SR-NASD-2007-056

Proposed Rule Change to Establish a Membership Waive-in Process for Certain NYSE Member Organizations

NASD is filing with the Securities and Exchange Commission (“SEC” or “Commission”) a proposed rule change to establish Interpretive Material 1013-1 (“IM-1013-1”), a membership waive-in process for certain New York Stock Exchange (“NYSE”) member organizations, and Interpretive Material Section 4(e) to Schedule A of the By-Laws, a membership application fee waiver for those NYSE member organizations that apply for membership pursuant to IM-1013-1. The proposed rule change is submitted in furtherance of the pending proposal to consolidate the member firm regulatory functions of NASD and NYSE Regulation, Inc. (“NYSE Regulation”) (“the Transaction”).