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): ~~May~~June 1122, 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:

x¨ Written communications pursuant to Rule 425 under the Securities Act

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

Item 1 5.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~May~~ June 1122, 2007, ~~CBOT~~the ~~Holdings,~~Registrant ~~Inc.,~~entered into a ~~Delaware~~Release ~~corporation~~and Settlement Agreement (~~“CBOT~~the ~~Holdings~~“Agreement”) with Kevin J.P. O’Hara, the ~~Board~~Registrant’s offormer ~~Trade~~Chief ofAdministrative Officer and Chief Strategy Officer, in connection with Mr. O’Hara’s resignation. As required by the ~~City~~terms of ~~Chicago~~his employment agreement, ~~Inc~~Mr., O’Hara awill ~~Delaware~~be ~~corporation~~paid ~~and~~his aannual ~~subsidiary~~base salary through June 22, 2007, the effective date of ~~CBOT~~his ~~Holdings~~resignation (the “~~CBOT~~Effective Date”), ~~and~~plus ~~Chicago~~a ~~Mercantile~~lump ~~Exchange Holdings~~sum ~~Inc~~payment of $1.8 million. In addition, ain ~~Delaware~~the ~~corporation~~event Mr. O’Hara ~~(“CME~~elects ~~Holdings”)~~to continue health insurance under COBRA, ~~entered~~the ~~into~~Registrant ~~Amendment~~will ~~No. 2~~pay (the ~~“Amendment”)~~COBRA topremiums for a period of 18 months from the ~~Agreement~~Effective ~~and~~Date. ~~Plan~~Also as required by the terms of ~~Merger~~his employment agreement, ~~dated~~7,500 asshares of ~~October~~restricted Class 17A common stock and options to purchase 2,500 ~~2006~~shares of Class A common stock that were to vest in 2008 and ~~amended~~2009 became vested as of ~~December 20,~~the ~~2006~~Effective Date, by and all other grants were forfeited. The Registrant will reimburse ~~among~~Mr. O’Hara ~~CBOT~~for ~~Holdings~~up to $50,000 ~~CBOT~~in ~~and~~legal ~~CME~~fees ~~Holdings~~incurred ~~(the~~in ~~“Merger~~connection with the Agreement”). The Registrant will also continue to be obligated to comply with the indemnification provisions under Mr. O’Hara’s employment agreement, including any make whole obligations in the event that payments to Mr. O’Hara are deemed to constitute parachute payments for tax purposes.

~~Pursuant~~A tocopy ~~the Amendment, at the effective time~~ of the ~~merger,~~ ~~for~~Agreement ~~each~~and ~~share~~a ofpress ~~CBOT~~release ~~Holdings~~announcing ~~Class A common stock owned, CBOT Holdings Class A stockholders will be entitled to receive 0~~Mr.~~3500 shares of CME Holdings Class~~ AO’Hara’s ~~common~~agreement ~~stock.~~are ~~The~~filed ~~Amendment also provides for, among other things, an increase in the Termination Fee,~~ as ~~defined~~Exhibits ~~in the Merger Agreement, from $240 million to $288 million~~10.1 Inand ~~addition~~99.1, ~~pursuant to the Amendment~~respectively, ~~CME Group will commence a cash tender offer for up~~ to ~~$3.5~~this ~~billion~~Form in8-K ~~common~~and ~~stock~~are ofhereby ~~the combined~~incorporated ~~company~~by atreference ~~a fixed price of $560 per share~~herein. ~~The tender offer will be in lieu of the cash election feature that was part of the original Merger Agreement.~~

The foregoing summary of the Amendment, and the transactions contemplated thereby, does not purport to be complete and is subject to and qualified in its entirety by the full text of the Amendment, which is attached hereto as Exhibit 2.1, and the full text of the Merger Agreement, which was filed as Exhibit 2.1 to CBOT Holdings’ Current Report on Form 8-K, filed on October 18, 2006.

Item 8.01 Other Events

On May 11, 2007, CBOT Holdings and CME Holdings issued a joint press release announcing the signing of the Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

2.1		Amendment No. 2, dated as of May 11, 2007, to Agreement and Plan of Merger, dated as of October 17, 2006, among Chicago Mercantile Exchange Holdings Inc., CBOT Holdings, Inc. and the Board of Trade of the City of Chicago, Inc.
99.1		Joint Press Release, dated May 11, 2007

10.1

Release and Settlement Agreement, dated as of June 22, 2007, between Kevin J.P. O’Hara and CBOT Holdings, Inc.

99.1

Press Release, dated June 22, 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.	~~CBOT HOLDINGS, INC.~~
Date: May 11, 2007		By:	/s/ Bernard W. Dan
Date: June 28, 2007	By:	/s/ Bernard W. Dan
	Name:	~~Name:~~Bernard W. Dan	~~Bernard W. Dan~~
	Title:	~~Title:~~President and Chief Executive Officer	~~President and Chief Executive Officer~~

EXHIBIT INDEX

Exhibit No.		Title
2.1		Amendment No. 2, dated as of May 11, 2007, to Agreement and Plan of Merger, dated as of October 17, 2006, among Chicago Mercantile Exchange Holdings Inc., CBOT Holdings, Inc. and the Board of Trade of the City of Chicago, Inc.
10.1		Release and Settlement Agreement, dated as of June 22, 2007, between Kevin J.P. O’Hara and CBOT Holdings, Inc.
99.1		~~Joint~~ Press Release, dated ~~May~~June 1122, 2007

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