TRACINDA CORP
SC 13D/A, 1998-09-01
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                     SECURITIES AND EXCHANGE COMMISSION 
                          WASHINGTON, D.C.  20549 
                                SCHEDULE 13D 
                               (Rule 13d-101) 
                                       
             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
              TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 
                                  RULE 13d-2(a) 
  
                               (Amendment No. 10) 
  
                                 MGM GRAND, INC. 
                                (Name of Issuer) 
  
                   Common Stock,$.01 par value per share      
                       (Title of Class of Securities) 
  
                                  552953 10 1                
                                (CUSIP Number) 
  
                          Richard E. Sobelle, Esq. 
                            Tracinda Corporation 
                         150 Rodeo Drive, Suite 250 
                      Beverly Hills, California 90212 
                              (310) 271-0638                       
               (Name, Address and Telephone Number of Person 
              Authorized to Receive Notices and Communications) 
  
                                August 31, 1998              
          (Date of Event which Requires Filing of This Statement) 
  
 If the filing person has previously filed a statement on Schedule 13G to
 report the acquisition that is the subject of this Schedule 13D, and is
 filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
 the following box:  ( ) 
  
      Note:  Schedules filed in paper format shall include a signed original
      and five copies of the schedule, including all exhibits.  See Rule
      13d-7(b) for other parties to whom copies are to be sent. 
  
                         (Continued on following pages) 

                               (Page 1 of 6 Pages)



 CUSIP No.  552953 10 1           13D                     Page 2 of 6 Pages
 --------------------------------------------------------------------------
          
 (1)  NAMES OF REPORTING PERSONS  
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 
            
      Kirk Kerkorian 
  
 (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
                                              (a)  ( ) 
                                              (b)  ( ) 
  
 (3)  SEC USE ONLY 
  
 (4)  SOURCE OF FUNDS 
       
      BK 
  
 (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e) 
                                                   ( ) 
  
 (6)  CITIZENSHIP OR PLACE OF ORGANIZATION 
       
      USA 
  
                                    : (7)  SOLE VOTING POWER 
                                    : 
                                    :     37,660,922 shares 
                                    : 
  NUMBER OF SHARES BENEFICIALLY     : (8)  SHARED VOTING POWER 
  OWNED BY EACH REPORTING           :      -0- shares 
  PERSON WITH                       : 
                                    : (9)  SOLE DISPOSITIVE POWER 
                                    :      37,660,922 shares 
                                    : 
                                    :(10)  SHARED DISPOSITIVE POWER
                                    : 
                                    :      -0- shares 
  
 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
       
      37,660,922 shares 
  
 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) 
      EXCLUDES CERTAIN SHARES 
                                                   ( ) 
  
 (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
      72.4% 
  
 (14) TYPE OF REPORTING PERSON 
      IN



 CUSIP No.  552953 10 1           13D                     Page 3 of 6 Pages
                
 (1)  NAMES OF REPORTING PERSONS  
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 
            
      Tracinda Corporation 
  
 (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
                                              (a)  ( ) 
                                              (b)  ( ) 
  
 (3)  SEC USE ONLY 
  
 (4)  SOURCE OF FUNDS 
       
      BK 
  
 (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e) 
                                                   ( ) 
  
 (6)  CITIZENSHIP OR PLACE OF ORGANIZATION 
       
      Nevada 
  
                                    : (7)  SOLE VOTING POWER 
                                    : 
                                    :     33,766,516 shares 
                                    : 
  NUMBER OF SHARES BENEFICIALLY     : (8)  SHARED VOTING POWER 
  OWNED BY EACH REPORTING           :      -0- shares 
  PERSON WITH                       : 
                                    : (9)  SOLE DISPOSITIVE POWER 
                                    :      33,766,516 shares 
                                    : 
                                    :(10)  SHARED DISPOSITIVE POWER
                                    : 
                                    :      -0- shares 
  
 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
       
      33,766,516 shares 
  
 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) 
      EXCLUDES CERTAIN SHARES 
                                                   ( ) 
  
 (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
      64.9% 
  
 (14) TYPE OF REPORTING PERSON 
      CO



 CUSIP No.  552953 10 1           13D                      Page 4 of 6 Pages
                
           This Amendment No. 10 amends and supplements the Statement on
 Schedule 13D (as previously amended, the "Schedule 13D"), relating to the
 common stock, $.01 par value per share (the "Common Stock"), of MGM Grand,
 Inc., a Delaware corporation (the "Company"), previously filed by Mr.
 Kerkorian and Tracinda Corporation, a Nevada corporation ("Tracinda"). 
 Capitalized terms used herein and not otherwise defined in this Amendment
 shall have the meaning set forth in the Schedule 13D. 
  
 1.   Item 3, "Source and Amount of Funds or Other Consideration"; Item 4,
      "Purpose of Transaction"; and Item 5, "Interest in Securities of the
      Issuer" of the Schedule 13D are hereby amended to add the following
      information: 
  
 From August 21 through August 31, 1998, Tracinda purchased 763,700 shares
 of Common Stock pursuant to the following open market purchases: 
  
                        Amount of            
      Date of           Shares        Price  
      Transaction       Purchased     per Share 
  
      8/21/98           18,000       $30.0000 
      8/21/98           40,500        29.9375 
      8/21/98           41,500        29.8750 
      8/21/98           18,000        29.8125 
      8/24/98           10,000        29.7500 
      8/24/98           41,000        29.8125 
      8/25/98           30,000        29.8125 
      8/25/98           25,000        29.8750 
      8/26/98           11,000        29.7500 
      8/26/98           30,000        29.8125 
      8/27/98            5,000        29.6875 
      8/27/98           29,000        29.5625 
      8/27/98            5,000        29.5000 
      8/27/98            5,000        29.4375 
      8/27/98          118,000        29.3750 
      8/28/98           48,200        29.1875 
      8/28/98           13,500        29.2500 
      8/28/98           10,000        29.3125 
      8/28/98           10,000        29.3750 
      8/31/98           97,500        29.0625 
      8/31/98          102,500        29.0000 
      8/31/98            5,000        29.9375 
      8/31/98           50,000        28.7500 
  
 Tracinda acquired said shares for an aggregate purchase price of
 $22,455,150, exclusive of brokerage commissions, or an average price per
 share of approximately $29.40.  Such aggregate purchase price was funded by
 borrowings under a bank Credit Agreement, a copy of which has been
 previously filed as an exhibit to the Schedule 13D. 



 CUSIP No.  552953 10 1           13D                      Page 5 of 6 Pages
  
 As a result of said purchases, Kirk Kerkorian and Tracinda beneficially own
 an aggregate of 37,660,922 shares of Common Stock or approximately 72.4% of
 the outstanding shares, as to which they have sole voting and dispositive
 power. 
  
 2.   Except as specifically provided herein, this amendment does not modify
      any of the information previously reported on the Schedule 13D.



 CUSIP No.  552953 10 1           13D                      Page 6 of 6 Pages
                
  
                                 SIGNATURE 
  
  
           After reasonable inquiry and to the best of my knowledge and
 belief, I certify that the information set forth in this statement is true,
 complete and correct. 
  
 Dated:  September 1, 1998 
  
  
                               TRACINDA CORPORATION 
  
  
                               By: /s/ ANTHONY L. MANDEKIC 
                                  --------------------------
                                       Anthony L. Mandekic 
                                       Secretary/Treasurer 



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