UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Item 1.

Security and Issuer

This Statement on Schedule 13D (“Schedule 13D”) relates to the shares of common stock, par value $0.01 (the “Shares”), of The NASDAQ OMX Group, Inc., a Delaware corporation (the “Issuer”).

The address of the Issuer’s principal executive offices is One Liberty Plaza, New York, New York 10006.

Item 2.

Identity and Background

This Schedule 13D is being filed by Investment Corporation of Dubai, a company registered in the Dubai International Financial Centre in Dubai with company number 0490 (“ICD”), Borse Dubai Limited, a company registered in the Dubai International Financial Centre in Dubai with company number CL0447 (“Borse Dubai”) and a subsidiary of ICD and Borse Dubai Nasdaq Share Trust (the “Trust”), a Delaware statutory trust (collectively, the “Reporting Persons”).

ICD’s principal business is to act as the investment arm of the Government of Dubai.  Borse Dubai’s principal business purpose is to act as a holding company for investments in stock exchanges, which includes a 100% ownership of the Dubai International Financial Exchange Limited, a company registered in the Dubai International Financial Centre in Dubai with company number CL0009 (“DIFX”).  The Trust was established by Borse Dubai as a special purpose Trust and its sole business purpose is to hold and dispose of the Shares issued by the Issuer to Borse Dubai in connection with the OMX Transaction Agreement (defined below in Item 4) that are in excess of 19.99% of the issued and outstanding Shares on a fully-diluted basis, as directed by Borse Dubai, subject to the Ownership Restrictions.

The address of ICD’s principal business and principal office is P.O. Box 31111, Emirates Towers, Level 26, Office Tower, Sheikh Zayed Road, Dubai, United Arab Emirates.  The address of Borse Dubai’s principal business and principal office is P.O. Box 506690, Level 7, Precinct Building 5, Gate District, Dubai International Financial Centre, Dubai, United Arab Emirates.  The address of the Trust’s principal business and principal office is Wells Fargo Delaware Trust Company, 919 North Market Street, Suite 1600, Wilmington, Delaware 19801.

During the last five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, are or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

The consideration for the acquisition of the Shares was 117,227,931 shares of OMX AB (publ) (“OMX Shares”), a public corporation organized under the laws of Sweden (“OMX”), acquired by BD Stockholm AB, a corporation organized under the laws of Sweden (the “Bidder”), using funds obtained pursuant to (i) a credit facility agreement for US$4,200,000,000 and £791,119,573 with, amongst others, HSBC Bank plc (“HSBC”) as initial mandated lead arranger, agent, security agent, security trustee and initial issuing bank and HSBC and certain other banks and financial institutions as lenders (the “Facilities Agreement”) which is filed as Exhibit 7.8 hereto and incorporated by reference into this Item; and (ii) a combination of equity injection, or subordinated shareholder loans to Borse Dubai from the shareholders of Borse Dubai.

Item 4.

Purpose of Transaction

ICD and Borse Dubai acquired beneficial ownership of 60,561,515 Shares on February 27, 2008, pursuant to the OMX Transaction Agreement, dated as of November 15, 2007, as amended by the Amendment to the OMX Transaction Agreement, dated as of February 27, 2008 (the “OMX Transaction Agreement”), among the Issuer, Borse Dubai and the Bidder, whereby Borse Dubai exchanged 117,227,931 OMX Shares for 60,561,515 Shares and SEK 11,678,630,352.  As directed by Borse Dubai, 17,660,367 Shares of the 60,561,515 Shares beneficially owned by ICD and Borse Dubai were issued by the Issuer directly to the Trust, of which Borse Dubai is the sole named beneficial owner.  The summary of the OMX Transaction Agreement is qualified in its entirety by reference to the actual agreement and its amendment which are respectively filed as Exhibit 7.1 and Exhibit 7.2 hereto and incorporated by reference into this Item.

ICD and Borse Dubai acquired the 60,561,515 Shares as part of a series of transactions for the purpose of creating a strategic alliance with the Issuer designed to create a global financial marketplace with a unique footprint spanning the United States, Europe, the Middle East and strategic emerging markets.  In conjunction with the OMX Transaction Agreement, the Issuer, Borse Dubai, and the Dubai International Financial Exchange Limited, a company registered in the Dubai International Financial Centre in Dubai, entered into the DIFX Transaction Agreement, dated as of November 15, 2007.  The Reporting Persons do not have any present plans or proposals which relate to or would result in any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, however, with respect to clause (d), as long as Borse Dubai continues to hold at least 21,450,574 Shares, Borse Dubai, pursuant to the Nasdaq Stockholders’ Agreement (as defined in the OMX Transaction Agreement, attached hereto as Exhibit 7.1), will be entitled to propose for nomination two directors for election to the Issuer’s Board of Directors.  As long as Borse Dubai maintains at least 10,725,287 Shares, Borse Dubai will be entitled to nominate one director for election to the Issuer’s Board of Directors.

Borse Dubai intends regularly to review its investment in the Issuer.  Based on such review, as well as other factors (including, among other things, its evaluation of the Issuer’s business, prospects and financial condition, other opportunities available to it and general market, industry and economic conditions), Borse Dubai may, and reserves the right, subject to

the Ownership Restrictions, including standstill restrictions (as further described in Item 6 below), to acquire additional securities (including Shares) of the Issuer, or sell some or all of its Shares in privately negotiated transactions, registered offerings or otherwise.  Bose Dubai may formulate plans or proposals for, and may from time to time explore, or make proposals relating to, transactions or actions which relate to or would result in any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D, subject to the Ownership Restrictions.  Furthermore, as beneficial owner of the Shares held by the Trust, pursuant to the Nasdaq Stockholders’ Agreement, Borse Dubai is required to instruct the Trust to sell the Shares held by the Trust, if the net amount that would be received on the sale of any Share is equal to or greater than US$51.52, subject to upward adjustment based upon certain reasonable expenses of the Trust and a 6% annual cost of capital, and downward adjustment for any distributions made by the Issuer.

Item 5.

Interest in Securities of the Issuer

(a) and (b)

Reporting
Person

Number of Shares With
Sole Voting and/or Sole
Dispositive Power

Number of Shares With
Shared Voting and/or With
Shared Dispositive Power

Aggregate Number of
Shares Beneficially
Owned

Percentage of Class
Beneficially Owned

Investment Corporation of Dubai

0

42,901,148 with Shared Voting Power

60,561,515 with Shared Dispositive Power

60,561,515 (which includes 42,901,148 held by Borse Dubai and 17,660,367 held by the Trust)

30.3% (which includes 21.5% held by Borse Dubai and 8.8% held by the Trust)

Borse Dubai

0

42,901,148 with Shared Voting Power.

60,561,515 with Shared Dispositive Power

60,561,515 (which includes 17,660,367 held by the Trust)

30.3% (which includes 8.8%  held by the Trust)

Borse Dubai Nasdaq Share Trust

0

17,660,367

17,660,367

8.8%

The percentages used herein are based on the total number of the issued and outstanding Shares.  ICD’s beneficial ownership includes 42,901,148 Shares held by Borse Dubai, a subsidiary of ICD and 17,660,367 Shares held by the Trust, of which Borse Dubai is the sole beneficial owner.  Borse Dubai’s ownership includes 17,660,367 Shares held by the Trust.  Borse Dubai’s total aggregate beneficial ownership reported herein is subject to certain Ownership Restrictions.

(c)           All transactions in the Shares effected during the past 60 days by ICD are set forth in Annex A, attached to this Schedule 13D and incorporated herein by reference.

(d)         The Trust granted to HSBC a first priority security interest in the Shares held by it under a Pledge Agreement, dated as of February 27, 2008, between the Trust and HSBC, as security trustee under the Facilities Agreement (the “Trust Pledge Agreement”), filed as Exhibit 7.6 hereto and incorporated by reference into this item, and Borse Dubai granted a first priority security interest in its beneficial ownership interest in the Trust and the Shares held by the Trust and Borse Dubai, under a Pledge Agreement, dated as of February 27, 2008, between Borse Dubai and HSBC, as security trustee under the Facilities Agreement (the “Borse Dubai Pledge Agreement”), filed as Exhibit 7.7 hereto and incorporated by reference into this Item, (collectively, the “Pledge Agreements”).  As a result of the Pledge Agreements, HSBC, as security trustee under the Facilities Agreement, may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, all the Shares beneficially owned by ICD, in the case of an Acceleration Event (as defined in the Pledge Agreements).  Otherwise, Borse Dubai may direct the receipt of dividends from, or the proceeds from the sale of, the 60,561,515 Shares beneficially owned by it.

(e)        Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The descriptions of the agreements set forth in this Item are summaries only and are qualified in their entirety by reference to the complete executed agreements which are filed as an exhibit hereto and incorporated by reference into this Item.

OMX Transaction Agreement

On November 15, 2007, the Issuer, Borse Dubai and the Bidder entered into the OMX Transaction Agreement regarding the Issuer’s and Borse Dubai’s offers for OMX and Borse Dubai’s investment in the Issuer, filed as Exhibit 7.1 hereto and incorporated by reference into this Item.  The Issuer, Borse Dubai and the Bidder subsequently entered into the Amendment to the OMX Transaction Agreement on February 27, 2008, which is filed as Exhibit 7.2 hereto and incorporated by reference into this Item.

Following the closing of the Offer, Borse Dubai was required to sell, and to cause any of its subsidiaries to sell, to the Issuer all OMX Shares then owned by Borse Dubai and any of its subsidiaries, however acquired.  Concurrently with Borse Dubai’s delivery of OMX Shares, the Issuer paid to Borse Dubai  SEK 11,678,630,352 in cash and delivered 42,901,148 Shares to Borse Dubai.

As additional consideration for the delivery of OMX Shares to the Issuer by Borse Dubai, the Issuer delivered 17,660,367 Shares that were deposited in the Trust for the benefit of Borse Dubai, managed by an independent trustee, Wells Fargo Delaware Trust Company (the “Trustee”).  In total, 60,561,515 Shares were issued to Borse Dubai and the Trust.

The OMX Transaction Agreement contains customary representations, warranties, covenants and indemnities made by the parties to each other.

Nasdaq Stockholders’ Agreement

On February 27, 2008, pursuant to the OMX Transaction Agreement, at the closing of the OMX Transaction Agreement, the Issuer and Borse Dubai entered into the Nasdaq Stockholders’ Agreement, filed as Exhibit 7.3 hereto and incorporated by reference into this Item.  The Nasdaq Stockholders’ Agreement contains the following Ownership Restrictions:

Transfer Restrictions

Under the terms of the Nasdaq Stockholders’ Agreement, Borse Dubai is restricted from transferring any of the Shares acquired in the OMX Transaction for a period of one year from the date of the Nasdaq Stockholders’ Agreement, subject to certain exceptions for transfers to, among others, its affiliates, the Issuer and to and from the Trust under certain circumstances.  Additionally, at no time may Borse Dubai transfer any Shares to a competitor of the Issuer, other than in a change of control of the Issuer, a public offering or sale pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) or in limited circumstances involving not more than 5% of the outstanding Shares.  During the 18 months following the date of the Nasdaq Stockholders’ Agreement, Borse Dubai may participate pro rata in any repurchases by the Issuer of Shares or may contribute Shares to the Trust, in each case in order to maintain its ownership percentage at or below 19.99% on a fully diluted basis.

Trust Matters

For as long as the Trust continues to hold any Shares, Borse Dubai has agreed to use its reasonable best efforts to cause the Trust to dispose of its Shares.  However, Borse Dubai has no obligation to cause the Trust to dispose of any Shares if the net amount that the Trust would receive from the sale of any Share is less than the sum of US$51.52, the agreed-upon floor price, which is equal to the implied price per Share paid by Borse Dubai in the transactions.  This implied share price is subject to upward adjustment based upon certain reasonable expenses of the Trust and a 6% annual cost of capital, and downward adjustment for any distributions made by the Issuer to Borse Dubai.  The parties do not believe that Borse Dubai’s control over the disposition by the Trust of its Shares in accordance with the Nasdaq Stockholders’ Agreement adversely affects the independence of the Trustee of the Trust, since the Trust’s rights with respect to voting its Shares and otherwise to act in relation to the Issuer is set forth in the Trust Agreement and may not be modified by Borse Dubai without the prior written consent of the Issuer.

Board Representation

As long as Borse Dubai continues to hold at least 21,450,574 Shares, Borse Dubai will be entitled to propose for nomination two directors for election to the Issuer’s Board of Directors, and the Issuer will use its reasonable best efforts to ensure that one designee of Borse Dubai will be appointed to the Audit, Executive, Finance, and Management Compensation committees of the Issuer’s Board of Directors and that one designee of Borse Dubai will be appointed to the

Nominating Committee of the Issuer’s Board of Directors, in each case subject to applicable laws, regulations, stock exchange listing standards or committee composition standards.

As long as Borse Dubai continues to hold at least 10,725,287 Shares, Borse Dubai will be entitled to nominate one director for election to the Issuer’s Board of Directors, but will have no right to appoint members of any committees of the Issuer’s Board of Directors.

Standstill Restrictions

Under the terms of the Nasdaq Stockholders’ Agreement, until the earliest to occur (“Standstill Termination Date”) of:

Borse Dubai will be restricted from (i) acquiring in excess of 19.99% of the issued and outstanding Shares on a fully-diluted basis, (ii) soliciting proxies with respect to the Issuer, (iii) proposing or seeking to effect a merger or change of control of the Issuer, (iv) making public statements or otherwise directly or indirectly seeking to control the management or policies of the Issuer or its subsidiaries or seeking additional board representatives or removal of directors, (v) forming a “group” with respect to the Issuer or (vi) otherwise acting in concert with others regarding any of the foregoing.

In addition, if any third party makes a tender or exchange offer that is not recommended against by the Issuer’s Board of Directors, after 10 business days Borse Dubai may tender into that offer.

Preemptive Rights

At any time prior to the Standstill Termination Date, if the Issuer effects an issuance of Shares or any securities exchangeable for, or convertible into, Shares in any capital raising transaction, which we refer to as a preemptive issuance, that would cause Borse Dubai to own less than 19.99% (as may be reduced in certain circumstances) of the issued and outstanding Shares calculated on a fully diluted basis, Borse Dubai will have the right to purchase securities

in such issuance to maintain the same total voting power as Borse Dubai owned immediately prior to such issuance.  Borse Dubai’s purchase rights will not apply to the following issuances:

On February 27, 2008, Borse Dubai and HSBC, as security trustee, entered into the Borse Dubai Pledge Agreement, filed as Exhibit 7.7 hereto and incorporated by reference into this Item, pursuant to which a first priority security interest in the 42,901,148 Shares held by Borse Dubai and Borse Dubai’s beneficial interest in the Trust, among other collateral, has been granted to HSBC in connection with Borse Dubai’s obligations under the Facilities Agreement.

Item 7.

Material to be Filed as Exhibits

Exhibit No.

Description

7.1

OMX Transaction Agreement, dated as of November 15, 2007, among the Issuer, Borse Dubai and the Bidder (incorporated by reference to Annex C to the Proxy Statement on Schedule 14A of The Nasdaq Stock Market, Inc. filed on November 19, 2007 (File No. 000-32651)).

7.2

Amendment to the OMX Transaction Agreement, dated as of February 27, 2008, among the Issuer, Borse Dubai and the Bidder (filed herewith).

7.3

Nasdaq Stockholders’ Agreement, dated as of February 27, 2008, between the Issuer and Borse Dubai (filed herewith).

7.4

Registration Rights Agreement, dated as of February 27, 2008, between the Issuer, Borse Dubai and the Trust (filed herewith).

7.5

Trust Agreement, dated as of February 21, 2008, between the Issuer, Borse Dubai and the Trust (filed herewith).

7.6

Pledge Agreement, dated as of February 27, 2008, between the Trust and HSBC, as security trustee (filed herewith).

7.7

Pledge Agreement, dated as of February 27, 2008, between Borse Dubai and HSBC, as security trustee (filed herewith).

7.8

Facilities Agreement, dated as of August 17, 2007, as amended and restated on September 20, 2007 and as amended on September 24, 2007, November 15, 2007, December 10, 2007 and February 14, 2008, between, amongst others, HSBC as initial mandated lead arranger, agent, security agent, security trustee and initial issuing bank and HSBC and certain other banks and financial institutions as lenders.

Dated: March 7, 2008

INVESTMENT CORPORATION OF DUBAI

By:

/s/ Saad Abdul Razak

Name:   Saad Abdul Razak

Title:   Director

By:

/s/ Saad Abdul Razak

Name:   Saad Abdul Razak

Title:   Director

BORSE DUBAI LIMITED

By:

/s/ Ezza Kazim

Name:   Essa Kazim

Title:   Chairman

By:

/s/ Soud Ahmad Abdulrahman Ba’Alawi

Name:   Soud Ahmad Abdulrahman Ba’Alawi

Title:   Vice Chairman

BORSE DUBAI NASDAQ SHARE TRUST

By:

Borse Dubai Limited, authorized signatory

By:

/s/ Essa Kazim

Name:   Essa Kazim

Title:  Chairman

By:

/s/ Soud Ahmad Abdulrahman Ba’Alawi

Name:   Soud Ahmad Abdulrahman Ba’Alawi

Title:  Vice Chairman

Dated: March 7, 2008

INVESTMENT CORPORATION OF DUBAI

By:

/s/ Saad Abdul Razak

Name:   Saad Abdul Razak

Title:  Director

By:

/s/ Saad Abdul Razak

Name:   Saad Abdul Razak

Title:  Director

BORSE DUBAI LIMITED

By:

/s/ Ezza Kazim

Name:   Essa Kazim

Title:  Chairman

By:

/s/ Soud Ahmad Abdulrahman Ba’Alawi

Name:   Soud Ahmad Abdulrahman Ba’Alawi

Title:  Vice Chairman

BORSE DUBAI NASDAQ SHARE TRUST

By:

Borse Dubai Limited, authorized signatory

By:

/s/ Ezza Kazim

Name:   Essa Kazim

Title:  Chairman

By:

/s/ Soud Ahmad Abdulrahman Ba’Alawi

Name:   Soud Ahmad Abdulrahman Ba’Alawi

Title:  Vice Chairman

PARTY EFFECTING
TRANSACTION

DATE

BUY /
SELL

QUANTITY

AVERAGE PRICE
($)

CONSIDERATION

Borse Dubai

02/27/2008

Buy

60,561,515

N/A

(1)

117,227,931 OMX Shares to the Issuer and SEK 11,678,630,352 paid to Borse Dubai