Nasdaq Stock Market, Inc.

March 18, 2003

Mr. Jonathan G. Katz
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

Re: File No. S7-02-03
Release Nos. 33-8173, 34-47137, and IC-25885: Standards Relating to Listed Company Audit Committees (the "Proposing Release")

Dear Mr. Katz:

The Nasdaq Stock Market, Inc. ("Nasdaq") submits this letter to supplement its February 27, 2003 letter to Securities and Exchange Commission (the "Commission").

The Commission has proposed in Section 240.10A-3(c)(2)(i)(A) to exempt foreign private issuers from certain audit committee requirements, provided the securities of the foreign private issuer are also listed or quoted on a securities exchange or inter-dealer quotation system outside the United States.

Based on further analysis, including comments we have received from foreign private companies listed on Nasdaq, we believe that the proposed rule would unfairly burden non-U.S. companies that are solely listed in the United States. Such companies would not be exempted even though they are required to meet corporate governance standards that are mandated by home country law. These companies would be forced either to list in their home country, to receive the exemption, or to consider delisting, or not listing at all, in the U.S. markets. This would be an unnecessarily harsh result given that such companies must comply with home country corporate governance practices regardless of whether they are also listed in the United States. Therefore, we recommend that the proposed exemption be amended so that it would be available to any foreign private issuer, without regard to whether the issuer was also listed in its home country market.

We hope that these comments have been helpful. Please contact me if you would like Nasdaq to provide any further information.


Edward S. Knight

cc: Jeffrey Minton, Esq.