FORM 4 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 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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Corzine Jon S.   2. Issuer Name and Ticker or Trading Symbol MF Global Holdings Ltd. [MF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO & Chairman of Board (Last) (First) (Middle) C/O MF GLOBAL HOLDINGS LTD., 717 FIFTH AVE, 9TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 05/20/2011 (Street) NEW YORK, NY 10022 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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 Options (right to buy) (1)

$ 7.45

05/20/2011

A

1,000,000

(1)

05/20/2021

Common Stock

1,000,000

$ 0

1,000,000

D

Stock Options (right to buy) (2)

$ 8.45

05/20/2011

A

600,000

(2)

05/20/2021

Common Stock

600,000

$ 0

600,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Corzine Jon S. C/O MF GLOBAL HOLDINGS LTD. 717 FIFTH AVE, 9TH FLOOR NEW YORK, NY 10022	X		CEO & Chairman of Board

Signatures

/s/ James Ho, by power of attorney		05/24/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each stock option represents the right to purchase one share of common stock, par value $1.00 per share, of MF Global Holdings Ltd. (each, a share of "Common Stock"). The stock options are subject to the terms and conditions of the MF Global Holdings Ltd. 2007 Amended and Restated Long Term Incentive Plan, as amended (the "MF Global 2007 LTIP"). One-third of the share options will vest on each of the first, second and third anniversaries of the grant date (becoming fully vested on the third anniversary of the grant date). Each stock option becomes exercisable upon vesting.
(2)	Each stock option represents the right to purchase one share of Common Stock. The stock options are subject to the terms and conditions of the MF Global 2007 LTIP. One-third of the share options will vest on each of the second, third and fourth anniversaries of the grant date (becoming fully vested on the fourth anniversary of the grant date). Each stock option becomes exercisable upon vesting.

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