SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMITH LEE M

(Last)

(First)

(Middle)

1740 BROADWAY

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MONY GROUP INC [ MNY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/08/2004		D		4,837⁽¹⁾⁽²⁾	D	$31	0.00	D
Common Stock	07/08/2004		D		4,289⁽¹⁾⁽³⁾	D	$31	0.00	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$30.5	07/08/2004		D			8,000	⁽⁴⁾	11/17/2009	Common Stock	8,000	$0	0.00	D
Stock Option (Right to Buy)	$21.1	07/08/2004		D			4,000	⁽⁵⁾	03/18/2013	Common Stock	4,000	$0	0.00	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger among Issuer, AXA Financial, Inc. and AIMA Acquisition Co. for a price of $31 per share. In addition, in connection with the consummation of the merger and pursuant to the Agreement and Plan of Merger, a cash dividend of $0.34755 per share will be paid by the Issuer.

2. Includes 1,989 shares attributable to contributions made under the Excess Benefits Plan for Employees of MONY Life Insurance Company. Interests in this plan are denominated in units. Consequently, this attributed amount of shares reflects an estimate by the plan administrator as of a recent date.

3. These shares are attributable to contributions made to The Investment Plan Supplement for Employees and Field Underwriters of MONY Life Insurance Company, the company's 401 (k) plan. Interests in this plan are denominated in units. Consequently, the attributed amount of shares reflects an estimate by the plan administrator as of a recent date.

4. This option, which provided for vesting in three approximately equal installments beginning November 17, 2000, was cancelled in the merger in exchange for a cash payment of $4,000 representing the difference between the excercise price (per share) of the option and $31.00. This amount is required to be paid following the effective date of the merger, July 8, 2004.

5. This option, which provided for vesting in two approximately equal installments beginning March 19, 2004, was cancelled in the merger in exchange for a cash payment of $39,600 representing the difference between the excercise price (per share) of the option and $31.00. This amount is required to be paid following the effective date of the merger, July 8, 2004.

Remarks:

	By: John R. McFeely, by Power of Attorney	07/08/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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