SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

                           Schedule 13G


            Under the Securities Exchange Act of 1934
                        (Amendment No. 2)*


                INVESTMENT TECHNOLOGY GROUP, INC.
            _______________________________________
                         (Name of Issuer)


                           Common Stock
             _______________________________________
                  (Title of Class of Securities)


                            461450108
             _______________________________________
                          (CUSIP Number)


Check the following box if a fee is being paid with this
statement _______.  (A fee is not required only if the filing
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.)  (See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).

                 (Continued on following page(s))

                        Page 1 of 6 Pages

<PAGE>
CUSIP NO. 461450108            13G       Page 2 of 6 Pages

1   Name of Reporting Person
    S.S. or I.R.S. Identification No. of Above Person

    T. ROWE PRICE ASSOCIATES, INC.
    52-0556948

2   Check the Appropriate Box if a Member of a Group*

                                                      (a) ____
    NOT APPLICABLE                                    (b) ____

3   SEC Use Only

    ______________________________

4   Citizenship or Place of Organization

    MARYLAND

Number of     5  Sole Voting Power
    **
Shares           6,400 

Beneficially  6  Shared Voting Power
    **
Owned By Each    -0-

Reporting     7  Sole Dispositive Power
    **
Person           1,332,100

With          8  Shared Dispositive Power

       -0-

9   Aggregate Amount Beneficially Owned by Each Reporting Person

    1,332,100

10  Check Box if the Aggregate Amount in Row (9) Excludes Certain
    Shares*

    NOT APPLICABLE

11  Percent of Class Represented by Amount in Row 9

    7.2%

12  Type of Reporting Person*

    IA
               *SEE INSTRUCTION BEFORE FILLING OUT!
         **Any shares reported in Items 5 and 6 are also
                       reported in Item 7.

<PAGE>
CUSIP NO. 461450108            13G       Page 3 of 6 Pages

1   Name of Reporting Person
    S.S. or I.R.S. Identification No. of Above Person

    T. ROWE PRICE SCIENCE AND TECHNOLOGY FUND, INC.
    52-1533832

2   Check the Appropriate Box if a Member of a Group*

                                                      (a) ____
    NOT APPLICABLE                                    (b) ____

3   SEC Use Only

    ______________________________

4   Citizenship or Place of Organization

    Maryland

Number of     5  Sole Voting Power
    **
Shares           800,000

Beneficially  6  Shared Voting Power
    **
Owned By Each    NONE

Reporting     7  Sole Dispositive Power
    **
Person           NONE

With          8  Shared Dispositive Power

              NONE

9   Aggregate Amount Beneficially Owned by Each 
    Reporting Person

    800,000

10  Check Box if the Aggregate Amount in Row (9) Excludes Certain
    Shares*

    NOT APPLICABLE

11  Percent of Class Represented by Amount in Row 9

    4.3%

12  Type of Reporting Person*

    IV
               *SEE INSTRUCTION BEFORE FILLING OUT!
**The aggregate amount reported on this page is also included in
the aggregate amount reported by T. Rowe Price Associates, Inc.
on page 2 of this Schedule 13G.

<PAGE>
SCHEDULE 13G
PAGE 4 OF 6

Item 1(a)     Name of Issuer:

    Reference is made to page 1 of this Schedule 13G

Item 1(b)     Address of Issuer's Principal Executive Offices:

    900 Third Avenue, New York, New York 10022

Item 2(a)     Name of Person(s) Filing:

    (1)  T. Rowe Price Associates, Inc. ("Price
         Associates")

    (2)  T. Rowe Price Science and Technology Fund, Inc.

  X Attached as Exhibit A is a copy of an agreement between
    the Persons Filing (as specified hereinabove) that this
    Schedule 13G is being filed on behalf of each of them.

Item 2(b)     Address of Principal Business Office:

    100 E. Pratt Street, Baltimore, Maryland 21202

Item 2(c)     Citizenship or Place of Organization:

    (1)  Maryland

    (2)  Maryland

Item 2(d)     Title of Class of Securities:

    Reference is made to page 1 of this Schedule 13G

Item 2(e)     CUSIP Number:  461450108

Item 3   The person filing this Schedule 13G is an:

  X Investment Adviser registered under Section 203 of the
    Investment Advisers Act of 1940

  X Investment Company registered under Section 8 of the
    Investment Company Act of 1940

Item 4   Reference is made to Items 5-11 on page 2 of this
         Schedule 13G.

<PAGE>
SCHEDULE 13G
PAGE 5 OF 6

Item 5    Ownership of Five Percent or Less of a Class.

    This statement is being filed to report the fact that, as
    of the date of this report, T. Rowe Price Science and
    Technology Fund, Inc. has ceased to be the beneficial
    owner of more than five percent of the class of
    securities.

    This Item 5 is not applicable with respect to Price
    Associates.

Item 6    Ownership of More than Five Percent on Behalf of Another
          Person

    (1)   Price Associates does not serve as custodian of the
          assets of any of its clients; accordingly, in each
          instance only the client or the client's custodian or
          trustee bank has the right to receive dividends paid
          with respect to, and proceeds from the sale of, such
          securities.

      The ultimate power to direct the receipt of dividends
      paid with respect to, and the proceeds from the sale
      of, such securities, is vested in the individual and
      institutional clients which Price Associates serves as
      investment adviser.  Any and all discretionary
      authority which has been delegated to Price Associates
      may be revoked in whole or in part at any time.

      Except as may be indicated if this is a joint filing
      with one of the registered investment companies
      sponsored by Price Associates which it also serves as
      investment adviser ("T. Rowe Price Funds"), not more
      than 5% of the class of such securities is owned by
      any one client subject to the investment advice of
      Price Associates.

    (2)   With respect to securities owned by any one of the T.
          Rowe Price Funds, only State Street Bank and Trust
          Company, as custodian for each of such Funds, has the
          right to receive dividends paid with respect to, and
          proceeds from the sale of, such securities.  No other
          person is known to have such right, except that the
          shareholders of each such Fund participate
          proportionately in any dividends and distributions so
          paid.

Item 7    Identification and Classification of the Subsidiary Which
          Acquired the Security Being Reported on By the Parent
          Holding Company.

    Not Applicable.

Item 8    Identification and Classification of Members of the Group.

    Not Applicable.

<PAGE>
SCHEDULE 13G
PAGE 6 OF 6

Item 9  Notice of Dissolution of Group.

    Not Applicable.

Item 10 Certification.

    By signing below I (we) certify that, to the best of my
    (our) knowledge and belief, the securities referred to
    above were acquired in the ordinary course of business
    and were not acquired for the purpose of and do not have
    the effect of changing or influencing the control of the
    issuer of such securities and were not acquired in
    connection with or as a participant in any transaction
    having such purpose or effect.  T. Rowe Price
    Associates, Inc. hereby declares and affirms that the
    filing of Schedule 13G shall not be construed as an
    admission that Price Associates is the beneficial owner
    of the securities referred to, which beneficial
    ownership is expressly denied.

                            Signature.

    After reasonable inquiry and to the best of my (our)
    knowledge and belief, I (we) certify that the
    information set forth in this statement is true,
    complete and correct.


Dated: February 14, 1997          Dated: February 14, 1997


T. ROWE PRICE SCIENCE AND         T. ROWE PRICE ASSOCIATES, INC.
  TECHNOLOGY FUND, INC.


By: ______________________        By: ______________________
    Carmen F. Deyesu,                 Henry H. Hopkins,
    Treasurer                         Managing Director


Note:   This Schedule 13G, including all exhibits, must be filed
        with the Securities and Exchange Commission, and a copy
        hereof must be sent to the issuer by registered or
        certified mail and to the principal national securities
        exchange on which the security is listed not later than
        February 14th following the calendar year covered by the
        statement or within the time specified in Rule 13d-1(b)(2), 
        if applicable.

12/31/96

<PAGE>
                                                        EXHIBIT A


                            AGREEMENT

                   JOINT FILING OF SCHEDULE 13G


    T. Rowe Price Associates, Inc. (an investment adviser
registered under the Investment Advisers Act of 1940) and T. Rowe
Price Science and Technology Fund, Inc., a Maryland corporation,
hereby agree to file jointly the statement on Schedule 13G to
which this Agreement is attached, and any amendments thereto
which may be deemed necessary, pursuant to Regulation 13D-G under
the Securities Exchange Act of 1934.

    It is understood and agreed that each of the parties hereto
is responsible for the timely filing of such statement and any
amendments thereto, and for the completeness and accuracy of the
information concerning such party contained therein, but such
party is not responsible for the completeness or accuracy of
information concerning the other party unless such party knows or
has reason to believe that such information is inaccurate.

    It is understood and agreed that a copy of this Agreement
shall be attached as an exhibit to the statement on Schedule 13G,
and any amendments hereto, filed on behalf of each of the parties
hereto.


Dated: February 14, 1997          Dated: February 14, 1997


T. ROWE PRICE SCIENCE AND         T. ROWE PRICE ASSOCIATES, INC.
  TECHNOLOGY FUND, INC.


By: ______________________        By: ______________________
    Carmen F. Deyesu,                 Henry H. Hopkins,
    Treasurer                         Managing Director





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