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Nomura Holdings Inc – ‘F-6EF’ on 6/24/05

On: Friday, 6/24/05, at 3:45pm ET · Effective: 6/24/05 · Accession #: 891092-5-1121 · File #: 333-126112

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/24/05  Nomura Holdings Inc               F-6EF       6/24/05    3:13K                                    Doremus Fin… Printing/FA

Registration of Depositary Shares Evidenced by American Depositary Receipts (Effective Immediately) — Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6EF       Form F-6                                               9     28K 
 2: EX-4        Opinion of Depositary's Counsel                        1      7K 
 3: EX-5        Certification Under Rule 466                           1      5K

F-6EF — Form F-6
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Available Information Description of the Securities to be Registered Exhibits Undertakings
1	1st Page - Filing Submission
3	Item 1. Description of the Securities to be Registered
4	Item 2. Available Information
5	Item 3. Exhibits
"	Item 4. Undertakings

F-6EF 1st Page of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
 
As Filed with the Securities and Exchange Commission on June 24, 2005.          
                                               Registration No. 333-
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------

FORM F-6
REGISTRATION STATEMENT
 under
THE SECURITIES ACT OF 1933
 For Depositary Shares Evidenced by American Depositary Receipts

----------

 NOMURA HORUDINGUSU KABUSHIKI KAISHA
(Exact name of issuer of deposited securities as specified in its charter)

 NOMURA HOLDINGS, INC.
 (Translation of issuer's name into English)

 JAPAN
 (Jurisdiction of incorporation or organization of issuer)

THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)

 One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1784

(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)

----------

The Bank of New York
ADR Division
 One Wall Street, 29th Floor
New York, NY 10286
Telephone (212)-495-1784
(Address, including zip code, and telephone number, including area code,
of agent for service) 

 It is proposed that this filing become effective under Rule 466
 |X| immediately upon filing
 | | on (Date) at (Time)

If a separate statement has been filed to register the deposited shares,
check the following box. ?

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

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

    Title of each class of                  Amount             Proposed maximum           Proposed maximum             Amount of    
 Securities to be registered          to be registered    Aggregate price per unit(1)  aggregate offering price(1)  registration fee
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
American Depositary Shares evidenced     100,000,000                $.05                      $5,000,000                $588.50     
by American Depositary Receipts,          American                                                                                  
each American Depositary Share           Depositary                                                                                 
evidencing one common stock of              Shares                                                                                  
Nomura Holdings, Inc.                                                                                                               
====================================================================================================================================

(1)   Estimated  solely for the purpose of  calculating  the  registration  fee.
      Pursuant  to Rule  457(k),  such  estimate is computed on the basis of the
      maximum  aggregate  fees or charges to be imposed in  connection  with the
      issuance of American  Depositary  Receipts  evidencing American Depositary
Shares.                                                             

As  permitted  by Rule 429  under the  Securities  Act of 1933,  the  Prospectus
included in this  Registration  Statement also relates to the Depositary  Shares
registered under Registration  Statement on Form F-6 (No. 333-14178)  previously
filed by the registrant.                                                        

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

F-6EF 2nd Page of 9 TOC 1st Previous Next ↓Bottom Just 2nd
      The  Prospectus  consists  of the  proposed  form of  American  Depositary
Receipt included as Exhibit A to the form of Deposit  Agreement filed as Exhibit
(1) to this Registration Statement, which is incorporated herein by reference.  

-2- 

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PART I

INFORMATION REQUIRED IN PROSPECTUS

Item 1. Description of the Securities to be Registered                          

 CROSS REFERENCE SHEET

                                                        [Enlarge/Download Table]

     Item Number and Caption                        Location in Form of                              
     -----------------------                        American Depositary Receipt                      
                                                    Filed Herewith as Prospectus                     
                                                    ----------------------------                     
                                                                                                     
(1)  Name and address of Depositary                 Introductory Paragraph                           

(2)  Title of American Depositary Receipts          Face of American Depositary Receipt, top center  
     and identity of deposited securities                                                            

     Terms of Deposit:                                                                               

     (i)    The amount of deposited securities      Face of American Depositary Receipt - upper right
            represented by one unit of American     corner                                           
            Depositary Shares                                                                        

     (ii)   The procedure for voting, if any, the   Paragraphs (15) and (16)                         
            deposited securities                                                                     

     (iii)  The collection and distribution of      Paragraphs (12), (13) and (15)                   
            dividends                                                                                

     (iv)   The transmission of notices,            Paragraphs (11), (15) and (16)                   
            reports and proxy soliciting                                                             
            material                                                                                 

     (v)    The sale or exercise of rights          Paragraph (14)                                   

     (vi)   The deposit or sale of securities       Paragraphs (12) and (17)                         
            resulting from dividends, splits or                                                      
            plans of reorganization                                                                  

     (vii)  Amendment, extension or termination of  Paragraphs (20) and (21)                         
            the Deposit Agreement                                                                    

     (viii) Rights of holders of receipts to        Paragraph (11)                                   
            inspect the transfer books of the                                                        
            Depositary and the list of holders                                                       
            of receipts                                                                              

     (ix)   Restrictions upon the right to deposit  Paragraphs (2), (3), (4), (5), (6), (8) and (22) 
            or withdraw the underlying securities                                                    

-3- 

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                                                                [Download Table]

     Item Number and Caption                  Location in Form of         
     -----------------------                  American Depositary Receipt 
                                              Filed Herewith as Prospectus
                                              ----------------------------
                                                                          
     (x)    Limitation upon the liability of  Paragraphs (14) and (18)    
            the Depositary                                                

(3)  Fees and Charges                         Paragraph (7)               

Item 2. Available Information                                                   

                                                                [Download Table]

      Item Number and Caption                      Location in Form of         
      -----------------------                      American Depositary Receipt 
                                                   Filed Herewith as Prospectus
                                                   ----------------------------
                                                                               

2(a)  Statement that Nomura Holdings, Inc. is      Paragraph (11)              
      subject to the periodic reporting                                        
      requirements of the Securities Exchange                                  
      Act of 1934 and, accordingly, files certain                              
      reports with the Commission and that                                     
      such reports can be inspected by holders                                 
      of American Depositary Receipts and                                      
      copied at public reference facilities                                    
      maintained by the Commission in                                          
      Washington, D.C.                                                         

-4- 

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Exhibits                                                                

      * (1) Form of Deposit Agreement (including the form of American Depositary
Receipt), dated as of December 14, 2001, among Nomura Holdings, Inc. (the       
"Issuer"), The Bank of New York, as Depositary (the "Depositary"), and each     
Owner and holder from time to time of American Depositary Receipts ("ADRs")     
issued thereunder.                                                              

      (4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as
to the legality of the securities being registered.                             

(5) Certification under Rule 466.                                   

Item 4. Undertakings                                                            

   (a) The Depositary hereby undertakes to make available at the principal
office of the Depositary in the United States, for inspection by holders of the 
ADRs, any reports and communications received from the Issuer which are both (1)
received by the Depositary as the holder of the deposited securities and (2)    
made generally available to the holders of the underlying securities by the     
Issuer.                                                                         

    (b) The Depositary hereby undertakes to notify each registered holder of
an ADR at least thirty days before any change in the fee schedule.              

----------                                                                      
* Incorporated by reference to Form F-6 Registration Statement No. 333-14178    
filed by the Registrant with the Commission                                     

-5- 

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SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, The Bank of
New York, on behalf of the legal entity created by the Deposit Agreement, dated 
as of December 14, 2001, among Nomura Holdings, Inc., The Bank of New York, as  
Depositary, and each Owner and holder of an American Depositary Receipt issued  
thereunder certifies that it has reasonable grounds to believe that all the     
requirements for filing on Form F-6 are met and has duly caused this            
Registration Statement to be signed on its behalf by the undersigned, thereunto 
duly authorized, in The City of New York, State of New York, on June 24, 2005.  

                                                 By: THE BANK OF NEW YORK,
                                                 as Depositary

                                              By: \s\ Marianne Erlandsen
                                                     -------------------------
                                                     Name:  Marianne Erlandsen
                                                 Title: Vice President

-6- 

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Pursuant to the requirements of the Securities Act of 1933, Nomura  
Holdings, Inc. has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in Japan on June 24, 2005.        

                                                       NOMURA HOLDINGS, INC.

                                               By: \s\ Nobuyuki Koga
                                                        ----------------------
                                                      Name:  Nobuyuki Koga
                                                        Title: President & CEO

Pursuant to the requirements of the Securities Act of 1933, this    
Registration Statement has been signed by or on behalf of the following persons 
in the capacities indicated on June 24, 2005.                                   

Name                           Title                                            
----                           -----                                            

\s\ Junichi Ujiie              Chairman of the Board of Directors               
----------------------         Senior Managing Director                         
Junichi Ujiie                                                                   

\s\ Nobuyuki Koga              Director                                         
----------------------         President & CEO                                  
Nobuyuki Koga                  (Principal Executive Officer)                    

\s\ Hiroshi Toda               Director                                         
----------------------         Deputy President & COO                           
Hiroshi Toda                                                                    

\s\ Kazutoshi Inano            Director                                         
----------------------         Deputy President & Co-COO                        
Kazutoshi Inano                                                                 

\s\ Nobuyuki Shigemune         Director                                         
----------------------                                                          
Nobuyuki Shigemune                                                              

\s\ Shozo Kumano               Director                                         
----------------------                                                          
Shozo Kumano                                                                    

\s\ Masaharu Shibata           Director                                         
----------------------                                                          
Masaharu Shibata                                                                

-7- 

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Name                           Title                                            
----                           -----                                            

\s\ Hideaki Kubori             Director                                         
----------------------                                                          
Hideaki Kubori                                                                  

\s\ Haruo Tsuji                Director                                         
----------------------                                                          
Haruo Tsuji                                                                     

\s\ Fumihide Nomura            Director                                         
----------------------                                                          
Fumihide Nomura                                                                 

\s\ Koji Tajika                Director                                         
----------------------                                                          
Koji Tajika                                                                     

\s\ Masafumi Nakada            Senior Managing Director                         
----------------------         (Chief Financial Officer)                        
Masafumi Nakada                (Principal Financial and Accounting Officer)     

\s\ Hideyuki Takahashi         Senior Managing Director                         
----------------------         Authorized Representative in the United States   
Hideyuki Takahashi                                                              

-8- 

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 INDEX TO EXHIBITS

Exhibit                                                                         
Number                                                                          
------                                                                          

(4)   Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to 
the legality of the securities being registered.                    

(5)   Certification under Rule 466.                                             

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘F-6EF’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	6/24/05	1	7	6-K
	12/14/01	5	6
				List all Filings

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Filing Submission 0000891092-05-001121 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Nomura Holdings Inc – ‘F-6EF’ on 6/24/05

On: Friday, 6/24/05, at 3:45pm ET · Effective: 6/24/05 · Accession #: 891092-5-1121 · File #: 333-126112

Registration of Depositary Shares Evidenced by American Depositary Receipts (Effective Immediately) — Form F-6Filing Table of Contents

F-6EF — Form F-6Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Registration of Depositary Shares Evidenced by American Depositary Receipts (Effective Immediately) — Form F-6
Filing Table of Contents

F-6EF — Form F-6
Document Table of Contents