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

May 5, 2003
Date of Report (Date of earliest event reported)

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

Delaware (State or Other Jurisdiction of Incorporation or organization)	0-23644 (Commission file number)	95-2848406 (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)

Item 5. Other Events

        On May 5, 2003, Investment Technology Group, Inc. issued a press release announcing trading statistics for the month ended April 25, 2003. A copy of this press release is attached hereto as Exhibit 99.1.

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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:  May 5, 2003	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 May 5, 2003

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Item 5. Other Events

SIGNATURE

EX-99.1

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Exhibit 99.1

ITG Releases April 2003 Trading Statistics

        NEW YORK, NY, May 5, 2003—Investment Technology Group, Inc. ("ITG") (NYSE: ITG) today announced that U.S. trading volume was 1.2 billion shares for the month ended April 25, 2003, averaging 62 million shares per day. This compares to 1.5 billion shares (73.4 million per day) in March 2003 and 1.9 billion shares (95.3 million per day) in April 2002.

        For the month ended April 25, 2003, U.S. trading volumes were 338 million shares for POSIT®, 619 million shares for Client-Site Trading Products, and 222 million shares for the Electronic Trading Desk. This data excludes all operations outside the United States and excludes statistics for Hoenig & Co., Inc., which ITG acquired on September 3, 2002. There were 19 trading days in April 2003, compared to 20 trading days in March 2003 and 20 trading days in April 2002.

        Monthly volume statistics are preliminary and, accordingly, may be revised in subsequent updates and public filings. Volume statistics are posted on ITG's web site, http://www.itginc.com, and are also available via a downloadable spreadsheet file.

ITG U.S. Trading Activity

Total U.S. Shares	# of Trade Days	POSIT	Client Site Trading Products	Electronic Trading Desk	Total U.S. Volume	Average U.S. Daily Volume
April:	19	337,501,780	618,672,000	221,603,756	1,177,777,536	61,988,291
Year-to-Date:	79	1,612,599,085	2,737,716,672	1,085,148,668	5,435,464,425	68,803,347

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's 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®, 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, 2002 and other documents filed with the Securities and Exchange Commission and available on the company's web site.

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Exhibit 99.1