M E M O R A N D U M

To:Public File
From:Brian A. Stern
Counsel to Commissioner Glassman
Date:August 26, 2002
Re:File Nos. 10-131; SR-NASD-2001-90

On August 21, 2002, Commissioner Glassman, Mary Head and Brian Stern met with representatives of the the New York Stock Exchange, Inc. (Kathleen Kinney, Richard Ribbentrop, Harry Day and Edward Kwalwasser) to discuss their comments on the above-referenced matters as outlined in their comment letters. They provided a document, a copy of which is attached, discussing the characteristics of an exchange and some of the reasons they do not believe Nasdaq's pending application to register as an exchange satisfies the legal standards.

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