U.S. Securities and Exchange Commission

                             Washington, D.C. 20549
                                  Form 10-QSB/A
                                (Amendment No. 1)



   (MarkOne)

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

          For the quarterly period ended December 31, 1996.

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

          For the transition period from ________________ to __________________

          Commission file number:  333182



                        The Ashton Technology Group, Inc.

                Delaware                                       22-6650372
       -----------------------                               ------------------
       (State of incorporation)                              (IRS 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)
         (Former name, former address and former fiscal year, if changed
                               since last report)

     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 December 31, 1996:
7,562,500.



<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

     On April 10, 1997, The Ashton  Technology  Group, Inc. withdrew its request
for confidential  treatment of Section 5.20 of Exhibit 10.1 to this Form 10-QSB,
and  therefore  Section 5.20 of Exhibit 10.1 to this  Schedule  10-QSB is hereby
restated as follows:

     "Section 5.20 Rosensaft  Cooperation.  Rosensaft hereby agrees to cooperate
fully with Ashton, UTTC, Dover and Rittereiser with regard to the Securities and
Exchange  Commission's  investigation  styled In the Matter of Ashton Technology
Group,  Inc.  (P-225)  (the  "Investigation").  Rosensaft  further  agrees  that
Cadwalader,  Wickersham & Taft,  Ashton's  counsel,  shall act as  co-counsel to
Rosensaft with Smith Campbell & Paduano in connection with the Investigation."

                                   SIGNATURES

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




  The Ashton Technology Group, Inc.
  ---------------------------------
          (Registrant)






Date:  April 18, 1997                  By:      /s/ Fredric W. Rittereiser
                                                --------------------------
                                                Chief Executive Officer