The officials, who asked not to be identified, said there is a push on to have the board approve a proposal that has a good chance of passage by the membership before a scheduled annual meeting on Monday, April 13.

New board members will be elected at that meeting, and that would be another possible stumbling block, the sources said.

A new board would not threaten the pact but might pose some bureaucratic headaches, they said.

The Amex board is due for another meeting a few days later, on Thursday April 16, for its scheduled monthly meeting.

The Nasdaq is run by the NASD (National Association of Securities Dealers). A merger between the Nasdaq and Amex would combine the nation's second- and third-largest stock markets, respectively.

Sources said Amex leadership has been working furiously on adeal that would please both floor members and absentee seat holders, who have raised some objections to the plan for merging with the Nasdaq, an electronic stock market.

Nasdaq allows competing market-makers to display prices on computer screens with no need for a central trading floor.By contrast, the Amex is an "open outcry" auction market where traders yell out offers around a stock-specific market-maker or specialist on a trading floor.Some floor members, especially stock traders, have worried their operations might be curtailed by electronic trading. And some "absentee owners," who hold seats for investment returns instead of actual trading privileges, have complained that the deal might erode that value of their seats.

The last seat sold - on March 18 - went for $470,000.But sources said the exchange was working hard to address those concerns, although some issues were still not yet resolved. The deal has to win the support of 66 percent, or 576 seats, of the total 864 seats. About half of the seatson the Amex are leased to other people for trading purposes.Some issues remain unresolved, sources said, so if the board does not have a proposal in hand to agree on by Wednesday, it may have to aim for final board approval after the Monday, April 13 annual meeting. Only four new members would be elected to the 25-member board at that meeting.

The deal has to win the support of 66 per cent, or 576 seats, of the total 864 seats. The Amex membership would vote by proxy, and it would take roughly four to six weeks and possibly longer for a final tally, the Amex said.

NASD members would not vote on the deal itself, but would vote on any resulting changes to the NASD's charter and by-laws.Whether the vote will pass seems up for grabs, with even people close to the deal split about its chances.An Amex source said he was "cautiously optimistic," while a source near the NASD said, "I doubt they would have taken it this far if they thought it was going to go down in defeat."

One Amex trader said he had alwaysbeen positive about the deal but thought it might never win passage, until recently.