SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

MGM MIRAGE

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

552953 10 1

(CUSIP Number)

Richard E. Sobelle, Esq.

Tracinda Corporation

150 Rodeo Drive, Suite 250

Beverly Hills, California 90212

(310) 271-0638

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 21, 2007

(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 that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).

	SCHEDULE 13D
CUSIP No. 552953 10 1		Page 2 of 5 Pages

(1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
	Tracinda Corporation .
(2)	Check the Appropriate Box if a Member of a Group
	(a)  ¨
	(b)  ¨
(3)	SEC Use Only
(4)	Source of Funds
	N/A
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
(6)	Citizenship or Place of Organization
	Nevada

Number of Shares Beneficially Owned by Each Reporting Person With	(7)  Sole Voting Power
	158,837,330 shares
	(8)  Shared Voting Power
	0 shares
	(9)  Sole Dispositive Power
	158,837,330 shares
	(10)  Shared Dispositive Power
	0 shares

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person
	158,837,330 shares
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
(13)	Percent of Class Represented by Amount in Row (11)
	56 %
(14)	Type of Reporting Person (See Instructions)
	CO

	SCHEDULE 13D
CUSIP No. 552953 10 1		Page 3 of 5 Pages

(1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
	Kirk Kerkorian
(2)	Check the Appropriate Box if a Member of a Group
	(a)  ¨
	(b)  ¨
(3)	SEC Use Only
(4)	Source of Funds
	N/A
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
(6)	Citizenship or Place of Organization
	USA

Number of Shares Beneficially Owned by Each Reporting Person With	(7)  Sole Voting Power
	158,837,330 shares
	(8)  Shared Voting Power
	0 shares
	(9)  Sole Dispositive Power
	158,837,330 shares
	(10)  Shared Dispositive Power
	0 shares

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person
	158,837,330 shares
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
(13)	Percent of Class Represented by Amount in Row (11)
	56%
(14)	Type of Reporting Person (See Instructions)
	IN

This Amendment No. 17 amends and supplements the Statement on Schedule 13D filed on August 20, 1991, as amended on June 8, 1992, October 16, 1992, February 22, 1994, March 11, 1994, November 20, 1995, January 24, 1997, September 25, 1997, August 3, 1998, August 21, 1998, September 1, 1998, June 11, 1999, November 16, 1999, April 18, 2000, February 9, 2001, May 21, 2001 and November 2, 2001 and as amended by that certain Schedule TO-T filed with the Securities and Exchange Commission by Tracinda Corporation, a Nevada corporation (“Tracinda”), and Mr. Kirk Kerkorian, the sole shareholder of Tracinda, on December 4, 2006, as amended (as so amended, the “Schedule 13D”), relating to the common stock, $.01 par value per share (the “Common Stock”), of MGM MIRAGE, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 17 shall have the meaning set forth in the Schedule 13D.

1. Item 4. “Purpose of Transaction” is hereby amended to add the following information:

“On May 21, 2007, Tracinda issued a press release, a copy of which is attached hereto as Exhibit 99 and incorporated herein by this reference.”

2. Item 7. “Material to Be Filed as Exhibits” is hereby amended to add the following exhibit:

Exhibit 99 Press release dated May 21, 2007.

3. Except as specifically provided herein, this amendment does not modify any of the information previously reported on the Schedule 13D.

4

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.

Dated: May 21, 2007	TRACINDA CORPORATION,
	a Nevada corporation
	By:	/s/ ANTHONY L. MANDEKIC
	Name:	Anthony L. Mandekic
	Title:	Secretary/Treasurer
Dated: May 21, 2007	KIRK KERKORIAN
	By:	/s/ANTHONY L. MANDEKIC
	Name:	Anthony L. Mandekic
	Title:	Attorney-in-fact*

* Power of Attorney previously filed as Exhibit A to the Schedule 13D.

5

EX-99

Exhibit 99

TRACINDA STATEMENT REGARDING MGM MIRAGE

Beverly Hills, CA, May 21, 2007 – Tracinda Corporation announced today that it intends to enter into negotiations with MGM MIRAGE (NYSE: MGM) to purchase the Bellagio Hotel and Casino and City Center properties. Tracinda also wishes to pursue strategic alternatives with respect to its investment in MGM MIRAGE which may include financial restructuring transactions involving all or a substantial portion of the remainder of the Company. Tracinda has made no decision with respect to any such restructuring transactions and reserves the right not to engage in or approve any transaction.

# # #

Contacts:

Adam Miller / Winnie Lerner / Tom Johnson

Abernathy MacGregor Group

212-371-5999