Form 3 ARPIN RICKY EDWARD For: Oct 28 (10K)

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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1. Name and Address of Reporting Person^*

ARPIN RICKY EDWARD

(Last)

(First)

(Middle)

3950 LAS VEGAS BLVD., S.

(Street)

LAS VEGA

89119

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2009

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

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 of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities 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

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 Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
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

Explanation of Responses:

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.

	Troy McHenry, Attorney-In-Fact	10/29/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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