SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1
to

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

MGM MIRAGE

(Name of Subject Company (Issuer))

MGM MIRAGE
Dubai World
Infinity World (Cayman) L.P.

(Name of Filing Persons (Offerors))

Common Stock, par value $0.01 per share
(Title of Class of Securities)

552953101
(CUSIP Number of Class of Securities)

Gary N. Jacobs, Esq.
MGM MIRAGE
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Telephone: (702) 693-7120
and
Abdul Wahid A. Rahim Al Ulama
Dubai World
Infinity World (Cayman) L.P.
Emirates Towers, Level 47
Sheikh Zayed Road
Dubai, United Arab Emirates
Telephone: +971 4 3903800

Copy to:
Janet S. McCloud
Christensen, Glaser, Fink, Jacobs, Weil & Shapiro, LLP
10250 Constellation Boulevard, 19^th Floor
Los Angeles, California 90067
Telephone: (310) 556-3000
and
Martin L. Edelman, Esq.
Paul, Hastings, Janofsky & Walker LLP
Park Avenue Tower
75 E. 55th Street
New York, NY 10022
Telephone: (212) 318-6500
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

Calculation of Filing Fee

	Transaction valuation *			Amount of filing fee**
	$1,200,000,000			$47,160

*		Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 15,000,000 shares of common stock at the tender offer price of $80.00 per share.
**		The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $39.30 per million dollar of value.

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO jointly filed on January 17, 2008 by MGM MIRAGE, a Delaware corporation, Dubai World, a Dubai, United Arab Emirates government decree entity, and Infinity World (Cayman) L.P., a Cayman Islands limited partnership and an indirect wholly owned subsidiary of Dubai World (the “Schedule TO”). The Schedule TO, as amended by this Amendment No. 1, relates to the offer by MGM MIRAGE and Infinity World (Cayman) L.P. to purchase up to 15,000,000 shares of common stock, par value $0.01 per share, of MGM MIRAGE at a net purchase price of $80.00 per share, with MGM MIRAGE offering to purchase up to 8,5000,000 of such shares and Infinity World (Cayman) L.P. offering to purchase up to 6,500,000 of such shares, in each case, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 17, 2008, previously filed as Exhibit (a)(1)(A) to the Schedule TO, and the related Letter of Transmittal, previously filed as Exhibit (a)(1)(B) to the Schedule TO.

The Schedule TO is amended and supplemented by this Amendment No. 1 by adding the information contained herein. Only those items amended are reported herein. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on Schedule TO.

Item 4.   Terms of the Transaction.

Item 4(b) of the Schedule TO is hereby amended and supplemented by adding the following at the end thereof:

     On February 7, 2008, MGM MIRAGE was advised by Ronald Popeil, a director of MGM MIRAGE, that he intends to tender, and by Shawn Sani, Senior Vice President-Taxes for MGM MIRAGE, that he may tender, shares of MGM MIRAGE’s common stock beneficially owned by them respectively (including such shares that they may acquire through exercise of their respective options to purchase such shares) in the tender offer, with the number of such shares to be determined by Mr. Popeil and Mr. Sani at a later date. As of January 17, 2008, Mr. Popeil and Mr. Sani beneficially owned 123,200 shares and 107,884 shares, respectively, representing, in each case, approximately 0.04% of all of the shares of MGM MIRAGE’s common stock then outstanding.

Item 11.   Additional Information.

Item 11(b) of the Schedule TO is hereby amended by deleting the phrase “None” and replacing it with the following:

     On February 7, 2008, MGM MIRAGE issued a preliminary earnings release, attached hereto as Exhibit (a)(5), announcing the preliminary consolidated results of MGM MIRAGE for the fiscal quarter ended December 31, 2007. The information set forth in such preliminary earnings release issued by MGM MIRAGE is incorporated herein by reference.

Item 12.   Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit thereto:

SIGNATURES

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 7, 2008

EXHIBIT INDEX

Exhibit		Description
(a)(5)		Text of the preliminary earnings release issued by MGM MIRAGE, dated February 7, 2008.