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): February 13, 2002


                                  MGM MIRAGE
            (Exact name of registrant as specified in its charter)

           DELAWARE                    0-16760                88-0215232
(State or other jurisdiction         (Commission           (I.R.S. Employer
     of incorporation)               File Number)         Identification No.)

     3600 Las Vegas Boulevard South                             89109
(Address of Principal Executive Offices)                     (Zip Code)


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

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


     On January 14, 2002, each of MGM MIRAGE's long-term debt and short-term
debt ratings were downgraded by Moody's Investors Service to "Ba1" and "Not
Prime," respectively. As a result of the downgrades, MGM MIRAGE was required to
re-collateralize approximately $4.3 billion of its senior debt pursuant to the
terms and conditions of its credit facilities and senior notes.

     In order to effectuate the re-collateralization, MGM MIRAGE entered into a
Collateral Agent and Intercreditor Agreement (the "Intercreditor Agreement"),
dated as of February 13, 2002, by and among it, Mirage Resorts Incorporated, a
Nevada corporation, which is a wholly owned subsidiary of MGM MIRAGE, and most
of its other subsidiaries (collectively, with Mirage Resorts Incorporated, the
"Restricted Subsidiaries"), U.S. Bank National Association, as collateral
agent, and the representatives of the senior debt holders.  Pursuant to the
terms of the Intercreditor Agreement, MGM MIRAGE and the Restricted Subsidiaries
granted liens in, or otherwise pledged, substantially all of their assets in
favor of the collateral agent, the creditor representatives and the creditors.

     The terms and conditions of the re-collateralization are more fully
described in the Intercreditor Agreement, which is filed hereto as Exhibit 10
and incorporated herein by this reference.


        (c)  Exhibits. The following exhibits are filed herewith as part of this
current Report:

     Exhibit Number   Description of Document

          10          Collateral Agent and Intercreditor Agreement, dated as of
                      February 13, 2002, by and among U.S. Bank National
                      Association, as Collateral Agent, MGM MIRAGE, a Delaware
                      corporation, Mirage Resorts Incorporated, a Nevada
                      corporation, those subsidiaries of MGM MIRAGE listed on
                      the signature pages thereto or which may thereafter become
                      a party thereto pursuant to Section 13 thereof and the
                      other Creditor Representatives named therein.


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

                                         MGM MIRAGE

Date: February 26, 2002                  By: /s/ Bryan Wright
                                         Name:  Bryan Wright
                                         Title: Vice President-Assistant
                                                General Counsel and Assistant