8-K

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

March 16, 2005
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 incorporation or organization)	(Commission file number)	(I.R.S. Employer 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communication pursuant to Rule 425 under the Securities Act (17. CFR 230.425)

oSoliciting material pursuant to Rule 14a-2 under the Exchange Act (17. CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17. CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17. CFR 240.13e-4(c))

Item 2.02 – Results of Operations and Financial Condition

On March 15, 2005 Investment Technology Group, Inc. issued a press release announcing that Investment Technology Group, Inc. has revised its results for the fourth quarter and full year 2004 to include the reversal of closedown costs of $576,000 that will not be expended and to reflect an $806,000 increase in its tax provision relating to a previous acquisition.  The net effect of these changes results in a decrease of $230,000 to net income for both the fourth quarter and full year 2004, while diluted earnings per share decreased $0.01 in the fourth quarter but remain unchanged for the full year 2004 at $0.96 due to rounding. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1Press release issued by Investment Technology Group, Inc. on March 15, 2005.

SIGNATURE

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.

		INVESTMENT TECHNOLOGY GROUP, INC.
		(Registrant)
Date:	March 16, 2005	By:	/s/ Howard C. Naphtali
			Howard C. Naphtali
			Chief Financial Officer and
			Duly Authorized Signatory of Registrant

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release by Investment Technology Group, Inc., dated as of March 15, 2005

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EX-99.1

Exhibit 99.1

ITG

FOR IMMEDIATE RELEASE

ITG TO LAUNCH JAPANESE SUBSIDIARY AND
ADJUST PRELIMINARY FOURTH QUARTER AND FULL YEAR
2004 RESULTS ON FORM 10K

NEW YORK, NY – March 15, 2005 –Investment Technology Group, Inc. (NYSE:ITG), a leading provider of technology-based equity trading and transaction research services to institutional investors, today announced that it would reinstate plans to commence onshore business operations in Japan.

In its January 27, 2005, earnings conference call, ITG announced that it had elected not to proceed with the project and would take a one-time charge against earnings of $665,000. The decision to reverse the course of action and proceed with opening a Japanese subsidiary was based on further analysis and the conviction that ITG would be able to construct an opportunity to operate in Japan with a lower expense structure than previously proposed while still achieving certain goals.

As a result of these actions, ITG has revised its results for the fourth quarter and full year 2004 to include the reversal of closedown costs of $576,000 that will not be expended. Additionally, ITG will be making a second adjustment to its fourth quarter and full year results to reflect an $806,000 increase to its tax provision relating to the accounting treatment for a tax benefit deriving from a previous acquisition. The net effect of these changes results in a decrease of $230,000 to net income for both the fourth quarter and full year 2004, while diluted earnings per share decreased $0.01 in the fourth quarter but remain unchanged for the full year 2004 at $0.96 due to rounding.

“Expansion into Japan will allow us to complete our international coverage and handle the global trading requirements of our customers,” stated Ray Killian, ITG’s Chairman, President and CEO. “We were able to reduce the initial investment costs by taking an incremental rather than full-footed approach.”

In solidifying its commitment to making the Japanese business successful, ITG has hired its first five Japanese employees to move forward with the business initiative.

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 helps clients to access liquidity, execute trades more

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efficiently and make better trading decisions. ITG generates superior trading results for its clients through three lines of business. POSITÒ, 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.

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; general economic conditions in the United States and elsewhere; 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and other documents filed with the Securities and Exchange Commission and available on the company’s web site.

Contacts:
Howard C. Naphtali	Maureen Murphy
Chief Financial Officer	Investor Relations
(212) 444-6160	(212) 444-6323

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