Mail Stop 4561


								September 27, 2005


By U.S. Mail and facsimile to (212) 401 1024

David P. Warren
Chief Financial Officer
The Nasdaq Stock Market Inc.
One Liberty Plaza
New York, NY  10006

Re:	The Nasdaq Stock Market Inc.
	Form 10-K for the Fiscal Year Ended December 31, 2004
Forms 10-Q for the Quarters Ended March 31, 2005 and June 30, 2005
	File No. 000-32651

Dear Mr. Warren:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please be as detailed as necessary in
your explanation.  In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.








Form 10-K for the Fiscal Year Ended December 31, 2004

Financial Statements

Note 2 - Summary of Significant Accounting Policies, page F-8

Revenue Recognition and Cost of Revenues, page F-12

1. We note your disclosure that Nasdaq Financial Products`
revenues
are recognized when earned.  Please tell us and in future filings
disclose the terms of your licensing agreements and how your
revenue
recognition policy for these revenues is consistent with SAB Topic
13.

2. Please provide us with your analysis pursuant to EITF 99-19 as
it
relates to the presentation of your Nasdaq Market Center and
Nasdaq
Market Services Subscriptions revenues for the periods presented.
In
future filings please describe the critical elements of these
revenues and how they impact your application of EITF 99-19 in
your
Critical Accounting Policies disclosures in MD&A.

Note 9 - Goodwill and Intangible Assets, page F-27

3. We note your disclosure on page F-28 that both technology and
customer relationships intangible assets are being amortized over
a
ten-year estimated average useful life.  Please tell us how you
determined the estimated average useful lives of each of these
intangible assets.  In your analysis, address points raised in
your
discussion of Risk Factors regarding competition, rapidly changing
technology, evolving industry standards, frequent enhancements to
existing services and products, the introduction of new services
and
products, and changing customer demands.

Note 18 - Segments, page F-38

4. We note that your MD&A contains significant disclosure
regarding
operations and revenues for your Corporate Client Group and Nasdaq
Financial Products lines of business.  Please tell us whether you
consider the Corporate Client Group and Nasdaq Financial Products
lines of business to be separate operating segments.  Tell us what
management reports are regularly reviewed by your chief operating
decision maker and how your organizational structure supports your
determination of operating and reportable segments.  Please refer
to
paragraphs 10 - 15 of SFAS 131.



5. If you consider your Corporate Client Group and Nasdaq
Financial
Products to be operating segments, please provide us with your
analysis supporting the aggregation of these two operating
segments
into the Issuer Services reportable segment.  Please refer to
paragraphs 16 and 17 of SFAS 131.

Form 10-Q for the Quarterly Period Ended June 30, 2005

Note 2 - Basis of Presentation, page 4

6. Please tell us and in future filings describe the nature and
terms
of the Limitation of Liability Rule and its effect on your
accounting
policies and reporting considerations.  Tell us how this change in
liability impacts your measurement and timing of revenues
recognized
and whether you incur a contingent liability as a result of the
provisions of this new rule.

Note 4 - Acquisition of Instinet Group, page 8

7. We note your disclosure on page 8 that you expect the
acquisition
of Instinet to be dilutive to Nasdaq`s stockholders for up to 12
months.  Please tell us and in future filings explain your basis
for
this disclosure.  Describe the significant contributors to the
dilutive effect and the changes in these factors after the 12
months
that will result in the acquisition being accretive.

8. We note that you present the warrants issued in conjunction
with
the proposed acquisition of Instinet as mezzanine equity on your
Balance Sheet.  Please tell us the terms of the warrants and
provide
us with your analysis supporting the financial statement
presentation.

9. Please tell us how you considered the provision that reverts
the
$240 million of convertible notes to the original terms if the
acquisition of Instinet does not occur in your analysis for
concluding that the restructuring was a substantial modification
of
terms under EITF 96-19.
* * * * *

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please file
your
response on EDGAR.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.





	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Matthew Komar (Staff Accountant) at (202)
551-
3781 or me at (202) 551-3449 if you have questions regarding
comments
on the financial statements and related matters.


      Sincerely,



      Joyce Sweeney
								Accounting Branch Chief

David P. Warren
The Nasdaq Stock Market Inc.
September 27, 2005
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