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): May 8, 2008

MARVELL TECHNOLOGY GROUP LTD.

(Exact name of registrant as specified in its charter)

Bermuda		0-30877		77-0481679
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

(Address of principal executive offices)

(441) 296-6395

(Registrant’s telephone number,
including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

The information in Item 2.02 of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing.

On May 8, 2008, Marvell Technology Group Ltd. (the “Company”) issued a press release announcing that it has entered into a settlement with the Securities and Exchange Commission (“SEC”) in connection with the SEC’s previously disclosed investigation into the Company’s historic stock option granting practices. In connection with the settlement, the Company will accrue $10 million for the payment of a civil penalty in its first quarter of fiscal 2009 financial statements.

Item 8.01 Other Events.

On May 8, 2008, the Company issued a press release announcing that it has entered into a settlement with the SEC in connection with the SEC’s previously disclosed investigation into the Company’s historic stock option granting practices. A copy of the press release is attached as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.

	99.1	Press Release dated May 8, 2008.

SIGNATURE

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

Dated: May 8, 2008

MARVELL TECHNOLOGY GROUP LTD.


By:	/s/ George de Urioste
		George de Urioste
	Interim Chief Financial Officer

Exhibit 99.1

Marvell Technology Group Ltd. Reaches Settlement with SEC regarding Historic Stock Option Granting Practices

For Further Information Contact:

Media:

Louise Kehoe

Ogilvy PR Worldwide

650-544-5070

[email protected]

Investors:

Jeff Palmer

Marvell Investor Relations

408-222-8373

[email protected]

Santa Clara, California (May 8, 2008) — Marvell (NASDAQ: MRVL) today announced that it has entered into a settlement with the Securities & Exchange Commission (“SEC”) in connection with the SEC’s previously disclosed investigation into the Company’s historic stock option granting practices.

Without admitting or denying the allegations in the SEC’s complaint, the Company agreed to settle the charges by consenting to a permanent injunction against any future violations of various provisions of the federal securities laws. The Company will also pay a civil penalty of $10 million in connection with the settlement.

In a related agreement, Weili Dai, one of the Company’s co-founders, also entered into a settlement with the SEC. Without admitting or denying the allegations in the SEC’s complaint, Ms. Dai consented to a permanent injunction against any future violations of various provisions of the federal securities laws, agreed not to serve as a director or officer of a public company for a period of five years, and will pay a civil penalty of $500,000.

About Marvell

Marvell (NASDAQ: MRVL) is a leader in the development of storage, communications, and consumer silicon solutions. The company’s diverse product portfolio includes switching, transceiver, communications controller, wireless, and storage solutions that power the entire communications infrastructure including enterprise, metro, home, and storage networking. As

Exhibit No.		Description
99.1		Press release dated May 8, 2008.