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 * TORONTO DOMINION BANK   2. Issuer Name and Ticker or Trading Symbol TD AMERITRADE HOLDING CORP [AMTD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) TORONTO DOMINION CENTRE, P.O. BOX 1 3. Date of Earliest Transaction (Month/Day/Year) 03/06/2006 (Street) TORONTO, ONTARIO, CANADA M5K 1A2 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, par value $0.01 per share 03/06/2006   S   100 (1) D $ 22.85 0 (1) D   Common Stock, par value $0.01 per share 03/06/2006   S   100 (1) D $ 22.85 0 (1) I See Footnote (1) Common Stock, par value $0.01 per share 03/21/2006   P   200,000 (2) A $ 21.03 3,400,000 (2) I See Footnote (2) Common Stock, par value $0.01 per share 03/22/2006   P   200,000 (2) A $ 20.31 3,600,000 (2) I See Footnote (2) Common Stock, par value $0.01 per share               196,300,000 I See Footnote (3)

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

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 1A2		X

Signatures

/s/ Christopher A. Montague		03/23/2006
**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 reporting person's sales of common stock of TD Ameritrade Holding Corporation ("TD Ameritrade") on March 6, 2006 reported herein were matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 200 shares, with the reporting person's purchase of 200,000 shares of TD Ameritrade common stock at a price of $20.85 per share on March 9, 2006. The reporting person has agreed to pay to TD Ameritrade $389.86, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs. Such sales relate to 100 shares of TD Ameritrade common stock previously held directly by the reporting person and 100 shares of TD Ameritrade common stock previously held by Toronto Dominion Investments, Inc., a wholly-owned subsidiary of the reporting person, with respect to which the reporting person was an indirect beneficial owner.
(2)	The reported shares are owned directly by TD Discount Brokerage Acquisition LLC ("TDDBA"), a wholly-owned subsidiary of the reporting person. TDDBA purchased such shares pursuant to a Rule 10b5-1 trading plan. The reporting person is an indirect beneficial owner of the reported securities.
(3)	These reported shares are owned directly by TD Discount Brokerage Holdings LLC, a wholly-owned subsidiary of the reporting person. The reporting person is an indirect beneficial owner of the reported securities.

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