Mail-Stop 4561
						November 23, 2005

Via facsimile and U.S. Mail
Mr. Joseph H. Moglia
Chief Executive Officer
Ameritrade Holding Corporation
4211 South 102nd Street
Omaha, Nebraska 68127

Re:   Ameritrade Holding Corporation
                     Revised Preliminary Proxy Statement
	         File No. 0-49992
                     Filed November 23, 2005

Dear Mr. Moglia:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Proxy Statement
Ameritrade`s Reasons for the Transaction
1. The staff`s previous comment number 11 requested revisions to
have
the Board specifically mention each line item analysis, underlying
the fairness opinion, that does not support its recommendation and
explain why, in light of such analysis, it is recommending the
transaction. In this regard, add a section that aggregates all
unfavorable aspects of all analysis underlying the fairness
opinion
and, either individually or in summary, provide an explanation of
why
the Board, after considering these factors, recommends the
transaction.

Other Soliciting Materials
2. The staff notes purported "Safe Harbor" disclosures contained
in
the Soliciting materials filed pursuant to 14a-12 of the Proxy
Rules
on November 18, 21, 22, 23, 28 and 29, 2005. Please file, pursuant
to
14a-12 of the Proxy Rules, a correction of those previous filings.
In
this regard, the new filing should clearly indicate that the
previous
filings, which should be listed therein, contained a safe harbor
notice that is unavailable to the Company in these circumstances.
An
additional explanation of what the Company intended may be
included,
but separately from the correction notice.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
	Any accounting questions regarding the comments may be
directed
to Michael Volley at (202) 551-3437 or Paul Cline at (202) 3851.
All
other questions may be directed to Michael Clampitt at (202) 551-
3434
or to me at (202) 551-3698.

						Sincerely,

						Mark Webb
						Legal Branch Chief
						Financial Services Group



CC:	Via U.S. Mail and Fax: (650) 565-3606
	Jeffrey S. Cannon, Esq.
	Wilson, Sonsini, Goodrich & Rosati, PC


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Mr. J.H. Moglia
Ameritrade Holding Corporation
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