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)
                              August 27, 2002

             (Exact Name of Registrant as Specified in Charter)

        Delaware                     000-33379                36-4459170
      ---------------            -----------------          ---------------
(State or Other Jurisdiction      (Commission              (IRS Employer
     of Incorporation)            File Number)             Identification No.)

30 South Wacker Drive, Chicago, Illinois                         60606
---------------------------------------------------             --------
(Address of Principal Executive Office)                         (Zip Code)

    Registrant's telephone number, including area code: (312) 930-1000

       (Former Name or Former Address, if Changed Since Last Report)

ITEM 5.  Other Events.

         On August 27, 2002, Chicago Mercantile Exchange Holdings Inc.
issued a joint press release with the Chicago Board of Trade announcing
that they have reached a settlement agreement to resolve the litigation
with eSpeed, Inc., a subsidiary of Cantor Fitzgerald, related to the Wagner
patent on automated futures trading systems.

         A copy of the press release, dated August 27, 2002, is attached
hereto as Exhibit 99.1.

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)      Exhibits.

Number            Description
-------           --------------

99.1              Press Release, dated August 27, 2002.


         Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                                 CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.

Date: August 27, 2002            By: /s/ Craig S. Donohue
                                    Craig S. Donohue
                                    Managing Director and Chief Administrative

                                                               EXHIBIT 99.1

[Chicago Mercantile Exchange Logo]              [Chicago Board of Trade Logo]                         

Ellen G. Resnick, 312/930-3435                  David Prosperi, 312/435-3456
Maryellen T. Thielen, 312/930-3467    


         CHICAGO, Aug. 27, 2002 - Chicago Mercantile Exchange Inc. (CME)
and the Chicago Board of Trade (CBOT) today announced that they have
reached a settlement agreement to resolve the litigation with eSpeed, Inc.
(Nasdaq: ESPD), a subsidiary of Cantor Fitzgerald. The litigation is
related to the Wagner patent on automated futures trading systems (United
States patent No. 4,903,201).

         Under terms of the settlement agreement, CME and CBOT will each
pay $15 million to eSpeed over a five-year period. As part of the
agreement, all companies will be released from the legal claims brought
against each other without admitting liability on the part of any company.
The settlement agreement also covers futures and options on futures on
individual stocks and narrow-based stock indexes offered by OneChicago LLC,
a joint venture of CME, CBOT and the Chicago Board Options Exchange.

         "We made a business decision to settle the case and move on," said
CME Chairman Terry Duffy. "We are now moving forward with our plans for CME
and for investing in improvements to the speed, reliability and
functionality of our GLOBEX(R) electronic trading platform."

         CBOT Chairman Nickolas J. Neubauer added, "Litigation is
time-consuming, expensive and uncertain. It was in the best interests of
the parties to reach a reasonable settlement, and that is what we

         CME will recognize the entire settlement, equivalent to
approximately 28 cents per diluted share, in the third quarter of 2002. CME
will make an initial payment of $5 million, with five subsequent annual
payments of $2 million. The CBOT will recognize the effect of the
settlement in the third quarter of 2002.

         Chicago Mercantile Exchange Inc. ( is the largest
futures exchange in the United States and the second largest exchange in
the world for the trading of futures and options on futures. As an
international marketplace, CME brings together buyers and sellers on its
trading floors and GLOBEX(R) around-the-clock electronic trading platform.
CME offers futures and options on futures primarily in four product areas:
interest rates, stock indexes, foreign exchange and commodities. The
exchange moves about $1.5 billion per day in settlement payments and
manages $27.1 billion in collateral deposits. CME is a wholly owned
subsidiary of Chicago Mercantile Exchange Holdings Inc.

         Providing a diverse mix of financial, equity and commodity futures
and options on futures products, the Chicago Board of Trade offers over 150
years of member-trader expertise, unparalleled liquidity and market
integrity. Via open auction and electronic trading, the CBOT, the world's
third largest derivatives marketplace, provides premier customer service to
risk managers and investors worldwide. Originally a marketplace for
agricultural producers to achieve price protection, today the CBOT offers
more than 60 different products, including futures and option on U.S.
Treasury bonds and notes, interest rate swaps, the Dow Jones Industrial
Average, including an electronic mini-sized Dow, and other Dow Jones
indices. For more information on the CBOT's products and markets, log onto
the exchange Web site at

         GLOBEX is a registered trademark of Chicago Mercantile Exchange
Inc. Further information about CME and its products is available on the CME
Web site at

         Statements in this news release that are not historical facts are
forward-looking statements. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that are
difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or implied in any forward-looking
statements. More detailed information about factors that may affect our
performance may be found in our filings with the Securities and Exchange
Commission, including our most recent Annual Report on Form 10-K, which can
be obtained at its Web site at We undertake no obligation to
publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise.

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