FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NUMBER 333-33200
PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 5, 2000)

$850,000,000

[LOGO OF MGM MIRAGE]

8 1/2% SENIOR NOTES DUE 2010

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Interest payable on March 15 and September 15

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We may redeem the notes in whole or in part at any time prior to their
maturity at the redemption prices described more fully in this prospectus
supplement.

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PRICE 99.404% AND ACCRUED INTEREST, IF ANY

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This investment involves risks. See "Risk Factors" beginning on page S-7.

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Underwriting
Price to Discounts and Proceeds to
Public Commissions MGM MIRAGE
-------- ------------- -----------

Per Note................................ 99.404% .650% 98.754%
Total................................... $844,934,000 $5,525,000 $839,409,000

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus to which it relates
is truthful or complete. Any representation to the contrary is a criminal
offense.

None of the Nevada Gaming Commission, the Nevada State Gaming Control Board,
the New Jersey Casino Control Commission, the Michigan Gaming Control Board,
the Mississippi Gaming Commission nor any other gaming authority has passed
upon the accuracy or adequacy of this prospectus supplement or the
accompanying prospectus or the investment merits of the securities offered.
Any representation to the contrary is unlawful.

The Attorney General of the State of New York has not passed upon or endorsed
the merits of this offering. Any representation to the contrary is unlawful.

The underwriters expect to deliver the notes to purchasers on September 15,
2000.

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Joint Book-Running Managers

MORGAN STANLEY DEAN WITTER BANC OF AMERICA SECURITIES LLC

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DEUTSCHE BANC ALEX. BROWN
FLEET SECURITIES, INC.
MERRILL LYNCH & CO.
SALOMON SMITH BARNEY
SCOTIA CAPITAL
BEAR, STEARNS & CO. INC.
CIBC WORLD MARKETS
LEHMAN BROTHERS
SG COWEN
WASSERSTEIN PERELLA SECURITIES, INC.

September 12, 2000

TABLE OF CONTENTS

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Prospectus Supplement

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Page
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Summary.................................................................... S-1
Risk Factors............................................................... S-7
Use of Proceeds............................................................ S-12
Capitalization............................................................. S-13
Dividend Policy............................................................ S-14
Unaudited Pro Forma Financial Statements................................... S-15
Selected Consolidated Financial and Other Data............................. S-19
Business and Properties.................................................... S-23

Page
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Regulation and Licensing................................................... S-32
Description of the Notes................................................... S-41
Underwriters............................................................... S-53
Legal Matters.............................................................. S-54
Experts.................................................................... S-54
Forward-Looking Statements................................................. S-55
Where You Can Find More Information........................................ S-55
Incorporation of Certain Information by Reference.......................... S-56

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Prospectus

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Page
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About this Prospectus.................................................... 2
Forward-Looking Statements............................................... 2
The Company.............................................................. 3
Use of Proceeds.......................................................... 4
Ratio of Earnings to Fixed Charges....................................... 4
Summary Historical Financial Data........................................ 5
Summary Unaudited Pro Forma Data......................................... 6
Comparative Historical and Pro Forma Selected Consolidated Financial
Data.................................................................... 7
Unaudited Pro Forma Financial Statements................................. 8

Page
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Description of Our Long Term Debt.......................................... 12
Description of Debt Securities............................................. 17
Description of Common Stock................................................ 24
Plan of Distribution....................................................... 25
Legal Matters.............................................................. 26
Experts.................................................................... 26
Where You Can Find More Information........................................ 26
Incorporation of Certain Information by Reference.......................... 27

You should rely only on the information incorporated by reference or
provided in this prospectus supplement and the accompanying prospectus. We
have not authorized anyone else to provide you with different information. We
are offering the notes and seeking offers to buy the notes only in
jurisdictions where offers and sales are permitted. You should not assume that
the information in this prospectus supplement and the accompanying prospectus
is accurate as of any date other than the date on the front of these documents
regardless of the time of delivery of this prospectus supplement or any sale
of the notes.

SUMMARY

This summary is not complete and may not contain all of the information that
may be important to you. You should read the entire prospectus supplement and
accompanying prospectus carefully, including the financial data and related
notes, as well as the documents incorporated by reference, before making an
investment decision. In this prospectus supplement, except where the context
otherwise requires, we will collectively refer to MGM MIRAGE (formerly known as
MGM Grand, Inc.) and its direct and indirect subsidiaries as "MGM MIRAGE,"
"we," "our" and "us."

MGM MIRAGE

MGM MIRAGE is a leading operator of first class hotel/casino resorts with an
emphasis on the total gaming and entertainment experience. We own and operate
the MGM Grand Las Vegas, Bellagio, The Mirage, Treasure Island and the New
York-New York Hotel and Casino, and we own a 50% interest in the joint venture
that owns and operates the Monte Carlo Resort & Casino, six of the most
prominent hotel/casino resorts on the Las Vegas Strip. We also own and operate
the Golden Nugget hotel and casino in downtown Las Vegas, the Golden Nugget
Laughlin, located in Laughlin, Nevada, Whiskey Pete's, Buffalo Bill's and the
Primm Valley Resort, located in Primm, Nevada, Beau Rivage, a beachfront resort
located in Biloxi, Mississippi, and the Holiday Inn(R) Casino Boardwalk on the
Las Vegas Strip. On July 29, 1999, we opened the MGM Grand Detroit casino in
Detroit, Michigan. We also own and operate the MGM Grand Hotel and Casino in
Darwin, Australia, and we manage one permanent and two temporary casinos in two
provinces of South Africa.

Mirage Acquisition

On March 6, 2000, we entered into a definitive merger agreement with Mirage
Resorts, Incorporated, under which we acquired Mirage on May 31, 2000, and
Mirage shareholders received $21 per share in cash. The merger had a total
equity value of approximately $4.4 billion. In addition, Mirage had outstanding
debt of approximately $2.0 billion. As a result of the merger, Mirage became
our wholly owned subsidiary.

We believe our acquisition of Mirage will help us achieve the following
business objectives:

. control several of the premier gaming properties on the Las Vegas Strip;

. position us with a significant focus on the Nevada gaming market;

. strengthen selective geographic diversity while maintaining leadership
positions in several major domestic and international gaming markets;

. focus on the most profitable customer segments, enabling us to leverage
multiple revenue streams and cross-marketing opportunities from the
combined customer base; and

. achieve significant operational synergies and cost savings
opportunities.

Our acquisition of Mirage has resulted in our complete ownership of several
of the premier gaming properties on the Las Vegas Strip, including MGM Grand
Las Vegas, Bellagio, The Mirage, Treasure Island and New York-New York, as well
as our 50% ownership interest in Monte Carlo. We believe that these properties
are among the most recognized hotel/casino resorts on the Las Vegas Strip and
that they are among the most visited "must-see" attractions in Las Vegas. We
believe these properties collectively generate more revenue than the Las Vegas
Strip properties of any other gaming operator and that the consolidation of
these properties will position us as the dominant competitor in the upper-
middle and premium segments of the Las Vegas gaming market.

A principal element of our strategy is to maintain a focus on the Nevada
gaming market, the largest and most widely recognized gaming market in the
world. We view Nevada's gaming market as the industry's most attractive market
due to the state's stable legal and regulatory environment, the significant
concentration of hotel/casino resorts on the Las Vegas Strip, the steady growth
of the Las Vegas gaming market and the strength

S-1

of the state's secondary gaming markets. During 1998 and 1999, four
hotel/casino resorts opened on the Las Vegas Strip: Bellagio, Mandalay Bay
Resort & Casino, The Venetian and Paris Las Vegas. These new resorts were
absorbed by the market and fueled a 10.5% increase in the number of visitors to
Las Vegas in 1999. The new Aladdin Resort and Casino opened in August 2000. We
are unaware of any other new hotel/casino resort expected to open on the Las
Vegas Strip before 2003. McCarran International Airport is expected to continue
to expand by adding 24 more gates in the next two years while construction and
development of the beltway, the largest transportation improvement project ever
undertaken by Clark County, is expected to commence this year. In addition to
the Las Vegas Strip, significant Nevada gaming markets in which we have
properties are Downtown Las Vegas, Primm and Laughlin. We believe that we are
well positioned in the Nevada market, with a total of 12 properties.

We also believe that our acquisition of Mirage has fortified our position in
gaming markets outside Nevada. We now own and operate gaming properties in
Detroit, Michigan, Biloxi, Mississippi and Darwin, Australia and manage gaming
properties in South Africa. We believe that our presence in these domestic and
international gaming markets serves to hedge the economic and general business
risk we face in the Nevada gaming market. We believe this selective geographic
diversification adds ancillary revenue streams and provides marketing
opportunities for our other hotel/casino resort properties.

We believe that our acquisition of Mirage has provided us with important
further penetration of our target high-end customer base, as well as additional
diversification of overall customer demographics. Our hotel/casino resorts have
global brand names that serve diverse customer profiles. We believe MGM Grand
Las Vegas, Bellagio and The Mirage attract premium customers and New York-New
York, Treasure Island and Monte Carlo attract upper-middle customers. A greater
number of properties in each market segment allows for cross-marketing to the
same type of customer. We intend to leverage this larger customer base by
cross-marketing other products and services, including restaurants,
entertainment venues and golf courses.

Similar to our acquisition of Primadonna, our acquisition of Mirage has
provided significant economic and operational benefits to us resulting from
opportunities to (i) eliminate redundant operating costs; (ii) utilize
economies of scale and best practices; and (iii) implement revenue enhancement
strategies. We believe that several opportunities exist to reduce the combined
cost structure of MGM MIRAGE through the elimination of duplicative and
redundant operating costs, particularly related to overlapping corporate
functions and duplicative sales and marketing offices throughout the world. We
expect to realize annual cost savings of approximately $95 million specifically
related to these initiatives upon full integration of Mirage. Furthermore, we
expect to achieve economies of scale in other areas such as payroll,
purchasing, centralized room reservation systems and high-end marketing
opportunities. We have already eliminated approximately $47 million of annual
costs since our acquisition of Mirage on May 31, 2000. We also believe that the
Mirage acquisition has presented us with the opportunity to enhance revenue
growth through cross-marketing room reservations, restaurants, live
entertainment, leisure activities and gaming affinity programs. A primary goal
of our senior management team is to scrutinize the operating efficiency of the
newly acquired properties, and focus on achieving the highest EBITDA margins in
the gaming industry. In addition, the sale of non-strategic assets has
resulted, and could continue to result, in significant proceeds available for
immediate debt reduction. To date, we have sold approximately $147 million of
such non-strategic assets and currently have identified up to approximately
$200 million of such assets that we may sell in the next 12 to 18 months.

S-2

Hotel/Casino Resort Properties

We have provided below certain information about our hotel/casino resort
properties as of July 31, 2000. Except as otherwise indicated, we wholly own
and operate these properties.

Approximate
Number of Casino Gaming
Name and Location Rooms/Suites Square Footage Slots (1) Tables (2)
----------------- ------------ -------------- -------- ---------

Domestic Casinos:
Las Vegas Strip, Nevada
MGM Grand Las Vegas..... 5,034 171,500 3,314 160
Bellagio*............... 3,005 155,000 2,428 141
The Mirage*............. 3,044 107,200 2,292 119
New York-New York....... 2,024 84,000 2,049 80
Treasure Island*........ 2,885 83,800 1,892 80
Monte Carlo (3)*........ 3,002 102,000 2,062 71
Boardwalk*.............. 654 32,000 606 20
------ --------- ------ -----
Subtotal.............. 19,648 735,500 14,643 671
------ --------- ------ -----
Downtown Las Vegas,
Nevada
The Golden Nugget*...... 1,907 38,000 1,267 58

Laughlin, Nevada
The Golden Nugget-
Laughlin*.............. 300 32,000 1,116 17

Primm, Nevada
Buffalo Bill's Resort &
Casino................. 1,239 46,000 1,535 40
Primm Valley Resort &
Casino................. 626 51,000 1,401 33
Whiskey Pete's Hotel &
Casino................. 777 36,400 1,362 30
------ --------- ------ -----
Subtotal.............. 2,642 133,400 4,298 103
------ --------- ------ -----
Detroit, Michigan
MGM Grand Detroit (4)... NA 75,000 2,433 86

Biloxi, Mississippi
Beau Rivage*............ 1,780 80,000 2,014 88
------ --------- ------ -----
Total Domestic........ 26,277 1,093,900 25,771 1,023
------ --------- ------ -----
International Casinos:
Darwin, Northern
Territory, Australia
MGM Grand Australia..... 96 23,800 363 25

South Africa
Nelspruit (5)........... NA 13,000 298 12
Witbank (5)............. NA 15,500 360 12
Johannesburg (5)........ NA 58,000 1,700 50
------ --------- ------ -----
Grand Total........... 26,373 1,204,200 28,492 1,122
====== ========= ====== =====

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* Represents a Mirage-owned property prior to the acquisition.

(1) Includes slot machines and other coin-operated devices.

(2) Generally includes blackjack ("21"), baccarat, craps, pai gow poker,
Caribbean stud poker, wheel of fortune and roulette.

(3) Owned and operated by a 50-50 joint venture with Mandalay Resort Group.

(4) On July 29, 1999, we opened our interim casino facility in Detroit,
Michigan.

(5) We do not own these properties. They are governed by a joint venture
agreement among MGM MIRAGE, Southern Sun Group and Tsogo Investment Holding
Company, under which MGM MIRAGE earns fees for the management of all casino
operations.

S-3

The Offering

The summary below describes the principal terms of the notes. The terms and
conditions described below are subject to important limitations and exceptions.
The "Description of the Notes" section of this prospectus supplement contains a
more detailed description of the terms and conditions of the notes.

Issuer......................... MGM MIRAGE

Securities..................... $850 million in principal amount of 8 1/2%
senior notes due 2010.

Maturity....................... September 15, 2010.

Interest....................... Annual rate: 8 1/2%
Payment frequency: semiannually on March 15
and September 15.
First payment: March 15, 2001.

Guarantee...................... The notes will be unconditionally guaranteed,
jointly and severally, on a senior basis by
all of our wholly owned U.S. subsidiaries
except for U.S. holding companies of our
foreign subsidiaries.

Ranking........................ The notes and guarantees will be general
unsecured senior obligations of MGM MIRAGE
and each guarantor, respectively, and will
rank pari passu with or senior to all
existing or future indebtedness of MGM MIRAGE
and each guarantor, respectively. Under
certain circumstances, including if our
senior secured notes are downgraded to below
investment grade by either Moody's or
Standard & Poor's, such senior secured notes,
the notes offered hereby and certain of our
other senior indebtedness are required to be
secured equally and ratably by substantially
all assets of MGM MIRAGE and the guarantors.
See "Description of the Notes--Ranking."

Optional Redemption............ We may redeem the notes in whole or in part
at any time prior to their maturity at the
redemption prices described in the section
"Description of the Notes--Optional
Redemption."

Basic Covenants of the
Indenture..................... We will issue the notes under an indenture
with U.S. Trust Company, National
Association, as trustee. The indenture will,
among other things, restrict our and the
subsidiary guarantors' ability to:

. incur liens on assets to secure debt;

. enter into certain sale and lease-back
transactions; and

. merge or consolidate with another company
or sell substantially all assets.

Use of Proceeds................ We plan to use the net proceeds from the
offering of the notes to repay a portion of
the outstanding borrowings under our $1.3
billion term loan.

You should refer to the section entitled "Risk Factors" for an explanation
of certain risks of investing in the notes.

S-4

Summary Unaudited Pro Forma Financial and Other Data

The summary unaudited pro forma financial and other data gives effect to our
acquisition of Mirage and the financing transactions associated therewith. Our
acquisition of Mirage has been accounted for as a "purchase," which means that
the purchase price has been preliminarily allocated to assets acquired and
liabilities assumed based on their estimated fair values at the time the
companies were combined. We are providing the following financial information
to assist you in your analysis of the financial aspects of our acquisition of
Mirage. We derived this information from audited financial statements for the
fiscal year ended December 31, 1999 for both MGM MIRAGE and Mirage and
unaudited financial statements for the six months ended June 30, 2000 for MGM
MIRAGE. The information is only a summary of the unaudited pro forma financial
information presented on pages S-15 to S-18 and you should read it in
conjunction with our historical financial statements and related notes
contained in the annual reports and other information incorporated herein by
reference. Certain of Mirage's financial information has been reclassified to
conform with our presentation.

While this pro forma financial information has been prepared based upon
currently available information using assumptions which we believe are
appropriate, you should be aware that this pro forma information may not be
indicative of what actual results will be in the future or would have been for
the periods presented. You should read the notes to the summary unaudited pro
forma financial statements beginning on page S-6 for further discussion of the
assumptions we made to prepare this information.

Year Ended Six Months Ended
December 31, 1999 June 30, 2000
----------------- ----------------
(in thousands)

Pro Forma Statement of Income Data:
Net revenues............................... $3,826,432 $ 2,158,828
Operating income (1)....................... 529,500 277,638
Income before income taxes, extraordinary
item and cumulative effect of change in
accounting principle...................... 181,571 85,392
Income before extraordinary item and
cumulative effect of change in accounting
principle................................. 110,518 52,253

Pro Forma Other Financial Data:
EBITDA (2)................................. $1,026,756 $ 627,433
EBITDA margin.............................. 26.8% 29.1%
Depreciation and amortization.............. 331,874 192,052
Ratio of earnings to fixed charges (3)..... 1.06x 1.05x

Actual Balance Sheet Data (end of period):
Cash and cash equivalents.................................... $ 211,388
Total assets................................................. 10,734,268
Total debt (4)............................................... 6,278,699
Total stockholders' equity................................... 2,254,142

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See footnotes on following page.

S-5

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(1) Includes preopening and other, restructuring costs and write-downs and
impairments of $113.6 million and $132.7 million for the year ended
December 31, 1999 and the six months ended June 30, 2000, respectively.

(2) EBITDA consists of operating income plus depreciation and amortization,
one-time charges (which consist of preopening and other, restructuring and
write-downs and impairments) and corporate expense. On a pro forma basis
corporate expense for the year ended December 31, 1999 and six months ended
June 30, 2000 would have been $64.1 million and $31.2 million,
respectively. On a pro forma basis depreciation and amortization reported
as corporate expense for the year ended December 31, 1999 and the six
months ended June 30, 2000 would have been $12.4 million and $6.2 million,
respectively. EBITDA should not be construed as an alternative to operating
income, as an indicator of our operating performance or as an alternative
to cash flows generated by operating, investing or financing activities as
an indicator of cash flows, or a measure of liquidity, or as any other
measure of performance determined in accordance with generally accepted
accounting principles. In addition, it should be noted that not all gaming
companies that report EBITDA calculate this measure in the same manner as
we do, and therefore, our measure of EBITDA may not be comparable to
similarly titled measures used by other gaming companies.

(3) For purposes of computing the ratio of earnings to fixed charges: (i)
"earnings" consist of income from continuing operations before income taxes
and fixed charges, adjusted to exclude capitalized interest and (ii) "fixed
charges" consist of interest, whether expensed or capitalized, amortization
of debt discount and issuance costs and our proportionate share of interest
cost of 50%-owned joint ventures.

(4) Includes current and long term portions of capitalized lease obligations
and long term debt.

S-6

RISK FACTORS

Before you invest in the notes, you should be aware that such investment
carries various risks, including those described below. We urge you to
carefully consider these risk factors, together with all of the other
information included and incorporated by reference in this prospectus
supplement and the accompanying prospectus, before you decide to invest in the
notes.

Risks Related to the Notes

Our substantial indebtedness could adversely affect our operations and
financial results and impair our ability to satisfy our obligations under the
notes.

We have approximately $6.3 billion of indebtedness. See "Capitalization."

The notes will not restrict our ability to borrow substantial additional
funds in the future that may be either pari passu with or subordinated to the
notes, and the notes provide holders only limited protection should we be
involved in a highly leveraged transaction. If we incur additional
indebtedness, it could increase the related risks that we face.

Our indebtedness could have important consequences to you. For example, it
could:

. increase our vulnerability to general adverse economic and industry
conditions;

. require us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing the
availability of our cash flow to fund working capital, capital
expenditures and other general corporate activities;

. limit our flexibility in planning for, or reacting to, changes in our
business and industry;

. limit our ability to borrow additional funds; and

. place us at a competitive disadvantage compared to other less leveraged
competitors.

Servicing our indebtedness will require a significant amount of cash and our
ability to generate sufficient cash depends on many factors, some of which are
beyond our control.

Our ability to make payments on and to refinance our indebtedness and to
fund planned capital expenditures depends on our ability to generate cash flow
in the future. This, to some extent, is subject to general economic,
financial, competitive, legislative and regulatory factors and other factors
that are beyond our control. In addition, our ability to borrow funds under
our senior credit facilities in the future will depend on our meeting the
financial covenants in the agreements, including a minimum interest coverage
test and a maximum leverage ratio test. We cannot assure you that our business
will generate cash flow from operations or that future borrowings will be
available to us under our senior credit facilities in an amount sufficient to
enable us to pay our indebtedness or to fund our other liquidity needs. As a
result, we may need to refinance all or a portion of our indebtedness on or
before maturity. Our $1.0 billion 364-day senior revolving credit facility
(which we can extend upon receipt of approval from our bank group) and our
$1.3 billion senior term loan facility mature during the second quarter of
2001. Although we plan to use the net proceeds of this offering to repay a
portion of our senior term loan, we cannot assure you that we will be able to
extend or refinance any of the remainder of our indebtedness on favorable
terms or at all. Our inability to generate sufficient cash flow or refinance
our indebtedness on favorable terms could have a material adverse effect on
our financial condition.

Although these notes are referred to as "senior notes," they will be
effectively subordinated to our secured indebtedness and the indebtedness of
our foreign subsidiaries.

The notes are unsecured and therefore will be effectively subordinated to
any secured indebtedness we have or may incur to the extent of the value of
the assets securing such indebtedness. In the event of a bankruptcy or similar
proceeding involving us, our assets which serve as collateral will be
available to satisfy the obligations

S-7

under any secured indebtedness before any payments are made on the notes.
Assuming we had completed this offering on June 30, 2000, the notes would have
been effectively junior to approximately $16 million of secured indebtedness.
In addition, our foreign subsidiaries will not guarantee the notes. In the
event of a bankruptcy, liquidation or reorganization of any of our foreign
subsidiaries, creditors of those subsidiaries will generally be entitled to
payment of their claims from the assets of those subsidiaries before any
assets are made available for distribution to us, except to the extent we may
also have a claim as a creditor. Assuming we had completed this offering on
June 30, 2000, the notes would have been effectively junior to approximately
$31.1 million of indebtedness of our foreign subsidiaries.

Fraudulent conveyance statutes allow courts, under specific circumstances, to
avoid subsidiary guarantees.

Various fraudulent conveyance and similar laws have been enacted for the
protection of creditors and may be utilized by courts to avoid or limit the
guarantees of the notes by our subsidiaries. The requirements for establishing
a fraudulent conveyance vary depending on the law of the jurisdiction that is
being applied. Generally, if in a bankruptcy, reorganization or other judicial
proceeding, a court were to find that the guarantor received less than
reasonably equivalent value or fair consideration for incurring indebtedness
evidenced by guarantees, and either

. was insolvent at the time of the incurrence of such indebtedness,

. was rendered insolvent by reason of incurring such indebtedness,

. was at such time engaged or about to engage in a business or transaction
for which its assets constituted unreasonably small capital, or

. intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they matured,

such court could, with respect to the guarantor, declare void in whole or in
part the obligations of such guarantor under the guarantees. Any payment by
such guarantor pursuant to its guarantee could also be required to be returned
to it, or to a fund for the benefit of its creditors. Generally, an entity
will be considered insolvent if the sum of its respective debts is greater
than the fair saleable value of all of its property at a fair valuation or if
the present fair saleable value of its assets is less than the amount that
will be required to pay its probable liability on its existing debts, as they
become absolute and mature.

We, meaning only MGM MIRAGE, have no operations of our own and derive all
of our revenue from our subsidiaries. If a guarantee of the notes by a
subsidiary were avoided as a fraudulent transfer, holders of other
indebtedness of, and trade creditors of, that subsidiary would generally be
entitled to payment of their claims from the assets of the subsidiary before
such assets could be made available for distribution to us to satisfy our own
obligations. The indenture for the notes will not limit the incurrence of
additional indebtedness by us and our subsidiaries or limit investments by us
in our subsidiaries.

We may require you to dispose of your notes or redeem your notes if any gaming
authority finds you unsuitable to hold them.

We may require you to dispose of your notes or redeem your notes if any
gaming authority finds you unsuitable to hold them or in order to otherwise
comply with any gaming laws to which we or any of our subsidiaries are or may
become subject, as more fully described in the sections entitled "Regulation
and Licensing" and "Description of the Notes--Mandatory Disposition Pursuant
to Gaming Laws."

An active trading market may not develop for these notes.

Prior to this offering, there was no public market for the notes. We have
been informed by the underwriters that they intend to make a market in the
notes after we complete this offering. However, the underwriters may cease
their market-making activities at any time. In addition, the liquidity of the
trading market in these notes,

S-8

and the market price quoted for these notes, may be adversely affected by
changes in the overall market for these types of securities and by changes in
our financial performance or prospects or in the prospects for companies in
our industry generally. As a result, you cannot be sure that an active trading
market will develop for these notes.

Risks Related to MGM MIRAGE and the Gaming Industry

The gaming industry is highly competitive.

To the extent that hotel room capacity is expanded by others in a city
where our hotel/casinos are located, competition will increase. The completion
of a number of room expansion projects and the opening of new hotel/casinos
led to an approximate 10% increase in hotel room capacity in Las Vegas in 1999
compared to 1998, thereby increasing competition in all segments of the Las
Vegas market. Three new mega-resorts opened in Las Vegas in 1999, and one
opened in 2000. New additions to the Las Vegas market could adversely impact
our future results. The business of our Nevada hotel/casinos might also be
adversely affected if gaming operations of the type conducted in Nevada were
to be permitted under the laws of other states, particularly California.
Similarly, legalization of gaming operations in any jurisdiction located near
Detroit, Michigan or Atlantic City, New Jersey, or the establishment of new
large-scale gaming operations on nearby Native American tribal lands, could
adversely affect our Detroit casino or our planned Atlantic City operations.
Any expansion of gaming activities in the Gulf Coast region could also have an
adverse effect on our Beau Rivage hotel/casino in Biloxi, Mississippi.

Gaming referenda have been approved or are being proposed in Mississippi and
California and adoption of these referenda could have a material adverse
effect on our business.

Voters in California approved an amendment to the California constitution
on March 7, 2000 that gave Native American tribes in California the right to
offer a limited number of slot machines and a range of house-banked card
games. A number of Native American tribes have already signed and others have
begun signing gaming compacts with the State of California. If the compacts
are subsequently approved by the federal government, casino-style gaming will
be legal in California on those tribal lands. At this time, we cannot
determine the impact this will have on our Nevada casinos.

In Mississippi, in three separate instances, referenda were proposed which,
if approved, would have amended the Mississippi constitution to ban gaming in
Mississippi and would have required all currently legal gaming entities to
cease operations within two years of the ban. All three of the proposed
referenda have been ruled illegal by Mississippi state trial court judges. The
proponents of the most recent referendum filed a notice of appeal of the trial
court ruling with the Mississippi Supreme Court. The Mississippi Supreme Court
affirmed the trial court ruling. Any such referendum must be approved by the
Mississippi Secretary of State and signatures of approximately 98,000
registered voters must be gathered and certified in order for such a proposal
to be included on a statewide ballot for consideration by the voters. The next
election for which the proponents could attempt to place such a proposal on
the ballot would be in November 2002. While it is too early in the process for
us to make any predictions with respect to whether such a referendum will
appear on a ballot or the likelihood of such a referendum being approved by
the voters, if such a referendum were passed and gaming were prohibited in
Mississippi, it would have a material adverse effect on our Mississippi gaming
operations.

The gaming industry is highly regulated and we must adhere to various
regulations, maintain our licenses and pay gaming taxes to continue our
operations.

The ownership, management and operation of gaming facilities are subject to
extensive federal, state, provincial, tribal and/or local laws, regulations
and ordinances, which are administered by the relevant regulatory agency or
agencies in each jurisdiction. These laws, regulations and ordinances vary
from jurisdiction to jurisdiction, but generally concern the responsibility,
financial stability and character of the owners and managers of gaming
operations as well as persons financially interested or involved in gaming
operations. For a summary of gaming regulations that affect our business, see
"Regulation and Licensing." The regulatory environment in any particular
jurisdiction may change in the future and any such change could have a
material adverse effect on

S-9

our results of operations. In addition, we are subject to various gaming
taxes, which are subject to possible increase at any time. A proposed
initiative is currently being circulated in Nevada to obtain the required
signatures to qualify it for consideration by the Nevada Legislature in its
2001 session or by Nevada voters on the ballot in November 2002. If adopted as
proposed, this initiative would significantly increase taxes on our gaming
revenues in Nevada.

The National Gambling Impact Study Commission's recommendations may adversely
affect the gaming industry and our operations.

A National Gambling Impact Study Commission was established by the U.S.
Congress to conduct a comprehensive study of the social and economic impact of
legal gaming in the U.S. On April 28, 1999, the National Commission voted to
recommend that the expansion of gaming be curtailed. In June 1999, the
National Commission issued a final report of its findings and conclusions,
together with recommendations for legislative and administrative actions.
Below are highlights of some of those recommendations:

. Legal gaming should be restricted to those at least 21 years of age;

. Betting on college and amateur sports should be banned;

. The introduction of casino-style gaming at pari-mutuel racing facilities
for the primary purpose of saving the pari-mutuel facility financially
should be prohibited;

. Internet gaming should be banned within the U.S.;

. The types of gaming activities allowed by Native American tribes within
a given state should not be inconsistent with the gaming activities
allowed to other persons in that state; and

. State, local and tribal governments should recognize that casino gaming
provides economic development, particularly for economically depressed
areas. The National Commission differentiated casino gaming from stand-
alone slot machines (e.g., in convenience stores), internet gaming and
lotteries, which the National Commission stated do not provide the same
economic benefits.

Any additional regulation of the gaming industry which may result from the
National Commission's report may have an adverse effect on the gaming
industry, including us.

Tracinda Corporation owns a majority of our common stock and may influence our
Board of Directors and affairs.

Tracinda Corporation and its sole stockholder beneficially own
approximately 60% of our outstanding common stock. Tracinda has the ability to
elect our entire Board of Directors and determine the outcome of other matters
submitted to our stockholders, such as the approval of significant
transactions.

Risks Related to Our Acquisition of Mirage

We may experience difficulties integrating Mirage into our operations.

We are proceeding with the integration of the operations of Mirage.
However, we cannot assure you that we will be able to integrate these
operations without encountering difficulties. These difficulties could include
integrating different business strategies with respect to marketing,
integrating personnel with disparate business backgrounds and corporate
cultures, integrating different reservations systems and other technology and
managing relationships with other business partners. We have accrued
approximately $131.3 million for costs associated with the Mirage acquisition
and related integration activities, of which approximately $65.8 million had
been expended as of June 30, 2000. We cannot assure you that this accrual will
be adequate to cover all of the costs associated with the integration of
Mirage into our operations. Furthermore, the integration of operations may
temporarily distract management from our day-to-day business. For these
reasons, we cannot assure you that we will be able to integrate successfully
the Mirage operations.

S-10

We may not achieve the expected synergies from our acquisition of Mirage.

Our management believes that our acquisition of Mirage will allow us to
achieve significant cost savings related to duplicative departments, redundant
infrastructure and operating efficiencies, as well as revenue enhancement
opportunities upon full integration of Mirage. We have already eliminated
approximately $47 million of annual costs since our acquisition of Mirage on
May 31, 2000. However, the anticipated further benefits are based on
projections and assumptions, not actual results. As a result, we cannot assure
you that we will realize the anticipated benefits. Our ability to realize
these benefits could be adversely affected by difficulties in integrating
Mirage, the inability to achieve certain economies of scale and other risks
associated with achieving expected revenue enhancements and cost savings.

S-11

USE OF PROCEEDS

We plan to use the net proceeds from the offering of the notes
(approximately $839.4 million after underwriting discounts and commissions and
before expenses) to repay a portion of the outstanding amount under our $1.3
billion term loan. The term loan, which is due April 6, 2001, was entered into
as of April 11, 2000, and we borrowed the entire amount on May 31, 2000. The
term loan bears interest (currently 7.87% per annum) based upon the Eurodollar
or base rate existing at the time of determination. The proceeds of the term
loan were used to finance a portion of the consideration paid for our
acquisition of Mirage.

S-12

CAPITALIZATION

The following table sets forth our unaudited consolidated capitalization as
of June 30, 2000 on a historical basis and after giving effect to the issuance
of the notes offered hereby and the application of the proceeds therefrom as
described in "Use of Proceeds."

June 30, 2000
---------------------
As
Actual Adjusted
---------- ----------
(in thousands)

Cash and cash equivalents......................... $ 211,388 $ 211,388
========== ==========
Long term debt (including current maturities):
Senior revolving credit facilities (1).......... $2,795,000 $2,795,000
Senior term loan facility....................... 1,300,000 460,591(4)
MGM Grand Detroit, LLC credit facility.......... 116,000 116,000
Australian bank facility........................ 31,121 31,121
Capitalized lease obligations................... 15,547 15,547
Existing MGM MIRAGE notes (2):
$300 million 6.95% senior notes due 2005, net
of discount.................................. 296,148 296,148
$200 million 6.875% senior notes due 2008, net
of discount.................................. 197,775 197,775
$710 million 9.75% senior subordinated notes
due 2007, net of discount.................... 701,322 701,322
Existing Mirage notes (3):
$200 million 6.625% notes due 2005, net of
discount..................................... 179,603 179,603
$250 million 7.25% notes due 2006, net of dis-
count........................................ 223,734 223,734
$200 million 6.75% notes due 2007, net of dis-
count........................................ 171,639 171,639
$200 million 6.75% notes due 2008, net of dis-
count........................................ 170,050 170,050
$100 million 7.25% debentures due 2017, net of
discount..................................... 79,201 79,201
Other notes................................... 1,559 1,559
Notes offered hereby:
$850 million 8.50% senior notes due 2010, net
of discount.................................. -- 844,934
---------- ----------
Total long term debt........................ 6,278,699 6,284,224
Total stockholders' equity.................. 2,254,142 2,254,142
---------- ----------
Total capitalization........................ $8,532,841 $8,538,366
========== ==========

- --------
(1) Includes borrowings under the five-year senior revolving credit facility
and the 364-day senior revolving credit facility. Subsequent to June 30,
2000 and as of September 5, 2000, we repaid $139 million of outstanding
borrowings under our senior revolving credit facilities.

(2) The existing MGM MIRAGE notes are guaranteed by all wholly owned U.S.
subsidiaries of MGM MIRAGE except for U.S. holding companies of foreign
subsidiaries.

(3) The existing Mirage notes are guaranteed by MGM MIRAGE and each MGM MIRAGE
subsidiary which guarantees the existing MGM MIRAGE notes (other than
Mirage, which remains the primary obligor under the Mirage notes).

(4) After estimated underwriters' discounts and commissions and before
deduction of expenses.

S-13

DIVIDEND POLICY

On March 31, 2000, we paid approximately $11.3 million ($0.10 per share) in
cash dividends to our stockholders of record on February 10, 2000. As a result
of our acquisition of Mirage, our Board of Directors discontinued the
previously announced dividend policy on April 17, 2000. For the foreseeable
future, we do not anticipate paying additional dividends. We intend to retain
any earnings to fund the operation of our business and to service and repay
our debt rather than pay cash dividends to our stockholders. Furthermore, as a
holding company with no independent operations, our ability to pay dividends
will depend upon the receipt of dividends or other payments from our
subsidiaries. Our senior credit facilities contain financial covenants that
could restrict our ability to pay dividends.

S-14

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

MGM MIRAGE
UNAUDITED PRO FORMA STATEMENT OF INCOME
SIX MONTHS ENDED JUNE 30, 2000

MGM MIRAGE Mirage Pro Forma MGM MIRAGE
Historical Historical Adjustments as Adjusted
(Note 1) (Note 1) (Note 2) for Acquisition
---------- ---------- ----------- ---------------
(in thousands, except per share amounts)

Revenues:
Casino................. $ 683,865 $ 533,002 $ -- $1,216,867
Rooms.................. 182,254 244,693 -- 426,947
Food and beverage...... 140,156 216,088 -- 356,244
Entertainment, retail
and other............. 144,717 197,170 -- 341,887
Income from
unconsolidated
affiliate............. 2,740 16,562 -- 19,302
---------- ---------- -------- ----------
1,153,732 1,207,515 -- 2,361,247
Less: Promotional
allowances............ (83,689) (118,730) -- (202,419)
---------- ---------- -------- ----------
1,070,043 1,088,785 -- 2,158,828
---------- ---------- -------- ----------
Expenses:
Casino................. 319,923 289,116 -- 609,039
Rooms.................. 52,753 63,091 -- 115,844
Food and beverage...... 84,190 128,238 -- 212,428
Entertainment, retail
and other............. 83,800 144,291 -- 228,091
Provision for doubtful
accounts and
discounts............. 33,862 30,217 -- 64,079
General and
administrative........ 152,031 149,883 -- (a) 301,914
Preopening and other... 2,199 4,804 -- 7,003
Restructuring costs.... 23,519 -- -- 23,519
Write-Downs and
impairments .......... 102,225 -- -- 102,225
Depreciation and
amortization.......... 98,390 93,683 (6,177)(b) 185,896
---------- ---------- -------- ----------
952,892 903,323 (6,177) 1,850,038
---------- ---------- -------- ----------
Operating Profit Before
Corporate Expense ..... 117,151 185,462 6,177 308,790
Corporate expense...... 13,507 17,645 -- (a) 31,152
---------- ---------- -------- ----------
Operating Income........ 103,644 167,817 6,177 277,638
---------- ---------- -------- ----------
Nonoperating Income
(Expense):
Interest income........ 7,725 2,349 -- 10,074
Interest expense, net
of amounts
capitalized........... (69,460) (48,346) (81,061)(c) (198,867)
Interest expense from
unconsolidated
affiliate............. (273) (1,356) -- (1,629)
Other, net............. (512) (1,312) -- (1,824)
---------- ---------- -------- ----------
(62,520) (48,665) (81,061) (192,246)
---------- ---------- -------- ----------
Income Before Income
Taxes and Extraordinary
Item .................. 41,124 119,152 (74,884) 85,392
Provision for income
taxes................. (15,080) (42,402) 24,343 (d) (33,139)
---------- ---------- -------- ----------
Income Before
Extraordinary Item..... $ 26,044 $ 76,750 $(50,541) $ 52,253
========== ========== ======== ==========
Per Share of Common
Stock:
Income per basic share
before extraordinary
item.................. $ 0.20 $ 0.33 (a)
========== ==========
Income per diluted
share before
extraordinary item.... $ 0.20 $ 0.32 (a)
========== ==========
Basic Shares
Outstanding............ 131,399 27,489 (e) 158,888
========== ======== ==========
Diluted Shares
Outstanding............ 133,748 27,489 (e) 161,237
========== ======== ==========

S-15

MGM MIRAGE
UNAUDITED PRO FORMA STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1999

Revenues:
Casino................. $ 873,781 $1,243,625 $ -- $2,117,406
Rooms.................. 251,207 522,566 -- 773,773
Food and beverage...... 161,301 456,811 -- 618,112
Entertainment, retail
and other............. 211,837 426,850 -- 638,687
Income from
unconsolidated
affiliate............. 6,084 32,109 -- 38,193
---------- ---------- --------- ----------
1,504,210 2,681,961 -- 4,186,171
Less: Promotional
allowances............ (112,560) (247,179) -- (359,739)
---------- ---------- --------- ----------
1,391,650 2,434,782 -- 3,826,432
---------- ---------- --------- ----------
Expenses:
Casino................. 417,491 690,179 -- 1,107,670
Rooms.................. 75,064 164,610 -- 239,674
Food and beverage...... 100,871 314,689 -- 415,560
Entertainment, retail
and other............. 119,324 300,052 -- 419,376
Provision for doubtful
accounts and
discounts............. 47,157 31,911 -- 79,068
General and
administrative........ 209,938 328,390 -- (a) 538,328
Preopening and other... 71,495 42,130 -- 113,625
Depreciation and
amortization.......... 125,985 205,163 (11,660)(b) 319,488
---------- ---------- --------- ----------
1,167,325 2,077,124 (11,660) 3,232,789
---------- ---------- --------- ----------
Operating Profit Before
Corporate Expense...... 224,325 357,658 11,660 593,643
Corporate expense...... 14,457 49,686 -- (a) 64,143
---------- ---------- --------- ----------
Operating Income........ 209,868 307,972 11,660 529,500
---------- ---------- --------- ----------
Nonoperating Income
(Expense):
Interest income........ 2,142 6,620 -- 8,762
Interest expense, net
of amounts
capitalized........... (59,853) (117,525) (198,332)(c) (375,710)
Interest expense from
unconsolidated
affiliate............. (1,058) (2,945) -- (4,003)
Other, net............. (946) 23,968 -- 23,022
---------- ---------- --------- ----------
(59,715) (89,882) (198,332) (347,929)
---------- ---------- --------- ----------
Income Before Income
Taxes, Extraordinary
Item and Cumulative
Effect of Change in
Accounting Principle... 150,153 218,090 (186,672) 181,571
Provision for income
taxes................. (55,029) (77,122) 61,098 (d) (71,053)
---------- ---------- --------- ----------
Income Before
Extraordinary Item and
Cumulative Effect of
Change in Accounting
Principle.............. $ 95,124 $ 140,968 $(125,574) $ 110,518
========== ========== ========= ==========
Per Share of Common
Stock:
Income per basic share
before extraordinary
item and cumulative
effect of change in
accounting principle.. $ 0.82 $ 0.68 (a)
========== ==========
Income per diluted
share before
extrtaordinary item
and cumulative effect
of change in
accounting principle.. $ 0.80 $ 0.66 (a)
========== ==========
Basic Shares
Outstanding............ 116,580 46,500 (e) 163,080
========== ========= ==========
Diluted Shares
Outstanding............ 120,086 46,500 (e) 166,586
========== ========= ==========

S-16

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Note 1--Historical financial information for MGM MIRAGE and Mirage for the
year ended December 31, 1999 and for MGM MIRAGE for the six months ended June
30, 2000 has been derived from the MGM MIRAGE and Mirage historical financial
statements. The Mirage historical information for 2000 represents the
financial results for the period through May 31, 2000. Included in the
historical financial information for MGM MIRAGE are the operating results of
Primadonna and New York-New York since their acquisition on March 1, 1999 and
the operating results of Mirage since the May 31, 2000 acquisition.

Note 2--The following table sets forth the determination and preliminary
allocation of the purchase price based on the $21.00 per share paid by MGM
MIRAGE to Mirage shareholders.

Amount
--------------
(in thousands)

Merger consideration (190.5 million shares of Mirage common
stock plus 35.5 million Mirage stock options)............. $4,396,548
Estimated fair value of Mirage debt assumed or repaid by
MGM MIRAGE................................................ 1,874,319
Transaction related costs and expenses..................... 131,300
----------
$6,402,167
==========

The preliminary allocation of the purchase price is as
follows:
Land....................................................... $4,068,525
Buildings, furniture, fixtures and equipment............... 2,880,664
Goodwill................................................... 28,545
Other, net................................................. (575,567)
----------
$6,402,167
==========

The final purchase price and its allocation will be based on appraisals,
discounted cash flows, quoted market prices and estimates by management and is
expected to be completed within one year of the closing of the Mirage
acquisition.

The following are brief descriptions of the pro forma adjustments to the
statements of income to reflect MGM MIRAGE's acquisition of Mirage.

(a) Upon full integration of the Mirage acquisition, we expect to achieve
approximately $95 million (after-tax of approximately $61.8 million or $0.38
per diluted share) in cost savings related to duplicative departments and
redundant infrastructure, the benefit of operational efficiencies or revenue
enhancement opportunities. We have already eliminated approximately $47
million of annual costs since the Mirage acquisition. The estimated further
benefits are based on projections and assumptions, not actual experience. As a
result, our ability to realize these benefits could be adversely impacted by
difficulties integrating Mirage into MGM MIRAGE, the inability to achieve
certain economies of scale or other risks associated with achieving these
projected cost savings. We cannot assure you that these cost savings or
revenue enhancements will be achieved.

(b) Represents the reduction in depreciation expense resulting from the
reduction in carrying value of certain Mirage property and equipment, offset
in part by amortization of goodwill and other intangible assets to which the
purchase price is allocated. The amortization of goodwill is on a straight-
line basis over 40 years and the amortization of other intangibles (which
include customer lists and trademarks) is on a straight-line basis over five
or 40 years.

(c) Represents the additional interest cost associated with debt totaling
$3.2 billion used to fund the acquisition consideration and the amortization
of approximately $127 million of Mirage debt discount, offset in part by
additional capitalized interest on Mirage projects in development. Additional
pro forma interest cost totals

S-17

$300.2 million for the year ended December 31, 1999 and $125.4 million for the
first five months of 2000. Additional capitalized interest totals $101.9
million for the year ended December 31, 1999 and $44.4 million for the first
five months of 2000.

(d) Represents the tax effect of the pro forma adjustments.

(e) Represents the MGM MIRAGE shares issued in the April 18, 2000 private
equity placement of 46.5 million shares at $26.50 per share less, for 2000,
the number of such shares already included in the historical outstanding share
amounts.

S-18

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

MGM MIRAGE (formerly MGM Grand, Inc.)

Our selected consolidated financial and other data presented below as of
and for the five years ended December 31, 1999 have been derived from our
audited consolidated financial statements. Our audited consolidated financial
statements were audited by Arthur Andersen LLP, independent public
accountants. The selected consolidated financial and other data as of and for
the six months ended June 30, 1999 and June 30, 2000 have been derived from
our unaudited consolidated financial statements and include all adjustments
(consisting only of normal recurring adjustments) which are, in our opinion,
necessary for a fair presentation of our financial position at such dates and
results of operations for such periods. The results of operations for the six
months ended June 30, 2000 are not necessarily indicative of the results for
the full year.

Six Months Ended
Year Ended December 31, June 30,
----------------------------------------------------------- -----------------------
1995 1996 1997 1998 1999 1999 2000
---------- ---------- ---------- ---------- ----------- ---------- -----------
(dollars in thousands, except for per share data)

Statement of Income
Data:
Gross revenues.......... $ 774,756 $ 856,438 $ 891,330 $ 840,082 $ 1,504,210 $ 618,577 $ 1,153,732
Less: Promotional
allowances............ (55,975) (56,249) (63,733) (66,219) (112,560) (48,150) (83,689)
---------- ---------- ---------- ---------- ----------- ---------- -----------
Net revenues............ 718,781 800,189 827,597 773,863 1,391,650 570,427 1,070,043
Operating expenses..... (598,934) (603,604) (604,637) (631,600) (1,095,830) (449,750) (824,949)
Master plan asset
disposition........... -- (49,401) (28,566) -- -- -- --
Preopening and other... -- (7,868) -- -- (71,495) (22,917) (2,199)
Restructuring costs.... (5,942) -- -- -- -- -- (23,519)
Write-Downs and
impairments........... -- -- -- -- -- -- (102,225)
Corporate expense...... (10,082) (10,022) (3,424) (10,689) (14,457) (9,627) (13,507)
---------- ---------- ---------- ---------- ----------- ---------- -----------
Operating income........ 103,823 129,294 190,970 131,574 209,868 88,133 103,644
Interest income........ 2,896 4,247 1,268 12,997 2,142 697 7,725
Interest expense, net
of amounts
capitalized........... (59,329) (33,778) (1,242) (24,613) (59,853) (20,151) (69,460)
Interest expense from
unconsolidated
affiliate............. -- -- (9,891) (8,376) (1,058) (1,058) (273)
Other, net............. (825) (612) (804) (2,054) (946) (533) (512)
---------- ---------- ---------- ---------- ----------- ---------- -----------
Income before income
taxes, extraordinary
item and cumulative
effect of change in
accounting principle... 46,565 99,151 180,301 109,528 150,153 67,088 41,124
Provision for income
taxes................. -- (24,634) (65,045) (40,580) (55,029) (24,491) (15,080)
---------- ---------- ---------- ---------- ----------- ---------- -----------
Income before
extraordinary item and
cumulative effect of
change in accounting
principle.............. $ 46,565 $ 74,517 $ 115,256 $ 68,948 $ 95,124 $ 42,597 $ 26,044
========== ========== ========== ========== =========== ========== ===========
Net income.............. $ 46,565 $ 43,706 $ 111,018 $ 68,948 $ 86,058 $ 33,531 $ 25,311
========== ========== ========== ========== =========== ========== ===========
Diluted income per share
before extraordinary
item and cumulative
effect of change in
accounting principle... $ 0.48 $ 0.68 $ 0.98 $ 0.61 $ 0.80 $ 0.36 $ 0.20
Cash dividends per
common share........... $ -- $ -- $ -- $ -- $ -- $ -- $ 0.10

Other Financial Data:
EBITDA (1).............. $ 175,779 $ 258,781 $ 287,064 $ 218,547 $ 421,805 $ 170,638 $ 343,484
EBITDA Margin........... 24.5% 32.3% 34.7% 28.2% 30.3% 29.9% 32.1%
Cash flows from
operating activities... 114,544 245,151 184,012 171,680 289,877 104,183 284,932
Cash flows from
investing activities... (166,034) (120,815) (201,778) (405,733) (386,693) (207,939) (5,501,533)
Cash flows from
financing activities... 85,648 (172,941) (9,040) 281,403 136,382 129,320 5,306,467
Depreciation and
amortization........... 55,315 62,196 64,104 76,284 125,985 50,351 99,510
Capital expenditures
(2).................... 37,447 84,775 227,756 361,942 375,260 235,446 125,068
Ratio of earnings to
fixed charges (3)...... 1.65x 2.78x 10.11x 2.94x 2.73x 2.80x 1.30x

Other Operating Data
(end of period):
Rooms................... 5,102 5,101 7,134 7,134 9,796 9,796 26,373
Casino square footage... 195,336 195,336 292,336 365,836 574,236 499,236 1,204,200
Number of slot
machines............... 3,877 4,113 6,728 8,793 15,451 12,897 28,312
Number of table games... 190 198 268 326 514 424 1,122

Balance Sheet Data (end
of period):
Cash and cash
equivalents............ $ 110,017 $ 61,412 $ 34,606 $ 81,956 $ 121,522 $ 107,520 $ 211,388
Total assets............ 1,275,883 1,275,121 1,389,816 1,761,180 2,754,099 2,667,283 10,734,268
Total debt (4).......... 563,712 94,022 68,365 545,049 1,330,206 1,058,218 6,278,699
Total stockholders'
equity................. 584,548 973,382 1,101,622 964,381 1,033,846 1,259,876 2,254,142

- -------
See footnotes on following page.

S-19

- --------

(1) EBITDA consists of operating income plus depreciation and amortization,
one-time charges (which consist of master plan asset disposition,
preopening and other, restructuring costs and write-downs and
impairments) and corporate expense. EBITDA should not be construed as an
alternative to operating income, as an indicator of our operating
performance, or as an alternative to cash flows generated by operating,
investing or financing activities as an indicator of cash flows, or a
measure of liquidity, or as any other measure of performance determined
in accordance with generally accepted accounting principles. In addition,
it should be noted that not all gaming companies that report EBITDA
calculate this measure in the same manner as MGM MIRAGE, and therefore,
our measure of EBITDA may not be comparable to similarly titled measures
used by other gaming companies.

(2) During 1996, $16.1 million, $13.1 million and $29.7 million was expended
on the MGM Grand Las Vegas master plan, the refurbishment of MGM Grand
Australia and the development of MGM Grand Atlantic City, respectively.
During 1997, $174.1 million and $16.5 million was expended on the MGM
Grand Las Vegas master plan and the development of MGM Grand Atlantic
City, respectively. During 1998, $304.8 million, $5.5 million and $5.0
million was expended on the master plan, the development of MGM Grand
Atlantic City and the development of MGM Grand Detroit interim casino,
respectively. During 1999, $83.1 million, $14.7 million and
$161.9 million was expended on the master plan, the development of MGM
Grand Atlantic City and the development of MGM Grand Detroit interim
casino, respectively. During the six months ended June 30, 1999,
$70.1 million, $2.4 million and $116.7 million was expended on the master
plan, the development of MGM Grand Atlantic City and the development of
MGM Grand Detroit interim casino, respectively. During the six months
ended June 30, 2000, $25.5 million was expended related to pre-
construction activities and land acquisitions associated with ongoing
development projects, including capitalized interest.

(3) For purposes of computing the ratio of earnings to fixed charges: (i)
"earnings" consist of income from continuing operations before income
taxes and fixed charges, adjusted to exclude capitalized interest, and
(ii) "fixed charges" consist of interest, whether expensed or
capitalized, amortization of debt discount and issuance costs and our
proportionate share of interest cost of 50%-owned joint ventures.

(4) Includes current and long term portions of capitalized lease obligations
and long term debt.

S-20

Mirage Resorts, Incorporated

Mirage's selected consolidated financial and other data presented below as
of and for the five years ended December 31, 1999 have been derived from
Mirage's audited consolidated financial statements. Mirage's audited
consolidated financial statements were audited by Arthur Andersen LLP,
independent public accountants. Certain of Mirage's financial information has
been reclassified to conform with our presentation.

Year Ended December 31,
---------------------------------------------------------------
1995 1996 1997 1998 1999
----------- ----------- ----------- ----------- -----------
(in thousands, except for other operating data)

Statement of Income
Data:
Gross revenues.......... $ 1,453,716 $ 1,500,714 $ 1,551,514 $ 1,679,970 $ 2,681,961
Less: Promotional
allowances............ (122,972) (128,813) (127,498) (153,167) (247,179)
----------- ----------- ----------- ----------- -----------
Net revenues............ 1,330,744 1,371,901 1,424,016 1,526,803 2,434,782
Operating expenses..... (1,010,629) (1,023,294) (1,063,317) (1,234,358) (2,034,994)
Corporate expense...... (36,028) (31,580) (29,193) (48,953) (49,686)
Preopening and other
related promotional
expense............... -- -- -- (88,313) (42,130)
----------- ----------- ----------- ----------- -----------
Operating income........ 284,087 317,027 331,506 155,179 307,972
Interest expense....... (32,799) (31,106) (70,350) (130,598) (147,359)
Interest capitalized... 9,616 24,281 62,673 97,870 29,834
Interest expense from
unconsolidated
affiliate............. -- (4,357) (5,465) (3,074) (2,945)
Income from terminated
acquisition effort.... -- -- -- -- 24,462
Other, including
interest income....... 4,357 12,563 6,715 15,801 6,126
----------- ----------- ----------- ----------- -----------
Income before income
taxes, extraordinary
item and cumulative
effect of change in
accounting principle... 265,261 318,408 325,079 135,178 218,090
Provision for income
taxes................. (95,313) (112,363) (115,276) (49,953) (77,122)
----------- ----------- ----------- ----------- -----------
Income before
extraordinary item and
cumulative effect of
change in accounting
principle.............. $ 169,948 $ 206,045 $ 209,803 $ 85,225 $ 140,968
=========== =========== =========== =========== ===========
Net income.............. $ 163,163 $ 206,045 $ 207,578 $ 81,704 $ 110,391
=========== =========== =========== =========== ===========
Diluted income per share
before extraordinary
item and cumulative
effect of change in
accounting principle... $ 0.88 $ 1.05 $ 1.09 $ 0.45 $ 0.70
Cash dividends per
share.................. $ -- $ -- $ -- $ -- $ --

Other Financial Data:
EBITDA (1).............. $ 406,338 $ 435,268 $ 448,655 $ 397,743 $ 604,951
EBITDA Margin........... 30.5% 31.7% 31.5% 26.1% 24.8%
Cash flows from
operating activities... 326,954 331,880 293,957 279,855 429,166
Cash flows from
investing activities... (200,092) (383,369) (1,196,421) (1,280,404) (507,214)
Cash flows from
financing activities... (125,978) 85,371 919,893 976,026 142,722
Depreciation and
amortization........... 86,223 86,661 87,956 105,298 205,163
Capital expenditures
(2).................... 182,993 407,276 1,058,900 1,158,497 509,399
Ratio of earnings to
fixed charges (3)...... 8.15x 8.37x 4.38x 1.27x 2.21x

Other Operating Data
(end of period):
Rooms................... 8,229 11,222 11,222 14,881 16,577
Casino square footage... 255,900 337,900 351,000 538,000 630,000
Number of slot
machines............... 7,070 9,125 8,830 12,005 13,865
Number of table games... 316 382 377 530 593

Balance Sheet Data (end
of period):
Cash and cash
equivalents............ $ 48,026 $ 81,908 $ 99,337 $ 74,814 $ 139,488
Total assets............ 1,791,713 2,143,490 3,347,350 4,530,202 4,804,306
Total debt (4).......... 249,063 468,593 1,397,655 2,378,911 2,210,279
Total stockholders'
equity................. 1,209,343 1,290,883 1,512,484 1,601,837 2,023,902

- -------
See footnotes on following page.

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- --------
(1) EBITDA consists of operating income plus preopening and related
promotional expense, corporate expense and depreciation and amortization.
EBITDA should not be construed as an alternative to operating income, as
an indicator of Mirage's operating performance, or as an alternative to
cash flows generated by operating, investing or financing activities as an
indicator of cash flows, or a measure of liquidity, or as any other
measure of performance determined in accordance with generally accepted
accounting principles. In addition, it should be noted that not all gaming
companies that report EBITDA calculate this measure in the same manner as
shown herein, and therefore, EBITDA may not be comparable to similarly
titled measures used by other gaming companies.

(2) Capital expenditures in 1995 include $59.3 million associated with room
enhancement projects at The Mirage and the Golden Nugget in Las Vegas. The
1995 amount also includes $25.1 million related to the design and
construction of Bellagio and $23.2 million associated with the acquisition
of land in Biloxi, Mississippi for the site of Beau Rivage. Additionally,
capital expenditures in 1995 include $17.2 million for the purchase of
corporate aircraft. During 1996, capital expenditures include $266.2
million and $31.8 million associated with the construction and development
of Bellagio and Beau Rivage, respectively. During 1997, capital
expenditures include $728.9 million related to the construction of
Bellagio and $172.3 million related to the construction of Beau Rivage.
Capital expenditures in 1997 also include $29.5 million for the
acquisition of corporate aircraft, $27.6 million for the purchase of land
on the Las Vegas Strip and $18.8 million associated with a hotel lobby
remodel project at Treasure Island. During 1998, $617.4 million relates to
the completion of Bellagio, and $268.0 million relates to the ongoing
construction of Beau Rivage. The 1998 amount also includes $118.8 million
associated with land acquisitions on the Las Vegas Strip and $42.7 million
for the purchase of corporate aircraft. For the year ended December 31,
1999, capital expenditures include $176.7 million for the completion of
Beau Rivage, $57.2 million associated with a room enhancement project at
Treasure Island and $40.1 million for the acquisition of fine art. The
1999 annual amount also includes $22.8 million associated with
construction projects at The Mirage, including a new theatre and
additional convention, meeting and exhibit space.

(3) For purposes of computing the ratio of earnings to fixed charges: (i)
"earnings" consist of income from continuing operations before income
taxes and fixed charges, adjusted to exclude capitalized interest and (ii)
"fixed charges" consist of interest, whether expensed or capitalized,
amortization of debt discount and issuance costs and Mirage's
proportionate share of interest cost of 50%-owned joint ventures.

(4) Includes current and long term portions of long term debt.

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BUSINESS AND PROPERTIES

MGM MIRAGE

MGM MIRAGE is a leading operator of first class hotel/casino resorts with
an emphasis on the total gaming and entertainment experience. We own and
operate the MGM Grand Las Vegas, Bellagio, The Mirage, Treasure Island and the
New York-New York Hotel and Casino, and we own a 50% interest in the joint
venture that owns and operates the Monte Carlo Resort & Casino. These are six
of the most prominent hotel/casino resorts on the Las Vegas Strip. We also own
and operate the Golden Nugget hotel and casino in downtown Las Vegas, the
Golden Nugget Laughlin, located in Laughlin, Nevada, Whiskey Pete's, Buffalo
Bill's and the Primm Valley Resort, located in Primm, Nevada, and Beau Rivage,
a beachfront resort located in Biloxi, Mississippi, and the Holiday Inn(R)
Casino Boardwalk on the Las Vegas Strip. On July 29, 1999, we opened the MGM
Grand Detroit casino in Detroit, Michigan. We also own and operate the MGM
Grand Hotel and Casino in Darwin, Australia, and we manage one permanent and
two temporary casinos in two provinces of South Africa.

Business Strategy

Our objective is to be the premier gaming company in the world. The key
elements of our strategy are to:

. own and operate "must-see" entertainment destinations;

. maintain a strong focus on the Nevada gaming market with selective
geographic diversity in domestic and international gaming markets;

. target the upper-middle and premium segments of the gaming customer
base; and

. focus on operational cost controls and revenue enhancement opportunities
to achieve superior EBITDA margins.

Over time, the gaming industry has evolved from primarily a casino business
to a more diverse entertainment and tourism industry. As a result of this
development, traditional casinos have been replaced by larger, more attractive
hotel/casino resorts that appeal to several types of customers. This
transformation has been particularly evident in the Las Vegas Strip gaming
market over the past few years. We believe that our hotel/casino resorts on
the Las Vegas Strip (MGM Grand Las Vegas, Bellagio, The Mirage, Treasure
Island and New York-New York), as well as the 50% owned Monte Carlo, represent
"must-see" entertainment destinations for a significant portion of visitors to
Las Vegas. We intend to capitalize on the visitor attraction to these six
properties to generate revenues from gaming, restaurants, entertainment and
other sources.

We generate the majority of our revenue from our Nevada properties. The
Nevada market has displayed steady growth over the past several years. Most
recently, the number of visitors to Las Vegas increased 10.5% in 1999 to 33.8
million visitors. Given the strength of each property in the Nevada gaming
market, as well as the growth of this market, we will maintain our primary
business focus in this region. In order to diversify our business outside the
Nevada market, particularly the Las Vegas Strip market, and to capitalize on
the strength of other gaming markets, we own or operate gaming properties in
other locations domestically and internationally. We have six major properties
on the Las Vegas Strip, five major properties in other Nevada markets, two
properties in other leading domestic gaming markets (Detroit, Michigan and
Biloxi, Mississippi) and four properties in international gaming markets
(Australia and South Africa).

We have historically focused our marketing efforts on the upper-middle and
premium segments of the gaming customer base. We believe that the demographic
elements of these groups, such as amount of disposable income, length of stay
and willingness to spend money, position these segments as the market's most
attractive customers. Given Mirage's similar focus on the upper-middle and
premium segments of the gaming customer base, the Mirage acquisition should
give us greater access to a larger portion of our target customer base while
reducing redundant costs. We also believe that our hotel/casino resorts have
global brand names which reach the full breadth of this large customer base.
We anticipate opportunities to leverage this larger customer base to

S-23

generate additional revenues by cross-marketing other products and services,
including restaurants, entertainment venues and golf courses.

Given the competitiveness of many domestic and international gaming
markets, particularly the Las Vegas gaming market, we believe that operational
efficiency and profitability levels will become increasingly critical to the
success of gaming operators. We seek to manage operating costs and expenses
through various means, such as rigorous capital allocation analysis, well-
designed operational controls, utilization of free cash flow to repay
indebtedness and investments in enhanced management information systems. Our
senior management consistently seeks to maximize cash flow in order to achieve
our goal of having the highest EBITDA margins in the gaming industry.

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Hotel/Casino Resort Properties

We have provided below certain information about our hotel/casino resort
properties as of July 31, 2000. Except as otherwise indicated, we wholly own
and operate these properties.

Approximate
Number of Casino Gaming
Name and Location Rooms/Suites Square Footage Slots (1) Tables (2)
----------------- ------------ -------------- -------- ---------

Laughlin, Nevada
The Golden Nugget-
Laughlin*.............. 300 32,000 1,116 17

- --------
* Represents a Mirage-owned property prior to the acquisition.

(1) Includes slot machines and other coin-operated devices.

(2) Generally includes blackjack ("21"), baccarat, craps, pai gow poker,
Caribbean stud poker, wheel of fortune and roulette.
(3) Owned and operated by a 50-50 joint venture with Mandalay Resort Group.

(4) On July 29, 1999, we opened our interim casino facility in Detroit,
Michigan.

S-25

Nevada Properties

MGM Grand Las Vegas. MGM Grand Las Vegas, our flagship property, is a
multi-themed destination resort, located on approximately 116 acres, which
management believes is a "must-see" attraction for visitors to Las Vegas. The
resort opened on December 18, 1993, and has over 350 feet of frontage on the
Las Vegas Strip and 1,450 feet of frontage on Tropicana Avenue. The complex is
easily accessible from McCarran International Airport and from Interstate 15
via Tropicana Avenue.

The hotel/casino, which we believe is one of the largest in the world, has
5,034 rooms, including approximately 4,254 tastefully decorated standard guest
rooms, which were recently refurbished. The hotel also has 751 luxury suites,
ranging in size from 650 to 6,000 square feet, representing a suite to room
ratio which is one of the highest among the Las Vegas Strip properties. In
June 1999, the "Mansion at the MGM Grand" was completed and opened, which
added 29 exclusive villas ranging in size from 2,400 square feet to 12,000
square feet.

The casino is approximately 171,500 square feet in size, which we believe
is one of the largest casinos in the world. The casino has 3,314 slot machines
and 160 table games, a new luxurious Mansion Casino, including premium play
facilities, a race and sports book and a keno lounge. The casino is themed
with various entertainment features which enhance the experience of the casino
patron.

In an effort to continue a legacy of providing exceptional entertainment
through the leveraging of our highly recognizable brand name, in mid-1996, we
embarked on an extensive master plan transformation of MGM Grand Las Vegas
into "The City of Entertainment." The master plan program was designed to
enhance the quality of the entertainment experience, through a series of
substantive improvements and additions throughout the 116 acre destination
resort. Master plan projects included a 380,000 square foot state-of-the-art
conference center, a 6.6 acre pool and spa complex, an approximately 50 foot
tall polished bronze lion sculpture on a 25 foot pedestal, which is the
resort's signature, and a re-themed entertainment casino that includes a
Rainforest Cafe and a Studio 54 nightclub. Also completed in the master plan
was "Studio Walk," which portrays a Hollywood sound stage and reflects an
appearance that is inspired by a number of Hollywood landmarks, including the
Brown Derby restaurant, the Farmers Market food court and Griffith Park
Observatory retail facilities. The final elements of the master plan included
the "Mansion at the MGM Grand" completed in June 1999, the lion habitat
completed in July 1999 and the Mansion Casino completed in May 2000.

Other entertainment facilities include: an 11,700 square foot indoor arcade
containing carnival games of skill and an extensive video arcade including
virtual reality simulators; a 660 seat showroom providing celebrity
entertainment; a 1,774 seat showroom specifically designed for the EFX
production show, our original grand spectacle special effects stage
production; 13 restaurants and a food court; 37 retail shopping outlets,
including 20 owned and 17 leased facilities; and a special events center,
which seats a maximum of 16,766 patrons, providing a venue for mega
entertainment such as: the spectacular millennium New Year's concert starring
Barbra Streisand; Tina Turner; Bette Midler; the Rolling Stones; Rod Stewart;
Neil Diamond; Elton John; Billy Joel; Jimmy Buffett; Phil Collins; and Bruce
Springsteen, as well as championship boxing events and various other sporting
events.

MGM Grand Las Vegas uses the unique characteristics of the property to
target the following segments of the Las Vegas market: (a) free and
independent travelers; (b) tour and travel; (c) special events/conventions;
(d) high-end gaming; and (e) locals.

Bellagio. Bellagio is an elegant European-style luxury resort located on an
approximately 90 acre site with 1,450 feet of frontage at the center of the
Las Vegas Strip, which opened on October 15, 1998. The resort overlooks an
eight acre lake. Each day, more than 1,000 fountains in the lake come alive at
regular intervals in a choreographed ballet of water, music and lights.
Bellagio features a wide variety of casual and gourmet restaurants in both
indoor and outdoor settings (including the world-famous Le Cirque, Picasso,
Olives and Aqua restaurants), upscale retail boutiques (including those leased
to Armani, Chanel, Gucci, Hermes, Prada, Fred Leighton and Tiffany & Co.) and
extensive meeting, convention and banquet space. Bellagio's specially designed

S-26

theatre offers luxurious seating overlooking a stage that rises and falls in
sections into what we believe to be one of the world's largest enclosed bodies
of water. The theatre is home to the spectacular show "O" produced and
performed by the talented Cirque du Soleil organization. The Bellagio Gallery
of Fine Art features rotating exhibitions of original masterpieces from the
collections of some of the premier museums in the U.S. The surroundings of
Bellagio are lushly landscaped with classical gardens and European fountains
and pools. Inside, a botanical conservatory is filled with vibrant colors and
pleasing scents that change with the seasons.

The Mirage. The Mirage is a luxurious, tropically-themed destination resort
located on approximately 100 acres with 2,200 feet of frontage shared with
Treasure Island near the center of the Las Vegas Strip. The exterior of the
resort is landscaped with palm trees, abundant foliage and more than four
acres of lagoons and other water features centered around a 54 foot volcano
and waterfall. Each evening, the volcano erupts at regular intervals, sending
blasts of steam and water 40 feet into the air, with flames that spectacularly
illuminate the front of the resort. Inside the front entrance is an atrium
with a tropical garden and additional water features capped by a 100 foot high
glass dome. The atrium has an advanced environmental control system and
creative lighting and other special effects designed to replicate the sights,
sounds and fragrances of the South Seas. Located at the rear of the hotel,
adjacent to the swimming pool area, is a dolphin habitat with seven Atlantic
bottlenose dolphins and The Secret Garden of Siegfried & Roy, an attraction
that allows guests to view the beautiful exotic animals of Siegfried & Roy,
the world-famous illusionists who star in a spectacular show at The Mirage. In
March 2000, construction of the Danny Gans Theatre in The Mirage, which
showcases this talented singer/impersonator, was completed.

Treasure Island at the Mirage. Treasure Island is a pirate-themed
hotel/casino resort located next to The Mirage. Treasure Island and The Mirage
are connected by a monorail. The front of Treasure Island, facing the Las
Vegas Strip, is an elaborate pirate village where full-scale replicas of a
pirate ship and a British frigate regularly engage in a pyrotechnic and
special effects sea battle, culminating with the sinking of the frigate. The
showroom at Treasure Island features Mystere, a unique choreographic mix of
magic, special effects and feats of human prowess produced and performed by
Cirque du Soleil. In recognition of its superior customer service and recently
upgraded guestrooms, Treasure Island was recently awarded the Four Diamond
rating by AAA.

New York-New York. New York-New York was completed in December 1996 and
opened to the public on January 3, 1997. The 47 story destination resort
replicates many of Manhattan's landmark buildings and icons, including the
Statue of Liberty, the Empire State Building, Central Park, the Brooklyn
Bridge and a Coney Island-style roller coaster. Our New York-New York
hotel/casino is considered to be one of the most architecturally distinctive
and unique buildings in the world.

The casino is approximately 84,000 square feet in size and has
approximately 2,049 slot machines and 80 table games. The casino features
highly themed interiors: Park Avenue with retail shops, The Financial District
consisting of the cashiers' cage, a Central Park setting in the central casino
area and Little Italy with its traditional food court set inside a typical
residential neighborhood. New York-New York features 2,024 guest rooms and
suites as well as seven specialty leased restaurants.

Monte Carlo Resort & Casino. Monte Carlo is located on approximately 46
acres with 600 feet of frontage on the Las Vegas Strip, approximately one-half
mile south of Bellagio. We own 50% of this resort in a joint venture with
Mandalay Resort Group, which manages the resort. Monte Carlo has a palatial
style reminiscent of the Belle Epoque, the French Victorian architecture of
the late 19th century. The resort has amenities such as a brew pub featuring
live entertainment, a health spa, a beauty salon, a 1,200 seat theatre
featuring the world-renowned magician Lance Burton, a large pool area and
lighted tennis courts. Monte Carlo is connected to Bellagio by a monorail.

Holiday Inn(R) Casino Boardwalk. The Boardwalk is located between Bellagio
and Monte Carlo on the Las Vegas Strip. This facility includes 654 hotel rooms
and 32,000 square feet of casino space offering 606 slot machines, 20 table
games and a race and sports book. Other amenities at the Boardwalk include a
coffee shop, a buffet, a snack bar, an entertainment lounge, two bars, a gift
shop, 7,300 square feet of interior meeting space, two outdoor swimming pools
and 1,125 garage and surface parking spaces.

S-27

The Golden Nugget. The Golden Nugget is the largest, in terms of number of
guestrooms (according to the Las Vegas Convention and Visitors Authority) and,
we believe, the most luxurious hotel/casino in downtown Las Vegas. The Golden
Nugget, together with its parking facilities, occupies approximately seven and
one-half acres and is located approximately six miles north of Bellagio and
five miles north of The Mirage and Treasure Island. It has received the AAA
Four Diamond Award for 23 consecutive years. The Golden Nugget has also
benefited from the "Fremont Street Experience," a $70 million entertainment
attraction developed by a coalition of several major downtown Las Vegas
hotel/casinos (including the Golden Nugget) in conjunction with the City of
Las Vegas. This attraction converted Fremont Street into a four-block-long
pedestrian mall, topped with a 90 foot by 1,400 foot special effects canopy.
Within the canopy are 2.1 million computer-controlled, four-color lights and a
540,000 watt sound system.

The Golden Nugget Laughlin. The Golden Nugget Laughlin is located on
approximately 13 acres with 600 feet of Colorado River frontage near the
center of the tourist strip in Laughlin, Nevada, 90 miles south of Las Vegas.
The Golden Nugget Laughlin features a 32,000 square foot casino offering 17
table games and approximately 1,116 slot machines, 300 hotel rooms (including
four suites), three restaurants, three bars, an entertainment lounge, a deli,
an ice cream parlor and two gift and retail shops. Other facilities at the
Golden Nugget Laughlin include a swimming pool, a parking garage with space
for approximately 1,585 vehicles and approximately four and one-half acres of
surface parking for recreational vehicles. We also own and operate a 78-room
motel in Bullhead City, Arizona, across the Colorado River from the Golden
Nugget Laughlin.

Primm Properties. We own and operate, through our wholly owned
subsidiaries, three hotel/casinos on both sides of Interstate 15 at the
California/Nevada state line in Primm, Nevada and the Primm Valley Golf Club
nearby in California.

Buffalo Bill's Resort & Casino, Primm Valley Resort & Casino, Whiskey
Pete's Hotel & Casino and the golf club form a major destination location and
offer, to the more than 12 million vehicles traveling through Primm on
Interstate 15, the first opportunity to wager upon entering Nevada and the
last opportunity before leaving. We estimate that more than 27% of all passing
vehicles stopped at the Primm properties in 1999.

The Primm properties appeal to various market segments including the
family/entertainment-oriented Buffalo Bill's, the conference/leisure-oriented
Primm Valley and the value-oriented Whiskey Pete's. These hotel/casinos
attract drive-by and overnight customers, and offer good values on dining and
lodging, with an emphasis on service, quality, cleanliness and comfort. The
Primm properties offer an array of amenities and attractions, including
approximately 133,400 square feet of casino space, 2,642 hotel rooms, a 25,000
square foot conference center, ten restaurants and a variety of amusement
rides. The three casinos include 4,298 slot machines, 103 table games, poker,
keno and race and sports books. In addition, the Primm properties offer
swimming pools, a movie theater, motion simulation theaters, an interactive
water flume ride, "The Desperado" roller coaster and the "Turbo Drop" thrill
ride. The 6,100 seat Star of the Desert Arena hosts top-name entertainers and
has allowed the Primm properties to use special events as part of extended
stay packages.

In July 1998, the Fashion Outlet of Las Vegas opened to the public. The
Fashion Outlet is a highly themed shopping experience containing approximately
400,000 square feet of retail space with over 100 retail outlet stores. The
Fashion Outlet is connected to Primm Valley and is owned and operated by
TrizecHahn Factory Shops, Inc.

Golf Resorts

We own and operate an exclusive world-class golf course known as "Shadow
Creek," located approximately five miles north of downtown Las Vegas and
approximately ten miles north of our Las Vegas Strip hotel/casinos. In
February 1997, the championship 18 hole Primm Valley Golf Club opened, located
one mile south of Primm in California. In the second quarter of 1998, Primm
Valley Golf Club opened its second championship 18 hole course. Each of these
golf courses was designed by Tom Fazio.

S-28

We offer packages that include golf privileges, and, in connection with our
marketing activities, we invite our high-end casino customers to play Shadow
Creek on a complimentary basis.

Michigan Property

MGM Grand Detroit Casino. On July 29, 1999, we opened our interim casino
facility in Detroit, Michigan. The facility contains 75,000 square feet of
casino space, offers 2,433 slot machines and 86 table games and has parking
for approximately 3,083 vehicles in two parking garages and additional on-site
covered parking. The interior is decorated in an Art Deco motif with a retail
outlet, two themed bars, a VIP lounge and four restaurants: the Java Coast;
Grand Buffet; Venti Uno; and our signature upscale restaurant, The Brown
Derby. The site is conveniently located off of the Howard Street exit from the
John C. Lodge Expressway in downtown Detroit, Michigan.

Mississippi Property

Beau Rivage. Beau Rivage is a luxurious beachfront resort located on a 41
acre site with 1,400 feet of frontage where Interstate 110 meets the Gulf
Coast in Biloxi, Mississippi. Beau Rivage opened on March 16, 1999. The
graceful driveway leading to Beau Rivage is lined with intricate gardens and
stately oak trees. Large ficus trees fill the resort's skylit atrium lobby.
Thirteen distinctive restaurants offer a variety of dining experiences, from a
cafe nestled in the atrium gardens to a steak and seafood restaurant
surrounded by tropical fish and coral reefs. Adjoining its lavish health spa
and salon is a lushly landscaped swimming pool, cafe and special events
pavilion overlooking the Gulf of Mexico. Beau Rivage also offers a state-of-
the-art convention center, a shopping esplanade, a 1,550 seat theatre and a
brew pub with live entertainment nightly. Adjoining the hotel is a deluxe
marina capable of accommodating yachts of up to 125 feet in length.

Australia Property

MGM Grand Australia. On September 7, 1995, we, through our wholly owned
subsidiary, MGM Grand Australia Pty Ltd., completed the acquisition of the MGM
Grand Australia in Darwin, Northern Territory, Australia. MGM Grand Australia
is located on 18 acres of beachfront property next to the Arafura Sea on the
north central coast. The resort includes a public and private casino, 96
rooms, restaurants and other facilities. Casino operations include
approximately 25 table games, 363 slot machines and a keno lounge. We have
positioned MGM Grand Australia as a multi-faceted gaming and entertainment
facility for the local market and, to a lesser extent, as an exclusive
destination resort for international table game customers.

South Africa Properties

Through our wholly owned subsidiary, MGM Grand South Africa, Inc., we
manage one permanent and two interim casinos in two provinces of the Republic
of South Africa. We managed an interim facility in Nelspruit from October 15,
1997 to November 17, 1999, at which time a permanent casino began operations.
The interim casino in Witbank began operations on March 10, 1998 and the
interim casino in Johannesburg began operations on September 28, 1998. On July
30, 1996, we entered into an agreement with Tsogo Sun Holdings (Pty) Limited,
a joint venture company formed by the Southern Sun Group and Tsogo Investment
Holding Company (Pty) Limited, to act as the exclusive casino project
developer and manager for the joint venture company, which contemplated
applying for up to 15 casino licenses in the Republic of South Africa. Under
the agreement, we will earn fees for the management of all casino operations
of Tsogo Sun. Tsogo Sun will provide or procure all of the financing necessary
for the hotel/casino projects. In August 2000, Tsogo Sun was awarded a casino
license to develop a casino, hotel and theme park complex in the city of
Durban. We anticipate that an interim casino will open by mid-2001 and that a
permanent casino will open in late 2002.

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Expansion Activities

Detroit, Michigan

The Michigan Gaming Control and Revenue Act provides that not more than
three casinos may be licensed at any one time by the State of Michigan and
that they be located only in the city of Detroit. In November 1997, at the
conclusion of a competitive selection process, the Mayor of Detroit designated
MGM Grand Detroit, LLC to develop one of the three authorized hotel/casino
complexes. MGM Grand Detroit, Inc., our wholly owned subsidiary, holds a
controlling interest in MGM Grand Detroit, LLC and plans to provide a majority
of the equity capital for construction of the permanent facility. A minority
interest in MGM Grand Detroit, LLC is held by Partners Detroit, LLC, a
Michigan limited liability company owned by seven individual residents of the
Detroit metropolitan area. As planned, the Detroit permanent facility is
expected to include a 100,000 square foot casino, an 800 room hotel with
ballroom, convention and meeting rooms, restaurants, bars, entertainment and
retail facilities. The total project cost could exceed $800 million and
development could take up to four years. Development of the permanent facility
will not proceed until after acquisition by MGM Grand Detroit, LLC of the
permanent development site from the City of Detroit, which is in the process
of attempting to acquire the site from a number of independent land owners.
The design, budget and schedule for development of the permanent facility are
at a preliminary stage, and will be subject to the risks attendant to large-
scale projects and may be subject to additional costs and delays beyond
preliminary estimates. No assurance can be given that we will develop a
permanent hotel/casino in Detroit, or if we do, as to its ultimate size,
configuration or cost.

Atlantic City, New Jersey

In January 1998, the City of Atlantic City deeded to Mirage approximately
180 acres (120 acres of which are developable) in the Marina area of Atlantic
City. In exchange, Mirage agreed to develop a hotel-casino on the site and
perform certain other obligations. Mirage also entered into an agreement with
two New Jersey State agencies for the construction and joint funding of road
improvements necessary to improve access to the Marina area. As called for by
the agreement, in October 1997, Mirage funded its $110 million portion and one
of the State agencies funded its $125 million portion of the $330 million
estimated total cost of the road improvements. Each party deposited its funds
into escrow accounts and the funds are restricted for construction of the road
improvement project. The other State agency provided the remaining $95 million
estimated cost of the project. There is a fixed-price design/build contract
for the road improvement project. Groundbreaking on the project took place in
November 1998, and construction is scheduled for completion in May 2001.

Our current plans call for construction of a 50%-owned hotel/casino resort
in partnership with Boyd Gaming Corporation. On August 31, 2000, we entered
into an amended and restated 50/50 joint venture agreement with Boyd for the
development of a new hotel/casino resort with approximately 2,000 guestrooms
on a 27-acre portion of the Marina site. Boyd will oversee the design and
construction of the joint venture hotel/casino to be known as "The Borgata"
and operate the resort upon completion. Under the agreement, subject to the
receipt of acceptable financing as described below, we will contribute the 27
acres of land (valued at approximately $90 million) and $117 million in cash.
Boyd will contribute a minimum of $207 million in cash plus any amounts
necessary to fund most project costs in excess of the total project budget of
approximately $1.0 billion. The joint venture will attempt to obtain
acceptable non-recourse financing for the remaining cost of the project. If
the financing is obtained and certain other conditions are satisfied,
construction of The Borgata could begin in November 2000.

As required by our joint venture agreement, we are designing and will
develop the common roads, landscaping and other master plan improvements for
the entire Marina site. As part of the agreement with the City, we are
required to remediate environmental contamination at the Marina site, which
was a municipal landfill for many years. A substantial portion of the
remediation work has been completed. We are currently evaluating our
development plans for the remainder of the Marina site, which may include
development of a wholly owned hotel/casino resort next to The Borgata.

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Both MGM MIRAGE and the joint venture must apply for and receive numerous
governmental permits and satisfy other conditions before construction of
either The Borgata or any other development can begin. We cannot be certain of
the ultimate development, timing or cost of construction of The Borgata or any
other project on the Marina site.

Las Vegas Plans

Mirage acquired the Boardwalk and various related properties on June 30,
1998. Combined with land we own adjacent to the Boardwalk, the acquisition
provides us with an approximately 55-acre site for future development with
over 1,200 feet of frontage on the Las Vegas Strip between Bellagio and Monte
Carlo. We are in the very early design phase for a new hotel/casino resort we
expect to ultimately develop on the site. The design, timing and cost of any
future development will depend on several factors, including the market's
ability to absorb new hotel/casino resorts on the Las Vegas Strip, competition
from gaming outside of Nevada and the ultimate size and scope of the project,
among other factors.

Other

We regularly evaluate possible expansion and acquisition opportunities in
both the domestic and international markets. These opportunities may include
the ownership, management and operation of gaming and other entertainment
facilities in Nevada or in states other than Nevada or outside of the United
States. We may undertake these opportunities either alone or with joint
venture partners. Development and operation of any gaming facility in a new
jurisdiction is subject to many contingencies. Several of these contingencies
are outside of our control and may include the passage of appropriate gaming
legislation, the issuance of necessary permits, licenses and approvals, the
availability of appropriate financing and the satisfaction of other
conditions. We cannot be sure that we will decide or be able to proceed with
any of these acquisition or expansion opportunities.

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REGULATION AND LICENSING

Nevada Gaming Regulation

The ownership and operation of casino gaming facilities in Nevada are
subject to the Nevada Gaming Control Act and the related regulations and
various local regulations. The gaming operations of MGM MIRAGE in Nevada are
subject to the licensing and regulatory control of the Nevada Gaming
Commission, the Nevada State Gaming Control Board, the Clark County Liquor and
Gaming Licensing Board and the City of Las Vegas.

The laws, regulations and supervisory procedures of the Nevada gaming
authorities are based upon declarations of public policy that are concerned
with, among other things:

. the prevention of unsavory or unsuitable persons from having a direct or
indirect involvement with gaming at any time or in any capacity;

. the establishment and maintenance of responsible accounting practices
and procedures;

. the maintenance of effective controls over the financial practices of
licensees, including the establishment of minimum procedures for
internal fiscal affairs and the safeguarding of assets and revenues;

. providing reliable record keeping and requiring the filing of periodic
reports with the Nevada gaming authorities;

. the prevention of cheating and fraudulent practices; and

. providing a source of state and local revenues through taxation and
licensing fees.

Any change in such laws, regulations and procedures could have an adverse
effect on our gaming operations.

MGM Grand Las Vegas, New York-New York and Primm Valley Resort, Buffalo
Bill's and Whiskey Pete's, (these last three properties we refer to
collectively as the Primm properties), The Mirage, Bellagio, Treasure Island,
the Golden Nugget, the Golden Nugget Laughlin, the Boardwalk and Monte Carlo
operate casinos and are required to be licensed by the Nevada gaming
authorities. The gaming licenses require the periodic payment of fees and
taxes and are not transferable. MGM Grand Las Vegas is also licensed as a
manufacturer and distributor of gaming devices and as the operator of a
sportspool at New York-New York, and MGM MIRAGE and an indirect wholly owned
subsidiary are licensed as the two managers of New York-New York.
New York-New York is in turn licensed as the sole member and manager of the
Primm properties. Golden Nugget Manufacturing Corp. is also licensed as a
manufacturer and distributor of gaming devices and the Boardwalk is also
licensed as a distributor of gaming devices. MRGS Corp. is licensed as a 50%
general partner of the joint venture with Mandalay Resort Group, which owns
and operates the Monte Carlo. MGM MIRAGE and Mirage are also required to be
registered by the Nevada Commission as publicly traded corporations and as
such, are required periodically to submit detailed financial and operating
reports to the Nevada Commission and furnish any other information that the
Nevada Commission may require. No person may become a stockholder or member
of, or receive any percentage of profits from, MGM Grand Las Vegas, New York-
New York, the Primm properties, The Mirage, Bellagio, Treasure Island, the
Golden Nugget, the Golden Nugget Laughlin, the Boardwalk, Monte Carlo, Golden
Nugget Manufacturing or MRGS without first obtaining licenses and approvals
from the Nevada gaming authorities. MGM MIRAGE, Mirage and the foregoing
subsidiaries have obtained from the Nevada gaming authorities the various
registrations, approvals, permits and licenses required in order to engage in
gaming activities in Nevada.

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The Nevada Commission may, in its discretion, require the holder of any
debt security of MGM MIRAGE, including the notes, to file an application and
it may investigate any such holder to determine whether such holder is
suitable to own such debt security. The applicant for a finding of suitability
as the holder of such a debt security must pay all the costs of investigation
incurred by the Nevada gaming authorities. If the Nevada Commission determines
that such holder is unsuitable to own such debt security, then under the
Nevada gaming laws we can be disciplined, including the loss of our approvals,
if we without the prior approval of the Nevada Commission:

. pay that person any dividend, interest or any distribution whatsoever;

. allow that person to exercise, directly or indirectly, any voting right
conferred through such debt securities held by that person;

. pay remuneration in any form to that person; or

. make any payment to such unsuitable person by way of principal,
redemption, conversion, exchange, liquidation or similar transaction.

If any notes are held in trust by an agent or by a nominee, the record
holder of any notes may be required to disclose the identity of the beneficial
owner of any notes to the Nevada Board and the Nevada Commission. A failure to
make such disclosure may be grounds for finding the record holder unsuitable.
We are also required to render maximum assistance in determining the identity
of the beneficial owner.

We may not make a public offering of any securities without the prior
approval of the Nevada Commission if the securities or the proceeds therefrom
are intended to be used to construct, acquire or finance gaming facilities in
Nevada, or to retire or extend obligations incurred for such purposes. On May
30, 2000, the Nevada Commission granted us prior approval to make public
offerings for a period of 14 months, subject to certain conditions. However,
the shelf approval may be rescinded for good cause without prior notice upon
the issuance of an interlocutory stop order by the Chairman of the Nevada
Board. This offering of the notes is being made pursuant to the shelf
approval. The shelf approval does not constitute a finding, recommendation or
approval by the Nevada Commission or the Nevada Board as to the accuracy or
adequacy of the prospectus supplement or the accompanying prospectus or the
investment merits of the securities offered. Any representation to the
contrary is unlawful.

Such shelf approval includes prior approvals of the subsidiary guarantees
being made by our corporate subsidiaries which are the subsidiary guarantors
under the notes. Likewise, such shelf approval includes prior approvals of
restrictions on the transfer of the equity securities of our corporate
subsidiaries licensed in Nevada and agreements not to encumber such equity
securities, in each case in respect of the notes.

For a more detailed description of the various Nevada gaming regulatory
requirements applicable to us, see "Item 1. Business--Hotels and Gaming--
Nevada Government Regulation" in MGM MIRAGE's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, and see "Item 1. Business--Regulation
and Licensing--Nevada" in Mirage's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999.

Michigan Government Regulation and Taxation

The Michigan Gaming Control and Revenue Act subjects the ownership and
operation of casino gaming facilities to extensive state licensing and
regulatory requirements. The Michigan Act also authorizes local regulation of
casino gaming facilities by the City of Detroit, provided that any such local
ordinances regulating casino gaming are consistent with the Michigan Act and
rules promulgated to implement it.

The Michigan Act creates the Michigan Gaming Control Board and authorizes
it to grant casino licenses to not more than three applicants who have entered
into development agreements with Detroit. The Michigan Board is granted
extensive authority to conduct background investigations and determine the
suitability of casino license applicants, affiliated companies, officers,
directors, or managerial employees of applicants and affiliated companies and
persons or entities holding a one percent or greater direct or indirect
interest in an applicant or

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affiliated company. Institutional investors holding less than certain
specified amounts of debt or equity securities are exempted from meeting the
suitability requirements of the Michigan Act, provided such securities are
issued by a publicly traded corporation, such as MGM MIRAGE, and the
securities were purchased for investment purposes only and not for the purpose
of influencing or affecting the affairs of the issuer.

The Michigan Act imposes the burden of proof on the applicant for a casino
license to establish its suitability to receive and hold the license. The
applicant must establish its suitability as to integrity, moral character and
reputation, business probity, financial ability and experience,
responsibility, and other criteria deemed appropriate by the Michigan Board. A
casino license is valid for a period of one year and the Michigan Board may
refuse to renew it upon a determination that the licensee no longer meets the
requirements for licensure.

The Michigan Board may, among other things, revoke, suspend or restrict a
casino license. Substantial fines or forfeiture of assets for violations of
gaming laws or rules may also be levied against a casino licensee. In the
event that a casino license is revoked or suspended for more than 120 days,
the Michigan Act provides for the appointment of a conservator who, among
other things, is required to sell or otherwise transfer the assets of the
casino licensee or former licensee to another person or entity who meets the
requirements of the Michigan Act for licensure.

The Michigan Board has adopted administrative rules, which became effective
on June 23, 1998, to implement the terms of the Michigan Act. Among other
things, the rules impose more detailed substantive and procedural requirements
with respect to casino licensing and operations. Included are requirements
regarding such things as licensing investigations and hearings, record keeping
and retention, contracting, reports to the Michigan Board, internal control
and accounting procedures, security and surveillance, extensions of credit to
gaming patrons, conduct of gaming, and transfers of ownership interests in
licensed casinos. The rules also establish numerous Michigan Board procedures
regarding licensing, disciplinary and other hearings, and similar matters. The
rules have the force of law and are binding on the Michigan Board as well as
on applicants for or holders of casino licenses.

The Detroit City Council enacted an ordinance entitled "Casino Gaming
Authorization and Casino Development Agreement Certification and Compliance."
The ordinance authorizes casino gaming only by operators who are licensed by
the Michigan Board and are parties to a development agreement which has been
approved and certified by the City Council and is currently in effect or are
acting on behalf of such party. The development agreement between MGM Grand
Detroit, LLC, Detroit and the Economic Development Corporation of Detroit has
been so approved and certified and is currently in effect. The ordinance
requires each casino operator to submit to the Mayor of Detroit and to the
City Council periodic reports regarding the operator's compliance with its
development agreement or, in the event of non-compliance, reasons for non-
compliance and an explanation of efforts to comply. The ordinance requires the
Mayor of Detroit to monitor each casino operator's compliance with its
development agreement, to take appropriate enforcement action in the event of
default and to notify the City Council of defaults and enforcement action
taken and, if a development agreement is terminated, it requires the City
Council to transmit notice of such action to the Michigan Board within
five business days along with Detroit's request that the Michigan Board revoke
the relevant operator's certificate of suitability or casino license. If a
development agreement is terminated, the Michigan Act requires the Michigan
Board to revoke the relevant guarantor's casino license upon the request of
Detroit.

The Michigan Act effectively provides that each of the three casinos in
Detroit shall pay a wagering tax equal to 18% of its adjusted gross receipts,
to be paid 8.1% to Michigan and 9.9% to Detroit, an annual municipal services
fee equal to the greater of $4 million or 1.25% of its adjusted gross receipts
to be paid to Detroit to defray its cost of hosting casinos and an annual
assessment, as adjusted based upon a consumer price index, in the initial
amount of approximately $8.3 million to be paid by each casino to Michigan to
defray its regulatory enforcement and other casino-related costs. These are in
addition to the taxes, fees, and assessments customarily paid by business
entities situated in Detroit.

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Mississippi Government Regulation

We conduct our Mississippi gaming operations through an indirect
subsidiary, Beau Rivage Resorts, Inc., which owns and operates the Beau Rivage
casino in the City of Biloxi, Mississippi. The ownership and operation of
casino facilities in Mississippi are subject to extensive state and local
regulation, but primarily the licensing and regulatory control of the
Mississippi Gaming Commission and the Mississippi State Tax Commission.

The Mississippi Gaming Control Act, which legalized dockside casino gaming
in Mississippi, was enacted on June 29, 1990. Although not identical, the
Mississippi Act is similar to the Nevada Gaming Control Act. Effective October
29, 1991, the Mississippi Gaming Commission adopted regulations in furtherance
of the Mississippi Act which are also similar in many respects to the Nevada
gaming regulations.

The laws, regulations and supervisory procedures of Mississippi and the
Mississippi Gaming Commission seek to:

. prevent unsavory or unsuitable persons from having any direct or
indirect involvement with gaming at any time or in any capacity;

. establish and maintain responsible accounting practices and procedures;

. maintain effective control over the financial practices of licensees,
including establishing minimum procedures for internal fiscal affairs
and safeguarding of assets and revenues, providing reliable record
keeping and making periodic reports to the Mississippi Gaming
Commission;

. prevent cheating and fraudulent practices;

. provide a source of state and local revenues through taxation and
licensing fees; and

. ensure that gaming licensees, to the extent practicable, employ
Mississippi residents.

The regulations are subject to amendment and interpretation by the
Mississippi Gaming Commission. Changes in Mississippi law or the regulations
or the Mississippi Gaming Commission's interpretations thereof may limit or
otherwise materially affect the types of gaming that may be conducted, and
could have a material adverse effect on us and our Mississippi gaming
operations.

The Mississippi Act provides for legalized dockside gaming at the
discretion of the 14 counties that either border the Gulf Coast or the
Mississippi River, but only if the voters in such counties have not voted to
prohibit gaming in that county. As of September 1, 2000, dockside gaming was
permissible in nine of the 14 eligible counties in the state and gaming
operations had commenced in Adams, Coahoma, Hancock, Harrison, Tunica, Warren
and Washington counties. Under Mississippi law, gaming vessels must be located
on the Mississippi River or on navigable waters in eligible counties along the
Mississippi River, or in the waters of the State of Mississippi lying south of
the state in eligible counties along the Mississippi Gulf Coast. The law
permits unlimited stakes gaming on permanently moored vessels on a 24-hour
basis and does not restrict the percentage of space which may be utilized for
gaming. There are no limitations on the number of gaming licenses which may be
issued in Mississippi. The legal age for gaming in Mississippi is 21.

Beau Rivage Resorts and Beau Rivage Distribution Corp., a subsidiary of
Beau Rivage Resorts, are subject to the licensing and regulatory control of
the Mississippi Gaming Commission. Beau Rivage Resorts is licensed as a
Mississippi gaming operator, and BRDC is licensed as a Mississippi distributor
of gaming devices. Gaming licenses require the periodic payment of fees and
taxes and are not transferable. Gaming licenses are issued for a maximum term
of three years and must be renewed periodically thereafter. Beau Rivage
Resorts received its Mississippi gaming license on June 20, 1996 and a renewal
on June 21, 1998. BRDC received its Mississippi distributor's license on
August 20, 1998. On May 18, 2000, the Mississippi Gaming Commission renewed
the licenses of both Beau Rivage Resorts and BRDC for terms of three years
each, effective June 22, 2000.

On May 18, 2000, the Mississippi Gaming Commission registered MGM MIRAGE
under the Mississippi Act as a publicly traded holding company of Beau Rivage
Resorts and BRDC. As a registered publicly traded

S-35

holding company, MGM MIRAGE is subject to the licensing and regulatory control
of the Mississippi Gaming Commission, and is required periodically to submit
detailed financial, operating and other reports to the Mississippi Gaming
Commission and furnish any other information which the Mississippi Gaming
Commission may require. If MGM MIRAGE is unable to satisfy the registration
requirements of the Mississippi Act, MGM MIRAGE and licensed subsidiaries
thereof cannot own or operate gaming facilities in Mississippi. Beau Rivage
Resorts and BRDC are also required periodically to submit detailed financial,
operating and other reports to the Mississippi Gaming Commission and the
Mississippi State Tax Commission and to furnish any other information required
thereby. No person may become a stockholder of or receive any percentage of
profits from a licensed subsidiary of a holding company without first
obtaining licenses and approvals from the Mississippi Gaming Commission.

Certain of our officers, directors and employees must be found suitable or
be licensed by the Mississippi Gaming Commission. We believe that we have
applied for all necessary findings of suitability with respect to these
persons, although the Mississippi Gaming Commission, in its discretion, may
require additional persons to file applications for findings of suitability.
In addition, any person having a material relationship or involvement with us
may be required to be found suitable, in which case those persons must pay the
costs and fees associated with the investigation.

We may be required to disclose to the Mississippi Gaming Commission upon
request the identities of the holders of any debt or other securities. In
addition, under the Mississippi Act, the Mississippi Gaming Commission may, in
its discretion:

. require holders of debt securities of registered corporations to file
applications;

. investigate the holders; and

. require the holders to be found suitable to own the debt securities.

Although the Mississippi Gaming Commission generally does not require the
individual holders of obligations such as notes to be investigated and found
suitable, the Mississippi Gaming Commission retains the discretion to do so
for any reason, including but not limited to a default, or where the holder of
the debt instrument exercises a material influence over the gaming operations
of the entity in question. Any holder of debt securities required to apply for
a finding of suitability must pay all investigative fees and costs of the
Mississippi Gaming Commission in connection with the investigation. A finding
of suitability requires submission of detailed personal financial information
followed by a thorough investigation. There can be no assurance that a person
who is subject to a finding of suitability will be found suitable by the
Mississippi Gaming Commission. The Mississippi Gaming Commission may deny an
application for a finding of suitability for any cause that it deems
reasonable. Findings of suitability must be periodically renewed.

If any of our securities are held in trust by an agent or by a nominee, the
record holder may be required to disclose the identity of the beneficial owner
to the Mississippi Gaming Commission. A failure to make that disclosure may be
grounds for finding the record holder unsuitable. We must also render maximum
assistance in determining the identity of the beneficial owner.

Any person who fails or refuses to apply for a finding of suitability or a
license within 30 days after being ordered to do so by the Mississippi Gaming
Commission may be found unsuitable. Any person found unsuitable and who holds,
directly or indirectly, any beneficial ownership of our debt securities beyond
the time that the Mississippi Gaming Commission prescribes, may be guilty of a
misdemeanor. We will be subject to disciplinary action if, after receiving
notice that a person is unsuitable to be a holder of its debt securities, we:

. pay the unsuitable person any dividend, interest or other distribution
whatsoever;

. recognize the exercise, directly or indirectly, or any voting rights
conferred through such debt securities held by the unsuitable person;

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. pay the unsuitable person any remuneration in any form, except in
limited and specific circumstances; or

. make any payment to the unsuitable person by way of principal,
redemption, conversion, exchange, liquidation or similar transaction.

The Mississippi Act requires that the certificates representing securities
of a registered publicly traded corporation bear a legend to the general
effect that the securities are subject to the Mississippi Act and the
regulations of the Mississippi Gaming Commission. On May 18, 2000, the
Mississippi Gaming Commission granted us a waiver of this legend requirement.
The Mississippi Gaming Commission has the power to impose additional
restrictions on us and the holders of our securities at any time.

Substantially all loans, leases, sales of securities and similar financing
transactions by a licensed gaming subsidiary must be reported to or approved
by the Mississippi Gaming Commission. A licensed gaming subsidiary may not
make a public offering of its securities, but may pledge or mortgage casino
facilities if it obtains the prior approval of the Mississippi Gaming
Commission. We may not make a public offering of our securities without the
prior approval of the Mississippi Gaming Commission if any part of the
proceeds of the offering is to be used to finance the construction,
acquisition or operation of gaming facilities in Mississippi or to retire or
extend obligations incurred for those purposes. The approval, if given, does
not constitute a recommendation or approval of the accuracy or adequacy of the
prospectus or the investment merits of the securities subject to the offering.
On May 18, 2000, the Mississippi Gaming Commission granted us a waiver of the
prior approval requirement for our securities offerings for a period of two
years, subject to certain conditions. The waiver may be rescinded for good
cause without prior notice upon the issuance of an interlocutory stop order by
the Executive Director of the Mississippi Gaming Commission.

Under the regulations of the Mississippi Gaming Commission, Beau Rivage
Resorts and BRDC may not guarantee a security issued by MGM MIRAGE pursuant to
a public offering, or pledge their assets to secure payment or performance of
the obligations evidenced by such a security issued by MGM MIRAGE, without the
prior approval of the Mississippi Gaming Commission. Similarly, MGM MIRAGE may
not pledge the stock or other ownership interests of Beau Rivage Resorts or
BRDC, nor may the pledgee of such ownership interests foreclose on such a
pledge, without the prior approval of the Mississippi Gaming Commission.
Moreover, restrictions on the transfer of an equity security issued by Beau
Rivage Resorts or BRDC and agreements not to encumber such securities granted
by MGM MIRAGE are ineffective without the prior approval of the Mississippi
Gaming Commission. The waiver of the prior approval requirement for MGM
MIRAGE's securities offerings received from the Mississippi Gaming Commission
on May 18, 2000 includes a waiver of the prior approval requirement for such
guarantees, pledges and restrictions of Beau Rivage Resorts and BRDC, subject
to certain conditions.

Neither MGM MIRAGE nor Beau Rivage Resorts may engage in gaming activities
in Mississippi while MGM MIRAGE, Beau Rivage Resorts and/or persons found
suitable to be associated with the gaming license of Beau Rivage Resorts
conduct gaming operations outside of Mississippi without approval of the
Mississippi Gaming Commission. The Mississippi Gaming Commission may require
means for it to have access to information concerning MGM MIRAGE's and its
affiliates' out-of-state gaming operations. Gaming operations in Nevada were
approved when Beau Rivage Resorts was first licensed in Mississippi. MGM
MIRAGE received waivers of foreign gaming approval from the Mississippi Gaming
Commission on May 18, 2000 for the conduct of gaming operations in Michigan,
New Jersey, Northern Territory (Australia), Mpumalanga Province (Republic of
South Africa) and Gauteng Province (Republic of South Africa), and may be
required to obtain the approval or a waiver of such approval from the
Mississippi Gaming Commission before engaging in any additional future gaming
operations outside of Mississippi.

The Mississippi Gaming Commission adopted a regulation in 1994 requiring as
a condition of licensure or license renewal that a gaming establishment's plan
include a 500 car parking facility in close proximity to the casino complex
and infrastructure facilities which will amount to at least 25% of the casino
cost. Infrastructure

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facilities are defined in the regulation to include a hotel with at least 250
rooms, theme park, golf course and other similar facilities. With the opening
of its resort hotel and other amenities, Beau Rivage Resorts is in compliance
with this requirement. On January 21, 1999, the Mississippi Gaming Commission
adopted an amendment to this regulation which increased the infrastructure
requirement to 100% from the existing 25%; however, the regulation
grandfathers existing licensees and applies only to new casino projects and
casinos that are not operating at the time of acquisition or purchase, and
would therefore not apply to Beau Rivage Resorts. In any event, the Beau
Rivage would comply with such requirement.

For a more detailed description of the various Mississippi gaming
regulatory requirements applicable to us, see "Item 1. Business--Regulation
and Licensing-Mississippi" in Mirage's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.

Australia Government Regulation

The Northern Territory of Australia, like Nevada, has comprehensive laws
and regulations governing the conduct of gaming. Our Australian operations are
subject to the Gaming Control Act of 1993 and regulations promulgated
thereunder and to the licensing and general control of the Minister for Racing
and Gaming. MGM Grand Australia Pty. Ltd. has entered into a casino operator's
agreement with the Minister pursuant to which MGM Grand Australia was granted
a license to conduct casino gaming on an exclusive basis through June 30, 2005
in the northern half of the Northern Territory (which includes Darwin, its
largest city, where MGM Grand Australia is located). The license provides for
good faith negotiations to reach agreement on an extension of the license. The
license provides for a tax payable to the Northern Territory government on
gross profits derived from gaming, including gaming devices. The license is
not exclusive with respect to gaming devices, and the Minister may permit such
devices to be placed in limited numbers in locations not operated by MGM Grand
Australia. However, under the license, a portion of the operators' win on such
gaming devices is to be offset against gaming tax otherwise payable by MGM
Grand Australia.

The license may be terminated if MGM Grand Australia breaches the casino
operator's agreement or the Northern Territory law or fails to operate in
accordance with the requirements of the license. The Northern Territory
authorities have the right under the Northern Territory law, the casino
operator's agreement and the license to monitor and approve virtually all
aspects of the conduct of gaming by MGM Grand Australia.

Additionally, under the terms of the license, the Minister has the right to
approve the directors and corporate secretary of MGM MIRAGE and its
subsidiaries which own or operate MGM Grand Australia, as well as changes in
the ownership or corporate structure of such subsidiaries. MGM MIRAGE is
required to file with the Northern Territory authorities copies of all
documents required to be filed by MGM MIRAGE or any of its subsidiaries with
the Nevada gaming authorities. In the event of any person becoming the
beneficial owner of 10% or more of our outstanding stock, the Minister must be
so notified and may investigate the suitability of such person. If the
Minister determines such person to be unsuitable and following such
determination such person remains the beneficial owner of 10% or more of our
stock, that would constitute a default under the license.

New Jersey Government Regulation

The ownership and operation of hotel/casino facilities and gaming
activities in Atlantic City, New Jersey are subject to extensive state
regulation under the New Jersey Casino Control Act and the regulations of the
New Jersey Casino Control Commission and other applicable laws. In order to
operate a hotel/casino property in New Jersey, a company must obtain a license
from the New Jersey Commission and obtain numerous other licenses, permits and
approvals from other state as well as local governmental authorities. The New
Jersey Act also established the New Jersey Division of Gaming Enforcement to
investigate all license applications, enforce the provisions of the New Jersey
Act and Regulations and prosecute all proceedings for violations of the New
Jersey Act and Regulations before the New Jersey Commission.

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The New Jersey Commission has broad discretion regarding the issuance,
renewal, revocation and suspension of casino licenses. The New Jersey Act and
Regulations concern primarily the good character, honesty, integrity and
financial stability of casino licensees, their intermediary and holding
companies, their employees, their security holders and others financially
interested in casino operations; financial and accounting practices used in
connection with casino operations; rules of games, levels of supervision of
games and methods of selling and redeeming chips; manner of granting credit,
duration of credit and enforceability of gaming debts; and distribution of
alcoholic beverages.

Our wholly owned subsidiary, MGM Grand Atlantic City, Inc., has applied to
be licensed by the New Jersey Commission to operate a casino, and MGM MIRAGE
has applied to be approved as a qualified holding company. On July 24, 1996,
MGM MIRAGE and MGM Grand Atlantic City, Inc., and their then officers,
directors, and 5% or greater stockholders were found suitable for licensing by
the New Jersey Commission. On June 27, 1995, the New Jersey Commission found
Mirage and its then officers, directors and 5% or greater shareholders
suitable for licensing. These findings of suitability are subject to review
and revision by the New Jersey Commission based upon a change in any material
fact that is relevant to the findings.

The New Jersey Act further provides that each person who directly or
indirectly holds any beneficial interest or ownership of the securities issued
by a casino licensee or any of its intermediary or holding companies, those
persons who, in the opinion of the New Jersey Commission, have the ability to
control the casino licensee or its intermediary or holding companies or elect
a majority of the board of directors of said companies, other than a banking
or other licensed lending institution which makes a loan or holds a mortgage
or other lien acquired in the ordinary course of business, lenders and
underwriters of said companies are required to be qualified by the New Jersey
Commission. However, with respect to a publicly traded holding company such as
MGM MIRAGE, a waiver of qualification may be granted by the New Jersey
Commission, with the concurrence of the Director of the New Jersey Division,
if the New Jersey Commission determines that said persons or entities are not
significantly involved in the activities of a casino licensee and in the case
of security holders, do not have the ability to control MGM MIRAGE or elect
one or more of its directors. There exists a rebuttable presumption that any
person holding 5% or more of the equity securities of a casino licensee's
intermediary or holding company or a person having the ability to elect one or
more of the directors of such a company has the ability to control the company
and thus must obtain qualification from the New Jersey Commission.

Notwithstanding this presumption of control, the New Jersey Act provides
for a waiver of qualification for passive "institutional investors," as
defined by the New Jersey Act, if the institutional investor purchased
publicly traded securities for investment purposes only and where such
securities constitute less than 10% of the equity securities of a casino
licensee's holding or intermediary company or debt securities of a casino
licensee's holding or intermediary company representing a percentage of the
outstanding debt of such company not exceeding 20% or a percentage of any
issue of the outstanding debt of such company not exceeding 50%. The waiver of
qualification is subject to certain conditions including, upon request of the
New Jersey Commission, filing a certified statement that the institutional
investor has no intention of influencing or affecting the affairs of the
issuer, except that an institutional investor holding voting securities shall
be permitted to vote on matters put to a vote of the holders of outstanding
voting securities. Additionally, a waiver of qualification may also be granted
to institutional investors holding a higher percentage of securities of a
casino licensee's holding or intermediary company upon a showing of good
cause.

The New Jersey Act requires the certificate of incorporation of a publicly
traded holding company to provide that any securities of such corporation are
held subject to the condition that if a holder is found to be disqualified by
the New Jersey Commission pursuant to the New Jersey Act, such holder shall
dispose of his interest in such company. Accordingly, we amended our
certificate of incorporation to provide that a holder of our securities must
dispose of such securities if the holder is found disqualified under the New
Jersey Act. In addition, we amended our certificate of incorporation to
provide that we may redeem the stock of any holder found to be disqualified.

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If the New Jersey Commission should find a security holder to be
unqualified to be a holder of securities of a casino licensee or holding
company, not only must the disqualified holder dispose of such securities but
in addition, commencing on the date the New Jersey Commission serves notice
upon such a company of the determination of disqualification, it shall be
unlawful for the disqualified holder to:

. receive any dividends or interest upon any such securities;

. exercise, directly or through any trustee or nominee, any right
conferred by such securities; or

. receive any remuneration in any form from the licensee for services
rendered or otherwise.

If the New Jersey Commission should find a security holder to be
unqualified to be a holder of securities of a casino licensee or holding
company, the New Jersey Commission shall take any necessary action to protect
the public interest including the suspension or revocation of the casino
license except that if the disqualified person is the holder of securities of
a publicly traded holding company, the New Jersey Commission shall not take
action against the casino license if:

. the holding company has the corporate charter provisions concerning
divestiture of securities by disqualified owners required by the New
Jersey Act;

. the holding company has made good faith efforts including the pursuit of
legal remedies to comply with any order of the New Jersey Commission;
and

. the disqualified holder does not have the ability to control the company
or elect one or more members of the company's board of directors.

If the New Jersey Commission determines that a casino licensee has violated
the New Jersey Act or Regulations, or if any security holder of MGM MIRAGE or
a casino licensee who is required to be qualified under the New Jersey Act is
found to be disqualified but does not dispose of the securities, a casino
licensee could be subject to fines or its license could be suspended or
revoked. If a casino licensee's license is revoked after issuance, the New
Jersey Commission could appoint a conservator to operate and to dispose of the
hotel/casino facilities operated by such casino licensee. Net proceeds of a
sale by a conservator and net profits of operations by a conservator, at least
up to an amount equal to a fair return on investment which is reasonable for
casinos or hotels, would be paid to us.

The New Jersey Act imposes an annual tax of 8% on gross casino revenues, as
defined in the New Jersey Act. In addition, casino licensees are required to
invest 1.25% of gross casino revenues for the purchase of bonds to be issued
by the Casino Reinvestment Development Authority or make other approved
investments equal to that amount. In the event the investment requirement is
not met, the casino licensee is subject to a tax in the amount of 2.5% on
gross casino revenues. The New Jersey Commission has established fees for the
issuance or renewal of casino licenses and casino/hotel alcoholic beverage
licenses and an annual license fee on each slot machine.

In addition to compliance with the New Jersey Act and Regulations relating
to gaming, any property built in Atlantic City by MGM Grand Atlantic City,
Inc. or any other subsidiary of ours must comply with the New Jersey and
Atlantic City laws and regulations relating to, among other things, the
Coastal Area Facilities Review Act, construction of buildings, environmental
considerations and the operation of hotels.

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DESCRIPTION OF THE NOTES

You can find the definitions of certain terms used in this description
under the subheading "--Certain Definitions." In this description, the words
"MGM MIRAGE" refer only to the single corporation MGM MIRAGE, a Delaware
corporation, and not to any of its Subsidiaries.

MGM MIRAGE will issue the 8 1/2% senior notes due 2010 under an indenture
among itself, the Subsidiary Guarantors (as defined below) and U.S. Trust
Company, National Association, as trustee. The terms of the notes include
those provisions contained in the indenture and those made part of the
indenture by reference to the Trust Indenture Act of 1939. We refer to the 8
1/2% senior notes due 2010 in this section as the "notes."

The notes constitute a series of Debt Securities (which are more fully
described in the accompanying prospectus). The following description of the
particular terms of the notes supplements, and to the extent inconsistent
therewith replaces, the description of the general terms and provisions of the
Debt Securities set forth in the prospectus, to which we refer.

The following description is a summary of the material provisions of the
indenture. This summary does not restate the indenture in its entirety. We
urge you to read the indenture because the indenture, and not this
description, defines your rights as a holder of the notes. Copies of the
indenture may be obtained from MGM MIRAGE.

The notes will initially be limited to $850,000,000 in aggregate principal
amount. We may create and issue additional Debt Securities with the same terms
as the notes so that the additional Debt Securities will form a single series
with the notes.

Ranking

The notes will be:

. senior unsecured obligations of MGM MIRAGE that will be equal in right
of payment to all other unsecured senior Indebtedness of MGM MIRAGE from
time to time outstanding;

. senior in right of payment to the $710 million 9 3/4% senior
subordinated notes due 2007 of MGM MIRAGE, referred to herein as the
"Subordinated Notes," and future Indebtedness that may be subordinated
to the notes;

. guaranteed on a senior unsecured basis by each of the Subsidiaries of
MGM MIRAGE other than Excluded Subsidiaries (see"--Subsidiary
Guarantees" below); and

. effectively subordinated to all Indebtedness of Excluded Subsidiaries.

As of June 30, 2000, the Excluded Subsidiaries of MGM MIRAGE had total
Indebtedness of approximately $234 million (excluding Indebtedness owed to MGM
MIRAGE or any Subsidiary Guarantor).

The indenture does not contain any limitation on the amount of Indebtedness
of MGM MIRAGE or its Subsidiaries, but limits liens securing Indebtedness to
15% of Consolidated Net Tangible Assets (unless the notes are secured equally
and ratably with such other Indebtedness). As described in the prospectus
under "Description of Our Long Term Debt--Our Senior Secured Notes," if our
existing $500 million in senior secured notes were to fail to maintain an
investment grade rating from either Moody's or Standard & Poor's, we would be
required to secure such senior secured notes by substantially all our and the
Subsidiary Guarantors' assets. In that case, the Credit Facilities and the
Mirage Notes would be required to be secured by the same assets. In addition,
the Mirage Notes would be required to be collateralized if the Credit
Facilities or certain designated senior indebtedness of MGM MIRAGE were
collateralized at any time. In any such case the notes offered hereby would
also be required to be secured equally and ratably by the assets securing the
senior secured notes, the Credit Facilities, the Mirage Notes or any such
other indebtedness (if any), as the case may be. Except as described under
"Description of Debt Securities--Merger, Consolidation or Sale of Assets" in
the accompanying

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prospectus or "--Additional Covenants of MGM MIRAGE" below, the indenture does
not contain any other provisions that would afford holders of the notes
protection in the event of (i) a highly leveraged or similar transaction
involving MGM MIRAGE or any of its Subsidiaries, or (ii) a reorganization,
restructuring, merger or similar transaction involving MGM MIRAGE or any of
its Subsidiaries that may adversely affect the holders of the notes. In
addition, subject to the limitations set forth under "Description of Debt
Securities--Merger, Consolidation or Sale of Assets" in the accompanying
prospectus and under "--Additional Covenants of MGM MIRAGE" below, MGM MIRAGE
or any of its Subsidiaries may, in the future, enter into certain transactions
that would increase the amount of Indebtedness of MGM MIRAGE or its
Subsidiaries or substantially reduce or eliminate the assets of MGM MIRAGE or
its Subsidiaries, which may have an adverse effect on MGM MIRAGE's ability to
service its Indebtedness, including the notes.

Principal, Maturity and Interest

The indenture provides for the issuance by MGM MIRAGE of notes with a
maximum aggregate principal amount of $2.04 billion. MGM MIRAGE will issue the
notes in denominations of $1,000 and integral multiples of $1,000. The notes
will mature on September 15, 2010.

Interest on the notes will accrue at the rate of 8 1/2% per annum. Interest
will be payable semiannually in arrears on March 15 and September 15,
commencing on March 15, 2001. MGM MIRAGE will make each interest payment to
the holders of record of the notes on the immediately preceding March 1 and
September 1.

Interest on the notes will accrue from the date of original issuance or, if
interest has already been paid, from the date it was most recently paid.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

Subsidiary Guarantees

MGM MIRAGE's payment Obligations under the notes will be jointly and
severally guaranteed (the "Subsidiary Guarantees") by each of the Subsidiaries
of MGM MIRAGE other than the Excluded Subsidiaries (the "Subsidiary
Guarantors"). As of the issue date, the Subsidiary Guarantors will include MGM
Grand Hotel, Inc. (which owns the MGM Grand Las Vegas), Mirage Resorts,
Incorporated (which owns, among other properties, Bellagio and The Mirage),
New York-New York Hotel and Casino, LLC (which owns New York-New York) and MGM
Grand Detroit, Inc. (which owns 97% of the MGM Grand Detroit casino). The
Excluded Subsidiaries will include all non-U.S. Subsidiaries of MGM MIRAGE and
such non-U.S. Subsidiaries' U.S. holding companies. The Excluded Subsidiaries
also include MGM Grand-Bally's Monorail LLC, Victoria Partners and Marina
District Development Company and MGM Grand Detroit, LLC and its Subsidiaries
(including MGM Grand Detroit II, LLC). MGM Grand Detroit, LLC is a guarantor
under the Credit Facilities but such guarantee is limited to the amount of the
proceeds of borrowings under the Credit Facilities made available to MGM Grand
Detroit, LLC. The Subsidiary Guarantee of each Subsidiary Guarantor will be
(i) senior in right of payment to the guarantees of the Subordinated Notes by
the Subsidiary Guarantor and future Indebtedness of the Subsidiary Guarantor
that may be subordinated to the notes and (ii) equal or senior in right of
payment with all other existing and future Indebtedness of the Subsidiary
Guarantor. The obligations of each Subsidiary Guarantor under its Subsidiary
Guarantee will be limited so as not to constitute a fraudulent conveyance
under applicable law.

On May 30, 2000, the Nevada Gaming Commission granted MGM MIRAGE prior
approval to make public offerings for a period of 14 months, subject to
certain conditions. This offering of the notes is being made pursuant to such
shelf approval. The shelf approval includes prior approvals by the Nevada
Gaming Commission of the Subsidiary Guarantees by Subsidiaries of MGM MIRAGE.
Similar approvals were obtained from the Mississippi Gaming Commission on May
18, 2000, with respect to the guarantees by the corporate Subsidiaries of MGM
MIRAGE licensed in Mississippi. See "Regulation and Licensing--Nevada Gaming
Regulation" and "--Mississippi Gaming Regulation."

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In addition to the Subsidiary Guarantors named in the indenture on the
closing date, the indenture will provide that, except for Excluded
Subsidiaries, any existing or future Subsidiary of MGM MIRAGE shall become a
Subsidiary Guarantor if such Subsidiary incurs any Indebtedness or if and for
so long as such Subsidiary provides a guarantee in respect of Indebtedness of
MGM MIRAGE.

No Subsidiary Guarantor will be permitted to consolidate with or merge with
or into (whether or not such Subsidiary Guarantor is the surviving Person)
another corporation or other Person, whether or not affiliated with such
Subsidiary Guarantor unless:

(i) subject to the provisions of the following paragraph, the Person
formed by or surviving any such consolidation or merger (if other than such
Subsidiary Guarantor) assumes all the obligations of such Subsidiary
Guarantor under the Subsidiary Guarantee and the indenture pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the
trustee; and

(ii) immediately after giving effect to such transaction, no Default or
Event of Default exists.

The indenture will provide that in the event of (a) a sale or other
disposition of all of the assets of any Subsidiary Guarantor, by way of
merger, consolidation or otherwise or (b) a sale or other disposition of all
of the capital stock of any Subsidiary Guarantor, then the Subsidiary
Guarantor (in the event of a sale or other disposition, by way of such a
merger, consolidation or otherwise, of all of the capital stock of such
Subsidiary Guarantor) or the corporation acquiring the property (in the event
of a sale or other disposition of all of the assets of the Subsidiary
Guarantor) will be released and relieved of any obligations under its
Subsidiary Guarantee, except in the event of a sale or other disposition to
MGM MIRAGE, any other Subsidiary Guarantor or any Affiliate thereof.

Optional Redemption

The notes are redeemable at our election, in whole or in part at any time
at a redemption price equal to the greater of:

. 100% of the principal amount of the notes then outstanding; or

. as determined by an Independent Investment Banker, the sum of the
present values of the remaining scheduled payments of principal and
interest on the notes to be redeemed (not including any portion of such
payments of interest accrued to the date of redemption) discounted to
the redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus
25 basis points,

plus, in either of the above cases, accrued and unpaid interest to the date of
redemption on the notes to be redeemed.

"Adjusted Treasury Rate" means, with respect to any redemption date:

. the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication
which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months
before or after the Remaining Life (as defined below), yields for the
two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the Adjusted Treasury Rate shall
be interpolated or extrapolated from such yields on a straight line
basis, rounding to the nearest month); or

. if such release (or any successor release) is not published during the
week preceding the calculation date or does not contain such yields, the
rate per annum equal to the semiannual equivalent yield to

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maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day
preceding the redemption date.

"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such securities ("Remaining Life").

"Comparable Treasury Price" means (1) the average of four Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.

"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by us.

"Reference Treasury Dealer" means:

. each of Morgan Stanley & Co. Incorporated and Banc of America Securities
LLC and their respective successors; provided, however, that if any of
the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), we shall
substitute another Primary Treasury Dealer; and

. any other Primary Treasury Dealer selected by us.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.

We will mail a notice of redemption at least 30 days but not more than 60
days before the redemption date to each holder of notes to be redeemed. If we
elect to partially redeem the notes, the trustee will select in a fair and
appropriate manner the notes to be redeemed.

Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the notes or portion thereof
called for redemption.

Mandatory Redemption

MGM MIRAGE will not be required to make any mandatory redemption or sinking
fund payments in respect of the notes.

Mandatory Disposition Pursuant to Gaming Laws

Each holder, by accepting a note, shall be deemed to have agreed that if the
gaming authority of any jurisdiction in which MGM MIRAGE or any of its
Subsidiaries conducts or proposes to conduct gaming requires that a person who
is a holder or the beneficial owner of notes be licensed, qualified or found
suitable under applicable gaming laws, such holder or beneficial owner, as the
case may be, shall apply for a license, qualification or a finding of
suitability within the required time period. If such Person fails to apply or
become licensed or qualified or is found unsuitable, MGM MIRAGE shall have the
right, at its option:

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. to require such Person to dispose of its notes or beneficial interest
therein within 30 days of receipt of notice of MGM MIRAGE's election or
such earlier date as may be requested or prescribed by such gaming
authority; or

. to redeem such notes, which redemption may be less than 30 days
following the notice of redemption if so requested or prescribed by the
applicable gaming authority, at a redemption price equal to:

(1) the lesser of:

(a) the Person's cost, plus accrued and unpaid interest, if any, to
the earlier of the redemption date or the date of the finding of
unsuitability or failure to comply; and

(b) 100% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the earlier of the redemption date or the date of
the finding of unsuitability or failure to comply; or

(2) such other amount as may be required by applicable law or order of
the applicable gaming authority.

MGM MIRAGE shall notify the trustee in writing of any such redemption as
soon as practicable. MGM MIRAGE shall not be responsible for any costs or
expenses any holder of MGM MIRAGE notes may incur in connection with its
application for a license, qualification or a finding of suitability.

Additional Covenants of MGM MIRAGE

Limitation on Liens

Other than as provided below under "--Exempted Liens and Sale and Lease-
Back Transactions," neither MGM MIRAGE nor any of the Subsidiary Guarantors
may issue, assume or guarantee any Indebtedness secured by a Lien upon any
Principal Property or on any evidences of Indebtedness or shares of capital
stock of, or other ownership interests in, any Subsidiaries (regardless of
whether the Principal Property, Indebtedness, capital stock or ownership
interests were acquired before or after the date of the indenture) without
effectively providing that the notes shall be secured equally and ratably with
(or prior to) such Indebtedness so long as such Indebtedness shall be so
secured, except that this restriction will not apply to:

(a) Liens existing on the date of original issuance of the notes;

(b) Liens affecting property of a corporation or other entity existing
at the time it becomes a Subsidiary Guarantor or at the time it is merged
into or consolidated with MGM MIRAGE or a Subsidiary Guarantor (provided
that such Liens are not incurred in connection with, or in contemplation
of, such entity becoming a Subsidiary Guarantor or such merger or
consolidation and do not extend to or cover property of MGM MIRAGE or any
Subsidiary Guarantor other than property of the entity so acquired or which
becomes a Subsidiary Guarantor);

(c) Liens (including purchase money Liens) existing at the time of
acquisition thereof on property acquired after the date hereof or to secure
Indebtedness Incurred prior to, at the time of, or within 24 months after
the acquisition for the purpose of financing all or part of the purchase
price of property acquired after the date hereof (provided that such Liens
do not extend to or cover any property of MGM MIRAGE or any Subsidiary
Guarantor other than the property so acquired);

(d) Liens on any property to secure all or part of the cost of
improvements or construction thereon or Indebtedness Incurred to provide
funds for such purpose in a principal amount not exceeding the cost of such
improvements or construction;

(e) Liens which secure Indebtedness of a Subsidiary of MGM MIRAGE to MGM
MIRAGE or to a Subsidiary Guarantor or which secure Indebtedness of MGM
MIRAGE to a Subsidiary Guarantor;

(f) Liens on the stock, partnership or other equity interest of MGM
MIRAGE or Subsidiary Guarantor in any Joint Venture or any Subsidiary which
owns an equity interest in such Joint Venture to secure

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Indebtedness, provided the amount of such Indebtedness is contributed
and/or advanced solely to such Joint Venture;

(g) certain Liens to government entities, including pollution control or
industrial revenue bond financing;

(h) Liens required by any contract or statute in order to permit MGM
MIRAGE or a Subsidiary of MGM MIRAGE to perform any contract or subcontract
made by it with or at the request of a governmental entity;

(i) mechanic's, materialman's, carrier's or other like Liens, arising in
the ordinary course of business;

(j) certain Liens for taxes or assessments and similar charges;

(k) zoning restrictions, easements, licenses, covenants, reservations,
restrictions on the use of real property and certain other minor
irregularities of title; and

(l) any extension, renewal, replacement or refinancing of any
Indebtedness secured by a Lien permitted by any of the foregoing clauses
(a) through (f).

Notwithstanding the foregoing,

(a) if any of the Existing Senior Notes are hereafter secured by any
Liens on any of the assets of MGM MIRAGE or any Subsidiary Guarantor, then
MGM MIRAGE and each Subsidiary Guarantor shall, substantially concurrently
with the granting of any such Liens, subject to all necessary gaming
regulatory approvals, grant perfected Liens in the same collateral to
secure the notes, equally, ratably and on a pari passu basis. The Liens
granted pursuant to this provision shall be (i) granted concurrently with
the granting of any such Liens, and (ii) granted pursuant to instruments,
documents and agreements which are no less favorable to the trustee and the
holders of the notes than those granted to secure the Existing Senior
Notes. In connection with the granting of any such Liens, MGM MIRAGE and
each Subsidiary Guarantor shall provide to the trustee (y) policies of
title insurance on customary terms and conditions, to the extent that
policies of title insurance on the corresponding property are provided to
the holders of the Existing Senior Notes or their trustee (and in an
insured amount that bears the same proportion to the principal amount of
the outstanding notes as the insured amount in the policies provided to the
holders of the Existing Senior Notes bears to the aggregate outstanding
amount thereof, and (z) legal opinions and other assurances as the trustee
may reasonably request.

(b) Thereafter, if MGM MIRAGE and the Subsidiary Guarantors become
entitled to the release of all of the equal, ratable and pari passu Liens
securing the Existing Senior Notes, and provided that no Default or Event
of Default has then occurred and remains continuing, MGM MIRAGE and the
Subsidiary Guarantors may in their sole discretion request that the Trustee
release any Liens securing the notes.

Limitation on Sale and Lease-Back Transactions

Other than as provided below under "--Exempted Liens and Sale and Lease-
Back Transactions," neither MGM MIRAGE nor any Subsidiary Guarantor will enter
into any Sale and Lease-Back Transaction unless either:

(i) MGM MIRAGE or such Subsidiary Guarantor would be entitled, pursuant
to the provisions described in clauses (a) through (l) under "--Limitation
on Liens" above, to create, assume or suffer to exist a Lien on the
property to be leased without equally and ratably securing the notes; or

(ii) an amount equal to the greater of the net cash proceeds of such
sale or the fair market value of such property (in the good faith opinion
of MGM MIRAGE's board of directors) is applied within 120 days to the
retirement or other discharge of its Funded Debt.

Exempted Liens and Sale and Lease-Back Transactions

Notwithstanding the restrictions set forth in "--Limitation on Liens" and
"--Limitation on Sale and Lease-Back Transactions" above, MGM MIRAGE or any
Subsidiary Guarantor may create, assume or suffer to

S-46

exist Liens or enter into Sale and Lease-Back Transactions not otherwise
permitted as described above, provided that at the time of such event, and
after giving effect thereto, the sum of outstanding Indebtedness secured by
such Liens (not including Liens permitted under "--Limitation on Liens" above)
plus all Attributable Debt in respect of such Sale and Lease-Back Transactions
entered into (not including Sale and Lease-Back Transactions permitted under
"--Limitation on Sale and Lease-Back Transactions" above), measured, in each
case, at the time any such Lien is incurred or any such Sale and Lease-Back
Transaction is entered into, by MGM MIRAGE and the Subsidiary Guarantors does
not exceed 15% of Consolidated Net Tangible Assets, provided that the
foregoing shall not apply to any Liens that may at any time secure any of the
Existing Senior Notes.

Subsidiary Guarantees

In addition to the Subsidiary Guarantors named in the indenture on the
closing date, the indenture will provide that any existing or future
Subsidiary of MGM MIRAGE (other than an Excluded Subsidiary) shall become a
Subsidiary Guarantor, on a senior basis, of MGM MIRAGE's payment Obligations
under the notes and the indenture, if such Subsidiary Incurs any Indebtedness
or if and for so long as such Subsidiary provides a guarantee in respect of
any Indebtedness of MGM MIRAGE.

Supplemental Events of Default

Reference is made to the section entitled "Description of Debt Securities"
in the accompanying prospectus for a description of events of default
applicable to the notes under the indenture. In addition to such events of
default, the following events shall each constitute an event of default
applicable to the notes under the indenture:

(i) the acceleration of the maturity of any Indebtedness of MGM MIRAGE
or any Subsidiary Guarantor (other than Non-recourse Indebtedness), at any
one time, in an amount in excess of the greater of (a) $25 million and (b)
5% of Consolidated Net Tangible Assets, if such acceleration is not
annulled within 30 days after written notice as provided in the indenture;
and

(ii) entry of final judgments against MGM MIRAGE or any Subsidiary
Guarantor which remain undischarged for a period of 60 days, provided that
the aggregate of all such judgments exceeds $25 million and judgments
exceeding $25 million remain undischarged for 60 days after notice.

Supplemental Modification or Waiver Provisions

Reference is made to the section entitled "Description of Debt Securities--
Modification and Waiver" in the accompanying prospectus for a description of
provisions pertaining to modifications or waivers of the indenture, provided
with respect to these notes and the indenture, references in such section to
MGM MIRAGE shall also be deemed to include the Subsidiary Guarantors. In
addition to the other modifications or waivers specified therein that require
the consent of each affected holder of the notes, a release of any Subsidiary
Guarantor or any collateral securing the notes (except in accordance with the
provisions of the indenture) requires the consent of each affected holder of
notes.

Gaming Approvals

Restrictions on the transfer of the equity securities of the corporate
Subsidiaries licensed in Nevada of MGM MIRAGE, and agreements not to encumber
such equity securities, in each case in respect of the notes, require the
prior approval of the Nevada Gaming Commission in order to be effective. On
May 30, 2000, the Nevada Gaming Commission granted MGM MIRAGE prior approval
to make public offerings for a period of fourteen months, subject to certain
conditions. This offering of the notes is being made pursuant to such shelf
approval. The shelf approval includes prior approval by the Nevada Gaming
Commission of restrictions on the transfer of the equity securities of MGM
MIRAGE's corporate Subsidiaries licensed in Nevada and agreements not to
encumber such equity securities, in each case in respect of the notes. Similar
approvals were obtained from the Mississippi Gaming Commission on May 18,
2000, with respect to these restrictions and agreements not to encumber the
equity securities of the corporate Subsidiaries of MGM MIRAGE licensed in
Mississippi, whether securities are issued in a private placement or a public
offering. For more information, see "Regulation and Licensing--Nevada Gaming
Regulation" and "--Mississippi Gaming Regulation."

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Compliance with Gaming Laws

Each holder of a note, by accepting any note, agrees to be bound by the
requirements imposed on holders of debt securities of MGM MIRAGE by the gaming
authority of any jurisdiction in which MGM MIRAGE or any of its Subsidiaries
conducts or proposes to conduct gaming activities. For a description of the
regulatory requirements applicable to MGM MIRAGE, see "Regulation and
Licensing" herein.

Reports

So long as any notes are outstanding, MGM MIRAGE will file with the trustee
under the indenture the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 or Section 15(d) of the
Exchange Act with respect to securities listed and registered on a national
securities exchange as such rules and regulations may require.

Book-Entry; Delivery and Form

The notes sold within the United States will initially be issued in the
form of one or more global notes. The global notes will be deposited with, or
on behalf of, The Depository Trust Company ("DTC") and registered in the name
of DTC or its nominee, who will be the global notes holder. Except as set
forth below, the global notes may be transferred, in whole and not in part,
only to DTC or another nominee of DTC. Investors may hold their beneficial
interests in the global notes directly through DTC if they are participating
organizations or "participants" in such system or indirectly through
organizations that are participants in such system.

Depository Procedures

DTC has advised MGM MIRAGE that DTC is a limited-purpose trust company that
was created to hold securities for its participants and to facilitate the
clearance and settlement of transactions in such securities between
participants through electronic book-entry changes in accounts of its
participants. The participants include securities brokers and dealers, banks
and trust companies, clearing corporations and certain other organizations.
Access to DTC's system is also available to other entities such as banks,
brokers, dealers and trust companies, which we refer to as "indirect
participants," that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. Persons who are not participants
may beneficially own securities held by or on behalf of DTC only through the
participants or the indirect participants.

MGM MIRAGE expects that pursuant to procedures established by DTC:

(i) upon deposit of the global notes, DTC will credit the accounts of
participants designated by Underwriters with portions of the principal
amount of the global notes; and

(ii) ownership of the notes evidenced by the global notes will be shown
on, and the transfer of ownership thereof will be effected only through,
records maintained by DTC (with respect to the interests of the
participants), the participants and the indirect participants.

Prospective purchasers are advised that the laws of some states require
that certain persons take physical delivery in definitive form of securities
that they own. Consequently, the ability to transfer notes evidenced by the
global notes will be limited to such extent.

So long as the global notes holder is the registered owner of any notes,
the global notes holder will be considered the sole holder under the indenture
of any notes evidenced by the global notes. Beneficial owners of notes
evidenced by the global notes will not be considered the owners or holders
thereof under the indenture for any purpose, including with respect to the
giving of any directions, instructions or approvals to the trustee

S-48

thereunder. Neither MGM MIRAGE nor the applicable trustee will have any
responsibility or liability for any aspect of the records of DTC or for
maintaining, supervising or reviewing any records of DTC relating to the
notes.

Payments in respect of the principal of, premium, if any, and interest on
any notes registered in the name of the global notes holder on the applicable
record date will be payable by the applicable trustee to or at the direction
of the global notes holder in its capacity as the registered holder under the
indenture. Under the terms of the indenture, MGM MIRAGE and the applicable
trustee may treat the persons in whose names notes, including the global
notes, are registered as the owners thereof for the purpose of receiving such
payments. Consequently, neither MGM MIRAGE nor the applicable trustee has or
will have any responsibility or liability for the payment of such amounts to
beneficial owners of notes. MGM MIRAGE believes, however, that it is currently
the policy of DTC to immediately credit the accounts of the relevant
participants with such payments, in amounts proportionate to their respective
holdings of beneficial interests in the relevant security as shown on the
records of DTC. Payments by the participants and the indirect participants to
the beneficial owners of notes will be governed by standing instructions and
customary practice and will be the responsibility of the participants or the
indirect participants.

Certificated Securities

Subject to certain conditions, any person having a beneficial interest in a
global note may, upon request to the trustee, exchange such beneficial
interest for notes in the form of certificated securities. Upon any such
issuance, the trustee is required to register such certificated securities in
the name of, and cause the same to be delivered to, such person or persons (or
the nominee of any thereof). In addition, if:

(i) MGM MIRAGE notifies the trustee in writing that DTC is no longer
willing or able to act as a depositary and MGM MIRAGE is unable to locate a
qualified successor within 90 days; or

(ii) MGM MIRAGE, at its option, notifies the trustee in writing that it
elects to cause the issuance of notes in the form of certificated
securities under the indenture, then, upon surrender by the global notes
holder of its global notes, notes in such form will be issued to each
person that the global notes holder and DTC identify as being the
beneficial owner of the related notes.

Neither MGM MIRAGE nor the trustee will be liable for any delay by the
global notes holder or DTC in identifying the beneficial owners of notes and
MGM MIRAGE and the trustee may conclusively rely on, and will be protected in
relying on, instructions from the global notes holder or DTC for all purposes.

Paying Agent and Registrar for the Notes

The trustee will initially act as paying agent and registrar for the notes.
MGM MIRAGE may change the paying agent or registrar without prior notice to
the holders of the notes, and MGM MIRAGE or any of its Subsidiaries may act as
paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the indenture.
The registrar and the trustee may require a holder, among other things, to
furnish appropriate endorsements and transfer documents and MGM MIRAGE may
require a holder to pay any taxes and fees required by law or permitted by the
indenture. MGM MIRAGE is not required to transfer or exchange any note
selected for redemption. Also, MGM MIRAGE is not required to transfer or
exchange any note for a period of 15 days before a selection of notes to be
redeemed.

The registered holder of a note will be treated as the owner of it for all
purposes.

S-49

Concerning the Trustee

If the trustee becomes a creditor of MGM MIRAGE, the indenture limits its
right to obtain payment of claims in certain cases, or to realize on certain
property received in respect of any such claim as security or otherwise. The
trustee will be permitted to engage in other transactions; however, if it
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the Commission for permission to continue or resign.

The holders of a majority in aggregate principal amount of the then
outstanding notes will have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the trustee,
subject to certain exceptions. The indenture provides that in case an Event of
Default shall occur and be continuing, the trustee will be required, in the
exercise of its power, to use the degree of care of a prudent man in the
conduct of his own affairs. Subject to such provisions, the trustee will be
under no obligation to exercise any of its rights or powers under the
indenture at the request of any holder of notes, unless such holder shall have
offered to the trustee security and indemnity satisfactory to it against any
loss, liability or expense.

Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference
is made to the indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with") as used with respect to any
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
agreement or otherwise.

"Attributable Debt" with respect to any Sale and Lease-Back Transaction
that is subject to the restrictions described under "--Additional Covenants of
MGM MIRAGE--Limitation on Sale and Lease-Back Transactions" means the present
value of the minimum rental payments called for during the terms of the lease
(including any period for which such lease has been extended), determined in
accordance with generally accepted accounting principles, discounted at a rate
that, at the inception of the lease, the lessee would have incurred to borrow
over a similar term the funds necessary to purchase the leased assets.

"Consolidated Net Tangible Assets" means the total amount of assets
(including investments in Joint Ventures) of MGM MIRAGE and its Subsidiaries
(less applicable depreciation, amortization and other valuation reserves)
after deducting therefrom (a) all current liabilities of MGM MIRAGE and its
Subsidiaries (excluding (i) the current portion of long-term Indebtedness,
(ii) intercompany liabilities and (iii) any liabilities which are by their
terms renewable or extendible at the option of the obligor thereon to a time
more than 12 months from the time as of which the amount thereof is being
computed) and (b) all goodwill, trade names, trademarks, patents, unamortized
debt discount and any other like intangibles, all as set forth on the
consolidated balance sheet of MGM MIRAGE for the most recently completed
fiscal quarter for which financial statements are available and computed in
accordance with generally accepted accounting principles.

"Credit Facilities" means, collectively: (i) the Second Amended and
Restated Loan Agreement, dated as of April 10, 2000, among MGM MIRAGE, as
Borrower, MGM Grand Atlantic City, Inc. and MGM Grand Detroit, LLC, as Co-
Borrowers, the Banks, Syndication Agent, Documentation Agents and Co-
Documentation Agents therein named, and Bank of America, N.A., as
Administrative Agent (and their successors and assigns from time to time party
thereto), including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, in each case as
amended, modified, renewed, extended, refunded, replaced or refinanced from
time to time; (ii) the 364-Day Loan Agreement, dated as of April 10, 2000,
among MGM

S-50

MIRAGE, as Borrower, MGM Grand Atlantic City, Inc. and MGM Grand Detroit, LLC,
as Co-Borrowers, the Banks, Syndication Agent, Documentation Agents and Co-
Documentation Agents therein named, and Bank of America, N.A., as
Administrative Agent (and their successors and assigns from time to time party
thereto), including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, in each case as
amended, modified, renewed, extended, refunded, replaced or refinanced from
time to time; and (iii) the Term Loan Agreement, dated as of April 7, 2000,
among MGM MIRAGE, as Borrower, MGM Grand Atlantic City, Inc. and MGM Grand
Detroit, LLC, as Co-Borrowers, the Banks, Syndication Agent, Documentation
Agents and Co-Documentation Agents therein named, and Bank of America, N.A.,
as Administrative Agent (and their successors and assigns from time to time
party thereto), including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, in each case as
amended, modified, renewed, extended, refunded, replaced or refinanced from
time to time.

"Excluded Subsidiary" means The MGM Grand Bally's Monorail, LLC, MGM Grand
Detroit, LLC, MGM Grand Detroit II, LLC and MGM MIRAGE's non-U.S. Subsidiaries
whose only tangible assets are located in foreign nations and their U.S.
holding companies, provided such holding companies have no other assets or
operations and provided that except for MGM Grand Detroit, LLC to the extent
it guarantees any amounts of proceeds of borrowings under the Credit
Facilities made available to MGM Grand Detroit, LLC, if any Excluded
Subsidiary becomes subject to the covenants in the Credit Facilities
applicable to the Subsidiary Guarantors or grants any Liens to secure the
Credit Facilities, or if any Excluded Subsidiary guarantees or grants any
Liens to secure any of the Existing Senior Notes, such Excluded Subsidiary
will thereafter not be an Excluded Subsidiary.

"Existing Senior Notes" means (i) MGM MIRAGE's 6.95% senior notes due 2005
in the original aggregate principal amount of $300 million, (ii) MGM MIRAGE's
6.875% senior notes due 2008 in the original aggregate principal amount of
$200 million and (iii) the Mirage Notes.

"Funded Debt" means all Indebtedness of MGM MIRAGE or any Subsidiary
Guarantor which (i) matures by its terms on, or is renewable at the option of
any obligor thereon to, a date more than one year after the date of original
issuance of such Indebtedness and (ii) ranks at least pari passu with the
notes or the applicable Subsidiary Guarantee.

"Incur" means, with respect to any Indebtedness, to incur, create, issue,
assume, guarantee or otherwise become liable for or with respect to, or become
responsible for, the payment of, contingently or otherwise, such Indebtedness;
provided that the accrual of interest shall not be considered an Incurrence of
Indebtedness.

"Indebtedness" of any Person means (i) any indebtedness of such Person,
contingent or otherwise, in respect of borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or only to
a portion thereof), or evidenced by notes, bonds, debentures or similar
instruments or letters of credit, or representing the balance deferred and
unpaid of the purchase price of any property, including any such indebtedness
Incurred in connection with the acquisition by such Person or any of its
Subsidiaries of any other business or entity, if and to the extent such
indebtedness would appear as a liability upon a balance sheet of such Person
prepared in accordance with generally accepted accounting principles,
including for such purpose (other than for collection or deposit in the
ordinary course of business), discount with recourse, or any agreement
(contingent or otherwise) to purchase, repurchase or otherwise acquire or to
supply or advance funds with respect to, or to become liable with respect to
(directly or indirectly) any indebtedness, obligation, liability or dividend
of any Person, but shall not include indebtedness or amounts owed for
compensation to employees, or for goods or materials purchased, or services
utilized, in the ordinary course of business of such Person. For purposes of
this definition of Indebtedness, a "capitalized lease" shall be deemed to mean
a lease of real or personal property which, in accordance with generally
accepted accounting principles, is required to be capitalized.

"Joint Venture" means any partnership, corporation or other entity, in
which up to and including 50% of the partnership interests, outstanding voting
stock or other equity interests is owned, directly or indirectly, by MGM
MIRAGE and/or one or more of its Subsidiaries.

S-51

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit,
arrangement, encumbrance, security interest, lien (statutory or otherwise), or
preference, priority or other security or similar agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation,
any conditional sale or other title retention agreement having substantially
the same economic effect as any of the foregoing).

"Mirage Notes" means (i) Mirage Resorts, Incorporated's 6 5/8% notes due
2005 in the principal amount of $200 million, (ii) Mirage Resorts,
Incorporated's 7 1/4% notes due 2006 in the principal amount of $250 million,
(iii) Mirage Resorts, Incorporated's 6 3/4% notes due 2007 in the principal
amount of $200 million, (iv) Mirage Resorts, Incorporated's 6 3/4% notes due
2008 in the principal amount of $200 million and (v) Mirage Resorts,
Incorporated's 7 1/4% debentures due 2017 in the principal amount of
$100 million.

"Non-recourse Indebtedness" means Indebtedness the terms of which provide
that the lender's claim for repayment of such Indebtedness is limited solely
to a claim against the property which secures such Indebtedness.

"Obligations" means any principal, interest, premium, if any, penalties,
fees, indemnifications, reimbursements, expenses, damages or other liabilities
or amounts payable under the documentation governing or otherwise in respect
of any Indebtedness.

"Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust, estate,
unincorporated organization or government or any agency or political
subdivision thereof or any other entity.

"Principal Property" means any real estate or other physical facility or
depreciable asset or securities the net book value of which on the date of
determination exceeds the greater of $25 million and 2% of Consolidated Net
Tangible Assets.

"Sale and Lease-Back Transaction" means any arrangement with a person
(other than MGM MIRAGE or any of its Subsidiaries), or to which any such
person is a party, providing for the leasing to MGM MIRAGE or any of its
Subsidiaries for a period of more than three years of any Principal Property
which has been or is to be sold or transferred by MGM MIRAGE or any of its
Subsidiaries to such person, or to any other person (other than MGM MIRAGE of
any of its Subsidiaries) to which funds have been or are to be advanced by
such person on the security of the leased property.

"Subsidiary" of any specified Person means any corporation, partnership or
limited liability company of which at least a majority of the outstanding
stock (or other equity interests) having by the terms thereof ordinary voting
power for the election of directors (or the equivalent) of such Person
(irrespective of whether or not at the time stock (or other equity interests)
of any other class or classes of such Person shall have or might have voting
power by reason of the happening of any contingency) is at the time directly
or indirectly owned by such Person, or by one or more other Subsidiaries, or
by such Person and one or more other Subsidiaries.

"Treasury Securities" mean any obligations issued or guaranteed by the
United States government or any agency thereof.

S-52

UNDERWRITERS

Under the terms and subject to the conditions contained in an Underwriting
Agreement dated September 12, 2000, the underwriters named below have
severally agreed to purchase, and MGM MIRAGE has agreed to sell to them,
severally, the respective principal amounts of notes set forth below.

Principal Amount
Name of Notes
---- ----------------

Morgan Stanley & Co. Incorporated.......................... $392,500,000
Banc of America Securities LLC............................. 114,375,000
Deutsche Bank Securities Inc............................... 45,750,000
Fleet Securities, Inc...................................... 45,750,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................................. 45,750,000
Salomon Smith Barney Inc................................... 45,750,000
Scotia Capital (USA) Inc. ................................. 45,750,000
Bear, Stearns & Co. Inc.................................... 22,875,000
CIBC World Markets Corp.................................... 22,875,000
Lehman Brothers Inc........................................ 22,875,000
SG Cowen Securities Corporation............................ 22,875,000
Wasserstein Perella Securities, Inc........................ 22,875,000
------------
Total.................................................... $850,000,000
============

The Underwriting Agreement provides that the obligations of the several
underwriters to pay for and accept delivery of the notes are subject to, among
other things, the approval of certain legal matters by counsel and to certain
other conditions.

The underwriters initially propose to offer part of the notes directly to
the public at the public offering price set forth on the cover page hereof and
part to certain dealers at a price which represents a concession, not in
excess of .40% of the principal amount of the notes. Any underwriter may
allow, and those dealers may reallow, a concession not in excess of .25% of
the principal amount of the notes. After the initial offering of the notes,
the offering price and other selling terms may from time to time be varied by
the underwriters.

MGM MIRAGE and the subsidiary guarantors have agreed to indemnify the
several underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, as amended.

MGM MIRAGE has agreed not to offer, sell, contract to sell or otherwise
dispose of any of its debt securities substantially similar to the notes
during the period beginning on the date of this prospectus supplement and
continuing to and including the date the notes are delivered to the
underwriters, without the prior written consent of Morgan Stanley & Co.
Incorporated and Banc of America Securities LLC.

MGM MIRAGE does not intend to apply for listing of the notes on a national
securities exchange, but has been advised by the several underwriters that
those firms presently intend to make a market in the notes as permitted by
applicable laws and regulations. The underwriters are not obligated, however,
to make a market in the notes, and any such market making may be discontinued
at any time at the sole discretion of the underwriters. Accordingly, no
assurance can be given as to the liquidity of, or trading markets for, the
notes.

MGM MIRAGE estimates that it will spend approximately $550,000 for
printing, rating agency, trustee and legal fees and other expenses related to
this offering.

Certain of the underwriters and their affiliates engage in transactions
with and perform services for MGM MIRAGE and the subsidiary guarantors in the
ordinary course of business and have engaged, and may in the future engage, in
investment banking and commercial banking transactions with MGM MIRAGE and the
Subsidiary Guarantors.

S-53

In order to facilitate the offering of the notes, the underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price
of the notes. Specifically, the underwriters may overallot in connection with
the offering, creating a short position in the notes for their own account. In
addition, to cover overallotments or to stabilize the price of the notes, the
underwriters may bid for and purchase the notes in the open market. Finally,
the underwriting syndicate may reclaim selling concessions allowed to an
underwriter or a dealer for distributing the notes in the offering, if the
syndicate repurchases previously distributed notes in transactions to cover
syndicate short positions, in stabilization transactions or otherwise. Any of
these activities may stabilize or maintain the market price of the notes above
independent market levels. The underwriters are not required to engage in
these activities, and may end any of these activities at any time.

Certain of the underwriters and their respective affiliates have, from time
to time, performed various investment or commercial banking and financial
advisory services for us and our affiliates in the ordinary course of business
for which they have received customary fees. Any of the underwriters or their
respective affiliates may in the future engage in investment or commercial
banking or other transactions of a financial nature with us or our affiliates,
including the provision of advisory services and the making of loans to us or
our affiliates, for which they would receive customary fees or other payments.
As described under "Use of Proceeds," we intend to use the net proceeds from
the offering of the notes to repay a portion of the outstanding borrowings
under MGM MIRAGE's existing $1.3 billion senior term loan. The lenders under
MGM MIRAGE's senior term loan include affiliates of the following
underwriters: Banc of America Securities LLC, Bear, Stearns & Co. Inc., CIBC
World Markets Corp., Deutsche Bank Securities Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Salomon Smith Barney Inc. and SG Cowen Securities
Corporation. It is expected that these lenders will in the aggregate receive
more than 10% of the net proceeds from the offering of the notes in the form
of repayment of borrowings outstanding under MGM MIRAGE's senior term loan.
Accordingly, the offering of the notes is being made pursuant to Rule
2710(c)(8) of the Conduct Rules of the National Association of Securities
Dealers, Inc.

LEGAL MATTERS

The validity of the notes offered hereby will be passed upon for us by
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, Los Angeles,
California. Terry N. Christensen, a partner of Christensen, Miller, Fink,
Jacobs, Glaser, Weil & Shapiro, LLP, and Gary N. Jacobs, who is of counsel to
that firm, are members of our board of directors, and Mr. Jacobs is also
Executive Vice President & General Counsel of MGM MIRAGE. They and other
attorneys in that firm beneficially own an aggregate of 15,623 shares of our
common stock. Certain matters in connection with this offering will be passed
upon for the underwriters by Gibson, Dunn & Crutcher LLP, Los Angeles,
California and New York, New York.

EXPERTS

The audited consolidated financial statements and schedule of MGM MIRAGE
(formerly MGM Grand, Inc.) incorporated by reference in this prospectus
supplement and the accompanying prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports
with respect thereto, and are incorporated herein by reference in reliance
upon the authority of said firm as experts in accounting and auditing in
giving said reports. Reference is made to said report which includes an
explanatory paragraph with respect to the change in accounting for start-up
activities in 1999 as discussed in Note 2 to the MGM MIRAGE (formerly MGM
Grand, Inc.) consolidated financial statements.

The audited consolidated financial statements and schedule of Mirage
Resorts, Incorporated, incorporated by reference in this prospectus supplement
and the accompanying prospectus, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein by reference in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report. Reference is made to said report which includes an explanatory
paragraph with respect to the change in accounting for start-up activities in
1999 as discussed in Note 2 to the Mirage Resorts, Incorporated consolidated
financial statements.

S-54

FORWARD-LOOKING STATEMENTS

This prospectus supplement includes "forward-looking statements" that are
subject to risks and uncertainties. In portions of this prospectus supplement,
the words "anticipates," "believes," "estimates," "seeks," "expects," "plans,"
"intends" and similar expressions, as they relate to us or our management, are
intended to identify forward-looking statements. Although we believe that the
expectations reflected in such forward-looking statements are reasonable, and
have based these expectations on our beliefs as well as assumptions we have
made, such expectations may prove to be incorrect. Important factors that
could cause actual results to differ materially from such expectations are
disclosed in this prospectus supplement, including, without limitation, those
set forth under "Risk Factors," beginning on page S-7, as well as the
following factors:

. development and construction activities;

. dependence on existing management;

. leverage and debt service, including sensitivity to fluctuations in
interest rates;

. domestic or international economic conditions, including sensitivity to
fluctuations in foreign currencies;

. competition and changes in customer demand;

. ability to achieve certain cost savings, asset sales and revenue
enhancements;

. challenges imposed by the integration of Mirage's hotel/casino
properties into our operations;

. changes or uncertainties in federal or state tax laws or the
administration of such laws;

. changes or uncertainties in gaming laws or regulations, including
legalization of gaming in certain jurisdictions; and

. any requirement to apply for licenses and approvals under applicable
laws, including gaming laws, on our part or on the part of our
suppliers.

All subsequent written and oral forward-looking statements attributable to
us or persons acting on our behalf are expressly qualified in their entirety
by our cautionary statements. The forward-looking statements included or
incorporated herein are made only as of the date of this prospectus
supplement, or as of the date of the documents incorporated by reference. We
do not intend, and undertake no obligation, to update these forward-looking
statements.

WHERE YOU CAN FIND MORE INFORMATION

We file, and prior to the merger Mirage filed, annual, quarterly and
special reports, proxy statements and other information with the Securities
and Exchange Commission. You may read and copy, at prescribed rates, any
document we or Mirage has filed at the Commission's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the
Commission at 1-800-SEC-0330 (1-800-732-0330) for further information on the
public reference rooms. The Commission also maintains a website that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission (http://www.sec.gov).
You also may read and copy reports and other information filed by us at the
office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.

We have filed a registration statement and related exhibits with the
Commission under the Securities Act of 1933. The registration statement
contains additional information about us and our debt securities and common
stock. You may inspect the registration statement and its exhibits without
charge at the office of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and obtain copies, at prescribed rates, from the Commission.

S-55

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Commission allows us to "incorporate by reference" information filed
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus supplement, and information filed later
by us with the Commission will automatically update and supersede this
information.

We incorporate by reference the documents listed below and any future
filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934:

. Our Annual Report on Form 10-K for the year ended December 31, 1999;

. Our Form 10-K/A filed with the Commission on May 5, 2000;

. Our Quarterly Reports on Form 10-Q for the periods ended March 31, 2000
and June 30, 2000;

. Our Current Reports on Form 8-K dated February 23, 2000, February 28,
2000, March 6, 2000 April 11, 2000, May 17, 2000, May 18, 2000, May 19,
2000, May 22, 2000 and May 31, 2000;

. Our Definitive Proxy Statement filed with the Commission on July 6,
2000;

. Mirage Resorts, Incorporated Annual Report on Form 10-K for the year
ended December 31, 1999;

. Mirage Resorts, Incorporated Proxy Statement filed with the Commission
on February 23, 2000;

. Mirage Resorts, Incorporated Registration Statement on Form 8-A12B filed
with the Commission on March 10, 2000;

. Mirage Resorts, Incorporated Preliminary Proxy Statement filed with the
Commission on March 24, 2000;

. Mirage Reports, Incorporated Amended Registration Statement on Form 8-
A12B/A filed with the Commission on April 7, 2000;

. Mirage Resorts, Incorporated Amended Preliminary Proxy Statement filed
with the Commission on April 25, 2000;

. Mirage Resorts, Incorporated Quarterly Report on Form 10-Q for the
period ended March 31, 2000;

. Mirage Resorts, Incorporated Definitive Proxy Statement filed with the
Commission on May 5, 2000; and

. Mirage Resorts, Incorporated Soliciting Material filed with the
Commission on May 16, 2000.

All documents and reports filed by us pursuant to Section 13(a), 13(c), 14,
or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus supplement and on or prior to the termination of the offering of
the notes made by this prospectus supplement are deemed to be incorporated by
reference in this prospectus supplement from the date of filing of such
documents or reports, except as to any portion of any future annual or
quarterly reports or proxy statements which is not deemed to be filed under
those sections. Any statement contained in a document incorporated or deemed
to be incorporated by reference in this prospectus supplement will be deemed
to be modified or superseded for purposes of this prospectus supplement to the
extent that any statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this
prospectus supplement modifies or supersedes such statement. Any statement so
modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this prospectus supplement.

Any person receiving a copy of this prospectus supplement may obtain,
without charge, upon written or oral request, a copy of any of the documents
incorporated by reference except for the exhibits to such documents (other
than the exhibits expressly incorporated in such documents by reference).
Requests should be directed to: Scott Langsner, Senior Vice President,
Secretary/Treasurer, MGM MIRAGE, 3600 Las Vegas Boulevard South, Las Vegas,
Nevada 89109; telephone number: (702) 693-7120. A copy will be provided by
first class mail or other equally prompt means within one business day after
receipt of your request.

S-56

PROSPECTUS
- ----------

$2,750,000,000

MGM GRAND, INC.

Debt Securities, Common Stock
and Subscription Rights

----------------

We may use this prospectus to offer and sell from time to time, separately
or together, one or more series of our debt securities, consisting of
debentures, notes, bonds or other evidences of indebtedness, shares of our
common stock and subscription rights. These securities will have an aggregate
initial public offering price not to exceed $2,750,000,000 and will be offered
and sold at prices and on terms to be determined at the time of sale. The
terms of any offering will be set forth in one or more prospectus supplements
to this prospectus.

If we offer our common stock and/or subscription rights, the prospectus
supplement will also set forth the total number of shares offered, the
offering price and the terms of the offering. Our common stock trades on the
New York Stock Exchange under the symbol "MGG." On May 4, 2000, the closing
price of our common stock was $29.125 per share. Any subscription rights we
issue will be transferable, and we anticipate that the rights will be
authorized for trading on the NYSE.

If the offering is for debt securities, the prospectus supplement will set
forth the specific title, series, total principal amount, maturity, interest
rate (or the way interest is to be calculated), time of payment of interest,
whether the debt securities are to be represented by certificates, authorized
denominations, terms for redemption, sinking fund requirements, guarantees by
our subsidiaries, covenants and the initial public offering price. The
prospectus supplement will also contain information, where applicable, about
certain U.S. federal income tax considerations relating to the offered
securities.

----------------

Neither the Securities and Exchange Commission nor any state securities
regulators or gaming regulatory authorities have approved or disapproved of
these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

----------------

None of the Nevada Gaming Commission, the Nevada State Gaming Control
Board, the New Jersey Casino Control Commission, the Michigan Gaming Control
Board, the Mississippi Gaming Commission nor any other gaming authority has
passed upon the accuracy or adequacy of this prospectus or the investment
merits of the securities offered. Any representation to the contrary is
unlawful.

----------------

The Attorney General of the State of New York has not passed upon or
endorsed the merits of this offering. Any representation to the contrary is
unlawful.

We may sell all or a portion of the offered securities directly, through
agents designated from time to time or to or through underwriters or dealers.
If any agents or underwriters are involved in the sale of the offered
securities, their names and any applicable purchase price, fee, commission or
discount arrangement between or among them, will be set forth, or will be
calculable from the information set forth, in the prospectus supplement. See
"Plan of Distribution." We will not sell any offered securities without
delivering a prospectus supplement describing the method and terms of the
offering of the offered securities.

The date of this prospectus is May 5, 2000

TABLE OF CONTENTS

Page
----

About This Prospectus.................................................... 2
Forward-Looking Statements............................................... 2
The Company.............................................................. 3
Use of Proceeds.......................................................... 4
Ratio of Earnings to Fixed Charges....................................... 4
Summary Historical Financial Data........................................ 5
Summary Unaudited Pro Forma Data......................................... 6
Comparative Historical and Pro Forma Selected Consolidated Financial
Data.................................................................... 7
Unaudited Proforma Financial Statements.................................. 8
Description of Our Long Term Debt........................................ 12
Description of Debt Securities........................................... 17
Description of Common Stock.............................................. 24
Plan of Distribution..................................................... 25
Legal Matters............................................................ 26
Experts.................................................................. 26
Where You Can Find More Information...................................... 26
Incorporation of Certain Information by Reference........................ 27

----------------

ABOUT THIS PROSPECTUS

This prospectus is part of a Registration Statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
this shelf process, we may from time to time over approximately the next two
years, sell any combination of the securities described in this prospectus in
one or more offerings up to a total dollar amount of $2,750,000,000. This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement also may add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
"Where You Can Find More Information" on page 26 below.

You should rely only on the information or representations incorporated by
reference or provided in this prospectus and in the accompanying prospectus
supplement. We have not authorized anyone to provide you with different
information. You may obtain copies of the Registration Statement, or any
document which we have filed as an exhibit to the Registration Statement or to
any other SEC filing, either from the SEC or from the Secretary of the company
as described under "Where You Can Find More Information" below. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or in
the accompanying prospectus supplement is accurate as of any date other than
the dates printed on the front of each such document.

FORWARD-LOOKING STATEMENTS

This prospectus contains or incorporates by reference forward-looking
statements, within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act. Forward-looking statements
typically can be identified by the use of forward-looking words, such as
"may," "will," "could," "project," "believe," "anticipate," "expect,"
"estimate," "continue," "potential," "plan," "intend," "forecast" and the
like. These statements appear in a number of places, both in this prospectus
and in the information incorporated by reference and include statements
regarding our current intentions, plans, strategies, beliefs and expectations.
Forward-looking statements do not guarantee future performance and involve
risks and uncertainties that could cause actual results to differ materially
from those anticipated. The information contained in this prospectus,
including the information incorporated by reference, identifies important
factors that could cause such differences.

THE COMPANY

We are a leading operator of first class hotel and casino properties with
an emphasis on the total gaming and entertainment experience. We own and
operate the MGM Grand Las Vegas and the New York-New York Hotel and Casino,
two of the most prominent hotel/casinos on the Las Vegas Strip. We believe the
MGM Grand Las Vegas is one of the largest hotel/casinos in the world with
5,034 rooms, 171,500 square feet of gaming space and one of the largest arenas
in Las Vegas. We have completed an approximate $570 million master plan to
expand and transform the MGM Grand Las Vegas into "The City of Entertainment."
Our New York-New York property has 2,024 hotel rooms and 84,000 square feet of
gaming space. In Primm, Nevada, we own and operate the three hotel/casinos
that travelers first encounter on the principal route from Southern California
to Las Vegas. On July 29, 1999, we opened the MGM Grand Detroit interim casino
in Detroit, Michigan. We also own and operate the MGM Grand Hotel and Casino
in Darwin, Australia and operate three casinos in South Africa. We have also
announced plans to develop a casino resort in Atlantic City, New Jersey.

Recent Developments
On December 13, 1999, our board of directors approved a two-for-one split
of our common stock and declared a cash dividend of $.10 per share, after
giving effect to the stock split. The additional shares were distributed on
February 25, 2000 to stockholders of record on February 10, 2000. The cash
dividend was paid on March 1, 2000 to stockholders of record on February 10,
2000. All references to share and per share data in this prospectus have been
adjusted retroactively to give effect to the stock split. At the same time,
our board of directors increased the number of authorized shares of our common
stock from 75 million shares to 300 million shares. We do not intend to pay
any additional cash dividends for the forseeable future.

On March 6, 2000, we announced the signing of a definitive merger agreement
with Mirage Resorts, Incorporated, under which we will acquire all of the
outstanding shares of Mirage for $21 per share in cash. The transaction will
have a total equity value of approximately $4.4 billion. In addition, Mirage
has outstanding debt of approximately $2.0 billion. The transaction is subject
to the approval of Mirage shareholders and to the satisfaction of customary
closing conditions contained in the merger agreement, including the receipt of
all necessary regulatory and governmental approvals. The transaction will be
accounted for as a purchase and is anticipated to close in 2000. As a result
of the merger, Mirage will become our wholly owned subsidiary.

Mirage is a leading owner, developer and operator of casino-based resorts.
It owns and operates Bellagio, Mirage and Treasure Island on the Las Vegas
Strip; Golden Nugget in downtown Las Vegas; Golden Nugget-Laughlin in
Laughlin, Nevada; and Beau Rivage in Biloxi, Mississippi. Mirage also owns a
50% interest in a joint venture which owns and operates the Monte Carlo Resort
& Casino on the Las Vegas Strip. Mirage also intends to expand into the
Atlantic City, New Jersey market, where it owns land. For more information
about us and Mirage, see "Where You Can Find More Information" on page 26
below.

On April 11, 2000, we announced the execution of agreements with a group of
banks to provide $4.3 billion in credit facilities. The credit facilities
consist of a $2.0 billion five-year revolving facility, a $1.0 billion 364-day
revolving facility and a $1.3 billion one-year term loan. We expect to draw on
these facilities in connection with the pending acquisition of Mirage. This
completes the commercial bank financing for the acquisition.

On April 18, 2000, we completed a private placement of 46.5 million shares
of our common stock for a total purchase price of $1.23 billion. Tracinda
Corporation, our largest stockholder, purchased 23 million shares in the
private placement. As a result of the private placement, the percentage
ownership of our outstanding shares by Tracinda and its sole stockholder
decreased from approximately 64% to 60%.

On April 19, 2000, we announced our results from operations for the three
months ended March 31, 2000. Net revenues for the 2000 first quarter were
$442.9 million up from the prior year's quarter of $251.4 million. Operating
income increased 144% to $92.4 million in the three months ended March 31,
2000 from $37.9 million in the prior year's quarter. Net income before
extraordinary item and cumulative effect of change in accounting principle was
$44.3 million in the 2000 first quarter when compared with $18.5 million the
prior year's period. Earnings per diluted share before extraordinary item and
cumulative effect of change in accounting principle was $0.38 in 2000 compared
with $0.16 in the 1999 quarter. Net income for the three months ended March
31, 2000 was $44.3 million compared with $9.4 million in the 1999 period.
Earnings per diluted share was $0.38 in 2000 compared with $0.08 in the prior
year's quarter.

As a result of the pending merger with Mirage, we announced on April 19,
2000, that our previously declared quarterly dividend policy was discontinued.
Also, management has determined to suspend our previously announced share
repurchase program. We intend to focus on utilizing all available free cash
flow to pay down debt under our existing and future debt obligations as well
as finance our ongoing operations.

USE OF PROCEEDS

Unless otherwise specified in the prospectus supplement which accompanies
this prospectus, our net proceeds from the sale of the offered securities will
be used to provide a portion of the cash needed to complete the Mirage merger
and for general corporate purposes, which may include financing the
development and construction of new facilities, additions to working capital,
reductions of our indebtedness, financing of capital expenditures, potential
acquisitions and the repurchase of our common stock. Funds not immediately
required for such purposes may be invested in short-term investment grade
securities.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for
the periods indicated:

Year Ended December 31,
----------------------------
1995 1996 1997 1998 1999(2)
---- ---- ----- ---- -------

Ratio of Earnings to Fixed Charges(1).............. 1.65 2.78 10.11 2.94 2.73

- --------
(1) For purposes of computing the foregoing ratios: (a) earnings consist of
income from continuing operations before income taxes and fixed charges,
adjusted to exclude capitalized interest, and (b) fixed charges consist
of interest, whether expensed or capitalized, amortization of debt
discount and issuance costs, our proportionate share of the interest cost
of 50%-owned joint ventures (such as the limited liability company which
owns New York-New York, of which we have owned 100% since March 1, 1999)
and the estimated interest component of rental expense.

(2) The pro forma ratio of earnings to fixed charges for 1999, giving effect
to our acquisition of Mirage, is 1.08. These pro forma results do not
reflect any cost savings of duplicative departments and redundant
infrastructure, the benefit of operational efficiencies or revenue
enhancement opportunities which we expect to achieve after the merger. We
expect to realize annual pre-tax cost savings of approximately $95
million (post-tax of approximately $61.8 million) related to duplicative
departments and redundant infrastructure and operating efficiencies upon
full integration of Mirage. These estimated benefits are based on
projections and assumptions, not actual experience. As a result, our
ability to realize these benefits could be adversely impacted by
difficulties integrating Mirage into MGM Grand, the inability to achieve
certain economies of scale or other risks associated with achieving these
projected cost savings. We cannot assure you that these cost savings will
be achieved.

SUMMARY HISTORICAL FINANCIAL DATA

MGM Grand and Mirage are providing the following financial information to
assist you in your analysis of the financial aspects of the merger. This
information is only a summary and you should read it in conjunction with the
historical financial statements and related notes contained in the annual
reports and other information that MGM Grand and Mirage have filed with the
Securities and Exchange Commission.

SUMMARY HISTORICAL FINANCIAL DATA OF MGM GRAND
(in thousands, except for per share data)

At or for the year ended December 31,
------------------------------------------------------
1995 (A) 1996 (B) 1997 (C) 1998 1999 (D)
---------- ---------- ---------- ---------- ----------

Net revenues............ $ 718,781 $ 800,189 $ 827,597 $ 773,863 $1,391,650
Operating income........ 103,823 129,294 190,970 131,574 209,868
Net income before
extraordinary items and
cumulative effect of
change in accounting
principle.............. 46,565 74,517 115,256 68,948 95,124
Cash dividends per
common share........... -- -- -- -- --
Diluted earnings per
share before
extraordinary items and
cumulative effect of
change in accounting
principle.............. $ 0.48 $ 0.68 $ 0.98 $ 0.61 $ 0.80
Weighted average common
and common equivalent
shares outstanding..... 97,088 108,514 117,670 112,684 120,086
Total assets............ $1,275,883 $1,275,121 $1,389,816 $1,768,958 $2,760,743
Long-term debt
(including current
portion)............... 551,099 83,391 57,830 544,874 1,318,841
Stockholders' equity.... 584,548 973,382 1,101,622 964,381 1,033,846

SUMMARY HISTORICAL FINANCIAL DATA OF MIRAGE
(in thousands, except for per share data)

At or for the year ended December 31,
------------------------------------------------------
1995 1996 1997 1998 (E) 1999 (F)
---------- ---------- ---------- ---------- ----------

Net revenues............ $1,330,744 $1,367,544 $1,418,551 $1,523,729 $2,431,837
Operating income........ 284,087 312,670 326,041 152,105 305,027
Net income before
extraordinary items and
cumulative effect of
change in accounting
principle.............. 169,948 206,045 209,803 85,225 140,968
Cash dividends per
common share........... -- -- -- -- --
Diluted earnings per
share before
extraordinary items and
cumulative effect of
change in accounting
principle.............. $ 0.88 $ 1.05 $ 1.09 $ 0.45 $ 0.70
Weighted average common
and common equivalent
shares outstanding..... 192,331 196,683 192,536 190,964 200,240
Total assets............ $1,791,713 $2,143,490 $3,347,350 $4,530,202 $4,804,306
Long-term debt
(including current
portion)............... 249,063 468,593 1,397,655 2,378,911 2,210,279
Stockholders' equity.... 1,209,343 1,290,883 1,512,484 1,601,837 2,023,902

- --------
(A) Includes a $5,942,000 pre-tax write-down for restructuring costs.

(B) Includes a $49,401,000 pre-tax write-down for the master plan asset
disposition and a $7,868,000 pre-tax charge for New York-New York hotel
preopening costs.

(D) Includes a $71,495,000 pre-tax charge for MGM Grand Detroit, the Mansion
at the MGM Grand Las Vegas, and MGM Grand Atlantic City hotel preopening
costs as well as certain tender related costs.

(E) Includes a $88,313,000 pre-tax charge for Bellagio hotel preopening costs.

(F) Includes a $42,130,000 pre-tax charge for Beau Rivage hotel preopening
costs.

SUMMARY UNAUDITED PRO FORMA DATA

The Mirage merger will be accounted for as a "purchase," which means that
the purchase price will be allocated to assets acquired and liabilities
assumed based on their estimated fair values at the time the companies are
combined. We are providing the following financial information to assist you
in your analysis of the financial aspects of the Mirage merger. We derived
this information from audited financial statements for 1999 for both MGM Grand
and Mirage. The information is only a summary of the unaudited pro forma
financial information presented on pages 8 to 11 and you should read it in
conjunction with our historical financial statements (and related notes)
contained in the annual reports and other information that we have filed with
the Securities and Exchange Commission.

While this pro forma financial information has been prepared based upon
currently available information using assumptions which we believe are
appropriate, you should be aware that this pro forma information may not be
indicative of what actual results will be in the future or would have been for
the periods presented. You should read the notes to the unaudited pro forma
financial information beginning on page 10 for further discussion of the
assumptions we made to prepare this information.

PRO FORMA INCOME DATA:

For the year ended
December 31, 1999
---------------------
(In thousands, except
per share amounts)

Net revenues............................................. $ 3,823,487
Operating income......................................... 500,009
Net income before extraordinary items and cumulative
effect of change in accounting principle................ 91,487
Diluted earnings per share before extraordinary items and
cumulative effect of change in accounting principle..... 0.55(1)
Cash dividends per common share.......................... --
Weighted average common and common equivalent shares
outstanding............................................. 166,586

PRO FORMA BALANCE SHEET DATA:

At December 31, 1999
---------------------
(In thousands)

Total assets............................................. $10,991,815
Long-term debt (including current portion)............... 6,698,281
Stockholders' equity..................................... 2,230,096

- --------
(1) Pro forma results do not reflect any cost savings of duplicative
departments and redundant infrastructure, the benefit of operational
efficiencies or revenue enhancement opportunities which we expect to
achieve after the merger. We expect to realize annual pre-tax cost
savings of approximately $95 million (post-tax of approximately $61.8
million or $0.37 per diluted share) related to duplicative departments
and redundant infrastructure and operating efficiencies upon full
integration of Mirage. These estimated benefits are based on projections
and assumptions, not actual experience. As a result, our ability to
realize these benefits could be adversely impacted by difficulties
integrating Mirage into MGM Grand, the inability to achieve certain
economies of scale or other risks associated with achieving these
projected cost savings. We cannot assure you that these cost savings will
be achieved.

COMPARATIVE HISTORICAL AND PRO FORMA SELECTED
CONSOLIDATED FINANCIAL DATA

We have summarized below the per share information of MGM Grand and Mirage
on a historical and pro forma combined basis. Mirage stockholders will receive
$21 from MGM Grand in exchange for each share of Mirage common stock. The
information set forth below is only a summary, and you should read it in
conjunction with the historical financial statements and related notes
contained in the annual reports and other information that MGM Grand and
Mirage have filed with the Securities and Exchange Commission.

MGM Grand Mirage MGM Grand
Historical Historical Pro Forma
---------- ---------- ---------

Income per diluted share before extraordinary
items and cumulative effect of change in
accounting principle (1):
Year ended December 31, 1999............... $0.80 $0.70 $0.55(4)

Book value per share (2):
At December 31, 1999....................... 9.08 10.65 13.91
Cash dividends per share (3)................. -- -- --

- --------
(1) The table above combines MGM Grand's results of operations for the fiscal
year ended December 31, 1999 with Mirage's results of operations for the
same period. The pro forma combined income per diluted share is based on
the combined weighted average number of common shares and common share
equivalents. Common share equivalents consist of common stock issuable
upon the exercise of outstanding options and warrants.

(2) Historical book value per share for both MGM Grand and Mirage was
computed by dividing total stockholders' equity at December 31, 1999 by
the number of common shares outstanding, excluding shares held in
treasury, as of those dates, respectively. MGM Grand pro forma book value
per share was computed by dividing pro forma stockholders' equity (See
"Unaudited Pro Forma Balance Sheet" on page 9) by the pro forma number of
shares of MGM Grand's common stock outstanding as of December 31, 1999
(without including outstanding options). The pro forma number of shares
of MGM Grand's common stock outstanding was calculated as the sum of MGM
Grand's common stock outstanding and includes the April 2000 private
equity placement of $1.23 billion.

(3) Neither MGM Grand nor Mirage paid cash dividends during the periods
presented. MGM Grand paid a cash dividend of $0.10 per share on March 1,
2000 to shareholders of record on February 10, 2000.

(4) Pro forma results do not reflect any cost savings of duplicative
departments and redundant infrastructure, the benefit of operational
efficiencies or revenue enhancement opportunities which we expect to
achieve after the merger. We expect to realize annual pre-tax cost
savings of approximately $95 million (post-tax of approximately $61.8
million or $0.37 per diluted share) related to duplicative departments
and redundant infrastructure and operating efficiencies upon full
integration of Mirage. These estimated benefits are based on projections
and assumptions, not actual experience. As a result, our ability to
realize these benefits could be adversely impacted by difficulties
integrating Mirage into MGM Grand, the inability to achieve certain
economies of scale or other risks associated with achieving these
projected cost savings. We cannot assure you that these cost savings will
be achieved.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

MGM GRAND, INC.
UNAUDITED PRO FORMA STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1999

MGM Grand Mirage Pro Forma MGM Grand
Historical Historical Adjustments as Adjusted
(Note 1) (Note 1) (Note 2) for Merger
---------- ---------- ----------- -----------
(In thousands, except per share amounts)

Revenues:
Casino................. $ 873,781 $1,243,625 $ -- $2,117,406
Rooms.................. 251,207 522,566 -- 773,773
Food and beverage...... 161,301 456,811 -- 618,112
Entertainment, retail
and other............. 211,837 426,850 -- 638,687
Income from
unconsolidated
affiliate............. 6,084 29,164 -- 35,248
---------- ---------- --------- ----------
1,504,210 2,679,016 -- 4,183,226
Less: Promotional
allowances............ 112,560 247,179 -- 359,739
---------- ---------- --------- ----------
1,391,650 2,431,837 -- 3,823,487
---------- ---------- --------- ----------
Expenses:
Casino................. 417,491 690,179 -- 1,107,670
Rooms.................. 75,064 164,610 -- 239,674
Food and beverage...... 100,871 314,689 -- 415,560
Entertainment, retail
and other............. 119,324 300,052 -- 419,376
Provision for doubtful
accounts and
discounts............. 47,157 31,911 -- 79,068
General and
administrative........ 209,938 328,390 -- (a) 538,328
Depreciation and
amortization.......... 125,985 205,163 14,886 (b) 346,034
Preopening and other... 71,495 42,130 -- 113,625
---------- ---------- --------- ----------
1,167,325 2,077,124 14,886 3,259,335
---------- ---------- --------- ----------
Operating Profit Before
Corporate Expense..... 224,325 354,713 (14,886) 564,152
Corporate expense...... 14,457 49,686 -- (a) 64,143
---------- ---------- --------- ----------
Operating income....... 209,868 305,027 (14,886) 500,009
---------- ---------- --------- ----------
Nonoperating Income
(Expense):
Interest income........ 2,142 6,126 -- 8,268
Interest expense, net
of amounts
capitalized........... (59,853) (117,525) (199,567)(c) (376,945)
Interest expense from
unconsolidated
affiliate............. (1,058) -- -- (1,058)
Other, net............. (946) 24,462 -- 23,516
---------- ---------- --------- ----------
(59,715) (86,937) (199,567) (346,219)
---------- ---------- --------- ----------
Income Before Income
Taxes, Extraordinary
Item and Cumulative
Effect of Change in
Accounting Principle... 150,153 218,090 (214,453) 153,790
Provision for income
taxes................. (55,029) (77,122) 69,848 (d) (62,303)
---------- ---------- --------- ----------
Net Income Before
Extraordinary Item and
Cumulative Effect of
Change in Accounting
Principle.............. $ 95,124 $ 140,968 $(144,605) $ 91,487
========== ========== ========= ==========
Per Share of Common
Stock:
Net Income per Basic
Share Before
Extraordinary Item and
Cumulative Effect of
Change in Accounting
Principle............. $ 0.82 $ 0.56 (a)
========== ==========
Net Income per Diluted
Share Before
Extrtaordinary Item
and Cumulative Effect
of Change in
Accounting Principle.. $ 0.80 $ 0.55 (a)
========== ==========
Basic Shares
Outstanding........... 116,580 46,500 (e) 163,080
========== ========= ==========
Diluted Shares
Outstanding........... 120,086 46,500 (e) 166,586
========== ========= ==========

MGM GRAND, INC.

UNAUDITED PRO FORMA BALANCE SHEET
AS OF DECEMBER 31, 1999

MGM Grand Mirage Pro Forma MGM Grand
Historical Historical Adjustments as Adjusted
(Note 1) (Note 1) (Note 3) for Merger
---------- ---------- ----------- -----------

ASSETS
CURRENT ASSETS:
Cash and cash
equivalents............. $ 121,522 $ 139,488 $ -- $ 261,010
Accounts receivable,
net..................... 83,101 181,357 -- 264,458
Prepaid expenses and
other................... 32,598 35,948 -- 68,546
Inventories.............. 15,240 94,351 -- 109,591
Deferred tax asset....... 17,452 24,558 -- 42,010
---------- ---------- ----------- -----------
Total current assets... 269,913 475,702 -- 745,615
---------- ---------- ----------- -----------

PROPERTY AND EQUIPMENT,
NET...................... 2,390,524 4,095,217 2,628,543 (f) 9,114,284

OTHER ASSETS:
Investments in
unconsolidated
affiliates.............. 12,485 118,221 228,750 (g) 359,456
Excess of purchase price
over fair market value
of net assets acquired,
net..................... 36,550 6,912 515,451 (h) 558,913
Deposits and other
assets, net............. 51,271 108,254 54,022 (i) 213,547
---------- ---------- ----------- -----------
Total other assets..... 100,306 233,387 798,223 1,131,916
---------- ---------- ----------- -----------
$2,760,743 $4,804,306 $ 3,426,766 $10,991,815
========== ========== =========== ===========
LIABILITIES AND
STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
Accounts payable......... $ 38,018 $ 39,369 $ -- $ 77,387
Construction payable..... 7,896 12,063 -- 19,959
Income taxes payable..... 3,296 -- -- 3,296
Dividend payable......... 11,388 -- -- 11,388
Current obligation,
capital leases.......... 5,145 -- -- 5,145
Current obligation, long
term debt............... 7,852 246 -- 8,098
Accrued interest on long
term debt............... 18,915 32,615 -- 51,530
Other accrued
liabilities............. 197,580 240,204 175,000 (j) 612,784
---------- ---------- ----------- -----------
Total current
liabilities........... 290,090 324,497 175,000 789,587
---------- ---------- ----------- -----------
DEFERRED REVENUES......... 4,241 -- -- 4,241
DEFERRED INCOME TAXES..... 108,713 232,570 910,257 (k) 1,251,540
LONG TERM OBLIGATION,
CAPITAL LEASES........... 12,864 -- -- 12,864
LONG TERM DEBT............ 1,310,989 2,210,033 3,169,161 (l) 6,690,183
OTHER LIABILITIES......... -- 13,304 -- 13,304
COMMITMENTS AND
CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock............. 1,384 940 (475)(m) 1,849
Capital in excess of par
value................... 1,261,625 1,083,459 112,326 (m) 2,457,410
Treasury stock, at
cost.................... (505,824) (316,385) 316,385 (m) (505,824)
Retained earnings........ 267,165 1,255,888 (1,255,888)(m) 267,165
Other comprehensive
income.................. 9,496 -- -- 9,496
---------- ---------- ----------- -----------
Total stockholders'
equity................ 1,033,846 2,023,902 (827,652) 2,230,096
---------- ---------- ----------- -----------
$2,760,743 $4,804,306 $ 3,426,766 $10,991,815
========== ========== =========== ===========

MGM GRAND, INC.
NOTES TO UNAUDITED PRO FORMA
CONDENSED FINANCIAL STATEMENTS

Note 1--Historical financial information for MGM Grand and Mirage for the year
ended December 31, 1999 have been derived from the MGM Grand and Mirage
historical financial statements. Included in the historical financial
information for MGM Grand are the operating results of Primadonna and New
York-New York since their acquisition on March 1, 1999.

Note 2--The following table sets forth the determination and preliminary
allocation of the purchase price based on the $21.00 per share to be paid by
MGM Grand to Mirage shareholders.

(In
Thousands)
----------

Merger consideration (189.9 million shares of Mirage common
stock plus 36.5 million Mirage stock options)................ $4,394,811
Estimated fair value of Mirage debt assumed by MGM Grand...... 2,116,879
Estimated transaction costs and expenses...................... 13,000
Other adjustments, net........................................ 175,000
----------
$6,699,690
==========
The preliminary allocation of the pro forma purchase price is
as follows:
Land.......................................................... $3,513,400
Property and equipment, net................................... 3,210,360
Goodwill...................................................... 515,451
Other, net.................................................... (539,521)
----------
$6,699,690
==========

The following are brief descriptions of the pro forma adjustments to the
statements of income to reflect MGM Grand's acquisition of Mirage.

(a) Pro forma results do not reflect any cost savings of duplicative
departments and redundant infrastructure, the benefit of operational
efficiencies or revenue enhancement opportunities which we expect to achieve
after the merger. We expect to realize annual pre-tax cost savings of
approximately $95 million (post-tax of approximately $61.8 million or $0.37
per diluted share) related to duplicative departments and redundant
infrastructure and operating efficiencies upon full integration of Mirage.
These estimated benefits are based on projections and assumptions, not actual
experience. As a result, our ability to realize these benefits could be
adversely impacted by difficulties integrating Mirage into MGM Grand, the
inability to achieve certain economies of scale or other risks associated with
achieving these projected cost savings. We cannot assure you that these cost
savings will be achieved.

(b) Represents the amortization of goodwill and other intangible assets
to which the purchase price is allocated. The amortization of goodwill is on a
straight-line basis over 40 years and the amortization of other intangibles
(which include customer lists and trademarks) is on a straight-line basis over
five years.

(c) Represents the additional interest expense based upon anticipated
debt offerings totaling $5.1 billion minus the interest on the MGM Grand and
Mirage credit facilities (see Note l). Also includes the amortization expense
associated with $93.4 million of Mirage debt discount amortized over 6 years,
offset by additional capitalized interest on Mirage projects in development.

(d) Represents the tax effect of the pro forma adjustments at the 35%
statutory tax rate.

(e) Represents the number of MGM Grand, Inc. shares issued based upon the
April 2000 private equity placement of $1.23 billion at $26.50 per share.

Note 3 - The following are brief descriptions of the pro forma adjustments to
the balance sheet to reflect the acquisition by MGM Grand of Mirage.

(f) Represents the net increase to Mirage's carrying value of land,
buildings, furniture, fixtures and equipment to adjust those assets to their
estimated fair market value.

(g) Represents the increase in the fair value of Mirage's investment in
unconsolidated affiliate based upon the fair value of the assets and
liabilities of the unconsolidated affiliate.

(h) Represents the estimated goodwill created by the transaction after
allocating the purchase price to the fair value of Mirage's assets and
liabilities.

(i) Represents debt offering costs and the net increase in the fair value
of intangible assets such as customer lists and trademarks.

(j) Represents an accrual for the estimated costs of the transaction.

(k) Records the deferred tax effect of the pro forma balance sheet
adjustments, primarily related to land, buildings, furniture, fixtures and
equipment.

(l) Represents the anticipated proceeds from various debt offerings of
approximately $5.1 billion of which $3.2 billion is for the purchase of the
Mirage shares, $1.8 billion is for the repayment of the MGM Grand and Mirage
bank facilities, and $100 million is for financing costs. This amount is
offset by the debt discount of $93.4 million on the Mirage bonds.

(m) Represents the issuance of 46.5 million shares of MGM Grand common
stock for $26.50 per share as well as the elimination of Mirage's equity
balances.

DESCRIPTION OF OUR LONG TERM DEBT

Our Bank Credit Facility

Since 1996, we have had available to us a credit facility from a syndicate
of banks led by Bank of America, N.A. On July 23, 1997, we amended our
syndicated bank credit facility to make it a $1.25 billion senior revolving
credit facility which may be increased to $1.5 billion under its existing
terms. The credit facility has subsequently been amended several times in less
significant ways. The following description is a summary of the material
provisions of the credit facility, but it does not restate the credit facility
agreement in its entirety. We urge you to read the credit facility agreement,
which we have filed with the Securities and Exchange Commission (see "Where
You Can Find More Information" on page 26 below).

The credit facility is available:

(1) to finance capital improvements at MGM Grand Las Vegas in accordance
with our master plan with respect to that property, up to $850 million;

(2) to fund development costs for MGM Grand Atlantic City or other casino,
resort and hotel projects, or to invest in casino, resort and hotel
companies or projects, up to $1.0 billion;

(3) to fund our proposed project in Detroit, Michigan, up to $750 million;
and

(4) for general corporate purposes, including repurchases of our own common
stock, investments in qualified investments and other capital
expenditures, up to $750 million.

Commencing on December 31, 2001, availability under the credit facility
will decline in quarterly increments of the greater of $62.5 million or 5% of
the commitment amount under the credit facility, with the balance due on
December 31, 2002. We have the right to request one-year extensions, subject
to the consent of the lenders, which would have the effect of deferring
scheduled reductions in availability.

Interest on outstanding balances and commitment fees on unutilized
availabilities under the credit facility are determined by a formula based
either on our leverage ratio (which is the ratio of our total debt to
annualized cash flow) or the credit facility rating (which is the credit
rating then applicable to the credit facility), and in the case of interest
rates, on the basis of the Eurodollar or base rate existing at the time of
determination. As our leverage ratio declines, the interest rate and
commitment fees will also decline. We also pay certain underwriting and agency
fees in connection with the credit facility.

The credit facility is unconditionally guaranteed by each of our
subsidiaries except New York-New York, The Primadonna Company, LLC, PRMA, LLC,
New PRMA Las Vegas, Inc., MGM Grand Detroit II, LLC, MGM Grand-Bally's
Monorail Limited Liability Company, MGM Grand Australia, Inc. and our non-U.S.
subsidiaries and their U.S. holding companies which have no other assets or
operations. Our subsidiaries which do not guarantee the credit facility are
called the "facility nonguarantors" below. The credit facility is secured by
pledges of substantially all of our assets, including the stock of MGM Grand
Hotel, Inc. and MGM Grand Atlantic City, Inc., but not our interest in any
facility nonguarantor, and the assets of our subsidiaries other than the
facility nonguarantors. The guaranty given by MGM Grand Detroit, LLC, and the
pledge of its assets, are limited to the amount borrowed under the credit
facility which is made available to MGM Grand Detroit, LLC. The credit
facility can become unsecured, at our option, if it receives investment grade
ratings as unsecured debt from both Moody's and Standard & Poor's.

The credit facility contains certain customary events of default and
agreements, including limitations on additional debt, dividends, mergers and
asset sales and capital expenditures. It also restricts acquisitions and
similar transactions. As of March 23, 2000, approximately $680 million was
outstanding under the credit facility. Also, during May 1999, two letters of
credit were issued under the credit facility totaling approximately $50
million, which support municipal financing used to acquire land for a
permanent casino in Detroit.

The credit facility has been amended and restated in its entirety in
connection with our acquisition of Mirage as a new $2 billion senior revolving
credit facility. A description of the amended credit facility appears below on
page 14.

Our Senior Secured Notes

In addition to the credit facility, we also have outstanding two series of
senior secured notes with a total principal amount of $500 million. One of
these series of senior secured notes has a total principal amount of $300
million, pays interest semiannually at a rate of 6.95% and matures on February
1, 2005. The other series of senior secured notes has a total principal amount
of $200 million, pays interest semiannually at a rate of 6 7/8% and matures on
February 6, 2008. The material terms of the two series of senior secured notes
are otherwise identical. The following description of our senior secured notes
is a summary of the material provisions of the indentures under which the
senior secured notes were issued, which have been filed with the Securities
and Exchange Commission (see "Where You Can Find More Information" on page 26
below).

The senior secured notes are our direct obligations, guaranteed by each of
our subsidiaries other than the facility nonguarantors. The senior secured
notes and these guarantees are secured by pledges of the same assets that are
pledged to secure the credit facility. The guaranty of MGM Grand Detroit, LLC
and the pledge of its assets are limited in the same way its guaranty and
pledge are limited under the credit facility. Under agreements binding the
banks that are party to the credit facility and the holders of the senior
secured notes, the collateral securing the credit facility and the senior
secured notes, and any proceeds of such collateral, must be divided equally
and ratably among the credit facility and the senior secured notes. The senior
secured notes and the guarantees can become unsecured, at our option, if the
credit facility becomes unsecured and the unsecured facility and the senior
secured notes each receive investment grade ratings from both Moody's and
Standard & Poor's unless the release of collateral will cause either credit
rating to fall below the rating given to the senior secured notes at the time
they were issued. Each of New York-New York, The Primadonna Company, LLC,
PRMA, LLC and New PRMA Las Vegas, Inc. will guaranty our senior secured notes
(although these subsidiaries do not now guaranty such notes) immediately
following the merger. In addition, Mirage and each of its subsidiaries will
guaranty our senior secured notes immediately following the merger.

The indentures contain certain events of default and agreements which are
customary with respect to investment grade debt securities, including
limitations on mergers, consolidations, and sale of substantially all assets
by us, and limitations on liens and sale and leaseback transactions by us or
our subsidiaries (other than the facility nonguarantors). The indentures also
contain limitations on certain asset sales which apply to us and certain of
our subsidiaries unless the senior secured notes become unsecured. The
indentures do not limit the amount of indebtedness we may incur.

The senior secured notes are redeemable at our option at any time at a
redemption price specified in the indenture. In addition, unless the senior
secured notes become unsecured, the asset sale limitations in the indentures
require us to either apply the proceeds of such sales in certain ways
specified in the indentures or use the proceeds to redeem senior secured
notes. The applicable gaming laws of the jurisdictions in which we operate
also include provisions which require, under certain circumstances specified
under those laws, that senior secured notes be divested by holders who are
found to be inappropriate under those laws. Except as described in this
paragraph, the senior secured notes do not include redemption or sinking fund
features.

We expect the senior secured notes will become unsecured and the collateral
securing them released when we receive investment grade ratings from both
Moody's and Standard & Poor's. Both agencies have indicated that such
investment grade ratings will be in effect on the date of the merger. However,
the indentures provide that if, following the release of the collateral
securing the senior secured notes, the notes fail to maintain investment grade
ratings from either Moody's or Standard & Poor's we must again secure the
notes with pledges of substantially all of our assets and those of the
guarantors.

MGM Grand Detroit II, LLC Interim Credit Facility

On March 31, 1999, MGM Grand Detroit II, LLC ("Detroit II"), obtained an
interim $230 million senior revolving credit facility from a syndicate of
banks led by Bank of America, N.A., which may be increased to $250 million
under its existing terms. The Detroit interim credit facility is secured by
pledges of substantially all

assets of Detroit II. In addition, we have provided an unconditional guaranty
of the Detroit interim credit facility, but our guaranty is not secured. The
following is a summary of material provisions of the Detroit interim credit
facility, which has been filed with the Securities and Exchange Commission
(see "Where You Can Find More Information" on page 26 below), and is not
restated in its entirety herein.

The Detroit interim credit facility is available:

. to refinance funds previously invested by us in the interim casino
project in Detroit, Michigan;

. to finance the design, development and construction of the interim
casino;

. to finance up to $50 million of initial development expenses associated
with the proposed permanent hotel/casino project we are planning to
construct in Detroit, Michigan (if we choose to have the permanent
casino constructed by Detroit II); and

. to finance other capital expenditures, acquisitions and investments to
the extent permitted by the Detroit interim credit facility.

Interest on outstanding balances and commitment fees on unutilized
availabilities under the Detroit interim credit facility are determined by a
formula based on ratings given to our $1.25 billion credit facility (or, if
that credit facility has terminated, our senior unsecured debt) by Moody's and
Standard & Poor's, and in the case of interest rates, on the basis of the
Eurodollar or base rate existing at the time of determination.

Availability under the Detroit interim credit facility will decline in
quarterly increments of the greater of $19.2 million or 8 1/3% of the
commitment amount of the Detroit interim credit facility, commencing on
March 31, 2001. The Detroit interim credit facility matures on the earliest of
June 30, 2004, 45 months following the opening of the interim casino and the
date the permanent casino is opened for gaming customers.

The Detroit interim credit facility contains certain customary events of
default and agreements, including limitations with respect to additional debt,
dividends, mergers and asset sales and capital expenditures. It also restricts
acquisitions and similar transactions. As of March 23, 2000, approximately
$146 million was outstanding under the Detroit interim credit facility. We do
not expect the Detroit interim credit facility to be affected by our
acquisition of Mirage.

Our Amended Credit Facilities

We have available to us three new credit facilities, each from a syndicate
of banks led by Bank of America, N.A. The three bank credit facilities will
allow us to borrow up to $2 billion, $1 billion and $1.3 billion,
respectively. The $2 billion credit facility and the $1 billion credit
facility are both senior revolving credit facilities. This means that we will
be allowed to reborrow amounts we have borrowed and subsequently repaid under
each of these facilities. The $2 billion credit facility is an amendment and
restatement of our existing $1.25 billion bank credit facility which will
mature five years after the first day it is available to us, and the
$1 billion credit facility will mature 364 days after the first day it is
available to us. The $1.3 billion credit facility is a senior term loan, which
means that amounts borrowed and repaid by us under this credit facility cannot
be reborrowed. We will be required to repay the $1.3 billion credit facility
one year from the first day it is available to us.

The following description is a summary of the material provisions of the
three new bank credit facilities, but it does not restate the three credit
facility agreements in their entireties. We urge you to read the credit
facility agreements in the form executed, which we have filed with the
Securities and Exchange Commission.

Each credit facility is available:

. to refinance our existing debt, including our $1.25 billion syndicated
bank credit facility and the existing $1.75 billion credit facility
now available to Mirage;

. to finance the purchase price of our acquisition of Mirage;

. to finance capital improvements at our properties and at the Mirage
properties following our acquisition of Mirage; and

. for working capital, acquisitions, investments in qualified
investments and repurchases of our own common stock.

In addition, we will have the right under the $2 billion credit facility to
obtain letters of credit not exceeding a specified aggregate amount, including
to support any commercial paper we may issue from time to time.

Interest on outstanding balances and commitment fees on unutilized
availability under each of the facilities will be determined by formulas based
on our senior unsecured debt ratings without credit enhancement (which is the
credit rating applicable to the facilities, as established by the credit
rating agencies Moody's and Standard & Poor's), and (in the case of interest
rates) on the basis of the Eurodollar or base rate existing at the time of
determination. We will also pay certain underwriting and agency fees in
connection with the facilities.

The facilities will be unconditionally guaranteed by each of our
subsidiaries except the facility nonguarantors provided, that each of New
York-New York, The Primadonna Company, LLC, PRMA, LLC and New PRMA Las Vegas,
Inc. will guaranty the bank credit facilities (although they do not guaranty
our existing $1.25 billion bank credit facility). The facilities will also be
unconditionally guaranteed by Mirage and each of its subsidiaries following
our acquisition of Mirage. The facilities and the guarantees will be
unsecured. However, the credit facility agreements restrict our ability to
encumber our assets (including the guarantors' assets) until the facilities
have been repaid and our right to borrow under them has ended.

The facilities contain events of default and agreements customary in credit
agreements of borrowers having investment grade credit ratings, including
limitations on mergers. The facilities also restrict our ability to sell any
of the Bellagio, Mirage or MGM Grand-Las Vegas hotel/casinos. In addition, the
$1.3 billion term loan credit facility will require us to use all of the
proceeds of any debt we incur or equity we issue after that credit facility
becomes available to pay down that credit facility (until it is paid in full).

The credit facilities and our senior notes will be unsecured as long as
each has an investment grade rating from both Moody's and Standard & Poor's.
Both Moody's and Standard & Poor's have indicated that such investment grade
rating will be in effect on the date of the merger.

Existing Unsecured Senior Notes of Mirage Resorts, Incorporated

Mirage has outstanding five series of senior unsecured notes. The Mirage
notes will remain outstanding as obligations of Mirage after we acquire
Mirage. Immediately following the merger, all of the Mirage subsidiaries and
all of our subsidiaries that are to guaranty our new bank credit facilities,
will also unconditionally guaranty all of the Mirage notes. The maturity
dates, annual interest rates and amounts outstanding under each series of
Mirage notes as of December 31, 1999 are as follows:

Series Amount Outstanding
------ -------------------------
(in thousands of dollars)

6-5/8% notes, due February 2005, net of
unamortized original issue discount of $817... $199,183
7-1/4% notes, due October 2006, net of
unamortized original issue discount of $247... $249,753
6-3/4% notes, due August 2007, net of
unamortized original issue discount of $739... $199,261
6-3/4% notes, due February 2008, net of
unamortized original issue discount of $909... $199,091
7-1/4% debentures, due August 2017, net of
unamortized original issue discount of $287... $ 99,713

The following description of the Mirage notes is a summary of the material
provisions of the indentures under which the Mirage notes were issued, which
have been filed with the Securities and Exchange Commission (see "Where You
Can Find More Information" at page 26 below).

The Mirage notes are the direct obligations of Mirage. The Mirage notes are
unsecured. However, the indentures under which the Mirage notes were issued
provide (with some exceptions) that if Mirage secures any of its debt to other
persons, then the Mirage notes must also be secured by the same collateral
equally and ratably with the secured debt.

The Mirage notes are redeemable, in whole or in part, at the option of
Mirage at any time at a redemption price equal to the greater of:

. 100% of the principal amount, or

. The sum of the present values of the remaining scheduled interest and
principal payments discounted to the date of redemption on a semiannual
basis at the Adjusted Treasury Rate (as defined),

plus, in either case, accrued interest to the redemption date. Except as
described under this heading, the Mirage notes do not include redemption or
sinking fund features.

The Mirage indentures contain certain events of default and agreements
which are customary with respect to investment grade debt securities,
including limitations on mergers, consolidations, sales of all or
substantially all of the assets of Mirage and sale and leaseback transactions
by Mirage or its subsidiaries. The indentures also contain limitations on
liens which apply to Mirage and its subsidiaries. The indentures do not limit
the amount of indebtedness Mirage may incur.

The applicable gaming laws of the jurisdictions in which Mirage operates
also include provisions which require, under certain circumstances specified
under those laws, that the Mirage notes be divested by holders who are found
to be unsuitable under those laws.

DESCRIPTION OF DEBT SECURITIES

The following provides a general description of the terms of the debt
securities which we may issue. The particular terms of any debt securities
offered by any prospectus supplement and the extent, if any, to which the
general provisions set forth below may not apply will be described in the
prospectus supplement relating to those debt securities.

We filed a form of indenture as an exhibit to the registration statement of
which this prospectus is a part. The debt securities will be issued under one
or more indentures, each dated as of a date on or before the issuance of the
debt securities to which it relates and in the form filed, subject to any
amendments or supplements as we may adopt from time to time. Each indenture
will be entered into between us, as obligor, a trustee chosen by us and
qualified to act as a trustee under the Trust Indenture Act of 1939, and any
of our subsidiaries which guarantee our obligations under the indenture. You
should read the indenture because it, and not this description, will control
your rights as a holder of debt securities. The terms of the indenture are
also governed by the Trust Indenture Act.

General

The debt securities will be our direct obligations, which will be
unsecured, rank subordinate to our credit facilities, of which $680 million
was outstanding on March 23, 2000 and may rank subordinate to, equally with or
senior to our other indebtedness, including our senior notes, of which $500
million was outstanding on March 23, 2000. Our credit facilities will provide
that unsecured subordinated debt securities may be issued under an indenture
without limit as to aggregate principal amount, in one or more series, in each
case as established from time to time in or pursuant to authority granted by a
resolution from our board of directors or as established in one or more
indentures supplemental to the indenture. All debt securities of one series do
not need to be issued at the same time. Additionally, unless otherwise
provided, a series may be reopened, without the consent of the holders of the
debt securities of such series, for issuances of additional debt securities of
such series.

Terms of the Debt Securities

You should refer to the prospectus supplement for the following terms of
each series of the debt securities in respect of which this prospectus is
being delivered:

. the designation, aggregate principal amount and authorized denominations
of the series;

. the issue price as a percentage of the principal amount at which the
series will be issued and, if other than the principal amount thereof,
the portion of the principal amount thereof payable upon declaration of
acceleration of the maturity or upon redemption thereof and the rate or
rates at which original issue discount will accrue;

. the date or dates on which the series will mature;

. the rate or rates per annum, if any, at which the series will bear
interest;

. the times from which any interest will accrue, be payable and the record
dates pertaining thereto;

. the place or places where the principal and interest, if any, on the
series will be payable;

. any redemption or other special terms;

. the events of default and covenants relating to the debt securities
which are in addition to, modify or delete those described herein;

. whether the debt securities will be issued in certificated or book-entry
form, and the denominations thereof;

. if applicable, the terms of any right to convert debt securities into
shares of our common stock or other securities or property;

. provisions, if any, for the defeasance or discharge of certain of our
obligations with respect to such debt securities, which provisions may
be in addition to, in substitution for, or in modification of (or any
combination of the foregoing), the provisions of the indenture;

. the manner in which the amounts of payment of principal of, premium, if
any, or any interest on such debt securities will be determined, if such
amounts may be determined by reference to an index based on a currency
or currencies other than that in which such debt securities are
denominated or designated to be payable or by reference to a commodity,
commodity index, stock exchange index or financial index;

. a discussion of any material and/or special United States federal income
tax considerations applicable to such debt securities;

. any depositaries, trustees, interest rate calculation agents, exchange
rate calculation agents or other agents with respect to the debt
securities other than those originally appointed;

. whether such debt securities will be issued in the form of one or more
global securities and whether such global securities are to be issuable
in a temporary global form or permanent global form;

. the terms, if any, on which such debt securities will be subordinate to
other debt;

. any listing or intended listing of the debt securities on a securities
exchange;

. the provisions, if any, relating to any guarantees of the debt
securities; and

. any other terms of the debt securities, which will not be inconsistent
with the provisions of the indenture.

Our debt securities may be sold at a discount below their principal amount.
Even if our debt securities are not issued at a discount below their principal
amount, these securities may, for United States federal income tax purposes,
be deemed to have been issued with original issue discount because of certain
interest payment or other characteristics. Special United States federal
income tax considerations applicable to debt securities issued with original
issue discount will be described in more detail in any applicable prospectus
supplement. In addition, special United States federal tax considerations or
other restrictions or terms applicable to any debt securities offered
exclusively to foreigners or denominated in a currency other than United
States dollars will also be set forth in the prospectus supplement, if
applicable.

Information About the Trustee

Our indenture provides that there may be more than one trustee, each with
respect to one or more series of debt securities. Any trustee under our
indenture may resign at any time or be removed with respect to one or more
series of debt securities, and a successor trustee may be appointed to act
with respect to such series. If two or more persons are acting as trustees
with respect to different series of debt securities, each trust shall be
separate and apart from the trust administered by any other trustee. Except as
indicated in this prospectus or any prospectus supplement, any action to be
taken by the trustee may be taken only with respect to the one or more series
of debt securities for which it is trustee under the indenture.

Merger, Consolidation or Sale of Assets

Our indenture does not allow us to consolidate or merge with or into, or
sell, assign, convey, transfer or lease our properties and assets,
substantially in their entirety, as computed on a consolidated basis, to
another corporation, person or entity unless:

. either we are the surviving person, in the case of a merger or
consolidation, or the successor or transferee is a corporation organized
under the laws of the United States, or any state thereof or the
District of Columbia and the successor or transferee corporation
expressly assumes, by supplemental indenture, all of our obligations
under the debt securities and the indenture; and

. no default or event of default exists immediately after such
transaction.

Denominations

Unless we specify in the prospectus supplement, the debt securities of any
series will be issuable only as debt securities in denominations of $1,000,
and any integral multiples thereof, and will be payable only in U.S. dollars.
The indenture also provides that debt securities of a series may be issuable
in global form. See "Global Securities" below.

Registration and Transfer

If you surrender for transfer your registered debt securities at the office
or agency we maintain for such purpose, we will deliver, in the name you have
designated as transferee, one or more new debt securities of the same series
of like aggregate principal amount in such denominations as are authorized for
debt securities of such series and of a like maturity and with like terms and
conditions. You will not incur a service charge for any transfer or exchange
of debt securities, but we may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection with the transfer
or exchange.

We will not be required to:

. register, transfer or exchange debt securities of any series during a
period beginning with the opening of business 15 days before the day of
the transmission of a notice of redemption of debt securities of such
series selected for redemption, and ending at the close of business on
the day of the transmission; or

. register, transfer or exchange any debt security so selected for
redemption in whole or in part, except the unredeemed portion of any
debt security being redeemed in part.

Events of Default

Unless we inform you otherwise in the prospectus supplement, events of
default means any of the following:

. default in the payment of any interest upon any debt security of that
series when it becomes due and payable, and continuance of such default
for a period of 30 days;

. default in the payment of principal of or premium, if any, on any debt
security of that series when due;

. if applicable, default in the deposit of any sinking fund payment, when
and as due in respect of any debt security of that series;

. default in the performance, or breach, of any covenants or warranties in
the indenture if the default continues uncured for a period of 60 days
after written notice to us by the applicable trustee or to us and the
applicable trustee by the holders of at least 25% in principal amount of
the outstanding debt securities of that series as provided in the
indenture; and

. certain events of bankruptcy, insolvency or reorganization.

If an event of default for any series of debt securities, which are at that
time outstanding, occurs and continues, then the applicable trustee or the
holders of not less than 25% in principal amount of the outstanding debt
securities of that series may, by a notice in writing to us, and to the
applicable trustee if given by the holders, declare to be due and payable
immediately the principal, or, if the debt securities of that series are
discount securities, such portion of the principal amount as may be specified
in the terms of that series and premium, if any, of all debt securities of
that series.

At any time after a declaration of acceleration with respect to debt
securities of any series has been made, but before a judgment or decree for
payment of the money due has been obtained by the applicable trustee, the
holders of a majority in principal amount of the outstanding debt securities
of that series may, subject to our having paid or deposited with the trustee a
sum sufficient to pay overdue interest and principal which has become due
other than by acceleration and certain other conditions, rescind and annul
such acceleration if all events of default, other than the non-payment of
accelerated principal and premium, if any, with respect to debt securities of
that series, have been cured or waived as provided in the indenture. For
information as to waiver of defaults see the discussion set forth below under
"Modification and Waiver."

You should refer to our prospectus supplement with regard to any series of
debt securities that are discount securities for the particular provisions
relating to acceleration of a portion of the principal amount of such discount
securities upon the occurrence and continuation of an event of default.

The indenture provides that the trustee is not obligated to exercise any of
its rights or powers under the indenture at the request of any holder of
outstanding debt securities, unless the trustee receives indemnity
satisfactory to it against any loss, liability or expense. Subject to certain
rights of the trustee, the holders of a

majority in principal amount of the outstanding debt securities of any series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee or exercising any trust or
power conferred on the trustee with respect to the debt securities of that
series.

No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise with respect to the indenture
or for the appointment of a receiver or trustee, or for any remedy under the
indenture, unless such holder shall have previously given to the applicable
trustee written notice of a continuing event of default with respect to debt
securities of that series and the holders of at least 25% in principal amount
of the outstanding debt securities of that series shall have made written
request, and offered reasonable indemnity, to such trustee to institute such
proceeding as trustee, and the trustee shall not have received from the
holders of a majority in principal amount of the outstanding debt securities
of that series direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days. However, the holder of any debt
security will have an absolute and unconditional right to receive payment of
the principal of, premium, if any, and any interest on such debt security on
or after the due dates expressed in such debt security and to institute suit
for the enforcement of any such payment.

We are required by the indenture, within 120 days after the end of each
fiscal year, to furnish to the trustee a statement as to compliance with the
indenture. The indenture provides that the trustee with respect to any series
of debt securities may withhold notice to the holders of debt securities of
such series of any default or event of default (except a default in payment on
any debt securities of such series) with respect to debt securities of such
series if and so long as a committee of its trust officers, in good faith,
determines that withholding such notice is in the interest of the holders of
debt securities of such series.

Modification and Waiver

We and the applicable trustee, at any time and from time to time, may
modify the indenture without prior notice to or consent of any holder of any
series of debt securities for any of the following purposes:

. to permit a successor corporation to assume our covenants and
obligations under the indenture and in such series of debt securities in
accordance with the terms of the indenture;

. to add to our covenants for the benefit of the holders of any series of
debt securities (and if the covenants are to be for the benefit of less
than all the series, we shall state that the covenants are expressly
being included solely for the benefit of the applicable series);

. to surrender any of our rights or powers conferred in the indenture;

. to add any additional events of default (and if the events of default
are to be applicable to less than all series, we shall state that the
events of default are expressly being included solely for the benefit of
the applicable series);

. to add to, change or eliminate any of the provisions of the indenture in
a manner that will become effective only when there is no outstanding
debt security which is entitled to the benefit of the provision and as
to which the modification would apply;

. to secure a series of debt securities or to provide that our obligations
under a series of debt securities or the indenture will be guaranteed
and the terms and conditions for the release or substitution of the
security or guarantee;

. to supplement any of the provisions of the indenture to the extent
needed to permit or facilitate the defeasance and discharge of a series
of debt securities in a manner that will not adversely affect the
interests of the holders of debt securities of that series or any other
series of debt securities issued under the indenture in any material
respect;

. to establish the form or terms of debt securities as permitted by the
indenture;

. to provide for the acceptance of appointment by a successor trustee
regarding one or more series of debt securities and to add to or change
any of the provisions of the indenture as is necessary to provide for
the administration of the trusts by more than one trustee;

. to comply with the requirements of the Securities and Exchange
Commission in connection with qualification of the indenture under the
Trust Indenture Act;

. to cure any ambiguity;

. to correct or supplement any provision in the indenture which may be
defective or inconsistent with any other provision in the indenture;

. to eliminate any conflict between the terms of the indenture and the
debt securities and the Trust Indenture Act; or

. to make any other provisions with respect to matters or questions
arising under the indenture which will not be inconsistent with any
provision of the indenture as long as the new provisions do not
adversely affect in any material respect the interests of the holders of
any outstanding debt securities of any series created prior to the
modification.

We may also modify the indenture for any other purpose if we receive the
written consent of the holders of not less than a majority in principal amount
of the outstanding debt securities of each series affected by such
modification voting separately. However, we may not, without the consent of
the holder of each outstanding debt security of each series affected:

. change the stated maturity or reduce the principal amount or the rate of
interest, or extend the time for payment of interest of any debt
security or any premium payable upon the redemption of any debt
security, or change the stated maturity of, or reduce the amount of the
principal of a discount security that would be due and payable upon a
declaration of acceleration of the maturity of a discount security or
impair the right to institute suit for the enforcement of any payment on
or after the due date thereof (including, in the case of redemption, on
or after the redemption date), or alter any redemption provisions in a
manner adverse to the holders of such series of debt securities;

. reduce the percentage in principal amount of the outstanding debt
securities of a series where the consent of the holder is required for
any such amendment, supplemental indenture or waiver which is provided
for in the indenture;

. if applicable, adversely affect the right of a holder to convert any
debt security;

. modify any of the waiver provisions, except to increase any required
percentage or to provide that certain other provisions of the indenture
cannot be modified or waived without the consent of the holder of each
outstanding debt security which would be affected; or

. modify any provision described in the prospectus supplement as requiring
the consent of each affected holder of debt securities.

A modification which changes or eliminates any covenant or other provision
of the indenture with respect to one or more particular series of debt
securities, or which modifies the rights of the holders of debt securities of
a series with respect to such covenant or other provision, shall be deemed not
to affect the rights under the indenture of the holders of debt securities of
any other series.

The indenture provides that the holders of not less than a majority in
aggregate principal amount of the then outstanding debt securities of any
series, by notice to the relevant trustee, may on behalf of the holders of the
debt securities of such series waive any default and its consequences under
the indenture, except (1) a continuing default in the payment of interest on,
premium, if any, or the principal of, any such debt security held by a
nonconsenting holder or (2) a default in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the holder
of each outstanding debt security of each series affected.

Defeasance of Debt Securities or Certain Covenants in Certain Circumstances

Defeasance and Discharge. The indenture provides that we may be discharged
from any and all obligations under any debt securities other than:

. certain obligations to pay additional amounts, if any, upon the
occurrence of certain tax, assessment or governmental charge events
regarding payments on debt securities;

. to register the transfer or exchange of debt securities;

. to replace stolen, lost or mutilated debt securities; or

. to maintain paying agencies and to hold money for payment in trust.

We may only defease and discharge all of our obligations under the debt
securities of any series if:

. we irrevocably deposit with the trustee, in trust, the amount, as
certified by an officers' certificate, of money and/or U.S. government
obligations that, through the payment of interest and principal in
respect thereof in accordance with their terms, will be sufficient to
pay and discharge each installment of principal and premium, if any and
any interest on, and any mandatory sinking fund payments in respect of,
the debt securities of such series on the dates such payments are due;
and

. we deliver to the trustee an opinion of counsel or a ruling from the
United States Internal Revenue Service, in either case to the effect
that holders of the debt securities of such series will not recognize
income, gain or loss for United States federal income tax purposes as a
result of such deposit, defeasance and discharge.

Defeasance of Certain Covenants. Upon compliance with certain conditions,
we may omit to comply with certain restrictive covenants contained in the
indenture or in the applicable prospectus supplement or any other restrictive
covenant relating to any series of debt securities provided for in a board
resolution or supplemental indenture which by its terms may be defeased
pursuant to the terms of such series of debt securities. Any omission to
comply with our obligations or covenants shall not constitute a default or
event of default with respect to any debt securities. In that event, you would
lose the protection of these covenants, but would gain the protection of
having money and/or U.S. government obligations set aside in trust to repay
the series of debt securities. We may only defease any covenants if, among
other requirements:

. we deposit with the trustee money and/or U.S. government obligations
that, through the payment of interest and principal in respect to such
obligations, in accordance with their terms, will provide money in an
amount, as certified by an officers' certificate, sufficient to pay
principal, premium, if any, and any interest on and any mandatory
sinking fund payments in respect of the debt securities of such series
on the dates such payments are due; and

. we deliver to the trustee an opinion of counsel or a ruling from the
United States Internal Revenue Service to the effect that the holders of
the debt securities of such series will not recognize income, gain or
loss, for United States federal income tax purposes, as a result of the
covenant defeasance.

Limited Liability of Certain Persons

The indenture provides that none of our past, present or future
stockholders, incorporators, employees, officers or directors, or of any
successor corporation or any of our affiliates shall have any personal
liability in respect of our obligations under the indenture or the debt
securities by reason of his, her or its status as such stockholder,
incorporator, employee, officer or director.

Mandatory Disposition Pursuant to Gaming Laws

The indenture provides that each holder and beneficial owner, by accepting
any of the debt securities subject thereto, shall be deemed to have agreed
that if the gaming authority of any jurisdiction of which we or any of our
subsidiaries conducts or proposes to conduct gaming, requires that a person
who is a holder or the beneficial owner of the debt securities be licensed,
qualified or found suitable under applicable gaming laws, such holder or
beneficial owner, as the case may be, shall apply for a license, qualification
or a finding of suitability within the required time period. If such person
fails to apply or become licensed or qualified or is found unsuitable, we
shall have the right, at our option:

. to require such person to dispose of its debt securities or beneficial
interest therein within 30 days of receipt of notice of our election or
such earlier date as may be requested or prescribed by such gaming
authority; or

. to redeem such debt securities (possibly within less than 30 days
following the notice of redemption if so required or prescribed by the
applicable gaming authority) at a redemption price equal to

(1) the lesser of:

(a) such person's cost; and

(b) 100% of the principal amount thereof,

plus accrued and unpaid interest, if any, to the earlier of the
redemption date or the date of the finding of unsuitability or
failure to comply; or

(2) such other amount as may be required by applicable law or by order
of any applicable gaming authority.

We shall notify the trustee in writing of any such redemption as soon as
practicable. We shall not be responsible for any costs or expenses any such
holder may incur in connection with its application for a license,
qualification or a finding of suitability.

Conversion Rights

The terms and conditions, if any, upon which the debt securities are
convertible into common stock or other securities or property will be set
forth in the applicable prospectus supplement. Such terms will include the
conversion price (or manner of calculation thereof), the conversion period,
provisions as to whether conversion will be at our option or at the option of
the holders, the events requiring an adjustment of the conversion price and
provisions affecting conversion in the event of the redemption of such debt
securities.

Guarantee

The indenture provides that one or more of our subsidiaries may be a
guarantor and may "guarantee" the performance and punctual payment when due,
whether at stated maturity, by acceleration or otherwise, of all of our
obligations under the debt securities of any series and the indenture. The
liability of the guarantors will be independent of and not in consideration of
or contingent upon our liability or any other party obligated under the debt
securities or the indenture. A separate action or actions may be brought or
prosecuted against us or any other party obligated under the debt securities
or the indenture whether or not we or any other party obligated under the debt
securities or the indenture are joined in any such action or actions. However,
any guarantee will be limited to an amount not to exceed the maximum amount
that can be guaranteed by the guarantor without rendering the guarantee, as it
relates to such guarantor, voidable under Section 548 of the Federal
Bankruptcy Code or any applicable provision of comparable state law. This
guarantee will be a continuing guarantee and will remain in full force and
effect until payment in full of all of the guaranteed obligations.

Payment and Paying Agents

We covenant and agree, for the benefit of each series of debt securities,
that we will duly and punctually pay the principal of, premium, if any, and
any interest on the debt securities in accordance with the terms of the debt
securities and the indenture. We will maintain an office or agency where debt
securities of that series may be presented or surrendered for payment, where
debt securities of that series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon us in respect of the debt
securities of that series and the indenture may be served.

Global Securities

The debt securities of any series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on
behalf of, a depositary identified in the applicable prospectus supplement
relating to such series. Global securities will be in registered form and may
be issued in either temporary or permanent form. The specific terms of the
depositary arrangement regarding a series of debt securities will be described
in the applicable prospectus supplement relating to such series.

DESCRIPTION OF COMMON STOCK

Our authorized capital stock consists of 300 million shares of common
stock. As of March 9, 2000, there were 111,832,062 shares of common stock
outstanding. Holders of the common stock are entitled to dividends when and as
declared by our board of directors. Holders have one vote per share and the
right to the net assets in liquidation after payment of any amounts due to
creditors. Holders are not liable for further calls or assessments by us.
There are no sinking fund or redemption provisions relating to the common
stock. The common stock has noncumulative voting rights, which means that the
holders of a majority of the shares voting for the election of directors can
elect 100% of the directors if they choose to do so.

Our certificate of incorporation provides that if and when we shall become,
and so long as we shall remain, a publicly traded holding company as defined
in the New Jersey Casino Control Act, all of our securities shall be held
subject to the condition that if a holder thereof is disqualified by the New
Jersey Casino Control Commission, such disqualified holder shall dispose of
his interest in the securities, including common stock within 120 days, or
such other time period required by the New Jersey Commission, following our
receipt of notice of such disqualified holder. Promptly after the notice date,
we are required to deliver a copy of such written notice to the disqualified
holder by personal delivery, mail or any other reasonable means.

Our certificate of incorporation also provides that so long as we hold,
directly or indirectly, a license or franchise from a governmental agency to
conduct our business, which license or franchise is conditioned upon some or
all of the holders of the common stock possessing prescribed qualifications,
any and all shares of the common stock shall be subject to redemption by us,
at our sole option and in our sole discretion, to the extent necessary to
prevent the loss of such license or franchise or to reinstate it. Any shares
of the common stock redeemable pursuant to such provision may be called for
redemption immediately for cash, property or rights, including our securities
or securities of another corporation, on not less than five days notice to the
disqualified holder at a redemption price equal to the average closing price
of such stock on a national securities exchange for the 45 trading days
immediately preceding the date of the redemption notice; or if the stock is
not so traded, then the average of the high and low closing bid price of the
stock as quoted by the National Association of Securities Dealers Automated
Quotation system for such 45 trading day period; or if such stock is not so
quoted, the redemption price shall be determined in good faith by the board of
directors.

The transfer agent and registrar for our common stock is ChaseMellon
Shareholder Services, LLC, 400 S. Hope Street, Los Angeles, California 90071.

Subscription Rights

The following description sets forth the general terms and provisions of
any subscription rights which may be issued and to which any prospectus
supplement may relate. The particular terms of the subscription rights and
extent, if any, to which such general provisions may not apply will be
described in the prospectus supplement relating to such subscription rights.

The subscription rights will be issued in connection with one or more
rights offerings. The subscription rights will be issued without charge to our
stockholders and will be transferable. The number of rights to be issued for
each outstanding share of our common stock as well as the subscription price
will be determined at the time of the rights offering, if any, and described
in the related prospectus supplement. We anticipate that the subscription
rights will be traded on the New York Stock Exchange, the exchange where our
common stock is traded.

We anticipate there will be two types of subscription privileges associated
with the subscription rights. Under the basic subscription privilege, a rights
holder would be entitled to purchase one share of common stock for each right
held. Under the oversubscription privilege, any rights holder who exercises
the basic subscription privilege for all rights held would be entitled to
subscribe for additional shares of common stock at the time the basic
subscription privilege is exercised. Shares will be available for the
oversubscription privilege to the extent that other rights holders do not
exercise their basic subscription privilege in full and will be subject to
proration if necessary. In each case, the rights holder must specify the
number of shares to be purchased and submit the subscription price to the
subscription agent.

PLAN OF DISTRIBUTION

We may sell the offered securities as follows:

. directly to one or more purchasers;

. through agents;

. to and through one or more dealers;

. to and through one or more underwriters;

. through a distribution of subscription rights to our stockholders; or

. through a combination of any such methods of sale.

The distribution of the offered securities pursuant to any applicable
prospectus supplement may be effected from time to time in one or more
transactions either:

. at a fixed price or prices which may be changed;

. at market prices prevailing at the time of sale;

. at prices related to such prevailing market prices; or

. at negotiated prices.

Offers to purchase the offered securities may be solicited directly by us.
Offers to purchase may also be solicited by agents designated by us from time
to time. Any such agent, who may be deemed to be an "underwriter" as that term
is defined in the Securities Act, involved in the offer or sale of the offered
securities in respect of which this prospectus is delivered will be named, and
any commissions which shall be payable by us to such agent will be set forth,
in the applicable prospectus supplement.

If a dealer is utilized in the sale of the offered securities, we will sell
the securities to the dealer, as principal. The dealer, who may be deemed to
be an "underwriter" as that term is defined in the Securities Act, may then
resell the securities to the public at varying prices to be determined by such
dealer at the time of resale.

If an underwriter is, or underwriters are, utilized in the sale of the
offered securities, we will execute an underwriting agreement with such
underwriters at the time of such sale to them and the names of the
underwriters will be set forth in the applicable prospectus supplement, which
will be used by the underwriters to make resales of the offered securities. In
connection with the sale of offered securities, such underwriters may be
deemed to have received compensation from us in the form of underwriting
discounts or commissions and may also receive commissions from purchasers of
debt securities and common stock for whom they may act as agents. Underwriters
may sell offered securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act
as agents. Any underwriting compensation paid by us to underwriters in
connection with the offering of securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers, will be set
forth in the applicable prospectus supplement.

Underwriters, dealers, agents and other persons may be entitled, under
agreements that may be entered into with us, to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act, or
to contribution with respect to payments which they may be required to make in
respect thereof. Underwriters and agents may also engage in transactions with,
or perform services for us in the ordinary course of business.

If so indicated in the applicable prospectus supplement, we will authorize
underwriters, dealers or other persons to solicit offers by certain
institutions to purchase offered securities from us pursuant to contracts
providing for payment and delivery on a future date or dates set forth in the
applicable prospectus supplement. Institutions with which such contracts may
be made may include, but are not limited to, commercial and savings

banks, insurance companies, pension funds, investment companies, educational
and charitable institutions and others. The obligations of any purchaser under
any such contract will not be subject to any conditions except that the
purchase of offered securities shall not at the time of delivery be prohibited
under the laws of the jurisdiction to which such purchaser is subject, and if
the offered securities are also being sold to underwriters, we shall have sold
to such underwriters the offered securities not sold for delayed delivery. The
underwriters, dealers and such other persons will not have any responsibility
in respect to the validity or performance of such contracts. The prospectus
supplement relating to such contracts will set forth the price to be paid for
offered securities pursuant to such contracts, the commissions payable for
solicitation of such contracts and the date or dates in the future for
delivery of offered securities pursuant to such contracts.

The anticipated date of delivery of offered securities will be set forth in
the applicable prospectus supplement relating to each offer.

LEGAL MATTERS

Certain legal matters in connection with the validity of offered securities
to which this prospectus relates will be passed upon for us by Christensen,
Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP. Terry N. Christensen, a
partner of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, is
a member of our board of directors, and he and other attorneys in that firm
beneficially owned an aggregate of 14,618 shares of our common stock as of
March 23, 2000. Certain legal matters will be passed on for the underwriters
by Gibson, Dunn & Crutcher LLP, Los Angeles, California.

EXPERTS

The audited consolidated financial statements and schedule of MGM Grand,
Inc. incorporated by reference in this prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports
with respect thereto, and are incorporated herein by reference in reliance
upon the authority of said firm as experts in accounting and auditing in
giving said reports. Reference is made to said report which includes an
explanatory paragraph with respect to the change in accounting for start-up
activities in 1999 as discussed in Note 2 to the consolidated financial
statements.

The audited consolidated financial statements and schedule of Mirage
Resorts, Incorporated, incorporated by reference in this prospectus, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated
in their report with respect thereto, and is incorporated herein by reference
in reliance upon the authority of said firm as experts in accounting and
auditing in giving said report. Reference is made to said report which
includes an explanatory paragraph with respect to the change in accounting for
start-up activities in 1999 as discussed in Note 2 to the consolidated
financial statements.

WHERE YOU CAN FIND MORE INFORMATION

Each of MGM Grand and Mirage files annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy, at prescribed rates, any document MGM Grand
or Mirage files at the Commission's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the Commission at
1-800-SEC-0330 (1-800-732-0330) for further information on the public
reference rooms. The Commission also maintains a website that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission (http://www.sec.gov).
You also may read and copy reports and other information filed by MGM Grand or
Mirage at the office of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005. You may also read reports, proxy statements and
other information relating to Mirage at the offices of the Pacific Exchange at
310 Pine Street, San Francisco, California 94104.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Commission allows us to "incorporate by reference" information filed
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information filed later by MGM Grand
or Mirage with the Commission will automatically update and supersede this
information.

We incorporate by reference the documents listed below and any future
filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934:

. Our Annual Report on Form 10-K for the year ended December 31, 1999;

. Our Current Reports on Form 8-K dated February 23, 2000, February 28,
2000, March 6, 2000 and April 11, 2000;

. Mirage Resorts, Incorporated Annual Report on Form 10-K for the year
ended December 31, 1999;

. Mirage Resorts, Incorporated Proxy Statement filed with the Commission
on February 23, 2000;

. Mirage Resorts, Incorporated Registration Statement on Form 8-A12B filed
with the Commission on March 10, 2000.

. Mirage Resorts, Incorporated Preliminary Proxy Statement filed with the
Commission on March 24, 2000;

. Mirage Resorts, Incorporated Amended Registration Statement on Form 8-
A12B/A filed with the Commission on April 7, 2000;

. Mirage Resorts, Incorporated Amended Preliminary Proxy Statement filed
with the Commission on April 25, 2000; and

. Mirage Resorts, Incorporated Quarterly Report on Form 10-Q for the
period ended March 31, 2000.

All documents and reports filed by MGM Grand or Mirage pursuant to Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the
date of this prospectus and on or prior to the termination of the offering of
the offered securities made by this prospectus are deemed to be incorporated
by reference in this prospectus from the date of filing of such documents or
reports, except as to any portion of any future annual or quarterly reports or
proxy statements which is not deemed to be filed under those sections. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this prospectus will be deemed to be modified or superceded for
purposes of this prospectus to the extent that any statement contained herein
in any prospectus supplement or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this prospectus
modifies or supercedes such statement. Any statement so modified or superceded
will not be deemed, except as so modified or superceded, to constitute a part
of this prospectus.

Any person receiving a copy of this prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference except for the exhibits to such documents (other than the exhibits
expressly incorporated in such documents by reference). Requests should be
directed to: Scott Langsner, Secretary, MGM Grand, Inc., 3799 Las Vegas
Boulevard South, Las Vegas, Nevada 89109; telephone number: (702) 891-3333. A
copy will be provided by first class mail or other equally prompt means within
one business day after receipt of your request.

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