(Rule 14a-101)


                           SCHEDULE 14A INFORMATION
          Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [  ]

Check the appropriate box:
[ ]   Preliminary Proxy Statement         [  ]   Confidential, For Use of
                                                 the Commission Only (as
                                                 permitted by Rule 14a-6(e)(2))
[ ]   Definitive Proxy Statement
[ ]   Definitive Additional Materials
[X]   Soliciting Material Under Rule 14a-12

                   Chicago Mercantile Exchange Holdings Inc.
               (Name of Registrant as Specified in Its Charter)

   (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]   No fee required.
[ ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

      (1)  Title of each class of securities to which transaction applies:
      (2)  Aggregate number of securities to which transaction applies:
      (3)  Per unit price or other underlying value of transaction computed
           pursuant to Exchange Act Rule 0-11 (set forth the amount on which
           the filing fee is calculated and state how it was determined):
      (4)  Proposed maximum aggregate value of transaction:
      (5)  Total fee paid:

[ ]   Fee paid previously with preliminary materials:

[ ]   Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee
      was paid previously. Identify the previous filing by registration
      statement number, or the Form or Schedule and the date of its filing.

      (1) Amount Previously Paid:
      (2) Form, Schedule or Registration Statement No.:
      (3) Filing Party:
      (4) Date Filed:

         The following communication was distributed to owners of shares of
Class B-3 common stock of Chicago Mercantile Exchange Holdings Inc. on or
about March 12, 2003:

                              Thomas J. Esposito

Dear fellow Members and Class B-3 Shareholders,

I write to seek your support for my election to the Board of Directors of the
CME. The forthcoming election, the first the CME will have as a publicly
traded corporation, must be considered with utmost importance.

As an equity owner of an IOM membership since 1987 and a current shareholder,
my financial, professional and personal interests are tied to the continuing
success of the CME. My tenure as a member includes 15 years as an S&P Broker
and 3 years as a local in the S&P pit. I currently trade in the S&P pit every
day, as well as trade E-Mini's on GLOBEX. I have served on the Arbitration,
S&P Pit, and Class B-3 Nominating Committee. Currently I serve on the Business
Conduct and Pit Supervision Committees.

The CME, as guided by its Board of Directors, will face multiple opportunities
and challenges in the future. The decisions required will have to balance the
interests of many groups in a fair and equitable manner. Many of us have made
our livelihoods on the floor for years, and hope to continue doing so. We have
most recently adapted in the Equity Index contracts to incorporate GLOBEX
trading into our daily routine. What we have seen is the emergence of a new
trading methodology, offering opportunity to floor traders, which was not a
primary consideration in creating the GLOBEX platform. This has been an
example of the unexpected results of corporate decisions we can expect in the
future. In this particular instance many floor traders benefited. We can count
on forthcoming changes to effect us in additional unanticipated and hopefully
positive ways.

As we proceed to meet the competition in our industry, the opportunities
created and directions taken by the CME cannot sacrifice the future of the
membership interest owners and floor traders to those of any other group -
including shareholders and non-member, public customers. I in no way mean to
imply an inherent or probable conflict in goals between any of these groups,
but wish to stress that the CME must proceed on multiple fronts to achieve the
financial goals of a now much more diverse constituency.

The events over the past several years have changed all of us who once owned
seats into different citizens of the CME community. We now play the roles of
shareholders, floor traders, membership interest owners, electronic traders
and others.

As a member of the Board of Directors, I will represent the interests of other
individuals like myself - shareholders, floor traders and membership interest
owners. In addition I cannot and will not ignore the interests of our
worldwide customers.

I recognize a position on the CME Board is now a much more demanding, visible
and challenging role than ever before. I ask for your vote in exchange for my
commitment to work diligently to honor our rich history and insure our future


/s/ Thomas J. Esposito
Thomas J. Esposito

Chicago Mercantile Exchange Holdings Inc. has filed a definitive proxy
statement with the Securities and Exchange Commission ("SEC") regarding the
Annual Meeting of Shareholders to be held on April 22, 2003. Shareholders of
Chicago Mercantile Exchange Holdings Inc. are urged to read the definitive
proxy statement and any other relevant materials filed by Chicago Mercantile
Exchange Holdings Inc. with the SEC because they contain, or will contain,
important information about Chicago Mercantile Exchange Holdings Inc. and the
Annual Meeting. The definitive proxy statement and other relevant materials
(when they become available), and any other documents filed by Chicago
Mercantile Exchange Holdings Inc. with the SEC, may be obtained free of charge
at the SEC's web site at In addition, shareholders may obtain
free copies of these documents by contacting Chicago Mercantile Exchange
Holdings Inc., Shareholder Relations and Membership Services, 30 South Wacker
Drive, Chicago, Illinois 60606. Shareholders are urged to read the definitive
proxy statement and the other relevant materials (when they become available)
before making any voting decision with respect to matters to be acted on at
the Annual Meeting.

The preceding letter was prepared and distributed solely by the candidate. The
views and opinions expressed therein are solely those of the candidate and do
not necessarily reflect the views or opinions of Chicago Mercantile Exchange
Holdings Inc. or its directors, officers or employees, nor have these views or
opinions been approved or sanctioned by any of them.