Washington, D.C. 20549

                                FORM 12b-25

                        NOTIFICATION OF LATE FILING

                                           Commission File Number:

(Check One):
   [ ] Form 10-K  [ ] Form 11-K  [ ] Form 20-F  [X] Form 10-Q  [ ] Form N-SAR

   For Period Ended:   March 31, 2001

   [ ] Transition Report on Form 10-K
   [ ] Transition Report on Form 20-F
   [ ] Transition Report on Form 11-K
   [ ] Transition Report on Form 10-Q
   [ ] Transition Report on Form N-SAR
   For the Transition Period Ended:

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           Nothing in this form shall be construed to imply that
       the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

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Full Name of Registrant

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Former Name if Applicable

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Address of Principal Executive Office (Street and Number)

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City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rules 12b-25(b), the
following should be completed.
(Check box if appropriate)

[X]      (a)      The reasons described in reasonable detail in Part III of
                  this form could not be eliminated without unreasonable
                  effort or expense;

[X]      (b)      The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or
                  portion thereof, will be filed on or before the fifteenth
                  calendar day following the prescribed due date; or the
                  subject quarterly report of transition report on Form
                  10-Q, or portion thereof will be filed on or before the
                  fifth calendar day following the prescribed due date; and

[  ]     (c)      The accountant's statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.


State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be
filed within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)

         Please see Attachment A


(1)      Name and telephone number of person to contact in regard to this

         David P. Warren                  (212)                858-5173
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         (Name)                        (Area Code)         (Telephone Number)

(2)      Have all other periodic reports required under Section 13 or 15(d)
         of the Securities Exchange Act of 1934 or Section 30 of the
         Investment Company Act of 1940 during the preceding 12 months or
         for such shorter period that the registrant was required to file
         such report(s) been filed? If answer is no, identify report(s).

         [X] Yes           [ ] No

         Please note that The Nasdaq Stock Market, Inc. (the "Company"),
became subject to the reporting requirements of the Securities Exchange Act
of 1934 on June 29, 2001. Therefore, the periodic report on Form 10-Q for
the first quarter ended March 31, 2001 to which this Form 12b-25 relates
will be the first periodic report filed by The Nasdaq Stock Market, Inc.
pursuant to the Securities Exchange Act of 1934.

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(3)      Is it anticipated that any significant change in results of
         operations from the corresponding period for the last fiscal year
         will be reflected by the earnings statements to be included in the
         subject report of portion thereof?

         [X] Yes                    [ ] No

         If so, attach an explanation of the anticipated change, both
         narratively and quantitatively, and, if appropriate, state the
         reasons why a reasonable estimate of the results cannot be made.

         Please see Attachment A

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                       THE NASDAQ STOCK MARKET, INC.
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                (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date:  August 9, 2001                 By: /s/David P. Warren
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                                            David P. Warren
                                            EXECUTIVE VICE PRESIDENT, CHIEF
                                            ADMINISTRATIVE OFFICER AND ACTING
                                            CHIEF FINANCIAL OFFICER

INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.

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         Intentional misstatements or omissions of fact constitute
              Federal Criminal Violations (See 18 U.S.C. 1001)
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                                                              Attachment A

         The Company and the staff (the "Staff") of the U.S. Securities and
Exchange Commission have been engaged in discussions with respect to the
application of Staff Accounting Bulletin No. 101 ("SAB 101") to the
Company's recognition of revenue from the services it provides to issuers
listed on Nasdaq. SAB 101 became effective in the fourth quarter of 2000.
In connection with the Company's discussions with the Staff, the Company's
management and its outside independent accountants are devoting substantial
time and effort to collecting and reviewing historical listing data. In
light of the fact that the Company's discussions with the Staff about the
outcome of the data review have not been concluded, the Company is unable
to timely file the Form 10-Q for the first quarter ended March 31, 2001. In
addition, until these discussions are concluded, the Company is unable to
provide a reasonable estimate as to any impact on its results of operations
for its quarter ended March 31, 2000.