SecProbe.io

March 18, 2014

Via E -mail
Gregory M. Woods
Executive Vice President, Deputy General Counsel
LPL Financial Holdings Inc.
75 State Street
Boston, Massachusetts  02109

Re: LPL Financial Holdings Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed March 12, 2014
File No. 1-34963

Dear Mr. Wood s:

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, w e may have  additional comments.

1. We note that the second proposal appears to concern two separate matters, declassifying
the Board of Directors and modifying the director removal provision.  Please revise to
unbundle this proposal into two pro posals.  See Exchange Act Rule 14a -4(a)(3).  For
guidance, refer to Question 101.02 of the Proxy Rules and Schedule 14A  Compliance and
Disclosure Interpretations , available on our website at:
http://www.sec.gov/divisions/corpfin/guidance/14a -interps.htm .

Gregory M. Woods
LPL Financial Holdings Inc.
March 18, 2014
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exc hange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of t he United States.

You may contact Alexandra M. Ledbetter, Attorney -Advisor, at (202) 551 -3317 or me at
(202) 551 -3830  with any questions .

Sincerely,

 /s/ Suzanne Hayes
Suzanne Hayes
Assistant Director

cc: Marko S. Zatylny, Ropes & Gray LLP