SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 13)

METRO-GOLDWYN-MAYER INC.

(Name of Issuer)

common stock, $.01 par value per share

(Title of Class of Securities)

591610100

(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)

July 2, 2002

(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(e), 13d-1(f) or 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(b) for other parties to whom copies are to be sent.

(Continued on following pages)

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CUSIP NO. 591610100    13D PAGE 2 OF 7

(1	)	NAME OF REPORTING PERSON 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 BK
(5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
(6	)	CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA

	(7)	SOLE VOTING POWER 194,307,644
NUMBER OF SHARES BENEFICIALLY OWNED BY	(8)	SHARED VOTING POWER 19,758,648
EACH REPORTING PERSON WITH	(9)	SOLE DISPOSITIVE POWER 194,307,644
	(10)	SHARED DISPOSITIVE POWER 19,758,648

(11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 194,307,644
(12	)	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
(13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 77.2%
(14	)	TYPE OF REPORTING PERSON CO

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CUSIP NO. 591610100    13D PAGE 3 OF 7

(1	)	NAME OF REPORTING PERSON 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 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.

	(7)	SOLE VOTING POWER 194,307,644
NUMBER OF SHARES BENEFICIALLY OWNED BY	(8)	SHARED VOTING POWER 0
EACH REPORTING PERSON WITH	(9)	SOLE DISPOSITIVE POWER 194,307,644
	(10)	SHARED DISPOSITIVE POWER 0

(11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 194,307,644
(12	)	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
(13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 77.2%
(14	)	TYPE OF REPORTING PERSON IN

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CUSIP NO. 591610100    13D PAGE 4 OF 7

(1	)	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 250 RODEO, INC.
(2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)  [_] (B)  [_]
(3	)	SEC USE ONLY
(4	)	SOURCE OF FUNDS BK
(5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
(6	)	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

	(7)	SOLE VOTING POWER 19,758,648
NUMBER OF SHARES BENEFICIALLY OWNED BY	(8)	SHARED VOTING POWER 0
EACH REPORTING PERSON WITH	(9)	SOLE DISPOSITIVE POWER 19,758,648
	(10)	SHARED DISPOSITIVE POWER 0

(11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,758,648
(12	)	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
(13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
(14	)	TYPE OF REPORTING PERSON CO

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This Amendment No. 13 amends and supplements the Statement on Schedule 13D filed on November 18, 1997, as amended on November 26, 1997, on July 27, 1998, on August 19, 1998, on September 2, 1998, on October 26, 1998, on November 20, 1998, on February 4, 1999, on May 4, 1999, on October 18, 1999, on November 19, 1999, on February 6, 2001 and on May 2, 2001 (as so amended, the “Schedule 13D”), relating to the common stock, $.01 par value per share (the “Common Stock”), of Metro-Goldwyn-Mayer Inc., a Delaware corporation (the “Company”), previously filed by Tracinda Corporation, a Nevada corporation (“Tracinda”), 250 Rodeo, Inc., a Delaware corporation (“250 Rodeo” and, collectively with Tracinda, the “Tracinda Entities”), and Mr. Kirk Kerkorian. Capitalized terms used herein and not otherwise defined in this Amendment No. 13 shall have the meanings set forth in the Schedule 13D.

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

The Tracinda Entities intend to purchase up to 10 million shares of Common Stock from time to time, in the open market, through block trades or otherwise. Funds for the purchase of such shares will be obtained pursuant to the Credit Agreement. Depending on market conditions and other factors, these purchases may be commenced or suspended at any time or from time to time without prior notice. Tracinda issued a press release with respect to the foregoing on July 2, 2002, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

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

The additional information provided in response to Item 3 and Item 5 in this Amendment No. 13 is incorporated herein by reference.

The 10 million shares of Common Stock to which this Amendment No. 13 applies will be acquired for investment purposes.

3.    Item 5 of the Schedule 13D is hereby amended to add to each of the indicated subsections the following information:

(a)  Tracinda and Mr. Kerkorian are the beneficial owners of 194,307,644 shares of Common Stock (including the shares held by 250 Rodeo), or approximately 77.2 percent of the Common Stock.

(b)  Mr. Kerkorian has sole voting and investment power with respect to 194,307,644 shares of Common Stock.

4.    Except as specifically provided herein, this Amendment No. 13 does not modify any of the information previously reported on the Schedule 13D.

5.    Item 7 of the Schedule 13D is hereby amended to add the following information:

            Exhibit 99.1 Press Release issued by Tracinda on July 2, 2002.

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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: July 2, 2002

TRACINDA CORPORATION, a Nevada corporation
By:	/s/    ANTHONY L. MANDEKIC
	Name: Anthony L. Mandekic Title: Secretary/Treasurer

KIRK KERKORIAN
By:	/s/    ANTHONY L. MANDEKIC
	Name: Anthony L. Mandekic Title: Attorney-in-Fact*

250 RODEO, INC., a Delaware corporation
By:	/s/    ANTHONY L. MANDEKIC
	Name: Anthony L. Mandekic Title: Secretary/Treasurer

* Power of Attorney previously filed as Exhibit 7.10 to the Schedule 13D.

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EX-99.1

EXHIBIT 99.1

[LETTERHEAD OF TRACINDA CORPORATION]

For immediate release	Contact: Richard Sobelle
July 2, 2002	(310) 271-0638

TRACINDA CORPORATION ANNOUNCES INTENTION TO MAKE OPEN

MARKET PURCHASES OF METRO-GOLDWYN-MAYER INC. STOCK

Tracinda Corporation, the principal stockholder of Metro-Goldwyn-Mayer Inc. (NYSE: MGM), is filing today an amendment to its Schedule 13D with the Securities and Exchange Commission stating that it intends to purchase in the open market up to 10 million shares of MGM’s common stock. The filing sets forth that purchases of MGM stock by Tracinda may be made, from time to time, in the open market, through block trades or otherwise. Depending on market conditions and other factors, these purchases may be commenced or suspended at any time or from time to time without prior notice.

Tracinda believes that the current trading price of the company’s stock does not fairly reflect the underlying value of the Company. MGM has approximately 251,768,700 shares of common stock outstanding. The Tracinda group currently owns 194,307,644 shares of MGM’s common stock (approximately 77.2 percent of the issued and outstanding shares).

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