FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Riley Ivers W 		2. Issuer Name and Ticker or Trading Symbol

International Securities Exchange Holdings, Inc. [ ISE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Advisor
(Last)          (First)          (Middle)

INTERNATIONAL SECURITIES EXCHANGE, 60 BROAD STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/19/2007
(Street)

NEW YORK, NY 10004
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   12/19/2007     D    1695   D $67.50   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $1.39   12/19/2007     D        9000      (3) 11/1/2012   Class A Common Stock   9000   $66.11   0   D    
Restricted Stock Units     (1) 12/19/2007     D        1134      (4)   (4) Class A Common Stock   1134   $67.50   0   D    

Explanation of Responses:
( 1)  Each restricted stock unit represents a contingent right to receive one share of ISE Class A Common Stock.
( 2)  All of ISE's outstanding common stock was canceled pursuant to the Agreement and Plan of Merger, dated as of April 30, 2007 among ISE, Eurex Frankfurt AG, and Ivan Acquisition Co. ("Merger Agreement") in exchange for a cash payment of $67.50 on the effective date of the merger.
( 3)  All of ISE's outstanding stock options were canceled pursuant to the Merger Agreement in exchange for a cash payment of $67.50 minus the exercise price of the option on the effective date of the merger.
( 4)  All of ISE's outstanding restricted stock units were canceled pursuant to the Merger Agreement in exchange for a cash payment of $67.50 on the effective date of the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Riley Ivers W
INTERNATIONAL SECURITIES EXCHANGE
60 BROAD STREET
NEW YORK, NY 10004


Advisor

Signatures
Michael J. Simon as Attorney-In-Fact for Ivers W. Riley 12/20/2007
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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