UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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)
February 13, 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
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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 BOX 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
27,212,164
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
27,212,164
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
27,212,164
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 12 amends and supplements the Schedule
13D, as most recently amended by Amendment No. 11 thereto
dated June 19, 1997 (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").
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable. See Item 5 hereof.
Item 4. Purpose of Transaction.
Not Applicable. This Amendment No. 12 is being
filed solely to report the disposition of certain
shares of Common Stock owned by the Reporting
Person as described in Item 5(c) hereof.
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 27,212,164 shares of Common
Stock (including 12,550,000 shares which he has
the right to acquire upon the exercise of
currently exercisable employee stock options),
constituting an aggregate of approximately 14.2%
of the sum of the 179,434,492 shares of Common
Stock outstanding at January 31, 1998 plus the
12,550,000 shares that the Reporting Person has
the right to acquire. Such 27,212,164 shares do
3
<PAGE>
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.
(c) The Reporting Person effected the
following transactions in the Common Stock during
the past 60 days:
(1) On February 2, 1998, the Reporting Person
sold 1,000,000 shares of Common Stock at a
price of $24.00 per share. The sale was
effected on the New York Stock Exchange
("NYSE") through NationsBanc Montgomery
Securities, acting as agent.
(2) On February 13, 1998, the Reporting Person
sold 2,000,000 shares of Common Stock at a
price of $24.75 per share. The sale was
effected on the NYSE through NationsBanc
Montgomery Securities, acting as agent.
4
<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: February 17, 1998
STEPHEN A. WYNN
_________________________
Stephen A. Wynn
5
