BY-LAWS

                                       OF

                                NYSE GROUP, INC.



              ====================================================







                                   ARTICLE I



                                    OFFICES



          SECTION 1.    REGISTERED OFFICE -- The registered office of NYSE

Group, Inc. (the "CORPORATION") shall be established and maintained at the

office of National Registered Agents, Inc. at 9 East Loockerman Street, Suite 1B

in the City of Dover, County of Kent, State of Delaware 19901, and said National

Registered Agents, Inc. shall be the registered agent of the Corporation in

charge thereof.



          SECTION 2.    OTHER OFFICES -- The Corporation may have other offices,

either within or without the State of Delaware, at such place or places as the

Board of Directors may from time to time select or the business of the

Corporation may require.



                                   ARTICLE II



                            MEETINGS OF STOCKHOLDERS



          SECTION 1.    ANNUAL MEETINGS -- Annual meetings of stockholders for

the election of directors, and for such other business as may be stated in the

notice of the meeting, shall be held at such place, either within or without the

State of Delaware, and at such time and date as the Board of Directors, by

resolution, shall determine and as set forth in the notice of the meeting. If

the Board of Directors fails so to determine the time, date and place of

meeting, the annual meeting of stockholders shall be held at the registered

office of the Corporation on the first Tuesday in April. If the date of the

annual meeting shall fall upon a legal holiday, the meeting shall be held on the

next succeeding business day. At each annual meeting, the stockholders entitled

to vote shall elect a Board of Directors and they may transact such other

corporate business as shall be stated in the notice of the meeting.



          SECTION 2.    SPECIAL MEETINGS--Special meetings of the stockholders

for any purpose or purposes may be called by the Chairman of the Board of

Directors, the Chief Executive Officer or the Secretary or Assistant Secretary,

or by resolution of the Board of Directors.











          SECTION 3.    VOTING -- Each stockholder entitled to vote in

accordance with the terms of the Certificate of Incorporation of the Corporation

and these By-Laws may vote in person or by proxy, but no proxy shall be voted

after three years from its date unless such proxy provides for a longer period.

All elections for directors shall be decided by plurality vote; all other

questions shall be decided by majority vote except as otherwise provided by the

Certificate of Incorporation or the laws of the State of Delaware.



          A complete list of the stockholders entitled to vote at the

meeting, arranged in alphabetical order, with the address of each, and the

number of shares held by each, shall be open to the examination of any

stockholder, for any purpose germane to the meeting, during ordinary business

hours, for a period of at least ten days prior to the meeting, either at a place

within the city where the meeting is to be held, which place shall be specified

in the notice of the meeting, or, if not so specified, at the place where the

meeting is to be held. The list shall also be produced and kept at the time and

place of the meeting during the whole time thereof, and may be inspected by any

stockholder who is entitled to be present.

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