UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

December 2830, 2005

Date of report (Date of earliest event reported)

Archipelago Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32274	86-1075595
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

100 South Wacker Drive, Suite 1800, Chicago, IL 60606

(Address of Principal Executive Offices)

(312) 960-1696

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o ý Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~2006~~In ~~Board~~connection ~~Compensation~~with ~~Schedule~~the proposed business combination (the “Transaction”) of Archipelago Holdings, Inc. (“Archipelago”) and the New York Stock Exchange, Inc. (the “NYSE”), the NYSE entered into separate Support and Lock-Up Agreements, dated as of April 20, 2005 and amended and restated as of July 20, 2005, with certain stockholders of Archipelago, including GSP, LLC (“GSP”), an entity affiliated with Mr. Gerald D. Putnam, the Chairman and Chief Executive Officer of Archipelago. On December 30, 2005, the NYSE and GSP entered into an amendment (the “Amendment”) to the Amended and Restated Support and Lock-Up Agreement between the NYSE and GSP (the “Original Agreement”).

~~On December 28,~~The ~~2005,~~principal ~~the~~revisions ~~Compensation~~contained Committee (“Committee”) of the Board of Directors (“Board”) of Archipelago Holdings, Inc. (“Archipelago” or the “Company”) approved the 2006 compensation schedule for directors of the Company that are not employees or affiliates of the Company and who are not otherwise excluded in ~~writing by~~ the ~~Board from receiving such~~Amendment ~~compensation. Pursuant~~include to the ~~approved schedule, such directors will receive the~~ following ~~compensation for their service on the Board and its committees during 2006~~:

(i) an the Amendment ~~annual~~clarifies ~~retainer~~that the transfer restrictions applicable to the shares of Archipelago ~~$150,000~~common ~~payable~~stock owned or acquired by GSP contained in the Original ~~cash~~Agreement inalso ~~quarterly~~apply ~~installments~~to at(a) any ~~the~~additional ~~end~~shares of ~~each~~Archipelago ~~quarter~~common stock acquired by Mr. Putnam after April 20, 2005 and (b) any additional shares acquired by GSP or Mr. Putnam upon the vesting of any restricted stock units with respect to shares of Archipelago common stock;

(ii) an the Amendment ~~additional~~permits ~~annual~~GSP ~~retainer~~and ofMr. Putnam ~~$25~~to transfer up to 100,000 shares of ~~payable~~Archipelago incommon ~~cash~~stock into ~~quarterly~~Mr. Putnam’s ~~installments~~family atfoundation (in addition to the ~~end~~shares ofthat ~~each~~Mr. Putnam ~~quarter~~was permitted to ~~each~~transfer ~~of the~~to ~~chairman~~charities ofand ~~the~~his ~~committees~~family members ofpursuant to the ~~Board.~~Original Agreement); and

~~Notwithstanding~~ (iii) the Amendment ~~foregoing~~clarifies that, ~~immediately~~after ~~upon~~ the consummation of the ~~transactions~~ ~~contemplated by the Agreement and Plan of Merger~~Transaction, ~~dated~~GSP ~~as of April 20,~~will ~~2005,~~be aspermitted ~~amended~~to ~~and~~transfer ~~restated~~its asshares of ~~July 20,~~common ~~2005~~stock ~~and as amended as~~ of ~~October 20, 2005 and as of November 2, 2005 (the “Merger Agreement”), by and among the~~ NYSE, ~~Archipelago Holdings, Inc., NYSE~~ Group, Inc., (“NYSE ~~Merger Sub~~ ~~LLC,~~Group”) ~~NYSE~~to ~~Merger Corporation Sub, Inc~~Mr. ~~and Archipelago Merger Sub,~~ ~~Inc., each~~Putnam’s ~~such~~family ~~director~~foundation ~~shall~~as ~~receive~~well aas ~~cash~~his ~~payment~~family ~~equal to the quotient of (1) the~~members ~~sum of (A) $150~~and,~~000~~ ~~plus (B) any additional annual retainer described~~ in ~~(ii) above~~each case, ~~divided~~any byshares ~~(2) 365. The~~of ~~amount~~NYSE ~~determined~~Group incommon ~~the~~stock ~~preceding~~so ~~sentence~~transferred ~~shall be reduced by any~~will ~~quarterly~~continue ~~annual~~to ~~retainer~~be ~~and~~subject ~~additional~~to ~~annual retainer payments previously received by~~ the ~~director~~transfer ~~during~~restrictions ~~2006. The Board~~contained ~~reserves the right,~~ in ~~its sole discretion, to change~~ the ~~compensation~~Original ~~program for the directors at any time~~Agreement.

~~Consulting~~A ~~Services~~copy of the Amendment is incorporated herein by reference as Exhibit 99.1. The description of the Amendment set forth herein is qualified in its entirety by reference to the full text of the Amendment.

~~On December 29,~~Forward-Looking 2005, Archipelago paid to Phillip DeFeo, a current member of the Company’s Board and the former Chief Executive Officer of the Pacific Exchange Inc. (“PCX”), an aggregate amount of approximately $116,600, plus reimbursement of expenses, in recognition of certain consulting services provided by Mr. DeFeo to PCX following the completion of the Company’s acquisition of the PCX’s parent, PCX Holdings, Inc., on September 26, 2005 through November 30, 2005 in connection with the operation of the Archipelago Exchange options trading platform and its related business activity. In addition, as a supplement to Mr. DeFeo’s employment agreement with PCX, PCX has paid an aggregate amount of approximately $27,000 in rental payments for the months of November 2005 through January 2006 on behalf of Mr. DeFeo in connection with an apartment maintained by Mr. DeFeo in San Francisco, California. The Committee has also authorized PCX to pay up to four months of rent for Mr. DeFeo’s office space in San Francisco, California, subject to the Company’s satisfaction with the terms of such rental, including the amount thereof.Statements

~~Forward~~Certain statements in this filing may contain forward-~~Looking~~looking ~~Statements~~statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on Archipelago’s current expectations and involve risks and uncertainties that could cause Archipelago’s actual results to differ materially from those set forth in the statements. There can be no assurance that such expectations will prove to be correct. Factors that could cause Archipelago’s results to differ materially from current expectations include: general economic and business conditions, industry trends, competitive conditions, regulatory developments as well as other risks or factors identified in the Company’s filings with the Securities Exchange Commission, including its Report on Form 10-K for the fiscal year ending December 31, 2004 which is available on the Company’s website at http://www.archipelago.com. You should not place undue reliance on forward-looking statements, which speak only as of the date of this filing. Except for any obligation to disclose material information under the Federal securities laws, Archipelago undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this filing.

~~Certain statements~~Important inMerger this filing may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on Archipelago’s current expectations and involve risks and uncertainties that could cause Archipelago’s actual results to differ materially from those set forth in the statements. There can be no assurance that such expectations will prove to be correct. Factors that could cause Archipelago’s results to differ materially from current expectations include: general economic and business conditions, industry trends, competitive conditions, regulatory developments as well as other risks or factors identified in the Company’s filings with the Securities Exchange Commission, including its Report on Form 10-K for the fiscal year ending December 31, 2004 and its Report on Form 10-Q for the period ended September 30, 2005, each of which is Information

2In connection with the proposed merger of the NYSE and Archipelago, NYSE Group has filed a registration statement on Form S-4 with the SEC containing a joint proxy statement/prospectus regarding the proposed transaction. The parties have filed other publicly available relevant documents concerning the proposed transaction with the SEC. The SEC declared the Registration Statement effective on November 3, 2005.

~~available~~NYSE MEMBERS AND ARCHIPELAGO onSTOCKHOLDERS ~~the~~ARE ~~Company’s~~URGED ~~website~~TO atREAD ~~http:~~THE FINAL JOINT PROXY STATEMENT/~~/www.archipelago.com.~~PROSPECTUS REGARDING ~~You~~THE ~~should~~PROPOSED ~~not~~TRANSACTION ~~place~~BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. ~~undue~~NYSE ~~reliance~~members onand ~~forward-looking~~Archipelago ~~statements,~~stockholders ~~which~~can ~~speak~~obtain ~~only~~a asfree copy of the ~~date~~final ofjoint ~~this~~proxy ~~filing.~~statement/prospectus, ~~Except~~as ~~for~~well ~~any~~as ~~obligation~~other tofilings ~~disclose~~containing information ~~material~~about ~~information~~NYSE and Archipelago without charge, at the SEC’s website ~~under~~(http://www.sec.gov). Copies of the ~~Federal~~final ~~securities~~joint ~~laws~~proxy statement/prospectus can also be obtained, ~~Archipelago~~without ~~undertakes~~charge, noby ~~obligation~~directing a request to the Office of the ~~release~~Corporate ~~publicly~~Secretary, ~~any~~NYSE, ~~revisions~~11 toWall ~~any~~Street, ~~forward~~New York 10005, 212-~~looking~~656-2061 ~~statements~~or to ~~reflect~~ ~~events~~Archipelago, orAttention: ~~circumstances~~Investor ~~after~~Relations, ~~the~~at ~~date~~100 ofS. ~~this~~Wacker ~~filing~~Drive, Suite 1800, Chicago, Illinois 60606 or calling (888) 514-7284.

~~SIGNATURE~~The NYSE, Archipelago and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Archipelago stockholders in respect of the proposed transaction. Information regarding Archipelago’s directors and executive officers is available in Archipelago’s proxy statement for its 2005 annual meeting of stockholders, dated March 31, 2005.

~~Pursuant~~Additional information toregarding the ~~requirements~~interests of such potential participants will be included in the joint ~~Securities~~proxy ~~Exchange~~statement/prospectus ~~Act~~and the other relevant documents filed with the SEC when they become available. This report shall not constitute an offer to sell or the solicitation of ~~1934~~an offer to buy any securities, asnor ~~amended~~shall there be any sale of securities in any jurisdiction in which such offer, ~~the~~solicitation ~~registrant~~or ~~has~~sale ~~duly~~would ~~caused~~be ~~this~~unlawful ~~report~~prior to beregistration ~~signed~~or onqualification ~~its~~under ~~behalf~~the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 ~~undersigned~~of ~~hereunto~~the ~~duly~~Securities ~~authorized~~Act of 1933, as amended.

Date: January 4, 2005	Archipelago Holdings, Inc.
	/s/ Nelson Chai
	Chief Financial Officer

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number		Description

99.1		Amendment, dated as of December 30, 2005, to Amended and Restated Support and Lock-Up Agreement, dated as of July 20, 2005, by and between GSP, LLC and New York Stock Exchange, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 6, 2005	Archipelago Holdings, Inc.

	/s/ Nelson Chai
	Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number		Description
99.1		Amendment, dated as of December 30, 2005, to Amended and Restated Support and Lock-Up Agreement, dated as of July 20, 2005, by and between GSP, LLC and New York Stock Exchange, Inc.

Filing Compare · ARCHIPELAGO HOLDINGS INC