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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 March 31, 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 Industrial 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 registrant is an accelerated filer (as defined in Rule 12-b-2 of the Exchange Act)
Yes o No o

As
of May 8, 2003, there were 107,291,339 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.                   |  | Condensed Consolidated Financial Statements                                                         |  |   
|------------------------- |  | --------------------------------------------------------------------------------------------------- |  | --
|                          |  | Condensed Consolidated Statements of Financial Condition as of March 31, 2003 and December 31, 2002 |  | 3 
|                          |  | Condensed Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002  |  | 4 
|                          |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002  |  | 5 
|                          |  | Notes to Condensed Consolidated Financial Statements                                                |  | 6 
|Item 2.                   |  | Management's Discussion and Analysis of Financial Condition and Results of Operations               |  | 16
|Item 3.                   |  | Quantitative and Qualitative Disclosures about Market Risk                                          |  | 22
|Item 4.                   |  | Controls and Procedures                                                                             |  | 22
|PART IIOther Information
|Item 1.                   |  | Legal Proceedings                                                                                   |  | 22
|Item 2.                   |  | Changes in Securities and Use of Proceeds                                                           |  | 22
|Item 3.                   |  | Default Upon Senior Securities                                                                      |  | 22
|Item 4.                   |  | Submission of Matters to a Vote of Security Holders                                                 |  | 22
|Item 5.                   |  | Other Information                                                                                   |  | 23
|Item 6.                   |  | Exhibits and Reports on Form 8-K                                                                    |  | 23
|Signatures                |  | 24                                                                                                 
|Certifications            |  | 25                                                                                                 

2

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PART I

Item 1Consolidated Financial Statements

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

|                                                                                                                                                                                                                    |                                                                                                                                                              | March 31,
2003                             |            | December 31,
2002 |            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ---------- | ----------------- | -----------
|
|ASSETS                                                                                                                                                                                                              |                                                                                                                                                              |                                            |            |                   |            
|CASH AND CASH EQUIVALENTS                                                                                                                                                                                           |                                                                                                                                                              | $                                          | 52,694,680 |                   | $          
|OTHER SHORT TERM INVESTMENTS                                                                                                                                                                                        |                                                                                                                                                              |                                            | 79,499,109 |                   |            
|RECEIVABLE FROM CLEARING BROKER                                                                                                                                                                                     |                                                                                                                                                              |                                            | 4,703,058  |                   |            
|SECURITIES OWNED, at market or fair value                                                                                                                                                                           |                                                                                                                                                              |                                            | 4,885,585  |                   |            
|INVESTMENT BANKING FEES RECEIVABLE                                                                                                                                                                                  |                                                                                                                                                              |                                            | 221,205    |                   |            
|INVESTMENTS                                                                                                                                                                                                         |                                                                                                                                                              |                                            | 15,850,709 |                   |            
|INTANGIBLE ASSETS, net of accumulated amortization of $15,806,759 and $14,788,010 at March 31, 2003 and December 31, 2002, respectively                                                                             |                                                                                                                                                              |                                            |            |                   |            
|                                                                                                                                                                                                                    |                                                                                                                                                              | Goodwill                                   |            |                   | 17,386,576 
|                                                                                                                                                                                                                    |                                                                                                                                                              | Institutional Client Relationships         |            |                   | 52,295,842 
|                                                                                                                                                                                                                    |                                                                                                                                                              | Other                                      |            |                   | 2,170,002  
|FURNITURE, EQUIPMENT, LEASEHOLD IMPROVEMENTS, COMPUTER SOFTWARE AND LICENSES, net of accumulated depreciation and amortization of $18,595,046 and $17,457,022 at March 31, 2003 and December 31, 2002,
respectively |                                                                                                                                                              |                                            | 12,484,580 |                   |            
|PREPAID EXPENSES                                                                                                                                                                                                    |                                                                                                                                                              |                                            | 1,873,956  |                   |            
|DEFERRED TAX AND OTHER ASSETS, NET                                                                                                                                                                                  |                                                                                                                                                              |                                            | 4,130,995  |                   |            
|                                                                                                                                                                                                                    |                                                                                                                                                              |                                            |            |                   |            
|                                                                                                                                                                                                                    | Total assets                                                                                                                                                 |                                            | $          | 248,196,297       |            
|                                                                                                                                                                                                                    |                                                                                                                                                              |                                            |            |                   |            
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                                |                                                                                                                                                              |                                            |            |                   |            
|LIABILITIES:                                                                                                                                                                                                        |                                                                                                                                                              |                                            |            |                   |            
|                                                                                                                                                                                                                    | Securities sold but not yet purchased, at market value                                                                                                       |                                            | $          | 160,161           |            
|                                                                                                                                                                                                                    | Accounts payable and accrued expenses                                                                                                                        |                                            |            | 5,277,164         |            
|                                                                                                                                                                                                                    | Accrued compensation                                                                                                                                         |                                            |            | 5,014,419         |            
|                                                                                                                                                                                                                    | Reserve for lease loss                                                                                                                                       |                                            |            | 17,935,411        |            
|                                                                                                                                                                                                                    | Other liabilities                                                                                                                                            |                                            |            | 8,823,749         |            
|                                                                                                                                                                                                                    |                                                                                                                                                              |                                            |            |                   |            
|                                                                                                                                                                                                                    |                                                                                                                                                              | Total liabilities                          |            |                   | 37,210,904 
|                                                                                                                                                                                                                    |                                                                                                                                                              |                                            |            |                   |            
|STOCKHOLDERS' EQUITY:                                                                                                                                                                                               |                                                                                                                                                              |                                            |            |                   |            
|                                                                                                                                                                                                                    | Preferred Stock, $.001 par value, 30,000,000 shares authorized, no shares outstanding at March 31, 2003 and December 31, 2002                                |                                            |            |                  |            
|                                                                                                                                                                                                                    | Common Stock, $.01 par value, 500,000,000 shares authorized, 132,577,748 and 133,159,630 shares issued at March 31, 2003 and December 31, 2002, respectively |                                            |            | 1,325,777         |            
|                                                                                                                                                                                                                    | Common Stock, Class B, $.01 par value, 75,000,000 shares authorized, no shares outstanding at March 31, 2003 and December 31, 2002                           |                                            |            |                  |            
|                                                                                                                                                                                                                    | Additional paid-in capital                                                                                                                                   |                                            |            | 909,038,925       |            
|                                                                                                                                                                                                                    | Accumulated deficit                                                                                                                                          |                                            |            | (626,608,681      | )          
|                                                                                                                                                                                                                    | Notes receivable from stockholders                                                                                                                           |                                            |            | (5,750,451        | )          
|                                                                                                                                                                                                                    | Deferred compensation                                                                                                                                        |                                            |            | (14,920,912       | )          
|                                                                                                                                                                                                                    | Treasury Stock, at cost, 24,670,343 and 28,045,520 shares at March 31, 2003 and December 31, 2002, respectively                                              |                                            |            | (52,099,265       | )          
|                                                                                                                                                                                                                    |                                                                                                                                                              |                                            |            |                   |            
|                                                                                                                                                                                                                    |                                                                                                                                                              | Total stockholders' equity                 |            |                   | 210,985,393
|                                                                                                                                                                                                                    |                                                                                                                                                              |                                            |            |                   |            
|                                                                                                                                                                                                                    |                                                                                                                                                              | Total liabilities and stockholders' equity |            | $                 | 248,196,297
|                                                                                                                                                                                                                    |                                                                                                                                                              |                                            |            |                   |            

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 MONTHS ENDED MARCH 31, 2003 AND 2002

|                                                                       |                                                | Three Months Ended March 31, |           
|---------------------------------------------------------------------- | ---------------------------------------------- | ---------------------------- | ----------
|
|
|REVENUES:                                                              |                                                |                              |           
|                                                                       | Brokerage                                      |                              | $         
|                                                                       | Investment banking                             |                              |           
|                                                                       | Interest and investment income                 |                              |           
|                                                                       | Asset management fees                          |                              |           
|                                                                       | Loss on investments                            |                              |           
|                                                                       |                                                |                              |           
|                                                                       |                                                | Total revenues               |           
|                                                                       |                                                |                              |           
|EXPENSES:                                                              |                                                |                              |           
|                                                                       | Compensation and benefits                      |                              |           
|                                                                       | Brokerage and clearance                        |                              |           
|                                                                       | Amortization of intangible assets and goodwill |                              |           
|                                                                       | Impairment of intangible asset                 |                              |           
|                                                                       | Communications and technology                  |                              |           
|                                                                       | Marketing and business development             |                              |           
|                                                                       | Occupancy                                      |                              |           
|                                                                       | Depreciation and amortization                  |                              |           
|                                                                       | Professional services                          |                              |           
|                                                                       | Loss from consolidation of office space        |                              |           
|                                                                       | Discontinuance of European operations          |                              |           
|                                                                       | Other                                          |                              |           
|                                                                       |                                                |                              |           
|                                                                       |                                                | Total expenses               |           
|                                                                       |                                                |                              |           
|Loss from operations                                                   |                                                |                              | (3,449,465
|Income tax benefit                                                     |                                                |                              |          
|                                                                       |                                                |                              |           
|Loss before minority interest                                          |                                                |                              | (3,449,465
|                                                                       | Minority interest in net loss of subsidiary    |                              |           
|                                                                       |                                                |                              |           
|Net loss                                                               |                                                | $                            | (3,449,465
|                                                                       |                                                |                              |           
|Net loss per share:                                                    |                                                |                              |           
|                                                                       | Basic                                          |                              | $         
|                                                                       | Diluted                                        |                              | $         
|Weighted average shares used in the computation of net loss per share: |                                                |                              |           
|                                                                       | Basic                                          |                              |           
|                                                                       | Diluted                                        |                              |           

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 THREE MONTHS ENDED MARCH 31, 2003 AND 2002

|                                                  |                                                                                                   | Three Months Ended March 31,          |                                                           
|------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ------------------------------------- | ----------------------------------------------------------
|
|
|CASH FLOWS FROM OPERATING ACTIVITIES:             |                                                                                                   |                                       |                                                           
|                                                  | Net loss                                                                                          |                                       | $                                                         
|                                                  | Adjustments to reconcile net loss to net cash used in operating activities                       |                                       |                                                           
|                                                  |                                                                                                   |                                       | Deferred tax benefit                                      
|                                                  |                                                                                                   |                                       | Depreciation and amortization                             
|                                                  |                                                                                                   |                                       | Impairment of intangible asset                            
|                                                  |                                                                                                   |                                       | Non-cash net gain on discontinuance of European operations
|                                                  |                                                                                                   |                                       | Loss from consolidation of office space                   
|                                                  |                                                                                                   |                                       | 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                                                                       |                                       |                                                           
|                                                  | Payments (net of 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 financing activities                 
|                                                  |                                                                                                   |                                       |                                                           
|                                                  |                                                                                                   |                                       | Net decrease in cash and cash equivalents                 
|Cash and cash equivalents, beginning of period    |                                                                                                   |                                       | 72,863,574                                                
|                                                  |                                                                                                   |                                       |                                                           
|Cash and cash equivalents, end of period          |                                                                                                   | $                                     | 52,694,680                                                
|                                                  |                                                                                                   |                                       |                                                           
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |                                                                                                   |                                       |                                                           
|                                                  | Cash paid during the period for taxes                                                             |                                       | $                                                         
|NON-CASH TRANSACTIONS:                            |                                                                                                   |                                       |                                                           
|                                                  | Issuances of restricted stock to employees, net of forfeitures                                    |                                       |                                                           

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

5

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SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  MARCH 31, 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") and SoundView Ventures Corp. ("SoundView Ventures").

The
Company is a research driven technology-focused securities firm that provides services to an institutional and issuer client base. The Company produces comprehensive
sell-side research on over 160 technology companies. The Company's brokerage operations provide a variety of sales and trading services to institutional investors. 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 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 subsidiary STGE. Material intercompany balances and transactions have been eliminated in consolidation.

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

6

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institutions
which are invested in non-interest bearing accounts ($6.1 million), money market instruments ($34.1 million) and short-term commercial paper
($12.5 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."

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, 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.

7

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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 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 accompanying gains or losses included in
loss on investments in the statements of operations.

Lease Loss

The Company records a loss reserve for the impairment of its obligations under certain of its operating leases for unoccupied office space when estimated expected
future cash flows are not sufficient to cover the lease obligation for the remainder of the lease term because its lease commitment exceeds the expected sublease payments from the leased property or
because of the time frame the Company estimates for sublease.

Stock Based Compensation

In December 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 148, Accounting for
Stock-Based CompensationTransition and Disclosure, an amendment of FASB Statement No. 123. SFAS No. 148
provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and
the effect of the method used on reported results. The disclosure requirements of SFAS No. 148 are effective for fiscal years ending after December 15, 2002 and for interim periods
beginning after December 15, 2002.

As
permitted by SFAS No. 123,Accounting for Stock-Based Compensation, the Company has accounted for options granted to employees
using the intrinsic value method prescribed by Accounting Practice Bulletin ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees." 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.

8

---

If
the Company had recorded compensation expense for its stock options granted for the three months ended March 31, 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 March 31,2003

2002Net loss, as reported

$
(3,449,465
)
$
(19,225,528
)Add stock-based employee compensation included in reported net loss, net of related tax effects


1,608,995


2,326,719Deduct total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects


(2,379,008
)

(3,226,182
)Pro forma net loss

$
(4,219,478
)
$
(20,124,991
)Net loss per common share:Basic-as reported

$
(0.04
)
$
(0.20
)Basic-pro forma

$
(0.05
)
$
(0.21
)Diluted-as reported

$
(0.04
)
$
(0.20
)Diluted-pro forma

$
(0.05
)
$
(0.21
)


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 June 2002, the FASB issued SFAS No. 146,Accounting for Costs Associated with Exit or Disposal
Activities. This statement addresses financial accounting and reporting for costs associated with exit or disposal activities. The provisions of SFAS 146 are effective
for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The Company does not believe that the implementation of SFAS 146 will have
a material impact on its consolidated financial statements.

In
November 2002, the FASB issued Interpretation No. 45,Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others("FIN 45"). Guarantees meeting the characteristics described in FIN 45 are required to be initially recorded at fair value, which is
different from the general current practice of recording a liability only when a loss is probable and reasonably estimable, as those terms are defined in FASB Statement No. 5, Accounting for Contingencies. FIN 45 also requires a guarantor to make significant new disclosures for virtually all guarantees even when the likelihood
of the guarantor's having to make payments under the guarantee is remote. FIN 45's disclosure requirements are effective for financial statements of interim or annual periods ending after
December 15, 2002. FIN 45's initial recognition and initial measurement provisions

9

---

are
applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year-end.

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 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 the company is not required to
consolidate but in which it has a
significant variable interest. The consolidation requirements of Interpretation 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning after June 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. As of March 31, 2003, the Company has not yet determined what effect, if any, FIN 46 will have on its
consolidated financial statements.

3.     SECURITIES OWNED

March 31,
2003

December 31,
2002Equity securities

$
807,820

$
276,045Certificates of deposit


4,077,765


4,077,765$
4,885,585

$
4,353,810


As
of March 31, 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 $8.5 million for the three months ended March 31, 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 activity for unoccupied office space during the quarter ended March 31, 2003:

Balance, December 31, 2002

$
19,080,636Charges against reserve


(1,145,225
)Balance, March 31, 2003

$
17,935,411


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

10

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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 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
three months ended March 31, 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 2002, the Company recorded an impairment charge of $2.5 million related to these assets.

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 months ended March 31, 2003 and 2002.

Intangible
assets subject to amortization under SFAS No. 142 at March 31, 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 March 31, 2003 and
December 31, 2002:

March 31,
2003

December 31,
2002Institutional Client Relationships:Gross carrying amount

$
65,200,000

$
65,200,000Accumulated amortization


(12,904,158
)

(11,885,409
)Net carrying amount

$
52,295,842

$
53,314,591Investment Advisory Contract:Gross carrying amount

$


$
3,700,000Accumulated amortization





(2,569,445
)Impairment charge





(1,130,555
)Net carrying amount

$


$
Non-Compete Agreements:Gross carrying amount

$


$
4,200,000Accumulated amortization





(2,800,000
)Impairment charge





(1,400,000
)Net carrying amount

$


$



11

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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 benefit for the three-month periods ended March 31, 2003 and 2002 are as follows:

Three Months Ended
March 31,2003

2002Current:Federal

$


$
State and local








Deferred:Federal





(5,587,195
)State and local





(119,745
)


(5,706,940
)Net income tax benefit

$


$
(5,706,940
)


The
effective income tax rate differs from the amount computed by applying the federal statutory income tax rate because of the effect of state and local taxes and certain nondeductible
expenses, including amortization of intangible assets. For the three months ended March 31, 2003, the difference is additionally attributable to the establishment of a valuation allowance
against the net deferred tax asset balance.

12

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For the three months ended March 31, 2003, the Company recorded a valuation allowance of $0.6 million against the income tax benefit generated from the Company's operating
losses during the period. The valuation allowance was calculated in accordance with the provisions of SFAS No. 109,Accounting for Income Taxes,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 109. If 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 which is more likely than not expected to be realized. The majority of the Company's net operating loss carryforwards totaling $37.2 million expire in 2018 through 2022.

7.     EMPLOYEE BENEFIT PLANS AND OTHER COMPENSATION

Stock Incentive Plan

The Company has adopted a stock incentive plan (the "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 March 31, 2003, the Company had 14,463,822 outstanding options with a range of exercise prices between $0.60 and $34.88 per share and a weighted average exercise price of
$2.44.

8.     WARRANTS OUTSTANDING

As of March 31, 2003 and December 31, 2002, the Company had 5,744,255 outstanding warrants with a range of exercise prices between $1.43 and $5.57.
These warrants are exercisable for 106,960 shares of common stock and 5,637,295 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. These
leases include scheduled rent increases and have various expirations ranging from 2006 to 2011.

The
Company is obligated under four leases for office space that it does not occupy. Included in the table below are commitments for one of those leases in San Francisco, California
totaling $7.2 million, however sublease payments for the life of the lease totaling $7.6 million are not included as an offset to the future minimum payments. Also included in the table
below are future commitments of $23.5 million related to another lease in San Francisco, California for unoccupied office space. Additionally, due to the discontinuance of the Company's
European operations in the first quarter of 2002, the Company is no longer occupying its office space in London. Two floors of the space included in that 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 $3.9 million covered under the assignment is not included in the table below. The third floor included in the London lease, for a total commitment of $2.2 million
through 2010, is included in the table below; however, sublease payments for that space totaling $490,000 through 2006 are not included as an offset to the future

13

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minimum
payments. As of March 31, 2003, the Company has recorded $17.9 million in reserves for the decline in market value of the leases mentioned above.

Future
lease commitments for the remainder of 2003, the succeeding four years and thereafter are as follows:

Minimum Lease
ObligationRemainder of 2003

$
6,537,9012004


9,040,7282005


9,319,1782006


8,111,6702007


6,587,055Thereafter


19,352,559


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 million as a limited partner in Dawntreader Fund II LP, which is managed by the Company's Venture Capital Fund Group. As of March 31, 2003,
there is approximately $3.9 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 $10.4 million for the year ended December 31, 2003.

10.   DISCONTINUANCE OF EUROPEAN OPERATIONS

For the three months ended March 31, 2002, the Company reported a $6.3 million charge for severance and other costs associated with closing STGE's
operations. This charge was offset by an $8.1 million gain from the elimination, in March 2002, of the minority interest liability in STGE due to a third party for a nominal amount.

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 March 31, 2003 and December 31, 2002,
STC had net capital of $99.1 million and $99.3 million, respectively, which was $98.2 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 March 31, 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
agreement between STC and the clearing broker which requires, among other things, for the clearing

14

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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:

|                             |                                                                                  | Three Months Ended
March 31,
|---------------------------- | -------------------------------------------------------------------------------- | ----------------------------
|
|Shares used in computations: |                                                                                  |                             
|                             | Weighted average common shares used in computation of basic net loss per share   |                             
|                             | Dilutive effect of common stock equivalents                                      |                             
|                             |                                                                                  |                             
|                             | Weighted average common shares used in computation of diluted net loss per share |                             
|                             |                                                                                  |                             

Because
the Company reported a net loss for these periods, 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 324,856 shares and 7,019,855 shares for the three month periods ended March 31, 2003 and 2002, respectively, included in the calculation of diluted earnings per share.

15

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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") and SoundView Ventures Corp.

SoundView
is a research driven, technology-focused securities firm. SoundView produces comprehensive sell-side research on over 160 technology companies. Our brokerage
operations provide a variety of sales and trading services to institutional investors. We leverage our technology expertise through a sales force which has a comprehensive understanding of the complex
and diverse technologies involved in technology-focused investing. 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.

Current Market Environment

As a research driven technology-focused securities firm, 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 continue to
operate under unfavorable market conditions that prevailed throughout 2002 and extended into 2003 as a result of uncertainty regarding the extent of the global economic slowdown and weakness in the
technology sector. 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. Market
uncertainty continues and it is not clear that the equity markets will become active again for initial public offerings on terms acceptable to prospective technology issuers and when or whether we
will experience a related increase in revenue from public investment banking activity. We continue to advise on private equity financings as well as merger and acquisition activity but we continue to
experience a slowdown in these areas.

16

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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
the Company's expenses, such as employee compensation, office space leasing costs and communications charges, which may not be readily recoverable in the price of services offered by the Company. To
the extent inflation results in rising interest rates or has other adverse effects upon the securities markets, it may adversely affect the Company's financial position and results of operations in
certain businesses.

Results of Operations for the Three Months Ended March 31, 2003 as Compared to the Three Months Ended March 31, 2002

Revenues

Total revenues for the three months ended March 31, 2003 decreased 18.7% to $23.6 million from $29.0 million for the three months ended
March 31, 2002. The decrease was primarily attributable to decreases in brokerage revenue and investment-banking revenue, partially offset by a slight increase in interest and investment income
and a decrease in loss from investments.

Brokerage
revenue for the three months ended March 31, 2003 was $20.0 million, compared to $25.2 million for the three months ended March 31, 2002,
representing a decrease of 20.7%. The decrease was the result of decreased market activity resulting from weakness in the equity markets. The move to decimal trading in the Nasdaq Stock Market, which
began in April 2001, resulted in narrowed bid-ask spreads and smaller price increments and, as a result, an overall decrease in trading revenue earned from our market making
operations. To compensate for the narrowing of bid ask spreads, in April 2001, we began charging commissions on certain Nasdaq trades. The increased willingness of our clients to pay
commissions for Nasdaq trades has helped stabilize our brokerage revenue. However, the level of commissions is a matter of negotiation and is subject to downward pressure.

Investment
banking revenue for the three months ended March 31, 2003 was $1.7 million, compared to $4.0 million for the three months ended March 31, 2002,
representing a decrease of 57.8%. 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 in 2003 as compared to 2002 was attributable to unfavorable issuing conditions for technology companies, which includes lower market
valuations and general market and economic uncertainty. So long as the stability of the public equity markets remains uncertain and mergers and acquisitions activity remains slow, we do not expect
that investment banking revenue will increase significantly and could decrease if the environment for capital markets and merger and acquisitions does not improve.

Interest
and investment income for the three months ended March 31, 2003 was $1.2 million, compared to $0.9 million for the three months ended March 31, 2002,
representing an increase of 32.7%. 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 three
months of 2003 and 2002, our average monthly cash balance (includes other short term investments) was $130.0 million and $154.1 million, respectively. Our interest and investment income
increased in the first quarter of 2003 compared to the same period in 2002 as a result of interest earned on the repayment of a note receivable from a former officer, offset by decreased interest
income earned on our cash balance.

Asset
management fees for the three months ended March 31, 2003 were $1.43 million compared to $1.40 million for the three months ended March 31, 2002,
representing an increase of 2.4%. This revenue is calculated as a percentage of capital commitments of the funds under our management. Asset management fees earned in the first three months of 2003
and 2002 were relatively consistent as there have been no significant changes in the capital commitments under each fund.

17

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Loss
on investments for the three months ended March 31, 2003 was $0.7 million, compared to a loss of $2.5 million for the three months ended March 31, 2002,
representing a decrease of 70.8%. The decrease in this loss primarily consisted of lesser decreases in the fair value of private equity investments. As of March 31, 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 March 31, 2003 were $27.0 million, compared to $62.0 million for the three months ended
March 31, 2002. This represents a 56.4% decrease that was attributable to decreases in all expense categories, primarily compensation and benefits expense, loss on consolidation of office space
and the charge for discontinuance of European operations and to a lesser extent, communications and technology expense, the charge for impairment of intangible asset and brokerage and clearance
expense.

Compensation
and benefits expense for the three months ended March 31, 2003 was $15.4 million, compared to $27.2 million for the three months ended March 31,
2002, representing a decrease of 43.4%. Compensation and benefits expense consists of salaries, bonuses, amortization of restricted stock awards and other benefits paid or provided to the Company's
employees. The decrease in compensation and benefits expense from the first quarter of 2003 compared to 2002 primarily related to lower incentive compensation accrued due to the expiration of certain
guaranteed contracts as well as lower revenues and a decrease in severance and other charges recorded in the first three months of 2002 related to the decrease in personnel from 305 as of
December 31, 2001 to 240 as of March 31, 2002. The decrease in our headcount during the first three months of 2002 resulted primarily from 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 March 31, 2003 was 224.

Brokerage
and clearance expense for the three months ended March 31, 2003 was $3.3 million, compared to $4.3 million for the three months ended March 31,
2002, representing a decrease of 24.2%. This expense primarily consists of fees paid to independent floor brokers on the New York Stock Exchange for the execution of institutional customer agency
trades, as well as amounts paid to our clearing broker for processing and clearing customers' trades. The decrease in brokerage and clearance expense for the quarter ended March 31, 2003
compared to March 31, 2002 resulted from decreased brokerage revenue and lower clearing fees achieved through negotiations with our clearing broker. We expect our brokerage and clearance
expense to fluctuate to the extent we experience an increase or decrease in related commission revenue.

Amortization
of intangible assets and goodwill decreased to $1.0 million for the three months ended March 31, 2003 from $1.5 million for the three months ended
March 31, 2002, representing a decrease of 31.5%. 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 by the Company 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 SFAS No. 144,Accounting for the Impairment or Disposal of
Long-Lived Assets.

18

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For
the three month period ended March 31, 2003, we recorded no charge for impairment of intangible and other assets compared to a charge of $1.1 million for the three
months ended March 31, 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. 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.

Communications
and technology expense for the three months ended March 31, 2003 was $1.8 million, compared to $4.2 million for the three months ended
March 31, 2002, representing a decrease of 56.1%. 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 three months ended March 31, 2002 to 2003, 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 three months of 2002 to terminate a contract.

Marketing
and business development expense for the three months ended March 31, 2003 was $1.0 million, compared to $1.8 million for the three months ended
March 31, 2002, representing a decrease of 47.1%. 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 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.

Occupancy
expense for the three months ended March 31, 2003 was $1.6 million, compared to $2.2 million for the three months ended March 31, 2002, representing
a decrease of 28.1%. 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.

Depreciation
and amortization expense for the three months ended March 31, 2003 was $1.1 million, compared to $2.0 million for the three months ended
March 31, 2002, representing a decrease of 43.6%. Depreciation and amortization 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.

Professional
services expense for the three months ended March 31, 2003 was $1.1 million, compared to $1.6 million for the three months ended March 31, 2002,
a decrease of 30.1%. 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 from 2002 to 2003 was primarily attributable to reductions in Gartner Inc. and Giga Information Group fees as well as a decrease in
recruiting fees.

Loss
from consolidation of office space was $8.5 million for the three months ended March 31, 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

19

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headcount,
which we believed would increase the likelihood of sublease for the unoccupied portion. Accordingly, 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, CT, which expired in March 2003.

The
discontinuance of our 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.

Other
expenses for the three months ended March 31, 2003 were $0.7 million, compared to $1.3 million for the three months ended March 31, 2002, representing a
decrease of 46.2%. 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 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 three months ended March 31, 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 months ended March 31, 2003 and 2002, we recorded a net income tax benefit of $0.0 million and $5.7 million, respectively. We record a provision or
benefit for income taxes based on our estimated taxable income and periodically assess the need for valuation allowances based on our estimation of future taxable earnings. Our effective tax rate
differs from the Federal statutory rate as a result of state and local income taxes and the recording of a valuation allowance. For the three months ended March 31, 2003, we recorded an income
tax benefit of $0.6 million and an offsetting valuation allowance of $0.6 million to augment our existing valuation allowance against the net balance of our deferred tax assets, which
resulted primarily from net operating loss carryforwards. The valuation allowance at March 31, 2003 was $39.8 million. The valuation allowance was calculated in accordance with the
provisions of SFAS No. 109,Accounting for Income Taxes,which places primary importance on
our historical results of operations. Although management believes our results in prior years were significantly affected by restructuring and other charges, our historical losses and losses incurred
in the current fiscal year represented negative evidence sufficient to require a full valuation allowance under the provisions of SFAS 109. We believe that our future results of operations will
generate taxable income sufficient to realize the net deferred tax assets, but our belief does not satisfy the requirement for objective evidence under SFAS No. 109 to support the carrying
value of the asset. If 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 which is more likely than not expected to be realized.

Liquidity and Capital Resources

As of March 31, 2003, we had $136.9 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; however, we do not currently anticipate any capital expenditures or
investments in 2003 that would bring our cash balance significantly below its current level.

20

---

Net
cash used in operating activities was $20.9 million for the three months ended March 31, 2003, compared to $42.4 million during the same period in the preceding
year. Cash used in operating activities for the three months ended March 31, 2003 was primarily from a net loss of $3.4 million, offset by non-cash adjustments of
$5.3 million, a net increase in operating assets of $0.4 million and a decrease in operating liabilities of $22.4 million. Cash used in operating activities for the three months
ended March 31, 2002 was primarily from a net loss of $19.2 million, offset by non-cash adjustments of $9.8 million, a net increase in operating assets of
$12.4 million, and a decrease in operating liabilities of $20.5 million.

Net
cash used in investing activities was $0.0 million for the three months ended March 31, 2003, compared to $0.8 million for the three months ended
March 31, 2002. Cash used in investing activities for the three months ended March 31, 2002 was primarily the result of purchases of furniture, equipment and leasehold improvements.

Net
cash provided by financing activities was $0.7 million for the three months ended March 31, 2003, compared to $2.2 million for the three months ended
March 31, 2002. Cash provided by financing activities for the three months ended March 31, 2003 resulted from the repayment of a note receivable from stockholder of $2.8 million
and proceeds from the issuance of common stock offset by repurchases of common stock of $2.1 million. Cash provided by financing activities for the three months ended March 31, 2002
resulted primarily from proceeds received from the issuance of common stock for exercise of options.

New Accounting Pronouncements

In June 2002, the FASB issued SFAS No. 146,Accounting for Costs Associated with Exit or Disposal
Activities("SFAS 146"). This statement addresses financial accounting and reporting for costs associated with exit or disposal activities. The provisions of
SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. We do not believe that the implementation of
SFAS 146 will have a material impact on our consolidated financial statements.

In
November 2002, the FASB issued Interpretation No. 45,Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others("FIN 45"). Guarantees meeting the characteristics described in the Interpretation are required to be initially recorded at fair value,
which is different from the general current practice of recording a liability only when a loss is probable and reasonably estimable, as those terms are defined in FASB Statement No. 5, Accounting for
Contingencies. FIN 45 also requires a guarantor to make significant new disclosures for virtually all guarantees even when the likelihood
of the guarantor's having to make payments under the guarantee is remote. FIN 45's disclosure requirements are effective for financial statements of interim or annual periods ending after
December 15, 2002. The Interpretation's initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31,
2002, irrespective of the guarantor's fiscal year-end. We do not believe that the implementation of FIN 45 will have a material impact on our consolidated financial statements.

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 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 entitled to receive a majority of the entity's residual returns or both. FIN 46 also requires disclosures about variable interest entities that the company is not required to
consolidate but in which it has a significant variable interest. The consolidation requirements of Interpretation 46 apply immediately to variable

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interest
entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 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. As of March 31, 2003, we
have not yet determined what effect, if any, FIN 46 will have on our consolidated financial statements.

Item 3Quantitative and Qualitative Disclosures about Market Risk

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

Item 4Controls and Procedures







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 March 31, 2003, we repurchased 1.5 million shares at an average price of $1.25 pursuant to our stock repurchase program. On
April 17, 2003 our board of directors authorized an increase in our buyback program from 4.6 million shares to 10.0 million shares. As of May 8, 2003, we have repurchased
2.7 million shares at an average price of $1.39.

Item 3Default upon Senior Securities

None

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

None

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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 & Exchange
Commission.

Item 6Exhibits and Reports on Form 8-K

|(a)  |  | Exhibits:                                                                                                                                                                                                                                                                                                                              
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.1 |  | Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                  
|99.2 |  | Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                  
|(b)  |  | Reports on Form 8-K:                                                                                                                                                                                                                                                                                                                   
|     |  | On April 23, 2003, we filed a current report on Form 8-K which included, as an exhibit, the press release dated April 22, 2003 in which we reported results for the quarter ended March 31, 2003 and
announced that a one for five reverse stock split would be presented for stockholder approval at our annual shareholders' meeting.

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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 15th day of May 2003.

|Dated: May 15, 2003 |  | SOUNDVIEW TECHNOLOGY GROUP, INC.
|------------------- |  | --------------------------------
|                    |  | By:                             
|                    |  | By:                             

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CERTIFICATION

I,
Mark F. Loehr, certify that:

|Dated: May 15, 2003 |  | SOUNDVIEW TECHNOLOGY GROUP, INC.
|------------------- |  | --------------------------------
|                    |  | By:                             

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CERTIFICATION

I,
Gerard P. Maus, certify that:

|Dated: May 15, 2003 |  | SOUNDVIEW TECHNOLOGY GROUP, INC.
|------------------- |  | --------------------------------
|                    |  | By:                             

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