SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12

TRADESTATION GROUP, INC.
.................................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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TRADESTATION GROUP, INC.
TRADESTATION BUILDING
8050 S.W. 10TH STREET
PLANTATION, FLORIDA 33324

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 6, 2002

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To Our Shareholders:

The 2002 annual meeting of shareholders (the "Annual Meeting") of
TradeStation Group, Inc. (the "Company") will be held on September 6, 2002, at
10:00 a.m., local time, at the Sheraton Hotel, 1825 Griffin Road, Dania, Florida
33004, for the following purposes:

1. To elect six directors of the Company to serve for a one-year
term expiring in 2003;

2. To ratify the selection of Ernst & Young LLP as the Company's
independent public accountants for the year ending December
31, 2002; and

3. To transact such other business as may properly come before
the Annual Meeting or any postponement or adjournment thereof.

The Board of Directors has fixed July 31, 2002, as the record date for
the determination of shareholders entitled to vote at the Annual Meeting. Only
shareholders of record at the close of business on that date will be entitled to
notice of, and to vote at, the Annual Meeting or any postponement or adjournment
thereof.

Copies of the Company's Proxy Statement and annual report for the year
ended December 31, 2001 accompany this notice.

You are cordially invited to attend the meeting in person. Whether or
not you expect to attend the meeting in person, you are urged to sign and date
the enclosed proxy and return it promptly in the envelope provided for that
purpose.

By Order of the Board of Directors

/s/ Marc J. Stone
----------------------------------
Marc J. Stone
Secretary
Plantation, Florida
August 2, 2002

TRADESTATION GROUP, INC.
TRADESTATION BUILDING
8050 S.W. 10TH STREET
PLANTATION, FLORIDA 33324

PROXY STATEMENT

INTRODUCTION

GENERAL

This Proxy Statement, which, together with the accompanying proxy card,
is first being mailed to shareholders on or about August 5, 2002, is furnished
to the shareholders of TradeStation Group, Inc. (the "Company") in connection
with the solicitation of proxies by the Board of Directors (sometimes referred
to as the "Board") of the Company for use in voting at the 2002 annual meeting
of shareholders (the "Annual Meeting"), including any adjournment or
postponement thereof.

The cost of this solicitation will be borne by the Company. In addition
to solicitation by mail, proxies may be solicited in person or by telephone,
e-mail, facsimile or other means by officers and/or regular employees of the
Company without additional compensation or remuneration therefor. Arrangements
have also been made with brokers, dealers, banks, voting trustees and other
custodians, nominees and fiduciaries to forward proxy materials and annual
reports to the beneficial owners of the shares held of record by such persons,
and the Company will, upon request, reimburse them for their reasonable expenses
in so doing.

A copy of the Company's annual report for the fiscal year ended
December 31, 2001 (which has included therein audited financial statements for
the Company for the three fiscal years ended December 31, 2001) is being mailed
to the Company's shareholders together with this Proxy Statement. Such annual
report is not, however, incorporated into this Proxy Statement nor is it to be
deemed a part of the proxy soliciting material.

VOTING PROCEDURES

Proxies in the form enclosed, if properly executed and received in time
for voting and not revoked, will be voted as directed in accordance with the
instructions thereon. In voting by proxy in regard to the election of six
directors to serve until the 2003 annual meeting of shareholders, shareholders
may vote in favor of all nominees or withhold their votes as to all or as to any
specific nominees. In voting by proxy in regard to the ratification of the
selection of Ernst & Young LLP as the Company's independent public accountants,
shareholders may vote for or against or abstain from voting. Any properly
executed and timely received proxy not so directing or instructing to the
contrary will be voted FOR (i) each of the Company's nominees as directors, and
(ii) ratification of the selection of Ernst & Young LLP. See Proposals 1 and 2
herein. Sending in a signed proxy will not affect a shareholder's right to
attend the meeting and vote in person since the proxy is revocable. Any
shareholder giving a proxy may revoke it at any time before it is voted at the
Annual Meeting by, among other methods, giving notice of such revocation to the
Secretary of the Company, attending the Annual Meeting and voting in person or
by duly executing and returning a proxy bearing a later date.

The management knows of no other matters to be presented for action at
the Annual Meeting other than as mentioned herein. However, if any other matters
come before the Annual Meeting, the holders of the proxies intend to vote in
such manner as they decide in their sole discretion.

VOTING SECURITIES

At the close of business on July 31, 2002, the record date for the
determination of shareholders entitled to receive notice of and to vote at the
meeting (the "Record Date"), the Company's outstanding voting securities
consisted of 44,568,524 shares of Common Stock. Holders of Common Stock are
entitled to one vote per share.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock, as of the Record Date, by
(i) each person who is known to the Company to own beneficially more than 5% of
the Company's Common Stock, (ii) each of the Company's directors and nominees
for directors who own shares of Common Stock, (iii) the Company's Co-Chief
Executive Officers and its other three Named Executive Officers, and (iv) all
directors and executive officers of the Company as a group. The Company believes
that the beneficial owners of the Common Stock listed below, based on
information provided by such owners, have sole investment and voting power with
respect to such shares.

SHARES BENEFICIALLY OWNED (1)
------------------------------
NAME OF BENEFICIAL OWNER (1) NUMBER PERCENT
---------------------------- ---------- -------
William R. Cruz (2) 10,928,838 24.5%
Ralph L. Cruz (3) 10,791,468 24.2%
Benedict Gambino 4,480,960 10.1%
Andrew Allen (4) 4,020,960 9.0%
Salomon Sredni 326,750 *
Charles F. Wright (5) 275,413 *
Marc J. Stone 184,000 *
David H. Fleischman 42,500 *
Stephen C. Richards 41,333 *
Michael W. Fipps 250 *
All executive officers and
directors as a group (8 persons)(6) 22,590,522 50.0%

- --------------------
* Less than 1%.

(1) The address of: William R. Cruz and Ralph L. Cruz is TradeStation Group,
Inc., 8050 S.W. 10th Street, Plantation, Florida 33324; Benedict Gambino is
22356 Timberlea Lane, Kildeer, Illinois 60047; and Andrew A. Allen is One
Yellowstone Club Trail, Big Sky, Montana 59716. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission ("SEC") that deem shares to be beneficially owned by any person
who has or shares voting or investment power with respect to such shares.
It includes options held by executive officers and/or directors which are
exercisable within 60 days of the Record Date. Prior to May 1, 2002, the
shares beneficially owned by the Cruzes and Messrs. Allen and Gambino were
subject to a voting trust agreement. That agreement was terminated on May
1, 2002 and is of no further force or effect.

(2) All but 100 shares are held by two Texas limited partnerships as to which
William R. Cruz possesses sole voting and dispositive powers through his
direct and/or indirect 100% ownership of the sole general partner of each
of such limited partnerships. In one limited partnership William R. Cruz is
the sole limited partner and in the other limited partnership William R.
Cruz and a grantor retained annuity trust for the benefit of William R.
Cruz and his family are the limited partners. Does not include 900 shares
owned by the spouse of William R. Cruz with respect to which Mr. Cruz
disclaims beneficial ownership.

(3) The shares are held by two Texas limited partnerships as to which Ralph L.
Cruz possesses sole voting and dispositive powers through his direct and/or
indirect 100% ownership of the sole general partner of each of such limited
partnerships. In one limited partnership Ralph L. Cruz is the sole limited
partner and in the other Ralph L. Cruz and his spouse are the limited
partners.

(4) Includes 3,893,000 shares held by Andrew A. Allen Family Limited
Partnership as to which Andrew A. Allen possesses sole voting and
dispositive powers through his 100% ownership of the sole general partner
of such limited partnership.

(5) Includes 6,500 shares held as custodian for the benefit of the sons of
Charles F. Wright.

(6) See other footnotes above.

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company and their
respective ages and positions with the Company as of the date of this Proxy
Statement are as follows:

NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------

William R. Cruz 41 Co-Chairman of the Board and Co-Chief Executive Officer
Ralph L. Cruz 38 Co-Chairman of the Board and Co-Chief Executive Officer
Salomon Sredni 35 President and Chief Operating Officer and Director
David H. Fleischman 56 Chief Financial Officer, Vice President of Finance and Treasurer
Marc J. Stone 41 Vice President of Corporate Development, General Counsel and Secretary
Stephen C. Richards (1)(2) 48 Director
Charles F. Wright (1)(2) 51 Director
Michael W. Fipps (1) 59 Director

- --------------------
(1) Member of the Audit Committee of the Board.
(2) Member of the Compensation Committee of the Board.

The directors hold office until the next annual meeting of
shareholders. Executive officers serve at the discretion of the Board.

WILLIAM R. CRUZ co-founded the Company with his brother, Ralph Cruz, in
1982 and has been a director since that time. He served as President from 1982
to September 1999. Mr. Cruz was appointed Co-Chairman of the Board and Co-Chief
Executive Officer of the Company in 1996. Mr. Cruz studied classical violin at
the University of Miami, which he attended on a full scholarship, and the
Juilliard School of Music, during which time he won numerous classical violin
competitions. Mr. Cruz has been primarily responsible for the conception and
management of the Company's products and product strategies.

RALPH L. CRUZ co-founded the Company in 1982 and has been a director
since that time. Mr. Cruz was Vice President of the Company from 1982 until
1996, at which time he was appointed Co-Chairman of the Board and Co-Chief
Executive Officer. Mr. Cruz also serves as a director of the Company's two
operating subsidiaries. Mr. Cruz studied classical violin at the University of
Miami, which he attended on a full scholarship, and Indiana University, during
which time he won numerous classical violin competitions. Mr. Cruz historically
has been responsible for the Company's marketing strategies.

SALOMON SREDNI joined the Company in December 1996 as its Vice
President of Operations and Chief Financial Officer and was named Treasurer and
a director of the Company in July 1997. In August 1999, he was named President
and Chief Operating Officer. Mr. Sredni also serves as a director of the
Company's two operating subsidiaries. Before joining the Company, from August
1994 to November 1996, Mr. Sredni was Vice President of Accounting and Corporate
Controller at IVAX Corporation, a publicly-held pharmaceutical company. Prior to
that time, from January 1988 to August 1994, Mr. Sredni was with Arthur Andersen
LLP. Mr. Sredni is a Certified Public Accountant and a member of the American
Institute of Certified Public Accountants and the Florida Institute of Certified
Public Accountants. He has a bachelor's degree in Accounting from The
Pennsylvania State University.

DAVID H. FLEISCHMAN joined the Company as Chief Financial Officer, Vice
President of Finance and Treasurer in February 2001. Prior to joining the
Company, Mr. Fleischman was engaged as a Director of Crossroads LLC, a firm that
provides financial and management expertise and services to companies seeking to
maximize the efficiencies and performance of their management teams. From
January 1997 until September 2000, Mr. Fleischman served as Senior Vice
President, Chief Financial Officer and member of the Board of Advisors of The
SeaSpecialties Group. From 1992 to 1996, he served as Senior Vice President and
Treasurer of The Kislak Organization - J.I. Kislak, Inc., an organization that,
during those years, included the largest privately-held mortgage-banking company
in the United States. From 1983 to 1992, Mr. Fleischman served as a Director,
Vice President and Chief Financial Officer of the U.S. group of Berisford
International plc, a publicly-held United Kingdom company. From 1969 to 1983, he
held several positions with subsidiaries of Midland Bank plc, including London
American Finance Corporation and Drake America Corporation. He began his career
in 1967 in the audit division of a predecessor firm of Ernst & Young LLP. Mr.
Fleischman has a bachelor's of science degree in accounting from The New York
Institute of Technology.

MARC J. STONE joined the Company in May 1997 as its Vice President of
Corporate Development, General Counsel and Secretary. Mr. Stone also serves as a
director of the Company's two operating subsidiaries. From January 1993 to May
1997, Mr. Stone was a partner at a predecessor law firm of Bilzin Sumberg Dunn
Baena Price & Axelrod LLP, which currently serves as the Company's regular
outside counsel. Prior to that time, from 1985 to 1992, Mr. Stone was an
associate with that predecessor law firm. Mr. Stone is of counsel to Bilzin
Sumberg. Mr. Stone has bachelor's degrees in English and American Literature and
Theatre Arts and Dramatic Literature from Brown University, and received his law
degree from University of California (Boalt Hall) School of Law at Berkeley. Mr.
Stone is a member of the Bar of the State of New York, The Florida Bar, the
American Bar Association and the New York State Bar Association.

STEPHEN C. RICHARDS is Chief Operating Officer and Chief Financial
Officer of Network Associates, Inc. (NYSE:NET), a provider of network security
and availability solutions for e-business. He served as Chief Online Trading
Officer of E*TRADE Group, Inc., a position he held from March 1999 to June 2000.
From 1998 to February 1999, Mr. Richards served as Senior Vice President,
Corporate Development and New Ventures at E*TRADE, following two years as
E*TRADE's Senior Vice President of Finance, Chief Financial Officer and
Treasurer. Prior to joining E*TRADE in April 1996, Mr. Richards was Managing
Director and Chief Financial Officer of Correspondent Clearing at Bear Stearns &
Companies, Inc., where he was employed for more than 11 years. He is also a

former Vice President/Deputy Controller of Becker Paribas, and former First Vice
President/Controller of Jefferies and Company, Inc. Mr. Richards also serves as
a director of McAfee.com Corporation (Nasdaq:MCAF), a provider of online PC
management products and services. He received a Bachelor of Arts in Statistics
and Economics from the University of California at Davis and an MBA in Finance
from the University of California at Los Angeles. Mr. Richards is a Certified
Public Accountant. Mr. Richards became a director of the Company in August 1999,
at which time he was also elected to the Compensation Committee and the Audit
Committee of the Board.

CHARLES F. WRIGHT is the Chairman of Fall River Group, Inc., which owns
and operates a group of foundries in Wisconsin. He has been Chairman since 1984,
and has been associated with Fall River Group since 1973. He is also the
Chairman and a Principal of Fall River Capital, LLC, an investment advisory firm
that specializes in the trading of global financial and natural resource
futures. He has held these positions since 1999. Since 1997, Mr. Wright has also
been Chairman and a co-owner of Quaestus & Co., Inc., a merchant banking firm
located in Milwaukee, Wisconsin. Since 2001 he has been Chairman and co-owner of
Kilbourn Capital Management, Inc., which manages the Kilbourn Diversified
Strategy Fund, a hedge Fund of Funds. From 1992 until its acquisition by Cumulus
Media, Inc. in 1997, Mr. Wright served as Chairman of Caribbean Communications
Company Ltd., a developer and operator of a radio network throughout the
English-speaking Caribbean Islands. Mr. Wright serves as Chairman of Goodwill
Industries of Southeastern Wisconsin and Metropolitan Chicago, President of
Second Harvest Food Bank Foundation, a member of the Greater Milwaukee
Committee, and a director of the Private Industry Council of Milwaukee County.
Mr. Wright is registered with the CFTC and the NFA as a Commodity Trading
Advisor, and holds a Master's Degree in Business Administration from Harvard
University Graduate School of Business. Mr. Wright became a director of the
Company in June 2001, at which time he was also elected to the Compensation
Committee and Audit Committee of the Board. Mr. Wright has occasionally
performed consulting services for the Company under a 3-year agreement that
expires October 9, 2002. All compensation payable under that agreement was paid
in 1999, two years before he joined the Board.

MICHAEL W. FIPPS joined the Board, and became a member of the Audit
Committee, in March 2002. In April 2002 he joined Endeavor Pharmaceuticals, a
privately-held specialty pharmaceutical company, as Director of Finance. Prior
to that, from October 1997, he was semi-retired, working occasionally as an
independent consultant. From December 1998 through April 2000, he worked as an
independent consultant in association with Connally and Associates, a profit
recovery firm. Prior to that, from June 1994 to October 1997, he served as Chief
Financial Officer and Senior Vice President of IVAX Corporation, a publicly-held
pharmaceutical company. Before joining IVAX, Mr. Fipps served as Vice
President-Finance and Treasurer of Bergen Brunswig Corporation, a large
wholesale distributor of prescription pharmaceuticals and other health care
products, from 1973 to 1994. Mr. Fipps is a Certified Public Accountant and a
member of the American Institute of Certified Public Accountants and the
California Society of Certified Public Accountants. He has a bachelor of arts
degree from University of North Carolina.

BOARD MEETINGS AND COMMITTEES OF THE BOARD

The Board held six meetings and acted by unanimous written consent in
lieu of a meeting four times during the fiscal year ended December 31, 2001.

The Board currently includes three (3) nonemployee, independent members
("Independent Directors"), Stephen C. Richards, Charles F. Wright and Michael W.
Fipps, all of whom serve on the Audit Committee of the Board. The Audit

Committee's responsibilities and other matters related to the Audit Committee
are discussed in "Audit Committee Report" below.

Mr. Richards and Mr. Wright also serve on the Compensation Committee of
the Board. The Compensation Committee determines executive officers' salaries
and bonuses and administers the Company's Incentive Stock Plan and Employee
Stock Purchase Plan. The Compensation Committee held two meetings and acted by
unanimous written consent in lieu of a meeting four times during the fiscal year
ended December 31, 2001.

The Board does not currently have a nominating committee or a committee
that performs similar functions.

DIRECTORS' COMPENSATION

The Company's Independent Directors receive $750 for attendance at each
meeting of the Board and, if held on a separate date, committees thereof, with
an additional $150 paid to the chairman of the committee meeting, provided that
it is chaired by an Independent Director. Pursuant to our Nonemployee Director
Stock Option Plan, each Independent Director also receives options to purchase
up to 75,000 shares of Common Stock upon initial election as a director, as
determined by the Board at such time, and options to purchase 7,000 shares of
Common Stock upon each re-election as an Independent Director at the Company's
annual meeting of shareholders. See "EXECUTIVE COMPENSATION -- Other
Compensation Arrangements - NONEMPLOYEE DIRECTOR STOCK OPTION PLAN." All
directors may also be reimbursed for certain expenses in connection with
attendance at Board and committee meetings. Other than with respect to
reimbursement of expenses, directors who are employees or officers did not
receive, and have never received, additional compensation for service as a
director.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires officers (as defined under the Exchange Act) and
directors, and persons who own more than ten percent of a registered class of a
Company's equity securities, to file reports of ownership and changes in
ownership with the SEC. Officers, directors and greater than ten percent
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.

Based solely on review of the copies of such forms furnished to the
Company and the Company's understanding that no Forms 5 were required, the
Company believes that during the fiscal year ended December 31, 2001 all Section
16(a) filing requirements applicable to the Company's officers, directors and
greater than ten percent beneficial owners were satisfied, except that a Form 4
for Mr. Wright, one of the Company's Independent Directors, who made one
purchase of the Company's shares of Common Stock in September 2001, was, due to
an oversight, filed a few days late.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of the Company is composed of three
Independent Directors, Stephen C. Richards (Chairman), Charles F. Wright and
Michael W. Fipps, and operates under a written charter adopted by the Board. The
Audit Committee held five meetings in 2001. The Board and the Audit Committee
believe that the Audit Committee's current member composition satisfies the
current rule of the National Association of Securities Dealers, Inc. that
governs audit committee composition, including the requirement that audit

committee members all be "independent directors" as that term is defined by NASD
Rule 4200(a)(14). The Audit Committee oversees the Company's financial reporting
process on behalf of the Board and reviews the independence of the Company's
auditors.

Management is responsible for the Company's financial statements,
systems of internal control and the financial reporting process. The independent
auditors are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with generally accepted auditing
standards and to issue a report thereon. The Audit Committee's responsibility is
to monitor and oversee these processes.

The Audit Committee has implemented procedures to ensure that during
the course of each fiscal year it devotes the attention it deems necessary or
appropriate to fulfill its oversight responsibilities under the Audit
Committee's charter. In this context, the Audit Committee discussed with Arthur
Andersen LLP (the Company's independent auditors until replaced by Ernst & Young
LLP on May 13, 2002), the results of its examination, its evaluation of the
Company's internal controls, and the overall quality of the Company's financial
reporting for the year ended December 31, 2001.

Specifically, the Audit Committee has reviewed and discussed the
audited financial statements with the Company's management. In addition, the
Audit Committee discussed with the independent auditors the matters required to
be discussed by Statement on Auditing Standards No. 61, "Communication with
Audit Committee," as amended, and any other matters required to be discussed
under generally accepted auditing standards. These discussions included the
scope of the auditors' responsibilities, significant accounting adjustments, any
disagreement with management and a discussion of the quality (not just the
acceptability) of accounting principles, reasonableness of significant
judgments, and the clarity of disclosures in the financial statements.

The independent auditors provided the Audit Committee with the written
disclosures and the letter required by Independence Standards Board No. 1,
"Independence Discussions with Audit Committees," and the Audit Committee
discussed with the independent auditors that firm's independence from the
Company and its management. During fiscal year 2001, the Company retained its
then principal independent auditors, Arthur Andersen LLP, for the audit of the
fiscal year 2001 and the reviews of the Company's 2001 quarterly reports on Form
10-Q.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 for filing with the SEC.

During the Company's 2001 fiscal year, Arthur Andersen LLP performed
services for the Company for fees and expenses as follows:

1. Audit Fees (including Review Fees) $115,500
2. Financial Information Systems Design and Implementation $ 0
3. All Other Fees $ 0

On May 13, 2002, Ernst & Young LLP replaced Arthur Andersen LLP as the
Company's independent public accountants. This engagement, which was recommended
by the Audit Committee and unanimously approved by the Board, followed a period
during which the Company sought and received proposals from independent
accountants for the audit of the Company's financial statements for the current
fiscal year. The Company selected Ernst & Young LLP over other
nationally-recognized accounting firms that made proposals based upon the Audit

Committee and Chief Financial Officer's judgment that this was the best choice
in light of relevant factors, including depth of experience, breadth of
resources, ability to handle transitional issues, and location of key personnel.
Neither report of Arthur Andersen LLP on the financial statements of the Company
for the 2000 and 2001 fiscal years contained an adverse opinion, or was
qualified or modified as to uncertainty, audit scope or accounting principles.
There were no disagreements with Arthur Andersen LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.

Submitted by the Audit Committee of the Board of Directors.

Stephen C. Richards, Chairman
Charles F. Wright
Michael W. Fipps

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Board of the Company has established a Compensation Committee
consisting solely of Independent Directors. See "DIRECTORS AND EXECUTIVE
OFFICERS - Board Meetings and Committees of the Board" for a discussion of the
Compensation Committee and its responsibilities.

GENERAL COMPENSATION PHILOSOPHY

The Compensation Committee's strategy is to develop and implement an
executive compensation program that allows the Company to attract and retain
highly-qualified persons to manage the Company in order to enhance share value
of the Company's capital stock in a dedicated and responsible manner. The
objectives of this strategy are to provide a compensation policy that permits
the recognition of individual contributions and achievements as well as the
Company's operating results. Within this strategy, the Compensation Committee
considers it essential to the vitality of the Company to maintain levels of
compensation opportunity that are competitive with companies in the Company's
industry.

EXECUTIVE COMPENSATION

Executive compensation is comprised of base salary, potential annual
bonus compensation and long-term incentive compensation in the form of stock
options.

BASE SALARIES

Base salary levels for executive officers are designed to be consistent
with competitive practice and level of responsibility, although the Co-Chief
Executive Officers' base salary level in 2001 was below market levels. The
Compensation Committee's strategy in general is to provide a competitive salary
for each executive officer with such salary increasing based on individual
performance, the Company's operating results, changes in responsibility (if
applicable) and competitive markets.

ANNUAL BONUS COMPENSATION

During fiscal year 2001, none of the executive officers received an
annual bonus from the Company. In 2002, the President and Chief Financial
Officer each received a $20,000 bonus related to 2001 performance. The
Compensation Committee's strategy is to provide an annual bonus for executive
officers that is strongly linked to the Company's operating performance. The
Compensation Committee believes that this strategy is consistent with the
approach typically taken by companies in high-tech industries. See "Other
Compensation Arrangements - Executive Officer Bonus Plan" for a discussion of
the Company's bonus plan for executive officers for fiscal year 2001.

LONG-TERM INCENTIVE COMPENSATION

The Compensation Committee believes that the use of equity-based
long-term compensation plans directly links executive officers' interests to
enhancing share value. Stock options are an integral part of the Company's
executive compensation program in order to align the interests of the executive
officers with the interests of the Company's shareholders. Stock option
compensation bears a direct relationship to corporate performance in that, over
the long term, share price appreciation depends upon corporate performance, and
without share price appreciation the stock options are of no value. Stock option
grants are generally provided to executive officers as a part of their initial
compensation package upon becoming an employee of the Company, and/or upon being
promoted, at levels commensurate with their experience and responsibility. In
addition, stock options are considered at least annually by the Compensation
Committee for all executive officers. In that regard, the Company awarded stock
options pursuant to its Incentive Stock Plan to executive officers of the
Company (other than the Co-Chief Executive Officers) during fiscal years 1999,
2000 and 2001 as described in "Executive Compensation Tables - SUMMARY
COMPENSATION TABLE" and "- OPTION GRANTS IN 2001 FISCAL YEAR."

Submitted by the Compensation Committee of the Board.

Charles F. Wright, Chairman
Stephen C. Richards

EXECUTIVE COMPENSATION TABLES

The following tables provide information about executive compensation.

SUMMARY COMPENSATION TABLE

The following table sets forth information with respect to all compensation
paid or earned for services rendered to the Company in the three years ended
December 31, 2001 by the Company's Co-Chief Executive Officers and its three
other most highly-compensated executive officers (who, as a group, comprise all
of the executive officers of the Company) whose aggregate annual compensation
for 2001 exceeded $100,000 (together, the "Named Executive Officers"). The
Company did not have a pension plan or a long-term incentive plan, had not
issued any restricted stock awards and had not granted any stock appreciation
rights as of December 31, 2001. The value of all perquisites and other personal
benefits received by each Named Executive Officer did not exceed 10% of the
Named Executive Officer's total annual compensation.

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------- --------------
SECURITIES ALL OTHER
FISCAL UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (1) (#) SATION ($)
- --------------------------- ------- ---------------- ---------- --------------- ----------------

William R. Cruz......................... 2001 $ 150,000 $ -- -- $ --
Co-Chief Executive Officer 2000 150,000 -- -- --
1999 150,000 -- -- 5,400 (2)

Ralph L. Cruz........................... 2001 $ 150,000 -- -- $ --
Co-Chief Executive Officer 2000 150,000 -- -- --
1999 150,000 -- -- 5,400 (2)

Salomon Sredni.......................... 2001 $ 238,208 $ 20,000 80,000 $ --
President and Chief Operating 2000 237,000 -- 60,000 --
Officer 1999 193,636 25,000 100,000 6,000 (2)

David H. Fleischman..................... 2001 (3) $ 181,945 (3) $ 20,000 75,000 --
Chief Financial Officer, 2000 -- -- -- --
Vice President of Finance 1999 -- -- -- --
and Treasurer

Marc J. Stone........................... 2001 $ 198,017 -- 40,000 --
Vice President of Corporate 2000 197,250 -- 40,000 --
Development, General Counsel 1999 186,323 -- -- --
and Secretary

- ----------
(1) Represents shares of Common Stock issuable upon the exercise of options
granted under the Company's Incentive Stock Plan.
(2) Represents 401(k) Plan Company contributions on behalf of the Named
Executive Officer during the indicated year, but paid out during the
subsequent year.
(3) Mr. Fleischman began his employment with the Company on February 1, 2001.

OPTION GRANTS IN 2001 FISCAL YEAR

The following table summarizes the options that were granted during the
fiscal year ended December 31, 2001 to the Named Executive Officers.

INDIVIDUAL GRANTS
------------------------------------------------------------ POTENTIAL RELIAZABLE
PERCENT OF ANNUAL RATE OF
NUMBER TOTAL VALUE AT
OF OPTIONS STOCK PRICE
SECURITIES GRANTED TO EXERCISE MARKET VALUE AT APPRECIATION FOR
UNDERLYING EMPLOYEES OR BASE PRICE GRANT-DATE OPTION TERM(1)
OPTIONS IN FISCAL YEAR PRICE ON GRANT EXPPIRATION MARKET --------------------
NAME GRANTED (#)(2) YEAR (%) ($/SH)(3) DATE ($/SH) DATE PRICE 0%($)(3) 5% 10%
- ---- -------------- ------------ ------------ ----------- ----------- -------------- -------- -----------

William R. Cruz -- -- -- -- -- -- -- --
Ralph L. Cruz -- -- -- -- -- -- -- --
Salomon Sredni 80,000 6% $ 2.13 $ 2.50 1/2/11 $ 29,600 $155,379 $348,348
David H. Fleischman 75,000 6% 3.07 3.00 1/31/11 -- 136,251 353,342
Marc J. Stone 40,000 3% 2.13 2.50 1/2/11 14,800 77,689 174,174

- ---------------------
(1) Potential realizable value is based on the assumption that the Common Stock
price appreciates at the annual rate shown (compounded annually) from the
date of grant until the end of the option term. The amounts have been
calculated based on the requirements promulgated by the SEC. The actual
value, if any, a Named Executive Officer may realize will depend on the
excess, if any, of the stock price over the exercise price on the date the
option is exercised (if the executive officer were to sell the shares on
the date of exercise), so there is no assurance that the value realized, if
any, will be at or near the potential realizable value as calculated in
this table.
(2) These options vest and become exercisable ratably on an annual basis over
five years, beginning on the anniversary of the date of grant date, and
have a term of ten years from the date of grant, subject to acceleration
under certain circumstances.

(3) All options were granted at "fair market value" as defined under the
Incentive Stock Plan, which is the average of the high and low sales prices
of a share of Common Stock on The Nasdaq National Market on the trading day
immediately preceding the date of grant. The Compensation Committee
believes this calculation more accurately reflects "fair market value" of
the Common Stock on any given day as compared to simply using the closing
market price on the date of grant. As a result, the closing market price on
the date of grant may be different than the exercise price per share.

AGGREGATED OPTION EXERCISES IN 2001 FISCAL YEAR
AND 2001 FISCAL YEAR-END OPTION VALUES

The following table provides information regarding the value of all options
exercised during 2001 by the Named Executive Officers and of all unexercised
options held at December 31, 2001 by the Named Executive Officers measured in
terms of the closing market price of the Common Stock on December 31, 2001.

NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 2001 (#) DECEMBER 31, 2001 ($)(1)
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ ------------ ----------- ------------- ----------- -------------

William R. Cruz -- -- -- -- -- --
Ralph L. Cruz -- -- -- -- -- --
Salomon Sredni -- -- 262,000 248,000 $37,200 --
David H. Fleischman -- -- -- 75,000 -- --
Marc J. Stone -- -- 142,000 138,000 -- --

- -----------
(1) Based on a per share price of $1.56 on December 31, 2001, which was the
closing market price of the Common Stock on the last day of the 2001 fiscal
year.

EQUITY COMPENSATION PLAN INFORMATION

The following sets forth information as of December 31, 2001 with
respect to compensation plans under which the Company's Common Stock is
authorized for issuance:

--------------------------- ------------------------------- ------------------------------- ---------------------------
Plan category Number of securities to be Weighted-average exercise Number of securities
issued upon exercise of price of outstanding options, remaining available for
outstanding options, warrants warrants and rights future issuance under
and rights equity compensation plans
(excluding securities
reflected in column (a))
(a) (b) (c)
--------------------------- ------------------------------- ------------------------------- ---------------------------

Equity compensation plans
approved by security
holders 5,744,666 $3.49 3,017,780
--------------------------- ------------------------------- ------------------------------- ---------------------------
Equity compensation plans
not approved by security
holders -- -- --
--------------------------- ------------------------------- ------------------------------- ---------------------------
Total 5,744,666 $3.49 3,017,780
--------------------------- ------------------------------- ------------------------------- ---------------------------

OTHER COMPENSATION ARRANGEMENTS

EXECUTIVE OFFICER BONUS PLAN. The Compensation Committee of the Company
put in place an incentive bonus compensation program for certain executive
officers of the Company for the 2001 and 2002 fiscal years. Under the program,
an executive officer is eligible to earn an annual bonus of up to a certain
percentage of his base salary. To be awarded a bonus in the program, certain
numbers contained in the Company's internal incentive budget need to be met, or
an amount may be paid as determined by, and in the discretion of, the
Compensation Committee. These internal incentive budget numbers were not met in
2001, however, the Compensation Committee decided that a $20,000 annual bonus
was appropriate for the President and Chief Financial Officer.

INCENTIVE STOCK PLAN. Pursuant to the Company's Incentive Stock Plan,
officers, employees and nonemployee consultants may be granted stock options,
stock appreciation rights, stock awards, performance shares and performance
units. The authorized number of shares of Common Stock for issuance under the
Incentive Stock Plan is 7,500,000, subject to future antidilution adjustments.
As of December 31, 2001, options to purchase 4,817,265 shares were outstanding
and 2,416,551 shares were available for issuance under the Company's Incentive
Stock Plan.

The Incentive Stock Plan is administered by the Compensation Committee
of the Board, whose members must qualify as "nonemployee directors" (as such
term is defined in Rule 16b-3 under the Exchange Act). The Compensation
Committee is authorized to determine, among other things, the employees to whom,
and the times at which, options and other benefits are to be granted, the number
of shares subject to each option, the applicable vesting schedule and the
exercise price (provided that, for incentive stock options, the exercise price
shall not be less than 100% of the fair market value of the Common Stock on the
date of grant). The Compensation Committee also determines the treatment to be
afforded to a participant in the Incentive Stock Plan in the event of
termination of employment for any reason, including death, disability or
retirement, or change in control. Under the Incentive Stock Plan, the maximum
term of an incentive stock option is ten years and the maximum term of a
nonqualified stock option is fifteen years.

The Compensation Committee may delegate to the Company's Co-CEOs the
authority to grant options under the Incentive Stock Plan to employees (other
than officers) of the Company identified by the Co-CEOs. The Compensation
Committee has historically delegated to the Co-CEOs the authority to grant
options covering up to 250,000 shares of Common Stock per annum, and retains the
ability to revoke the delegation at any time. No such authority is currently
delegated to the Co-CEOs.

The Board has the power to amend the Incentive Stock Plan from time to
time. Shareholder approval of an amendment is currently only required to the
extent that it is necessary to maintain the Incentive Stock Plan's status as a
protected plan under applicable securities laws or as a qualified plan under
applicable tax laws.

TRADESTATION SECURITIES ASSUMED OPTIONS. In connection with the
December 29, 2000 merger acquisition of TradeStation Securities, the Company
assumed the outstanding options under TradeStation Securities' 1999 incentive
stock plan. Each option issued under TradeStation Securities' plan was assumed
and converted to 1.7172 options to purchase the Company's Common Stock at the
original exercise price divided by 1.7172. As of December 31, 2001, options to
purchase 706,952 shares were outstanding.

WINDOW ON WALLSTREET ASSUMED OPTIONS. In October 1999, in connection
with the Company's merger acquisition of Window On WallStreet, TradeStation
Technologies assumed all outstanding stock options to purchase Window On
WallStreet common stock ("WOW Options"), which, based on an exchange ratio of
..210974 shares of the TradeStation Technologies common stock for each share of
Window On WallStreet common stock, were exercisable at the time of assumption
for an aggregate of 182,529 shares of common stock (82,783 shares of common
stock at an exercise price of $.48 per share, and 99,746 shares of common stock
at an exercise price of $8.06 per share). The WOW Options generally vest ratably
over a four-year period and their terms are ten years. After giving effect to
the Company's assumption of the WOW Options pursuant to the Company's December
29, 2000 merger acquisition of TradeStation Securities, as of December 31, 2001
there were 163,449 WOW Options outstanding.

NONEMPLOYEE DIRECTOR STOCK OPTION PLAN. The Company's Nonemployee
Director Stock Option Plan, pursuant to which initial and annual grants of
nonqualified stock options are made to each Independent Director, became
operative December 29, 2000 upon the closing of the merger by, on that date,
assumption of the TradeStation Technologies Nonemployee Director Stock Option
Plan and all options and option agreements issued thereunder. Upon initial
election to the Board, each Independent Director may be granted options to
purchase up to 75,000 shares of Common Stock as determined by the Board at such
time. Upon each re-election to the Board at the annual meeting of shareholders,
each Independent Director will be granted additional options to purchase 7,000
shares of Common Stock. Each option will be granted at an exercise price equal
to the fair market value of the Common Stock on the date of grant. The Company
has reserved 350,000 shares of Common Stock for issuance under the Nonemployee
Director Stock Option Plan, subject to antidilution adjustments. Options granted
to date have a term of five years and vest in equal installments over three
years. As of December 31, 2001, options to purchase 57,000 shares were
outstanding and 218,000 shares were available for issuance under the Nonemployee
Director Stock Option Plan.

The Board has the power to amend the Nonemployee Director Stock Option
Plan from time to time. Shareholder approval of an amendment is currently only
required to the extent that it is necessary to maintain the Nonemployee Director
Stock Option Plan's status as a protected plan under applicable securities laws.

OUTSTANDING OPTIONS. As of December 31, 2001, options to purchase a
total of 5,744,666 shares were outstanding under all stock option plans
(inclusive of all options assumed under the plans discussed above), of which
options to purchase 865,000 shares had been granted to executive officers.
During 2001, options granted to executive officers totaled options to purchase
195,000 shares of Common Stock, which were granted at exercise prices ranging
from $2.13 to $3.07 per share. In general, options granted under the Incentive
Stock Plan and the other incentive stock plans described above vest at the rate
of 20% per year and have a total term of ten years (except for the WOW Options,
which vest ratably over 4 years). Options which have been granted under the
Incentive Stock Plan to certain executive officers may immediately vest and
become exercisable in certain circumstances. The options to purchase the shares
granted and assumed under all plans discussed above that were outstanding as of
December 31, 2001 have a weighted average exercise price of $3.49 per share.

EMPLOYEE STOCK PURCHASE PLAN. The Company's Employee Stock Purchase
Plan provides for the issuance of a maximum of 500,000 shares of Common Stock
pursuant to the exercise of nontransferable options granted to participating
employees. The Employee Stock Purchase Plan is administered by the Compensation
Committee of the Board.

All employees whose customary employment is more than 20 hours per week
and more than five months in any calendar year and who have completed at least
three months of employment are eligible to participate in the Employee Stock
Purchase Plan. Employees who would immediately after the grant own 5% or more of
the total combined voting power or value of the Company's Common Stock, and the
Independent Directors, may not participate in the Employee Stock Purchase Plan.
To participate in the Employee Stock Purchase Plan, an employee must authorize
the Company to deduct an amount (not less than one percent or more than ten
percent of a participant's total cash compensation) from his or her pay during
six-month periods (each, a "Plan Period"). The maximum number of shares of
Common Stock an employee may purchase in any Plan Period is 500 shares. The
exercise price for the option for each Plan Period is 85% of the lower of the
market price of the Common Stock on the first and last business day of the Plan
Period. If an employee is not a participant on the last day of the Plan Period,
such employee is not entitled to exercise his or her option, and the amount of
his or her accumulated payroll deductions is refunded. An employee's rights
under the Employee Stock Purchase Plan terminate upon his or her voluntary
withdrawal from the Employee Stock Purchase Plan or upon termination of
employment. The first Plan Period began January 1, 1998. During the years ended
December 31, 2001, 2000 and 1999, 50,470, 30,209 and 23,585 shares,
respectively, of Common Stock were issued under the plan at average prices of
$1.49, $2.07 and $3.27, respectively. As of December 31, 2001, there were
383,229 shares available for issuance under the Employee Stock Purchase Plan.

The Board has the power to amend or terminate the Employee Stock
Purchase Plan. Shareholder approval of an amendment is currently only required
to the extent that it is necessary to maintain the Employee Stock Purchase
Plan's status as a protected plan under applicable securities laws or as a
qualified plan under applicable tax laws.

401(k) PLAN. The Company has a defined contribution retirement plan
which complies with Section 401(k) of the Internal Revenue Code. All employees
with at least three months of continuous service are eligible to participate and
may contribute up to 15% of their compensation. Company contributions are vested
20% for each year of service. Matching contributions accrued under the 401(k)
Plan amounted to approximately $242,000 in 1999. There were no matching
contributions accrued in 2001 or 2000.

EMPLOYMENT AGREEMENTS

Historically, the Company has entered into employment agreements with
officers solely in connection with mergers and acquisitions pursuant to which an
officer of the acquired company is already a party to an existing employment
agreement with the acquired company and then continues as one of the Company's
officers. No current employee of the Company is party to an employment
agreement.

SEVERANCE AGREEMENTS

Andrew A. Allen, the former Chairman of the Board and Chief Executive
Officer of TradeStation Securities, E. Steven zum Tobel, the former President of
TradeStation Securities, and Farshid Tafazzoli, a former Vice President of
TradeStation Securities, each receive severance payments in connection with the
termination of their respective employments (Mr. Allen left the Company in
December 2000 and Messrs. zum Tobel and Tafazzoli in July 2001) pursuant to
their employment and related severance or separation agreements. Those severance
payments were approximately $456,000 in the aggregate for 2001 ($200,000 to Mr.
Allen, $139,000 to Mr. Tafazzoli and $117,000 to Mr. zum Tobel) and will be
approximately $550,000 in the aggregate for 2002 ($200,000 to Mr. Allen,
$200,000 to Mr. Tafazzoli and $150,000 to Mr. zum Tobel). All severance payment
obligations expire by the end of 2002.

NON-COMPETITION AGREEMENTS

Virtually all employees, including the Named Executive Officers, have
entered into agreements with the Company which contain certain non-competition,
non-disclosure and non-solicitation restrictions and covenants, including a
provision prohibiting such employees from competing with the Company during
their employment and for a period of two years thereafter.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Board was formed in December 2000, at
which time two Independent Directors were appointed as members. One has since
been replaced by another Independent Director. The compensation (including
salaries, bonuses and stock options) of the Company's executive officers for
2001 was determined by the Compensation Committee. In 2001, no member of the
Compensation Committee of the Board had any relationship with the Company
requiring disclosure under Item 404 of Regulation S-K.

PERFORMANCE GRAPH

The following graph shows a monthly comparison for the period covering
October 1, 1997 through December 31, 2001 of cumulative total returns to
shareholders of TradeStation Group and its predecessor, Omega Research, Inc.,
Center for Research in Security Prices ("CRSP") Index for NASDAQ Stock Market
(U.S. Companies) and CRSP Index for NASDAQ Stocks (SIC 6210-6219 U.S. Companies)
of U.S. security brokers, dealers, and flotation companies.

[PERFORMANCE GRAPH]

The following table presents in tabular form the data set forth in the
performance graph to be included in this Proxy Statement:

CRSP TOTAL RETURNS INDEX FOR:
-----------------------------

NASDAQ STOCKS (SIC
6210-6219 U.S.
COMPANIES) IN U.S.
NASDAQ STOCK MARKET SECURITY BROKERS, DEALERS,
DATE COMPANY (US COMPANIES) AND FLOTATION COMPANIES
----------- ----------- ---------------------- -------------------------------

10/01/1997 $ 100.0 $ 100.0 $ 100.0
10/31/1997 70.2 94.5 91.4
11/28/1997 43.6 95.0 89.3
12/31/1997 45.7 93.3 84.6
01/30/1998 26.1 96.3 84.5
02/27/1998 29.8 105.4 90.9
03/31/1998 31.9 109.3 94.7
04/30/1998 47.3 111.1 100.7
05/29/1998 41.5 104.9 93.3
06/30/1998 35.6 112.3 96.5
07/31/1998 29.3 110.9 98.7
08/31/1998 19.1 88.9 73.1
09/30/1998 18.1 101.3 75.3
10/30/1998 13.3 105.7 81.4
11/30/1998 18.1 116.5 96.5
12/31/1998 25.5 131.6 115.5

01/29/1999 37.2 150.7 189.0
02/26/1999 101.1 137.2 173.5
03/31/1999 91.0 147.6 219.1
04/30/1999 80.9 152.3 400.7
05/28/1999 80.9 148.0 313.7
06/30/1999 93.6 161.3 331.8
07/30/1999 86.2 158.4 251.9
08/31/1999 52.7 165.1 208.3
09/30/1999 33.0 165.2 191.7
10/29/1999 48.9 178.5 193.1
11/30/1999 49.2 200.1 243.5
12/31/1999 51.1 244.1 234.7
01/31/2000 54.3 235.1 192.5
02/29/2000 46.8 279.9 221.5
03/31/2000 39.4 274.2 254.7
04/28/2000 27.1 230.6 197.3
05/31/2000 27.7 202.8 157.8
06/30/2000 25.5 238.4 169.9
07/31/2000 24.9 225.5 159.5
08/31/2000 25.5 252.2 188.6
09/29/2000 22.3 219.4 189.7
10/31/2000 19.7 201.4 175.4
11/30/2000 14.9 155.2 120.0
12/29/2000 16.5 146.9 121.8
01/31/2001 26.6 164.7 149.5
02/28/2001 19.1 127.5 131.8
03/30/2001 17.0 109.7 118.9
04/30/2001 30.6 126.0 129.1
05/31/2001 31.7 125.9 133.7
06/29/2001 45.1 129.3 131.7
07/31/2001 27.0 121.0 118.1
08/31/2001 21.3 107.9 113.8
09/28/2001 20.9 89.7 93.9
10/31/2001 16.5 101.2 95.8
11/30/2001 14.9 115.6 103.9
12/31/2001 13.3 116.6 112.0

NOTES:

A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.

B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.

C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.

D. The index level for all series was set to $100.0 on 10/01/1997.

CERTAIN TRANSACTIONS

Marc J. Stone, the Vice President of Corporate Development, General
Counsel and Secretary, was a partner in a predecessor law firm to Bilzin Sumberg
Dunn Baena Price & Axelrod LLP until immediately prior to joining the Company in
May 1997. Thereafter, Mr. Stone was of counsel to the predecessor firm and is
currently of counsel to Bilzin Sumberg. Bilzin Sumberg and its predecessor firms
have acted as the Company's regular outside legal counsel since 1994. The total
fees and costs paid by the Company to Bilzin Sumberg in 2001 were approximately
$833,000, $679,000 of which consisted of fees and costs relating to the December
29, 2000 merger acquisition of TradeStation Securities. The Company believes
that the fees paid are no less favorable than could be obtained from comparable
law firms in south Florida.

PROPOSAL 1

ELECTION OF DIRECTORS

Six directors, which constitute the entire Board, are to be elected at
the Annual Meeting to hold office until the annual meeting of shareholders next
succeeding their election and until their respective successors are elected and
qualified or as otherwise provided in the Bylaws of the Company. The nominees
for directors who receive a plurality of the votes cast by the holders of
outstanding shares of Common Stock entitled to vote at the Annual Meeting will
be elected. Abstentions (withheld authority) and broker non-votes are not
counted in determining the number of shares voted for or against any nominee for
director.

The Board has designated the persons listed to be nominees for election
as directors. Each of the nominees is currently serving as a director of the
Company and each has consented to being named in the Proxy Statement and to
serve if elected. The Company has no reason to believe that any of the nominees
will be unavailable for election; however, should any nominee become unavailable
for any reason, the Board may designate a substitute nominee or authorize a
lower number of directors. Each proxy will be voted for the election to the
Board of all of the Board's nominees unless authority is withheld to vote for
all or any of those nominees.

NAME DIRECTOR SINCE
---- --------------
Ralph L. Cruz 1982
William R. Cruz 1982
Michael W. Fipps 2002
Stephen C. Richards 1999
Salomon Sredni 1997
Charles F. Wright 2001

For biographical and other information (including principal occupations
for at least the past five years) regarding all of the nominees, see "DIRECTORS
AND EXECUTIVE OFFICERS."

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES
LISTED ABOVE.

PROPOSAL 2

RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS

The accounting firm of Arthur Andersen LLP acted as the Company's
independent public accountants for the Company's fiscal year ended December 31,
2001. The Audit Committee of the Board of the Company recommended and the Board
resolved not to engage Arthur Andersen LLP as the Company's independent public
accountants for the Company's fiscal year ending December 31, 2002. The Audit
Committee recommended and the Board resolved to engage Ernst & Young LLP to
serve as the Company's independent public accountants for the fiscal year ending
December 31, 2002. Such independent accountants will serve at the pleasure of
the Board. A representative of Ernst & Young LLP is expected to be present at
the Annual Meeting in order to have the opportunity to make a statement, if such
representative desires to do so, and to be available to respond to appropriate
questions. No representative of Arthur Andersen LLP is expected to attend.

Shareholder approval of the Company's auditors is not required under
Florida law. The Board is submitting its selection of Ernst & Young LLP to the
Company's shareholders for ratification in order to determine whether the
shareholders generally approve of the Company's auditors. If selection of Ernst
& Young LLP is not approved by the shareholders, the Board will reconsider its
selection.

Ernst & Young LLP replaced Arthur Andersen LLP as the Company's
independent public accountants on May 13, 2002. Prior to that time, since 1997,
Arthur Andersen acted as independent accountants of the Company and its
consolidated subsidiaries (as and when acquired).

REQUIRED VOTE

The affirmative vote of a majority of the shares of Common Stock
represented in person or by proxy at the Annual Meeting which cast a vote on
Proposal 2 is necessary for the ratification of the selection of the independent
public accountants.

THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF ERNST
& YOUNG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.

SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

Shareholder proposals intended to be presented at the 2003 annual
meeting of shareholders must be submitted to the Secretary of the Company, at
the principal executive offices of the Company, TradeStation Building, 8050 S.W.
10th Street, Plantation, Florida 33324, no later than January 17, 2003 in order
to receive consideration for inclusion in the Company's 2003 proxy materials.
Any such shareholder proposal must comply with the requirements of Rule 14a-8
promulgated under the Exchange Act.

The persons named as proxies for the 2003 annual meeting of
shareholders will generally have discretionary authority to vote on any matter
presented by a shareholder for action at that meeting. Generally, in the event
that the Company receives notice of any shareholder proposal no later than the
close of business on the sixtieth (60th) day, and no earlier than the close of
business on the ninetieth (90th) day, prior to the first anniversary of the date
of the Annual Meeting, then, as long as the Company includes in its proxy

statement for the 2003 annual meeting of shareholders advice on the nature of
the matter and how the named proxies intend to vote the shares for which they
have received discretionary authority, such proxies may exercise discretionary
authority with respect to such matter, subject to, and except to the extent
limited by, the rules of the SEC governing shareholder proposals.

OTHER MATTERS

EACH PERSON SOLICITED HEREUNDER MAY OBTAIN, WITHOUT CHARGE, A COPY OF
THE COMPANY'S ANNUAL REPORT ON FORM 10-K (WITH EXHIBITS) FOR THE COMPANY'S
FISCAL YEAR ENDED DECEMBER 31, 2001, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, BY SENDING A WRITTEN REQUEST TO MARC J. STONE, VICE PRESIDENT OF
CORPORATE DEVELOPMENT, GENERAL COUNSEL AND SECRETARY OF THE COMPANY, AT THE
COMPANY'S EXECUTIVE OFFICES LOCATED AT TRADESTATION BUILDING, 8050 S.W. 10TH
STREET, PLANTATION, FLORIDA 33324.

By Order of the Board

/s/ Marc J. Stone
---------------------
Marc J. Stone
Secretary

August 2, 2002

PROXY

TRADESTATION GROUP, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints William R. Cruz and
Ralph L. Cruz, and each of them, with full power of substitution, as attorneys
and proxies to appear and to vote all shares of Common Stock of TradeStation
Group, Inc. (the "Company") which the undersigned may be entitled to vote at the
Annual Meeting of Shareholders of the Company to be held at the Sheraton Hotel,
1825 Griffin Road, Dania, Florida 33004 on September 6, 2002, at 10:00 a.m.
(local time), and at any postponements or adjournments thereof. The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and
the Proxy Statement, each dated August 2, 2002, and instructs its attorneys and
proxies to vote as set forth on this Proxy.

(TO BE SIGNED ON REVERSE SIDE)

[X] Please mark your
votes as in this
example.

FOR WITHHELD NOMINEES: Ralph L. Cruz
1. ELECTION OF [ ] [ ] William R. Cruz
DIRECTORS Michael W. Fipps
(PROPOSAL 1) Stephen C. Richards
Salomon Sredni
FOR, EXCEPT vote withheld from the Charles F. Wright
following nominee(s): ___________________________________

__________________________________________________________

2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2002
(PROPOSAL 2)

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. In their discretion, to transact such other business as may properly
come before the meeting or any postponement or adjournment thereof.

The shares represented by this Proxy will be voted as specified. IF NO CHOICE IS
SPECIFIED, THE PROXY WILL BE VOTED FOR EACH OF PROPOSALS 1 AND 2 ABOVE. THIS
PROXY CARD MUST BE PROPERLY COMPLETED, SIGNED, DATED AND RETURNED IN ORDER TO
HAVE YOUR SHARES VOTED.

PLEASE NOTE ANY CHANGE OF ADDRESS.

PLEASE MAIL IN THE ENVELOPE PROVIDED.

Signature______________________________

Date___________________________________

Signature______________________________

Date___________________________________

NOTE: Please sign exactly as your name
appears above. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee, etc.,
indicate title. If the signer is a
corporation, partnership or other
entity, sign in the corporate,
partnership or other entity name by a
duly authorized representative.