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


                               July 26, 2001
              ------------------------------------------------
              Date of Report (Date of Earliest Event Reported)


                       The Nasdaq Stock Market, Inc.
              ------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)


      Delaware                      000-32651                52-1165937
--------------------------       -----------------        -----------------
(State or Other Jurisdiction      (Commission File           (IRS Employer
   of Incorporation)                   Number)             Identification No.)


                             One Liberty Plaza
                          New York, New York 10006
            ---------------------------------------------------
           (Address of Principal Executive Offices and Zip Code)


                               (212) 858-4750
            ---------------------------------------------------
            (Registrant's Telephone Number, Including Area Code)

                                    N/A
          --------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)






Item 5.      Other Events.
             ------------

         See attached Exhibit 99.1, press release announcing that,
         effective upon the approval of the applicable board, Frank G. Zarb
         will be stepping down as Chairman of The Nasdaq Stock Market, Inc.
         ("Nasdaq") as well as Chairman of the National Association of
         Securities Dealers, Inc. (the "NASD"). Hardwick Simmons, Chief
         Executive Officer of Nasdaq, will succeed Mr. Zarb as Chairman of
         Nasdaq and Robert R. Glauber, President and Chief Executive
         Officer of the NASD, will succeed Mr. Zarb as Chairman of the
         NASD. Nasdaq's board of directors is scheduled to vote on the
         management change on September 26, 2001 and the NASD board of
         governors is scheduled to vote on the management change on
         September 20, 2001.






                                 SIGNATURE

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

Date:  July 27, 2001
                                    THE NASDAQ STOCK MARKET, INC.

                                    By:  /s/ Edward S. Knight
                                        ----------------------
                                             Edward S. Knight
                                             Executive Vice President and
                                             General Counsel




                                                          Exhibit 99.1
                                                          ------------


 [NASD Press Release logo]

                            For Release: July 26, 2001
                                Contact: Andy MacMillan
                                         212-858-4150
                                         Nancy Condon
                                         202-728-8379
                                         Scott Peterson
                                         202-728-8955

 Robert Glauber and Wick Simmons Named to Replace Frank Zarb as
 Chairmen of NASD and NASDAQ

 New York, NY--The National Association of Securities Dealers, Inc.
 (NASD(R)) announced today that its Board of Governors has approved an
 executive management transition plan to be voted on at its Board meeting
 in September that will name Robert R. Glauber Chairman of the NASD and
 Wick Simmons Chairman of Nasdaq(R). When approved, Frank Zarb will
 relinquish his positions as Chairman of Nasdaq and Chairman of the NASD.
 These changes will become effective upon the NASD Board vote on September
 20 and the Nasdaq Board vote on September 26.

 Zarb, after a distinguished career that saw Nasdaq become one of the most
 recognized and respected markets, will have a continued role with both
 Nasdaq and the NASD until February 2002, including his role as Chairman of
 Nasdaq Europe. Simmons, in addition to becoming Chairman, retains his
 position as Chief Executive Officer of Nasdaq. Glauber retains the titles
 of President and Chief Executive Officer of the NASD.

 "Nasdaq is positioned to continue its growth," said Wick Simmons. "I
 welcome enthusiastically this opportunity to build on what Frank Zarb has
 accomplished, and recognize the critical importance Nasdaq plays in not
 only the life of our U.S. economy, but around the world. That Nasdaq plays
 such a role is testament to Frank's vision and his ability to bring that
 vision to life. Not only do we at Nasdaq owe Frank a debt of gratitude,
 but so does each investor, each public company, each member firm and those
 that will follow."

 Robert Glauber said, "I am honored to succeed Frank Zarb as Chairman of
 the NASD and am grateful to him and the entire Board of Governors for
 their confidence. As the leading self-regulatory organization in the
 securities industry, this is a pivotal time for the NASD. With our new
 independence and focus, we will concentrate on our primary mission of
 fostering the most efficient, transparent and fair securities markets in
 the world. And we have an unprecedented opportunity to strive for similar
 market integrity and investor confidence in exchanges and markets that we
 have not traditionally helped to regulate. These are vital and ambitious
 goals--and it will be my privilege to lead the finest market integrity
 professionals on earth as we pursue them."

 Since joining the NASD as Chairman in February 1997, Zarb has led dramatic
 changes in the markets, notably:

    * Restoring investor confidence in the integrity of Nasdaq and
      raising its image to one of the world's preeminent markets;

    * Leading the NASD through a historic restructuring and
      demutualization, leading up to an IPO for Nasdaq;

    * Being a visionary in the globalization of stock markets. With the
      formation of Nasdaq Japan in June 2000 and Nasdaq Europe in April
      2001, Nasdaq is the only market in the world with stock trading
      operations on three continents;

    * Winning approval for SuperMontage, Nasdaq's next generation trading
      system, which will provide investors and the markets more
      transparency than ever seen before; and

    * Overseeing the launch of Nasdaq's MarketSite, bringing Wall Street to
      Main Street, and providing investors more information than ever
      before.

 Commenting on the moves, Zarb said, "The appointments of Wick and Bob
 insure a smooth transition in leadership this fall for both the NASD and
 Nasdaq. Wick Simmons is showing the kind of leadership and marketing savvy
 that will move Nasdaq to a position of global preeminence. Bob Glauber is
 returning the NASD to its roots as a self-regulatory organization and has
 continued to foster the revitalization of The American Stock Exchange
 (AMEX(R)). The AMEX, under the leadership of its Chairman and Chief
 Executive Officer, Sal Sodano, has thrived and continues to be a
 significant player in the world's financial markets. I am happy to say
 that all three organizations are moving forward and are in good hands."



 Management Background

 Robert R. Glauber, 62, assumed the position of CEO and President of NASD
 on November 1, 2000. Before becoming CEO, Glauber had been an active
 member of NASD's Board since 1996. During the development of the NASD
 restructuring proposal, he chaired the board's Fairness Committee, which
 provided an independent assessment of the proposal.

 Before coming to the NASD, Glauber taught at the Center for Business and
 Government at Harvard University's Kennedy School of Government. Glauber
 joined the Kennedy School faculty in 1992, after serving as Under
 Secretary for Finance at the Treasury Department from 1989 until 1992.
 Glauber served as Executive Director of the Brady Commission task force,
 appointed by President Ronald Reagan to study the 1987 stock market crash.
 Previously, he was a professor for more than two decades at the Harvard
 Business School.

 Glauber serves on a number of boards, including the Federal Reserve Bank
 of Boston.

 Wick Simmons, 61, began as Chief Executive Officer of Nasdaq on February
 1, 2001. Simmons brought over 30 years of securities industry experience
 to Nasdaq. Prior to joining the company, Simmons served as President and
 Chief Executive Officer of Prudential Securities Incorporated, the
 investment and brokerage firm, and Prudential Securities Group Inc., the
 firm's holding company. He is a former member of Prudential Securities'
 Operating Committee and Operating Council and the Prudential Securities
 Group Inc. Board of Directors.

 Prior to joining Prudential in 1991, Simmons was President of the Private
 Client Group at Shearson Lehman Brothers, Inc. In this role, he oversaw
 the firm's Retail organization, which consisted of 10,500 Financial
 Consultants in 475 branches, as well as the Marketing and Sales and
 Financial Services divisions. Simmons began his career in the securities
 industry in 1966 when he became a Financial Advisor at Hayden Stone, a
 predecessor firm of Shearson Lehman Brothers, Inc.

 Frank Zarb, 66, is currently Chairman of both NASD, Inc. and The
 Nasdaq Stock Market, Inc. Prior to joining the NASD in 1997, Zarb
 was Chairman, CEO and President of Alexander & Alexander Services,
 Inc., from June 1994 through January 1997. Before that, he was a
 Vice Chairman and Group Chief Executive of The Travelers, Inc. and
 Chairman and Chief Executive Officer of Smith Barney, a Travelers'
 subsidiary, which he joined in 1988. He was named Group Chief
 Executive in 1993. Zarb was elected a Vice Chairman of Travelers,
 Inc. in 1991. Before joining Smith Barney, he was a senior partner
 of Lazard Freres & Co. from 1978 until 1988.

 From 1974 through 1977, Zarb was the senior official of all United States
 government energy-related activities, serving as Executive Director of the
 Cabinet-level Energy Resources Council, Administrator of the Federal
 Energy Administration, and Assistant to the President for Energy Affairs
 (the "Energy Czar"). Prior to those appointments, he had been Associate
 Director of the Office of Management and Budget from 1973 to 1974 and
 served as Assistant Secretary of Labor between 1971 and 1972. He has
 served in various assignments with Nixon, Ford, Reagan, Bush, and Clinton
 administrations.

 Before entering public service, Zarb acquired considerable experience in
 the securities industry where he began his career with Goodbody and Co. in
 1962. He is a member of the Board of Trustees of the Gerald R. Ford
 Foundation and a former Chairman of the Board of Hofstra University, where
 he still serves as a Board member. Zarb, who earned his B.S. and M.B.A.
 degrees in business from Hofstra University, was awarded an honorary
 Doctor of Law degree by the University and the school's Outstanding
 Scholar Award.

 The NASD is the largest securities-industry, self-regulatory
 organization in the United States. It is the parent organization of
 NASD Regulation, Inc.; the American Stock Exchange, LLC; and NASD
 Dispute Resolution, Inc. For more information about the NASD and its
 subsidiaries, please visit the following Web sites: www.nasd.com ;
 www.nasdr.com; www.amex.com; www.nasdadr.com.

 The Nasdaq Stock Market lists over 4,300 companies, has a larger dollar
 volume, and trades more shares per day than any other U.S. market. For
 more information about Nasdaq, visit the Nasdaq Web site at www.nasdaq.com
 or the Nasdaq NewsroomSM at www.nasdaqnews.com .