As filed with the Securities and Exchange Commission on __________ __, 2001
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                           INSTINET GROUP INCORPORATED
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    13-4134098
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

                                 3 Times Square
                            New York, New York 10036
                                 (212) 310-9500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

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

                               INSTINET 2000 STOCK
                                   OPTION PLAN
                            AS AMENDED AND RESTATED,
                                  MARCH 2, 2001
                            (Full Title of the Plan)

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

                              PAUL A. MEROLLA, ESQ.
                             SENIOR VICE PRESIDENT,
                          SECRETARY AND GENERAL COUNSEL
                           INSTINET GROUP INCORPORATED
              3 Times Square, 10th Floor, New York, New York 10036
                                 (212) 310-9500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                              Alan L. Beller, Esq.
                            Cleary, Gottlieb, Steen &
                                    Hamilton
                                One Liberty Plaza
                            New York, New York 10006

<TABLE>
                                           CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------------------
   Title of Securities           Amount          Proposed Maximum      Proposed Maximum        Amount of
          to be                  to be          Offering Price Per    Aggregate Offering     Registration
       Registered            Registered (1)          Share (2)            Price (2)             Fee (2)
----------------------------------------------------------------------------------------------------------
<S>                          <C>                <C>                   <C>                    <C>
Instinet Group
Incorporated Common            34,118,000            $18.165             $619,753,470         $154,938.37
Stock, par value $.01
----------------------------------------------------------------------------------------------------------
Preferred Share Purchase           --                   --                    --                  --
Rights (3)
----------------------------------------------------------------------------------------------------------
Total                          34,118,000            $18.165             $619,753,470         $154,938.37
----------------------------------------------------------------------------------------------------------

(1) Consists of common shares of Instinet Group Incorporated (the "Common
    Stock") to be issued pursuant to the Instinet 2000 Stock Option Plan, As
    Amended and Restated, March 2, 2001 (the "Plan"), together with an
    indeterminate number of shares that may be necessary to adjust the number of
    shares reserved for issuance pursuant to the Plan as a result of a stock
    split, stock dividend or similar adjustment of the outstanding Common Stock.

(2) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(h) under the Securities Act of 1933 with respect to
    shares of Common Stock issuable pursuant to stock options granted under the
    Plan and based upon the average of the high and low prices of the Common
    Stock of Instinet Group Incorporated as reported on NASDAQ on May 21, 2001.

(3) The Rights initially will trade together with the Common Stock. The value
    attributable to the Rights, if any, is reflected in the offering price of
    the Common Stock.
</TABLE>
<PAGE>

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The reports listed below have been filed with or furnished to the
Securities and Exchange Commission (the "Commission") by Instinet Group
Incorporated (the "Corporation" or the "Registrant") and are incorporated herein
by reference to the extent not superseded by reports or other information
subsequently filed or furnished.

         (i) The prospectus of the Corporation, dated May 17, 2001, filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the Corporation's Registration Statement on Form
S-1 (Registration No. 333-55190) filed with the Commission on February 8, 2001
as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No.
4, Amendment No. 5 and Post Effective No. 1 thereto filed by the Corporation
under the Securities Act with the Commission on April 3, 2001, April 20, 2001,
April 26, 2001, May 11, 2001, May 16, 2001, and May 23, 2001, respectively, and
the Corporation's Registration Statement on Form S-1 (Registration No.
333-61186) filed pursuant to Rule 462(b) under the Securities Act on May 17,
2001, as amended by Post Effective Amendment No. 1 thereto filed by the
Corporation on May 23, 2001 (collectively, the "Form S-1 Registration
Statement");

         (ii) The description of the Common Stock of the Corporation is
contained under the caption "Description of Capital Stock" in the Form S-1
Registration Statement and incorporated by reference to the Registration
Statement on Form 8-A filed by the Corporation under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") with the Commission on May 11, 2001;
and

         (iii) All of the Corporation's reports filed with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date of this Registration Statement and prior to filing a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such reports.

         For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Law ("Section 145") permits
indemnification of directors, officers, agents, employees and controlling
persons of a corporation under certain conditions and subject to certain
limitations. The Registrant's certificate of incorporation provides that no
director shall be personally liable to the Registrant or its stockholders for
monetary damages for a breach of fiduciary duty as a director. The Registrant's
bylaws further provide for indemnification of directors and officers to the
fullest extent permitted by the Delaware General Corporation Law, subject to
modification by contract with individual directors and executive officers.

         Section 145 and the Registrant's bylaws empower the Registrant to
purchase and maintain insurance that protects its officers, directors, employees
and agents against liabilities incurred in connection with their service in
those positions. The Registrant currently maintains standard policies of
insurance under which coverage is provided (a) to its directors and officers
against loss arising from claims made by reason of breach of duty or other
wrongful act, and (b) to the Registrant with respect to payments that may be
made by the Registrant to those officers and directors pursuant to the above
indemnification provision or otherwise as a matter of law.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):

         4.1   Instinet 2000 Stock Option Plan, As Amended and Restated, March
               2, 2001 (filed as Exhibit 10.7 to the Form S-1 Registration
               Statement and incorporated herein by reference)

         4.2   Certificate of Incorporation of Instinet Group Incorporated
               (filed as Exhibit 4.2 to the Form S-1 Registration Statement and
               incorporated herein by reference)

         4.3   Form of By-Laws of Incorporation of Instinet Group Incorporated
               (filed as Exhibit 4.3 to the Form S-1 Registration Statement and
               incorporated herein by reference)

         4.4   Form of Rights Agreement between Instinet Group Incorporated and
               Mellon Investor Services LLC (filed as Exhibit 4.4 to the Form
               S-1 Registration Statement and incorporated herein by reference)

         5.1   Opinion of Cleary, Gottlieb, Steen & Hamilton, regarding the
               validity of the securities being registered

         23.1  Consent of PricewaterhouseCoopers LLP, Independent Accountants

         23.2  Consent of Cleary, Gottlieb, Steen & Hamilton (included in
               Exhibit 5.1)

         24.1  Power of Attorney (included on signature page)

Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

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

                       (ii) To reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in this Registration Statement. Notwithstanding the foregoing,
         any increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of the prospectus
         filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
         the changes in volume and price represent no more than 20 percent
         change in the maximum aggregate offering price set forth in the
         "Calculation of Registration Fee" table in the effective registration
         statement.

                       (iii) To include any material information with respect to
         the plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement; provided, however, that paragraphs (a)(1)(i)
         and (a)(1)(ii) do not apply if the information required to be included
         in a post-effective amendment by those paragraphs is contained in
         periodic reports filed with or furnished to the Commission by the
         Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, 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.

                  (3) 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.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 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 the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a 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.
<PAGE>

                                   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
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, New York, on this day of May 22, 2001.

                                           INSTINET GROUP INCORPORATED


                                           By: /s/ PAUL A. MEROLLA
                                               -----------------------------
                                               Paul A. Merolla



                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul A. Merolla as his true and lawful
attorney-in-fact with power of substitution and resubstitution to sign in his
name, place and stead in any and all such capacities the Registration Statement
and any and all amendments thereto (including post-effective amendments) and any
documents in connection therewith, and to file the same with the Securities and
Exchange Commission, said attorney to have full power and authority to do and
perform, in the name and on behalf of each such officer and director who shall
have executed such a power of attorney, every act whatsoever which such attorney
may deem necessary or desirable to be done in connection therewith as fully and
to all intents and purposes as such officer or director of our company might or
could do in person.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities indicated on May 22, 2001.

               Signature                                 Title
               ---------                                 -----

          /s/ DOUGLAS M. ATKIN                President, Chief Executive
------------------------------------------    Officer and Director
Name: Douglas M. Atkin

           /s/ MARK NIENSTEDT                 Executive Vice President, Chief
------------------------------------------    Financial Officer, Chief
Name: Mark Nienstedt                          Accounting Officer and Director

        /s/ ANDRE F.H. VILLENEUVE             Director and Chairman of the Board
------------------------------------------
Name: Andre F.H. Villeneuve

            /s/ PETER J. JOB                             Director
------------------------------------------
Name: Peter J. Job

          /s/ THOMAS H. GLOCER                           Director
------------------------------------------
Name: Thomas H. Glocer

            /s/ IAN STRACHAN                             Director
------------------------------------------
Name: Ian Strachan

           /s/ RUPERT BARCLAY                            Director
------------------------------------------
Name: Rupert Barclay

            /s/ JOHN KASICH                              Director
------------------------------------------
Name: John Kasich

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
 Exhibit                           Description                            Method of Filing
 Number

<S>        <C>                                                          <C>
   4.1     Instinet 2000 Stock Option Plan, As Amended and Restated,    Filed as Exhibit 10.7
           March 2, 2001                                                to the Form S-1
                                                                        Registration
                                                                        Statement  and
                                                                        incorporated herein by
                                                                        reference

   4.2     Certificate of Incorporation of Instinet Group               Filed as Exhibit 4.2
           Incorporated                                                 to the Form S-1
                                                                        Registration
                                                                        Statement  and
                                                                        incorporated herein by
                                                                        reference

   4.3     Form of By-Laws of Incorporation of Instinet Group           Filed as Exhibit 4.3
           Incorporated                                                 to the Form S-1
                                                                        Registration
                                                                        Statement  and
                                                                        incorporated herein by
                                                                        reference

   4.4     Form of Rights Agreement between Instinet Group              Filed as Exhibit 4.4
           Incorporated and Mellon Investor Services LLC                to the Form S-1
                                                                        Registration
                                                                        Statement  and
                                                                        incorporated herein by
                                                                        reference

   5.1     Opinion of Cleary, Gottlieb, Steen & Hamilton, regarding     Filed herewith
           the validity of the securities being registered

  23.1     Consent of PricewaterhouseCoopers LLP, Independent           Filed herewith
           Accountants

  23.2     Consent of Cleary, Gottlieb, Steen & Hamilton (included      Filed herewith
           in Exhibit 5.1)

  24.1     Power of Attorney (included on signature page)               Filed herewith
</TABLE>
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{"company-data": {"conformed-name": "INSTINET GROUP INC", "cik": "0001132327", "assigned-sic": "6211", "irs-number": "134134098", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61468", "film-number": "1646608"}, "business-address": {"street1": "3 TIMES SQUARE", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2123109500"}, "mail-address": {"street1": "3 TIMES SQUARE", "city": "NEW YORK", "state": "NY", "zip": "10036"}, "former-company": [{"former-conformed-name": "INSTINET GROUP LLC", "date-changed": "20010207"}, {"former-conformed-name": "INSTINCT GROUP LLC", "date-changed": "20010110"}]}
As filed with the Securities and Exchange Commission on __________ __, 2001
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                           INSTINET GROUP INCORPORATED
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    13-4134098
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

                                 3 Times Square
                            New York, New York 10036
                                 (212) 310-9500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

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

                               INSTINET 2000 STOCK
                                   OPTION PLAN
                            AS AMENDED AND RESTATED,
                                  MARCH 2, 2001
                            (Full Title of the Plan)

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

                              PAUL A. MEROLLA, ESQ.
                             SENIOR VICE PRESIDENT,
                          SECRETARY AND GENERAL COUNSEL
                           INSTINET GROUP INCORPORATED
              3 Times Square, 10th Floor, New York, New York 10036
                                 (212) 310-9500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                              Alan L. Beller, Esq.
                            Cleary, Gottlieb, Steen &
                                    Hamilton
                                One Liberty Plaza
                            New York, New York 10006

                                           CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------------------
   Title of Securities           Amount          Proposed Maximum      Proposed Maximum        Amount of
          to be                  to be          Offering Price Per    Aggregate Offering     Registration
       Registered            Registered (1)          Share (2)            Price (2)             Fee (2)
----------------------------------------------------------------------------------------------------------
Instinet Group
Incorporated Common            34,118,000            $18.165             $619,753,470         $154,938.37
Stock, par value $.01
----------------------------------------------------------------------------------------------------------
Preferred Share Purchase           --                   --                    --                  --
Rights (3)
----------------------------------------------------------------------------------------------------------
Total                          34,118,000            $18.165             $619,753,470         $154,938.37
----------------------------------------------------------------------------------------------------------

(1) Consists of common shares of Instinet Group Incorporated (the "Common
    Stock") to be issued pursuant to the Instinet 2000 Stock Option Plan, As
    Amended and Restated, March 2, 2001 (the "Plan"), together with an
    indeterminate number of shares that may be necessary to adjust the number of
    shares reserved for issuance pursuant to the Plan as a result of a stock
    split, stock dividend or similar adjustment of the outstanding Common Stock.

(2) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(h) under the Securities Act of 1933 with respect to
    shares of Common Stock issuable pursuant to stock options granted under the
    Plan and based upon the average of the high and low prices of the Common
    Stock of Instinet Group Incorporated as reported on NASDAQ on May 21, 2001.

(3) The Rights initially will trade together with the Common Stock. The value
    attributable to the Rights, if any, is reflected in the offering price of
    the Common Stock.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The reports listed below have been filed with or furnished to the
Securities and Exchange Commission (the "Commission") by Instinet Group
Incorporated (the "Corporation" or the "Registrant") and are incorporated herein
by reference to the extent not superseded by reports or other information
subsequently filed or furnished.

         (i) The prospectus of the Corporation, dated May 17, 2001, filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the Corporation's Registration Statement on Form
S-1 (Registration No. 333-55190) filed with the Commission on February 8, 2001
as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No.
4, Amendment No. 5 and Post Effective No. 1 thereto filed by the Corporation
under the Securities Act with the Commission on April 3, 2001, April 20, 2001,
April 26, 2001, May 11, 2001, May 16, 2001, and May 23, 2001, respectively, and
the Corporation's Registration Statement on Form S-1 (Registration No.
333-61186) filed pursuant to Rule 462(b) under the Securities Act on May 17,
2001, as amended by Post Effective Amendment No. 1 thereto filed by the
Corporation on May 23, 2001 (collectively, the "Form S-1 Registration
Statement");

         (ii) The description of the Common Stock of the Corporation is
contained under the caption "Description of Capital Stock" in the Form S-1
Registration Statement and incorporated by reference to the Registration
Statement on Form 8-A filed by the Corporation under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") with the Commission on May 11, 2001;
and

         (iii) All of the Corporation's reports filed with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date of this Registration Statement and prior to filing a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such reports.

         For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Law ("Section 145") permits
indemnification of directors, officers, agents, employees and controlling
persons of a corporation under certain conditions and subject to certain
limitations. The Registrant's certificate of incorporation provides that no
director shall be personally liable to the Registrant or its stockholders for
monetary damages for a breach of fiduciary duty as a director. The Registrant's
bylaws further provide for indemnification of directors and officers to the
fullest extent permitted by the Delaware General Corporation Law, subject to
modification by contract with individual directors and executive officers.

         Section 145 and the Registrant's bylaws empower the Registrant to
purchase and maintain insurance that protects its officers, directors, employees
and agents against liabilities incurred in connection with their service in
those positions. The Registrant currently maintains standard policies of
insurance under which coverage is provided (a) to its directors and officers
against loss arising from claims made by reason of breach of duty or other
wrongful act, and (b) to the Registrant with respect to payments that may be
made by the Registrant to those officers and directors pursuant to the above
indemnification provision or otherwise as a matter of law.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):

         4.1   Instinet 2000 Stock Option Plan, As Amended and Restated, March
               2, 2001 (filed as Exhibit 10.7 to the Form S-1 Registration
               Statement and incorporated herein by reference)

         4.2   Certificate of Incorporation of Instinet Group Incorporated
               (filed as Exhibit 4.2 to the Form S-1 Registration Statement and
               incorporated herein by reference)

         4.3   Form of By-Laws of Incorporation of Instinet Group Incorporated
               (filed as Exhibit 4.3 to the Form S-1 Registration Statement and
               incorporated herein by reference)

         4.4   Form of Rights Agreement between Instinet Group Incorporated and
               Mellon Investor Services LLC (filed as Exhibit 4.4 to the Form
               S-1 Registration Statement and incorporated herein by reference)

         5.1   Opinion of Cleary, Gottlieb, Steen & Hamilton, regarding the
               validity of the securities being registered

         23.1  Consent of PricewaterhouseCoopers LLP, Independent Accountants

         23.2  Consent of Cleary, Gottlieb, Steen & Hamilton (included in
               Exhibit 5.1)

         24.1  Power of Attorney (included on signature page)

Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

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

                       (ii) To reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in this Registration Statement. Notwithstanding the foregoing,
         any increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of the prospectus
         filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
         the changes in volume and price represent no more than 20 percent
         change in the maximum aggregate offering price set forth in the
         "Calculation of Registration Fee" table in the effective registration
         statement.

                       (iii) To include any material information with respect to
         the plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement; provided, however, that paragraphs (a)(1)(i)
         and (a)(1)(ii) do not apply if the information required to be included
         in a post-effective amendment by those paragraphs is contained in
         periodic reports filed with or furnished to the Commission by the
         Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, 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.

                  (3) 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.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 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 the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a 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.
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
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, New York, on this day of May 22, 2001.

                                           INSTINET GROUP INCORPORATED

                                           By: /s/ PAUL A. MEROLLA
                                               -----------------------------
                                               Paul A. Merolla

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul A. Merolla as his true and lawful
attorney-in-fact with power of substitution and resubstitution to sign in his
name, place and stead in any and all such capacities the Registration Statement
and any and all amendments thereto (including post-effective amendments) and any
documents in connection therewith, and to file the same with the Securities and
Exchange Commission, said attorney to have full power and authority to do and
perform, in the name and on behalf of each such officer and director who shall
have executed such a power of attorney, every act whatsoever which such attorney
may deem necessary or desirable to be done in connection therewith as fully and
to all intents and purposes as such officer or director of our company might or
could do in person.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities indicated on May 22, 2001.

               Signature                                 Title
               ---------                                 -----

          /s/ DOUGLAS M. ATKIN                President, Chief Executive
------------------------------------------    Officer and Director
Name: Douglas M. Atkin

           /s/ MARK NIENSTEDT                 Executive Vice President, Chief
------------------------------------------    Financial Officer, Chief
Name: Mark Nienstedt                          Accounting Officer and Director

        /s/ ANDRE F.H. VILLENEUVE             Director and Chairman of the Board
------------------------------------------
Name: Andre F.H. Villeneuve

            /s/ PETER J. JOB                             Director
------------------------------------------
Name: Peter J. Job

          /s/ THOMAS H. GLOCER                           Director
------------------------------------------
Name: Thomas H. Glocer

            /s/ IAN STRACHAN                             Director
------------------------------------------
Name: Ian Strachan

           /s/ RUPERT BARCLAY                            Director
------------------------------------------
Name: Rupert Barclay

            /s/ JOHN KASICH                              Director
------------------------------------------
Name: John Kasich
EXHIBIT INDEX

 Exhibit                           Description                            Method of Filing
 Number
4.1     Instinet 2000 Stock Option Plan, As Amended and Restated,    Filed as Exhibit 10.7
           March 2, 2001                                                to the Form S-1
                                                                        Registration
                                                                        Statement  and
                                                                        incorporated herein by
                                                                        reference

   4.2     Certificate of Incorporation of Instinet Group               Filed as Exhibit 4.2
           Incorporated                                                 to the Form S-1
                                                                        Registration
                                                                        Statement  and
                                                                        incorporated herein by
                                                                        reference

   4.3     Form of By-Laws of Incorporation of Instinet Group           Filed as Exhibit 4.3
           Incorporated                                                 to the Form S-1
                                                                        Registration
                                                                        Statement  and
                                                                        incorporated herein by
                                                                        reference

   4.4     Form of Rights Agreement between Instinet Group              Filed as Exhibit 4.4
           Incorporated and Mellon Investor Services LLC                to the Form S-1
                                                                        Registration
                                                                        Statement  and
                                                                        incorporated herein by
                                                                        reference

   5.1     Opinion of Cleary, Gottlieb, Steen & Hamilton, regarding     Filed herewith
           the validity of the securities being registered

  23.1     Consent of PricewaterhouseCoopers LLP, Independent           Filed herewith
           Accountants

  23.2     Consent of Cleary, Gottlieb, Steen & Hamilton (included      Filed herewith
           in Exhibit 5.1)

  24.1     Power of Attorney (included on signature page)               Filed herewith