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###### Securities and Exchange Commission

          - [Release No. 34-60193; File No. SR-NASDAQ-2009-052]

                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) [1]                                          and Rule 19b-4 thereunder,[2]                                          notice is hereby given that on June 16, 2009, The NASDAQ Stock Market LLC (“Nasdaq”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by Nasdaq. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.                

## I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

                    Nasdaq proposes a rule change to make technical changes and typographical corrections to Nasdaq's Listing Rules. The text of the proposed rule change is available from Nasdaq's Web site at                     *http://nasdaq.cchwallstreet.com,*                     at Nasdaq's principal office, and at the Commission's Public Reference Room.                

## II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

In its filing with the Commission, Nasdaq included statements concerning the purpose of, and basis for, the proposed rule change. The text of these statements may be examined at the places specified in Item IV below, and is set forth in sections A, B, and C below.

### A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

#### 1. Purpose

                    On March 12, 2009, Nasdaq filed a proposed rule change to revise the rules relating to the qualification, listing, and delisting of companies listed on, or applying to list on, Nasdaq to improve the organization of the rules, eliminate redundancies and simplify the rule language.[3]                                          These rules (the “New Listing Rules”) were operative April 13, 2009. Nasdaq has observed that the March filing introduced a handful of typographical errors to the New Listing Rules and certain rules require clarification or other technical changes. As a consequence, Nasdaq proposes to add clarifying language and correct typographical errors (such as adding omitted words, deleting unnecessary words, and adding omitted punctuation) in Rules 5000, 5110, 5400, 5500, 5810, 5815, 5835, and IM-5605. In addition, Nasdaq proposes to update a cross-reference in Rule 5710(a), which was not updated at the time of the adoption of the New Listing Rules, and correct references in Rules 5705(a) and (b). Nasdaq is also proposing to add descriptive titles and language to Rules 5550 and 5810 and to correct the title of Rule 5630 so that it is consistent with the underlying requirement of that rule. Last, Nasdaq is proposing to assign rule numbers to introductory paragraphs to certain New Listing Rules series, and renumber certain rules as a consequence in order to facilitate online navigation of the New Listing Rules. In that regard, Nasdaq is proposing to adopt a convention to ensure that introductory language to the rule series is numbered consistently throughout the New Listing Rules, and kept separate from the titles of the rule series to which such introductory language applies. As a                           ( print page 32217)                        result, Rules 5000, 5100, 5400, 5500, 5600, 5700, 5800, and 5900 will be renumbered as 5001, 5101, 5401, 5501, 5601, 5701, 5801, and 5901 respectively.                

#### 2. Statutory Basis

                    Nasdaq believes that the proposed rule change is consistent with the provisions of Section 6 of the Act,[4]                                          in general and with Section 6(b)(5) of the Act,[5]                                          in particular in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. The proposed rule change is designed to bring consistency to the numbering and structure of certain rules, and to conform certain other rules to conventions already applied to other New Listing Rules. In addition, the proposed rule change corrects certain typographical errors inadvertently included when adopting the New Listing Rules.                

### B. Self-Regulatory Organization's Statement on Burden on Competition

Nasdaq does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act, as amended.

### C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others 

Written comments were neither solicited nor received.

## III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action

                    Because the foregoing proposed rule change: (1) Does not significantly affect the protection of investors or the public interest; (2) does not impose any significant burden on competition; and (3) by its terms does not become operative for 30 days after the date of this filing, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) [6]                                          of the Act and subparagraph (f)(6) of Rule 19b-4 [7]                                          thereunder.                

                    A proposed rule change filed under Rule 19b-4(f)(6) [8]                                          normally does not become operative for 30 days after the date of filing. However, Rule 19b-4(f)(6)(iii),[9]                                          permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange requests that the Commission waive the 30-day operative delay so that the proposal may become operative immediately upon filing. The Commission believes that waiving the 30-day operative delay will benefit the market and investors by making technical changes to conform the presentation of certain rules to be consistent to the conventions used in the New Listing Rules and correcting minor typographical errors, which should help to avoid confusion among Nasdaq's members and other market participants. For these reasons, the Commission designates the proposed rule change as operative upon filing.[10] 

At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act.

## IV. Solicitation of Comments

Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods:

### Electronic Comments

    - Use the Commission's Internet comment form ( http://www.sec.gov/​rules/​sro.shtml ); or                
    - Send an e-mail to rule-comments@sec.gov.                      Please include File Number SR-NASDAQ-2009-052 on the subject line.                

### Paper Comments

    - Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.

                    All submissions should refer to File Number SR-NASDAQ-2009-052. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (                    *http://www.sec.gov/​rules/​sro.shtml*). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NASDAQ-2009-052 and should be submitted on or before July 28, 2009.                

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[11] 

Elizabeth M. Murphy,

Secretary.

# Footnotes

1.                             15 U.S.C. 78a.                    
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2.                             17 CFR 240.19b-4.                    
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3.                             Securities Exchange Act Release No. 59663 (March 31, 2009), 74 FR 15552 (April 6, 2009) (SR-NASDAQ-2009-018).                    
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4.                             15 U.S.C. 78f.                    
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5.                             15 U.S.C. 78f(b)(5).                    
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6.                             15 U.S.C. 78s(b)(3)(A).                    
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7.                             17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) requires a self-regulatory organization to provide the Commission with written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement.                    
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8.                             17 CFR 240.19b-4(f)(6).                    
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9.                             17 CFR 240.19b-4(f)(6)(iii).                    
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10.                             For purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule's impact on efficiency, competition and capital formation. 15 U.S.C. 78(c)(f).                    
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11.                                 17 CFR 200.30-3(a)(12).                        
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[FR Doc. E9-15904 Filed 7-6-09; 8:45 am]

BILLING CODE 8010-01-P