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                                                                   EXHIBIT 10.35
 
                                    WAIVER
                                      AND
                                AMENDMENT NO. 3
                                      TO
                  AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
                  -------------------------------------------

     This WAIVER AND AMENDMENT NO. 3 TO AMENDED AND RESTATED SHAREHOLDERS
AGREEMENT (this "Amendment") is made and entered into as of March __, 1999 by
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and among METRO-GOLDWYN-MAYER INC., a corporation organized under the laws of
the State of Delaware (the "Company"); TRACINDA CORPORATION, a corporation
                            -------                                       
organized under the laws of the State of Nevada ("Tracinda"); METRO-GOLDWYN-
                                                  --------                 
MAYER STUDIOS INC., a corporation organized under the laws of the State of
Delaware ("MGM Studios"); Mr. Frank G. Mancuso ("Mr. Mancuso"), and the Persons
           -----------                           -----------                   
listed on the signature pages hereto (Mr. Mancuso and each such Person is herein
referred to as an "Executive" and together as the "Executives").  Except as
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otherwise provided herein, capitalized terms used herein will have the meanings
ascribed to them in the Shareholders Agreement (as defined below).

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

     WHEREAS, Tracinda, the Company, MGM Studios and each of the Executives
entered into that certain Amended and Restated Shareholders Agreement, dated as
of August 4, 1997, as amended August 8, 1998 and September 1, 1998 (the
"Shareholders Agreement");
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     WHEREAS, Tracinda has granted to each of Alex Yemenidjian and Jerome York
options (the "Options") to purchase up to 2 million shares of the Common Stock
of the Company held by Tracinda pursuant to letter agreements dated February 4,
1999 ("Letter Agreements"), copies of which were made available for examination
by the Executives;

     WHEREAS, Section 3.2 of the Shareholders Agreement provides that the
Company and each of the Executives have certain "tag-along" rights ("Tag-Along
Rights") in the event Tracinda transfers or disposes of any shares of the Common
Stock of the Company;

     WHEREAS, the Company and each of the Executives party hereto now desire to
waive, with respect to the Options, any and all of their respective Tag-Along
Rights, including as provided by Section 3.2 of the Shareholders Agreement;

     WHEREAS, the Company has granted Robert Brada certain options to acquire
shares of Common Stock of the Company pursuant to the 1996 Stock Incentive Plan;

     WHEREAS, Section 5.4 of the Shareholders Agreement provides that the
Shareholders Agreement may be amended by an instrument in writing signed by or
on behalf of each of the parties thereto which, with respect to the Executives,
shall refer to the holders of a majority of the shares of capital stock of the
Company owned by the Executives and subject to the terms of the Shareholders
Agreement; and
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     WHEREAS, Tracinda, the Company, MGM Studios and the Executives desire to
amend the Shareholders Agreement as set forth below.

                               A G R E E M E N T
                               -----------------

     NOW, THEREFORE, in consideration of the premises herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

     1.  The Company and each of the Executives hereby fully and forever waive,
with respect to (a) the grant of the Options by Tracinda, or (b) the transfer by
Tracinda of the shares of Common Stock underlying the Options upon the exercise
of the Options, any and all of its, his or her respective Tag-Along Rights,
including as provided by Section 3.2 of the Shareholders Agreement; provided
that if all or a portion of the Options are terminated pursuant to Section 4 of
the Letter Agreements or expire, and such Options are not exercised prior to
such termination or expiration, then the shares of Common Stock issuable upon
the exercise of the Options so terminated or expired and not exercised shall
remain subject to the terms of the Shareholders Agreement as if the foregoing
waiver had not been given.

     2.  The grant of the Options and transfer of the underlying shares of
Common Stock upon exercise thereof shall not be subject to, or counted against
the number of shares set forth in, Section 3.2(e) of the Shareholders Agreement.

     3.  The Shareholders Agreement is hereby amended to provide that Mr. Brada,
upon the execution of the acknowledgment of this Amendment below, shall become a
party to the Shareholders Agreement and shall be bound by all of the obligations
and entitled to all of the rights of an "Executive" thereunder, as if he had
been original signatory thereto.

     4.  Except as amended hereby or in accordance herewith, the Shareholders
Agreement shall continue in full force and effect.

     5.  This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
Each counterpart may consist of a number of copies of this Agreement, each of
which may be signed by less than all of the parties hereto, but together all
such copies are signed by all of the parties hereto.  This Agreement shall
become effective at such time as it has been executed by the Company, MGM
Studios, Tracinda and the holders of a majority of the shares of capital stock
of the Company owned by the Executives and subject to the terms of the
Shareholders Agreement.

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     IN WITNESS WHEREOF, the parties have executed this Agreement and caused the
same to be duly delivered on their behalf as of the day and year first written
above.

                                      TRACINDA CORPORATION
        
                                      By:____________________________________
                                          Name:
                                          Title:

                                      METRO-GOLDWYN-MAYER STUDIOS INC.

                                      By:____________________________________
                                          Name:
                                          Title:

                                      METRO-GOLDWYN-MAYER INC.

                                      By:____________________________________
                                          Name:
                                          Title:

 
                                          ___________________________________
                                          Frank G. Mancuso

                                          Number of shares of the
                                          Common Stock owned:________________

Acknowledged and Agreed:

 
_____________________________
Robert Brada



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                              Other Executives Signature Page:
                              --------------------------------


 
                                _____________________________________

                                  Name: _____________________________

                                  Number of shares of the
                                  Common Stock owned:________________