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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-K/A

(Amendment No. 1)



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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2004



Commission file number 000-32717



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Instinet Group Incorporated

(Exact Name of Registrant as Specified in Its Charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 13-4134098                       
|(State or Other Jurisdiction of Incorporation or Organization) |  | (IRS Employer Identification No.)
|                                                               | 
|3 Times Square, New York, NY                                   |  | 10036                            
|(Address of Principal Executive Offices)                       |  | (Zip Code)                       



212-310-9500

(Registrants Telephone Number, Including Area Code)



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Securities registered pursuant to Section 12(b) of the Act:

None



Securities registered pursuant to Section 12(g) of the Act:



|                                       |  |                                     
|-------------------------------------- |  | ------------------------------------
|Title of Each Class                    |  | Name of Exchange on Which Registered
|Common Stock $0.01 par value per share |  | NASDAQ National Market              



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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 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.    x  Yes ̈No



Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of
this Form 10-K. ̈



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



Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act.):    Yes ̈No  x



As of June 30, 2004, the
aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $495,295,838, based upon the NASDAQ National Market closing price for such shares on that date. For purposes of this
calculation, the Registrant has assumed that its directors and executive officers are affiliates.



The number of shares of Common Stock outstanding as of November 7, 2005 was 340,638,905 shares.



Portions of the Instinet Group Incorporated Proxy Statement for the 2005 Annual Meeting of
Stockholders are incorporated by reference in Part III hereof.



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Explanatory Note



This Amendment to the Companys Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004, which amends in part the
Companys Form 10-K originally filed on March 11, 2004, is being filed solely for the purpose of correcting an error in the submission of the Companys Consolidated Financial Statements. The Consolidated Financial Statements included
in the original 10-K under Item 8 are the correct Consolidated Financial Statements for the fiscal year ended December 31, 2004. However, a second set of the Consolidated Financial Statements were inadvertently attached to the filing after
the Exhibit Index and this second set of financials were not intended to be filed and should be disregarded as they were an incomplete draft of the financial statements.



| |  |  | Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | Consolidated Statements of Financial Condition as of December 31, 2004 and 2003
| | - |  | -------------------------------------------------------------------------------



| |  |  | Consolidated Statements of Changes in Stockholders Equity for the years ended December 31, 2004, 2003 and 2002
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | Notes to Consolidated Financial Statements
| | - |  | ------------------------------------------



This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K on March 11, 2004, or modify or update the disclosures therein in any
way. The filing of this Form 10-K/A shall not be deemed an admission that the original filing, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading. This report
continues to speak as of the date of the original filing of the Companys Form 10-K and the filing of this amended Form 10-K/A should not be understood to mean that any statements contained herein are true or complete as of any date subsequent
to the date of the original filing of the Companys Report on Form 10-K. Investors should rely on Item 8 in the original Form 10-K for information regarding the fiscal year ended December 31, 2004.



PART IV



Item 15.Exhibits, Financial Statement Schedules



(a) Exhibit List



|               |  |                                                                                                                                                                                                                                    
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                                                        
|31             |  | Certificates of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 dated November 10, 2005.





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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.



INSTINET GROUP INCORPORATEDBy:

/s/ PAUL A. MEROLLAPaul A. Merolla




November 14, 2005



Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.



|                  |  |                                                      |  |      |  | 
|----------------- |  | ---------------------------------------------------- |  | ---- |  | 
|Signature         |  | Titles                                               |  | Date
|*Edward J. Nicoll |  | Chief Executive Officer and Director                 |  |     
|                  |  |                                                     
|*John F. Fay      |  | Executive Vice President and Chief Financial Officer |  |     
|                  |  |                                                     
|*Mark Nienstedt   |  | Officer and Director                                 |  |     
|                  |  |                                                     
|*Ian Strachan     |  | Director and Chairman of the Board                   |  |     
|                  |  |                                                     
|*Thomas H. Glocer |  | Senior Director                                      |  |     
|                  |  |                                                     
|*John C. Bogle    |  | Director                                             |  |     
|                  |  |                                                     
|*David Grigson    |  | Director                                             |  |     
|                  |  |                                                     
|*Peter J. Job     |  | Director                                             |  |     
|                  |  |                                                     
|*John Kasich      |  | Director                                             |  |     
|                  |  |                                                     
|*Kay Koplovitz    |  | Director                                             |  |     
|                  |  |                                                     
|*Kevin Landry     |  | Director                                             |  |     
|                  |  |                                                     
|*Devin Wenig      |  | Director                                             |  |     
|                  |  |                                                     
|*Robin Josephs    |  | Director                                             |  |     
|                  |  |                                                      | 
|*By:              |  | /s/ PAUL A. MEROLLA                                  |  |      |  | 
|                  |  | Paul A. Merolla                                      |  |      |  | 
|                  |  | Attorney-in-Fact                                     |  |      |  | 





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EXHIBIT INDEX



|               |  |                                                                                                                                                                                                                                    
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                                                        
|31             |  | Certificates of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 dated November 10, 2005.





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