SR-NASD-2006-135

Proposal Relating to Implementation of Certain Approved Rule Changes Reflecting the Complete Separation of Nasdaq from NASD

NASD is filing with the Securities and Exchange Commission ("SEC" or "Commission") a proposed rule change relating to a phased implementation of SR-NASD-2006-104, which was approved by the Commission on November 21, 2006. Specifically, NASD is proposing to implement on December 20, 2006 amendments to the Plan of Allocation and Delegation of Functions by NASD to Subsidiaries ("Delegation Plan") and the By-Laws of NASD, NASD Regulation and NASD Dispute Resolution, and the deletion of The Nasdaq Stock Market Inc. ("Nasdaq") By-Laws, which were previously approved in SR-NASD-2006-104, to reflect Nasdaq's complete separation from NASD, and, on that same date, dissolve NASD's controlling share in Nasdaq.