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

Form 13F-NT

FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: March 31, 2008

Check here if Amendment [  ];          Amendment Number:______
This Amendment (Check only one.): [  ] is a restatement.
                                  [  ] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:    MERRILL LYNCH GROUP, INC.
Address: 4 World Financial Center, North Tower
         New York, New York 10080

13F File Number: 12505

The institutional investment manager filing this report and the person by
whom it is signed hereby represent that the person signing the report is
authorized to submit it, that all information contained herein is true,
correct and complete, and that it is understood that all required items,
statements, schedules, and tables, are considered integral parts of this
form.

Person Signing this Report on Behalf of Reporting Manager:

Name:  Frank J. Marinaro
Title: First Vice President and Secretary
Phone: 212-449-7948

Signature, Place and Date of Signing:

____________________________________
/s/ Frank J. Marinaro
New York, New York
April 24, 2008

Report Type (Check only one.):

[ ]      13F HOLDINGS REPORT.

[X]      13F NOTICE.

[ ]      13F COMBINATION REPORT.


List of Other Managers Reporting for this Manager

Form 13F File Number    Name
- --------------------    --------------------------
028-03554              MERRILL LYNCH AND CO., INC.