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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                FORM 10-K/A No. 1

(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the Fiscal year ended September 25, 1998 
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _________ to _________

                         Commission file number: 0-22163
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                         AMERITRADE HOLDING CORPORATION
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             (Exact name of registrant as specified in its charter)

                DELAWARE                                   47-0642657
     -------------------------------                 ----------------------
     (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                 Identification Number)

                 4211 SOUTH 102ND STREET, OMAHA, NEBRASKA 68127
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                    (Address of principal executive offices)
                                   (Zip Code)

                                (402) 331-7856
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                       (Registrant's telephone number,
                             including area code)

                              ------------------

Securities registered pursuant to Section 12(b) of the Act:
           Title of each class        Name of each exchange on which registered
           -------------------        -----------------------------------------
                  None                                None


                                                                                
          Securities registered pursuant to Section 12(g) of the Act:
                                 Title of class
                                 --------------
                     Class A Common Stock - $0.01 par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
 Yes (X) No (  )

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ( )

As of December 15, 1998, the aggregate market value of the Class A Common Stock
held by non-affiliates of the registrant was approximately $513 million computed
by reference to the final sale price of the stock on December 15, 1998 on the
Nasdaq stock market. All of the Class B Common Stock is held by affiliates of
the registrant. The number of shares of Class A Common Stock outstanding as of
December 15, 1998 was 26,299,918 shares. The number of shares of Class B Common
Stock outstanding as of December 15, 1998 was 2,728,800 shares.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1998 Annual Report to Stockholders (incorporated into Part II
hereof) Definitive Proxy Statement relating to the Company's 1999 Annual Meeting
to be filed hereafter (incorporated into Part III hereof)
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. The information
about Directors required to be furnished pursuant to this item is incorporated
by reference from portions of the Company's definitive proxy statement for its
1999 annual meeting of stockholders to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A within 120 days after September 25, 1998
(the "Proxy Statement"). Information about Executive Officers is shown on pages
7 and 8 of this filing.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's Directors and officers, and persons who own more
than ten percent of a registered class of the Company's equity securities, to
file with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Directors, officers and greater than ten percent
holders are required by SEC regulation to furnish the Company with copies of all
Section 16(a) reports they file.

To the Company's knowledge, except as noted below, based solely on review of the
copies of the above-mentioned reports furnished to the Company and written
representations regarding all reportable transactions, during the fiscal year
ended June 30, 1998, all Section 16(a) filing requirements applicable to its
Directors and officers and greater than ten percent beneficial owners were
complied with on time, except that J. Peter Ricketts, the Secretary of the
Company, filed one late report on Form 4 relating to a single transaction.



                                   SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange  
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Omaha,
State of Nebraska, on the 20th day of January, 1999.



                                   AMERITRADE HOLDING CORPORATION



                                   By: /s/ Robert T. Slezak                    
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                                       Robert T. Slezak, Vice President, Chief 
                                       Financial Officer, Treasurer and Director





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