<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

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

For Quarter Ended:        Commission File Number:  000-19619
March 31, 2002

                                HOENIG GROUP INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

    Delaware                                    13-3625520
------------------------------------          ------------------------
(State or other jurisdiction                  (I.R.S. Employer I.D. No.)
of incorporation or organization)


Reckson Executive Park
4 International Drive
Rye Brook, NY                                                      10573
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

                                 (914) 935-9000
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


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


Indicated 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 (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 []

As of May 14, 2002, there were 7,930,317 shares of common stock, par value $0.01
per share, outstanding.

<PAGE>

                                HOENIG GROUP INC.
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2002


                                      INDEX

<TABLE>
<CAPTION>
                                                                                         PAGE
<S>                                                                                    <C>

PART I - FINANCIAL INFORMATION

    Item 1.    Financial Statements

          Unaudited Consolidated Statements of Financial Condition -
          March 31, 2002 and December 31, 2001                                              1

          Unaudited Consolidated Statements of Income -
          Three Months Ended March 31, 2002 and 2001                                        2

          Unaudited Consolidated Statements of Comprehensive Income -
          Three Months Ended March 31, 2002 and 2001                                        3

          Unaudited Consolidated Statements of Cash Flows -
          Three Months Ended March 31, 2002 and 2001                                        4

          Notes to Unaudited Consolidated Financial Statements                            5-8

    Item 2.    Management's Discussion and Analysis
               of Financial Condition and Results of Operations                          8-12

    Item 3.    Quantitative and Qualitative Disclosures
               About Market Risk                                                        12-13

PART II - OTHER INFORMATION

     Item 6.   Exhibits and Reports on Form 8-K                                            14

     Signatures                                                                            15
</TABLE>


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                HOENIG GROUP INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                      MARCH 31, 2002 AND DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                    (UNAUDITED)
ASSETS                                                             MARCH 31, 2002             DEC. 31, 2001
                                                                   --------------             -------------
<S>                                                                <C>                        <C>
Cash and equivalents                                                 $38,221,398                $38,661,775
U.S. Government obligations, at market value                          14,583,243                 14,684,092
Receivables from correspondent brokers and dealers                     6,861,289                 21,729,344
Receivables from customers                                             5,454,162                  6,108,046
Equipment, furniture and leasehold improvements,
  net of accumulated depreciation and amortization                     1,758,477                  1,942,645
Securities owned, at market value                                        388,526                    614,178
Exchange memberships, at cost                                          1,032,276                  1,038,216
Investment management fees receivable                                  1,181,617                  1,726,327
Investment in limited partnerships                                        95,668                  1,894,608
Deferred taxes receivable                                              3,646,685                  3,622,973
Deferred research/services expense                                     4,245,300                  3,157,953
Other assets                                                           4,033,256                  3,434,887
                                                                     -----------                -----------
Total Assets                                                         $81,501,897                $98,615,044
                                                                     ===========                ===========

LIABILITIES and STOCKHOLDERS' EQUITY

LIABILITIES
Accrued research/services payable                                     $9,439,676                 $9,750,685
Accrued compensation                                                   2,803,842                 11,561,265
Payable to brokers and dealers                                         5,714,486                  6,462,299
Payable to customers                                                   1,959,611                 15,056,531
Accrued expenses                                                       2,015,597                  1,683,471
Bank loan payable                                                             --                      4,080
Taxes payable                                                          3,515,742                  1,524,723
Other liabilities                                                        211,026                    552,518
                                                                     -----------                -----------

Total Liabilities                                                     25,659,980                 46,595,572
                                                                     -----------                -----------

STOCKHOLDERS' EQUITY
Common Stock $0.01 par value per share;
Voting- authorized 40,000,000 shares, issued
- 10,930,450 shares in 2002 and 2001                                     109,305                    109,305
Additional paid in capital                                            28,818,253                 28,761,350
Accumulated other comprehensive loss                                    (262,637)                  (214,493)
Retained earnings                                                     48,287,010                 44,601,014
                                                                     -----------                -----------
                                                                      76,951,931                 73,257,176
Less restricted stock                                                   (187,500)                  (225,000)
Less treasury stock at cost - 3,008,133
  shares and 3,037,133 shares, respectively                          (20,922,514)               (21,012,704)
                                                                     -----------                -----------
Total Stockholders' Equity                                            55,841,917                 52,019,472
                                                                     -----------                -----------
Total Liabilities and Stockholders' Equity                           $81,501,897                $98,615,044
                                                                     ===========                ===========
</TABLE>


            SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                       1
<PAGE>

                                HOENIG GROUP INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED
                                                                            MARCH 31,
                                                                            ---------

OPERATING REVENUES                                              2002                         2001
                                                                ----                         ----
<S>                                                           <C>                         <C>
 Gross commissions                                            $24,880,597                 $22,312,172
 Other                                                            114,871                     126,951
                                                              -----------                 -----------
     Total operating revenues                                  24,995,468                  22,439,123

EXPENSES
Clearing, floor brokerage and
      exchange charges                                          2,818,477                   2,569,206
 Employee compensation                                          4,973,085                   4,722,267
 Independent research and other services                       13,646,813                  11,572,974
 Other                                                          2,398,442                   2,428,040
                                                              -----------                 -----------
     Total expenses                                            23,836,817                  21,292,487
                                                              -----------                 -----------

Operating Income                                                1,158,651                   1,146,636

INVESTMENT INCOME (LOSS) AND OTHER
 Interest and dividends                                           242,997                     799,282
 Write-off of investment in convertible notes                          --                  (9,292,407)
 Other                                                            (29,681)                    835,590
                                                              -----------                 -----------
Net investment income (loss) and other                            213,316                  (7,657,535)
                                                              -----------                 -----------

INCOME (LOSS) BEFORE INCOME TAXES FROM CONTINUING OPERATIONS    1,371,967                  (6,510,899)
 Provision for income taxes (Benefit)                             530,396                  (2,724,743)
                                                              -----------                 -----------
 Net Income (Loss) from Continuing Operations                  $  841,571                 ($3,786,156)

DISCONTINUED OPERATIONS
 Income from discontinued operations, net of tax                  151,647                     314,927
 Gain on asset sales from discontinued operations,
  net of tax                                                    2,692,779                          --
                                                              -----------                 -----------
 Net income from discontinued operations                        2,844,426                     314,927
                                                              -----------                 -----------
     Net income (loss)                                         $3,685,997                 ($3,471,229)
                                                              ===========                 ===========

 NET INCOME (LOSS) PER SHARE

 Basic
 Income (loss) from continuing operations                           $0.11                      $(0.48)
 Income from discontinued operations                                $0.36                      $ 0.04
                                                                    -----                      ------
     Net income (loss) per share basic                              $0.47                      $(0.44)
                                                                    =====                      ======

 Diluted
 Income (loss) from continuing operations                           $0.09                      $(0.48)
 Income from discontinued operations                                $0.32                      $ 0.04
                                                                    -----                      ------
     Net income (loss) per share diluted                            $0.41                      $(0.44)
                                                                    =====                      ======
</TABLE>

            SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                       2
<PAGE>

                                HOENIG GROUP INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED MARCH 31,
                                                                           ----------------------------
                                                                           2002                   2001
                                                                           ----                   ----
<S>                                                                      <C>                  <C>
Net income (loss)                                                        $3,685,997           $(3,471,229)
                                                                         ----------           -----------

Other comprehensive (loss),
     net of tax

     Foreign currency translation adjustment                                (71,855)             (171,390)
     Tax (benefit)                                                          (23,711)              (69,587)
                                                                         ----------           -----------
     Other comprehensive (loss)                                             (48,144)             (101,803)
                                                                         ----------           -----------

Comprehensive income (loss)                                              $3,637,853           $(3,573,032)
                                                                         ==========           ===========
</TABLE>




            SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


                                       3
<PAGE>

                                HOENIG GROUP INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED MARCH 31,
                                                                     ----------------------------
                                                                       2002               2001
                                                                       ----               ----
<S>                                                                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss) from continuing operations                      $    841,571       $ (3,786,156)
 Adjustments to reconcile net income (loss)
   to net cash provided by (used in) operating activities:
  Net income from discontinued operations                               151,647            314,927
  Depreciation and amortization                                         376,638            326,825
  Loss on disposal of fixed assets                                       13,884               --
  Foreign currency translation adjustment                               (48,144)          (101,803)
  Issuance of restricted stock                                           37,500             37,500
  Investment in convertible notes                                          --            7,944,273
Changes in assets and liabilities:
  Securities owned, net                                                    --              687,510
  Receivable from correspondent brokers and dealers                  14,868,055         (1,453,755)
  Receivable from customers                                             653,884          8,267,688
  Investment management fees receivable                                 544,710            133,861
  Payable to customers                                              (13,096,920)          (404,558)

  Deferred research/services expense                                 (1,087,347)          (597,970)
  Other assets                                                         (728,802)        (1,285,110)
  Payable to brokers and dealers                                       (747,813)        (8,380,792)
  Accrued research/services payable                                    (311,009)           923,399
  Accrued compensation                                               (8,757,423)       (10,023,524)
  Accrued expenses                                                      332,126           (320,140)
  Taxes Payable                                                       1,991,019               --
  Other liabilities                                                    (341,492)        (1,925,424)
  Deferred taxes receivable                                             (23,712)              --
                                                                   ------------       ------------
Net cash (used in) operations                                        (5,331,628)        (9,643,249)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Gain on asset sales from discontinued operations                    2,692,779                --
  Investment in U.S. Government obligations                             100,849            (81,885)
  Investment in limited partnerships                                  1,798,940            (52,267)
  Investment in securities                                              225,652            437,351
  Purchases of equipment, furniture and leasehold
     improvements                                                       (69,982)          (153,214)
                                                                   ------------       ------------
Net cash provided by investing activities                             4,748,238            149,985

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of treasury stock                                            147,093             28,150
  Treasury stock purchased                                                 --             (132,034)
  Short-term bank loan payable                                           (4,080)              --
                                                                   ------------       ------------
Net cash provided by (used in) financing activities                     143,013           (103,884)

  Net decrease in cash and equivalents                                 (440,377)        (9,597,148)
  Cash and equivalents beginning of period                           38,661,775         34,734,141
                                                                   ------------       ------------

  Cash and equivalents end of period                               $ 38,221,398       $ 25,136,993
                                                                   ============       ============
  Supplemental disclosure of cash flow information:
         Interest paid                                             $     58,342       $     84,094
                                                                   ============       ============
         Taxes paid                                                $    545,265       $    674,802
                                                                   ============       ============
</TABLE>


            SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                       4
<PAGE>
                                HOENIG GROUP INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION.
-------------------------------

In the opinion of management, the accompanying unaudited interim consolidated
financial statements reflect all adjustments (which include only normal
recurring accruals) necessary to present fairly the financial position of Hoenig
Group Inc. (the "Company") as of March 31, 2002 and December 31, 2001 and the
results of its operations, changes in comprehensive income and changes in cash
flows for the three months ended March 31, 2002 and 2001. The consolidated
financial statements included herein have been prepared by the Company without
independent audit. Certain information normally included in the consolidated
financial statements and related notes prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted. These consolidated financial statements and notes thereto
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2001. The results of operations for the three-month period
ended March 31, 2002 are not necessarily indicative of operating results for the
full year. The Statements of Consolidated Income, Cash Flows, and Related Notes
to the Unaudited Consolidated Financial Statements have been prepared to conform
to the discontinued operations presentation.

NOTE 2 - NET CAPITAL AND RESERVE REQUIREMENTS.
----------------------------------------------

Hoenig & Co., Inc. ("Hoenig"), the Company's principal operating subsidiary, is
subject to the Uniform Net Capital Rule (Rule 15c3-1), which requires that
Hoenig maintain net capital of the greater of $100,000 or one-fifteenth of
aggregate indebtedness. At March 31, 2002, Hoenig's minimum required net capital
was approximately $588,000, its net capital ratio was .69 to 1, and its actual
net capital was approximately $12,696,000, which was approximately $12,108,000
in excess of regulatory requirements. Hoenig & Company Limited ("Limited") is
required to maintain financial resources of at least 110% of its capital
requirement (as defined). Limited's financial resources requirement at March 31,
2002 was approximately (pounds)785,000 ($1,119,000); it had eligible capital of
approximately (pounds)2,363,000 ($3,368,000), and excess financial resources at
such date of approximately (pounds)1,578,000 ($2,249,000). Hoenig (Far East)
Limited ("Far East") is required to maintain liquid capital of the greater of
HK$3,000,000 ($385,000) or 5% of average quarterly total liabilities. Far East's
required liquid capital was approximately HK$11,538,000 ($1,479,000) at March
31, 2002, and it had actual liquid capital of approximately HK$72,206,000
($9,257,000) and excess liquid capital of approximately HK$60,668,000
($7,778,000).

The Company is subject to regulation covering virtually all aspects of its
business. It is subject to extensive regulation under U.S. Federal and state law
and by certain self-regulatory bodies, including the New York Stock Exchange
("NYSE") and various other stock exchanges, the U.S. Securities and Exchange
Commission ("SEC"), the National Association of Securities Dealers Regulation,
Inc. ("NASDR") and several foreign securities exchanges and regulatory bodies,
including the Financial Services Authority in the United Kingdom and the
Securities and Futures Commission in Hong Kong. In the normal course of
business, the Company is subject to inquiries and regulatory examinations by
many of these regulatory authorities.

NOTE 3 - AXE-HOUGHTON SALES/DISCONTINUED OPERATIONS
---------------------------------------------------

The Company has sold Axe-Houghton Associates, Inc. ("Axe-Houghton"), its
wholly-owned asset management subsidiary, in three separate transactions. The
first transaction, which was announced on November 29, 2001 and completed on
January 31, 2002, involved the sale of Axe-Houghton's Core International ADR and
Domestic Equity Index institutional investment management businesses to The Bank
of New York. The Company received $5.4 million in proceeds from this sale,
recognizing a gain of $2.7 million, net of taxes and expenses.

The second and third transactions to sell the remaining businesses of
Axe-Houghton were announced on February 12, 2002. The second transaction was
completed on March 28, 2002 and involved the sale of Axe-Houghton's Value and
Balanced Equity institutional investment management businesses to Byram Capital
Management LLC ("Byram"). The Company received $0.1 million and recognized a
gain of $0.05 million net of taxes and expenses from the sale to Byram. The
third transaction involved the sale of all of the stock of Axe-Houghton,
together with the remaining small capitalization growth equity institutional
investment management businesses, to Axe Holding Corp., an entity formed by the
principals of Palisade Capital Management LLC, a privately-owned registered
investment adviser. The third transaction was completed on April 26, 2002. Two
executives of Axe-Houghton responsible for managing the small capitalization
growth equity-related disciplines received equity in the continuing business
after the sale of Axe-Houghton to the Palisade Capital Management group, and no
additional payments were made to them by Axe-Houghton or the Company in
connection with the sale. The Company received $3.2 million in proceeds from
this sale and recognized a gain of $1.2 million, net of taxes and expenses, in
the second quarter of 2002.

Axe-Houghton is presented in the Consolidated Statements of Income for the
three months ended March 31, 2002 and 2001 as discontinued operations.

NOTE 4 - INVESTMENTS IN LIMITED PARTNERSHIPS.
---------------------------------------------

Axe-Houghton was, during the periods presented, the general partner of two
limited partnerships and maintained investments in each of the partnerships. The
Company has dissolved these investment partnerships. The first partnership was
dissolved during March 2002. The second partnership was dissolved in April 2002.
Axe-Houghton's partnership investments were 12.2% ($373,974) and 0.41% ($21,058)
of the partnerships at December 31, 2001 and 0.41% ($19,615) at March 31, 2002.

                                       5
<PAGE>

The Company also maintained an investment in an unaffiliated multi-manager,
market-neutral limited partnership, which investment was liquidated during the
first quarter 2002. The investment was $1.5 million at December 31, 2001 and at
the time it was liquidated.

NOTE 5 - SECURITIES RECEIVED IN FOREIGN SECURITIES EXCHANGES.
-------------------------------------------------------------

In June 2000, the Company received 805,000 shares of common stock of Hong Stock
Exchanges and Clearing Limited (the Hong Kong shares) in connection with its
ownership of a seat on The Stock Exchange of Hong Kong. In July 2000, the
Company received 100,000 shares of common stock of the London Stock Exchange
(the London shares) in connection with its ownership of a seat on the London
Stock Exchange. At December 31, 2000, the Company owned 177,000 Hong Kong shares
and 100,000 London shares. In July 2001, the London shares split 10 for 1. As of
December 31, 2001, the Company owned 99,945 London shares. All of the remaining
Hong Kong shares were sold during 2001, and the remaining London shares, valued
at $0.6 million, were sold during the first quarter 2002.

The value of the London shares, which were accounted for at fair market value,
was $614,178 at December 31, 2001, and is included in securities owned in the
Consolidated Statements of Financial Condition.

NOTE 6 - EARNINGS PER SHARE.
----------------------------

The FASB has issued SFAS No. 128, "Earnings Per Share". Basic earnings per share
is calculated by dividing net income by the weighted average number of common
shares outstanding. Diluted earnings per share is similar to basic, but adjusts
for the effect of potential common shares.

The following table presents the computations and diluted earnings per share for
the periods indicated:

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                                                           MARCH 31,
                                                                           ---------
                                                                    2002            2001(1)
                                                                    ----            -------
<S>                                                               <C>             <C>
Net income (loss) from continuing operations                      $  841,571      $(3,786,156)
Net income from discontinued operations                            2,844,426          314,927
                                                                  ----------      -----------
Net income (loss) available to common stockholders                $3,685,997      $(3,471,229)
                                                                  ----------      -----------
       Weighted average shares outstanding                         7,904,278        7,906,795
       Effect of dilutive instruments
         Employee stock awards                                     1,098,192             --
                                                                  ----------      -----------
       Total weighted average diluted shares                       9,002,470        7,906,795
                                                                  ----------      -----------

Basic earnings (loss) per share

  Income (loss) from continuing operations                             $0.11           $(0.48)
  Income from discontinued operations                                  $0.36           $ 0.04
                                                                       -----           ------
    Net income (loss) per share basic                                  $0.47           $(0.44)
                                                                       =====           ======
Diluted earnings (loss) per share

  Income (loss) from continuing operations                             $0.09           $(0.48)
  Income from discontinued operations                                  $0.32           $ 0.04
                                                                       -----           ------
    Net income (loss) per share diluted                                $0.41           $(0.44)
                                                                       =====           ======


</TABLE>

-----------------------
(1)  In computing earnings per share resulting in a net loss, common stock
     equivalents are not included in the calculation as it would result in
     anti-dilution.

NOTE 7 - SEGMENT REPORTING.
---------------------------

The FASB has issued SFAS No. 131, "Disclosure About Segments of an Enterprise
and Related Information," to assist financial statement users in assessing the
performance of an enterprise and its prospects for future cash flows, and to
make informed decisions about the enterprise. The Company had two reportable
operating segments during the periods presented: domestic brokerage and
international brokerage. The Company's brokerage segments provide independent
third-party and proprietary research, global securities brokerage and other
services primarily to institutional clients

                                       6
<PAGE>
from its domestic (United States) and international (United Kingdom and Hong
Kong) brokerage operations. In attributing commission revenues to its brokerage
segments, the Company primarily relies on the geographic location of the
customer.

The accounting policies of the segments are the same as those described in Note
2 of the Notes to Consolidated Financial Statements contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 2001. The Company
evaluates performance based upon operating income or loss, not including
interest and investment income, as well as certain allocations of intercompany
expenses. The Company does not allocate certain corporate assets (goodwill and
certain fixed assets) to its reportable segments.

The Company sold Axe-Houghton, its asset management operations, in three
separate transactions which were completed on January 31, 2002, March 28, 2002
and April 26, 2002. These operations are reflected as discontinued operations in
the table below.

The following table illustrates significant financial data for each reportable
segment and discontinued operations for the periods indicated:

<TABLE>
<CAPTION>
THREE MONTHS ENDED                      DOMESTIC         INTERNATIONAL                       DISCONTINUED
MARCH 31, 2002                          BROKERAGE          BROKERAGE           TOTAL          OPERATIONS
------------------                      ---------          ---------           -----          ----------
<S>                                    <C>               <C>               <C>              <C>
Revenues from external customers       $21,338,604       $ 3,656,864       $24,995,468      $ 1,368,503
Segment operating income                 1,949,620           131,217         2,080,837          233,533
Segment assets                          28,010,136        26,016,828        54,026,964        7,622,415(1)

<CAPTION>

THREE MONTHS ENDED                      DOMESTIC         INTERNATIONAL                       DISCONTINUED
MARCH 31, 2001                          BROKERAGE          BROKERAGE           TOTAL          OPERATIONS
------------------                      ---------          ---------           -----          ----------
<S>                                    <C>               <C>              <C>               <C>
Revenues from external customers       $19,730,817       $ 2,708,306      $ 22,439,123      $ 2,060,069
Segment operating income (loss)          2,241,640          (188,025)        2,053,615          550,007
Segment assets                          33,227,041        26,723,451        59,950,492        4,199,961
</TABLE>
---------------
(1)  Includes $5.4 million of cash proceeds from the two Axe-Houghton sales
     completed during the three months ended March 31, 2002.

Information for the Company's reportable segments as it relates to the
consolidated totals is as follows:
<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED MARCH 31,
                                             ----------------------------
                                               2002                2001
                                               ----                ----
<S>                                         <C>                <C>
OPERATING REVENUES:
Domestic brokerage                          $21,338,604        $19,730,817
International brokerage                       3,656,864          2,708,306
                                            -----------        -----------
Total operating revenues                    $24,995,468        $22,439,123
                                            ===========        ===========
<CAPTION>
                                             THREE MONTHS ENDED MARCH 31,
                                             ----------------------------
                                               2002                2001
                                               ----                ----
<S>                                         <C>                <C>
OPERATING INCOME (LOSS):
Domestic brokerage                          $ 1,949,620        $ 2,241,640
International brokerage                         131,217           (188,025)
General corporate                              (922,186)          (906,979)
                                            -----------        -----------
Total operating income                        1,158,651          1,146,636
Net investment income (loss) and other          213,316         (7,657,535)(1)
                                            -----------        -----------
Income (loss) before income taxes
 from continuing operations                 $ 1,371,967        $(6,510,899)
                                            ===========        ===========
</TABLE>
---------------
(1)  Included in net investment income and other is the $9.3 million impairment
     write-off of the Company's investment in InstiPro Group, Inc.

NOTE 8 - SALE OF HOENIG GROUP
-----------------------------

                                       7
<PAGE>

On February 28, 2002, Hoenig Group Inc. announced that it had signed an
agreement providing for Investment Technology Group, Inc. ("ITG") to acquire
Hoenig Group Inc. for approximately $115 million, subject to, among other
things, obtaining stockholder approval and the approval of regulatory
authorities and satisfaction of customary closing conditions.

NOTE 9 - SUBSEQUENT EVENTS
--------------------------

On May 9, 2002, the Company announced that a former employee of Limited had
engaged in unauthorized trading in foreign securities while employed by Limited,
in violation of Limited's policies and procedures. Limited incurred a pre-tax
loss of approximately $7.1 million from the unauthorized trading which took
place beginning in mid-April 2002. Notwithstanding the loss, Limited is in
compliance with all regulatory capital requirements.

The Company has reported the matter to the authorities and is in the process of
conducting an internal investigation. It also is exploring various options to
mitigate the loss, including litigation and filing a claim under the Company's
insurance policies. The Company has notified ITG of the unauthorized trading and
the loss, and ITG has commenced additional due diligence to assess what impact,
if any, these activities and the related loss may have on the Company and ITG's
acquisition of the Company.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Certain statements in this report that relate to future plans, events or
performance are forward-looking statements. Such statements may include, but are
not limited to, those relating to future growth, industry consolidation,
acquisition and expansion plans, strategic alliances, investments, joint
ventures, sales and other business combinations, plans to address various
technology issues, market risk, the Company's investment activities and its
equity capital requirements. Actual events might differ materially due to a
variety of important factors that cannot be predicted with certainty. These
factors involve risks and uncertainties relating to, among other things, the
risk that the conditions to the closing of the sale to ITG described herein will
not be satisfied and the sale not completed, general economic conditions, market
fluctuations, competitive conditions within the brokerage business, stock market
prices and trading volumes, changes in demand for securities brokerage services,
the Company's ability to recruit and retain highly skilled employees, changes in
U.S. and foreign securities laws and regulations, particularly regarding
independent research and directed brokerage arrangements, trading and investment
activities, litigation and other factors discussed throughout this report.

Sale of Axe-Houghton in Three Transactions

The Company has sold Axe-Houghton and its institutional investment management
businesses in three separate transactions. The first transaction, which was
announced on November 29, 2001 and completed on January 31, 2002, involved the
sale of Axe-Houghton's Core International ADR and Domestic Equity Index
institutional investment management businesses to The Bank of New York.

The second and third transactions to sell the remaining businesses of
Axe-Houghton were announced on February 12, 2002. On March 28, 2002, the Company
sold the Value and Balanced Equity institutional investment management
businesses of Axe-Houghton to Byram Capital Management LLC.

On April 26, 2002, the Company sold all of the stock of Axe-Houghton, together
with its remaining small capitalization growth equity institutional investment
management businesses, to Axe Holding Corp., an entity formed by the principals
of Palisade Capital Management LLC. Two executives of Axe-Houghton responsible
for managing the small capitalization growth equity-related investment
disciplines received

                                       8
<PAGE>

equity in the continuing business after the sale of Axe-Houghton to the Palisade
Capital Management group. These executives had employment agreements with
Axe-Houghton which terminated upon the closing of the sale of Axe-Houghton to
the Palisade Capital Management group. Neither the Company nor Axe-Houghton was
required to make any change of control or other additional payments to these
executives in connection with the sale of Axe-Houghton.

The Company received $5.5 million from the two Axe-Houghton sales completed
during the first quarter 2002, recognizing a gain of $2.7 million after taxes
and expenses. The Company received an additional $3.2 million from the sale of
Axe-Houghton that was completed on April 26, 2002, recognizing a $1.2 million
gain, after taxes and expenses, in the second quarter 2002. Axe-Houghton is
presented as discontinued operations in this report.

INTRODUCTION

The Company provides global securities brokerage to institutional clients
through its wholly-owned brokerage subsidiaries in the United States, United
Kingdom and Hong Kong. During the periods discussed in this report, the
Company's wholly-owned subsidiary, Axe-Houghton, provided professional asset
management to U.S. public and corporate employee benefit plans, investment
partnerships and other U.S. institutional clients from its offices in the United
States. The Company sold Axe-Houghton in three separate transactions, the last
of which was completed on April 26, 2002. The operations of Axe-Houghton are
reported as discontinued operations.

The Company's principal source of revenues is commissions earned for executing
trades on behalf of its customers. The Company executes trades in equity
securities on the world's major stock exchanges, acting primarily as agent for
its customers, and, through March 8, 2002, executed trades in U.S. fixed income
securities on a riskless principal basis. The Company earns commissions in
connection with various types of brokerage services: commissions received in
connection with providing independent research and other services to investment
managers; commissions received in exchange for paying expenses of, or commission
refunds to, customers under directed brokerage arrangements; commissions
received in connection with providing proprietary research; and commissions
received for execution-only services.

The Company's profit margin on execution-only brokerage and commissions earned
in connection with providing proprietary research has been higher than that on
commissions earned in connection with independent research and directed
brokerage arrangements because the Company does not incur direct expenses for
research and other services in connection with such activities.

The Company generally expects a certain amount of commissions for every $1 in
independent research, other services and commission refunds provided under
independent research and directed brokerage arrangements. This ratio is
negotiated on an individual customer basis. Ratios fluctuate depending upon the
markets of execution and continue to be under downward competitive pressure in
most of the markets in which the Company conducts brokerage activities.

The Company's earnings in any period are affected by its ability to earn
commissions under independent research and directed brokerage arrangements on a
timely basis because commission revenues are recorded only when earned, and
related expenses are recorded when incurred. The timing of the receipt of
commissions could cause variations in earnings from year to year and quarter to
quarter. The Company's earnings also may be affected by regulatory changes or
industry sentiment regarding independent research arrangements and directed
brokerage.


                                       9
<PAGE>

FINANCIAL RESULTS

The Company's financial results for the three months ended March 31, 2002 were
affected positively by the two Axe-Houghton sales which were completed during
the quarter. The Company's financial results for the same period in 2001 were
affected negatively by the impairment write-off of the Company's investment in
InstiPro Group, Inc. The Company's financial results for the periods presented
reflect Axe-Houghton as discontinued operations.

The Company's financial results for the three months ended March 31, 2002 and
for the three months ended March 31, 2001, before and after the impairment
write-off of the Company's investment in InstiPro Group, Inc. as of March 31,
2001, are as follows:

Three Months Ended March 31,

<TABLE>
<CAPTION>
                                                                                        ADJUSTED
                                                   2002                 2001             2001(1)
                                                   ----                 ----             ----
<S>                                              <C>                <C>                <C>
Operating Revenues from Continuing Operations    $24,995,468        $22,439,123        $22,439,123
Operating Income from Continuing Operations        1,158,651          1,146,636          1,146,636
Net Investment Income (Loss) and Other               213,316         (7,657,535)         1,634,872(2)
Income (Loss) Before Income Taxes from
    Continuing Operations                          1,371,967         (6,510,899)         2,781,508
Net Income (Loss) from Continuing Operations         841,571         (3,786,156)         1,693,844
Net Income from Discontinued Operations            2,844,426            314,927            314,927
Net Income (Loss)                                  3,685,997         (3,471,229)         2,008,771

Net Income (Loss) Per Share
Basic
    Income (Loss) from Continuing Operations           $0.11             $(0.48)             $0.21
    Income from Discontinued Operations                $0.36             $ 0.04              $0.04
                                                       -----             ------              -----
       Net Income (Loss) Per Share Basic               $0.47             $(0.44)             $0.25
                                                       =====             ======              =====
Diluted
    Income (Loss) from Continuing Operations           $0.09             $(0.48)             $0.18
    Income from Discontinued Operations                $0.32             $ 0.04              $0.04
                                                       -----             ------              -----
       Net Income (Loss) Per Share Diluted             $0.41             $(0.44)             $0.22
                                                       =====             ======              =====

</TABLE>

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

(1)  Financial data for the quarter ended March 31, 2001 excluding the $9.3
     million ($5.5 million net of taxes) impairment write-off of the Company's
     investment in InstiPro Group, Inc.

(2)  Includes $0.7 million related to the gains on the Hong Kong and London
     shares received in connection with the Company's ownership of seats on
     The Stock Exchange of Hong Kong and the London Stock Exchange.

THREE MONTHS ENDED MARCH 31, 2002 VERSUS MARCH 31, 2001

The Company's operating income from continuing operations for the three months
ended March 31, 2002 increased to $1.2 million from $1.1 million during the same
period in 2001. The increase in operating income for the first quarter 2002 is
primarily due to operating income of $0.1 million from international brokerage
operations, as compared to an operating loss from international brokerage
operations of $0.2 million during the first quarter 2001, partially offset by a
13.0% decrease in operating income of domestic brokerage operations for the
first quarter of 2002.

Net income for the first quarter 2002 was $3.7 million, as compared to a net
loss of $3.5 million during the same period in 2001, due to the absence of the
$5.5 million after-tax loss relating to the Company's investment in InstiPro
Group, Inc. and the $2.8 million of earnings from discontinued operations during
the first quarter 2002. Net income from continuing operations for the first
quarter 2002 was $0.8 million. Net income for the first quarter 2001 excluding
the InstiPro Group write-off was $2.0 million.

Operating revenues from continuing operations for the three months ended March
31, 2002 increased 11.4% to $25.0 million from

                                       10
<PAGE>

$22.4 million during the same period in 2001. This increase resulted from an
8.1% increase in operating revenues from domestic brokerage operations and a
35.0% increase in operating revenues from international brokerage operations.

Operating revenues from domestic brokerage operations for the three months ended
March 31, 2002 increased 8.1% to $21.3 million, as compared to $19.7 million
during the same period in 2001, due to increased trading activity. Operating
income of the Company's domestic brokerage operations for the first quarter 2002
decreased 13.0% to $1.9 million, as compared to $2.2 million during the same
period in 2001, primarily due to an increase in research and services expenses
as a percentage of commission revenues.

Operating revenues from international brokerage operations increased 35.0% to
$3.7 million for the three months ended March 31, 2002, as compared to $2.7
million for the same period in 2001. This increase reflects a 168.8% increase in
operating revenues of the United Kingdom brokerage operations primarily
resulting from new account activity and increased trading volume in the United
Kingdom and Europe, which more than offset an 18.9% decrease in operating
revenues from the Hong Kong brokerage operations. Operating income from
international brokerage operations was $0.1 million for the three months ended
March 31, 2002, as compared to an operating loss of $0.2 million during the same
period in 2001.

Expenses related to independent research and other services provided to the
Company's brokerage clients, including commission refunds, during the three
months ended March 31, 2002 increased 17.9% to $13.6 million from $11.6 million
during the same period in 2001. These expenses were 54.8% of commission revenues
during the three months ended March 31, 2002, as compared to 51.9% during the
same period in 2001. These expenses increased as a percentage of commission
revenues primarily due to the decrease in execution-only business, which does
not have any associated research and services expenses, and the timing of
research expenses incurred relative to the receipt of commissions earned during
the first quarter 2002.

Clearing, floor brokerage and exchange charges increased 9.7% to $2.8 million
during the three months ended March 31, 2002, from $2.6 million during the same
period in 2001. These expenses represented 11.3% of commission revenues during
the three months ended March 31, 2002, as compared to 11.5% of commission
revenues during the same period in 2001. The decrease in these expenses as a
percentage of commission revenues was primarily due to the absence in the first
quarter 2002 of commissions earned by the Company under correspondent broker
arrangements where the Company executes trades on behalf of other brokers.
Expenses associated with these arrangements had been higher than on other types
of brokerage services provided by the Company.

                                       11
<PAGE>

Employee compensation increased 5.3% to $5.0 million for the first quarter 2002,
from $4.7 million in 2001. Employee compensation expenses for the first quarter
2002 includes $0.1 million in severance payments relating to the termination of
the Company's fixed income brokerage operations on March 8, 2002.

All other expenses remained at $2.4 million for both the first quarter 2002 and
the same period in 2001.

Net investment income and other was $0.2 million during the first quarter ended
March 31, 2002, reflecting, among other things, a decrease in interest and
dividends earned due to lower interest rates. The Company had a net investment
loss of $7.7 million during the first quarter 2001 due to the first quarter 2001
pre-tax write-off of $9.3 million relating to the Company's investment in
InstiPro Group, Inc. Net investment income before the InstiPro Group write-off
was $1.6 million in the first quarter of 2001, of which $0.7 million relates to
the gains on the Hong Kong and London shares.

Results from Discontinued Operations

Revenues from discontinued operations for the three months ended March 31, 2002
decreased 33.6% to $1.4 million as compared to $2.1 million for the same period
in 2001. Income from discontinued operations, net of taxes, for the three months
ended March 31, 2002 decreased to $0.2 million from $0.3 million during the same
period in 2001, as a result of the decrease in assets managed in small
capitalization growth equity-related disciplines and the January 31, 2002 sale
of certain assets to The Bank of New York. Assets managed in small
capitalization growth equity-related disciplines decreased to $608.9 million as
of March 31, 2002 from $746.5 million as of March 31, 2001 as a result of
decreases in investment performance and the withdrawal of assets. As a result of
the asset sales completed during the first quarter 2002, total assets under
management decreased to $608.9 million as of March 31, 2002 from $3.9 billion as
of March 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2002, the Company had cash, U.S. Government obligations, net
accounts receivable and other net investments of $59.1 million. All receivables
from correspondent brokers and dealers are deemed to be fully collectible, and
no provision for uncollectibles was required.

The Company believes that its current capital resources and liquidity, plus
additional funds generated by operations, will be sufficient to meet current and
future operating needs.

The Company maintains overseas overdraft facilities, which bear variable rates
of interest based upon prevailing market rates in the United Kingdom, Europe,
Hong Kong and Japan. These facilities are used to facilitate the settlement of
daily trading activities. There were no amounts outstanding under these
facilities as of March 31, 2002.

The Company announced on May 9, 2002 that a former employee of Limited, the
Company's United Kingdom brokerage subsidiary, had engaged in unauthorized
trading in foreign securities while employed by Limited, resulting in a pre-tax
loss of approximately $7.1 million. Notwithstanding the loss, Limited is in
compliance with all regulatory capital requirements.

IMPACT OF INFLATION

The Company's business is not capital intensive, and management believes that
the financial results as reported would not have been significantly affected had
such results been adjusted to reflect the effects of inflation or price changes.
However, inflation affects the cost of operations, particularly salaries and
related benefits.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

All of the Company's investments are subject to certain market risks. Market
risk represents the risk of loss that may result from the potential change in
the market value, cash flows and earnings of an investment and related
derivatives as a result of fluctuations in interest rates, foreign exchange
rates and equity prices. Market risk is inherent in investments that contain
derivative and non-derivative financial instruments. The Company has established
procedures to manage its exposure to market fluctuations and changes in the
market value of its investments.


                                       12
<PAGE>

The Company is exposed to foreign currency risk arising from exchange rate
fluctuations on its foreign denominated bank accounts, which are used in its
international brokerage operations. The Company's primary exposure is in U.K.
Pounds Sterling and Hong Kong Dollars. During the periods presented in this
report, the Company was exposed to foreign currency risk with respect to its
investment in the London shares. The Company sold all of its remaining London
shares during the first quarter 2002. The Company mitigates its foreign exchange
exposure by maintaining foreign currency balances only to the extent necessary
to meet the operational needs of its international subsidiaries and by
monitoring its investments in the London shares.

In addition, as a result of its daily brokerage activities, the Company may hold
(normally overnight) long and short security positions. These positions, which
are valued at fair market value, are a result of trading errors that occur in
the ordinary course of business. These positions are normally closed out during
the next day of trading.

For information regarding the Company's exposure to certain market risks, see
Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2001.
Significant changes which have occurred since December 31, 2001 are as follows:

The Company maintained an investment in an unaffiliated multi-manager,
market-neutral limited partnership. The Company liquidated this investment,
valued at $1.5 million, during the first quarter 2002.

At December 31, 2001, the Company owned 99,945 London shares with a market value
of $0.6 million. All of the remaining London shares were sold during the first
quarter 2002. The Company valued the London shares at market.

Through its discontinued operations, Axe-Houghton, the Company maintained
investments in two equity limited partnerships. Axe-Houghton was the general
partner of each of these limited partnerships. During the periods presented in
this report, these limited partnership interests are reflected in the
Consolidated Statement of Financial Condition and in discontinued operations in
the Consolidated Statements of Income under the equity method of accounting. The
Company dissolved these limited partnerships and liquidated its investments in
the partnerships in March and April 2002. The Company received the value of
these limited partnership investments upon their liquidation.



                                       13
<PAGE>

                           PART II - OTHER INFORMATION
                           ---------------------------

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)  EXHIBITS

     None

(B)  REPORTS ON FORM 8-K

     1.  Form 8-K, dated February 1, 2002, Item 5 (announcing completion of the
         sale of certain assets of Axe-Houghton Associates, Inc. to The Bank of
         New York and agreement to sell remainder of Axe-Houghton Associates,
         Inc. in two transactions).

     2.  Form 8-K, dated February 28, 2002, Item 5 (announcing agreement to sell
         Registrant to Investment Technology Group, Inc. and related matters).





                                       14
<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.

                                            Hoenig Group Inc.

Date: May 15, 2002                          By: /s/ Fredric P. Sapirstein
                                                --------------------------------
                                                Fredric P. Sapirstein,
                                                Chairman and
                                                Chief Executive Officer



Date: May 15, 2002                          By: /s/ Alan B. Herzog
                                                --------------------------------
                                                Alan B. Herzog,
                                                Chief Operating Officer and
                                                Chief Financial Officer


                                       15