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 (Date of earliest event reported):    July 3, 2002
                                                     ------------



                               Hoenig Group Inc.
            ------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)





           Delaware                     0-19619             13-3625520
--------------------------------  -------------------  --------------------
(State or other jurisdiction          (Commission          (IRS Employer
   of incorporation)                  File Number)       Identification No.)

      Reckson Executive Park, 4 International Drive, Rye Brook, NY 10573
  ---------------------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)



Registrants telephone number, including area code: 914-935-9000


                                      N/A
       ----------------------------------------------------------------
         (Former name or former address, if changed since last report)


ITEM 5.  OTHER EVENTS

         On July 2, 2002, Hoenig Group Inc. (the "Company"), Investment
Technology Group, Inc., a Delaware corporation ("ITG"), and Indigo Acquisition
Corp., a Delaware corporation ("Merger Sub"), entered into an amendment (the
"Amendment") to the Agreement and Plan of Merger, dated as of February 28,
2002, by and among ITG, Hoenig and Merger Sub (as amended, the "Merger
Agreement"). The Amendment provides for ITG's acquisition of Hoenig for
approximately $105 million in cash, or $11.58 per Hoenig share. Of these
amounts, $11.35 per share will be paid in cash at the closing of the merger
and $0.23 per Hoenig share or approximately $2.4 million will be placed in
escrow to fund the continued pursuit, on behalf of the Hoenig stockholders and
option holders, of certain insurance claims relating to the $7.1 million loss
at Hoenig's United Kingdom subsidiary, Hoenig & Company Limited ("Hoenig
U.K.") that Hoenig announced on May 9, 2002 and other related claims. Hoenig
and ITG previously had announced a purchase price of $115 million or $12.55
per share for the transaction. The Amendment is attached hereto as Exhibit 2.1
and is incorporated by reference herein and the foregoing is qualified in its
entirety thereby.

         The purpose of the escrow, which will be administered by Hoenig
representatives, is to fund the pursuit of Hoenig's claims against insurers
and others relating to the unauthorized trading activities of a former
employee of Hoenig U.K. In addition to the cash merger consideration, each
holder of a share of Hoenig common stock or option to acquire Hoenig common
stock at the time of completion of the merger pursuant to the Merger Agreement
will receive a non-transferable, non-assignable right to receive a payment in
cash of a pro rata amount of any future recovery on the claims, if any, net of
expenses and taxes, plus any unused portion of the $2.4 million initial escrow
funding. While Hoenig believes that it and its UK subsidiary have meritorious
claims, there can be no assurance that these claims will result in any
recovery for Hoenig stockholders and option holders or that any distribution
will be made. The Escrow Agreement is attached hereto as Exhibit 99.1 and the
Custodian and Paying Agent Agreement pursuant to which the escrow will be
administered is attached hereto as Exhibit 99.2 and each is incorporated by
reference herein and the foregoing is qualified in its entirety thereby.

         Also on July 2, 2002, the Company and ITG issued a press release
regarding the signing of the Amendment which is attached as Exhibit 99.3
hereto and is incorporated by reference herein.

         Hoenig has established the close of business on July 17, 2002 as the
record date for the special meeting of stockholders to vote on the acquisition
by ITG, and the scheduled date of the special meeting of stockholders in
August 26, 2002.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

       Exhibit 2.1             Amendment No. 1, dated July 2, 2002, to the
                               Agreement and Plan of Merger dated February 28,
                               2002 by and among Hoenig Group Inc., Investment
                               Technology Group, Inc. and Indigo Acquisition
                               Corp.

       Exhibit 99.1            Escrow Agreement, dated July 2, 2002, by and
                               among Hoenig Group Inc., Investment Technology
                               Group, Inc., Hoenig & Company Limited and
                               Fredric P. Sapirstein and Alan B. Herzog as
                               members of the Contingent Payment Rights
                               Committee.

       Exhibit 99.2            Custodian and Paying Agent Agreement dated July
                               2, 2002 by and among Hoenig Group Inc.,
                               Investment Technology Group, Inc., Hoenig &
                               Company Limited, The Bank of New York as
                               custodian and paying agent and Fredric P.
                               Sapirstein and Alan B. Herzog as members of the
                               Contingent Payment Rights Committee.

       Exhibit 99.3            Press release dated July 2, 2002



                                   SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.

                                           Hoenig Group Inc.


                                           By: /s/ Fredric P. Sapirstein
                                               ______________________________
                                               Name:  Fredric P. Sapirstein
                                               Title: Chief Executive Officer

Date:    July 3, 2002
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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 (Date of earliest event reported):    July 3, 2002
                                                     ------------

                               Hoenig Group Inc.
            ------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)

           Delaware                     0-19619             13-3625520
--------------------------------  -------------------  --------------------
(State or other jurisdiction          (Commission          (IRS Employer
   of incorporation)                  File Number)       Identification No.)

      Reckson Executive Park, 4 International Drive, Rye Brook, NY 10573
  ---------------------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

Registrants telephone number, including area code: 914-935-9000

                                      N/A
       ----------------------------------------------------------------
         (Former name or former address, if changed since last report)

ITEM 5.  OTHER EVENTS

         On July 2, 2002, Hoenig Group Inc. (the "Company"), Investment
Technology Group, Inc., a Delaware corporation ("ITG"), and Indigo Acquisition
Corp., a Delaware corporation ("Merger Sub"), entered into an amendment (the
"Amendment") to the Agreement and Plan of Merger, dated as of February 28,
2002, by and among ITG, Hoenig and Merger Sub (as amended, the "Merger
Agreement"). The Amendment provides for ITG's acquisition of Hoenig for
approximately $105 million in cash, or $11.58 per Hoenig share. Of these
amounts, $11.35 per share will be paid in cash at the closing of the merger
and $0.23 per Hoenig share or approximately $2.4 million will be placed in
escrow to fund the continued pursuit, on behalf of the Hoenig stockholders and
option holders, of certain insurance claims relating to the $7.1 million loss
at Hoenig's United Kingdom subsidiary, Hoenig & Company Limited ("Hoenig
U.K.") that Hoenig announced on May 9, 2002 and other related claims. Hoenig
and ITG previously had announced a purchase price of $115 million or $12.55
per share for the transaction. The Amendment is attached hereto as Exhibit 2.1
and is incorporated by reference herein and the foregoing is qualified in its
entirety thereby.

         The purpose of the escrow, which will be administered by Hoenig
representatives, is to fund the pursuit of Hoenig's claims against insurers
and others relating to the unauthorized trading activities of a former
employee of Hoenig U.K. In addition to the cash merger consideration, each
holder of a share of Hoenig common stock or option to acquire Hoenig common
stock at the time of completion of the merger pursuant to the Merger Agreement
will receive a non-transferable, non-assignable right to receive a payment in
cash of a pro rata amount of any future recovery on the claims, if any, net of
expenses and taxes, plus any unused portion of the $2.4 million initial escrow
funding. While Hoenig believes that it and its UK subsidiary have meritorious
claims, there can be no assurance that these claims will result in any
recovery for Hoenig stockholders and option holders or that any distribution
will be made. The Escrow Agreement is attached hereto as Exhibit 99.1 and the
Custodian and Paying Agent Agreement pursuant to which the escrow will be
administered is attached hereto as Exhibit 99.2 and each is incorporated by
reference herein and the foregoing is qualified in its entirety thereby.

         Also on July 2, 2002, the Company and ITG issued a press release
regarding the signing of the Amendment which is attached as Exhibit 99.3
hereto and is incorporated by reference herein.

         Hoenig has established the close of business on July 17, 2002 as the
record date for the special meeting of stockholders to vote on the acquisition
by ITG, and the scheduled date of the special meeting of stockholders in
August 26, 2002.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

       Exhibit 2.1             Amendment No. 1, dated July 2, 2002, to the
                               Agreement and Plan of Merger dated February 28,
                               2002 by and among Hoenig Group Inc., Investment
                               Technology Group, Inc. and Indigo Acquisition
                               Corp.

       Exhibit 99.1            Escrow Agreement, dated July 2, 2002, by and
                               among Hoenig Group Inc., Investment Technology
                               Group, Inc., Hoenig & Company Limited and
                               Fredric P. Sapirstein and Alan B. Herzog as
                               members of the Contingent Payment Rights
                               Committee.

       Exhibit 99.2            Custodian and Paying Agent Agreement dated July
                               2, 2002 by and among Hoenig Group Inc.,
                               Investment Technology Group, Inc., Hoenig &
                               Company Limited, The Bank of New York as
                               custodian and paying agent and Fredric P.
                               Sapirstein and Alan B. Herzog as members of the
                               Contingent Payment Rights Committee.

       Exhibit 99.3            Press release dated July 2, 2002

                                   SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.

                                           Hoenig Group Inc.

                                           By: /s/ Fredric P. Sapirstein
                                               ______________________________
                                               Name:  Fredric P. Sapirstein
                                               Title: Chief Executive Officer

Date:    July 3, 2002