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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0001206774-04-000030.txt : 20040205
<SEC-HEADER>0001206774-04-000030.hdr.sgml : 20040205
<ACCEPTANCE-DATETIME>20040205162740
ACCESSION NUMBER:		0001206774-04-000030
CONFORMED SUBMISSION TYPE:	N-8B-2/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20040205
EFFECTIVENESS DATE:		20040205

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NASDAQ 100 TRUST SERIES 1
		CENTRAL INDEX KEY:			0001067839
		IRS NUMBER:				522144264
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-8B-2/A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-08947
		FILM NUMBER:		04570451

	BUSINESS ADDRESS:	
		STREET 1:		INVESTMENT PRODUCT SERVICES INC. C/O THE
		STREET 2:		1735 K STREET NW
		CITY:			WASHINGTON
		STATE:			DC
		ZIP:			20006
		BUSINESS PHONE:		2024962552

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NASDAQ GOLD SM TRUST SER 1
		DATE OF NAME CHANGE:	19980925

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INVESTMENT PRODUCT SERVICES INC
		DATE OF NAME CHANGE:	19980806
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-8B-2/A
<SEQUENCE>1
<FILENAME>d13923.txt
<TEXT>

                                                               File No. 811-8947
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 AMENDMENT NO. 2

                                       TO

                                   FORM N-8B-2

     Registration Statement of Unit Investment Trust Pursuant to Section 8(b) of
the Investment Company Act of 1940.

                           ---------------------------

                           NASDAQ-100 TRUST, SERIES 1

       (AND SUBSEQUENT AND SIMILAR SERIES OF THE NASDAQ-100 TRUST)

                           ---------------------------

|X|  Not the issuer of periodic payment plan certificates.

|_|  Issuer of periodic payment plan certificates.

|X|  Amended items:   59, and Exhibits.
<PAGE>

VIII. FINANCIAL AND STATISTICAL INFORMATION

59.  Financial Statements of the Trust

Reference is made to the "Report of Ernst & Young, LLP, Independent Auditors"
and "Schedule of Investments" contained in the Prospectus dated January 30,
2004, filed as part of Post-Effective Amendment No. 10 to the Registration
Statement on Form S-6 for file #333-61001, filed on January 30, 2004.

     Financial Statements of the Sponsor

Reference is made to the financial Statements of Nasdaq Financial Products
Services, Inc., Sponsor, as part of The Nasdaq Stock Market, Inc.'s current
consolidated financial statements incorporated by reference to Form 10-K filed
on March 31, 2003.
<PAGE>

Pursuant to the requirements of the Investment Company Act of 1940, as amended,
the Sponsor of the registrant has caused this amendment to the registration
statement to be duly signed on behalf of the registrant in the state of Maryland
on the 5th day of February, 2004.


                                       Signature: NASDAQ-100 Trust, Series 1
                                                  -----------------------
                                                  (Name of Registrant)

                                    By: Nasdaq Financial Products Services, Inc.
                                        ----------------------------------------
                                        (Name of Sponsor, trustee or custodian)

                                        By: /s/ John L. Jacobs
                                            ------------------
                                        Name:   John L. Jacobs
                                        Title:  Chief Executive Officer


Attest:  /s/ Sara Nelson Bloom
         ---------------------
         Name:  Sara Nelson Bloom
         Title: Associate General Counsel
                The NASDAQ Stock Market Inc.
<PAGE>

                                    EXHIBITS
                                    --------

No.         Description
- ---         -----------

1.          Amendment No. 2 to the Standard Terms and Conditions of the Trust,
            dated and effective as of February 4, 2004, by and between NASDAQ
            Financial Products Services, Inc. and The Bank of New York.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>ex1.txt
<TEXT>


                               AMENDMENT NO. 2 TO
      THE STANDARD TERMS AND CONDITIONS OF TRUST, DATED AS OF MARCH 1, 1999
      AND EFFECTIVE AS OF MARCH, 4, 1999 AND AS AMENDED ON APRIL 17, 2001,

                                 BY AND BETWEEN

              NASDAQ FINANCIAL PRODUCTS SERVICES, INC., AS SPONSOR,

                                       AND

                        THE BANK OF NEW YORK, AS TRUSTEE

                        TO THE NASDAQ-100 TRUST, SERIES 1

                  This Amendment No. 2 to the Standard Terms and Conditions of
the Trust, dated as of February 4, 2004 (the "Amendment No. 2"), by and between
Nasdaq Financial Products Services, Inc., as sponsor (in such capacity, the
"Sponsor") and The Bank of New York, as trustee (in such capacity, the
"Trustee") amends the Standard Terms and Conditions of Trust, dated as of March
1, 1999 and effective as of March 4, 1999, and as amended on April 17, 2001
(collectively, the "Standard Terms"), by and between the Sponsor and the Trustee
of the Nasdaq-100 Trust, Series 1 and any subsequent and similar series of the
Nasdaq-100 Trust (the "Trust"). Defined terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Standard
Terms.

     WITNESSETH THAT:

     WHEREAS, the parties hereto have entered into the Standard Terms to create
the Trust; and
<PAGE>

     WHEREAS, the parties hereto desire to amend the Standard Terms as more
fully set forth below;

     NOW THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the Sponsor and the Trustee agree as follows:

1. The definition in Article I of the Standard Terms of the term "Business Day"
shall be deleted in its entirety and shall be replaced with the following
definition, which shall read as follows:

     "'Business Day' any day that Nasdaq is open for business, or that the Trust
is open for business as required by Section 22(e) of the Investment Company Act
of 1940, as amended."

2. Pursuant to Section 10.01 of the Standard Terms, the parties hereby agree
that paragraph (1) of this Amendment No. 2 is made in compliance with the
provisions of Section 10.01(a) thereof and that the parties hereto have
determined in good faith that the change contained in this Amendment No. 2 will
not adversely affect the interests of Beneficial Owners.

3. Pursuant to Section 10.01 of the Standard Terms, the Trustee agrees that it
shall promptly furnish each DTC Participant with sufficient copies of a written
notice of the substance of the terms of this Amendment No. 2 for transmittal by
each such DTC Participant to the Beneficial Owners of the Trust.

4. Except as amended hereby, the Standard Terms now in effect are in all
respects ratified and confirmed hereby, and this Amendment No. 2 and all of its
provisions shall be deemed to be a part of the Standard Terms.
<PAGE>

5. This Amendment No. 2 may be simultaneously executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and
the same instrument.

6. This Amendment No. 2 shall be governed by and construed in accordance with
the laws of the State of New York without regard to its principles of conflicts
of laws.

                [Remainder of this page left intentionally blank]
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be duly executed as of the date hereof.

                                       NASDAQ FINANCIAL PRODUCTS SERVICES, INC.
                                       as Sponsor

                                             By: /s/ John L. Jacobs
                                                 ---------------------------
                                                 Name: John L. Jacobs
                                                 Title:  Chief Executive Officer

                                       THE BANK OF NEW YORK
                                       as Trustee

                                             By: /s/ Thomas J. Centrone
                                                 ---------------------------
                                                 Name: Thomas J. Centrone
                                                 Title:  Vice President

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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