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* MATTHEW LORI (Last) (First) (Middle) C/O JP MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FLOOR (Street) NEW YORK NY 10020 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ARBINET THEXCHANGE INC [ ARBX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/21/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year) 12/23/2004	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. 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	12/21/2004		C		691,421	A	(1)	691,421	I	See footnote(2)
Common Stock	12/21/2004		C		23,935	A	(1)	715,356	I	See footnote(2)
Common Stock	12/21/2004		C		500,716	A	(1)	1,216,072	I	See footnote(2)
Common Stock	12/21/2004		C		500,716	A	(1)	1,716,788	I	See footnote(2)
Common Stock	12/21/2004		C		300,432	A	(1)	2,017,220	I	See footnote(2)
Common Stock	12/21/2004		S		696,262	D	$16.275	1,320,958	I	See footnote(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
Series C Cumulative Convertible Preferred Stock	(1)	12/21/2004		C			2,950,877	(1)	(1)	Common Stock	691,421	(1)	0	I	See footnote(2)
Series D Convertible Preferred Stock	(1)	12/21/2004		C			76,901	(1)	(1)	Common Stock	23,935	(1)	0	I	See footnote(2)
Series D-1 Convertible Preferred Stock	(1)	12/21/2004		C			8,011,468	(1)	(1)	Common Stock	500,716	(1)	0	I	See footnote(2)
Series E Convertible Preferred Stock	(1)	12/21/2004		C			8,011,468	(1)	(1)	Common Stock	500,716	(1)	0	I	See footnote(2)
Series E-1 Convertible Preferred Stock	(1)	12/21/2004		C			4,806,921	(1)	(1)	Common Stock	300,432	(1)	0	I	See footnote(2)

Explanation of Responses:

1. Each share of Series C Cumulative Convertible Preferred Stock, Series D Convertible Preferred Stock, Series D-1 Convertible Preferred Stock, Series E Convertible Preferred Stock and Series E-1 Convertible Preferred Stock automatically converted into common stock, reflecting all stock splits and other adjustments pursuant to the Issuer's Certificate of Incorporation, as amended, upon the closing of the Issuer's initial public offering of common stock.

2. The amounts shown represent the beneficial ownership of the Issuer's securities beneficially owned by J.P. Morgan Partners (23A SBIC), L.P. ("JPM 23A SBIC"), a portion of which may be deemed attributable to the reporting person because the reporting person is a Principal of J.P. Morgan Partners, LLC, the investment advisor to JPM 23A SBIC and a limited partner of JPMP Master Fund Manager, L.P. ("MF Manager"), a limited partner of JPM 23A SBIC. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the reporting person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within JPM 23A SBIC and within MF Manager. The reporting person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.

Remarks:

This form is being amended to show a disposition not acquisition of Securities in Row 6 of Table 1 as was initially reported in the original filing.

	/s/ Matthew J. Lori	12/23/2004
	** Signature of Reporting Person	Date
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