NASDAQ OMX Group (NDAQ)

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The sale of the LSE shares to Borse Dubai obligated Nasdaq to repay the Credit Agreements in full. See the discussion above under Item 1.02, which is incorporated by reference herein.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 1, 2007

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On May 2, 2006, The Nasdaq Stock Market, Inc. received approximately $665.2 million in net proceeds in connection with its previously disclosed equity offering of 18,500,000 shares of common stock. The equity offering triggered a mandatory prepayment obligation under our Bank of America Tranche C term loan credit facility equal to 100% of the net proceeds from the equity offering. Consistent with Nasdaq’s stated use of proceeds in its prospectus supplement previously filed in connection with the equity offering, Nasdaq made the prepayment to the lenders in accordance with the terms of the Tranche C term loan.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

Information contained in the response to Item 1.02 above is fully incorporated herein by reference.