UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                                     


                                    SCHEDULE 13G

                                    Under the Securities Exchange Act of 1934


                              Issuer-Archipelago Holdings, Inc.
                              
                            Securities Class-common stock

                                         CUSIP Number-03957A104

                             Event  Requiring Filing -August 2005

                              Filed pursuant to Rule 13d-1(b)

                             CUSIP  Number 03957A104
   
                              Reporter- Kinetics Asset Management, Inc.  
                              Tax ID#13-3878346
                                  
                               Place of Organization-New York

                                Number of Shares-sole voting power-2,618,750
                                Sole dispositive power-2,618,750
                                Amount beneficially owned-2,618,750
                                                              

                                Percent of Class represented by above-5.5%

                                 Type of Reporting Person-IA

Name of Issuer-Archipelago Holdindgs, Inc.
Address of Issuer-100 South Wacker Drive, Suite 1800, Chicago, Illinois, 60606
                                                                              
Name of Person Filing-Kinetics Asset Management, Inc.
Address -470 Park Avenue South, 4th Floor South, NY, NY, 10016
Citizenship-New York
 Securities Class-common stock

Filing re Section 240.13d-1(b) by investment 
adviser under Section 240.13d-1(b)(1)(ii)(E).
Amount beneficially owned-2,618,750
Percent of class-5.5% 
sole voting power-2,618,750 shares    
shared power to vote or direct the vote-0
sole power to dispose/direct the disposition-2,618,750
shared power to dispose/direct the disposition-0

Certification pursuant to Section 240.13d-1(b): 
 By signing below I certify that, to the 
best of my knowledge and belief, the securities 
referred to above
 were not acquired and 
are not held for the purpose of or with the effect of
 changing or influencing the control of 
the issuer of the securities and were not acquired 
and are not held in connection with or 
as a participant in any transaction 
having that purpose or effect.

After reasonable inquiry and to the best of
 my knowledge and belief, I certify that the 
information set forth in this statement is
 true, complete and correct.

Date-August 19, 2005
Signature-Andrew M. Fishman
Title-Compliance Officer