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

                                    * * * *

The following are the prepared remarks of the Chairman of the CBOT given at a
meeting of CBOT members on April 24, 2002.


                   Remarks By Chairman Nickolas J. Neubauer
                        CBOT Member Information Meeting
                                April 24, 2002


     Thank you for attending today's information meeting, either in person or
via Membernet. Since our last meeting we have had an election and our first
Board meeting. Let me discuss those events, plus our finances, membership value
and restructuring issues, and the status of the AM's and other membership
interest holders' lawsuit against other members.

1.   March 28 Election

     I am very happy with our election results and I am looking forward to
     working with our new directors. The candidates spoke to the issues and I
     congratulate all of them, whether or not successful, for educating all of
     us on the issues before our exchange.

     I have talked to all the new directors and you can be assured that they
     will be hard workers on your behalf. Gary Sagui and Howard Feiler are
     especially interested in member opportunity issues, Jack Callahan in
     technology, Walt Weissman in being sure that our open auction and
     electronic trading platforms constitute a single pool of liquidity and C.
     C. Odom is interested in many issues, especially lessor issues.

     I plan to give special responsibilities to all those people in their areas
     of interest.

2.   First Board Meeting

     Our first Board meeting was very productive as we made important decisions
     on pricing and fees.

     We are waiving the Floor Technology/Floor Efficiency service charges for
     the 3rd and 4th quarters of 2002. As you know, our financial results remain
     strong and we will be considering further fee revisions at future Board
     meetings.

     Effective June 1, 2002, we are waiving the 20 cents per contract charge for
     individual and institutional members trading Dow Jones stock index
     products, either on open auction or electronic platforms. Effective October
     1, 2002, we are waiving the $200 per month fee for IDEM badge holders
     executing Dow Jones trades.

     You may remember we established these charges last year as a way to keep
     the Dow Jones products while seeing that its licensing fees were paid for
     in a fair way. Now that our marketing efforts are paying off, we can waive
     these fees.

     Effective May 1, 2002, we are changing the fee for open auction customer
     financial future products to 30 cents per side. Currently, this is the fee
     now paid by our high volume customers but for the remainder of this year,
     we are extending this fee to all our customers in these contracts.

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     We have had an excellent response to these fee reductions from our FCM's.
     Let me share one e-mail with you:

          "Realizing all of you at the CBOT are constantly besieged by we FCM's
          for fee reductions, I want to take this opportunity to thank you for
          the recent fee "adjustments". It's obvious the CBOT is recognizing
          their customers' business. Any effort taken to reduce our costs and
          increase efficiencies for our clients, and firm, in our present
          competitive environment, is much appreciated."

     We were happy to take these steps to reward our FCM's and customers for
     their business. Both open auction and electronic platforms are doing good
     volume. For the first quarter, customer orders in open auction were about
     27% of volume while on our electronic trading platform, about 19%. This is
     about the same as in 2001 and shows that customers are active participants
     on both.

     As you know, we currently plan to invest $24 million this year to further
     electrify our open auction platform, i.e., to make it as technically
     efficient as our electronic match platform. Over the last three years we
     invested about $100 million to bring the electronic platform to our
     customers and we are now finally seeing a return on that investment. It was
     a major purpose of our pricing study last year to see that we charge
     appropriately so that we continue to have the financial resources necessary
     to provide good customer service.

     During that same time period, we spent very little to improve our open
     auction processes. It is a tribute to the vitality of that platform and to
     our members that we could go so long without making such necessary
     investments. As a "thank you" to our customers while they await the new
     enhancements to come from our planned $24 million investment, our Board has
     extended the open auction customer exchange fee for financial futures to 30
     cents to all customers. This is the charge currently set only for high
     volume customers but as a thank you, we are extending this rate to all for
     the remainder of this calendar year.

     Our pricing strategy takes into account four variables - our two platforms,
     open auction and electronic, and two profit centers, member level and
     corporate level. Our challenge is to maximize profit considering all four
     together as part of one business plan that serves our customers with a
     single deep pool of liquidity.

3.   Finances

     Our first quarter 2002 financials will soon be released. I can tell you
     that our volume so far this year is averaging over 1,160,000 contracts per
     day, which is 20% higher than our budget forecast of 965,000. We continue
     to keep control of our expenses and that is why I can assure you that our
     finances are sound.

     Our seat prices and lease rates, another important part of finances, are
     not doing well.

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     Let me say first of all that I agree wholeheartedly with new Director Walt
     Weissman's post on Tradetalk, to the effect that we are not here to
     artificially inflate seat prices or lease rates but to create a sound
     business plan and grow member profits and corporate profits together. If we
     concentrate on that, membership value should increase.

     That being said, why have our seat prices and lease rates dropped? I can
     assure you that at the CBOT our finances are still excellent (over $50
     million in unrestricted cash balance at year-end 2001), and our business
     plan is sound (including $24 million in technology investments planned for
     this year). We have excellent management, and our markets, while not as
     good as they could be, are decent.

     In December 2000, our seat prices were $80,000 to $100,000 below the CBOE
     and about 700 of our seats were being used at our sister exchange. Today
     our memberships are about $80,000-$100,000 over the CBOE seat price, even
     though today about 630 of our memberships are used there.

     I have talked to the CBOE leadership and I know that the stock market
     slowdown has seriously impacted their membership value.  They are taking
     steps to improve the CBOE's competitiveness.  Obviously, this is important
     to us since their economic well being has an impact on our membership
     values.

     The CBOE has some major problems that thankfully we do not have: for
     example, internalization of orders by firms (i.e., crossing of orders such
     that CBOE members quote the market but don't get the trade).

     One of our members described the situation in a recent Tradetalk post:

          "I traded Cisco options on the CBOE for over 6 years. As a pit we
          always allowed [crossing] so we could keep the paper. It is an
          understatement to say this occurred `often the same day in the same
          pit'. It occurred all day long, every day ... That's why I left [the
          CBOE] and why their seats are [so low]."

     I would like to thank Leo Melamed for his excellent speech to the Federal
     Reserve Bank in Chicago. His remarks can be found in a February 26, 2002
     posting on Tradetalk and they should be required reading for all our
     members. He tells us we:

          " ... Must resist the temptation to serve solely immediate demands, we
          must be wary of what our competition wants us to become ... [our
          competitors] real motivation is to control their customers' order
          flow. They want to internalize their dealings, take the markets
          upstairs and exploit the profit from the bid/ask spreads.

          In doing so, they will no doubt make lots of money, but there will be
          at least two fundamental casualties in their wake. The first will be
          in the

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          transparency implicit in the exchange transaction process, one that is
          vital to the world and its regulators.

          Need we explain the inherent dangers in the loss of transparency in
          financial transactions? Need we revisit the causes of the Enron
          debacle?"

     Internalization takes the orders away from the openness and transparency of
     a regulated exchange. Consider Enron: according to news reports, its
     operations were so opaque it could construct a phony trading room that
     fooled visiting stock analysts. In December, 2000, it was able to create
     sham trades to "create the illusion of an active, volatile market"
     according to California state utility officials.

     In contrast, regulated public exchanges like ours continually welcome
     visitors and representatives from government to our trading floors. We are
     happy that our financial pits are regularly shown on CNBC and other
     television networks.

     Let us be clear that becoming a low cost utility where orders can be
     crossed or internalized is bad both for us and our customers. You can be
     sure that our Board of Directors is well aware of these issues and I am
     happy that they were discussed in our recent election. We are here to serve
     the customer with open transparent markets on a level playing field. Our
     duty to our customers and the market is to see that our exchange continues
     to stand for the principles of Integrity, Liquidity and Flexibility.

4.   Membership Value

     During the late 1990's, CBOE trading opportunities were a source of value
     in our seats and over 700 of our memberships were employed there. With the
     stock market slow down affecting the CBOE, the main thing for us to do is
     to continue to execute our business plan. Let me discuss two important
     parts that are especially important to membership value.

     The first is the continued development of new products like Swaps, e-mini
     Dow, and X-Funds.

     The Swaps pit has improved greatly with the addition of a large market
     maker under our market maker program. The open interest is now over 24,000
     contracts. My goal is to see this become a substantial open auction pit.

     Bernie Dan has made agreements with market makers to develop trade in an e-
     mini Dow, with a $5 multiplier. The e-mini S&P and Nasdaq do at least
     150,000 contracts daily and sometimes over 250,000 each, and, most
     recently, the e-mini S&P did over 400,000. If we can achieve decent volume
     numbers in our e-mini Dow contract, this will greatly benefit the exchange
     and the Dow complex especially.

     As to X-Funds, these are products with great potential but so far volume
     has been low. I feel that Bernie and his business development team can grow
     these products and take full advantage of their potential.

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     My point is this: we need new products to enhance member opportunity. If
     CBOT seats at the CBOE come back, this is one way to absorb them without
     depressing overall member value.

     I feel that in Bernie and his business team we are finally out of the mode
     of putting up products that were poorly conceived and then watching them do
     nothing over a period of years. We all know what our goals are for new
     products - 2002 should see some success here.

     A second essential part of our plan is making important technology
     investments, i.e., electrifying open auction. Once again, the goals should
     be clearly understood.

     We want to make the open auction platform as technically efficient as we
     can. We want to provide the same quick fills as the electronic platform. By
     offering "point and click" functionality in both platforms, we can offer
     the customer a true choice as to how they want their orders filled.

     The membership is unified in wanting the two platforms to work together in
     providing a single deep pool of liquidity. Customers want efficient in and
     out processing of orders; this does not require an electronic match of
     orders at the market making decision point. The decision point can have all
     the benefits of open auction (transparency, more information, etc.) and
     have fast, in and out processing of orders.

     In addition, handhelds and real time trade matching could eliminate
     outtrades. Technology can make brokers and traders more efficient and save
     money and time.

     With Bill Farrow's leadership there is no reason this plan cannot be
     carried out. We are applying essentially "off the shelf" technology, with
     some modification, to our needs. So this is a second part of our business
     plan to enhance membership value.

     I wish I had "home run" type ideas that would cause an upward spike in
     membership value. Instead, we must continue on our path of sound management
     with "singles and doubles" and even some "triples" that focus on creating
     member opportunity. This approach was doing well until the recent drop in
     CBOE values and I believe it will lead to further success in the future.

     Our business plan is to maximize the profits of the CBOT enterprise. We
     have two platforms - open auction and electronic match - and two profit
     centers - member level and corporate level. Our challenge is to formulate a
     plan that maximizes profits considering all four variables and to do this
     by giving our customers the best possible service.

     Member profits are probably now about 5/6th of the total profits of our
     enterprise and these include member trading profits and brokerage. We must
     continually look for ways that we can enhance a member's ability to be
     profitable.

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     The other part of our strategy is corporate profits, e.g., fee collection,
     and here we will succeed if we provide great value to our customers.

     As a fee collector with only an electronic platform, we are vulnerable to
     competition. We don't want to become a low cost utility collecting very
     little.

     That is an important reason why open auction is a critical component of our
     business. With both platforms favoring a single deep pool of liquidity, it
     reduces our vulnerability to cost competition from pure electronic match
     platforms and it preserves a market that has open transparency with no
     prearrangement necessary for liquidity.

5.   Restructuring Plan

     In January I promised you a restructuring plan that you, our members, would
     enthusiastically endorse. Since then your Board members and I have been
     listening carefully to your concerns and making modifications to that plan.

     Let's start with some first principles and a little history. Our first
     restructuring plans in 2000 caused substantial turmoil both with our
     membership and that of the CBOE. Since then we have set forth a vision upon
     which our membership is unified.

     We have excellent leadership in David Vitale, our CEO, and our executive
     management group who are executing our business plan. We have a fine group
     of directors to monitor our progress. As I discussed, our finances are now
     sound.

     To continue the good management you have seen, to codify the positive
     changes that have taken place and, very importantly in my mind, when we are
     able, to allow distributions to members of the money our enterprise can
     make at the corporate level, the CBOT needs to be for-profit.

     Since January, 2001, substantial changes have been made to the original
     plan. These changes include:

          *  Maintaining a directly elected Chairman;

          *  Requiring that 5 Directors (not counting the Chairman) must be
             members of the 9 Directors elected annually;

          *  Including core rights provisions on member fee preference and open
             auction pit support;

          *  Stapling the A and B shares together, i.e., the common stock of the
             holding company will be stapled to the Class B trading memberships
             of the exchange subsidiary until the Board decides it is time to
             unstaple (we believe that this ensures against dilution or loss of
             control

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             until the Boards decide whether stock sales to non-members are
             desirable an on what terms).

          *  Incorporating the CBOT/CBOE settlement which is null and void
             unless we approve the restructuring proposal.

     Let me discuss two further modifications. First, we are going to cut to 2
     million the number of authorized shares in excess of those to be issued,
     i.e., the number of shares to be issued will be about 39 1/2 million while
     the total number of authorized shares will be about 41 1/2 million.

     Many members were concerned about potential dilution or loss of control
     should we start with, say, 100 million authorized shares with only 39 1/2
     million issued to members. Although it is customary for corporations to
     start out with substantially more authorized shares than are originally
     issued, and even though any further stock issuance would require Board
     approval, we feel it is better to listen to our members' concerns and start
     with roughly similar amounts of issued and authorized shares.

     To increase the number of authorized shares over the initial amount would
     require a majority shareholder vote, as this would be a change in the
     Certificate of Incorporation. The two million extra shares are there for
     some flexibility and their issuance, of course, would require Board
     approvals.

     Second, the Board will adopt rules to ensure that post restructuring
     elections will be similar to those now. As Gary Sagui, one of our newly
     elected directors, said, we must be sure that candidates can run for a
     modest amount of money and that future elections are open to petition
     candidates. It was always our intent to have such rules but we are going to
     make clear to you, our members, that this is so.

6.   AM's and other Membership Interest Categories Lawsuit

     As you know, this lawsuit was initiated in August, 2000 against other
     members by a group of AM's, GM's, COM's and IDEM's concerned about the
     allocation of corporate equity proposed in the original restructuring plan.
     The course of events since proves once again that litigation is wasteful,
     time consuming and expensive.

     Have I as Chairman made efforts to resolve this suit? Yes.

     Since January of 2001, we have wanted the suit to be resolved quickly and
     expeditiously by an arbitration panel.

     Let me quote from my January, 2002 Member Information Meeting just so
     everyone is clear on the arbitration issue in this lawsuit against other
     members:

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

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          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.

          So far the plaintiffs have rejected this offer in favor of court
          proceedings. 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 associate members and other membership interest holders 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 will 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 junior members in the single
          stock futures joint venture."

     The plaintiffs' attorneys preferred to keep this case in Illinois courts
     and essentially said so to Judge Durkin in January, 2001. They only would
     accept arbitration if the arbitration panel was essentially a new, start
     from scratch allocation panel. In short, the fact that the CBOT had
     followed the process used by corporations generally in matters of this
     type, i.e., have outsiders look at this and make a decision, would be
     scrapped and we would start over.

     Most recently, with the concurrence of the Executive Committee and with the
     input of prominent associate and other interest members, I proposed a fair
     resolution that was not taken. However, the fair resolution that was
     proposed and rejected had to satisfy the plaintiffs' committee, composed of
     AM's, GM's, COM's and IDEM's, as well as the plaintiffs' attorneys, as well
     as our Full members.

     It reminds me of the motorist lost in a rural area who asks a farmer for
     directions. The farmer scratched his head and said, "There's no way to get
     there from here."

     That seems to apply to this case and it would be funny if it were not sad.
     Most members, full, associate and other membership interest categories,
     wish this were over and want to move on with a vote on restructuring.

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Consequently, the lawsuit goes on. The judge now in the case has stated he will
proceed expeditiously and we hope that happens. We believe that recent decisions
in this case have been favorable to the CBOT's position and we will be giving
you an update soon.

Now let's hear from our CEO, David Vitale.

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 1988, as
amended.

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