SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                             September 25, 2001
              Date of report (Date of earliest event reported)


                      CHICAGO MERCANTILE EXCHANGE INC.
                   -------------------------------------
             (Exact Name of Registrant as Specified in Charter)


        Delaware                    000-32645                 36-4340266
       ----------                   ----------              ---------------
(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

                                    N/A
            ---------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)



ITEM 5.  Other Events.


         On September 25, 2001, the Board of Directors of Chicago
Mercantile Exchange Inc., a Delaware corporation (the "Registrant")
approved and adopted the Amendment, dated as of September 25, 2001 (the
"Amendment), to that certain Rights Agreement, dated as of March 7, 2001
(the "Agreement"), between the Registrant and Mellon Investor Services LLC
("Rights Agent") as Rights Agent. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the
Agreement.

         As more fully set forth in the Amendment, the Amendment provides
that the Rights issued under the Rights Agreement shall not distribute or
become exercisable as a result of the execution of the Agreement and Plan
of Merger by and among the Registrant, Chicago Mercantile Exchange Holdings
Inc. and CME Merger Subsidiary Inc. or the consummation of the Merger
related thereto.

         The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment,
which is attached hereto as Exhibit 4.1 and incorporated herein by
reference.

Item 7.    Exhibits.

         (c)      Exhibits.

                  Exhibit
                  Number            Description
                  -----------       ---------------

                    4.1            Amendment to Rights Agreement, dated as
                                   of September 25, 2001, between Chicago
                                   Mercantile Exchange Inc. and Mellon
                                   Investor Services LLC as Rights Agent.





                                 SIGNATURES

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



                                     CHICAGO MERCANTILE EXCHANGE INC.

                                     Registrant



Date:  October 30, 2001              By: C.S. Donohue
                                         ------------------------------------
                                         Craig Donohue
                                         Managing Director and Chief
                                         Administrative Officer





                               EXHIBIT INDEX


Exhibit
Number            Description
-----------       ------------

4.1               Amendment to Rights Agreement, dated as of September 25,
                  2001, between Chicago Mercantile Exchange Inc. and Mellon
                  Investor Services LLC as Rights Agent.




                                EXHIBIT 4.1

                       AMENDMENT TO RIGHTS AGREEMENT

                  This Amendment to Rights Agreement (the "Amendment"),
dated as of September 25, 2001, is entered into by and between Chicago
Mercantile Exchange Inc., a Delaware corporation (the "Company"), and
Mellon Investor Services LLC, as Rights Agent (the "Rights Agent").

                  WHEREAS, the Company and the Rights Agent have entered
into a Rights Agreement, dated as of March 7, 2001 (the "Agreement");

                  WHEREAS, the Company wishes to amend the Agreement; and

                  WHEREAS, pursuant to Section 27 of the Agreement, the
Company may from time to time supplement or amend the Agreement in
accordance with the provisions of Section 27 thereof.

                  NOW, THEREFORE, the Company and the Rights Agent hereby
amend the Agreement as follows:

                  1. Paragraph (a) of Section 1 of the Agreement is hereby
amended by adding the following as subsection (vi) to the end of the first
sentence of such paragraph (a):

                  (vi) Chicago Mercantile Exchange Holdings Inc., a
         Delaware corporation, nor any of its Affiliates or Associates
         (collectively, "CME Holdings") including as a result of the
         execution of that certain Agreement and Plan of Merger by and
         among the Company, CME Holdings and CME Merger Subsidiary Inc.,
         dated as of October 1, 2001 (as the same may be amended from time
         to time, the "Merger Agreement"), or the consummation of the
         transactions contemplated thereby in accordance with the terms
         thereof.

                  2. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such
State.

                  3. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed
an original, and all such counterparts shall together constitute but one
and the same instrument.

                  4. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements
contained in the Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the day and year
first above written.


Attest:                                    CHICAGO MERCANTILE EXCHANGE INC.



By:   /s/ Ann M. Cresce                    By:   /s/ C.S. Donohue
   -----------------------------------        ---------------------------------
Name:    Ann M. Cresce                     Name:  Craig S. Donohue
Title:   Corporate Secretary               Title: Managing Director and
                                                  Chief Administrative Officer


Attest:                                           MELLON INVESTOR SERVICES LLC



By:   /s/ Susan R. Hogan                   By:   /s/ Patricia Trevino
   -----------------------------------        ---------------------------------
Name:    Susan R. Hogan                    Name:  Patricia Trevino
Title:   Vice President                    Title: Vice President
[{"type": "8-K", "sequence": "1", "filename": "s2824193.txt", "secsgml_size_bytes": 7523}]
{"company-data": {"conformed-name": "CHICAGO MERCANTILE EXCHANGE INC", "cik": "0001103945", "assigned-sic": "6200", "irs-number": "364340266", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-95561", "film-number": "1793112"}, "business-address": {"street1": "30 S. WACKER DR", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3129301000"}, "mail-address": {"street1": "30 S. WACKER DR", "city": "CHICAGO", "state": "IL", "zip": "60606"}}
SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                             September 25, 2001
              Date of report (Date of earliest event reported)

                      CHICAGO MERCANTILE EXCHANGE INC.
                   -------------------------------------
             (Exact Name of Registrant as Specified in Charter)

        Delaware                    000-32645                 36-4340266
       ----------                   ----------              ---------------
(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

                                    N/A
            ---------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)

ITEM 5.  Other Events.

         On September 25, 2001, the Board of Directors of Chicago
Mercantile Exchange Inc., a Delaware corporation (the "Registrant")
approved and adopted the Amendment, dated as of September 25, 2001 (the
"Amendment), to that certain Rights Agreement, dated as of March 7, 2001
(the "Agreement"), between the Registrant and Mellon Investor Services LLC
("Rights Agent") as Rights Agent. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the
Agreement.

         As more fully set forth in the Amendment, the Amendment provides
that the Rights issued under the Rights Agreement shall not distribute or
become exercisable as a result of the execution of the Agreement and Plan
of Merger by and among the Registrant, Chicago Mercantile Exchange Holdings
Inc. and CME Merger Subsidiary Inc. or the consummation of the Merger
related thereto.

         The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment,
which is attached hereto as Exhibit 4.1 and incorporated herein by
reference.

Item 7.    Exhibits.

         (c)      Exhibits.

                  Exhibit
                  Number            Description
                  -----------       ---------------

                    4.1            Amendment to Rights Agreement, dated as
                                   of September 25, 2001, between Chicago
                                   Mercantile Exchange Inc. and Mellon
                                   Investor Services LLC as Rights Agent.

                                 SIGNATURES

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

                                     CHICAGO MERCANTILE EXCHANGE INC.

                                     Registrant

Date:  October 30, 2001              By: C.S. Donohue
                                         ------------------------------------
                                         Craig Donohue
                                         Managing Director and Chief
                                         Administrative Officer

                               EXHIBIT INDEX

Exhibit
Number            Description
-----------       ------------

4.1               Amendment to Rights Agreement, dated as of September 25,
                  2001, between Chicago Mercantile Exchange Inc. and Mellon
                  Investor Services LLC as Rights Agent.

                                EXHIBIT 4.1

                       AMENDMENT TO RIGHTS AGREEMENT

                  This Amendment to Rights Agreement (the "Amendment"),
dated as of September 25, 2001, is entered into by and between Chicago
Mercantile Exchange Inc., a Delaware corporation (the "Company"), and
Mellon Investor Services LLC, as Rights Agent (the "Rights Agent").

                  WHEREAS, the Company and the Rights Agent have entered
into a Rights Agreement, dated as of March 7, 2001 (the "Agreement");

                  WHEREAS, the Company wishes to amend the Agreement; and

                  WHEREAS, pursuant to Section 27 of the Agreement, the
Company may from time to time supplement or amend the Agreement in
accordance with the provisions of Section 27 thereof.

                  NOW, THEREFORE, the Company and the Rights Agent hereby
amend the Agreement as follows:

                  1. Paragraph (a) of Section 1 of the Agreement is hereby
amended by adding the following as subsection (vi) to the end of the first
sentence of such paragraph (a):

                  (vi) Chicago Mercantile Exchange Holdings Inc., a
         Delaware corporation, nor any of its Affiliates or Associates
         (collectively, "CME Holdings") including as a result of the
         execution of that certain Agreement and Plan of Merger by and
         among the Company, CME Holdings and CME Merger Subsidiary Inc.,
         dated as of October 1, 2001 (as the same may be amended from time
         to time, the "Merger Agreement"), or the consummation of the
         transactions contemplated thereby in accordance with the terms
         thereof.

                  2. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such
State.

                  3. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed
an original, and all such counterparts shall together constitute but one
and the same instrument.

                  4. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements
contained in the Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the day and year
first above written.

Attest:                                    CHICAGO MERCANTILE EXCHANGE INC.

By:   /s/ Ann M. Cresce                    By:   /s/ C.S. Donohue
   -----------------------------------        ---------------------------------
Name:    Ann M. Cresce                     Name:  Craig S. Donohue
Title:   Corporate Secretary               Title: Managing Director and
                                                  Chief Administrative Officer

Attest:                                           MELLON INVESTOR SERVICES LLC

By:   /s/ Susan R. Hogan                   By:   /s/ Patricia Trevino
   -----------------------------------        ---------------------------------
Name:    Susan R. Hogan                    Name:  Patricia Trevino
Title:   Vice President                    Title: Vice President