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                                                                   Exhibit 23.1


                             CONSENT OF INDEPENDENT AUDITORS


     We consent to the inclusion in this Annual Report (Form 10-K) of The
Nasdaq Stock Market, Inc. (the "Company") of our report dated March 6, 2002,
included in the 2001 Annual Report to Shareholders of The Nasdaq Stock
Market Inc.

     We also consent to the incorporation by reference in the Registration
Statements and Post Effective Amendments of the Company on Form S-8 File
Nos. 333-70992, 333-72852 and 333-76064 and in the related Reoffer
Prospectuses, of our report dated March 6, 2002 with respect to the
consolidated financial statements included in this Annual Report (Form 10-K)
for the year ended December 31, 2001.


                                                /s/ Ernst & Young LLP

New York, New York
March 27, 2002