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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

                         Date of Report: November 13, 2001

                Date of Earliest Event Reported: November 13, 2001

                       INVESTMENT TECHNOLOGY GROUP, INC.

          Delaware                    0-23644               95-2848406
         (State of               (Commission File         (IRS Employer
       Incorporation)                 Number)             Identification
                                                                Number)

                               380 Madison Avenue
                            New York, New York 10017
               (Address of principal executive office) (Zip Code)


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

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ITEM 5.       OTHER EVENTS

On November 13, 2001, Investment Technology Group, Inc. issued the press release
attached hereto as Exhibit 99.1 and incorporated by reference herein.


ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

EXHIBIT DESCRIPTION

99.1   Press Release issued by Investment Technology Group, Inc. on 
       November 13, 2001.



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.


Dated:  NOVEMBER 13, 2001          INVESTMENT TECHNOLOGY GROUP, INC.
        -----------------


                                    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 issued by Investment Technology Group, Inc. 
                  on November 13, 2001.






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ITG

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


FOR IMMEDIATE RELEASE            Contact:         Howard C. Naphtali
                                                  Chief Financial Officer
                                                  (212) 588-4160


                     ITG ANNOUNCES THREE-FOR-TWO STOCK SPLIT



         NEW YORK, NOVEMBER 13, 2001 -- Investment Technology Group, Inc. 
(NYSE: ITG), a leading provider of technology-based equity trading services, 
today announced that its Board of Directors approved a three-for-two stock 
split. The split is effective on December 7, 2001, for shareholders of record 
at the close of business on November 23, 2001. The first day the stock will 
trade at the new value is December 10, 2001.
         In lieu of issuing fractional shares, shareholders will receive a cash
payment based on the average of the high and low sales prices of the common
stock on the record date. This is the first stock split since ITG was spun off
from Jefferies Group, Inc. on April 28, 1999. Once the split is completed, ITG
will have approximately 48.6 million common shares outstanding.
         "Given the doubling in ITG's share price since early December 2000, the
split should help broaden the distribution of ITG stock and enhance liquidity,"
stated Raymond L. Killian, Jr., Chairman, President and Chief Executive Officer
of ITG. "We believe
 that ITG's share price growth in a weak market reflects the
resilience that our unique technology-driven trading model has demonstrated
through the wide range of market conditions over the past year. The stock split
reflects our confidence that the ITG model will continue to perform strongly for
the foreseeable future."

ABOUT ITG
         ITG is headquartered in New York with offices in Boston, Los Angeles,
Dublin, 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(R), the world's largest equity matching system,

                                    - more -



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ITG ANNOUNCES THREE-FOR-TWO STOCK SPLIT                                 Page 2


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 products allow users to implement their own trading
strategies by providing direct electronic access to most sources of market
liquidity. For additional information, visit 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, INTERNATIONALLY OR NATIONALLY; 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 FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION INCLUDING THOSE ON FORMS 10-K AND 10-Q.



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