One winning ticket matching all six numbers -- 8, 14, 17, 20 and 39, with the Mega Ball 7 -- was sold at Jennifer's Gift Shop on Tully Road in the Silicon Valley city of San Jose, the California State Lottery said.
The other ticket was sold at the Gateway Newstand in Lenox Mall in Atlanta's Buckhead district, Georgia Lottery Corp. officials told CNN and WXIA-TV, Atlanta.
Tuesday's drawing was $20 million shy of the $656 million Mega Millions jackpot sold in March 30, 2012, as the biggest prize in U.S. lottery history.
That prize, whose cash option was $474 million, was shared by the owners of three winning tickets -- one each in Illinois, Kansas and Maryland.
The cash option of the latest prize was an estimated $341.2 million before taxes.
There were 259 million possible number combinations that could land a jackpot.
The game is played in 43 states, Washington, D.C., and the U.S. Virgin Islands.