Edgar Filing: LABRANCHE & CO INC

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 ^*

HAYWARD ALFRED O JR

2. Issuer Name and Ticker or Trading Symbol
LABRANCHE & CO INC [LAB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO of LaBranche & Co LLC

(Last)

(First)

(Middle)

C/O LABRANCHE & CO INC., 120 BROADWAY 34TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2005

(Street)

NEW YORK, NY 10271

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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
"LAB" Common Stock	02/15/2005		J⁽¹⁾		359,293 ⁽¹⁾	D	⁽¹⁾	1,522,175	D

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HAYWARD ALFRED O JR C/O LABRANCHE & CO INC. 120 BROADWAY 34TH FLOOR NEW YORK, NY 10271	X		CEO of LaBranche & Co LLC

Signatures

Alfred O. Hayward, Jr		02/17/2005
^**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)	In February 2002, Reporting Person had entered into a prepaid forward contract with DECS Trust IX (the Trust) pursuant to which he deposited 359,293 shares of LAB Common Stock into the Trust for an aggregate of $24.24 per share. Concurrently therewith, the Trust publicly issued DECS securities, each of which entitled the holder to receive LAB Common Stock or cash upon termination of the Trust between February 15 and May 15, 2005, depending on the public trading price of LAB common stock at that time. Because the price of LAB Common Stock was less than $31.580 per share on February 15, 2005, the date the Trust terminated, each holder of a DECS was enititled to receive one share of LAB common stock, or the cash equivalent, for each DECS owned. Reporting Person, therefore, was required to deliver 359,273 shares of LAB Common Stock, or the cash equivalent, on February 15, 2005. Prior to February 15, 2005, Reporting Person continued to beneficially own these shares of LAB Common Stock.

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