Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Thadaney Nicholas
 2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2009		 3. Issuer Name and Ticker or Trading Symbol
INVESTMENT TECHNOLOGY GROUP INC [ITG]
(Last)
(First)
(Middle)
C/O ITG INC., 380 MADISON AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Man. Director, CEO of Canada
 5. If Amendment, Date Original Filed(Month/Day/Year)
02/20/2009
(Street)

NEW YORK, NY 10017		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 11,469
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) 08/31/2009 08/31/2011 Common Stock 5,400 $ 45.3 D  
Option (right to buy) 01/01/2011 01/01/2013 Common Stock 12,901 $ 47.59 D  
Stock Unit (right to buy)   (1)   (2) Common Stock 30,860 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thadaney Nicholas
C/O ITG INC.
380 MADISON AVENUE
NEW YORK, NY 10017		       Man. Director, CEO of Canada  

Signatures

P. Mats Goebels, by Power of Attorney filed with Form 3 dated February 20, 2009 02/25/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) With respect to the entire class of Stock Units: 8,572 vest on 2/6/2010, 8,572 vest on 2/6/2011, and 13,716 vest on 2/6/2012.
(2) Cash settlement of Stock Units occurs on the vesting dates as set forth in Footnote 1.
(3) One-for-one

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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