Edgar Filing: MGM MIRAGE

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

POPEIL RONALD

2. Issuer Name and Ticker or Trading Symbol
MGM MIRAGE [MGM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3600 LAS VEGAS BLVD. SOUTH

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2007

(Street)

LAS VEGAS, NV 89109

4. If Amendment, Date Original Filed(Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock $.01 Par Value ND	11/12/2007	11/12/2007	P		3,000	A	$ 86.75	45,150	D
Common Stock $.01 Par Value ND								925 ⁽¹⁾	I	Custodian for Asher Gantman
Common Stock $.01 Par Value ND								650 ⁽²⁾	I	Custodian for Contessa Popeil
Common Stock $.01 Par Value ND								825 ⁽³⁾	I	Custodian for Valentina Popeil
Common Stock $.01 Par Value ND								1,050 ⁽⁴⁾	I	Custodian for Nicole Stairs
Common Stock $.01 Par Value ND								1,050 ⁽⁵⁾	I	Custodian for Rachel Gantman
Common Stock $.01 Par Value ND								1,050 ⁽⁶⁾	I	Custodian for Isabella Gantman

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to buy)

$ 14.25

05/13/2004

05/13/2013

Common Stock $.01 Par Value ND

10,000

10,000 ⁽⁷⁾

Stock Options (Right to buy)

$ 17.075

08/01/2001

08/01/2010

Common Stock $.01 Par Value ND

18,000

18,000 ⁽⁸⁾

Stock Options (Right to buy)

$ 17.075

05/01/2002

05/01/2011

Common Stock $.01 Par Value ND

9,000

9,000 ⁽⁸⁾

Stock Options (Right to buy)

$ 20.11

05/07/2003

05/07/2012

Common Stock $.01 Par Value ND

10,000

10,000 ⁽⁷⁾

Stock Options (Right to buy)

$ 21.445

05/11/2005

05/11/2014

Common Stock $.01 Par Value ND

10,000

10,000 ⁽⁷⁾

Stock Options (Right to buy)

$ 34.05

05/03/2006

05/03/2012

Common Stock $.01 Par Value ND

15,000

Stock Appreciation Rights

$ 45.64

05/09/2007

05/09/2013

Common Stock $.01 Par Value ND

20,000

20,000 ⁽⁹⁾

Stock Appreciation Rights

$ 79.98

05/22/2008

05/22/2014

Common Stock $.01 Par Value ND

20,000

20,000 ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
POPEIL RONALD 3600 LAS VEGAS BLVD. SOUTH LAS VEGAS, NV 89109	X

Signatures

Bryan L. Wright, Attorney-In-Fact		11/12/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Shares acquired by reporting person as custodian for Asher Gantman under the California Uniform Transfer to Minors Act. The reporting peson disclaims beneficial ownership of these shares.
(2)	Shares acquired by reporting person as custodian for Contessa Popeil under the California Uniform Transfer to Minors Act. The reporting peson disclaims beneficial ownership of these shares.
(3)	Shares acquired by reporting person as custodian for Valentina Popeil under the California Uniform Transfer to Minors Act. The reporting peson disclaims beneficial ownership of these shares.
(4)	Shares acquired by reporting person as custodian for Nicole Stairs under the California Uniform Transfer to Minors Act. The reporting peson disclaims beneficial ownership of these shares.
(5)	Shares acquired by reporting person as custodian for Rachel Gantman under the California Uniform Transfer to Minors Act. The reporting peson disclaims beneficial ownership of these shares.
(6)	Shares acquired by reporting person as custodian for Isabella Gantman under the California Uniform Transfer to Minors Act. The reporting peson disclaims beneficial ownership of these shares.
(7)	Options granted under MGM MIRAGE 1997 Nonqualified Stock Option Plan. Vesting plan calls for options to become exercisable in equal 25% yearly amounts commencing on the first anniversary of the grant date.
(8)	Represents options regranted to the reporting person pursuant to the Company's 2001 Stock Option Exchange Program.
(9)	Stock Appreciation Rights (SARs) granted under MGM MIRAGE 2005 Omnibus Incentive Plan. Vesting plan calls for SARs to become exercisable in equal 20% yearly amounts commencing on the first anniversary of the grant date.
(10)	SARs granted under MGM MIRAGE 2005 Omnibus Incentive Plan. Vesting plan calls for SARs to become exercisable in equal 20% yearly amounts commencing on the first anniversary of the grant date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.