SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under Rule 13d-1 of the Securities Exchange Act of 1934

(Amendment No. 26)

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 South Rodeo Drive, Suite 250

Beverly Hills, CA 90212

(310) 271-0638

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

May 13, 2009

(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 §§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 §240.13d-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).

CUSIP No. 552953 10 1

1.	Names 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 (See Instructions) (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) BK
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 148,837,330 shares(1)
	8.    Shared Voting Power 0 shares
	9.    Sole Dispositive Power 148,837,330 shares(1)
	10.    Shared Dispositive Power 0 shares

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 148,837,330 shares(1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11) 53.8%(2)
14.	Type of Reporting Person (See Instructions) CO

(1) Does not include 14,285,714 shares which Tracinda will acquire in the Offering.

(2) Percentage calculated on the basis of shares of common stock issued and outstanding set forth in the Company’s Prospectus Supplement dated May 13, 2008.

CUSIP No. 552953 10 1

1.	Names 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 (See Instructions) (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 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 United States

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    Sole Voting Power 148,837,330 shares(1)
	8.    Shared Voting Power 0 shares
	9.    Sole Dispositive Power 148,837,330 shares(1)
	10.    Shared Dispositive Power 0 shares

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 148,837,330 shares(1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11) 53.8%(2)
14.	Type of Reporting Person (See Instructions) IN

(1) Does not include 14,285,714 shares which Tracinda will acquire in the Offering.

(2) Percentage calculated on the basis of shares of common stock issued and outstanding set forth in the Company’s Prospectus Supplement dated May 13, 2009.

This Amendment No. 26 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, November 2, 2001, May 21, 2007, June 20, 2007, August 7, 2007, August 22, 2007, March 5, 2008, July 8, 2008, September 3, 2008, October 16, 2008 and February 20, 2009 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. 26 shall have the meaning set forth in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended to add the following information:

On May 13, 2009, Tracinda agreed to purchase 14,285,714 shares of the Common Stock in an underwritten public offering by the Company of 143,000,000 shares of Common Stock for a per share price of $7.00 (the “Offering”). Tracinda intends to use the Credit Facility to fund this purchase.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to add the following information:

The information set forth in Item 3 is incorporated herein by this reference. In connection with the Offering, Tracinda has agreed that it will not sell or otherwise transfer any shares of Common Stock or interests therein, with limited exceptions, during the next 60 days. A copy of this agreement is filed herewith as Exhibit 15 and incorporated herein by this reference.

Item 5. Interests in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended to add the following information:

(a)-(b) The following table sets forth information with respect to the Company’s securities beneficially owned by each person or entity named in Item 2 of the Schedule 13D. Mr. Kerkorian has sole voting and investment power with respect to the shares held by the Filing Persons.

Name	Number of Shares(1)	Percent of Outstanding(2)
Tracinda Corporation	148,837,330	53.8	%
Kirk Kerkorian	148,837,330	53.8	%
Anthony L. Mandekic	2,000	*

(1) Does not include 14,285,714 shares which Tracinda will acquire in the Offering.

(2) Percentage calculated on the basis of shares of common stock issued and outstanding set forth in the Company’s Prospectus Supplement dated May 13, 2009.

* Less than 1%.

(c) The information contained in Item 3 hereof is incorporated herein by reference.

(d) & (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The disclosure set forth in Item 4 hereof is incorporated herein by this reference. Tracinda intends to pledge the

Item 7. Material to be Filed as Exhibits.

Exhibit No.	Description
15.	Letter Agreement dated May 13, 2009 from Tracinda Corporation to Merrill Lynch & Co. and Merrill Lynch, Pierce Fenner& Smith Incorporated, as representatives of the several underwriters in the Offering.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

May 15, 2009

TRACINDA CORPORATION

By: /s/ ANTHONY L. MANDEKIC

Anthony L. Mandekic

Secretary/Treasurer

KIRK KERKORIAN

By: /s/ ANTHONY L. MANDEKIC

Anthony L. Mandekic

Attorney-in-Fact *

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

EX-15

Exhibit 15

May 13, 2009

MERRILL LYNCH & CO.

Merrill Lynch, Pierce, Fenner & Smith

Incorporated,

as Representative of the several

Underwriters to be named in the

within-mentioned Purchase Agreement

c/o Merrill Lynch & Co.

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, New York 10036

Re: Proposed Public Offering by MGM Mirage

Dear Sirs:

The undersigned, a stockholder and/or an officer and/or director of MGM MIRAGE, a Delaware corporation (the “Company”), understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) propose(s) to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and/or an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during a period of 60 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of Merrill Lynch, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (collectively, “transfer”) any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Merrill Lynch, provided that (1) with respect to any transfers described under clauses (i), (iii), (v) or (vi), Merrill Lynch receives a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be and (2) any such transfer shall not involve a disposition for value:

(i) as a bona fide gift or gifts, including to a charitable organization; or

(ii) shares of Common Stock sold under any Rule 10b5-1 trading plan existing prior to the date hereof; or

(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

(iv) shares of Common Stock surrendered to the Company in payment of taxes due upon vesting or exercise of equity based awards; or

(v) as a distribution to limited partners or stockholders of the undersigned; or

(vi) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned.

Furthermore, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering.

In addition, the undersigned may transfer any Lock-Up Securities resulting from Tracinda Corporation’s transfer of any Lock-Up Securities as required by any agreement (as may be amended) set forth in Schedule A.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.

Very truly yours,
Signature:	/s/ Anthony Mandekic
Print Name:	Tracinda Corporation
	By:	Anthony Mandekic
		Secretary and Treasurer of Tracinda Corporation

SCHEDULE A

Revolving Credit Facility Letter Agreement, dated April 15, 2008.

Custody Agreement, dated April 15, 2008.

First Amendment to Revolving Credit Facility Letter Agreement, dated May 21, 2008.

Second Amendment to Revolving Credit Facility Letter Agreement, dated June 16, 2008.

Amended and Restated Pledge Agreement, dated June 25, 2008.