<PAGE>

                                                      Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         -------------------------------

                        CHICAGO MERCANTILE EXCHANGE INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                        36-4340266
     (State or other jurisdiction                          (I.R.S. Employer
   of incorporation or organization)                      Identification No.)

        30 SOUTH WACKER DRIVE
          CHICAGO, ILLINOIS                                     60606
(Address of principal executive offices)                      (Zip Code)

                 CHICAGO MERCANTILE EXCHANGE OMNIBUS STOCK PLAN
                            (Full title of the plan)

                                CRAIG S. DONOHUE
                                MANAGING DIRECTOR
                        AND CHIEF ADMINISTRATIVE OFFICER
                        CHICAGO MERCANTILE EXCHANGE INC.
                             30 SOUTH WACKER STREET
                             CHICAGO, ILLINOIS 60606
                                 (312) 930-1000
           (Name, address, and telephone number, including area code,
                              of agent for service)
                                    COPY TO:
                                RICHARD W. ASTLE
                           SIDLEY AUSTIN BROWN & WOOD
                    BANK ONE PLAZA - 10 SOUTH DEARBORN STREET
                             CHICAGO, ILLINOIS 60603
                                 (312) 853-7000

                         -------------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
 Title of Securities to      Amount to be           Proposed Maximum            Proposed Maximum             Amount of
     be Registered            Registered        Offering Price Per Share     Aggregate Offering Price    Registration Fee
---------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                   <C>                          <C>                         <C>
Class A Common Stock,
$.01 par value            2,600,000 shares      $6.39 (1)                    $16,614,000 (1)             $4,153.50
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rule 457(h)(1) under the Securities Act of 1933, based upon the
     book value per share of the Class A Common Stock as of March 31, 2001
     (there being no market for the Class A Common Stock at present).
--------------------------------------------------------------------------------

<PAGE>

                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents heretofore filed with the Securities
and Exchange Commission are incorporated herein by reference:

                  (a) Registrant's Annual Report on Form 10-K for
          the year ended December 31, 2000 (File No. 333-95561).

                  (b) Registrant's  Current Report on Form 8-K/A dated November
          13, 2000, filed January 26, 2001, and Current Report on Form 8-K
          dated March 7, 2001, filed April 26, 2001 (File No. 333-95561).

                  (c) Registrant's Registration Statement on Form 10 filed April
          30, 2001 (File No. 000-32645).

                  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the respective dates of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  A description of the Registrant's capital stock (including
dividend, voting and liquidation rights, transfer restrictions and anti-takeover
provisions of the Registrant's charter and by-laws) appears under Item 11,
"Description of Registrant's Securities to be Registered," in the Registrant's
registration statement on Form 10 (Registration No. 000-32645), which
description is incorporated herein by this reference.

                  A description of the process used to select, nominate and
elect the Registrant's board of directors appears under the subheading "Election
of Board of Directors" under the heading "DEMUTUALIZATION PROPOSAL" in the
prospectus filed as part of the Registrant's registration statement on Form S-4
(Registration No. 333-95561), which description is incorporated herein by this
reference.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

                                       2

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law provides
that the Registrant may, and in some circumstances must, indemnify the directors
and officers of the Registrant against liabilities and expenses incurred by such
person by reason of the fact that such person was serving in such capacity,
subject to certain limitations and conditions set forth in the statute. The
Registrant's amended and restated certificate of incorporation and by-laws
provide that the Registrant will indemnify its directors and officers, and may
indemnify any person serving as director or officer of another business entity
at the Registrant's request, to the extent permitted by the statute. In
addition, the Registrant's amended and restated certificate of incorporation
provides, as permitted by the Delaware General Corporation Law, that directors
shall not be personally liable for monetary damages for breach of fiduciary duty
as a director, except (i) for breaches of their duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, and (iv) for transactions
from which a director derived an improper personal benefit.

                  The Registrant maintains a directors and officers liability
insurance policy which indemnifies the Registrant's directors and officers
against loss arising from claims by reason of their legal liability for acts as
such directors or officers, subject to limitations and conditions as set forth
in the policy.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  The exhibits accompanying this Registration Statement are
listed on the accompanying Exhibit Index.

ITEM 9.  UNDERTAKINGS.

                  (a)  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Securities and Exchange Commission pursuant
          to Rule 424(b) if, in the

                                       3

<PAGE>

          aggregate, the changes in volume and price represent no more than a 20
          percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement; and

                  (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

                  (2) That, for purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                       4

<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on this 7th day of
February, 2001.

                                       CHICAGO MERCANTILE EXCHANGE INC.

                                       By: /s/ James J. McNulty
                                           -------------------------------------
                                           James J. McNulty
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 7th day of February, 2001.

<TABLE>
<CAPTION>
                  Signature                          Title
                  ---------                          -----
<S>                                          <C>


/s/ Scott Gordon                             Chairman of the Board and Director
------------------------------------
Scott Gordon


/s/ James J. McNulty                         President and Chief Executive Officer
------------------------------------         (Chief Executive Officer)
James J. McNulty


/s/ David G. Gomach                          Senior Vice President and Chief Financial Officer
------------------------------------         (Principal Financial Officer)
David G. Gomach


/s/ Nancy Goble                              Vice President and Controller
------------------------------------         (Principal Accounting Officer)
Nancy Goble

/s/ H. Jack Bouroudjian                      Director
------------------------------------
H. Jack Bouroudjian

/s/ Timothy R. Brennan                       Director
------------------------------------
Timothy R. Brennan

/s/ Leslie Henner Burns                      Director
------------------------------------
Leslie Henner Burns

/s/ Jeffrey R. Carter                        Director
------------------------------------
Jeffrey R. Carter

/s/ Terrence A. Duffy                        Director
------------------------------------
Terrence A. Duffy

/s/ Martin J. Gepsman                        Director
------------------------------------
Martin J. Gepsman


                                       5
<PAGE>

/s/ Yra G. Harris                            Director
------------------------------------
Yra G. Harris

/s/ Robert L. Haworth                        Director
------------------------------------
Robert L. Haworth

/s/ Bruce F. Johnson                         Director
------------------------------------
Bruce F. Johnson

/s/ Gary M. Katler                           Director
------------------------------------
Gary M. Katler

/s/ Paul Kimball                             Director
------------------------------------
Paul Kimball

                                             Director
------------------------------------
John W. Lacey

/s/ Patrick B. Lynch                         Director
------------------------------------
Patrick B. Lynch

/s/ Leo Melamed                              Director
------------------------------------
Leo Melamed

/s/ William P. Miller II                     Director
------------------------------------
William P. Miller II

/s/ Laurence E. Mollner                      Director
------------------------------------
Laurence E. Mollner

/s/ Patrick J. Mulchrone                     Director
------------------------------------
Patrick J. Mulchrone

/s/ John D. Newhouse                         Director
------------------------------------
John D. Newhouse

/s/ James E. Oliff                           Director
------------------------------------
James E. Oliff

/s/ Mark G. Papadopoulos                     Director
------------------------------------
Mark G. Papadopoulos

/s/ Ward Parkinson                           Director
------------------------------------
Ward Parkinson

/s/ Robert J. Prosi                          Director
------------------------------------
Robert J. Prosi

/s/ David M. Pryde                           Director
------------------------------------
David M. Pryde


                                       6

<PAGE>

/s/ Irwin Rosen                              Director
------------------------------------
Irwin Rosen

/s/ William G. Salatich, Jr.                 Director
------------------------------------
William G. Salatich, Jr.

/s/ John F. Sandner                          Director
------------------------------------
John F. Sandner

                                             Director
------------------------------------
Myron S. Scholes

/s/ Verne O. Sedlacek                        Director
------------------------------------
Verne O. Sedlacek

/s/ Leon C. Shender                          Director
------------------------------------
Leon C. Shender

/s/ William R. Shepard                       Director
------------------------------------
William R. Shepard

/s/ Howard J. Siegel                         Director
------------------------------------
Howard J. Siegel

/s/ David I. Silverman                       Director
------------------------------------
David I. Silverman

/s/ Jeffrey L. Silverman                     Director
------------------------------------
Jeffrey L. Silverman

                                            Director
------------------------------------
Paul Simon
</TABLE>


                                       7
<PAGE>

                   INDEX TO EXHIBITS TO REGISTRATION STATEMENT

<TABLE>
<CAPTION>
Exhibit
Number                             Description of Document
-------                            -----------------------
<S>                  <C>

4.1                  Restated Certificate of Incorporation of the Registrant
                     (File No. 333-95561, Form 8-K dated March 7, 2001, filed
                     April 26, 2001, Exhibit 3.1, which is incorporated herein
                     by this reference).

4.2                  By-Laws of the Registrant (File No. 333-95561,  Form 8-K
                     dated November 13, 2000, filed November 27, 2000, Exhibit
                     3.2, which is incorporated herein by this reference).

4.3                  Chicago Mercantile Exchange Inc. Omnibus Stock Plan ((File
                     No. 333-95561, Form S-4 Registration Statement, Exhibit
                     10.1, which is incorporated herein by this reference).

5.1*                 Opinion of Sidley Austin Brown & Wood.

23.1                 Consent of Sidley Austin Brown & Wood (included in Exhibit
                     5.1 above).

23.2*                Consent of Arthur Andersen LLP.
</TABLE>



--------------------
*Filed herewith.



                                       8
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{"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": "S-8", "act": "33", "file-number": "333-60266", "film-number": "1623041"}, "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"}}
Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         -------------------------------

                        CHICAGO MERCANTILE EXCHANGE INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                        36-4340266
     (State or other jurisdiction                          (I.R.S. Employer
   of incorporation or organization)                      Identification No.)

        30 SOUTH WACKER DRIVE
          CHICAGO, ILLINOIS                                     60606
(Address of principal executive offices)                      (Zip Code)

                 CHICAGO MERCANTILE EXCHANGE OMNIBUS STOCK PLAN
                            (Full title of the plan)

                                CRAIG S. DONOHUE
                                MANAGING DIRECTOR
                        AND CHIEF ADMINISTRATIVE OFFICER
                        CHICAGO MERCANTILE EXCHANGE INC.
                             30 SOUTH WACKER STREET
                             CHICAGO, ILLINOIS 60606
                                 (312) 930-1000
           (Name, address, and telephone number, including area code,
                              of agent for service)
                                    COPY TO:
                                RICHARD W. ASTLE
                           SIDLEY AUSTIN BROWN & WOOD
                    BANK ONE PLAZA - 10 SOUTH DEARBORN STREET
                             CHICAGO, ILLINOIS 60603
                                 (312) 853-7000

                         -------------------------------

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
 Title of Securities to      Amount to be           Proposed Maximum            Proposed Maximum             Amount of
     be Registered            Registered        Offering Price Per Share     Aggregate Offering Price    Registration Fee
---------------------------------------------------------------------------------------------------------------------------
Class A Common Stock,
$.01 par value            2,600,000 shares      $6.39 (1)                    $16,614,000 (1)             $4,153.50
---------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rule 457(h)(1) under the Securities Act of 1933, based upon the
     book value per share of the Class A Common Stock as of March 31, 2001
     (there being no market for the Class A Common Stock at present).
--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents heretofore filed with the Securities
and Exchange Commission are incorporated herein by reference:

                  (a) Registrant's Annual Report on Form 10-K for
          the year ended December 31, 2000 (File No. 333-95561).

                  (b) Registrant's  Current Report on Form 8-K/A dated November
          13, 2000, filed January 26, 2001, and Current Report on Form 8-K
          dated March 7, 2001, filed April 26, 2001 (File No. 333-95561).

                  (c) Registrant's Registration Statement on Form 10 filed April
          30, 2001 (File No. 000-32645).

                  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the respective dates of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  A description of the Registrant's capital stock (including
dividend, voting and liquidation rights, transfer restrictions and anti-takeover
provisions of the Registrant's charter and by-laws) appears under Item 11,
"Description of Registrant's Securities to be Registered," in the Registrant's
registration statement on Form 10 (Registration No. 000-32645), which
description is incorporated herein by this reference.

                  A description of the process used to select, nominate and
elect the Registrant's board of directors appears under the subheading "Election
of Board of Directors" under the heading "DEMUTUALIZATION PROPOSAL" in the
prospectus filed as part of the Registrant's registration statement on Form S-4
(Registration No. 333-95561), which description is incorporated herein by this
reference.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law provides
that the Registrant may, and in some circumstances must, indemnify the directors
and officers of the Registrant against liabilities and expenses incurred by such
person by reason of the fact that such person was serving in such capacity,
subject to certain limitations and conditions set forth in the statute. The
Registrant's amended and restated certificate of incorporation and by-laws
provide that the Registrant will indemnify its directors and officers, and may
indemnify any person serving as director or officer of another business entity
at the Registrant's request, to the extent permitted by the statute. In
addition, the Registrant's amended and restated certificate of incorporation
provides, as permitted by the Delaware General Corporation Law, that directors
shall not be personally liable for monetary damages for breach of fiduciary duty
as a director, except (i) for breaches of their duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, and (iv) for transactions
from which a director derived an improper personal benefit.

                  The Registrant maintains a directors and officers liability
insurance policy which indemnifies the Registrant's directors and officers
against loss arising from claims by reason of their legal liability for acts as
such directors or officers, subject to limitations and conditions as set forth
in the policy.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  The exhibits accompanying this Registration Statement are
listed on the accompanying Exhibit Index.

ITEM 9.  UNDERTAKINGS.

                  (a)  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Securities and Exchange Commission pursuant
          to Rule 424(b) if, in the

                                       3
aggregate, the changes in volume and price represent no more than a 20
          percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement; and

                  (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

                  (2) That, for purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                       4
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on this 7th day of
February, 2001.

                                       CHICAGO MERCANTILE EXCHANGE INC.

                                       By: /s/ James J. McNulty
                                           -------------------------------------
                                           James J. McNulty
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 7th day of February, 2001.
Signature                          Title
                  ---------                          -----
/s/ Scott Gordon                             Chairman of the Board and Director
------------------------------------
Scott Gordon

/s/ James J. McNulty                         President and Chief Executive Officer
------------------------------------         (Chief Executive Officer)
James J. McNulty

/s/ David G. Gomach                          Senior Vice President and Chief Financial Officer
------------------------------------         (Principal Financial Officer)
David G. Gomach

/s/ Nancy Goble                              Vice President and Controller
------------------------------------         (Principal Accounting Officer)
Nancy Goble

/s/ H. Jack Bouroudjian                      Director
------------------------------------
H. Jack Bouroudjian

/s/ Timothy R. Brennan                       Director
------------------------------------
Timothy R. Brennan

/s/ Leslie Henner Burns                      Director
------------------------------------
Leslie Henner Burns

/s/ Jeffrey R. Carter                        Director
------------------------------------
Jeffrey R. Carter

/s/ Terrence A. Duffy                        Director
------------------------------------
Terrence A. Duffy

/s/ Martin J. Gepsman                        Director
------------------------------------
Martin J. Gepsman

                                       5
/s/ Yra G. Harris                            Director
------------------------------------
Yra G. Harris

/s/ Robert L. Haworth                        Director
------------------------------------
Robert L. Haworth

/s/ Bruce F. Johnson                         Director
------------------------------------
Bruce F. Johnson

/s/ Gary M. Katler                           Director
------------------------------------
Gary M. Katler

/s/ Paul Kimball                             Director
------------------------------------
Paul Kimball

                                             Director
------------------------------------
John W. Lacey

/s/ Patrick B. Lynch                         Director
------------------------------------
Patrick B. Lynch

/s/ Leo Melamed                              Director
------------------------------------
Leo Melamed

/s/ William P. Miller II                     Director
------------------------------------
William P. Miller II

/s/ Laurence E. Mollner                      Director
------------------------------------
Laurence E. Mollner

/s/ Patrick J. Mulchrone                     Director
------------------------------------
Patrick J. Mulchrone

/s/ John D. Newhouse                         Director
------------------------------------
John D. Newhouse

/s/ James E. Oliff                           Director
------------------------------------
James E. Oliff

/s/ Mark G. Papadopoulos                     Director
------------------------------------
Mark G. Papadopoulos

/s/ Ward Parkinson                           Director
------------------------------------
Ward Parkinson

/s/ Robert J. Prosi                          Director
------------------------------------
Robert J. Prosi

/s/ David M. Pryde                           Director
------------------------------------
David M. Pryde

                                       6
/s/ Irwin Rosen                              Director
------------------------------------
Irwin Rosen

/s/ William G. Salatich, Jr.                 Director
------------------------------------
William G. Salatich, Jr.

/s/ John F. Sandner                          Director
------------------------------------
John F. Sandner

                                             Director
------------------------------------
Myron S. Scholes

/s/ Verne O. Sedlacek                        Director
------------------------------------
Verne O. Sedlacek

/s/ Leon C. Shender                          Director
------------------------------------
Leon C. Shender

/s/ William R. Shepard                       Director
------------------------------------
William R. Shepard

/s/ Howard J. Siegel                         Director
------------------------------------
Howard J. Siegel

/s/ David I. Silverman                       Director
------------------------------------
David I. Silverman

/s/ Jeffrey L. Silverman                     Director
------------------------------------
Jeffrey L. Silverman

                                            Director
------------------------------------
Paul Simon
7
INDEX TO EXHIBITS TO REGISTRATION STATEMENT
Exhibit
Number                             Description of Document
-------                            -----------------------
4.1                  Restated Certificate of Incorporation of the Registrant
                     (File No. 333-95561, Form 8-K dated March 7, 2001, filed
                     April 26, 2001, Exhibit 3.1, which is incorporated herein
                     by this reference).

4.2                  By-Laws of the Registrant (File No. 333-95561,  Form 8-K
                     dated November 13, 2000, filed November 27, 2000, Exhibit
                     3.2, which is incorporated herein by this reference).

4.3                  Chicago Mercantile Exchange Inc. Omnibus Stock Plan ((File
                     No. 333-95561, Form S-4 Registration Statement, Exhibit
                     10.1, which is incorporated herein by this reference).

5.1*                 Opinion of Sidley Austin Brown & Wood.

23.1                 Consent of Sidley Austin Brown & Wood (included in Exhibit
                     5.1 above).

23.2*                Consent of Arthur Andersen LLP.
--------------------
*Filed herewith.

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