As filed with the Securities and Exchange Commission on March 27, 2003
                         Registration No. 333- _________



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT 0F 1933




                             TRACK DATA CORPORATION
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   22-3181095
                      (IRS Employer Identification Number)


                                95 ROCKWELL PLACE
                            BROOKLYN, NEW YORK 11217
                                 (212) 522-7373
    (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)



                      MARTIN KAYE, EXECUTIVE VICE PRESIDENT
                                95 ROCKWELL PLACE
                            BROOKLYN, NEW YORK 11217
                                 (718) 522-0222
  (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)



                             2002 STOCK OPTION PLAN
                           (Full title of option plan)



     Copies of all Communications to:          Oscar D. Folger, Esq.
                                               521 Fifth Avenue
                                               New York, New York 10175
                                               (212) 697-6464



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>                    <C>              <C>               <C>                 <C>
   TITLE OF
 SECURITIES                             PROPOSED MAXIMUM  PROPOSED MAXIMUM
    TO BE               AMOUNT TO BE     OFFERING PRICE      AGGREGATE          AMOUNT OF
  REGISTERED            REGISTERED (1)    PER SHARE (2)   OFFERING PRICE (2)  REGISTRATION FEE

  Common Stock,      2,500,000 shares       $.52            $1,300,000             $105.17
$.01 par  value
<FN>


(1)  The Registration Statement also includes an undeterminable number of
     additional Shares that may become issuable pursuant to anti-dilution
     provisions of the Plan.

(2)  Estimated for purposes of computing the registration fee pursuant to Rule
     457(c) based upon the average of the high and low prices of the Common
     Stock as reported by Nasdaq NMS on March 21, 2003.
</TABLE>



PROSPECTUS
                             TRACK DATA CORPORATION
                        ________________________________

                        2,500,000 Shares of Common Stock
                        ________________________________

This Prospectus relates to 2,500,000 shares of Common Stock of Track Data
Corporation (the "Company"), par value $.01 per share (the "Shares"), which are
issuable pursuant to the 2002 Stock Option Plan (the "Plan").  Any Shares, which
are offered, will be offered for the respective accounts of the Selling
Shareholders.  This Prospectus does not relate to the sale or issuance by the
Company of any securities.  The Company will not receive any proceeds from the
sale of the Shares by the Selling Shareholders.  The Company will receive
proceeds at the respective exercise prices upon exercise of the options.

                           __________________________

Our common stock is traded on the Nasdaq National Market System under the symbol
"TRAC."  On March 21, 2003, the last reported sale price of the common stock on
Nasdaq was $.54 per share.

See "Risk Factors" beginning on page 2 for information that should be considered
by prospective investors.

You should read the entire prospectus carefully before you make your investment
decision.  You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus.  The selling security holder is offering to
sell, and seeking offers to buy, shares of Track Data common stock only in
jurisdictions where offers and sales are permitted.  The information contained
in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any sale of the
shares.

                           __________________________

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete.  Any representation to the contrary is a
criminal offense.

                           __________________________

Information contained herein is subject to completion or amendment.  A
registration statement for these securities has been filed with the Securities
and Exchange Commission.  These securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes effective.
This prospectus shall not constitute an offer to sell or the solicitation of any
offer to buy nor shall there be any sale of these securities in any state in
which an offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.



                  The date of this Prospectus is March 27, 2003


                                ABOUT TRACK DATA

     Track Data Corporation (the "Company") is a financial services company that
owns Track Data Securities Corp. ("TDSC"), a registered securities broker-dealer
and member of the National Association of Securities Dealers, Inc.  The Company
provides a proprietary, fully integrated Internet-based online trading and
market data system, proTrack, for the professional institutional traders and
myTrack, for the individual trader. The Company also operates Track ECN, an
electronic communication network that enables traders to display and match limit
orders for stocks.  The Company provides real-time financial market data,
fundamental research, charting and analytical services to institutional and
individual investors through dedicated telecommunication lines and the Internet.
The Company also disseminates news and third-party database information from
more than 100 sources worldwide.  The Company's operations are classified in two
business segments: (1) market data services and trading, including ECN services,
to the institutional professional investment community, and (2) Internet-based
online trading and market data services to the non-professional individual
investor community. The Company also engages in arbitrage trading.

     The Company maintains offices in the U.S. and Europe, with its executive
offices located at 95 Rockwell Place, Brooklyn, New York 11217. Its telephone
number is 212-943-4555 or 718-522-7373.


                                  RISK FACTORS

An investment in the offered shares involves a high degree of risk. Prospective
investors should understand that they may lose their investment and should
consider carefully the following risk factors in making their investment
decision. This prospectus contains and incorporates by reference forward-looking
statements, which are intended to fall within the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. Examples include the
discussion under "Business" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Form 10-K for the year
ended December 31, 2002.  These statements are based on current expectations
that involve a number of uncertainties including those set forth in the
following risk factors. Actual results could differ materially from those
results projected in these forward-looking statements.

RECENT DECLINES IN OUR OPERATING RESULTS. Our results since 2001 have been
adversely affected by downturns in stock prices and trading volume, and by
cutbacks in the number of professional traders employed by securities firms.
These trends continue. Our recent results are also being adversely affected by
our new pricing for ECN services that results in significantly lower gross
profit margins on trade executions. Our revenues are derived primarily from the
securities industry and related services, and we expect this business to
continue to account for almost all of our revenues. We have been directly and
indirectly affected by economic and political conditions, broad trends in
business and finance and changes in the conditions of the securities markets in
which our customers trade. Further, acts of war or terrorism could have an
adverse affect on our business.  Over the past several years the securities
markets have fluctuated considerably. The downturn in this market in 2002 has
adversely affected our operating results. Since August 2001, we have experienced
a decline in revenues and profits from our Professional Market segment due
principally to a reduction in customers' staffing.  This downtrend is continuing
in 2003.  In addition, we experienced a significant decline in revenues from our
retail trading business since the fourth quarter of 2001.  During 2002 and
continuing in 2003, the markets for technology and Internet-related stocks have
been especially volatile, and the significant downturn has had an even greater
effect on us because a substantial portion of our myTrack customers invest in
these types of stocks.  Retail investors have left the market, curtailed trading
or are trading with competitors.  In previous major stock market declines, many
firms in the securities industry suffered financial losses, and the level of
individual investor trading activity decreased after these events. Trading
volume was low in 2002, and our profitability was adversely affected because a
significant portion of our costs do not vary with revenue. For these reasons,
severe market fluctuations have affected our business, and are likely to
continue until the economy and the stock market becomes more steady.  These
factors may result in further deteriorating financial condition and result in
operating losses.

OUR STOCK, PRESENTLY LISTED ON NASDAQ NATIONAL MARKET SYSTEM, MAY BE DELISTED.
Our common stock is listed on Nasdaq's National Market System.  We received a
delisting notice from Nasdaq because we have not maintained a closing bid price
of at least $1.00 that is required for continued listing.  The continued listing
of our shares on the National Market System depends on a possible deferral of
the minimum bid price requirement that is now being considered by the SEC and
Nasdaq. Any deferral that is adopted by the SEC and Nasdaq is expected not to
extend beyond September 8, 2003, and may terminate before then.  Should our
shares be delisted from the National Market System, we expect that, subject to
certain conditions, our shares may be listed on the Nasdaq SmallCap Market until
September 8, 2004 whether or not our shares meet the minimum bid price
requirement.  If our common stock was delisted, trading, if any, in our common
stock would thereafter be conducted on the Pink Sheets or Bulletin Board.  As a
result, an investor may find it more difficult to dispose of, and to obtain
accurate quotations as to the value of the common stock.

CORPORATIONS WHO HAVE GREATER FINANCIAL, TECHNICAL AND MONETARY RESOURCES THAN
WE DO COULD LIMIT OUR ABILITY TO MAINTAIN OR INCREASE MARKET SHARE. We operate
in a highly competitive market with other distributors of financial and business
information, some of whom have substantially greater financial resources. The
industry in which we compete is characterized by developments requiring rapid
adaptation to provide competitive products and services.  We believe that
increased competition within the online services market could result in reduced
market share, price reductions, and increased spending on marketing and product
development, which could have a materially adverse effect on our financial
condition and result in operating losses.

TECHNICAL RISKS INVOLVED WITH NEW SERVICES AND PRODUCTS MAY CAUSE THEIR
INTRODUCTION TO BE UNTIMELY, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO REMAIN
COMPETITIVE. Our future success will depend in large part on our ability to
develop and enhance our services and products. We operate in a very competitive
industry in which the ability to develop and deliver advanced services through
the Internet and other channels is a key competitive factor. There are
significant technical risks in the development of new or enhanced services and
products, including the risk that we will be unable to effectively use new
technologies, adapt our services and products to emerging industry standards, or
develop, introduce and market enhanced or new services and products.

If we are unable to develop and introduce enhanced or new services and products
quickly enough to respond to market or customer requirements or to comply with
emerging industry standards, or if these services and products do not achieve
market acceptance, our business could be adversely affected resulting in
deteriorating financial condition and operating losses.

WE ARE HEAVILY DEPENDENT UPON ELECTRONIC SYSTEMS WHICH ARE SUBJECT TO FAILURE
DUE TO MANY FACTORS OVER WHICH WE HAVE LITTLE OR NO CONTROL. We receive and
process customer trade orders through electronic means such as the Internet and
dial-up links to our private computer networks. In addition, execution of
customer trades is made through a series of computerized processing systems and
links to third parties. Thus, we depend heavily on the capacity and reliability
of the electronic systems supporting this type of trading. Heavy use of our
systems during peak trading times or at times of unusual market volatility could
cause our systems to operate slowly or even to fail for periods of time. High
trading volume may cause significant delays in executing trading orders,
resulting in some customers' orders being executed at prices they did not
anticipate. These occurrences are dissatisfying to our customers, who may file
formal complaints with us or industry regulatory organizations, initiate
regulatory inquiries or proceedings, file lawsuits against us, switch brokers or
cease online trading altogether. While we constantly monitor system loads and
performance and regularly implement system upgrades to handle predicted
increases in trading volume and volatility, we cannot assure you that we will be
able to accurately predict such future volume increases or volatility or that
our systems will be able to accommodate such volume increases or volatility
without failure or degradation.

System failures or service interruptions could cause substantial losses for our
customers and result in decreased commission revenues from customer trading
activities and in loss of customer accounts, customer inability to satisfy
margin obligations and harm to our reputation and the perception of our trading
system's reliability. Any significant degradation or failure of our trading
systems or any other systems in the trading process could cause customers to
suffer delays in trading. During a systems failure, we may not be able to
process the volume of telephone orders placed by our customers. Additionally, a
natural disaster, power or telecommunications failure or act of war, may cause
an extended systems failure. Computer viruses or unauthorized access to or
sabotage of our network by a third party could also result in system failures or
service interruptions.

THE FUTURE SUCCESS OF OUR MARKET DATA, ECN AND ONLINE BROKERAGE BUSINESSES WILL
DEPEND ON THE CONTINUED DEVELOPMENT AND MAINTENANCE OF THE INTERNET
INFRASTRUCTURE. The Internet has experienced, and is expected to continue to
experience, significant growth in the number of users and amount of traffic. Our
future success will depend upon the development and maintenance of the
Internet's infrastructure to cope with this increased traffic. This will require
a reliable network backbone with the necessary speed, data capacity and
security, and the timely development of complementary products, such as high
speed modems and broadband services, for providing reliable Internet access and
services.

Many Internet service providers, which provide our customers with access to the
Internet, and other suppliers of Internet systems and components have
experienced a variety of outages and other delays as a result of damage to
portions of their infrastructure and other technical problems and could face
similar outages and delays in the future. Such outages and delays are likely to
affect the level of Internet usage and the processing of transactions and are
not within our control. In addition, the Internet could lose its viability due
to delays in the development or adoption of new standards to handle increased
levels of activity or due to increased government regulation. The adoption of
new standards or government regulation may require us to incur substantial data
processing development and compliance costs. Critical issues concerning the
commercial use of the Internet, including security, reliability, cost, ease of
use, accessibility and quality of service, remain unresolved. These issues may
negatively affect the growth of Internet use or the attractiveness of commerce
and communications on the Internet and, therefore impede our ability to grow.

WE DEPEND ON THIRD PARTIES FOR IMPORTANT ASPECTS OF OUR BUSINESS OPERATIONS. We
presently offer online trading to our myTrack customers utilizing Penson
Financial Services, Inc. to clear trades for our customers. If they were unable
or unwilling to provide these services, we would need to find a suitable
replacement. The failure to find a suitable replacement or to come to an
agreement with an acceptable alternate provider on terms acceptable to us could
materially adversely affect our business, resulting in increased operating
losses and the loss of customers.

WE OPERATE IN A HIGHLY REGULATED INDUSTRY AND COMPLIANCE FAILURES COULD
ADVERSELY AFFECT OUR BUSINESS.  Track Data Securities Corp., a wholly-owned
subsidiary of the Company, is the broker-dealer for our customers and is subject
to extensive regulation covering all aspects of the securities business,
including registration of offices and personnel, sales methods, acceptance and
execution of customer orders, handling of customer funds and securities, trading
practices, capital structure, record keeping, conduct of directors, officers and
employees and supervision.

The various governmental authorities and industry self-regulatory organizations
that supervise and regulate Track Data Securities and our clearing firm, Penson
Financial Services, Inc., generally have broad enforcement powers to censure,
fine, issue cease-and-desist orders or suspend or expel us or any of our
officers or employees who violate applicable laws or regulations. Their ability
to comply with all applicable laws and rules is largely dependent on their
establishment and maintenance of compliance and reporting systems, as well as
their ability to attract and retain qualified compliance and other personnel.
They could be subject to disciplinary or other regulatory or legal actions in
the future due to noncompliance.

Recently, various regulatory and enforcement agencies have been reviewing
systems capacity, customer access, best execution practices, and other service
issues as they relate to the discount and online brokerage industry. These could
result in enforcement actions, new regulations, or the retroactive application
of existing regulations, any of which could result in increased expenditures and
increased losses.

In addition, we use the Internet as a major distribution channel to provide
products and services to our customers. Due to the increasing popularity of the
Internet, it is possible that new laws and regulations may be adopted dealing
with such issues as user privacy, content and pricing. Such laws and regulations
might increase our cost of using, or limit our ability to use, the Internet as a
distribution channel, which could cause increased operating losses.

WE ARE RESPONSIBLE FOR ANY LOSSES INCURRED BY OUR CLEARING BROKER FROM CUSTOMER
ACCOUNTS INTRODUCED BY US.  Our customers' securities activities are transacted
on either a cash or margin basis.  In margin transactions, the clearing broker
extends credit to our customers, subject to various regulatory margin
requirements, collateralized by cash and securities in the customers' accounts.
However, we are required to either obtain additional collateral or to sell the
customer's position if such collateral is not forthcoming.  We are responsible
for any losses on such margin loans, and have agreed to indemnify our clearing
broker for losses that the clearing broker may sustain from the customer
accounts introduced by us.

OUR OPERATIONS WOULD BE INTERRUPTED IF THE SERVICES OF OUR CLEARING BROKER, WHO
CAN CANCEL ON 45 DAYS NOTICE, ARE TERMINATED. Track Data Securities is dependent
on the operational capacity and the ability of its clearing broker for the
orderly processing of transactions. Track Data Securities' clearing agreement
with Penson may be terminated by either party, upon 45 days prior written
notice. Termination or material interruptions of services provided by Track Data
Securities' clearing broker would have a material adverse effect on our delivery
of services to our customers. Track Data Securities' agreement with its clearing
broker provides that the clearing broker process all securities transactions for
the accounts of Track Data Securities customers. Services of the clearing broker
includes billing and credit extension, control and receipt, custody and delivery
of securities.

COMPETITION COULD INCREASE IF THIRD PARTIES OBTAIN ACCESS TO OUR PROPRIETARY
INFORMATION OR INDEPENDENTLY DEVELOP SIMILAR TECHNOLOGIES BECAUSE OF THE LIMITED
PROTECTION FOR OUR INTELLECTUAL PROPERTY. Third parties may copy or obtain and
use our proprietary technologies, ideas, know-how and other proprietary
information without authorization or independently develop technologies similar
or superior to our technologies. Policing unauthorized use of our technologies
and other intellectual property is difficult, particularly because the global
nature of the Internet makes it difficult to control the ultimate destination or
security of software or other data transmitted. Furthermore, the laws of other
jurisdictions may afford little or no effective protection of our intellectual
property rights.

OUR PRINCIPAL STOCKHOLDER MAY BE ABLE TO CONTROL MATTERS REQUIRING A STOCKHOLDER
VOTE, SUCH AS UNSOLICITED TAKEOVERS WHICH MAY PREVENT INVESTORS FROM RECEIVING A
PREMIUM ON THEIR SHARES.  As of February 28, 2003, Barry Hertz, Track Data's
Chairman, directly or indirectly controlled 26,613,880 shares of Track Data's
common stock or approximately 53% of our shares. He may be in a position to
control the outcome of matters requiring a stockholder vote, including the
election of directors.  Such control could have the effect of discouraging, or
making more difficult, an unsolicited acquisition of us by means of a tender
offer, a proxy contest or otherwise, even though an unsolicited acquisition
could have resulted in our stockholders receiving a premium for their shares or
be otherwise economically beneficial to them.

OUR EXECUTIVE OFFICERS DO NOT HAVE EMPLOYMENT CONTRACTS AND MAY LEAVE AT ANY
TIME. Our success is highly dependent upon the efforts and abilities of our
executive officers, particularly Mr. Barry Hertz, the Chairman of the Board and
Chief Executive Officer.  The loss of services of one or more of our executive
officers for any reason may result in extensive search costs, expensive
replacement costs, and loss of that executive's expertise.

OUR RIGHT TO ISSUE PREFERRED STOCK COULD DILUTE OR DIMINISH THE VALUE OF
EXISTING INVESTORS' COMMON STOCK. Our governing documents authorize the issuance
of up to one million shares of preferred stock without stockholder approval,
with dividend, liquidation, conversion, voting or other rights which could
adversely affect the voting power or other rights of the holders of our common
stock.  Depending on the designations, rights and preferences of a particular
issuance of preferred stock, such issuance could adversely affect the market
value of our common stock.

OUR RIGHT TO ISSUE PREFERRED STOCK COULD MAKE A THIRD-PARTY ACQUISITION OF US
DIFFICULT. Our governing documents authorize the issuance of up to one million
shares of preferred stock without stockholder approval, with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of our common stock.  In the event
of issuance, the preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control.
Although we have no present intention to issue any shares of preferred stock,
there can be no assurance that we will not do so in the future.

SUCCESS OF STOCKHOLDER ACTIONS AGAINST DIRECTORS IS LESS LIKELY AS OUR
DIRECTORS' LIABILITY FOR THEIR ACTIONS IS LIMITED AND WE MAY INDEMNIFY THEM IF
THEY ARE SUED. Our governing documents limit the liability of our directors for
breach of their fiduciary duty of care.  The effect is to eliminate liability of
directors for monetary damages arising out of negligent or grossly negligent
conduct. Stockholder actions against a director of Track Data for monetary
damages can only be maintained upon a showing of certain factors and not for
such director's negligence or gross negligence in satisfying his duty of care.
The factors required to obtain monetary damages are a breach of the individual
director's duty of loyalty to Track Data, a failure to act in good faith,
intentional misconduct, a knowing violation of the law, an improper personal
benefit, or an illegal dividend or stock purchase.  These documents also provide
for indemnification as permitted by Delaware law.  However, insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling Track Data pursuant to
the foregoing provisions, we have been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.

IT IS UNLIKELY THAT WE WILL PAY DIVIDENDS. We have not paid any cash dividends
since our inception and do not anticipate paying any cash dividends in the
foreseeable future.  There can be no assurance that our operations will result
in sufficient earnings to enable us to pay dividends.  It is anticipated that
earnings, if any, will be used to finance our growth.


                                 USE OF PROCEEDS

     All of the shares of common stock are being sold by the selling security
holders for their own account. We will not receive any of the proceeds from the
sale of any shares, except for proceeds received upon exercise of options. Any
proceeds received from the exercise of options will be used for general
corporate purposes. See "Plan of Distribution."


                              MATERIAL DEVELOPMENTS

     Since the Company's most recent filing of its Annual Report on Form 10-K
for the year ended December 31, 2002, no material developments have occurred.


                              SELLING SHAREHOLDERS

     The securities are being offered on behalf of a number of employees,
officers, directors and consultants of the Company. The list below sets forth
the current officers and directors on whose behalf securities are being offered
hereby. Unless otherwise indicated, the addresses for all of the Selling
Shareholders are 95 Rockwell Place, Brooklyn, NY 11217.

<TABLE>
<CAPTION>
<S>                      <C>               <C>             <C>
                        SECURITIES OWNED  SECURITIES TO   SECURITIES OWNED
NAME AND ADDRESS         BEFORE OFFERING   BE SOLD (6)     AFTER OFFERING
----------------        ----------------  -------------   ----------------

Barry Hertz (1)(5)        26,613,880           -0-        26,613,880

Martin Kaye (2)               38,400           -0-            38,400

Jay Gelman                     -0-             -0-             -0-

Abraham Biderman               -0-             -0-             -0-

Jack Spiegelman (3)           64,000           -0-            64,000

E. Bruce Fredrikson (2)
Syracuse University
School of Management
Syracuse, NY 13244            28,000           -0-            28,000

Stanley Stern (4)             44,000           -0-            44,000

Charles Zabatta                -0-             -0-             -0-

<FN>


 ---------------
* = less than 1%

(1)  Consists of 24,380,532 shares owned by Mr. Hertz, 2,138,400 shares owned by
     Trusts established in the names of Mr. Hertz's children and 94,948 shares
     held by a family LLC managed by Mr. Hertz who owns 8% of such LLC. Mr.
     Hertz disclaims beneficial interest in shares owned by the Trust and 92% of
     the family LLC not owned by him.

(2)  Consists of shares owned of record.

(3)  Consists of 60,000 shares owned of record and 4,000 shares owned by his
     wife as to which Mr. Spiegelman disclaims beneficial interest.

(4)  Consists of 19,000 shares owned of record and 25,000 shares held in the
     Track Data Phantom Unit Trust to be released upon his termination of
     association with the Company, or earlier with approval of the Board of
     Directors.

(5)  After this offering, Mr. Hertz would own or control approximately 53% of
     the Company's Common Stock

(6)  No options have been granted as of the date of this prospectus pursuant to
     the 2002 Stock Option Plan. Does not include options granted pursuant to
     other stock option plans.
</TABLE>


                              PLAN OF DISTRIBUTION

     The shares are being offered for the respective accounts of the Selling
Shareholders. The Company will not receive any proceeds from the sale of any
Shares by the Selling Shareholders. The Company will receive proceeds from the
exercise prices of any options which are exercised by the Selling Shareholders.

     The sale of Shares by the Selling Shareholders may be effected from time to
time in brokerage transactions, in negotiated transactions, through the writing
of options on the Shares, or through a combination of such methods of sale, at
fixed prices, which may be charged at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions by selling the
Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of the Shares for which such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary compensation).

     The Selling Shareholders and any broker-dealers who act in connection with
the sale of the shareholders hereunder may be deemed to be "underwriters" within
the meaning of section 2(11) of the Securities Act, and any commissions received
by them and profit on any sale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.


                                     EXPERTS

     The consolidated financial statements of Track Data Corporation
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for each of the three years in the period ended December 31, 2002 have
been audited by Grant Thornton LLP, independent certified public accountants, as
stated in their reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.


                                  LEGAL MATTERS

     Certain legal matters in connection with the validity of the securities
offered by this prospectus will be passed on for the Company by Oscar D. Folger,
Esq., New York, New York. Mr. Folger owns 9,248 shares of our common stock.  Mr.
Folger also has options to purchase 50,000 shares of the Company's common stock.


                           DESCRIPTION OF COMMON STOCK

     Track Data is authorized to issue 300,000,000 shares of common stock, $.01
par value.  All of the outstanding shares of common stock are fully paid,
validly issued and non-assessable.

     Holders of shares of common stock are entitled to share equally on a per
share basis in such dividends as may be declared by the Board of Directors out
of funds legally available therefor.  There are presently no plans to pay
dividends with respect to the shares of common stock.  Upon liquidation,
dissolution or winding up of Track Data, after payment of creditors and the
holders of any senior securities, the assets will be divided pro rata on a per
share basis among the holders of shares of common stock.  There are no
conversion or redemption privileges nor any sinking fund provisions with respect
to the common stock, nor are there any preemption rights.

     Holders of shares of common stock are entitled to cast one vote for each
share held at all stockholders' meetings for all purposes, including the
election of directors.  The common stock does not have cumulative voting rights,
which means that the holders of more that 50% of the common stock can elect 100%
of the Directors if they choose to do so.  The By-laws require that only a
majority of the issued and outstanding shares of common stock need be
represented to constitute a quorum and to transact business at a stockholders'
meeting.


                       DOCUMENTS INCORPORATED BY REFERENCE

     The Securities and Exchange Commission ("SEC") allows us to "incorporate"
into this prospectus information we file with the SEC in other documents.  This
means that we can disclose important information to you by referring to other
documents that contain that information.  The information may include documents
filed after the date of this prospectus which update and supersede the
information you read in this prospectus.  We incorporate by reference the
documents listed below, except to the extent information in those documents is
different from the information contained in this prospectus, and all future
documents filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act until we terminate the offering of these shares.

     The following documents of our Company which have been filed with the SEC
are hereby incorporated by reference in this prospectus:

<TABLE>
<CAPTION>
<S>                                     <C>
SEC Filing                             Content

Annual Report on Form 10-K              Year ended December 31, 2002

Definitive Proxy for August 13, 2002    Appendix A - 2002 Stock Option Plan
    Annual Meeting of Stockholders
</TABLE>


You may request a copy of these documents, at no cost, by writing to:

Track Data Corporation
95 Rockwell Place
Brooklyn, NY 11217
Attention: Investor Relations
Telephone: (718) 522-7373


            LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS

     The Company's Certificate of Incorporation includes a provision that
eliminates or limits the personal financial liability of the Company's
directors, except in situations where there has been a breach of the director's
duty of loyalty to the Company or its stockholders, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, liability under Section 174 of the Delaware General Corporation Law
relative to unlawful payment of dividends, stock purchases or redemptions, or
any transaction from which the director derived an improper personal benefit. In
addition, under its Certificate of Incorporation and By-Laws as well as under
separate agreements, the Company is required to indemnify its officers and
directors to the fullest extent permitted by law.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.


                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly, and current reports, proxy statements, and other
documents with the SEC.  You may read and copy any document we file at the SEC's
public reference room at Judiciary Plaza Building, 450 Fifth Street, N.W., Room
1024, Washington, D.C.  20549.  You should call 1-800-SEC-0330 for more
information on the public reference room.  The SEC maintains an Internet site at
http://www.sec.gov where certain information regarding issuers, including Track
Data Corporation, may be found.  This prospectus is part of a registration
statement that we filed with the SEC, registration No. 333-_________ The
registration statement contains more information than this prospectus regarding
the Company and its common stock, including certain exhibits and schedules.  You
can get a copy of the registration statement from the SEC at the address listed
above or from its Internet site.




                             TRACK DATA CORPORATION
                              ____________________

                        2,500,000 Shares of Common Stock
                              ____________________

                                   PROSPECTUS
                              ____________________



                                 March 27, 2003









     NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY
SECURITIES IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.



                                     PART II

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 3.  Incorporation of Documents by Reference.
         ---------------------------------------

          See "Incorporation of Certain Information by Reference."

ITEM 4.  Description of Securities.
         -------------------------

          See "Description of Common Stock.".

ITEM 5.  Interest of Named Experts and Counsel.
         -------------------------------------

          See "Legal Matters."

ITEM 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     The Company has entered into agreements with each director in which the
Company agrees to indemnify each director and officer to the maximum extent
permitted by law.

     The Company's Certificate of Incorporation provides that all directors,
officers, employees and agents of the Registrant shall be entitled to be
indemnified by the Company to the fullest extent permitted by law. The
Certificate of Incorporation also provides as follows:

     A director, or former director, shall not be liable to the corporation or
to any of its stockholders for monetary damages for breach of fiduciary duty as
a director, provided that this provision shall not eliminate or limit the
liability of a director:  (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders;  (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the General Corporation Law of the State of Delaware,
pertaining to the liability of directors for unlawful payment of dividends or
unlawful stock purchase or redemption; or  (iv) for any transaction from which
the director derived an improper personal benefit.

     Section 145 of the Delaware General Corporation Law concerning
indemnification of officers, directors, employees and agents is set forth below.

     Section 145.   Indemnification of officers, directors, employees and
agents; insurance.

     (a)  A corporation may indemnify any person who was or is a party or is
          threatened to be made a party to any threatened, pending or completed
          action, suit or proceeding, whether civil, criminal, administrative or
          investigative (other than an action by or in the right of the
          corporation) by reason of the fact that he is or was a director,
          officer, employee or agent of the corporation, or is or was serving at
          the request of the corporation as a director, officer, employee or
          agent of another corporation, partnership, joint venture, trust or
          other enterprise, against expenses (including attorneys' fees),
          judgments, fines and amounts paid in settlement actually and
          reasonably incurred by him in connection with such action, suit or
          proceeding if he acted in good faith and in a manner he reasonably
          believed to be in or not opposed to the best interests of the
          corporation, and, with respect to any criminal action or proceeding,
          had no reasonable cause to believe his conduct was unlawful. The
          termination of any action, suit or proceeding by judgment, order,
          settlement, conviction, upon a plea of nolo contendere or its
          equivalent, shall not, of itself, create a presumption that the person
          did not act in good faith and in a manner which he reasonably believed
          to be in or not opposed to the best interests of the corporation, and,
          with respect to any criminal action or proceeding, had reasonable
          cause to believe that his conduct was unlawful.

     (b)  A corporation may indemnify any person who was or is a party or is
          threatened to be made a party to any threatened, pending or completed
          action or suit by or in the right of the corporation to procure a
          judgment in its favor by reason of the fact that he is or was a
          director, officer, employee or agent of the corporation, or is or was
          serving at the request of the corporation as a director, officer,
          employee or agent of another corporation, partnership, joint venture,
          trust or other enterprise against expenses (including attorneys' fees)
          actually and reasonably incurred by him in connection with the defense
          or settlement of such action or suit if he acted in good faith and in
          a manner he reasonably believed to be in or not opposed to the best
          interests of the corporation and except that no indemnification shall
          be made in respect of any claim, issue or matter as to which such
          persons shall have been adjudged to be liable for negligence or
          misconduct in the performance of his duty to the corporation unless
          and only to the extent that the Court of Chancery or the court in
          which such action or suit was brought shall determine upon application
          that, despite the adjudication of liability but in view of all the
          circumstances of the case, such person is fairly and reasonably
          entitled to indemnity for such expenses which the Court of Chancery or
          such other court shall deem proper.

     (c)  To the extent that a director, officer, employee or agent of a
          corporation has been successful on the merits or otherwise in defense
          of any action, suit or proceeding referred to in subsections (a) and
          (b) of this section, or in defense of any claim, issue or matter
          therein, he shall be indemnified against expenses (including
          attorneys' fees) actually and reasonably incurred by him in connection
          therewith.

     (d)  Any indemnification under subsections (a) and (b) of this section
          (unless ordered by a court) shall be made by the corporation only as
          authorized in the specific case upon a determination that
          indemnification of the director, officer, employee or agent is proper
          in the circumstances because he has met the applicable standard of
          conduct set forth in subsections (a) and (b) of this section. Such
          determination shall be made (1) by the board of directors by a
          majority vote of a quorum consisting of directors who were not parties
          to such action, suit or proceeding, or (2) if such a quorum is not
          obtainable, or, even if obtainable a quorum of disinterested directors
          so directs, by independent legal counsel in a written opinion, or (3)
          by the stockholders.

     (e)  Expenses incurred by an officer or director in defending a civil or
          criminal action, suit or proceeding may be paid by the corporation in
          advance of the final disposition of such action, suit or proceeding
          upon receipt of an undertaking by or on behalf of such director or
          officer, to repay such amount if it shall ultimately be determined
          that he is not entitled to be indemnified by the corporation as
          authorized in this section. Such expenses incurred by other employees
          and agents may be so paid upon such terms and conditions, if any, as
          the board of directors deems appropriate.

     (f)  The indemnification and advancement of expenses provided by, or
          granted pursuant to, the other subsections of this section shall not
          be deemed exclusive of any other rights to which those seeking
          indemnification or advancement of expenses may be entitled under any
          bylaw, agreement, vote of stockholders or disinterested directors or
          otherwise, both as to action in his official capacity and as to action
          in another capacity while holding such office.

     (g)  A corporation shall have power to purchase and maintain insurance on
          behalf of any person who is or was a director, officer, employee or
          agent of the corporation, or is or was serving at the request of the
          corporation as a director, officer, employee or agent of another
          corporation, partnership, joint venture, trust or other enterprise
          against any liability asserted against him and incurred by him in any
          such capacity, or arising out of his status as such, whether or not
          the corporation would have the power to indemnify him against such
          liability under this section.

     (h)  For purposes of this section, references to "the corporation" shall
          include, in addition to the resulting corporation, any constituent
          corporation (including any constituent of a constituent) absorbed in a
          consolidation or merger which, if its separate existence had
          continued, would have had power and authority to indemnify its
          directors, officers, and employees or agents, so that any person who
          is or was a director, officer, employee or agent of such constituent
          corporation, or is or was serving at the request of such constituent
          corporation as a director, officer, employee or agent of another
          corporation, partnership, joint venture, trust or other enterprise,
          shall stand in the same position under this section with respect to
          the resulting or surviving corporation as he would have with respect
          to such constituent corporation if its separate existence had
          continued.

     (i)  For purposes of this section, references to "other enterprises" shall
          include employee benefit plans; references to "fines" shall include
          any excise taxes assessed on a person with respect to an employee
          benefit plan; and references to "serving at the request of the
          corporation" shall include any service as a director, officer,
          employee or agent of the corporation which imposes duties on, or
          involves services by, such director, officer, employee, or agent with
          respect to an employee benefit plan, its participants or
          beneficiaries; and a person who acted in good faith and in a manner he
          reasonably believed to be in the interest of the participants and
          beneficiaries of an employee benefit plan shall be deemed to have
          acted in a manner "not opposed to the best interests of the
          corporation" as referred to in this section.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, (the "Securities Act") may be permitted to directors,
officers, and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to the court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

ITEM 7.  Exemption from Registration Claimed.
         -----------------------------------

          Not applicable.

ITEM 8.  Exhibits.
         ---------

<TABLE>
<CAPTION>
<C>   <S>    <C>
(24)  (a)    Consent of Oscar D. Folger (includes opinion required by Exhibit 5)
(24)  (b)    Consent of Grant Thornton LLP
(28)         Form of 2002 Stock Option Plan (1)
<FN>

---------------
(1)  Incorporated by reference from Exhibit A to Definitive Proxy for August 13,
     2002 Annual Meeting of Stockholders.
</TABLE>



ITEM 9.  Undertakings.
         ------------

          The undersigned registrant hereby undertakes:

          A.   To file, during any period in which offers or sales are being
               made, a post-effective amendment of this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect in the Prospectus any facts or events which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement; and

               (iii) To include any additional or changed material information
                    on the plan of distribution.

               Provided, however, that paragraphs (A)(i) and (ii) do not apply
          if the registration statement is on Form S-3, or Form S-8, and the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed by the
          Registrant pursuant to Section 13 or Section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference in the
          registration statement.

          B.   That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new Registration Statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          C.   To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

          D.   The undersigned registrant hereby undertakes that for purposes of
               determining any liability under the Securities Act of 1933, each
               filing of Registrant's annual report pursuant to Section 13(a) or
               15(d) of the Securities Exchange Act of 1934 (and, where
               applicable, each filing of an employee benefit plan's annual
               report pursuant to Section 15(d) of the Securities Exchange Act
               of 1934) that is deemed to be a new registration statement
               relating to the securities offered therein, and the offering of
               such securities at that time shall be deemed to be the initial
               bona fide offering thereof.

          E.   Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers
               and controlling persons of the registant pursuant to any charter
               provisions, by-laws, contract, arrangements, statute or
               otherwise, the registrant has been advised that in the opinion of
               the Securities and Exchange Commission such indemnification is
               against public policy as expressed in the Act and is, therefore,
               unenforceable. In the event that a claim for indemnification
               against such liabilities (other than the payment by the
               registrant of expenses incurred or paid by a director, officer or
               controlling person of the registrant in the successful defense of
               any action, suit, or proceeding) is asserted by such director,
               officer or controlling person in connection with with the
               securities being registered, the registrant will, unless in the
               opinion of its counsel the matter has been settled by a
               controlling precedent, submit to a court of appropriate
               jurisdiction the question whether such indemnification by it is
               against public policy as expressed in the Act and will be
               governed by the final adjudication of such issue.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York on the 24th day of March,
2003.

                                   TRACK DATA CORPORATION


                                   By                /s/
                                     -----------------------------------------
                                        Barry  Hertz
                                        Chairman  of  the  Board

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date stated.



<TABLE>
<CAPTION>
<S>                  <C>                                        <C>

SIGNATURE            TITLE                                      DATE
-------------------  -----------------------------------------  --------------

    /s/              Chairman of the Board and                  March 24, 2003
-------------------  Chief Executive Officer
Barry Hertz

    /s/              Chief Operating Officer,  Chief            March 24, 2003
-------------------  Financial Officer, Secretary and Director
Martin Kaye

    /s/              Executive Vice President                   March 24, 2003
-------------------  and Director
Jay Gelman

    /s/              Senior Vice President - Customer           March 24, 2003
-------------------    Relations and Director
Stanley Stern

    /s/              Director                                   March 24, 2003
-------------------
Abraham Biderman

    /s/              Director                                   March 24, 2003
-------------------
E. Bruce Fredrikson

    /s/              Director                                   March 24, 2003
-------------------
Jack Spiegelman

    /s/              Director                                   March 24, 2003
-------------------
Charles Zabatta

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 57461}]
{"company-data": {"conformed-name": "TRACK DATA CORP", "cik": "0000922811", "assigned-sic": "6200", "irs-number": "223181095", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104059", "film-number": "03620260"}, "business-address": {"street1": "56 PINE STREET", "city": "NEW YORK", "state": "NY", "zip": "10005", "phone": "2124224300"}, "mail-address": {"street1": "56 PINE STREET", "city": "NEW YORK", "state": "NY", "zip": "10005"}, "former-company": {"former-conformed-name": "GLOBAL MARKET INFORMATION INC", "date-changed": "19940506"}}
As filed with the Securities and Exchange Commission on March 27, 2003
                         Registration No. 333- _________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT 0F 1933

                             TRACK DATA CORPORATION
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   22-3181095
                      (IRS Employer Identification Number)

                                95 ROCKWELL PLACE
                            BROOKLYN, NEW YORK 11217
                                 (212) 522-7373
    (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                      MARTIN KAYE, EXECUTIVE VICE PRESIDENT
                                95 ROCKWELL PLACE
                            BROOKLYN, NEW YORK 11217
                                 (718) 522-0222
  (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                             2002 STOCK OPTION PLAN
                           (Full title of option plan)

     Copies of all Communications to:          Oscar D. Folger, Esq.
                                               521 Fifth Avenue
                                               New York, New York 10175
                                               (212) 697-6464

                         CALCULATION OF REGISTRATION FEE
TITLE OF
 SECURITIES                             PROPOSED MAXIMUM  PROPOSED MAXIMUM
    TO BE               AMOUNT TO BE     OFFERING PRICE      AGGREGATE          AMOUNT OF
  REGISTERED            REGISTERED (1)    PER SHARE (2)   OFFERING PRICE (2)  REGISTRATION FEE

  Common Stock,      2,500,000 shares       $.52            $1,300,000             $105.17
$.01 par  value
(1)  The Registration Statement also includes an undeterminable number of
     additional Shares that may become issuable pursuant to anti-dilution
     provisions of the Plan.

(2)  Estimated for purposes of computing the registration fee pursuant to Rule
     457(c) based upon the average of the high and low prices of the Common
     Stock as reported by Nasdaq NMS on March 21, 2003.
PROSPECTUS
                             TRACK DATA CORPORATION
                        ________________________________

                        2,500,000 Shares of Common Stock
                        ________________________________

This Prospectus relates to 2,500,000 shares of Common Stock of Track Data
Corporation (the "Company"), par value $.01 per share (the "Shares"), which are
issuable pursuant to the 2002 Stock Option Plan (the "Plan").  Any Shares, which
are offered, will be offered for the respective accounts of the Selling
Shareholders.  This Prospectus does not relate to the sale or issuance by the
Company of any securities.  The Company will not receive any proceeds from the
sale of the Shares by the Selling Shareholders.  The Company will receive
proceeds at the respective exercise prices upon exercise of the options.

                           __________________________

Our common stock is traded on the Nasdaq National Market System under the symbol
"TRAC."  On March 21, 2003, the last reported sale price of the common stock on
Nasdaq was $.54 per share.

See "Risk Factors" beginning on page 2 for information that should be considered
by prospective investors.

You should read the entire prospectus carefully before you make your investment
decision.  You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus.  The selling security holder is offering to
sell, and seeking offers to buy, shares of Track Data common stock only in
jurisdictions where offers and sales are permitted.  The information contained
in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any sale of the
shares.

                           __________________________

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete.  Any representation to the contrary is a
criminal offense.

                           __________________________

Information contained herein is subject to completion or amendment.  A
registration statement for these securities has been filed with the Securities
and Exchange Commission.  These securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes effective.
This prospectus shall not constitute an offer to sell or the solicitation of any
offer to buy nor shall there be any sale of these securities in any state in
which an offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

                  The date of this Prospectus is March 27, 2003

                                ABOUT TRACK DATA

     Track Data Corporation (the "Company") is a financial services company that
owns Track Data Securities Corp. ("TDSC"), a registered securities broker-dealer
and member of the National Association of Securities Dealers, Inc.  The Company
provides a proprietary, fully integrated Internet-based online trading and
market data system, proTrack, for the professional institutional traders and
myTrack, for the individual trader. The Company also operates Track ECN, an
electronic communication network that enables traders to display and match limit
orders for stocks.  The Company provides real-time financial market data,
fundamental research, charting and analytical services to institutional and
individual investors through dedicated telecommunication lines and the Internet.
The Company also disseminates news and third-party database information from
more than 100 sources worldwide.  The Company's operations are classified in two
business segments: (1) market data services and trading, including ECN services,
to the institutional professional investment community, and (2) Internet-based
online trading and market data services to the non-professional individual
investor community. The Company also engages in arbitrage trading.

     The Company maintains offices in the U.S. and Europe, with its executive
offices located at 95 Rockwell Place, Brooklyn, New York 11217. Its telephone
number is 212-943-4555 or 718-522-7373.

                                  RISK FACTORS

An investment in the offered shares involves a high degree of risk. Prospective
investors should understand that they may lose their investment and should
consider carefully the following risk factors in making their investment
decision. This prospectus contains and incorporates by reference forward-looking
statements, which are intended to fall within the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. Examples include the
discussion under "Business" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Form 10-K for the year
ended December 31, 2002.  These statements are based on current expectations
that involve a number of uncertainties including those set forth in the
following risk factors. Actual results could differ materially from those
results projected in these forward-looking statements.

RECENT DECLINES IN OUR OPERATING RESULTS. Our results since 2001 have been
adversely affected by downturns in stock prices and trading volume, and by
cutbacks in the number of professional traders employed by securities firms.
These trends continue. Our recent results are also being adversely affected by
our new pricing for ECN services that results in significantly lower gross
profit margins on trade executions. Our revenues are derived primarily from the
securities industry and related services, and we expect this business to
continue to account for almost all of our revenues. We have been directly and
indirectly affected by economic and political conditions, broad trends in
business and finance and changes in the conditions of the securities markets in
which our customers trade. Further, acts of war or terrorism could have an
adverse affect on our business.  Over the past several years the securities
markets have fluctuated considerably. The downturn in this market in 2002 has
adversely affected our operating results. Since August 2001, we have experienced
a decline in revenues and profits from our Professional Market segment due
principally to a reduction in customers' staffing.  This downtrend is continuing
in 2003.  In addition, we experienced a significant decline in revenues from our
retail trading business since the fourth quarter of 2001.  During 2002 and
continuing in 2003, the markets for technology and Internet-related stocks have
been especially volatile, and the significant downturn has had an even greater
effect on us because a substantial portion of our myTrack customers invest in
these types of stocks.  Retail investors have left the market, curtailed trading
or are trading with competitors.  In previous major stock market declines, many
firms in the securities industry suffered financial losses, and the level of
individual investor trading activity decreased after these events. Trading
volume was low in 2002, and our profitability was adversely affected because a
significant portion of our costs do not vary with revenue. For these reasons,
severe market fluctuations have affected our business, and are likely to
continue until the economy and the stock market becomes more steady.  These
factors may result in further deteriorating financial condition and result in
operating losses.

OUR STOCK, PRESENTLY LISTED ON NASDAQ NATIONAL MARKET SYSTEM, MAY BE DELISTED.
Our common stock is listed on Nasdaq's National Market System.  We received a
delisting notice from Nasdaq because we have not maintained a closing bid price
of at least $1.00 that is required for continued listing.  The continued listing
of our shares on the National Market System depends on a possible deferral of
the minimum bid price requirement that is now being considered by the SEC and
Nasdaq. Any deferral that is adopted by the SEC and Nasdaq is expected not to
extend beyond September 8, 2003, and may terminate before then.  Should our
shares be delisted from the National Market System, we expect that, subject to
certain conditions, our shares may be listed on the Nasdaq SmallCap Market until
September 8, 2004 whether or not our shares meet the minimum bid price
requirement.  If our common stock was delisted, trading, if any, in our common
stock would thereafter be conducted on the Pink Sheets or Bulletin Board.  As a
result, an investor may find it more difficult to dispose of, and to obtain
accurate quotations as to the value of the common stock.

CORPORATIONS WHO HAVE GREATER FINANCIAL, TECHNICAL AND MONETARY RESOURCES THAN
WE DO COULD LIMIT OUR ABILITY TO MAINTAIN OR INCREASE MARKET SHARE. We operate
in a highly competitive market with other distributors of financial and business
information, some of whom have substantially greater financial resources. The
industry in which we compete is characterized by developments requiring rapid
adaptation to provide competitive products and services.  We believe that
increased competition within the online services market could result in reduced
market share, price reductions, and increased spending on marketing and product
development, which could have a materially adverse effect on our financial
condition and result in operating losses.

TECHNICAL RISKS INVOLVED WITH NEW SERVICES AND PRODUCTS MAY CAUSE THEIR
INTRODUCTION TO BE UNTIMELY, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO REMAIN
COMPETITIVE. Our future success will depend in large part on our ability to
develop and enhance our services and products. We operate in a very competitive
industry in which the ability to develop and deliver advanced services through
the Internet and other channels is a key competitive factor. There are
significant technical risks in the development of new or enhanced services and
products, including the risk that we will be unable to effectively use new
technologies, adapt our services and products to emerging industry standards, or
develop, introduce and market enhanced or new services and products.

If we are unable to develop and introduce enhanced or new services and products
quickly enough to respond to market or customer requirements or to comply with
emerging industry standards, or if these services and products do not achieve
market acceptance, our business could be adversely affected resulting in
deteriorating financial condition and operating losses.

WE ARE HEAVILY DEPENDENT UPON ELECTRONIC SYSTEMS WHICH ARE SUBJECT TO FAILURE
DUE TO MANY FACTORS OVER WHICH WE HAVE LITTLE OR NO CONTROL. We receive and
process customer trade orders through electronic means such as the Internet and
dial-up links to our private computer networks. In addition, execution of
customer trades is made through a series of computerized processing systems and
links to third parties. Thus, we depend heavily on the capacity and reliability
of the electronic systems supporting this type of trading. Heavy use of our
systems during peak trading times or at times of unusual market volatility could
cause our systems to operate slowly or even to fail for periods of time. High
trading volume may cause significant delays in executing trading orders,
resulting in some customers' orders being executed at prices they did not
anticipate. These occurrences are dissatisfying to our customers, who may file
formal complaints with us or industry regulatory organizations, initiate
regulatory inquiries or proceedings, file lawsuits against us, switch brokers or
cease online trading altogether. While we constantly monitor system loads and
performance and regularly implement system upgrades to handle predicted
increases in trading volume and volatility, we cannot assure you that we will be
able to accurately predict such future volume increases or volatility or that
our systems will be able to accommodate such volume increases or volatility
without failure or degradation.

System failures or service interruptions could cause substantial losses for our
customers and result in decreased commission revenues from customer trading
activities and in loss of customer accounts, customer inability to satisfy
margin obligations and harm to our reputation and the perception of our trading
system's reliability. Any significant degradation or failure of our trading
systems or any other systems in the trading process could cause customers to
suffer delays in trading. During a systems failure, we may not be able to
process the volume of telephone orders placed by our customers. Additionally, a
natural disaster, power or telecommunications failure or act of war, may cause
an extended systems failure. Computer viruses or unauthorized access to or
sabotage of our network by a third party could also result in system failures or
service interruptions.

THE FUTURE SUCCESS OF OUR MARKET DATA, ECN AND ONLINE BROKERAGE BUSINESSES WILL
DEPEND ON THE CONTINUED DEVELOPMENT AND MAINTENANCE OF THE INTERNET
INFRASTRUCTURE. The Internet has experienced, and is expected to continue to
experience, significant growth in the number of users and amount of traffic. Our
future success will depend upon the development and maintenance of the
Internet's infrastructure to cope with this increased traffic. This will require
a reliable network backbone with the necessary speed, data capacity and
security, and the timely development of complementary products, such as high
speed modems and broadband services, for providing reliable Internet access and
services.

Many Internet service providers, which provide our customers with access to the
Internet, and other suppliers of Internet systems and components have
experienced a variety of outages and other delays as a result of damage to
portions of their infrastructure and other technical problems and could face
similar outages and delays in the future. Such outages and delays are likely to
affect the level of Internet usage and the processing of transactions and are
not within our control. In addition, the Internet could lose its viability due
to delays in the development or adoption of new standards to handle increased
levels of activity or due to increased government regulation. The adoption of
new standards or government regulation may require us to incur substantial data
processing development and compliance costs. Critical issues concerning the
commercial use of the Internet, including security, reliability, cost, ease of
use, accessibility and quality of service, remain unresolved. These issues may
negatively affect the growth of Internet use or the attractiveness of commerce
and communications on the Internet and, therefore impede our ability to grow.

WE DEPEND ON THIRD PARTIES FOR IMPORTANT ASPECTS OF OUR BUSINESS OPERATIONS. We
presently offer online trading to our myTrack customers utilizing Penson
Financial Services, Inc. to clear trades for our customers. If they were unable
or unwilling to provide these services, we would need to find a suitable
replacement. The failure to find a suitable replacement or to come to an
agreement with an acceptable alternate provider on terms acceptable to us could
materially adversely affect our business, resulting in increased operating
losses and the loss of customers.

WE OPERATE IN A HIGHLY REGULATED INDUSTRY AND COMPLIANCE FAILURES COULD
ADVERSELY AFFECT OUR BUSINESS.  Track Data Securities Corp., a wholly-owned
subsidiary of the Company, is the broker-dealer for our customers and is subject
to extensive regulation covering all aspects of the securities business,
including registration of offices and personnel, sales methods, acceptance and
execution of customer orders, handling of customer funds and securities, trading
practices, capital structure, record keeping, conduct of directors, officers and
employees and supervision.

The various governmental authorities and industry self-regulatory organizations
that supervise and regulate Track Data Securities and our clearing firm, Penson
Financial Services, Inc., generally have broad enforcement powers to censure,
fine, issue cease-and-desist orders or suspend or expel us or any of our
officers or employees who violate applicable laws or regulations. Their ability
to comply with all applicable laws and rules is largely dependent on their
establishment and maintenance of compliance and reporting systems, as well as
their ability to attract and retain qualified compliance and other personnel.
They could be subject to disciplinary or other regulatory or legal actions in
the future due to noncompliance.

Recently, various regulatory and enforcement agencies have been reviewing
systems capacity, customer access, best execution practices, and other service
issues as they relate to the discount and online brokerage industry. These could
result in enforcement actions, new regulations, or the retroactive application
of existing regulations, any of which could result in increased expenditures and
increased losses.

In addition, we use the Internet as a major distribution channel to provide
products and services to our customers. Due to the increasing popularity of the
Internet, it is possible that new laws and regulations may be adopted dealing
with such issues as user privacy, content and pricing. Such laws and regulations
might increase our cost of using, or limit our ability to use, the Internet as a
distribution channel, which could cause increased operating losses.

WE ARE RESPONSIBLE FOR ANY LOSSES INCURRED BY OUR CLEARING BROKER FROM CUSTOMER
ACCOUNTS INTRODUCED BY US.  Our customers' securities activities are transacted
on either a cash or margin basis.  In margin transactions, the clearing broker
extends credit to our customers, subject to various regulatory margin
requirements, collateralized by cash and securities in the customers' accounts.
However, we are required to either obtain additional collateral or to sell the
customer's position if such collateral is not forthcoming.  We are responsible
for any losses on such margin loans, and have agreed to indemnify our clearing
broker for losses that the clearing broker may sustain from the customer
accounts introduced by us.

OUR OPERATIONS WOULD BE INTERRUPTED IF THE SERVICES OF OUR CLEARING BROKER, WHO
CAN CANCEL ON 45 DAYS NOTICE, ARE TERMINATED. Track Data Securities is dependent
on the operational capacity and the ability of its clearing broker for the
orderly processing of transactions. Track Data Securities' clearing agreement
with Penson may be terminated by either party, upon 45 days prior written
notice. Termination or material interruptions of services provided by Track Data
Securities' clearing broker would have a material adverse effect on our delivery
of services to our customers. Track Data Securities' agreement with its clearing
broker provides that the clearing broker process all securities transactions for
the accounts of Track Data Securities customers. Services of the clearing broker
includes billing and credit extension, control and receipt, custody and delivery
of securities.

COMPETITION COULD INCREASE IF THIRD PARTIES OBTAIN ACCESS TO OUR PROPRIETARY
INFORMATION OR INDEPENDENTLY DEVELOP SIMILAR TECHNOLOGIES BECAUSE OF THE LIMITED
PROTECTION FOR OUR INTELLECTUAL PROPERTY. Third parties may copy or obtain and
use our proprietary technologies, ideas, know-how and other proprietary
information without authorization or independently develop technologies similar
or superior to our technologies. Policing unauthorized use of our technologies
and other intellectual property is difficult, particularly because the global
nature of the Internet makes it difficult to control the ultimate destination or
security of software or other data transmitted. Furthermore, the laws of other
jurisdictions may afford little or no effective protection of our intellectual
property rights.

OUR PRINCIPAL STOCKHOLDER MAY BE ABLE TO CONTROL MATTERS REQUIRING A STOCKHOLDER
VOTE, SUCH AS UNSOLICITED TAKEOVERS WHICH MAY PREVENT INVESTORS FROM RECEIVING A
PREMIUM ON THEIR SHARES.  As of February 28, 2003, Barry Hertz, Track Data's
Chairman, directly or indirectly controlled 26,613,880 shares of Track Data's
common stock or approximately 53% of our shares. He may be in a position to
control the outcome of matters requiring a stockholder vote, including the
election of directors.  Such control could have the effect of discouraging, or
making more difficult, an unsolicited acquisition of us by means of a tender
offer, a proxy contest or otherwise, even though an unsolicited acquisition
could have resulted in our stockholders receiving a premium for their shares or
be otherwise economically beneficial to them.

OUR EXECUTIVE OFFICERS DO NOT HAVE EMPLOYMENT CONTRACTS AND MAY LEAVE AT ANY
TIME. Our success is highly dependent upon the efforts and abilities of our
executive officers, particularly Mr. Barry Hertz, the Chairman of the Board and
Chief Executive Officer.  The loss of services of one or more of our executive
officers for any reason may result in extensive search costs, expensive
replacement costs, and loss of that executive's expertise.

OUR RIGHT TO ISSUE PREFERRED STOCK COULD DILUTE OR DIMINISH THE VALUE OF
EXISTING INVESTORS' COMMON STOCK. Our governing documents authorize the issuance
of up to one million shares of preferred stock without stockholder approval,
with dividend, liquidation, conversion, voting or other rights which could
adversely affect the voting power or other rights of the holders of our common
stock.  Depending on the designations, rights and preferences of a particular
issuance of preferred stock, such issuance could adversely affect the market
value of our common stock.

OUR RIGHT TO ISSUE PREFERRED STOCK COULD MAKE A THIRD-PARTY ACQUISITION OF US
DIFFICULT. Our governing documents authorize the issuance of up to one million
shares of preferred stock without stockholder approval, with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of our common stock.  In the event
of issuance, the preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control.
Although we have no present intention to issue any shares of preferred stock,
there can be no assurance that we will not do so in the future.

SUCCESS OF STOCKHOLDER ACTIONS AGAINST DIRECTORS IS LESS LIKELY AS OUR
DIRECTORS' LIABILITY FOR THEIR ACTIONS IS LIMITED AND WE MAY INDEMNIFY THEM IF
THEY ARE SUED. Our governing documents limit the liability of our directors for
breach of their fiduciary duty of care.  The effect is to eliminate liability of
directors for monetary damages arising out of negligent or grossly negligent
conduct. Stockholder actions against a director of Track Data for monetary
damages can only be maintained upon a showing of certain factors and not for
such director's negligence or gross negligence in satisfying his duty of care.
The factors required to obtain monetary damages are a breach of the individual
director's duty of loyalty to Track Data, a failure to act in good faith,
intentional misconduct, a knowing violation of the law, an improper personal
benefit, or an illegal dividend or stock purchase.  These documents also provide
for indemnification as permitted by Delaware law.  However, insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling Track Data pursuant to
the foregoing provisions, we have been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.

IT IS UNLIKELY THAT WE WILL PAY DIVIDENDS. We have not paid any cash dividends
since our inception and do not anticipate paying any cash dividends in the
foreseeable future.  There can be no assurance that our operations will result
in sufficient earnings to enable us to pay dividends.  It is anticipated that
earnings, if any, will be used to finance our growth.

                                 USE OF PROCEEDS

     All of the shares of common stock are being sold by the selling security
holders for their own account. We will not receive any of the proceeds from the
sale of any shares, except for proceeds received upon exercise of options. Any
proceeds received from the exercise of options will be used for general
corporate purposes. See "Plan of Distribution."

                              MATERIAL DEVELOPMENTS

     Since the Company's most recent filing of its Annual Report on Form 10-K
for the year ended December 31, 2002, no material developments have occurred.

                              SELLING SHAREHOLDERS

     The securities are being offered on behalf of a number of employees,
officers, directors and consultants of the Company. The list below sets forth
the current officers and directors on whose behalf securities are being offered
hereby. Unless otherwise indicated, the addresses for all of the Selling
Shareholders are 95 Rockwell Place, Brooklyn, NY 11217.
SECURITIES OWNED  SECURITIES TO   SECURITIES OWNED
NAME AND ADDRESS         BEFORE OFFERING   BE SOLD (6)     AFTER OFFERING
----------------        ----------------  -------------   ----------------

Barry Hertz (1)(5)        26,613,880           -0-        26,613,880

Martin Kaye (2)               38,400           -0-            38,400

Jay Gelman                     -0-             -0-             -0-

Abraham Biderman               -0-             -0-             -0-

Jack Spiegelman (3)           64,000           -0-            64,000

E. Bruce Fredrikson (2)
Syracuse University
School of Management
Syracuse, NY 13244            28,000           -0-            28,000

Stanley Stern (4)             44,000           -0-            44,000

Charles Zabatta                -0-             -0-             -0-
---------------
* = less than 1%

(1)  Consists of 24,380,532 shares owned by Mr. Hertz, 2,138,400 shares owned by
     Trusts established in the names of Mr. Hertz's children and 94,948 shares
     held by a family LLC managed by Mr. Hertz who owns 8% of such LLC. Mr.
     Hertz disclaims beneficial interest in shares owned by the Trust and 92% of
     the family LLC not owned by him.

(2)  Consists of shares owned of record.

(3)  Consists of 60,000 shares owned of record and 4,000 shares owned by his
     wife as to which Mr. Spiegelman disclaims beneficial interest.

(4)  Consists of 19,000 shares owned of record and 25,000 shares held in the
     Track Data Phantom Unit Trust to be released upon his termination of
     association with the Company, or earlier with approval of the Board of
     Directors.

(5)  After this offering, Mr. Hertz would own or control approximately 53% of
     the Company's Common Stock

(6)  No options have been granted as of the date of this prospectus pursuant to
     the 2002 Stock Option Plan. Does not include options granted pursuant to
     other stock option plans.
PLAN OF DISTRIBUTION

     The shares are being offered for the respective accounts of the Selling
Shareholders. The Company will not receive any proceeds from the sale of any
Shares by the Selling Shareholders. The Company will receive proceeds from the
exercise prices of any options which are exercised by the Selling Shareholders.

     The sale of Shares by the Selling Shareholders may be effected from time to
time in brokerage transactions, in negotiated transactions, through the writing
of options on the Shares, or through a combination of such methods of sale, at
fixed prices, which may be charged at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions by selling the
Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of the Shares for which such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary compensation).

     The Selling Shareholders and any broker-dealers who act in connection with
the sale of the shareholders hereunder may be deemed to be "underwriters" within
the meaning of section 2(11) of the Securities Act, and any commissions received
by them and profit on any sale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.

                                     EXPERTS

     The consolidated financial statements of Track Data Corporation
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for each of the three years in the period ended December 31, 2002 have
been audited by Grant Thornton LLP, independent certified public accountants, as
stated in their reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

                                  LEGAL MATTERS

     Certain legal matters in connection with the validity of the securities
offered by this prospectus will be passed on for the Company by Oscar D. Folger,
Esq., New York, New York. Mr. Folger owns 9,248 shares of our common stock.  Mr.
Folger also has options to purchase 50,000 shares of the Company's common stock.

                           DESCRIPTION OF COMMON STOCK

     Track Data is authorized to issue 300,000,000 shares of common stock, $.01
par value.  All of the outstanding shares of common stock are fully paid,
validly issued and non-assessable.

     Holders of shares of common stock are entitled to share equally on a per
share basis in such dividends as may be declared by the Board of Directors out
of funds legally available therefor.  There are presently no plans to pay
dividends with respect to the shares of common stock.  Upon liquidation,
dissolution or winding up of Track Data, after payment of creditors and the
holders of any senior securities, the assets will be divided pro rata on a per
share basis among the holders of shares of common stock.  There are no
conversion or redemption privileges nor any sinking fund provisions with respect
to the common stock, nor are there any preemption rights.

     Holders of shares of common stock are entitled to cast one vote for each
share held at all stockholders' meetings for all purposes, including the
election of directors.  The common stock does not have cumulative voting rights,
which means that the holders of more that 50% of the common stock can elect 100%
of the Directors if they choose to do so.  The By-laws require that only a
majority of the issued and outstanding shares of common stock need be
represented to constitute a quorum and to transact business at a stockholders'
meeting.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The Securities and Exchange Commission ("SEC") allows us to "incorporate"
into this prospectus information we file with the SEC in other documents.  This
means that we can disclose important information to you by referring to other
documents that contain that information.  The information may include documents
filed after the date of this prospectus which update and supersede the
information you read in this prospectus.  We incorporate by reference the
documents listed below, except to the extent information in those documents is
different from the information contained in this prospectus, and all future
documents filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act until we terminate the offering of these shares.

     The following documents of our Company which have been filed with the SEC
are hereby incorporated by reference in this prospectus:
SEC Filing                             Content

Annual Report on Form 10-K              Year ended December 31, 2002

Definitive Proxy for August 13, 2002    Appendix A - 2002 Stock Option Plan
    Annual Meeting of Stockholders
You may request a copy of these documents, at no cost, by writing to:

Track Data Corporation
95 Rockwell Place
Brooklyn, NY 11217
Attention: Investor Relations
Telephone: (718) 522-7373

            LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS

     The Company's Certificate of Incorporation includes a provision that
eliminates or limits the personal financial liability of the Company's
directors, except in situations where there has been a breach of the director's
duty of loyalty to the Company or its stockholders, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, liability under Section 174 of the Delaware General Corporation Law
relative to unlawful payment of dividends, stock purchases or redemptions, or
any transaction from which the director derived an improper personal benefit. In
addition, under its Certificate of Incorporation and By-Laws as well as under
separate agreements, the Company is required to indemnify its officers and
directors to the fullest extent permitted by law.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly, and current reports, proxy statements, and other
documents with the SEC.  You may read and copy any document we file at the SEC's
public reference room at Judiciary Plaza Building, 450 Fifth Street, N.W., Room
1024, Washington, D.C.  20549.  You should call 1-800-SEC-0330 for more
information on the public reference room.  The SEC maintains an Internet site at
http://www.sec.gov where certain information regarding issuers, including Track
Data Corporation, may be found.  This prospectus is part of a registration
statement that we filed with the SEC, registration No. 333-_________ The
registration statement contains more information than this prospectus regarding
the Company and its common stock, including certain exhibits and schedules.  You
can get a copy of the registration statement from the SEC at the address listed
above or from its Internet site.

                             TRACK DATA CORPORATION
                              ____________________

                        2,500,000 Shares of Common Stock
                              ____________________

                                   PROSPECTUS
                              ____________________

                                 March 27, 2003

     NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY
SECURITIES IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

                                     PART II

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 3.  Incorporation of Documents by Reference.
         ---------------------------------------

          See "Incorporation of Certain Information by Reference."

ITEM 4.  Description of Securities.
         -------------------------

          See "Description of Common Stock.".

ITEM 5.  Interest of Named Experts and Counsel.
         -------------------------------------

          See "Legal Matters."

ITEM 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     The Company has entered into agreements with each director in which the
Company agrees to indemnify each director and officer to the maximum extent
permitted by law.

     The Company's Certificate of Incorporation provides that all directors,
officers, employees and agents of the Registrant shall be entitled to be
indemnified by the Company to the fullest extent permitted by law. The
Certificate of Incorporation also provides as follows:

     A director, or former director, shall not be liable to the corporation or
to any of its stockholders for monetary damages for breach of fiduciary duty as
a director, provided that this provision shall not eliminate or limit the
liability of a director:  (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders;  (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the General Corporation Law of the State of Delaware,
pertaining to the liability of directors for unlawful payment of dividends or
unlawful stock purchase or redemption; or  (iv) for any transaction from which
the director derived an improper personal benefit.

     Section 145 of the Delaware General Corporation Law concerning
indemnification of officers, directors, employees and agents is set forth below.

     Section 145.   Indemnification of officers, directors, employees and
agents; insurance.

     (a)  A corporation may indemnify any person who was or is a party or is
          threatened to be made a party to any threatened, pending or completed
          action, suit or proceeding, whether civil, criminal, administrative or
          investigative (other than an action by or in the right of the
          corporation) by reason of the fact that he is or was a director,
          officer, employee or agent of the corporation, or is or was serving at
          the request of the corporation as a director, officer, employee or
          agent of another corporation, partnership, joint venture, trust or
          other enterprise, against expenses (including attorneys' fees),
          judgments, fines and amounts paid in settlement actually and
          reasonably incurred by him in connection with such action, suit or
          proceeding if he acted in good faith and in a manner he reasonably
          believed to be in or not opposed to the best interests of the
          corporation, and, with respect to any criminal action or proceeding,
          had no reasonable cause to believe his conduct was unlawful. The
          termination of any action, suit or proceeding by judgment, order,
          settlement, conviction, upon a plea of nolo contendere or its
          equivalent, shall not, of itself, create a presumption that the person
          did not act in good faith and in a manner which he reasonably believed
          to be in or not opposed to the best interests of the corporation, and,
          with respect to any criminal action or proceeding, had reasonable
          cause to believe that his conduct was unlawful.

     (b)  A corporation may indemnify any person who was or is a party or is
          threatened to be made a party to any threatened, pending or completed
          action or suit by or in the right of the corporation to procure a
          judgment in its favor by reason of the fact that he is or was a
          director, officer, employee or agent of the corporation, or is or was
          serving at the request of the corporation as a director, officer,
          employee or agent of another corporation, partnership, joint venture,
          trust or other enterprise against expenses (including attorneys' fees)
          actually and reasonably incurred by him in connection with the defense
          or settlement of such action or suit if he acted in good faith and in
          a manner he reasonably believed to be in or not opposed to the best
          interests of the corporation and except that no indemnification shall
          be made in respect of any claim, issue or matter as to which such
          persons shall have been adjudged to be liable for negligence or
          misconduct in the performance of his duty to the corporation unless
          and only to the extent that the Court of Chancery or the court in
          which such action or suit was brought shall determine upon application
          that, despite the adjudication of liability but in view of all the
          circumstances of the case, such person is fairly and reasonably
          entitled to indemnity for such expenses which the Court of Chancery or
          such other court shall deem proper.

     (c)  To the extent that a director, officer, employee or agent of a
          corporation has been successful on the merits or otherwise in defense
          of any action, suit or proceeding referred to in subsections (a) and
          (b) of this section, or in defense of any claim, issue or matter
          therein, he shall be indemnified against expenses (including
          attorneys' fees) actually and reasonably incurred by him in connection
          therewith.

     (d)  Any indemnification under subsections (a) and (b) of this section
          (unless ordered by a court) shall be made by the corporation only as
          authorized in the specific case upon a determination that
          indemnification of the director, officer, employee or agent is proper
          in the circumstances because he has met the applicable standard of
          conduct set forth in subsections (a) and (b) of this section. Such
          determination shall be made (1) by the board of directors by a
          majority vote of a quorum consisting of directors who were not parties
          to such action, suit or proceeding, or (2) if such a quorum is not
          obtainable, or, even if obtainable a quorum of disinterested directors
          so directs, by independent legal counsel in a written opinion, or (3)
          by the stockholders.

     (e)  Expenses incurred by an officer or director in defending a civil or
          criminal action, suit or proceeding may be paid by the corporation in
          advance of the final disposition of such action, suit or proceeding
          upon receipt of an undertaking by or on behalf of such director or
          officer, to repay such amount if it shall ultimately be determined
          that he is not entitled to be indemnified by the corporation as
          authorized in this section. Such expenses incurred by other employees
          and agents may be so paid upon such terms and conditions, if any, as
          the board of directors deems appropriate.

     (f)  The indemnification and advancement of expenses provided by, or
          granted pursuant to, the other subsections of this section shall not
          be deemed exclusive of any other rights to which those seeking
          indemnification or advancement of expenses may be entitled under any
          bylaw, agreement, vote of stockholders or disinterested directors or
          otherwise, both as to action in his official capacity and as to action
          in another capacity while holding such office.

     (g)  A corporation shall have power to purchase and maintain insurance on
          behalf of any person who is or was a director, officer, employee or
          agent of the corporation, or is or was serving at the request of the
          corporation as a director, officer, employee or agent of another
          corporation, partnership, joint venture, trust or other enterprise
          against any liability asserted against him and incurred by him in any
          such capacity, or arising out of his status as such, whether or not
          the corporation would have the power to indemnify him against such
          liability under this section.

     (h)  For purposes of this section, references to "the corporation" shall
          include, in addition to the resulting corporation, any constituent
          corporation (including any constituent of a constituent) absorbed in a
          consolidation or merger which, if its separate existence had
          continued, would have had power and authority to indemnify its
          directors, officers, and employees or agents, so that any person who
          is or was a director, officer, employee or agent of such constituent
          corporation, or is or was serving at the request of such constituent
          corporation as a director, officer, employee or agent of another
          corporation, partnership, joint venture, trust or other enterprise,
          shall stand in the same position under this section with respect to
          the resulting or surviving corporation as he would have with respect
          to such constituent corporation if its separate existence had
          continued.

     (i)  For purposes of this section, references to "other enterprises" shall
          include employee benefit plans; references to "fines" shall include
          any excise taxes assessed on a person with respect to an employee
          benefit plan; and references to "serving at the request of the
          corporation" shall include any service as a director, officer,
          employee or agent of the corporation which imposes duties on, or
          involves services by, such director, officer, employee, or agent with
          respect to an employee benefit plan, its participants or
          beneficiaries; and a person who acted in good faith and in a manner he
          reasonably believed to be in the interest of the participants and
          beneficiaries of an employee benefit plan shall be deemed to have
          acted in a manner "not opposed to the best interests of the
          corporation" as referred to in this section.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, (the "Securities Act") may be permitted to directors,
officers, and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to the court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

ITEM 7.  Exemption from Registration Claimed.
         -----------------------------------

          Not applicable.

ITEM 8.  Exhibits.
         ---------
(24)  (a)    Consent of Oscar D. Folger (includes opinion required by Exhibit 5)
(24)  (b)    Consent of Grant Thornton LLP
(28)         Form of 2002 Stock Option Plan (1)
---------------
(1)  Incorporated by reference from Exhibit A to Definitive Proxy for August 13,
     2002 Annual Meeting of Stockholders.
ITEM 9.  Undertakings.
         ------------

          The undersigned registrant hereby undertakes:

          A.   To file, during any period in which offers or sales are being
               made, a post-effective amendment of this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect in the Prospectus any facts or events which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement; and

               (iii) To include any additional or changed material information
                    on the plan of distribution.

               Provided, however, that paragraphs (A)(i) and (ii) do not apply
          if the registration statement is on Form S-3, or Form S-8, and the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed by the
          Registrant pursuant to Section 13 or Section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference in the
          registration statement.

          B.   That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new Registration Statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          C.   To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

          D.   The undersigned registrant hereby undertakes that for purposes of
               determining any liability under the Securities Act of 1933, each
               filing of Registrant's annual report pursuant to Section 13(a) or
               15(d) of the Securities Exchange Act of 1934 (and, where
               applicable, each filing of an employee benefit plan's annual
               report pursuant to Section 15(d) of the Securities Exchange Act
               of 1934) that is deemed to be a new registration statement
               relating to the securities offered therein, and the offering of
               such securities at that time shall be deemed to be the initial
               bona fide offering thereof.

          E.   Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers
               and controlling persons of the registant pursuant to any charter
               provisions, by-laws, contract, arrangements, statute or
               otherwise, the registrant has been advised that in the opinion of
               the Securities and Exchange Commission such indemnification is
               against public policy as expressed in the Act and is, therefore,
               unenforceable. In the event that a claim for indemnification
               against such liabilities (other than the payment by the
               registrant of expenses incurred or paid by a director, officer or
               controlling person of the registrant in the successful defense of
               any action, suit, or proceeding) is asserted by such director,
               officer or controlling person in connection with with the
               securities being registered, the registrant will, unless in the
               opinion of its counsel the matter has been settled by a
               controlling precedent, submit to a court of appropriate
               jurisdiction the question whether such indemnification by it is
               against public policy as expressed in the Act and will be
               governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York on the 24th day of March,
2003.

                                   TRACK DATA CORPORATION

                                   By                /s/
                                     -----------------------------------------
                                        Barry  Hertz
                                        Chairman  of  the  Board

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date stated.
SIGNATURE            TITLE                                      DATE
-------------------  -----------------------------------------  --------------

    /s/              Chairman of the Board and                  March 24, 2003
-------------------  Chief Executive Officer
Barry Hertz

    /s/              Chief Operating Officer,  Chief            March 24, 2003
-------------------  Financial Officer, Secretary and Director
Martin Kaye

    /s/              Executive Vice President                   March 24, 2003
-------------------  and Director
Jay Gelman

    /s/              Senior Vice President - Customer           March 24, 2003
-------------------    Relations and Director
Stanley Stern

    /s/              Director                                   March 24, 2003
-------------------
Abraham Biderman

    /s/              Director                                   March 24, 2003
-------------------
E. Bruce Fredrikson

    /s/              Director                                   March 24, 2003
-------------------
Jack Spiegelman

    /s/              Director                                   March 24, 2003
-------------------
Charles Zabatta