Registration No. 333-_________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MARKETAXESS HOLDINGS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	52-2230784
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
140 Broadway, 42nd Floor New York, NY	10005
(Address of Principal Executive Offices)	(Zip Code)

MarketAxess Holdings Inc. 2000 Stock Incentive Plan
MarketAxess Holdings Inc. 2001 Stock Incentive Plan
MarketAxess Holdings Inc. 2004 Stock Incentive Plan
(Full Title of the Plans)

Richard M. McVey
Chief Executive Officer
MarketAxess Holdings Inc.
140 Broadway, 42nd Floor
New York, NY 1005
(Name and Address of Agent for Service)

(212) 813-6000
(Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Adam J. Kansler, Esq.
Brian B. Margolis, Esq.
Proskauer Rose LLP
1585 Broadway
New York, NY 10036
(212) 969-3000

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum		Amount
Title Of Each Class Of Securities	Amount To Be		Offering Price		Aggregate		Of
To Be Registered	Registered(1)		Per Share(2)		Offering Price(2)		Registration Fee (3)
2000 Stock Incentive Plan
Common Stock, par value $0.003 per share		902,323	$	10.50	$	9,474,392	$	1,200.41
2001 Stock Incentive Plan
Common Stock, par value $0.003 per share		3,071,629	$	10.50	$	32,252,105	$	4,086.34
2004 Stock Incentive Plan
Common Stock, par value $0.003 per share		3,087,354	$	10.50	$	32,417,217	$	4,107.26
					Aggregate Registration Fee:  $9,394.01

(1)	Represents the maximum aggregate number of shares of common stock that may be granted under each of the following plans sponsored by the Registrant: the MarketAxess Holdings Inc. 2000 Stock Incentive Plan, the MarketAxess Holdings Inc. 2001 Stock Incentive Plan and the MarketAxess Holdings Inc. 2004 Stock Incentive Plan (collectively, the “Plans”). This Registration Statement shall also cover any additional shares of the Registrant’s common stock which become issuable under the Plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock.
(2)	Calculated solely for purposes of the registration fee for this offering in accordance with Rule 457(h)(1) of the Securities Act of 1933, as amended, on the basis of the highest proposed selling price per share of the Registrant’s Common Stock.
(3)	Previously paid in connection with the Registrant’s Registration Statement on Form S-1, (File No. 333-112718).

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
EXHIBIT INDEX
EX-5.1: OPINION OF PROSKAUER ROSE LLP
EX-23.2: CONSENT OF PRICEWATERHOUSECOOPERS LLP

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     MarketAxess Holdings Inc., a Delaware corporation (the “Company” or “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(a)

The Registrant’s Registration Statement No. 333-112718 on Form S-1 filed with the Commission on February 11, 2004, as amended on Forms S-1/A filed with the Commission on April 1, 2004, May 7, 2004, May 14, 2004, June 23, 2004, August 5, 2004, September 24, 2004, November 1, 2004 and November 4, 2004 (the “S-1 Registration Statement”), in which there is set forth the audited financial statements for the Registrant as of December 31, 2002 and 2003 and for each of the years in three-year period ended December 31, 2003;

(b)

The Registrant’s Registration Statement No. 000-50670 on Form 8-A filed with the Commission on April 1, 2004 pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”), in which there is described the terms, rights, and provisions applicable to the Registrant’s common stock, par value $0.003 per share (the “Common Stock”).

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the issuance of the shares of Common Stock offered hereby have been passed upon by Proskauer Rose LLP, 1585 Broadway, New York, New York 10036.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware provides that a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees and agents in connection with actions, suits or proceedings brought against them by a third party or in the right of the corporation, by reason of the fact that they were or are such directors, officers, employees or agents, against expenses incurred in any action, suit or proceeding. The Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide for indemnification of directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended from time to time, and the Company has entered into indemnification agreements with its directors that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law.

     Section 102(b)(7) of the General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s Amended and Restated Certificate of Incorporation contains such a provision.

     The Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws authorize the Company to purchase insurance for directors, officers, employees and agents of the Company against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such. The Company may advance expenses to its directors, officers and employees in connection with a legal proceeding, subject to limited exceptions. The Company intends to maintain insurance coverage for its directors and officers under a directors and officer’s liability insurance policy as well as coverage to reimburse the Company for potential costs of its indemnification of directors and officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.	Description
5.1*	Opinion of Proskauer Rose LLP.
23.1*	Consent of Proskauer Rose LLP (included in the opinion filed as Exhibit 5.1).
23.2*	Consent of PricewaterhouseCoopers LLP.
24.1*	Power of Attorney (included on signature page).
*	Filed herewith.

Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

     (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York on this 4th day of November, 2004.

MARKETAXESS HOLDINGS INC.
By:	/s/ RICHARD M. MCVEY
	Richard M. McVey
	President, Chief Executive Officer and Chairman of the Board of Directors

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Richard M. McVey, Charles R. Hood and James N.B. Rucker, or any of them individually, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in such person’s name, place and stead, in the capacities indicated below, to sign this Registration Statement on Form S-8 of MarketAxess Holdings Inc. and any and all amendments (including post-effective amendments) thereto, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might, or could, do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on November 4, 2004 by the following persons in the capacities indicated.

Signature	Title
/s/ RICHARD M. MCVEY Richard M. McVey	President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
/s/ JAMES N.B. RUCKER James N.B. Rucker	Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ STEPHEN P. CASPER Stephen P. Casper	Director
/s/ WILLIAM CRONIN William Cronin	Director
/s/ RONALD M. HERSCH Ronald M. Hersch	Director
/s/ WAYNE D. LYSKI Wayne D. Lyski	Director

Signature	Title
/s/ JEROME S. MARKOWITZ Jerome S. Markowitz	Director
/s/ NICOLAS S. ROHATYN Nicolas S. Rohatyn	Director
/s/ JOHN STEINHARDT John Steinhardt	Director

EXHIBIT INDEX

Exhibit No.	Description
5.1*	Opinion of Proskauer Rose LLP.
23.1*	Consent of Proskauer Rose LLP (included in the opinion filed as Exhibit 5.1).
23.2*	Consent of PricewaterhouseCoopers LLP.
24.1*	Power of Attorney (included on signature page).

*  Filed herewith