and any such unaudited data and items were not
     determined on a basis substantially consistent with the basis for the
     corresponding amounts in the audited consolidated financial statements
     included or incorporated by reference in the Company's Annual Report on
     Form 10-K for the most recent fiscal year;

                 (C) the unaudited financial statements which were not included
     in the Prospectus but from which were derived the unaudited condensed
     financial statements referred to in clause (A) and any unaudited income
     statement data and balance sheet items included in the Prospectus and
     referred to in clause (B) were not determined on a basis substantially
     consistent with the basis for the audited financial statements included

                                 Annex II -2-

 
     or incorporated by reference in the Company's Annual Report on Form 10-K
     for the most recent fiscal year;

               (D) any unaudited pro forma consolidated condensed financial
     statements included or incorporated by reference in the Prospectus do not
     comply as to form in all material respects with the applicable accounting
     requirements of the Act and the published rules and regulations thereunder
     or the pro forma adjustments have not been properly applied to the
     historical amounts in the compilation of those statements;

               (E) as of a specified date not more than five days prior to the
     date of such letter, there have been any changes in the consolidated
     capital stock (other than issuances of capital stock upon exercise of
     options and stock appreciation rights, upon earn-outs of performance shares
     and upon conversions of convertible securities, in each case which were
     outstanding on the date of the latest balance sheet included or
     incorporated by reference in the Prospectus) or any increase in the
     consolidated long-term debt of the Company and its Subsidiaries, or any
     decreases in consolidated net current assets or stockholders' equity or
     other items specified by the Representatives, or any increases in any items
     specified by the Representatives, in each case as compared with amounts
     shown in the latest balance sheet included or incorporated by reference in
     the Prospectus, except in each case for changes, increases or decreases
     which the Prospectus discloses have occurred or may occur or which are
     described in such letter; and

               (F) for the period from the date of the latest financial
     statements included or incorporated by reference in the Prospectus to the
     specified date referred to in clause (E) there were any decreases in
     consolidated net revenues or operating profit or the total or per share
     amounts of consolidated net income or other items specified by the
     Representatives, or any increases in any items specified by the
     Representatives, in each case as compared with the comparable period of the
     preceding year and with any other period of corresponding length specified
     by the Representatives, except in each case for increases or decreases
     which the Prospectus discloses have occurred or may occur or which are
     described in such letter; and

        (vii)  In addition to the audit referred to in their report(s)
     included or incorporated by reference in the Prospectus and the limited
     procedures, inspection of minute books, inquiries and other procedures
     referred to in paragraphs (iii) and (vi) above, they have carried out
     certain specified procedures, not constituting an audit in accordance with
     generally accepted auditing standards, with respect to certain amounts,
     percentages and financial information specified by the Representatives
     which are derived from the general accounting records of the Company and
     its Subsidiaries, which appear in the Prospectus (excluding documents
     incorporated by reference), or in Part II of, or in exhibits and schedules
     to, the Registration Statement specified by the Representatives or in
     documents incorporated by reference in the Prospectus specified by the
     Representatives, and have compared certain of such amounts, percentages and
     financial information with the accounting records of the Company and its
     Subsidiaries and have found them to be in agreement.

                                 Annex II -3-

 
     All references in this Annex II to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein) as
defined in the Underwriting Agreement as of the date of the letter delivered on
the date of the Pricing Agreement for purposes of such letter and to the
Prospectus as amended or supplemented (including the documents incorporated by
reference therein) in relation to the applicable Designated Securities for
purposes of the letter delivered at the Time of Delivery for such Designated
Securities.

                                 Annex II -4-

EX-4

 
                                                                       Exhibit 4


                     MIRAGE RESORTS, INCORPORATED, Issuer


                                      AND


              FIRST SECURITY BANK, NATIONAL ASSOCIATION, Trustee


                                 $300,000,000

                            SUPPLEMENTAL INDENTURE

                                  DATED AS OF

                                August 1, 1997


                        6.75% NOTES DUE AUGUST 1, 2007
                      7.25% DEBENTURES DUE AUGUST 1, 2017

 
     THIS SUPPLEMENTAL INDENTURE is dated and entered into as of August 1, 1997,
between Mirage Resorts, Incorporated, a Nevada corporation (hereinafter
sometimes referred to as the "Company"), and First Security Bank, National
Association, a corporation organized and existing as a national banking
association under the laws of the United States, as trustee (hereinafter
sometimes referred to as the "Trustee").

                               WITNESSETH THAT:

     WHEREAS, the Company filed on June 28, 1996 a Registration Statement on
Form S-3 (the "Shelf Registration Statement") with the Securities and Exchange
Commission with respect to certain securities of the Company, and the Shelf
Registration Statement was declared effective on July 12, 1996;

     WHEREAS, the form of Indenture attached as Exhibit 4 to the Shelf
Registration Statement (the "Indenture") sets forth certain terms and provisions
of certain debt securities of the Company;

     WHEREAS, for its lawful corporate purposes, the Company desires to create
and authorize the series of 6.75% Notes Due August 1, 2007, in an aggregate
principal amount of $200,000,000 (the "Notes") and the series of 7.25%
Debentures Due August 1, 2017, in an aggregate principal amount of $100,000,000
(the "Debentures") and to provide the terms and conditions upon which the Notes
and Debentures are to be executed, registered, authenticated, issued and
delivered;

     WHEREAS, the Company has duly authorized the execution and delivery of this
Supplemental Indenture;

     WHEREAS, the Notes and the certificate of authentication to be borne by the
Notes are to be substantially in the forms attached hereto as Exhibit A, and the
                                                              ---------         
Debentures and the certificate of authentication to be borne by the Debentures
are to be substantially in the forms attached hereto as Exhibit B; and
                                                        ---------     

     WHEREAS, all acts and things necessary to make the Notes and the
Debentures, when executed by the Company and authenticated and delivered by or
on behalf of the Trustee as in this Supplemental Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute these presents a
valid indenture and agreement according to its terms, have been done and
performed;

     NOW, THEREFORE, in order to declare the terms and conditions upon which the
Notes and the Debentures are executed, registered, authenticated, issued and
delivered, and in consideration of the premises, of the purchase and acceptance
of such Notes and such Debentures by the Holders thereof and of the sum of one
dollar to it duly paid by the Trustee at the execution of these presents, the
receipt whereof is hereby acknowledged, the Company covenants and agrees with
the Trustee, for the equal and proportionate benefit of the respective Holders
from time to time of the Notes and Debentures, as follows:

                                       2

 
                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

1.   Capitalized Terms.

          Capitalized terms used herein and not otherwise defined herein are
used with the respective meanings ascribed to such terms in the Indenture.

2.   Effectiveness.

          This Supplemental Indenture shall become effective, and shall bind the
parties hereto, upon its execution by the parties hereto.

3.   Incorporation of Supplemental Indenture into Indenture.

          This Supplemental Indenture is executed by the Company and the Trustee
pursuant to the provisions of Section 9.01 of the Indenture, and the terms and
conditions hereof shall be deemed to be part of the Indenture for all purposes
upon the effectiveness of this Supplemental Indenture.  The Indenture, as
amended and supplemented by this Supplemental Indenture, is in all respects
hereby adopted, ratified and confirmed.

4.   Effect of Headings.

          The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.

5.   Governing Law.

          The internal laws of the State of Nevada shall govern and be used to
construe this Supplemental Indenture, without regard to the conflicts of laws
provisions thereof.

6.   Counterparts.

          This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

7.   Recitals.

          The recitals contained herein shall be taken as the statements of the
Company and the Trustee assumes no responsibility for their correctness.  The
Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture.

                                       3

 
                                  ARTICLE TWO

                     CREATION AND AUTHORIZATION OF SERIES

1.   Designation of Series of Security.

          There is hereby created and authorized (i) the series of Securities
entitled the "6.75% Notes Due August 1, 2007," which shall be a closed series
limited to $200,000,000 aggregate Principal Amount (except for Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Notes of this series pursuant to Sections 2.08, 2.09,
2.12 and 3.06 of the Indenture) and (ii) the series of Securities entitled
"7.25% Debentures Due August 1, 2017," which shall be a closed series limited to
$100,000,000 aggregate Principal Amount (except for Debentures authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Debentures of this series pursuant to Sections 2.08, 2.09, 2.12 and 3.06
of the Indenture).  The Notes and Debentures shall be substantially in the forms
set forth in the fifth recital of this Supplemental Indenture.

                                 ARTICLE THREE

                     AMENDMENTS TO PROVISIONS OF INDENTURE

1.   Definitions.

          Section 1.01 of the Indenture is hereby amended by adding the
following definitions in the appropriate alphabetical order:

          "Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, plus __% with respect to the Notes and
__% with respect to the Debentures.

          "Attributable Value" in respect of any sale and leaseback transaction
means, as of the time of determination, the total obligation (discounted to
present value at the average interest rate of the Notes and Debentures (weighted
in proportion to the aggregate principal amount of the Notes and Debentures
originally issued) compounded semiannually) of the lessee for rental payments
(other than amounts required to be paid on account of property taxes as well as
maintenance, repairs, insurance, water rates and other items which do not
constitute payments for property rights) during the remaining portion of the
base term of the lease included in such sale and leaseback transaction.

          "Comparable Treasury Issue" means, with respect to the Notes or the
Debentures, as the case may be, the United States Treasury security selected by
a Quotation Agent as having a maturity comparable to the remaining term of such
Notes or Debentures, as the case may be, to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes or Debentures, as the case may be.

          "Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third Business Day preceding such redemption date, as set forth in the 

                                       4

 
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations or
(B) if the Company obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such Quotations.

          "Consolidated Net Tangible Assets" of the Company means the aggregate
amount of assets (less applicable reserves and other properly deductible items)
after deducting therefrom (a) all current liabilities (excluding any
Indebtedness for money borrowed having a maturity of less than 12 months from
the date of the most recent consolidated balance sheet of the Company but which
by its terms is renewable or extendable beyond 12 months from such date at the
option of the borrower) and (b) all goodwill, trade names, patents, unamortized
debt discount and expense and any other like intangibles, all as set forth on
the most recent consolidated balance sheet of the Company and computed in
accordance with generally accepted accounting principles.

          "Lien" means, with respect to any property or assets, any mortgage or
deed of trust, pledge, hypothecation, assignment, security interest, lien,
encumbrance or other security arrangement of any kind or nature whatsoever on or
with respect to such property or assets (including any conditional sale or other
title retention agreement having substantially the same economic effect as any
of the foregoing).

          "Principal Property" means any real property of the Company or any of
its subsidiaries, and any equipment located at or comprising a part of any such
real property, having a net book value, as of the date of determination, in
excess of the greater of $25 million and 5% of Consolidated Net Tangible Assets
of the Company.

          "Quotation Agent" means one of the Reference Treasury Dealers
appointed by the Company and certified to the Trustee by the Company.

          "Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation, Goldman, Sachs & Co. and BancAmerica Securities, Inc. and their
respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer and certify same to the Trustee; and any other Primary
Treasury Dealer selected by the Company and certified to the Trustee by the
Company.

          "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company and certified to the Trustee by the Company, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Company by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption
date.

2.   Redemption and Offer to Purchase.

          Section 3.05 of the Indenture is hereby amended and restated in its
entirety as follows:

                                       5

 
Section 3.05.  Deposit of Redemption Price.
- ------------   --------------------------- 

               (a) Prior to or on the redemption date, the Company shall deposit
with the Paying Agent for the Notes being redeemed (or if the Company or a
subsidiary or an Affiliate of the Company is the Paying Agent, shall segregate
and hold in trust) money sufficient to pay the redemption price of, and (except
if the redemption date shall be an interest payment date) accrued interest on,
all Notes to be redeemed on that date other than Notes or portions of Notes
called for redemption which prior thereto have been delivered by the Company to
the Trustee for cancellation. If such money is then held by the Company or a
subsidiary or an Affiliate of the Company in trust and is not required for such
purpose, it shall be discharged from such trust.

               (b) Prior to or on the redemption date, the Company shall deposit
with the Paying Agent for the Debentures being redeemed (or if the Company or a
subsidiary or an Affiliate of the Company is the Paying Agent, shall segregate
and hold in trust) money sufficient to pay the redemption price of, and (except
if the redemption date shall be an interest payment date) accrued interest on,
all Debentures to be redeemed on that date other than Debentures or portions of
Debentures called for redemption which prior thereto have been delivered by the
Company to the Trustee for cancellation. If such money is then held by the
Company or a subsidiary or an Affiliate of the Company in trust and is not
required for such purpose, it shall be discharged from such trust.

3.   Optional Redemption.

               The Indenture is hereby amended by adding a new Section 3.08 as
follows:

Section 3.08.  Optional Redemption.
- ------------   ------------------- 

               (a) The Notes are redeemable, in whole or in part, at the option
of the Company at any time at a redemption price equal to the greater of (i)
100% of the Principal Amount of Notes so redeemed or (ii) as determined by a
Quotation Agent, the sum of the present values of the remaining scheduled
payments of Principal and interest thereon discounted to the redemption date on
a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate, plus, in each case, accrued interest thereon to
the redemption date.

               (b) The Debentures are redeemable, in whole or in part, at the
option of the Company at any time at a redemption price equal to the greater of
(i) 100% of the Principal Amount of Debentures so redeemed or (ii) as determined
by a Quotation Agent, the sum of the present values of the remaining scheduled
payments of Principal and interest thereon discounted to the redemption date on
a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate, plus, in each case, accrued interest thereon to
the redemption date.

4.   Limitation on Liens.

               The Indenture is hereby amended by adding a new Section 4.08 as
follows:

Section 4.08.  Limitation on Liens.
- ------------   ------------------- 

               The Company will not, and will not permit any subsidiary to,
create, incur, issue, assume or guarantee any Indebtedness of the Company or any
subsidiary secured by a Lien upon any Principal Property, or upon shares of
capital stock or evidences of Indebtedness issued by any subsidiary which owns
or leases a Principal Property and which are owned by the Company or any
subsidiary (whether 

                                       6

 
such Principal Property, shares or evidences of Indebtedness are now owned or
are hereafter acquired by the Company), without making effective provision to
secure all of the Notes and the Debentures then outstanding by such Lien,
equally and ratably with (or prior to) any and all other Indebtedness thereby
secured, so long as such Indebtedness shall be so secured.

               The foregoing restrictions shall not apply, however, to: (a)
Liens existing on the date of original issuance of the Notes and the Debentures;
(b) Liens affecting property of a corporation or other entity existing at the
time it becomes a subsidiary of the Company or at the time it is merged into or
consolidated with the Company or a subsidiary of the Company; (c) Liens on
property existing at the time of acquisition thereof or incurred to secure
payment of all or a part of the purchase price thereof or to secure Indebtedness
incurred prior to, at the time of, or within 24 months after the acquisition for
the purpose of financing all or part of the purchase price thereof; (d) Liens on
any property to secure all or part of the cost of improvements or construction
thereon or Indebtedness incurred to provide funds for such purpose in a
principal amount not exceeding the cost of such improvements or construction;
(e) Liens which secure Indebtedness owing by a subsidiary of the Company to the
Company or to another subsidiary of the Company; (f) purchase money security
Liens on personal property; (g) Liens to secure Indebtedness of joint ventures
in which the Company or a subsidiary has an interest, to the extent such Liens
are solely on property or assets of, or equity interests in, such joint
ventures; (h) Liens in favor of the United States of America or any State
thereof, or any department, agency or instrumentality or political subdivision
thereof, to secure partial, progress, advance or other payments; and (i) any
extension, renewal, replacement or refunding of any Lien referred to in the
foregoing clauses (a) through (h), provided, however, that the aggregate
principal amount of Indebtedness secured thereby and not otherwise authorized by
the foregoing clauses shall not exceed the aggregate principal amount of
Indebtedness, plus any premium or fee payable in connection with any such
extension, renewal, replacement or refunding, so secured at the time of such
extension, renewal, replacement or refunding.

               Notwithstanding the foregoing, the Company and its subsidiaries
may create, incur, issue, assume or guarantee Indebtedness secured by Liens
without equally and ratably securing the Notes and the Debentures then
outstanding, provided, that at the time of such creation, incurrence, issuance,
assumption or guarantee, after giving effect thereto and to the retirement of
any Indebtedness which is concurrently being retired, the aggregate amount of
all outstanding Indebtedness secured by Liens so incurred (other than those
Liens permitted by the preceding paragraph), together with all outstanding
Attributable Value of all sale and leaseback transactions permitted by the last
paragraph of Section 4.09, does not exceed 15% of the Consolidated Net Tangible
Assets of the Company.

5.   Limitation on Sale and Leaseback Transactions.

               The Indenture is hereby amended by adding a new Section 4.09 as
follows:

Section 4.09.  Limitation on Sale and Leaseback Transactions.
- ------------   --------------------------------------------- 

               The Company will not, and will not permit any subsidiary to,
enter into any sale and leaseback transaction involving any Principal Property
unless the Company or such subsidiary shall apply, or cause to be applied, to
the retirement of its secured debt within 120 days after the effective date of
the sale and leaseback transaction, an amount not less than the greater of (i)
the net proceeds of the sale of the Principal Property leased pursuant to such
arrangement or (ii) the fair market value of the Principal Property so leased.
This restriction will not apply to a sale and leaseback transaction involving
the taking back of a lease for a period of less than three years.

                                       7

 
               Notwithstanding the foregoing, the Company or any subsidiary may
enter into a sale and leaseback transaction, provided, that at the time of such
transaction, after giving effect thereto, the Attributable Value thereof,
together with all Indebtedness secured by Liens permitted pursuant to Section
4.08 (other than those Liens permitted by the second paragraph of Section 4.08,
and other than the Attributable Value of the sale and leaseback transactions
permitted by the preceding paragraph) does not exceed 15% of the Consolidated
Net Tangible Assets of the Company.

6.   Successor Corporation and Assignment.

               Section 5.01 of the Indenture is hereby amended and restated in
its entirety as follows:

Section 5.01.  When the Company May Merge, etc.
- ------------   --------------------------------

               The Company shall not consolidate or merge with or into, or sell,
lease, convey or otherwise dispose of all or substantially all of its assets to,
another person unless:

                   (1)   the person formed by or surviving any such
     consolidation or merger (if other than the Company), or to which such
     disposition shall have been made, is a corporation organized and existing
     under the laws of the United States or any State thereof or the District of
     Columbia;

                   (2)   the person formed by or surviving any such
     consolidation or merger (if other than the Company), or to which such
     disposition shall have been made, assumes by supplemental indenture all of
     the obligations of the Company under the Notes, the Debentures and this
     Indenture;

                   (3)   immediately after the transaction no Default or Event
     of Default exists; and

                   (4)   if, as a result of the transaction, property of the
     Company would become subject to a Lien that would not be permitted under
     the limitation on Liens contained in Section 4.08, the Company takes such
     steps as shall be necessary to secure the Notes and the Debentures equally
     and ratably with (or prior to) the Indebtedness secured by such Lien.

The Company shall deliver to the Trustee for the Notes and the Debentures prior
to the consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture comply with the provisions of this Indenture
applicable to the Notes and the Debentures.

7.   Events of Default.

               Section 6.01 of the Indenture is hereby amended and restated in
its entirety as follows:

Section 6.01.  Events of Default.
- ------------   ----------------- 

               (a) An "Event of Default" occurs with respect to the Notes in the
event of any one of the following:

               (1) failure of the Company to pay (whether or not prohibited by
applicable subordination provisions, if any), interest for 30 days on, or the
Principal when due of, any Notes;

                                       8

 
               (2) failure of the Company to comply with any of its other
agreements or covenants contained in the Notes or in this Indenture and
applicable to the Notes, and continuance of such Default for the period and
after the notice specified below;

               (3) failure to pay when due (after applicable grace periods as
provided in any applicable instrument governing such Indebtedness) the principal
of, or acceleration of, any Indebtedness for money borrowed by the Company
having an aggregate principal amount outstanding equal to at least $25,000,000,
if such Indebtedness is not discharged, or such acceleration is not annulled,
and the Default continues for the period and after the notice specified below;

               (4) entry of final judgments against the Company or any
subsidiary or subsidiaries of the Company which remain undischarged for a period
of 60 days, provided that the aggregate of all such judgments exceeds
$25,000,000 and the Default continues for the period and after the notice
specified below;

               (5) the Company, pursuant to or within the meaning of any
Bankruptcy Law:

                   (A)   commences a voluntary case,

                   (B)   consents to the entry of an order for relief against it
     in an involuntary case,

                   (C)   consents to the appointment of a Custodian of it or for
     all or substantially all of its property,

                   (D)   makes a general assignment for the benefit of its
     creditors, or

                   (E)   admits in writing its inability generally to pay
     its debts as the same become due;

               (6) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:

                   (A)   is for relief against the Company or any Material
     Subsidiary of the Company in an involuntary case,

                   (B)   appoints a Custodian of the Company for all or
     substantially all of the property of the Company or any Material Subsidiary
     of the Company, or

                   (C)   orders the liquidation of the Company, and the order or
     decree remains unstayed and in effect for 60 days; or

               (7) a revocation, suspension or involuntary loss of any Gaming
License by the Company or a subsidiary of the Company (after the same shall have
been obtained) which results in the cessation of operation of the business at a
Principal Property for a period of more than 90 consecutive days.

               The term "Bankruptcy Law" means any Federal or State bankruptcy,
insolvency, reorganization or other similar law.  The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

                                       9

 
               A Default under clause (2) (other than a Default under Section
4.05, 4.07 or 5.01, each of which Default shall be an Event of Default without
the notice or passage of time specified in this paragraph) is not an Event of
Default until the Trustee or the Holders of at least 25% in Principal Amount of
the Notes then outstanding notify the Company of the Default and the Company
does not cure the Default or cause the Default to be cured within 30 days after
receipt of the notice. The notice must specify the Default, demand that it be
remedied and state that the notice is a "Notice of Default."

               A Default under clause (3) is not an Event of Default until the
Trustee or the Holders of at least 25% in Principal Amount of the Notes then
outstanding notify the Company of the Default and the Company has not caused
such Default to be cured or waived or such acceleration to be rescinded or
annulled within 30 days after receipt of the notice. The notice must specify the
Default, demand that it be rescinded or annulled and state that the notice is a
"Notice of Default."

               A Default under clause (4) is not an Event of Default until the
Trustee or the Holders of at least 25% in Principal Amount of the Notes then
outstanding notify the Company of the Default and the Company does not cure the
Default or cause the Default to be cured within 60 days after receipt of the
notice. The notice must specify the Default, demand that it be remedied and
state that the notice is a "Notice of Default."

               In the case of any Event of Default pursuant to the provisions of
this Section 6.01 occurring with respect to the Notes by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium which the Company would have
had to pay if the Company then had elected optionally to redeem the Notes, an
equivalent premium (or, in the event that the Company would not be permitted to
redeem the Notes optionally on such date, the premium payable on the first date
thereafter on which such redemption would be permissible) shall also become and
be immediately due and payable with respect to the Notes to the extent permitted
by law, anything in this Indenture, in the Notes contained to the contrary
notwithstanding.

               (b) An "Event of Default" occurs with respect to the Debentures
in the event of any one of the following:

               (1) failure of the Company to pay (whether or not prohibited by
applicable subordination provisions, if any), interest for 30 days on, or the
Principal when due of, any Debentures;

               (2) failure of the Company to comply with any of its other
agreements or covenants contained in the Debentures or in this Indenture and
applicable to the Debentures, and continuance of such Default for the period and
after the notice specified below;

               (3) failure to pay when due (after applicable grace periods as
provided in any applicable instrument governing such Indebtedness) the principal
of, or acceleration of, any Indebtedness for money borrowed by the Company
having an aggregate principal amount outstanding equal to at least $25,000,000,
if such Indebtedness is not discharged, or such acceleration is not annulled,
and the Default continues for the period and after the notice specified below;

               (4) entry of final judgments against the Company or any
subsidiary or subsidiaries of the Company which remain undischarged for a period
of 60 days, provided that the 

                                       10

 
aggregate of all such judgments exceeds $25,000,000 and the Default continues
for the period and after the notice specified below;

               (5) the Company, pursuant to or within the meaning of any
Bankruptcy Law:

                   (A) commences a voluntary case,

                   (B) consents to the entry of an order for relief against it
     in an involuntary case,

                   (C) consents to the appointment of a Custodian of it or for
     all or substantially all of its property,

                   (D) makes a general assignment for the benefit of its
     creditors, or

                   (E) admits in writing its inability generally to pay its
     debts as the same become due;

               (6) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:

                   (A) is for relief against the Company or any Material
     Subsidiary of the Company in an involuntary case,

                   (B) appoints a Custodian of the Company for all or
     substantially all of the property of the Company or any Material Subsidiary
     of the Company, or

                   (C) orders the liquidation of the Company, and the order or
     decree remains unstayed and in effect for 60 days; or

               (7) a revocation, suspension or involuntary loss of any Gaming
License by the Company or a subsidiary of the Company (after the same shall have
been obtained) which results in the cessation of operation of the business at a
Principal Property for a period of more than 90 consecutive days.

               The term "Bankruptcy Law" means any Federal or State bankruptcy,
insolvency, reorganization or other similar law.  The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

               A Default under clause (2) (other than a Default under Section
4.05, 4.07 or 5.01, each of which Default shall be an Event of Default without
the notice or passage of time specified in this paragraph) is not an Event of
Default until the Trustee or the Holders of at least 25% in Principal Amount of
the Debentures then outstanding notify the Company of the Default and the
Company does not cure the Default or cause the Default to be cured within 30
days after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a "Notice of Default."

               A Default under clause (3) is not an Event of Default until the
Trustee or the Holders of at least 25% in Principal Amount of the Debentures
then outstanding notify the Company of the Default and the Company has not
caused such Default to be cured or waived or such acceleration 

                                       11

 
to be rescinded or annulled within 30 days after receipt of the notice. The
notice must specify the Default, demand that it be rescinded or annulled and
state that the notice is a "Notice of Default."

               A Default under clause (4) is not an Event of Default until the
Trustee or the Holders of at least 25% in Principal Amount of the Debentures
then outstanding notify the Company of the Default and the Company does not cure
the Default or cause the Default to be cured within 60 days after receipt
of the notice.  The notice must specify the Default, demand that it be remedied
and state that the notice is a "Notice of Default."

               In the case of any Event of Default pursuant to the provisions of
this Section 6.01 occurring with respect to the Debentures by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium which the Company would
have had to pay if the Company then had elected optionally to redeem the
Debentures, an equivalent premium (or, in the event that the Company would not
be permitted to redeem the Debentures optionally on such date, the premium
payable on the first date thereafter on which such redemption would be
permissible) shall also become and be immediately due and payable with respect
to the Debentures to the extent permitted by law, anything in this Indenture, in
the Debentures contained to the contrary notwithstanding.

                          [Signature page to follow]

                                       12

 
          IN WITNESS WHEREOF, the Company and the Trustee have executed this
Supplemental Indenture and have caused their names to be signed hereto by their
respective officers thereunto duly authorized, all as of the day and year first
above written.


Dated:  As of August 1, 1997    MIRAGE RESORTS, INCORPORATED



Attest:                                By:                                    
                                           ------------------------------     
                                           Stephen A. Wynn                    
                                           Chairman of the Board, President and
- ---------------------------                Chief Executive Officer            
Bruce A. Levin                                                                
Secretary                                                                     
                                       By:                                    
                                           -------------------------------    
                                           Daniel R. Lee                      
                                           Senior Vice President - Finance    
                                           and Development, Chief Financial   
                                           Officer and Treasurer               

                                    (SEAL)



Dated:  As of August 1, 1997           FIRST SECURITY BANK,
                                       NATIONAL ASSOCIATION    



                                       By:                               
                                          --------------------------------
                                          Francine Schartz               
                                          Vice President                  

                                    (SEAL)

 
                                   EXHIBIT A


                                                        CUSIP No. 60462EAD6

          This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.

          Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Mirage
Resorts, Incorporated, or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

                          MIRAGE RESORTS, INCORPORATED

                         6.75% Note Due August 1, 2007

No. A-1                                                        $________________

          MIRAGE RESORTS, INCORPORATED, a corporation duly organized and
existing under the laws of the State of Nevada (herein called the "Company,"
which term includes any successor to the Company under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the Principal sum of ______________ Dollars
($______________) on August 1, 2007 and to pay interest thereon from August 5,
1997 or from the most recent interest payment date to which interest has been
paid or duly provided for, semiannually in arrears on February 1 and August 1 in
each year, commencing February 1, 1998, at the rate of 6.75% per annum, until
the Principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any interest payment date
will, as provided in such Indenture, be paid to the person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest, which shall be January 15
or July 15 (whether or not a Business Day), as the case may be, next preceding
such interest payment date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such regular
record date and may either be paid to the person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
special record date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be mailed to Holders of the Securities not
less than 10 days prior to such special record date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture. Interest on the Securities shall be computed on the basis of a 360-
day year of twelve 30-day months.

 
          Payment of the Principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the person entitled thereto as such address shall
appear in the register for the Securities.

          Reference is hereby made to the further provisions of this Security
set forth on pages A-4 to A-9 following the signature page hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the pages following the signature page hereof by
manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

                           [Signature Page to Follow]

 
        In Witness Whereof, the Company has caused this instrument to be duly
executed.

                                        MIRAGE RESORTS, INCORPORATED


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


                                        By
                                           -----------------------------------
                                           Daniel R. Lee
                                           Senior Vice President -
                                           Finance and Development,
                                           Chief Financial Officer and Treasurer



Attest:

- --------------------------
Bruce A. Levin
Secretary


                         CERTIFICATE OF AUTHENTICATION

        This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.


Dated:                                         FIRST SECURITY BANK,
                                               NATIONAL ASSOCIATION
                                                                      As Trustee


                                               By
                                                   ------------------------

                                                   ------------------------
                                                   Authorized Signatory

 
          This Security is one of a duly authorized series of securities of the
Company (herein called the "Securities"), issued under an Indenture, dated as of
August 1, 1997, as amended by a Supplemental Indenture, dated as of August 1,
1997 (as so amended, the "Indenture"), each between the Company and First
Security Bank, National Association, as Trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.  The Securities are
subject to, and qualified by, all of the terms of the Indenture.  This Security
is one of the series designated on the face hereof, limited in aggregate
Principal Amount to $200,000,000.  The Securities are general obligations of the
Company.

          The Securities are subject to redemption upon not less than 30 days'
nor more than 60 days' notice by first class mail, in whole or in part, at the
option of the Company at any time at a redemption price equal to the greater of
(i) 100% of the Principal Amount of the Securities so redeemed or (ii) as
determined by a Quotation Agent, the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus, in each case, accrued
interest thereon to the redemption date.

          "Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, plus __%.

          "Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the Security to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Security.

          "Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Company obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such Quotations.

          "Quotation Agent" means one of the Reference Treasury Dealers
appointed by the Company and certified to the Trustee by the Company.

          "Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation, Goldman, Sachs & Co., BancAmerica Securities, Inc. and their
respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer and certify same to the Trustee; and any other Primary
Treasury Dealer selected by the Company and certified to the Trustee by the
Company.

 
          "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company and certified to the Trustee by the Company, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Company by such
Treasury Reference Dealer at 5:00 p.m. on the third Business Day preceding such
redemption date.

          In the event of redemption of this Security in part only, a new
Security or Securities of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

          Notwithstanding any other provision of Article 3 of the Indenture, if
any Gaming Authority requires that a Holder or beneficial owner of Securities of
a Holder must be licensed, qualified or found suitable under any Gaming Law,
such Holder or such beneficial owner shall apply for a license, qualification or
a finding of suitability, as the case may be, within the required time period.
If such person fails to apply or become licensed or qualified or is not found
suitable (in each case, a "failure of compliance"), the Company shall have the
right, at its option, (i) to require such Holder or owner to dispose of such
Holder's or owner's Securities within 30 days of receipt of notice of the
Company's election or such earlier date as may be requested or prescribed by
such Gaming Authority, or (ii) to redeem within such 30-day or earlier period
requested or prescribed by such Gaming Authority the Securities of such Holder
or owner at a redemption price equal to the lesser of (A) 100% of the Principal
Amount thereof or (B) the price at which such Holder or owner acquired the
Securities, together, in either case, with accrued interest to the earlier of
the redemption date or the date of the failure of compliance, which may be less
than 30 days following the notice of redemption if so requested or prescribed by
such Gaming Authority.  The Company shall notify the Trustee in writing of any
such redemption as soon as practicable.  The Company shall not be responsible
for any costs or expenses any such Holder or owner may incur in connection with
its application for a license, qualification or finding of suitability.

          If there is a Change in Control (the time of a Change in Control being
referred to as the "Change in Control Date"), then the Company shall (a)
commence, within five Business Days following the Change in Control Date, an
offer to repurchase (the "Repurchase Offer") all of the outstanding Securities
at a repurchase price (the "Repurchase Price") in cash equal to 101% of the
Principal Amount of the Securities plus accrued interest, if any, to the
Repurchase Date (as defined below) and (b) deposit with the Paying Agent an
amount equal to the aggregate Repurchase Price for all Securities then
outstanding so as to be available for payment to the Holders of Securities who
elect to require the Company to repurchase all or a portion of their Securities.

          If the Repurchase Date is on or after an interest payment record date
and on or before the related interest payment date, any accrued interest will be
paid to the person in whose name a Security is registered at the close of
business on such record date, and no additional interest will be payable to
Holders who tender Securities pursuant to the Repurchase Offer.

          Notice of any Repurchase Offer shall be mailed by the Company to the
Trustee and the Holders of the Securities at their last registered addresses.
The Repurchase Offer shall remain open from the time of mailing until 10
Business Days thereafter, and no longer, unless a longer period is required by
law or stock exchange rule or unless a majority of the Continuing Directors of
the Company votes in favor of extending such period (the date on which the
Repurchase Offer closes being the "Repurchase Date").  The notice shall contain
all instructions and materials necessary to enable such Holders to tender
Securities pursuant to the Repurchase Offer.  The notice, which shall govern the
terms of the Repurchase Offer, shall state:

 
          (1) that the Repurchase Offer is being made pursuant to Section 4.07
of the Indenture and that Securities will be accepted for payment either (A) in
whole or (B) in part in integral multiples of $1,000;

          (2) the Repurchase Price and the Repurchase Date;

          (3) that any Security not tendered will continue to accrue interest;

          (4) that any Security accepted for payment pursuant to the Repurchase
Offer shall cease to accrue interest from and after the Repurchase Date;

          (5) that Holders electing to have a Security purchased pursuant to the
Repurchase Offer will be required to surrender the Security, with the form
entitled "Option to Elect Purchase" on the Security completed, to the Paying
Agent at the address specified in the notice prior to the close of business on
the Repurchase Date;

          (6) that Holders will be entitled to withdraw their election if the
Paying Agent receives, not later than three Business Days before the Repurchase
Date, a telegram, telex, facsimile transmission or letter setting forth the name
of the Holder, the Principal Amount of Securities the Holder delivered for
purchase and a statement that the Holder is withdrawing his election to have
such Securities purchased; and

          (7) that Holders whose Securities are purchased only in part will be
issued new Securities equal in Principal Amount to the unpurchased portion of
the Securities surrendered.

          On the Repurchase Date, the Company shall, to the extent lawful, (i)
accept for payment Securities or portions thereof tendered pursuant to the
Repurchase Offer; and (ii) deliver to the Trustee the Securities so tendered,
together with an Officers' Certificate identifying the Securities or portions
thereof so accepted for payment by the Company.  The Paying Agent shall promptly
mail or deliver to Holders of the Securities so accepted payment in an amount
equal to the Repurchase Price.  The Trustee shall promptly authenticate and mail
or deliver to each Holder who tendered a Security a new Security or Securities
equal in Principal Amount to any untendered portion of the Security surrendered.
The Paying Agent shall invest funds deposited with it pursuant to Section 4.07
of the Indenture for the benefit of, and at the written direction of, the
Company to the Repurchase Date.

          "Board of Directors" or "Board" means the Board of Directors or any
authorized committee of the Board of Directors of the Company, or a Consolidated
Subsidiary thereof, as the context may indicate.

          "Capital Stock" of any person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock and
any and all forms of partnership interests or other equity interests in a
person, including but not limited to any type of preference stock which for
other purposes may not be treated as equity.

          "Change in Control" means (i) the time the Company first determines
that any person or group, within the meaning of Section 14(d)(2) of the Exchange
Act (other than any person who was at the date of the Indenture an officer or
director of the Company or a group consisting of persons who were at the date of
the Indenture officers or directors of the Company) have acquired direct or
indirect beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of 35% or more of the outstanding voting Capital Stock of the
Company, unless a majority of the Continuing Directors approves

 
the acquisition not later than 10 business days after the Company makes the
determination, or (ii) the first day on which a majority of the members of the
Board of Directors of the Company are not Continuing Directors.

          "Consolidated Subsidiary" of any specific person means any subsidiary,
all of whose voting Capital Stock (other than the minimum required number of
directors' qualifying shares) are owned by such person and/or by another
Consolidated Subsidiary of such person, and the accounts of which are, or under
generally accepted accounting principles are required to be, consolidated with
the accounts of such person.

          "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of that
Board of Directors on the date of the Indenture, (ii) had been a member of that
Board of Directors for the two years immediately preceding such date of
determination or (iii) was nominated for election or elected to that Board of
Directors with the affirmative vote of the greater of (x) a majority of
Continuing Directors who were members of that Board at the time of such
nomination or election or (y) at least three Continuing Directors.

          The Indenture contains provisions for defeasance of the entire
Indebtedness of this Security or certain restrictive covenants with respect to
this Security, in each case upon compliance with certain conditions set forth in
the Indenture.

          If an Event of Default with respect to the Securities shall occur and
be continuing, the Principal of the Securities may be declared due and payable
in the manner and with the effect provided in the Indenture.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in Principal Amount of the Securities at the time outstanding.  The
Indenture also contains provisions permitting the Holders of specified
percentages in Principal Amount of the Securities at the time outstanding, on
behalf of the Holders of all such Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.  The right of any Holder (or such
Holder's duly designated proxy) to participate in any consent required or sought
pursuant to any provision of the Indenture (and the obligation of the Company to
obtain any such consent otherwise required from such Holder) may be subject to
the requirement that such Holder shall have been the Holder of record of
Securities as of a date set by the Company and identified by the Trustee in a
notice furnished to Holders in accordance with the terms of the Indenture.

          As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities, the Holders of not less than 25% in Principal Amount of the
Securities at the time outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in Principal Amount of the Securities at
the time outstanding a direction inconsistent with

 
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of Principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the Principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the register
for the Securities, upon surrender of this Security for transfer at the office
or agency of the Company in any place where the Principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of like tenor,
of authorized denominations and for the same aggregate Principal Amount, will be
issued to the designated transferee or transferees.

          The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Securities
are exchangeable for a like aggregate Principal Amount of Securities of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

          No service charge shall be made for any such transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

          Prior to due presentment of this Security for transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

          No past, present or future director, officer, employee, stockholder or
incorporator, as such, of the Company or any successor corporation shall have
any liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.  Each Securityholder by accepting a Security
waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Securities.

          All terms used in this Security without definition which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.

          THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA.

 
                            Option to Elect Purchase

          The undersigned registered Holder of this Security hereby irrevocably
exercises the option to require the Company to repurchase this Security or
portion thereof (which is $1,000 or an integral multiple thereof) below
designated on the Repurchase Date and in accordance with the terms set forth in
the notice of Repurchase Offer distributed by the Company in accordance with the
terms of this Security, and directs that payment be made to the registered
Holder hereof unless a different name has been indicated below.  Any amount
required to be paid by the undersigned on account of interest accompanies this
Security.

Dated: 
        -------------------


Signature(s) must be                    Holder's Signature:
guaranteed if payment is to be
made other than to and in the name
of the registered Holder                ---------------------------------


Signature Guarante                      Portion of Security to be repurchased
                                        (in integral multiples of $1,000) if
- ---------------------------------       other than the full Principal Amount
                                        thereof:
Fill in for payment of Repurchase
Price if to be made otherwise than      ----------------------------------
to the registered Holder


- ---------------------------------   
Name

- ---------------------------------       
Address

- ---------------------------------

Please print name and address
(including zip code)

SOCIAL SECURITY OR TAXPAYER
IDENTIFICATION NUMBER

- ---------------------------------

 
                                   EXHIBIT B



                                                             CUSIP No. 60462EAE4

          This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.

          Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Mirage
Resorts, Incorporated, or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

                          MIRAGE RESORTS, INCORPORATED

                       7.25% Debenture Due August 1, 2017

No. B-1                                                         $100,000,000

          MIRAGE RESORTS, INCORPORATED, a corporation duly organized and
existing under the laws of the State of Nevada (herein called the "Company,"
which term includes any successor to the Company under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the Principal sum of One Hundred Million Dollars
($100,000,000) on August 1, 2017 and to pay interest thereon from August 5, 1997
or from the most recent interest payment date to which interest has been paid or
duly provided for, semiannually in arrears on February 1 and August 1 in each
year, commencing February 1, 1998, at the rate of 7.25% per annum, until the
Principal hereof is paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any interest payment date will, as
provided in such Indenture, be paid to the person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the regular record date for such interest, which shall be January 15 or July
15 (whether or not a Business Day), as the case may be, next preceding such
interest payment date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such regular record date
and may either be paid to the person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a special
record date for the payment of such defaulted interest to be fixed by the
Trustee, notice whereof shall be mailed to Holders of the Securities not less
than 10 days prior to such special record date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture. Interest on the Securities shall be computed on the basis of a 360-
day year of twelve 30-day months.

 
          Payment of the Principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the person entitled thereto as such address shall
appear in the register for the Securities.

          Reference is hereby made to the further provisions of this Security
set forth on pages B-4 to B-9 following the signature page hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the pages following the signature page hereof by
manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

                           [Signature Page to Follow]

 
          In Witness Whereof, the Company has caused this instrument to be duly
executed.

                                       MIRAGE RESORTS, INCORPORATED


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



                                       By
                                         ---------------------------------------
                                         Daniel R. Lee
                                         Senior Vice President -
                                         Finance and Development,
                                         Chief Financial Officer and Treasurer



Attest:


- --------------------------------
Bruce A. Levin
Secretary


                         CERTIFICATE OF AUTHENTICATION

          This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

Dated:                                 FIRST SECURITY BANK,
                                       NATIONAL ASSOCIATION
                                                          As Trustee


                                       By
                                         ---------------------------------------
                                         Authorized Signatory

 
          This Security is one of a duly authorized series of securities of the
Company (herein called the "Securities"), issued under an Indenture, dated as of
August 1, 1997, as amended by a Supplemental Indenture, dated as of August 1,
1997 (as so amended, the "Indenture"), each between the Company and First
Security Bank, National Association, as Trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.  The Securities are
subject to, and qualified by, all of the terms of the Indenture.  This Security
is one of the series designated on the face hereof, limited in aggregate
Principal Amount to $100,000,000.  The Securities are general obligations of the
Company.

          The Securities are subject to redemption upon not less than 30 days'
nor more than 60 days' notice by first class mail, in whole or in part, at the
option of the Company at any time at a redemption price equal to the greater of
(i) 100% of the Principal Amount of the Securities so redeemed or (ii) as
determined by a Quotation Agent, the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus, in each case, accrued
interest thereon to the redemption date.

          "Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, plus __%.

          "Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the Security to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Security.

          "Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Company obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such Quotations.

          "Quotation Agent" means one of the Reference Treasury Dealers
appointed by the Company and certified to the Trustee by the Company.

          "Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation, Goldman, Sachs & Co., BancAmerica Securities, Inc. and their
respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer and certify same to the Trustee; and any other Primary
Treasury Dealer selected by the Company and certified to the Trustee by the
Company.

 
          "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company and certified to the Trustee by the Company, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Company by such
Treasury Reference Dealer at 5:00 p.m. on the third Business Day preceding such
redemption date.

          In the event of redemption of this Security in part only, a new
Security or Securities of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

          Notwithstanding any other provision of Article 3 of the Indenture, if
any Gaming Authority requires that a Holder or beneficial owner of Securities of
a Holder must be licensed, qualified or found suitable under any Gaming Law,
such Holder or such beneficial owner shall apply for a license, qualification or
a finding of suitability, as the case may be, within the required time period.
If such person fails to apply or become licensed or qualified or is not found
suitable (in each case, a "failure of compliance"), the Company shall have the
right, at its option, (i) to require such Holder or owner to dispose of such
Holder's or owner's Securities within 30 days of receipt of notice of the
Company's election or such earlier date as may be requested or prescribed by
such Gaming Authority, or (ii) to redeem within such 30-day or earlier period
requested or prescribed by such Gaming Authority the Securities of such Holder
or owner at a redemption price equal to the lesser of (A) 100% of the Principal
Amount thereof or (B) the price at which such Holder or owner acquired the
Securities, together, in either case, with accrued interest to the earlier of
the redemption date or the date of the failure of compliance, which may be less
than 30 days following the notice of redemption if so requested or prescribed by
such Gaming Authority.  The Company shall notify the Trustee in writing of any
such redemption as soon as practicable.  The Company shall not be responsible
for any costs or expenses any such Holder or owner may incur in connection with
its application for a license, qualification or finding of suitability.

          If there is a Change in Control (the time of a Change in Control being
referred to as the "Change in Control Date"), then the Company shall (a)
commence, within five Business Days following the Change in Control Date, an
offer to repurchase (the "Repurchase Offer") all of the outstanding Securities
at a repurchase price (the "Repurchase Price") in cash equal to 101% of the
Principal Amount of the Securities plus accrued interest, if any, to the
Repurchase Date (as defined below) and (b) deposit with the Paying Agent an
amount equal to the aggregate Repurchase Price for all Securities then
outstanding so as to be available for payment to the Holders of Securities who
elect to require the Company to repurchase all or a portion of their Securities.

          If the Repurchase Date is on or after an interest payment record date
and on or before the related interest payment date, any accrued interest will be
paid to the person in whose name a Security is registered at the close of
business on such record date, and no additional interest will be payable to
Holders who tender Securities pursuant to the Repurchase Offer.

          Notice of any Repurchase Offer shall be mailed by the Company to the
Trustee and the Holders of the Securities at their last registered addresses.
The Repurchase Offer shall remain open from the time of mailing until 10
Business Days thereafter, and no longer, unless a longer period is required by
law or stock exchange rule or unless a majority of the Continuing Directors of
the Company votes in favor of extending such period (the date on which the
Repurchase Offer closes being the "Repurchase Date").  The notice shall contain
all instructions and materials necessary to enable such Holders to tender
Securities pursuant to the Repurchase Offer.  The notice, which shall govern the
terms of the Repurchase Offer, shall state:

 
          (1) that the Repurchase Offer is being made pursuant to Section 4.07
of the Indenture and that Securities will be accepted for payment either (A) in
whole or (B) in part in integral multiples of $1,000;

          (2) the Repurchase Price and the Repurchase Date;

          (3) that any Security not tendered will continue to accrue interest;

          (4) that any Security accepted for payment pursuant to the Repurchase
Offer shall cease to accrue interest from and after the Repurchase Date;

          (5) that Holders electing to have a Security purchased pursuant to the
Repurchase Offer will be required to surrender the Security, with the form
entitled "Option to Elect Purchase" on the Security completed, to the Paying
Agent at the address specified in the notice prior to the close of business on
the Repurchase Date;

          (6) that Holders will be entitled to withdraw their election if the
Paying Agent receives, not later than three Business Days before the Repurchase
Date, a telegram, telex, facsimile transmission or letter setting forth the name
of the Holder, the Principal Amount of Securities the Holder delivered for
purchase and a statement that the Holder is withdrawing his election to have
such Securities purchased; and

          (7) that Holders whose Securities are purchased only in part will be
issued new Securities equal in Principal Amount to the unpurchased portion of
the Securities surrendered.

          On the Repurchase Date, the Company shall, to the extent lawful, (i)
accept for payment Securities or portions thereof tendered pursuant to the
Repurchase Offer; and (ii) deliver to the Trustee the Securities so tendered,
together with an Officers' Certificate identifying the Securities or portions
thereof so accepted for payment by the Company.  The Paying Agent shall promptly
mail or deliver to Holders of the Securities so accepted payment in an amount
equal to the Repurchase Price.  The Trustee shall promptly authenticate and mail
or deliver to each Holder who tendered a Security a new Security or Securities
equal in Principal Amount to any untendered portion of the Security surrendered.
The Paying Agent shall invest funds deposited with it pursuant to Section 4.07
of the Indenture for the benefit of, and at the written direction of, the
Company to the Repurchase Date.

          "Board of Directors" or "Board" means the Board of Directors or any
authorized committee of the Board of Directors of the Company, or a Consolidated
Subsidiary thereof, as the context may indicate.

          "Capital Stock" of any person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock and
any and all forms of partnership interests or other equity interests in a
person, including but not limited to any type of preference stock which for
other purposes may not be treated as equity.

          "Change in Control" means (i) the time the Company first determines
that any person or group, within the meaning of Section 14(d)(2) of the Exchange
Act (other than any person who was at the date of the Indenture an officer or
director of the Company or a group consisting of persons who were at the date of
the Indenture officers or directors of the Company) have acquired direct or
indirect beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of 35% or more of the outstanding voting Capital Stock of the
Company, unless a majority of the Continuing Directors approves

 
the acquisition not later than 10 business days after the Company makes the
determination, or (ii) the first day on which a majority of the members of the
Board of Directors of the Company are not Continuing Directors.

          "Consolidated Subsidiary" of any specific person means any subsidiary,
all of whose voting Capital Stock (other than the minimum required number of
directors' qualifying shares) are owned by such person and/or by another
Consolidated Subsidiary of such person, and the accounts of which are, or under
generally accepted accounting principles are required to be, consolidated with
the accounts of such person.

          "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of that
Board of Directors on the date of the Indenture, (ii) had been a member of that
Board of Directors for the two years immediately preceding such date of
determination or (iii) was nominated for election or elected to that Board of
Directors with the affirmative vote of the greater of (x) a majority of
Continuing Directors who were members of that Board at the time of such
nomination or election or (y) at least three Continuing Directors.

          The Indenture contains provisions for defeasance of the entire
Indebtedness of this Security or certain restrictive covenants with respect to
this Security, in each case upon compliance with certain conditions set forth in
the Indenture.

          If an Event of Default with respect to the Securities shall occur and
be continuing, the Principal of the Securities may be declared due and payable
in the manner and with the effect provided in the Indenture.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in Principal Amount of the Securities at the time outstanding.  The
Indenture also contains provisions permitting the Holders of specified
percentages in Principal Amount of the Securities at the time outstanding, on
behalf of the Holders of all such Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.  The right of any Holder (or such
Holder's duly designated proxy) to participate in any consent required or sought
pursuant to any provision of the Indenture (and the obligation of the Company to
obtain any such consent otherwise required from such Holder) may be subject to
the requirement that such Holder shall have been the Holder of record of
Securities as of a date set by the Company and identified by the Trustee in a
notice furnished to Holders in accordance with the terms of the Indenture.

          As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities, the Holders of not less than 25% in Principal Amount of the
Securities at the time outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in Principal Amount of the Securities at
the time outstanding a direction inconsistent with

 
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of Principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the Principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the register
for the Securities, upon surrender of this Security for transfer at the office
or agency of the Company in any place where the Principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of like tenor,
of authorized denominations and for the same aggregate Principal Amount, will be
issued to the designated transferee or transferees.

          The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Securities
are exchangeable for a like aggregate Principal Amount of Securities of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

          No service charge shall be made for any such transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

          Prior to due presentment of this Security for transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

          No past, present or future director, officer, employee, stockholder or
incorporator, as such, of the Company or any successor corporation shall have
any liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.  Each Securityholder by accepting a Security
waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Securities.

          All terms used in this Security without definition which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.

          THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA.

 
                           Option to Elect Purchase

          The undersigned registered Holder of this Security hereby irrevocably
exercises the option to require the Company to repurchase this Security or
portion thereof (which is $1,000 or an integral multiple thereof) below
designated on the Repurchase Date and in accordance with the terms set forth in
the notice of Repurchase Offer distributed by the Company in accordance with the
terms of this Security, and directs that payment be made to the registered
Holder hereof unless a different name has been indicated below.  Any amount
required to be paid by the undersigned on account of interest accompanies this
Security.

Dated:  
        ----------------


Signature(s) must be                        Holder's Signature:
guaranteed if payment is to be
made other than to and in the name
of the registered Holder           
                                            --------------------------------

- ------------------------------------        Portion of Security to be 
Signature Guarantee                         repurchased (in integral multiples 
                                            of $1,000) if other than the full 
Fill in for payment of Repurchase           Principal Amount thereof:
Price if to be made otherwise than  
to the registered Holder                    --------------------------------
                                    


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Name

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Address

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Please print name and address
(including zip code)

SOCIAL SECURITY OR TAXPAYER
IDENTIFICATION NUMBER


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