April 3, 2006

Mail Stop 3561

Via US Mail and Facsimile

Mr. James J. Murren
President, Chief Financial Officer and Treasurer
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109

Re:	MGM Mirage
	Form 10-K for the year ended December 31, 2005
	Commission file #: 001-10362

Dear Mr. Murren:

We have reviewed the above referenced filing and have the
following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and
to enhance the overall disclosure in your filing.  We look forward
to
working with you in these respects.  We welcome any questions you
may
have about our comments or any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

* * * * * * * * * * * * * * * * * * * * * * *

Form 10-K for the year ended December 31, 2005

Financial Statements

Consolidated Balance Sheets, page 50

1. In future filings, please present separately present goodwill
on
the face of the balance sheet.  See Rule 5-02-15 of Regulation S-
X.


Consolidated Statements of Income, page 51

2. We note from your statements of income that you present income
from
unconsolidated affiliates as a component of operating income.
Please
tell us the names of the investments in which you consider income
to
be operating income and for each of these investments, please tell
us
why you believe the operations of the investment entity is
integral to
your operations.  Additionally, please explain to us the nature of
the
non-operating items from unconsolidated affiliates.

Notes to the Financial Statements

Note 2. Significant Accounting Policies and Basis of Presentation

- - Financial Statement impact of Hurricane Katrina, page 55

3. We note that you received $46 million in insurance proceeds
during
2005 and present the receipt of the proceeds as an investing
activity
on the statement of cash flows.  Please tell us the amount
received
that related to property damage and the amount related to business
interruption.

- - Revenue recognition and promotional allowances, page 56

4. We note that gaming revenues are recognized net of certain
sales
incentives, including discounts and points earned in point-loyalty
programs.  Please explain to us, and disclose in future filings,
the
nature of your point-loyalty programs (including those acquired
with
Mandalay), the nature of the items for which points can be
redeemed
(cash, services, etc.) and your accounting for such programs.  If
your
points loyalty program(s) have points that are redeemable for
cash,
please tell us how you have applied EITF 01-9 in your accounting
for
the program(s).

Note 19.  Selected Quarterly Financial Results (Unaudited), page
75

5. In future filings, please add a disclosure to describe the
effects
of any disposals or acquisitions, and extraordinary, unusual or
infrequently occurring items that occurred in each of the quarters
presented.  See Item 302(a)(3) of Regulation S-K.





Form 8-K furnished on February 23, 2006

6. We note your use of the non-GAAP performance measures adjusted
earnings and adjusted EPS in your earnings release furnished on
Form
8-K.  You state that you present these measures because they are
widely used and are considered by many to be better measures on
which
to base expectations of future results.  However, many of the
items
for which you adjust GAAP net income have recurred over the last
several years and there is no indication they will not recur in
the
future.  Therefore, it is not clear why these measures are better
for
forming expectations of future results.  Consequently, it does not
appear you have provided a substantive reason specific to you that
demonstrates the usefulness to investors of eliminating these
recurring items from this non-GAAP measure, as required by Item
2.02
of Form 8-K and Item 10(e)(1)(i)(C) of Regulation S-K.  In
addition,
you do not give equal or greater prominence to the most directly
comparable GAAP measure, net income, as required by Item
10(e)(1)(i)(A) of Regulation S-K.  Please either revise your
adjusted
earnings and EPS amounts to exclude recurring items or items that
are
reasonably likely to recur or, alternatively, tell us and revise
to
disclose the substantive reason specific to you that demonstrates
the
usefulness to investors of disregarding these items when
evaluating
your performance.  Also, please give equal or greater prominence
to
net income and EPS in future releases.  For guidance, see
Questions 8
and 9 of the Staff`s Frequently Asked Questions Regarding the Use
of
Non-GAAP Financial Measures (Non-GAAP FAQs), issued on June 13,
2003.

7. We also note your use of the non-GAAP performance measure
EBITDA
because it is widely used.  You eliminate other non-operating
income
(expense), restructuring charges, pre-opening and start-up
expenses,
and gains (losses) from property transactions.  Because you adjust
for
items other than interest, taxes, depreciation, and amortization,
titling the measure EBITDA may be confusing to investors.  Please
revise the title to indicate clearly that you have adjusted the
measure for additional items.  For guidance, see Question 14 of
the
Non-GAAP FAQs.  In addition, it appears that certain items
eliminated
from adjusted earnings differ in amount from the same items
eliminated
from EBITDA.  Please reconcile these differences for us.  We do
not
believe that the wide use of EBITDA is a substantive reason
specific
to you that demonstrates usefulness.  The fact that the non-GAAP
measure is used by or useful to analysts, for example, cannot be
the
sole support for presenting the non-GAAP financial measure.  See
footnote 44 to FR-65.  Please tell us and revise to disclose the
substantive reason specific to you that demonstrates the
usefulness to
investors of disregarding recurring items such as restructuring
charges, pre-opening and start-up costs, and gains (losses) from
property transactions from this non-GAAP measure as required by
Item
2.02 of Form 8-K and Item 10(e)(1)(i)(C) of Regulation S-K.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond via EDGAR to these comments within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments
and provides any requested supplemental information.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our
comments on your filing.

You may contact Claire Erlanger at 202-551-3301 or Lyn Shenk at
202-
551-3380 if you have questions.

								Sincerely,



								Linda Cvrkel
								Branch Chief
Mr. James J. Murren
MGM Mirage
April 3, 2006
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