UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
000-30527
(Commission file number)
OPTIMARK HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)

|DELAWARE(State or Other Jurisdiction of Incorporation orOrganization)10 Exchange Place, 24th Floor, Jersey City, NJ(Address of Principal Executive Offices) | 22-3730995(I.R.S. EmployerIdentification No.)07302(Zip Code)
|----------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------

(201) 536-7088
(Registrant's telephone Number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13
or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.   Yes  /X/   No  /   /

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest
practicable date:

At November 1, 2001, the
number of shares outstanding of the registrants common stock was
33,369,913.

INDEX

|PART I  | FINANCIAL INFORMATION                                                                                                                                        
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                              
|Item 1. | Condensed Consolidated Financial Statements                                                                                                                  
|        |                                                                                                                                                              
|        | Consolidated Balance Sheets as of September 30, 2001 (Unaudited) and December
31, 2000                                                                       
|        |                                                                                                                                                              
|        | Consolidated Statements of Operations and Comprehensive Loss for the Three
Months and Nine Months Ended September 30, 2001 and September 30, 2000
(Unaudited)
|        |                                                                                                                                                              
|        | Consolidated Statements of Cash Flows for the Nine Months Ended September 30,
2001 and September 30, 2000 (Unaudited)                                        
|        |                                                                                                                                                              
|        | Notes to Unaudited Condensed Consolidated Financial Statements                                                                                               
|        |                                                                                                                                                              
|Item 2. | Management's Discussion and Analysis of Financial Condition and Results of
Operations                                                                        
|        |                                                                                                                                                              
|Item 3. | Quantitative and Qualitative Disclosures About Market Risk                                                                                                   
|        |                                                                                                                                                              
|PART II | OTHER INFORMATION                                                                                                                                            
|        |                                                                                                                                                              
|Item 1. | Legal Proceedings                                                                                                                                            
|        |                                                                                                                                                              
|Item 2. | Changes in Securities and Use of Proceeds                                                                                                                    
|        |                                                                                                                                                              
|Item 6. | Exhibits and Reports on Form 8-K                                                                                                                             

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These statements are based on our beliefs and
assumptions and on information currently available to us. Forward-looking
statements include the information concerning our possible or assumed future
results of operations set forth in Part I, Item 2 - "Management's Discussion and
Analysis of Financial Condition and Results of Operations." Forward-looking
statements also include statements in which such words as "expect",
"anticipate", "contemplate", "intend", "plan, "believe", "estimate", "consider"
or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions, including the risks discussed in
Part I, Item 2 - "Management's Discussion and Analysis of Financial Condition
and Results of Operations in the Company's Annual Report on Form 10-K (Amendment
No. 2) for the year ended December 31, 2000 as filed with the Securities and
Exchange Commission and elsewhere in this Quarterly Report. Our future results
and stockholder values may differ materially from those expressed in or
indicated by these forward-looking statements. Many of the factors that will
determine these results and values are beyond our ability to control or predict.
Investors are cautioned not to put undue reliance on any forward-looking
statements. In addition, we do not have any intention or obligation to update
forward-looking statements after the filing of this Quarterly Report, even if
new information, future events or other circumstances have made them incorrect
or misleading. For these statements, we claim the protection of the safe harbor
for forward-looking statements contained in Section 21E of the Exchange Act.

`OPTIMARK HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

                                                                  September 30, 2001
                                                                     (Unaudited)     December 31, 2000

ASSETS

CURRENT ASSETS:
  Cash and cash equivalents ...................................     $   1,883,065      $   2,919,548
  Receivable from affiliate ...................................           158,087          1,616,413
  Accounts receivable .........................................            73,002            750,000
  Other current assets ........................................           472,151          1,050,294
                                                                    -------------      -------------
          Total current assets ................................         2,586,305          6,336,255

PROPERTY AND EQUIPMENT - NET ..................................         3,397,488          5,845,760

SOFTWARE LICENSES - NET .......................................            94,927            120,748
OTHER ASSETS ..................................................         1,337,064          1,538,735
                                                                    -------------      -------------

TOTAL ASSETS ..................................................     $   7,415,784      $  13,841,498
                                                                    =============      =============


LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY

LIABILITIES:
  CURRENT LIABILITIES:
    Accounts payable and accrued liabilities ..................     $     740,548      $   2,225,434
    Accrued compensation ......................................         1,166,701            784,466
    Capital leases payable ....................................              --              249,437
    Net liabilities of discontinued operations (Note 4) .......         5,151,528          5,209,756
    Other current liabilities .................................           565,159            809,717
                                                                    -------------      -------------
          Total current liabilities ...........................         7,623,936          9,278,810
                                                                    -------------      -------------

COMMITMENTS AND CONTINGENCIES

Mandatorily redeemable stock
  Series E preferred stock, convertible, $0.01 par value;
    1,000,000 shares authorized; 657,198 issued and outstanding
    at September 30, 2001 .....................................         9,588,860               --
                                                                    -------------      -------------

STOCKHOLDERS' (DEFICIT) EQUITY:
  Preferred stock, authorized and unissued 8,877,932
    at September 30, 2001 and 17,277,932 at December 31, 2000
  Series A preferred stock, convertible and participating,
    $0.01 par value; 3,222,068 shares authorized; issued
    3,222,068 shares at September 30, 2001 and December
    31, 2000, respectively, of which 2,296,385 and no
    shares are held as treasury stock at September 30,
    2001 and December 31, 2000, respectively                               32,221             32,221
  Series B preferred stock, convertible,  $0.01 par value;
    11,000,000 shares authorized, issued and outstanding
    at September 30, 2001 and December 31, 2000 ...............           110,000            110,000
  Series C preferred stock, convertible, $0.01 par value;
    8,250,000 shares authorized, issued and outstanding
    at September 30, 2001 and December 31, 2000 ...............            82,500             82,500
  Series D preferred stock, convertible, $0.01 par value;
    250,000 shares authorized, issued and outstanding
    at Septemebr 30, 2001 and December 31, 2000 ...............             2,500              2,500
  Series F preferred stock, $0.01 par value; 7,400,000 shares
    authorized and unissued at September 30, 2001
  Common stock, $0.01 par value; 150,000,000 shares
    authorized; issued 36,612,557 shares at September 30,
    2001 and December 31, 2000, respectively, of which
    3,242,644 and no shares are held as treasury stock
    at September 30, 2001 and December 31, 2000, respectively             366,126            366,126
  Warrants, common stock ......................................        35,686,523         35,686,523
  Additional paid-in capital ..................................       301,662,302        301,662,303
  Accumulated deficit .........................................      (347,815,791)      (333,370,391)
  Accumulated other comprehensive gain (loss) .................            76,608             (9,094)
  Treasury stock, at cost......................................                (1)              --
                                                                    -------------      -------------
          TOTAL STOCKHOLDERS' (DEFICIT) EQUITY ................        (9,797,012)         4,562,688
                                                                    -------------      -------------

TOTAL LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK  AND
    STOCKHOLDERS' (DEFICIT) EQUITY                                  $   7,415,784      $  13,841,498
                                                                    =============      =============

See notes to unaudited condensed consolidated financial statements`

`OPTIMARK HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS



                                                 Three Months Ended September 30,    Nine Months Ended September 30,
                                                     2001              2000               2001              2000
                                                  Unaudited         Unaudited          Unaudited         Unaudited

REVENUE:
  Revenue ...................................    $  2,147,321      $       --        $  6,420,161      $       --
  Revenue from affiliate ....................         416,361         3,836,244         2,817,841         9,620,266
                                                 ------------      ------------      ------------      ------------

          Total revenue .....................       2,563,682         3,836,244         9,238,002         9,620,266

  Cost of sales .............................       1,348,372         2,061,325         5,349,844         5,636,603
                                                 ------------      ------------      ------------      ------------
  Gross margin ..............................       1,215,310         1,774,919         3,888,158         3,983,663
                                                 ------------      ------------      ------------      ------------

EXPENSES:

  Sales and marketing .......................         308,427           582,493         1,132,827         1,212,341
  Research and development ..................       1,254,152           802,262         4,599,508         2,055,651
  General and administrative ................       1,844,463           910,474         7,320,585         6,956,059
  Depreciation and amortization .............       1,000,500           519,651         3,120,766         1,570,575
  Restructuring expense .....................          29,541            59,865           303,788         2,167,284
  Warrant compensation expense ..............            --                --                --              14,542
                                                 ------------      ------------      ------------      ------------
          Total operating expenses ..........       4,437,083         2,874,745        16,477,474        13,976,452
                                                 ------------      ------------      ------------      ------------


OTHER (INCOME) EXPENSE:
  Interest income ...........................          (9,119)         (190,251)          (33,627)       (1,411,687)
  Interest expense ..........................          15,382            56,516           116,582           282,012
  Gain on recovery of investment ............        (530,000)             --            (530,000)             --
                                                 ------------      ------------      ------------      ------------
          Total other income ................        (523,737)         (133,735)         (447,045)       (1,129,675)
                                                 ------------      ------------      ------------      ------------

LOSS FROM CONTINUING OPERATIONS .............      (2,698,036)         (966,091)      (12,142,271)       (8,863,114)

DISCONTINUED OPERATIONS:
  Loss from discontinued operations .........            --         (15,093,849)             --         (51,205,297)
  Gain (loss) on disposal of discontinued
     operations                                        64,675       (12,464,662)       (2,303,129)      (12,464,662)
                                                 ------------      ------------      ------------      ------------
  Gain (loss) from discontinued operations ..          64,675       (27,558,511)       (2,303,129)      (63,669,959)
                                                 ------------      ------------      ------------      ------------

NET LOSS ....................................      (2,633,361)      (28,524,602)      (14,445,400)      (72,533,073)

OTHER COMPREHENSIVE INCOME :
  Foreign currency translation adjustments ..          67,677            33,581            85,702            25,505
                                                 ------------      ------------      ------------      ------------

COMPREHENSIVE LOSS ..........................    $ (2,565,684)     $(28,491,021)     $(14,359,698)     $(72,507,568)
                                                 ============      ============      ============      ============

LOSS PER SHARE - BASIC AND DILUTED:
  Continuing operations .....................    $      (0.08)     $      (0.03)     $      (0.34)     $      (0.24)
  Discontinued operations ...................            0.01             (0.75)            (0.06)            (1.74)
                                                 ------------      ------------      ------------      ------------
  Basic and diluted loss per share ..........    $      (0.07)     $      (0.78)     $      (0.40)     $      (1.98)
                                                 ============      ============      ============      ============

  Weighted average number of common
     shares outstanding - basic and diluted .      33,475,651        36,612,057        35,555,431        36,601,070


See notes to unaudited condensed consolidated financial statements`

`OPTIMARK HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                      Nine Months Ended September 30
                                                                      ------------------------------
                                                                          2001              2000
                                                                      ------------------------------
                                                                       (Unaudited)       (Unaudited)
                                                                      ------------      ------------
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES
    Net loss ....................................................     $(14,445,400)     $(72,533,073)
    Deduct loss from discontinued operations ....................       (2,303,129)      (63,669,959)
                                                                      ------------      ------------
    Loss from continuing operations .............................      (12,142,271)       (8,863,114)
    Adjustments to reconcile net loss from continuing operations
      to net cash used in continuing operations:
       Value assigned to warrants issued as compensation ........             --              14,542
       Value assigned to options in connection with restructuring             --           1,890,315
       Depreciation and amortization ............................        3,120,766         1,570,575
       Loss on disposal of assets ...............................          129,104            22,028
    Changes in operating assets and liabilities:
       Receivables ..............................................        2,135,324        (2,406,342)
       Other assets .............................................          779,814           935,636
       Accounts payable and accrued liabilities .................       (1,016,965)         (670,008)
       Accrued restructuring ....................................             --          (1,307,310)
       Other liabilities ........................................         (244,558)          (67,946)
                                                                      ------------      ------------
    Net cash used in continuing operating activities ............       (7,238,786)       (8,881,624)
                                                                      ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchases of property and equipment .........................         (494,392)         (621,667)
    Purchase of software licenses ...............................         (293,331)         (293,331)
    Proceeds from disposal of assets ............................           11,960           216,146
                                                                      ------------      ------------
       Net cash used in investing activities ....................         (775,763)         (698,852)
                                                                      ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Net proceeds from issuance of preferred stock ...............        5,588,860              --
    Proceeds from stockholders' notes ...........................        4,000,000              --
    Payments on capital leases ..................................         (249,437)         (228,439)
    Proceeds from exercise of options for common stock ..........             --             205,611
                                                                      ------------      ------------
       Net cash provided by (used in) financing activities ......        9,339,423           (22,828)
                                                                      ------------      ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ............        1,324,874        (9,603,304)

NET CASH USED IN DISCONTINUED OPERATIONS ........................       (2,361,357)      (48,745,203)

CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD ..............        2,919,548        62,637,410

                                                                      ------------      ------------
CASH AND CASH EQUIVALENTS, END OF THE PERIOD ....................     $  1,883,065      $  4,288,903
                                                                      ============      ============

Supplemental disclosure of cash flow information:
    Cash payments for interest - continuing operations ..........     $    116,582      $    405,589
    Cash payments for interest - discontinued operations ........             --             316,879

Non-cash financing activities:
    Conversion of stockholders' notes to Series E preferred stock     $  4,000,000      $       --


See notes to unaudited condensed consolidated financial statements`

OPTIMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

1.           GENERAL INFORMATION

OptiMark Holdings, Inc. ("Holdings") was established and became the sole
stockholder of two operating subsidiaries on June 12, 2000 pursuant to the
reorganization of the legal structure of the company formerly known as OptiMark
Technologies, Inc. ("OTI"). OTI was the successor to a company that had been
founded in 1996 to begin development of the OptiMark matching engine technology
for use in an electronic trading system for equity securities and related
technologies. The reorganization was effected pursuant to which (i) OTI formed
Holdings as a direct wholly-owned subsidiary of OTI, (ii) Holdings formed OTI
Acquisition Corporation ("OTIA") as a direct wholly-owned subsidiary of
Holdings, (iii) OTI merged with OTIA pursuant to Section 251(g) of the Delaware
General Corporation Law, with the name of the surviving company becoming
OptiMark US Equities, Inc. ("UEI"), and with stockholders of UEI being deemed to
have received shares of Holdings by operation of law. As a result of such
merger, UEI became a direct wholly owned subsidiary of Holdings. References
herein to the "Company" or "OptiMark" refer to Holdings and its subsidiaries,
with respect to periods following the reorganization, and to OTI and its
subsidiaries, with respect to periods prior to the reorganization.

Until September 19, 2000, the Company had operated in two segments, the
Exchange Solutions Business (formerly referred to as the Electronic Markets
Business) and the US Equities Business, under two separate wholly owned
subsidiaries, OptiMark, Inc., and UEI, respectively. Effective September 19,
2000, the US Equities Business was discontinued.

DISCONTINUED OPERATIONS

On September 19, 2000, the Company announced its intention to discontinue
its US Equities Business. The Company has discontinued all operations of the
equities trading system for the US Equities Business and terminated all
communications networks and other related systems that were necessary to support
that business. Accordingly, results of this operation have been classified as
discontinued operations in the consolidated financial statements and prior
periods have been reclassified to conform to this classification.

CONCENTRATION OF RISK

The Company had
one active customer as of September 30, 2001, The Nasdaq
Stock Market, Inc. (Nasdaq).  Under the Companys current
contract with Nasdaq, it will continue to earn development fees of
approximately $700,000 per month through December 31, 2001.

CONTINUATION AS A GOING CONCERN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and

the satisfaction of
liabilities in the normal course of business. The Company has realized net
losses from operations each year since inception.

At September 30, 2001, the Company had approximately $ 1,883,000 of cash
and cash equivalents. On June 29, 2001 the Company and certain stockholders
entered into a Preferred Stock Purchase Agreement whereby the stockholders
agreed to purchase up to an aggregate of 1,000,000 shares of a new Series E
Cumulative Preferred Stock ("Series E Preferred") at a price of $15.00 per share
in approximately one-month intervals from June 2001 through February 2002. Each
monthly purchase is subject to certain conditions, which, if not met, would
release the stockholders from their obligation to purchase the shares subject to
that and future closings. The first such closing occurred on June 29, 2001 at
which time the stockholders purchased an aggregate of 403,332 shares of the
Series E Preferred. In payment for the shares, the stockholders cancelled the
two outstanding promissory notes due from the Company and paid the balance in
cash. In monthly closings during the three months ended September 30, 2001,
investors purchased 253,866 additional shares of Series E Preferred for an
aggregate amount of $3,808,000 (see note 5 and the discussion of liquidity and
capital resources in Management's Discussion and Analysis of Financial Condition
and Results of Operations included in Part I, Item 2 of this filing).

At the current
level of operating expenditures, the existing level of
the committed development contract with our customer and the financing commitment
described above, the Companys management believes that it will have sufficient cash flows to
allow it to continue operations through March 2002. The Company may, however, be
able to conclude settlement discussions with certain of its former lessors
during 2001 and, under these circumstances, the Companys management believes it will have
sufficient cash flows to allow it to continue operations through February 2002.

2.           PRESENTATION

Presentation - The accompanying unaudited, condensed, consolidated
financial statements include the accounts of the Company. In the opinion of
management, all adjustments have been made which are of a normal recurring nature, so as to fairly
state the results for the interim periods. All significant intercompany
transactions and balances have been eliminated. Certain footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to Securities and Exchange Commission (SEC)rules
and regulations. The nature of the Companys business is such that the
results of an interim period are not necessarily indicative of the results for a
full year. These consolidated statements should be read in conjunction with the
financial statements and the notes thereto included in the Companys
audited financial statements as of December 31, 2000 included in the
Companys Annual Report on Form 10-K, Amendment No. 2, as filed with the
Securities and Exchange Commission.

Use of Estimates - The preparation of financial statements, in conformity
with accounting principles generally accepted in the United States, requires
management to make estimates and assumptions that

affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expense during the reporting periods. Actual results may
differ from those estimates.

3.           ACCRUED RESTRUCTURING

The
Company recorded approximately $30,000 of restructuring charges in the
third quarter of 2001 representing severance costs associated with a workforce
reduction of five employees. This amount was paid during the third quarter.

The Company recorded approximately $274,000 of restructuring charges in the
second quarter of 2001 representing severance costs associated with a workforce
reduction of thirty-four employees.

The Company recorded approximately $2,024,000 of restructuring charges in
the first quarter of 2000, $83,000 in the second quarter and $60,000 in the
third quarter associated with workforce reductions. Included in the first
quarter charge was approximately $1,835,000 representing the revaluation of
options that had been granted to employees terminated in that quarter.

4.           DISCONTINUED OPERATIONS

The results of operations from discontinued operations for the nine months
ended September 30, 2000 are as follows:

|Revenues                                                       |  | $                321,258
|-------------------------------------------------------------- |  | ------------------------
|Operating expenses (excluding depreciation   and amortization) |  | 41,409,888              
|Depreciation and amortization                                  |  | 9,711,431               
|Total operating expenses                                       |  | 51,121,319              
|Net non-operating expenses                                     |  | 405,236                 
|Loss from discontinued operations                              |  | $        (51,205,297)   
|                                                               |  |                         

Changes in Net Liabilities of Discontinued Operations from December 31, 2000 to September 30, 2001 is as
follows:

|                                         | Balance atDecember 31,2000 | Paid orChargedAgainstLiability | AdditionalAccruals andOtherAdjustments | Balance atSeptember 30,2001
|---------------------------------------- | -------------------------- | ------------------------------ | -------------------------------------- | ---------------------------
|Net Liabilities ofDiscontinuedOperations | $(5,209,756)               | $ 2,361,357                    | $(2,303,129)                           | $(5,151,528)               

5.           FINANCING ACTIVITIES

On April 11, 2001 and June 1, 2001 the Company borrowed $2,500,000 and
$1,500,000 respectively, from certain stockholders in the form of promissory
notes.

On June 29, 2001 the Company and the stockholders entered into a Preferred
Stock Purchase Agreement whereby the stockholders agreed to purchase up to an
aggregate of 1,000,000 shares of the Series E Preferred at a price of $15.00 per
share. The purchase of shares is to occur at approximately one-month intervals
from June 2001 through

February 2002. Each monthly purchase is subject to
certain conditions relating to operations, liabilities and litigation which, if
not met, would release the stockholders from their obligation to purchase the
shares subject to that and future closings. The first such closing occurred on
June 29, 2001 at which time the stockholders purchased an aggregate of 403,332
shares of the Series E Preferred. In payment for the shares, the stockholders
cancelled the two outstanding promissory notes due from the Company and paid the
balance in cash. The proceeds to OptiMark were approximately $5,781,000 net of
legal fees of approximately $269,000.

On August 16, 2001 the Company amended the Preferred Stock Purchase
Agreement to permit an additional investor to purchase shares of the Series E
Preferred. The shares to be purchased by the additional investor come from those
originally allocated to the initial purchasers of the Series E Preferred. In
monthly closings during the three months ended September 30, 2001, investors
purchased 253,866 additional shares of the Series E Preferred for an aggregate
amount $3,808,000 (see the discussion of liquidity and capital resources in
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in Part I, Item 2 of this filing).

The Series E Preferred is entitled to certain preferences over existing
classes of the Company's stock in the event of liquidation, sale of assets or
merger involving the Company, equal to twice its purchase price plus 80% of
proceeds above that amount up to $300 million and 56% of proceeds above $300
million. The Series E Preferred will vote together with the Company's common
stock and have 32 votes per share. Calculated based on shares outstanding as of
September 30, 2001, the Series E Preferred represent 27.4% of the votes of the
outstanding common stock (and shares entitled to vote with the common stock)
and, in the aggregate, if fully subscribed to, could represent up to 36.4% of
the votes of the outstanding common stock (and shares entitled to vote with the
common stock). Holders of the Series E Preferred are entitled to preemptive and
registration rights.

The Company has adopted a new stock option plan under which employees will receive
options to acquire the Companys Series F Preferred Stock. The Series F
Preferred Stock is entitled to certain preferences over existing classes of the
Companys stock in the event of liquidation, sale of assets or merger
involving the Company, equal to 20% of proceeds greater than $30 million up to
and including $300 million and 14% of proceeds in excess of $300 million.
Holders of Series F Preferred Stock will be entitled to one vote per share.

6.           SUSPENSION OF JOS TRADING SYSTEM

On May 23, 2001, OptiMark amended its agreement with Japan OptiMark
Systems, Inc. ("JOS") in connection with a proposed restructuring of JOS. Among
other terms of the amendment, (a) OptiMark approved the suspension of JOS'
trading system operating on the Osaka Securities Exchange in Japan and (b) JOS
agreed to pay to OptiMark maintenance and support amounts through August 31,
2001.

7.           COMMITMENTS AND CONTINGENCIES

OptiMark and certain of its subsidiaries are subject to the legal proceedings described in the Companys
amended Annual Report on Form 10-K for the year ended December 31, 2000, dated April 17, 2001.

Transamerica Business Credit Corporation, Wells Fargo Equipment Finance, Inc.,
Diamond Lease (U.S.A.), Inc. and Linc Capital, Inc. (Plaintiffs) v.
OptiMark US Equities, Inc. f/k/a OptiMark Technologies, Inc., OptiMark, Inc. and
OptiMark Holdings, Inc. (Defendants) - Superior Court of New Jersey
 Hudson County. On or about October 1, 2001, Plaintiffs filed a motion for
partial summary judgment. The motion essentially seeks judgment against all of
the Defendants for return of equipment allegedly leased from the Plaintiffs and
judgment against OptiMark US Equities, Inc. for damages in excess of $5.9
million. The Companys opposition to the motion was filed on November 8, 2001
and a hearing on the motion is scheduled for November 16, 2001. The Company
intends to oppose this motion and defend the action vigorously. The outcome of
this litigation cannot be predicted at this time, although it may have a
material affect on the Companys financial condition and results of operations.

In the Matter of the Arbitration between International Exchange Networks, Ltd.
(IXnet) against OptiMark Technologies, Inc., OptiMark Holdings, Inc.,
OptiMark, Inc. and OptiMark US Equities, Inc. On June 7, 2001, the Appellate
Division, First Department denied OptiMark Inc.s and OptiMark Holdings, Inc.s
motion for a stay of the Supreme Courts decision compelling arbitration pending
appeal, thereby requiring all of the Defendants to proceed with the arbitration
while the appeal of the Supreme Courts decision is pending before the Appellate
Division, First Department. The appeal was perfected on July 9, 2001 and was
submitted to the Appellate Division, First Department on October 24, 2001. In
the interim, all of the Defendants have been compelled to proceed with the
arbitration. The arbitration is scheduled for early February 2002. OptiMark Inc.
and OptiMark Holdings, Inc. have participated in the arbitration without waiver
of or prejudice to their positions that they are not proper parties to this
arbitration and subject to their pending appeal before the Appellate Division,
First Department. All of the Defendants intend to defend the arbitration
vigorously. The outcome of this litigation cannot be predicted at this time,
although it may have a material affect on the Companys financial condition and
results of operations.

Comdisco, Inc. v. OptiMark Technologies, Inc. and Avnet, Inc. State of
Connecticut Superior Court, Judicial District of Fairfield at Bridgeport. Avnet,
Inc. filed a cross claim against Optimark Technologies. The cross claim alleges
that if Avnet is found liable under the guaranty, then Avnet becomes subrogated
to Comdiscos rights under the Master Lease Agreement to the extent of the
payments Avnet makes to Comdisco and that OptiMark is liable to Avnet for any
such payments. OptiMark Technologies (now known as OptiMark US Equities, Inc.)
has responded to the cross-claim by denying its material allegations. The
Company intends to defend this action vigorously. The outcome of this litigation
cannot be predicted at this time, although it may have a material affect on the
Companys financial condition and results of operations.

Finova Capital Corporation (Plaintiff) v. OptiMark Technologies, Inc., OptiMark, Inc. and OptiMark
Holdings, Inc.

(Defendants), Superior Court of New Jersey - Hudson County. Plaintiff filed this
action on June 15, 2001, asserting claims that allegedly arise out of an
equipment lease agreement pursuant to which it is alledged that OptiMark
Technologies, Inc. agreed to lease certain equipment. Plaintiff contends that
OptiMark Technologies, Inc. agreed to lease certain equipment. Plaintiff
contends that OptiMark Technologies, Inc. breached the equipment lease by, among
other things, failing to pay the amount due under the equipment lease. Based on
these allegations, plaintiff has made claims for breach of contract, tortious
interference, fraudulent conveyance of such equipment lease agreement and/or the
related equipment and/or other assets from OptiMark Technologies, Inc. to
OptiMark, Inc. and/or OptiMark Holdings, Inc. in unspecified amounts exceeding
$6,000,000, plus interest, late charges, litigation costs and expenses, and reasonable
counsel fees.  The Defendants responded to the Complaint in a timely manner on September
28, 2001.  The Company intends to defend this action vigorously.  The outcome of this
litigation cannot be predicted at this time, although it may have a material affect on
the Company's financial condition and results of operations.

|ITEM 2 | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------ | -------------------------------------------------------------------------------------

Discontinued Operations

On September 19, 2000, the Company announced its intention to discontinue
its US Equities Business. The Company has discontinued all operations of the
equities trading system for the US Equities Business and terminated all
communications networks and other related systems that were necessary to support
that business. Accordingly, results of this operation have been classified as
discontinued operations in the consolidated financial statements and prior
periods have been reclassified to conform to this classification. The discussion
of results of operations in this section relates only to the Company's
continuing operations, its Exchange Solutions Business.

Continuation as a Going Concern

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has realized net
losses from operations each year since inception.

At September 30, 2001, the Company had approximately $1,883,000 of cash and
cash equivalents. On June 29, 2001 the Company and certain stockholders entered
into a Preferred Stock Purchase Agreement whereby the stockholder agreed to
purchase up to an aggregate of 1,000,000 shares of a new Series E Cumulative
Preferred Stock ("Series E Preferred") at a price of $15.00 per share in
approximately one-month intervals from June 2001 through February 2002. Each
monthly purchase is subject to certain conditions relating to operations,
liabilities and litigation which, if not met, would release the stockholders
from their obligations to purchase the shares subject to that and future
closings. The first such closing occurred on June 29, 2001 at which time the
stockholders purchased an aggregate of 403,332 shares of the
Series E Preferred.
In payment for the shares, the stockholders cancelled the two outstanding
promissory notes due from the Company and paid the balance in cash. In monthly
closings during the months of

July, August, September and October, investors
purchased 337,199 additional shares of the Series E Preferred for an aggregate
amount $5,058,000 (see the discussion of liquidity and capital resources in
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in Part I, Item 2 of this filing).

At the
current level of operating expenditures, the existing level of
the committed development contract with our customer and the financing commitment
described above, the Companys management believes that it will have sufficient cash flows to
allow it to continue operations through March 2002. The Company may, however, be
able to conclude settlement discussions with certain of its former lessors
during 2001 and, under these circumstances, the  Companys management believes it will have
sufficient cash flows to allow it to continue operations through February 2002.

History of Losses

Optimark has experienced losses each quarter since its inception. Although
the business has been restructured, losses are likely to continue for the
foreseeable future. As of September 30, 2001 the Company's accumulated deficit
was approximately $347,816,000.

Results of Operations

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2000

Revenue. Total revenue for the three months ended September 30, 2001 was
approximately $2,564,000 as compared to approximately $3,836,000 for the three
months ended September 30, 2000. Of these amounts, approximately $416,000 in
2001 and approximately $3,836,000 in 2000 were derived from services provided to
our affiliate, Japan OptiMark Systems, Inc. ("JOS"). The balance in 2001 was
derived from services to Nasdaq and the recognition of revenue previously
deferred. The reduction in services to JOS resulted from completion of the
development phase and initiation of an enhancement and maintenance phase with a
lower level of monthly billing. Billings for enhancement and maintenance ceased
as of August 31, 2001.

Cost of Sales. Cost of sales includes all direct costs and expenses
incurred in order to develop and implement our products. Cost of sales for the
three months ended September 30, 2001 totaled approximately $1,348,000 as
compared to approximately $2,061,000 for the three months ended September 30,
2000. The decrease of $713,000 is primarily due to the decrease in resources
utilized in the JOS project. The decrease consisted principally of personnel
related expenses.

Operating Expenses. Operating expenses for the three months ended September
30, 2001 totaled approximately $4,437,000 as compared to approximately
$2,875,000 for the three months ended September 30, 2000. The following is a
discussion of the increase as it relates to each of the components:

Sales and Marketing. Sales and marketing expense for the three months ended
September 30, 2001 totaled approximately $308,000 as

compared to approximately
$582,000 for the three months ended September 30, 2000. The decrease of $274,000
was primarily due to a decrease in personnel related expenses, travel and
entertainment expense and public relations expenses in connection with the
decrease in resources utilized in the JOS project and headcount reductions
within the marketing department.

Research and Development. Research and development expense totaled
approximately $1,254,000 for the three months ended September 30, 2001 compared
to approximately $802,000 for the three months ended September 30, 2000. The
increase of $452,000 is primarily due to expenditures to customize and develop
OptiMark's proprietary matching technology for use in future applications. The
increase consists primarily of personnel related expenses.

General and Administrative. General and administrative expense totaled
approximately $1,844,000 for the three months ended September 30, 2001 as
compared to approximately $910,000 for the three months ended September 30,
2000. The increase of $934,000 is primarily due to an increase in the cost of
OptiMark's bonus program and loss realized on the disposal of assets in
connection with the closing of an office during the quarter, offset by a
decrease in professional fees. The cost of the bonus program was approximately
$411,000 for the three months ended September 30, 2001 and approximately
$(282,000) for the three months ended September 30, 2000, as a result of
adjusting accrued bonuses downward during the three months ended September 30,
2000 to reflect the cost of a revised bonus plan.

Depreciation and Amortization. Depreciation and amortization expense
totaled approximately $1,001,000 for the three months ended September 30, 2001
as compared to approximately $520,000 for the three months ended September 30,
2000. The increase of $481,000 is primarily due to the Company's decision to
identify assets, chiefly computer equipment, previously used in the discontinued
business, and redeploy them in the continuing business, offset by the absence in
2001 of amortization from certain non-securities rights, which were written off
in the fourth quarter of 2000 as well as lower depreciation resulting from
certain property and equipment, written off in the second half of 2000.

Other Income and Expense. Other income and expense includes interest income
on cash and cash equivalents, interest expense on capital leases and gain
realized by the recovery of an investment previously written off. Other income,
net, was approximately $524,000 for the three months ended September 30, 2001 as
compared to other income, net of approximately $134,000 for the three months
ended September 30, 2000. The increase of $390,000 is due to a gain realized by
the recovery of an investment written off in a prior year offset by (a) a
reduction in interest bearing deposits over the course of the prior twelve
months, (b) payments on capital leases over the same period of time, which
reduces the interest portion of current payments and (c) interest incurred on
the stockholder notes.

NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2000

Revenue. Total revenue for the nine months ended September 30, 2001 was
approximately $9,238,000 as compared to approximately $9,620,000 for the nine
months ended September 30, 2000. Of these amounts, approximately $2,818,000 in
2001 and approximately $9,620,000 in 2000 were derived from services provided to
JOS. The balance in 2001 was derived from services to Nasdaq and the recognition
of revenue previously deferred. The reduction in services to JOS resulted from
completion of the development phase and initiation of an enhancement and
maintenance phase with a lower level of monthly billing. Billings for
enhancement and maintenance ceased as of August 31, 2001.

Cost of Sales. Cost of sales includes all direct costs and expenses
incurred in order to develop and implement our products. Cost of sales for the
nine months ended September 30, 2001 totaled approximately $5,350,000 as
compared to approximately $5,637,000 for the nine months ended September 30,
2000. The decrease of $287,000 is primarily due to the decrease in resources
utilized in the JOS project. The decrease consisted of lower personnel related
expenses incurred in connection with JOS and equipment lease expense due to the
termination of the majority of the Company's operating leases in the third
quarter of 2000, offset by increases in warranty expense, communication expense
and rent expense allocated to the Nasdaq project.

Operating Expenses. Operating expenses for the nine months ended September
30, 2001 totaled approximately $16,477,000 as compared to approximately
$13,976,000 for the nine months ended September 30, 2000. The following is a
discussion of the decrease as it relates to each of the components:

Sales and Marketing. Sales and marketing expense for the nine months ended
September 30, 2001 totaled approximately $1,133,000 as compared to approximately
$1,212,000 for the nine months ended September 30, 2000. The decrease of $79,000
was attributable to a decrease in costs associated with JOS. The decrease
consists primarily of personnel related expenses and public relations expenses
offset by increases in communication expense associated with marketing the
Company's new product offerings and rent expense attributable to sales and
marketing activities.

Research and Development. Research and development expense totaled
approximately $4,600,000 for the nine months ended September 30, 2001 compared
to approximately $2,056,000 for the nine months ended September 30, 2000. The
increase of $2,544,000 is primarily due to expenditures to customize and develop
OptiMark's proprietary matching technology for use in future applications. The
increase consists primarily of personnel related expenses.

General and Administrative. General and administrative expense totaled
approximately $7,321,000 for the nine months ended September 30, 2001 as
compared to approximately $6,956,000 for the nine months ended September 30,
2000. The increase of $365,000 is primarily due to an increase in communication
expense, rent expense, recruiting expense and corporate insurance expense offset
by a decrease in personnel related expenses, professional fees and travel and
entertainment expense. In addition to general and administrative expenses,
OptiMark also includes the total cost of its employee bonus program in this cost
classification. The cost of this program was approximately $1,824,000

for the
nine months ended September 30, 2001 and approximately $1,496,000 for the nine
months ended September 30, 2000.

Depreciation and Amortization. Depreciation and amortization expense
totaled approximately $3,121,000 for the nine months ended September 30, 2001 as
compared to approximately $1,571,000 for the nine months ended September 30,
2000. The increase of $1,550,000 is primarily due to the Company's decision to
identify assets, chiefly computer equipment, previously used in the discontinued
business, and redeploy them in the continuing business, offset by the absence in
2001 of amortization from certain non-securities rights, which were written off
in the fourth quarter of 2000 as well as lower depreciation resulting from
certain property and equipment, written off in the second half of 2000.

Restructuring Expense. OptiMark recorded a restructuring charge of
approximately $304,000 for the nine months ended September 30, 2001 related to a workforce
reduction of thirty-nine employees. Included in this charge is approximately
$287,000 representing severance costs and approximately $17,000 representing
other employee related costs. OptiMark recorded a restructuring charge of
approximately $2,167,000 for the nine months ended September 30, 2000 related to
a workforce reduction of eight employees. Included in this charge is
approximately $1,894,000 representing the charge associated with the revaluation
of options that had been granted to these employees. The remaining balance of
approximately $273,000 includes notice period salaries of approximately
$178,000, severance of approximately $54,000 and vacation pay earned during the
notice period and other employee related costs of approximately $41,000.

Other Income and Expense. Other income and expense includes interest income
on cash and cash equivalents, interest expense on capital leases and gain
realized by the recovery of an investment previously written off. Other income,
net, was approximately $447,000 for the nine months ended September 30, 2001 as
compared to other income, net of approximately $1,130,000 for the nine months
ended September 30, 2000. The decrease of $683,000 is due to (a) a reduction in
interest bearing deposits over the course of the prior twelve months, (b)
payments on capital leases over the same period of time, which reduces the
interest portion of current payments and (c) interest incurred on the
stockholder notes. These were offset by a gain realized by the recovery of an
investment written off in a prior year.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2001, OptiMark's principal sources of liquidity
consisted of approximately $1,883,000 of cash and cash equivalents as compared
to approximately $2,920,000 of cash and cash equivalents as of December 31,
2000.

Net cash used in continuing operating activities was approximately
$7,239,000 and approximately $8,882,000 for the nine months ended September 30,
2001 and 2000, respectively. The change in net operating cash flows were
attributable to net losses in both periods, partially reduced by non-cash
charges including depreciation and amortization, values assigned to options in
connection with

restructurings and values assigned to warrants issued as
compensation. The fluctuation between periods was also affected by net changes
in working capital.

Net cash used in investing activities was approximately $776,000 and
$699,000 for the nine months ended September 30, 2001 and 2000, respectively.
The uses of cash in 2001 for investing activities primarily consisted of the
purchase of a mainframe computer as part of a settlement of all amounts owed to
a company from which Optimark had previously leased equipment. The uses of cash
in 2000 for investing activities primarily consisted of purchases of computer
equipment and leasehold improvements. Other uses of cash for investing
activities in each period consisted of purchases of software licenses reduced in
each period by proceeds from the disposal of equipment.

Net cash provided by financing activities for the nine months ended
September 30, 2001 was approximately $9,339,000 and net cash used in financing
activities for the nine months ended September 30, 2000 was approximately
$23,000. In 2001, cash was provided from the sale of Series E Cumulative
Preferred Stock ("Series E Preferred") and stockholder loans reduced by
principal payments on capital leases. On June 29, 2001, the obligation to repay
the stockholder loans was cancelled in exchange for shares of the Series E
Preferred Stock. The principal use of cash for financing activities in 2000 was
for principal payments on capital leases, which were reduced by proceeds from
the exercise of common stock options.

The results indicated for continuing operations in the Condensed
Consolidated Statements of Cash Flows for the nine months ended September 30,
2001 are not necessarily indicative of the spending rates for the continuing
operations. The results from operations in future periods may differ materially
as we continue to focus our resources on the new business model. In particular,
our current operating expenses may increase as additional employees are hired
and as a result of normal compensation increases.

On April 11, 2001 and June 1, 2001 the Company borrowed $2,500,000 and
$1,500,000 respectively, from certain stockholders in the form of promissory
notes. On June 29, 2001, the obligation to repay the stockholders' loans was
cancelled in exchange for shares of the Series E Preferred Stock.

On June 29, 2001 the Company and the stockholders entered into a Preferred
Stock Purchase Agreement whereby the stockholders agreed to purchase up to an
aggregate of 1,000,000 shares of Series E Preferred at a price of $15.00 per
share. The purchase of shares is to occur at approximately one-month intervals
from June 2001 through February 2002. Each monthly purchase is subject to
certain conditions, which, if not met, would release the stockholders from their
obligation to purchase the shares subject to that closing. The first such
closing occurred on June 29, 2001 at which time the stockholders purchased an
aggregate of 403,332 shares of the Series E Preferred. In payment for the
shares, the stockholders cancelled the two outstanding promissory notes due
from the Company and paid the balance in cash. The proceeds to OptiMark were
approximately $5,781,000, which is net of legal fees of approximately $269,000.

On August 16, 2001 the Company amended the Preferred Stock Purchase
Agreement to permit an additional investor to purchase shares of the Series E
Preferred. The shares to be purchased by the additional investor come from those
originally allocated to the initial purchasers of the Series E Preferred. In
monthly closings during the months of July, August, September and October,
investors purchased 337,199 additional shares of the Series E Preferred for an
aggregate amount $5,058,000.

The Series E Preferred is entitled to certain preferences over existing
classes of the Company's stock in the event of liquidation, sale of assets or
merger involving the Company, equal to twice its purchase price plus 80% of
proceeds above that amount up to $300 million and 56% of proceeds above $300
million. The Series E Preferred will vote together with the Company's common
stock and have 32 votes per share. The new Series E Preferred represent up to
27.4% of the votes of the outstanding common stock (and shares entitled to vote
with the common stock), calculated based on shares outstanding as of September
30, 2001. In the aggregate, the new Series E Preferred could represent up to
36.4% of the votes of the outstanding common stock (and shares entitled to vote
with the common stock), calculated based on shares outstanding as of September
30, 2001. Holders of the Series E Preferred will be entitled to preemptive and
registration rights.

The Company has adopted a new stock option plan under which employees will
receive options to acquire the Company's Series F Preferred Stock. The Series F
Preferred Stock is entitled to certain preferences over existing classes of the
Company's stock in the event of liquidation, sale of assets or merger involving
the Company, equal to 20% of proceeds greater than $30 million up to and
including $300 million and 14% of proceeds in excess of $300 million. Holders of
Series F Preferred Stock will be entitled to one vote per share.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's only exposure to market risk is related to interest rates and
foreign currency exchange rates. We do not consider these risks to be material
as of September 30, 2001.

Interest Rate Risk. As of September 30, 2001 OptiMark had cash and cash
equivalents of approximately $1,883,000 that consisted of cash and highly liquid
overnight investments. These investments may be subject to interest rate risk
and would decrease in value if interest rates increased in the marketplace. A
hypothetical increase or decrease of ten percent in market interest rates at
September 30, 2001 would have caused the fair value of these overnight
investments to change by an immaterial amount. Declines in interest rates over
time will, however, reduce the Company's interest income.

Foreign Currency Exchange Rate Risk. All of OptiMark's revenues recognized
to date have been denominated in U.S. dollars. Although revenues from
international customers to date have been U.S. dollar denominated, we cannot be
certain that future international customers or future business ventures will
result exclusively in U.S. dollar denominated revenues, royalties or dividends.
As a result, our operating results could become subject to significant
fluctuations

based upon changes in the exchange rates of certain currencies in
relation to the U.S. dollar. The Company has a sales office in Canada where the
functional currency is the Canadian dollar. A hypothetical increase or decrease
of 10 percent in the Canadian dollar compared to the U.S. dollar at September
30, 2001 would have caused the U.S. dollar equivalent of OptiMark's Canadian
operations to change by an immaterial amount.

Equity Price Risk. As of September 30, 2001, the Company is not subject to
equity price risk.

PART II - OTHER INFORMATION

ITEM 1.            LEGAL PROCEEDINGS

OptiMark and certain of its subsidiaries are subject to the legal
proceedings described in the Company's amended Annual Report on Form 10-K for
the year ended December 31, 2000, dated April 17, 2001.

Transamerica Business Credit Corporation, Wells Fargo Equipment Finance,
Inc., Diamond Lease (U.S.A.), Inc. and Linc Capital, Inc. (Plaintiffs) v.
OptiMark US Equities, Inc. f/k/a OptiMark Technologies, Inc., OptiMark, Inc. and
OptiMark Holdings, Inc. (Defendants)- Superior Court of New Jersey - Hudson
County. On or about October 1, 2001, Plaintiffs filed a motion for partial
summary judgment. The motion essentially seeks judgment against all of the
Defendants for return of equipment allegedly leased from the Plaintiffs and
judgment against OptiMark US Equities, Inc. for damages in excess of $5.9
million. The Companys opposition to the motion was filed on November 8, 2001
and a hearing on the motion is scheduled for November 16, 2001. The Company
intends to oppose this motion and defend the action vigorously.  The outcome of
this litigation cannot be predicted at this time, although it may have a material affect on the
Companys financial condition and results of operations.

In the Matter of the Arbitration between International Exchange Networks,
Ltd. (IXnet) against OptiMark Technologies, Inc., OptiMark Holdings, Inc.,
OptiMark, Inc. and OptiMark US Equities, Inc. On June 7, 2001, the Appellate
Division, First Department denied OptiMark Inc.'s and OptiMark Holdings, Inc.'s
motion for a stay of the Supreme Court's decision compelling arbitration pending
appeal, thereby requiring all of the Defendants to proceed with the arbitration
while the appeal of the Supreme Court's decision is pending before the Appellate
Division, First Department. The appeal was perfected on July 9, 2001 and was
submitted to the Appellate Division, First Department on October 24, 2001. In
the interim, all of the Defendants have been compelled to proceed with the
arbitration. The arbitration is scheduled for early February 2002. OptiMark Inc.
and OptiMark Holdings, Inc. have participated in the arbitration without waiver
of or prejudice to their positions that they are not proper parties to this
arbitration and subject to their pending appeal before the Appellate Division,
First Department. All of the Defendants intend to defend the arbitration
vigorously.  The outcome of this litigation cannot be predicted at this time,
although it may have a material affect on the
Companys financial condition and results of operations.

Optimark US Equities, Inc. f/k/a Optimark Technologies, Inc. (Plaintiff) v.
William F. Adiletta (Defendant), Civil Action No. 19069-NC, Court of Chancery of
the State of Delaware in and for New Castle County. On August 22, 2001,
Plaintiff brought this action against Defendant, one of its former officers and
directors, for breach of his fiduciary duty of loyalty as an officer and
director, breach of contract and for attorneys' fees arising out of a multi-million
dollar contract with
International Exchange Networks, Inc.  Plaintiff alleges that the results of
Defendant's conduct have caused and threaten to continue to
cause Plaintiff damages. On October 9, 2001, Defendant

answered the complaint,
denying the material allegations and asserting a variety of affirmative defenses
to such claims. OptiMark intends to pursue this action vigorously.

Comdisco, Inc. v. OptiMark Technologies, Inc. and Avnet, Inc. State of
Connecticut Superior Court, Judicial District of Fairfield at Bridgeport. Avnet,
Inc. filed a cross claim against Optimark Technologies. The cross claim alleges
that if Avnet is found liable under the guaranty, then Avnet becomes subrogated
to Comdisco's rights under the Master Lease Agreement to the extent of the
payments Avnet makes to Comdisco and that OptiMark is liable to Avnet for any
such payments. OptiMark Technologies (now known as OptiMark US Equities, Inc.)
has responded to the cross-claim by denying its material allegations. The
Company intends to defend this action vigorously.  The outcome of this litigation
cannot be predicted at this time, although it may have a material affect on the
Companys financial condition and results of operations.

Finova Capital Corporation (Plaintiff) v. OptiMark Technologies, Inc., OptiMark, Inc.
and OptiMark Holdings, Inc.
(Defendants), Superior Court of New Jersey - Hudson County. Plaintiff filed this
action on June 15, 2001, asserting claims that allegedly arise out of an
equipment lease agreement pursuant to which it is alledged that OptiMark
Technologies, Inc. agreed to lease certain equipment. Plaintiff contends that
OptiMark Technologies, Inc. agreed to lease certain equipment. Plaintiff
contends that OptiMark Technologies, Inc. breached the equipment lease by, among
other things, failing to pay the amount due under the equipment lease. Based on
these allegations, plaintiff has made claims for breach of contract, tortious
interference, fraudulent conveyance of such equipment lease agreement and/or the
related equipment and/or other assets from OptiMark Technologies, Inc. to
OptiMark, Inc. and/or OptiMark Holdings, Inc.
in unspecified amounts exceeding
$6,000,000, plus interest, late charges, litigation costs and expenses, and reasonable
counsel fees.  The Defendants responded to the Complaint in a timely manner on September
28, 2001.  The Company intends to defend this action vigorously.  The outcome of this
litigation cannot be predicted at this time, although it may have a material affect on
the Company's financial condition and results of operations.

ITEM 2.            CHANGES IN SECURITIES AND USE OF PROCEEDS

During the three months ended September 30, 2001, the Company sold 253,866
shares of Series E Preferred at $15 per share. The aggregate amount received
from this sale was $3,808,000, which was paid in cash. The shares were sold to
SOFTBANK Capital Partners LP, SOFTBANK Capital LP, SOFTBANK Capital Advisors
Fund LP, and Big Island LLC, each of whom is an "accredited investor" as defined
in Rule 501(a) under the Securities Act of 1933, as amended. The issuance of the
Series E Preferred constitutes a private placement under Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.

ITEM 6.            EXHIBITS AND REPORTS ON FORM 8-K

|A.  | Exhibits                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                
|4.1 | Amendment To The Series E Stock Purchase Agreement, dated as of August 16, 2001,
by and among OptiMark Holdings, Inc. and the entities set forth on the signature
pages thereto

|4.2  | Amendment To The Registration Rights Agreement, dated as of August 16, 2001, by
and among OptiMark Holdings, Inc. and the entities set forth on the signature
pages thereto
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                            
|10.1 | Employment Agreement, dated August 16, 2001, by and between OptiMark Holdings,
Inc. and Robert J. Warshaw                                                                  
|     |                                                                                                                                                                            
|10.2 | Amendment No. 1 To Employment Agreement, dated August 16, 2001, by and between
OptiMark Holdings, Inc. and Robert J. Warshaw                                               
|     |                                                                                                                                                                            
|10.3 | Separation Agreement, dated August 15, 2001, by and between OptiMark, Inc. and
James G. Rickards                                                                           

B.          Report on Form 8-K

During the quarter ended September 30, 2001, the Company filed a Report on Form
8-K dated July 11, 2001 responding to Items 7 and 9 of the Form 8-K. The Report
related to a press release issued by the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

| | OPTIMARK HOLDINGS, INC.
| | -----------------------

|November 14, 2001 |     |                                                                                       
|----------------- | --- | --------------------------------------------------------------------------------------
|                  | By: | /s/ Robert J Warshaw                                                                  
|                  |     | Name:  Robert J Warshaw
Title:  Chief Executive Officerand Principal Financial Officer