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 OF SECURITIES 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 * RAKOW JAY   2. Issuer Name and Ticker or Trading Symbol METRO-GOLDWYN-MAYER INC [MGM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SEVP and General Counsel (Last) (First) (Middle) C/O METRO-GOLDWYN-MAYER STUDIOS INC., 10250 CONSTELLATION BOULEVARD 3. Date of Earliest Transaction (Month/Day/Year) 04/08/2005 (Street) LOS ANGELES, CA 90067-6241 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (1) 04/08/2005   D   7,615 (2) D $ 12 0 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially 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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

Employee Stock Option (right to buy) (3)

$ 16.74

04/08/2005

D

250,000

09/14/2002

09/13/2011

Common Stock

250,000

$ 3.26

0

D

Employee Stock Option (right to buy) (3)

$ 16.02

04/08/2005

D

250,000

03/25/2003

03/24/2012

Common Stock

250,000

$ 3.98

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RAKOW JAY C/O METRO-GOLDWYN-MAYER STUDIOS INC. 10250 CONSTELLATION BOULEVARD LOS ANGELES, CA 90067-6241			SEVP and General Counsel

Signatures

William A. Jones, As Attorney in Fact for Jay Rakow		04/08/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Disposed of pursuant to merger agreement between issuer and LOC Acquisition Company.
(2)	Shares previously owned indirectly through the issuer's 401(k) plan.
(3)	The options, which provided for vesting in five equal annual installments, were accelerated and cancelled pursuant to merger agreement between issuer and LOC Acquisition Company in exchange for cash payments representing the difference between the exercise price of the option and the sum of (i) the merger consideration ($12.00 per share) and (ii) the dividend paid to stockholders of the issuer on May 17, 2004 ($8.00 per share).

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