CBOE Holdings, Inc.
400 South LaSalle Street
Chicago, Illinois 60605
December 7, 2016
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 3233
100 F Street, NE
Washington, DC 20549
Attention: | Nicole Collings, Staff Attorney, Office of |
| Real Estate and Commodities |
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Re: | CBOE Holdings, Inc. |
| Registration Statement on Form S-4 |
| File No. 333-214488 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, CBOE Holdings, Inc., a Delaware corporation (the “Registrant”), hereby requests acceleration of effectiveness of its registration statement on Form S-4 (File No. 333-21448), as amended, to 10:00 a.m. Eastern Time on Thursday, December 8, 2016, or as soon as practicable thereafter.
The Registrant hereby authorizes Beth E. Peev of Sidley Austin LLP to orally modify or withdraw this request for acceleration.
Please contact Beth E. Peev of Sidley Austin LLP at (312) 853-7443 or bpeev@sidley.com with any questions you may have concerning this request, and please notify her when this request for acceleration has been granted.
| Sincerely, |
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| CBOE Holdings, Inc. |
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| /s/ Joanne Moffic-Silver |
| Joanne Moffic-Silver |
| Executive Vice President, General Counsel and |
| Corporate Secretary |
cc: Thomas A. Cole and Beth E. Peev, Sidley Austin LLP
Eric Swanson, Executive Vice President,
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Leonard Kreynin and Lee Hochbaum, Davis Polk & Wardwell LLP