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                                                                     EXHIBIT 4.1

                           METRO-GOLDWYN-MAYER INC.
                  RIGHTS CERTIFICATE FOR RIGHTS OFFERING FOR
                     HOLDERS OF RECORD ON OCTOBER 15, 1999

                                                               591610 12 6
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  RIGHTS CERTIFICATE NUMBER                                    CUSIP NUMBER


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  SHARES ELIGIBLE TO SUBSCRIBE          RIGHTS               RECORD DATE SHARES

  Metro-Goldwyn-Mayer Inc. (the "Company") is conducting a rights offering (the
"Rights Offering") which entitles the holders of shares of the Company's common
stock, $.01 par value per share (the "Common Stock"), as of the close of
business on October 15, 1999 (the "Record Date") to receive 0.328 transferable
rights (each, a "Right") for each share of the Common Stock held of record on
the Record Date. Each whole Right entitles the holder thereof to subscribe for
and purchase one share of Common Stock (the "Basic Subscription Privilege") at a
Subscription Price of $14.50 per share. If any shares of the Common Stock are
not purchased by holders of Rights pursuant to the Basic Subscription Privilege
(the "Excess Shares"), any holder purchasing all of the shares of the Common
Stock available to it pursuant to the Basic Subscription Privilege may purchase
an additional number of the Excess Shares (the "Oversubscription Privilege") if
so specified hereon, subject to proration. No fractional shares or cash in lieu
thereof will be issued or paid. Set forth above is the number of shares of the
Common Stock held by such holder, and the number of shares to which each holder
is entitled to subscribe pursuant to the Basic Subscription Privilege.

  FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING, PLEASE REFER TO THE PROSPECTUS SUPPLEMENT DATED OCTOBER 15, 1999 AND
ACCOMPANYING PROSPECTUS DATED SEPTEMBER 9, 1999 (COLLECTIVELY, THE
"PROSPECTUS"), WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE
PROSPECTUS ARE AVAILABLE UPON REQUEST FROM CHASEMELLON SHAREHOLDER SERVICES,
L.L.C. (TOLL FREE (888) 867-5964). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
SHALL HAVE THE RESPECTIVE MEANINGS ASCRIBED TO SUCH TERMS IN THE PROSPECTUS.

  THIS RIGHTS CERTIFICATE (OR A NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED
BY CHASEMELLON SHAREHOLDER SERVICES, L.L.C. WITH PAYMENT IN FULL BY 5:00 P.M.,
NEW YORK CITY TIME, ON NOVEMBER 8, 1999 (UNLESS EXTENDED IN THE SOLE DISCRETION
OF THE COMPANY) (AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). ANY RIGHTS NOT
EXERCISED PRIOR TO THE EXPIRATION DATE WILL BE NULL AND VOID. ANY SUBSCRIPTION
FOR SHARES OF COMMON STOCK IN THE RIGHTS OFFERING MADE HEREBY IS IRREVOCABLE.
  The Rights represented by this Rights Certificate may be exercised by duly
completing Form 1; and may be transferred, assigned, exercised or sold through a
bank or broker by duly completing Form 2, and may be sold through the
Subscription Agent by duly completing Form 3. Rights holders are advised to
review the Prospectus and instructions, copies of which are available from
ChaseMellon Shareholder Services, L.L.C. before exercising or selling their
Rights.
SUBSCRIPTION PRICE: $14.50 PER SHARE
  The registered owner whose name is inscribed hereon, or assigns, is entitled
to subscribe for shares of the Common Stock upon the terms and subject to the
conditions set forth in the Prospectus and instructions relating to the use
hereof.
  THIS RIGHTS CERTIFICATE IS TRANSFERABLE, AND MAY BE COMBINED OR DIVIDED (BUT
ONLY INTO RIGHTS CERTIFICATES EVIDENCING FULL RIGHTS) AT THE OFFICE OF
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
  RIGHTS HOLDERS SHOULD BE AWARE THAT IF THEY CHOOSE TO EXERCISE OR TRANSFER
ONLY PART OF THEIR RIGHTS, THEY MAY NOT RECEIVE A NEW RIGHTS CERTIFICATE IN
SUFFICIENT TIME TO EXERCISE THE REMAINING RIGHTS EVIDENCED THEREBY.

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                                    FORM 1

EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably exercises one or
more Rights to subscribe for shares of the Common Stock as indicated below, on
the terms and subject to the conditions specified in the Prospectus, receipt of
which is hereby acknowledged.

     (a)  Number of shares subscribed for pursuant to the Basic Subscription
          Privilege _____ x $14.50 = $_____ payment. (One whole Right needed to
          subscribe for one share.)

     (b)  Number of shares subscribed for pursuant to the Oversubscription
          Privilege _____ x $14.50 = $_____ payment.

     (c)  Total Subscription (total number of shares on lines (a) and (b)
          multiplied by the subscription price) = $_____ payment.

          METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES)):

          [_]  Check, bank draft, or money order payable to "ChaseMellon
               Shareholder Services, LLC., as Subscription Agent"; or

          [_]  Wire transfer directed to The Chase Manhattan Bank, New York, NY,
               ABA No. 021000021-Attention: ChaseMellon Shareholder Services
               Reorg. Account: 323-859569 (Metro-Goldwyn-Mayer Inc.)

     (d)  If the Rights being executed pursuant to the Basic Subscription
          Privilege do not account for all of the Rights represented by the
          Rights Certificates (check only one):

          [_]  Deliver to the undersigned a new Rights Certificate evidencing
               the remaining Rights to which the undersigned is entitled.

          [_]  Deliver a new Rights Certificate in accordance with the
               undersigned's Form 2 instructions (which include any required
               signature guarantees).

          [_]  Sell the remaining unexercised Rights in accordance with the
               undersigned's Form 3 instructions.

          [_]  Do not deliver any new Rights Certificate to me.

          [_]  Check here if Rights are being exercised pursuant to the Notice
               of Guaranteed Delivery delivered to the Subscription Agent prior
               to the date hereof and complete the following:

               Name(s) of Registered Holder(s)
                                               ---------------------------------

               Window Ticket Number (if any)
                                             -----------------------------------

               Date of Execution of Notice of Guaranteed Delivery
                                                                  --------------

               Name of Institution Which Guaranteed Delivery
                                                             -------------------

*  If the aggregate Subscription Price enclosed or transmitted is insufficient
   to purchase the total number of shares included in lines (a) and (b), or if
   the number of shares being subscribed for is not specified, the Rights Holder
   exercising this Rights Certificate shall be deemed to have subscribed for the
   maximum amount of whole shares that could be subscribed for upon payment of
   such amount. If the number of shares to be subscribed for pursuant to the
   Oversubscription Privilege is not specified and the amount enclosed or
   transmitted exceeds the aggregate Subscription Price for all shares
   represented by this Rights Certificate (the "Subscription Excess"), the
   Rights holder exercising this Rights Certificate shall be deemed to have
   exercised the Oversubscription Privilege to purchase, to the extent
   available, that number of whole shares of the Common Stock equal to the
   quotient obtained by dividing the Subscription Excess by the Subscription
   Price, subject to proration, as described in the Prospectus. To the extent
   any portion of the aggregate Subscription Price enclosed or transmitted
   remains after the foregoing procedures, such funds shall be mailed to the
   subscriber without interest or deduction as soon as practicable.

Subscriber's Signature                       Telephone No. (   )
                       -------------------                  -------------------

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                                    FORM 2
TO TRANSFER THIS RIGHTS CERTIFICATE OR SOME OR ALL OF YOUR RIGHTS, OR TO
EXERCISE OR SELL RIGHTS THROUGH YOUR BANK OR BROKER: For value received, ______
Rights represented by this Rights Certificate are hereby assigned to (please
print name and address and Taxpayer Identification Number or Social Security
Number or transferee in full):

Name:
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Address:
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                         Signature(s) of Transferor(s)

Signatures Guaranteed by:
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Proceeds from the sale of Rights may be subject to withholding of U.S. taxes
unless the Seller's certified U.S. taxpayer identification number (or
certificate regarding foreign status) is on file with the Subscription Agent and
the seller is not otherwise subject to U.S. backup withholding.

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                                    FORM 3
TO SELL SOME OR ALL OF YOUR UNEXERCISED RIGHTS THROUGH THE SUBSCRIPTION AGENT:
The undersigned hereby authorizes the Subscription Agent to sell _____ Rights
represented by this Rights Certificate but not exercised hereby and to deliver
to the undersigned a check for the proceeds, if any, from the sale thereof, less
any applicable brokerage commissions, taxes or other direct expenses of sale.
The Subscription Agent's obligation to execute orders is subject to its ability
to find buyers for the Rights.

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                              Seller's Signature
In Order to sell Rights through the Subscription Agent, you must complete and
sign the substitute Form W-9 as provided in Section 8 of the instructions.

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                                    FORM 4
DELIVERY INSTRUCTIONS: Address for mailing of stock certificates or new Rights
Certificate or any cash payment in accordance with the Prospectus if other than
shown on the reverse hereof:

Name
     ---------------------------------------------------------------------------

Address
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