UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
Mirage Resorts, Incorporated
(Name of Issuer)
Common Stock, Par Value $.004 Per Share
(Title of Class of Securities)
60462E 10 4
(CUSIP Number)
Peter C. Walsh (702) 792-4868
Mirage Resorts, Incorporated
3260 South Industrial Road, Las Vegas, Nevada 89109
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 17, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 5 Pages
<PAGE>
CUSIP No. 60462E 10 4 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen A. Wynn, ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
26,612,164
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
26,612,164
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
26,612,164
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%.
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
This Amendment No. 13 amends and supplements the Schedule 13D,
as most recently amended by Amendment No. 12 thereto dated
February 17, 1998 (the "Schedule 13D"), of Stephen A. Wynn
(the "Reporting Person") with respect to the Common Stock,
$.004 par value (the "Common Stock"), of Mirage Resorts,
Incorporated, a Nevada corporation (the "Issuer"). All
information in this Amendment No. 13 has been adjusted to
give retroactive effect to a two-for-one split of the Common
Stock which became effective on June 17, 1996.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a) and (c) of the Schedule 13D are
hereby amended as follows:
(a) On the date hereof, the Reporting Person
beneficially owns 26,612,164 shares of Common
Stock (including 12,950,000 shares which he has
the right to acquire upon the exercise of employee
stock options which are currently exercisable or
become exercisable within 60 days from the date
hereof), constituting an aggregate of
approximately 13.8% of the sum of the 179,540,607
shares of Common Stock outstanding at May 12, 1998
plus the 12,950,000 shares that the Reporting
Person has the right to acquire. Such 26,612,164
shares do not include 245,000 shares of Common
Stock beneficially owned by Elaine P. Wynn, the
Reporting Person's wife, as separate property, as
to which shares the Reporting Person disclaims
beneficial ownership.
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<PAGE>
(c) On August 16, 1995, the Board of
Directors of the Issuer granted the Reporting
Person a non-qualified stock option (the
"Option"), pursuant to the Issuer's 1993 Stock
Option and Stock Appreciation Rights Plan, to
purchase 2,000,000 shares of Common Stock at an
exercise price of $16.1875 per share. The Option
is exercisable in cumulative 20% annual
installments commencing on August 16, 1996 and
will expire on August 16, 2005. The shares of
Common Stock reported herein as being beneficially
owned by the Reporting Person include the 400,000
shares subject to the Option which become exercisable
on August 16, 1998.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
The information set forth in Paragraph 5(c) of
this Amendment No. 13 is incorporated herein by
reference. A copy of the agreement pursuant to
which the Option was granted is incorporated by
reference as an exhibit to this Amendment No. 13.
Item 7. Material to Be Filed as Exhibits.
1. 1993 Non-Qualified Stock Option Agreement
between the Issuer and the Reporting Person.
Incorporated by reference to Exhibit 1 to
Amendment No. 10 to the Schedule 13G, dated
June 19, 1996.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this Statement is true, complete and correct.
Date: June 19, 1998
STEPHEN A. WYNN
_________________________
STEPHEN A. WYNN
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