S-8

As filed with the Securities and Exchange Commission on May 31, 2006

Registration Statement No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

NOMURA HORUDINGUSU KABUSHIKI KAISHA

(Exact Name of Registrant as Specified in Its Charter)

NOMURA HOLDINGS, INC.

(Translation of Registrant’s name into English)

Japan	None
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

9-1, Nihonbashi 1-chome

Chuo-ku, Tokyo, 103-8645

Japan

(81-3-5255-1000)

(Address of Principal Executive Offices)

Stock Acquisition Rights (No.3) of Nomura Holdings, Inc.

(Full Title of the Plan)

Nomura Securities International, Inc.

2 World Financial Center, Building B

New York, New York 10281-1198

(212-667-9300)

(Name, Address and Telephone Number of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee (1)
Common Stock	1,338,000 shares	$	00.01	$	13,380.00	$	1.44

(1) The proposed maximum offering price per unit was derived, pursuant to Rule 457(h), from the price at which an option may be exercised, ¥1 per share, translated into dollars based on an exchange rate of ¥112.80 per dollar, the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York on May 24, 2006.

PART I

Item 1. PLAN INFORMATION

All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

Item 2. REGISTRANT INFORMATION AND EMPLOYEE ANNUAL INFORMATION

All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I to Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, or sections of documents, as applicable, filed by Nomura Holdings, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference and made a part hereof:

(1) The Registrant’s annual report on Form 20-F for the fiscal year ended March 31, 2005; and

(2) Any report on Form 6-K submitted by the Registrant to the Commission prior to termination of this registration statement and identified by the Registrant as being incorporated by reference in this registration statement.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. In addition, any report on Form 6-K submitted by the Registrant to the Commission during such period and identified by the Registrant as being incorporated by reference in this registration statement shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of submission of such report.

Item 4. DESCRIPTION OF SECURITIES

Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 330 and Article 402, Paragraph 3 of the Corporation Law of Japan (the “Corporation Law”) make the provisions of Section 10, Chapter 2, Book III of the Civil Code of Japan applicable to the relationship between the Registrant and its directors and executive officers, respectively. Section 10, among other things, provides in effect that:

(1) Any director or executive officer of a company may demand advance payment of expenses which are considered necessary for the management of the affairs of such company entrusted to him;

(2) If a director or an executive officer of a company has defrayed any expenses which are considered necessary for the management of the affairs of such company entrusted to him, he may demand reimbursement therefor and interest thereon after the date of payment from such company;

(3) If a director or an executive officer has assumed an obligation necessary for the management of the affairs of a company entrusted to him, he may require such company to perform it in his place or, if it is not due, to furnish adequate security; and

(4) If a director or an executive officer, without any fault on his part, sustains damage through the management of the affairs of a company entrusted to him, he may demand compensation therefor from such company.

The Registrant pursuant to article 427, Paragraph 1 of the Corporation Law has entered into agreements with its “outside directors” as defined in article 2, Item 15 of the Corporation Law under which, if such directors become liable for damages to the Registrant pursuant to Article 423, Paragraph 1 of the Corporation Law, for any reason attributable to their duties performed in good faith and without gross negligence, such liability is limited to certain amounts. Such limitation is generally enforceable as between the Registrant and such directors under Japanese law. Such agreements may not be available for certain violations of U.S. federal securities law and may be determined by courts of the United States to be unenforceable in such circumstances.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

Item 8. EXHIBITS*

4.1	Articles of Incorporation of the Registrant (incorporated by reference to the Annual Report on Form 20-F (File No. 1-15270) filed on June 29, 2005)
4.2	“Pursuant to the Enactment of the Corporation Law the Following Items to Be Deemed to Be Listed in the Articles of Incorporation”
4.3	Share Handling Regulations of the Registrant
23.1	Consent of Ernst & Young ShinNihon
24.1	Power of Attorney (included in the signature page)
24.2	Power of Attorney

* Exhibits required by Items 601(b)(5), 601(b)(9), 601(b)(15) and 601(b)(99) of Regulation S-K have been omitted because they are not applicable.

Item 9. UNDERTAKINGS

(1) The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

In a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(2) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Tokyo, Japan on May 31, 2006.

NOMURA HOLDINGS, INC.
By:	/s/ Nobuyuki Koga
Name:	Nobuyuki Koga
Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities on May 31, 2006.

Each person whose signature appears below authorizes Tetsu Ozaki, Senior Managing Director of the Registrant as attorney-in-fact, to sign any amendment, including post-effective amendments, to this registration statement on his behalf, individually and in each capacity stated below, and to file any such amendment.

Signature	Title
/s/ Junichi Ujiie Junichi Ujiie	Chairman of the Board of Directors
/s/ Nobuyuki Koga Nobuyuki Koga	President & Chief Executive Officer Director (Principal Executive Officer)
/s/ Hiroshi Toda Hiroshi Toda	Deputy President & Chief Operating Officer Director
/s/ Kazutoshi Inano Kazutoshi Inano	Deputy President & Co-Chief Operating Officer Director
/s/ Nobuyuki Shigemune Nobuyuki Shigemune	Director
/s/ Yukio Suzuki Yukio Suzuki	Director
/s/ Masaharu Shibata Masaharu Shibata	Director
/s/ Hideaki Kubori Hideaki Kubori	Director
/s/ Haruo Tsuji Haruo Tsuji	Director
/s/ Fumihide Nomura Fumihide Nomura	Director
/s/ Koji Tajika Koji Tajika	Director
/s/ Masafumi Nakada Masafumi Nakada	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ Hideyuki Takahashi Hideyuki Takahashi	Authorized Representative in the United States

EXHIBIT INDEX*

Number	Description
4.1	Articles of Incorporation of the Registrant (incorporated by reference to the Annual Report on Form 20-F (File No. 1-15270) filed on June 29, 2005)
4.2	“Pursuant to the Enactment of the Corporation Law the Following Items to Be Deemed to Be Listed in the Articles of Incorporation”
4.3	Share Handling Regulations of the Registrant
23.1	Consent of Ernst & Young ShinNihon
24.1	Power of Attorney (included in the signature page)
24.2	Power of Attorney

* Exhibits required by Items 601(b)(5), 601(b)(9), 601(b)(15) and 601(b)(99) of Regulation S-K have been omitted because they are not applicable.

EX-4.2

Exhibit 4.2

(Translation)

Pursuant to the Enactment of the Corporation Law

the Following Items to Be Deemed

to Be Listed in the Articles of Incorporation

The Law Concerning Adjustment of Related Laws, Etc. Accompanying the Enforcement of the Corporation Law (2005 Law No. 87) of Japan enacted in accordance with the enactment of the Corporation Law as of May 1, 2006, deems that the items below are provided in the Articles of Incorporation on and after the date thereof. Please be informed that the Articles of Incorporation will be altered according to a resolution by the regular general meeting of shareholders to be held on June 28, 2006 and then the renewed version of the Articles of Incorporation including other alterations will be released.

• The Company shall set up the board of directors, committees and the accounting auditors.

• The Company shall determine, by a resolution of the board of directors instead of a general meeting of shareholders, the particulars listed in the item 2 to the item 4 of the Article 459, Paragraph 1 of the Corporation Law.

• The Company shall issue certificates of shares.

• The Company shall have a manager of the register of shareholders.

EX-4.3

Exhibit 4.3

(Translation)

SHARE HANDLING REGULATIONS

OF

NOMURA HOLDINGS, INC.

(Nomura Horudingusu Kabushiki Kaisha)

CHAPTER I

GENERAL PROVISIONS

Article 1. (Purpose)

Pursuant to Article 11 of the Articles of Incorporation, the purpose of these Share Handling Regulations is to set forth the denominations of share certificates, registration of transfer of title to shares, purchase of shares constituting less-than-a-full-unit, registration of loss of share certificates, request of additional purchase of shares constituting less-than-a-full-unit shares by the Company and any other handling business relating to shares of the Company. Notwithstanding the foregoing, the handling of beneficial owners of shares shall be subject to the provisions of the Japan Securities Depository Center, Inc. (“JASDEC”).

Article 2. (Denominations of Share Certificates)

1. Share certificates of the Company shall be denominated in one hundred shares, one thousand shares, ten thousand shares and one hundred thousand shares. Notwithstanding the foregoing, in respect of any less than one hundred shares, the Company may issue a certificate representing such number of shares.

2. Of the share certificates set forth in the foregoing paragraph, a shareholder may not request the Company to issue any certificate representing any number of shares constituting less-than-a-full-unit shares (“certificate for less-than-a-full-unit shares”), unless such issuance proceeds in accordance with Article 13, Article 23 and Article 24.

Article 3. (Share Registrar)

The share registrar of the Company, its handling place of business and transmitting offices in respect of shares of the Company under these Regulations shall be as follows:

(1) Share registrar

Mitsubishi UFJ Trust and Banking Corporation

4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo

(2) Its handling place of business

Securities Agency Department,

Mitsubishi UFJ Trust and Banking Corporation

4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo

(3) Its transmitting offices

Branch offices throughout Japan of:

Mitsubishi UFJ Trust and Banking Corporation

Head office, branch offices and business offices throughout Japan of:

Nomura Securities Co., Ltd.

Article 4. (Handling Procedures)

1. Any procedure under these Regulations and any application, request, notification, notice or the like relating to the matters the handling of which the Company has entrusted to the share registrar shall be directed to the share registrar.

2. Any application, request, notification or notice under these Regulations, shall be made or given in the form designated by the Company, affixed with the registered seal impression under Article 14 below. In case any person who makes or gives such any application, request, notification or notice or legal representative, if any, cannot affix the registered seal impression, the person shall, upon request by the Company, submit a document showing that he/she is a shareholder or a letter of guarantee.

        3. When any application, request, notification or notice under the foregoing paragraph is made or given by agent, the agent shall submit a power of attorney. When the consent of a curator or assistant is required, a document showing the consent shall be submitted.

CHAPTER II

REGISTRATION OF TRANSFER

Article 7. (Registration of Transfer of Title to Shares)

1. Any person who makes an application for any entry or recordation in the register of sharehloders (“transfer of title to shares”) to shares shall file the application together with the share certificates on which the name of the applicant is stated.

2. When a person who has acquired shares for any cause other than assignment, such as inheritance and bequest, makes an application for the registration of transfer of title to shares, the person shall, upon request by the Company, file a document showing the acquisition in addition to following the procedure under the foregoing paragraph of this Article; provided, however, that it shall not be required to submit share certificates if the share certificates have not been issued.

Article 6. (Registration of Transfer of Title to Shares in Cases Specifically Provided for in Laws or Ordinances)

In case there are some specific requirements for a transfer of shares under laws or ordinances, any person who makes an application for the registration of transfer of title to shares shall, upon request by the Company, file the application together with the share certificates on which the name of the applicant is stated and a document showing the fulfillment of the requirements.

CHAPTER III

REGISTER OF BENEFICIAL OWNERS OF SHARES

Article 7. (Register of Beneficial Owners of Shares)

A beneficial owner of shares shall file a card of beneficial owner of shares through a member of the central depository and clearing system for share certificates and other securities (a “Member”).

Article 8. (Entries in Register of Beneficial Owners of Shares)

Entries in the register of beneficial owners of shares shall be made in accordance with notices with regard to beneficial owners of shares by JASDEC and cards of beneficial owners of shares.

Article 9. (Aggregation)

When a shareholder listed on the register of shareholders and a beneficial owner of shares listed on the register of beneficial owners of shares are considered to be identical based on their addresses and names, the numbers of their respective shares shall be aggregated for the purpose of exercise of rights as a shareholder.

CHAPTER IV

REGISTRATION OF PLEDGE AND INDICATION OF TRUST PROPERTY

Article 10. (Registration of Pledge and Cancellation thereof)

In case of an application for the registration of a pledge on shares or for the alteration or cancellation thereof, the pledgor and the pledgee shall file the application in the form designated by the Company under their joint signatures, together with the share certificates.

Article 12. (Indication of Trust Property and Cancellation thereof)

In case of an application for the indication of trust property with regard to shares or for the cancellation thereof, the trustor or the trustee shall file the application in the form designated by the Company together with the share certificates.

CHAPTER V

NON-POSSESSION OF SHARE CERTIFICATES

Article 12. (Notice of Non-Possession of Share Certificates)

In case of notice of non-possession of share certificates, the notice in the form designated by the Company shall be submitted together with the share certificates. Notwithstanding the foregoing, the submission of share certificates to be newly issued shall not be required.

Article 13. (Application for Delivery of Unpossessed Share Certificates)

1. When a shareholder who has given notice of non-possession of share certificates applies for the issuance of share certificates, the shareholder shall file an application in the form designated by the Company.

2. In the case of paragraph 1 of this Article, the Company may request the shareholder to submit the receipt of application for non-possession of share certificates or any equivalent certificate.

CHAPTER VI

NOTIFICATION OF VARIOUS MATTERS

Article 14. (Notification of Addresses, Names and Seals)

1. Shareholders, beneficial owners of shares and registered pledgees or their legal representatives, if any, shall file notification of their addresses, names and seals in the form designated by the Company. When any change in the matters so notified has occurred, the same process shall be required.

2. Notwithstanding the foregoing paragraph, foreigners can register their signatures in place of seals.

Article 15. (Notification by Shareholders, etc. Residing Abroad)

1. Shareholders, beneficial owners of shares and registered pledgees or their legal representatives, if any, residing in foreign countries shall, in addition to following the procedure under Article 14, either elect their standing proxies or set up their provisional addresses, in Japan and file notification of such standing proxies or provisional addresses. When any change in the matters so notified has occurred, the same process shall be required.

2. The provisions of Article 14 shall apply to the standing proxies.

Article 16. (Representative of Corporation)

1. When a shareholder or beneficial owner of shares is a corporation, the corporation shall file notification of its representative (being one person).

2. When a change of such representative has occurred, the notification thereof shall be filed together with a certificate of the commercial register of the corporation.

Article 17. (Appointment of Representative for Joint Owners of Shares and Change thereof)

Shareholders or beneficial owners of shares owning shares jointly shall appoint their representative (being one person) and file notification thereof in the form designated by the Company, together with the share certificates. When a change of such representative has occurred, the same process shall be required.

Article 18. (Change of Statements in the Register of Shareholders and the Register of Beneficial Owners of Shares and on Share Certificates)

In case of notification of any change of the statements in the register of shareholders and the register of beneficial owners of shares and on the share certificates for any of the following reasons, the notification in the form designated by the Company shall be filed together with the share certificates and a document showing the change. Notwithstanding the foregoing, the submission of the share certificates shall not be required either in case the share certificates have not been issued or in case of any change of the statements in the register of beneficial owners of shares.

(1) Change of surname or given name;

(2) Election, change or termination of power, of legal representative, such as a person to exercise parental power, and guardian;

(3) Change of trade name or corporate name; and

(4) Corporate reorganization.

Article 19. (Special Rules for Notification of Various Matters by Beneficial Owners of Shares)

When a beneficial owner of shares files notification pursuant to this Chapter, the notification shall be filed through the Member with whom the beneficial owner of shares maintains an account. Notwithstanding the foregoing, in case of only a change of the registered seal, it shall not be required to file notification thereof through the Member.

CHAPTER VII

STATEMENTS ON SHARE CERTIFICATES AND

REISSUE OF SHARE CERTIFICATES

Article 20. (Statements on Share Certificates)

1. The name of a shareholder and his/her legal representative, if any, shall be stated on a share certificate.

2. When there is the registration of transfer of title to shares pursuant to Chapter II or when notification is filed pursuant to Article 18 and Article 19, the date of such registration in the register of shareholders shall be stated on the designated space of the share certificate, affixed with a verification seal by the share registrar.

Article 21. (Registration of Pledge and Indication of Trust Property)

1. In case of the registration of a pledge or the alteration or cancellation thereof, such event, as well as the date of such registration in the register of shareholders, shall be stated on the share certificate, affixed with a verification seal by the share registrar.

2. In case of the indication of trust property with regard to shares or the cancellation thereof, such event, as well as the date of such registration in the register of shareholders, shall be stated on the share certificate, affixed with a verification seal by the share registrar.

Article 22. (Reissue due to Division or Consolidation)

1. When a shareholder makes an application for the issuance of new share certificates due to division or consolidation of outstanding share certificates, the shareholder shall file the application in the form designated by the Company together with the share certificates.

2. Notwithstanding the foregoing paragraph, no shareholder can make an application for the issuance of certificates for less-than-a-full-unit shares due to division or consolidation of outstanding share certificates.

Article 23. (Reissue due to Disfigurement or Mutilation)

When a shareholder makes an application for the issuance of new share certificates due to disfigurement or mutilation of outstanding share certificates, the shareholder shall file the application in the form designated by the Company together with the share certificates. Notwithstanding the foregoing, when it is difficult to ascertain the genuineness of the share certificates, the provisions under Chapter VIII shall apply.

Article 24. (Reissue due to Used-up Space)

In case of any change in the statements on a share certificate on which the space for holders’ names have been used up, the Company shall withdraw the share certificate and issue a new one.

CHAPTER VIII

REGISTRATION OF LOSS OF SHARE CERTIFICATES

Article 25. (Request for Registration of Loss of Share Certificates)

A shareholder requesting the registration of loss of share certificates shall file an application in the form designated by the Company together with a document showing the legitimated acquisition of the share certificates, a document showing the loss of share certificates and a document showing personal identification; provided that, in case a shareholder requesting the registration of loss of share certificates is a record holder of such share certificates, only a document showing the loss of share certificates shall be filed together with an application form.

Article 26. (Application for Cancellation of the Registration by the Shareholder Requesting the Registration of Loss of Share Certificates)

When a registrant shareholder of loss of share certificates applies for the cancellation of registration under Article 25, an application form designated by the Company shall be filed.

Article 27. (Application for Cancellation of the Registration by the Holder of the Share Certificates Concerned)

For an application for the cancellation of the registration of loss of share certificates, a shareholder who has the share certificates with such registration shall file an application in the form designated by the Company together with the share certificates and a document showing personal identification; provided that, in case of an application for the cancellation thereof made by a shareholder or a registered pledgee, no document showing personal identification shall be necessary to be submitted.

Article 28. (Notification of Various Matters)

Articles 14 through 18 shall be applied for any change in the statements in the register of loss of share certificates if a registrant of loss of share certificates is neither a shareholder nor a registered pledgee.

CHAPTER IX

PURCHASE OF LESS-THAN-A-FULL-UNIT SHARES

Article 29. (Purchase Request)

1. When a shareholder makes a request for the purchase of less-than-a-full-unit shares, the shareholder shall file the request in the form designated by the Company with the handling place of business or any of the transmitting offices in respect of shares of the Company set forth in Article 3 (the “purchase request place”). If certificates have been issued in respect of the less-than-a-full-unit shares, the certificates therefor shall be submitted.

2. When a beneficial owner of shares makes a purchase request under the foregoing paragraph, such purchase request shall be filed through the Member with whom the beneficial owner of shares maintains an account.

Article 30. (Purchase Price)

The purchase price per share of less-than-a-full-unit shares shall be the closing price on the Tokyo Stock Exchange, Inc. (the “TSE”) on the day on which in the case of paragraph 1 of Article 29, the document set forth therein reaches the purchase request place or in the case of paragraph 2 of Article 29, the document reaches the handling place of business of the share registrar set forth in Article 3 (if there is no trading on the TSE on the specified day above, the first price validly made thereafter).

Article 31. (Payment of Purchase Price)

1. The purchase price of the less-than-a-full-unit shares shall be paid, unless otherwise provided by the Company, at the purchase request place within seven business days (which shall be business days at the place where the purchase request place is located) counting from the day on which the purchase price is determined.

2. Notwithstanding the foregoing paragraph, when the purchase price is cum rights to receive dividends, receive shares allocated upon a stock split or otherwise, the purchase price shall be paid not later than the record date.

3. When the Company pays the purchase price set forth in paragraph 1 or 2 of this Article, the Company shall withhold an amount equivalent to the fee set forth in Article 42.

4. The requesting shareholder may request the Company to pay the purchase price by remittance to his/her designated bank account or in cash by postal transfer.

Article 32. (Transfer of Purchased Shares)

Title to the shares requested to be purchased shall pass to the Company on the date on which the Company has completed the payment of the purchase price set forth in Article 31 or the procedure therefor.

CHAPTER X

Item 2. ADDITIONAL PURCHASE OF LESS-THAN-A-FULL-UNIT SHARES

Article 33. (Additional Purchase Request)

1. When a shareholder or a beneficial owner of shares with a less-than-a-full-unit shares makes a request (the “additional purchase request”) to the Company to the effect that the Company sells shares which will become a full unit of shares, together with the less-than-a-full-unit shares, the shareholder shall submit the additional purchase request form together with the certificates (collectively, hereinafter referred to as the “documents for the additional purchase request”) and the estimated additional purchase amount set forth in the next Article with the handling place of business or any of the transmitting offices in respect of shares of the Company set forth in Article 3. If share certificates have not been issued, the share certificates shall not be submitted.

2. When a beneficial owner of shares makes the additional purchase request under the foregoing paragraph, such additional purchase request shall be made through the Member and the JASDEC.

Article 34. (Estimated Additional Purchase Amount)

1. The estimated additional purchase amount shall be an amount as the product of the sum, which is equal to the product of the closing price on the TSE on the business day that is immediately preceding the day on which the documents for the additional request purchase reach the handling place of business or any of the transmitting offices in respect of shares of the Company (if there is no trading on the TSE on the specified day above, the closing price validly made on the latest preceding day) and the number of shares in respect of the additional purchase request, and 1.3. Resulting amount less than one-thousand (1,000) yen unit shall be rounded up. The estimated additional purchase amount shall be determined by Nomura Securities Co., Ltd. in case the transmitting office becomes any of head or branch offices of Nomura Securities Co., Ltd. The handling for the case of the additional purchase request made by a beneficial owner of shares shall be carried on in accordance with a procedure set forth by JASDEC.

2. The Company shall not handle the additional purchase request if the estimated additional purchase amount falls short of the amount under the foregoing paragraph in case the additional purchase request under the foregoing Article is made.

Article 35. (Additional Purchase Request Over Outstanding Balance of Treasury Shares)

If the aggregated number of shares in respect of the additional purchase request each made on a same day exceeds the number of treasury shares to be transferred held by the Company, no additional purchase request made on that day shall come into effect.

Article 36. (Effective Date of Additional Purchase Request)

The additional purchase request shall come into effect on the day on which the documents for the additional purchase request set forth in Article 33 and the estimated additional purchase amount set forth in Article 34 reach the handling place of business or any of the transmitting offices in respect of shares of the Company.

Article 37. (Period of Suspension for Additional Purchase Request)

1. The Company shall suspend its handling of the additional purchase request in every year during the period from a day that is twelve (12) business days prior to 31^st March and the period from a day that is twelve (12) business days prior to 30^th September.

2. Notwithstanding the foregoing paragraph, in case any of the head or branch offices of Nomura Securities Co., Ltd. becomes the transmitting office, the Company shall suspend its handling of the additional purchase request in every year during the period from a day that is sixteen (16) business days prior to 31^st March to 31^st March and the period from a day that is sixteen (16) business days prior to 30^th September to 30^th September.

3. Notwithstanding the foregoing two paragraphs, if it is deemed to be necessary, the Company shall be able to set up any other appropriate period of suspension for additional purchase requests.

Article 38. (Additional Purchase Price)

1. The additional purchase price per share of per less-than-a-full-unit share shall be the closing price on the TSE on the effective date of the additional purchase request (if there is no trading on the TSE on the specified day above, the first price validly made thereafter).

2. If the estimated additional purchase amount set forth in Article 34 falls short of an aggregated sum of the additional purchase price under the foregoing paragraph and the fees set forth in Article 42 (the “additional purchase amount”), such shortfall shall be demanded to the requesting shareholder. In this regard, such additional purchase request shall be cancelled if such shortfall is not paid within five business days after the day immediately following a day on which such shortfall is demanded.

Article 39. (Receipt of Additional Purchase Amount)

1. The Company shall receive the additional purchase amount from the estimated additional purchase amount on the sixth business day from the day on which the additional purchase price is determined or the day immediately following a day on which the shortfall under paragraph 2 of foregoing Article is paid; provided that, in case the additional purchase price is cum rights to receive dividends, receive shares allocated upon a stock split or otherwise, the additional purchase amount shall be paid not later than the record date or the allocation date.

2. The Company shall repay the balance after subtracting the additional purchase amount under the foregoing paragraph from the estimated additional purchase amount by remittance to the bank account designated by the requesting shareholder or in cash by postal transfer.

Article 40. (Transfer of Additionally Purchased Shares)

Title to the treasury shares requested to be additionally purchased shall pass to the shareholder or a beneficial owner of shares on the date on which the Company has completed the receipt of the additional purchase amount set forth in paragraph 1 of the foregoing Article.

Article 41. (Delivery of Share Certificates)

The certificates in respect of the shares which amounted to a full unit of shares by the additional purchase request shall be issued without delay, and it shall be delivered to the requesting shareholder. Provided that the handling in case of the additional purchase request made by a beneficial owner of shares may be carried on otherwise.

CHAPTER XI

FEES

Article 42. (Fees)

The fees for the handling of shares of the Company shall be as follows:

(1) When the Company delivers share certificates pursuant to Article 13, Article 22 and Article 23:

300 yen per sheet of share certificates.

(2) For a request for the registration of the loss of outstanding share certificates pursuant to Article 25:

10,000 yen per request

500 yen per sheet of share certificates.

(3) For a purchase of less-than-a-full-unit shares pursuant to Article 29 and an additional purchase pursuant to Article 33:

An amount obtained in accordance with the following formula as equivalent to the brokerage commission for 100 shares, prorated according to the number of shares so purchased or additionally purchased, for each case of purchase.

(Formula)

The fee shall be measured through the way where at first, the purchase price per share determined under Article 30 or the additional purchase price per share determined under Article 38 shall be multiplied by 100 shares (the “assumed total amount”) and then calculated by using the following ratios to the assumed total amount.

The first 1,000,000 yen	1.150	%
More than 1,000,000 yen to 5,000,000 yen (inclusive)	0.900	%
More than 5,000,000 yen to 10,000,000 yen (inclusive)	0.700	%
More than 10,000,000 yen to 30,000,000 yen (inclusive)	0.575	%
More than 30,000,000 yen to 50,000,000 yen (inclusive)	0.375	%
(If there is any fraction of 1 yen, it shall be disregarded.)

Provided, however, that if the amount so obtained per 100 shares falls under 2,500 yen, it shall be 2,500 yen.

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SUPPLEMENTARY PROVISION

These Regulations shall come into force as from October 1, 2001.

DATES OF AMENDMENTS

January 15, 2002 June 17, 2002 April 1, 2003 June 26, 2003 June 25, 2004 June 17, 2002 January 4, 2005 October 1, 2005 May 1, 2006

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Stock Acquisition Rights (No. 3) of Nomura Holdings, Inc. of our report dated May 18, 2005 (except for Notes 12 and 14, as to which the date is June 28, 2005) with respect to the consolidated financial statements of Nomura Holdings, Inc. and subsidiaries included in its Anual Report (Form 20-F) for the year ended March 31, 2005, filed with the Securities and Exchange Commission.

/s/ Ernst & Young ShinNihon

Tokyo, Japan

May 31, 2006

EX-24.2

EXHIBIT 24.2

Power of Attorney

Nomura Holdings, Inc. (the “Company”), hereby constitutes and appoints Tetsu Ozaki, Senior Managing Director of the Company, its true and lawful attorney-in-fact, to sign any and all amendments, including post-effective amendments, to the Company’s registration statement on Form S-8 relating to Stock Acquisition Rights (No.3) of Nomura Holdings, Inc. and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission.

IN WITNESS WHEREOF, this power of attorney has been executed on behalf of the Company by its President and Chief Executive Officer thereunder duly authorized on the 31st day of May, 2006.

NOMURA HOLDINGS, INC.
By:	/s/ Nobuyuki Koga
Name:	Nobuyuki Koga
Title:	President and Chief Executive Officer