Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  MCNULTY JAMES J
2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2006
3. Issuer Name and Ticker or Trading Symbol
NYSE Group, Inc. [NYX]
(Last)
(First)
(Middle)
C/O NYSE GROUP, INC., 11 WALL STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10005
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock par value $0.01 per share 5,000 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Untis (2)   (3)   (3) Common Stock par value $0.01 per share 12,370 (4) $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCNULTY JAMES J
C/O NYSE GROUP, INC.
11 WALL STREET
NEW YORK, NY 10005
  X      

Signatures

/s/ James J. McNulty 03/07/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 New York Stock Exchange, Inc. and Archipelago Holdings, Inc. On March 7, 2006, the effective date of the merger, the closing price of the common stock of Archipelago Holdings, Inc. was $64.25 per share. The NYSE Group, Inc. common stock will commence trading on March 8, 2006, the day following the effective date of the merger.
(2) Each restricted stock unit represents a right to receive one share of the Company's Common Stock (or cash equal to the fair market value thereof) upon the director's resignation or other termination of service from the Company's board of directors.
(3) These restricted stock units are fully vested with the underlying shares (or cash equal to the fair market value thereof) to be delivered upon Mr. McNulty's resignation or other termination from the Company's board of directors.
(4) Received in exchange for an equivalent number of RSUs for which Archipelago Holdings, Inc. common stock was the underlying security.

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