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 * GOLDMAN SACHS GROUP INC/   2. Issuer Name and Ticker or Trading Symbol ARCHIPELAGO HOLDINGS INC [AX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 85 BROAD ST 3. Date of Earliest Transaction (Month/Day/Year) 06/17/2005 (Street) NEW YORK, NY 10004 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 Common Stock 06/17/2005   P   480 A $ 39.52 7,306,202 I See Footnotes (1) (2) Common Stock 06/17/2005   S   380 D $ 39.4 7,305,822 I See Footnotes (1) (2) Common Stock 06/17/2005   S   100 D $ 39.44 7,305,722 I See Footnotes (1) (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GOLDMAN SACHS GROUP INC/ 85 BROAD ST NEW YORK, NY 10004		X
GS Archipelago Investment, L.L.C. 85 BROAD STREET NEW YORK, NY 10004		X
SLK-HULL Derivatives, LLC 85 BROAD STREET NEW YORK, NY 10004		X
SLK LLC 85 BROAD STREET NEW YORK, NY 10004		X
GOLDMAN SACHS EXECUTION & CLEARING, L.P. 30 HUDSON STREET JERSEY CITY, NJ 07302-4699		X

Signatures

/s/ Ted Chang, Attorney-in-fact		06/21/2005
**Signature of Reporting Person		Date
/s/ Ted Chang, Attorney-in-fact		06/21/2005
**Signature of Reporting Person		Date
/s/ Ted Chang, Attorney-in-fact		06/21/2005
**Signature of Reporting Person		Date
/s/ Ted Chang, Attorney-in-fact		06/21/2005
**Signature of Reporting Person		Date
/s/ Ted Chang, Attorney-in-fact		06/21/2005
**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)	The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs Execution & Clearing, L.P. ("GSEC" ). Without admitting any legal obligation, The Goldman Sachs Group, Inc. ("GSG") or an affiliate will remit appropriate profits, if any, to Archipelago Holdings, Inc. The Reporting Persons, other than GSG and GSEC, disclaim beneficial ownership of the securities owned by GSEC. GSG may be deemed to beneficially own indirectly 7,305,722 shares of Archipelago Holdings, Inc. common stock, ("Common Stock") by reason of the direct ownership of such shares by GSEC (formerly, Spear, Leeds & Kellogg, L.P.), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull").
(2)	GSEC beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 5,877,797 shares of Common Stock. GSAI beneficially owns directly 1,264,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 163,048 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. GSEC, 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.

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