Och-Ziff Capital Management Group LLC (Form: 3, Received: 11/13/2007 21:57:14)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*
Frank Joel
2. Date of Event Requiring Statement (MM/DD/YYYY) 11/13/2007
3. Issuer Name and Ticker or Trading Symbol
Och-Ziff Capital Management Group LLC [OZM]

(Last)        (First)        (Middle)
C/O OCH-ZIFF CAPITAL MANAGEMENT, GROUP LLC, 9 WEST 57TH STREET,
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Financial Officer /

(Street)
NEW YORK, NY 10019

(City)              (State)              (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)

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 Beneficially Owned

1.Title of Security
(Instr. 4) 2. Amount of Securities Beneficially Owned
(Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Class B Shares ⁽¹⁾ 8281849 ⁽¹⁾ D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date Exercisable Expiration Date Title Amount or Number of Shares

Och-Ziff Operating Group A Units ⁽²⁾ ⁽³⁾ ⁽²⁾ ⁽³⁾ ⁽²⁾ ⁽³⁾ Class A Shares 7039456 ⁽²⁾ ⁽³⁾ ⁽²⁾ ⁽³⁾ D

Och-Ziff Operating Group A Units ⁽²⁾ ⁽³⁾ ⁽²⁾ ⁽³⁾ ⁽²⁾ ⁽³⁾ Class A Shares 1242393 ⁽²⁾ ⁽³⁾ ⁽²⁾ ⁽³⁾ I Held by The Joel M. Frank 2007 Annuity Trust ⁽⁴⁾ ⁽⁵⁾

Explanation of Responses:

(1) Class B Shares of Och-Ziff Capital Management Group LLC (the "Company") entitle the holder to one vote per share and generally vote together with the Class A Shares of the Company as a single class on matters submitted to a vote of securityholders. Upon the exchange of an Och-Ziff Operating Group A Unit (as described in note 2) for a Class A Share, one Class B Share will be cancelled for no consideration.

(2) An Och-Ziff Operating Group A Unit consists of one Class A Common Unit of each of OZ Advisors LP, OZ Advisors II LP and OZ Management LP (collectively, the "Operating Group Partnerships"). Pursuant to an exchange agreement, the Reporting Person may, subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Operating Group Partnerships, exchange Och-Ziff Operating Group A Units for Class A Shares of the Company on a one-for-one basis, subject to exchange rate adjustments for splits, distributions and reclassifications. Exchanges generally may be made as and when approved by an exchange committee during the five-year period following the Company's initial public offering and quarterly thereafter. (Continued in Footnote 3)

(3) The Class A Shares and the Class B Shares entitle the holder to one vote per share, and the Class A shareholders and the Class B shareholders generally vote together as a single class on matters submitted to a vote of securityholders. Upon the exchange of an Och-Ziff Operating Group A Unit for a Class A Share, one Class B Share of the Company will be cancelled for no consideration.

(4) The Och-Ziff Operating Group A Units listed here are held in a trust for the benefit of members of the Frank family. The Reporting Person is the trustee of The Joel M. Frank 2007 Annuity Trust.

(5) Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any such interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

Frank Joel
C/O OCH-ZIFF CAPITAL MANAGEMENT
GROUP LLC, 9 WEST 57TH STREET,
NEW YORK, NY 10019 X
Chief Financial Officer

Signatures

/s/ Jeffrey Blockinger, attorney-in-fact 11/13/2007

^** 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 5(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 control number.

Table I - Non-Derivative Securities Beneficially Owned
Class B Shares ⁽¹⁾	8281849 ⁽¹⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
Och-Ziff Operating Group A Units ⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Shares	7039456 ⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	D
Och-Ziff Operating Group A Units ⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Shares	1242393 ⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	I	Held by The Joel M. Frank 2007 Annuity Trust ⁽⁴⁾ ⁽⁵⁾

                                                                    Exhibit 24.1

                                Power of Attorney

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Daniel Och and Jeffrey Blockinger, as the undersigned's true
and lawful attorney-in-fact to execute and file on behalf of the undersigned in


the undersigned's capacity as a Director and/or Officer of Och-Ziff Capital
Management Group LLC ("Och-Ziff") all necessary and/or required applications,
reports, registrations, information, documents and instruments filed or required
to be filed by Och-Ziff or me with the Securities and Exchange Commission
("SEC"), any stock exchanges or any governmental official or agency, including
without limitation:

     1)   execute and file Forms 3, 4 and 5 in accordance with Section 16(a) of
          the Securities Exchange Act of 1934 and the rules thereunder and a
          Form ID, Uniform Application for Access codes to file on EDGAR;

     2)   do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any such
          Form 3, 4, 5 or Form ID and timely file such Forms 3, 4, 5 or Form ID,
          including amendments thereto;

     3)   execute and file Form 144 in accordance with Rule 144 of the
          Securities Act of 1933, as amended, and the rules thereunder;

     4)   do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any such
          Form 144 and timely file such Form 144;

     5)   execute and file Schedules 13D and 13G in accordance with all
          applicable laws;

     6)   take any other action of any type whatsoever in connection with the
          foregoing, which, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such
          attorney-in-fact's discretion.

                [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

     The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. Each of the attorneys-in-fact named herein shall have the power to act
hereunder with or without the other. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is Och-Ziff assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed on the date set forth below.

     Signature                     Title                          Date

  /s/ Joel Frank             Chief Financial Officer,       November 13, 2007
---------------------     Executive Managing Director
Joel Frank                       and Director

                    Signature Page to Frank Power of Attorney

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Shares ⁽¹⁾	8281849 ⁽¹⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Och-Ziff Operating Group A Units ⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Shares	7039456 ⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	D
Och-Ziff Operating Group A Units ⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Shares	1242393 ⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	I	Held by The Joel M. Frank 2007 Annuity Trust ⁽⁴⁾ ⁽⁵⁾

Explanation of Responses:
(1)	Class B Shares of Och-Ziff Capital Management Group LLC (the "Company") entitle the holder to one vote per share and generally vote together with the Class A Shares of the Company as a single class on matters submitted to a vote of securityholders. Upon the exchange of an Och-Ziff Operating Group A Unit (as described in note 2) for a Class A Share, one Class B Share will be cancelled for no consideration.
(2)	An Och-Ziff Operating Group A Unit consists of one Class A Common Unit of each of OZ Advisors LP, OZ Advisors II LP and OZ Management LP (collectively, the "Operating Group Partnerships"). Pursuant to an exchange agreement, the Reporting Person may, subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Operating Group Partnerships, exchange Och-Ziff Operating Group A Units for Class A Shares of the Company on a one-for-one basis, subject to exchange rate adjustments for splits, distributions and reclassifications. Exchanges generally may be made as and when approved by an exchange committee during the five-year period following the Company's initial public offering and quarterly thereafter. (Continued in Footnote 3)
(3)	The Class A Shares and the Class B Shares entitle the holder to one vote per share, and the Class A shareholders and the Class B shareholders generally vote together as a single class on matters submitted to a vote of securityholders. Upon the exchange of an Och-Ziff Operating Group A Unit for a Class A Share, one Class B Share of the Company will be cancelled for no consideration.
(4)	The Och-Ziff Operating Group A Units listed here are held in a trust for the benefit of members of the Frank family. The Reporting Person is the trustee of The Joel M. Frank 2007 Annuity Trust.
(5)	Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any such interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Frank Joel C/O OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC, 9 WEST 57TH STREET, NEW YORK, NY 10019	X		Chief Financial Officer

Signatures
/s/ Jeffrey Blockinger, attorney-in-fact		11/13/2007
^** 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 5(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 control number.