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

July 17, 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 12. Results of Operations and Financial Condition (provided under "Item 9. Regulation FD Disclosure")

        In accordance with SEC Release No. 33-8216, the following information, intended to be furnished under "Item 12. Results of Operations and Financial Condition", is instead furnished under "Item 9. Regulation FD Disclosure".

        The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

        On July 17, 2003, Investment Technology Group, Inc. issued a press release announcing financial results for the quarter ended June 27, 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: July 28, 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 July 17, 2003

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Item 12. Results of Operations and Financial Condition (provided under "Item 9. Regulation FD Disclosure")

SIGNATURE
EXHIBIT INDEX

EX-99.1

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Exhibit 99.1

Investment Technology Group, Inc. 380 Madison Avenue, New York, NY 10017 (212) 588-4000

FOR IMMEDIATE RELEASE
  
Contacts:
Howard C. Naphtali
Chief Financial Officer
(212) 444-6160   
  
  
Elise Wilkinson
Director of Investor Relations
(212) 444-6245

ITG REPORTS SECOND QUARTER RESULTS
STRONG OPERATING LEVERAGE ON RECENT VOLUME RECOVERY

New York, NY, July 17, 2003—Investment Technology Group, Inc. (NYSE: ITG), a leading provider of technology-based equity trading services, today announced that for the second quarter ended June 27, 2003, revenues were $88.6 million, net income was $11.8 million and diluted earnings per share were $0.25.

An improved institutional trading environment in May and June led to an increase of 21% in revenues, 82% in net income and 79% in diluted earnings per share compared to the first quarter of 2003. However, compared to last year's second quarter during which ITG achieved record U.S. trading volumes (and which preceded ITG's acquisition of Hoenig in September 2002), revenues, net income and diluted earnings per share decreased 11%, 43% and 40% respectively.

"While we are encouraged by the recent increase in trading volumes, we maintain a cautious outlook in the current environment as significant economic uncertainty remains," said Robert J. Russel, ITG President and Chief Executive Officer. "Our second quarter profit growth reflects improvement over first quarter performance in all domestic and international business units, and clearly illustrates the leverage built into our business model which can benefit us as the market recovers. In the meantime, we will continue to enhance our product offering to maintain strong market share, diversify our client base and manage our cost structure."

Compared to the first quarter of 2003, revenues per trading day were up in all three business lines. POSIT® increased by 32%, the Electronic Trading Desk by 11% and Client-Site Trading Products by 1%. Revenue per trading day compared to last year's second quarter declined 16% for POSIT and 35% for Client-Site Trading Products, while increasing 35% for the Electronic Trading Desk due to ITG's acquisition of Hoenig in September 2002.

Performance of ITG's international operations was significantly improved. Record revenues of $14.5 million represented a 41% increase over the $10.3 million for the prior year period. European revenues climbed to $6.2 million in the second quarter of 2003 versus $5.1 million in the second quarter of 2002. Second quarter revenues in Canada were a record $5.6 million compared to $3.7 million in the prior year period. Revenues in Australia were $1.5 million, unchanged from the prior year period while revenues in Asia (where ITG commenced trading in the second quarter of 2002) were $1.2 million.

Pre-tax losses from international operations were reduced by more than 50% to $1.2 million for the second quarter of 2003 ($0.03 per share) versus $2.7 million ($0.06 share) in the previous quarter. International pre-tax losses in the second quarter of 2002 were $2.3 million ($0.05 per share).

Excluding Hoenig, ITG's total U.S. trading volume was almost 5.0 billion shares (averaging 79.1 million shares per trading day) compared to 4.3 billion shares in the first quarter of 2003 (averaging 71.0 million shares per trading day) and 6.5 billion shares in the second quarter of 2002 (averaging 100.9 million shares per trading day). On a consolidated basis including both Hoenig and international operations, ITG's total trading volume was 10.2 billion shares for the second quarter of 2003 compared to 8.7 billion shares for the second quarter of 2002 and 8.2 billion shares in the first quarter of 2003.

For ITG overall, pre-tax margins were 23% compared to 17% in the first quarter of 2003 and 36% in second quarter 2002. In the U.S., ITG's pre-tax margins of 29% were up from the trailing quarter's level of 26% but down from 43% a year ago due to the reduction in trading activity. Reflecting operating leverage similar to that of ITG, Hoenig's pre-tax margins increased to 30% versus 12% in the first quarter of 2003.

Year-To-Date Results

For the six months ended June 27, 2003, revenues decreased 18% over the prior year period to $162.2 million, net income decreased 57% to $18 million and diluted earnings per share decreased 55% to $0.39.

Conference Call

ITG has scheduled a conference call today at 11:00 a.m. EDT to discuss second quarter results. Those wishing to listen to the call should dial (800) 314-7867 at least 10 minutes prior to the start of the call to ensure connection. For those unable to listen to the live broadcast of the call, a week-long replay will be available by dialing 888-203-1112 and entering the pass code 246504, and a two week-long replay will be available on ITG's website at http://www.itginc.com starting approximately 2 hours after the completion of the call.

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, 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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INVESTMENT TECHNOLOGY GROUP, INC.
Consolidated Statements of Income (unaudited)
(In thousands, except per share amounts)

				Three Months Ended				Six Months Ended
				June 27, 2003		June 30, 2002		June 27, 2003		June 30, 2002
Revenues:
	Commissions:
		POSIT		$	34,343	$	41,600	$	59,063	$	88,186
		Electronic Trading Desk			31,791		23,880		59,123		46,916
		Client Site Direct Access			20,128		31,410		39,124		57,422
	Other				2,380		2,508		4,843		4,612
			Total revenues		88,642		99,398		162,153		197,136
Expenses:
	Compensation and employee benefits				30,438		29,474		59,206		55,635
	Transaction processing				11,965		11,664		22,059		23,572
	Software royalties				4,530		5,387		7,646		11,308
	Occupancy and equipment				8,093		6,851		15,755		13,132
	Telecommunications and data processing services				4,757		4,040		9,247		8,286
	Other general and administrative				8,746		6,196		15,886		11,633
			Total expenses		68,529		63,612		129,799		123,566
Income before income tax expense					20,113		35,786		32,354		73,570
Income tax expense					8,298		14,985		14,050		30,601
Net income				$	11,815	$	20,801	$	18,304	$	42,969
Earnings per share:
Basic				$	0.25	$	0.43	$	0.39	$	0.88
Diluted				$	0.25	$	0.42	$	0.39	$	0.87
Basic weighted average number of common shares outstanding					47,227		48,941		47,282		48,917
Diluted weighted average number of common shares outstanding					47,237		49,597		47,296		49,659

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INVESTMENT TECHNOLOGY GROUP, INC.
Consolidated Statements of Financial Condition
(In thousands, except share amounts)

		June 27, 2003			December 31, 2002
		(unaudited)
Assets
Cash and cash equivalents		$	195,169		$	180,970
Cash restricted or segregated under regulations and other			13,078			12,302
Securities owned, at fair value			83,559			75,644
Receivables from brokers, dealers and other, net			302,788			159,293
Investments in limited partnerships			26,653			26,104
Premises and equipment			24,664			28,999
Capitalized software			8,035			6,582
Goodwill and other intangibles			82,531			82,567
Deferred taxes			9,929			9,740
Other assets			12,016			12,053
Total assets		$	758,422		$	594,254
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable and accrued expenses		$	89,358		$	83,350
Payables to brokers, dealers and other			273,432			139,138
Software royalties payable			4,753			4,122
Securities sold, not yet purchased, at fair value			176			37
Income taxes payable			16,633			11,098
	Total liabilities		384,352			237,745
Commitments and contingencies
Stockholders' Equity:
Preferred stock, par value $0.01; shares authorized: 1,000,000; shares issued: none			—			—
Common stock, par value $0.01; shares authorized: 100,000,000; shares issued: 51,237,705 and 51,220,201 at June 27, 2003 and December 31, 2002, respectively			512			512
Additional paid-in capital			156,030			155,085
Retained earnings			310,329			292,025
Common stock held in treasury, at cost; shares: 3,996,583 and 3,689,722 at June 27, 2003 and December 31, 2002, respectively			(96,882	)		(92,471	)
Accumulated other comprehensive income:
	Currency translation adjustment		4,081			1,358
	Total stockholders' equity		374,070			356,509
Total liabilities and stockholders' equity		$	758,422		$	594,254

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Exhibit 99.1

ITG REPORTS SECOND QUARTER RESULTS STRONG OPERATING LEVERAGE ON RECENT VOLUME RECOVERY
INVESTMENT TECHNOLOGY GROUP, INC. Consolidated Statements of Income (unaudited) (In thousands, except per share amounts)
INVESTMENT TECHNOLOGY GROUP, INC. Consolidated Statements of Financial Condition (In thousands, except share amounts)