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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-K

(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934 for the fiscal year ended September 24, 1999

( ) 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
             (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
                    (Address of principal executive offices)
                                   (Zip Code)
                                 (402) 331-7856
              (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, 1999, the aggregate market value of the Class A Common Stock
held by non-affiliates of the registrant was approximately $4.2 billion computed
by reference to the final sale price of the stock on December 15, 1999 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, 1999
was 159,339,473 shares.
The number of shares of Class B Common Stock outstanding as of December 15, 1999
was 16,372,800 shares.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1999 Annual Report to Stockholders (incorporated into Part II
hereof)
Definitive Proxy Statement relating to the Company's 2000 Annual Meeting to be
filed hereafter (incorporated into Part III hereof)

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                         AMERITRADE HOLDING CORPORATION

                                      INDEX

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                                                                                        Page No.
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                                          PART I

<S>                                                                                       <C>
Item 1.   Business                                                                         3
Item 2.   Properties                                                                       10
Item 3.   Legal Proceedings                                                                11
Item 4.   Submission of Matters to a Vote of Security Holders                              11
          Executive Officers of the Registrant                                             11

                                         PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters            12
Item 6.   Selected Financial Data                                                          13
Item 7.   Management's Discussion and Analysis of Financial Condition and Results of       13
          Operations
Item 7A.  Quantitative and Qualitative Disclosures about Market Risk                       13
Item 8.   Financial Statements and Supplementary Data                                      14
Item 9.   Changes in and Disagreements With Accountants on Accounting and Financial        14
          Disclosure

                                         PART III

Item 10.  Directors and Executive Officers of the Registrant                               14
          Section 16(a) Beneficial Ownership Reporting Compliance                          14
Item 11.  Executive Compensation                                                           14
Item 12.  Security Ownership of Certain Beneficial Owners and Management                   14
Item 13.  Certain Relationships and Related Transactions                                   14

                                         PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K                  14
          Exhibit Index                                                                    15
          Signatures                                                                       22
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UNLESS OTHERWISE INDICATED, REFERENCES TO "WE", "US" OR "COMPANY" MEAN
AMERITRADE HOLDING CORPORATION ("HOLDING") AND ITS SUBSIDIARIES AMERITRADE
(INC.) ("AMERITRADE"), ACCUTRADE, INC. ("ACCUTRADE"), ADVANCED CLEARING, INC.
("ADVANCED CLEARING"), AMERIVEST, INC. ("AMERIVEST") AND ONMONEY FINANCIAL
SERVICES CORPORATION ("ONMONEY"), COLLECTIVELY, AND REFERENCES TO "FISCAL" MEAN
THE COMPANY'S FISCAL YEAR ENDED THE LAST FRIDAY OF SEPTEMBER.

Except for historical information contained herein, the matters discussed in
this report contain certain forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
anticipated in such forward looking statements. Factors that may cause such
differences include, but are not limited to: the effect of customer trading
patterns on Company revenues and earnings; computer system failures; risks
associated with the Year 2000 computer systems conversions; the effects of
competitors' pricing, product and service decisions and intensified competition;
evolving regulation and changing industry customs and practices adversely
affecting the Company; adverse results of litigation; changes in revenues and
profit margin due to cyclical securities markets and interest rates; and a
significant downturn in the securities markets over a short period of time or a
sustained decline in securities prices and trading volumes.

PART I
ITEM 1.  BUSINESS

The Company was established in 1971 and has been engaged in the discount
brokerage industry since 1975. We are a leading provider of online discount
brokerage services. We provide technology-based brokerage services to retail
investors through a variety of mediums, primarily through the Internet. Our
services appeal to a broad market of self-directed retail investors who are
value conscious. We use our low-cost platform to offer brokerage services to
investors at prices that are significantly lower than prices offered by our
major competitors. Our goal is to provide the best execution using the best
information at the best price.

We were one of the earliest participants in the growing online brokerage
industry, pioneering online trading with the first Internet trade in 1994. Since
initiating online trading, we have dramatically increased our number of core
discount brokerage accounts, average daily trading volume and total assets in
customer accounts, while significantly lowering our pre-advertising operating
costs per trade. We expect online brokerage activity to continue to expand,
creating opportunities for us to leverage our market position and cost structure
for further growth and profitability.

We operate through our four principal operating subsidiaries, including
Ameritrade, Accutrade, Advanced Clearing and AmeriVest. We serve most of our
retail discount brokerage customers through Ameritrade. In 1997, we began to
emphasize our Ameritrade brand and focus on positioning ourselves as a major
player in the low commission segment of online brokerage. We serve customers who
desire a higher degree of personalized service through Accutrade. Ameritrade and
Accutrade enable us to target and service retail customers differentiated
primarily by price sensitivity and level of personalized service sought.
Advanced Clearing provides clearing services to Ameritrade and Accutrade, as
well as to independent broker-dealers and other correspondents. AmeriVest
provides wholesale discount brokerage services to depository institutions.
Additionally, we are developing an Internet-based personal financial management
system through our OnMoney subsidiary.

BUSINESS STRATEGY
Our business strategy is to capitalize on the growth of the online brokerage
industry. The key elements of our strategy are as follows:

      -  ESTABLISH AMERITRADE AS THE DOMINANT BRAND IN ONLINE TRADING. We intend
         to establish Ameritrade as the dominant global brand in the online
         discount brokerage market. We plan to achieve this goal by providing a
         compelling value proposition in order to attract and retain online
         discount brokerage customers as well as through aggressive promotion of
         the Ameritrade brand name. Since October 1997, we have invested over
         $100.0 million in advertising programs and plan to substantially
         increase the amount we spend on advertising in the future. We also plan
         to pursue opportunities to strengthen our brand positioning and
         increase our customer base through strategic acquisitions.
      -  FOCUS ON ONLINE DISCOUNT BROKERAGE SERVICES. We plan to maintain our
         focus on attracting self-directed investors to our online discount
         brokerage services. Approximately 95 percent of our net revenues are
         derived from our retail discount brokerage service. We believe that
         this focus promotes efficiencies and capitalizes on projected growth in
         the industry.
      -  EXPAND OUR CAPACITY AND INFRASTRUCTURE TO MEET EXPECTED INCREASES IN
         TRADING VOLUME. We continually enhance our systems to provide timely
         and reliable service to our customers. In fiscal 1999, we made a
         substantial investment in technology and infrastructure to meet
         increases in trading volume. We will continue to add capacity and
         reliability to


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         meet expected increases in trading volume and customer accounts. We
         have also expanded our management team, added support personnel and
         opened additional customer service and technology centers to support
         our growth.
      -  CONTINUE TO OFFER INNOVATIVE TECHNOLOGIES AND SERVICE ENHANCEMENTS TO
         OUR CUSTOMERS. We seek to provide our customers with the most advanced
         technology and service available. During fiscal 1998, we released
         "DarwinTM: Survival of the Fittest" ("Darwin"), the first interactive
         CD-ROM-based options trading simulator. During fiscal 1999, we reached
         an agreement with MicroStrategy(R)Incorporated to develop a
         comprehensive suite of financial service offerings, including
         personalized investor information available by cellular telephone,
         pager or e-mail and entered into an agreement with Sprint PCS Group to
         enable our customers to access their accounts, place trades and receive
         stock alerts via the Internet using The Sprint PCS Wireless Web and a
         new generation of digital phones. We have also recently entered into an
         agreement with TROY Group, Inc. to allow rapid account opening and
         funding by new customers. We intend to further develop our data
         gathering and tracking system to enable us to determine the needs of
         our various customer segments and tailor our services to their
         individual needs.
      -  BE THE LOWEST COST PROVIDER OF QUALITY SERVICES. As the volume of
         online trading further expands and our online trading volume increases,
         we intend to continue to lower our operating costs per trade by
         creating economies of scale, using proprietary systems and automation
         and locating our operations in low-cost geographical areas. We have
         significantly reduced our pre-advertising operating expenses per trade
         and will continue to maintain our cost discipline.
      -  EXPAND OUR ACCESS TO INTERNATIONAL CUSTOMERS. We plan to increase our
         customer base and build brand awareness by selectively forming
         strategic alliances with international financial services leaders.
         During fiscal 1999, we formed an alliance with Deutsche Bank in
         Germany, which provides its substantial customer base the ability to
         trade on the United States markets through Ameritrade. In addition, we
         are in discussions with Cortal, a subsidiary of Banque Paribas, in
         France, and several other international financial institutions
         regarding the provision of similar trading services to their customers.

ONLINE DISCOUNT BROKERAGE INDUSTRY OVERVIEW
The online discount brokerage industry in which we compete has grown rapidly in
the past few years. A number of factors have contributed to this growth,
including:
      -  enduring strength and recent growth of the United States equity
         markets, with equity market capitalization in the United States
         doubling in the past five years to over $15 trillion;
      -  increased accessibility to and affordability of brokerage services made
         possible by rapid advances in communications and processing technology
         and by increasing competition among brokerage companies;
      -  increased consumer acceptance of and confidence in the Internet as a
         reliable, secure and cost-effective medium for financial transactions;
      -  the availability of financial information online, including research,
         real-time quotes, charts, news and company information;
      -  the appeal of online trading to investors based on lower prices,
         greater range of investment alternatives and greater control over
         investment decisions; and
      -  growth in financial assets held by individual investors.

AMERITRADE
Ameritrade is a leading full-service provider of low-cost, high-value online
discount brokerage services to the rapidly expanding population of self-directed
investors in the United States and abroad. Ameritrade was formed in 1997 through
the consolidation of the accounts of Ceres Securities, Inc., K. Aufhauser &
Company, Inc. and the eBroker division of All American Brokers, Inc. In October
1997, we launched an aggressive advertising campaign to introduce our
revolutionary "8 bucks a trade" campaign and began emphasizing our Ameritrade
brand as the major player in the low commission segment of online brokerage. The
campaign succeeded in building brand awareness. From October 1997 through the
end of fiscal 1999, we opened 462,000 new accounts, added a net $15.6 billion to
assets in customer accounts and increased the number of trades per day at a
274 percent compound annual growth rate. We intend to continue the substantial
advertising and marketing program to establish Ameritrade as the dominant brand
in online trading.

OUR PRODUCTS AND SERVICES
Ameritrade is focused on being the best provider of online discount brokerage
services. Our goal is to "bring Wall Street to Main Street." The products and
services we offer reflect this goal. Our products include:
      -  COMMON AND PREFERRED STOCK. Customers can purchase common and preferred
         stocks and American depository receipts traded on any United States
         exchange or quotation system. Fees for equity trades begin at $8 per
         trade regardless of the number of shares bought or sold. Additional
         value-added services, such as limit orders, are offered at higher
         rates.


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      -  MUTUAL FUNDS. Customers can compare and select from a portfolio of over
         7,800 mutual funds from over 400 fund families. Customers can also
         easily exchange funds within the same family. Fees for mutual fund
         trades begin at $18 per trade.
      -  OPTION TRADES. We offer a full range of option trades, including
         spreads, straddles and buy/writes. To help navigate the complex
         landscape of option trading, we provide the proprietary educational
         tool, DarwinTM: Survival of the Fittest, which is designed to help our
         customers become comfortable with the options market. Fees for option
         trades begin at $29 per trade.
      -  TREASURY, CORPORATE AND MUNICIPAL BONDS. We offer our customers access
         to the secondary bond market via our telephone brokers. Bond trades
         begin at $40 per trade.

Our services accessible through our Web site, and other mediums, include:
      -  personalized news, alerts and market-related data via cellular
         telephone, pager and email through our alliance with
         MicroStrategy(R)Incorporated;
      -  the ability to access accounts via the Sprint PCS Wireless Web phone;
      -  a broad range of third party research reports and investment news
         tailored to meet customer's specifications provided by CBS Marketwatch,
         Morningstar, The Motley Fool and Zacks Investment Research, among
         others;
      -  real-time stock quotes;
      -  trade entry screens on our Web site that allow our customers to select
         the level of complexity that they desire in placing their trade orders;
      -  convenient access for our customers via strategically placed links at
         leading Web portals such as America Online and Yahoo!;
      -  educational programs to assist our customers such as DarwinTM and an
         online education center. DarwinTM is an options trading simulator that
         includes a comprehensive option tutorial designed to allow investors to
         learn basic and advanced option trading strategies, to trade fictional
         equities and options, to formulated investment strategies, to track
         performance and to compete against other players; and
      -  an expanding base of customer service representatives, trained to
         answer questions knowledgeably and courteously.

We intend to continue to expand our products and services to meet customer
demand and to provide the best value in the industry.

OUR CUSTOMERS
Our customers are primarily self-directed investors, many of whom use the
Internet to manage their personal finances. Customer accounts include cash
accounts, margin accounts and retirement accounts and generally require a
minimum investment of $2,000. Our customers range in experience from first-time
traders to sophisticated investors. Our initial customer base was comprised of
individuals who tended to be experienced, active investors seeking more control
over their portfolios while reducing their transaction costs. Our continual
technology infrastructure enhancements and broadening brokerage product and
service offerings have proven to be attractive to this growing base of Internet
investors. Since we introduced our $8 commission price point and our extensive
branding campaign, we have attracted many new customers who initially are less
experienced but who are interested in becoming market participants and who are
attracted to our low commissions and our easy access to the market. In addition,
a substantial number of our customers have migrated from full-service brokers.
As Internet penetration rates continue to climb and self-directed investment
proliferates, we expect to attract significantly more of these customers.

OUR DISTRIBUTION METHODS
We provide our customers with an array of mediums with which to access our
products and services. These mediums include:
      -  INTERNET. Customers are attracted to the ease, convenience and value of
         stock trading via the Internet. For the quarter ended September 24,
         1999, 82 percent of our customer transactions were executed through the
         Internet, located at www.ameritrade.com. Commissions on Internet equity
         market orders are $8 per transaction.
      -  TOUCH-TONE TELEPHONE. Users may transact their trades through an
         automated, toll-free touchtone telephone system. Many customers rely on
         this medium for trading while away from their computers. Commissions on
         touch-tone equity market orders are $12 per transaction.
      -  REGISTERED REPRESENTATIVES. Customers may gain assistance and make
         trades through registered representatives at a toll-free telephone
         number. Commissions on broker-assisted equity market orders are $18 per
         transaction.
      -  SPRINT PCS WIRELESS WEB PHONE. In November 1999, Ameritrade became the
         first brokerage to enable investors to have anytime, anywhere access
         capabilities to our Web site online via wireless telephone. Ameritrade
         customers can now access their accounts, place trades and receive stock
         alerts via the Internet using The Sprint PCS Wireless Web and a new
         generation of digital phones. Commissions on Wireless Web equity market
         orders are $8 per transaction.


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There is an additional $5 fee for executed limit orders through all channels.

ACCUTRADE
Accutrade provides value-added discount brokerage services to investors who
desire a higher degree of personalized customer service. Accutrade permits
customers to access its services through the Internet, automated touch-tone
telephone and facsimile, and through registered representatives. Accutrade
customers can trade in common and preferred stocks, mutual funds, options,
corporate and municipal bonds, treasury obligations, foreign securities and
certificates of deposit. Accutrade also offers a wide range of third-party
research services to assist its customers in meeting their investment
objectives. Accutrade pioneered trading by touch-tone telephone in 1988.

Accutrade introduced a software package known as Accutrade for Windows in March
1996 to provide investors with an online investing system and the ability to
manage their financial assets. Customers using Accutrade for Windows may place
orders for stocks, mutual funds, options and corporate bonds. Customers also can
review their balances, positions, transaction histories and order statuses and
obtain quotes. One of the advanced features of Accutrade for Windows is the
ability to make program investments. This feature permits customers to create
conditions under which orders will be placed and then to have their personal
computer monitor the market to automatically place the order. Customers can also
design baskets of stocks to track and trade. In October 1997, Accutrade for
Windows was named a finalist by PC Computing magazine in its annual Most
Valuable Product competition.

In addition to its trading department, which is staffed by registered
representatives, Accutrade provides personalized customer service for both
technical and brokerage needs. Customer service representatives respond to
inquiries about the services offered by Accutrade, including securities
transactions and other account activity. We believe that our customer service
representatives provide superior service and assist in maintaining long-term
customer relationships.

Accutrade charges a commission of $29.95 for equity orders of up to 1,000 shares
placed over the Internet and requires a minimum of $5,000 to open an account.

ADVANCED CLEARING
We provide clearing and execution services to correspondents, including our
discount brokerage businesses and independent broker-dealers, depository
institutions, registered investment advisors and financial planners through our
subsidiary, Advanced Clearing. Clearing services include the confirmation,
receipt, settlement, delivery and record-keeping functions involved in the
processing of securities transactions. The clearing function involves a sharing
of responsibilities between the clearing broker and the introducing broker.
Advanced Clearing's correspondents, as introducing brokers, are responsible for
all customer contact, including opening customer accounts, responding to
customer inquiries and placing customer orders with the clearing broker. As a
clearing broker, Advanced Clearing provides the following back office functions:
      -  maintaining customer accounts;
      -  extending credit in a margin account to the customer;
      -  settling security transactions with clearing houses such as the
         Depository Trust Company and the National Securities Clearing
         Corporation;
      -  settling commissions and clearing fees;
      -  preparing customer trade confirmations and statements;
      -  performing designated cashiering functions, including the delivery and
         receipt of funds and securities to or from the customer;
      -  possession, control and safeguarding funds and securities in customer
         accounts;
      -  transmitting tax accounting information to the customer and to the
         applicable tax authority; and
      -  forwarding prospectuses, proxies and other shareholder information to
         customers.

We make loans to customers collateralized by customer securities. Margin lending
by us is subject to the margin rules of the Board of Governors of the Federal
Reserve System ("Federal Reserve"), National Association of Securities Dealers
("NASD") margin requirements and our internal policies, which are more stringent
than the Federal Reserve and NASD requirements. By permitting customers to
purchase on margin, we take the risk of a market decline that could reduce the
value of the collateral held by us to below the customers' indebtedness before
the collateral can be sold. Under applicable securities laws and regulations, in
the event of a decline in the market value of the securities in a margin
account, we are obligated to require the customer to deposit additional
securities or cash in the account so that at all times the customer's equity in
the account is at least 25 percent of the value of the securities in the
account. Our current internal requirement, however, is that the customer's
equity not fall below 30 percent of the value of the securities in the account.
If it does, the customer will be required to increase the account's equity to 35
percent of the value of the securities in the account. These requirements can
be, and often are, raised as we deem necessary for certain accounts, groups of
accounts, securities, or groups of securities.

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AMERIVEST
AmeriVest is a wholesale provider of discount brokerage services to depository
institutions, including banks, savings and loans and credit unions. AmeriVest
provides these institutions with a means of providing discount brokerage
services to their retail customers without the need for the institutions
themselves to register as broker-dealers to provide these services.

ONMONEY
OnMoney is developing an Internet-based financial management system for
individual investors. OnMoney intends to provide its customers with a
consolidated financial statement showing all of their accounts with various
financial institutions, including banks, securities brokers, mutual funds,
insurance and mortgage brokers. OnMoney also intends to provide its customers
with free information, including news, market research and stock quotes. OnMoney
has launched its beta site at www.OnMoney.com and currently has several thousand
registered customers.

ADVERTISING AND MARKETING ALLIANCES
We intend to increase our market share through an aggressive advertising program
primarily consisting of online advertising, television, print, direct mail and
our own Web sites. In October 1997, we launched a national marketing campaign to
promote the Ameritrade brand name and our new $8 price point. Since that date,
we have invested over $100 million in advertising programs designed to bring
greater brand recognition to our services. During this two year period, our core
discount brokerage accounts increased over 470 percent from approximately
98,000 accounts at September 26, 1997 to approximately 560,000 at September 24,
1999. As a result of this success, we intend to significantly increase our
investment in advertising in the future. We currently have budgeted $200 million
for advertising expenses in fiscal 2000. From time to time, we may choose to
increase our advertising to target specific groups of investors or to decrease
advertising in response to market conditions.

Our marketing program focuses on advertising our online discount brokerage
services as a less expensive and more efficient way of executing transactions,
building awareness of our brand and selling the full range of our services. Our
target market includes individual investors who want to manage some or all of
their funds directly in a cost-effective manner. We believe that this represents
a very broad and growing segment of the United States population.

Online advertising is conducted through many Web sites, including our
relationships with America Online, as well as popular Web sites such as Yahoo!.
Our two-year contract with America Online, which expires in September 2000
unless renewed, makes us one of only four online brokerage firms with exclusive
access to America Online's customer base. Similarly, we are one of the four
online brokerage firms currently featured on Yahoo!'s finance Web page. We
advertise regularly on CNBC and other major television networks. We also place
print advertisements in a broad range of business publications, including The
Wall Street Journal, Barron's and Investor's Business Daily, and use direct mail
advertising.

To monitor the success of our various marketing efforts, we have installed a
sophisticated data gathering and tracking system. This system allows us to
determine the type of advertising that best appeals to our target market so that
we can invest future dollars in these programs and obtain a greater yield from
our marketing dollars. Additionally, through the use of our database tools, we
are working to more efficiently determine the needs of our various customer
segments and tailor our services to their individual needs. We intend to utilize
this system to strengthen relationships with our customers and support marketing
campaigns to attract new customers.

At our Web sites, prospective customers are able to obtain detailed information
on our services, use an interactive demonstration system, request additional
information and obtain an account application online. We may capitalize on the
traffic to our Web sites by selling advertising to third parties who are
interested in targeting our broad customer base.

We pursue public relations opportunities to build brand awareness. This campaign
includes appearances by our executives on CNN, CNBC and various television
networks, in addition to profiles in Business Week, The Wall Street Journal, and
Kiplinger's. We also participate on a regular basis at industry conferences and
events.

All of our communications with the public are regulated by the NASD.

TECHNOLOGY AND INFORMATION SYSTEMS
Technology is the core of our business and is critical to our goal of providing
the best execution at the best value to our customers. Online trading requires
reliable, scalable systems that can handle complex financial transactions for
our customers with speed and accuracy. We maintain sophisticated and proprietary
technology that automates traditionally labor-intensive


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securities transactions. Our ability to effectively leverage and adopt new
technology to improve our services is a key component to our success.

We combine our sophisticated systems with premier technology personnel. In early
1999, we hired key executives with extensive technology backgrounds to
strengthen our technology capabilities. Our internal staff of programmers,
developers and operators provides critical support to our technology platform.
In addition, our quality control analysts, Web site developers, technical
writers and design specialists help ensure that our systems are easy to use,
dependable and reflect the most current enhancements and features. We currently
employ approximately 284 employees in our technology department. From time to
time, we supplement our internal staff with consultants and contract programmers
to strengthen our capabilities in specialized technology disciplines.

We continue to make significant investments in technology and information
systems. Since March 1999, we have spent over $20 million to increase capacity
and improve reliability. In that time, we have more than doubled our daily trade
and Web capacity and significantly increased our back office systems capacity.
During the first quarter of fiscal 2000, we will begin operating a second data
center in Kansas City, Missouri that will be a duplicate of our primary data
center. We expect to be able to run our business from this second site, should
our primary site fail, with no service interruptions. To provide for system
continuity during potential power outages, we also have equipped our computer
facilities with uninterruptible power supply units, as well as back-up
generators.

In general, technology impacts our business on three levels:
-  front-end applications are focused on customer contact with us and ability to
   place trades through our system;
-  middleware technology handles the routing and processing of customer orders;
   and
-  back office systems facilitate our interaction with third parties such as
   clearinghouses, stock exchanges, execution agents and quote providers.

FRONT-END APPLICATIONS
Each customer interacts with our technology through various delivery channels,
with the primary channel being the Internet. We are continuously improving the
speed and capacity of our Web site to ensure reliability as we continue to grow.
We believe that the Internet component of our technology and information system
has been a key contributor to our growth to date, and will remain an important
aspect of our growth in the future.

We recognize that privacy in transmitting confidential information over public
networks such as the Internet is critical to our operations. As a result, we
have invested in both proprietary and industry standard security measures to
protect the integrity of our customers' personal information and account data.
Customers are assigned unique account numbers and personal identification
numbers that must be used each time they log on to our system. We use encryption
technology to provide the security and authentication necessary to ensure the
confidential exchange of information between our customers and our system.

MIDDLEWARE
Our middleware is the technology that transfers and processes information
between the customer and the trading system. The middleware unifies the
front-end applications and multiple interfaces, supports different computer
languages, hardware platforms and protocols, and establishes the interface
between our back office system and the customers who execute transactions. We
are investing extensively in the development of our middleware to increase the
speed and reliability with which we can communicate with our customers. We have
successfully implemented Tuxedo, which is a high-end middleware package. Tuxedo,
coupled with our proprietary trading applications, allows us to handle hundreds
of thousands of transactions and execute them quickly and accurately.

BACK OFFICE SYSTEM
Our back office systems include customer service work stations, order entry
systems, transaction summaries, data feeds for compliance and risk management,
execution reports, margin calculations, reconciliation of accounts and trade
confirmations. Our back office systems also contain our customer profile
database functions and provide other support to Advanced Clearing. Our back
office system currently runs in a batch environment.

CUSTOMER SERVICE
We strive to optimize the level of customer service provided to our clients by:
-  expanding our use of technology to provide automated responses to the most
   typical inquiries generated in the course of customers' securities trading
   and related activities;
-  ensuring prompt response to customer service calls through adequate staffing
   with properly trained and motivated personnel in our customer service
   departments; and

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-  tailoring customer service to the particular expectations of the clients of
   each of our brokerage businesses.

ACCESS TO CUSTOMER SERVICE
We provide customer service support through a variety of access points,
including Web sites, e-mail, electronic bulletin boards and customer service
representatives.
-  WEB SITES. Web sites provide basic information on how to use our services and
   an in-depth education center that includes a guide to online investing and an
   encyclopedia of finance.
-  E-MAIL. Customers are encouraged to use e-mail for matters that are not time
   sensitive. Our operating standards require a response within 24 hours of
   receipt of the e-mail for such matters; however, we strive to respond within
   60 minutes of the original message.
-  CUSTOMER SERVICE REPRESENTATIVES. For customers who choose to call or whose
   inquiries necessitate calling one of our customer service representatives, we
   provide a toll-free number that connects to advanced call handling systems.
   These systems provide automated answering, directing of calls to the proper
   department, information about current wait times and the capability to exit
   the voice queue to leave a voice message for later response or to transfer to
   an automated system. Our systems also allow linkage between caller
   identification and the customer database to give the customer service
   representative immediate access to the customer's account data at the time
   the call is received. We are currently implementing technology that will
   increase call handling efficiency and enhance the customers' experience when
   calling for service, particularly during periods of heavy market activity.

SERVICE AND TRAINING STANDARDS
Many of our customers' inquiries require handling by customer service
representatives. We provide our customers access to customer service
representatives via toll-free numbers 24 hours per day. We strive to provide the
best customer service in the industry as measured by (1) speed of response time
on telephone calls, (2) turnaround time on resolving customer inquiries and (3)
customer satisfaction with the account relationship. We develop hiring plans
that reflect growth projections to ensure that adequate personnel are hired and
trained in advance of customer needs. As of September 24, 1999, we employed over
800 full-time equivalent employees assigned to handle customer service calls in
our discount brokerage businesses. We have recently added a customer service
operations center in Fort Worth, Texas to supplement our customer service staff
in Omaha, Nebraska.

Customer service representatives receive training in brokerage operations, our
policies and procedures and basic telephone and clerical skills to ensure
quality and accuracy. Each new representative is monitored closely by a lead
representative, who is supervised by experienced operations managers. All
telephone calls are recorded for purposes of training and supervision and to
assist in the resolution of customer disputes.

We monitor the speed of answering telephone calls from our customers. We also
seek to monitor the level of overall customer satisfaction through the use of
customer response cards sent with trade confirmations and through periodic
surveys. Written comments, e-mails and electronic postings by customers are
regularly reviewed by our senior officers. It is our policy to respond to all
customer questions, comments or complaints, regardless of the manner received.

COMPETITION
We believe that the principal determinants of success in the discount brokerage
market are brand recognition, size of customer base, technology infrastructure
and access to financial and managerial resources. We also believe that the
principal factors considered by customers in choosing a discount broker are
price, customer service, quality of trade execution, delivery platform
capabilities, convenience and ease of use, breadth of services and innovation.
Based on our experience, focus group research and the success we have enjoyed to
date, we believe that we presently compete successfully in each of these
categories.

The market for discount brokerage services, particularly electronic brokerage
services, is new, rapidly evolving, and intensely competitive. We have seen a
dramatic increase in competition during 1998 and 1999 and expect this
competitive environment to continue in the future. We encounter direct
competition from numerous other discount brokerage firms, many of which provide
online brokerage services. These competitors include such discount brokerage
firms as Charles Schwab & Co., Inc., Fidelity Brokerage Services, Inc., TD
Waterhouse Securities, Inc., E*TRADE Securities Inc., DLJdirect, a division of
Donaldson, Lufkin & Jenrette, Inc., Morgan Stanley Dean Witter & Co., and Datek
Online Brokerage Services Corp. We also encounter competition from established
full-commission brokerage firms as well as financial institutions, mutual fund
sponsors and other organizations, some of which provide or have announced that
they intend to provide online brokerage services.

INVESTMENTS
Our investments consist primarily of our ownership of unregistered shares
representing approximately 7.1 percent interest in Knight/Trimark Group, Inc.
("Knight/Trimark"), a publicly held company that is the largest wholesale market
maker in U.S. equity securities. Knight/Trimark makes markets in over 7,500
equity securities listed on Nasdaq and the OTC Bulletin Board


                                       9

<PAGE>   10


of the NASD and trades NYSE- and AMEX- listed equity securities over the counter
(the Third Market). Knight/Trimark is the successor company to Roundtable
Partners L.L.C., in which we had a minority interest. Knight/Trimark became a
public company in 1998 and trades on The Nasdaq National Market under the symbol
"NITE." J. Joe Ricketts, our Chairman and Co-Chief Executive Officer, and Gene
L. Finn, one of our directors, are on the Board of Directors of Knight/Trimark.
We derive significant revenues from Knight/Trimark in exchange for routing trade
orders to them for execution. Revenues related to such transactions totaled
$8,198,753, $9,435,696, and $6,843,502 in fiscal 1999, fiscal 1998 and fiscal
1997, respectively. These amounts are included in Commissions and Clearing Fees.

We also have investments in Comprehensive Software Systems, Ltd. ("CSS"), a
software development firm for the brokerage industry, and Adirondack Trading
Partners L.L.C., a development stage company formed to trade listed equity and
index options.

We recently invested in a start-up investment bank that is expected to act as a
vehicle for distributing shares of initial public offerings to retail, online
investors. In connection with the investment, Ameritrade entered into a
distribution agreement with the new investment bank to allow Ameritrade to
participate in such distributions.

REGULATION
The securities industry is subject to extensive regulation under federal and
state law. In general, broker-dealers are required to register with the
Securities and Exchange Commission ("SEC") and to be members of the NASD. As
such, we are subject to the requirements of the Securities Exchange Act of 1934
and the rules promulgated thereunder relating to broker-dealers and to the Rules
of Fair Practice of the NASD. Such regulations establish, among other things,
minimum net capital requirements for our operating subsidiaries. We are also
subject to regulation under various state laws in all 50 states and the District
of Columbia, including registration requirements.

In its capacity as a securities clearing firm, Advanced Clearing is a member of
the National Securities Clearing Corporation, the Depository Trust Corporation
and The Options Clearing Corporation, each of which is registered as a clearing
agency with the SEC. As a member of these clearing agencies, Advanced Clearing
is required to comply with the rules of such clearing agencies, including rules
relating to possession and control of customer funds and securities, margin
lending and execution and settlement of transactions.

Margin lending activities are subject to limitations imposed by the Federal
Reserve and the NASD. In general, these regulations provide that in the event of
a decline in the value of securities collateralizing a margin account, the
Company is required to obtain additional collateral from the borrower.

INTELLECTUAL PROPERTY RIGHTS
Our success and ability to compete are dependent to a significant degree on our
intellectual property, which includes our proprietary technology, trade identity
and customer base. We rely on all modes of intellectual property protection to
protect our intellectual property, including copyright, trade secret, trademark,
domain name, patent and contract law and have utilized the various methods
available to us, including registrations with the Patent and Trademark Office
for various properties, as well as entry into written licenses and other
technology agreements with third parties. The source and object code for our
proprietary software is also protected using various applicable modes of
intellectual property protection. In addition, it is our policy to enter into
confidentiality, intellectual property ownership and/or noncompetition
agreements with our associates, independent contractors and business partners,
and to generally control access to and distribution of our intellectual
property.

EMPLOYEES
As of September 24, 1999, we employed approximately 2,379 full-time equivalent
employees, of which approximately 450 were registered representatives. The
number of employees has grown from 985 full-time equivalent employees as of the
end of fiscal 1998 in response to the growth in the number of accounts and
transaction volume we have experienced. None of our employees are covered under
a collective bargaining agreement. We believe that our relations with our
employees are good.


ITEM 2.  PROPERTIES

Our headquarters are located in Omaha, Nebraska, and occupy approximately 74,000
square feet of leased space. The existing lease expires in December 2017. During
the third quarter of fiscal 1998, we began to lease an additional facility in
Bellevue, Nebraska, with approximately 132,000 square feet. This facility is
used as an operations center for Ameritrade. The Bellevue lease expires in June
2008. We also lease seven other locations in Omaha totaling over 125,000 square
feet. The leases on these properties expire from November 2001 through July
2006. In addition, we have leased space in White Plains, New York

                                       10

<PAGE>   11


totaling approximately 8,000 square feet with a lease that expires in July 2000.
We recently began leasing space in Ft. Worth, Texas for a second operations
center for Ameritrade. We currently lease over 65,000 square feet and will soon
occupy additional space, bringing the total Ft. Worth square footage to over
185,000. The leases in Ft. Worth expire between March 2000 and December 2014. We
recently leased 32,000 square feet of office space in Baltimore, Maryland
pursuant to leases that expire between December 1999 and August 2000. In
addition, we recently signed a lease for 120,000 square feet of office space in
Baltimore, Maryland to be used as a technology development center. This
Baltimore lease expires in May 2010. We have also purchased an 87,000 square
foot facility in Kansas City, Missouri that will serve as a backup data center.


ITEM 3.  LEGAL PROCEEDINGS

On September 16, 1998, a putative class action complaint was filed in the
District Court, Douglas County, Nebraska, regarding the Company's alleged
inability to handle the volume of subscribers to its Internet brokerage
services. After initial proceedings and discovery, the complaint was amended
and, on September 10, 1999, a second amended complaint was filed. The amended
complaint seeks injunctive relief enjoining alleged deceptive, fraudulent and
misleading practices, equitable relief compelling the Company to increase
capacity, and unspecified compensatory damages. The Company believes that it has
viable defenses to the allegations raised in the amended complaint and intends
to assert them vigorously. However, because this proceeding is still at a
preliminary phase and the amount of damages sought has not been quantified, the
Company is not presently able to predict the ultimate outcome of this matter.

The Company and its operating units are parties to a number of other legal
matters arising in the ordinary course of its business. In management's opinion,
the Company has adequate legal defenses respecting each of these actions and
does not believe that any such matters, either individually or in the aggregate,
will materially affect the Company's results of operations or its financial
position.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On July 1, 1999, a special meeting of the shareholders of the Company was held
for the purpose of considering and voting upon a proposal to amend and restate
the Company's Certificate of Incorporation to increase the number of shares of
Class A Common Stock that the Company is authorized to issue to 270,000,000 and
to increase the number of share of Class B Common Stock that the Company is
authorized to issue to 18,000,000. The proposed increase in authorized shares of
Class A Common Stock and Class B Common Stock was approved at the special
meeting by the affirmative vote of a majority of outstanding shares of the Class
A Common Stock. Of the 52,687,880 shares of Class A Common Stock eligible to
vote at the special meeting, 50,595,012 shares were voted for the proposal,
296,974 shares were voted against the proposal, and there were abstentions and
broker non-votes with respect to 73,535 shares and 1,722,359 shares,
respectively. The proposed increase in authorized shares was approved by the
holders of all of the outstanding shares of Class B Common Stock pursuant to a
unanimous written consent prior to the special meeting.


EXECUTIVE OFFICERS OF THE REGISTRANT
The Company's executive officers are as follows:

<TABLE>
<CAPTION>
Name                          Age           Position
----                          ---           --------
<S>                           <C>           <C>
J. Joe Ricketts               58            Chairman and Co-Chief Executive Officer
Thomas K. Lewis               47            Co-Chief Executive Officer
Yvonne M. Kisiel              45            Vice President and General Counsel
Michael J. Head               41            Vice President, Corporate Audit and Assistant Corporate Secretary
Todd M. Ricketts              30            Secretary
</TABLE>

J. JOE RICKETTS has served as a director and as Chairman and Chief Executive
Officer of Holding since 1981. He has served as Co-Chief Executive Officer of
Holding since February 1999. In 1975 Mr. Ricketts became associated with Holding
and served as a director, officer and stockholder. By 1981, Mr. Ricketts
acquired majority control of Holding. Prior to 1975, Mr. Ricketts was a
registered representative with a national brokerage firm, an investment advisor
with Ricketts & Co. and a branch manager with The Dun & Bradstreet Corporation,
a financial information firm. Mr. Ricketts is a director of Knight/Trimark, CSS
Management, Inc. and Net.B@nk, Inc. Mr. Ricketts served as a member of the
District Committee for District 4 of the NASD from 1996 to 1999. Mr. Ricketts is
a member of the Board of Trustees for Father Flanagan's Boys Home (Boys Town)
and


                                       11

<PAGE>   12


serves on the Board of Directors of Creighton University. Mr. Ricketts received
his B.A. in economics from Creighton University.

THOMAS K. LEWIS has served as Co-Chief Executive Officer of Holding since
February 1999. From May 1998 to October 1998, Mr. Lewis served as President of
TenFold Insurance Group, a systems integration and consulting division of
TenFold Corporation, where he was responsible for all business operations,
including marketing, sales, consulting, applications development, business
development and administration. From November 1993 to May 1998, Mr. Lewis served
as Chief Information Officer of USF&G, Inc., an insurance company. From 1989 to
1993, Mr. Lewis was co-founder of Seer Technologies, Inc., a global technology
consulting practice, and managed the company's rapid expansion in Europe, the
Middle East and Africa. From 1987 to 1989, he served as Senior Vice President,
Strategic Information Systems for American Express Corporation, a financial
service provider, and, from 1984 to 1987, headed an effort to rebuild all of the
securities trading and settlement systems while serving as Vice President,
Systems Development and Support for Credit Suisse First Boston, an investment
banking firm. From 1982 to 1984, Mr. Lewis was head of technology for the
Executive Office of the President of the United States, and was recognized with
the highest award given for such service, The Distinguished Service Award of the
Office of Administration. Mr. Lewis is a technology advisor for the National
Federation of the Blind. He has a B.S. in business administration and an M.S. in
computer science from the University of New Haven in Connecticut.

YVONNE KISIEL has been with Holding since March 1999 and has served as Vice
President and General Counsel of Holding since July 1999. From 1998 to March
1999, Ms. Kisiel was Vice President of Business Development and Chief Counsel
for Tenfold Insurance Systems Group. From 1992 to 1998, Ms. Kisiel served as an
independent legal consultant with United States Fidelity and Guaranty Company.
Ms. Kisiel earned her J.D. at George Washington University National Law Center
and her B.A. from Florida Atlantic University.

MICHAEL J. HEAD has served as Vice President of Corporate Audit of Holding since
September 1999 and as Assistant Corporate Secretary of Holding since October
1999. Prior to joining Holding, Mr. Head was Director of Internal Audit Services
at PricewaterhouseCoopers L.L.P. from September 1997 to August 1999. From 1996
to 1997, Mr. Head served as Corporate Auditing Vice President for The Guarantee
Life Companies in Omaha. From 1991 to 1996, Mr. Head served as Vice President
and Manager of Audit Operations at FirsTier Financial Inc. He also served as a
Senior Audit Manager at KPMG Peat Marwick in Omaha from 1990 to 1991. Mr. Head
is a Certified Public Accountant. He received his B.S. in business
administration with an emphasis in accounting from the University of
Missouri-Columbia. Mr. Head is a member of the American Institute of Certified
Public Accountants and the Institute of Internal Auditors.

TODD M. RICKETTS has served as Manager of Business Development of Holding since
May 1999 and as Corporate Secretary since October 1999. Prior to joining
Holding, Mr. Ricketts was the Manager of Special Projects at Knight/Trimark from
September 1997 to November 1998. From September 1996 to June 1997, Mr. Ricketts
served as the Manager of the Retail Bond Desk at the Chicago Corporation.
Mr. Ricketts received is B.A. in Economics from Loyola University of Chicago and
is currently pursuing an M.B.A. at the University of Chicago. Todd M. Ricketts
is the son of J. Joe Ricketts.


PART II
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

PRICE RANGE OF CLASS A COMMON STOCK
Our Class A Common Stock (the "Class A Stock") has been traded on the Nasdaq
National Market under the symbol "AMTD" since March 4, 1997. The following table
shows the high and low closing sales prices for the Class A Stock for the period
indicated, as reported by the Nasdaq National Market. The prices do not include
retail markups, markdowns, or commissions and may not represent actual
transactions. In August 1998 and February 1999, we effected two-for-one stock
splits, both in the form of a stock dividend. In July 1999, we effected a
three-for-one stock split in the form of a stock dividend. Accordingly, price
information for periods prior to the stock splits have been adjusted to reflect
the stock splits.








                                       12

<PAGE>   13


                                     CLASS A STOCK PRICE
                    --------------------------------------------------------
                    For the fiscal year ended      For the fiscal year ended
                       September 24, 1999             September 25, 1998
                    -------------------------      -------------------------
                       High            Low            High            Low
                    ---------       ---------      ---------       ----------
Fourth Quarter      $   41.25       $   16.13      $    3.81       $    2.25
Third Quarter       $   57.75       $   20.58      $    2.73       $    2.06
Second Quarter      $   21.43       $    5.34      $    2.51       $    1.90
First Quarter       $    6.13       $    2.20      $    3.15       $    1.80


The closing sale price of our Class A Stock as reported on the Nasdaq National
Market on December 15, 1999 was $24.06 per share. As of that date there were
approximately 600 holders of record of our Class A Stock based on information
provided by our transfer agent. The number of stockholders does not reflect the
actual number of individual or institutional stockholders that hold our stock
because certain stock is held in the name of nominees. Based on the best
information available to us by the transfer agent, there are approximately
120,500 beneficial holders of the Company's Class A Stock.

As of December 15, 1999, 16,372,800 shares of our Class B Common Stock (the
"Class B Stock" together with the Class A stock, the "Common Stock") were
outstanding, all of which are held of record by J. Joe Ricketts and Marlene
Ricketts or certain entities controlled by them. The Class B Stock is not listed
on any exchange and is not traded over the counter. Each share of Class B Stock
is convertible into one share of Class A Stock at any time at the election of
the holder thereof. Each share of Class B Stock shall automatically convert into
one share of Class A Stock in the event of a transfer of such share of Class B
Stock to any person other than J. Joe Ricketts, Marlene Ricketts, the lineal
descendants of J. Joe Ricketts and Marlene Ricketts and their spouses, or any
trust or other person or entity that holds Class B Stock for the benefit of any
of the foregoing (the "Control Group"). In addition, the Class B Stock shall
automatically convert on a share for share basis into Class A Stock if the
number of shares of outstanding Common Stock held by the Control Group falls
below 20 percent of the number of shares of outstanding Common Stock.

DIVIDENDS
We have not declared or paid cash dividends on our Common Stock. We currently
intend to retain all of our earnings, if any, for use in our business and do not
anticipate paying any cash dividends in the foreseeable future. Our revolving
credit agreement prohibits the payment of cash dividends. The payment of any
future dividends will be at the discretion of our Board of Directors, subject to
the provisions of the revolving credit agreement and will depend upon a number
of factors, including future earnings, the success of our business activities,
capital requirements, the general financial condition and future prospects of
our business, general business conditions and such other factors as the Board of
Directors may deem relevant.


ITEM 6.  SELECTED FINANCIAL DATA

The information required to be furnished pursuant to this item is set forth
under the caption "Selected Financial Data" in our 1999 Annual Report to
Stockholders, which is incorporated herein by reference to Exhibit No. 13.1 of
this report.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information required to be furnished pursuant to this item is set forth
under the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in our 1999 Annual Report to Stockholders, which is
incorporated herein by reference to Exhibit No. 13.1 of this report.

The discussion of our financial condition and results of operations should be
read in conjunction with the Selected Financial Data in Item 6 and the
Consolidated Financial Statements and Notes thereto in our 1999 Annual Report to
Stockholders. This discussion contains forward-looking statements that involve
risks and uncertainties that could cause actual results to differ materially
from those anticipated in such forward-looking statements. Factors that may
cause such differences include, but are not limited to: the effect of customer
trading patterns on company revenues and earnings; computer system failures;
risks associated with the Year 2000 computer systems conversions; the effects of
competitors' pricing, product and service decisions and intensified competition;
evolving regulation and changing industry customs and practices adversely
affecting us; adverse results of litigation; changes in revenues and profit
margin due to cyclical securities markets and interest rates; and a significant
downturn in the securities markets over a short period of time or a sustained
decline in securities prices and trading volumes.


                                       13

<PAGE>   14


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required to be furnished pursuant to this item is set forth
under the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in our 1999 Annual Report to Stockholders, which is
incorporated herein by reference to Exhibit No. 13.1 of this report.



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required to be furnished pursuant to this item is set forth in
the Consolidated Financial Statements and under the caption "Quarterly Financial
Data (Unaudited)" in our 1999 Annual Report to Stockholders, which is
incorporated herein by reference to Exhibit No. 13.1 of this report.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None


PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Section 16(a) Beneficial Ownership Reporting Compliance
Based upon the Company's review of forms filed by directors, officers and
certain beneficial owners of the Company's common stock (the "Section 16
Reporting Persons") pursuant to Section 16 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Company has identified the following
filings that were filed late by the Section 16 Reporting Persons during fiscal
1999: (i) J. Joe Ricketts was late in filing one form 4 with respect to one
transaction; (ii) Marlene Ricketts was late in filing one form 4 with respect to
one transaction; (iii) Yvonne Kisiel, Nancy Shaw, and Mike Head were late in
filing form 3. The Company is not aware of any failures by the Section 16
Reporting Persons to file the forms required to be filed by them pursuant to
Section 16 of the Exchange Act.

The other information about Directors required to be furnished pursuant to this
item is incorporated by reference from portions of our definitive proxy
statement for our 2000 annual meeting of stockholders to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A within 120 days
after September 24, 1999 (the "Proxy Statement"). Other information about
Executive Officers is shown on pages 11 and 12 of this filing.


ITEM 11. EXECUTIVE COMPENSATION

The information required to be furnished pursuant to this item is incorporated
by reference from portions of the Proxy Statement.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required to be furnished pursuant to this item is incorporated
by reference from portions of the Proxy Statement.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required to be furnished pursuant to this item is incorporated
by reference from portions of the Proxy Statement.



                                       14

<PAGE>   15


PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Documents filed as part of this Report

   1. Financial Statements

      The financial statements and independent auditors' report are set forth in
      our 1999 Annual Report to Stockholders, which are incorporated herein by
      reference to Exhibit No. 13.1 of this report and are listed below:

      Independent Auditors' Report
      Consolidated Balance Sheets
      Consolidated Statements of Income
      Consolidated Statements of Cash Flows
      Consolidated Statements of Stockholders' Equity
      Notes to Consolidated Financial Statements

   2. Financial Statement Schedules
      Condensed Parent Company Only Financial Statements are included in 14(d)
      below.

   3. Exhibits

       3.1  Restated Certificate of Incorporation of Ameritrade Holding
            Corporation dated July 1, 1999 (incorporated by reference to Exhibit
            3.6 of the Company's quarterly report on Form 10-Q filed on August
            9, 1999)

       3.2  Bylaws (incorporated by reference to Exhibit 3.2 of the Company's
            Registration Statement on Form S-1 (Registration No. 333-17495)
            filed on February 7, 1997)

       4.1  Form of Certificate for Class A Common Stock (incorporated by
            reference to Exhibit 4.1 of the Company's Registration Statement on
            Form S-1 (Registration No. 333-17495) filed on February 7, 1997)

       4.2  Form of Note for the Company's 5.75% Convertible Subordinated Note
            due August 1, 2004 (included as part of Exhibit 4.4)

       4.3  Indenture dated August 4, 1999, between Ameritrade Holding
            Corporation and The Bank of New York, as trustee (incorporated by
            reference to Exhibit 4.3 of the Company's Registration Statement on
            Form S-3, File No. 333-87999, filed on September 28, 1999)

       4.4  First Supplemental Indenture dated August 4, 1999, between
            Ameritrade Holding Corporation and The Bank of New York, as trustee
            (incorporated by reference to Exhibit 4.4 of the Company's
            Registration Statement on Form S-3, File No. 333-87999, filed on
            September 28, 1999)

       4.5  Registration Rights Agreement dated August 4, 1999, between
            Ameritrade Holding Corporation and Goldman, Sachs & Co. and relating
            to the Company's 5.75% Convertible Subordinated Notes due August 1,
            2004 (incorporated by reference to Exhibit 4.5 of the Company's
            Registration Statement on Form S-3, File No. 333-87999, filed on
            September 28, 1999)

      10.1  Agreement of Limited Partnership, dated as of February 4, 1993, of
            Comprehensive Software Systems, Ltd. (incorporated by reference to
            Exhibit 10.1 of the Company's Registration Statement on Form S-1
            (Registration No. 333-17495) filed on February 7, 1997)

      10.2  Amendment to Agreement of Limited Partnership, dated as of September
            1993, of Comprehensive Software Systems, Ltd. (incorporated by
            reference to Exhibit 10.33 of the Company's Registration Statement
            on Form S-1 (Registration No. 333-17495) filed on February 7, 1997)

      10.3  Second Amendment to Agreement of Limited Partnership, dated as of
            December 1994, of Comprehensive Software Systems, Ltd. (incorporated
            by reference to Exhibit 10.34 of the Company's Registration
            Statement on Form S-1 (Registration No. 333-17495) filed on February
            7, 1997)

                                       15

<PAGE>   16


      10.4  Third Amendment to Agreement of Limited Partnership, dated as of
            December 31, 1995, of Comprehensive Software Systems, Ltd.
            (incorporated by reference to Exhibit 10.35 of the Company's
            Registration Statement on Form S-1 (Registration No. 333-17495)
            filed on February 7, 1997)

      10.5  Sale of Minority Interest Agreement between Comprehensive Software
            Systems, Ltd. and ADP Financial Information Services, Inc., dated as
            of June 3, 1998 (incorporated by reference to Exhibit 10.5 of the
            Company's Annual Report on Form 10-K and amendments thereto filed on
            December 21, 1998)

      10.6  Broker Loan Pledge and Security Agreement, dated as of October 24,
            1989, made by AmeriTrade, Inc. (now known as Advanced Clearing,
            Inc.) in favor of the First National Bank of Chicago (incorporated
            by reference to Exhibit 10.18 of the Company's Registration
            Statement on Form S-1 (Registration No. 333-17495) filed on February
            7, 1997)

      10.7  Master Broker Loan Note, dated as of October 24, 1989, made by
            AmeriTrade, Inc. (now known as Advanced Clearing, Inc.) in favor of
            the First National Bank of Chicago (incorporated by reference to
            Exhibit 10.19 of the Company's Registration Statement on Form S-1
            (Registration No. 333-17495) filed on February 7, 1997)

      10.8  Lease, dated as of February 3, 1998, between Southroads Mall and
            Ameritrade Holding Corporation (incorporated by reference to Exhibit
            10.24 of the Company's quarterly report on Form 10-Q filed on May
            12, 1998)

      10.9  Lease, dated as of March 19, 1999, between Alliance Gateway No. 16,
            Ltd. and Ameritrade Holding Corporation (incorporated by reference
            to Exhibit 10.9 of the Company's quarterly report on Form 10-Q filed
            on August 9, 1999)

      10.10 Lease, dated as of March 19, 1999, between Alliance Gateway No. 17,
            Ltd. and Ameritrade Holding Corporation (incorporated by reference
            to Exhibit 10.10 of the Company's quarterly report on Form 10-Q
            filed on August 9, 1999)

      10.11 Lease, dated as of April 9, 1999, between IRET Properties and
            Ameritrade Holding Corporation (incorporated by reference to Exhibit
            10.11 of the Company's quarterly report on Form 10-Q filed on August
            9, 1999)

      10.12 Lease, dated as of April 22, 1999, between Heritage Commons I, Ltd.
            and Ameritrade Holding Corporation (incorporated by reference to
            Exhibit 10.12 of the Company's quarterly report on Form 10-Q filed
            on August 9, 1999)

      10.13 Agreement of Lease, dated July 28, 1999, between NBP 132, LLC and
            Ameritrade Holding Corporation

      10.14 First Amendment to Lease, dated September 27, 1999 between NBP 132,
            LLC and Ameritrade Holding Corporation

      10.15 Addendum to Lease, dated July 28, 1999 between NBP 132, LLC and
            Ameritrade Holding Corporation

      10.16 Employment Contract, dated as of December 3, 1996, between J. Joe
            Ricketts and AmeriTrade Holding Corporation (incorporated by
            reference to Exhibit 10.26 of the Company's Registration Statement
            on Form S-1 (Registration No. 333-17495) filed on February 7, 1997)

      10.17 Employment Contract, dated as of February 15, 1999, between Thomas
            Lewis and Ameritrade Holding Corporation (incorporated by reference
            to Exhibit 10.20 of the Company's quarterly report on Form 10-Q
            filed May 10, 1999)

      10.18 Employment Contract, dated as of March 24, 1999, between Jack R.
            McDonnell and Ameritrade Holding Corporation (incorporated by
            reference to Exhibit 10.21 of the Company's quarterly report on Form
            10-Q filed May 10, 1999)

      10.19 Consulting agreement, dated as of November 15, 1999, between Robert
            T. Slezak and Ameritrade Holding Corporation

      10.20 Form of Executive Bonus Plan (incorporated by reference to Exhibit
            10.29 of the Company's Registration Statement on Form S-1
            (Registration No. 333-17495) filed on February 7, 1997)


                                       16

<PAGE>   17


      10.21 Amended and Restated 1996 Long-Term Incentive Plan dated October 23,
            1999

      10.22 1996 Directors Incentive Plan, as amended February 10, 1998. This
            plan supercedes plan filed February 7, 1997 (incorporated by
            reference to Exhibit 10.20 of the Company's Annual Report on Form
            10-K and amendments thereto filed on December 21, 1998)

      10.23 Loan Agreement, dated as of January 16, 1998, made by Ameritrade
            Holding Corporation in favor of a bank group (incorporated by
            reference to Exhibit 10.22 of the Company's quarterly report on Form
            10-Q filed on February 13, 1998)

      10.24 Amendment to Loan Agreement dated as of May 24, 1999 (incorporated
            by reference to Exhibit 10.20 of the Company's quarterly report on
            Form 10-Q filed on August 9, 1999)

      10.25 Operating Agreement of Adirondack Trading Partners LLC (incorporated
            by reference to Exhibit 10.20 of the Company's Annual Report on Form
            10-K and amendments thereto filed on December 21, 1998)

      13.1  Ameritrade Holding Corporation 1999 Annual Report to Stockholders

      21.1  Subsidiaries of the Registrant

      23    Independent Auditors Consent

      24.1  Power of Attorney authorizing J. Peter Ricketts to sign the annual
            report on Form 10-K on behalf of Gene L. Finn

      24.2  Power of Attorney authorizing J. Peter Ricketts to sign the annual
            report on Form 10-K on behalf of Thomas Y. Hartley

      24.3  Power of Attorney authorizing J. Peter Ricketts to sign the annual
            report on Form 10-K on behalf of Charles L. Marinaccio

      24.4  Power of Attorney authorizing J. Peter Ricketts to sign the annual
            report on Form 10-K on behalf of Mark L. Mitchell

      24.5  Power of Attorney authorizing J. Peter Ricketts to sign the annual
            report on Form 10-K on behalf of John W. Ward

      24.6  Power of Attorney authorizing J. Peter Ricketts to sign the annual
            report on Form 10-K on behalf of David W. Garrison

      24.7  Power of Attorney authorizing J. Peter Ricketts to sign the annual
            report on Form 10-K on behalf of Robert T. Slezak

      27.1  Financial Data Schedule

(b) Reports on Form 8-K

In July 1999, a Form 8-K, dated July 28, 1999, was filed with the Securities and
Exchange Commission under Item 5, announcing the private placement of $200
million of subordinated convertible notes.







                                       17

<PAGE>   18


(d) Condensed Parent Company Only Financial Statements

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of Ameritrade Holding Corporation and
Subsidiaries
Omaha, Nebraska

We have audited the consolidated financial statements of Ameritrade Holding
Corporation and subsidiaries (collectively, the "Company") as of September 24,
1999 and September 25, 1998 and for each of the three years in the period ended
September 24, 1999 and have issued our report thereon dated October 27, 1999;
such consolidated financial statements and report are included in the Company's
1999 Annual Report to Stockholders and are incorporated herein by reference. Our
audits also included the financial statement schedule of Ameritrade Holding
Corporation, listed in Item 14. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.

/s/ Deloitte & Touche LLP

Omaha, Nebraska
October 27, 1999













                                       18

<PAGE>   19


AMERITRADE HOLDING CORPORATION (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
AS OF SEPTEMBER 24, 1999 AND SEPTEMBER 25, 1998


<TABLE>
<CAPTION>
ASSETS                                                                                             1999             1998
                                                                                               ------------     ------------
<S>                                                                                            <C>              <C>
Cash and cash equivalents ................................................................     $ 51,940,740     $        876
Investments in subsidiaries ..............................................................      193,896,015       66,930,299
Furniture, equipment and leasehold improvements - net of accumulated
  depreciation and amortization: 1999 - $3,365,297; 1998 - $1,146,505 ....................       36,192,349       13,572,089
Investments ..............................................................................      230,619,000       30,760,729
Other assets .............................................................................        7,642,859        1,153,834
                                                                                               ------------     ------------
    Total assets .........................................................................     $520,290,963     $112,417,827
                                                                                               ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Accounts payable and accrued liabilities ...............................................       10,267,930        6,379,954
  Notes payable ..........................................................................      200,000,000       11,000,000
  Deferred income taxes ..................................................................       89,559,955       10,465,789
                                                                                               ------------     ------------
    Total liabilities ....................................................................      299,827,885       27,845,743
                                                                                               ------------     ------------

Commitments and Contingencies

Stockholders' Equity:
  Preferred stock, $1 par value; authorized 3,000,000 shares, none issued ................                -              -
  Common stock, $0.01 par value:
    Class A - 270,000,000 shares authorized; 1999 - 158,103,480 shares
        issued; 1998 - 157,841,076 shares issued .........................................        1,581,035        1,578,411
    Class B - 18,000,000 shares authorized ; 16,372,800 shares issued and
        outstanding ......................................................................          163,728          163,728
                                                                                               ------------     ------------
    Total common stock ...................................................................        1,744,763        1,742,139

Additional paid in capital ...............................................................       24,078,753       21,683,870
Retained earnings ........................................................................       55,296,171       43,756,848
Treasury stock - Class A shares at cost (39,624 shares at Sept. 24, 1999 and
  56,652 at Sept. 25, 1998) ..............................................................          (92,770)        (133,388)
Accumulated other comprehensive income ...................................................      139,436,161       17,522,615
                                                                                               ------------     ------------
    Total stockholders' equity ...........................................................      220,463,078       84,572,084
                                                                                               ------------     ------------

    Total liabilities and stockholders' equity ...........................................     $520,290,963     $112,417,827
                                                                                               ============     ============
</TABLE>










                                       19

<PAGE>   20


AMERITRADE HOLDING CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF INCOME
FOR THE YEARS ENDED SEPTEMBER 24, 1999, SEPTEMBER 25, 1998 AND
SEPTEMBER 26, 1997


<TABLE>
<CAPTION>
                                                                            1999            1998            1997
                                                                        ------------     -----------     -----------
<S>                                                                     <C>              <C>             <C>
Revenues:
  Interest revenue .................................................    $    699,285     $    44,785     $   399,526
  Equity income from investments ...................................             -         5,083,172       3,443,807
  Gain from sale of investment .....................................             -           794,634             -
  Management Fee ...................................................      20,570,000       9,360,000       5,374,640
  Other ............................................................          93,063         252,318         155,251
                                                                        ------------     -----------     -----------
    Total revenues .................................................      21,362,348      15,534,909       9,373,224
  Interest expense .................................................       3,820,823         688,727         219,680
                                                                        ------------     -----------     -----------
    Net revenues ...................................................      17,541,525      14,846,182       9,153,544

Expenses excluding interest:
  Employee compensation and benefits ...............................      10,791,715       6,625,585       5,411,298
  Professional services ............................................      11,612,359       4,179,150         981,859
  Other ............................................................       7,526,077       3,625,350       2,154,815
                                                                        ------------     -----------     -----------
    Total expenses excluding interest ..............................      29,930,151      14,430,085       8,547,972
                                                                        ------------     -----------     -----------
Income (loss) from operations before provision for income
  taxes and equity in earnings of subsidiaries .....................     (12,388,626)        416,097         605,572

Provision for income taxes .........................................      (4,484,885)        169,565         222,143
                                                                        ------------     -----------     -----------
Income before equity in earnings (loss) of subsidiaries ............      (7,903,741)        246,532         383,429

Equity in earnings (loss) of subsidiaries ..........................      19,443,064         (36,094)     13,438,720
                                                                        ------------     -----------     -----------
Net Income .........................................................    $ 11,539,323     $   210,438     $13,822,149
                                                                        ------------     -----------     -----------
</TABLE>







                                       20

<PAGE>   21


AMERITRADE HOLDING CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 24, 1999, SEPTEMBER 25, 1998 AND
SEPTEMBER 26, 1997


<TABLE>
<CAPTION>
                                                                                       1999             1998            1997
                                                                                   ------------     -----------     ------------
<S>                                                                                <C>              <C>             <C>
Cash Flows From Operating Activities:
  Net income ...................................................................   $ 11,539,323     $   210,438     $ 13,822,149
  Adjustments to reconcile net income to net cash flows from
      operating activities:
  Equity in earnings of subsidiaries ...........................................    (19,443,064)         36,094      (13,438,720)
  Depreciation and amortization ................................................      2,225,444         714,950          200,348
  Deferred income taxes ........................................................      1,149,441         435,631         (319,714)
  Equity income from investments ...............................................            -        (5,083,172)      (3,443,807)
  Gain from sale of investment .................................................            -          (794,634)             -
  Changes in operating assets and liabilities:
    Other assets ...............................................................     (6,495,678)       (373,021)        (232,494)
    Accounts payable and accrued liabilities ...................................      5,752,846       1,715,051        1,384,655
                                                                                   ------------     -----------     ------------
      Net cash used in operating activities ....................................     (5,271,688)     (3,138,663)      (2,027,583)
                                                                                   ------------     -----------     ------------

Cash Flows From Investing Activities:
  Acquisition of The R.J. Forbes Group, Inc., net of cash and cash
    equivalents ................................................................     (6,917,076)            -                -
  Investment in subsidiaries ...................................................   (131,975,576)    (40,569,727)      (9,710,640)
  Dividends from subsidiaries ..................................................     31,370,000      15,350,000        5,970,000
  Purchase of furniture, equipment and leasehold improvements ..................    (24,839,052)    (12,034,209)      (1,784,386)
  Purchase of investments ......................................................            -        (1,652,740)        (659,613)
  Distributions received from investments ......................................            -        12,264,993        3,663,231
  Proceeds from sale of investments ............................................            -         5,828,395              -
                                                                                   ------------     -----------     ------------
      Net cash used in investing activities ....................................   (132,361,704)    (20,813,288)      (2,521,408)
                                                                                   ------------     -----------     ------------

Cash Flows From Financing Activities:
  Issuance of Class A common stock .............................................            -               -             33,750
  Proceeds from initial public offering, net of offering costs .................            -               -         22,471,131
  Proceeds from notes payable ..................................................    294,000,000      22,500,000              -
  Principal payments on notes payable ..........................................   (105,000,000)    (11,500,000)      (4,853,000)
  Proceeds from exercise of stock options ......................................        507,208             -                -
  Purchase of treasury stock ...................................................            -          (286,375)             -
  Reissuance of treasury stock .................................................         66,048         136,312              -
                                                                                   ------------     -----------     ------------
      Net cash used in financing activities ....................................    189,573,256      10,849,937       17,651,881
                                                                                   ------------     -----------     ------------
Net Increase (Decrease) in Cash and Cash Equivalents ...........................     51,939,864     (13,102,014)      13,102,890
Cash and Cash Equivalents at Beginning of Year .................................            876      13,102,890              -
                                                                                   ------------     -----------     ------------
Cash and Cash Equivalents at End of Year .......................................   $ 51,940,740     $       876     $ 13,102,890
                                                                                   ============     ===========     ============

Supplemental Cash Flow Information:
  Interest paid ................................................................   $  2,257,917     $   590,522     $    259,369
  Income taxes paid (refunds received) .........................................   $ (5,634,326)    $  (266,066)    $    541,857

Noncash Financing Activities:
  Tax benefit on exercise of stock options .....................................   $  1,864,869     $       -       $        -
</TABLE>








                                       21

<PAGE>   22


SIGNATURES
Pursuant to the requirements of the 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 21st day of December, 1999.


Ameritrade Holding Corporation


By: /s/ J. Joe Ricketts
    -------------------
J. Joe Ricketts
Chairman, Co-Chief Executive Officer and Director
(Principal Executive Officer)

By: /s/ Thomas K. Lewis
    -------------------
Thomas K. Lewis
Co-Chief Executive Officer
(Principal Executive Officer)

By: /s/ William J. Gerber
    ---------------------
William J. Gerber
Senior Finance Manager
(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on this 21st day of December, 1999.


<TABLE>
<S>                                                                  <C>
/s/ J. Joe Ricketts                                                  /s/ Thomas Y. Hartley (1)
-------------------                                                  -------------------------
J. Joe Ricketts                                                      Thomas Y. Hartley
Chairman, Co-Chief Executive Officer and Director                    Director


/s/ J. Peter Ricketts                                                /s/ Charles L. Marinaccio (1)
---------------------                                                -----------------------------
J. Peter Ricketts                                                    Charles L. Marinaccio
Senior Vice President, Marketing and Sales and Director              Director


/s/ Robert T. Slezak (1)                                             /s/ Mark L. Mitchell (1)
------------------------                                             ------------------------
Robert T. Slezak                                                     Mark L. Mitchell
Director                                                             Director


/s/ Gene L. Finn (1)                                                 /s/ John W. Ward (1)
--------------------                                                 --------------------
Gene L. Finn                                                         John W. Ward
Director                                                             Director


/s/ David W. Garrison (1)
-------------------------
David W. Garrison
Director


(1) By:  /s/ J. Peter Ricketts
         ---------------------
         J. Peter Ricketts, Attorney-In-Fact
</TABLE>






                                       22