UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~April~~September 291, 2004

METRO-GOLDWYN-MAYER INC.

(Exact name of registrant as specified in its charter)

DELAWARE

1-13481

95-4605850

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

10250 Constellation Boulevard, Los Angeles, CA 90067-6241


10250 Constellation Boulevard, Los Angeles, CA		90067-6241
(Address of Principal Executive Offices)		(Zip Code)

(Address of Principal Executive Offices) (Zip Code)

(310) 449-3000

(Registrant’s telephone number, including area code)

None

(Former Name or Former Address, if Changed Since Last Report.)

~~Item~~Check ~~7. Financial~~the ~~Statements~~appropriate ~~and~~box ~~Exhibits~~below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (a)17 ~~Not~~CFR ~~applicable~~230. 425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (b)17 ~~Not~~CFR ~~applicable~~240. 14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(cb) ~~Exhibits:~~under the Exchange Act (17 CFR 240.14d-2(b))

99¨ ~~Press~~Pre-commencement ~~release~~communications ~~dated~~pursuant ~~April~~to ~~29,~~Rule ~~2004~~13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 128. ~~Disclosure~~01 ofOther ~~Results~~Events ~~of Operations and Financial Condition~~

~~This~~On ~~current~~September ~~report~~1, on2004, ~~Form 8~~Metro-KGoldwyn-Mayer isInc. ~~being~~issued ~~furnished~~a ~~to disclose the~~ press ~~release~~ ~~issued by the Registrant on April 29~~release, ~~2004.~~a ~~The~~copy ~~purpose~~ of ~~the~~which ~~press~~is ~~release,~~attached ~~furnished~~hereto as Exhibit 99~~, was to announce the Registrant’s financial results for the period ended March 31, 2004~~.1 ~~The information in this Form 8-K~~ and ~~Exhibit 99 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed~~ incorporated byherein ~~reference in any filing under the Securities Act of 1933, except as shall be expressly set forth~~ by ~~specific~~ reference ~~in such filing~~.

Item 9.01 Financial Statements and Exhibits

(a)

Not applicable

(b)

Not applicable

(c)

Exhibits

99.1 Text of press release of Registrant dated September 1, 2004.

SIGNATURE

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

	METRO-GOLDWYN-MAYER INC.		~~METRO-GOLDWYN-MAYER INC.~~
Date: April 29, 2004			By:	/s/ Jay Rakow
Date: September 1, 2004	By:	/S/ JAY RAKOW
			Name: Title:	Jay Rakow Senior Executive Vice President and General Counsel
	Name:	Jay Rakow
	Title:	Senior Executive Vice President and General Counsel

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