SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HUTCHINS GLENN H (Last) (First) (Middle) 9 WEST 57TH STREET 25TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 12/20/2005
	4. If Amendment, Date of 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

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

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* HUTCHINS GLENN H (Last) (First) (Middle) 9 WEST 57TH STREET 25TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SILVER LAKE PARTNERS LP (Last) (First) (Middle) 2725 SAND HILL ROAD, SUITE 150 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SILVER LAKE INVESTORS LP (Last) (First) (Middle) 2725 SAND HILL ROAD, SUITE 150 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SILVER LAKE TECHNOLOGY INVESTORS LLC (Last) (First) (Middle) 2725 SAND HILL ROAD, SUITE 150 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

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.

	Alan K. Austin, as attorney-in-fact for Glenn H. Hutchins	12/22/2005
	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
	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
	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
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