UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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): June 7, 2005

MGM MIRAGE

(702) 693-7120
(Registrant’s telephone number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Table of Contents

ITEM 3.01(b) FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD

     Effective June 7, 2005, Alex Yemenidjian has resigned as a member of the Board of Directors, including its Executive Committee and Audit Committee, of MGM MIRAGE, a Delaware corporation (the “Company”), in order to pursue other career opportunities. Prior to Mr. Yemenidjian’s resignation, the Audit Committee of the Company was comprised of three members, as required by Section 303A.07(a) of the New York Stock Exchange Listed Company Manual. As a result of Mr. Yemenidjian’s resignation from the Board of Directors of the Company, including its Audit Committee, the Company notified the New York Stock Exchange on June 7, 2005 that, immediately following Mr. Yemenidjian’s resignation, the Audit Committee of the Company will be comprised of only two members. The Company will elect an additional qualified member of its Board of Directors to its Audit Committee as soon as the Company elects another member to its Board of Directors, which election the Company anticipates will occur prior to the next scheduled meeting of the Audit Committee.

ITEM 7.01. REGULATION FD DISCLOSURE

     The following information set forth in this Item 7.01 of this Form 8-K, including the text of the press release, attached as Exhibit 99 to this Form 8-K, is being furnished to, but not filed with, the SEC.

     On June 8, 2005, the Company issued a press release, a copy of which is attached as Exhibit 99 to this Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

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SIGNATURE

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

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INDEX TO EXHIBITS