Notice of Proposed Rule Change Relating to NASDAQ Separation from the NASD and the Establishment of the NASD Alternative Display Facility

This filing was withdrawn and replaced by SR-NASD-2005-087.

NASD Regulation, Inc., has filed with the SEC a proposed rule change to amend NASD Rules to reflect Nasdaq’s separation from the NASD upon its approval as a national securities exchange and to establish the rules that will govern trading otherwise than on an exchange, including transactions effected through the NASD Alternative Display Facility (“ADF”). The text of the proposed rule change is attached as Exhibit 1 to this Rule Filing. Proposed new language is underlined; proposed deletions are in brackets. All NASD rules not discussed in this rule filing remain unchanged and effective for all NASD members.