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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1. Name and Address of Reporting Person * RICKETTS J PETER   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) 4211 SOUTH 102ND STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/21/2005 (Street) OMAHA, NE 68127 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 12/21/2005   M(1)   125,000 A $ 5.17 1,311,477 D   Common Stock 12/22/2005   S(1)   62,500 D $ 24.026 1,248,977 D   Common Stock 12/22/2005   S(1)   62,500 D $ 24.01 1,186,477 D   Common Stock 12/22/2005   G   37,390 D $ 0 1,149,087 D   Common Stock               35,600 I By his children (2) Common Stock               464,624 I By trust (3) Common Stock               5,453,010 I By annuity trusts (4)

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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

Stock Options

$ 5.17

12/21/2005

M(5)

125,000

(6)

01/22/2013

Common Stock

125,000

(7)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RICKETTS J PETER 4211 SOUTH 102ND STREET OMAHA, NE 68127	X

Signatures

/s/ Nancy McCabe as attorney-in-fact for J. Peter Ricketts		12/23/2005
**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)	Shares received upon exercise of Stock Options and subsequent sale of such shares.
(2)	Shares are held by trusts created for Mr. Ricketts' children.
(3)	Shares are held by Mr. Ricketts in his capacity as trustee of the Marlene M. Ricketts 1999 Irrevocable Trust f/b/o J. Peter Ricketts of which trust Mr. Ricketts is sole beneficiary.
(4)	Shares are held by the Marlene M. Ricketts 2003-1 Qualified Annuity Trust, the Marlene M. Ricketts 2004-1 Qualified Annuity Trust and the Marlene M. Ricketts 2004-2 Qualified Annuity Trust, for which Mr. Ricketts is Co-Trustee and his mother is sole beneficiary.
(5)	Exercise of Stock Options.
(6)	Options granted January 22, 2003 and 25% are exercisable each year over a four year period.
(7)	Reflects stock options granted pursuant to Rule 16b-3.

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