This paper presents a Multi-channel MAC protocol with channel grouping for multi-channel ad-hoc networks. The proposed protocol has both concepts of the multiple rendezvous and the single control channel protocols, which were proposed as a MAC protocol for multi-channel ad-hoc network without centralized stations. In the proposed protocol, all the channels are divided into some groups and each group has a control channel. Network nodes circulate among the groups and channel negotiations are carried out on a control channel of the group. By applying the channel grouping, it is possible to enhance network throughput without reducing the channel-usage probability. Because there is an optimum group number for obtaining the highest throughput, this paper gives analytical expressions of maximum network throughput for the proposed protocol as a function of system parameters. The effectiveness of the proposed protocol is shown from simulation results. In addition, the validity of the analytical expressions is confirmed from quantitative agreements between analytical predictions and simulation results.