CW&T Draft - 11/19/96
                           Privileged and Confidential

                     U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   Form 10-QSB

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

                    For the quarterly period ended September 30, 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)

                         10420 Little Patuxent Parkway, Suite 490
                                  Columbia, MD 21044-3559
                   (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 September 30, 1996: 7,562,500.
<PAGE>


                        THE ASHTON TECHNOLOGY GROUP, INC.

                               INDEX - FORM 10-QSB

                               September 30, 1996






Part I - Financial Information 

Item 1.  Financial Statements

             Consolidated Balance Sheets - September 30, 1996        
             and March 31, 1996

             Consolidated Statements of Operations - For the
             Three and Six Months Ended September 30, 1996 and 1995

             Consolidated Statements of Cash Flows -
             For the Six Months Ended September 30, 1996 and 1995

             Notes to Unaudited Consolidated Financial Statements

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



Part II - Other Information

Items 1 through 5 have been omitted since the items are either  inapplicable  or
the answer is negative

Item 6.    Exhibits and Reports on Form 8-K

           Signatures

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.           Financial Statements




               The Ashton Technology Group, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                  As of September 30, 1996 and March 31, 1996


                                     ASSETS

                                            September 30, 1996    March 31, 1996
                                                (UNAUDITED)          (AUDITED)

Current Assets:
   Cash and cash equivalents                      $ 3,250,947         $ 31,021
   Contracts receivable, net of allowance
       for doubtful accounts                          977,084               --
   Notes receivable from stockholders                  91,448               --
   Prepayments and other current assets               194,089               --
              Total Current Assets                  4,513,568           31,021

Property and equipment, net                           868,617           21,359
Deferred offering costs                                    --          614,856
Investment in unconsolidated investee                      --          708,844
Goodwill, net                                         623,451               --
Other assets                                           69,776           27,590


              TOTAL ASSETS                         $ 6,075,412     $ 1,403,670



                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities:
   Accounts payable and accrued expenses             $ 832,762     $ 1,067,429
   Billings in excess of costs                         107,437              --
   Notes payable to stockholders                        43,430       1,244,771
      Total current liabilities                        983,629       2,312,200
Long-term debt                                               --        650,000
      Total liabilities                                983,629       2,962,200
Minority Interest                                      304,931              --
Commitments and contingencies
Stockholders' Equity (Deficiency):
   Preferred stock - $.01 per value                         --              --
   Common stock - $.01 per value                        75,625          52,900
   Warrants outstanding, exercise price
       of $5.85                                        618,125              --
   Additional paid-in capital                        9,898,192       1,341,109
   Treasury stock                                           --        (300,000)
   Accumulated deficit                              (5,805,090)     (2,652,539)
   Total stockholders' equity (deficiency)           4,786,852      (1,558,530)

              TOTAL LIABILITIES AND STOCKHOLDERS'
              EQUITY (DEFICIENCY)                 $ 6,075,412      $ 1,403,670


              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 and Six Months Ended
                   September 30, 1996 and 1995 (Unaudited)

<TABLE>
<CAPTION>

                                                        Three Months Ended                 Six Months Ended
                                                            September 30,                    September 30,
                                                           1996             1995            1996             1995
 <S>                                                   <C>               <C>           <C>                 <C>     
Revenues                                               $ 1,748,443  $           --    $   3,162,088      $        --

Costs and expenses:
   Cost of revenues                                      1,348,264              --        2,408,768               --
   Development costs                                     1,594,667              --        1,974,944               --
   Selling, general and administrative expenses          1,086,970         146,612        1,877,119          156,612
                         Total costs and expenses        4,029,901         146,612        6,260,831          156,612
Loss from operations                                   (2,281,458)       (146,612)      (3,098,743)        (156,612)
Interest income (expense), net                              92,017        (10,356)           98,760         (10,356)
Minority interest in earnings of subsidiary               (49,362)              --         (81,068)               --
Loss before provision for income taxes                 (2,238,803)       (156,968)      (3,081,051)        (166,968)
Provision for income taxes                                      --              --           71,500               --
Net loss                                             $ (2,238,803)     $ (156,968)    $ (3,152,551)      $ (166,968)

Net loss per common share                                  $ (.30)         $ (.03)          $ (.44)          $ (.03)
    Weighted average number of common shares
    outstanding                                          7,562,500       5,290,000        7,150,416        5,290,000



              The accompanying notes are an integral part of these
                       consolidated financial statements.
</TABLE>
<PAGE>
               The Ashton Technology Group, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
         For the Six Months Ended September 30, 1996 and 1995 (Unaudited)
<TABLE>
<CAPTION>
    
                                                                       Six Months Ended September 30,
                                                                           1996              1995
<S>                                                                   <C>                <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                              $ (3,152,551)      $ (166,968)
Adjustments to  reconcile  net loss to net cash (used in)
    provided by operating activities, net of acquired business
    in 1996:
    Depreciation and amortization                                           207,280              117
Changes in operating asset and liabilities
    Increase in contracts receivable, net                                   (8,872)               --
    Increase in prepayments and other                                     (258,603)          (3,225)
    (Decrease) Increase in accounts payable and accrued
         expenses                                                         (654,154)          232,101
    Increase in billings in excess of costs                                  95,619               --
      Net cash (used in) provided by operating activities               (3,771,281)           62,025

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of fixed assets                                              (844,416)          (1,170)
    Cash paid for acquisition of CSI, net of cash acquired               (506,812)        (667,524)
    Cash paid for acquisition of UTTC, net of cash acquired                     --         (50,000)
    Increase in minority interest                                            81,068               --
      Net cash used in investing activities                             (1,270,160)        (718,694)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance costs for initial public offering                            (282,001)        (229,533)
    Proceeds from initial public offering                                10,394,709               --
    Proceeds from notes payable                                             250,000        1,518,806
    Payment of notes payable                                            (2,101,341)               --
      Net cash provided by financing activities                           8,261,367        1,289,273

NET INCREASE IN CASH AND CASH EQUIVALENTS                                 3,219,926          632,604
Cash and cash equivalents, beginning of period                               31,021               --
Cash and cash equivalents, end of period                                $ 3,250,947        $ 632,604

</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  consolidated financial statements for the three
          and six months  ended  September  30, 1996 include the accounts of The
          Ashton  Technology  Group,  Inc.   ("Ashton")  and  its  subsidiaries,
          Universal  Trading  Technologies  Corporation  ("UTTC")  and  Computer
          Science Innovations,  Inc. ("CSI(R)")  (collectively,  the "Company").
          The financial  statements for the three and six months ended September
          30, 1995 represent the accounts of Ashton. On October 25, 1995, Ashton
          acquired  80% of the common  stock of UTTC and on May 2, 1996,  Ashton
          purchased additional shares of CSI(R) which enabled the Company to own
          80%  of  both  classes  of  CSI's(R)  common  stock.   These  business
          combinations have been accounted for as a purchase. Prior to September
          30, 1995,  Ashton had an  investment  in CSI(R) that was accounted for
          using the equity method.

               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 10-KSB for the fiscal year ended March 31, 1996.

               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 previously filed Registration  Statement
          on Form SB-2 became  effective  and the Company  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 public offering rate, 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 initial  public  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. The net proceeds from the Offering were used to repay
          all notes payable to stockholders,  long-term debt and related accrued
          interest in  existence  through the date of the  Offering  and provide
          working  capital.  The net  proceeds  were also used to  purchase  the
          additional  shares  of CSI(R)  stock  and  provide  the  Company  with
          additional working capital.

               Concurrent  with  the  initial  public   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.        Acquisitions

               On June 6, 1996,  Ashton signed a Memorandum of Principal  Points
          as  a  prelude  to a  Definitive  Agreement  for  the  acquisition  of
          Information  Systems  Security  Incorporated  (ISSI),  an  information
          security consulting firm. The Definitive  Agreement was never executed
          and at the beginning of November 1996, both companies  determined that
          an acquisition was not in their best interests.

<PAGE>


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

          Second  Quarter of Fiscal 1997  Compared  to Second  Quarter of Fiscal
          1996.

               The results of operations  for the second  quarter of fiscal 1997
          are not  comparable  to the second  quarter of fiscal 1996 because all
          accounts in fiscal  1996 were the  accounts  of Ashton  only,  whereas
          fiscal 1997 accounts  also include  Ashton's  subsidiaries,  Universal
          Trading   Technologies   Corporation  ("UTTC")  and  Computer  Science
          Innovations ("CSI").

               The Company  had  revenues of  $1,748,443  for the quarter  ended
          September 30, 1996 and revenues of $3,162,088 for the six months ended
          September  30, 1996.  All of the Company's  revenues,  and the related
          "cost of revenues", were generated by the Company's CSI subsidiary.

               During the three months  ended  September  30, 1996,  the Company
          incurred  a net  loss of  $2,238,803  and for  the  six  months  ended
          September 30, 1996, the Company incurred a net loss of $3,152,551. The
          losses for the first six  months  ended  September  30,  1996  include
          significant non-recurring start-up expenses related to:

               -- development  of the Ashton  Technology  Encryption  
                  Device (ATED)

               -- development of the Universal Trading System (UTS(TM))

               -- establishment of offices and hiring of key personnel

          Development Costs

               During the six months  ended  September  30,  1996,  the  Company
          incurred  $1,974,944 of development costs on a consolidated  basis, of
          which Ashton  incurred  costs of $875,610 for the design,  development
          and initial  manufacturing of the ATED encryption  device and $424,475
          for the  development  of the  crypto-server.  The  ATED  will  provide
          information  security,  including  encryption and authentication,  for
          communications  with a host computer.  The crypto-server will enable a
          host computer to  simultaneously  communicate with multiple ATEDs. The
          ATED  and  crypto-server  technology  will be used by UTTC to  provide
          information security and complete anonymity for all trades through the
          UTS(TM)  system.  Separately,  UTTC incurred costs of $674,859 for the
          development of the UTS(TM) system which will be an electronic  pricing
          and  transaction  facility for trading  exchange listed and NASDAQ NMS
          securities in conjunction with the Philadelphia Stock Exchange.

          Significant Contracts

               In the  Prospectus  for the Company's  initial  public  offering,
          dated  May  2,  1996,  the  Company  estimated  that  it  would  spend
          approximately  $500,000  for the  design and  development  of ATED and
          $350,000  for the  encryption  server.  During  the six  months  ended
          September  30, 1996,  Ashton (i)  increased  its  commitments  for the
          design  and  development  of  ATED  from  $500,000  to   approximately
          $1,400,000 (of which  $1,283,000  represented  Ashton's  commitment to
          Alliant  Techsystems,  Inc.  ("Alliant") as the primary contractor for
          ATEDs),  and (ii) increased its commitments for the encryption  server
          from $350,000 to $506,000.  These increases  resulted in cost overruns
          of approximately $1,050,000.

               Separately,  UTTC has contracts totaling  $1,046,456 with CSI for
          the UTS(TM)  system and, as of September  30, 1996,  $755,362 had been
          paid to  CSI.  Additionally,  in  August  1996,  UTTC  entered  into a
          sublease  through  May 31,  2005 for  10,000  square  feet in the same
          building as the  Philadelphia  Stock  Exchange.  UTTC's  monthly lease
          cost, which includes a five-year buyout of the furniture and fixtures,
          is $14,897.67.

               In November 1996,  Ashton closed the Maryland office and moved to
          space at 1900 Market Street in Philadelphia,  Pennsylvania.  The costs
          associated  with closing the Maryland  facility  will be recorded as a
          charge in the third quarter of fiscal 1997.

          Capital Equipment

               During the six months ended September 30, 1996, the Company spent
          $844,416 for the acquisition of equipment, primarily computer hardware
          and  software  for the UTS(TM)  system.  To date,  the Company has not
          obtained  financing for such  purchases.  

          Selling, General and Administrative Expenses

               During the six months  ended  September  30,  1996,  the  Company
          incurred  $1,877,119  of Selling,  General and  Administrative  (SG&A)
          expenses.  On a per subsidiary  basis,  Ashton incurred  $1,158,869 of
          SG&A expense, UTTC $485,622 and CSI $232,628. The largest component of
          Ashton and UTTC's SG&A  expenses  were labor  costs which  amounted to
          $294,591 for Ashton and $140,628  for UTTC.  Additionally,  during the
          six months ended September 30, 1996, the Company incurred considerable
          one-time SG&A expenses related to:

                    --   opening  offices and  building a computer  facility for
                         UTTC  Non-recurring   costs  during  this  period  were
                         approximately $110,000.

                    --   hiring key technical  people for UTTC including Fred S.
                         Weingard,  who is Executive Vice President for Advanced
                         Programs    and    Technologies,    and   two    senior
                         technologists. (Relocation costs paid during the period
                         were  $135,000.  UTTC has  also  signed  an  employment
                         contract  with Mr.  Weingard.  This  contract  has been
                         included as an Exhibit to this Form 10-QSB.)

          Liquidity

               At September 30, 1996, the Company had cash and cash  equivalents
          of  $3,250,947.  Management  believes that the Company has  sufficient
          resources  to complete its initial  development  program for ATEDs and
          the UTS(TM) system.  Management  further  expects to begin  generating
          revenues from trading through the UTS(TM) system in the fourth quarter
          of  the  fiscal  year  ending  March  31,  1997.  Management  is  also
          considering  options for additional  debt and/or equity  financings to
          enhance the Company's ability to develop and market new products.

          Subsequent Events

               On September 6, 1996,  Robert A. Eprile filed an amended Schedule
          13D relating to his ownership of common stock of Ashton.  On September
          13, 1996, a group filed a Schedule 13D, which was amended on September
          17, 1996.  This group was  comprised  of Robert A. Eprile,  Fredric W.
          Rittereiser,  John A. Blohm,  The Dover Group,  Inc. and affiliates of
          the Dover Group (collectively, the "Group Members"). The Group Members
          were   concerned   that  the  management  of  Ashton  was  not  taking
          appropriate measures to protect the interests of Ashton's stockholders
          and to enhance the value of the  stockholders'  investments in Ashton.
          Through legal counsel,  the Group Members  commenced  discussions with
          Ashton's  legal  counsel  and  counsel  for  Raymond  T.  Tate.  These
          discussions led to a resolution of the Group Members' differences with
          Raymond T. Tate and Ashton,  as  described  below.  The Group  Members
          filed an amended  Schedule  13D on October 25,  1996,  disbanding  the
          group.

               On October 22,  1996,  The Ashton  Technology  Group,  Inc.  (the
          "Company")  entered  into  a  settlement  agreement  (the  "Settlement
          Agreement") with the Group Members,  Raymond T. Tate and Helen J. Tate
          as trustee for the Tate Trusts. The Settlement  Agreement resolved all
          differences  among  the  parties  thereto,  and  all  parties  to  the
          Settlement  Agreement agreed to release each of the other parties from
          any and all actions or claims arising out of or in connection with the
          matters  covered  by  the  Settlement   Agreement.   Pursuant  to  the
          Settlement Agreement,  on October 22, 1996, Mr. Tate resigned from his
          position  as director  of the  Company  and its  subsidiaries  and all
          officer  positions  held by him in the Company  and its  subsidiaries.
          Pursuant to the Settlement  Agreement,  on October 22, 1996, the Board
          of Directors of the Company  elected Fred S. Weingard,  Executive Vice
          President  for  Technology  and  Advanced   Computer  Systems  of  the
          Company's subsidiary Universal Trading  Technologies  Corporation,  to
          fill the vacancy on the  Company's  Board of Directors  created by the
          resignation of Mr. Tate.

               Pursuant to the Settlement  Agreement and in consideration of the
          payment of $250,000,  on October 22, 1996,  Helen J. Tate,  as trustee
          for the Tate Trusts,  granted to Mr.  Rittereiser  or his designee the
          option (the "Call Option"), exercisable at any time from April 2, 1997
          through June 2, 1997,  to purchase  1,000,000  shares of the Company's
          common stock, par value $0.01 per share (the "Common Stock"), from the
          Tate Trusts for a total purchase price of $4,500,000.  Pursuant to the
          Settlement  Agreement  and in  consideration  for $1, Mr.  Rittereiser
          granted  Mr. Tate the option (the "Put  Option"),  exercisable  at any
          time during the five business days  following the exercise of the Call
          Option,  to require  Mr.  Rittereiser  to  purchase  from Mr. Tate the
          107,500 shares of Common Stock of the Company owned,  beneficially  or
          otherwise, by Mr. Tate for a total purchase price of $483,750. The Put
          Option is assignable by Mr. Rittereiser.

               As a result of the Call Option,  Mr. Rittereiser may be deemed to
          beneficially  own 1,000,000  shares,  or  approximately  13.2%, of the
          outstanding Common Stock of the Company.

               On October 22, 1996, Mr. Tate and the Company also entered into a
          license  agreement (the "License  Agreement").  Under the terms of the
          License  Agreement,  the  Company  granted  to Mr.  Tate a  perpetual,
          worldwide license, at his own cost, to use, sublicense,  reproduce and
          make derivative  works and  enhancements of the technology used by the
          Company to develop the Ashton Technology  Encryption Devices ("ATED"),
          including  the ATED Key  Management  System,  encryption  software and
          crypto-server  technology (the "Licensed  Technology") in any field of
          use  other  than the  Financial  Services  Industry  (as such  term is
          defined in the License  Agreement).  In consideration for granting the
          license,  Mr.  Tate  (or  his  permitted  assigns  under  the  License
          Agreement) must pay a perpetual annual royalty to the Company equal to
          2% of the total gross  revenues  earned  from the use of the  Licensed
          Technology.  Mr. Tate's right to use the Licensed  Technology  will be
          exclusive,  provided Mr. Tate pays to the Company a cumulative license
          fee of at least $100,000 by October 22, 2000 (the "License Fee").  The
          License Fee will be reduced by the total amount of  royalties  paid to
          the  Company.  Mr. Tate may assign the license to any person or entity
          controlled by Mr. Tate.

               The  Company  and  Mr.  Tate  also   entered  into  a  consulting
          agreement, dated October 22, 1996 (the "Consulting Agreement").  Under
          the terms of the Consulting  Agreement,  the Company retained Mr. Tate
          to act as a consultant to Computer Science Innovations,  Inc. ("CSI"),
          a subsidiary  of the Company,  for the period from October 22, 1996 to
          December 31, 1998. As compensation  for such services,  for the period
          from October 22, 1996 through  December 31, 1996, the Company will pay
          Mr. Tate (or, in the event of his death, his estate) $40,000.  For the
          period from  October 22, 1996 through  December 31, 1998,  the Company
          also will pay to Raymond Tate Associates, Inc. $120,000 per annum. Mr.
          Tate also  agreed not to  compete  with the  Company in the  Financial
          Services   Industry  (as  such  term  is  defined  in  the  Consulting
          Agreement) during the term of the Consulting Agreement.

               In  connection  with  the  Settlement  Agreement,   First  United
          Equities  Corporation,  the  representative of the underwriters of the
          Company's May 2, 1996 initial public offering ("First United"), agreed
          to waive certain  restrictions  on the transfer of Common Stock by Mr.
          Tate  and  Helen  J.  Tate,   as  trustee  of  the  Tate  Trusts.   In
          consideration  for such waiver,  the Company  agreed to release  First
          United  from  any and  all  actions  or  claims  arising  out of or in
          connection with the Settlement  Agreement.  The Company also agreed to
          indemnify  First United for any such  actions and to  reimburse  First
          United  for  certain  legal  fees  incurred  in  connection  with  the
          Settlement Agreement.

               The  Settlement   Agreement,   the  License   Agreement  and  the
          Consulting  Agreement and all transactions  contemplated  thereby were
          unanimously  approved  by the  Company's  Board of  Directors,  acting
          through Vice Admiral (U.S. Navy retired)  Albert J. Baciocco,  Jr. and
          Dr. Ruth M. Davis, the Company's outside directors.

               On October 22, 1996, after closing the transactions  contemplated
          by the Settlement Agreement,  the newly constituted Board of Directors
          of the Company convened a meeting and took the following actions:  (i)
          amended  Article V,  Section 6 of the By-Laws of the Company to permit
          the positions of Chairman of the Board and Chief Executive  Officer to
          be held by  different  individuals;  (ii)  elected  Robert A.  Eprile,
          currently a director of the Company as well as the President and Chief
          Operating Officer of UTTC,  Chairman of the Board and Treasurer of the
          Company; (iii) appointed Mr. Rittereiser President and Chief Executive
          Officer  of the  Company  and  Chairman  of the Board of UTTC and (iv)
          authorized  the Company to reimburse the Group Members for any and all
          legal services  rendered by the law firm of  Cadwalader,  Wickersham &
          Taft in connection with or relating to the Settlement  Agreement,  the
          transactions contemplated thereby and the disputes settled thereby.

               On October 23, 1996,  Vice Admiral (U.S.  Navy retired) Albert J.
          Baciocco, Jr. resigned from his positions as a director of the Company
          and its subsidiary,  Computer Science Innovations, Inc. On October 25,
          1996,  Dr. Ruth M. Davis also  resigned  her position as a director of
          the  Company.  The Board of  Directors  has not filled  the  vacancies
          created by such resignations.

               The  Settlement  Agreement,  License  Agreement,  and  Consulting
          Agreement were all attached as Exhibits to the Form 8-K of the Company
          filed on October 28, 1996.

<PAGE>


                           PART II - OTHER INFORMATION

     (Items  1  through  5  have  been  omitted   since  the  items  are  either
     inapplicable or the answer is negative)

Item 6.   Exhibits and Reports on Form 8-K

          (A) Exhibits

              Exhibit 11 - Earnings per share computation.
              Exhibit 12 - Fred S. Weingard Employment Contract.
              Exhibit 27 - Financial Data Schedule

          (B) Reports on form 8-K

              October 28, 1996 - Report on Change in Control of the Company

<PAGE>


                                   SIGNATURES


In accordance with the  requirements of the 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: November 20, 1996                By: /s/ Fredric W. Rittereiser
     --------------------                 -------------------------------------
                                          Fredric W. Rittereiser
                                          Chief Executive Officer and President

<PAGE>


                                  EXHIBIT INDEX



Exhibit 11                                                                  Page

Earnings per share computation


Exhibit 12                                                                  Page

Fred S. Weingard Employment Contract


Exhibit 27                                                                  Page

Financial Data Schedule