U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB



(Mark One)

 [ X ]             QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the quarterly period ended June 30, 1997



[   ]              TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to _______________________

Commission file number 333-1182



                        THE ASHTON TECHNOLOGY GROUP, INC.
        (Exact Name of Small Business Issuer as Indicated in Its Charter)

            Delaware                              22-6650372
     (State of Incorporation)                 (I.R.S. Employer
                                             Identification No.)

                          1900 Market Street, Suite 701
                             Philadelphia, PA 19103
                    (Address of Principal Executive Offices)

                                 (215) 751-1900

                (Issuer's telephone number, including area code)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 
                                        --     --

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of common stock, as of June 30, 1997: 7,562,500



<PAGE>




                        THE ASHTON TECHNOLOGY GROUP, INC.
                               INDEX - FORM 10-QSB
                                  June 30, 1997


Part I - Financial Information                                            Page

Item 1.   Financial Statements

          Consolidated Balance Sheets - June 30, 1997
          and March 31, 1997...............................................4

          Consolidated Statements of Operations-
          For the Three Months Ended June 30, 1997 and 1996................5

          Consolidated Statements of Cash Flows-
          For the Three Months Ended June 30, 1997 and 1996................6

          Notes to Unaudited Consolidated Financial Statements.............7

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations........................................10

Part II- Other Information

Item 1.  Legal Proceedings.................................................12

Items 2 through 4 have been omitted since the items are either  inapplicable  or
the answer is negative.

Item 5.  Other Information.................................................12

Item 6.  Exhibits and Reports on Form 8-K..................................12

Signatures.................................................................12

<PAGE>

                         PART I - FINANCIAL INFORMATION




ITEM 1.  FINANCIAL STATEMENTS




<PAGE>


               The Ashton Technology Group, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                     As of June 30, 1997 and March 31, 1997
<TABLE>
<CAPTION>

                                                                       June 30, 1997       March 31, 1997
                                 ASSETS                                 (UNAUDITED)           (AUDITED)
                                                                       --------------      --------------
Current Assets:
<S>                                                                       <C>                    <C>    
     Cash and cash equivalents                                            $1,276,170             $60,841
     Contracts receivable, net of allowance for doubtful accounts          1,200,832           1,483,163
     Prepayments and other current assets                                    142,338              98,903
                                                                           ---------           ---------
         Total Current Assets                                              2,619,340           1,642,907

Property and equipment, net                                                1,007,886           1,041,449
Goodwill, net                                                                564,916             575,581
Private placement costs                                                      348,343                  --
Development costs                                                            236,140                  --
Other assets                                                                  79,100             106,693
                                                                           ---------           ---------
                  Total Assets                                            $4,855,725          $3,366,630
                                                                          ==========          ==========
</TABLE>


                      LIABILITIES AND STOCKHOLDERS'
                           EQUITY (DEFICIENCY)
<TABLE>
<CAPTION>
Current Liabilities
<S>                                                                       <C>                 <C>       
     Accounts payable and accrued expenses                                $1,304,415          $1,937,752
     Billings in excess of costs and estimated earnings                       85,986              52,722
                                                                           ---------           ---------
         Total current liabilities                                         1,390,401           1,990,474
                                                                           ---------           ---------
Long-term debt                                                             3,013,000              13,000
                                                                           ---------           ---------
         Total liabilities                                                 4,403,401           2,003,474
                                                                           ---------           ---------
Minority Interest                                                            310,972             300,279
                                                                           ---------           ---------
Commitments and contingencies
Stockholders' Equity (Deficiency):
         Preferred stock - $.01 par value                                         --                  --
         Common stock - $.01 par value                                        75,625               75,625
         Additional paid-in capital                                       10,482,197           10,482,197
         Accumulated deficit                                             (10,416,470)         (9,494,945)
                                                                         -----------          ---------- 
         Total stockholders' equity (deficiency)                             141,352           1,062,877)
                                                                         -----------          ---------- 
                  Total liabilities and
                  Stockholders' Equity (Deficiency)                       $4,855,725          $3,366,630
                                                                          ==========          ==========

</TABLE>

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

<PAGE>

               The Ashton Technology Group, Inc. and Subsidiaries
                      Consolidated Statements of Operations
               For the Three Months Ended June 30, 1997 and 1996
<TABLE>
<CAPTION>

                                                                 1997                  1996
                                                               UNAUDITED)          (UNAUDITED)*
                                                               ----------          ------------
Revenues                                                        $1,334,202          $1,016,675
                                                                ----------          ----------

Costs and expenses:
<S>                                                             <C>                   <C>     
     Cost of revenues                                           $1,104,916            $663,534
     Development costs                                              36,913             380,277
     Selling, general and administrative expenses                  861,899             669,765
     Depreciation & Amortization                                   116,909             120,384
                                                                 ---------           ---------
                           Total costs and expenses              2,120,637           1,883,960
                                                                 ---------           ---------

Loss from operations                                              (786,435)           (817,285)
Other costs and revenues:
     Interest income                                                19,949               6,743
     Interest expense                                              (50,379)                  --
     Private placement costs                                       (55,002)                  --
     Minority interest in earnings of subsidiary                   (10,693)             31,706
                                                                 ---------            -------
Loss before provision for income taxes                            (882,560)           (842,248)
Provision for income taxes                                          38,966             (71,500)
                                                                 ---------           --------- 
Net loss                                                         $(921,526)          $(913,748)
                                                                 =========           ========= 

Net loss per common share                                            $(.12)              $(.13)
                                                                 =========           ========= 
Weighted average number of common shares outstanding             7,562,500           6,777,234
                                                                 =========           =========

</TABLE>

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

----------
* Eliminates intercompany transactions between Ashton and its subsidiaries.

<PAGE>



               The Ashton Technology Group, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                For the Three Months Ended June 30, 1997 and 1996

<TABLE>
<CAPTION>

                                                                                  1997                 1996
                                                                               (UNAUDITED)          (UNAUDITED)
                                                                               -----------          -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                               <C>                 <C>       
Net loss                                                                          $(921,526)          $(913,748)
Adjustments  to  reconcile  net loss to net cash  (used in)  provided  operating
     activities:
         Depreciation and amortization                                              182,604             120,384
         Increase in minority interest of subsidiary                                 10,693                  --
Changes in operating asset and liabilities
     Decrease in contracts receivable, net                                          282,331             152,381
     Decrease in other assets                                                        27,593                  --
     Increase in prepayment and other                                               (43,435)           (274,727)
     Increase in billing in excess of costs & estimated earnings                     33,264                  --
     Decrease in accounts payable and accrued expenses                             (633,337)         (1,034,527)
                                                                                 ----------          ---------- 
         Net cash used in operating activities                                   (1,061,813)         (1,950,237)
                                                                                 ----------          ---------- 

CASH FLOWS FROM INVESTING ACTIVITIES:

     Purchase of fixed assets                                                       (61,873)           (298,202)
     Cash paid for acquisition of CSI, net of cash acquired:                             --            (483,728)
     Development costs                                                             (257,640)                  --
     Increase in minority interest                                                        --                  --
                                                                                  ----------           ---------
         Net cash used in investing activities                                     (319,513)           (750,224)
                                                                                  ---------            -------- 

CASH FLOWS FROM FINANCING ACTIVITIES:
     Issuance costs for private placement                                          (403,345)                  --
     Issuance costs for initial public offering                                         --              (282,001)
     Proceeds from initial public offering                                               --           10,394,709
     Proceeds from private placement                                              3,000,000                   --
     Proceeds from notes payable                                                         --              250,000
     Payment of notes payable                                                            --           (2,101,341)
                                                                                  ---------           ---------- 
         Net cash provided by financing activities                                2,596,655            8,261,367
                                                                                  ---------            ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS:                                        1,215,329            5,560,906
Cash and cash equivalents, beginning of period                                       60,841               31,021
                                                                                  ---------            ---------
Cash and cash equivalents, end of period                                         $1,276,170           $5,591,827
                                                                                 ==========           ==========
</TABLE>

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

<PAGE>
THE ASHTON TECHNOLOGY GROUP, INC. AND SUBSIDIARIES NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     The accompanying  unaudited consolidated financial statements for the three
months ended June 30, 1997 include the accounts of the Ashton  Technology Group,
Inc. ("Ashton") and its subsidiaries, Universal Trading Technologies Corporation
("UTTC"), Computer Science Innovations,  In. ("CSI(R)") and Gomez Advisors, Inc.
("Gomez"  and,  together  with  Ashton,  UTTC and CSI(R),  the  "Company").  The
financial  statements  for the year ended March 31,  1997 do not include  Gomez,
which was formed by Ashton as a wholly-owned subsidiary on May 21, 1997.

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared  by the  Company  in  accordance  with  generally  accepted  accounting
principles  for  interim  financial   statements  and  in  accordance  with  the
instructions  for  Form  10-QSB.  Accordingly,  they do not  contain  all of the
information and footnotes required by generally accepted  accounting  principles
for  complete  financial   statements.   In  the  opinion  of  management,   the
accompanying  unaudited  consolidated financial statements have been prepared on
the same basis as the audited statements and include all adjustments, consisting
only of normal recurring  adjustments,  which are necessary for a fair statement
of the results of the interim  periods  presented.  These  financial  statements
should be read in conjunction with the footnotes contained in the Company's Form
10-KSB for the fiscal year ended March 31, 1997.

     The  preparation  of  interim  financial  statements,  in  conformity  with
generally  accepted  accounting  principles,  also  requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities;  the disclosure of contingent assets and liabilities at the date of
the interim statements; and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

2. INITIAL PUBLIC OFFERING OF STOCK

     On May 2,  1996,  Ashton's  Registration  Statement  on  Form  SB-2  became
effective and Ashton  completed an initial public  offering (the  "Offering") of
2,150,000  shares of common  stock at an  offering  price of $4.50 per share and
2,150,000  warrants at $.25 per  warrant.  The common stock and the warrants are
separately  tradable.  The  Company  granted  to the  underwriters  the right to
exercise over-allotment options of 322,500 shares of common stock and/or 322,500
warrants at the offering  price  within 45 days of May 2, 1996.  On May 7, 1996,
the underwriters  exercised the over-allotment options and offered an additional
322,500  shares of common stock and 322,500  warrants to the public at $4.50 per
share and $.25 per warrant.  As a result of the Offering,  the Company  received
net  proceeds  of  approximately  $10,395,000  ($9,498,000  after  out-of-pocket
expenses  associated with the Offering) and increased its total shares of common
stock and warrants outstanding by 2,472,500 each.

     Concurrent with the Offering,  the Company  registered  760,000  additional
warrants to purchase common stock. The warrants were issuable automatically upon
the completion of the Offering in exchange for the already existing  outstanding
common stock shares.

3. PROCEEDS FROM PRIVATE PLACEMENT

     On April 18, 1997, UTTC completed a private  placement of $3,000,000 notes,
consisting of  $2,550,000  nonconvertible  and $450,000  convertible  notes,  to
accredited investors.  The convertible notes are convertible into 450,000 shares
of UTTC  common  stock.  These  notes bear  interest  at 9% per  annum,  payable
annually on January 31, and are due on January 31,  1999.  The Company  received
net proceeds of  approximately  $2,596,655  after  deducting debt issue costs of
$403,345. The debt issue costs will be amortized over the term of the notes.

<PAGE>




                           FORWARD-LOOKING STATEMENTS

     Certain   statements  in  this  Form  10-QSB  constitute   "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements  involve known and unknown risks,  uncertainties  and other important
factors that could cause the actual results,  performance or achievements of the
Company  to  differ   materially  from  any  future   results,   performance  or
achievements  expressed  or implied  by such  forward-looking  statements.  Such
risks,  uncertainties and other important factors include, among others: general
economic and business conditions; industry trends; competition;  material costs;
ability to develop markets;  changes in business strategy or development  plans;
availability,  terms  and  deployment  of  capital;  availability  of  qualified
personnel; changes in government regulation and other factors referenced in this
Form 10-QSB. Such  forward-looking  statements speak only as of the date of this
Form 10-QSB.  The Company  expressly  disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking  statement contained
herein to reflect any change in the Company's  expectations  with regard thereto
or any change in events, conditions or circumstances on which any such statement
is based.
<PAGE>

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


FIRST QUARTER OF FISCAL 1998 COMPARED TO FIRST QUARTER OF FISCAL 1997

     On a  consolidated  basis,  the Company had revenues of $1,334,202  for the
quarter ended June 30, 1997  compared to revenues of $1,016,675  for the quarter
ended June 30, 1996.  All of the  Company's  revenues,  and the related "cost of
revenues", were generated by CSI(R).

     During the three  months ended June 30,  1997,  the Company  incurred a net
loss of $921,000 as compared to the three months  ended June 30, 1996,  in which
the Company incurred a net loss of $913,748. If losses continue at this rate and
no additional  financings  take place,  the Company may not meet certain  NASDAQ
Small Cap Market listing requirements.

Development Costs and Expenses

     During the three months ended June 30, 1997, the Company incurred  $257,640
of development costs of which $21,500 was expenses and $236,140 was capitalized.
For the three months ended June 30, 1996, the Company incurred development costs
of $380,277 which was expensed.

     On April 8, 1997, the Company announced that UTTC had completed development
of its UTS(TM)  VWAP(TM)  trading system.  Under generally  accepted  accounting
principles, the Company expenses development costs until the system is ready for
commercial use and thereafter  capitalizes  any  additional  development  costs.
Although the UTS(TM) VWAP(TM) trading system has been operationally  ready since
April of 1997,  trading  on the system can not begin  until the  Securities  and
Exchange Commission ("SEC") approves Rule 237 proposed by the Philadelphia Stock
Exchange  ("PHLX").  Management  expects that an amendment to the proposed rule,
reflecting  enhancements  made to the system since the SEC first  published  the
proposed rule in the Federal  Register on September 4, 1996, may be submitted by
the PHLX to the SEC by September 30, 1997. If the SEC chooses to re-publish  the
proposed rule and amendments in the Federal  Register,  the notification  period
will be a minimum of 35 days and a maximum of 90 after such publication.

     Until the SEC approves  the PHLX  proposed  Rule 237, the UTS(TM)  VWAP(TM)
system  will not be  introduced  at the PHLX and the UTS(TM)  VWAP(TM)  will not
generate  any  revenue.  Failure  of the  UTS(TM)  VWAP(TM)  system to  generate
revenues for UTTC could have an adverse effect on the financial  position of the
Company. There can be no assurance that the SEC will approve the rule change.

Capital Equipment

     During the three months ended June 30, 1997,  the Company spent $61,873 for
the acquisition of equipment, as compared to $298,202 for the three months ended
June 30, 1996.

Selling, General and Administrative Expenses

     During the three months ended June 30, 1997, the Company incurred  $861,899
of  Selling,  General  and  Administrative  ("SG&A")  expenses,  as  compared to
$669,765 for the three months ended June 30, 1996. On a per company basis,  SG&A
costs were  $617,720  for  Ashton,  $95,246  for UTTC,  $121,652  for CSI(R) and
$27,281 for Gomez.

Liquidity

     At June 30, 1997, the Company had cash and cash equivalents of $1,276,170.

     The  Company is  actively  pursuing  alternatives  for  raising  additional
financing,  including  borrowings and further debt and equity  offerings,  which
management believes are currently available to the Company.  However,  there can
be no assurance that the Company will be able to raise  additional  financing on
favorable  terms, if at all, or that it will be able to do so on a timely basis.
There can be no assurance that the Company's actual cash  requirements  will not
exceed its anticipated cash requirements or that additional cash requirements or
additional financing will not be required.

Gomez Advisors, Inc. ("Gomez")

     On May 21, 1997,  the Company formed a  wholly-owned  subsidiary,  Gomez, a
Delaware corporation, which will be headquartered at 101 Federal Street, Boston,
Massachusetts 02110, and Mr. Julio Gomez, a leading independent authority on the
Internet and the world of on-line  investing,  was named its President and Chief
Executive  Officer.  Also joining Gomez is Mr. John Robb who  previously  worked
with Mr. Gomez at Forrester Research in Cambridge, Massachusetts.

     Gomez is expected to provide banks, broker-dealers, insurance companies and
other financial  intermediaries with advice concerning the business potential of
the Internet as a tool for use in marketing and in the interactive  distribution
of financial products.  The range of services that is expected to be provided by
Gomez include strategy development,  marketing, product and interface design and
implementation planning.

Subsequent Events


     On August 6, 1997,  the Company  requested  the PHLX to withdraw its common
stock and warrants from  listing.  Although the  Company's  securities  had been
approved for listing on the PHLX, the PHLX never appointed a specialist  because
of the potential  conflict of interest between their  obligations as specialists
and their participation in the Company's UTS(TM) trading system.


                            PART II-OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

Previously filed.


(Items 2 through 4 have been omitted since the items are either  inapplicable or
the answer is negative)

ITEM 5. OTHER INFORMATION

See "Subsequent Events" in Item 2 of Part I above.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (A)      Exhibits

                 Exhibit 11 -- Earnings Per Share Computation.

                 Exhibit 27 -- Financial Data Schedule

        (B)      Reports on Form 8-K

                 April 18, 1997 -- Press release Regarding Initial Online 
                 Trading Product

                 April 30, 1997 -- Changes in Certifying Accountant

                 April 30, 1997 -- Letter Regarding Changes in Certifying 
                 Accountant.

<PAGE>



                                  EXHIBIT INDEX

Exhibit 11                                                             Page

Earnings Per Share Computation...........................................14

Exhibit 27

Financial Data Schedule..................................................15



<PAGE>



<PAGE>




                                   SIGNATURES


     In accordance  with the  requirements  of the Securities  Exchange Act, the
registrant  causes  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.




                                           THE ASHTON TECHNOLOGY GROUP, INC.




Dated:  As of August 19, 1997              By:  /s/   Robert A. Eprile
                                              --------------------------------
                                              Robert A. Eprile
                                              Chairman of the Board
                                              and Treasurer