METRO-GOLDWYN-MAYER INC
8-K, 1998-08-06
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K

               CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  AUGUST 6, 1998



                            METRO-GOLDWYN-MAYER INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         DELAWARE                      1-13481                  95-4605850
(STATE OR OTHER JURISDICTION   (COMMISSION FILE NUMBER)       (IRS EMPLOYER 
     OF INCORPORATION)                                      IDENTIFICATION NO.)
                                        

        2500 BROADWAY STREET                             90404
       SANTA MONICA, CALIFORNIA                        (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                        
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 449-3000

                                      NONE
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)





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ITEM 5.  OTHER EVENTS.

     On August 6, 1998, Metro-Goldwyn-Mayer Inc. issued the press release
attached hereto as Exhibit 20.1 which is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.

     The following exhibit is filed with this report on Form 8-K:


Exhibit No.            Description
- -----------            -----------

20.1                   Press Release of Metro-Goldwyn-Mayer Inc., dated August
                       6, 1998.

                                       2
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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       METRO-GOLDWYN-MAYER INC.
 
Dated:  August 6, 1998                 By:  /s/ David G. Johnson
                                          ----------------------------
                                            David G. Johnson,
                                            Senior Executive Vice President and
                                            General Counsel

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                                 EXHIBIT INDEX
                                        
<TABLE>
<CAPTION>

Exhibit No.            Description
- -----------            -----------
<S>                    <C>
20.1                   Press Release of Metro-Goldwyn-Mayer Inc., dated August
                       6, 1998.
</TABLE>

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                                                                    EXHIBIT 20.1

                                        
                    [LETTERHEAD OF METRO-GOLDWYN-MAYER INC.]

                                 PRESS RELEASE

For immediate release                                  Contact: Craig Parsons
- ---------------------                                           (310) 449-3660
August 6, 1998                

                         METRO-GOLDWYN-MAYER STATEMENT

     Santa Monica, CA -- As indicated in the Form 10-Q Report filed August 5,
1998 with the Securities and Exchange Commission, Metro-Goldwyn-Mayer Inc.
(NYSE: MGM) confirmed today that, in connection with its goal of becoming an
integrated global entertainment company, it is considering various strategic
alternatives.  The Company has entered into informal discussions with
unidentified companies regarding possible business combinations.  Such
discussions are preliminary in nature and no assurances can be given as to the
outcome of such discussions.

     Metro-Goldwyn-Mayer Inc. is actively engaged in worldwide production and
distribution of entertainment product, including motion pictures, television
programming, home video, interactive media, music, licensed merchandise, a
4,000-title film library, a 6,700-title home video library, and a significant
television library.  The company's operating units include MGM Pictures, United
Artists Pictures, Orion Pictures, Goldwyn Films, MGM Worldwide Television Group,
MGM Distribution Co., MGM Home Entertainment and Consumer Products Group, MGM
Music, and MGM Interactive, among others.  For more information on MGM, visit
the MGM Online at http://www.mgm.com.

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