8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                    FORM 8-K

                                 Current Report

                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                                September 3, 2002
                Date of Report (Date of earliest event reported)


                        INVESTMENT TECHNOLOGY GROUP, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                     0-23644                 95-2848406
(State or other jurisdiction of  (Commission file number)     (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                               380 Madison Avenue
                            New York, New York 10017
                    (Address of principal executive offices)

                                 (212) 588-4000
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)



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Item 2.   Acquisition or Disposition of Assets.


     On September 3, 2002, Indigo Acquisition Corp. ("Merger Sub"), a wholly
owned subsidiary of Investment Technology Group, Inc. ("ITG"), merged with and
into Hoenig Group Inc. ("Hoenig"), with Hoenig surviving the merger. The merger
was completed pursuant to the agreement and plan of merger between ITG, Merger
Sub and Hoenig entered into as of February 28, 2002 and amended on July 2, 2002.
Hoenig provides trade execution, independent research and client service to
professional money managers and alternative investment funds throughout the
world, with offices in the New York City area, London and Hong Kong.

     As consideration in the merger, the shareholders of Hoenig received $11.35
per share in cash and retain the contingent right to payment of a proportional
amount from an escrow account. The purpose of the escrow is to fund the
continued pursuit of certain insurance and other claims relating to the trading
loss and unauthorized trading activity at Hoenig's U.K. subsidiary announced on
May 9, 2002. Each holder of a Hoenig share or stock option at closing has the
non-transferable right to receive in cash a proportional amount of any future
recovery on the claims, net of expenses and taxes, plus any unused portion of
the amounts remaining from the initial escrow funding.



Item 7.   Financial Statements and Exhibits.


     (c) Exhibits. See Exhibit Index.








                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:   September 3, 2002


                             INVESTMENT TECHNOLOGY GROUP, INC


                             By:      /s/ Howard C. Naphtali
                                      -------------------------
                             Name:    Howard C. Naphtali
                             Title:   Chief Financial Officer












                                  EXHIBIT INDEX



Exhibit No.          Description

99.1                 Press Release dated September 3, 2002

EX-99.1

[COMPANY'S LOGO]                                                     HOENIG

Contact:
Howard C. Naphtali
Chief Financial Officer
(212) 444-6160



                       ITG Completes Acquisition of Hoenig
           Transaction Expands ITG's Range into the Hedge Fund Market

     NEW YORK, NY, September 3, 2002 - Investment Technology Group, Inc. ("ITG")
(NYSE: ITG), a leading provider of technology based equity trading services,
today announced that it has completed the acquisition of Hoenig Group Inc.
("Hoenig"), a leading provider of trade execution and research services to
alternative investment funds.

     Under the terms of the merger agreement dated February 28, 2002 and amended
on July 2, 2002, ITG acquired Hoenig for $105 million with Hoenig shareholders
receiving $11.35 per share and a contingent payment right entitling them to a
pro rata share of the amount, if any, recovered (after taxes and expenses) on
certain insurance and other claims related to the previously announced trading
loss and unauthorized trading activity at Hoenig's United Kingdom subsidiary.
Approximately $2.4 million, or $0.23 per share, was placed in escrow to fund the
continued pursuit of these claims on behalf of Hoenig shareholders and option
holders, with any unexpended amounts to be paid pro rata to holders of
contingent payment rights, upon termination of the escrow.

"This acquisition accelerates our growth strategy in the hedge fund market with
an established and expanding high-quality client base," said Robert J. Russel,
ITG's Chief Executive Officer. "The combination of Hoenig's hedge fund expertise
and ITG's proven trading technology should position us to achieve attractive
growth rates."



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                                                                          Page 2


     Hoenig will be a wholly owned subsidiary of ITG with its U.S. operations
reporting to newly named CEO Steven Sorice. Mr. Sorice joined ITG in 1994 and
has been a Managing Director and Co-Head of Sales and Trading since 1999.
"Combining ITG's pre- and post-trade analytical tools and advanced direct access
capabilities with Hoenig's highly respected expertise in hedge fund customer
service and trade execution will provide the institutional marketplace with a
powerful suite of products that are second to none in our industry. Our
collective efforts will enable our customers to enhance execution performance in
these challenging market conditions," stated Mr. Sorice.

     Hoenig's operations in London will be integrated into ITG's European
business under the supervision of Alasdair Haynes, ITG Europe's Chief Executive
Officer. Hoenig's Hong Kong subsidiary will become part of ITG's Asian
operations, under the supervision of Greg Robinson, ITG Australia's Chief
Executive Officer.

About ITG

     ITG is headquartered in New York with offices in Boston, Los Angeles,
Dublin, Hong Kong, London, Melbourne, Sydney, Tel Aviv and Toronto. As a leading
provider of technology-based equity-trading services and transaction research to
institutional investors and brokers, ITG services help clients to access
liquidity, execute trades more efficiently, and make better trading decisions.
ITG generates superior trading results for its clients through three lines of
business. POSIT(R), the world's largest equity matching system, allows clients
to trade confidentially. The Electronic Trading Desk is recognized as one of the
leading program trading operations in the U.S. ITG's leading-edge Client Site
Trading Products allow users to implement their own trading strategies by
providing direct electronic access to most sources of market liquidity. For
additional information, visit http://www.itginc.com.



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                                                                          Page 3


In addition to historical information, this press release may contain
"forward-looking" statements, as defined in the Private Securities Litigation
Reform Act of 1995, that reflect management's expectations for the future. A
variety of important factors could cause results to differ materially from such
statements. These factors include the Company's ability to achieve expected
future levels of sales; the actions of both current and potential new
competitors; rapid changes in technology; financial market volatility; risk that
the conditions to the closing of the Hoenig acquisition will not be satisfied;
general economic conditions, internationally or nationally; evolving industry
regulation; cash flows into or redemption from equity funds; effects of
inflation; customer trading patterns; and new products and services. These and
other risks are described in greater detail in the Company's filings with the
Securities and Exchange Commission including those on forms 10-K and 10-Q.



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