NASDAQ OMX Group (NDAQ)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At a special meeting of stockholders held on September 14, 2005, Nasdaq’s stockholders approved amendments to our Restated Certificate of Incorporation. The amendments were scheduled to take effect upon the implementation of the registration of our wholly owned subsidiary, The NASDAQ Stock Market LLC, as a national securities exchange, which occurred on August 1, 2006. As a result, we filed the amendments with the Secretary of State of the State of Delaware and they were effective as of August 1, 2006. The text of the amendments was included as Annex C to our definitive proxy statement filed on August 22, 2005.

On August 5, 2005, Nasdaq’s board of directors approved amendments to Nasdaq’s By-Laws that were generally intended to recognize Nasdaq’s status as the parent company of a national securities exchange and make conforming changes. The By-Law amendments also took effect upon the implementation of the registration of our exchange subsidiary as a national securities exchange on August 1, 2006. Both the amendments to our Restated Certificate of Incorporation and our By-Laws were approved by the SEC.

Specifically, the By-Law amendments delete provisions that are more appropriate to include in the By-Laws of our exchange subsidiary and add other provisions that are designed to maintain the independence of the exchange’s self-regulatory function from Nasdaq, enable the exchange to operate in a manner that complies with the federal securities laws and facilitate the ability of the exchange and the SEC to fulfill their regulatory and oversight obligations under the Exchange Act. For example, the By-Law amendments provide, among other things, that:

The text of the amended and restated By-Laws is attached to this Form 8-K as Exhibit 3.2.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 31, 2006, we eliminated the Certificates of Designation of our Series A Cumulative Preferred Stock, Series B Preferred Stock and Series C Cumulative Preferred Stock by filing with the Delaware Secretary of State the Certificate of Elimination, a copy of which is attached as Exhibit 3.1 to this Report and incorporated herein by reference. There were no shares outstanding in any of the three series that were being eliminated.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.02 above is incorporated by reference as if fully set forth herein.