EXHIBIT 32.1

           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         The undersigned hereby certify that the Quarterly Report on Form 10-Q/A
for the quarter ended December 31, 2005 filed by TD AMERITRADE Holding
Corporation with the Securities and Exchange Commission fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and that information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of TD AMERITRADE
Holding Corporation.



Dated:  February 10, 2006          /s/ JOSEPH H. MOGLIA
                                   --------------------
                                   Joseph H. Moglia
                                   Chief Executive Officer



Dated:  February 10, 2006          /s/ JOHN R. MACDONALD
                                   ---------------------
                                   John R. MacDonald
                                   Executive Vice President, Chief Financial
                                       Officer and Chief Administrative Officer