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                                                                  Exhibit 10.3.1

                 Amendments to Investment Technology Group, Inc.

                 1994 Stock Option and Long-Term Incentive Plan



                  The following amendments to the Investment Technology Group,
Inc. 1994 Stock Option and Long-Term Incentive Plan (the "Plan") were adopted by
the Board of Directors on May 14, 1996.

                  1. Section 5.5 of the Plan is amended by deleting such section
in its entirety and substituting therefor the following new Section 5.5.

                  5.5 In the event of a merger, consolidation, reorganization,
         recapitalization, stock split, stock dividend, other extraordinary
         dividend or other changes in corporate structure or capitalization
         affecting the Common Stock, the Committee may make appropriate
         adjustment in the number or kind of shares subject to options, rights
         and other Awards granted under the Plan, and other terms and conditions
         of Awards and/or the exercise price of Awards in the event of any stock
         dividend, stock split, spin-off or recapitalization in the form of
         large, special and non-recurring dividends, appropriate provision for
         supplemental payments of cash, other Awards, or other property, or
         appropriate adjustment in the maximum number of shares referred to in
         Section 5 of the Plan, as the Committee may determine to be necessary
         or appropriate in order to prevent dilution or enlargement of the
         rights of Participants. In the event that the Company declares a cash
         dividend (other than one constituting a large, special and
         non-recurring dividend), the Committee shall make appropriate
         adjustment to the number of shares subject to options, rights and other
         Awards granted under the Plan or shall make appropriate provision for
         supplemental payments of cash, other Awards or other property, but
         shall not make any adjustment to the exercise price of Awards.

                  2. Section 6.1 of the Plan is amended by deleting such section
in its entirety and substituting therefor the following new Section 6.1.

                  6.1 Stock Options. The Committee may grant Incentive Stock
         Options, Non-Qualified Stock Options or both to purchases shares of
         Common Stock from the Company to such Officers and other key employees,
         in such amount and subject to such terms and conditions, as the
         Committee shall determine in its sole discretion, subject to the
         provisions of the Plan, provided, however, that in no event may any
         Stock Option granted hereunder be exercisable prior to May 4, 1997 or
         after the expiration of 10 years from the date of such grant. The
         automatic or discretionary grant of "reload" Stock Options is
         specifically authorized.
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                  3. Except as so amended, the terms and conditions of the Plan
are unchanged and remain in full force and effect.

Adopted by the Board of Directors:  May 14, 1996