8-K

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

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) August 15, 2006

THE NEIMAN MARCUS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-19659	95-4119509
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Marcus Square
1618 Main Street, Dallas, Texas	75201
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (214) 741-6911

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Item 3.03 Material Modification to Rights of Security Holders

On August 15, 2006, The Neiman Marcus Group, Inc. (the "Company"), issued a press release announcing the successful completion of the previously announced consent solicitation relating to its 7.125% Senior Debentures due 2028 (the "Debentures"), CUSIP No. 640204AB9. A copy of the press release is attached as Exhibit 99.1.

To implement the amendment approved in the consent solicitation, the Company and The Bank of New York Trust Company, N.A. (the "Trustee") entered into a Second Supplemental Indenture (the "Supplemental Indenture"), dated as of August 14, 2006, to the Indenture (as amended and supplemented, the "Indenture"), dated as of May 27, 1998, between the Company and the Trustee, as successor trustee.

The Supplemental Indenture amends the Indenture's reporting covenant to make it consistent with the reporting covenant in the Company's other outstanding public debt indentures. Under the amendment, for so long as the Company's parent, Neiman Marcus, Inc. ("NMI") continues to be a guarantor of the Debentures, the Company's reporting obligations under the Indenture will be satisfied provided that NMI files specified reports with the SEC and NMI's filings include specified financial information concerning the Company.

A copy of the Supplemental Indenture is attached hereto as Exhibit 4.1.

Item 9.01			Financial Statements and Exhibits.
	(c) Exhibits
4.1		Second Supplemental Indenture dated August 14, 2006, between The Neiman Marcus Group, Inc., a Delaware corporation, and The Bank of New York Trust Company, N.A., a national banking association.
99.1		Press Release dated August 15, 2006.

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE NEIMAN MARCUS GROUP, INC.
	(Registrant)
Date: August 15, 2006	By:	/s/ Nelson A. Bangs
		Nelson A. Bangs
		Senior Vice President

THE NEIMAN MARCUS GROUP, INC.

EXHIBIT INDEX

Item 9.01			Financial Statements and Exhibits.
	(c) Exhibits
4.1		Second Supplemental Indenture dated August 14, 2006, between The Neiman Marcus Group, Inc., a Delaware corporation, and The Bank of New York Trust Company, N.A., a national banking association.
99.1		Press Release dated August 15, 2006.

EX-4.1

Exhibit 4.1

SECOND SUPPLEMENTAL INDENTURE

     Second Supplemental Indenture (this "Second Supplemental Indenture"), dated as of August 14, 2006, between The Neiman Marcus Group, Inc., a Delaware corporation (the "Company"), and The Bank of New York Trust Company, N.A., a national banking association, as successor trustee (the "Trustee").

W I T N E S S E T H

     WHEREAS, the Company and the Trustee previously have entered into an indenture, dated as of May 27, 1998 (the "Base Indenture"), providing for the issuance of the Company's 7.125% Senior Debentures due 2028 (the "2028 Debentures") (the Base Indenture together with the terms of the 2028 Debentures as established as contemplated by Section 301 thereof and the First Supplemental Indenture thereto is referred to herein as the "Original Indenture" and the Original Indenture as it may from time to time be supplemented or amended, including by this Second Supplemental Indenture, is referred to herein as the "Indenture");

     WHEREAS, Neiman Marcus, Inc., a Delaware corporation, has guaranteed the 2028 Debentures pursuant to the First Supplemental Indenture to the Indenture;

     WHEREAS, Section 902 of the Base Indenture permits the Company, when authorized by a Board Resolution, and the Trustee to enter into one or more indentures supplemental to the Indenture with the consent of a majority of holders of any securities issued thereunder;

     WHEREAS, pursuant to a consent solicitation statement, dated August 2, 2006 (the "Solicitation Statement"), the Company solicited the consents (the "Consents") of the holders of the 2028 Debentures ("Holders") to amend the Indenture (the "Amendment");

     WHEREAS, the Holders of a majority of the aggregate principal amount of the outstanding 2028 Debentures have validly delivered and not validly withdrawn their Consents to the Amendment, and the Company has accepted such Consents pursuant to the Solicitation Statement;

     WHEREAS, the Company has requested that the Trustee join in the execution of this Second Supplemental Indenture; and

     WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the parties and a valid supplement to the Indenture have been done.

     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree:

     NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein and in the Original Indenture and for other good and valuable consideration, the receipt and sufficiency of which are herein acknowledged, the Company and the Trustee hereby agree, for the equal and ratable benefit of all Holders as follows:

ARTICLE ONE

DEFINITIONS

     Section 1.01 Defined Terms. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Indenture, as supplemented and amended hereby. All definitions in the Original Indenture shall be read in a manner consistent with the terms of this Second Supplemental Indenture.

ARTICLE TWO

AMENDMENTS

     Section 2.01 Amendment to the Indenture. The following amendment to the Indenture is hereby made:

     Section 704 of the Base Indenture is deleted in its entirety, and replaced with the following:

Section 704. Reports by Company. (a) Whether or not required by the Commission, so long as any Securities are outstanding, the Company shall furnish to the Securityholders, within the time periods specified in the Commission's rules and regulations for non-accelerated filers:
(1)	all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K (or any successor or comparable forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and
(2)	all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.
Whether or not required by the Commission, the Company shall file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission shall not accept such a filing) and make such information available to securities analysts and prospective investors upon request.
(b)     Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
(c)     For so long as Neiman Marcus, Inc. (the "Parent") is a guarantor under this Indenture or if at any time any other direct or indirect parent company of the Company is a guarantor of the Securities, the reports, information and other documents required to be filed and furnished to the Securityholders pursuant to this Section 704 may, at the option of the Company, be filed by and be those of Parent or such other parent, as applicable, rather than the Company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent or such other parent, on one hand, and the information relating to the Company on a standalone basis, on the other hand

     Section 2.02 Amendment Reversion Date. (a) Upon the occurrence of the Consent Reversion Date, if that should arise, Section 2 of this Second Supplemental Indenture shall be deleted in its entirety and be of no continuing force and effect, and Section 704 of the Base Indenture, as it appeared immediately prior to the execution of this Second Supplemental Indenture, shall be restored.

     (b) For the purposes of this Section 3, "Consent Fee" means the payment defined as such in the Solicitation Statement and the related Consent Form, each as it may be amended and supplemented from time to time.

     (c) For the purposes of this Section 3, "Consent Reversion Date" means 5:30 p.m., New York City time, on the Business Day following the Company's failure to pay the Consent Fee as due for the 2028 Debentures in accordance with the Solicitation Statement and the related Consent Form, each as it may be amended and supplemented from time to time.

ARTICLE THREE

MISCELLANEOUS

     Section 3.01   Effect of This Second Supplemental Indenture. This Second Supplemental Indenture supplements the Original Indenture and shall be a part, and subject to all the terms, thereof. The Original Indenture, as supplemented and amended by this Second Supplemental Indenture, is in all respects ratified and confirmed, and the Original Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Second Supplemental Indenture supersede any conflicting provisions included in the Original Indenture unless not permitted by law.

     Section 3.02   Governing Law. This Second Supplemental Indenture shall be governed by, and construed in accordance with and governed by the laws of the State of New York, without regard to conflicts of laws principles thereof.

     Section 3.03   Effect of Headings. The section headings herein are for convenience only and shall not affect the construction of this Second Supplemental Indenture.

     Section 3.04   Counterparts. The parties may sign multiple counterparts of this Second Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

     Section 3.05   Trustee. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture; the recitals and statements herein are deemed to be those of the Company and not of the Trustee.

     IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed, all as of the date and year first written above.

	THE NEIMAN MARCUS GROUP, INC.
By:	Nelson A. Bangs
Title:	Senior Vice President
	THE BANK OF NEW YORK TRUST COMPANY,
	N.A.
By:	John C. Stohlmann
Title:	Vice President

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:
James E. Skinner
Senior Vice President and
Chief Financial Officer
(214) 757-2954

Stacie Shirley
Vice President - Finance and Treasurer
(214) 757-2967

THE NEIMAN MARCUS GROUP, INC. ANNOUNCES COMPLETION OF CONSENT SOLICITATION

DALLAS, Texas, August 15, 2006 - The Neiman Marcus Group, Inc. (the "Company") announced today the successful completion of the previously announced consent solicitation relating to its 7.125% Senior Debentures due 2028 (the "Debentures"), CUSIP No. 640240AB9. A supplemental indenture implementing the amendment approved by the consent solicitation was executed on August 14, 2006 (which is the "Effective Time" for the consent solicitation, as that term was used in the consent solicitation statement dated August 2, 2006).

The supplemental indenture amends the reporting covenant in the indenture under which the Debentures were issued to make it consistent with the reporting covenant in the Company's other outstanding public debt indentures. Under the amendment, for so long as the Company's parent, Neiman Marcus, Inc. ("NMI") continues to be a guarantor of the Debentures, the Company's reporting obligations under the indenture will be satisfied provided that NMI files specified reports with the SEC and NMI's filings include specified financial information concerning the Company.

Goldman, Sachs & Co. acted as Solicitation Agent for the consent solicitation and Global Bondholder Services Corporation acted as the Information Agent.

The Neiman Marcus Group, Inc. operations include the Specialty Retail Stores segment and the Direct Marketing segment. The Specialty Retail Stores segment consists primarily of Neiman Marcus and Bergdorf Goodman stores. The Direct Marketing segment conducts both online and print catalog operations under the Neiman Marcus, Horchow, and Bergdorf Goodman brand names. Information about Neiman Marcus can be accessed at www.neimanmarcusgroup.com.

From time to time, the Company may make statements that predict or forecast future events or results, depend on future events for their accuracy or otherwise contain "forward-looking information." These statements are made based on management's expectations and beliefs concerning future events and are not guarantees of future performance.

The Company cautions readers that actual results may differ materially as a result of various factors, some of which are beyond its control, including but not limited to: political or economic conditions; terrorist activities in the United States or escalation in the international war on terrorism; disruptions in business at the Company's stores, distribution centers or offices; changes in consumer confidence resulting in a reduction of discretionary spending on goods that are, or are perceived to be, "luxuries"; changes in demographic or retail environments; changes in consumer preferences or fashion trends; competitive responses to the Company's marketing, merchandising and promotional efforts; changes in the Company's relationships with key customers; delays in the receipt of merchandise; seasonality of the retail business; adverse weather conditions, particularly during peak selling seasons; delays in anticipated store openings; natural disasters; significant increases in paper, printing and postage cost s; litigation that may have an adverse effect on the Company's financial results or reputation; changes in the Company's relationships with designers, vendors and other sources of merchandise; the financial viability of the Company's designers, vendors and other sources of merchandise; the design and implementation of new information systems or enhancement of existing systems; changes in foreign currency exchange rates; impact of funding requirements related to the Company's noncontributory defined benefit pension plan; changes in the Company's relationships with certain key sales associates; changes in key management personnel; changes in the Company's proprietary credit card arrangement that adversely impact its ability to provide consumer credit; or changes in government or regulatory requirements increasing the Company's cost of operations.

These and other factors that may adversely effect the Company's future performance or financial condition are contained in its Annual Report on Form 10-K for the year ended July 30, 2005 and other reports filed with and available from the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.