EXHIBIT 10.8

                                 AMENDMENT NO. 1

                                     TO THE

                           MARKETAXESS HOLDINGS INC.

                           2001 STOCK INCENTIVE PLAN

                  WHEREAS, MarketAxess Holdings Inc. (the "Company") maintains
the Amended and Restated MarketAxess Holdings Inc. 2001 Stock Incentive Plan
(the "Plan");

                  WHEREAS, pursuant to Article X of the Plan, the Board of
Directors of the Company (the "Board") and the committee appointed by the Board
to administer the Plan each have the right to amend the Plan to increase the
aggregate number of shares of the Company's common stock subject to awards under
the Plan; and

                  WHEREAS, the Board has resolved to amend the Plan, subject to
stockholder approval.

                  NOW, THEREFORE, the Plan is amended as follows:

                  1.       The first sentence of Section 4.1 of Article IV of
the Plan is deleted in its entirety and the following is substituted in lieu
thereof:

                           "The aggregate number of shares of Common Stock which
                           may be issued or used for reference purposes under
                           this Plan or with respect to which Awards may be
                           granted under this Plan shall not exceed 11,716,220
                           shares of Common Stock (subject to any increase or
                           decrease pursuant to Section 4.2), which may be
                           either authorized and unissued Common Stock or Common
                           Stock held in or acquired for the treasury of the
                           Company or both."

                     [END OF TEXT. SIGNATURE PAGE FOLLOWS.]



                  IN WITNESS WHEREOF, this amendment has been executed as of the
25th day of November, 2003.

                                      MARKETAXESS HOLDINGS INC.

                                      By: /s/ Richard M. McVey
                                          -----------------------------
                                          Richard McVey
                                          Chief Executive Officer