Filed by CBOT Holdings, Inc.
                    Subject Company--CBOT Holdings, Inc.
                    Pursuant to Rule 425 under the Securities Act of 1933
                    File No. 333-72184

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The following are the prepared remarks of the Chairman of the CBOT given at a
meeting of CBOT members on February 26, 2002.

                   Remarks By Chairman Nickolas J. Neubauer
                        CBOT Member Information Meeting
                                January 16, 2002


     Welcome to our first membership information meeting of 2002 and thank you
for attending, either in person or via Membernet.

     Shortly after taking office last year I reviewed with you the commitments I
had made during my campaign.  I am happy to say that I kept each of those ten
promises and today I will set forth my goals for this year, my final year as
CBOT Chairman.

     Early last year I said that 2001 would be a year of major change and that
we were a financially sound organization that needed a turnaround.  We
accomplished that and 2002 will build on the foundation we laid last year.
These are my goals and promises to you for this year:

Promise 1.   Regular Communication.

     This repeats the promise I made to you last year and I do so because it is
the Chairman's most important responsibility.

     During my first year I held regular membership information meetings, in
addition to communicating to our customers, the press, and the public generally
through print media, television, radio, and addresses to organizations important
to us like the Futures Industry Association or National Grain Trade Council.

     Communication with members is both easy and informative to me.  I learn
from the members.  Let me emphasize: Along with our employees, members are the
most valuable resource this exchange has and our future depends on informed
active members working with our excellent management team.

     Post-restructuring, this back and forth communication must continue.  Over
the last six months, I have worked with both management and members to be sure
that neither thinks of itself as having separate interests from the other.  I am
happy to say that substantial progress has been made and I think that our
excellent management group is better aligned with the membership than we have
seen for many years.

     Let me give just one example: Over the last six months, we had intensive
discussions with members of the Dow Pit over how to best promote that product
and to finance the licensing fees required for renewal of the contract.  Under
Bernie Dan's leadership, the licensing contract with Dow has been renewed for a
new five-year term and we have an excellent program for marketing it.  All this
was done by working closely with members.


Promise 2.  Investment in Open Auction.

     One of my top priorities as Chairman is to make our open auction markets as
automated and technically efficient as possible.

     Thanks to David Vitale, Bill Farrow joined us last year to head up our
technology effort and he has formulated a three-year plan to bring our exchange
technology up to date.

     Last week Bill met with some members that have been active in CBOT
technology in the past and who wanted to be sure we were on the right track now.
After the meeting, one of the participants said to me, "Bill Farrow impressed me
as a man who knows what he is doing and is amenable to suggestions ... IT under
Bill Farrow is in good hands."

     Last year we made substantial progress in making our open auction markets
more efficient.  Our order routing system had been plagued by down days, but now
we are experiencing 100% reliability and integrity.  Thanks to the work of Bill
and Bryan Durkin, we have had no down days since May 29 of last year and usage
is up substantially from about 25-30% of all orders in 2000 to about 35-40%
today.  This saves about five million pieces of paper per year.

     But our current systems are only a modest start as our goal is to make open
auction as technically efficient as the electronic platform - we want both to
offer "point and click" functionality to the customer.

     As you know, the open auction system generally provides tighter, deeper
markets for products that are more complicated than a one-month futures trade.
We want this liquidity pool to be as easily accessed as the pure electronic
match platform.

     In planning and implementing our technology investment in open auction, we
will be working closely with members to see that we are creating the best
possible system.  This gets back to the importance of communication and the
value of member input.

Promise 3.  Continue Our Currently Excellent Relationship with the CBOE.

     2001 was a great year for CBOT/CBOE relations.  We settled our differences
over the CBOT's exercise right and developed relationships that will allow the
two exchanges to work together in the future.

     As you know, David Vitale was a director at the CBOE before joining us as
our CEO.  Mark Duffy, the CBOE Vice Chairman recently reelected with over 73%
plurality, attends our Board meetings as a guest.  We have joined with the CBOE
and CME in our new single stock futures exchange, One Chicago.


     Each exchange has much to offer the other and our close relations will let
us capitalize on our joint strengths.  A formal merger has been talked about in
the past but such a step would involve a great deal of planning.  For the time
being, we can get many benefits from closer communication and by working
together in such areas as technology.

Promise 4.  Present a Restructuring Proposal that Will be Enthusiastically
            Endorsed by Members.

     Our restructuring strategy started over two years ago, with the goal of
modernizing our operations and creating a bright future for our enterprise.

     In 2001 we hired an excellent CEO, David Vitale and he has augmented our
fine staff with new hires like Bernie Dan and Bill Farrow.  Our members are
uniformly happy with our management group.

     Last year we worked with the CBOE to settle the exercise right in the
context of a restructured CBOT and our restructuring document set forth "core
rights" that strengthen member opportunity.

     Shortly we will be voting on the approval and adoption of agreements that
allow us to become a for profit Delaware corporation, ratify our settlement
agreement with the CBOE and modernize our governance, including the
reorganization of our electronic trading business.  This approval will lock in
core rights like the member fee preference and open auction pit support
provisions.

     My commitment to you is to fully inform you about this vote and see that
this proposal meets the needs of the membership.

     The restructure vote will keep us on the course we set in 2001 and codify
the positive changes we made last year.  We are committed to membership
opportunity and this you have seen in the core rights just mentioned, our new
pricing structure and the development of new products like swaps and the X-Fund
Contract.

     Our management team has a clear agenda that includes continued development
of new products, continued cost reduction (in 2001, about 10% of our employee
positions were eliminated), increased investing to electrify the floor, and in
general strengthening our business model.

     If you liked what happened in 2001, you can enthusiastically endorse this
next step in restructuring.  The same good management and member involvement
will continue.

     These are my goals and promises for this year.  I have not talked about the
goals of day-to-day management because, of course, that is the province of our
CEO and his excellent management team.  Needless to say, these goals include the
all out support for


recently introduced products like swaps and the e-mini Dow and the best possible
launch of the X-Fund product on February 1, as well as keeping our finances
sound.

     Now let me review the events of the last month.

1.   2001 Finances and 2002 Budget.

     In 2001 we did over 260 million contracts, about 1,035,000 contracts per
day.  This is our second highest volume year after 1998 when we did 281 million
contracts.  In year 2000, our volume was 233 million contracts.

     In November, we achieved a monthly record of 30 million contracts.  This
year's budget forecasts an annual volume of 245 million contracts, which would
be a daily average of about 965,000.  Given our recent volumes and the prospect
of continuing interest rate volatility, I believe the 2002 forecast is
realistic.

     Our average daily volume on the electronic platform for 2001 was about
210,000 contracts.  The electronic and open auction platforms are working well
together and most electronic volume comes from participants who use both
markets.  This has created a single deep pool of liquidity that is unmatched by
any of our competitors.

     If we meet our volume target and continue to keep our expenses under
control, we expect net income for 2002 to exceed net income for 2001.  Again,
let me remind you that our substantial non-cash depreciation expenses from our
real estate means that we had significant positive cash flows for earlier years
despite recording net income losses.

     In connection with that growth, we plan to make about $24 million in
technology related capital expenditures in 2002.  Such expenditures are required
for our future and they are also why we could not reduce member fees as we would
like.  Personally, I think member fees should be substantially reduced and in
some cases eliminated once the expenditures are made.  We have a three-year
investment program, however, before we get to that point.

     Finances at the member level: I am happy to say we are finally back over
the $400,000 level with our full memberships and that other membership
categories also are doing better.  We instituted percentage based leasing
calculations this month and I am hopeful that this will make for a better
leasing market.  Shortly we will follow through with our plan for a voluntary
lessor pool and lessors should talk to C. C. Odom, our excellent Lessor
Committee Chairman, for details on that program.

2.   Brokertec.

     I talked to you a little bit last month about a competitor for our
business, Brokertec.  They have been in business about a month and a half now
with little volume so far.  Activity has been driven primarily by the Brokertec-
designated market makers,


with little, if any, customer trade. Recently, their volume has been about 3,000
trades daily, a large portion being in block trades.

     Let me tell you why I believe our customers will continue to use our
markets.

     We have the deepest, most transparent liquidity pools in the world.  Our
customers meet on a fair and level playing field.  We serve our customers with
the best of the open auction process and an excellent, efficient electronic
platform that work together.  Trades are guaranteed by the AAA-rated Board of
Trade Clearing Corporation.

     I am skeptical that Brokertec will attract liquidity and, in particular,
that customers will want to see bond and note liquidity split between two
exchanges.

     We have superbly skilled, well-capitalized diverse liquidity providers
making deep, tight markets that offer the best of both open auction and
electronic platforms.  I can't believe that any competitor will be able to match
our cost efficient trade execution, specifically, the spread plus the
transaction fee, and that is the bottom line on cost.

     I believe this total cost of execution, i.e., the fees plus the spread,
will clearly be lower at the Chicago Board of Trade.  Our fees for large
financial users went down in our new pricing schedule; specifically, our member
fees for liquidity providers are the same as Brokertec's and for large users,
they are less than Brokertec's.

     As to the spreads, our judgment is that the large number and diversity of
CBOT market participants will create much narrower bid/offer spreads than will
develop on the Brokertec platform.  Consequently, customers will have a
significantly lower total cost of execution at our exchange.  Bernie Dan is
going to authorize a study of such execution costs.  Our customers are entitled
to have this information and we believe it will show the overwhelming value
provided by our markets.

     Brokertec spokesmen consider its block trading rules with its provision for
delayed reporting to be a plus for its exchange As you know, these rules allow
participants to make trades at above or below market prices and not to report
such trades to the market for up to 240 minutes (potentially the next trading
day) depending on the size and time of the trade. Indeed, most of the Brokertec
blocks so far have not been reported until 3:30 p.m. or after.

     I agree with CFTC Commissioner Erickson who said, "there is great
potential for [the Brokertec block trading] rule to negatively affect price
discovery." and that these rules would work to the "disadvantage of retail and
more modest commercial participants who will likely suffer." At the Board of
Trade we stand for transparency and immediate reporting of trades that are
competitively executed.


     One final word about the open, fair, transparent and level playing field
that we have at the CBOT: our market surveillance systems are unsurpassed.   We
have been in this business a long time.  We have an AAA guarantee on our trades.

     Under the direction of Dean Payton and Barb Lorenzen in our Office of
Investigations and Audits, our financial surveillance programs continuously
monitor the financial condition of member firms and their ability to comply with
their financial obligations to customers. The contract surveillance programs are
designed to ensure that prices are not distorted and that contracts expire in an
orderly manner. These programs, plus many others, all contribute to the CBOT's
international reputation as an institution with high integrity that protects its
markets from manipulation and its market participants from abusive practices.

     Anyone doubting the importance of these factors should consider the recent
collapse of Enron.  A few months ago, Enron's trading system was the largest of
its kind in the world, accounting for a quarter of all the natural gas and
electricity delivered in the U.S.  Today it is shut down and its guarantee is in
question.

     For these reasons, and with the three major factors - Integrity, Liquidity,
Flexibility - present in today's excellently managed Chicago Board of Trade, I
have no doubt that customers will continue to place their orders here.

3.   Dow Fees.

     Some members have asked me about fees for the Dow Product.

     We all want this product complex to succeed and that is why there has been
extensive dialogue for the past six months with the members of the Dow Pit on
this issue.  Supplemental Dow fees were approved by the Board of Directors in
December only after being discussed in advance with representatives of the Dow
Pit Committee, who understood and agreed with the rationale.

     The CBOT has certain financial commitments, such as a licensing fee, with
respect to the Dow complex and the supplemental fees will enable us to continue
our efforts to develop this complex as part of our expanded product mix.  The
Dow Pit Committee agreed with the logic that as this complex is largely
populated by IDEM membership interest holders who trade the contract and benefit
from it, those market participants should bear a certain level of responsibility
for the costs associated with supporting and growing the product.

     For the large traders who benefit the contract by providing depth and
liquidity, at the request of the pit, we capped the transaction fees at $50,000
per year (250,000 sides).  To pay for this cap, the $200 per month for IDEMs pit
trading the Dow at member rates was suggested and adopted.



     If we can continue to grow this contract, we can realistically hit levels
of 50,000 average daily volume (in fact, I believe the e-mini Dow is capable of
such volume levels itself), and these fees will largely go away.  As the e-mini
Nasdaq generally does over 150,000 average daily volume, I think this is an
achievable goal for the CBOT Dow complex, and I am committed to working with
Bernie Dan and his team to accomplish it.

     I want to emphasize:

     1.   The Dow Contract is unique at the CBOT in having substantial licensing
          fees that so far have been far in excess of revenue; and

     2.   We worked with the Dow Pit to develop a program to renew the contract,
          grow volume and, in the near term, pay for part of the licensing fees
          from pit participants.

     3.   The Dow contract has been renewed for five years.

     4.   If we can grow volume, we can eliminate these fees.

4.   Minority Member Suit.

     The pace of activity has picked up in this case and I believe some
decisions on the merits could come in early February.  No decisions on the
merits of the allocation have occurred so far.

     Some members have asked me whether we at the CBOT are doing all we can to
expedite a decision.  The answer is, "Yes."

     As you know, last January the first judge in the case believed that the
case belonged in CBOT arbitration.  When this ruling was overturned on appeal in
December, we offered impartial arbitration by outside arbitrators to the
plaintiffs.

     Our offer is this: each side picks one arbitrator, and they in turn pick a
third.  Plaintiffs are free to make any arguments they wish, as are the
defendants.  The panel then makes a decision.

     The plaintiffs' attorneys so far have not accepted our offer of
arbitration. We believe that the allocation process employed was fair and that
the allocation so determined will be upheld.  We believe that either the court
or an arbitration panel would so find, but we make the arbitration offer because
it could lead to a fast and final result.

     Finally, I want to make the point that we have taken many steps to show our
minority members that their interests have been protected and that we respect
their contribution to our CBOT enterprise.  Comparing year 2000 to today we are
unified on a vision that supports both open auction and electronic trading
platforms.  We plan to make



substantial investments next year in trading floor technology, our new pricing
schedule balances the two trading platforms, we have a non-expiring member fee
preference and open auction pit closure provisions in our restructuring
document, and we have secured trading access for the minority members in the
single stock futures joint venture.

     Most importantly, our vision of a CBOT providing the best of both open
auction and electronic match platforms preserves the trading rights and access
essential to minority members.  This is why they came to the Board of Trade and
our plan for the future helps that.

     Now let's hear from David Vitale and then discuss the CBOT in response to
your questions and comments.

While CBOT Holdings, Inc. (CBOT Holdings) has filed with the SEC a Registration
Statement on Form S-4, including a preliminary proxy statement and prospectus,
relating to the restructuring of the Board of Trade of the City of Chicago, Inc.
(CBOT), it has not yet become effective, which means it is not yet final.  CBOT
members are urged to read the final Registration Statement on Form S-4,
including the final proxy statement and prospectus, relating to the
restructuring of the CBOT referred to above, when it is finalized and
distributed to CBOT members, as well as other documents which CBOT Holdings or
the CBOT has filed or will file with the SEC, because they contain or will
contain important information for making an informed investment decision.  CBOT
members may obtain a free copy of the final prospectus, when it becomes
available, and other documents filed by CBOT Holdings or the CBOT at the SEC's
web site at www.sec.gov.  This communication shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of
securities in any state in which offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state.  No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as
amended.