FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * MOGLIA JOSEPH H   2. Issuer Name and Ticker or Trading Symbol TD AMERITRADE HOLDING CORP [AMTD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 4211 SOUTH 102ND ST. 3. Date of Earliest Transaction (Month/Day/Year) 08/26/2008 (Street) OMAHA, NE 68127 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/26/2008   M   9,000 A $ 3.9 297,210 D   Common Stock 08/26/2008   S(1)   9,000 D $ 19.54 (2) 288,210 D   Common Stock 08/27/2008   M   15,000 A $ 3.9 303,210 D   Common Stock 08/27/2008   S(1)   15,000 D $ 19.89 (3) 288,210 D   Common Stock 08/28/2008   M   15,000 A $ 3.9 303,210 D   Common Stock 08/28/2008   S(1)   15,000 D $ 20.33 (4) 288,210 D   Common Stock               6,683 I By 401(k) account

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 3.9

08/26/2008

M

9,000

(5)

03/01/2013

Common Stock

9,000

$ 0

1,862,000

D

Employee Stock Option (right to buy)

$ 3.9

08/27/2008

M

15,000

(5)

03/01/2013

Common Stock

15,000

$ 0

1,847,000

D

Employee Stock Option (right to buy)

$ 3.9

08/28/2008

M

15,000

(5)

03/01/2013

Common Stock

15,000

$ 0

1,832,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MOGLIA JOSEPH H 4211 SOUTH 102ND ST. OMAHA, NE 68127	X		Chief Executive Officer

Signatures

/s/ Graham Fowler, as attorney-in-fact for Joseph H. Moglia		08/28/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The sales reported in this Form 4 were effected under a Rule 10b5-1 trading plan adopted by the reporting person on August 13, 2008.
(2)	This price represents the weighted average sales price for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $19.24 to $19.75. Upon request by the SEC staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.
(3)	This price represents the weighted average sales price for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $19.54 to $20.00. Upon request by the SEC staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.
(4)	This price represents the weighted average sales price for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $19.95 to $20.57. Upon request by the SEC staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.
(5)	The option vested daily from the date of grant over 731 days.

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