SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments

Thereto Filed Pursuant to Rule 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

The Neiman Marcus Group, Inc.

(Name of Issuer)

Class B Common Stock, $0.01 par value

(Title of Class of Securities)

640204 30 1

(CUSIP Number)

Richard A. Smith

C/o Smith Management Company Trust

1280 Boylston Street

Chestnut Hill, Massachusetts 02467

(617) 278-5200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 1, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 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).

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 2 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Richard A. Smith
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 244,206   8    SHARED VOTING POWER                 2,916,886   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 3,161,092

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             3,161,092
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             16.3%
14	TYPE OF REPORTING PERSON*             IN

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 3 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Nancy L. Marks
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 717,880   8    SHARED VOTING POWER                 2,235,729   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 2,953,609

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             2,953,609
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             15.2%
14	TYPE OF REPORTING PERSON*             IN

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 4 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Susan F. Smith
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 448,558   8    SHARED VOTING POWER                 165,189   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 613,747

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             613,747
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             3.2%
14	TYPE OF REPORTING PERSON*             IN

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 5 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Amy Smith Berylson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 174,418   8    SHARED VOTING POWER                 208,696   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 383,114

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             383,114
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             2.0%
14	TYPE OF REPORTING PERSON*             IN

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 6 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Robert A. Smith
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 144,463   8    SHARED VOTING POWER                 223,714   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 368,177

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             368,177
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             1.9%
14	TYPE OF REPORTING PERSON*             IN

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 7 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Debra Smith Knez
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 156,056   8    SHARED VOTING POWER                 187,889   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 343,945

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             343,945
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             1.8%
14	TYPE OF REPORTING PERSON*             IN

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 8 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Jeffrey R. Lurie
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 164,683   8    SHARED VOTING POWER                 34,205   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 198,888

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             198,888
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             1.0%
14	TYPE OF REPORTING PERSON*             IN

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 9 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Cathy J. Lurie
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 13,039   8    SHARED VOTING POWER                 406,395   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 419,434

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             419,434
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             2.2%
14	TYPE OF REPORTING PERSON*             IN

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 10 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             John G. Berylson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 96   8    SHARED VOTING POWER                 210,971   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 211,067

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             211,067
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             1.1%
14	TYPE OF REPORTING PERSON*             IN

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 11 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Dana A. Weiss (aka Dana Weiss Smith)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 0   8    SHARED VOTING POWER                 169,849   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 169,849

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             169,849
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             0.9%
14	TYPE OF REPORTING PERSON*             IN

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 12 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Brian J. Knez
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 5,287   8    SHARED VOTING POWER                 131,597   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 136,884

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             136,884
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             0.7%
14	TYPE OF REPORTING PERSON*             IN

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 13 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Jennifer L. Berylson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 6,685   8    SHARED VOTING POWER                 15,500   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 22,185

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             22,185
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             0.1%
14	TYPE OF REPORTING PERSON*             IN

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 14 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Mark D. Balk
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 0   8    SHARED VOTING POWER                 1,052,663   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 1,052,663

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             1,052,663
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             5.4%
14	TYPE OF REPORTING PERSON*             IN

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 15 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Darline M. Lewis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 0   8    SHARED VOTING POWER                 192,832   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 192,832

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             192,832
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             1.0%
14	TYPE OF REPORTING PERSON*             IN

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 16 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Smith Management Company Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 0   8    SHARED VOTING POWER                 189,770   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 189,770

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             189,770
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             1.0%
14	TYPE OF REPORTING PERSON*             OO

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 17 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Marian Realty Company Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 0   8    SHARED VOTING POWER                 86,991   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 86,991

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             86,991
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             0.4%
14	TYPE OF REPORTING PERSON*             OO

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 18 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Richard and Susan Smith Family Foundation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 0   8    SHARED VOTING POWER                 4,000   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 4,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             4,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             LESS THAN 0.1%
14	TYPE OF REPORTING PERSON*             OO

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 19 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Richard and Susan Smith 1990 Charitable Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 0   8    SHARED VOTING POWER                 6,500   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 6,500

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             6,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             LESS THAN 0.1%
14	TYPE OF REPORTING PERSON*             OO

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 20 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Nancy Lurie Marks Family Foundation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 0   8    SHARED VOTING POWER                 31,000   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 31,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             31,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             0.2%
14	TYPE OF REPORTING PERSON*             OO

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 21 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             C.J.L. Charitable Foundation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 0   8    SHARED VOTING POWER                 7,809   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 7,809

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             7,809
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             LESS THAN 0.1%
14	TYPE OF REPORTING PERSON*             OO

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 22 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Amy Smith and John G. Berylson Charitable Foundation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 0   8    SHARED VOTING POWER                 15,500   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 15,500

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             15,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             LESS THAN 0.1%
14	TYPE OF REPORTING PERSON*             OO

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 23 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Robert and Dana Smith Charitable Foundation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 0   8    SHARED VOTING POWER                 31,000   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 31,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             31,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             0.2%
14	TYPE OF REPORTING PERSON*             OO

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 24 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             A-D-R Charitable Foundation and Trust U/D/T dated 11/1/68
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 0   8    SHARED VOTING POWER                 10,388   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 10,388

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             10,388
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             LESS THAN 0.1%
14	TYPE OF REPORTING PERSON*             OO

SCHEDULE 13D

CUSIP No. 640204 30 1 Page 25 of 34

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Knez Family Charitable Foundation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCES OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 0   8    SHARED VOTING POWER                 31,000   9    SOLE DISPOSITIVE POWER                 0 10    SHARED DISPOSITIVE POWER                 31,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             31,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             0.2%
14	TYPE OF REPORTING PERSON*             OO

This Statement on Schedule 13D, as amended by this Amendment No. 1 (this “Statement”), amends and supplements the Statement on Schedule 13D dated October 22, 1999.

Item 1. Security and Issuer.

The class of equity securities to which this Statement relates is the Class B Common Stock, par value $.01 per share (the “Class B Common Stock”), of The Neiman Marcus Group, Inc. (the “Company”), a Delaware corporation. The principal executive offices of the Company are located at One Marcus Square, 1618 Main Street, Dallas, Texas 75201.

Item 2. Identity and Background.

This Statement is filed by a group consisting of: Richard A. Smith and his wife, Susan F. Smith; Nancy L. Marks (the sister of Richard A. Smith); the children of Richard A. Smith and Susan F. Smith, namely Amy Smith Berylson, Robert A. Smith and Debra Smith Knez and their spouses, John G. Berylson, Dana A. Weiss and Brian J. Knez; one of the children of Amy Smith Berylson and John G. Berylson, namely Jennifer L. Berylson; two of the children of Nancy L. Marks, namely Cathy J. Lurie and Jeffrey R. Lurie; Mark D. Balk and Darline M. Lewis, who are family attorneys and trustees of family trusts and foundations; two family business trusts, Smith Management Company Trust and Marian Realty Company Trust; and eight family charitable trusts, Richard and Susan Smith Family Foundation, Richard and Susan Smith 1990 Charitable Trust, Nancy Lurie Marks Family Foundation, C.J.L. Charitable Foundation, Amy Smith and John G. Berylson Charitable Foundation, Robert and Dana Smith Charitable Foundation, Knez Family Charitable Foundation and A-D-R Charitable Foundation and Trust U/D/T dated 11/1/68 (collectively the “Smith Family Group”).

Richard A. Smith’s business address is c/o Smith Management Company Trust, 1280 Boylston Street, Chestnut Hill, Massachusetts 02467. Mr. Smith is Chairman of the Board of Directors of the Company. The address for Susan F. Smith, Nancy L. Marks, Amy Smith Berylson, John G. Berylson, Robert A. Smith, Dana A. Weiss, Debra Smith Knez, Brian J. Knez, Cathy J. Lurie and Jeffrey R. Lurie is c/o Richard A. Smith, Smith Management Company Trust, 1280 Boylston Street, Chestnut Hill, Massachusetts 02467. Robert A. Smith is Vice Chairman of the Company and is Managing Partner of Castanea Partners, Inc. Brian J. Knez is Vice Chairman of the Company and is Managing Partner of Castanea Partners, Inc. Jeffrey R. Lurie is the Chairman and Chief Executive Officer of Philadelphia Eagles, Inc., the General Partner of Philadelphia Eagles Limited Partnership, a National Football League franchise. John G. Berylson is Chairman and Chief Executive Officer of Chestnut Hill Ventures LLC, which manages a pool of investment assets. Mark D. Balk and Darline M. Lewis are attorneys with the firm of Goulston & Storrs. Their address is c/o Goulston & Storrs, 400 Atlantic Avenue, Boston, Massachusetts 02110.

Smith Management Company Trust is a Massachusetts Business Trust whose principal assets are securities of the Company and other investment assets. Its principal business and office address is 1280 Boylston Street, Chestnut Hill, Massachusetts 02467. Marian Realty Company Trust is a Massachusetts Business Trust whose principal assets are securities of the Company and other investment assets. Its principal business and office address is c/o Smith Management Company Trust, 1280 Boylston Street, Chestnut Hill, Massachusetts 02467.

Richard and Susan Smith Family Foundation is a charitable trust formed under the laws of the Commonwealth of Massachusetts whose principal assets are securities of the Company and other investment assets. Its principal business and office address is c/o Smith Management Company Trust, 1280 Boylston Street, Chestnut Hill, Massachusetts 02467. Richard and Susan Smith 1990 Charitable Trust is a charitable trust formed under the laws of the Commonwealth of Massachusetts whose principal assets are securities of the Company and other investment assets. Its principal business and office address is c/o Smith Management Company Trust, 1280 Boylston Street, Chestnut Hill, Massachusetts 02467. Nancy Lurie Marks Family Foundation is a charitable trust formed under the laws of the Commonwealth of Massachusetts whose principal assets are securities of the Company and other investment assets. Its principal business and office address is 1244 Boylston Street, Chestnut Hill, Massachusetts 02467. C.J.L. Charitable Foundation is a charitable trust formed under the laws of the Commonwealth of Massachusetts whose principal assets are securities of the Company and other investment assets. Its principal business and office address is c/o Smith Management Company Trust, 1280 Boylston Street, Chestnut Hill, Massachusetts 02467. Amy Smith and John G. Berylson Charitable Foundation is a charitable trust formed under the laws of the Commonwealth of Massachusetts whose principal assets are securities of the Company and other investment assets. Its principal business and office address is c/o Smith Management Company Trust, 1280 Boylston Street, Chestnut Hill, Massachusetts 02467. Robert and Dana Smith Charitable Foundation is a charitable trust formed under the laws of the Commonwealth of Massachusetts whose principal assets are securities of the Company and other investment assets. Its principal business and office address is c/o Smith Management Company Trust, 1280 Boylston Street, Chestnut Hill, Massachusetts 02467. Knez Family Charitable Foundation is a charitable trust formed under the laws of the Commonwealth of Massachusetts whose principal assets are securities of the Company and other investment assets. Its principal business and office address is c/o Smith Management Company Trust, 1280 Boylston Street, Chestnut Hill, Massachusetts 02467. A-D-R Charitable Foundation and Trust U/D/T dated 11/1/68 is a charitable trust formed under the laws of the Commonwealth of Massachusetts whose principal assets are securities of the Company and other investment assets. Its principal business and office address is c/o Smith Management Company Trust, 1280 Boylston Street, Chestnut Hill, Massachusetts 02467.

During the five years prior to the date hereof, none of the individuals, charitable trusts or business trusts listed above have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor were any of them a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

All of the individuals listed above are citizens of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Item 4. Purpose of the Transaction.

The Company entered into an Agreement and Plan of Merger, dated as of May 1, 2005 (the “Merger Agreement”), with Newton Acquisition, Inc. (“Parent”) and Newton Acquisition Merger Sub, Inc. (“Merger Sub”). Parent and Merger Sub are entities indirectly owned by an investment group consisting of Texas Pacific Group and Warburg Pincus. The Merger Agreement contemplates that Merger Sub will be merged with and into the Company (the “Merger”) and each outstanding share of Class A Common Stock, par value $.01 per share (the “Class A Common Stock”), of the Company and each outstanding share of Class B Common Stock will be converted in the Merger into the right to receive $100 per share in cash, without interest.

In connection with the execution of the Merger Agreement, the Smith Family Group entered into a Stockholder Agreement, dated as of May 1, 2005 (the “Stockholder Agreement”), with Parent and Merger Sub with respect to (i) 16,471 shares of Class A Common Stock and 6,038,586 shares of Class B Common Stock, collectively representing all of the Common Stock beneficially owned by the Smith Family Group as of the date of the Stockholder Agreement, and (ii) any Class A Common Stock, Class B Common Stock or Class C Common Stock, par value $0.01 per share, of the Company acquired by members of the Smith Family Group after the date of the Stockholder Agreement (collectively, the “Covered Shares”). The following is a summary of the Stockholder Agreement, a copy of which is filed as Exhibit 99.2 hereto and incorporated herein by reference. The following description of the Stockholder Agreement is qualified in its entirety by reference to the full text of the Stockholder Agreement.

Subject to the terms and conditions of the Stockholder Agreement, each member of the Smith Family Group has agreed to vote all of the Covered Shares that such member is entitled to vote (a) to approve and adopt the Merger and the Merger Agreement and (b) against (i) any Acquisition Proposal (as defined in the Merger Agreement), (ii) any extraordinary dividend or distribution by the Company or any of its subsidiaries, (iii) any change in the capital structure of the Company or any of its subsidiaries (other than pursuant to the Merger Agreement) and (iv) any other action that would reasonably be expected to, in any material respect, prevent, impede, interfere with, delay, postpone, frustrate the purposes of or attempt to discourage the transactions contemplated by the Merger Agreement. In addition, each member of the Smith Family Group agreed that any agreements among such members or any of them which could be construed to limit their respective rights to enter into or perform under the Stockholder Agreement would be amended to the full extent necessary to assure that entering into and performing under the Stockholder Agreement would be permitted under each such agreement without breach of such agreement.

Each member of the Smith Family Group irrevocably and unconditionally granted a proxy appointing Parent as such member’s attorney-in-fact and proxy to vote the Covered Shares as described above.

Each member of the Smith Family Group also agreed not to, without the prior written consent of Parent or Merger Sub, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Covered Shares in a manner inconsistent with the terms of the Stockholder Agreement, (ii) voluntarily take any action that

would or is reasonably likely to (A) make any representation or warranty contained therein untrue or incorrect in any material respect or (B) have the effect in any material respect of preventing such member from performing its obligations under the Stockholder Agreement or (iii) voluntarily sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Covered Shares during the term of the Stockholder Agreement except for transfers (A) to any person or entity who is subject to the Stockholder Agreement or who becomes bound thereby by operation of law or by becoming party to the Stockholder Agreement or (B) to charitable organizations, provided such shares constitute, in the aggregate (including all shares so transferred to charitable organizations by all members of the Smith Family Group from May 1, 2005), not more than 250,000 shares of Class A Common Stock or Class B Common Stock (the “Cap”). Any shares transferred to any charitable organization on the terms and conditions of clause (iii)(A) above will not be counted toward the Cap.

Each member of the Smith Family Group has agreed to not, directly or indirectly, (i) take any action to solicit or initiate any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries to, any person that may be considering making, or has made, an Acquisition Proposal or has agreed to endorse an Acquisition Proposal. Each member of the Smith Family Group has also agreed to promptly notify Parent and Merger Sub after receipt of an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person that may be considering making, or has made, an Acquisition Proposal and to advise Merger Sub of the status and material details of any such Acquisition Proposal or request. Each member of the Smith Family Group has further agreed not to exercise any rights to demand appraisal of any Covered Shares in connection with the Merger.

The Stockholder Agreement will terminate upon the earlier to occur of the effective time of the Merger and the termination of the Merger Agreement in accordance with its terms.

The Smith Family Group is the beneficial owner of, and the number of shares as of May 1, 2005 subject to the Stockholder Agreement is, 16,471 shares of Class A Common Stock and 6,038,586 shares of Class B Common Stock, representing in the aggregate approximately 12.4% of the outstanding shares of the Company.

Item 5. Interest in Securities of the Issuer.

(a) The aggregate number and percentage of shares of Class B Common Stock beneficially owned by the Smith Family Group and each member thereof is set forth in the attached Table 5(a). The percentages have been calculated using 19,422,379 shares, which represents the total number of shares of Class B Common Stock outstanding as of April 28, 2005 (as disclosed in the Merger Agreement).

Pursuant to Rule 13d-5, the Smith Family Group is deemed to have beneficial ownership, for purposes of Section 13(d), of all equity securities of the Company beneficially owned by any

member of the Smith Family Group. The total number of shares of Class B Common Stock held by or for the benefit of the Smith Family Group, as to which the Smith Family Group is deemed to be the beneficial owner, is 6,038,586 shares, which represents approximately 31.1% of the outstanding shares of Class B Common Stock and approximately 12.3% of the total voting power (other than in an election of directors) of the Company.

In addition, certain members of the Smith Family Group beneficially own an aggregate of 16,471 shares of Class A Common Stock, which represents less than 1% of the 29,525,199 outstanding shares of Class A Common Stock as of April 28, 2005 (as disclosed in the Merger Agreement).

(b) Table 5(b) attached hereto sets forth the required information with respect to voting power and investment power.

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except for (a) the Stockholder Agreement, (b) the Smith-Lurie/Marks Family Stockholders’ Agreement re The Neiman Marcus Group, Inc., dated September 1, 1999 (c) various Smith family trusts and foundations which own securities of the Company and which have been included in the beneficial ownership figures under Item 5, and (d) attorney-client relationships between Goulston & Storrs, P.C., the law firm in which Mark D. Balk and Darline M. Lewis are attorneys, and members of the Smith family, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Smith Family Group or between members of the Smith Family Group and any other person with respect to securities of the Company.

Item 7. Material To Be Filed As Exhibits.

Exhibit 99.1:	Agreement and Power of Attorney (incorporated by reference to the Agreement and Power of Attorney filed as Exhibit 99.1 to the Initial Statement on Schedule 13D filed on November 1, 1999).
Exhibit 99.2:	Stockholder Agreement, dated as of May 1, 2005, among Newton Acquisition, Inc., Newton Acquisition Merger Sub, Inc and the other parties signatory thereto.
Exhibit 99.3:	Agreement and Power of Attorney.

Table 5(a)

Beneficial Ownership of Shares and Percentage of Class B Common Stock

	Number of Shares	Percentage of class
Smith Family Group	6,038,586	31.1
Richard A. Smith (1)	3,161,092	16.3
Nancy L. Marks (2)	2,953,609	15.2
Susan F. Smith (3)	613,747	3.2
Cathy J. Lurie (4)	419,434	2.2
Jeffrey R. Lurie (5)	198,888	1.0
Amy Smith Berylson (6)	383,114	2.0
John G. Berylson (7)	211,067	1.1
Jennifer L. Berylson (8)	22,185	0.1
Robert A. Smith (9)	368,177	1.9
Dana A. Weiss (10)	169,849	0.9
Debra Smith Knez (11)	343,945	1.8
Brian J. Knez (12)	136,884	0.7
Mark D. Balk (13)	1,052,663	5.4
Darline M. Lewis (14)	192,832	1.0
Richard and Susan Family Foundation	4,000	*
Richard and Susan 1990 Charitable Trust	6,500	*
Nancy Lurie Marks Family Foundation	31,000	0.2
C.J.L. Charitable Foundation	7,809	*
Amy Smith and John G. Berylson Charitable Foundation	15,500	*
Robert and Dana Smith Charitable Foundation	31,000	0.2
Knez Family Charitable Foundation	31,000	0.2
A-D-R Charitable Foundation and Trust U/D/T dated 11/1/68	10,388	*
Smith Management Company Trust	189,770	1.0
Marian Realty Company Trust	86,991	0.4

* Less than 0.1%

(1) The beneficial ownership figures for Richard A. Smith include 2,629,625 shares held by trusts of which Richard A. Smith is a trustee, 4,000 shares held by Richard and Susan Smith Family Foundation of which Richard A. Smith is a trustee, 6,500 shares held by Richard and Susan Smith 1990 Charitable Trust of which Richard A. Smith is a trustee, 189,770 shares held by Smith Management Company Trust, and 86,991 shares held by Marian Realty Company Trust. Richard A. Smith disclaims beneficial ownership of 1,709,486 of the shares. This report shall not be deemed an admission that Richard A. Smith is the beneficial owner of the disclaimed shares for purposes of Section 13 or for any other purpose.

(2) The beneficial ownership figures for Nancy L. Marks include 2,214,154 shares held by trusts of which Nancy L. Marks is a trustee, 31,000 shares held by Nancy Lurie Marks Family Foundation of which Nancy Lurie Marks is a trustee and 86,991 shares held by Marian Realty Company Trust. Nancy L. Marks disclaims beneficial ownership of 1,314,516 of the shares. This report shall not be deemed an admission that Nancy L. Marks is the beneficial owner of the disclaimed shares for purposes of Section 13 or for any other purpose.

(3) The beneficial ownership figures for Susan F. Smith include 325,081 shares held by trusts of which Susan F. Smith is a trustee, 4,000 shares held by Richard and Susan Smith Family Foundation of which Susan F. Smith is a trustee, 6,500 shares held by Richard and Susan Smith 1990 Charitable Trust of which Susan F. Smith is a trustee and 10,388 shares held by A-D-R Charitable Foundation and Trust U/D/T 11/1/68. Susan F. Smith disclaims beneficial ownership of 201,668 of the shares. This report shall not be deemed an admission that Susan F. Smith is the beneficial owner of the disclaimed shares for purposes of Section 13 or for any other purpose.

(4) The beneficial ownership figures for Cathy J. Lurie include 380,625 shares held by trusts of which Cathy J. Lurie is a trustee, 7,809 shares held by C.J.L. Charitable Foundation of which Cathy J. Lurie is a trustee and 31,000 shares held by Nancy Lurie Marks Family Foundation of which Cathy J. Lurie is a trustee. Cathy J. Lurie disclaims beneficial ownership of 222,602 of the shares. This report shall not be deemed an admission that Cathy J. Lurie is the beneficial owner of the disclaimed shares for purposes of Section 13 or for any other purpose.

(5) The beneficial ownership figures for Jeffrey R. Lurie include 20,056 shares held by Jeffrey R. Lurie as a guardian of the property of his children, 31,000 shares held by Nancy Lurie Marks Family Foundation of which Jeffrey R. Lurie is a trustee and 3,205 shares held by Philadelphia Eagles, Inc. Jeffrey R. Lurie disclaims beneficial ownership of 51,056 of the shares. This report shall not be deemed an admission that Jeffrey R. Lurie is the beneficial owner of the disclaimed shares for purposes of Section 13 or for any other purpose.

(6) The beneficial ownership figures for Amy Smith Berylson include 175,824 shares held by trusts of which Amy Smith Berylson is a trustee, 15,500 shares held by Amy Smith and John G. Berylson Charitable Foundation of which Amy Smith Berylson is a trustee, 4,000 shares held by Richard and Susan Smith Family Foundation of which Amy Smith Berylson is a trustee and 13,372 shares held by Amy Smith Berylson as a guardian of the property of her children. Amy Smith Berylson disclaims beneficial ownership of 32,872 of the shares. This report shall not be deemed an admission that Amy Smith Berylson is the beneficial owner of the disclaimed shares for purposes of Section 13 or for any other purpose.

(7) The beneficial ownership figures for John G. Berylson include 178,099 shares held by trusts of which John G. Berylson is a trustee, 15,500 shares held by Amy Smith and John G. Berylson Charitable Foundation of which John G. Berylson is a trustee, 4,000 shares held by Richard and Susan Smith Family Foundation of which John G. Berylson is a trustee and 13,372 shares held by John G. Berylson as a guardian of the property of his children. John G. Berylson disclaims beneficial ownership of 210,971 of the shares. This report shall not be deemed an admission that John G. Berylson is the beneficial owner of the disclaimed shares for purposes of Section 13 or for any other purpose.

(8) The beneficial ownership figures for Jennifer L. Berylson 15,500 shares held by Amy Smith and John G. Berylson Charitable Foundation of which Jennifer L. Berylson is a trustee. Jennifer L. Berylson disclaims beneficial ownership of 15,500 of the shares. This report shall not be deemed an admission that Jennifer L. Berylson is the beneficial owner of the disclaimed shares for purposes of Section 13 or for any other purpose.

(9) The beneficial ownership figures for Robert A. Smith include 168,656 shares held by trusts of which Robert A. Smith is a trustee, 31,000 shares held by Robert and Dana Smith Charitable Foundation of which Robert A. Smith is

a trustee, 4,000 shares held by Richard and Susan Smith Family Foundation of which Robert A. Smith is a trustee and 20,058 shared held by Robert A. Smith as a guardian of the property of his children. Robert A. Smith disclaims beneficial ownership of 55,058 of such shares. This report shall not be deemed an admission that Robert A. Smith is the beneficial owner of the disclaimed shares for purposes of Section 13 or any other purpose.

(10) The beneficial ownership figure for Dana A. Weiss include 114,791 of shares held by trusts of which Dana A. Weiss is a trustee, 31,000 shares held by Robert and Dana Smith Charitable Foundation of which Dana A. Weiss is a trustee, 4,000 shares held by Richard and Susan Smith Family Foundation of which Dana A. Weiss is a trustee and 20,058 shared held by Dana A. Weiss as a guardian of the property of his children. Dana A. Weiss disclaims beneficial ownership of all 169,849 of such shares. This report shall not be deemed an admission that Dana A. Weiss is the beneficial owner of the disclaimed shares for purposes of Section 13 or for any other purpose.

(11) The beneficial ownership figures for Debra Smith Knez include 152,889 shares held by trusts of which Debra Smith Knez is a trustee, 4,000 shares held by Richard and Susan Smith Family Foundation of which Debra Smith Knez is a trustee, and 31,000 shares held by Knez Family Charitable Foundation of which Debra Smith Knez is a trustee. Debra Smith Knez disclaims beneficial ownership of 35,000 of such shares. This report shall not be deemed an admission that Debra Smith Knez is the beneficial owner of the disclaimed shares for purposes of Section 13 or for any other purpose.

(12) The beneficial ownership figures for Brian J. Knez include 96,597 shares held by trusts of which Brian J. Knez is a trustee, 4,000 shares held by Richard and Susan Smith Family Foundation of which Brian J. Knez is a trustee, and 31,000 shares held by Knez Family Charitable Foundation of which Brian J. Knez is a trustee. Brian J. Knez disclaims beneficial ownership of all 131,597 of such shares. This report shall not be deemed an admission that Brian J. Knez is the beneficial owner of the disclaimed shares for purposes of Section 13 or for any other purpose.

(13) The beneficial ownership figure for Mark D. Balk include 1,011,275 shares held by trusts of which Mark D. Balk is a trustee, 31,000 shares held by Nancy Lurie Marks Family Foundation of which Mark D. Balk is a trustee and 10,388 shares held by by A-D-R Charitable Foundation and Trust U/D/T 11/1/68 of which Mark D. Balk is a trustee. Mark D. Balk disclaims beneficial ownership of all 1,052,663 of the shares. This report shall not be deemed an admission that Mark D. Balk is the beneficial owner of the disclaimed shares for purposes of Section 13 or for any other purpose.

(14) The beneficial ownership figure for Darline M. Lewis consists of shares held by trusts of which Darline M. Lewis is a trustee. Darline M. Lewis disclaims beneficial ownership of all 192,832 of the shares. This report shall not be deemed an admission that Darline M. Lewis is the beneficial owner of the disclaimed shares for purposes of Section 13 or for any other purpose.

Table 5(b)

Beneficial Ownership of Common Stock

	Beneficial Ownership	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power
Smith Family Group	6,038,586	0	6,038,586	0	6,038,586
Richard A. Smith	3,161,092	244,206	2,916,886	0	3,161,092
Nancy L. Marks	2,953,609	717,880	2,235,729	0	2,953,609
Susan F Smith	613,747	448,558	165,189	0	613,747
Amy Smith Berylson	383,114	174,418	208,696	0	383,114
Robert A. Smith	368,177	144,463	223,714	0	368,177
Debra Smith Knez	343,945	156,056	187,889	0	343,945
Jeffrey R. Lurie	198,888	164,683	34,205	0	198,888
Cathy J. Lurie	419,434	13,039	406,395	0	419,434
John G. Berylson	211,067	96	210,971	0	211,067
Dana A. Weiss	169,849	0	169,849	0	169,849
Brian J. Knez	136,884	5,287	131,597	0	136,884
Jennifer L. Berylson	22,185	6,685	15,500	0	22,185
Mark D. Balk	1,052,663	0	1,052,663	0	1,052,663
Darline M. Lewis	192,832	0	192,832	0	192,832
Richard and Susan Family Foundation	4,000	0	4,000	0	4,000
Richard and Susan 1990 Charitable Trust	6,500	0	6,500	0	6,500
Nancy Lurie Marks Family Foundation	31,000	0	31,000	0	31,000
C.J.L. Charitable Foundation	7,809	0	7,809	0	7,809
Amy Smith and John G. Berylson Charitable Foundation	15,500	0	15,500	0	15,500
Robert and Dana Smith Charitable Foundation	31,000	0	31,000	0	31,000
Knez Family Charitable Foundation	31,000	0	31,000	0	31,000
A-D-R Charitable Foundation and Trust U/D/T dated 11/1/68	10,388	0	10,388	0	10,388
Smith Management Company	189,770	0	189,770	0	189,770
Marian Realty Company	86,991	0	86,991	0	86,991

Signature

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

DATED: May 12, 2005

By:

/s/ Richard A. Smith

Richard A. Smith, individually and as attorney-in-fact for each of Nancy L. Marks, Susan F. Smith, Amy Smith Berylson, Robert A. Smith, Debra Smith Knez, Jeffrey R. Lurie, Cathy J. Lurie, John G. Berylson, Jennifer L. Berylson, Dana A. Weiss, Brian J. Knez, Mark D. Balk, Darline M. Lewis, Richard and Susan Smith Family Foundation, Richard and Susan Smith 1990 Charitable Trust, Nancy Lurie Marks Family Foundation, C.J.L. Charitable Foundation, Amy Smith and John G. Berylson Charitable Foundation, Robert and Dana Smith Charitable Foundation, Knez Family Charitable Foundation, A-D-R Charitable Foundation and Trust U/D/T dated 11/1/68, Smith Management Company Trust and Marian Realty Company Trust

ATTENTION:    Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EX-99.2

EXHIBIT 99.2

STOCKHOLDER AGREEMENT

AGREEMENT, dated as of May 1, 2005 (this “Agreement”), among Newton Acquisition, Inc., a Delaware corporation (“Parent”), Newton Acquisition Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and each of the other parties signatory hereto (each a “Stockholder” and collectively the “Stockholders”).

WHEREAS, Parent, Merger Sub and The Neiman Marcus Group, Inc., a Delaware corporation (the “Company”), have entered into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”; terms defined in the Merger Agreement and not otherwise defined herein being used herein as therein defined), pursuant to which, among other things, Merger Sub will merge with and into the Company (the “Merger”) and each issued and outstanding share (other than shares cancelled pursuant to Section 2.1 of the Merger Agreement or Dissenting Shares) of Class A Common Stock, Class B Common Stock and Class C Common Stock (“Common Stock”) will be converted into the right to receive the Merger Consideration.

WHEREAS, as of May 1, 2005 the Stockholders owned of record and beneficially an aggregate of 6,055,057 shares (and each Stockholder owned the number of such shares set forth beside such Stockholder’s name on the signature page hereto) of Class A Common Stock and Class B Common Stock (such Class A Common Stock and Class B Stock, together with any other Class A Common Stock, Class B Common Stock or Class C Common Stock acquired by any Stockholder by purchase or otherwise, in each case from May 1, 2005 through the term of this Agreement, are collectively referred to herein as the Stockholders’ “Subject Shares”).

WHEREAS, as a condition and inducement to Parent’s and Merger Sub’s willingness to enter into the Merger Agreement, Parent has requested that the Stockholders agree, and each of the Stockholders has agreed, to enter into this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

VOTING AGREEMENT; GRANT OF PROXY

Section 1.1. Voting Agreement. (a) Each Stockholder hereby agrees to vote all Subject Shares that such Stockholder is entitled to vote at the time of any vote, to approve and adopt the Merger Agreement and the Merger, at any meeting of the stockholders of the Company, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) and the Merger are submitted for the consideration and vote of the stockholders of the Company.

(b) Each Stockholder hereby agrees that it shall vote its Subject Shares against, and shall not provide consents to, the approval of (i) any Acquisition Proposal, (ii) any extraordinary dividend or distribution by the Company or any subsidiary, (iii) any change in the capital structure of the Company or any subsidiary (other than pursuant to the Merger Agreement) and (iv) any other action that would reasonably be expected to, in any material respect, prevent, impede, interfere with, delay, postpone, frustrate the purposes of or attempt to discourage the transactions contemplated by the Merger Agreement.

(c) Each Stockholder hereby agrees that any agreements among the Stockholders or any of them (including the Smith/Lurie/Marks Family Stockholders’ Agreement Re: The Neiman Marcus Group, Inc., dated September 1, 1999, among the Stockholders (the “Stockholders’ Agreement”)) which could be construed to limit their respective rights to enter into this Agreement or perform hereunder are amended to the full extent necessary to assure that entering into this Agreement and performance hereunder are permitted under each such agreement without breach thereof.

Section 1.2. Irrevocable Proxy. Each Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to its Subject Shares. By entering into this Agreement, each Stockholder hereby irrevocably and unconditionally grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder’s name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.1 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to such Stockholder’s Subject Shares. The proxy granted by such Stockholder pursuant to this Article 1 is coupled with an interest and is irrevocable and is granted in consideration of Parent and Merger Sub entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. Each Stockholder shall perform such further acts and execute such further documents as may be required to vest in Parent the sole power to vote such Stockholder’s Subject Shares. Notwithstanding the foregoing, the proxy granted by each Stockholder shall be revoked upon termination of this Agreement in accordance with its terms.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS

Each Stockholder, severally and not jointly, represents and warrants to Parent and Merger Sub that:

Section 2.1. Authorization. (a) If such Stockholder is not an individual, the execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby are within the corporate or similar powers of Stockholder and have been duly authorized by all necessary corporate or similar action. This Agreement constitutes a valid and binding agreement of such Stockholder.

(b) If such Stockholder is married and the Subject Shares set forth on the signature page hereto opposite such Stockholder’s name constitute community property under applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of, such Stockholder’s spouse. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreement.

Section 2.2. Non-Contravention. The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby do not and shall not (i) if such Stockholder is not an individual, violate any organizational documents of such Stockholder, (ii) violate any applicable law, rule,

2

regulation, judgment, injunction, order or decree, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which such Stockholder is entitled under any provision of any agreement or other instrument binding on such Stockholder, (iv) result in the imposition of any Lien on any asset of Stockholder or (v) violate any other agreement, arrangement or instrument to which such Stockholder is a party or by which such Stockholder (or any of its assets) is bound.

Section 2.3. Ownership of Subject Shares. Such Stockholder is the record and beneficial owner of the Subject Shares, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Subject Shares) other than pursuant to the Stockholders’ Agreement. Except for the Stockholders’ Agreement, none of the Subject Shares is subject to any voting trust or other agreement, arrangement or instrument with respect to the voting of such shares.

Section 2.4. Total Subject Shares. Except for the Subject Shares set forth beside such Stockholder’s name on the signature page hereto or any beneficial interest in Subject Shares that are set forth beside another Stockholder’s name on the signature page hereto, and except for any options referred to in the immediately following sentence, such Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. The Stockholders collectively own options to acquire a number of shares of capital stock of the Company which does not exceed 125,000 shares in the aggregate.

Section 2.5. Finder’s Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent, Merger Sub or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Stockholder.

Section 2.6. Reliance by Parent and Merger Sub. Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

ARTICLE III

COVENANTS OF STOCKHOLDERS

Each Stockholder hereby covenants and agrees that:

Section 3.1. No Interference; No Transfers. Except pursuant to the terms of this Agreement, such Stockholder shall not, without the prior written consent of Parent or Merger Sub, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Subject Shares in a manner inconsistent with the terms of this Agreement, (ii) voluntarily take any action that would or is reasonably likely to (A) make any representation or warranty contained herein untrue or incorrect in any material respect

3

or (B) have the effect in any material respect of preventing such Stockholder from performing its obligations under this Agreement or (iii) voluntarily sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Subject Shares during the term of this Agreement except for transfers (A) to any person or entity who is subject to this Agreement or who becomes bound hereby as a Stockholder by operation of law or by becoming party to and being bound by the terms of this Agreement as a Stockholder incident to such transfer or (B) to charitable organizations, provided such shares constitute, in the aggregate (including all shares so transferred to charitable organizations by all Stockholders from the date hereof), not more than 250,000 shares of the outstanding Class A Common Stock and Class B Common Stock (the “Cap”), and provided further that any shares transferred to any charitable organization on the terms and conditions of clause (iii)(A) above shall not be counted toward the Cap. For purposes of this Section 3.1, the term “sell” or “sale” or any derivatives thereof shall include (i) a sale, transfer or disposition of record or beneficial ownership, or both and (ii) a short sale with respect to Common Stock or substantially identical property, entering into or acquiring an offsetting derivative contract with respect to Common Stock or substantially identical property, entering into or acquiring a futures or forward contract to deliver Common Stock or substantially identical property or entering into any transaction that has the same effect as any of the foregoing.

Section 3.2. Other Transactions. Such Stockholder shall not, directly or indirectly, (i) take any action to solicit or initiate any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries to, any Person that may be considering making, or has made, an Acquisition Proposal or has agreed to endorse an Acquisition Proposal. Such Stockholder shall promptly notify Parent and Merger Sub after receipt of an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any Person that may be considering making, or has made, an Acquisition Proposal and shall advise Merger Sub of the status and material details of any such Acquisition Proposal or request.

Section 3.3. Appraisal Rights. Such Stockholder shall not exercise any rights (including, without limitation, under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Subject Shares which may arise with respect to the Merger.

Section 3.4. Further Assurances. Parent, Merger Sub and each Stockholder shall each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement.

4

ARTICLE IV

MISCELLANEOUS

Section 4.1. Amendments; Termination. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier of (i) the Effective Time and (ii) the date of termination of the Merger Agreement in accordance with its terms; provided that this Article 4 shall survive any such termination.

Section 4.2. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 4.3. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto, except that each of Parent and Merger Sub may transfer or assign its rights and obligations to any Affiliate of Parent; provided further that no such transfer or assignment shall relieve Parent or Merger Sub of its obligations hereunder.

Section 4.4. Governing Law. This Agreement and all other matters related to or arising from this Agreement shall construed in accordance with and governed by the laws of the State of Delaware.

Section 4.5. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

Section 4.6. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 4.7. Interpretation. The headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Other than Section 1.1(c), this Agreement is an agreement between each of the Stockholders, on the one hand, and the Parent and Merger Sub, on the other hand, and is not an agreement among the Stockholders.

Section 4.8. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity. It is accordingly agreed that each party hereto will waive, in any action for specific performance, the defense of adequacy of a remedy at law.

5

Section 4.9. Acknowledgment. Each of Parent and Merger Sub acknowledges that each Stockholder signs solely in its capacity as the record and/or beneficial (as applicable) owner of the Subject Shares and nothing herein shall limit or affect any actions taken by such Stockholder, or require such Stockholder to take any action, in his or her capacity as an officer or director of the Company including to disclose information acquired solely in his or her capacity as an officer or director.

Section 4.10. Merger Agreement. The obligations of the Stockholders hereunder are subject to there not having been any change, by amendment or waiver, by any party to the Merger Agreement to the material terms of the Merger Agreement in a manner materially adverse to the Stockholders without the prior written consent of Stockholders holding a majority of the Subject Shares. For purposes of this Section 4.10, each of the following changes, by amendment or waiver (as applicable), in the following terms and conditions of the Merger Agreement which require the Company’s consent shall, without excluding other possibilities, be deemed to be a change to the material terms of the Merger Agreement in a manner materially adverse to the Stockholders: (A) a change in the Termination Date; (B) a change which decreases the Merger Consideration; (C) a change to the form of Merger Consideration (other than by adding consideration); and (D) an imposition of any condition to the Merger in addition to those set forth in the Merger Agreement.

[signatures follow]

6

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Newton Acquisition, Inc.
By:	/s/ Jonathan Coslet
Name:	Jonathan Coslet
Title:	Senior Vice President
By:	/s/ Kewsong Lee
Name:	Kewsong Lee
Title:	Senior Vice President
Newton Acquisition Merger Sub, Inc.
By:	/s/ Jonathan Coslet
Name:	Jonathan Coslet
Title:	Senior Vice President
By:	/s/ Kewsong Lee
Name:	Kewsong Lee
Title:	Senior Vice President

Class of Common Stock	Subject Shares Owned	STOCKHOLDERS
Class B	244,206	/s/ Richard A. Smith Richard A. Smith
Class B	267,778	/s/ Susan F. Smith Susan F. Smith
Class B	621,464	/s/ Nancy L. Marks Nancy L. Marks
Class B	174,418	/s/ Amy Smith Berylson Amy Smith Berylson
Class B	96	/s/ John G. Berylson John G. Berylson
Class B	6,685	/s/ Jennifer L.Berylson Jennifer L. Berylson
Class B Class A	144,463 7,980	/s/ Robert A. Smith Robert A. Smith
Class B	156,056	/s/ Debra Smith Knez Debra Smith Knez
Class B Class A	5,287 8,491	/s/ Brian J. Knez Brian J. Knez
Class B	13,039	/s/ Cathy J. Lurie Cathy J. Lurie
Class B	144,627	/s/ Jeffrey R. Lurie Jeffrey R. Lurie
Class B	3,205	PHILADELPHIA EAGLES, INC. /s/ Jeffrey R. Lurie Jeffrey R. Lurie
Class B	10,028	/s/ Jeffrey R. Lurie Jeffrey R. Lurie, as Guardian of Julian M.J. Lurie

Class of Common Stock	Subject Shares Owned	STOCKHOLDERS
Class B	10,028	/s/ Jeffrey R. Lurie Jeffrey R. Lurie, as Guardian of Milena C. Lurie
Class B	189,770	SMITH MANAGEMENT COMPANY TRUST /s/ Richard A. Smith Richard A. Smith, Trustee /s/ Mark D. Balk Mark D. Balk, Trustee
Class B	86,991	MARIAN REALTY COMPANY TRUST /s/ Richard A. Smith Richard A. Smith, Trustee /s/ Nancy L. Marks Nancy L. Marks, Trustee /s/ Mark D. Balk Mark D. Balk, Trustee
Class B	144,301	SUSAN F. SMITH GRANTOR RETAINED ANNUITY TRUST — 15 YEARS /s/ Susan F. Smith Susan F. Smith, as Trustee and not individually /s/ Richard A. Smith Richard A. Smith, as Trustee and not individually
Class B	28,997	SUSAN F. SMITH GRANTOR RETAINED ANNUITY TRUST — 7 YEARS f/b/o AMY SMITH BERYLSON /s/ Amy Smith Berylson Amy Smith Berylson, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually

Class of Common Stock	Subject Shares Owned	STOCKHOLDERS
Class B	28,997	SUSAN F. SMITH GRANTOR RETAINED ANNUITY TRUST — 7 YEARS f/b/o ROBERT A. SMITH /s/ Robert A. Smith Robert A. Smith, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	28,997	SUSAN F. SMITH GRANTOR RETAINED ANNUITY TRUST — 7 YEARS f/b/o DEBRA SMITH KNEZ /s/ Debra Smith Knez Debra Smith Knez, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	39,090	SUSAN F. SMITH GRANTOR RETAINED ANNUITY TRUST — 5 YEARS f/b/o AMY SMITH BERYLSON /s/ Amy Smith Berylson Amy Smith Berylson, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	39,091	SUSAN F. SMITH GRANTOR RETAINED ANNUITY TRUST — 5 YEARS f/b/o ROBERT A. SMITH /s/ Robert A. Smith Robert A. Smith, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually

Class of Common Stock	Subject Shares Owned	STOCKHOLDERS
Class B	39,090	SUSAN F. SMITH GRANTOR RETAINED ANNUITY TRUST — 5 YEARS f/b/o DEBRA SMITH KNEZ /s/ Debra Smith Knez Debra Smith Knez, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	59,529	AMY SMITH BERYLSON GRANTOR RETAINED ANNUITY TRUST /s/ Amy Smith Berylson Amy Smith Berylson, as Trustee and not individually /s/ John G. Berylson John G. Berylson, as Trustee and not individually
Class B	18,078	AMY SMITH BERYLSON 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o JENNIFER L. BERYLSON /s/ John G. Berylson John G. Berylson, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	18,078	AMY SMITH BERYLSON 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o JAMES T. BERYLSON /s/ John G. Berylson John G. Berylson, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually

Class of Common Stock	Subject Shares Owned	STOCKHOLDERS
Class B	18,078	AMY SMITH BERYLSON 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o ELIZABETH S. BERYLSON /s/ John G. Berylson John G. Berylson, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	5,376	J–J–E 1988 TRUST f/b/o JENNIFER L. BERYLSON U/D/T dated 11/1/88 /s/ John G. Berylson John G. Berylson, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	5,376	J–J–E 1988 TRUST f/b/o ELIZABETH S. BERYLSON U/D/T dated 11/1/88 /s/ John G. Berylson John G. Berylson, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	5,376	J–J–E 1988 TRUST f/b/o JAMES T. BERYLSON U/D/T dated 11/1/88 /s/ John G. Berylson John G. Berylson, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually

Class of Common Stock	Subject Shares Owned	STOCKHOLDERS
Class B	52,360	ROBERT A. SMITH GRANTOR RETAINED ANNUITY TRUST /s/ Robert A. Smith Robert A. Smith, as Trustee and not individually /s/ Dana A. Weiss Dana A. Weiss, as Trustee and not individually
Class B	16,070	ROBERT A. SMITH 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o MADELEINE W. SMITH /s/ Dana A. Weiss Dana A. Weiss, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	16,069	ROBERT A. SMITH 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o RYAN A. SMITH /s/ Dana A. Weiss Dana A. Weiss, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	16,069	ROBERT A. SMITH 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o JACKSON A. SMITH /s/ Dana A. Weiss Dana A. Weiss, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually

Class of Common Stock	Subject Shares Owned	STOCKHOLDERS
Class B	4,741	ROBERT SMITH AND DANA WEISS 1994 CHILDREN’S TRUST f/b/o MADELEINE W. SMITH U/D/T dated 12/1/94 /s/ Dana A. Weiss Dana A. Weiss, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	4,741	ROBERT SMITH AND DANA WEISS 1994 CHILDREN’S TRUST f/b/o RYAN A. SMITH U/D/T dated 12/1/94 /s/ Dana A. Weiss Dana A. Weiss, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	4,741	ROBERT SMITH AND DANA WEISS 1994 CHILDREN’S TRUST f/b/o JACKSON A. SMITH U/D/T dated 12/1/94 /s/ Dana A. Weiss Dana A. Weiss, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	36,594	DEBRA SMITH KNEZ GRANTOR RETAINED ANNUITY TRUST /s/ Debra Smith Knez Debra Smith Knez, as Trustee and not individually /s/ Brian J. Knez Brian J. Knez, as Trustee and not individually

Class of Common Stock	Subject Shares Owned	STOCKHOLDERS
Class B	23,803	DEBRA SMITH KNEZ 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o JESSICA M. KNEZ /s/ Brian J. Knez Brian J. Knez, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	23,802	DEBRA SMITH KNEZ 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o ANDREW P. KNEZ /s/ Brian J. Knez Brian J. Knez, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	6,199	DEBRA AND BRIAN KNEZ 1988 CHILDREN’S TRUST f/b/o JESSICA M. KNEZ U/D/T dated 11/1/88 /s/ Brian J. Knez Brian J. Knez, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	6,199	DEBRA AND BRIAN KNEZ 1988 CHILDREN’S TRUST f/b/o ANDREW P. KNEZ U/D/T dated 11/1/88 /s/ Brian J. Knez Brian J. Knez, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually

Class of Common Stock	Subject Shares Owned	STOCKHOLDERS
Class B	974,134	TRUST U/W/O PHILIP SMITH f/b/o RICHARD A. SMITH /s/ Nancy L. Marks Nancy L. Marks, as Trustee and not Individually /s/ Richard A. Smith Richard A. Smith, as Trustee and not individually
Class B	974,134	TRUST U/W/O PHILIP SMITH f/b/o NANCY L. MARKS /s/ Nancy L. Marks Nancy L. Marks, as Trustee and not individually /s/ Richard A. Smith Richard A. Smith, as Trustee and not individually
Class B	183,793	C–J–P TRUST f/b/o CATHY LURIE U/I/T dated 12/10/73 /s/ Richard A. Smith Richard A. Smith, as Trustee and not individually /s/ Cathy J. Lurie Cathy J. Lurie, as Trustee and not individually
Class B	183,793	C–J–P TRUST f/b/o PETER LURIE U/I/T dated 12/10/73 /s/ Richard A. Smith Richard A. Smith, as Trustee and not individually /s/ Cathy J. Lurie Cathy J. Lurie, as Trustee and not individually

Class of Common Stock	Subject Shares Owned	STOCKHOLDERS
Class B	24,104	RICHARD A. SMITH 1976 TRUST f/b/o AMY SMITH BERYLSON U/D/T dated 12/16/76 /s/ Susan F. Smith Susan F. Smith a/k/a Susan M. Smith, as Trustee and not individually
Class B	48,208	RICHARD A. SMITH 1976 TRUST f/b/o DEBRA SMITH KNEZ U/D/T dated 12/16/76 /s/ Susan F. Smith Susan F. Smith a/k/a Susan M. Smith, as Trustee and not individually
Class B	48,208	RICHARD A. SMITH 1976 TRUST f/b/o ROBERT A. SMITH U/D/T dated 12/16/76 /s/ Susan F. Smith Susan F. Smith a/k/a Susan M. Smith, as Trustee and not individually
Class B	12,052	MARIAN SMITH D–R–A 1976 TRUST f/b/o AMY SMITH BERYLSON U/D/T dated 12/16/76 /s/ Susan F. Smith Susan F. Smith a/k/a Susan M. Smith, as Trustee and not individually
Class B	24,104	MARIAN SMITH D–R–A 1976 TRUST f/b/o DEBRA SMITH KNEZ U/D/T dated 12/16/76 /s/ Susan F. Smith Susan F. Smith a/k/a Susan M. Smith, as Trustee and not individually
Class B	24,104	MARIAN SMITH D–R–A 1976 TRUST f/b/o ROBERT A. SMITH U/D/T dated 12/16/76 /s/ Susan F. Smith Susan F. Smith a/k/a Susan M. Smith, as Trustee and not individually

Class of Common Stock	Subject Shares Owned	STOCKHOLDERS
Class B	96,416	NANCY LURIE MARKS 1976 TRUST f/b/o CATHY J. LURIE U/D/T dated 12/16/76 /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually /s/ Darline M. Lewis Darline M. Lewis, as Trustee and not individually
Class B	96,416	NANCY LURIE MARKS 1976 TRUST f/b/o PETER A. LURIE U/D/T dated 12/16/76 /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually /s/ Darline M. Lewis Darline M. Lewis, as Trustee and not individually
Class B	48,208	MARIAN SMITH J–C–P 1976 TRUST f/b/o CATHY J. LURIE U/D/T dated 12/16/76 /s/ Nancy Lurie Marks Nancy Lurie Marks, as Trustee and not individually
Class B	48,208	MARIAN SMITH J–C–P 1976 TRUST f/b/o PETER A. LURIE U/D/T dated 12/16/76 /s/ Nancy Lurie Marks Nancy Lurie Marks, as Trustee and not individually
Class B	20,058	RICHARD A. SMITH FAMILY TRUST U/W/O MARIAN J. SMITH f/b/o DEBRA SMITH KNEZ /s/ Richard A. Smith Richard A. Smith, as Trustee and not individually /s/ Nancy L. Marks Nancy L. Marks, as Trustee and not individually

Class of Common Stock	Subject Shares Owned	STOCKHOLDERS
Class B	30,074	PETER A. LURIE TRUST U/W/O MARIAN J. SMITH /s/ Nancy L. Marks Nancy L. Marks, as Trustee and not individually /s/ Richard A. Smith Richard A. Smith, as Trustee and not individually
Class B	10,388	A–D–R CHARITABLE FOUNDATION AND TRUST U/D/T dated 11/1/68 /s/ Susan F. Smith Susan F. Smith a/k/a Susan M. Smith, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	59,669	MORRIS J. LURIE FAMILY TRUST U/I/T dated 4/15/58 f/b/o CATHY J. LURIE, ET AL /s/ Nancy L. Marks Nancy L. Marks, as Trustee and not individually /s/ Richard A. Smith Richard A. Smith, as Trustee and not individually
Class B	59,669	MORRIS J. LURIE FAMILY TRUST U/I/T dated 4/15/58 f/b/o PETER A. LURIE, ET AL /s/ Nancy L. Marks Nancy L. Marks, as Trustee and not individually /s/ Richard A. Smith Richard A. Smith, as Trustee and not individually

Class of Common Stock	Subject Shares Owned	STOCKHOLDERS
Class B	48,208	AMY SMITH BERYLSON 1978 INSURANCE TRUST /s/ Amy Smith Berylson Amy Smith Berylson, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	48,208	ROBERT A. SMITH 1978 INSURANCE TRUST /s/ Robert A. Smith Robert A. Smith, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	48,208	DEBRA SMITH KNEZ 1978 INSURANCE TRUST /s/ Debra Smith Knez Debra Smith Knez, as Trustee and not individually /s/ Mark D. Balk Mark D. Balk, as Trustee and not individually
Class B	4,000	RICHARD AND SUSAN SMITH FAMILY FOUNDATION /s/ Susan F. Smith Susan F. Smith, as Trustee and not individually
Class B	6,500	RICHARD AND SUSAN SMITH 1990 CHARITABLE TRUST /s/ Susan F. Smith Susan F. Smith, as Trustee and not individually /s/ Richard A. Smith Richard A. Smith, as Trustee and not individually

Class of Common Stock	Subject Shares Owned	STOCKHOLDERS
Class B	31,000	NANCY LURIE MARKS FAMILY FOUNDATION /s/ Nancy Lurie Marks Nancy Lurie Marks, as Trustee and not individually
Class B	7,809	C.J.L. CHARITABLE FOUNDATION /s/ Cathy J. Lurie Cathy J. Lurie, as Trustee and not individually
Class B	15,500	AMY SMITH AND JOHN G. BERYLSON CHARITABLE FOUNDATION /s/ Amy Smith Amy Smith Berylson, as Trustee and not individually /s/ John G. Berylson John G. Berylson, as Trustee and not individually
Class B	31,000	ROBERT AND DANA SMITH CHARITABLE FOUNDATION /s/ Robert A. Smith Robert A. Smith, as Trustee and not individually /s/ Dana Weiss Smith Dana Weiss Smith, as Trustee and not individually
Class B	31,000	KNEZ FAMILY CHARITABLE FOUNDATION /s/ Debra Smith Knez Debra Smith Knez, as Trustee and not individually /s/ Brian J. Knez Brian J. Knez, as Trustee and not individually
Class B	6,686	/s/ Amy Smith Berylson Amy Smith Berylson, as Guardian of James T. Berylson /s/ John G. Berylson John G. Berylson, as Guardian of James T. Berylson

Class of Common Stock	Subject Shares Owned	STOCKHOLDERS
Class B	6,686	/s/ Amy Smith Berylson Amy Smith Berylson, as Guardian of Elizabeth S. Berylson /s/ John G. Berylson John G. Berylson, as Guardian of Elizabeth S. Berylson
Class B	6,686	/s/ Robert A. Smith Robert A. Smith, as Guardian of Madeleine W. Smith /s/ Dana Weiss Smith Dana Weiss Smith, as Guardian of Madeleine W. Smith
Class B	6,686	/s/ Robert A. Smith Robert A. Smith, as Guardian of Ryan A. Smith /s/ Dana Weiss Smith Dana Weiss Smith, as Guardian of Ryan A. Smith
Class B	6,686	/s/ Robert A. Smith Robert A. Smith, as Guardian of Jackson A. Smith /s/ Dana Weiss Smith Dana Weiss Smith, as Guardian of Jackson A. Smith
TOTAL CLASS B:	6,038,586
TOTAL CLASS A:	16,471

EX-99.3

EXHIBIT 99.3

AGREEMENT AND POWER OF ATTORNEY

WHEREAS, the undersigned are beneficial owners, as determined pursuant to Rule 13d-3 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, of certain shares of Class B Common Stock, $.01 par value, of The Neiman Marcus Group, Inc. (“Class B Common Stock”).

WHEREAS, the undersigned are party to that certain Stockholders Agreement dated May 1, 2005 (the “Stockholders Agreement”), pursuant to which the undersigned, along with certain other individuals and trustees, have agreed to act together with respect to the Class B Common Stock for the purposes set forth in the Stockholders Agreement.

NOW, THEREFORE, the undersigned agree that:

A joint statement containing the information required by Schedule 13D/A shall be filed with the Securities and Exchange Commission on behalf of each of the undersigned.

The undersigned hereby severally constitute and appoint Richard A. Smith and Mark D. Balk and each of them singly, our true and lawful attorneys, with full power to them, and each of them to sign for us, and in our names, the Schedule 13D/A relating to the shares of Class B Common Stock owned by us and any and all amendments thereto filed or to be filed with the Securities and Exchange Commission with respect to any agreement entered into by us relating to the Class B Common Stock owned by us, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to said Schedule 13D/A and any and all amendments thereto.

Richard and Susan Smith Family Foundation

/s/ Richard A. Smith

By: Richard A. Smith

Richard and Susan Smith 1990 Charitable Trust

/s/ Richard A. Smith

By: Richard A. Smith

Nancy Lurie Marks Family Foundation

/s/ Mark D. Balk

By: Mark D. Balk

C.J.L. Charitable Foundation

/s/ Cathy J. Lurie

By: Cathy J. Lurie

Amy Smith and John G. Berylson Charitable Foundation

/s/ John G. Berylson

By: John G. Berylson

Robert and Dana Smith Charitable Foundation

/s/ Robert A. Smith

By: Robert A. Smith

Knez Family Foundation

/s/ Brian J. Knez

By: Brian J. Knez

A-D-R Charitable Foundation and Trust U/D/T
dated 11/1/68

/s/ Mark D. Balk

By: Mark D. Balk