Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HUTCHINS GLENN H
   2. Issuer Name and Ticker or Trading Symbol
AMERITRADE HOLDING CORP [AMTD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
9 WEST 57TH STREET, 25TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
12/20/2005
(Street)

NEW YORK, NY 10019		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/20/2005   S   11,466,209 D $ 24.03 0 I (1) (2) (3) See footnotes (1), (2) and (3).
Common Stock               15,519 (4) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HUTCHINS GLENN H
9 WEST 57TH STREET
25TH FLOOR
NEW YORK, NY 10019		   X      
SILVER LAKE PARTNERS LP
2725 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025		     X    
SILVER LAKE INVESTORS LP
2725 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025		     X    
SILVER LAKE TECHNOLOGY INVESTORS LLC
2725 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025		     X    

Signatures

 Alan K. Austin, as attorney-in-fact for Glenn H. Hutchins   12/22/2005
**Signature of Reporting Person Date
 Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Technology Associates, L.L.C., the General Partner of Silver Lake Partners, L.P.   12/22/2005
**Signature of Reporting Person Date
 Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Technology Associates, L.L.C., the General Partner of Silver Lake Investors, L.P.   12/22/2005
**Signature of Reporting Person Date
 Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Technology Management, L.L.C., the Manager of Silver Lake Technology Investors, L.L.C.   12/22/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Owned by Silver Lake Partners, L.P., Silver Lake Investors, L.P. and Silver Lake Technology Investors, L.L.C. (collectively, the "Silver Lake Entities"). Silver Lake Technology Associates, L.L.C. is the General Partner of each of Silver Lake Partners, L.P. and Silver Lake Investors, L.P. Silver Lake Technology Management, L.L.C. is the Manager of Silver Lake Technology Investors, L.L.C. Mr. Hutchins is a Managing Member of each of Silver Lake Technology Associates, L.L.C. and Silver Lake Technology Management, L.L.C. As such, he could be deemed to have shared voting or dispositive power over the shares owned by the Silver Lake Entities. Mr. Hutchins, however, disclaims beneficial ownership in these shares, except to the extent of his pecuniary interest in the Silver Lake Entities.
(2) The Silver Lake Entities are members of a Section 13(d) "group" as reflected in a Schedule 13G filed on February 14, 2004 with the Securities and Exchange Commission. The shares of the issuer owned by the members of the "group" in the aggregate exceed 10%. The Silver Lake Entities disclaim beneficial ownership of the shares held by the other members of the Section 13(d) "group" and Mr. Hutchins disclaims beneficial ownership in all shares held by the "group," except to the extent of his pecuniary interest in the shares held by the Silver Lake Entities. The Silver Lake Entities have disposed of all their shares subject to the stockholder agreement that is the basis for the "group" and no longer beneficially own in excess of 10% of issuer's stock.
(3) See attached Exhibit 99.1.
(4) The Silver Lake Entities disclaim beneficial ownership in these shares except to the extent of any pecuniary interest therein.

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