8-K

UNITED STATES
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

December 21, 2006 (December 19, 2006)

Date of Report (Date of earliest event reported)

INVESTMENT TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32722		95-2848406
(State or other jurisdiction of	(Commission File Number)		(IRS Employer Identification No.)
incorporation)
380 Madison Avenue		10017
New York, New York		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code:  (212) 588-4000.

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:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 1.01—Entry Into a Material Definitive Agreement.

A brief description of the material terms and conditions of an amendment to the employment agreement entered into between Investment Technology Group, Inc. (the “Company”) and Raymond L. Killian, Jr. on December 19, 2006 is set forth below.

Amendment to Raymond L. Killian, Jr. Employment Agreement

On December 19, 2006, the Company and Raymond L. Killian, Jr. entered into an amendment to Mr. Killian’s employment agreement dated as of October 1, 2004 (the “Killian Agreement”) pursuant to which the parties agreed that the term of the Killian Agreement will be extended through March 31, 2007 and that effective January 1, 2007 in lieu of the compensation contemplated by certain terms of the Killian Agreement, and any other cash or equity compensation for which Mr. Killian may be eligible, Mr. Killian’s compensation for the period from January 1, 2007 to March 31, 2007 will be 25% of the cash compensation paid to Mr. Killian by the Company for the 2006 calendar year.   This change in compensation will not trigger Mr. Killian’s right to any severance benefits under the Killian Agreement.

A copy of the amendment to the Killian Agreement is attached as Exhibit 10.1 to this current report on Form 8-K.

Item 9.01—Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number	Description
10.1	Amendment dated December 19, 2006 to Employment Agreement between Investment Technology Group, Inc. and Raymond L. Killian, Jr. dated October 1, 2004

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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.

	INVESTMENT TECHNOLOGY GROUP, INC.
Dated: December 21, 2006	By:	/s/ P. Mats Goebels
		P. Mats Goebels
		Managing Director, General Counsel & Secretary, and Duly Authorized Signatory of Registrant

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	Amendment dated December 19, 2006 to Employment Agreement between Investment Technology Group, Inc. and Raymond L. Killian, Jr. dated October 1, 2004

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EX-10.1

Exhibit 10.1

AMENDMENT TO

RAYMOND L. KILLIAN, JR. EMPLOYMENT AGREEMENT

This AMENDMENT is made and entered into as of December 19, 2006, by and between Investment Technology Group, Inc. (the “Company”) and Raymond L. Killian, Jr. (the “Executive”).

WHEREAS, the Company and the Executive previously entered into an employment agreement dated as of October 1, 2004 (the “Employment Agreement”); and

WHERAS, the parties previously amended the Employment Agreement to reflect that, effective October 4, 2006, the Executive’s position with the Company changed from Chief Executive Officer and President to Chairman; and

WHEREAS, the parties now wish to amend the Employment Agreement to reflect certain changes to the term of the Employment Agreement and the level of the Executive’s compensation thereunder.

NOW, THEREFORE, the parties mutually acknowledge and agree that the Employment Agreement is hereby amended as follows:

1.             Notwithstanding any provision of Section 2.01 or Section 5.01 of the Employment Agreement to the contrary, effective as of the date hereof, the Employement Period (as defined in the Employment Agreement) is hereby amended to terminate on March 31, 2007.

2.             Effective January 1, 2007, in lieu of the compensation contemplated by Sections 4.01, 4.02 and 4.07 of the Employment Agreement, and any other cash or equity compensation for which the Executive may be eligible, the Executive hereby agrees that the only compensation to which he will be entitled to receive for the period from January 1, 2007 through March 31, 2007 shall be 25% of the cash compensation paid to the Executive by the Company for the 2006 calendar year.

3.             In no event shall the foregoing changes trigger the Executive’s right to any severance benefits under Section 5.02 of the Employment Agreement.

4.             In all respects not amended, the Employment Agreement is hereby ratified and affirmed.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company and the Executive have caused this Amendment to be executed as of the day and year first set forth above.

INVESTMENT TECHNOLOGY GROUP, INC.
By:	/s/ Maureen O’Hara
	Maureen O’Hara
	Lead Director
EXECUTIVE:
By:	/s/ Raymond L. Killian, Jr.
	Raymond L. Killian, Jr.