SecProbe.io

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Mail Stop 4561

June 10, 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 the above referenced filing, limiting our
review to those issues addressed in our comments.  Please provide
us
with the requested information so we may better understand your
disclosure.  After reviewing this information, we may raise
additional comments.  Please provide disclosures in your future
filings that clarify the issues addressed in our comments.

	Please understand that 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 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 tell us how your prepaid variable forward contract
hedging
relationship meets the requirements of paragraph 29 of SFAS 133.
Specifically, tell us how you determined that cash flows
associated
with the forecasted sale of Knight shares are probable.

2. Please tell us how you assess prospective and retrospective
hedge
effectiveness and how you measure hedge ineffectiveness at each
measurement date.

	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 responses 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 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 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.

	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
June 10, 2005
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