SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 for the Quarterly Period Ended September 30, 2008
 OR
 o
    
    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: 001-32419
 optionsXpress Holdings, Inc.
  Delaware
    
    20-1444525(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)
 311 W. Monroe, Suite 1000, Chicago, Illinois
60606
 (312) 630-3300
 þ o
  Large accelerated filer   þ
    
    Accelerated filer   o
    
    Non-accelerated filer   o
    
    Smaller reporting company   o(Do not check if a smaller reporting company)
  o þ




---



##### 



Part I  FINANCIAL INFORMATION
    
    
    3Item 1.  Condensed Consolidated Financial Statements
    
    
    3Condensed Consolidated Statements of Financial Condition
    
    
    3Condensed Consolidated Statements of Operations
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3.  Quantitative and Qualitative Disclosures about Market Risk
    
    
    19Item 4.  Controls and Procedures
    
    
    19Part II  OTHER INFORMATION
    
    
    20Item 1.  Legal Proceedings
    
    
    20Item 1A  Risk Factors
    
    
    20Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 6.  Exhibits
    
    
    22Signatures
    
    
    23EX-31.1 Section 302 Certification of the CEOEX-31.2 Section 302 Certification of the CFOEX-32.1 Section 906 Certification of the CEO and the CFO
  2




---



##### 



Part I  FINANCIAL INFORMATION
 
 Item 1.  Condensed Consolidated Financial Statements
 
 optionsXpress Holdings, Inc.
Condensed Consolidated Statements of Financial Condition
(Unaudited)
 September 30,
    
    
    December 31,2008
    
    
    2007ASSETSCash and cash equivalents
    
    $
    76,469
    
    
    $
    70,492Cash and investments segregated in compliance with federal regulations
    
    
    452,106
    
    
    
    599,059Receivables from brokerage customers, net
    
    
    222,663
    
    
    
    207,417Receivables from brokers, dealers and clearing organizations
    
    
    10,483
    
    
    
    37,044Investments in securities
    
    
    101,225
    
    
    
    158,175Deposits with clearing organizations
    
    
    230,292
    
    
    
    28,334Fixed assets, net
    
    
    13,703
    
    
    
    12,878Goodwill
    
    
    44,246
    
    
    
    28,616Other intangible assets, net
    
    
    4,850
    
    
    
    3,900Other assets
    
    
    23,299
    
    
    
    9,596Total assets
    
    $
    1,179,336
    
    
    $
    1,155,511LIABILITIES AND STOCKHOLDERS EQUITYLiabilitiesPayables to brokerage customers
    
    $
    874,027
    
    
    $
    851,130Payables to brokers, dealers and clearing organizations
    
    
    8,413
    
    
    
    8,002Accounts payable and accrued liabilities
    
    
    27,323
    
    
    
    15,734Current and deferred income taxes
    
    
    776
    
    
    
    2,937Total liabilities
    
    
    910,539
    
    
    
    877,803Stockholders equityCommon stock, $0.0001 par value (250,000 shares authorized; 59,948 and
63,026 shares issued and outstanding at September 30, 2008 and
December 31, 2007, respectively)
    
    
    6
    
    
    
    6Preferred stock, $0.0001 par value, 75,000 shares authorized; none issued
    
    
    
    
    
    
    Additional paid-in capital
    
    
    42,495
    
    
    
    108,064Accumulated other comprehensive income
    
    
    75
    
    
    
    49Retained earnings
    
    
    226,221
    
    
    
    169,589Total stockholders equity
    
    
    268,797
    
    
    
    277,708Total liabilities and stockholders equity
    
    $
    1,179,336
    
    
    $
    1,155,511
 See accompanying notes
 3




---



##### 



optionsXpress Holdings, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues:Commissions
    
    $
    45,093
    
    
    $
    39,606
    
    
    $
    124,981
    
    
    $
    109,917Interest revenue and fees
    
    
    12,784
    
    
    
    16,163
    
    
    
    39,062
    
    
    
    45,446Interest expense
    
    
    (476
    )
    
    
    (2,009
    )
    
    
    (1,642
    )
    
    
    (5,209
    )Net interest revenue and fees
    
    
    12,308
    
    
    
    14,154
    
    
    
    37,420
    
    
    
    40,237Other brokerage-related revenue
    
    
    8,743
    
    
    
    9,640
    
    
    
    24,435
    
    
    
    26,609Other income
    
    
    708
    
    
    
    689
    
    
    
    2,405
    
    
    
    1,454Net revenues
    
    
    66,852
    
    
    
    64,089
    
    
    
    189,241
    
    
    
    178,217Expenses:Compensation and benefits
    
    
    7,959
    
    
    
    6,861
    
    
    
    21,691
    
    
    
    19,833Brokerage, clearing and other related expenses
    
    
    8,950
    
    
    
    5,336
    
    
    
    19,653
    
    
    
    14,833Advertising
    
    
    4,945
    
    
    
    3,565
    
    
    
    14,850
    
    
    
    10,581Quotation services
    
    
    1,625
    
    
    
    1,900
    
    
    
    5,195
    
    
    
    5,561Depreciation and amortization
    
    
    1,996
    
    
    
    1,555
    
    
    
    5,441
    
    
    
    4,141Technology and telecommunications
    
    
    1,151
    
    
    
    930
    
    
    
    2,974
    
    
    
    2,695Other
    
    
    2,509
    
    
    
    2,597
    
    
    
    7,219
    
    
    
    6,571Total expenses
    
    
    29,135
    
    
    
    22,744
    
    
    
    77,023
    
    
    
    64,215Income before income taxes
    
    
    37,717
    
    
    
    41,345
    
    
    
    112,218
    
    
    
    114,002Income taxes
    
    
    13,723
    
    
    
    16,080
    
    
    
    41,087
    
    
    
    44,286Net income
    
    $
    23,994
    
    
    $
    25,265
    
    
    $
    71,131
    
    
    $
    69,716Earnings per common share:Basic
    
    $
    0.40
    
    
    $
    0.40
    
    
    $
    1.17
    
    
    $
    1.11Diluted
    
    $
    0.40
    
    
    $
    0.40
    
    
    $
    1.17
    
    
    $
    1.10Weighted-average number of common shares:Basic
    
    
    60,022
    
    
    
    62,965
    
    
    
    60,873
    
    
    
    62,897Diluted
    
    
    60,177
    
    
    
    63,159
    
    
    
    61,043
    
    
    
    63,099Dividends declared per share
    
    $
    0.0800
    
    
    $
    0.0625
    
    
    $
    0.2400
    
    
    $
    0.1875
 See accompanying notes.
 4




---



##### 



optionsXpress Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 Nine Months EndedSeptember
30, 2008
    
    
    September 30, 2007Operating activitiesNet income
    
    $
    71,131
    
    
    $
    69,716Adjustments to reconcile net income to cash provided by operating activities:Depreciation and amortization
    
    
    5,441
    
    
    
    4,141Stock-based compensation
    
    
    1,883
    
    
    
    1,340Net deferred income taxes
    
    
    179
    
    
    
    374Loss (gain) on investment in non-consolidated affiliate
    
    
    28
    
    
    
    (191
    )Loss from abandonment of fixed assets
    
    
    
    
    
    
    94Unrealized gains, deferred rent and other
    
    
    (16
    )
    
    
    116Changes in operating assets and liabilities:(Increase) decrease in:Cash and investments segregated in compliance with federal regulations
    
    
    195,441
    
    
    
    (229,919
    )Receivables from brokerage customers, net
    
    
    (15,213
    )
    
    
    (23,041
    )Receivables from brokers, dealers and clearing organizations
    
    
    26,639
    
    
    
    (2,105
    )Deposits with clearing organizations
    
    
    (201,958
    )
    
    
    13,682Other assets
    
    
    (11,391
    )
    
    
    (2,553
    )Increase (decrease) in:Payables to brokerage customers
    
    
    (23,007
    )
    
    
    215,812Payables to brokers, dealers and clearing organizations
    
    
    411
    
    
    
    (14,476
    )Accounts payable and accrued liabilities
    
    
    8,652
    
    
    
    4,050Current income taxes payable
    
    
    (3,336
    )
    
    
    (2,093
    )Net cash provided by operating activities
    
    
    54,884
    
    
    
    34,947Investing activitiesPurchases of investments in securities
    
    
    (20,600
    )
    
    
    (64,000
    )Proceeds from sales and maturities of investments in securities
    
    
    77,550
    
    
    
    40,550Purchases and development of computer software
    
    
    (3,076
    )
    
    
    (1,934
    )Purchases of fixed assets
    
    
    (1,700
    )
    
    
    (7,183
    )Loans to non-affiliates
    
    
    (1,000
    )
    
    
    Dividend from affiliate
    
    
    213
    
    
    
    Cash used in acquisition
    
    
    (13,132
    )
    
    
    (24,135
    )Net cash provided by (used in) investing activities
    
    
    38,255
    
    
    
    (56,702
    )Financing activitiesExercise of stock options
    
    
    221
    
    
    
    509Excess tax benefit for stock-based compensation
    
    
    280
    
    
    
    202Purchases through employee stock purchase plan
    
    
    19
    
    
    
    22Stock repurchases
    
    
    (73,183
    )
    
    
    Dividends paid
    
    
    (14,499
    )
    
    
    (11,803
    )Net cash used in financing activities
    
    
    (87,162
    )
    
    
    (11,070
    )Net increase (decrease) in cash and cash equivalents
    
    
    5,977
    
    
    
    (32,825
    )Cash and cash equivalents, beginning of period
    
    
    70,492
    
    
    
    76,590Cash and cash equivalents, end of period
    
    $
    76,469
    
    
    $
    43,765Supplemental cash flow information:Income taxes paid
    
    $
    43,930
    
    
    $
    45,794Interest paid
    
    
    1,642
    
    
    
    5,209Supplemental disclosure of non-cash activity:Non-cash foreign currency translation
    
    
    28
    
    
    
    63Issuance of common stock in acquisition
    
    $
    5,211
    
    
    $
    11,150
 See accompanying notes.
 5




---



##### 



optionsXpress Holdings, Inc.
 
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
  1. Basis of Presentation and Nature of Operations
 Basis of Presentation
    Nature of Operations
   2. Recently Issued Accounting Pronouncements
 The Fair Value Option for Financial Assets and Financial
Liabilities  Including an amendment of FASB Statement No. 115
 Non-controlling Interests in Consolidated Financial
Statements, an amendment of Accounting Research Bulletin No. 51
 Business Combinations
 6




---



##### 



Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133
 The Hierarchy of Generally Accepted Accounting
Principles The Meaning
of Present Fairly in Conformity with Generally Accepted Accounting Principles
 3. Summary of Significant Accounting Policies
  Investments in Securities 
 Financial Instruments  Fair Value Measurements Financial Instruments
 Effective Date of FASB
Statement No. 157
 Earnings Per Share 
 4. Business Acquisitions
   7




---



##### 



5. Stock-Based Compensation
   6. Goodwill and Other Intangible Assets
  Balance, January 1, 2007
    
    $
    79Goodwill recorded in purchase of XpressTrade (Note 4)
    
    
    28,537Balance, December 31, 2007
    
    
    28,616Goodwill adjustment recorded in purchase price allocation of XpressTrade (Note 4)
    
    
    406Goodwill recorded in purchase of OEC (Note 4)
    
    
    15,224Balance, September 30, 2008
    
    $
    44,246
  Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    CarryingAmount
    
    
    Amortization
    
    
    AmountCustomer relationships
    
    $
    5,800
    
    
    $
    (1,640
    )
    
    $
    4,160Trade names
    
    
    690
    
    
    
    
    
    
    
    690$
    6,490
    
    
    $
    (1,640
    )
    
    $
    4,850
  8




---



##### 



7. Financial Instruments
 Fair Value Measurements
  September
    
    
    December30,
    
    
    31,2008
    
    
    2007Financial instruments owned, at fair value:Money market funds included in cash and cash equivalents
    
    $
    50,473
    
    
    $
    5,868U.S. treasuries included in cash and investments segregated in compliance with federal regulations
    
    
    8,989
    
    
    
    Investments in securities
    
    
    101,225
    
    
    
    158,175U.S. treasuries included in deposits with clearing organizations
    
    
    13,251
    
    
    
    18,508Corporate equities and derivatives included in other assets
    
    
    12,686
    
    
    
    1,057$
    186,624
    
    
    $
    183,608Financial instruments sold but not yet purchased, at fair value:Corporate
equities and derivatives included in accounts payables and accrued liabilities
    
    $
    8,247
    
    
    $
    578$
    8,247
    
    
    $
    578
      Level 1(1)
    
    
    Level 2
    
    
    Level 3(2)
    
    
    TotalFinancial instruments owned, at fair value:Money market funds included in cash and cash equivalents
    
    $
    50,473
    
    
    $
    
    
    
    $
    
    
    
    $
    50,473U.S. treasuries included in cash and investments segregated in
compliance with federal regulations
    
    
    8,989
    
    
    
    
    
    
    
    
    
    
    
    8,989Investments in securities
    
    
    
    
    
    
    
    
    
    
    101,225
    
    
    
    101,225U.S. treasuries included in deposits with clearing organizations
    
    
    13,251
    
    
    
    
    
    
    
    
    
    
    
    13,251Corporate equities and derivatives included in other assets
    
    
    12,686
    
    
    
    
    
    
    
    
    
    
    
    12,686$
    85,399
    
    
    $
    
    
    
    $
    101,225
    
    
    $
    186,624Financial instruments sold but not yet purchased, at fair value:Corporate
equities and derivatives included in accounts  payables
and accrued liabilities
    
    $
    8,247
    
    
    $
    
    
    
    $
    
    
    
    $
    8,247$
    8,247
    
    
    $
    
    
    
    $
    
    
    
    $
    8,247
 
 (1)
    
    All of the Companys assets and liabilities included in Level 1 of the
fair value hierarchy are exchange traded securities.(2)
    
    Level 3 assets represent 54.2% of all assets measured at fair value. 9




---



##### 



InvestmentsinSecurities- AssetsBalance, January 1, 2008
    
    $
    Total gains/(losses), realized and unrealized
    
    
    Purchases, issuances, sales and settlements
    
    
    (6,350
    )Transfers in/(out) of Level 3
    
    
    107,575Balance, September 30, 2008
    
    $
    101,225
     10




---



##### 



8. Guarantees and Contingencies
 Guarantees
   General Contingencies
    Legal Contingencies
  11




---



##### 



9. Capitalization
 Common Stock
   Preferred Stock
  Dividends
    10. Regulatory Requirements
    11. Earnings Per Share
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    23,994
    
    
    $
    25,265
    
    
    $
    71,131
    
    
    $
    69,716Weighted-average number of common shares outstanding  basic
    
    
    60,022
    
    
    
    62,965
    
    
    
    60,873
    
    
    
    62,897Effect of dilutive securities
    
    
    155
    
    
    
    194
    
    
    
    170
    
    
    
    202Weighted-average number of common shares outstanding 
diluted
    
    
    60,177
    
    
    
    63,159
    
    
    
    61,043
    
    
    
    63,099Basic EPS
    
    $
    0.40
    
    
    $
    0.40
    
    
    $
    1.17
    
    
    $
    1.11Diluted EPS
    
    $
    0.40
    
    
    $
    0.40
    
    
    $
    1.17
    
    
    $
    1.10
 12. Subsequent Events
  12




---



##### 



Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations
 FORWARD-LOOKING STATEMENTS
    
    
    the statements about our intention to pay dividends;
    
    the statements about future growth in online brokerage accounts, options trading, futures trading, online options trading, and
online futures trading;
    
    the statement that on a per trade basis, brokerage, clearing and other related expenses generally decrease as the number of
customer trades increase;
    
    the statements about continuing to expand our product offering and our customer base and the costs associated with such expansion;
    
    the statements concerning future growth of our futures business, international operations and brokersXpress;
    
    the statements about the impact of changes in interest rates on our earnings;
    
    the statements concerning continued financing options;
    
    the statements regarding scalability of our systems and the cost of capacity increases; and
    
    the statements concerning uncertainties and deteriorations in the credit and capital markets and the credit quality of our
auction rate securities.
 13




---



##### 



Results of Operations
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Results of OperationsNet revenues (in thousands)
    
    $
    66,852
    
    
    $
    64,089
    
    
    $
    189,241
    
    
    $
    178,217Compensation and benefits
    
    
    11.9
    %
    
    
    10.7
    %
    
    
    11.5
    %
    
    
    11.1
    %Brokerage, clearing, and other related expenses
    
    
    13.4
    
    
    
    8.3
    
    
    
    10.4
    
    
    
    8.3Advertising
    
    
    7.4
    
    
    
    5.6
    
    
    
    7.8
    
    
    
    5.9Quotation services
    
    
    2.4
    
    
    
    3.0
    
    
    
    2.7
    
    
    
    3.1Depreciation and amortization
    
    
    3.0
    
    
    
    2.4
    
    
    
    2.9
    
    
    
    2.3Technology and telecommunication
    
    
    1.7
    
    
    
    1.5
    
    
    
    1.6
    
    
    
    1.5Other
    
    
    3.8
    
    
    
    4.1
    
    
    
    3.8
    
    
    
    3.7Income before income taxes
    
    
    56.4
    
    
    
    64.5
    
    
    
    59.3
    
    
    
    64.0Income taxes
    
    
    20.5
    
    
    
    25.1
    
    
    
    21.7
    
    
    
    24.8Net income
    
    
    35.9
    
    
    
    39.4
    
    
    
    37.6
    
    
    
    39.1
 Statistical Data
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Statistical DataNumber of customer accounts (1)
    
    
    305,200
    
    
    
    247,800
    
    
    
    305,200
    
    
    
    247,800Daily average revenue trades (DARTs) (2)
    
    
    47,800
    
    
    
    36,900
    
    
    
    41,000
    
    
    
    33,500Customer trades per account (3)
    
    
    41
    
    
    
    38
    
    
    
    36
    
    
    
    37Average commission per trade
    
    $
    14.87
    
    
    $
    17.16
    
    
    $
    16.17
    
    
    $
    17.61Option trades as a % of total trades
    
    
    48
    %
    
    
    66
    %
    
    
    59
    %
    
    
    66
    %Advertising expense per net new customer
account (4)
    
    $
    454
    
    
    $
    285
    
    
    $
    371
    
    
    $
    309Total client assets (000s)
    
    $
    5,297,285
    
    
    $
    5,622,652
    
    
    $
    5,297,285
    
    
    $
    5,622,652Client margin balances (000s)
    
    $
    200,471
    
    
    $
    166,146
    
    
    $
    200,471
    
    
    $
    166,146
 
 (1)
    
    Customer accounts are open, numbered accounts.(2)
    
    DARTs are total revenue-generating trades for a period divided by the number of trading days in that period.(3)
    
    Customer trades per account are total trades divided by the average number of customer accounts during the
period. Customer trades are annualized.(4)
    
    Calculated based on net new customer accounts opened during the period. Three Months Ended September 30, 2008 versus September 30, 2007
 Overview
  
    
    total customer accounts increased by 57,400 to 305,200, or 23.2%;
    
    total trades increased by 724,400 to 3,032,800, or 31.4%; and
    
    average commission per trade decreased by $2.29 to $14.87, or 13.4%.
 Commissions
  14




---



##### 



Net interest revenue and fees
  Other brokerage-related revenue
  Other income
  Compensation and benefits
  Brokerage, clearing, and other related expenses
  Advertising
  Quotation services
  Depreciation and amortization
  Technology and telecommunication
  Other
  15




---



##### 



Income taxes
  Net income
  Nine Months Ended September 30, 2008 versus September 30, 2007
 Overview
  
    
    total customer accounts increased by 57,400 to 305,200, or 23.2%;
    
    total trades increased by 1,486,000 to 7,729,400, or 23.8%; and
    
    average commission per trade decreased by $1.44 to $16.17, or 8.2%.
 Commissions
  Net interest revenue and fees
  Other brokerage-related revenue
  Other income
  Compensation and benefits
  Brokerage, clearing, and other related expenses
  16




---



##### 



Advertising
  Quotation services
  Depreciation and amortization
  Technology and telecommunication
  Other
  Income taxes
  Net income
  Liquidity and Capital Resources
    17




---



##### 



Credit Facility
   18




---



##### 



Cash Flow
    Capital Expenditures
  
 Item 3.  Quantitative and Qualitative Disclosures about Market Risk
     
 Item 4.  Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  19




---



##### 



Changes in Internal Control over Financial Reporting
  
 Part II  OTHER INFORMATION
 
 Item 1.  Legal Proceedings
 
 
 Item 1A  Risk Factors
 Risk
Factors.
 Our investments in auction rate securities are subject to risks that may cause losses and affect
the liquidity of these investments.
     20




---



##### 



Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
 (c) Purchases of Equity Securities by the Issuer
  TotalNumber ofShares
    
    
    ApproximatePurchased
    
    
    Dollar Value ofas Part of
    
    
    Shares thatTotal
    
    
    
    
    
    
    Publicly
    
    
    May Yet BeNumber of
    
    
    Average
    
    
    Announced
    
    
    PurchasedShares
    
    
    Price
    
    
    Plans
    
    
    Under the PlansPurchased
    
    
    Paid per
    
    
    or Programs
    
    
    or ProgramsPeriod
    
    (1)
    
    
    Share
    
    
    (1)
    
    
    (3)July 1, 2008 through July 31, 2008
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    31,715,254August 1, 2008 through August 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,715,254September 1, 2008 through September 30, 2008
    
    
    100,000
    
    
    
    23.87
    
    
    
    100,000
    
    
    
    31,715,254100,000
    (2)
    
    $
    21.75
    
    
    
    100,000
    
    
    $
    31,715,254
 
 (1)
    
    Represents shares repurchased from Ned. W. Bennett, our Executive Vice
Chairman and founder, on March 3, 2008, pursuant to a stock purchase
agreement we entered into with him on February 14, 2008 (the Bennett
Stock Purchase Agreement). The Bennett Stock Purchase Agreement does
not have an expiration date and does not create an obligation for us
to buy, or Mr. Bennett to sell to us, any of his shares of our common
stock. The number of shares we may purchase under the Bennett Stock
Purchase Agreement is limited to 200,000 shares per year, but the
total number of shares is limited only by the number of shares of our
common stock that Mr. Bennett may hold from time to time.(2)
    
    Represents repurchased shares which were retired to authorized, but unissued.(3)
    
    Represents shares that may yet be repurchased by us pursuant to a stock
repurchase program approved by our Board of Directors on February 13, 2008
that authorizes us to repurchase up to $100 million of our outstanding
common stock (the Repurchase Program). The Repurchase Program has no
expiration date and may be terminated at any time by the Board of Directors. 21




---



##### 



Item 6.  Exhibits
 Exhibit
    
    Description31.1
    
    Certification of David A. Fisher, Principal Executive Officer, as required pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification of Adam J. DeWitt, Principal Financial Officer, as required pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 22




---



##### 



Signatures
  Dated: November 10, 2008
    
    optionsXpress Holdings, Inc.(Registrant)By:
    
    /s/ DAVID A. FISHERDavid A. FisherChief Executive Officer (Principal Executive Officer)By:
    
    /s/ ADAM J. DEWITTAdam J. DeWittChief Financial Officer (Principal Financial and
Accounting Officer)
 23