Mail Stop 4561

August 25, 2005

John R. MacDonald
Chief Financial Officer
Ameritrade Holding Corporation
4211 South 102nd Street
Omaha, Nebraska 68127

RE:	Ameritrade Holding Corporation
Form 10-K for Fiscal Year Ended September 24, 2004
Filed December 9, 2004
File No. 000-49992

Dear Mr. MacDonald,

	We have reviewed your letter filed on July 22, 2005 and have
the
following comments.  Please provide us with the requested
information
so we may better understand your disclosure.  After reviewing this
information, we may raise additional comments.  We welcome any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Note 16. Derivative Financial Instruments and Hedging Activities,
page 59

1. Please describe the initial arrangement with the counterparty
related to your prepaid forward variable contracts, including all
significant terms.  If there was a signed contract documenting the
initial arrangement, please provide us with a copy.

2. Please tell us the number of individual prepaid variable
forward
contracts entered into related to the 7.9 million Knight shares
and
describe how the hedged price was determined for each contract.
For
example, we note that in Tranche 1 the floor price of the forward
contract appears to equal the hedged price ($4.7700). We would
expect
that with a zero cost collar the floor price would be below the
hedged price.

3. Please tell us whether you entered into a separate prepaid
variable forward contract and documented a separate hedge
relationship for each date within the hedging periods (i.e. for
Tranche 2 dates between 2/28/03 and 3/31/03).

4. Please provide the contemporaneous hedge documentation prepared
for the prepaid forward variable contracts entered into on
February
28, 2003, March 21, 2003 and May 30, 2003.  If contracts were not
entered into during each day specified above, please provide the
documentation for the next day in which a contract was entered
into.

5. Please confirm that you considered each individual prepaid
variable forward contract to be a zero cost collar.

6. Please tell us how often you received cash from the
counterparty
related to your prepaid variable forward contracts.

	Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Your letter should
key
your response to our comments and provide any requested
information.
Please file your letter on EDGAR.  Please understand that we may
have
additional comments after reviewing your response to our comments.

	You may contact Michael Volley, Staff Accountant, at (202)
551-
3437 or me at (202) 551-3851 if you have questions regarding our
comments.

Sincerely,



Paul Cline
Senior Accountant

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John R. MacDonald
Ameritrade Holding Corporation
August 25, 2005
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