Washington, D.C. 20549

                                  SCHEDULE TO

                                 (Rule 13e-4)
           Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                    of the Securities Exchange Act of 1934
                               (Amendment No. 1)

                                  MGM MIRAGE
        (Name of Subject Company (Issuer) and Filing Person (Offeror))

          Options to Purchase Common Stock, Par Value $0.01 Per Share
                        (Title of Class of Securities)

                     (CUSIP Number of Class of Securities)
                           (Underlying Common Stock)

                                  Copies to:

            Gary N. Jacobs, Esq.
          Executive Vice President                         Janet S. McCloud, Esq.
              & General Counsel                          Christensen, Miller, Fink,
                 MGM MIRAGE                         Jacobs, Glaser, Weil & Shapiro, LLP
                c/o Bellagio                              2121 Avenue of the Stars
         3600 Las Vegas Blvd. South                              18th Floor
             Las Vegas, NV 89109                           Los Angeles, CA 90067
               (702) 693-7120                                  (310) 553-3000

  (Name, address and telephone number of person authorized to receive notices
                and communications on behalf of filing person)

                           Calculation Of Filing Fee


           Transaction Valuation*                           Amount of Filing Fee
               $109,596,523.00                                   $21,919.30

 *  Calculated solely for purposes of determining the filing fee. This amount
    assumes that options to purchase 10,825,838 shares of common stock of MGM
    MIRAGE having an aggregate value of $109,596,523 as of November 5, 2001
    will be exchanged and/or cancelled pursuant to this offer. The aggregate
    value of such options was calculated based on the Black-Scholes option
    pricing model. The number of options, the aggregate value of the options
    and the filing fee are based on the number of eligible options on November
    5, 2001. The amount of the filing fee, calculated in accordance with Rule
    0-11(b) of the Securities Exchange Act of 1934, as amended, equals 1/50th
    of one percent of the value of the transaction.

[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
    and identify the filing with which the offsetting fee was previously paid.
    Identify the previous filing by registration statement number, or the Form
    or Schedule and the date of its filing.

    Amount Previously Paid: $21,919.30       Filing party: MGM MIRAGE
    Form or Registration No.: Schedule TO    Date filed: November 12, 2001

[_] Check the box if the filing relates solely to preliminary communications
    made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

  [_] third party tender offer subject to Rule 14d-1.
  [X] issuer tender offer subject to Rule 13e-4.
  [_] going-private transaction subject to Rule 13e-3.
  [_] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the
results of the tender offer. [X]


   This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO ("Schedule To") filed with the Securities and Exchange Commission
on November 12, 2001, relating to our offer to exchange certain options to
purchase shares of our common stock, par value $0.01 per share, upon the terms
and subject to the conditions described in the Offer to Exchange dated
November 13, 2001.


   Item 4 of the Schedule TO is hereby amended and supplemented to add the

  (a) The offer expired at 5:00 P.M., Pacific Time, on December 12, 2001.
      Pursuant to the offer, we accepted for cancellation options to purchase
      5,716,000 shares of MGM MIRAGE common stock, which represented 52.8% of
      the options eligible for exchange. Subject to the terms and conditions
      of the offer, we will grant replacement options to purchase
      5,144,400 shares of MGM MIRAGE common stock in exchange for such
      cancelled options to an aggregate of 199 option holders. On December
      18, 2001, we sent each option holder whose options had been accepted
      for exchange a letter substantially in the form of Exhibit (a)(4)

  (b) Of the total options eligible for exchange 5,489,338 were held by the
      officers and directors of MGM MIRAGE. We accepted from 23 officers and
      directors 1,654,000, or 30.1%, of such options to purchase shares of
      MGM MIRAGE common stock.



   After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Amendment No. 1 to the Schedule TO is true,
complete and correct.

                                          MGM MIRAGE

                                          /s/ James J. Murren
                                          James J. Murren
                                          President, Chief Financial Officer
                                           and Treasurer

Date: December 19, 2001


                               INDEX TO EXHIBITS

 Number  Description
 ------- -----------
 (a) (1) Offer to Exchange, dated November 13, 2001.*

     (2) Form of Election Form.*

     (3) Letter to MGM MIRAGE Option Holders, dated November 13, 2001.*

     (4) Form of Promise to Grant Stock Options.*

 (b)     Not applicable.

 (d) (1) MGM MIRAGE 1997 Nonqualified Stock Option Plan, attached as Exhibit
         10.3 to MGM MIRAGE's Quarterly Report on Form 10-Q for the period
         ended September 30, 2000 and incorporated herein by reference.*

     (2) Form of Replacement Grant Nonqualified Stock Option Agreement.*

 (g)     Not applicable.

 (h)     Not applicable.

*  Previously filed as an exhibit to the Schedule TO filed with the Securities
   and Exchange Commission on November 12, 2001.