MEMORANDUM

To: Public File

From: Sapna C. Patel

Re: Meeting with The Nasdaq Stock Market, Inc. (Nasdaq) Regarding the Market Data Proposal of the Regulation NMS Release

File No.: S7-10-04

RIN: 3235-AJ18

Date: April 27, 2004

Meeting Date and Time: April 1, 2004; 11:00 a.m.

Nasdaq Attendees: Adena Friedman, Tom Davin, and Jeff Davis

SEC Attendees: David Shillman, Steve Williams, Dan Gray, Lois Lightfoot, and Sapna Patel

Nasdaq met with Commission staff to discuss the Market Data Proposal of Regulation NMS and, in particular, the proposed new formula for allocating market data net income to the self-regulatory organizations that participate in the joint industry plans. Nasdaq asked several questions in order to better understand the proposed allocation formula. Nasdaq also discussed the alternative models outlined in the Commission's release regarding the dissemination of market information. Nasdaq stated that it would set forth its comments and concerns in the form of a comment letter on proposed Regulation NMS.