8-K

UNITED STATES
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

Date of Report (Date of earliest event reported): October 31, 2007

MarketAxess Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-50670	52-2230784
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

140 Broadway, 42nd Floor
New York, New York 10005
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (212) 813-6000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE

Item 2.02 Results of Operations and Financial Condition

     On October 31, 2007, MarketAxess Holdings Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal third quarter ended September 30, 2007. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) that is furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, the information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) that is furnished pursuant to this Item 2.02 shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits:

99.1 Press Release entitled “MarketAxess Reports 2007 Third Quarter Results” issued by MarketAxess Holdings Inc. on October 31, 2007.

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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.

	MARKETAXESS HOLDINGS INC.
Date: October 31, 2007	By:	/s/Richard M. McVey
		Name:	Richard M. McVey
		Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit
99.1	Press Release entitled “MarketAxess Reports 2007 Third Quarter Results” issued by MarketAxess Holdings Inc. on October 31, 2007.

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EX-99.1

MARKETAXESS REPORTS 2007 THIRD QUARTER RESULTS
Diluted EPS of $0.07 Versus $0.04 in the Prior Year Period; Net Income Up 85.8%

Third Quarter Financial and Operating Highlights^*

• Diluted earnings per share of $0.07 versus $0.04.

• Net income of $2.4 million, up 85.8%.

• Revenues of $22.2 million, up 6.9%.

• Total expenses of $18.6 million, up 0.1%.

• Pre-tax income of $3.6 million, up 63.4%.

• Pre-tax margin of 16.4%, up from 10.7%.

^*All comparisons versus third quarter 2006.

NEW YORK, October 31, 2007 — MarketAxess Holdings Inc. (Nasdaq: MKTX), the operator of a leading electronic trading platform for U.S. and European high-grade corporate bonds, emerging markets bonds and other types of fixed income securities, today announced results for the third quarter ended September 30, 2007.

Total revenues for the third quarter of 2007 increased 6.9% to $22.2 million, compared to $20.8 million in the third quarter of 2006. Pre-tax income for the third quarter of 2007 was $3.6 million, an increase of 63.4% compared to $2.2 million in the third quarter of 2006. Net income in the third quarter of 2007 totaled $2.4 million, or $0.07 per share on a diluted basis, an increase of 85.8% compared to $1.3 million, or $0.04 per share on a diluted basis, in the third quarter of 2006.

Pre-tax margin in the third quarter of 2007 was 16.4%, compared to 10.7% in the third quarter of 2006.

Richard M. McVey, chairman and chief executive officer of MarketAxess, commented, “Platform trading volumes in the third quarter were negatively impacted by the severe and widespread dislocation in the credit markets during the period. Despite this shock to the market and the temporary migration of trading to the telephone, we recorded our third highest quarter for total revenue generation, driven in part by the first full quarter’s impact of our new European high-grade fee plan. Furthermore, our continued focus on expense discipline drove incremental margins higher, reflecting the strong operating leverage and free cash flow generation in our business model.”

Third Quarter Results

Total revenues for the third quarter of 2007 increased 6.9% to $22.2 million, compared to $20.8 million in the third quarter of 2006. U.S. high-grade corporate bond commissions decreased 2.2% to $12.0 million in the third quarter of 2007, compared to $12.3 million in the third quarter of 2006. European high-grade corporate bond commissions increased 48.6% to $4.9 million in the third quarter of 2007, compared to $3.3 million in the third quarter of 2006. Other commissions increased 2.4% to $2.1 million in the third quarter of 2007. Other revenue of $3.2 million, which consists of

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information and user access fees, license fees, technology services fees, investment income and other revenue, was flat when compared to the third quarter of 2006.

Total expenses for the third quarter of 2007 increased 0.1% to $18.6 million, compared to $18.5 million in the third quarter of 2006. Employee compensation and benefits expense decreased 2.1% to $10.3 million, compared to $10.5 million in the third quarter of 2006 primarily due to reduced severance expense, partially offset by higher incentive compensation.

Pre-tax income in the third quarter of 2007 was $3.6 million, an increase of 63.4% compared to $2.2 million in the third quarter of 2006. Pre-tax margin was 16.4% in the third quarter of 2007, compared to 10.7% in the third quarter of 2006.

The effective tax rate for the third quarter of 2007 was 33.9%, compared to 41.8% for the third quarter of 2006. The decrease in the effective tax rate was principally attributable to an increase in foreign earnings in 2007.

Net income for the third quarter of 2007 was $2.4 million, or $0.07 per diluted share, an increase of 85.8% compared to $1.3 million, or $0.04 per diluted share, in the third quarter of 2006.

Headcount as of September 30, 2007 was 181, compared to 185 as of September 30, 2006.

Trading Volume

For the third quarter of 2007, total trading volume was $75.6 billion, a decline of 9.6% compared to $83.8 billion in the third quarter of 2006. U.S. high-grade trading volume declined 19.8% to $39.9 billion in the third quarter of 2007, compared to third quarter 2006 volume of $49.8 billion. U.S. high-grade volume as a percentage of TRACE high-grade trading volume was an estimated 7.8% in the third quarter of 2007, down from an estimated 9.3% in the third quarter of 2006. Total TRACE volume in the third quarter of 2007 decreased 4.0% to $512.7 billion, compared to $534.0 billion in the third quarter of 2006. Total U.S. high-grade trading volume for the third quarter of 2007 includes single-dealer inquiries of $2.6 billion. European high-grade trading volume in the third quarter of 2007 was $14.7 billion, a decline of 21.3% compared to $18.7 billion in the third quarter of 2006. Other trading volume increased 37.6% to $21.0 billion, compared to $15.3 billion in the third quarter of 2006.

Balance Sheet Data

As of September 30, 2007, total assets were $198.4 million, which included $127.8 million in cash, cash equivalents and securities, and a deferred tax asset of $36.6 million. Total assets as of December 31, 2006 were $204.3 million and included $131.0 million in cash, cash equivalents and securities and a deferred tax asset of $38.9 million. Total stockholders’ equity as of September 30, 2007 was $176.3 million and book value per common share was $5.10, based on 34.6 million diluted shares outstanding.

Share Repurchases

In November 2006, the Board of Directors approved a $40.0 million share repurchase program. During the third quarter of 2007, the Company repurchased 0.2 million shares of its outstanding common stock at an average price of $17.18 per share, for a total expenditure of $3.5 million. A total of $10.0 million remains in the current repurchase program as of September 30, 2007.

Webcast and Conference Call Information

Richard M. McVey, MarketAxess’ chairman and chief executive officer, T. Kelley Millet, president, and James N.B. Rucker, chief financial officer, will host a conference call to discuss the Company’s financial results and outlook this morning at 8:30 a.m. Eastern time. To access the conference call, please dial 866-314-4483 (U.S.) or 617-213-8049 (international). The passcode for all callers is 62585694. The Company will also host a live audio webcast of the conference call on the Investor

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Relations section of the Company’s website at www.marketaxess.com. An archive of the call will be available by dialing 888-286-8010 (U.S.) or 617-801-6888 (international) for one week after the announcement. The passcode for replay callers is 81260507. The web cast will also be archived at www.marketaxess.com for 90 days following the announcement.

About MarketAxess

MarketAxess operates one of the leading platforms for the electronic trading of corporate bonds and certain other types of fixed-income securities, serving as an electronic platform through which our more than 675 active institutional investor clients can access the liquidity provided by our 30 broker-dealer clients. MarketAxess’ multi-dealer trading platform allows our institutional investor clients to simultaneously request competitive, executable bids or offers from multiple broker-dealers, and to execute trades with the broker-dealer of their choice. MarketAxess offers our clients the ability to trade U.S. high-grade corporate bonds, European high-grade corporate bonds, credit default swaps, agencies, high-yield and emerging markets bonds. MarketAxess also provides data and analytical tools that help our clients make trading decisions, and we facilitate the trading process by electronically communicating order information between trading counterparties. Our DealerAxess^® trading service allows dealers to trade fixed-income securities with each other on our platform.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain forward-looking statements, including statements about the outlook and prospects for Company and industry growth, as well as statements about the Company’s future financial and operating performance. These and other statements that relate to future results and events are based on MarketAxess’ current expectations. Actual results in future periods may differ materially from the those currently expected or desired because of a number of risks and uncertainties, including: our dependence on our broker-dealer clients; the level and intensity of competition in the fixed-income electronic trading industry and the pricing pressures that may result; the variability of our growth rate; our limited operating history; the level of trading volume transacted on the MarketAxess platform; the absolute level and direction of interest rates and the corresponding volatility in the corporate fixed-income market; our ability to develop new products and offerings and the market’s acceptance of those products; our ability to enter into strategic alliances and to acquire other businesses and successfully integrate them with our business; our future capital needs and our ability to obtain capital when needed; our exposure to risks resulting from non-performance by counterparties to transactions executed between our broker-dealer clients in which we act as an intermediary in matching back-to-back trades; and other factors. The Company’s actual results and financial condition may differ, perhaps materially, from the anticipated results and financial condition in any such forward-looking statements. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. More information about these and other factors affecting MarketAxess’ business and prospects is contained in MarketAxess’ periodic filings with the Securities and Exchange Commission and can be accessed at www.marketaxess.com.

# # #

Media and Investor Relations Contacts:
Stephen Davidson
MarketAxess Holdings Inc.
+1-212-813-6021

Sharron Silvers
Gavin Anderson & Co.
+1-212-515-1931

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MarketAxess Holdings Inc.
Consolidated Statements of Operations

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2007		2006		2007		2006
	($ in thousands, except per share data)
	(unaudited)				(unaudited)
Revenues
Commissions
U.S. high-grade	$	11,982	$	12,250	$	40,196	$	34,254
European high-grade		4,889		3,290		14,099		11,717
Other		2,107		2,057		6,832		6,371
Total commissions		18,978		17,597		61,127		52,342
Information and user access fees		1,535		1,426		4,357		4,108
License fees		90		247		658		742
Investment income		1,332		1,266		3,812		3,312
Other		263		238		1,313		732
Total revenues		22,198		20,774		71,267		61,236
Expenses
Employee compensation and benefits		10,258		10,483		32,771		31,264
Depreciation and amortization		1,686		1,703		5,476		5,025
Technology and communications		1,897		1,956		5,595		5,799
Professional and consulting fees		1,883		1,883		5,505		6,922
Occupancy		869		778		2,423		2,270
Marketing and advertising		481		338		1,364		1,193
General and administrative		1,481		1,403		3,982		3,748
Total expenses		18,555		18,544		57,116		56,221
Income before income taxes		3,643		2,230		14,151		5,015
Provision for income taxes		1,233		933		5,739		1,832
Net income	$	2,410	$	1,297	$	8,412	$	3,183
Per Share Data:
Earnings per share:
Basic	$	0.07	$	0.04	$	0.26	$	0.11
Diluted	$	0.07	$	0.04	$	0.24	$	0.09
Weighted-average common shares:
Basic		32,829		31,320		32,190		30,274
Diluted		34,575		34,793		34,593		35,028

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MarketAxess Holdings Inc.
Consolidated Condensed Balance Sheet Data

	September 30, 2007		December 31, 2006
	($ in thousands)
	(unaudited)		(audited)
Assets
Cash and cash equivalents	$	74,350	$	82,000
Securities available-for-sale		53,449		49,015
Deferred tax assets, net		36,558		38,901
All other assets		34,012		34,362
Total assets	$	198,369	$	204,278
Liabilities and Stockholders’ Equity
Total liabilities	$	22,038	$	18,993
Total stockholders’ equity		176,331		185,285
Total liabilities and stockholders’ equity	$	198,369	$	204,278

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MarketAxess Holdings Inc.
Volume Statistics

	Total Trading Volume				Total Trading Volume
	Three Months Ended				Nine Months Ended
	September 30				September 30
	2007		2006		2007		2006
	($ in millions)				($ in millions)
	(unaudited)				(unaudited)
U.S. high-grade — multi dealer 1	$	37,343	$	44,627	$	155,730	$	124,347
U.S. high-grade — single dealer 2		2,587		5,134		12,571		14,627
European high-grade		14,740		18,733		66,857		65,488
Other 3		21,004		15,259		56,386		43,214
Total	$	75,674	$	83,753	$	291,544	$	247,676

	Average Daily Volume				Average Daily Volume
	Three Months Ended				Nine Months Ended
	September 30				September 30
	2007		2006		2007		2006
	($ in millions)				($ in millions)
	(unaudited)				(unaudited)
U.S. high-grade 1,2	$	634	$	790	$	895	$	743
European high-grade		230		293		354		348
Other 3		333		242		300		231
Total	$	1,197	$	1,325	$	1,549	$	1,322
Number of U.S. Trading Days 4		63		63		188		187
Number of U.K. Trading Days 5		64		64		189		188

1	Beginning with June 2006 monthly trading volumes, volumes from the Company’s DealerAxess® interdealer trading service are included in the Company’s reported U.S. high-grade or “Other” trading volumes, as appropriate. Consistent with current market practice, all DealerAxess® trading activity is conducted anonymously, and MarketAxess Corporation acts as riskless principal in all DealerAxess® transactions; accordingly, and consistent with NASD TRACE reporting standards, both sides of each DealerAxess® trade are included in the Company’s reported trading volumes.
2	Effective June 2005, the Company began reporting separately U.S. High-Grade single-dealer inquiries.
3	Effective September 2005, the Company began reporting credit default swaps trading volume in “Other” trading volume.
4	The number of U.S. trading days is based on the SIFMA holiday recommendation calendar.
5	The number of U.K. trading days is based on the U.K. Bank holiday schedule.

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