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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                (AMENDMENT NO. 1)

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

                  For the quarterly period ended JUNE 30, 2002

                                       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 0-31049

                            TRADESTATION GROUP, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)

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<CAPTION>
            FLORIDA                                     65-0977576
            -------                                     ----------
<S>                                                 <C>
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)
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          8050 S.W. 10TH STREET, SUITE 4000, PLANTATION, FLORIDA 33324
          ------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                  954-652-7000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                 8700 WEST FLAGLER STREET, MIAMI, FLORIDA 33174
                 ----------------------------------------------
                 (Former address of principal executive offices)

         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 [ ]

         AS OF JULY 26, 2002, THERE WERE 44,568,524 SHARES OF THE REGISTRANT'S
COMMON STOCK OUTSTANDING.

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         TradeStation Group, Inc. hereby amends and restates in its entirety the
following Item 6 of Part II of its Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2002 filed with the Securities and Exchange
Commission on August 2, 2002 as set forth below. The purpose of this amendment
is to include the certification by the Co-Chief Executive Officers and the Chief
Financial Officer of TradeStation Group, Inc. as required by Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. ss.1350.

                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)      THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REPORT:

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         <S>      <C>
         99.1     Certification of Co-Chief Executive Officers Under 18 U.S.C. ss.1350.
         99.2     Certification of Chief Financial Officer Under 18 U.S.C. ss.1350.
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(B)      REPORTS ON FORM 8-K

         (i)      On May 2, 2002, we filed a Current Report on Form 8-K for
                  events that occurred on April 30 and May 1, 2002, reporting in
                  Item 5 thereof that entities owned by William R. Cruz and
                  Ralph L. Cruz, the founders and Co-Chief Executive Officers of
                  TradeStation Group, purchased on May 1, 2002, 3,000,000 shares
                  of our common stock from an entity owned by Farshid Tafazzoli,
                  a former insider of TradeStation Group, at $1.40 per share for
                  a total purchase price of $4,200,000. In connection with the
                  stock purchase, the voting trust among entities owned by the
                  Cruzes and Mr. Tafazzoli and other former principal
                  shareholders of OnlineTrading.com was terminated effective as
                  of April 30, 2002.

         (ii)     On May 14, 2002, we filed a Current Report on Form 8-K for an
                  event that occurred on May 13, 2002, reporting in Item 4
                  thereof a change in our independent accountants for 2002 from
                  Arthur Andersen LLP to Ernst & Young LLP.

         (iii)    On July 25, 2002, we filed a Current Report on Form 8-K for an
                  event that occurred on July 25, 2002, reporting in Item 5
                  thereof that our Board of Directors approved a stock
                  repurchase program authorizing the repurchase from time to
                  time of up to 4 million shares of the Company's common stock
                  in the open market or through privately-negotiated
                  transactions.

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                                    SIGNATURE

    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.



                                       TradeStation Group, Inc.
                                       Registrant



August 9, 2002                         /s/ David H. Fleischman
--------------                         -----------------------------------------
Date                                   David H. Fleischman
                                       Chief Financial Officer
                                       Vice President of Finance and Treasurer
                                       (Signing both in his capacity as an
                                       authorized officer and as Principal
                                       Financial and Accounting Officer of the
                                       Registrant)

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                                  EXHIBIT INDEX

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<CAPTION>
Exhibit No.              Exhibit
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<S>                      <C>
   99.1                  Certification of Co-Chief Executive Officers Under 18 U.S.C. ss.1350.
   99.2                  Certification of Chief Financial Officer Under 18 U.S.C. ss.1350.
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