NASDAQ Announces Pricing Of $555.8 Million Offering Of Primary And Secondary Common Stock

The Nasdaq Stock Market, Inc. (NASDAQ: NDAQ), announced today the pricing of a common stock offering of 13,895,229 shares of NASDAQ's common stock at $40.00 per share. The offering consist s of 7,000,000 primary shares and 6,89 5,229 shares of NASDAQ's common stock offered by NASD and certain other stockholders who purchased such shares through the exercise of warrants they purchased in company's 2000 and 2001 private placements. Merrill Lynch & Co., JP Morgan, and Credit Suisse acted as joint book-running managers and Thomas Weisel Partners LLC, Citigroup, Friedman Billings Ramsey, Keefe, Bruyette & Woods, and Sandler O'Neill & Partners, L.P. acted as co-managers. NASDAQ^® and NASD have granted the underwriters an option to purchase up to an additional 2,08 4,284 shares of NASDAQ's common stock to cover over-allotments, if any, which the underwriters may exercise within 30 days of the date of the final prospectus.

A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. The common stock offering is being made by means of a prospectus supplement . This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any of these securities. Copies of the prospectus supplement relating to the offering can be obtained from The Nasdaq Stock Market, Inc., Investor Relations, One Liberty Plaza, New York, New York 10006, (212) 401-8700.

NASDAQ is the largest U.S. electronic stock market. With over 3,200 companies, it lists more companies and, on average, trades more shares per day than any other U.S. market. It is home to companies that are leaders across all areas of business including technology, retail, communications, financial services, transportation, media and biotechnology. NASDAQ is the primary market for trading NASDAQ-listed stocks. For more information about NASDAQ, visit the NASDAQ Web site at http://www.nasdaq.com or the NASDAQ Newsroom at http://www.nasdaq.com/newsroom/ .