Notice to Members 04-27

NASD Solicits Member Vote on Amendments to NASD By-Laws to Reconfigure NASD Board

Last Voting Date: May 6, 2004

NASD invites members to vote to approve amendments to the NASD By-Laws that will: eliminate two seats on the NASD Board of Governors (NASD Board) that are currently reserved for representatives of the American Stock Exchange (Amex); eliminate the required inclusion of an Amex-affiliated Governor on the Executive Committee of the NASD Board; eliminate references to Amex from the definitional and conflict-of-interest provisions of the NASD By-Laws; and make certain clarifying amendments. The last voting date is May 6, 2004. The text of the proposed amendments follows this Notice.

Questions concerning this Notice may be directed to T. Grant Callery, Executive Vice President and General Counsel, at (202) 728-8285; or Anne H. Wright, Associate Vice President and Associate General Counsel, at (202) 728-8815.