Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Chai Nelson
   2. Issuer Name and Ticker or Trading Symbol
NYSE Group, Inc. [NYX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec. VP and CFO
(Last)
(First)
(Middle)
C/O NYSE GROUP, INC., 11 WALL STREET		 3. Date of Earliest Transaction (Month/Day/Year)
04/27/2006
(Street)

NEW YORK, NY 10005		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 03/07/2006   A   32,035 (1) A (1) 32,035 D  
Common Stock, par value $0.01 per share 04/27/2006   M   22,222 A $ 4.91 54,257 D  
Common Stock, par value $0.01 per share 04/27/2006   F   10,550 D $ 68.95 43,707 D  
Common Stock, par value $0.01 per share 04/27/2006   M   22,222 A $ 6.26 65,929 D  
Common Stock, par value $0.01 per share 04/27/2006   F   10,797 D $ 68.95 55,132 D  
Common Stock, par value $0.01 per share 04/27/2006   M   48,847 A $ 11.5 103,979 D  
Common Stock, par value $0.01 per share 04/27/2006   F   25,831 D $ 68.95 78,148 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy) $ 20.25 03/07/2006   A   72,222 (2)     (2) 08/22/2010 Common Stock, par value $0.01 per share 72,222 $ 0 72,222 D  
Employee Stock Options (right to buy) $ 4.91 03/07/2006   A   22,222 (2)     (2) 08/11/2013 Common Stock, par value $0.01 per share 22,222 $ 0 22,222 D  
Employee Stock Options (right to buy) $ 6.26 03/07/2006   A   22,222 (2)     (2) 08/11/2013 Common Stock, par value $0.01 per share 22,222 $ 0 22,222 D  
Employee Stock Options (right to buy) $ 13.41 03/07/2006   A   77,778 (3)     (3) 11/18/2013 Common Stock, par value $0.01 per share 77,778 $ 0 77,778 D  
Employee Stock Options (right to buy) $ 11.5 03/07/2006   A   70,000 (4)     (4) 08/11/2014 Common Stock, par value $0.01 per share 70,000 $ 0 70,000 D  
Employee Stock Options (right to buy) $ 19.3 03/07/2006   A   25,648 (5)     (5) 03/16/2015 Common Stock, par value $0.01 per share 25,648 $ 0 25,648 D  
Employee Stock Options (right to buy) $ 4.91 04/27/2006   M     22,222   (2) 08/11/2013 Common Stock, par value $0.01 per share 22,222 $ 0 0 D  
Employee Stock Options (right to buy) $ 6.26 04/27/2006   M     22,222   (2) 08/11/2013 Common Stock, par value $0.01 per share 22,222 $ 0 0 D  
Employee Stock Options (right to buy) $ 11.5 04/27/2006   M     48,847   (4) 08/11/2014 Common Stock, par value $0.01 per share 48,847 $ 0 21,153 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Chai Nelson
C/O NYSE GROUP, INC.
11 WALL STREET
NEW YORK, NY 10005		       Exec. VP and CFO  

Signatures

 Cornelius M. Courtney under POA dated 3/7/2006   05/01/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Received in exchange for an equal number of shares of common stock of Archipelago Holdings, Inc. in connection with the merger of the New York Stock Exchange, Inc. and Archipelago Holdings, Inc. On the effective date of the merger, the closing price of the common stock of Archipelago Holdings, Inc. was $64.25 per share. Reported on Form 3 dated March 7, 2006.
(2) Received in exchange for an equivalent option award to acquire an equal number of shares of Archipelago Holdings, Inc. at the same exercise price. These options are currently exercisable. Reported on Form 3 dated March 7, 2006.
(3) Received in exchange for an equivalent option award to acquire an equal number of shares of Archipelago Holdings, Inc. at the same exercise price, of which 68,056 are exercisable, and 9,722 are scheduled to become exercisable in four equal annual installments over a four year period from November 19, 2003, the date of grant of the predecessor options. Reported on Form 3 dated March 7, 2006.
(4) Received in exchange for an equivalent option award to acquire an equal number of shares of Archipelago Holdings, Inc. at the same exercise price, of which 56,875 are exercisable, and 13,125 are scheduled to become exercisable in four equal annual installments over a four year period from August 12, 2004, the date of grant of the predecessor options. Reported on Form 3 dated March 7, 2006.
(5) Received in exchange for an equivalent option award to acquire an equal number of shares of Archipelago Holdings, Inc. at the same exercise price, of which 19,236 are exercisable, and 6,412 are scheduled to become exercisable in four equal annual installments over a four year period from March 17, 2005, the date of grant of the predecessor options. Reported on Form 3 dated March 7, 2006.

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