AMERITRADE HOLDING CORP
SC 13G, 1998-01-28
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549


                                SCHEDULE 13G
                  UNDER THE SECURITIES EXCHANGE ACT OF 1934
                          (AMENDMENT NO. ________)*



                       Ameritrade Holding Corporation
                              (Name of Issuer)


               Class A Common Stock, par value $.01 per share
                       (Title of Class of Securities)


                                  03072H109
                               (CUSIP Number)




         *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior page.

         The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.





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CUSIP NO.   03072H109  



     (1)       Name of reporting person(s)  Ameritrade Holding Corporation
               Profit Sharing Plan

               S.S. or I.R.S. identification nos. of above persons   47-0642657

     (2)       Check the appropriate box if a member of a group (SEE
               INSTRUCTIONS)                                    (a) [ ]
                  N/A                                           (b) [ ]
                                                
     (3)       SEC USE ONLY



     (4)       Citizenship or place of organization  United States

                                  (5)     Sole voting power  1,393,248 
            Number
          of shares               (6)     Shared voting power    0          
         beneficially                                                       
         owned by each            (7)     Sole dispositive power  1,393,248 
           reporting                                                        
         person with:             (8)     Shared dispositive power    0     
                                 

     (9)       Aggregate amount beneficially owned by each reporting person
               1,393,248 

     (10)      Check if the aggregate amount in row (9) excludes         [ ]
               certain shares (SEE INSTRUCTIONS)

     (11)      Percent of class represented by amount in row (9)    10.6% 

     (12)      Type of reporting person (SEE INSTRUCTIONS) 
               00 - Profit Sharing Plan





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         ITEM 1(A).  NAME OF ISSUER:  Ameritrade Holding Corporation

         ITEM 1(B).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

         4211 South 102nd Street
         Omaha, Nebraska 68127

         ITEM 2(A).  NAME OF PERSON FILING:  Ameritrade Holding Corporation
         Profit Sharing Plan

         ITEM 2(B).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
         RESIDENCE

         4211 South 102nd Street, Omaha, NE  68127

         ITEM 2(C).  CITIZENSHIP:   United States

         ITEM 2(D).  TITLE OF CLASS OF SECURITIES:  Class A Common
         Stock, par value $.01 per share

         ITEM 2(E).  CUSIP NO.:  03072H109

         ITEM 3.  STATEMENTS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B)

         Not Applicable

         ITEM 4.  OWNERSHIP

         (a)     Amount Beneficially Owned:  1,393,248    
         (b)     Percent of Class:    10.6%       
         (c)     Number of shares as to which such person has:

                 (i)      sole power to vote or to direct the vote 1,393,248
                 (ii)     shared power to vote or to direct the vote    0 
                 (iii)    sole power to dispose or to direct the disposition of
                          1,393,248 
                 (iv)     shared power to dispose or to direct the disposition
                          of    0

         Instruction.  For computations regarding securities which represent a
right to acquire an underlying security see Rule 13d-3(d)(1).

         ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

         Not Applicable



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<PAGE>   4

         ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
         PERSON

         Not Applicable.


         ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
         ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

         Not Applicable

         ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

         Not Applicable

         ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

         Not Applicable

         ITEM 10.  CERTIFICATION

         Not Applicable

                                  SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                        Ameritrade Holding Corporation Profit
                                        Sharing Plan by J. Joe Ricketts as 
                                        Trustee


Date:  January 25, 1998                 /s/ J. Joe Ricketts
       ----------------                 ---------------------------------------
                                        (Signature)

         The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative.  If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.


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