<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 1998
 
                                                     REGISTRATION NO. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
 
                               ---------------
 
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                               ---------------
 
                           METRO-GOLDWYN-MAYER INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                               ---------------
 
            DELAWARE                                         95-4605850
   (STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
    OF INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NUMBER)
 
          2500 BROADWAY STREET
     SANTA MONICA, CALIFORNIA 90404                              90404
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)
 
                               ---------------
 
 
                AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
                     1998 NON-EMPLOYEE DIRECTOR STOCK PLAN
                           (FULL TITLE OF THE PLANS)
 
                               ---------------
 
                            DAVID G. JOHNSON, ESQ.
              SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                           METRO-GOLDWYN-MAYER INC.
                             2500 BROADWAY STREET
                        SANTA MONICA, CALIFORNIA 90404
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                                (310) 449-3000
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                                  COPIES TO:
                             BRUCE D. MEYER, ESQ.
                          GIBSON, DUNN & CRUTCHER LLP
                            333 SOUTH GRAND AVENUE
                         LOS ANGELES, CALIFORNIA 90071
                                (213) 229-7000
 
                               ---------------
 
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION> 
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
                                                     PROPOSED MAXIMUM PROPOSED MAXIMUM    AMOUNT OF
         TITLE OF SECURITIES           AMOUNT TO BE   OFFERING PRICE     AGGREGATE      REGISTRATION
           TO BE REGISTERED            REGISTERED(1)   PER SHARE(2)    OFFERING PRICE        FEE
-----------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>              <C>               <C>
Common Stock, $0.01 par value per
 share(3)............................    5,205,702        $24.00        $124,936,848       $36,856
-----------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per
 share(3)............................    2,323,000        $20.00        $ 46,460,000       $13,706
-----------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per
 share(3)............................       13,000        $22.00        $    286,000       $    84
-----------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per
 share(4)............................      583,363        $25.41        $ 14,823,254(5)    $ 4,373(5)
-----------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per
 share(4)............................      100,000        $25.41        $  2,541,000(5)    $   750(5)
-----------------------------------------------------------------------------------------------------
Total................................    8,225,065                      $189,047,102       $55,770
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a), also covers additional securities that may be
    offered as a result of stock splits, stock dividends or similar
    transactions.

(2) Estimated solely for the purpose of determining the registration fee.

(3) The Amended and Restated 1996 Stock Incentive Plan ("1996 Incentive Plan")
    of Metro-Goldwyn-Mayer Inc. (the "Company") authorizes the issuance of
    8,125,065 shares of the Company's Common Stock, par value $0.01 per share
    ("Common Stock"). Of the 8,125,065 shares being registered hereunder for
    issuance pursuant to the 1996 Incentive Plan, as of the date hereof,
    approximately 5,205,702 are subject to presently outstanding options which
    will become exercisable at $24.00 per share, approximately 2,323,000 are
    subject to presently outstanding options which will become exercisable at
    $20.00 per share, and approximately 13,000 are subject to presently
    outstanding options which will become exercisable at $22.00 per share. The
    remaining 583,363 shares are not subject to outstanding awards.

(4) The 1998 Non-Employee Director Stock Plan authorizes the issuance of
    100,000 shares of the Company's Common Stock.

(5) Calculated pursuant to Rules 457(c) and 457(h)(1) based upon the average
    of the high and low prices of the Common Stock on the New York Stock
    Exchange on May 14, 1998, which was $25.41.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
 
                                    PART I
 
ITEM 1. PLAN INFORMATION.
 
  Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
 
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
 
  Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
 
                                    PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
  The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated
in this Registration Statement by reference:
 
    (1) the Registrant's annual report on Form 10-K for the year ended
  December 31, 1997, filed on March 18, 1998;
 
    (2) the Registrant's quarterly report on Form 10-Q for the quarter ended
  March 31, 1998, filed on May 12, 1998;
 
    (3) the Registrant's report on Form 8-K dated February 6, 1998; and
 
    (4) the description of the Common Stock set forth under the caption
  "Description of Capital Stock" in the Registrant's Registration Statement
  on Form 8-A (File No. 1-13481), as filed with the Commission on October 14,
  1997, together with any amendment or report filed with the Commission for
  the purpose of updating such description.
 
  All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder have
been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such reports and documents.
 
  Any document, and any statement contained in a document, incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document that
also is incorporated or deemed to be incorporated by reference herein,
modifies or supersedes such document or statement. Any such document or
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement. Subject to
the foregoing, all information appearing in this Registration Statement is
qualified in its entirety by the information appearing in the documents
incorporated by reference.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  Not applicable.
<PAGE>
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  As permitted by applicable provisions of the Delaware General Corporation
Law (the "DGCL"), the Company's Certificate of Incorporation contains a
provision eliminating, to the fullest extent permitted by the DGCL as it
exists or may in the future be amended, the liability of a director to the
Company and its stockholders for monetary damages for breaches of fiduciary
duty as a director. However, in accordance with the DGCL, such provision does
not limit the liability of a director for (i) any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) payment of dividends, stock purchases or redemptions that
violate the DGCL or (iv) any transaction from which the director derived an
improper personal benefit. Such limitation of liability also does not affect
the availability of equitable remedies such as injunctive relief or
rescission.
 
  The Certificate of Incorporation and Bylaws of the Company also provide
that, to the fullest extent permitted by the DGCL as it exists or may in the
future be amended, the Company will indemnify each of the officers and
directors of the Company (or their estates, if applicable), and may indemnify
any employee or agent of the Company (or their estates, if applicable), who is
or was a party to, or is threatened to be made a party to, any threatened,
pending or completed action, suit or proceeding, by reason of the fact that
such person is or was an officer, director, employee or agent of the Company
or is or was serving at the request of Company as an officer, director,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise. The Company will so indemnify such officer or director, and
may so indemnify such employee or agent (if indemnification is authorized by
the Board of Directors), in the case of such actions (whether or not by or in
the right of the Company) if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests
of the Company, and with respect to any criminal action or proceeding other
than by or in the right of the Company, had no reasonable cause to believe
such person's conduct was unlawful. With respect to indemnification other than
by or in the right of the Company, the termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, will not, of itself, create a presumption
that the person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, that such
person had reasonable cause to believe that such person's conduct was
unlawful. No indemnification will be made in connection with actions by or in
the right of the Company in respect of any claim, issue or matter as to which
such person has been adjudged to be liable for negligence or misconduct in the
performance of such person's duty to the Company unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court deems proper. In addition, to the fullest
extent permitted by the DGCL, expenses (including attorneys' fees), judgments,
fines incurred by and amount paid in settlement may be advanced by the Company
prior to the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on the behalf of such director, officer, employee or
agent to repay such amounts if it shall ultimately be determined that he or
she is not entitled to be indemnified as authorized in accordance with the
DGCL and the Company's Certificate of Incorporation. The Company's Certificate
of Incorporation and Bylaws also state that such indemnification is not
exclusive of any other rights of the indemnified party, including rights under
any indemnification agreements or otherwise.
 
  The Company currently maintains insurance on behalf of its officers and
directors against any liability which may be asserted against any such officer
or director in his or her capacity as such, subject to certain customary
exclusions. The amount of such insurance coverage is deemed by the Board of
Directors to be adequate to cover any such liability.
 
  The Company has entered into indemnification agreements with its directors,
its executive officers and certain other officers providing for
indemnification by the Company, including in circumstances in which
indemnification is otherwise discretionary under Delaware law. These
agreements constitute binding agreements between the Company and each of the
other parties thereto, thus preventing the Company from modifying its
indemnification policy in a way that is adverse to any person who is a party
to such an agreement.
 
                                       2
<PAGE>
 
  Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act") may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
  Not applicable.
 
ITEM 8. EXHIBITS.
 
<TABLE>
   <C>  <S>
    5   Opinion of Gibson, Dunn & Crutcher LLP.
   23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
   23.2 Consent of Arthur Andersen LLP Independent Auditors.
   23.3 Consent of Price Waterhouse LLP Independent Auditors
   24   Power of Attorney (included on the signature page hereof).
   99.1 Amended and Restated 1996 Stock Incentive Plan (incorporated by
        reference to Exhibit 10.5 to the Registrant's Registration Statement on
        Form S-1 (File No. 333-35411) as filed with the Commission September
        11, 1997, as amended (the "Form S-1 Registration Statement")).
   99.2 Form of Stock Option Agreement (incorporated by reference to Exhibit
        10.5 to the Registrant's Form S-1 Registration Statement).
   99.3 Form of Employee Non-Qualified Stock Option Agreement.
   99.4 1998 Non-Employee Director Stock Plan.
</TABLE>
 
ITEM 9. UNDERTAKINGS.
 
  (a) The undersigned Registrant hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement to include any
  material information with respect to the plan of distribution not
  previously disclosed in the Registration Statement or any material change
  to such information in the Registration Statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
 
    (3)  To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
  (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
 
  (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
 
                                       3
<PAGE>
 
                                  SIGNATURES
 
  Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Santa Monica, California, on this 18th day of May, 1998.
 
                                          METRO-GOLDWYN-MAYER INC.
 
                                                  /s/ David G. Johnson
                                          By: _________________________________
                                                      David G. Johnson
                                              Senior Executive Vice President
                                                    and General Counsel
 
  Each person whose signature appears below constitutes and appoints David G.
Johnson and Michael G. Corrigan, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
 
  Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the dates indicated.
 
 
<TABLE>
<CAPTION>
             SIGNATURE                            TITLE                   DATE
             ---------                            -----                   ----
 
<S>                                  <C>                             <C>
      /s/ Frank G. Mancuso           Chairman of the Board of         May 18, 1998
____________________________________  Directors and Chief Executive
          Frank G. Mancuso            Officer (Principal Executive
                                      Officer)
 
      /s/ A. Robert Pisano           Vice Chairman and Director       May 18, 1998
____________________________________
          A. Robert Pisano
 
    /s/ Michael G. Corrigan          Chief Financial Officer          May 18, 1998
____________________________________  (Principal Financial and
        Michael G. Corrigan           Accounting Officer)
 
      /s/ James D. Aljian            Director                         May 18, 1998
____________________________________
          James D. Aljian
 
    /s/ Francis Ford Coppola         Director                         May 18, 1998
____________________________________
        Francis Ford Coppola
 
     /s/ Michael R. Gleason          Director                         May 18, 1998
____________________________________
         Michael R. Gleason
 
       /s/ Kirk Kerkorian            Director                         May 18, 1998
____________________________________
           Kirk Kerkorian
 
      /s/ Kerry M. Stokes            Director                         May 18, 1998
____________________________________
          Kerry M. Stokes
 
      /s/ Alex Yemenidjian           Director                         May 18, 1998
____________________________________
          Alex Yemenidjian
 
       /s/ Jerome B. York            Director                         May 18, 1998
____________________________________
           Jerome B. York
</TABLE>
 
                                       4
<PAGE>
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
 EXHIBIT DESCRIPTION
 ------- -----------
 <C>     <S>
    5    Opinion of Gibson, Dunn & Crutcher LLP.
  23.1   Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
  23.2   Consent of Arthur Andersen LLP Independent Auditors.
  23.3   Consent of Price Waterhouse LLP Independent Auditors.
  24     Power of Attorney (included on the signature page hereof).
  99.1   Amended and Restated 1996 Stock Incentive Plan (incorporated by
          reference to Exhibit 10.5 to the Registrant's Registration Statement
          on Form 5-1 (File No. 333-35411) as filed with the Commission
          September 11, 1997, as amended (the "Form S-1 Registration
          Statement")).
  99.2   Form of Stock Option Agreement (incorporated by reference to Exhibit
          10.5 to the Registrant's Form S-1 Registration Statement).
  99.3   Form of Employee Non-Qualified Stock Option Agreement.
  99.4   1998 Non-Employee Director Stock Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 23351}]
{"company-data": {"conformed-name": "METRO-GOLDWYN-MAYER INC", "cik": "0001026816", "assigned-sic": "7812", "irs-number": "954605850", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52953", "film-number": "98627481"}, "business-address": {"street1": "2500 BROADWAY ST", "city": "SANTA MONICA", "state": "CA", "zip": "90404", "phone": "3104499911"}, "mail-address": {"street1": "2500 BROADWAY ST", "city": "SANTA MONICA", "state": "CA", "zip": "90404"}, "former-company": {"former-conformed-name": "P&F ACQUISITION CORP", "date-changed": "19970507"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 1998
 
                                                     REGISTRATION NO. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
 
                               ---------------
 
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                               ---------------
 
                           METRO-GOLDWYN-MAYER INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                               ---------------
 
            DELAWARE                                         95-4605850
   (STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
    OF INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NUMBER)
 
          2500 BROADWAY STREET
     SANTA MONICA, CALIFORNIA 90404                              90404
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)
 
                               ---------------
 
 
                AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
                     1998 NON-EMPLOYEE DIRECTOR STOCK PLAN
                           (FULL TITLE OF THE PLANS)
 
                               ---------------
 
                            DAVID G. JOHNSON, ESQ.
              SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                           METRO-GOLDWYN-MAYER INC.
                             2500 BROADWAY STREET
                        SANTA MONICA, CALIFORNIA 90404
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                                (310) 449-3000
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                                  COPIES TO:
                             BRUCE D. MEYER, ESQ.
                          GIBSON, DUNN & CRUTCHER LLP
                            333 SOUTH GRAND AVENUE
                         LOS ANGELES, CALIFORNIA 90071
                                (213) 229-7000
 
                               ---------------
 
                        CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
                                                     PROPOSED MAXIMUM PROPOSED MAXIMUM    AMOUNT OF
         TITLE OF SECURITIES           AMOUNT TO BE   OFFERING PRICE     AGGREGATE      REGISTRATION
           TO BE REGISTERED            REGISTERED(1)   PER SHARE(2)    OFFERING PRICE        FEE
-----------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per
 share(3)............................    5,205,702        $24.00        $124,936,848       $36,856
-----------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per
 share(3)............................    2,323,000        $20.00        $ 46,460,000       $13,706
-----------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per
 share(3)............................       13,000        $22.00        $    286,000       $    84
-----------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per
 share(4)............................      583,363        $25.41        $ 14,823,254(5)    $ 4,373(5)
-----------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per
 share(4)............................      100,000        $25.41        $  2,541,000(5)    $   750(5)
-----------------------------------------------------------------------------------------------------
Total................................    8,225,065                      $189,047,102       $55,770
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a), also covers additional securities that may be
    offered as a result of stock splits, stock dividends or similar
    transactions.

(2) Estimated solely for the purpose of determining the registration fee.

(3) The Amended and Restated 1996 Stock Incentive Plan ("1996 Incentive Plan")
    of Metro-Goldwyn-Mayer Inc. (the "Company") authorizes the issuance of
    8,125,065 shares of the Company's Common Stock, par value $0.01 per share
    ("Common Stock"). Of the 8,125,065 shares being registered hereunder for
    issuance pursuant to the 1996 Incentive Plan, as of the date hereof,
    approximately 5,205,702 are subject to presently outstanding options which
    will become exercisable at $24.00 per share, approximately 2,323,000 are
    subject to presently outstanding options which will become exercisable at
    $20.00 per share, and approximately 13,000 are subject to presently
    outstanding options which will become exercisable at $22.00 per share. The
    remaining 583,363 shares are not subject to outstanding awards.

(4) The 1998 Non-Employee Director Stock Plan authorizes the issuance of
    100,000 shares of the Company's Common Stock.

(5) Calculated pursuant to Rules 457(c) and 457(h)(1) based upon the average
    of the high and low prices of the Common Stock on the New York Stock
    Exchange on May 14, 1998, which was $25.41.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART I
 
ITEM 1. PLAN INFORMATION.
 
  Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
 
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
 
  Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
 
                                    PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
  The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated
in this Registration Statement by reference:
 
    (1) the Registrant's annual report on Form 10-K for the year ended
  December 31, 1997, filed on March 18, 1998;
 
    (2) the Registrant's quarterly report on Form 10-Q for the quarter ended
  March 31, 1998, filed on May 12, 1998;
 
    (3) the Registrant's report on Form 8-K dated February 6, 1998; and
 
    (4) the description of the Common Stock set forth under the caption
  "Description of Capital Stock" in the Registrant's Registration Statement
  on Form 8-A (File No. 1-13481), as filed with the Commission on October 14,
  1997, together with any amendment or report filed with the Commission for
  the purpose of updating such description.
 
  All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder have
been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such reports and documents.
 
  Any document, and any statement contained in a document, incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document that
also is incorporated or deemed to be incorporated by reference herein,
modifies or supersedes such document or statement. Any such document or
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement. Subject to
the foregoing, all information appearing in this Registration Statement is
qualified in its entirety by the information appearing in the documents
incorporated by reference.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  As permitted by applicable provisions of the Delaware General Corporation
Law (the "DGCL"), the Company's Certificate of Incorporation contains a
provision eliminating, to the fullest extent permitted by the DGCL as it
exists or may in the future be amended, the liability of a director to the
Company and its stockholders for monetary damages for breaches of fiduciary
duty as a director. However, in accordance with the DGCL, such provision does
not limit the liability of a director for (i) any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) payment of dividends, stock purchases or redemptions that
violate the DGCL or (iv) any transaction from which the director derived an
improper personal benefit. Such limitation of liability also does not affect
the availability of equitable remedies such as injunctive relief or
rescission.
 
  The Certificate of Incorporation and Bylaws of the Company also provide
that, to the fullest extent permitted by the DGCL as it exists or may in the
future be amended, the Company will indemnify each of the officers and
directors of the Company (or their estates, if applicable), and may indemnify
any employee or agent of the Company (or their estates, if applicable), who is
or was a party to, or is threatened to be made a party to, any threatened,
pending or completed action, suit or proceeding, by reason of the fact that
such person is or was an officer, director, employee or agent of the Company
or is or was serving at the request of Company as an officer, director,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise. The Company will so indemnify such officer or director, and
may so indemnify such employee or agent (if indemnification is authorized by
the Board of Directors), in the case of such actions (whether or not by or in
the right of the Company) if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests
of the Company, and with respect to any criminal action or proceeding other
than by or in the right of the Company, had no reasonable cause to believe
such person's conduct was unlawful. With respect to indemnification other than
by or in the right of the Company, the termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, will not, of itself, create a presumption
that the person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, that such
person had reasonable cause to believe that such person's conduct was
unlawful. No indemnification will be made in connection with actions by or in
the right of the Company in respect of any claim, issue or matter as to which
such person has been adjudged to be liable for negligence or misconduct in the
performance of such person's duty to the Company unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court deems proper. In addition, to the fullest
extent permitted by the DGCL, expenses (including attorneys' fees), judgments,
fines incurred by and amount paid in settlement may be advanced by the Company
prior to the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on the behalf of such director, officer, employee or
agent to repay such amounts if it shall ultimately be determined that he or
she is not entitled to be indemnified as authorized in accordance with the
DGCL and the Company's Certificate of Incorporation. The Company's Certificate
of Incorporation and Bylaws also state that such indemnification is not
exclusive of any other rights of the indemnified party, including rights under
any indemnification agreements or otherwise.
 
  The Company currently maintains insurance on behalf of its officers and
directors against any liability which may be asserted against any such officer
or director in his or her capacity as such, subject to certain customary
exclusions. The amount of such insurance coverage is deemed by the Board of
Directors to be adequate to cover any such liability.
 
  The Company has entered into indemnification agreements with its directors,
its executive officers and certain other officers providing for
indemnification by the Company, including in circumstances in which
indemnification is otherwise discretionary under Delaware law. These
agreements constitute binding agreements between the Company and each of the
other parties thereto, thus preventing the Company from modifying its
indemnification policy in a way that is adverse to any person who is a party
to such an agreement.
 
                                       2
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act") may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
  Not applicable.
 
ITEM 8. EXHIBITS.
5   Opinion of Gibson, Dunn & Crutcher LLP.
   23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
   23.2 Consent of Arthur Andersen LLP Independent Auditors.
   23.3 Consent of Price Waterhouse LLP Independent Auditors
   24   Power of Attorney (included on the signature page hereof).
   99.1 Amended and Restated 1996 Stock Incentive Plan (incorporated by
        reference to Exhibit 10.5 to the Registrant's Registration Statement on
        Form S-1 (File No. 333-35411) as filed with the Commission September
        11, 1997, as amended (the "Form S-1 Registration Statement")).
   99.2 Form of Stock Option Agreement (incorporated by reference to Exhibit
        10.5 to the Registrant's Form S-1 Registration Statement).
   99.3 Form of Employee Non-Qualified Stock Option Agreement.
   99.4 1998 Non-Employee Director Stock Plan.
ITEM 9. UNDERTAKINGS.
 
  (a) The undersigned Registrant hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement to include any
  material information with respect to the plan of distribution not
  previously disclosed in the Registration Statement or any material change
  to such information in the Registration Statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
 
    (3)  To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
  (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
 
  (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
 
                                       3
SIGNATURES
 
  Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Santa Monica, California, on this 18th day of May, 1998.
 
                                          METRO-GOLDWYN-MAYER INC.
 
                                                  /s/ David G. Johnson
                                          By: _________________________________
                                                      David G. Johnson
                                              Senior Executive Vice President
                                                    and General Counsel
 
  Each person whose signature appears below constitutes and appoints David G.
Johnson and Michael G. Corrigan, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
 
  Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the dates indicated.
SIGNATURE                            TITLE                   DATE
             ---------                            -----                   ----
/s/ Frank G. Mancuso           Chairman of the Board of         May 18, 1998
____________________________________  Directors and Chief Executive
          Frank G. Mancuso            Officer (Principal Executive
                                      Officer)
 
      /s/ A. Robert Pisano           Vice Chairman and Director       May 18, 1998
____________________________________
          A. Robert Pisano
 
    /s/ Michael G. Corrigan          Chief Financial Officer          May 18, 1998
____________________________________  (Principal Financial and
        Michael G. Corrigan           Accounting Officer)
 
      /s/ James D. Aljian            Director                         May 18, 1998
____________________________________
          James D. Aljian
 
    /s/ Francis Ford Coppola         Director                         May 18, 1998
____________________________________
        Francis Ford Coppola
 
     /s/ Michael R. Gleason          Director                         May 18, 1998
____________________________________
         Michael R. Gleason
 
       /s/ Kirk Kerkorian            Director                         May 18, 1998
____________________________________
           Kirk Kerkorian
 
      /s/ Kerry M. Stokes            Director                         May 18, 1998
____________________________________
          Kerry M. Stokes
 
      /s/ Alex Yemenidjian           Director                         May 18, 1998
____________________________________
          Alex Yemenidjian
 
       /s/ Jerome B. York            Director                         May 18, 1998
____________________________________
           Jerome B. York
4
EXHIBIT INDEX
EXHIBIT DESCRIPTION
 ------- -----------
5    Opinion of Gibson, Dunn & Crutcher LLP.
  23.1   Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
  23.2   Consent of Arthur Andersen LLP Independent Auditors.
  23.3   Consent of Price Waterhouse LLP Independent Auditors.
  24     Power of Attorney (included on the signature page hereof).
  99.1   Amended and Restated 1996 Stock Incentive Plan (incorporated by
          reference to Exhibit 10.5 to the Registrant's Registration Statement
          on Form 5-1 (File No. 333-35411) as filed with the Commission
          September 11, 1997, as amended (the "Form S-1 Registration
          Statement")).
  99.2   Form of Stock Option Agreement (incorporated by reference to Exhibit
          10.5 to the Registrant's Form S-1 Registration Statement).
  99.3   Form of Employee Non-Qualified Stock Option Agreement.
  99.4   1998 Non-Employee Director Stock Plan.