Chicago Mercantile Exchange Inc – ‘S-4’ on 1/28/00 – EX-3.1

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               124    627K 
                          Business-Combination Transaction                       
 2: EX-3.1      Certificate of Incorporation of the Registrant         2     10K 
 3: EX-23.2     Consent of Arthur Andersen LLP                         1      5K 
 4: EX-24.1     Form of Power of Atty Executed by Dir of Registrnt     1      7K 
 5: EX-27       Financial Data Schedule                                2      7K 
 6: EX-99.1     Form of Proxy                                          1      7K 

EX-3.1   —   Certificate of Incorporation of the Registrant

EX-3.1
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                                                                     Exhibit 3.1
                                                Chicago Mercantile Exchange Inc.
                                              Registration Statement on Form S-4

CERTIFICATE OF INCORPORATION  

OF  

Chicago Mercantile Exchange Inc.  

          First: The name of the corporation is Chicago Mercantile Exchange Inc.

      Second:  The address of the corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City  
of Wilmington, County of New Castle.  The name of the corporation's registered  
agent at such address is The Corporation Trust Company.                         

         Third:  The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the General           
Corporation Law of Delaware.                                                    

       Fourth:  The total number of shares of all classes of capital stock
which the corporation shall have the authority to issue is one thousand (1,000) 
shares of common stock with a par value of $.01 per share.                      

        Fifth:  In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter or    
repeal the By-laws of the corporation, subject to any specific limitation on    
such power contained in any By-laws adopted by the stockholders.  Elections of  
directors need not be by written ballot unless the By-laws of the corporation so
provide.                                                                        

        Sixth:  A director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of       
fiduciary duty as a director, except for liability (i) for any breach of the    
director's duty of loyalty to the corporation 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 General Corporation Law
of Delaware or (iv) for any transaction from which the director derived an      
improper personal benefit.  If the General Corporation Law of Delaware is       
amended to authorize corporate action further eliminating or limiting the       
personal liability of directors, then the liability of a director of the        
corporation shall be eliminated or limited to the fullest extent permitted by   
the General Corporation Law of Delaware, as so amended.  Any repeal or          
modification of this Article Sixth by the stockholders of the corporation shall 
not adversely affect any right or protection of a director of the corporation   
existing at the time of such repeal or modification.                            

EX-3.1
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    Seventh:  Each person who is or was a director or officer of the
corporation, and each person who serves or served at the request of the         
corporation as a director or officer of another enterprise, shall be indemnified
by the corporation in accordance with, and to the fullest extent authorized by, 
the General Corporation Law of Delaware as it may be in effect from time to     
time.                                                                           

          Eighth:  The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the     
manner now or hereafter prescribed by statute, and all rights conferred upon the
stockholders herein are granted subject to this reservation.                    

         Ninth:  The name and mailing address of the incorporator are M. Scott
Gordon, Chicago Mercantile Exchange, 30 South Wacker Drive, Chicago, Illinois   
60606.                                                                          

          THE UNDERSIGNED, being the incorporator named above, has executed this
Certificate on December 29, 1999.                                               

______________________________                              
M. Scott Gordon                                             

2 

Dates Referenced Herein

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
Filed on:		1/28/00							None on these Dates
		12/29/99		2
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