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

                                    FORM 10-K/A

/x/ Annual report pursuant to section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the fiscal year ended December 31, 2001
or

/ / Transition report pursuant to section 13 or 15(d) of the Securities Exchange
    Act of 1934 For the transition period from              to
                                               ------------    -------------


                        Commission File Number 000-30527



                             OPTIMARK HOLDINGS, INC.

             (Exact name of registrant as specified in its charter)

        DELAWARE                                        22-3730995
(State or Other Jurisdiction of                      (I.R.S.-Employer
Incorporation or Organization)                       Identification No.)

10 Exchange Place Centre,                                   07302
24th Floor, Jersey City, NJ
(Address of Principal Executive Offices)                 (Zip Code)


                                 (201) 536-7000
              (Registrant's telephone number, including area code)


           Securities Registered Pursuant to Section 12(b) of the Act:

                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, Par Value $.01 Per Share

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 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 / /  No /X/

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  registrant's  knowledge,  in definitive  proxy or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /


<PAGE>


     No sales of the  common  equity of the  Registrant  have  been  consummated
within  sixty days of this  filing  and the  Registrant's  common  equity is not
publicly traded on an exchange for purposes of establishing  bid and ask prices.
Therefore,  the Registrant is unable to state the aggregate  market value of the
voting and non-voting common equity held by non-affiliates of the Registrant.

     As of March 21,  2002,  there were  33,369,913  shares of the  Registrant's
Common Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.



<PAGE>


                                EXPLANATORY NOTE

Registrant  is filing  this  amendment  to its Form  10-K  pursuant  to  General
Instruction G(3).



<PAGE>



                             OPTIMARK HOLDINGS, INC.
                                    FORM 10-K
                                DECEMBER 31, 2001

                                TABLE OF CONTENTS


                                                                        Page No.
                                    PART III
Item 10.  Directors and Executive Officers of the Registrant             1
Item 11.  Executive Compensation                                         2
Item 12.  Security Ownership of Certain Beneficial Owners and
             Management                                                  7
Item 13.  Certain Relationships and Related Transactions                10

Signatures                                                              13





<PAGE>


                                    PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following list sets forth certain biographical  information  concerning
the Board of Directors of OptiMark Holdings,  Inc. ("OptiMark" or the "Company")
as of April 29, 2002.

     WILLIAM A. LUPIEN (60),  Chairman of the Board of Directors since 2000. Mr.
Lupien  was  the  founder  and  co-inventor  of  the  OptiMark  matching  engine
technology.  Mr.  Lupien has served as  Chairman  of the Board of  Directors  of
OptiMark Technologies,  Inc. and its predecessor,  MJT Holdings, Inc., since its
formation in 1988.  From inception  through  November 1998, Mr. Lupien served as
the Chief  Executive  Officer of OptiMark  Technologies,  Inc.  Mr.  Lupien also
serves as a Director of Broker Tec Futures Exchange,  L.L.C. Mr. Lupien received
his Bachelor of Science degree from San Diego State University.

     RONALD D. FISHER (54), Director since November 1999. Mr. Fisher is the Vice
Chairman of SOFTBANK  Holdings Inc. and a Director of SOFTBANK CORP,  Japan. Mr.
Fisher also  serves as the CEO of  SOFTBANK  Global  Ventures.  Mr.  Fisher also
serves as a member of the boards of directors of SOFTBANK Corp.,  E*Trade Group,
Key3Media, Global Sports and InsWeb Corporation.  Mr. Fisher received his M.B.A.
from  Columbia  University,  New York and  Bachelor of Commerce  degree from the
University of Witwatersand in South Africa.

     ROBERT J. WARSHAW  (48),  Chief  Executive  Officer  since March 2001.  Mr.
Warshaw also serves as Chief  Executive  Officer of OptiMark,  Inc. Mr.  Warshaw
previously served as Co-Chief  Executive  Officer,  Executive Vice President and
Chief Technology Officer of OptiMark,  Inc. From November 1999 to June 2000, Mr.
Warshaw  served as Executive  Vice  President  and Chief  Technology  Officer of
OptiMark  Technologies,  Inc. From October 1993 to October 1999, Mr. Warshaw was
Chief  Information  Officer  at  Lazard  Freres  & Co.  LLC.,  an  international
investment  banking firm. Mr. Warshaw received his bachelor's  degree in English
from  the  University  of   Pennsylvania   and  a  Masters  in  Management  from
Northwestern University's Kellogg School of Management.

     PHILLIP J. RIESE (51),  Director  since  November  1998. Mr. Riese is Chief
Executive  Officer  and a  director  of  AirClic,  Inc.,  which  specializes  in
simplifying  wireless  access  to the web using bar code  symbology.  Mr.  Riese
served as Chief  Executive  Officer of OptiMark  Holdings,  Inc.  from June 2000
until  September  2000.  From  November  1998 to June  2000,  he served as Chief
Executive Officer of OptiMark Technologies, Inc. From 1994 to November 1998, Mr.
Riese was  President of the Consumer  Card Group of American  Express,  a credit
card company,  and Chairman of American  Express  Centurion  Bank.  From 1980 to
1994,  he served in a variety of executive  positions at American  Express.  Mr.
Riese received a B. Comm. degree from Leeds University in the United Kingdom. He
received an M.B.A.  from the  University  of Cape Town in South Africa and an SM
degree in Management from MIT.

     The executive  officers  serve at the discretion of the Board of Directors.
The following  table sets forth  certain  information  concerning  the executive
officers  of the  Company  as of  April  29,  2002  (none  of whom  has a family
relationship with another executive officer).

Name                      Age      Position
----                      ---      --------
Robert J. Warshaw         48       Chief Executive Officer and Director

Neil G. Cohen             35       Executive Vice President, General Counsel,
                                   and Corporate Secretary

James S. Pak              33       Executive Vice President

Trevor B. Price           33       Executive Vice President



<PAGE>


Selected  biographical  information  with respect to  executive  officers is set
forth hereafter.

     Information  regarding the business  experience of Mr. Warshaw is set forth
above.

     Neil G. Cohen (35),  General Counsel and Corporate  Secretary since May 18,
2001. Prior to joining OptiMark,  Mr. Cohen was associated with the law firms of
Cummings & Lockwood from 1997-1999,  Rogers & Wells from 1994-1997,  and Cushman
Darby & Cushman from  1992-1994.  While at these law firms Mr. Cohen's  practice
concentrated on intellectual  property litigation,  licensing,  and procurement.
Mr. Cohen received his law degree from Hofstra  University and his undergraduate
degree in electrical engineering, with a concentration in computer science, from
The George Washington University.

     James S. Pak  (32),  Executive  Vice  President  of  OptiMark,  Inc.  since
December 1, 2001.  From  September  2001 through  November  2001,  Mr. Pak was a
consultant  to  OptiMark.  Between  March 2001 and August  2001,  Mr. Pak was an
independent  consultant.  From October 1998 through  March 2001,  Mr. Pak was an
investment  banker at  Lazard  Freres & Co.  LLC,  an  international  investment
banking firm,  focused on mergers and acquisitions.  Prior to working at Lazard,
Mr. Pak worked from August 1992 through  October 1998 for Merrill Lynch & Co. in
various groups including investment banking and debt capital markets in New York
and London. Mr. Pak has an undergraduate degree from New York University.

     Trevor B. Price (33),  Executive  Vice  President of OptiMark,  Inc.  since
April 16, 2001.  Prior to joining  OptiMark,  Mr.  Price was,  from January 2000
through  April  2001,   Chairman,   CEO  and  founder  of   SavvyJack,   Inc.  a
business-to-business e-commerce application services provider. During the period
from January 2000 through May 2000,  while  founding  SavvyJack,  Mr. Price also
consulted  with  Continuous  Software  Corporation  where  he led  the  business
transition process for the acquisition of Pagoda Corporation,  a company that he
founded and built. From June 1998 through January 2000, Mr. Price was co-founder
Co-CEO and  director  of Pagoda  Corporation  with  primary  responsibility  for
product marketing and development. Pagoda successfully developed and deployed an
enterprise  knowledge  management solution to Fortune 500 companies.  From March
1992 through June 1998,  Mr. Price served in different  management  positions at
Software Services International,  Inc, a global services capital firm. Mr. Price
has an undergraduate degree from the University of Pennsylvania.

Section 16(a) Beneficial Ownership Reporting Compliance

     The Company's  executive officers,  directors and ten percent  shareholders
are  required  under  Section  16(a) of the  Securities  Exchange Act of 1934 as
amended  (the  "Exchange  Act"),  to file  reports of  ownership  and changes in
ownership on Forms 3, 4 and 5 with the Commission.  Copies of these reports must
also be  furnished  to the  Company.  Based  upon its  review  of copies of such
reports   furnished  to  the  Company  through  the  date  hereof,   or  written
representations  that no reports were required to be filed, the Company believes
that during the year ended December 31, 2001, all filing requirements applicable
to its officers,  directors and ten percent  shareholders were complied within a
timely  manner,  with the  exception  of the Form 3 for Mr. James S. Pak and six
Form 4's for the SOFTBANK  Affiliates (as hereinafter  defined),  which were not
filed in a timely manner.

ITEM 11. EXECUTIVE COMPENSATION

Compensation of Directors

     Upon initial election to the Board of Directors, each non-employee Director
was granted an option to purchase 50,000 shares of common stock,  par value $.01
per share (the "Common  Stock"),  pursuant to the OptiMark  Holdings,  Inc. 1999
Stock Plan (the "Common Stock  Plan").  In addition,  on the first  business day
following  each annual  meeting of OptiMark's  shareholders,  each  non-employee
Director  was  granted  an  option to  purchase  10,000  shares of Common  Stock
pursuant to the Common Stock Plan.  Options  granted under the Common Stock Plan
to  non-employee  Directors vest ratably over five years,  subject to continuing
service on the Board of Directors, and have a term of ten years.


                                      -2-
<PAGE>


     In November 2001, the Company adopted OptiMark Holdings, Inc. 2001 Series F
Preferred  Stock Plan (the  "Series F Stock  Plan")  pursuant  to which  certain
individuals  would  receive  grants of options to  purchase  Series F  Preferred
Stock,  par value $.01 per share (the "Series F Stock").  Following the adoption
of the Series F Stock Plan in November  2001,  no further  options  have been or
will be granted  to  non-employee  Directors  under the Common  Stock  Plan.  In
November 2001,  each current  non-employee  Director  (that is, Messrs.  Fisher,
Lupien,  and Riese) was granted an option to purchase  25,000 shares of Series F
Stock pursuant to the Series F Stock Plan,  which vested  immediately  following
stockholder  approval  of the  Series F Stock  Plan and has a term of ten years.
Thereafter,  upon initial  election to the Board of  Directors  and on the first
business day  following  each annual  meeting of OptiMark's  shareholders,  each
non-employee  Director  will be granted an option to purchase  10,000  shares of
Series F Stock  pursuant to the Series F Stock Plan.  Options  granted under the
Series F Stock Plan to  non-employee  Directors in accordance with the preceding
sentence shall fully vest on the first anniversary of the date of grant, subject
to continuing  service on the Board of Directors,  and have a term of ten years.
In addition,  each non-employee Director shall have one year from resignation or
expiration of his term as a Director to exercise  vested  options  granted under
the Series F Stock Plan.

     Directors  of  OptiMark  do not receive  cash  compensation  for service as
members of the Board of Directors  or  committees  thereof.  All  Directors  are
reimbursed for out-of-pocket expenses.

Executive Summary Compensation Table

     The following table provides a summary of compensation  earned by the named
executive  officers of the Company,  which include the Company's Chief Executive
Officer,  its former Co-Chief  Executive  Officer and the other executives whose
total salary and bonus for 2001 exceeded  $100,000  (including  those executives
for whom disclosure would have been required but for the fact that they resigned
in 2001),  for  services  rendered  in all  capacities  to the  Company  and its
subsidiaries for each of the last three fiscal years:

<TABLE>
<CAPTION>
                                                                                                Long-Term
                                                                                                Long Term
                                                                                              Compensations
                                                      Annual Compensation                         Awards
                                                      -------------------                     -------------
                                                                                                Securities
                                                                               Other            Underlying
                                       Fiscal     Salary         Bonus      Compensation          Options
Name and Principal Position            Year         ($)           ($)            ($)                (#)
---------------------------            ----         ---           ---            ---                ---
<S>                                     <C>      <C>            <C>          <C>                <C>
Robert J. Warshaw ...................   2001     257,291        175,000      1,950,000(1)
Chief Executive Officer .............   2000     225,000        175,000        250,000(3,4)
                                        1999      28,990(2)        --             --            500,000(3,4)

Neil G. Cohen .......................   2001     200,000         38,374           --            185,000(1)
Secretary & General Counsel .........   2000     162,500         21,875           --             55,000(3,4)
                                        1999      63,942(2)        --             --             20,000(3,4)

David C. Johnson, Jr ................   2001     100,841        100,000(5)      25,000(1)
Former Co-Chief Executive Officer (5)   2000     168,750          4,270           --            150,000(3)
                                                    1999         98,383(2)        --            100,000(3)

Gary B. Meshell .....................   2001     144,952(2)      33,333           --               --
Executive Vice President of .........   2000        --             --             --               --
OptiMark, Inc.(6)
                                        1999        --             --             --               --

Trevor B. Price .....................   2001     123,958(2)        --             --            277,398(1)
Executive Vice President of .........                                                           525,000(3)
</TABLE>


                                      -3-

<PAGE>



<TABLE>
<S>                                     <C>      <C>            <C>          <C>                <C>
OptiMark, Inc. (7)
                                        2000        --             --             --               --
                                        1999        --             --             --               --
</TABLE>

-------


(1)  Options to purchase shares of Series F Stock.

(2)  Executive  Officer was an employee  with the Company  only for part of that
     year.

(3)  Options to purchase shares of Common Stock.

(4)  All outstanding  options on Common Stock of Executive Officer were repriced
     to an exercise price of $0.50 per share in December 2000 upon the execution
     of Amendment No. 1 to Stock Option Agreements.

(5)  Mr.  Johnson  resigned as  Co-Chief  Executive  Officer in March 2001.  Mr.
     Johnson received in the year 2001 a bonus in the amount of $100,000, earned
     in the year 2000, for his  sales-related  activities that occurred prior to
     assuming the position as Co-Chief Executive Officer.

(6)  Mr.  Meshell  was not  employed  by  OptiMark,  Inc. in 1999 or 2000 and he
     resigned as Executive Vice President in January 2002.

(7)  Mr. Price was not employed by the Company in 1999 or 2000.

Option Grants

     In November 2001,  options to purchase Series F Stock and Common Stock were
granted to various individuals  pursuant to the terms of the Series F Stock Plan
and the Common  Stock Plan,  respectively.  The  following  table sets forth the
awards made to the named executive officers.

<TABLE>
<CAPTION>
                                                                                            Potential Realizable
                                                                                            Value at Assumed Annual
                                                                                            Rates of Stock
                                                                                            Price Appreciation for
Individual Grants                                                                           Option Term
--------------------------------------------------------------------------------------      ------------------------
                                           Percent of
                                           Total Options
                           Number of       Granted to
                           Securities      Employees In    Exercise or
                           Underlying      Fiscal          Base Price     Expiration
                               Options         Year         Per Share        Date           5%($)        10%($)
                           ------------    ------------    -----------    ----------        -----        ------

NAME
----
<S>                        <C>               <C>           <C>            <C>               <C>          <C>
Robert J. Warshaw          1,950,000(1)      30.1          $0.10          11/15/2011        117,000      292,500

Neil G. Cohen              185,000(1)         2.9          $0.10          11/15/2011        11,100       27,750

David C. Johnson, Jr.      25,000(1)          0.4          $0.10          11/15/2011        15,000       3,750



Trevor B. Price            277,398(1)         4.3          $0.10          11/15/2011        16,644       41,610
                           525,000(2)                      $0.50          05/09/2011        162,750      420,000

</TABLE>

                                      -4-

<PAGE>


----------

(1)  Options to purchase shares of Series F Stock.
(2)  Options to purchase shares of Common Stock.

Fiscal 2001 Year End Option Values

     No options were  exercised  during fiscal year 2001 by the named  executive
officers.   The  following  table   describes  the  named  executive   officers'
exercisable and  unexercisable  options held as of December 31, 2001. The "Value
of  Unexercised  In-the-Money  Options  at  Fiscal  Year End" is the value as of
December 31, 2001, in each case as  determined  by the Board of Directors,  less
the exercise  price.  All options  were granted  under either the Series F Stock
Plan or the Common Stock Plan as indicated.

<TABLE>
<CAPTION>
                                     Number of Securities                   Value of Unexercised
                               Underlying Unexercised Options at          In-the-Money Options at
                                      Fiscal Year End (#)                   Fiscal Year End ($)
                                      -------------------                   -------------------
Name                          Exercisable         Unexercisable       Exercisable     Unexercisable
----                          -----------         -------------       -----------     -------------
<S>                             <C>                   <C>                  <C>              <C>
Robert J. Warshaw               195,000(1)            1,755,000            -0-              -0-
                                390,000(2)              360,000            -0-              -0-

Neil G. Cohen                    18,500(1)              166,500            -0-              -0-
                                 30,000(2)               45,000            -0-              -0-

David C. Johnson, Jr.             2,500(1)               22,500            -0-              -0-

Gary B. Meshell                      -0-                    -0-            -0-              -0-

Trevor B. Price                  27,739(1)              249,659            -0-              -0-
                                     -0-(2)            525,000             -0-              -0-
</TABLE>

(1)    Options to purchase shares of Series F Stock.

(2)    Options to purchase Common Stock.

Repricing Discussion

     On  September  19, 2000,  the  Company's  Board of  Directors  authorized a
repricing of options on Common Stock.  The repricing  reduced the exercise price
of all  outstanding  options  on Common  Stock  that had been  granted  to those
employees, officers, and directors who remained with the Company after that date
from exercise prices ranging from $1.50-$14.00 per share to $0.50 per share.

     The options on Common Stock were intended to provide  incentives for option
holders to continue as employees,  officers,  and directors of the Company based
on the potential for  appreciation  of the stock price of the Company to a level
in  excess  of the  exercise  price  of the  options.  The  Board  of  Directors
determined  that the fair market  value as of  September  19, 2000 of a share of
Common Stock of the Company was $0.50 per share,  which was significantly  below
the prices at which options on Common Stock had  originally  been  granted.  The
Board of  Directors  further  determined  that the fair market  value caused the
stock  options to lose much of their  intended  motivating  effect on employees,
officers,  and  directors.  The repricing was intended to reinstate the original
intent of the options on Common Stock.

     Options to purchase  500,000 shares of Common Stock at an exercise price of
$12.00 per share and options to purchase  250,000  shares of Common  Stock at an
exercise  price of $10.00  per share held by Mr.  Warshaw  were  repriced  to an
exercise  price of $0.50  per share  and have  remaining  terms of 2 years and 3
years, respectively.


                                      -5-
<PAGE>


Management Contracts

     On August 16, 2001,  OptiMark entered into a written  employment  agreement
with Robert J.  Warshaw  that  replaced  an earlier  oral  agreement  reached on
September  19,  2000.  Under the terms of the  written  agreement,  Mr.  Warshaw
retained the position of Chief Executive Officer of the Company, received a base
salary of $250,000  per year,  and was granted a bonus in the amount of not less
than $200,000,  subject to increase at the discretion of the Board of Directors,
which is to be paid bi-monthly through August, 2002. In addition, the employment
agreement  provided Mr. Warshaw with the right to receive  1,950,000  options to
purchase  Series F Stock as of the date  options to purchase  Series F Stock are
granted to senior  executives of the Company.  Mr. Warshaw also received a right
to borrow a  principal  amount of $150,000  from  OptiMark of which he has drawn
$150,000. Interest on the principal amount of the loan accrued at the applicable
federal rate, as defined in Section 1274 of the Internal Revenue Code, per annum
from the date the loan was drawn  and will be due in full,  along  with  accrued
interest, on the termination of Mr. Warshaw's employment with OptiMark for cause
(as defined in the employment agreement).  Under the terms of the agreement, the
Company has forgiven the loan, and all accrued interest  thereon,  as of January
31,  2002.  On October 12,  2001,  Mr.  Warshaw  borrowed a principal  amount of
$90,000 from OptiMark,  Inc. Under the terms and conditions of a promissory note
executed by Mr. Warshaw  governing this loan,  interest on the principal  amount
accrued  at 6% per  annum  from the date of the loan and was due in full,  along
with accrued  interest on December 31, 2001. In 2002, Mr. Warshaw executed first
and second amended and restated  promissory  notes,  which set the due dates for
repayment to February 28 and March 31, 2002,  respectively.  Mr.  Warshaw repaid
the principal and interest of this loan in March 2002.

     On June 19, 2001, OptiMark,  Inc. entered into an employment agreement with
Neil G.  Cohen.  Under  the  terms of the  agreement,  Mr.  Cohen  serves  as an
executive vice president and general  counsel of OptiMark,  Inc. and the general
counsel and corporate secretary of OptiMark Holdings, Inc. Mr. Cohen receives an
annual salary of $200,000.  In addition,  the employment  agreement provided Mr.
Cohen with the right to receive a certain  percentage  of options  under  option
plans  adopted by OptiMark  subsequent  to the entering  into of the  employment
agreement.

     On April 9, 2001, OptiMark,  Inc. entered into an employment agreement with
Trevor B.  Price.  Under  the terms of the  agreement,  Mr.  Price  serves as an
executive vice president of product strategy at an annual salary of $175,000. In
addition,  the employment agreement provided Mr. Price with the right to receive
a certain  percentage of options under option plans  existing as of the date Mr.
Price and OptiMark entered into the employment  agreement and under future plans
adopted by OptiMark.

     On April 17, 2001, OptiMark, Inc. entered into an employment agreement with
Gary B. Meshell.  Under the terms of the  agreement,  Mr.  Meshell  served as an
executive  vice  president of sales,  marketing and business  development  at an
annual salary of $225,000 and received a $50,000 bonus,  which was to be paid to
him in equal  monthly  installments  over a  twelve-month  period.  Mr.  Meshell
received bonus payments  totaling $37,500 through his resignation from OptiMark,
Inc. in January 2002. Under the agreement, Mr. Meshell was to receive options to
acquire a certain  percentage of options  under option plans  existing as of the
date Mr. Meshell and OptiMark  entered into the  employment  agreement and under
future plans adopted by OptiMark. However, these options were not granted to him
because he did not execute the required  paperwork prior to his resignation.  In
connection with Mr. Meshell's resignation,  he and OptiMark, Inc. entered into a
separation  agreement.  Under the terms of the separation  agreement,  OptiMark,
Inc.  paid to Mr.  Meshell  an amount  equal to  $22,500 in return for a general
release and other  consideration.  On January 16, 2002,  OptiMark,  Inc. entered
into an  employment  agreement  with  James  S.  Pak.  Under  the  terms  of the
agreement,  Mr. Pak serves as executive vice president of strategic  development
at an annual  salary of $175,000.  Mr. Pak received  options to acquire  277,398
shares of Series F Preferred  Stock,  exercisable  with respect to not less than
69,349 shares each year for four years.


                                      -6-

<PAGE>


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The following tables sets forth, as of April 29, 2002, certain  information
regarding the  beneficial  ownership of the Common  Stock,  Series A Convertible
Participating  Preferred  Stock,  $.01 par value  ("Series A  Stock"),  Series B
Convertible  Participating  Preferred Stock,  $.01 par value ("Series B Stock"),
Series C Convertible Preferred Stock, $.01 par value ("Series C Stock"),  Series
D  Convertible  Preferred  Stock,  $.01 par value  ("Series D Stock"),  Series E
Cumulative  Preferred  Stock,  $.01 par value  ("Series E Stock"),  and Series G
Preferred Stock, $.01 par value (the "Series G Stock",  and together with Series
A Stock,  Series B Stock,  Series C Stock,  Series D Stock,  Series E Stock  and
Series F Stock, the "Preferred Stock" ) for (i) each of the Company's  executive
officers named in the Executive Summary Compensation Table in Item 11; (ii) each
current  Director of the Company;  (iii) each person who is known to the Company
to own beneficially  more than 5% of the voting securities of the Company of any
class; and (iv) all executive  officers and Directors of the Company as a group.
Such  information is based, in part,  upon the  information  provided by certain
shareholders  of the  Company.  In the  case of  persons  other  than  executive
officers and Directors of the Company,  such  information  is based solely on an
internal review of the Company's  files,  the filings made by such  shareholders
pursuant  to the  Exchange  Act and  information  received  from  the  Company's
transfer agent.

    Except as indicated in the  footnotes to these  tables,  all persons  listed
have sole  voting  and  investment  power for all shares  shown as  beneficially
owned.  With respect to each series of  Preferred  Stock,  only those  executive
officers and Directors who  beneficially  own shares of that series are named in
the tables. Unless otherwise indicated,  the address of each person named in the
following tables is c/o OptiMark Holdings,  Inc., 10 Exchange Place, 24th Floor,
Jersey City, New Jersey 07302.

COMMON STOCK

                                             Number of
Name and Address of Beneficial Owners        Shares              Percent
-------------------------------------        ------              -------

The Nasdaq Stock Market, Inc.                11,250,000  (1)       25.6
Ronald D. Fisher                              8,270,000  (2)       20.2
SOFTBANK Affiliates                           8,250,000  (2)       20.2
William A. Lupien                             5,624,914  (3)       17.2
Dow Jones & Company, Inc.                     5,459,592  (4)       15.3
Richard W. Jones                              4,767,427  (5)       14.6
American Century Companies, Inc.              2,800,000  (6)        8.4
Virginia Surety Company, Inc.                 2,500,000  (7)        7.1
Robert J. Warshaw                               390,000  (8)        1.2
Phillip J. Riese                                200,000  (9)          *
Trevor B. Price                                 105,000 (10)          *
Neil G. Cohen                                    30,000 (11)          *


All current directors and executive officers
as a group (7 persons)                       14,619,914 (12)       35.1

-------

*   Less than one percent

(1)  Represents  shares  of  Common  Stock  issuable  on  exercise  of  warrants
     exercisable  within 60 days of April 29,  2002.  The  address of The Nasdaq
     Stock Market, Inc. is 1735 K Street, N.W., Washington, D.C. 20006.


                                      -7-
<PAGE>



(2)  Represents  4,101,264,  4,030,761,  and  117,975  shares  of  Common  Stock
     issuable  currently on  conversion  of  4,101,264,  4,030,761,  and 117,975
     shares of Series C Stock held by SOFTBANK Capital Partners L.P.  ("SOFTBANK
     Partners"), SOFTBANK Capital L.P. ("SOFTBANK Capital") and SOFTBANK Capital
     Advisors Fund L.P. ("SOFTBANK Advisors"),  respectively. SOFTBANK Partners,
     SOFTBANK Capital and SOFTBANK Advisors are referred to collectively  herein
     as the "Softbank  Affiliates."  In addition,  Mr.  Fisher's amount includes
     20,000  shares of Common  Stock which could be  acquired  upon  exercise of
     options  within  60 days of April  29,  2002  held by him.  Mr.  Fisher,  a
     Director of the Company,  is a managing  director of the general partner of
     each of the SOFTBANK Affiliates.  Mr. Fisher disclaims beneficial ownership
     of these  shares,  except to the  extent  of his  pecuniary  interest.  The
     address of the SOFTBANK Affiliates is 1188 Centre Street, Newton Center, MA
     02459.

(3)  Includes  4,725,676  shares  held  jointly by Mr.  Lupien  and his  spouse,
     792,400  shares held by a family  partnership  controlled by Mr. Lupien and
     52,419 shares held by Mr. Lupien's spouse. Mr. Lupien disclaims  beneficial
     ownership of the shares held by his spouse.

(4)  Includes  3,157,028 shares of Common Stock issuable currently on conversion
     of 789,257  shares of Series A Stock.  The  address of Dow Jones & Company,
     Inc. is 200 Liberty Street, New York, NY 10281.

(5)  Includes 3,772,047 shares held by a trust of which Mr. Jones is the trustee
     and 90,004 shares held in an IRA of which Mr. Jones is the beneficiary. Mr.
     Jones'  term as a Director  of the  Company  expired on May 21,  2001.  The
     address of Mr. Jones is 442 S. Marengo Avenue, Pasadena, CA 91101.

(6)  Includes 740,000 shares of Common Stock issuable currently on conversion of
     740,000 shares of non-voting  Common Stock. The address of American Century
     Companies, Inc. is 4500 Main Street, Kansas City, MO 64141.

(7)  Represents   2,000,000  shares  of  Common  Stock  issuable   currently  on
     conversion  of  2,000,000  shares of Series B Stock and  500,000  shares of
     Common Stock issuable on exercise of a warrant  exercisable  within 60 days
     of April 29,  2002.  The address of Virginia  Surety  Company,  Inc. is 123
     North Wacker Drive, 29th Floor, Chicago, IL 60606.

(8)  Represents  390,000  shares of Common Stock issuable on exercise of options
     exercisable within 60 days of April 29, 2002.

(9)  Mr. Riese resigned as Chief  Executive  Officer of the Company in September
     2000. Mr. Riese  currently is a Director of the Company but is not standing
     for re-election.

(10) Represents  105,000  shares of Common Stock issuable on exercise of options
     exercisable within 60 days of April 29, 2002.

(11) Represents  30,000  shares of Common Stock  issuable on exercise of options
     exercisable within 60 days of April 29, 2002.

(12) Includes  545,000  shares of Common Stock issuable upon exercise of options
     exercisable within 60 days of April 29, 2002.

SERIES A CONVERTIBLE PARTICIPATING PREFERRED STOCK

                                                  Number of
Name and Address of Beneficial Owners              Shares              Percent
-------------------------------------              ------              -------

Alice L. Walton                                    136,426(1)           14.7
Dow Jones & Company, Inc.                          789,257              85.3



                                      -8-
<PAGE>


----------

(1)  Represents  shares held by Alice L. Walton,  whose address is 10587 Highway
     281, South Mineral Wells, TX 76067.

SERIES B CONVERTIBLE PARTICIPATING PREFERRED STOCK

                                                 Number of
                                                 ---------
Name and Address of Beneficial Owners              Shares             Percent
-------------------------------------              ------             -------

Virginia Surety Company, Inc.                    2,000,000              18.2
Merrill Lynch affiliates                         1,500,000(1)           13.6
PaineWebber Capital, Inc.                        1,060,000(2)            9.6
Credit Suisse First Boston                       1,000,000(3)            9.1
The Goldman Sachs Group, Inc.                    1,000,000(4)            9.1
CIBC Wood Gundy Capital Corp.                      850,000(5)            7.7
Nihon Keizai Shimbun, Inc.                         800,000(6)            7.3

----------
(1)  Represents  750,000 shares held by ML IBK Positions,  Inc.,  562,500 shares
     held by Merrill Lynch KECALP L.P.  1997 and 187,500  shares held by Merrill
     Lynch KEKALP  International  L.P.  1997.  The address of the Merrill  Lynch
     entities is 250 Vesey Street, 5th Floor, New York, NY 10281.

(2)  The address of PaineWebber  Capital,  Inc., is 1285 Avenue of the Americas,
     14th Floor, New York, NY 10019.

(3)  The address of Credit Suisse First Boston is c/o OptiMark  Investors,  Inc.
     11 Madison Avenue, 3rd Floor, New York, NY 10004.

(4)  The address of The Goldman  Sachs  Group,  Inc.  is 85 Broad  Street,  12th
     Floor, New York, NY 10004.

(5)  The address of CIBC Wood Gundy Capital Corp. is 425 Lexington  Avenue,  9th
     Floor, New York, NY 10017.

(6)  The  address of Nihon  Keizai  Shimbun,  Inc.  is 9-5,  Ohtemachi  1-chome,
     Chiyoda-ku Tokyo 100- 0004, Japan.

SERIES C CONVERTIBLE PREFERRED STOCK

                                               Number of
Name and Address of Beneficial Owners           Shares             Percent
-------------------------------------           ------             -------

SOFTBANK Affiliates                           8,250,000(1)           100
Ronald D. Fisher                              8,250,000(1)           100
All directors and executive officers
as a group (1 person)                         8,250,000              100

----------

(1)  Represents  4,101,264,  4,030,761,  and  117,975  shares  held by  SOFTBANK
     Partners, SOFTBANK Capital and SOFTBANK Advisors,  respectively. Each share
     of  Series C Stock is  convertible  into one  share of  Common  Stock.  Mr.
     Fisher,  a Director of the Company,  is a managing  director of the general
     partner  of  each  of  these  SOFTBANK  Affiliates.  Mr.  Fisher  disclaims
     beneficial ownership of these shares, except to the extent of his pecuniary
     interest.


                                      -9-
<PAGE>



SERIES D CONVERTIBLE PREFERRED STOCK

                                              Number of
                                              ---------
 Name and Address of Beneficial Owners          Shares             Percent
 -------------------------------------          ------             -------

 BancBoston Capital                            250,000 (1)           100

----------

(1)  Represents  shares held by BancBoston  Capital  Inc.,  whose address is 175
     Federal Street, Boston, MA 02110.

SERIES E CUMULATIVE PREFERRED STOCK

                                              Number of
                                              ---------
 Name and Address of Beneficial Owners          Shares            Percent
 -------------------------------------          ------            -------

 SOFTBANK  Affiliates                          973,333(1)           99.0
 Ronald D. Fisher                              973,333(1)           99.0

 All directors and executive officers
 as a group (1 person)                         983,333             100.0
----------

(1)  Represents 486,647 shares held by SOFTBANK Partners, 478,286 shares held by
     SOFTBANK  Capital and 8,400  shares held by  SOFTBANK  Advisors.  Ronald D.
     Fisher,  a Director of the Company,  is a managing  director of the general
     partner of each of the SOFTBANK Affiliates. Mr. Fisher disclaims beneficial
     ownership of these shares, except to the extent of his pecuniary interest.



SERIES G PREFERRED STOCK

                                              Number of
                                              ---------
 Name and Address of Beneficial Owners          Shares            Percent
 -------------------------------------          ------            -------

 Transamerica Technology Finance Co.           249,330(1)          83.1
 Linc Equipment Receivables Trust 1999-1        20,820(2)           6.9
 Diamond Lease (U.S.A.), Inc.                   17,040(3)           5.7
----------

(1)  Represents  shares  held by  Transamerica  Technology  Finance  Co.,  whose
     address is 76 Batterson Park Road, Farmington, CT 06032.

(2)  Represents shares held by Linc Equipment  Receivables  Trust 1999-1,  whose
     address is c/o Cash Recovery LLC, 180 N. LaSalle #3120, Chicago, IL 60601.

(3)  Represents  shares held by Diamond Lease (U.S.A.),  Inc.,  whose address is
     350 5th Ave., Empire State Building, Suite 616, New York, NY 10118.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On June 29,  2001,  OptiMark  and the  SOFTBANK  Affiliates  entered into a
Preferred Stock Purchase  Agreement  whereby the SOFTBANK  Affiliates  agreed to
purchase up to an aggregate of 1,000,000  shares of Series E Stock at a price of
$15.00 per share (as  amended on August 16,  2001 and  November  16,  2001,  the
"Series E Preferred  Stock  Purchase  Agreement").  The  purchase of shares took
place at approximately  one-month intervals from June 2001 through January 2002.
The SOFTBANK Affiliates purchased approximately 973,333 shares of Series E Stock
for an aggregate amount of approximately $14,600,000.


                                      -10-
<PAGE>


     On  December  28,  2001,  OptiMark  Innovations  Inc.  ("Innovations")  was
incorporated in Delaware.  The issued and outstanding shares of capital stock of
Innovations  is currently held by OptiMark,  Inc., a wholly-owned  subsidiary of
the Company, and the SOFTBANK Affiliates.

     OptiMark,  Inc. received 200 shares of Innovations  common stock, par value
$.01 per share (the "Innovations  Common Stock"), in exchange for a cash payment
of $500,000 and 2,000 shares of Innovations  preferred stock, par value $.01 per
share (the  "Innovations  Preferred  Stock") in  exchange  for the  transfer  to
Innovations  of certain  intangible  assets  consisting  of  software,  a patent
application and other assets relating to a securities  trading  technology which
is under  development  (the  "Assets").  The  stated  value  of the  Innovations
Preferred  Stock was the result of the  evaluation  by the board of directors of
Innovations  of the  value  of the  Assets  based,  in  part,  upon  preliminary
discussions with independent  parties  regarding a $10,000,000  investment for a
one-third interest in Innovations.  The SOFTBANK  Affiliates received 100 shares
of  Innovations   Common  Stock  (the  "SOFTBANK  Shares")  for  $250,000  cash.
Simultaneously, the SOFTBANK Affiliates' remaining obligation to purchase shares
of  Series E Stock  from  OptiMark  pursuant  to the  Series E  Preferred  Stock
Purchase Agreement was reduced by $250,000.  Upon completion of the transaction,
Innovations' aggregate assets consisted of the Assets and $750,000 in cash.

     The  Company  and the  SOFTBANK  Affiliates  agreed to certain put and call
rights applicable to the SOFTBANK Shares as follows:

         First Call Right of the Company on SOFTBANK Shares

     The Independent  Committee (the  "Independent  Committee") of the Company's
Board of Directors  (the "Board") has the right  commencing  October 1, 2002 and
exercisable until September 30, 2003, to recommend to the Board that the Company
purchase all, but not less than all, of the SOFTBANK Shares for $125,000 in cash
and 16,667 shares of Series E Stock.  If the Board accepts such  recommendation,
the SOFTBANK  Affiliates would be obligated to sell the SOFTBANK Shares for that
consideration.

         Liquidity Event Discretionary Call of the Company on SOFTBANK Shares

     Upon the  occurrence  of a  Liquidity  Event  (defined  below) on or before
September  30, 2003,  the  SOFTBANK  Shares will be purchased by the Company for
$125,000 in cash and 16,667 shares of Series E Stock. A "Liquidity  Event" means
any of the following:  (i) Innovations' sale, conveyance or other disposition of
all or substantially  all of its assets;  (ii) the acquisition of Innovations by
another entity by means of merger or consolidation  resulting in the exchange of
the  outstanding  shares of Innovations  for  securities or other  consideration
issued, or caused to be issued, by the acquiring entity or its subsidiary,


                                      -11-
<PAGE>


unless the stockholders of Innovations  immediately prior to the consummation of
such  transaction  hold  at  least  50% of the  voting  power  of the  surviving
corporation  as  a  result  of  such  transaction;  (iii)  the  consummation  by
Innovations  of a transaction or series of related  transactions,  including the
issuance  or sale of  voting  securities,  if the  stockholders  of  Innovations
immediately  prior  to  such  transaction  (or,  in  the  case  of a  series  of
transactions,  the first of such  transactions) hold less than 50% of the voting
power of Innovations immediately after the consummation of such transaction (or,
in the case of a series of transactions, the last of such transactions); or (iv)
any  initial   underwritten   public  offering  of  Innovations   Common  Stock.
Notwithstanding the foregoing, the Company will not exercise this call option in
the  event  that the  Independent  Committee  recommends  that the  Company  not
purchase the SOFTBANK Shares.

     Mandatory Call of the Company on SOFTBANK Shares

     In the event that: (i) the call rights of the Company  described above have
not been  exercised  on or  before  September  30,  2003,  (ii) the  Independent
Committee no longer exists and (iii) no independent directors serve on the Board
and, after reasonable good faith efforts by the remaining  members of the Board,
no  independent  persons  qualified to serve on the Board have been found or, if
found,  are not  willing  to serve on the Board,  then the Board will  engage an
independent  investment  banking,  accounting or third party  valuation  firm to
evaluate  whether  or not it is in the best  interests  of the  Company  that it
purchase the SOFTBANK  Shares.  If such third party determines it is in the best
interests of the Company to purchase the  SOFTBANK  Shares,  the Company will be
obligated to purchase such shares on or before December 31, 2003 for $125,000 in
cash and 16,667 shares of Series E Stock.

         First Put Right to the Company of SOFTBANK Shares

     SOFTBANK has the right,  commencing on October 1, 2002 and continuing until
September 30, 2003, to put all, but not less than all, of the SOFTBANK Shares to
the Company in exchange for 16,667 shares of Series E Stock.

         Second Put Right to the Company of SOFTBANK Shares

In the event that no put of, or call on, the SOFTBANK  Shares has been exercised
by October 31, 2003,  then  commencing on November 1, 2003 and continuing  until
November 30, 2003, the SOFTBANK Affiliates have the right to require the Company
to purchase all, but not less than all, of the SOFTBANK Shares for 16,667 shares
of Series E Stock.






                                      -12-
<PAGE>



                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                            OPTIMARK HOLDINGS, INC.



                                            By /s/ Neil G. Cohen
                                              -------------------------------
                                              Name:  Neil G. Cohen
                                              Title: Secretary









Dated April 30, 2002







                                      -13-