Sec Form 4 Filing - POPEIL RONALD @ MGM MIRAGE - 2008-02-29

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 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 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 (MM/DD/YY) 02/29/2008 (Street) LAS VEGAS, NV89109 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock $.01 Par Value ND 02/29/2008 02/29/2008 P 1,000 A $ 62.15 64,150 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

Table II - Derivative Securities Acquired, Disposed of, or Bene ficially 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (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 ) D Stock Options (Right to buy) $ 17.075 08/01/2001 08/01/2010 Common Stock $.01 Par Value ND 18,000 18,000 ( 8 ) D Stock Options (Right to buy) $ 17.075 05/01/2002 05/01/2011 Common Stock $.01 Par Value ND 9,000 9,000 ( 8 ) D Stock Options (Right to buy) $ 20.11 05/07/2003 05/07/2012 Common Stock $.01 Par Value ND 10,000 10,000 ( 7 ) D Stock Options (Right to buy) $ 21.445 05/11/2005 05/11/2014 Common Stock $.01 Par Value ND 10,000 10,000 ( 7 ) D Stock Options (Right to buy) $ 34.05 05/03/2006 05/03/2012 Common Stock $.01 Par Value ND 15,000 15,000 D Stock Appreciation Rights $ 45.64 05/09/2007 05/09/2013 Common Stock $.01 Par Value ND 20,000 20,000 ( 9 ) D Stock Appreciation Rights $ 79.98 05/22/2008 05/22/2014 Common Stock $.01 Par Value ND 20,000 20,000 ( 10 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other POPEIL RONALD 3600 LAS VEGAS BLVD. SOUTH LAS VEGAS, NV89109 X Signatures Bryan L. Wright, Attorney-In-Fact 03/03/2008 Signature of Reporting Person Date

Explanation of Responses:

( 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.

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 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).

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