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                                                                   EXHIBIT 10.16

     AGREEMENT made this 3rd day of March, 1995, between METRO-GOLDWYN-MAYER
INC., a Delaware corporation (hereinafter referred to as "MGM"), and DONALD
ROBERT BRADA, JR. (hereinafter referred to as the "Employee").


                              W I T N E S S E T H
                              -------------------


1.   MGM hereby employs the Employee and engages his exclusive services for the
     three (3) year period commencing as of June 1, 1995 and terminating three
     (3) years thereafter (the "Term").

     The Employee accepts such employment and agrees to render his services
     solely and exclusively for MGM during the Term.  The Employee agrees to
     devote his best efforts to the business of MGM (or its present or future
     parents, subsidiaries, affiliates or successor companies) as MGM may
     request and as may be consistent with the duties of Employee's position.
     Employee hereby represents and warrants that he is legally able to enter
     into this employment agreement and that he has no other agreements or
     commitments with any third parties which would preclude or prevent him from
     entering into this agreement and rendering his services hereunder.

2.   Employee's title shall be Senior Vice President and Deputy General Counsel,
     or a substantially equivalent title in the event of a corporate
     reorganization.  Employee's duties shall be those which are commensurate
     with his title and shall include, without limitation, responsibility for
     overseeing corporate legal affairs.  Employee shall report directly to the
     Executive Vice President and General Counsel (presently David G. Johnson)
     or to a comparable executive in the event of a corporate reorganization.

     Employee currently resides in Paris, France and MGM will reimburse Employee
     for his reasonable moving expenses to the Los Angeles, California area in
     accordance with MGM's policy for comparable executives.

3.   Provided that Employee shall fully perform all of his obligations
     hereunder, MGM shall pay Employee a salary:

     (a)  at the rate of Two Hundred Thousand Dollars ($200,000) per annum for
          the first year of the Term.

     (b)  at the rate of Two Hundred Twenty-Five Thousand Dollars ($225,000) per
          annum for the second year of the Term.

     (c)  at the rate of Two Hundred Fifty Thousand Dollars ($250,000) per annum
          for the third year of the Term.

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     Such salary shall be payable in installments in accordance with MGM's
     standard payment practices.

4.   MGM shall have the right to terminate this agreement if:

     (a)  Employee shall die.

     (b)  Employee shall be unable to perform his duties for two (2) consecutive
          months due to illness or other physical incapacity.

     (c)  MGM and/or any of its subsidiary, affiliated, or parent companies are
          materially hampered in the conduct of their business by an event of
          force majeure (including but not limited to an act of God, strike,
          lockout, declaration of war or other cause similar or dissimilar to
          the foregoing beyond their control) for a consecutive period of two
          (2) months; it being understood that MGM shall have the right to
          suspend this agreement without payment of any salary to Employee
          during any period of force majeure and a reasonable time thereafter to
          resume full operations.

     (d)  Employee shall fail to perform his duties, functions and
          responsibilities hereunder.

     (e)  Employee shall be convicted of a felony offense.

     In case of termination pursuant to (a) or (b), MGM shall pay all salary due
     through the date of termination.  With respect to a contingency described
     in (c), if MGM has not exercised its suspension right, it shall pay the
     salary due through the date of termination; it being further understood
     that if MGM exercises its suspension right and does not elect to exercise
     its termination right it shall have the right but not the obligation to
     extend the Term for the period of the suspension.

     MGM reserves all rights it may have at law or equity in the event of a
     contingency described in (d) or (e) above.

5.   So long as Employee is rendering services hereunder, Employee will be a
     participant in the management incentive compensation plan (the "Incentive
     Plan") (or such other comparable plan or plans as MGM may in its discretion
     adopt with respect to executive compensation).  Nothing contained herein
     shall obligate MGM to continue the Incentive Plan or to provide for any
     other plans, nor is any commitment made hereby as to the amount or extent
     (dollars or otherwise) of Employee's participation.

6.   So long as MGM gives car allowances and Employee is rendering services
     hereunder, Employee shall be given a car allowance in accordance with MGM's
     then current

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     policy for comparable executives (presently $800 a month).  Employee shall
     be entitled to incur and be reimbursed for reasonable expenses in
     connection with the performance by Employee of his duties hereunder.  Such
     reimbursement shall be made on the basis of statements thereof (together
     with vouchers or documents evidencing such expenses) furnished by Employee
     to MGM in accordance with MGM's standard practices.

7.   So long as Employee is rendering services hereunder, the Employee shall be
     entitled to:

     (a)  Vacation each year (without deduction of salary or other compensation)
          in accordance with MGM's standard policies (but not less than four (4)
          weeks), such vacation to be taken at such time or times during such
          years as may be mutually agreed upon by MGM and the Employee.

     (b)  Participate in any group, life, health or accident insurance or other
          similar program or arrangement which may presently be in effect or may
          hereafter be adopted by MGM generally or for particular individuals
          upon the same terms as are available to other employees of MGM.

8.   Employee agrees that all the results and proceeds of his services,
     including any ideas, programs, formats, plans and arrangements, composed,
     conceived or created by him during the period of this employment, solely or
     in collaboration with others, whether or not same is made at the request or
     suggestion of MGM, or during or outside regular hours of work, shall at all
     times be and remain the sole and exclusive property of MGM.  The Employee
     further agrees that he will, at the request of MGM, execute and deliver to
     MGM, in form satisfactory to MGM, documents evidencing MGM's ownership to
     the foregoing; but notwithstanding that no such documents are executed,
     MGM, as Employee's employer, shall be deemed the owner thereof immediately
     upon creation.  All memoranda, notes, records, and other documents made or
     compiled by Employee, or made available to him, during his employment by
     MGM shall remain the sole and exclusive property of MGM.  Employee shall
     not use for himself, or others, any secret or confidential information,
     knowledge or data of MGM (or any of its affiliates) obtained by Employee as
     a result of his employment by MGM.  Anything in this agreement to the
     contrary notwithstanding, the provisions of this paragraph shall survive
     the termination, for any reason, of this agreement.

9.   Employee agrees that MGM may deduct and withhold from the payments to be
     made to the Employee hereunder, the amounts required to be deducted and
     withheld by MGM under the provisions of any statute, law, regulation or
     ordinance heretofore or hereafter enacted.

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10.  Any notices and payments herein provided for shall be given by sending the
     same by certified or registered mail or by wire, addressed as follows:

     (a)  To MGM  -      Metro-Goldwyn-Mayer Inc.
                         2500 Broadway Street
                         Santa Monica, CA 90404
                         Attn.:  General Counsel

     (b)  To Employee -  Donald Robert Brada, Jr.
                         c/o Metro-Goldwyn-Mayer Inc.
                         2500 Broadway Street
                         Santa Monica, CA 90404

     or to such other address as may hereinafter be designated in writing by the
     party concerned.  The date of delivery to the post office or cable office,
     all postage or other charges prepaid, shall be deemed the date of delivery
     hereunder.

11.  MGM shall have the right to assign this agreement to any subsidiary,
     successor or parent company of MGM or to any other person, firm or
     corporation which acquires MGM or a substantial part of MGM's assets or
     into which MGM may merge.  The obligations and duties of Employee hereunder
     are personal and not assignable.

12.  Except with respect to any disputes which may arise pursuant to Paragraph
     8, any controversy or claim between or among Employee, MGM or any of its
     affiliates arising out of or relating to this agreement or any breach of
     this agreement shall be settled by arbitration.  Any such arbitration shall
     be held in Los Angeles, California and shall be conducted in accordance
     with the Commercial Arbitration Rules of the American Arbitration
     Association.  The arbitration proceedings shall be conducted in English.
     The arbitration panel shall consist of three (3) arbitrators to be selected
     pursuant to such Commercial Arbitration Rules.  The arbitration
     proceedings, all documents related thereto and all testimony, written or
     oral, and the arbitration award shall be confidential, except with respect
     to any proceedings commenced to compel arbitration or to enforce the
     arbitration award or as otherwise required by law.  Each party hereto
     agrees that once an arbitration request has been made by either party that
     each party will proceed expeditiously to commence and complete the
     arbitration proceedings, with the intent of completing same within three
     months.

13.  This agreement shall be construed under the laws of the State of California
     applicable to contracts executed and fully performed therein.  The state
     and federal courts (or arbitrators appointed as described herein) located
     in Los Angeles, California shall be the sole fora for any action for relief
     arising out of or pursuant to, or to enforce or interpret, this agreement.
     Each party to this agreement consents to the personal jurisdiction and
     arbitration in such fora and courts and each party

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     hereto covenants not to, and waives any right to, seek a transfer of venue
     from such jurisdiction on any grounds.  This agreement constitutes the full
     understanding of the parties and cannot be modified except in writing.  No
     waiver of one provision shall constitute a continuing waiver or a waiver of
     any other provision or default hereof.

     IN WITNESS WHEREOF, the parties have hereunto affixed their signatures the
day and year first hereinabove written.


                                    METRO-GOLDWYN-MAYER INC.



                                    By:  /s/ David G. Johnson 
                                        ___________________________
                                        Executive Vice President



                                    /s/ Donald Robert Brada, Jr. 
                                    ________________________________
                                    DONALD ROBERT BRADA, JR.

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