Subject: File No. 265-28
From: John Chevedden

April 8, 2013

April 4, 2013

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

# 1 NASDAQ OMX Group, Inc. (NDAQ)
Preliminary Annual Meeting Proxy

Ladies and Gentlemen:

The company should disclose that shareholders really need to get fired up about the attached proposal IV for it to have any chance given the mild level of management support and the need for approval from 67% of shares outstanding.

Management could not even get 67% support for its 2012 say on pay proposal only 62% per the attachment.

Sincerely,

John Chevedden

cc: Kenneth Steiner

Joan Conley [email address redacted]
Senior Vice President and Corporate Secretary
PH: [redacted]
FX: [redacted]