STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BANATAO DIOSDADO P

(Last)

(First)

(Middle)

700 FIRST AVENUE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MARVELL TECHNOLOGY GROUP LTD [ MRVL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								1,375,000	D
Common Stock	03/10/2004		C		347,950	D	$43.845⁽¹⁾	332,730	I	By Tallwood Partners LLC
Common Stock	03/10/2004		C		217,425	D	$43.845⁽²⁾	1,400,322	I	By Diosdado & Maria C. Banatao Trust

**Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned**
**(e.g., puts, calls, warrants, options, convertible securities)**
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Put Option (Right to Sell)	$43.845	03/10/2004		C			1	03/10/2004	03/05/2004	Common Stock	347,950	⁽¹⁾	0	I	By Tallwood Partners LLC
Put Option (Right to Sell)	$43.845	03/10/2004		C			1	03/10/2004	03/05/2004	Common Stock	217,425	⁽²⁾	0	I	By Diosdado & Maria C. Banatao Trust
Put Option (Right to Sell)	⁽³⁾⁽⁴⁾							⁽³⁾⁽⁴⁾	03/12/2004	Common Stock	150,000		1	I	By Diosdado & Maria C. Banatao Trust
Put Option (Right to Sell)	⁽³⁾⁽⁴⁾							⁽³⁾⁽⁴⁾	03/12/2004	Common Stock	100,000		1	I	By Diosdado & Maria C. Banatao Trust
Put Option (Right to Sell)	⁽³⁾⁽⁴⁾							⁽³⁾⁽⁴⁾	06/28/2005	Common Stock	300,000		1	I	By Diosdado & Maria C. Banatao Trust
Put Option (Right to Sell)	⁽³⁾⁽⁴⁾							⁽³⁾⁽⁴⁾	09/09/2005	Common Stock	100,000		1	I	By Diosado & Maria C. Banatao Trust
Put Option (Right to Sell)	⁽³⁾⁽⁴⁾							⁽³⁾⁽⁴⁾	09/23/2005	Common Stock	100,000		1	I	By Diosdado & Maria C. Banatao Trust
Put Option (Right to Sell)	⁽³⁾⁽⁴⁾							⁽³⁾⁽⁴⁾	06/30/2006	Common Stock	280,000		1	I	By Diosdado & Maria C. Banatao Trust
Put Option (Right to Sell)	⁽³⁾⁽⁴⁾							⁽³⁾⁽⁴⁾	10/13/2006	Common Stock	150,000		1	I	By Diosdado & Maria C. Banatao Trust
Put Option (Right to Sell)	⁽³⁾⁽⁴⁾							⁽³⁾⁽⁴⁾	01/19/2007	Common Stock	134,900		1	I	By Diosdado & Maria C. Banatao Trust

Explanation of Responses:

1. Reporting settlement of pre-paid forward contract (Right to Sell) held by Tallwood Partners, LLC for 500,000 shares entered into on November 30, 2001. In accordance with the terms of the contract, Tallwood Partners is to deliver a certain number of shares upon settlement of the contract depending on the closing price of the Issuer's common stock on the expiration date of the contract. The contract settled on March 10, 2004 whereby 347,950 shares of the 500,000 pledged shares were transferred in accorance with the terms of the contract.

2. Reporting settlement of pre-paid forward contract (Right to Sell) held by the Diosdado and Maria C. Banatao Trust (the "Trust") for 250,000 shares entered into on March 7, 2002. In accordance with the terms of the contract, the Trust is to deliver a certain number of shares upon settlement of the contract depending on the closing price of the Issuer's common stock on the expiration date of the contract.. The contract settled on March 10, 2004 whereby 217,426 shares of the 250,000 pledged shares were transferred in accordance with the terms of the contract.

3. The Reporting Person also has indirect ownership of eight prepaid forward contracts (Right to Sell) held by the Trust.. The contracts provide that the Trust will deliver a certain number of shares at the end of the contract depending on the Issuer's common stock price on such date. 1) a contract for 150,000 shares was entered into on 03/12/02 with a settlement date on 03/12/04; 2) a contract for 100,000 shares was entered into on 04/01/02 with a settlement date on 03/12/04; 3) a contract for 300,000 shares was entered into on 06/28/02 with a settelement date on 06/28/05; 4) a contract for 100,000 shares was entered into on 09/10/02 with a settlement date on 09/09/05; 5) a contract for 100,000 shares was entered into on 09/23/02 with a settlement date on 09/23/05; 6) a contract for 280,000 shares was entered into on 07/02/03 with a settlement date on 06/30/06;

4. Continuation of Footnote No. 2: 7) a contract for 150,000 shares was entered into on 10/14/03 with a settlement date on 10/13/06; a contrct for 134,900 shares was entered into on 01/20/04 with a settlement date on 01/19/07. Exact pricing terms for each contract are determined on the respective settlement dates in accordance with the applicable contract.

Remarks:

	Diosdado Banatao	03/12/2004
	** Signature of Reporting Person	Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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

4: Statement of changes in beneficial ownership of securities

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP