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

OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person *   Freeman William M 2. Date of Event Requiring Statement (Month/Day/Year) 07/03/2006 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) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP and Acting General Counsel 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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 Units (1)	  (2)	  (2)	Common Stock Par Value $0.01 per share	6,796	$ (3)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Freeman William M C/O NYSE GROUP, INC. 11 WALL STREET NEW YORK, NY 10005	Â	Â	  SVP and Acting General Counsel	Â

Signatures

Annemarie Tierney under POA of William M. Freeman		07/12/2006
**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)	Restricted Stock Units (RSUs) awarded on 3/8/2006 under the 2006 Stock Incentive Plan.
(2)	3398 of the RSUs are fully vested upon the date of grant and the remaining 3398 RSUs will vest in two equal installments on the first and second anniversaries of the date of grant, subject to the Reporting Person's continued employment with the Issuer. These RSUs are service-based. Generally, unvested units will be cancelled upon the Reporting Person's resignation from or other termination of employment with the Issuer.
(3)	Each RSU represents the right to receive one share of the issuer's Common Stock on the third anniversary of the date of grant.
  Remarks: Appointed Acting General Counsel by the Issuer's CEO effective July 3, 2006.  Appointment is subject to Board approval.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.