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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                               FORM 10-K/A No. 1

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

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<TABLE>
<S>                                                                     <C>
Securities registered pursuant to Section 12(b) of the Act:
                  Title of each class                                   Name of each exchange on which registered
                  -------------------                                   -----------------------------------------
                            None                                                         None
</TABLE>

          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, 1998 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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                                   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 27th day of December, 1999.



                                     AMERITRADE HOLDING CORPORATION



                                     By: /s/ J. Peter Ricketts
                                         --------------------------
                                         J. Peter Ricketts
                                         Senior Vice President,
                                         Marketing and Sales and Director







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

(a) Documents filed as part of this Report


  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)

          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


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                 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 (incorporated by reference
                 to Exhibit 10.13 of the Company's annual report on Form 10-K
                 and amendments thereto filed on December 23, 1999)

          10.14  First Amendment to Lease, dated September 27, 1999 between NBP
                 132, LLC and Ameritrade Holding Corporation (incorporated by
                 reference to Exhibit 10.14 of the Company's annual report on
                 Form 10-K and amendments thereto filed on December 23, 1999)

          10.15  Addendum to Lease, dated July 28, 1999 between NBP 132, LLC and
                 Ameritrade Holding Corporation (incorporated by reference to
                 Exhibit 10.15 of the Company's annual report on Form 10-K and
                 amendments thereto filed on December 23, 1999)

          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)



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          10.19  Consulting agreement, dated as of November 15, 1999, between
                 Robert T. Slezak and Ameritrade Holding Corporation
                 (incorporated by reference to Exhibit 10.19 of the Company's
                 annual report on Form 10-K and amendments thereto filed on
                 December 23, 1999)

          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)

          10.21  Amended and Restated 1996 Long-Term Incentive Plan dated
                 October 23, 1999 (incorporated by reference to Exhibit 10.21 of
                 the Company's annual report on Form 10-K and amendments thereto
                 filed on December 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 (incorporated by reference to
                 Exhibit 21.1 of the Company's annual report on  Form 10-K and
                 amendments thereto filed on December 23, 1999)

          23     Independent Auditors Consent (incorporated by reference to
                 Exhibit 23 of the Company's annual report on Form 10-K and
                 amendments thereto filed on December 23, 1999)

          24.1   Power of Attorney authorizing J. Peter Ricketts to sign the
                 annual report on Form 10-K on behalf of Gene L. Finn
                 (incorporated by reference to Exhibit 24.1 of the Company's
                 annual report on Form 10-K and amendments thereto filed on
                 December 23, 1999)

          24.2   Power of Attorney authorizing J. Peter Ricketts to sign the
                 annual report on Form 10-K on behalf of Thomas Y. Hartley
                 (incorporated by reference to Exhibit 24.2 of the Company's
                 annual report on Form 10-K and amendments thereto filed on
                 December 23, 1999)

          24.3   Power of Attorney authorizing J. Peter Ricketts to sign the
                 annual report on Form 10-K on behalf of Charles L. Marinaccio
                 (incorporated by reference to Exhibit 24.3 of the Company's
                 annual report on Form 10-K and amendments thereto filed on
                 December 23, 1999)

          24.4   Power of Attorney authorizing J. Peter Ricketts to sign the
                 annual report on Form 10-K on behalf of Mark L. Mitchell
                 (incorporated by reference to Exhibit 24.4 of the Company's
                 annual report on Form 10-K and amendments thereto filed on
                 December 23, 1999)

          24.5   Power of Attorney authorizing J. Peter Ricketts to sign the
                 annual report on Form 10-K on behalf of John W. Ward
                 (incorporated by reference to Exhibit 24.5 of the Company's
                 annual report on Form 10-K and amendments thereto filed on
                 December 23, 1999)

          24.6   Power of Attorney authorizing J. Peter Ricketts to sign the
                 annual report on Form 10-K on behalf of David W. Garrison
                 (incorporated by reference to Exhibit 24.6 of the Company's
                 annual report on Form 10-K and amendments thereto filed on
                 December 23, 1999)

          24.7   Power of Attorney authorizing J. Peter Ricketts to sign the
                 annual report on Form 10-K on behalf of Robert T. Slezak
                 (incorporated by reference to Exhibit 24.7 of the Company's
                 annual report on Form 10-K and amendments thereto filed on
                 December 23, 1999)

          27.1   Financial Data Schedule (incorporated by reference to Exhibit
                 27.1 of the Company's annual report on Form 10-K and amendments
                 thereto filed on December 23, 1999)

* Inadvertently omitted from original filing



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