EXHIBIT 3.2





                                    BY-LAWS
                                       OF
                                NYSE GROUP, INC.

              ====================================================



                                   ARTICLE I

                                    OFFICES

          SECTION 1.    REGISTERED OFFICE -- The registered office of NYSE
Group, Inc. (the "CORPORATION") shall be established and maintained at the
office of National Registered Agents, Inc. at 9 East Loockerman Street, Suite 1B
in the City of Dover, County of Kent, State of Delaware 19901, and said National
Registered Agents, Inc. shall be the registered agent of the Corporation in
charge thereof.

          SECTION 2.    OTHER OFFICES -- The Corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time select or the business of the
Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          SECTION 1.    ANNUAL MEETINGS -- Annual meetings of stockholders for
the election of directors, and for such other business as may be stated in the
notice of the meeting, shall be held at such place, either within or without the
State of Delaware, and at such time and date as the Board of Directors, by
resolution, shall determine and as set forth in the notice of the meeting. If
the Board of Directors fails so to determine the time, date and place of
meeting, the annual meeting of stockholders shall be held at the registered
office of the Corporation on the first Tuesday in April. If the date of the
annual meeting shall fall upon a legal holiday, the meeting shall be held on the
next succeeding business day. At each annual meeting, the stockholders entitled
to vote shall elect a Board of Directors and they may transact such other
corporate business as shall be stated in the notice of the meeting.

          SECTION 2.    SPECIAL MEETINGS--Special meetings of the stockholders
for any purpose or purposes may be called by the Chairman of the Board of
Directors, the Chief Executive Officer or the Secretary or Assistant Secretary,
or by resolution of the Board of Directors.


<PAGE>


          SECTION 3.    VOTING -- Each stockholder entitled to vote in
accordance with the terms of the Certificate of Incorporation of the Corporation
and these By-Laws may vote in person or by proxy, but no proxy shall be voted
after three years from its date unless such proxy provides for a longer period.
All elections for directors shall be decided by plurality vote; all other
questions shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of the State of Delaware.

          A complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is entitled to be present.

          SECTION 4.    QUORUM -- Except as otherwise required by law, by the
Certificate of Incorporation of the Corporation or by these By-Laws, the
presence, in person or by proxy, of stockholders holding shares constituting a
majority of the voting power of the Corporation shall constitute a quorum at all
meetings of the stockholders. In case a quorum shall not be present at any
meeting, a majority in interest of the stockholders entitled to vote thereat,
present in person or by proxy, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote shall be present. At any such
adjourned meeting at which the requisite amount of stock entitled to vote shall
be represented, any business may be transacted that might have been transacted
at the meeting as originally noticed; but only those stockholders entitled to
vote at the meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.

          SECTION 5.    NOTICE OF MEETINGS -- Written notice, stating the place,
date and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat, at his
or her address as it appears on the records of the Corporation, not less than
ten nor more than sixty days before the date of the meeting. No business other
than that stated in the notice shall be transacted at any meeting without the
unanimous consent of all the stockholders entitled to vote thereat.

          SECTION 6.    ACTION WITHOUT MEETING -- Unless otherwise provided by
the Certificate of Incorporation of the Corporation, any action required or
permitted to be taken at any annual or special meeting of stockholders may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.



                                       -2-
<PAGE>

                                  ARTICLE III

                                   DIRECTORS

          SECTION 1.    NUMBER AND TERM -- The business and affairs of the
Corporation shall be managed under the direction of a Board of Directors which
shall consist of not less than one person. The exact number of directors shall
initially be two and may thereafter be fixed from time to time by the Board of
Directors. Directors shall be elected at the annual meeting of stockholders and
each director shall be elected to serve until his or her successor shall be
elected and shall qualify. A director need not be a stockholder.

          SECTION 2.    RESIGNATIONS -- Any director may resign at any time.
Such resignation shall be made in writing, and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the Chairman of the Board of Directors, the Chief Executive Officer or the
Secretary or Assistant Secretary. The acceptance of a resignation shall not be
necessary to make it effective.

          SECTION 3.    VACANCIES -- If the office of any director becomes
vacant, the remaining directors in the office, though less than a quorum, by a
majority vote, may appoint any qualified person to fill such vacancy, who shall
hold office for the unexpired term and until his or her successor shall be duly
chosen. If the office of any director becomes vacant and there are no remaining
directors, the stockholders, by the affirmative vote of the holders of shares
constituting a majority of the voting power of the Corporation, at a special
meeting called for such purpose, may appoint any qualified person to fill such
vacancy.

          SECTION 4.    REMOVAL -- Except as hereinafter provided, any director
or directors may be removed either for or without cause at any time by the
affirmative vote of the holders of a majority of the voting power entitled to
vote for the election of directors, at an annual meeting or a special meeting
called for the purpose, and the vacancy thus created may be filled, at such
meeting, by the affirmative vote of holders of shares constituting a majority of
the voting power of the Corporation.

          SECTION 5.    COMMITTEES -- The Board of Directors may, by resolution
or resolutions passed by a majority of the whole Board of Directors, designate
one or more committees, each committee to consist of one or more directors of
the Corporation.

          Any such committee, to the extent provided in the resolution of
the Board of Directors, or in these By-Laws, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it.

          SECTION 6.    MEETINGS -- The newly elected directors may hold their
first meeting for the purpose of organization and the transaction of business,
if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent of
all the Directors.


                                       -3-
<PAGE>


          Regular meetings of the Board of Directors may be held without
notice at such places and times as shall be determined from time to time by
resolution of the Board of Directors.

          Special meetings of the Board of Directors may be called by the
Chairman of the Board or the Chief Executive Officer, or by the Secretary or
Assistant Secretary on the written request of any director, on at least one
day's notice to each director (except that notice to any director may be waived
in writing by such director) and shall be held at such place or places as may be
determined by the Board of Directors, or as shall be stated in the call of the
meeting. A special meeting may be held at any time without notice if all the
directors are present or if those not present waive notice of the meeting in
accordance with these bylaws.

          Unless otherwise restricted by the Certificate of Incorporation
of the Corporation or these By-Laws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in any meeting
of the Board of Directors or any committee thereof by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

          SECTION 7.    QUORUM -- A majority of the Directors shall constitute
a quorum for the transaction of business. If at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time until a quorum is obtained, and no
further notice thereof need be given other than by announcement at the meeting
which shall be so adjourned. The vote of the majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors unless the Certificate of Incorporation of the Corporation or these
By-Laws shall require the vote of a greater number.

          SECTION 8.    COMPENSATION -- Directors shall not receive any stated
salary for their services as directors or as members of committees, but by
resolution of the Board of Directors a fixed fee and expenses of attendance may
be allowed for attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent or otherwise, and receiving compensation therefor.

          SECTION 9.    ACTION WITHOUT MEETING -- Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if a written consent thereto is
signed by all members of the Board of Directors or of such committee, as the
case may be, and such written consent is filed with the minutes of proceedings
of the Board of Directors or such committee.


                                       -4-
<PAGE>


                                   ARTICLE IV

                                    OFFICERS

          SECTION 1.    OFFICERS - The Board of Directors shall take such action
as may be necessary from time to time to ensure that the Corporation has such
officers as are necessary under the Delaware General Corporation Law as
currently in effect or as the same may hereafter be amended, to enable it to
sign stock certificates. In addition, the Board of Directors at any time and
from time to time may elect (i) a Chief Executive Officer, (ii) one or more
Presidents and one or more Executive Vice Presidents, (iii) a Chief Financial
Officer, (iv) a General Counsel or Co-General Counsels, (v) a Secretary and/or
Assistant Secretary or Acting Corporate Secretary, and (vi) such other officers,
in each case as the Board of Directors may from time to time deem proper. The
officers of the Corporation shall hold office until their successors are duly
elected and qualified. The Board of Directors may at any time and from time to
time authorize any officer of the Corporation to appoint one or more officers of
the kind described in clauses (v) and (vi) above, and the Chief Executive
Officer of the Corporation may appoint and remove the Secretary, Assistant
Secretary or Acting Corporate Secretary at any time. Any number of offices may
be held by the same person unless the Certificate of Incorporation or these
By-Laws otherwise provide.

          SECTION 2.    CHAIRMAN OF THE BOARD -- The Chairman of the Board shall
preside at all meetings of the Board of Directors and shall have and perform
such other duties as may be assigned to him or her by the Board of Directors. He
or she shall preside at all meetings of the Board of Directors and shall have
and perform such other duties as may be assigned to him or her by the Board of
Directors. The Chairman of the Board shall have the power to execute bonds,
mortgages and other contracts on behalf of the Corporation, and to cause the
seal of the Corporation to be affixed to any instrument requiring it, and when
so affixed the seal shall be attested to by the signature of the Secretary or
Assistant Secretary or the Chief Financial Officer.

          SECTION 3.    CHIEF EXECUTIVE OFFICER -- The Chief Executive Officer
shall have the general powers and duties of supervision and management usually
vested in the office of Chief Executive Officer of a corporation. The Chief
Executive Officer shall have the power to execute bonds, mortgages and other
contracts on behalf of the Corporation, and to cause the seal to be affixed to
any instrument requiring it, and when so affixed the seal shall be attested to
by the signature of the Assistant Secretary or any Executive Vice President of
the Corporation.

          SECTION 4.    PRESIDENT -- Each President shall have the general
powers and duties of supervision and management usually vested in the office of
President of a corporation. Each President shall have the power to execute
bonds, mortgages and other contracts on behalf of the Corporation, and to cause
the seal to be affixed to any instrument requiring it, and when so affixed the
seal shall be attested to by the signature of an officer of the Corporation. In
the event there is more than one President, each shall have the power to take
any action that could be taken by a President under applicable law.


                                      -5-
<PAGE>


          SECTION 5.    EXECUTIVE VICE PRESIDENTS -- Each Executive Vice
President shall have such powers and shall perform such duties as shall be
assigned to him or her by the Board of Directors. Each Executive Vice President
may take any action that may be taken by a Vice President under applicable law.

          SECTION 6.    CHIEF FINANCIAL OFFICER -- The Chief Financial Officer
of the Corporation shall have the custody of the corporate funds and securities
and shall keep full and accurate account of receipts and disbursements in books
belonging to the Corporation. He or she shall deposit all moneys and other
valuables in the name and to the credit of the Corporation in such depositaries
as may be designated by the Board of Directors. He or she shall disburse the
funds of the Corporation as may be ordered by the Board of Directors, the
Chairman of the Board, or the Chief Executive Officer, taking proper vouchers
for such disbursements. He or she shall render to the Chairman of the Board, the
Chief Executive Officer and Board of Directors at the regular meetings of the
Board of Directors, or whenever they may request it, an account of all his or
her transactions as Chief Financial Officer and of the financial condition of
the Corporation. If required by the Board of Directors, he or she shall give the
Corporation a bond for the faithful discharge of his or her duties in such
amount and with such surety as the Board of Directors shall prescribe. In the
absence of a Treasurer, the Chief Financial Officer is authorized to take any
action which may be taken by a Treasurer under applicable law.

          SECTION 7.    SECRETARY OR ASSISTANT SECRETARY -- The Secretary shall
give, or cause to be given, notice of all meetings of stockholders and of the
Board of Directors and all other notices required by law or by these By-Laws,
and in case of his or her absence or refusal or neglect so to do, any such
notice may be given by any person thereunto directed by the Chairman of the
Board or the Chief Executive Officer, or by the Board of Directors, upon whose
request the meeting is called as provided in these By-Laws. He or she shall
record all the proceedings of the meetings of the Board of Directors, any
committees thereof and the stockholders of the Corporation in a book to be kept
for that purpose, and shall perform such other duties as may be assigned to him
or her by the Board of Directors, the Chairman of the Board or the Chief
Executive Officer. He or she shall have the custody of the seal of the
Corporation and shall affix the same to all instruments requiring it, when
authorized by the Board of Directors, the Chairman of the Board or the Chief
Executive Officer, and attest to the same. The Assistant Secretary may also
perform all of the foregoing and any additional duties assigned to the Assistant
Secretary by the Board of Directors.

                                   ARTICLE V

                                 MISCELLANEOUS

          SECTION 1.    CERTIFICATES OF STOCK - The Board of Directors shall
determine whether the shares of stock of the Corporation shall be represented by
certificates. If the Board of Directors determines that shares of stock of the
Corporation will be represented by certificates, a certificate of stock shall be
issued to each stockholder certifying the number of shares owned by such
stockholder in the Corporation, and certificates of stock of the Corporation
shall be of such form and device as the Board of Directors may from time to time
determine.


                                      -6-
<PAGE>


          SECTION 2.    LOST CERTIFICATES -- If the Board of Directors
determines that shares of stock of the Corporation will be represented by
certificates, a new certificate of stock may be issued in the place of any
certificate theretofore issued by the Corporation, alleged to have been lost or
destroyed, and the Board of Directors may, in its discretion, require the owner
of the lost or destroyed certificate, or such owner's legal representatives, to
give the Corporation a bond, in such sum as they may direct, not exceeding
double the value of the stock, to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss of any such
certificate, or the issuance of any such new certificate.

          SECTION 3.    TRANSFER OF SHARES -- The shares of stock of the
Corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal representatives, and upon
such transfer the old certificates, if the Board of Directors determines that
shares of stock of the Corporation will be represented by certificates, shall be
surrendered to the Corporation by the delivery thereof to the person in charge
of the stock and transfer books and ledgers, or to such other person as the
Board of Directors may designate, by whom they shall be cancelled, and new
certificates shall thereupon be issued. A record shall be made of each transfer
and whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer.

          SECTION 4.    STOCKHOLDERS RECORD DATE -- In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and which
record date: (1) in the case of determination of stockholders entitled to vote
at any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, not be more than sixty nor less than ten days before the date
of such meeting; (2) in the case of determination of stockholders entitled to
express consent to corporate action in writing without a meeting, shall not be
more than ten days from the date upon which the resolution fixing the record
date is adopted by the Board of Directors; and (3) in the case of any other
action, shall not be more than sixty days prior to such other action. If no
record date is fixed: (1) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; (2) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting
when no prior action of the Board of Directors is required by law, shall be the
first day on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation in accordance with
applicable law, or, if prior action by the Board of Directors is required by
law, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action; and (3) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to


                                       -7-
<PAGE>


vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

          SECTION 5.    DIVIDENDS -- Subject to the provisions of the
Certificate of Incorporation of the Corporation, the Board of Directors may, out
of funds legally available therefor at any regular or special meeting, declare
dividends upon stock of the Corporation as and when they deem appropriate.
Before declaring any dividend there may be set apart out of any funds of the
Corporation available for dividends, such sum or sums as the Board of Directors
from time to time in their discretion deem proper for working capital or as a
reserve fund to meet contingencies or for equalizing dividends or for such other
purposes as the Board of Directors shall deem conducive to the interests of the
Corporation.

          SECTION 6.    SEAL -- The corporate seal of the Corporation shall be
in such form as shall be determined by resolution of the Board of Directors.
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise imprinted upon the subject document or paper.

          SECTION 7.    FISCAL YEAR -- The fiscal year of the Corporation shall
be determined by resolution of the Board of Directors.

          SECTION 8.    CHECKS -- All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, or agent or agents,
of the Corporation, and in such manner as shall be determined from time to time
by resolution of the Board of Directors.

          SECTION 9.    NOTICE AND WAIVER OF NOTICE -- Whenever any notice is
required to be given under these By-Laws, personal notice is not required unless
expressly so stated, and any notice so required shall be deemed to be sufficient
if given by depositing the same in the United States mail, postage prepaid,
addressed to the person entitled thereto at his or her address as it appears on
the records of the Corporation, and such notice shall be deemed to have been
given on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by law.
Whenever any notice is required to be given under the provisions of any law, or
under the provisions of the Certificate of Incorporation of the Corporation or
of these By-Laws, a waiver thereof, in writing and signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to such required notice.

          SECTION 10.   FORM OF RECORDS -- Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs, electronic files or any
other information storage device, provided that the records so kept can be
converted into clearly legible form within a reasonable time. The Corporation
shall so convert any records so kept upon the request of any person entitled to
inspect the same.


                                      -8-
<PAGE>



          SECTION 11.

                                   ARTICLE VI

                                   AMENDMENTS

          These By-Laws may be altered, amended or repealed, and new
by-laws adopted, at any annual meeting of the stockholders (or at any special
meeting thereof if notice of such proposed alteration, amendment, repeal or
adoption to be considered is contained in the notice of such special meeting) by
the affirmative vote of the holders of shares constituting a majority of the
voting power of the Corporation. Except as otherwise provided in the Certificate
of Incorporation of the Corporation, the Board of Directors may by majority vote
of those present at any meeting at which a quorum is present alter, amend or
repeal these By-Laws, or enact such other By-Laws as in their judgment may be
advisable for the regulation and conduct of the affairs of the Corporation.














                                      -9-
<PAGE>