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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2003

Commission File Number 0-26225

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SOUNDVIEW TECHNOLOGY GROUP, INC.(Exact Name of Registrant as Specified in Its Charter)

|DELAWARE(State or Other Jurisdiction of
Incorporation or Organization)           |  | 13-3900397(I.R.S. Employer Identification Number)
|-------------------------------------------------------------------------------- |  | -------------------------------------------------
|1700 E. Putnam Avenue, Old Greenwich, CT(Address of Principal Executive Offices) |  | 06870(Zip Code)                                  
|(203) 321-7000(Registrant's Telephone Number, including Area Code)              

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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 twelve months, and (2) has been subject to such filing requirements for the past ninety
days: Yes ý    No o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act): Yes ý    No o

As
of November 7, 2003, there were 20,727,992 shares of the Registrant's common stock outstanding.

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SOUNDVIEW TECHNOLOGY GROUP, INC.  QUARTERLY REPORT ON FORM 10-Q  TABLE OF CONTENTS

|PART IFinancial Information
|----------------------------
|Item 1.                     
|                            
|                            
|                            
|                            
|Item 2.                     
|Item 3.                     
|Item 4.                     
|PART IIOther Information   
|Item 1.                     
|Item 2.                     
|Item 3.                     
|Item 4.                     
|Item 5.                     
|Item 6.                     
|Signatures                  

2

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PART I

Item 1Consolidated Financial Statements

SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION  SEPTEMBER 30, 2003 AND DECEMBER 31, 2002

|                                                                                                                                                                                                                        |                                                                                                                                                                | September 30, 2003                         |            | December 31, 2002 |            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ---------- | ----------------- | -----------
|
|ASSETS                                                                                                                                                                                                                  |                                                                                                                                                                |                                            |            |                   |            
|CASH AND CASH EQUIVALENTS                                                                                                                                                                                               |                                                                                                                                                                | $                                          | 48,845,132 |                   | $          
|OTHER SHORT TERM INVESTMENTS                                                                                                                                                                                            |                                                                                                                                                                |                                            | 81,103,623 |                   |            
|RECEIVABLE FROM CLEARING BROKER                                                                                                                                                                                         |                                                                                                                                                                |                                            | 7,193,875  |                   |            
|SECURITIES OWNED, at market or fair value                                                                                                                                                                               |                                                                                                                                                                |                                            | 4,667,027  |                   |            
|INVESTMENT BANKING FEES RECEIVABLE                                                                                                                                                                                      |                                                                                                                                                                |                                            | 3,860,103  |                   |            
|INVESTMENTS                                                                                                                                                                                                             |                                                                                                                                                                |                                            | 15,859,029 |                   |            
|INTANGIBLE ASSETS, net of accumulated amortization of $17,844,257 and $14,788,010 at September 30, 2003 and December 31, 2002, respectively                                                                             |                                                                                                                                                                |                                            |            |                   |            
|                                                                                                                                                                                                                        | Goodwill                                                                                                                                                       |                                            |            | 17,386,576        |            
|                                                                                                                                                                                                                        | Institutional Client Relationships                                                                                                                             |                                            |            | 50,258,344        |            
|                                                                                                                                                                                                                        | Other                                                                                                                                                          |                                            |            | 2,170,002         |            
|FURNITURE, EQUIPMENT, LEASEHOLD IMPROVEMENTS, COMPUTER SOFTWARE AND LICENSES, net of accumulated depreciation and amortization of $20,844,574 and $17,457,022 at September 30, 2003 and December 31, 2002,
respectively |                                                                                                                                                                |                                            | 10,235,052 |                   |            
|PREPAID EXPENSES                                                                                                                                                                                                        |                                                                                                                                                                |                                            | 2,985,844  |                   |            
|DEFERRED TAX AND OTHER ASSETS, NET                                                                                                                                                                                      |                                                                                                                                                                |                                            | 7,940,374  |                   |            
|                                                                                                                                                                                                                        |                                                                                                                                                                |                                            |            |                   |            
|                                                                                                                                                                                                                        | Total assets                                                                                                                                                   |                                            | $          | 252,504,981       |            
|                                                                                                                                                                                                                        |                                                                                                                                                                |                                            |            |                   |            
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                                    |                                                                                                                                                                |                                            |            |                   |            
|LIABILITIES:                                                                                                                                                                                                            |                                                                                                                                                                |                                            |            |                   |            
|                                                                                                                                                                                                                        | Securities sold but not yet purchased, at market value                                                                                                         |                                            | $          | 285,791           |            
|                                                                                                                                                                                                                        | Accounts payable and accrued expenses                                                                                                                          |                                            |            | 4,158,749         |            
|                                                                                                                                                                                                                        | Accrued compensation                                                                                                                                           |                                            |            | 19,560,667        |            
|                                                                                                                                                                                                                        | Reserve for lease loss                                                                                                                                         |                                            |            | 16,296,079        |            
|                                                                                                                                                                                                                        | Other liabilities                                                                                                                                              |                                            |            | 8,484,497         |            
|                                                                                                                                                                                                                        |                                                                                                                                                                |                                            |            |                   |            
|                                                                                                                                                                                                                        |                                                                                                                                                                | Total liabilities                          |            |                   | 48,785,783 
|                                                                                                                                                                                                                        |                                                                                                                                                                |                                            |            |                   |            
|STOCKHOLDERS' EQUITY:                                                                                                                                                                                                   |                                                                                                                                                                |                                            |            |                   |            
|                                                                                                                                                                                                                        | Preferred Stock, $.001 par value, 30,000,000 shares authorized, no shares outstanding at September 30, 2003 and December 31, 2002                              |                                            |            |                  |            
|                                                                                                                                                                                                                        | Common Stock, $.01 par value, 500,000,000 shares authorized, 25,404,800 and 26,631,926 shares issued at September 30, 2003 and December 31, 2002, respectively |                                            |            | 254,048           |            
|                                                                                                                                                                                                                        | Common Stock, Class B, $.01 par value, 75,000,000 shares authorized, no shares outstanding at September 30, 2003 and December 31, 2002                         |                                            |            |                  |            
|                                                                                                                                                                                                                        | Additional paid-in capital                                                                                                                                     |                                            |            | 897,979,855       |            
|                                                                                                                                                                                                                        | Accumulated deficit                                                                                                                                            |                                            |            | (628,463,416      | )          
|                                                                                                                                                                                                                        | Notes receivable from stockholders                                                                                                                             |                                            |            | (5,750,451        | )          
|                                                                                                                                                                                                                        | Deferred compensation                                                                                                                                          |                                            |            | (13,254,134       | )          
|                                                                                                                                                                                                                        | Treasury Stock, at cost, 4,654,799 and 5,609,104 shares at September 30, 2003 and December 31, 2002, respectively                                              |                                            |            | (47,046,704       | )          
|                                                                                                                                                                                                                        |                                                                                                                                                                |                                            |            |                   |            
|                                                                                                                                                                                                                        |                                                                                                                                                                | Total stockholders' equity                 |            |                   | 203,719,198
|                                                                                                                                                                                                                        |                                                                                                                                                                |                                            |            |                   |            
|                                                                                                                                                                                                                        |                                                                                                                                                                | Total liabilities and stockholders' equity |            | $                 | 252,504,981
|                                                                                                                                                                                                                        |                                                                                                                                                                |                                            |            |                   |            

The accompanying notes are an integral part of these consolidated statements.

3

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SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

|                                                                                   |                                                | Three Months Ended September 30, |            | Nine Months Ended September 30, |           
|---------------------------------------------------------------------------------- | ---------------------------------------------- | -------------------------------- | ---------- | ------------------------------- | ----------
|
|
|REVENUES:                                                                          |                                                |                                  |            |                                 |           
|                                                                                   | Brokerage                                      |                                  | $          | 23,799,540                      |           
|                                                                                   | Investment banking                             |                                  |            | 4,738,803                       |           
|                                                                                   | Interest and investment income                 |                                  |            | 723,549                         |           
|                                                                                   | Asset management fees                          |                                  |            | 1,429,988                       |           
|                                                                                   | Loss on investments                            |                                  |            | (599,001                        | )         
|                                                                                   |                                                |                                  |            |                                 |           
|                                                                                   |                                                | Total revenues                   |            |                                 | 30,092,879
|                                                                                   |                                                |                                  |            |                                 |           
|EXPENSES:                                                                          |                                                |                                  |            |                                 |           
|                                                                                   | Compensation and benefits                      |                                  |            | 22,736,461                      |           
|                                                                                   | Brokerage and clearance                        |                                  |            | 3,214,754                       |           
|                                                                                   | Marketing and business development             |                                  |            | 1,332,035                       |           
|                                                                                   | Amortization of intangible assets and goodwill |                                  |            | 1,018,749                       |           
|                                                                                   | Impairment of goodwill and other intangibles   |                                  |            |                                |           
|                                                                                   | Professional services                          |                                  |            | 1,948,089                       |           
|                                                                                   | Communications and technology                  |                                  |            | 2,157,613                       |           
|                                                                                   | Depreciation and amortization                  |                                  |            | 1,118,854                       |           
|                                                                                   | Occupancy                                      |                                  |            | 1,742,296                       |           
|                                                                                   | Loss from consolidation of office space        |                                  |            |                                |           
|                                                                                   | Discontinuance of European operations          |                                  |            |                                |           
|                                                                                   | Other                                          |                                  |            | 875,440                         |           
|                                                                                   |                                                |                                  |            |                                 |           
|                                                                                   |                                                | Total expenses                   |            |                                 | 36,144,291
|                                                                                   |                                                |                                  |            |                                 |           
|Net loss before gain on strategic investment, income taxes and minority interest   |                                                |                                  | (6,051,412 | )                               |           
|Gain on strategic investment                                                       |                                                |                                  |           |                                 |           
|                                                                                   |                                                |                                  |            |                                 |           
|Net loss before income taxes and minority interest                                 |                                                |                                  | (6,051,412 | )                               |           
|Income tax (benefit) provision                                                     |                                                |                                  | (6,540,000 | )                               |           
|Minority interest in net loss of subsidiary                                        |                                                |                                  |           |                                 |           
|                                                                                   |                                                |                                  |            |                                 |           
|Net income (loss)                                                                  |                                                | $                                | 488,588    |                                 | $         
|                                                                                   |                                                |                                  |            |                                 |           
|Net income (loss) per share (A):                                                   |                                                |                                  |            |                                 |           
|                                                                                   | Basic                                          |                                  | $          | 0.03                            |           
|                                                                                   | Diluted                                        |                                  | $          | 0.03                            |           
|Weighted average shares used in the computation of net income (loss) per share(A): |                                                |                                  |            |                                 |           
|                                                                                   | Basic                                          |                                  |            | 18,134,026                      |           
|                                                                                   | Diluted                                        |                                  |            | 18,859,969                      |           

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The accompanying notes are an integral part of these consolidated statements.

4

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SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

|                                                  |                                                                                 | Nine Months Ended September 30,                           |                                      
|------------------------------------------------- | ------------------------------------------------------------------------------- | --------------------------------------------------------- | -------------------------------------
|
|
|CASH FLOWS FROM OPERATING ACTIVITIES:             |                                                                                 |                                                           |                                      
|                                                  | Net loss                                                                        |                                                           | $                                    
|                                                  | Adjustments to reconcile net loss to net cash used in operating activities     |                                                           |                                      
|                                                  |                                                                                 | Deferred tax expense                                      |                                      
|                                                  |                                                                                 | Depreciation and amortization                             |                                      
|                                                  |                                                                                 | Impairment of intangible assets                           |                                      
|                                                  |                                                                                 | Minority interest                                         |                                      
|                                                  |                                                                                 | Write-off of computer software and equipment              |                                      
|                                                  |                                                                                 | Loss from consolidation of office space                   |                                      
|                                                  |                                                                                 | Non-cash charges on discontinuance of European operations |                                      
|                                                  |                                                                                 | Loss on investments                                       |                                      
|                                                  |                                                                                 | Compensation expense on restricted stock awards           |                                      
|                                                  | (Increase) decrease in operating assets                                        |                                                           |                                      
|                                                  |                                                                                 | Other short term investments                              |                                      
|                                                  |                                                                                 | Receivable from clearing broker                           |                                      
|                                                  |                                                                                 | Securities owned                                          |                                      
|                                                  |                                                                                 | Investment banking fees receivable                        |                                      
|                                                  |                                                                                 | Investments                                               |                                      
|                                                  |                                                                                 | Prepaid expenses                                          |                                      
|                                                  |                                                                                 | Other assets                                              |                                      
|                                                  | Increase (decrease) in operating liabilities                                   |                                                           |                                      
|                                                  |                                                                                 | Securities sold but not yet purchased                     |                                      
|                                                  |                                                                                 | Accounts payable and accrued expenses                     |                                      
|                                                  |                                                                                 | Accrued compensation                                      |                                      
|                                                  |                                                                                 | Other liabilities                                         |                                      
|                                                  |                                                                                 |                                                           |                                      
|                                                  |                                                                                 |                                                           | Net cash used in operating activities
|                                                  |                                                                                 |                                                           |                                      
|CASH FLOWS FROM INVESTING ACTIVITIES:             |                                                                                 |                                                           |                                      
|                                                  | Investment in STGE                                                              |                                                           |                                      
|                                                  | Computer software purchased                                                     |                                                           |                                      
|                                                  | Reimbursements for purchases of furniture, equipment and leasehold improvements |                                                           |                                      
|                                                  |                                                                                 |                                                           |                                      
|                                                  |                                                                                 |                                                           | Net cash used in investing activities
|                                                  |                                                                                 |                                                           |                                      
|CASH FLOWS FROM FINANCING ACTIVITIES:             |                                                                                 |                                                           |                                      
|                                                  | Repayments of notes receivable from stockholders                                |                                                           |                                      
|                                                  | Repurchases of common stock                                                     |                                                           |                                      
|                                                  | Proceeds from issuance of common stock                                          |                                                           |                                      
|                                                  |                                                                                 |                                                           |                                      
|                                                  |                                                                                 | Net cash provided by (used in) financing activities       |                                      
|                                                  |                                                                                 |                                                           |                                      
|                                                  |                                                                                 | Net (decrease) increase in cash and cash equivalents      |                                      
|Cash and cash equivalents, beginning of period    |                                                                                 |                                                           | 72,863,574                           
|                                                  |                                                                                 |                                                           |                                      
|                                                  | Cash and cash equivalents, end of period                                        |                                                           | $                                    
|                                                  |                                                                                 |                                                           |                                      
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |                                                                                 |                                                           |                                      
|                                                  | Cash paid during the period for taxes                                           |                                                           | $                                    
|NON-CASH TRANSACTIONS:                            |                                                                                 |                                                           |                                      
|                                                  | Repurchase of common stock for receivables                                      |                                                           |                                      
|                                                  | Issuances of restricted stock to employees (net of forfeitures)                 |                                                           |                                      

The accompanying notes are an integral part of these consolidated statements.

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SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS        SEPTEMBER 30, 2003 AND 2002

1. ORGANIZATION AND BASIS OF PRESENTATION

SoundView Technology Group, Inc. (the "Company") was incorporated on March 27, 1996 and commenced operations in September 1997. The
accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries, SoundView Technology Corporation ("STC"), Wit Capital Corporation ("WCC"), SoundView
Technology Group PLC ("STGE"), SoundView Ventures Corp. ("SoundView Ventures") and certain limited partnerships managed by the Company (the "Employee Funds").

The
Company is a research driven securities firm focused on technology and other growth sectors that provides services to an institutional and issuer client base. The Company produces
comprehensive sell-side research on over 180 companies. The Company's brokerage operations provide a variety of sales and trading services to institutional investors. Investment banking
services provided by the Company include public underwriting, mergers and acquisitions and strategic services and private equity. Through the Company's venture capital operations, it has established
and currently manages a number of venture capital funds that provide investors with the opportunity to participate in technology and internet related investments.

STC
has an agreement with Bear Stearns & Co. ("Bear Stearns" or the "clearing broker"), pursuant to which Bear Stearns clears securities transactions, carries customers' accounts
on a fully disclosed basis, and performs record keeping functions for STC.

These
financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and, in the opinion of management, reflect all
adjustments necessary for a fair presentation of the results for the periods presented in conformity with accounting principles generally accepted in the United States. These financial statements
should be read in conjunction with the Company's audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002 and
filed with the SEC on March 21, 2003. Results of the interim periods are not necessarily indicative of results to be obtained for a full fiscal year.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing its financial statements are reasonable.
Actual results could differ from these estimates.

Reclassifications

Certain prior year balances have been reclassified to conform with the current year's presentation.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries STC, WCC, and SoundView Ventures, as well as its
majority-owned subsidiaries STGE and the Employee Funds. Material intercompany balances and transactions have been eliminated in

6

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consolidation.
The consolidation of the Employee Funds beginning in the three months ended September 30, 2003 resulted from the Company's review of consolidation rules in conjunction with its
review of all of its investments for compliance with FASB Interpretation No. 46,Consolidation of Variable Interest Entities("FIN 46"),
discussed later. The Company determined that, under current consolidation rules, because the Employee funds were established as a benefit for employees, and the Company is both the manager and the
largest limited partner of each of the four Employee Funds, the results of operations and net assets of the Employee Funds must be consolidated with the Company's financial results. The consolidation
of the Employee funds did not materially impact the financial statements of the Company and restatement of prior periods was not necessary.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are
comprised primarily of deposits with financial institutions which are invested in non-interest bearing accounts ($2.6 million), money market instruments ($36.3 million) and
short-term commercial paper ($9.9 million).

Other Short Term Investments

This balance is comprised of funds deposited in a short-term bond fund that invests primarily in high quality diversified fixed income securities
where the target duration is nine months.

Investments

The Company holds investments in publicly traded and privately held entities that are accounted for at market or fair value, with the accompanying gains and
losses reflected in the Company's results of operations. The determination of fair value requires management to make estimates based on available information, including the entities' earnings, sales,
operating developments and recent transactions in the entities' securities. The determination of fair value may not necessarily represent the amounts that
might ultimately be realized, since such amounts depend on future circumstances and cannot be determined until the investments are actually liquidated.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets
that also lack physical substance but can be distinguished from goodwill. On January 1, 2002, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible
Assets. Under the provisions of SFAS No. 142, goodwill is no longer amortized into the income statement over an
estimated life, but rather is tested at least annually for impairment. Other intangible assets, which have finite lives, continue to be amortized over their estimated useful lives and are subject to
impairment testing under the provisions of SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets.

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Furniture, Equipment and Leasehold Improvements

Furniture, equipment and leasehold improvements are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are recorded on
a straight-line basis over the estimated useful lives of the related assets, ranging from two to three years for furniture and computer hardware. Leasehold improvements are amortized on a
straight-line basis over the lesser of the life of the lease or the remaining useful lives of the improvements, which range from three to eight years.

Computer Software

Costs capitalized related to the purchase of computer software are being amortized over a period of three years. Costs capitalized related to the development of
software for internal use are amortized over the estimated useful lives of the software, generally over periods of between one and three years.

Fair Value of Financial Instruments

Substantially all of the Company's financial instruments are carried at fair value or amounts approximating fair value. Assets, including cash and cash
equivalents, other short-term investments, receivable from clearing broker, securities owned, and investments are carried at fair value or contracted amounts, which approximate fair value.
Similarly, liabilities including securities sold, but not yet purchased, and certain payables are carried at fair value or contracted amounts, which approximate fair value due to their relatively
short-term nature.

Revenue Recognition

Securities owned and securities sold but not yet purchased in the Company's proprietary trading accounts consist of securities in corporate stocks, and are stated
at quoted market values. Transactions involving such securities are normally used to facilitate customer trading and are recorded on a trade date basis with any related net gain or loss included in
brokerage revenue in the statements of operations.

Investment
banking revenue is generated as a result of the Company managing, co-managing and participating in various underwritings, private placements, mergers and
acquisitions and from advisory or other services provided to clients. Fees from investment banking activities are recognized when the offering or services are complete and the income is reasonably
determinable.

Asset
management fees are computed as a percentage of capital commitments of the funds under management and are recognized as earned.

Securities
owned for investment purposes consist of publicly traded and privately held securities and are stated at market or fair value, with the accompanying gains or losses included
in loss on investments in the statements of operations.

Lease Loss

The Company recorded a lease loss reserve for the impairment of its obligations under certain of its operating leases for unoccupied office space. The lease loss
reserve was determined based on the

8

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lease
obligation for the remainder of the lease term reduced by estimated sublease payments from the leased property.

Stock Based Compensation

SFAS No. 123,Accounting for Stock-Based Compensation, encourages but does not require adoption of a fair
value-based accounting method for stock-based compensation arrangements. An entity may continue to apply Accounting Principles Board Opinion No. 25,Accounting for Stock
Issued to Employees("APB 25") and related interpretations, provided the entity discloses its pro forma net income and earnings per share as if the fair value-based
method had been applied in measuring compensation cost. As permitted, the Company has accounted for options granted to employees using the intrinsic value method prescribed by APB 25. The Company has
granted options with exercise prices that are equal to or greater than the market price of such common stock at the date of grant, and, accordingly, the Company has recorded no related compensation
expense. For restricted stock issued with future service requirements, compensation expense is recognized over the relevant vesting period.

If
the Company had recorded compensation expense for its stock options granted for the three and nine month periods ended September 30, 2003 and 2002, in accordance with SFAS
No. 123, the Company's pro forma net loss and pro forma net loss per share would be as follows:

|                                                                                                                                           |                     | Three Months Ended September 30, |           | Nine Months Ended September 30, |  
|------------------------------------------------------------------------------------------------------------------------------------------ | ------------------- | -------------------------------- | --------- | ------------------------------- | -
|
|Net income (loss), as reported                                                                                                             |                     | $                                | 488,588   |                                 | $
|Add stock-based employee compensation included in reported net income (loss), net of related tax effects                                   |                     |                                  | 1,181,330 |                                 |  
|Deduct total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |                     |                                  | 1,914,580 |                                 |  
|                                                                                                                                           |                     |                                  |           |                                 |  
|Pro forma net loss                                                                                                                         |                     | $                                | (244,662  | )                               | $
|                                                                                                                                           |                     |                                  |           |                                 |  
|Net income (loss) per common share(A):                                                                                                     |                     |                                  |           |                                 |  
|                                                                                                                                           | Basicas reported   |                                  | $         | 0.03                            |  
|                                                                                                                                           | Basicpro forma     |                                  | $         | (0.01                           | )
|                                                                                                                                           | Dilutedas reported |                                  | $         | 0.03                            |  
|                                                                                                                                           | Dilutedpro forma   |                                  | $         | (0.01                           | )

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9

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Reportable Operating Segment

The Company considers its present operations to be one reportable segment for purposes of presenting financial information and for evaluating its performance. The
financial statement information presented in the accompanying consolidated financial statements is consistent with the preparation of financial information for the purpose of internal use.

Income Taxes

The Company accounts for income taxes in accordance with the provisions of SFAS No. 109,Accounting for Income
Taxes, which requires the recognition of deferred tax assets and liabilities at tax rates expected to be in effect when these balances reverse. Future tax benefits attributable
to temporary differences are recognized to the extent that realization of such benefits is more likely than not.

New Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46,Consolidation of Variable Interest Entities.
The objective of FIN 46 is to improve financial reporting by companies involved with variable interest entities. A variable interest entity is a corporation, partnership, trust, or any other legal
structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for
the entity to support its activities. FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable
interest entity's activities or is entitled to receive a majority of the entity's residual returns or both. FIN 46 also requires disclosures about variable interest entities that a company is
not required to consolidate but in which it has a significant variable interest. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after
January 31, 2003. Originally, for variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 were to be applied for the first interim or
annual period beginning after June 15, 2003. However, on October 8, 2003, the FASB deferred the latest date by which all public entities must apply FIN 46 to the first reporting
period after December 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity
was established. The Company holds an interest in a private company
in the healthcare industry which is a variable interest entity that is currently accounted for under the equity method of accounting. The Company will not consolidate this variable interest entity in
accordance with FIN 46 because the Company is not subject to the majority of the risk of loss and does not receive a majority of the entity's residual return.

3. SECURITIES OWNED

|                        |  | September 30, 2003 |           | December 31, 2002
|----------------------- |  | ------------------ | --------- | -----------------
|Equity securities       |  | $                  | 969,262   |                  
|Certificates of deposit |  |                    | 3,697,765 |                  
|                        |  |                    |           |                  
|                        |  | $                  | 4,667,027 |                  
|                        |  |                    |           |                  

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As
of September 30, 2003 and December 31, 2002, certificates of deposit are pledged as collateral for certain of the Company's lease commitments.

4. LOSS FROM CONSOLIDATION OF OFFICE SPACE

The Company recorded a loss from consolidation of office space of approximately $9.1 million for the nine months ended September 30, 2002. This
charge included an adjustment to the estimated reserve for the Company's lease commitment through March 2011 for an unused portion of its office space in San Francisco, California that is being
held for sublease at a lower rate than the lease rate. The
following table summarizes the reserve for unoccupied office space for the nine months ended September 30, 2003:

|Balance, December 31, 2002  |  | $ | 19,080,636 |  
|--------------------------- |  | - | ---------- | -
|Charges against reserve     |  |   | (2,784,557 | )
|                            |  |   |           
|Balance, September 30, 2003 |  | $ | 16,296,079 |  
|                            |  |   |           

5. GOODWILL AND OTHER INTANGIBLE ASSETS

The Company adopted SFAS No. 142 on January 1, 2002. SFAS No. 142 requires that the Company's goodwill be evaluated for impairment upon
adoption and at least annually thereafter which the Company has determined will occur in its fiscal fourth quarter in the absence of circumstances suggesting an evaluation in an earlier quarter. In
connection with the initial adoption of SFAS No. 142, on January 1, 2002, the Company determined that no adjustment was necessary to the carrying value of its goodwill. Subsequent to the
adoption of SFAS No. 142, the continued economic slowdown and weakened business environment as well as other factors negatively impacted the Company's business. During the fourth quarter of
2002, the Company performed its annual evaluation of its enterprise value to make a determination as to whether the recorded amounts of goodwill were potentially impaired. In estimating the fair value
of the enterprise, the Company used valuation techniques based on market capitalization and market multiples for comparable businesses. Based on this evaluation, the Company determined that the
carrying value of its goodwill was impaired and recorded an impairment charge of $163.3 million in the fourth quarter of 2002.

Additionally,
the Company adopted SFAS No. 144 on January 1, 2002. Under the provisions of SFAS No. 144, an impairment loss is recognized when the estimate of
undiscounted future cash flows generated by an asset is less than its carrying amount. Measurement of the impairment loss is based on the present value of the expected future cash flows. During the
nine months ended September 30, 2002, the Company wrote-off the carrying value of its investment advisory intangible asset as the fund from which it earned incentive royalties under
an agreement with the manager ceased operations. In addition, the Company determined that the carrying value of its intangible asset related to employee non-compete agreements was
impaired. Accordingly, in the first and fourth quarters of 2002, the Company recorded impairment charges of $1.1 million and $1.4 million, respectively, related to these assets.

11

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In accordance with the provisions of SFAS No. 142, the Company's goodwill and trade name intangible asset are not being amortized. There was no change in
the carrying amount of goodwill and the trade name intangible asset during the three and nine months ended September 30, 2003 and 2002.

Intangible
assets subject to amortization under SFAS No. 142 at September 30, 2003 include the institutional client relationship intangible asset which is currently being
amortized over its remaining useful life of 13 years. The estimated annual amortization expense related to the institutional client relationship intangible asset is approximately
$4.1 million. The following table sets forth the gross carrying value, accumulated amortization and net carrying amount of intangible assets subject to amortization at September 30, 2003
and December 31, 2002:

|                                    |                          | September 30, 2003 |            | December 31, 2002 |  
|----------------------------------- | ------------------------ | ------------------ | ---------- | ----------------- | -
|Institutional Client Relationships: |                          |                    |            |                   |  
|                                    | Gross carrying amount    |                    | $          | 65,200,000        |  
|                                    | Accumulated amortization |                    |            | (14,941,656       | )
|                                    |                          |                    |            |                   |  
|Net carrying amount                 |                          | $                  | 50,258,344 |                   | $
|                                    |                          |                    |            |                   |  
|Investment Advisory Contract:       |                          |                    |            |                   |  
|                                    | Gross carrying amount    |                    | $          |                  |  
|                                    | Accumulated amortization |                    |            |                  |  
|                                    | Impairment charge        |                    |            |                  |  
|                                    |                          |                    |            |                   |  
|                                    | Net carrying amount      |                    | $          |                  |  
|                                    |                          |                    |            |                   |  
|Non-Compete Agreements:             |                          |                    |            |                   |  
|                                    | Gross carrying amount    |                    | $          |                  |  
|                                    | Accumulated amortization |                    |            |                  |  
|                                    | Impairment charge        |                    |            |                  |  
|                                    |                          |                    |            |                   |  
|                                    | Net carrying amount      |                    | $          |                  |  
|                                    |                          |                    |            |                   |  

6. INCOME TAXES

The Company files consolidated Federal and combined state and local income tax returns with certain of its wholly-owned subsidiaries. The components of the
Company's income tax expense

12

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(benefit)
for the three-month and nine-month periods ended September 30, 2003 and 2002 are as follows:

|                                 |                 | Three Months Ended September 30, |            | Nine Months Ended September 30,
|-------------------------------- | --------------- | -------------------------------- | ---------- | -------------------------------
|
|Current:                         |                 |                                  |            |                                
|                                 | Federal         |                                  | $          | (6,540,000                     
|                                 | State and local |                                  |            |                               
|                                 |                 |                                  |            |                                
|                                 |                 |                                  | (6,540,000 | )                              
|                                 |                 |                                  |            |                                
|Deferred:                        |                 |                                  |            |                                
|                                 | Federal         |                                  |            |                               
|                                 | State and local |                                  |            |                               
|                                 |                 |                                  |            |                                
|                                 |                 |                                  |           |                                
|                                 |                 |                                  |            |                                
|Net income tax expense (benefit) |                 | $                                | (6,540,000 | )                              
|                                 |                 |                                  |            |                                

The
effective income tax rate differs from the amount computed by applying the federal statutory tax rate due to certain nondeductible amortization expenses and the release of a portion
of the Company's valuation allowance on deferred tax assets attributable to its ability to carry back losses to prior tax periods.

For
the three and nine months ended September 30, 2003, the Company recorded income tax benefits of $6.5 million and $8.3 million, respectively. The benefits result from
the Company's ability to carryback certain of its operating losses and net operating loss carryovers and, for the nine months ended September 30, 2003, the reversal of tax reserves in the
amount of $1.8 million following the settlement of a state tax examination.

For
the nine month period ended September 30, 2002, the Company recorded a charge of approximately $24.5 million to establish a valuation allowance against the balance of its
deferred tax assets. The valuation allowance, which was $36.7 million at September 30, 2003, was calculated in accordance with the provisions of SFAS No. 109 which places primary
importance on the Company's historical results of operations. Although the Company's results in prior years were significantly affected by restructuring and other charges, the Company's historical
losses combined with the losses incurred in the current fiscal year represent negative evidence sufficient to require a full valuation allowance under the provisions of SFAS No. 109. The
Company may also have other limitations on its ability to fully utilize its net operating losses due to the application of Section 382 of the Internal Revenue Code. As the Company is able to
realize part or all the deferred tax assets in future periods, it will reduce its provision for income taxes with a release of the valuation allowance in an amount that is more likely than not
expected to be realized. For the three and nine months ended September 30, 2003, the Federal income tax loss carryback allowed the Company to utilize $3.6 million of deferred tax assets
related to operating losses and release $3.6 million of the valuation reserve against those deferred tax assets. The majority of the Company's net operating loss carry forwards expire in 2018
through 2022.

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7. EMPLOYEE BENEFIT PLANS AND OTHER COMPENSATION

Stock Incentive Plan

The Company has adopted a stock incentive plan that permits the granting of stock options, restricted stock and other awards to employees, directors and certain
consultants of the Company. The exercise price of any share covered by an option granted to a person owning more than 10% of the voting power of all classes of stock of the Company cannot be less than
110% of the fair market value on the day of the grant. The exercise price of any share covered by an option granted to any person cannot be less than 85% of the fair value on the day of the grant.
Options expire five or ten years from the date of grant, with the majority of the options expiring in the year 2012.

As
of September 30, 2003, the Company had 2,876,202 outstanding options with a range of exercise prices between $1.90 and $97.50 per share and a weighted average exercise price of
$11.94.

8. WARRANTS OUTSTANDING

As of September 30, 2003 and December 31, 2002, the Company had 1,148,852 outstanding warrants with a range of exercise prices between $7.15 and
$27.86. These warrants are exercisable for 21,392 shares of common stock and 1,127,460 shares of Class B Common Stock. The majority of these warrants expire in 2004.

9. COMMITMENTS AND CONTINGENCIES

The Company has operating leases covering office space in Old Greenwich, Connecticut, San Francisco, California, Boston, Massachusetts and London, England. These
leases include scheduled rent increases and have various expirations ranging from 2006 to 2011. Future lease commitments for the remainder of 2003, the succeeding four years and thereafter are as
follows:

Minimum Lease
ObligationRemainder of 2003

$
2,179,3002004


9,040,7282005


9,319,1782006


8,111,6702007


6,587,055Thereafter


19,352,559


The
Company is obligated under three leases for office space in San Francisco, California and London, England that it does not occupy. Future lease commitments, which are included in the
table above, and sublease payments, which are not included as an offset to the future minimum payments, as of September 30, 2003 through the life of these leases are as follows:

|                       |  | San Francisco
lease 1 |  | San Francisco
lease 2 |  | London
|---------------------- |  | ---------------------- |  | ---------------------- |  | ------
|Total lease commitment |  | $6,777,363             |  | $22,109,939            |  | $     
|Sublease income        |  | $7,158,221             |  | $1,728,224             |  | $     
|Lease expiration       |  | October 31, 2009       |  | March 31, 2011         |  |       
|Sublease expiration    |  | October 31, 2009       |  | February 28, 2008      |  |       

14

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Two
floors of office space included in the London lease have been assigned to another tenant under the same terms as the original lease. However, the Company has guaranteed that
assignment, and therefore remains liable for the lease payments in the event the assignee does not pay. The total lease commitment of $3.6 million covered under the assignment is not included
in either of the tables above.

The
Company is currently subject to claims and legal proceedings arising in the normal course of its business. In the opinion of management, the resolution of such claims and legal
proceedings should not have a material adverse effect on the financial position, results of operations or liquidity of the Company.

The
Company has committed $10.0 million as a limited partner in Dawntreader Fund II LP, which is managed by the Company's Venture Capital Fund Group. As of September 30,
2003, there was approximately $3.3 million of the Company's commitment remaining to be drawn down by the fund. The
fund's term ends on December 31, 2010, but may be extended for up to two additional one-year periods.

The
Company is committed under contract with certain key employees to pay guaranteed compensation of approximately $12.4 million and $2.2 million for the year ended
December 31, 2003 and December 31, 2004, respectively, of which, $9.4 million and $2.2 million was payable as of September 30, 2003.

10. DISCONTINUANCE OF EUROPEAN OPERATIONS

The discontinuance of the Company's European operations in the first quarter of 2002 resulted in a $6.3 million charge for severance and other costs
associated with closing STGE's operations, including a $2.8 million loss on foreign exchange translation which had been reported as a separate component of stockholders' equity and an
$8.1 million reduction of minority interest in STGE.

11. NET CAPITAL REQUIREMENTS

As a registered broker-dealer, STC is subject to the SEC's Uniform Net Capital Rule 15c3-1 (the "Rule"). STC has elected to use the alternative
method permitted by the Rule. Under the alternative method, STC is required to maintain minimum net capital, as defined, equal to the greater of $250,000 or an amount determinable based on the market
prices and number of securities in which STC acts as a market maker. Net capital and aggregate minimum requirements change from day to day. As of September 30, 2003 and December 31,
2002, STC had net capital of $88.3 million and $99.3 million, respectively, which was $87.1 million and $98.4 million in excess of the minimum net capital requirements,
respectively. The capital rules of the SEC and NASD also provide that equity capital may not be withdrawn or cash dividends paid if resulting net capital would be less than the minimum requirements.
Capital withdrawals are also subject to certain notification and other provisions of the SEC. Under the clearing arrangement with the clearing broker, the Company is required to maintain certain
minimum levels of net capital (equal to the greater of $150,000 or minimum net capital under the Rule) and comply with other financial ratio requirements. As of September 30, 2003, the Company
was in compliance with all such requirements. Proprietary accounts held at the clearing broker ("PAIB Assets") are considered allowable assets in the computation of net capital pursuant to a clearing

15

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agreement
between STC and the clearing broker which requires, among other things, for the clearing broker to perform a computation of PAIB Assets similar to the customer reserve computation under SEC
Rule 15c3-3.

12. NET LOSS PER SHARE

The following table sets forth the calculation of shares used in the computation of basic and diluted net loss per share. Immediately before the start of trading
on June 30, 2003, the Company effected a one-for-five reverse stock split of its common stock. All share and per share amounts for 2002 and 2003 have been retroactively
adjusted to give effect to the one-for-five reverse stock split.

|                             |                                                                                  | Three Months Ended September 30, |            | Nine Months Ended September 30,
|---------------------------- | -------------------------------------------------------------------------------- | -------------------------------- | ---------- | -------------------------------
|
|Shares used in computations: |                                                                                  |                                  |            |                                
|                             | Weighted average common shares used in computation of basic net loss per share   |                                  | 18,134,026 |                                
|                             | Dilutive effect of common stock equivalents                                      |                                  | 725,943    |                                
|                             |                                                                                  |                                  |            |                                
|                             | Weighted average common shares used in computation of diluted net loss per share |                                  | 18,859,969 |                                
|                             |                                                                                  |                                  |            |                                

Because
the Company reported a net loss for the three months ended September 30, 2002 and the nine months ended September 30, 2003 and 2002, the calculations of diluted
earnings per share in those periods do not include options, warrants and common stock collateralizing the notes receivable from stockholders, as they are anti-dilutive and would result in
a reduction of net loss per share. If the Company had reported net income, there would have been an additional 65,400 shares for the three month periods ended September 30, 2002, and an
additional 361,299 shares and 760,793 shares for the nine month periods ended September 30, 2003 and 2002, respectively, included in the calculation of diluted earnings per share.

13. TENDER OFFER

The Company commenced a tender offer for the purchase of shares of its common stock, par value $0.01 per share, held by persons owning fewer than 100 shares
(each, an "odd-lot stockholder") immediately before the start of trading on June 30, 2003 after adjusting to give effect to the one-for-five reverse stock
split. The Company paid $11.00 for each share properly tendered by an odd-lot stockholder. This price represents a premium of 8% over the closing price of the common stock on the NASDAQ
Stock Market on June 30, 2003. The tender offer was not conditioned on the receipt of any minimum number of tenders. The tender offer expired at 5:00 p.m., Eastern Daylight time, on
Friday, August 15, 2003. Odd-lot stockholders who accepted the offer tendered all shares that they owned. Partial tenders were not accepted. The total shares tendered in the offer
were 36,649 shares, or 1,682 accounts, with a total cost to the Company of $403,139. The odd-lot tender offer intended to reduce the administrative cost associated with the smallest
accounts and provide a cost effective method for odd-lot stockholders to dispose of small numbers of shares. The odd-lot tender did not have a material impact on the Company's
consolidated financial statements.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read with the consolidated financial statements of SoundView Technology Group, Inc. and subsidiaries and related notes
thereto.

Critical Accounting Policies

For a description of critical accounting policies, including those which involve varying degrees of judgment, see Management's Discussion and Analysis of
Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

Overview and Business

SoundView Technology Group, Inc. was incorporated on March 27, 1996 and commenced operations in September 1997. The accompanying consolidated
financial statements include the accounts of the Company and its subsidiaries, SoundView Technology Corporation ("STC"), Wit Capital Corporation ("WCC"), SoundView Technology Group PLC ("STGE"),
SoundView Ventures Corp ("SoundView Ventures") and certain limited partnerships managed by the Company (the "Employee Funds").

SoundView
is a research driven securities firm focused on technology and other growth sectors. SoundView produces comprehensive sell-side research on over 180 companies. Our
brokerage operations provide a variety of sales and trading services to institutional investors. We leverage our industry expertise through a sales force which has a comprehensive and special
understanding of the complexity involved in investing in these industries. Our investment banking services include public underwriting, mergers and acquisitions and strategic services and private
equity. Our venture capital operation has established and currently manages a number of venture capital funds that provide investors with the opportunity to participate in technology related
investments.

On
January 31, 2000, Wit Capital Group, Inc. completed a merger with SoundView Technology Group, Inc. ("STG"). From June 2000 to August 2001, the
combined company operated as Wit
SoundView Group, Inc. and in August 2001, the combined company changed its name to SoundView Technology Group, Inc. All references to "SoundView," the "Company," "us," "our," and
"we" refer to the combined company and its subsidiaries subsequent to January 31, 2000. All references to "STG" refer to operations of STG prior to its merger with Wit Capital
Group, Inc.

The
consolidation of the Employee Funds beginning in the three months ended September 30, 2003 resulted from our review of consolidation rules in conjunction with our review of
all of our investments for compliance with Interpretation No. 46,Consolidation of Variable Interest Entities("FIN 46"), discussed later. We
determined that, under current consolidation rules, because the Employee Funds were established as a benefit for our employees, and SoundView is both the manager and the largest limited partner of
each of the four Employee Funds, the results of operations and net assets of the Employee Funds must be consolidated with our financial results. The consolidation of the Employee Funds did not
materially impact the financial statements of SoundView and restatement of prior periods was not necessary.

Current Market Environment

As a research driven securities firm focused on technology and other growth sectors, our business and operations are affected by the U.S. and global economic
environment and financial market conditions. The performance of the equity capital markets, and in particular the market for technology companies, significantly influences the strength of our business
operations. We have operated under unfavorable market conditions that prevailed throughout 2002 and extended into 2003 as a result of a global economic slowdown and weakness in the technology sector.
Markets have recently shown signs

17

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of
improvement, but the sustainability of this improvement is not certain. Additionally, during 2002, confidence in the markets was affected by concerns surrounding the financial reporting and
accounting practices of certain public companies. Our institutional brokerage operations may be negatively affected by overall market volatility, and more specifically, by periods of declining prices
or trading volumes in technology stocks. Equity markets have shown signs of improvement in the second half of 2003, but the overall stability remains uncertain. It is not clear whether we will
experience a sustained increase in revenue from public investment banking activity. We continue to advise on private equity financings as well as merger and acquisition activity.

Effects of inflation

Because the Company's assets are, to a large extent, liquid in nature, they are not significantly affected by inflation. However, the rate of inflation affects
our expenses, such as employee compensation, office space leasing costs and communications charges, which may not be readily recoverable in the price of services we offer. To the extent inflation
results in rising interest rates or has other adverse effects upon
the securities markets, it may adversely affect our financial position and results of operations in certain businesses.

Results of Operations for the Three and Nine Months Ended September 30, 2003 as Compared to the Three and Nine Months Ended September 30, 2002

Revenues

Total revenues for the three months ended September 30, 2003 increased 27.0% to $30.1 million from $23.7 million for the three months ended
September 30, 2002. We experienced an increase in investment banking revenue in the third quarter of 2003 compared to 2002 which, along with a decrease in our loss on investments, drove the
overall increase in revenue for the three months ended September 30, 2003 compared to that same time period in 2002. Total revenues for the nine months ended September 30, 2003 were
$79.5 million, representing a 6.2% decrease from $84.7 million of revenues for the nine months ended September 30, 2002. The decrease year over year was primarily attributable to
decreases in brokerage revenue and interest and investment income, partially offset by a decrease in loss from investments.

Brokerage
revenue for the three months ended September 30, 2003 was $23.8 million, compared to $22.2 million for the three months ended September 30, 2002,
representing an increase of 7.3%. Brokerage revenue for the nine months ended September 30, 2003 decreased 11.3% to $66.3 million from $74.7 million for the nine months ended
September 30, 2002. The decrease year over year was the result of decreased market activity resulting from weakness in the equity markets. Because commissions on certain trades are subject to
negotiation, downward pricing pressure from clients as well as level to slightly lower trading volumes on technology stocks influence the level of commissions and trading revenues earned during
periods of level trading activity. The equity markets began to gain strength in the third quarter of 2003 resulting in the increase of 7.3% for the three months ended September 30, 2003
compared to the three months ended September 30, 2002.

Investment
banking revenue for the three months ended September 30, 2003 was $4.7 million, compared to $2.7 million for the three months ended September 30,
2002, representing an increase of 73.1%. For the nine months ended September 30, 2003, investment banking revenue was $8.2 million, compared to $9.3 million for the nine months
ended September 30, 2002, representing a decrease of 12.5%. Investment banking revenue is primarily derived from the public offering of equity securities, mergers and acquisitions, strategic
advisory services and private equity offerings. The decrease in investment banking revenue for the nine months ended September 30, 2003 as compared to 2002 was attributable to unfavorable
issuing conditions for technology companies, which include lower market valuations and general market and economic uncertainty. The public equity market has shown signs of

18

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improvement
in the second half of 2003 resulting in an increase in investment banking revenues for the three months ended September 30, 2003 compared to the same period in 2002. We remain
uncertain about the stability of the public equities market, and it is unclear whether we will experience a sustained increase in revenue as we did in the third quarter of 2003.

Interest
and investment income for the three months ended September 30, 2003 and 2002 remained constant at $0.7 million compared to a decrease of 22.1% to
$2.5 million for the nine months ended September 30, 2003, compared to $3.2 million for the nine months ended September 30, 2002. We earn interest income from the
investment of cash balances raised through financing activities until the funds are used in our business. During the first nine months of 2003 and 2002, our average monthly cash balance (including
other short term investments) was $130.9 million and $134.0 million, respectively. Our interest and investment income decreased for the nine months ended September 30, 2003
compared to the same period in 2002 as a result of a decrease in interest bearing cash balances and earning a lower interest rate on our invested cash.

Asset
management fees for the three months ended September 30, 2003 were $1.4 million compared to $1.6 million for the three months ended September 30, 2002,
representing a decrease of 8.1%. Asset management fees decreased 5.0% to $4.3 million for the nine months ended September 30, 2003 compared to $4.5 million for the nine months
ended September 30, 2002. This revenue is calculated as a percentage of capital commitments of the funds under our management. Asset management fees earned in the first nine months of 2003 and
2002 were relatively consistent as there have been no significant changes in the capital commitments under each fund.

Loss
on investments for the three months ended September 30, 2003 was $0.6 million, compared to a loss of $3.5 million for the three months ended
September 30, 2002, representing a decrease of 82.7%. Loss on investments for the nine months ended September 30, 2003 was $1.7 million, a decrease of 75.5% from
$6.9 million for the nine months ended September 30, 2002. The decreases in both the three and nine month periods from 2002 to 2003 reflect less write-downs in the fair value of private
equity investments. As of September 30, 2003, we held approximately $15.9 million in private equity investments and in investment funds in which the underlying investments are in
privately held companies. We carry our investments at fair value, which requires management to make estimates based on available information, which do not necessarily represent the amounts that might
ultimately be realized, since such amounts depend on future circumstances and cannot be determined until the investments are actually liquidated. Actual results could differ from those estimates and
the differences could be
material. We may recognize additional future losses related to our investment portfolio based on specific circumstances surrounding an individual investment or if market conditions decline further in
certain sectors.

Expenses

Total expenses for the three months ended September 30, 2003 were $36.1 million, compared to $35.1 million for the three months ended
September 30, 2002, representing an increase of 2.8%. Total expenses decreased 30.9% to $93.1 million for the nine months ended September 30, 2003, compared to
$134.6 million for the nine months ended September 30, 2002. For the three months ended September 30, 2003, the increase was primarily attributable to an increase in compensation
and benefits and to a lesser extent professional services and communications and technology, offset by decreases in expenses such as brokerage and clearance and marketing and business development. For
the nine months ended September 30, 2003, the decrease was attributable to decreases in all expense categories in addition to the absence, in 2003, of charges related to the consolidation of
office space, the discontinuance of European operations and goodwill impairment.

Compensation
and benefits expense for the three months ended September 30, 2003 was $22.7 million, compared to $19.3 million for the three months ended
September 30, 2002, representing

19

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an
increase of 17.6%. For the nine months ended September 30, 2003, compensation and benefits expense was $55.7 million, compared to $67.7 million for the nine months ended
September 30, 2002, a decrease of 17.8%. Compensation and benefits expense consists of salaries, bonuses, amortization of restricted stock awards and other benefits paid or provided to our
employees. The decrease in compensation and benefits expense for the nine months ended September 30, 2003 compared to 2002 primarily related to lower incentive compensation accrued related to
certain guaranteed contracts that expired in the first half of 2003 as well as a decrease in severance and other employee charges. Severance charges were greater in 2002 as a result of the decrease in
personnel from 305 as of December 31, 2001 to 230 as of September 30, 2002. The decrease in our headcount, which occurred primarily in the first quarter of 2002, was mainly the result of
staff reductions due to market conditions and the consolidation of our New York and Stamford offices into one office location in Old Greenwich, Connecticut as well as the downsizing of our San
Francisco office and the closing of our European office. Headcount as of September 30, 2003 was 235. For the three months ended September 30, 2003, the increase from the comparable
period in 2002 was attributable to additional incentive bonus of $4.1 million that we recorded in September 2003 as we invested in a new research vertical, healthcare, for which we do
not expect to see revenues until 2004, and to aid in employee retention.

Brokerage
and clearance expense for the three months ended September 30, 2003 was $3.2 million, compared to $4.4 million for the three months ended
September 30, 2002, representing a decrease of 26.7%. Brokerage and clearing expenses decreased 23.3% to $9.9 million for the nine months ended September 30, 2003 from
$12.9 million for the nine months ended September 30, 2002. This expense primarily consists of amounts paid to our clearing broker for processing and clearing customers' trades
as well as fees paid to independent floor brokers on the New York Stock Exchange and electronic communication networks for the execution of institutional customer trades. The decrease in brokerage and
clearance expense for the nine months ended September 30, 2003 compared to the same period in 2002 resulted from decreased brokerage revenue and lower clearing fees achieved through
negotiations with STC's clearing broker.

Marketing
and business development expense for the three and nine months ended September 30, 2003 was $1.3 million and $3.4 million, respectively, compared to
$1.8 million and $5.8 million for the three and nine months ended September 30, 2002, respectively, representing a decrease of 24.7% and 42.2%, respectively. Marketing and
business development expense consists primarily of travel, entertainment and costs associated with hosting our technology-focused conferences. The decrease from 2002 to 2003 was attributable primarily
to decreased conference and advertising costs and a decrease in travel and entertainment expenses resulting from the market slowdown. In the future, we would expect these expenses to fluctuate to the
extent we modify our marketing efforts in response to the changing business environment and market conditions.

Amortization
of intangible assets and goodwill decreased to $1.0 million for the three months ended September 30, 2003 from $1.3 million for the three months ended
September 30, 2002, representing a decrease of 20.5%. For the nine months ended September 30, 2003, amortization of intangible assets and goodwill decreased 24.5% to $3.1 million
compared to $4.0 million for the nine months ended September 30, 2002. The decrease was attributable to the amortization expense that had been recorded on intangible assets related to
investment advisory and non-compete agreements during the three months ended March 31, 2002. These intangible assets were written off as of March 31, 2002 and in the fourth
quarter of 2002 as a result of our annual evaluation of our goodwill and intangible assets in accordance with the provisions of Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible
Assetsand SFAS No. 144,Accounting for the Impairment or Disposal of
Long-Lived Assets.

For
the nine-month period ended September 30, 2003, we recorded no charge for impairment of goodwill and other intangibles compared to a charge of $1.1 million
the nine months ended September 30, 2002. Under the provisions of SFAS No. 144, an impairment loss is recognized when the

20

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estimate
of undiscounted future cash flows generated by an asset is less than its carrying amount. Measurement of the impairment loss is based on the present value of the expected future cash flows.
The charge recorded in 2002 resulted from the write-off of the carrying value of the investment advisory intangible asset acquired in the merger with STG. The fund STG formerly managed,
from which it earned incentive royalties under an agreement with the manager, ceased operations in the first quarter of 2002.

Professional
services expense for the three months ended September 30, 2003 was $1.9 million, compared to $1.2 million for the three months ended
September 30, 2002, an increase of 59.6%. Professional
service expense decreased 12.6% to $4.1 million for the nine months ended September 30, 2003 from $4.7 million for the nine months ended September 30, 2002. Professional
services expense includes legal, consulting, accounting, recruiting fees and costs related to our strategic relationships with the Gartner Group and Giga Group, which allow us access to their products
and services. The decrease for the first nine months in 2003 from 2002 was primarily attributable to reductions in Giga Information Group fees as well as a decrease in consulting fees and recruiting
fees. The increase for the three months ended September 30, 2003 compared to the same period the 2002 was primarily the result of an increase in recruiting fees associated with hiring
healthcare analysts partially offset by a decrease in Giga Information Group fees.

Communications
and technology expense for the three months ended September 30, 2003 was $2.2 million, compared to $2.0 million for the three months ended
September 30, 2002, representing an increase of 10.2%. Communication and technology expense decreased 30.3% to $6.1 million for the nine months ended September 30, 2003 compared
to $8.8 million for the nine months ended September 30, 2002. Communications and technology expense includes costs related to market data services, transaction processing, telephone and
other communication charges as well as costs related to our technology infrastructure. Comparing the nine months ended September 30, 2003 to the comparable period in 2002, the decrease in these
expenses resulted from the consolidation of various market data service contracts as part of an ongoing cost reduction effort, a decrease in communication expense resulting from the decrease in
headcount, and the absence in 2003 of a $1.2 million charge during the first nine months of 2002 to terminate a contract.

Depreciation
and amortization expense for the three months ended September 30, 2003 was $1.1 million, compared to $1.2 million for the three months ended
September 30, 2002, representing a decrease of 7.5%. Depreciation and amortization expense decreased 24.4% to $3.4 million for the nine months ended September 30, 2003 from
$4.5 million for the nine months ended September 30, 2002. Depreciation and amortization expense consists primarily of depreciation and amortization of furniture, equipment, leasehold
improvements and computer software. The decrease in depreciation and amortization expense was primarily the result of the write-off of leasehold improvements related to the consolidation
of office space in the first quarter of 2002 and the completion of depreciation of assets acquired in the merger with E*OFFERING in the first quarter of 2002.

Occupancy
expense for the three months ended September 30, 2003 was $1.7 million, compared to $1.6 million for the three months ended September 30, 2002,
representing an increase of 6.8%. For the nine months ended September 30, 2003, occupancy expense was $5.0 million, a decrease of 10.4% from $5.6 million for the nine months ended
September 30, 2002. Occupancy expense includes costs related to leasing office space in Old Greenwich, San Francisco and Boston. The decrease from 2002 to 2003 was attributable to the reduction
in headcount, the steps we took to consolidate our east and west coast operations, as well as the discontinuance of our European operations in 2002. The increase from the three months ended
September 30, 2003 compared to the same period in 2002 was primarily attributable to an increase in repairs and maintenance and facilities insurance expense offset by a decrease in utilities.

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Loss
from consolidation of office space was $9.1 million for the nine months ended September 30, 2002. This loss consisted primarily of adjustments to a reserve established
in 2001 related to our lease commitment for an unused portion of our office space in San Francisco, California. In March 2002, we decided to further consolidate our office space in San
Francisco as a result of the reduction in headcount, which we believed would increase the likelihood of sublease for the unoccupied portion. Accordingly, in the first quarter of 2002 we recorded an
additional loss reserve of $7.8 million consisting of our lease commitment for the estimated time frame for sublease and the market loss on the additional unused office space over the life of
the lease. In addition, we recorded a reserve of $0.7 million that related to the lease for unoccupied office space in Stamford, Connecticut, which expired in March 2003.

The
discontinuance of our European operations in the first half of 2002 resulted in a $6.3 million charge for severance and other costs associated with closing STGE's operations,
including a $2.8 million loss on foreign exchange translation, which had been reported as a separate component of stockholders' equity.

Other
expenses for the three months ended September 30, 2003 were $0.9 million, compared to $1.8 million for the three months ended September 30, 2002,
representing a decrease of 50.3%. Other expenses decreased 40.0% to $2.4 million for the nine months ended September 30, 2003 from $4.0 million for the nine months ended
September 30, 2002. Other expenses include costs for office supplies, insurance, subscriptions, registrations, charitable contributions and other general administrative expenses. The decrease
from 2002 to 2003 was attributable primarily to an ongoing expense reduction effort, decreased arbitration settlement costs and the elimination of a joint venture for which costs were incurred in
2002.

Other

Minority interest in net loss of subsidiary was a net gain of $8.1 million for the nine months ended September 30, 2002. The discontinuance of our
European operations in the first quarter of 2002 generated an $8.1 million reduction of minority interest in STGE. All charges related to the discontinuance of the European operations are
discussed above.

For
the three and nine months ended September 30, 2003, we recorded income tax benefits of $8.5 million and $11.7 million, respectively, and offsetting valuation
allowances of $2.0 million and $3.4 million, respectively, against the income tax benefit generated from our operating losses during the period. The resulting net income tax benefit of
$6.5 million for the three months ended September 30, 2003 resulted from an income tax refund claim of $10.9 million due to a change in Federal tax law, offset by a reserve of
$4.4 million. The net income tax benefit for the nine months ended September 30, 2003 of $8.3 million additionally resulted from the settlement of a state tax examination of
$1.8 million.

For
the three and nine months ended September 30, 2003, we recorded income tax benefits of $6.54 million and $8.295 million, respectively. The benefits result from
our ability to carryback certain of our operating losses and net operating loss carryovers and, for the nine months ended September 30, 2003, the reversal of tax reserves in the amount of
$1.8 million following the settlement of a state tax examination.

For
the nine month period ended September 30, 2002, we recorded a charge of approximately $24.5 million to establish a valuation allowance against the balance of our
deferred tax assets. The valuation allowance, which was $36.7 million at September 30, 2003, was calculated in accordance with the provisions of SFAS No. 109 which places primary
importance on our historical results of operations. Although our results in prior years were significantly affected by restructuring and other charges, our historical losses combined with the losses
incurred in the current fiscal year represent negative evidence sufficient to require a full valuation allowance under the provisions of SFAS No. 109. We may also have

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other
limitations on our ability to fully utilize our net operating losses due to the application of Section 382 of the Internal Revenue Code. As we are able to realize part or all the deferred
tax assets in future periods, we will reduce our provision for income taxes with a release of the valuation allowance in an amount that is more likely than not expected to be realized. For the three
and nine months ended September 30, 2003, the Federal income tax loss carryback allowed us to utilize $3.6 million of deferred tax assets related to operating losses and release
$3.6 million of the valuation reserve against those deferred tax assets. The majority of our net operating loss carry forwards expire in 2018 through 2022.

Liquidity and Capital Resources

As of September 30, 2003, we held $137.1 million in cash, cash equivalents, short-term investments and unrestricted cash held at our
clearing broker. We may use cash to repurchase stock from time to time depending on the market for our common stock and other factors, including the tender offer for the purchase of shares of our
common stock held by persons owning fewer than 100 shares (each, an "odd-lot stockholder") immediately before the start of trading on June 30, 2003, after adjusting to give effect
to the one-for-five reverse stock split. We paid $11.00 for each share properly tendered by an odd-lot stockholder. Odd-lot stockholders had the right
to tender their shares and withdraw tendered shares until the expiration of this tender offer at 5:00 p.m., Eastern Daylight time, on Friday, August 15, 2003. The total shares tendered
in the offer were 36,649 shares, or 1,682 accounts, with a total cost of $0.4 million. The odd-lot tender did not have a material impact on our liquidity and capital resources. We
also intend to use cash in the ongoing growth and expansion of our business.

Net
cash used in operating activities was $15.1 million for the nine months ended September 30, 2003, compared to $1.6 million during the same period in the
preceding year. Cash used in operating activities for the nine months ended September 30, 2003 resulted from a net loss of $5.3 million, offset by
non-cash adjustments of $14.4 million, a net increase in operating assets of $13.4 million and a net decrease in operating liabilities of $10.8 million. Cash used in
operating activities for the nine months ended September 30, 2002 resulted from a net loss of $59.6 million, offset by non-cash adjustments of $41.0 million, a net
decrease in operating assets of $31.8 million and a decrease in operating liabilities of $14.8 million.

Net
cash used in investing activities was $0 for the nine months ended September 30, 2003, compared to $0.2 million for the nine months ended September 30, 2002.
Cash used in investing activities for the nine months ended September 30, 2002 was the result of reimbursements received for furniture, equipment and leasehold improvements offset by purchases
of computer software.

Net
cash used in financing activities was $8.9 million for the nine months ended September 30, 2003, compared to net cash provided by financing activities of
$1.9 million for the nine months ended September 30, 2002. Cash used in financing activities for the nine months ended September 30, 2003 resulted from repurchases of common stock
of $12.2 million offset by the repayment of a note receivable from stockholder of $2.8 million and proceeds from the issuance of common stock of $0.5 million. Cash provided by
financing activities of $1.9 million for the nine months ended September 30, 2002 resulted from repurchases of common stock of $1.1 million offset by proceeds of
$3.0 million from the issuance of common stock for exercise of options.

New Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46,Consolidation of Variable Interest Entities("FIN 46"). The objective of FIN 46 is to improve financial reporting by companies involved with variable interest entities. A variable interest entity is a corporation, partnership, trust, or any
other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial
resources for the entity to support its

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activities.
FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or is
entitled to receive a majority of the entity's residual returns or both. FIN 46 also requires disclosures about variable interest entities that a company is not required to consolidate but in which it
has a significant variable interest. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. Originally for variable interest
entities created or acquired prior to February 1, 2003, the provisions of FIN 46 were to be applied for the first interim or annual period beginning after June 15, 2003. However, on
October 8, 2003, the FASB deferred the latest date by which all public entities must apply FIN 46 to the first reporting period after December 15, 2003. Certain of the disclosure
requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. We determined that we hold an interest in a
private company in the healthcare industry which is believed to be a variable interest entity that is currently accounted for under the equity method of accounting. We will not consolidate this
variable interest entity in accordance with FIN 46 as we are not subject to the majority of the risk of loss and do not receive a majority of the entity's residual return.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There has been no material change from the Item 305 information included in the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2002.

Item 4. Controls and Procedures





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PART II

Item 1Legal Proceedings

Certain claims and legal proceedings are described in the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002.
We are currently subject to claims and legal proceedings arising in the normal course of our business. We do not believe that the resolution of such legal proceedings should have a material adverse
effect on us.

Item 2Changes in Securities and Use of Proceeds

During the quarter ended September 30, 2003, we repurchased 0.5 million shares at an average price of $10.31 per share pursuant to our stock
repurchase program. This includes 36,649 shares repurchased by the Company as a result of the odd-lot tender offer at a price of $11.00 per share. As of November 7, 2003, of the
2.0 million shares authorized for repurchase by our board of directors on April 17, 2003, we have repurchased 1.1 million shares at an average price of $8.42, after giving effect
to the one-for-five reverse stock split which became effective before the start of trading on June 30, 2003.

Item 3Default upon Senior Securities

None

Item 4Submission of Matters to a Vote of Security Holders

None

Item 5Other Information

Forward-Looking Statements

Certain statements in this Form 10-Q that are not historical facts constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Statements preceded by, followed by, or that include the words "expect," "expected," "will," "may," "anticipate," "believe," and "should" involve known and
unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or those of the industry in which we operate, to be materially different from any
expected future results, performance or achievements expressed or implied in these forward-looking statements.

Additional
information regarding these and other important factors that could cause actual results to differ from those in our forward-looking statements is contained in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2002. We hereby incorporate by reference those risk factors into this Form 10-Q. Other
additional information regarding important factors that cause results to differ from those in our forward-looking statements are contained in our periodic filings with the Securities and Exchange
Commission.

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Item 6Exhibits and Reports on Form 8-K



|31.1 |  | Certification Pursuant to Exchange Act Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------
|31.2 |  | Certification Pursuant to Exchange Act Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32.1 |  | Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                
|32.2 |  | Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                





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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, in Old Greenwich, Connecticut on this 14th day of November 2003.

|Dated: November 14, 2003 |  | SOUNDVIEW TECHNOLOGY GROUP, INC.
|------------------------ |  | --------------------------------
|                         |  | By:                             
|                         |  | By:                             

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EXHIBIT INDEX

|31.1 |  | Certification Pursuant to Exchange Act Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------
|31.2 |  | Certification Pursuant to Exchange Act Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32.1 |  | Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                
|32.2 |  | Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                

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