FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * WARREN DAVID P   2. Issuer Name and Ticker or Trading Symbol NASDAQ STOCK MARKET INC [NDAQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) ONE LIBERTY PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 11/15/2005 (Street) NEW YORK, NY 10006 4. If Amendment, Date Original Filed(Month/Day/Year) 11/17/2005 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/15/2005   M   14,000 A $ 13 14,000 D   Common Stock 11/15/2005   F   4,872 D $ 37.35 8,705 (1) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 13

11/15/2005

M

14,000

(2)

02/14/2011

Common Stock

14,000

$ 0

55,700

D

Employee Stock Option (Right to Buy)

$ 7.35

(3)

11/15/2014

Common Stock

150,000

150,000

D

Employee Stock Option (Right to Buy)

$ 9.15

(4)

02/18/2014

Common Stock

75,000

75,000

D

Employee Stock Option (Right to Buy)

$ 10.25

(5)

10/04/2011

Common Stock

44,300

44,300

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WARREN DAVID P ONE LIBERTY PLAZA NEW YORK, NY 10006			Executive Vice President

Signatures

/s/ Edward S. Knight, by power of attorney		11/25/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents shares of restricted stock originally granted under The Nasdaq Stock Market, Inc. Equity Incentive Plan.
(2)	Option exercisable as to 23,001 shares on December 31, 2001, as to an additional 11,849 shares on August 14, 2002, as to an additional 11,152 shares on February 14, 2003 and as to an additional 11,849 shares on each of August 14, 2003 and February 14, 2004.
(3)	Options exercisable as to 50% on January 15, 2009 ("tranche 1"), subject to accelerated vesting of the entire tranche 1 on January 15, 2008, or in the alternative, extension of vesting of the entire tranche 1 until January 15, 2010, depending on whether applicable performance goals to be determined by the Board of Directors are met. Options exercisable as to 50% on January 15, 2010 ("tranche 2"), subject to accelerated vesting of the entire tranche 2 on January 15, 2009, or in the alternative, extension of vesting of the entire tranche 2 until January 15, 2011, depending on whether applicable performance goals to be determined by the Board of Directors are met.
(4)	Option exercisable as to 100% on February 18, 2007.
(5)	Option exercisable as to 14,619 shares on December 31, 2001, as to an additional 7,531 shares on August 14, 2002, as to an additional 7,088 shares on February 14, 2003 and as to an additional 7,531 shares on each of August 14, 2003 and February 14, 2004.
Remarks: The purpose of this amendment is to revise certain supporting information included in the original filing.

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