UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                                NYSE Group, Inc.
                                (Name of Issuer)

                    Common Shares, par value $0.01 per share
                         (Title of Class of Securities)

                                    62949W103
                                 (CUSIP Number)

                                December 31, 2006
                      (Date of Event which Requires Filing
                               of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

                                [ ] Rule 13d-1(b)
                                [X] Rule 13d-1(c)
                                [ ] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                          Continued on following pages
                               Page 1 of 10 Pages
                              Exhibit Index: Page 9







CUSIP No. 62949W103                                           Page 2 of 10 Pages


1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  Atticus Capital LP

2        Check the Appropriate Box If a Member of a Group (See Instructions)
                                                a.       [   ]
                                                b.       [   ]

3        SEC Use Only

4        Citizenship or Place of Organization

                  Delaware

                            5             Sole Voting Power
 Number of                                       10,102,554
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                       0
   Each
 Reporting                  7             Sole Dispositive Power
  Person                                         10,102,554
   With
                            8             Shared Dispositive Power
                                                 0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    10,102,554

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [   ]

11       Percent of Class Represented By Amount in Row (9)

                                    6.47%

12       Type of Reporting Person (See Instructions)

                                    PN




CUSIP No. 62949W103                                           Page 3 of 10 Pages


1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  Atticus Management LLC

2        Check the Appropriate Box If a Member of a Group (See Instructions)
                                                a.       [   ]
                                                b.       [   ]

3        SEC Use Only

4        Citizenship or Place of Organization

                  Delaware

                            5             Sole Voting Power
 Number of                                       10,102,554
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                       0
   Each
 Reporting                  7             Sole Dispositive Power
  Person                                         10,102,554
   With
                            8             Shared Dispositive Power
                                                 0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    10,102,554

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [   ]

11       Percent of Class Represented By Amount in Row (9)

                                    6.47%

12       Type of Reporting Person (See Instructions)

                                    OO




CUSIP No. 62949W103                                           Page 4 of 10 Pages


1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  Timothy R. Barakett

2        Check the Appropriate Box If a Member of a Group (See Instructions)
                                                     a.       [   ]
                                                     b.       [   ]

3        SEC Use Only

4        Citizenship or Place of Organization

                  Canada

                            5             Sole Voting Power
 Number of                                       10,102,554
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                       0
   Each
 Reporting                  7             Sole Dispositive Power
  Person                                         10,102,554
   With
                            8             Shared Dispositive Power
                                                 0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    10,102,554

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [   ]

11       Percent of Class Represented By Amount in Row (9)

                                    6.47%

12       Type of Reporting Person (See Instructions)

                                    HC








CUSIP No. 62949W103                                           Page 5 of 10 Pages


Item 1(a)   Name of Issuer:

            NYSE Group, Inc. (the "Issuer").

Item 1(b)   Address of the Issuer's Principal Executive Offices:

            11 Wall Street, 6th floor
            New York, NY 10005

Item 2(a)   Name of Person Filing:

            This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):

            i)   Atticus Capital LP ("Atticus Capital");

            ii)  Atticus Management LLC ("Atticus Management"); and

            iii) Timothy R. Barakett ("Mr. Barakett").

Item 2(b)   Address of Principal Business Office or, if None, Residence:

            The address of the principal business office of the Reporting
Persons is 152 West 57th Street, 45th Floor, New York, NY 10019.

Item 2(c)   Citizenship:

            1)   Atticus Capital is a Delaware limited partnership;

            2)   Atticus Management is a Delaware limited liability company; and

            3)   Mr. Barakett is a citizen of Canada.

Item 2(d)   Title of Class of Securities:

            Common Stock, par value $0.01 per share (the "Shares").

Item 2(e)   CUSIP Number:

            62949W103

Item 3.     If this  statement is filed  pursuant to Rule  13d-1(b), or 13d-2(b)
            or (c),  check  whether the person filing is a:

            This Item 3 is not applicable.




CUSIP No. 62949W103                                           Page 6 of 10 Pages


Item 4.     Ownership:

Item 4(a)   Amount Beneficially Owned:

            As of the Date of Event, each of the Reporting Persons may be deemed
to be the beneficial owner of 10,102,554 Shares.

Item 4(b)   Percent of Class:

            As of  November  17,  2006,  the  number of Shares  outstanding  was
156,233,316  according to the  Issuer's  Proxy  Statement  filed on November 29,
2006. Each of the Reporting  Persons may be deemed to be the beneficial owner of
approximately 6.47% of the total number of Shares outstanding.

Item 4(c)   Number of shares as to which such person has:




            Atticus Capital
            ---------------
                                                                             

            (i)   Sole power to vote or direct the vote                        10,102,554

            (ii)  Shared power to vote or to direct the vote                            0

            (iii) Sole power to dispose or to direct the disposition of        10,102,554

            (iv)  Shared power to dispose or to direct the disposition of               0

            Atticus Management
            ------------------

            (i)   Sole power to vote or direct the vote                        10,102,554

            (ii)  Shared power to vote or to direct the vote                            0

            (iii) Sole power to dispose or to direct the disposition of        10,102,554

            (iv)  Shared power to dispose or to direct the disposition of               0

            Mr. Barakett
            ------------

            (i)   Sole power to vote or direct the vote                        10,102,554

            (ii)  Shared power to vote or to direct the vote                            0

            (iii) Sole power to dispose or to direct the disposition of        10,102,554

            (iv)  Shared power to dispose or to direct the disposition of               0



Item 5.     Ownership of Five Percent or Less of a Class:

            This Item 5 is not applicable.

Item 6.     Ownership of More than Five Percent on Behalf of Another Person:

            This Item 6 is not applicable.



CUSIP No. 62949W103                                           Page 7 of 10 Pages



Item 7.     Identification and Classification of the Subsidiary Which Acquired
            the Security Being Reported on by the Parent Holding Company or
            Control Person:

            This Item 7 is not applicable.

Item 8.     Identification and Classification of Members of the Group:

            This Item 8 is not applicable.

Item 9.     Notice of Dissolution of Group:

            This Item 9 is not applicable.

Item 10.    Certification:

            By signing below each of the Reporting  Persons  certifies  that, to
the best of such person's knowledge and belief, the securities referred to above
were not  acquired  and are not held for the  purpose  of or with the  effect of
changing or influencing the control of the issuer of the securities and were not
acquired  and  are not  held  in  connection  with  or as a  participant  in any
transaction having such purpose or effect.



CUSIP No. 62949W103                                           Page 8 of 10 Pages



                                   SIGNATURES


            After reasonable inquiry and to the best of my knowledge and belief,
the  undersigned  certifies that the  information set forth in this statement is
true, complete and correct.


Date:   February  14, 2007                ATTICUS CAPITAL LP

                                          By:   Atticus Management LLC,
                                                its general partner


                                                By: /s/ John F. Brown*
                                                    ----------------------------
                                                    Name:   Timothy R. Barakett
                                                    Title:  Managing Member

Date:   February  14, 2007                ATTICUS MANAGEMENT LLC

                                          By:    /s/ John F. Brown*
                                                --------------------------------
                                                Name:   Timothy R. Barakett
                                                Title:  Managing Member

Date:   February  14, 2007                TIMOTHY R. BARAKETT

                                          /s/ John F. Brown*
                                          --------------------------------------



*By John F. Brown, attorney-in-fact





CUSIP No. 62949W103                                           Page 9 of 10 Pages




                                  EXHIBIT INDEX

                                                                        Page No.


A.   Power of Attorney, dated January 18, 2007..........................   10




CUSIP No. 62949W103                                          Page 10 of 10 Pages



                                    EXHIBIT A

                                POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE  PRESENTS,  that I,  TIMOTHY R.  BARAKETT,
hereby make,  constitute  and appoint each of JOHN F. BROWN,  DENNIS BERTRON and
CHARLES FORTIN,  acting  individually,  as my agent and attorney-in-fact for the
purpose  of  executing  in my name,  (a) in my  personal  capacity  or (b) in my
capacity  as  chief  executive  officer  of,  managing  member  of or  in  other
capacities with Atticus Capital LP or its general  partner,  Atticus  Management
LLC (f/k/a Atticus Capital, L.L.C.) (collectively, "Atticus"), and each of their
affiliates,  including Atticus UK LLP and Atticus UK Services Ltd., and entities
advised by me or Atticus, all documents, certificates,  instruments, statements,
filings  and  agreements  ("documents")  to be filed  with or  delivered  to any
foreign or domestic  governmental or regulatory body or required or requested by
any other  person  or entity  pursuant  to any legal or  regulatory  requirement
relating to the acquisition, ownership, management or disposition of securities,
futures  contracts or other  investments,  and any other  documents  relating or
ancillary  thereto,  including  without  limitation  all  documents  relating to
filings with the  Commodities  Futures Trading  Commission and National  Futures
Association,  the United States  Securities and Exchange  Commission (the "SEC")
pursuant to the Securities  Act of 1933 or the  Securities  Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder,  including all
documents  relating to the  beneficial  ownership of  securities  required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act. All past acts of the  attorneys-in-fact in furtherance
of the foregoing are hereby ratified and confirmed.

            THIS POWER OF ATTORNEY  shall  remain in full force and effect until
either revoked in writing by the undersigned or until such time as the person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of, or otherwise  associated  with,  Atticus or one of its  affiliates.
Execution of this power of attorney revokes that certain Power of Attorney dated
as of March 21, 2006 with respect to  substantially  the same matters  addressed
above.

            IN  WITNESS  WHEREOF,  the  undersigned  has duly  subscribed  these
presents as of January 18, 2007.

                                              /s/ Timothy R. Barakett
                                              ----------------------------------
                                              Timothy R. Barakett