SecProbe.io

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Mail-Stop 4561
						October 17, 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
                     Preliminary Proxy Statement
	         File No. 0-49992
                     Filed September 12, 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.

General
1. We are still considering your response filed on September 21,
2005
to our comments on your prepaid forward contracts.
2. Please advise us whether TD received Ameritrade projections.
3. The proxy statement should begin with a Summary Term Sheet.  It
must begin on the first or second page of the proxy statement and
cross-reference to more detailed discussions.  Including the
information as the first answer in a more extended question-and-
answer section is not sufficient.
4. Please provide the staff a copy of the board book.

Letter to Stockholders
5. With respect to the third bullet and last sentence therein,
revise
to also state that Ameritrade is required to declare the dividend
prior to the completion of the merger and the record date must be
before the issuance of the merger shares.

Questions and Answers about the Special Dividend, page 5
6. Revise A1 to disclose, as of the most recent practicable date,
the
dividend amount Ameritrade can declare, under regulatory
restrictions, and the amount of cash at that date available to pay
dividends. In addition, using the pro forma financials included
herein, the amounts available, assuming the proposed transaction
is
approved. Finally, assuming the transaction is approved, disclose
the
estimated cash required to pay the $6.00 dividend.
7. Revise A2 to clarify what is meant by "TD will effectively fund
$1.00 of the special dividend". In this regard the staff notes
that
the pro formas indicate receiving approximately $330 million in
cash
and there are approximately 450 million shares outstanding.
8. Revise A2 to disclose the amount of borrowing capacity
available
to Ameritrade under its existing borrowing facilities. In
addition,
disclose the estimated annual interest cost on anticipated monies
borrowed to pay the dividend.
9. Revise A3 to indicate when the Company anticipates declaring
and
paying the dividend.
10. Revise A6 to indicate whether the adjustment to the equity
awards
will result in additional compensation expense and, if so, the
estimated amount.

Questions and Answers about the Tender Offer, page 7
11. Revise A1 to disclose Mr. Rickett`s current intentions
regarding
participating in the tender offer. If he currently intends to
participate, so state. If not, disclose what factors will
determine
whether or not he will participate. In addition, disclose the
number
of shares that potentially could be purchased to bring each party
up
to the percentages disclosed and the total cost at $16/share.

Ameritrade Executive Officers and Directors, page 12
12. Revise the first paragraph to disclose the number of current
directors and the number obligated under any and all agreements to
vote in favor of the proposed transaction and the number of
directors
whose interest may be different than other shareholders.
The Share Purchase Agreement, page 16
13. Revise the termination fee disclosures on page 19 to briefly
discuss the "specified circumstances" or add across-reference to a
fuller discussion elsewhere in the proxy statement.

Comparative Historical and Pro Forma Per Share Data, page 23
14. Please revise to delete the pro forma EPS information for TD
Ameritrade and disclose that comparative per share data for TD
Waterhouse shareholders is not available as separate historical
EPS
was not previously reported.  Also, disclose how you calculated
comparative pro forma book value for TD Ameritrade, including the
conversion ratio used.  This appears to be pro forma information
and
not comparative pro forma information.

Risk Factors, page 30
15. The risk factor on page 33 about the risks to Ameritrade if
the
transaction does not occur is not a risk of the transaction and is
coercive.  Please delete it.

Cautionary Statement Concerning Forward-Looking Statements, page
34
16. The safe harbor is not available for statements, as here, made
in
connection with a tender offer.  Please revise.

The Transaction, page 40
17. Please revise the discussion of the background to include
negotiation of the principal terms of the transaction, including
price.  Please include similar information with regard to the
E*TRADE
offers.

Ameritrade`s Reasons for the Transaction, page 48
18. Either include the greater debt and dilution to be experienced
by
Ameritrade holders as negatives of the transaction, or have the
board
explain why they are positives.
19. The board should specifically mention each line item analysis
underlying the fairness opinion that does support its
recommendation
and explain why, in light of such analyses, it is recommending the
transaction.
20. On page 49 you list the "financial terms of the acquisition of
TD
Waterhouse, including the immediate liquidity to be provided to
Ameritrade stockholders through the special dividend and the
tender
offer to be made by TD (and J. Joe Ricketts at his election) . . .
"
in support of the board`s determination that the merger is fair to
and advisable for the Ameritrade shareholders.  As it appears that
tender offer may be for as little at eight percent of the
outstanding
shares, it is unclear how the tender offer supports this factor,
particularly in light of the fact that the price to be paid in the
tender offer is unknown at this time.  We note that the offer
price
will be a minimum of $16.00 per share, but it is unclear whether
the
price will be considered favorable to security holders.
Furthermore,
if the offer is oversubscribed, it appears that there may be
significant proration.  Please clarify the discussion on page 49
accordingly.  In addition, please revise the document to clarify
the
purpose of the tender offer and highlight this information in the
Q&A.  We understand that TD and Mr. Ricketts may wish to increase
their holdings up to the disclosed percentages, but it is unclear
why
the transaction was structured in this way.  In addition, please
revise the Q&A section to highlight the percentage of outstanding
shares that will be purchased in the tender offer if Mr. Ricketts
does participate and if he does not participate.  Finally, we note
that Mr. Ricketts may elect to participate in the tender offer;
however, he has not been included as a filing person on the
preliminary communications filed on Schedule TO-C pursuant to Rule
14d-2(b).  Please advise.

Pro Forma Merger Analysis, page 56
21. Revise the second bullet on the bottom of page 56 to indicate
whether or not interest expense on the debt was estimated and
considered in the analysis.

Other Factors, page 58
22. With regard to the last full sentence on page 59,
supplementally
advise of us as to whether TA has engaged or will engage in any
transactions with respect to Ameritrade stock or derivatives prior
to
the closing of the transaction. If so, provide the details.
23. Please give the amount of compensation Citigroup received in
each
of the transactions mentioned in the last paragraph of page 59.

New or Amended Employment Agreements, page 60
24. Please contrast the terms of the new and old contracts.

Financial Statements of TD Waterhouse Group, Inc., beginning on
page
124

General
25. Please revise to provide the segment disclosures required by
paragraphs 25-33 of SFAS 131 or tell us why you believe they are
not
required.

Consolidated Statements of Changes in Stockholders` Equity, page
127
26. Please revise the footnotes to the financil statements to
provide
a discussion of the nature of the $1,022,000 and $750,000 increase
in
additional paid in capital relating to the deemed contribution for
stock compensation for fiscal year 2004 and 2003, respectively,
including how the amounts were determined.

Note 2. Summary of Significant Accounting Policies, page 130

General
27. Please revise to disclose the redemption features of your
Preferred, Class A Common and Class B Common stock and clarify how
you considered the guidance of SFAS 150 in determining the
classification and measurement of these financial instruments.
28. Please revise to disclose your revenue recognition policy
related
to interest charged on receivables from customers (margin loans).

Business Combinations, Goodwill and Intangible Assets, Page 132
29. Please revise to disclose the changes in the carrying amount
of
goodwill during each of the periods presented in accordance with
paragraph 45 of SFAS 142.
30. Please revise to provide a description of the facts and
circumstances leading to each of your goodwill impairments and the
method used to determine the fair value of the associated
reporting
unit (whether based on quoted market prices, prices of comparable
businesses, a present value or other valuation technique, or a
combination thereof).
31. We note the majority of your intangible assets other than
goodwill relate to your November 2001 R.J. Thompson Holdings, Inc.
acquisition.  We also note that R.J. Thompson ceased to be an
operating entity in 2004.  Please revise to disclose the nature of
this intangible asset and why the three year useful life did not
begin until February 2004.
32. Please tell us if you reviewed the intangible asset for
impairment in accordance with SFAS 144.  If you did not, please
tell
us why.

Note 5. Investment Securities, page 137
33. Please revise to provide the disclosures required by paragraph
21
of EITF 03-1 related to your available for sale portfolio.
34. Please revise to disclose and discuss the facts and
circumstances
resulting in the write down on investments reflected in the
statements of cash flows, including how you identified and
measured
the impairment, the specific nature of the underlying investments
and
where you included these amounts in the statements of income.
Also,
revise MD&A as applicable.

Note 7. Receivables from and Payables to Customers, page 140
35. Please revise to clarify how you account for unsecured or
partially secured receivables greater than 30 days and quantify
the
amounts for the periods presented.
36. Please revise to disclose your methodology for determining
your
allowance related to receivables from customers.

Note 13. Financial Instruments with Off-Balance Sheet Risk, page
143
37. We note you report a liability of $727 million as of October
31,
2004 related to "swap contracts with affiliate".  Please tell us
if
the counterparties to these swaps are consolidated subsidiaries or
external parties to TD Waterhouse Group, Inc..  We note footnote
13
discloses that swaps were entered through TDW Canada, TDW Bank,
both
consolidated subsidiaries and TD Bank, your parent.  If they are
with
external parties, please revise your line item description to
indicate that the counter-party is not an affiliate.  If they are
with consolidated subsidiaries, please tell us why you did not
eliminate this activity.
38. Please revise to provide  disaggregated disclosure of the $727
million swap liability as of October 31, 2004 based on the nature
of
the swap (foreign exchange contract, cross currency interest rate
swap, etc.) linked with the hedged item (Canadian dollar mortgage-
backed securities classified as available for sale, Canadian
dollar
mortgage-backed securities classified as trading, etc.).  For each
hedge relationship, disclose whether you have designated the swap
as
a hedge in accordance with SFAS 133, the type of hedge (fair
value,
cash flow, etc) and how you assess effectives for each SFAS 133
hedge
relationship.
39. For each SFAS 133 hedge relationship identified above for
which
you use the short-cut method of assessing hedge ineffectiveness,
please provide us with the following information.

* Clearly identify and explain the terms of the hedged items.

* Clearly identify and explain the terms of the swaps used to
hedge
each type of hedged item and explain how you determined those
terms
match the terms of the hedged items.

* For each type of hedged item, tell us how met the requirements
of
paragraph 68 of SFAS 133.

Note 14. Stock Options, page 144
40. We note you recorded $2.4 million and $1.7 million for the
fair
value of options granted to employees in the years ended October
31,
2004 and 2003, respectively.  Please revise to disclose if the
options granted related to this expense had cash settlement
features.
41. Please tell us what "transferred in" and "transferred out"
stock
options represent in your summary roll forward of stock options
and
the specific accounting guidance on which you rely to account for
these transactions.

Note 17. Profit Sharing, 401(k) Plans and Other Stock-Based
Compensation, page 148
42. Please revise to disclose how you recognize compensation cost
related to your restricted share unit plan described in the fourth
paragraph on page 148.
43. We note you recognize compensation expense in the year in
which
the deferred portion of the annual cash incentive award is paid
related to your Senior Executive Deferred Share Unit Plan.  Please
tell us the accounting guidance you rely on for this accounting
policy.  Also, tell us the amount of the annual cash incentive
award
deferred for each of the periods presented.

Note 21. Subsequent Events, page 154
44. Please revise to disclose how the redemption of your class B
Common stock affected the equity section of your Balance Sheet.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 162
45. Your discussion of the results of operations for all periods
appears overly abbreviated.  It seems to focus on quantifying the
changes between periods without providing a discussion of the
items
that have changed and how they drive your business.  Also, you do
not
appear to discuss in any detail the factors contributing to the
underlying changes between periods or management`s expectations as
to
the related trends depicted by the changes.  Please refer to
Release
No. 33-8350 Commission Guidance Regarding Management`s Discussion
and
Analysis of Financial Condition and Results of Operations and
revise
this section accordingly.

Unaudited Pro Forma Combined Condensed Financial Statements of TD
Ameritrade, page 175
46. Please revise to disclose separately material nonrecurring
charges or credits and the related tax effects which result
directly
from the transaction and which will be included in income within
the
12 months following the transaction.  Clearly indicate that such
charges or credits were not considered in the pro forma condensed
income statement.  Refer to Rule 11-02(b)(5) of Regulation S-X.
Please include a discussion of these charges in the Summary Term
Sheet Section added based on the comment above.
47. Please revise to disclose TD Waterhouse`s revenue and income
for
the last three months of operations for the year ended October 31,
2004 sinc