SecProbe.io

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Mail Stop 0308
      June 17, 2005

Nelson A. Bangs, Esq.
Senior Vice President and General Counsel
The Neiman Marcus Group, Inc.
One Marcus Square
1618 Main Street
Dallas, TX 75201

      Re:	The Neiman Marcus Group, Inc.
		Preliminary Proxy Statement on Schedule 14A
		Filed May 20, 2005
      File No. 1-09659

Dear Mr. Bangs:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Summary, page 3
1. Please include additional information clearly describing the
effects of the merger on unaffiliated shareholders.  For example,
you
may state that upon completion of the merger, you will no longer
be a
public company, and that your unaffiliated shareholders will cease
to
have any ownership interest in you and will cease to participate
in
any of your future earnings and growth.
2. In the sub-section Board`s Recommendation, please clarify
whether
the interested individuals participated in the board`s
deliberations
regarding the merger.
3. In the sub-section Conditions to Closing on page 9, and
throughout
the document, identify which conditions to completion of the
merger
may be waived and which of those waivable conditions you may
consider
waiving.  Please note that we generally believe that
resolicitation
is required when companies waive material conditions to a merger.
If
you do not intend to re-solicit proxies in the event of waiver of
material conditions, disclose the associated risks.

The Merger, page 18
Background of the Merger, page 18
4. Please revise the discussion to clarify whether, when, and the
extent to which the structure and financial terms of the merger
changed during the course of the negotiation process.
5. Please clarify, if accurate, that your directors and executive
officers who have interests in the merger that are different from,
or
in addition to, the interests of your unaffiliated stockholders,
have
actively participated in the negotiations related to the merger
agreement.
6. It appears that the other two bidding groups that lost to
TPG/Warburg Pincus were involved in an advanced stage of the
negotiations to acquire you.  Please disclose the final bid price
per
share that each of them offered.
7. Please describe the proposed terms of the credit card
transaction
during this time period.
8. Please disclose whether, and the extent to which, the board
made
any specific inquiries into the matters supporting the analysis
and
opinion of JPMorgan when the opinion was delivered.  If any
inquiries
were made, describe the matters that were raised and how the
matters
were resolved.

Reasons for the Merger, page 26

9. We note that the board of directors may have considered factors
other than those that are discussed in the proxy materials.
Please
revise to disclose that you have disclosed all material factors
considered, including all material negative factors.

Opinion of JPMorgan, page 29
10. Please provide us with a copy of the board books and any other
materials distributed by JP Morgan to assist the board in
evaluating
the transaction.

11. Please provide us with copies of any material non-public
information exchanged between the parties in the merger
negotiations
that were not filed with the registration statement, including all
analysts` reports, financial forecasts, and projections used by
you
and your financial advisor.  In addition, to the extent that you
have
not disclosed any such information in the document, provide us the
basis for your conclusion that the non-public information is not
material and therefore need not be disclosed.

12. Please describe any material relationship that existed between
you and JPMorgan during the two years preceding the time when you
retained that firm as your financial advisor.  Also, disclose any
compensation received or to be received as a result of the past
relationship between you and your affiliates on the one hand and
JPMorgan or its affiliates on the other.
13. Please disclose in bulleted form the specific assumptions
JPMorgan made with respect to industry performance, general
business,
economic, and market conditions, and other matters, in performing
its
analyses of the fairness of the  transaction.
14. Please clarify whether there were any specific factors that
did
not support the fairness opinion obtained from JPMorgan.  If
JPMorgan
performed any additional analyses that did not support the
fairness
opinion, revise to disclose this information and to describe the
analyses and conclusions.
15. Where you discuss the different selected ranges of multiples
used
by your financial advisor, as on pages 31, 33, and 34, please
clarify
how those multiples were calculated and disclose the significance
of
the multiples.

Financing, page 35
16. We note your statement that Newton Acquisition, Inc. has
obtained
equity and debt financing "commitments" for the transactions
contemplated by the merger agreement.  Please state clearly
whether
the financing required by your purchasers to fund the merger
transaction is "assured."  If the financing is not assured, please
tell us whether you have contemplated including the information
required by paragraph (c)(1) of Item 14 for the acquiring entities
in
the proxy statement.  Please refer to Instruction 2(a) to Item 14.

Interests of the Company`s Directors and Executive Officers in the
Merger, page 39
17. Please clarify that certain members of management and the
board
of directors have interests that will present them with actual or
potential conflicts of interest.
18. Please ensure that you provide a complete disclosure,
including
specific payment amounts, of all plan and non-plan compensation
awarded to, earned by, or paid to the executive officers and
directors of the surviving company, from all sources and for all
services rendered in all capacities.  Please note that this
disclosure should include the types and dollar values of all
perquisites paid to those individuals.  Finally, provide the
aggregate dollar value of consideration each of your directors and
officers would receive as a result of the merger.
Retention/Severance Agreements, page 41
19. Please identify the non-executive officers who have change of
control termination protection agreements with you.

The Merger Agreement, page 48
20. We refer to your disclosure in the first paragraph on page 48.
Your qualification by reference to the merger agreement is
inappropriate.  Please revise.
21. We note your statement that "[the merger agreement] is not
intended to provide any other factual information about the
Company.
Such can be found elsewhere in this proxy statement in the other
public filings that the Company makes with the SEC."  Please
revise
to remove any potential implication that the referenced merger
agreement does not constitute public disclosure under the federal
securities laws.
22. We note your statement that "representations and warranties
were
made solely for the purposes of contract."  Please revise to
remove
any potential implication that the referenced merger agreement
does
not constitute public disclosure under the federal securities
laws.
23. Please note that disclosure regarding an agreement`s
representations and warranties in a proxy statement constitutes a
disclosure to investors.  You are responsible for the accuracy of
any
disclosure in the public filings.  Please be advised that,
notwithstanding the inclusion of a general disclaimer, you are
responsible for considering whether additional specific
disclosures
of material information regarding material contractual provisions
are
required to make the statements included in the proxy
statement/prospectus not misleading.  Therefore, please delete the
statements that readers "should not rely on the representations
and
warranties as statements of factual information" from the third
paragraph on page 48.  In the alternative, include disclosure
acknowledging that, if specific material facts exist that
contradict
the representations or warranties in the merger agreement, you
have
provided corrective disclosure.

Effective Time; The Marketing Period, page 48
24. Please explain clearly the function of the "marketing period."
If this period enables the acquiring group to seek additional debt
financing commitments, please clarify to that effect.  In
addition,
clarify that the marketing period may, under certain
circumstances,
extend until the time when you file your annual report for the
current fiscal year.  Please discuss the implications of this
potential delay in closing the transaction.

Conditions to the Merger, page 60
25. Please clarify which conditions have been satisfied and update
the status of others, as appropriate.
26. Please discuss whether there is any material uncertainty as to
any of the conditions to the completion of the merger.

Appraisal Rights, page 72
27. Please delete the statement that the discussion of the
provisions
of the Delaware General Corporation Law is "not a complete
statement"
of all the applicable requirements for shareholders to demand and
perfect their appraisal rights, and provide a complete summary of
the
material aspects of those rights.

Where You Can Find Additional Information, page 75
28. Please update documents incorporated by reference to include
Form
10-K/A and Forms 10-Q/A filed on May 31, 2005 and Forms 8-K filed
after May 4, 2005.

* * * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      You may contact William Thompson, Staff Accountant, at (202)
551-3344 or Nilima Shah, Accounting Branch Chief, at (202) 551-
3255,
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Pradip Bhaumik, Attorney-
Advisor, at (202) 551-3333 or Ellie Quarles, Special Counsel, at
(202) 551-3238, or me at (202) 551-3720 with any other questions.

Sincerely,

H. Christopher Owings
      Assistant Director

cc:	John Finley, Esq.
	Simpson Thacher & Bartlett LLP
	Fax: (212) 455-2502

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Nelson A. Bangs, Esq.
The Neiman Marcus Group, Inc.
June 17, 2005
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