The Nasdaq Stock Market Inc. announced that it plans to offer 18.5 million shares of its common stock to help pay down down debt associated with its acquisition of a stake in the London Stock Exchange plc.

Nasdaq intends to use the net proceeds from the offering to repay a portion of its existing bank debt. Any remaining proceeds will be used for general corporate purposes. Banc of America Securities LLC and Credit Suisse are acting as joint book-running managers for the offering.

The exchange also reported first quarter net income of $US18.0 million, an increase of 41.7% from the first quarter of 2005, and an increase of 5.3% from the fourth quarter of 2005. These favorable results are primarily driven by contributions from recent acquisitions, improvements in trading market share, and ongoing efforts to improve operational efficiency, it noted.

It is also raising guidance for the full-year 2006. Nasdaq predicts net income in the range of $US63.0 million to $US73 million for the year, including the impact of charges associated with Nasdaq’s cost reduction program, INET integration, and loss on extinguishment of debt noted below.

Robert Greifeld, CEO, commented, “Nasdaq’s strong first quarter performance demonstrates our ability to simultaneously execute our integration, cost reduction, and top-line growth initiatives. During the quarter we grew gross margin for the sixth consecutive quarter and witnessed market share gains in the trading of all U.S. listed equities.”

“As the premier equity marketplace, Nasdaq is extremely well positioned to compete aggressively and to capitalize on future growth opportunities. Our strong competitive position allows us to take the necessary strategic steps to enhance shareholder value in the rapidly evolving global capital markets,” he added.

Nasdaq’s CFO, David Warren, said, “Nasdaq’s integration of INET is proceeding well, allowing us to move forward as planned with the execution of our core business strategy and our cost reduction plan. Our revised 2006 outlook calls for gross margin and net income growth of approximately 20% and 10%, respectively, from prior year and reflects our confidence in attaining our operating objectives.”