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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Berylson John G

(Last)

(First)

(Middle)

C/O MARK D. BALK, GOULSTON & STORRS, PC

400 ATLANTIC AVENUE

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEIMAN MARCUS GROUP INC [ NMG.B ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Schedule 13D group

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2004

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)
Class B Common Stock	07/26/2004		J		54,234⁽¹⁾	A	$49.69	417,071	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Class B Common Stock								96	D

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)

Explanation of Responses:

1. Represents (1) a distribution of 18,078 shares by Amy Smith Berylson 1998 Grantor Retained Annuity Trust u/d/t dated November 2, 1998 f/b/o Jennifer L. Berylson, of which the reporting person and Mark D. Balk are trustees; (2) a distribution of 18,078 shares by Amy Smith Berylson 1998 Grantor Retained Annuity Trust u/d/t dated November 2, 1998 f/b/o Elizabeth S. Berylson, of which the reporting person and Mark D. Balk are trustees and (3) a distribution of 18,078 shares by Amy Smith Berylson 1998 Grantor Retained Annuity Trust u/d/t dated November 2, 1998 f/b/o James T. Berylson, of which the reporting person and Mark D. Balk are trustees.

2. Reflects the shares owned directly or indirectly by the following persons or entities and indirectly by John G. Berylson: 190,968 shares owned directly by Amy Smith Berylson, the wife of thereporting person; 28,997 shares owned indirectly by Amy Smith Berylson as trustee of the Susan F. Smith Grantor Retained Annuity Trust - 7 Years u/d/t dated August 10, 1994 f/b/o Amy Smith Berylson; 5,026 shares owned indirectly by John G. Berylson as trustee of the J-J-E 1988 Trust fbo Jennifer Berylson; 5,026 shares owned indirectly by John G. Berylson as trustee of the J-J-E 1988 Trust fbo James Berylson; 5,026 shares owned indirectly by John G. Berylson as trustee of the J-J-E 1988 Trust fbo Elizabeth Berylson;

3. 18,078 shares owned indirectly by John G. Berylson as trustee of the Amy Smith Berylson 1998 Grantor Retained Annuity Trust fbo Jennifer L. Berylson; 18,078 shares owned indirectly by John G. Berylson as trustee of the Amy Smith Berylson 1998 Grantor Retained Annuity Trust fbo Elizabeth S. Berylson; 18,078 shares owned indirectly by John G. Berylson as trustee of the Amy Smith Berylson 1998 Grantor Retained Annuity Trust fbo James T. Berylson; 59,529 shares owned indirectly by John G. Berylson and Amy Smith Berylson as trustees of the Amy Smith Berylson Grantor Retained Annuity Trust;

4. 48,208 shares owned indirectly by Amy Smith Berylson as trustee of the Amy Smith Berylson Insurance Trust; 6,685 shares owned directly by Jennifer L. Berylson, the daughter of the reporting person; 6,686 shares owned indirectly by John G. Berylson and Amy Smith Berylson as guardians for James Berylson, the son of the reporting person; and 6,686 shares owned indirectly by John G. Berylson and Amy Smith Berylson as guardians for Elizabeth Berylson, the daughter of the reporting person. John G. Berylson disclaims beneficial ownership of all these shares, and this report shall not be deemed an admission that John G. Berylson is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	Mark D. Balk, Attorny-in-Fact	07/28/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.