SecProbe.io

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  Mail Stop 4569
	November 1, 2005

By U.S. Mail and facsimile to (212) 403-2327

Mr. John A. Thain
Chief Executive Officer
New York Stock Exchange, Inc.
11 Wall Street
New York, New York  10005

      Re:      NYSE Group, Inc.
      Amendment Number Two to Registration Statement on Form S-4
      Filed on October 24, 2005
                        File Number 333-126780

Dear Mr. Thain:

      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.

General
1. Please revise throughout the document to disclose the increase
in
the fair market value of Archipelago stock and the potential
impact
on the purchase price of Archipelago and the financial statements
of
the combined entities when the merger transaction is completed.
Provide this disclosure in relevant sections (e.g., sections such
as
Risk Factors, Comparative Historical and Pro Forma Per Membership
and
Per Share Data, etc.) and wherever you disclose the price assigned
to
Archipelago shares to arrive at the preliminary purchase price.
2. Please include your Internet address.  Refer to Item 14(a) of
Form
S-4.

Risk Factors, page 23
The U.S. federal income tax consequences of any permitted dividend
that may..., page 24
3. Please state that counsel has opined on the matters discussed
in
this risk factor.

The NYSE is a party to the pending lawsuits in connection with the
mergers, page 27
4. We note your new disclosure starting on page 119 concerning the
litigation involving the merger of the New York Stock Exchange and
Archipelago.  Please revise to include a summary of this
litigation
and refer the investor to this section.

Legal Proceedings Relating to the Mergers - In re New York Stock
Exchange..., page 119
5. We note on page 122 the list of additional information relevant
to
the allegations.  Please revise to relate this list of additional
information from page 122 to the appropriate allegation on pages
120
to 121 (e.g., "The Mergers-Certain Relationships and Related Party
Transactions-Relationships with Lazard" to "the Original S-4 and
First Amended S-4 do not disclose that Wachtell Lipton, counsel to
the NYSE, was representing Lazard...").

Summary Disclosures About Contractual Obligations..., page 237
6. Please confirm your compliance with disclosure requirements of
off-balance sheet arrangements. Refer to Release Number 33-8182
and
Item 303 of Regulation S-K.

      As appropriate, please amend your registration statement in
response to these comments.  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 filing to be certain that the
filing includes all information required under the Securities Act
of
1933 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

??should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

??the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

??the company may not assert staff comments and the declaration of
effectiveness 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      You may contact Isa Farhat at (202) 551-3485 or Donald
Walker
at (202) 551-3490 if you have questions regarding comments on the
financial statements and related matters.  Please contact Timothy
Geishecker at (202) 551-3422 or me at (202) 551-3491 with any
other
questions.

Sincerely,

Todd K. Schiffman

Assistant Director

cc:	David C. Karp, Esq.				John Evangelakos, Esq.
      Wachtell, Lipton, Rosen & Katz		Sullivan & Cromwell
LLP
	51 West 52nd Street				125 Broad Street
            New York, New York  10019			New York, New
York
10004

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