Exhibit 14

Date
Adopted By Board: 8/11/04

LOGO

ARCHIPELAGO HOLDINGS, INC.  Code of Business Conduct and Ethics

This Code of Ethics ("Code") is adopted by the Board of Directors ("Board") of Archipelago Holdings, Inc. in satisfaction of Section 406 of the
Sarbanes-Oxley Act of 2002, together with SEC implementing regulations, and the listing requirements of the Pacific Exchange, and applies to all officers, directors and employees of Archipelago
Holdings, Inc. and its subsidiaries (collectively, the "Company" or "Archipelago").

Certain
aspects of this Code are also included in theArchipelago Holdings, L.L.C. Corporate Control Policies and Procedures, dated November 24,
2003("Control Policy"). This Code is not intended to replace the Control Policy, which remains in effect. Employees who are in compliance with the Control Policy will be in
compliance with this Code. In addition to the Control Policy, all other Company policies and procedures (written and oral) continue to apply to employees of the Company. This Code of Ethics is not
intended to supersede or amend such policies and procedures.

GENERAL

Consistent with Archipelago's commitment to integrity and good corporate citizenship, its directors, officers and employees (each, an "Archipelago
Representative") are required to conduct business in
accordance with the highest ethical standards. This Code sets forth policies which embody these standards and:



Only
the Board may approve a waiver of this Code that affects executive officers or directors. All such waivers must be disclosed promptly, as required by applicable laws and
regulations. Any waiver of this Code for other employees may be made only by the Company's General Counsel, Kevin O'Hara, or Chief Executive Officer, Gerald Putnam.

HONESTY AND FAIR DEALING

Each Archipelago Representative owes a duty to the Company to act with integrity. Accordingly, each Archipelago Representative must:



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Deceit
and subordination of principle are inconsistent with integrity. No Archipelago Representative should take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other unfair dealing practice.

CONFLICTS OF INTEREST

A "conflict of interest" occurs when an individual's private interest interferes or appears to interfere with the interests of the Company. A conflict of interest
can arise when an Archipelago Representative, either directly or through a family member or affiliate, takes actions or has interests that may make it difficult to perform his or her duties and
responsibilities to the Company objectively and effectively. Service to the Company should never be subordinated to personal gain and advantage. Conflicts of interest should, wherever possible, be
avoided.

In
particular, clear conflict of interest situations may include the following:



Archipelago
Representatives are expected to be conscientious and loyal in representing the Company and in using and conserving its resources. Archipelago Representatives are prohibited
from (a) taking for themselves personally opportunities that are discovered through the use of Company property, information or position (unless the Company has already been offered the
opportunity and turned it down); (b) using Company property, information or position for personal gain; and (c) competing with the Company. Archipelago Representatives owe a duty to the
Company to advance its legitimate interests when the opportunity to do so arises. They should not accept gifts or favors that could compromise their loyalty. In addition, except where credit is
extended as part of the ordinary course of business of the Company, loans to, or guarantees of personal obligations of, employees, officers or directors are prohibited.

Officers
and employees of Archipelago should always report potential conflicts of interest to supervisors or the Company's General Counsel, Kevin O'Hara. Each such conflict of interest
will be reviewed and a determination made whether, for the Company's protection, the parties involved should be requested to take action, as appropriate to the circumstances. Officers and employees
should consult the Control Policy for additional information regarding handling conflicts of interest.

Directors
should bring to the attention of and review with the Chair of the Corporate Governance and Nominating Committee, matters which they deem to constitute a conflict or the
appearance of a conflict. If the Chair determines a conflict could exist, the Chair shall refer the matter to the full committee for consideration. If the committee determines a conflict exists, the
matter shall be handled appropriately to eliminate the conflict, or shall be referred to the full Board to determine whether a waiver is appropriate. Potential conflict situations involving the Chair
of the Corporate Governance and Nominating Committee shall be reviewed by the Chair with the full committee.

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DISCLOSURE

Archipelago Representatives are expected to meet the highest standards of honesty, truthfulness and integrity in all communications. This applies in all our
dealings, both as a Company and in our relationships with each other. We will abide by the laws that govern the states and countries where the Company operates. The Company will provide a working
environment in which adherence to these high standards is clearly expected of all employees, and integrity is never compromised by pressures for immediate success.

To
maintain the integrity of our system of accounting and internal control, the Company's accounting and financial records must be valid, accurate and complete. All transactions should
be accurately and promptly recorded in the Company's books. The Chief Executive Officer, the Chief Financial Officer and other senior financial officers of the Company shall foster practices and
procedures which ensure compliance with all applicable laws and regulations, including the United States securities laws, regarding full, fair, accurate, timely and understandable disclosures of
Company information, and insider trading. In addition, each such person having direct or supervisory authority regarding these SEC filings or the Company's other public communications concerning its
general business, results, financial condition and prospects should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take
other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.

COMPLIANCE

It is the Company's policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each Archipelago Representative to
adhere to the standards and restrictions imposed by those laws, rules and regulations.

It
is against Company policy and in many circumstances illegal for an Archipelago Representative to profit from material nonpublic information relating to the Company or any other
company with which Archipelago does business or to disclose such material nonpublic information to others who may profit from it. No Archipelago Representative may purchase or sell: (a) any of
the Company's securities while in possession of material nonpublic information relating to the Company; or (b) securities of any other company with which the Company has business relations
while in possession of any material nonpublic information relating to that company.

Any
director, officer or employee who is uncertain about the legal rules involving a purchase or sale of any Company securities or any securities in companies that he or she is familiar
with by virtue of his or her work for the Company, should consult with the Company's General Counsel, Kevin O'Hara, before making any such purchase or sale.

PROTECTION OF COMPANY ASSETS

All employees should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's
profitability. All Company assets should be used for legitimate business purposes.

CONFIDENTIAL INFORMATION

Proper management of confidential information by Archipelago Representatives is very important to the Company. Loyalty to the Company includes a commitment not to
use or give to others trade secrets or confidential information belonging to the Company or belonging to others with whom the Company does business. Confidential information includes any information
not known to outsiders that has value to the Company or whose premature disclosure would help competitors or be harmful to the

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Company
or its customers. In addition, employees and directors are prohibited from using or attempting to use "inside" Company information for their own personal use, gain or advantage, or providing
or "tipping" it to others. Archipelago Representatives must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated.

REPORTING VIOLATIONS OF THE CODE OR APPLICABLE LAW

If any officer or employee becomes aware of actions that violate this Code or applicable laws, rules and regulations, they should contact either the Company's
Deputy General Counsel, Janet Angstadt, General Counsel, Kevin O'Hara, or Chief Financial Officer, Nelson Chai; directors should contact one of the above-named officers or the Chair of the Corporate
Governance Committee.

ACCOUNTABILITY FOR ADHERENCE TO THE CODE

Archipelago
Representatives will be held accountable for adherence to this Code. Archipelago Representatives who violate the Code will be subject to disciplinary action in accordance
with the terms of the Control Policy, including potential termination of their position with the Company, depending upon the particular circumstances involved.

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