SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~January 131, ~~2006~~2007

CBOT HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-32650

36-4468986

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

141 West Jackson Blvd.

Chicago, Illinois 60604

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (312) 435-3500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.0102 Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive~~Condition ~~Agreement~~

On ~~June~~January 131, ~~2006~~2007, ~~the~~CBOT ~~Registrant~~Holdings, ~~its wholly owned subsidiary the Board of Trade of the City of Chicago,~~ Inc. ~~and~~(“CBOT ~~Bernard~~Holdings”) W.issued ~~Dan,~~a ~~the Registrant’s~~press ~~President~~release ~~and~~announcing ~~Chief~~its ~~Executive~~fourth ~~Officer,~~quarter ~~entered~~2006 ~~into~~results anfor ~~amendment,~~the ~~dated~~period ~~June~~ended December 131, 2006. ~~(the~~The ~~“Amendment”),~~press torelease ~~Mr. Dan’s~~is ~~Employment~~attached ~~Agreement~~hereto ~~dated~~as ~~September~~Exhibit ~~21, 2005~~99.1. ~~Pursuant~~The toinformation ~~the~~furnished ~~Amendment,~~ in ~~the event~~this ~~that~~report, ~~Mr. Dan’s~~including ~~employment is terminated by the Registrant without cause or by Mr.~~Exhibit ~~Dan for good reason within the twelve-month period following a change in control, Mr~~99. ~~Dan will~~1, inshall ~~addition~~not tobe ~~the~~deemed ~~other~~“filed” ~~payments and benefits provided~~ for inpurposes ~~the~~of ~~Employment~~Section 18 ~~Agreement,~~of ~~be entitled to be paid a termination amount equal to 2 times~~ the ~~sum~~Securities Exchange Act of ~~his~~1934 ~~base salary and performance bonus for~~ (the ~~current~~“Exchange ~~year~~Act”) ~~(calculated~~or asotherwise ifsubject ~~Mr. Dan achieved target performance levels for the year). Prior~~ to the ~~Amendment,~~liabilities ~~he was entitled to 1.5 times such amount~~ under ~~his Employment Agreement. In addition, the Amendment provides~~ that, inSection and ~~the~~shall ~~event~~not ofbe adeemed ~~change~~to inbe ~~control,~~incorporated ~~the~~by ~~Registrant~~reference ~~will~~into ~~reimburse Mr. Dan for~~ any ~~excise tax~~filing ~~that~~of ~~Mr. Dan~~CBOT ~~may~~Holdings ~~owe~~under ~~as a result of~~ the ~~change~~Securities inAct ~~control unless a reduction~~ of ~~10%~~1933 or ~~less in~~ the Exchange ~~payments to be made to Mr~~Act. ~~Dan~~ ~~in connection with such change in control would result in the avoidance of such excise tax.~~

Forward Looking Statements

Certain statements in this filing may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on CBOT Holding’s current expectations and involve risks and uncertainties that could cause CBOT Holding’s actual results to differ materially from those set forth in the statements. There can be no assurance that such expectations will prove to be correct. Factors that could cause current results to differ materially from current expectations include general economic and business conditions, industry trends, competitive conditions, regulatory developments as well as other risks or factors identified in CBOT Holding’s filings with the Securities Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2005 which is available on the SEC’s website at http://www.sec.gov. You should not place undue reliance on forward-looking statements, which speak only as of the date of this filing. Except for any obligation to disclose material information under the Federal securities laws, CBOT Holdings undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this filing.

Item 9.01 Financial Statements and Exhibits

(dc) Exhibits:

1099.1 ~~First~~ ~~Amendment~~Press ~~to Bernard~~release ~~Dan~~dated ~~Employment~~January ~~Agreement~~31, ~~dated June 1, 2006~~ 2007.

SIGNATURES

Pursuant to the requirements 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.

	CBOT HOLDINGS, INC.
Date: June 7, 2006	By:	/s/ Kevin J.P. O’Hara
Date: January 31, 2007	By:	/s/ Bernard W. Dan
	Name:	~~Kevin~~Bernard JW.P. ~~O’Hara~~Dan
	Title:	President and Chief ~~Administrative~~Executive Officer ~~and~~
		Chief Strategy Officer

2INDEX TO EXHIBITS

EXHIBIT INDEX


Exhibit Number		Description
99.1		Press release dated January 31, 2007

Exhibit No.		Title
10.1		First Amendment to Bernard Dan Employment Agreement, dated June 1, 2006

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