EXHIBIT 3.1(f)

                            CERTIFICATE OF AMENDMENT

                                       OF

                        THE CERTIFICATE OF INCORPORATION

                                       OF

                        THE ASHTON TECHNOLOGY GROUP, INC.

              -----------------------------------------------------
                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware

              -----------------------------------------------------

         The Ashton Technology Group, Inc., a Delaware corporation (the
"Corporation"), does hereby certify as follows:

1. The Certificate of Incorporation of the Corporation was filed in the office
of the Secretary of State of Delaware on February 16, 1994 and amendments to the
Certificate of Incorporation were subsequently duly filed and recorded (the
Certificate of Incorporation, together with such amendments, shall be
hereinafter referred to as the "Certificate of Incorporation").

2. The first paragraph of ARTICLE FOURTH of the Certificate of Incorporation is
hereby amended to read as follows:

     "FOURTH: The total number of all classes of stock which the Corporation
     shall be authorized to issue shall be 1,003,000,000, of which
     1,000,000,000 shall be common stock, having a par value of $0.01 per
     share, and of which 3,000,000 shares shall be preferred stock having a
     par value of $0.01 per share.

3. The Certificate of Incorporation is hereby amended to include new ARTICLE
EIGHT, which shall read as follows:

     EIGHTH:

                  Section 1. In anticipation of the possibility (i)
         that the Corporation will be a majority-owned subsidiary of
         Innovations and that Holdings may be a majority or significant
         stockholder of the Corporation, (ii) that the officers and/or
         directors of the Corporation may also serve as officers and/or
         directors of OptiMark, (iii) that the Corporation and OptiMark
         may engage in the same or similar activities or lines of
         business and have an interest in the same classes or
         categories of corporate opportunities, and (iv) in recognition
         of the benefits to be derived by the Corporation through its
         continued contractual, corporate and business relations with
         Innovations (including possible service of officers and/or
         directors of OptiMark as officers and directors of the
         Corporation), the provisions of this



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         Article are set forth to regulate and shall, to the fullest
         extent permitted by law, define the conduct of the Corporation
         with respect to certain classes or categories of business
         opportunities that are presented to the Corporation as they may
         involve OptiMark and its officers and directors, and the
         powers, rights, duties and liabilities of the Corporation and
         its officers, directors and stockholders in connection
         therewith.

                  Section 2. Except as may be otherwise provided in a
         written agreement between the Corporation and OptiMark,
         OptiMark shall have no duty to refrain from engaging in a
         corporate opportunity in the same or similar activities or
         lines of business as the Corporation (and all corporations,
         partnerships, joint ventures, associations and other entities
         in which the Corporation beneficially owns directly or
         indirectly 50 percent or more of the outstanding voting stock,
         voting power, partnership interests or similar voting
         interests) engages in or proposes to engage in at the time of
         the initial public offering of the Corporation's Common Stock
         (and the Corporation hereby renounces any interest or
         expectancy, or in being offered any opportunity to participate
         in such business opportunities as may arise in which both the
         Corporation and OptiMark may have an interest), and, to the
         fullest extent permitted by law, neither OptiMark nor any of
         their respective officers or directors (except as provided in
         Section 3 of this Article EIGHTH) shall be liable to the
         Corporation or its stockholders for breach of any fiduciary
         duty by reason of any such activities of OptiMark. In the event
         that OptiMark acquires knowledge of a potential transaction or
         matter which may be a corporate opportunity for both OptiMark
         and the Corporation, OptiMark shall, to the fullest extent
         permitted by law, have no duty to communicate or offer such
         corporate opportunity to the Corporation and shall, to the
         fullest extent permitted by law, not be liable to the
         Corporation or its stockholders for breach of any fiduciary
         duty as a stockholder of the Corporation by reason of the fact
         that OptiMark pursues or acquires such corporate opportunity
         for itself, directs such corporate opportunity to another
         person, or does not communicate information regarding such
         corporate opportunity to the Corporation.

                  Section 3. In the event that a director or officer of
         the Corporation who is also a director or officer of OptiMark
         acquires knowledge of a potential transaction or matter which
         may be a corporate opportunity (as referenced above in Section
         2) for both the Corporation and OptiMark, such director or
         officer of the Corporation shall, to the fullest extent
         permitted by law, have fully satisfied and fulfilled the
         fiduciary duty of such director or officer to the Corporation
         and its stockholders with respect to such corporate
         opportunity, if such director or officer acts in a manner
         consistent with the following policy:



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                      (a) a corporate opportunity (as referenced above
         in Section 2) offered to any person who is an officer of the
         Corporation, and who is also a director but not an officer of
         OptiMark, shall belong to the Corporation;

                      (b) a corporate opportunity (as referenced above
         in Section 2) offered to any person who is a director but not
         an officer of the Corporation, and who is also a director or
         officer of OptiMark shall belong to the Corporation if such
         opportunity is expressly offered to such person in his or her
         capacity as a director of the Corporation, and otherwise shall
         belong to OptiMark; and

                      (c) a corporate opportunity (as referenced above
         in Section 2) offered to any person who is an officer of both
         the Corporation and OptiMark shall belong to the Corporation if
         such opportunity is expressly offered to such person in his or
         her capacity as an officer of the Corporation and otherwise
         shall belong to OptiMark.

                  Section 4. Any person purchasing or otherwise
         acquiring any interest in shares of the capital stock of the
         Corporation shall be deemed to have notice of and to have
         consented to the provisions of this Article EIGHTH.

                  Section 5. For purposes of this Article EIGHTH only:

                      (a) A director of the Corporation who is Chairman
         of the Board or of a committee thereof shall not be deemed to
         be an officer of the Corporation by reason of holding such
         position (without regard to whether such position is deemed an
         office of the Corporation under the By-Laws (as amended from
         time to time, the "By-Laws") of the Corporation), unless such
         person is a full-time employee of the Corporation; and

                      (b) The term "Innovations" shall mean OptiMark
         Innovations Inc., a Delaware corporation (and any successor
         thereof) and all corporations, partnerships, joint ventures,
         associations and other entities (other than the Corporation)
         and all corporations, partnerships, joint ventures,
         associations and other entities in which the Corporation
         beneficially owns directly or indirectly 50 percent or more of
         the outstanding voting stock, voting power, partnership
         interests or similar voting interests)) in which Innovations
         beneficially owns (directly or indirectly) 50 percent or more
         of the outstanding voting stock, voting power, partnership
         interests or similar voting interests.

                      (c) The term "Holdings" shall mean OptiMark
         Holdings, Inc., a Delaware corporation (and any successor
         thereof) and all corporations, partnerships, joint ventures,
         associations and other entities (other than the Corporation)
         and


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         all corporations, partnerships, joint ventures, associations
         and other entities in which the Corporation beneficially owns
         directly or indirectly 50 percent or more of the outstanding
         voting stock, voting power, partnership interests or similar
         voting interests)) in which Innovations beneficially owns
         (directly or indirectly) 50 percent or more of the outstanding
         voting stock, voting power, partnership interests or similar
         voting interests.

                      (d) The term "OptiMark" shall mean Innovations and
         Holdings collectively or individually.

                  Section 6. Anything in this Certificate of
         Incorporation to the contrary notwithstanding, the foregoing
         provisions of this Article EIGHTH shall terminate, expire and
         have no further force and effect on the date that (i) OptiMark
         ceases to beneficially own shares of common stock representing
         at least 20 percent of the total voting power of all classes of
         outstanding capital stock of the Corporation entitled to vote
         in the election of directors and (ii) no person who is a
         director or officer of the Corporation is also a director or
         officer of OptiMark. Neither the alteration, amendment,
         termination, expiration or repeal of this Article EIGHTH nor
         the adoption of any provision of this Certificate of
         Incorporation inconsistent with this Article EIGHTH shall
         eliminate or reduce the effect of this Article EIGHTH in
         respect of any matter occurring, or any cause of action, suit
         or claim that, but for this Article EIGHTH, would accrue or
         arise, prior to such alteration, amendment, termination,
         expiration, repeal or adoption.

4. The aforesaid amendments were duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this certificate signed by its Chief Executive Officer and
attested by its Secretary this 18th day of April 2002.

                                           THE ASHTON TECHNOLOGY GROUP, INC.


                                           By:  /S/ Fredric W. Rittereiser
                                                --------------------------------
                                           Name:    Frederic W. Rittereiser
                                           Title: Chief Executive Officer






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