<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               (Mark One)

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

                For the quarterly period ended: December 31, 2000

                                       OR

          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                 For the transition period from _____ to ______

                         Commission file number: 1-14897

                             A.B. Watley Group Inc.
             (Exact name of registrant as specified in its charter)

Delaware                                                13-3911867
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization )                     Identification No.)

                       40 Wall Street, New York, NY 10005
                    (Address of principal executive offices)
                                   (zip code)

                                 (212) 422-1100
              (Registrant's telephone number, including area code)

        -----------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since
                                  last report)

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

The number of shares outstanding of the issuer's common stock, par value $.001
per share, as of February 7, 2001 was 8,823,090.


<PAGE>




                             A. B. Watley Group Inc.

Index

PART I - FINANCIAL INFORMATION                                             Page

    Item 1. Financial Statements.

    Consolidated Statements of Financial
              Condition December 31, 2000 (Unaudited) and
              September 30, 2000                                              3

    Consolidated Statements of Operations
              Three months ended December 31, 2000 and 1999 (Unaudited)       4

    Consolidated Statements of Cash Flows
              Three months ended December 31, 2000
              and 1999 (Unaudited)                                            5

   Notes to Consolidated Financial Statements (Unaudited)                     6

   Item 2. Management's Discussion and Analysis
   of Financial Condition and Results of Operations                           7

   Item 3. Quantitative and Qualitative Disclosures About Market Risk         9

PART II - OTHER INFORMATION

   Item 6. Exhibits and Reports on Form 8-K                                  10

Signatures                                                                   11

                                        2


<PAGE>



PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements.

                             A. B. Watley Group Inc.
                 Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
                                                                                     December 31, 2000     September 30, 2000
                                                                                        (unaudited)
<S>                                                                                  <C>                   <C>
ASSETS
Cash and cash equivalents                                                               $      2,256,388      $      5,090,083
Restricted cash                                                                                  539,815               531,432
Securities owned at market value                                                                 282,310               391,161
Receivables from clearing brokers                                                              1,969,985             1,119,909
Property and equipment net of accumulated depreciation
     of $4,200,841 and $2,929,737 at December 31, 2000 and
     September 30, 2000, respectively                                                         18,988,101            18,523,320
Investments                                                                                      659,445               728,614
Loans receivable from related party                                                              129,616               128,071
Other assets                                                                                   2,442,978             2,520,054
                                                                                    ------------------------------------------
Total assets                                                                            $     27,268,638      $     29,032,644
                                                                                    ===========================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Subordinated borrowings                                                                 $        350,000      $        350,000
Subordinated borrowings from officer                                                             180,000                55,000
Notes payable to officers                                                                      4,825,000             3,625,000
Securities sold not yet purchased                                                                111,855               180,993
Notes payable, net of unamortized discounts of $107,452 and 127,533 at
      December 31, 2000 and September 30, 2000, respectively                                   1,445,603             1,728,261
Bank loan                                                                                              -                 3,333
Deferred rent incentives                                                                       1,568,335             1,399,554
Accounts payable and accrued liabilities                                                       6,475,073             7,063,840
Other liabilities                                                                              2,315,083             2,448,877
                                                                                    -------------------------------------------
Total liabilities                                                                             17,270,949            16,854,858
                                                                                    -------------------------------------------

STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 20,000,000 shares authorized at                                     8,823                 8,798
     December 31, 2000 and September 30, 2000, respectively, 8,823,090 and
     8,798,090 issued and outstanding at December 31, 2000 and September 30,
     2000, respectively
Additional paid-in capital                                                                    24,877,048            24,814,573
Option costs, net                                                                                (86,331)              (93,331)
Accumulated deficit                                                                          (14,801,851)          (12,552,254)
                                                                                    -------------------------------------------
Total stockholders' equity                                                                     9,997,689            12,177,786
                                                                                    -------------------------------------------
Total liabilities and stockholders' equity                                              $     27,268,638      $     29,032,644
                                                                                    ===========================================
</TABLE>


                                        3


<PAGE>




                             A. B. Watley Group Inc.
                      Consolidated Statements of Operations
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                               December 31,         December 31,
                                                                                  2000                 1999
                                                                                  -----                ----
<S>                                                                             <C>                  <C>
Revenues:
Commissions                                                                     $     6,186,528      $    6,643,623
Data service revenues                                                                   433,692             513,046
Principal transactions                                                                1,088,355           1,040,694
Interest and other income                                                               511,574             345,178
Interest income - related party                                                           1,545               1,545
                                                                          ------------------------------------------
Total revenues                                                                        8,221,694           8,544,086

Interest expense                                                                        124,993              64,621
Interest expense - related party                                                         71,358               3,750
                                                                          ------------------------------------------
Net revenues                                                                          8,025,343           8,475,715
                                                                          ------------------------------------------


Expenses:
Commissions, floor brokerage and clearing charges                                     2,802,919           3,292,256
Employee compensation and related costs                                               2,998,861           2,346,089
Communications                                                                          487,505             451,456
Business development                                                                    811,557           1,348,940
Professional services                                                                   224,774             554,190
Occupancy and equipment costs                                                         1,375,542           1,131,439
Depreciation and amortization                                                         1,276,046             236,221
Other expenses                                                                          183,606             160,537
                                                                          ------------------------------------------
Total expenses                                                                       10,160,810           9,521,128
                                                                          ------------------------------------------

Loss before income tax                                                              (2,135,467)         (1,045,413)

Loss on investments                                                                      99,169                   -
                                                                          ------------------------------------------

Loss before income tax                                                               (2,234,636)         (1,045,413)

Income tax provision                                                                     14,961              10,560
                                                                          ------------------------------------------

Net loss                                                                        $    (2,249,597)     $   (1,055,973)
                                                                          ==========================================

Basic and diluted earnings per share                                            $         (0.26)     $        (0.13)
                                                                          ==========================================

Weighted average shares outstanding                                                   8,806,716           7,931,745
                                                                          ==========================================
</TABLE>


                                        4


<PAGE>



                             A. B. Watley Group Inc.
                      Consolidated Statements of Cash Flow
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                              Three Months Ended
                                                                                   December 31, 2000         December 31, 1999
                                                                                   -----------------         -----------------
<S>                                                                                   <C>                    <C>
Cash flows from operating activities
Net loss                                                                              $     (2,249,597)      $     (1,055,973)
Adjustments to reconcile net loss to net cash (used in)
   operating activities:
              Non-compensation/service costs                                                     8,250                 23,152
              Depreciation and amortization                                                  1,276,045                236,221
              Loss on investments                                                               99,169
              Changes in assets and liabilities:
              (Increase) decrease in operating assets:
                          Restricted cash                                                       (8,383)                (6,726)
                          Securities owned                                                     108,851                 19,261
                          Receivables from clearing brokers                                   (850,076)              (371,780)
                          Loans receivable from related party                                   (1,545)                 6,568
                          Other assets                                                          70,885               (481,642)
              Increase (decrease) in operating liabilities:
                          Securities sold, not yet purchased                                   (69,138)               (25,667)
                          Accounts payable and accrued liabilities                          (1,293,968)               573,655
                          Other liabilities                                                     11,190                 74,705
                                                                                 ---------------------------------------------
Net cash used in operating activities                                                       (2,898,317)            (1,008,226)
                                                                                 ---------------------------------------------

Cash flows used in investing activities
Purchases of property and equipment, net                                                    (1,077,660)            (1,270,013)
Investments                                                                                    (30,000)                   --
Deferred rent incentives                                                                       215,757                565,209
                                                                                 ---------------------------------------------
Net cash used in investing activities                                                         (891,903)              (704,804)
                                                                                 ---------------------------------------------

Cash flows from financing activities
Proceeds from exercised stock options                                                           62,500                    --
Repayment of notes payable                                                                    (282,658)              (220,747)
Proceeds from notes payable to officer                                                       1,325,000                    --
Payment of lease obligations under capital leases                                             (144,984)                   --
Repayment of bank loan                                                                          (3,333)               (10,000)
                                                                                 ---------------------------------------------
Net cash provided by (used in) financing activities                                            956,525               (230,747)
                                                                                 ---------------------------------------------
Net decrease in cash and cash equivalents                                                   (2,833,695)            (1,943,777)
Cash and cash equivalents at beginning of period                                             5,090,083              9,298,822
                                                                                 =============================================
Cash and cash equivalents at end of period                                             $     2,256,388        $     7,355,045
                                                                                 =============================================

Supplemental non-cash financing activities
              and disclosure of cash flow information
Accounts payable for purchases of property and equipment                                      $705,201             $2,031,670
Cash paid for:
              Interest                                                                        $104,436                $59,954
              Taxes                                                                             14,961                 40,141

</TABLE>

                                        5
<PAGE>

                             A.B. Watley Group Inc.

                   Notes to Consolidated Financial Statements

                                   (UNAUDITED)

1. Organization and Basis of Presentation

A.B. Watley Group Inc. ("ABWG" or the "Company"), which was formerly known as
Internet Financial Services Inc., conducts business primarily through its
principal subsidiary, A. B. Watley, Inc. ("A.B. Watley"). A.B. Watley is a
registered broker-dealer under the Securities Exchange Act of 1934 and is a
member of the National Association of Securities Dealers, Inc. ABWG is a
Delaware corporation organized May 15, 1996.

A.B. Watley is an introducing broker-dealer which conducts business in
electronic trading, information and brokerage services, as well as institutional
block trading. A.B. Watley clears all transactions through two clearing brokers
on a fully disclosed basis. Accordingly, A.B. Watley is exempt from Rule 15c3-3
of the Securities and Exchange Commission ("SEC").

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended December 31, 2000 are not
necessarily indicative of the results that may be expected for the year ended
September 30, 2001. For further information, refer to the consolidated financial
statements and footnotes thereto for the fiscal year ended September 30, 2000
included in the Company's Annual Report on Form 10-KSB.

The consolidated financial statements include the accounts of ABWG and its
wholly-owned subsidiary, A.B. Watley. All significant intercompany balances and
transactions have been eliminated. Certain prior year amounts reflect
reclassifications to conform to current year's presentations.

2. Net Capital Requirement

A.B. Watley is subject to the SEC's Uniform Net Capital Rule or Rule 15c3-1 (the
"Net Capital Rule") which requires A.B. Watley to maintain minimum net capital
such that the ratio of aggregate indebtedness to net capital, both as defined,
shall not exceed 15 to 1. The Net Capital Rule also requires that equity capital
may not be withdrawn or cash dividends paid if A.B. Watley's resulting net
capital ratio would exceed 10 to 1. At December 31, 2000, A.B. Watley had net
capital, as defined, of $748,947 which was $481,967 in excess of its required
net capital of $266,980. The aggregate indebtedness to net capital ratio was .53
to 1.

                                        6


<PAGE>




                             A.B. Watley Group Inc.

                   Notes to Consolidated Financial Statements

                                   (UNAUDITED)

3. Earnings Per Share

Since the Company recognized a net loss for the three months ended December 31,
2000 and 1999, diluted earnings per common share is the same as basic earnings
per common share for both periods.

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

The following discussion of the financial condition and results of operations of
the Company should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-KSB. The results of operations for the three months ended December 31, 2000
are not necessarily indicative of the results for the entire fiscal year ending
September 30, 2001.

Results of Operations

Three months ending December 31, 2000 compared to the quarter ending December
31, 1999

REVENUES. Total revenues for the quarter ending December 31, 2000 were
$8,221,694, a decrease of 4%, as compared to revenues of $8,544,086 for the
quarter ending December 31, 1999. Revenues from commissions decreased by
$457,095, or 7%, from $6,643,623 for the quarter ending December 31, 1999 to
$6,186,528 for the quarter ending December 31, 2000 due primarily to the
decrease in overall trading activity by online traders. During the quarter
ending December 31, 2000, the Company's online brokerage division had total
billed transactions of 298,050 and average billed transactions of 4,731 per day,
a less than 1% decrease compared to an average daily billed transaction rate of
4,753 per day during the quarter ending December 31, 1999 totaling 304,173
billed transactions. Data service revenues decreased by $79,354, or 15%, from
$513,046 for the quarter ending December 31, 1999 to $433,692 for the quarter
ending December 31, 2000 due to a change in our pricing structure. Revenues from
principal transactions increased by $47,661, or 5%, from $1,040,694 for the
quarter ending December 31, 1999 to $1,088,355 for the quarter ending December
31, 2000, mainly as a function of the higher volumes of business conducted by
our third-market institutional sales division. Interest and other income
increased from $345,178 for the quarter ending December 31, 1999 to $511,574 for
the quarter ending December 31, 2000, as a result of an increase in the interest
rate received from our clearing firm on customer balances.

Interest expense increased from $64,621 for the quarter ending December 31, 1999
to $124,993 for the quarter ending December 31, 2000 as result of interest
charged on capitalized lease obligations incurred subsequent to December 31,
1999. Interest expense - related parties increased from $3,750 for the quarter
ending December 31, 1999 to $71,358 for the quarter ending December 31, 2000 due
to increased borrowings from officers.

As a result of the foregoing, net revenues decreased by $450,372, or 5%, from
$8,475,715 for the quarter ending December 31, 1999 to $8,025,343 for the
quarter ending December 31, 2000. Nearly all of our revenues were generated by
clients in the United States and no single group of related clients accounted
for 10% or more of our revenues.

EXPENSES EXCLUDING INTEREST. Total expenses increased by $639,683, or 7%, from
$9,521,128 for the quarter ending December 31, 1999 to $10,160,810 for the
quarter ending December 31, 2000. Commissions, floor brokerage and clearing
charges represent payments to our clearing and floor brokers who facilitate our
clients' transactions, and payments for data and software from third party
vendors. As a result of the decrease in the volume of business conducted by our
online clients, and the transitioning of our customers to our proprietary direct
access trading platform, such expenses decreased by $489,337, or 15%, from
$3,292,256 for the quarter ending December 31, 1999 to $2,802,919 for the
quarter ending December 31, 2000. Employment compensation and related costs
increased by $652,772, or 28%, from $2,346,089 for the quarter ending December
31, 1999 to $2,998,861 for the quarter ending December 31, 2000, largely due to
raises given our employees in the last quarter of fiscal year ended September
30, 2000 in order to remain competitive in the market place and retain key
employees and an increase in the total number of employees. The Company expects
that the foregoing expenses will decrease as the Company continues to transition
its customers to our proprietary direct access platform, and we reduce the
number of employees due to greater efficiencies in technology.

Communications expense increased by $36,049, or 8%, from $451,456 for the
quarter ending December 31, 1999 to $487,505 for the quarter ending December 31,
2000 as a function of the growth in our online client base. Business development
costs consist of advertising costs which have mostly been for print and media
advertising to obtain new clients. These expenses decreased by $537,383, or 40%,
from $1,348,940 for the quarter ending December 31, 1999 to $811,557 for the
quarter ending December 31, 2000 as the Company decreased its planned
advertising and promotional efforts.

                                       7


<PAGE>




Professional services decreased from $554,190 for the quarter ending December
31, 1999 to $224,774 for the quarter ending December 31, 2000 due to reduced
employee acquisition expenses. Occupancy and equipment costs increased by
$244,103, or 22%, from $1,131,439 for the quarter ending December 31, 1999 to
$1,375,542 for the quarter ending December 31, 2000, primarily due to the
leasing of additional equipment to increase our capacity and to facilitate the
transition of customers. Depreciation and amortization increased by $1,039,825,
or 440%, from $236,221 for the quarter ending December 31, 1999 to $1,276,046
for the quarter ending December 31, 2000 due to the implementation of our
proprietary direct access trading platform and the related amortization of
capitalized software. Other expenses increased by $23,070, or 14%, from $160,537
for the quarter ending December 31, 1999 to $183,606 for the quarter ending
December 31, 2000.

The income tax provision increased from $10,560 for the quarter ending December
31, 1999 to $14,961 for the quarter ending December 31, 2000.

As a consequence of the foregoing, our operating loss increased from a net loss
of $1,055,973 for the quarter ending December 31, 1999 to a net loss of
$2,249,597 for the quarter ending December 31, 2000.

Liquidity and Capital Resources

Prior to our initial public offering ("IPO"), our capital requirements had
exceeded our cash flow from operations as we have been building our business.
Since the IPO, the proceeds from the IPO, the exercise of stock options and
warrants of $3,304,493, the sale of $3,000,000 of stock through our equity line
facility, loans from officers of $4,825,000 and cash flow from operations have
been able to satisfy our cash needs as we continue to grow our business.

Effective August 8, 2000, we entered into an agreement with an investment group
providing us with an eighteen-month equity line of up to $48,000,000. The
agreement allows us to draw down funds in exchange for equity. We are not
obligated to take down any of the funds and pricing is based upon ninety four
percent of the volume weighted average price of our common stock for the 22 days
prior to each takedown. We have registered the securities to be sold to the
investment group pursuant to the equity line facility for resale under the
Securities Act of 1933. On September 6, 2000, we drew down $3,000,000 of the
equity line, issued 333,333 shares to the investment group and received net
proceeds of $2,850,000.

Cash used in operating activities during the three months ending December 31,
2000 was $2,898,317 as compared to $1,008,226 for the three months ending
December 31, 1999. The Company had a net loss of $2,249,597 and an increase in
receivables from brokers of $850,076, a decrease in accounts payable and other
liabilities of $1,293,968, a decrease in securities sold, not yet purchased of
$69,138, which was offset by a decrease in securities owned of $108,851, a
decrease in other assets of $70,885, and non-cash items such as depreciation and
amortization of $1,276,045 and a loss from investment of $99,169.

Cash used in investing activities was $891,903 during the three months ended
December 31, 2000 compared to $704,804 during the three months ending December
31, 1999. Uses of cash in the three months ending December 31, 2000 related to
purchases of equipment, software and leasehold improvements made at the
Company's facility at 40 Wall Street. In addition to the cash used in investing
activities during the three months ended December 31, 2000, the Company accrued
accounts payable relating to purchases of property and equipment and leasehold
improvements of $705,201 during this period.

Cash provided by financing activities was $956,525 during the three months
ending December 31, 2000 compared to cash used in financing activities of
$230,747 during the three months ended December 31, 1999. Cash provided by
financing activities during the three months ending December 31, 2000 consisted
primarily of loans made by officers of the Company.

Net Operating Loss Carryforward

The Company's net operating loss carryforward expires beginning in the year
2013. The issuance of additional equity securities, together with the Company's
recent financing and public offering, could result in an ownership change and
thus could limit our use of the Company's prior net operating losses. If the
Company achieves profitable operations, any significant limitation on the
utilization of our net operating losses would have the effect of increasing our
tax liability and reducing net income and available cash reserves. We are unable
to determine the availability of these net operating losses since this
availability is dependent upon profitable operations, which we have not achieved
in periods prior to the most recent two quarters.

Relevant Accounting Standards

We generally grant stock options to employees and consultants with an exercise
price not less than the fair market value at the date of grant. We account for
stock option grants to employees in accordance with Accounting Principles Board
Opinion No. 25, "Accounting

                                        8
<PAGE>

for Stock Issued to Employees," and, accordingly, recognize no compensation
expense related to option grants issued at or above the fair market value of the
stock. In cases where we grant options below the fair market value of the stock
at the date of grant, the difference between the strike price and the fair
market value is treated as compensation expense and amortized over the vesting
period of the option, if any. Stock options granted to consultants and others
instead of cash compensation are recorded based upon management's estimate of
the fair value of the options or the related services provided and expensed over
the vesting period, if any.

In fiscal 1999, we adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS No. 131 supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." Under the new
standard, the Company is required to use the management approach to reporting
its segments. The management approach designates that the internal organization
that is used by management for making operating decisions and assessing
performance as the source of the Company's segments. Based on this approach, we
have determined that we operate in one reporting segment.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The new standard requires companies to
record derivatives on the balance sheet as assets or liabilities, measured at
fair value. Gains or losses resulting from changes in the values of those
derivatives will be reported in the statement of operations or as a deferred
item, depending on the use of the derivatives and whether they qualify for hedge
accounting. The key criterion for hedge accounting is that the derivative must
be highly effective in achieving offsetting changes in fair value or cash flows
of the hedged items during the term of the hedge. The new standard does not
impact the Company's financial position or statement of operations.

In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." SFAS No. 140
replaces SFAS No. 125, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities." It revises the standards for
accounting for securitizations and other transfers of financial assets and
collateral and requires certain disclosures, but it carries over most of SFAS
No. 125's provisions without reconsideration. SFAS No. 140 is effective for
transactions after March 31, 2001. This standard is not expected to impact the
Company's financial position or statement of operations.

Forward Looking Statements

Certain statements contained in this report, including statements regarding the
development of services and markets and future demand for services and other
statements regarding matters that are not historical facts, discuss future
expectations or other forward-looking information. Those statements are subject
to known and unknown risks, uncertainties and other factors that could cause our
actual results to differ materially from those contemplated by the statements.
Factors that might cause a difference include, but are not limited to, customer
trading activity, loss of one or more significant customers, changes in
technology, shifts in competitive patterns, ability to manage growth
effectively, risks associated with acquisitions including integration risks,
risks associated with strategic partnerships, various project-associated risks,
substantial competition, general economic and securities markets conditions,
risks associated with intellectual property rights, risks associated with
international operations and other risk factors listed from time to time in the
Company's filings and reports with the Securities and Exchange Commission.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Our primary financial instruments are cash in banks and money market
instruments. We do not believe that these instruments are subject to material
potential near-term losses in future earnings from reasonably possible near-term
changes in market rates or prices. We do not have derivative financial
instruments for speculative or trading purposes. In the normal course of
business, our customers enter into transactions where the risk of potential loss
due to market fluctuations or failure to perform exceeds the amount reported for
the transaction. We have established policies, procedures and internal processes
governing our management of market risk in the normal course of our business
operations. We, along with Penson Financial Services, Inc., our clearing broker,
continuously monitor our exposure to market and counter party risk through the
use of a variety of financial, position and credit exposure reporting and
control procedures. In addition, we review the creditworthiness of each customer
and/or other counter party with which we conduct business. We are not currently
exposed to any material currency exchange risk because the risk is borne by
international customers and our international partners, and we do not hold any
assets or incur any liabilities denominated in foreign currency.

                                        9
<PAGE>

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

             (a) The following exhibit are filed as part of this report:

             None

             (b) A report on Form 8-K, reporting "Other Events and Regulation FD
                 Disclosure", was filed on December 1, 2000.

                                       10


<PAGE>




                                   SIGNATURES

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

Date: February 14, 2001

                  A. B. WATLEY GROUP INC

                      By: /s/ Steven Malin
                          -----------------------------------------------------
                          Steven Malin
                          Chairman and Chief Executive Officer

                      By: /s/ Joseph M. Ramos, Jr.
                          -----------------------------------------------------
                          Joseph M. Ramos, Jr.
                          Executive Vice President and Chief Financial Officer

                                       11