Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  TORONTO DOMINION BANK
 2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2006		 3. Issuer Name and Ticker or Trading Symbol
TD AMERITRADE HOLDING CORP [AMTD]
(Last)
(First)
(Middle)
TORONTO DOMINION CENTRE, P.O.BOX 1		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
01/25/2006
(Street)

TORONTO, ONTARIO, CANADA M5K IA2		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common stock, par value $0.01 per share 100
I
See footnote (1)
Common stock, par value $0.01 per share 100 (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TORONTO DOMINION BANK
TORONTO DOMINION CENTRE
P.O.BOX 1
TORONTO, ONTARIO, CANADA M5K IA2		     X    

Signatures

/s/ Christopher A. Montague 02/23/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) These shares beneficially owned indirectly by The Toronto-Dominion Bank ("TD") were inadvertently omitted from TD's original filing on January 25, 2006.
(2) The number of shares beneficially owned by TD reported in TD's original filing on January 25, 2006 inadvertently omitted 100 shares then and currently owned directly by TD. Together with those shares beneficially owned indirectly by TD as stated in footnote (1) hereto, the number of shares that TD beneficially owns in the aggregate is 196,300,200.

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