SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                  --------------------------------------------

                                  SCHEDULE 13D
           Under the Securities Exchange Act of 1934 (Amendment No. )*

                                Hoenig Group Inc.
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                                (Name of Issuer)

                          Common Stock, par value $0.01
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                         (Title of Class of Securities)

                                    434396107
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                                 (CUSIP Number)

                              P. Mats Goebels, Esq.
                        Investment Technology Group, Inc.
                               380 Madison Avenue
                            New York, New York 10017
                                 (212) 588-4000

                  Please send copies of all communications to:

                             Cahill Gordon & Reindel
                                 80 Pine Street
                            New York, New York 10005
                       Attention: Daniel J. Zubkoff, Esq.
                                 (212) 701-3000

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            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)


                                February 28, 2002
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             (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.

*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
disclosures provided in a prior cover page.

The information required on 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).




<PAGE>



CUSIP No. 434396107
------------------- ------------------------------------------------------------
1    NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 
     (entities only)

     Investment Technology Group, Inc.
     I.R.S. Employer Identification No. 95-2848406
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2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
     (a)[ ]
     (b)[ ]
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3    SEC USE ONLY
--------------------------------------------------------------------------------
4    SOURCE OF FUNDS (See Instructions)

     OO
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5    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)
     [ ]
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6    CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware
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                    7      SOLE VOTING POWER

    Number of              0
                    ------------------------------------------------------------
      Shares        8      SHARED VOTING POWER
Beneficially Owned
                           3,069,970 (including options to purchase 50,000 
                           shares)
                    ------------------------------------------------------------
     by Each        9      SOLE DISPOSITIVE POWER
    Reporting
   Person With             0
                    ------------------------------------------------------------
                    10     SHARED DISPOSITIVE POWER

                           3,069,970 (including options to purchase 50,000 
                           shares)
------------------- ------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON
     3,069,970 (including options to purchase 50,000 shares)
--------------------------------------------------------------------------------
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 
     (See Instructions)
     [   ]
--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     38.6%
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON (See Instructions)
     CO
--------------------------------------------------------------------------------




<PAGE>



Item 1.  Security and Issuer.

     This statement on Schedule 13D relates to the common stock, par value $0.01
per share (the "Common Stock"), of Hoenig Group Inc. ("Hoenig"), and is being
filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The address of the principal executive office of
Hoenig is 4 International Drive, Rye Brook, New York 10573.

Item 2.  Identity and Background.

     (a) This statement on Schedule 13D is being filed by Investment Technology
Group, Inc. ("ITG"), a Delaware corporation. The name of each director and
executive officer of ITG is set forth in Schedule I to this Schedule 13D.

     (b) The address of ITG is 380 Madison Avenue, New York, New York 10017. The
address of each director and executive officer of ITG is set forth in Schedule I
to this Schedule 13D.

     (c) ITG, through its subsidiaries, provides equity-trading services and
transaction research to institutional investors and brokers. Set forth in
Schedule I to this Schedule 13D is the present principal occupation or
employment of each director and executive officer of ITG and the name, principal
business and address of any corporation or other organization in which such
employment is conducted.

     (d) During the last five years, neither ITG nor, to ITG's knowledge, any
person named in Schedule I to this Schedule 13D, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).

     (e) During the last five years, neither ITG nor, to ITG's knowledge, any
person named in Schedule I to this Schedule 13D, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.

     (f) All of the directors and executive officers of ITG are citizens of the
United States, except J. William Burdett, a director of ITG, who is an
Australian citizen.

Item 3.  Source and Amount of Funds or Other Consideration.

     As described in the response to Item 4, the shares to which this statement
on Schedule 13D relates have not been purchased by ITG. In connection with, and
as a condition to, ITG entering into the Merger Agreement (as defined in the
response to Item 4), certain stockholders of Hoenig beneficially owning
approximately 38.6% of the outstanding shares have entered into the Voting
Agreement (as defined in the response to Item 4) pursuant to which such
stockholders have agreed to vote their shares in favor of adoption of the Merger
Agreement and approval of the Merger (as defined in the response to Item 4), to
grant to ITG an irrevocable proxy with respect to such shares and not to dispose
of such shares, subject to certain exceptions.



<PAGE>


Item 4.  Purpose of Transaction.

     On February 28, 2002, Hoenig, ITG and Indigo Acquisition Corp. ("Merger
Sub"), a wholly-owned subsidiary of ITG, entered into an Agreement and Plan of
Merger (the "Merger Agreement") which provides, among other things, that,
subject to the satisfaction of the terms and conditions therein, Merger Sub will
merge (the "Merger") with and into Hoenig. The separate existence of Merger Sub
will cease upon consummation of the Merger. Hoenig will survive the Merger as a
wholly owned subsidiary of ITG. The certificate of incorporation of Hoenig will
be amended pursuant to the Merger Agreement and will be the certificate of
incorporation of the surviving corporation. The bylaws of Merger Sub will be
adopted as the bylaws of the surviving corporation. Following the Merger, the
board of directors of Merger Sub, who were designated by ITG, will constitute
the board of directors of Hoenig.

     Pursuant to the Merger Agreement, the stockholders of Hoenig will receive
$12.32 in cash for each share of Hoenig common stock held by them, plus an
amount in cash equal to their pro rata share of the net cash proceeds received
by Hoenig from the pending sale of its asset management subsidiary, Axe-Houghton
Associates, Inc. Hoenig employee stock options will be converted into ITG
employee stock options unless the option holder exercises the option prior to
closing or elects to cash out the option as part of the Merger. It is expected
that the total cash merger consideration will be between $12.34 and $12.59 per
share, and approximately $115 million in the aggregate.

     The Merger is subject to customary terms and conditions, including
approvals from Hoenig's stockholders and regulatory authorities, as well as
consummation of the recently announced sale by Hoenig of its asset management
subsidiary Axe-Houghton Associates, Inc. The Merger is expected to close by the
end of the 2002 second quarter.

     The description contained in this Item 4 of the transactions contemplated
by the Merger Agreement is qualified in its entirety by reference to the full
text of the Merger Agreement, which is filed as an exhibit to this Schedule 13D
and incorporated by reference herein.

     In connection with the Merger Agreement and as an inducement to ITG's
entering into the Merger Agreement, Alan B. Herzog, Executive Vice President,
Chief Operating Officer and Treasurer of Hoenig; Max H. Levine, Executive Vice
President of Hoenig; the Laura H. Hoenig Family Trust and the Laura H. Hoenig
Grantor Retained Annuity Trust entered into a voting agreement with ITG (the
"Voting Agreement"). Each of these stockholders have filed or intend to file an
amendment to his or its Schedule 13D or Schedule 13G that reflects their
entering into the Voting Agreement. The Voting Agreement covers 3,069,970 shares
of Hoenig common stock (the "Shares"), including options to purchase 50,000
shares of Hoenig common stock, beneficially owned by these stockholders and any
additional shares of Hoenig common stock acquired by these stockholders. The
Shares represent approximately 38.6% of the outstanding shares of Hoenig common
stock. Under the Voting Agreement, these stockholders agreed to vote the Shares
in favor of adoption of the Merger Agreement and approval of the Merger, to
grant to ITG an irrevocable proxy with respect to the Shares and not to dispose
of the Shares, subject to certain exceptions.

     ITG did not pay any additional consideration to any stockholder who entered
into the Voting Agreement in connection with the execution and delivery of the
Voting Agreement or his or its irrevocable proxy. These stockholders retain the
right to vote the Shares in their discretion with respect to matters other than
those identified in the Voting Agreement. The description contained in this 


                                      -2-

<PAGE>

Item 4 of the transactions contemplated by the Voting Agreement is qualified in
its entirety by reference to the full text of the Voting Agreement which is
filed as an exhibit to this Schedule 13D and incorporated by reference herein.

     The purpose of the Voting Agreement is to further the transactions
contemplated under the Merger Agreement. The Voting Agreement may make it more
difficult and expensive for Hoenig to consummate a business combination with a
party other than ITG.

     Upon consummation of the Merger, Hoenig's common stock will cease to be
quoted on the Nasdaq National Market and will become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended.


Item 5.  Interest in Securities of Issuer.

     (a) and (b) 3,069,970 shares, representing approximately 38.6% of the
outstanding common stock of Hoenig, are subject to the Voting Agreement and
therefore may be deemed to be beneficially owned both by the respective
stockholders of Hoenig who are party to the Voting Agreement and by ITG. The
respective stockholders of Hoenig party to the Voting Agreement and ITG have
shared power to vote or to direct the vote of the Shares with respect to the
Merger Agreement and the Merger and certain related matters. The Voting
Agreement provides, subject to certain exceptions, that the stockholders party
thereto may not dispose of the Shares. Such stockholders and ITG therefore have
shared power to dispose or direct the disposition of the Shares.

     To ITG's knowledge, no shares of Hoenig's common stock are beneficially
owned by any of the persons named in Schedule I to this Schedule 13D, except for
such beneficial ownership, if any, arising solely from the Voting Agreement.

     (c) Other than the Merger Agreement and the Voting Agreement described in
the response to Item 4 and the transactions contemplated thereby, there have
been no transactions in Hoenig Common Stock by ITG, or, to the best knowledge of
ITG, by any of the persons named in Schedule I to this Schedule 13D, during the
past 60 days.

     (d) To the best knowledge of ITG, the right to receive and the power to
direct the receipt of dividends from, and the proceeds from the sale of, the
Shares are held by the respective stockholders party to the Voting Agreement.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        Securities of the Issuer.

     Other than the Merger Agreement and Voting Agreement described in the
response to Item 4 and the transactions contemplated thereby, there are no
contracts, arrangements, understandings or relationships between ITG and any
other person, or, to the best knowledge of ITG, among any of the persons named
on Schedule I hereto and any other person, with respect to any securities of
Hoenig.


                                      -3-

<PAGE>

Item 7.  Material to Be Filed as Exhibits.

Exhibit 1      Agreement and Plan of Merger, dated as of February 28, 2002,
               among ITG, Hoenig and Indigo (incorporated by reference to
               Exhibit 2.1 to ITG's Current Report on Form 8-K, filed March 4,
               2002).

Exhibit 2      Voting Agreement, dated as of February 28, 2002, between ITG
               and the stockholders of Hoenig named therein (incorporated by
               reference to Exhibit 2.2 to ITG's Current Report on Form 8-K,
               filed March 4, 2002).



                                      -4-

<PAGE>


Signature.

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

Dated:  March 6, 2002.


                                 INVESTMENT TECHNOLOGY GROUP, INC.



                                 By:    /s/ P. Mats Goebels
                                        ----------------------------------------
                                        Name:   P. Mats Goebels
                                        Title:  Managing Director, General
                                                Counsel and Secretary






                                      -5-

<PAGE>



                                   Schedule I

                EXECUTIVE OFFICERS AND EMPLOYEE DIRECTORS OF ITG

                                                     PRINCIPAL OCCUPATION
                                                              OR
               NAME                                       EMPLOYMENT

Raymond L. Killian, Jr.        President, Chief Executive Officer and Chairman
                               of the Board

Angelo Bulone                  Vice President and Controller

P. Mats Goebels                Managing Director, General Counsel and Secretary

Christopher J. Heckman         Managing Director

Anthony J. Huck                Managing Director

Ananth N. Madhavan             Managing Director

Howard C. Naphtali             Managing Director and Chief Financial Officer

Robert J. Russel               Managing Director

All individuals named in the above table are employed by ITG. The address of
ITG's principal executive office is 380 Madison Avenue, New York, New York
10017.


<TABLE>
<CAPTION>
                          NON-EMPLOYEE DIRECTORS OF ITG

                                       PRINCIPAL                                   BUSINESS
                                       OCCUPATION                                    NAME
                                           OR                                         AND
         NAME                          EMPLOYMENT                                   ADDRESS
         ----                          ----------                                   -------

<S>                         <C>                                        <C>
Frank E. Baxter             Chairman Emeritus of the Board             Jefferies Group, Inc.
                                                                       11100 Santa Monica Boulevard
                                                                       Los Angeles, California 90025

J. William Burdett                                                     c/o ITG Australia
                                                                       L3, Rialto South Tower
                                                                       525 Collins Street
                                                                       Melbourne VIC 3000
                                                                       Australia

Neal S. Garonzik                                                       812 Park Avenue
                                                                       New York, New York 10021



<PAGE>

William I. Jacobs           Managing Director and Chief                NewPower Holdings, Inc.
                                Financial Officer                      One Manhattanville Road
                                                                       Purchase, New York 10577

Robert L. King              Chairman and Chief Executive               Requisite Technology
                                Officer                                10955 Westmoor Drive, Suite 100
                                                                       West Minster, Colorado 80021

Mark A. Wolfson             Managing Partner                           Oak Hill Capital Management
                                                                       2775 Sand Hill Road
                                                                       Suite 220
                                                                       Menlo Park, CA 94025

</TABLE>








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