SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

POPEIL RONALD

(Last)

(First)

(Middle)

3600 LAS VEGAS BLVD. SOUTH

(Street)

LAS VEGAS

89109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MGM MIRAGE [ MGM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock $.01 Par Value ND	02/29/2008	02/29/2008	P		1,000	A	$62.15	64,150	D
Common Stock $.01 Par Value ND								925⁽¹⁾	I	Custodian for Asher Gantman
Common Stock $.01 Par Value ND								650⁽²⁾	I	Custodian for Contessa Popeil
Common Stock $.01 Par Value ND								825⁽³⁾	I	Custodian for Valentina Popeil
Common Stock $.01 Par Value ND								1,050⁽⁴⁾	I	Custodian for Nicole Stairs
Common Stock $.01 Par Value ND								1,050⁽⁵⁾	I	Custodian for Rachel Gantman
Common Stock $.01 Par Value ND								1,050⁽⁶⁾	I	Custodian for Isabella Gantman

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$14.25							05/13/2004	05/13/2013	Common Stock $.01 Par Value ND	10,000		10,000⁽⁷⁾	D
Stock Options (Right to buy)	$17.075							08/01/2001	08/01/2010	Common Stock $.01 Par Value ND	18,000		18,000⁽⁸⁾	D
Stock Options (Right to buy)	$17.075							05/01/2002	05/01/2011	Common Stock $.01 Par Value ND	9,000		9,000⁽⁸⁾	D
Stock Options (Right to buy)	$20.11							05/07/2003	05/07/2012	Common Stock $.01 Par Value ND	10,000		10,000⁽⁷⁾	D
Stock Options (Right to buy)	$21.445							05/11/2005	05/11/2014	Common Stock $.01 Par Value ND	10,000		10,000⁽⁷⁾	D
Stock Options (Right to buy)	$34.05							05/03/2006	05/03/2012	Common Stock $.01 Par Value ND	15,000		15,000	D
Stock Appreciation Rights	$45.64							05/09/2007	05/09/2013	Common Stock $.01 Par Value ND	20,000		20,000⁽⁹⁾	D
Stock Appreciation Rights	$79.98							05/22/2008	05/22/2014	Common Stock $.01 Par Value ND	20,000		20,000⁽¹⁰⁾	D

Explanation of Responses:

1. Shares acquired by reporting person as custodian for Asher Gantman under the California Uniform Transfer to Minors Act. The reporting peson disclaims beneficial ownership of these shares.

2. Shares acquired by reporting person as custodian for Contessa Popeil under the California Uniform Transfer to Minors Act. The reporting peson disclaims beneficial ownership of these shares.

3. Shares acquired by reporting person as custodian for Valentina Popeil under the California Uniform Transfer to Minors Act. The reporting peson disclaims beneficial ownership of these shares.

4. Shares acquired by reporting person as custodian for Nicole Stairs under the California Uniform Transfer to Minors Act. The reporting peson disclaims beneficial ownership of these shares.

5. Shares acquired by reporting person as custodian for Rachel Gantman under the California Uniform Transfer to Minors Act. The reporting peson disclaims beneficial ownership of these shares.

6. Shares acquired by reporting person as custodian for Isabella Gantman under the California Uniform Transfer to Minors Act. The reporting peson disclaims beneficial ownership of these shares.

7. Options granted under MGM MIRAGE 1997 Nonqualified Stock Option Plan. Vesting plan calls for options to become exercisable in equal 25% yearly amounts commencing on the first anniversary of the grant date.

8. Represents options regranted to the reporting person pursuant to the Company's 2001 Stock Option Exchange Program.

9. Stock Appreciation Rights (SARs) granted under MGM MIRAGE 2005 Omnibus Incentive Plan. Vesting plan calls for SARs to become exercisable in equal 20% yearly amounts commencing on the first anniversary of the grant date.

10. SARs granted under MGM MIRAGE 2005 Omnibus Incentive Plan. Vesting plan calls for SARs to become exercisable in equal 20% yearly amounts commencing on the first anniversary of the grant date.

	Bryan L. Wright, Attorney-In-Fact	03/03/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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