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<P ALIGN="CENTER">UNITED STATES</P>


<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>


<P ALIGN="CENTER">WASHINGTON, D.C. 20549</P>


<P ALIGN="CENTER"></P>


<P ALIGN="CENTER">-----------------------</P>





<P ALIGN="CENTER">FORM 8-K</P>


<P ALIGN="CENTER"></P>


<P ALIGN="CENTER">-----------------------</P>


<P ALIGN="CENTER"></P>


<P ALIGN="CENTER">CURRENT REPORT</P>


<P ALIGN="CENTER">PURSUANT TO SECTION 13 OR 15 (d) OF THE</P>


<P ALIGN="CENTER">SECURITIES EXCHANGE ACT OF 1934</P>





<P ALIGN="CENTER">Date of report (Date of earliest event reported): March 31, 2005</P>





<P ALIGN="CENTER">Instinet Group Incorporated</P>


<P ALIGN="CENTER">-----------------------------------------------------------------------</P>


<P ALIGN="CENTER">(Exact Name of Registrant as Specified in Charter)</P>





<P ALIGN="CENTER">Delaware                      000-32717              13-4134098</P>


<P>---------------------------------------------------------------------(State or Other Jurisdiction   (Commission File     (IRS Employer       of Incorporation)                    Number)        Identification No.)</P>


<P ALIGN="CENTER"></P>


<P ALIGN="CENTER">3 Times Square, New York, New York                          10036</P>


<P ALIGN="CENTER">-----------------------------------------------------------------------(Address of Principal Executive Offices)                 (Zip Code)</P>


<P ALIGN="CENTER"></P>


<P ALIGN="CENTER">Registrant's telephone number, including area code: 212-310-9500</P>


<P ALIGN="CENTER"></P>


<P ALIGN="CENTER">Not Applicable</P>


<P ALIGN="CENTER">-----------------------------------------------------------------------</P>


<P ALIGN="CENTER">(Former Name or Former Address, if Changed Since Last Report)</P>


<P ALIGN="CENTER"></P>


<P>Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):</P>





<P>_ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</P>





<P>_ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</P>





<P>_ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</P>





<P>_ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</P>





<P>&nbsp;</P>


<P>ITEM 1.01. Entry into a Material Definitive Agreement.</P>





<P ALIGN="JUSTIFY">In connection with the completion of the acquisition of Bridge Trading Company by Instinet Group Incorporated ("Instinet Group"), as described below, in addition to the Stock Purchase Agreement entered into by Instinet Group, Reuters C LLC and Reuters Limited on February 28, 2005, Reuters SA and Bridge Trading Company entered into an Intellectual Property Transfer Agreement on March 30, 2005.  On March 31, 2005, Bridge Trading Company and Reuters America LLC entered into a Use and Services License Agreement; Instinet Group, Reuters SA and Bridge Trading Company entered into a Transition License Agreement; and Instinet Group, Reuters America LLC and Bridge Trading Company entered into a Transition Services Agreement.</P>





<P>ITEM 2.01. Completion of acquisition or disposition of assets.</P>


</FONT><FONT SIZE=3>


</FONT><FONT FACE="Courier" SIZE=2><P ALIGN="JUSTIFY">On March 31, 2005, Instinet Group issued a press release announcing that it has completed its acquisition of Bridge Trading Company, an agency execution broker, from its parent, Reuters Group PLC.  As consideration for the acquisition, Instinet Group issued 3,751,527 shares of its common stock, valued at approximately $21.5 million, to Reuters Group in exchange for 100% of the outstanding common stock of Bridge Trading Company.  Bridge Trading has received all of the necessary regulatory approvals for the acquisition. The terms of the transaction were determined through arm's length negotiations, and a committee of independent directors of the Boards of Directors of each of Instinet Group and Reuters Group PLC reviewed the transaction. The press release is attached hereto as Exhibit 99.1.</P>





<P>Item 9.01.  Financial Statements and Exhibits.</P>





<P>(a) Financial Statements of Business Acquired</P>


<I>


</I><P ALIGN="JUSTIFY">The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed. </P>


<P>(b) Pro Forma Financial Information</P>


<P ALIGN="JUSTIFY">The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed. </P>


<P>(c) Exhibits</P>





<P>Number&#9;Description</P>


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<DIR>


<DIR>


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<P>99.1        Press Release of Instinet Group Incorporated issued March 31, 2005: Instinet Group Completes Acquisition of Bridge Trading.</P>


<P>SIGNATURES</P>


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<P>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 thereto duly authorized.</P>





<P>                                           INSTINET GROUP INCORPORATED</P>


<P>                                                    Registrant</P>





<P>Date: April 5, 2005</P>


<P>                                            By: /s/ </FONT><FONT FACE="Courier New" SIZE=2>John F. Fay</P>


</FONT><FONT FACE="Courier" SIZE=2><P>                                               ------------------------</P>


<P>                                               </FONT><FONT FACE="Courier New" SIZE=2>John F. Fay</P>


</FONT><FONT FACE="Courier" SIZE=2><P>                                               Chief Financial Officer</P>





<P ALIGN="CENTER">&nbsp;</P>


<P ALIGN="CENTER">EXHIBIT INDEX</P>





<P>&nbsp;</P>


<P>EXHIBIT NUMBER                  DESCRIPTION</P>


<P>--------------                  -----------</P>


<DIR>


<DIR>


<DIR>


<DIR>





<P>99.1        Press Release of Instinet Group Incorporated issued March 31, 2005: Instinet Group Completes Acquisition of Bridge Trading.</P>


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{"company-data": {"conformed-name": "INSTINET GROUP INC", "cik": "0001132327", "assigned-sic": "6211", "irs-number": "134134098", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32717", "film-number": "05733944"}, "business-address": {"street1": "3 TIME SQUARE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2123109500"}, "mail-address": {"street1": "3 TIME SQUARE", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": [{"former-conformed-name": "INSTINET GROUP LLC", "date-changed": "20010207"}, {"former-conformed-name": "INSTINCT GROUP LLC", "date-changed": "20010110"}]}
<DOCUMENT>
UNITED STATES
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): March 31, 2005
Instinet Group Incorporated
-----------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware                      000-32717              13-4134098
---------------------------------------------------------------------(State or Other Jurisdiction   (Commission File     (IRS Employer       of Incorporation)                    Number)        Identification No.)
3 Times Square, New York, New York                          10036
-----------------------------------------------------------------------(Address of Principal Executive Offices)                 (Zip Code)
Registrant's telephone number, including area code: 212-310-9500
Not Applicable
-----------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
_ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
_ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
_ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
_ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. Entry into a Material Definitive Agreement.
In connection with the completion of the acquisition of Bridge Trading Company by Instinet Group Incorporated ("Instinet Group"), as described below, in addition to the Stock Purchase Agreement entered into by Instinet Group, Reuters C LLC and Reuters Limited on February 28, 2005, Reuters SA and Bridge Trading Company entered into an Intellectual Property Transfer Agreement on March 30, 2005.  On March 31, 2005, Bridge Trading Company and Reuters America LLC entered into a Use and Services License Agreement; Instinet Group, Reuters SA and Bridge Trading Company entered into a Transition License Agreement; and Instinet Group, Reuters America LLC and Bridge Trading Company entered into a Transition Services Agreement.
ITEM 2.01. Completion of acquisition or disposition of assets.
On March 31, 2005, Instinet Group issued a press release announcing that it has completed its acquisition of Bridge Trading Company, an agency execution broker, from its parent, Reuters Group PLC.  As consideration for the acquisition, Instinet Group issued 3,751,527 shares of its common stock, valued at approximately $21.5 million, to Reuters Group in exchange for 100% of the outstanding common stock of Bridge Trading Company.  Bridge Trading has received all of the necessary regulatory approvals for the acquisition. The terms of the transaction were determined through arm's length negotiations, and a committee of independent directors of the Boards of Directors of each of Instinet Group and Reuters Group PLC reviewed the transaction. The press release is attached hereto as Exhibit 99.1.
Item 9.01.  Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.
(b) Pro Forma Financial Information
The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.
(c) Exhibits
Number	Description
99.1        Press Release of Instinet Group Incorporated issued March 31, 2005: Instinet Group Completes Acquisition of Bridge Trading.
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 thereto duly authorized.
INSTINET GROUP INCORPORATED
Registrant
Date: April 5, 2005
By: /s/
John F. Fay
------------------------
John F. Fay
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NUMBER                  DESCRIPTION
--------------                  -----------
99.1        Press Release of Instinet Group Incorporated issued March 31, 2005: Instinet Group Completes Acquisition of Bridge Trading.