Mail Stop 4561
								September 23, 2005

Mr. Howard C. Naphtali
Chief Financial Officer
Investment Technology Group, Inc.
380 Madison Avenue
New York, New York 10017

Re:	Investment Technology Group, Inc.
	Form 10-K and 10-K/A for the fiscal year ended
	December 31, 2004
	Forms 10-Q for quarterly periods ended
	March 31, 2005 and June 30, 2005
      File No.  333-78309

Dear Mr. Naphtali:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Please respond to these comments and be as detailed as
necessary in your explanation.  In our comments, we may ask you to
provide us with more information so we may better understand your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


March 16, 2005 Form 8-K

1. We note that you revised your results for the fourth quarter
and
full year 2004 to reflect an $806,000 increase in your tax
provision
relating to a previous acquisition.  Please tell us the
acquisition
to which this additional tax provision relates, the circumstances
leading to your decision to record the additional tax provision,
and
how you determined the amount of the adjustment  Please confirm
that
this adjustment is reflected in your December 31, 2004 Form 10-K.



July 18, 2005 Form 8-K

2. Please tell us when you intend to file financial statements and
pro forma information for your acquisition of The MacGregor Group,
Inc.  Refer to Item 9.01 of Form 8-K.

      Please respond to this comment within ten business days or
tell
us when you will respond.  Please furnish a cover letter that keys
your response to our comment and provides any requested
information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
response to our comment.

	 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 all information required under
the Securities Exchange Act of 1934 and that they have provided
all
information investors require for an informed investment decision.
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 connection with responding to our comments, please
provide,
in writing, a 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
the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.











	You may contact Chris Harley at (202) 551-3695 or me at (202)
551-3449 if you have questions regarding our comment on the
financial
statements and related matters.



							Sincerely,


							Joyce Sweeney
							Branch Chief
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Mr. Howard C. Naphtali
Chief Financial Officer
Investment Technology Group, Inc.
September 23, 2005
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