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SEC Company Response from CME GROUP INC. (CME) (CIK 0001156375) (CME) — Feb 22, 2007

CME GROUP INC. (CME) (CIK 0001156375)
Date: Feb. 22, 2007 · CIK: 0001156375 · Accession: 0001193125-07-036907

Offering / Registration Process Regulatory Compliance Financial Reporting

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File numbers found in text: 333-139538

Date
February 22, 2007
Author
Branch Chief
Form
CORRESP
Company
CME GROUP INC. (CME) (CIK 0001156375)

Letter

VIA EDGAR AND FACSIMILE Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549-0303 RE: Chicago Mercantile Exchange Holdings Inc. Registration Statement on Form S-4 (File No. 333-139538)

Dear Ms. Hardy:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Chicago Mercantile Exchange Holdings Inc. (the “Registrant”), respectfully requests that the effective date of the Registration Statement on Form S-4 (File No. 333-139538) filed by the Registrant on December 21, 2006, be accelerated by the Securities and Exchange Commission (the “Commission”) to February 26, 2007 at 3:00 p.m., Eastern Time, or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

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

The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Michael P. McGrane of Skadden, Arps, Slate, Meagher & Flom LLP at (312) 407-0808 and that such effectiveness also be confirmed in writing.

Very truly yours,
CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.

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CORRESP
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Acceleration Request Letter

 CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.

 20 South Wacker Drive

 Chicago, Illinois 60606

 (312) 930-1000

 February 22, 2007

VIA EDGAR AND FACSIMILE

 Jennifer R. Hardy

 Branch Chief

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F. Street, N.E.

 Washington, D.C. 20549-0303

RE:

Chicago Mercantile Exchange Holdings Inc.

Registration Statement on Form S-4 (File No. 333-139538)

 Dear Ms. Hardy:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended, Chicago Mercantile Exchange Holdings Inc. (the “Registrant”), respectfully requests that the effective date of the Registration Statement on
Form S-4 (File No. 333-139538) filed by the Registrant on December 21, 2006, be accelerated by the Securities and Exchange Commission (the “Commission”) to February 26, 2007 at 3:00 p.m., Eastern Time, or as soon as
practicable thereafter.

 The Registrant hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

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

 The Registrant respectfully requests that it be notified of such
effectiveness by a telephone call to Michael P. McGrane of Skadden, Arps, Slate, Meagher & Flom LLP at (312) 407-0808 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.

 By:

 /s/ Kathleen M. Cronin

 Name:

Kathleen M. Cronin

 Title:

Managing Director, General Counsel and Corporate Secretary