SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC/ (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ARCHIPELAGO HOLDINGS L L C [ AX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/12/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year) 08/16/2004	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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. 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
Common Stock	08/12/2004		P		7,700	A	$12.7	9,527,576	I	See Footnotes(1)(2)
Common Stock	08/12/2004		P		1,000	A	$12.65	9,528,576	I	See Footnotes(1)(2)
Common Stock	08/12/2004		P		24,200	A	$12.66	9,552,776	I	See Footnotes(1)(2)
Common Stock	08/12/2004		P		35,400	A	$12.77	9,588,176	I	See Footnotes(1)(2)
Common Stock	08/12/2004		P		8,500	A	$12.91	9,596,676	I	See Footnotes(1)(2)
Common Stock	08/12/2004		P		9,800	A	$12.92	9,606,476	I	See Footnotes(1)(2)
Common Stock	08/12/2004		P		1,100	A	$12.89	9,607,576	I	See Footnotes(1)(2)
Common Stock	08/12/2004		P		2,300	A	$12.9	9,609,876	I	See Footnotes(1)(2)
Common Stock	08/12/2004		S		90,000	D	$12.75	9,519,876	I	See Footnotes(1)(2)

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 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: 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

1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC/ (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GS Archipelago Investment, L.L.C. (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SLK-HULL Derivatives, LLC (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SLK LLC (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SPEAR LEEDS & KELLOGG LP (Last) (First) (Middle) 120 BROADWAY (Street) NEW YORK NY 10271 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs International ("GSI"). Such securities were purchased and sold through a GSI error account due to erroneous trades made on behalf of a client. Without admitting any legal obligation, GSI or an affiliate will remit appropriate profits, if any, to Archipelago Holdings, Inc. (the "Company"). The Reporting Persons, other than The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned by GSI. GSI is an indirect wholly-owned subsidiary of GSG.

2. GSG may be deemed to beneficially own indirectly 9,519,876 shares of Archipelago Holdings, Inc. common stock ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 7,603,517 shares of Common Stock. GSAI beneficially owns directly 1,664,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 251,482 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

	s/ Ted Chang, Attorney-in-fact	08/18/2004
	s/ Ted Chang, Attorney-in-fact	08/18/2004
	s/ Ted Chang, Attorney-in-fact	08/18/2004
	s/ Ted Chang, Attorney-in-fact	08/18/2004
	s/ Ted Chang, Attorney-in-fact	08/18/2004
	** 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).
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