Edgar Filing: BARAKETT TIMOTHY R

Ownership Submission

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ATTICUS CAPITAL LLC

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)

152 WEST 57TH STREET, 45TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2005

(Street)

NEW YORK, NY 10019

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Total Return Equity Swap

$ 40.759

10/21/2005

J/K⁽¹⁾

⁽²⁾

Common Stock

300,000

⁽¹⁾

1 ⁽¹³⁾

See Footnote ⁽³⁾

Total Return Equity Swap

$ 43.2901

10/24/2005

J/K⁽⁴⁾

⁽²⁾

Common Stock

300,000

⁽⁴⁾

2 ⁽¹³⁾

See Footnote ⁽³⁾

Total Return Equity Swap

$ 44.0139

10/25/2005

J/K⁽⁵⁾

⁽²⁾

Common Stock

100,000

⁽⁵⁾

3 ⁽¹³⁾

See Footnote ⁽³⁾

Total Return Equity Swap

$ 47.5334

10/26/2005

J/K⁽⁶⁾

⁽²⁾

Common Stock

150,000

⁽⁶⁾

4 ⁽¹³⁾

See Footnote ⁽³⁾

Total Return Equity Swap

$ 46.9629

10/27/2005

J/K⁽⁷⁾

⁽²⁾

Common Stock

100,000

⁽⁷⁾

5 ⁽¹³⁾

See Footnote ⁽³⁾

Total Return Equity Swap

$ 46.5561

10/28/2005

J/K⁽⁸⁾

⁽²⁾

Common Stock

100,000

⁽⁸⁾

6 ⁽¹³⁾

See Footnote ⁽³⁾

Total Return Equity Swap

$ 48.0173

10/31/2005

J/K⁽⁹⁾

⁽²⁾

Common Stock

136,000

⁽⁹⁾

7 ⁽¹³⁾

See Footnote ⁽³⁾

Total Return Equity Swap

$ 47.4488

11/01/2005

J/K⁽¹⁰⁾

⁽²⁾

Common Stock

88,900

⁽¹⁰⁾

8 ⁽¹³⁾

See Footnote ⁽³⁾

Total Return Equity Swap

$ 48.8311

11/02/2005

J/K⁽¹¹⁾

⁽²⁾

Common Stock

81,654

⁽¹¹⁾

9 ⁽¹³⁾

See Footnote ⁽³⁾

Total Return Equity Swap

$ 51.2302

11/03/2005

J/K⁽¹²⁾

⁽²⁾

Common Stock

162,660

⁽¹²⁾

10 ⁽¹³⁾

See Footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ATTICUS CAPITAL LLC 152 WEST 57TH STREET 45TH FLOOR NEW YORK, NY 10019		X
BARAKETT TIMOTHY R 152 WEST 57TH STREET 45TH FLOOR NEW YORK, NY 10019		X

Signatures

Atticus Capital, L.L.C., by Timothy R. Barakett, Managing Member, by John F. Brown, attorney-in-fact		11/08/2005
^**Signature of Reporting Person		Date
Timothy R. Barakett, by John F. Brown, attorney-in-fact		11/08/2005
^**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)	Effective October 21, 2005, various Funds and Accounts (as defined in Note 3) entered into long positions in total return equity swaps with a securities broker in respect of an aggregate of 300,000 notional shares of Common Stock at a price of $40.7590 per notional share.
(2)	Not applicable. The total return equity swaps will settle one year from the date of entering into the swap, except as otherwise settled or extended, or as otherwise provided in accordance with the terms of the related ISDA master agreement or annexes thereto.
(3)	Mr. Barakett, who is an additional Reporting Person, is the Chairman, Chief Executive Officer and Managing Member of Atticus Capital, L.L.C., a Delaware limited liability company ("Atticus Capital"). Atticus Capital and certain of its affiliated entities (collectively, the "Atticus Entities") act as advisers for various investment funds (the "Funds") and managed accounts (the "Accounts"). Based on his relationship with the Atticus Entities, Mr. Barakett may be deemed to be a beneficial owner of the Securities owned by the Funds and the Accounts for purposes of Rule 16a-1(a)(1) under the Securities Exchange Act of 1934 (the "Exchange Act"). Mr. Barakett and Atticus Capital disclaim beneficial ownership within the meaning of Rule 16a-1(a)(2) under the Exchange Act in the Securities owned by the Funds and the Accounts except to the extent, if any, of their pecuniary interest therein.
(4)	Effective October 24, 2005, various Funds and Accounts entered into long positions in total return equity swaps with a securities broker in respect of an aggregate of 300,000 notional shares of Common Stock at a price of $43.2901 per notional share.
(5)	Effective October 25, 2005, various Funds and Accounts entered into long positions in total return equity swaps with a securities broker in respect of an aggregate of 100,000 notional shares of Common Stock at a price of $44.0139 per notional share.
(6)	Effective October 26, 2005, various Funds and Accounts entered into long positions in total return equity swaps with a securities broker in respect of an aggregate of 150,000 notional shares of Common Stock at a price of $47.5334 per notional share.
(7)	Effective October 27, 2005, various Funds and Accounts entered into long positions in total return equity swaps with a securities broker in respect of an aggregate of 100,000 notional shares of Common Stock at a price of $46.9629 per notional share.
(8)	Effective October 28, 2005, various Funds and Accounts entered into a long position in total return equity swaps with a securities broker in respect of an aggregate of 100,000 notional shares of Common Stock at a price of $46.5561 per notional share.
(9)	Effective October 31, 2005, various Funds and Accounts entered into a long position in total return equity swaps with a securities broker in respect of an aggregate of 136,000 notional shares of Common Stock at a price of $48.0173 per notional share.
(10)	Effective November 1, 2005, various Funds and Accounts entered into long positions in total return equity swaps with a securities broker in respect of an aggregate of 88,900 notional shares of Common Stock at a price of $47.4488 per notional share.
(11)	Effective November 2, 2005, various Funds and Accounts entered into long positions in total return equity swaps with a securities broker in respect of an aggregate of 81,654 notional shares of Common Stock at a price of $48.8311 per notional share.
(12)	Effective November 3, 2005, various Funds and Accounts entered into long positions in total return equity swaps with a securities broker in respect of an aggregate of 162,660 notional shares of Common Stock at a price of $51.2302 per notional share.
(13)	Refers to total return equity swaps reported here.

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