Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  ARPIN RICKY EDWARD
2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2009
3. Issuer Name and Ticker or Trading Symbol
MGM MIRAGE [MGM]
(Last)
(First)
(Middle)
3950 LAS VEGAS BLVD., S.
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP and Corporate Controller
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LAS VEGA, NV 89119
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock $.01 Par Value ND 1,401
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Emp Stk Option (Right to Buy)   (1) 05/03/2012 Common Stock $.01 Par Value ND 21,300 (1) $ 34.05 D  
Emp Stk Option (Right to Buy)   (2) 02/27/2013 Common Stock $.01 Par Value ND 4,000 (2) $ 12.74 D  
Employee Stock Appreciation Rights   (3) 10/06/2015 Common Stock $.01 Par Value ND 11,250 (3) $ 19 D  
Employee Stock Appreciation Rights 10/05/2010(4) 10/05/2016 Common Stock $.01 Par Value ND 12,375 (4) $ 11.54 D  
Restricted Stock Units 01/08/2010(5) 01/08/2012 Common Stock $.01 Par Value ND 2,100 (5) $ (5) D  
Restricted Stock Units 10/05/2010(6) 10/05/2016 Common Stock $.01 Par Value ND 1,650 (6) $ (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARPIN RICKY EDWARD
3950 LAS VEGAS BLVD., S.
LAS VEGA, NV 89119
      SVP and Corporate Controller  

Signatures

Troy McHenry, Attorney-In-Fact 10/29/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Options granted under MGM MIRAGE 2005 Omnibus Incentive Plan. Options representing 15,300 shares have fully vested and are exercisable until May 2, 2012. The remaining options representing 6,000 shares will vest on May 3, 2010.
(2) Options granted under MGM MIRAGE 1997 Nonqualified Stock Option Plan. Options have fully vested and are exercisable until February 27, 2013.
(3) Stock Appreciation Rights (SARs) granted under MGM MIRAGE Amended and Restated 2005 Omnibus Incentive Plan. SARs representing 2,812 shares have fully vested and are exercisable until October 6, 2015. The remaining SARs representing 8,438 shares will vest as follows: 2,813 SARs on October 6, 2010; 2,812 SARs on October 6, 2011; and 2,813 SARs on October 6, 2012.
(4) SARs granted under MGM MIRAGE Amended and Restated 2005 Omnibus Incentive Plan. The SARs will vest in four equal annual installments beginning on October 5, 2010.
(5) Restricted Stock Units (RSUs) granted under MGM MIRAGE Amended and Restated 2005 Omnibus Incentive Plan. The RSUs will vest in three equal annual installments on January 8, 2010, January 8, 2011 and January 8, 2012.
(6) RSUs granted under MGM MIRAGE Amended and Restated 2005 Omnibus Incentive Plan. The RSUs are subject to meeting minimum performance criteria set by the Compensation Committee of the Board of Directors of MGM MIRAGE. Provided such criteria are met, the RSUs will vest in four equal annual installments beginning on October 5, 2010.

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