UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_]  Rule 13d-1(b)

[X]  Rule 13d-1(c)

[_]  Rule 13d-1(d)

__________

*	The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:
		Soroban Capital GP LLC - 30,224,308 Soroban Capital Partners LP – 30,224,308 Soroban Capital Partners GP LLC – 30,224,308 Eric W. Mandelblatt – 30,224,308

	(b)	Percent of class:
		Soroban Capital GP LLC – 5.3% Soroban Capital Partners LP – 5.3% Soroban Capital Partners GP LLC – 5.3% Eric W. Mandelblatt – 5.3%

		Number of shares as to which Soroban Capital GP LLC has:
		(i)	Sole power to vote or to direct the vote	0	,
		(ii)	Shared power to vote or to direct the vote	30,224,308	,
		(iii)	Sole power to dispose or to direct the disposition of	0	,
		(iv)	Shared power to dispose or to direct the disposition of	30,224,308	.

Number of shares to which Soroban Capital Partners LP has :

		(i)	Sole power to vote or to direct the vote	0	,
		(ii)	Shared power to vote or to direct the vote	30,224,308	,
		(iii)	Sole power to dispose or to direct the disposition of	0	,
		(iv)	Shared power to dispose or to direct the disposition of	30,224,308	.

Number of shares to which Soroban Capital Partners GP LLC has :

		(i)	Sole power to vote or to direct the vote	0	,
		(ii)	Shared power to vote or to direct the vote	30,224,308	,
		(iii)	Sole power to dispose or to direct the disposition of	0	,
		(iv)	Shared power to dispose or to direct the disposition of	30,224,308	.

Number of shares to which Eric W. Mandelblatt has :

		(i)	Sole power to vote or to direct the vote	0	,
		(ii)	Shared power to vote or to direct the vote	30,224,308	,
		(iii)	Sole power to dispose or to direct the disposition of	0	,
		(iv)	Shared power to dispose or to direct the disposition of	30,224,308	.

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.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

 

AGREEMENT

 

Each of the undersigned hereby consents and agrees to this joint filing to Schedule 13G for the Common Stock, $0.01 par value of MGM Resorts International.