UNITED STATES

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FORM 12b-25

SEC FILE NUMBER 000-30877

CUSIP NUMBER  G5876H105

NOTIFICATION OF LATE FILING

(Check one):

x Form 10-K

o Form 20-F

o Form 11-K

o Form 10-Q

o Form 10-D

o Form N-SAR

o Form N-CSR

For Period Ended:

January 27, 2007

o Transition Report on Form 10-K

o Transition Report on Form 20-F

o Transition Report on Form 11-K

o Transition Report on Form 10-Q

o Transition Report on Form N-SAR

For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Marvell Technology Group Ltd.

Full Name of Registrant

Former Name if Applicable

Canon’s Court 22 Victoria Street

Address of Principal Executive Office (Street and Number)

Hamilton HM 12 Bermuda

City, State and Zip Code

 (a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

o

 (b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 (c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

SEC 1344 (03-05)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(1)

Name and telephone number of person to contact in regard to this notification

George A. Hervey

408

222-2500

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

o Yes    x No

The Company has not yet filed its Forms 10-Q for the fiscal quarters ended July 29, 2006 and October 28, 2006.

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

x Yes    o No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

On February 26, 2007, the Company announced preliminary, unaudited revenue for its fourth fiscal quarter and fiscal year ended January 27, 2007.  Net revenue for the fourth quarter of fiscal 2007 was $622.0 million, an increase of 27% over net revenue of $489.0 million for the fourth quarter of fiscal 2006 and a 20% sequential increase from net revenue of $520.4 million for the third quarter of fiscal 2007.  Net revenue for fiscal 2007 was $2,237.6 million, an increase of 34% over net revenue of $1,670.3 million in fiscal 2006.  On October 3, 2006, the Company announced it will need to restate its historical financial statements to record additional non-cash charges for stock-based compensation expense related to past option grants.  The Company has not yet been able to determine the amount of these charges, the resulting tax and accounting impact of these actions, or which specific reporting periods require restatement.  As described in Part III above, the internal review of the Company’s historical stock option practices and related accounting matters is ongoing.  Until the internal review process is completed, the Company cannot determine whether there will be any significant change in results of operations from the corresponding period for the last fiscal year that will be reflected in its Annual Report on Form 10-K for the fiscal year ended January 27, 2007, when that report is filed.

Except for the historical information contained herein, the matters set forth in this Form 12b-25, including statements with respect to expectations regarding the timing of filing of the Company’s Annual Report on Form 10-K for the fiscal year ended January 27, 2007, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the timing and outcome of the internal review process and the conclusions resulting from that review process, actions that may be taken or required as a result of the internal review process, and actions by the Securities and Exchange Commission or other regulatory agencies as a result of their review of the Company’s stock option practices.  In particular, the Company will be required to make adjustments to financial results previously reported for prior periods, as a result of the internal review process.  Those adjustments could have a material adverse effect on the Company’s results of operations for those periods. When the internal review process has been completed and the Company files its Form 10-K, the financial statements may differ from the results disclosed in this Form 12b-25, not only as a result of any required adjustments resulting from the internal review process, but also because judgments and estimates that management used in preparing the financial results reported in this Form 12b-25 may need to be updated to the date of the filing.  For other factors that could cause the Company’s results to vary from expectations, please see the sections titled “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2006 and “Additional Risk Factors” in the Company’s Current Report on Form 8-K filed on October 17, 2006 and other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission.  The Company undertakes no obligation to revise or update

publicly any forward-looking statement in this Form 12b-25, except as otherwise required by law.

Date

March 29, 2007

By

/s/ George A. Hervey

George A. Hervey

Vice President of Finance and

Chief Financial Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).