NEW ISSUE – BOOK–ENTRY ONLY RATINGS: UNINSURED SERIES 2004H BONDS: Fitch: “AA+” S&P: “AA” Moody’s: “Aa2” INSURED SERIES 2004H BONDS: Fitch: “AAA” S&P: “AAA” Moody’s: “Aaa” (See “SECTION VII: Ratings” herein.) In the opinion of Bond Counsel, under existing statutes and court decisions, and assuming continuing compliance with certain tax covenants described herein, (i) interest on the Series 2004H Bonds is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) interest on the Series 2004H Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. See “SECTION VI: TAX MATTERS” herein. It is also the opinion of Bond Counsel that, by virtue of the Act, interest on the Series 2004H Bonds is exempt from personal income taxes imposed by the State or any political subdivision thereof (including The City of New York). NASSAU COUNTY INTERIM FINANCE AUTHORITY (A Public Benefit Corporation of the State of New York) $187,275,000 Sales Tax Secured Bonds, Series 2004H Dated: Date of Delivery Due: November 15, as shown on the inside front cover The Sales Tax Secured Bonds, Series 2004H (the “Series 2004H Bonds”) are being issued as Senior Bonds by the Nassau County Interim Finance Authority (the “Authority”), a corporate governmental agency and instrumentality of the State constituting a public benefit corporation created pursuant to the Nassau County Interim Finance Authority Act, as amended (the “Act”), pursuant to an Indenture, dated as of October 1, 2000, as amended and supplemented (the “Indenture”), including as supplemented by the Eleventh Supplemental Indenture, dated as of December 1, 2004 (the “Eleventh Supplemental Indenture”), each by and between the Authority and The Bank of New York, New York, New York, as trustee (the “Trustee”). Provided certain statutory and contractual conditions are met, other Series of Bonds on a parity with or subordinate to the Series 2004H Bonds may be issued (other Series of Bonds heretofore or hereafter issued under the Indenture, including the Series 2004H Bonds but excluding Subordinate Bonds, the “Bonds”). See “SECTION II: Sources of Payment and Security for the Bonds—Additional Bonds.” Pursuant to the Act, the Bonds are payable from the Revenues of the Authority which are derived from sales and compensating use taxes imposed by and within the County of Nassau, New York (the “County”) pursuant to authorization of the State. Neither the State nor the County is prohibited from amending, modifying, repealing or otherwise altering such taxes, subject, with respect to the County, to limitations set forth in the Act. The Act provides that the County will have no right, title or interest in or to Sales Tax Revenues required to be paid to the Authority, except after payment of debt service and operating expenses of the Authority and then as provided in the Authority’s agreements with the County. See “SECTION II: “Sources of Payment and Security for the Bonds.” The Series 2004H Bonds will be issued only as fully registered bonds, registered in the name of The Depository Trust Company, New York, New York, or its nominee (“DTC”). Purchases of beneficial interests in the Series 2004H Bonds will be made in book-entry form in denominations of $5,000 principal amount or whole multiples thereof. Purchasers will not receive physical delivery of the Series 2004H Bonds, except under the limited circumstances described herein. See “SECTION III: The Series 2004H Bonds—Book-Entry Only System.” Principal, redemption price and interest on the Series 2004H Bonds (with interest accruing from the delivery date and payable on May 15, 2005 and thereafter on November 15 and May 15 of each year) will be payable to DTC by the Trustee. So long as DTC remains the registered owner, disbursements of such payments to DTC Participants are the responsibility of DTC and disbursements of such payments to the purchasers of the Series 2004H Bonds are the responsibility of DTC Participants, as described herein. The Series 2004H Bonds are subject to optional redemption prior to maturity as described herein. Payment of the principal of and interest on certain maturities of the Series 2004H Bonds, as set forth on the inside cover, when due will be insured by a financial guaranty insurance policy to be issued by Ambac Assurance Corporation simultaneously with the delivery of the Series 2004H Bonds. THE BONDS ARE PAYABLE SOLELY FROM AND SECURED BY A LIEN ON THE REVENUES OF THE AUTHORITY AND RELATED ACCOUNTS HELD BY THE TRUSTEE. THE BONDS ARE NOT A DEBT OF EITHER THE STATE OR THE COUNTY, AND NEITHER THE STATE NOR THE COUNTY SHALL BE LIABLE THEREON, NOR SHALL THE BONDS BE PAYABLE OUT OF ANY FUNDS OTHER THAN THOSE OF THE AUTHORITY. This cover page contains information for quick reference only. It is not a summary of this issue. Potential investors must read the entire Offering Circular to obtain information essential to making an informed investment decision. The Series 2004H Bonds are offered, subject to prior sale, when, as and if issued by the Authority and accepted by the Underwriters, subject to the approval of legality of the Series 2004H Bonds and certain other matters by Hawkins Delafield & Wood LLP, New York, New York, Bond Counsel to the Authority. Certain legal matters will be passed upon for the Authority by the General Counsel of the Authority. Certain legal matters will be passed upon for the Underwriters by their counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., New York, New York. It is expected that the Series 2004H Bonds will be available for delivery in New York, New York, on or about December 9, 2004. Goldman, Sachs & Co. Morgan Stanley UBS Financial Services Inc. Citigroup M♦R♦Beal & Company First Albany Capital Inc. Merrill Lynch & Co. Ramirez & Co., Inc. RBC Dain Rauscher Inc. Roosevelt & Cross Incorporated November 18, 2004 $187,275,000 SALES TAX SECURED BONDS, SERIES 2004H Principal Interest Price or CUSIP November 15 Amount Rate Yield Number* 2005 $ 3,255,000 3.500% 1.99% 631663GJ4 2006 3,485,000 2.150 2.20 631663GK1 2006 1,180,000 5.000 2.20 631663GL9 2007 3,190,000 5.000 2.34 631663GM7 2008 4,745,000 2.600 100 631663GN5 2008† 9,395,000 5.000 2.55 631663GP0 2009† 6,570,000 5.000 2.88 631663GQ8 2010† 5,440,000 3.125 100 631663GR6 2011† 2,190,000 3.300 3.32 631663GS4 2011† 5,460,000 5.000 3.32 631663GT2 2012† 4,960,000 5.000 3.48 631663GV7 2012† 12,685,000 5.250 3.48 631663GU9 2013† 895,000 3.600 3.62 631663GW5 2013† 6,200,000 5.000 3.62 631663GY1 2013† 28,660,000 5.250 3.62 631663GX3 2014† 450,000 3.700 3.73 631663GZ8 2014† 19,700,000 5.000 3.73 631663HA2 2015† 940,000 3.800 3.83 631663HB0 2015† 35,730,000 5.250 3.83** 631663HC8 2016† 220,000 3.900 100 631663HD6 2016† 4,975,000 5.250 3.89** 631663HE4 2017† 650,000 3.950 3.96 631663HF1 2017† 26,300,000 5.250 3.94** 631663HG9 * CUSIP numbers have been assigned by an organization not affiliated with the Authority and are included solely for the convenience of the holders of the Series 2004H Bonds. The Authority is not responsible for the selection or uses of these CUSIP numbers, nor is any representation made as to their correctness on the Series 2004H Bonds or as indicated above. ** Yield to November 15, 2014 par call. † Insured by Ambac Assurance Corporation. The information in this Offering Circular has been provided by the Authority, the County and other sources considered by the Authority to be reliable. All estimates and assumptions contained herein are believed to be reliable, but no representation is made that such estimates or assumptions are correct or will be realized. The Underwriters have provided the following sentence for inclusion in this Offering Circular. The Underwriters have reviewed the information in this Offering Circular in accordance with, and as part of, their respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. Other than with respect to information concerning the Bond Insurer contained in “SECTION II: SOURCES OF PAYMENT AND SECURITY FOR THE BONDS — Bond Insurance” and in Appendix E hereto, none of the information in this Offering Circular has been supplied or verified by the Bond Insurer and the Bond Insurer makes no representation or warranty, express or implied, as to: the accuracy or completeness of information it has neither supplied nor verified, the validity of the Series 2004H Bonds, or the tax exempt status of the interest on the Series 2004H Bonds. No dealer, broker, salesperson or other person has been authorized by the Authority or the Underwriters to give any information or to make any representation with respect to the Series 2004H Bonds, other than those contained in this Offering Circular, and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the parties referred to above since the date hereof.