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 September 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 September  30, 1997:
7,562,500



<PAGE>

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

Part I - Financial Information                                           

Item 1. Financial Statements

        Consolidated Balance Sheets - September 30, 1997
        and March 31, 1997 and Proforma Consolidated Balance
        Sheet as of September 30, 1997..........................................

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

        Consolidated Statements of Cash Flows-
        For the Six Months Ended September 30, 1997 and 1996....................

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

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

Part II- Other Information

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

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

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

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

Signatures......................................................................



<PAGE>




                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

<PAGE>

               The Ashton Technology Group, Inc. and Subsidiaries
                           Consolidated Balance Sheets
            As of September 30, 1997 and March 31, 1997 and Proforma
               Consolidated Balance Sheet as of September 30, 1997


ASSETS
<TABLE>
<CAPTION>
                                                                                                          Proforma
                                                                                                        September 30,
                                                                                                             1997
                                                                                                         (Unaudited)
                                                     September 30, 1997           March 31, 1997          See Note (5)
                                                     ------------------           --------------          ------------
<S>                                                       <C>                    <C>                     <C>
Current Assets:
    Cash and cash equivalents                             $    503,998            $     60,841           $ 2,423,789
    Contracts receivable, net of allowance for               1,169,884               1,483,163                42,500
      doubtful accounts
    Note receivables                                                 -                       -                49,583
    Prepayments, reimbursements and other                      543,822                  98,903               402,494
    current assets
         Total Current Assets                                2,217,684               1,642,907             2,918,366

Property and equipment net                                     929,853               1,041,449               708,316
Note receivables                                                     -                       -               545,417
Private placement costs                                        374,546                       -                78,030
Development costs                                              320,790                       -               320,790
Goodwill, net                                                  554,251                 575,581                     -
Other assets                                                    81,854                 106,693                62,535
         Total Assets                                      $ 4,478,978            $  3,366,630           $ 4,633,454


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities
   Accounts payable and accrued expenses                   $ 1,933,366            $  1,937,752         $   1,505,862
   Billings in excess of costs                                   3,573                  52,722                     -
                                                             ---------               ---------             ---------
         Total current liabilities                           1,936,939               1,990,474             1,505,862
Long Term Debt                                               3,013,000                  13,000               638,000
                                                             ---------                  ------               -------
         Total liabilities                                   4,949,939               2,003,474             2,143,862
                                                             ---------               ---------             ---------
Minority interest                                              321,966                 300,279                     -
                                                             ---------               ---------             ---------
Commitments and contingencies
Stockholders' Equity (Deficiency):
   Preferred stock - $.01 par value                                  -                       -                 3,995
   Common stock - $.01 par value                                75,625                  75,625                75,625
   Additional paid-n capital                                10,582,197              10,482,197            14,556,756
   Accumulated deficit                                     (11,450,749)            (9,494,945)           (12,146,784)
                                                           -----------             ----------            ----------- 
   Total stockholders' equity (deficiency)                    (792,927)              1,062,877             2,489,592
                                                           -----------             -----------           -----------

         Total Liabilities and Stockholders'             $   4,478,978           $   3,366,630         $   4,633,454
                                                         =============           =============         =============
         Equity (Deficiency)

</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 and Six Months Ended September 30,1997 and 1996
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                    Three Months Ended                    Six Months Ended
                                                       September 30,                        September 30
                                                  -----------------------              ----------------------
                                                  1997               1996              1997              1996
                                                  ----               ----              ----              ----
<S>                                              <C>               <C>                <C>               <C>
Revenues                                         $  1,500,856      $  1,016,675       $ 2,835,057       $ 2,282,015
                                                 ------------      ------------       -----------       -----------

Costs and Expenses:
     Cost of Revenues                               1,084,747           616,496         2,189,663         1,528,695
     Development Costs                                166,762         1,594,667           203,675         1,974,944
     Selling, general and administrative            1,058,928           966,586         1,920,827         1,636,351
       expenses
     Depreciation and amortization                      7,045           120,384           243,954           240,768
                                                    ---------         ---------         ---------         ---------
     Total costs and expenses                       2,437,482         3,298,133         4,558,119         5,380,758
                                                    =========         =========         =========         =========
Loss from operations                                (936,627)       (2,281,458)       (1,723,062)       (3,098,743)
Other costs and revenues:
Interest income                                         6,269            92,017            26,218            98,760
Interest expense                                     (62,866)                 -         (113,245)                 -
Minority interest in earnings of                     (10,994)          (49,362)          (21,687)          (81,068)
subsidiary
Private placement costs                              (55,000)                 -         (110,002)                 -
                                                   ---------        -----------       -----------       -----------            
Loss before provision for income taxes            (1,059,218)       (2,238,803)       (1,941,778)       (3,081,051)
                                                  ==========        ==========        ==========        ========== 
Provision for income taxes                                  -                 -            14,026            71,500

Net loss                                      $   (1,059,218)     $ (2,238,803)     $ (1,955,804)     $ (3,152,551)
                                              ==============      ============      ============      ============ 

Net loss per common share                      $        (.14)     $       (.31)      $      (.26)      $      (.44)
                                               =============      ============       ===========       =========== 
Weighted average number of common shares
outstanding                                    $    7,562,500      $  7,601,400      $  7,562,500      $  7,189,316
                                               ==============      ============      ============      ============

</TABLE>

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


<PAGE>


               The Ashton Technology Group, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
              For the Six Months Ended September 30, 1997 and 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          Six Months Ended September 30,
                                                                          ------------------------------
                                                                          1997                    1996
                                                                          ----                    ----

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                       <C>                      <C>          
Net loss                                                                  $ (1,955,804)            $ (3,152,551)

Adjustments to reconcile net loss to net cash (used in)
       provided by operating activities, net of acquired
       business in 1996:

           Depreciation and amortization                                        390,046                  207,280

           Increase in minority interest of subsidiary                           21,687                        -

Changes in operating assets and liabilities

       (Increase) Decrease in contracts receivables, net                        313,299                  (8,872)

       (Increase) Decrease in prepayments and other                           (444,919)                (258,603)

       (Decrease) Increase in accounts payable and accrued                      (4,386)                (654,154)
       expenses

       (Decrease) Increase in billings in excess of costs                      (49,149)                   95,619
                                                                            ------------             -----------

           Net cash used in operating activities                            (1,729,226)              (3,771,281)
                                                                            ----------               ---------- 

CASH FLOWS FROM INVESTING ACTIVITIES:

       Purchase of fixed assets                                                (79,290)                (844,416)

       Cash paid for acquisition of CSI(R), net of cash acquired                        -              (506,812)

       Development costs                                                      (373,390)                        -

       Increase in minority interest                                                  -                   81,068
                                                                              ---------              -----------

           Net cash used in investing activities                              (452,680)              (1,270,160)
                                                                              --------               ---------- 

CASH FLOWS FROM FINANCING ACTIVITIES:

       Issuance costs for private placement                                   (474,937)                        -

       Issuance costs for initial public offering                                     -                (282,001)

       Proceeds from initial public offering                                          -               10,394,709

       Proceeds from private placement                                        3,100,000                        -

       Proceeds from notes payable                                                    -                  250,000

       Payment of notes payable                                                       -              (2,101,341)
                                                                                                     ---------- 

           Net cash provided by financing activities                          2,625,063                8,261,367
                                                                              ---------                ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                       443,157                3,219,926

Cash and cash equivalents, beginning of period                                   60,841                   31,021
                                                                              ---------                   ------

Cash and cash equivalents, end of period                                     $  503,996              $ 3,250,947
                                                                               =========             ============

</TABLE>

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

<PAGE>
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     The accompanying  unaudited  consolidated  financial statements for the six
months ended  September  30, 1997 include the accounts of The Ashton  Technology
Group,  Inc.  ("Ashton") and its subsidiaries,  Universal  Trading  Technologies
Corporation  ("UTTC"),  Computer Science Innovations,  Inc. ("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
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. PREPAYMENTS, REIMBURSEMENTS AND OTHER CURRENT ASSETS

     Included  in  prepayments,  reimbursements  and other  current  assets  are
litigation costs of $402,494 for which the Company is seeking reimbursement from
its insurance carrier.

3. PRIVATE PLACEMENTS AND EXCHANGE OFFER

     Commencing  September  18,  1997,  Ashton has been  engaged in two  private
placements  of  $5,000,000 of  convertible  preferred  stock and an offer to the
holders  of  $3,000,000   principal  amount  of  promissory  notes  of  Ashton's
subsidiary,  Universal Trading Technologies Corporation ("UTTC"), to exchange an
equivalent  principal amount of Ashton  preferred stock. The securities  offered
have not been and will not be registered  under the  Securities  Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.

     Ashton is offering (the "Series A Offering")  to sell up to 250,000  shares
(the "Series A Shares"), with an aggregate liquidation preference of $2,500,000,
of its  Series A  Convertible  PIK  Preferred  Stock  (the  "Series A  Preferred
Stock"),  solely to accredited  investors  ("Accredited  Investors")  within the
meaning of Regulation D promulgated under the Securities Act of 1933, as amended
(the "Securities  Act"). The Series A Shares are being offered in units having a
minimum aggregate liquidation  preference and purchase price of $100,000 (10,000
Series A Shares).  The Series A Shares are being offered for a period of 60 days
beginning on September 18, 1997,  subject to one or more extensions for up to an
aggregate of an additional 60 days. Closings have occurred, and will continue to
occur,  promptly  following each receipt by Ashton of  subscription  agreements,
together with the subscription price for the shares therefor subscribed.  At any
time after February 15, 1998, each holder of Series A Preferred Shares will have
the right to  convert  each  Series A Share  into:  (i) ten shares of the Common
Stock,  par value $0.01 per share,  of Ashton (the "Ashton Common  Stock");  and
(ii) one  two-year  warrant to purchase  three shares of the Common  Stock,  par
value $0.01 per share, of UTTC (the "UTTC Common Stock"), with an exercise price
of $0.75 per share, subject to adjustment (the "Warrant").


     Ashton is offering to sell (the "Series B Offering for New Investors"  and,
together with the Series A Offering, the "New Investor Offerings") up to 250,000
shares (the "New  Investor  Series B  Shares"),  with an  aggregate  liquidation
preference  of  $2,500,000,  of its Series B  Convertible  Preferred  Stock (the
"Series B Preferred Stock" and,  together with the Series A Preferred Stock, the
"Preferred Stock"),  solely to Accredited  Investors.  The New Investor Series B
Shares  are  being  offered  in units  having a  minimum  aggregate  liquidation
preference and purchase  price of $50,000 (5,000 New Investor  Series B Shares).
The New  Investor  Series B Shares  are  being  offered  for a period of 90 days
commencing  September 18, 1997,  subject to one or more  extensions for up to an
aggregate of an additional 90 days. Closings have occurred, and will continue to
occur,  promptly  following each receipt by Ashton of  subscription  agreements,
together with the subscription price for the shares therefor subscribed.  At any
time after June 30, 1998,  each holder of Series B Preferred Stock will have the
right to convert each share of Series B Preferred  Stock into: (i) six shares of
Ashton  Common  Stock;  and (ii) one two-year  Warrant to purchase two shares of
UTTC  Common  Stock,  with an  exercise  price of $0.75 per  share,  subject  to
adjustment (a "Series B Warrant";  and all such warrants taken together with all
of the Series A Warrants, the "Warrants," and individually, a "Warrant").

     Ashton has been offering to exchange (the  "Exchange  Offer" and,  together
with the New Investor  Offerings,  the  "Offerings") up to 300,000 shares of its
Series B Preferred  Stock (the "Exchange  Offer Series B Shares";  together with
the New Investor  Series B Shares,  the "Series B Shares";  the Series B Shares,
together with the Series A Shares,  the "Shares";  and, the Shares together with
the  Ashton  Common  Stock,   the  Warrants  and  the  UTTC  Common  Stock,  the
"Securities"),  with an aggregate  liquidation  preference of $3,000,000,  for a
like principal amount of 9% Subordinated  Non-Convertible  Promissory Notes (the
"Non-Convertible  Notes") and 9% Subordinated  Convertible Promissory Notes (the
"Convertible Notes" and, together with the  Non-Convertible  Notes, the "Notes")
of UTTC in units  (the  "Units")  consisting  of  $42,500  principal  amount  of
Non-Convertible  Notes and $7,500 in principal  amount of Convertible  Notes. In
order to participate in the Exchange Offer,  holders of Notes have been and will
be required to tender all Units of which they are the  holders.  Notwithstanding
the foregoing,  if a holder owns only 1/2 Unit,  such holder may tender such 1/2
Unit. The Exchange Offer  commenced on September 18, 1997, and will terminate at
5:00 p.m., Philadelphia time, on January 15th 1998, subject to extension.

     As of November 12, 1997, Ashton has received executed  subscriptions for 19
units of  Series A  Preferred  Stock  for a total of  $1,900,000  and 2 units of
Series B Preferred Stock for a total of $100,000. Also, as of November 12, 1997,
Ashton has received fully executed exchange  agreements from UTTC noteholders to
exchange $2,375,000 of UTTC Convertible Notes and Non-Convertible Notes for 47.5
units of Ashton Series B Preferred Stock.

4. SALE OF CSI(R)

     On  November  6,  1997,  Ashton  sold  its  subsidiary,   Computer  Science
Innovations,  Inc. ("CSI(R)"), to George H. Milligan and Susanne L. Cavadeus, as
Trustees  of  the  Trust  Created  by The  Computer  Science  Innovations,  Inc.
Leveraged  ESOP, for $1,723,000,  payable as follows:  (1) repayment of $500,000
loan plus interest of $28,875,  (2) $600,000 in cash, and (3) a five-year 8 1/4%
note for $594,125.

5. PROFORMA CONSOLIDATED BALANCE SHEET

     The unaudited  Proforma  Balance Sheet  presents the results of the sale of
CSI(R) and the Offerings as if the above described  transactions (as of November
12, 1997) had occurred on September 30, 1997.



<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

SIX MONTHS OF FISCAL 1998 COMPARED TO SIX MONTHS OF FISCAL 1997.

     On a consolidated basis, the Company had revenues of $2,835,057 for the six
months ended  September 30, 1997 compared to revenues of $2,282,015  for the six
months ended September 30, 1996. For fiscal 1997, all of the Company's  revenues
and the related  "cost of  revenues"  were  generated  by CSI(R) and, for fiscal
1998, all but $80,000 of revenues were generated by CSI(R).

     During the six months ended September 30, 1997, the Company  incurred a net
loss of $1,955,804 as compared to the net loss of $3,152,551  for the six months
ended September 30, 1996.

Development Costs and Expenses

     During the six months  ended  September  30,  1997,  the  Company  incurred
$524,465 of  development  costs of which  $203,675 was expensed and $320,790 was
capitalized.  For the six months ended September 30, 1996, the Company  incurred
development costs of $1,974,944 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").  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,  was submitted by the PHLX to the SEC on
October 27, 1997.  Management expects that the SEC will choose to re-publish the
proposed  rule  and  amendments  in the  Federal  Register,  in  which  case the
notification  period will be a minimum of 35 days and a maximum of 90 days after
publication.

     Until the SEC approves  the PHLX  proposed  Rule 237, the UTS(TM)  VWAP(TM)
trading 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)  trading  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  ever
approve the rule change or that such approval will occur shortly.

Capital Equipment

     During the six months ended  September 30, 1997,  the Company spent $79,290
for the  acquisition  of  equipment,  as compared to $844,416 for the six months
ended September 30, 1996.

Selling, General and Administrative Expenses

     During the six months  ended  September  30,  1997,  the  Company  incurred
$1,920,827 of Selling, General and Administrative ("SG&A") expenses, as compared
to  $1,636,351  for the six months ended  September  30, 1996.  On a per company
basis,  SG&A costs were $1,057,009 for Ashton.  $329.190 for UTTC,  $343,797 for
CSI and $190,831 for Gomez.

Liquidity

     At  September  30,  1997,  the  Company  had cash and cash  equivalents  of
$503,998.  See also  Note  (5)  "Proforma  Consolidated  Balance  Sheet"  to the
Unaudited  Consolidated  Financial  Statements above.  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.

Subsequent Events

     On  November  6, 1997,  Ashton sold its  subsidiary,  CSI(R),  to George H.
Milligan  and  Susanne L.  Cavadeus,  as  Trustees  of the Trust  Created by The
Computer Science  Innovations,  Inc. Leveraged ESOP, for $1,723,000,  payable as
follows:  (1) repayment of $500,000 loan plus interest of $28,875,  (2) $600,000
in cash, and (3) a five-year 8 1/4% note for $594,125.

     As of November 12, 1997, Ashton has received executed  subscriptions for 19
units of  Series A  Preferred  Stock  for a total of  $1,900,000  and 2 units of
Series B Preferred Stock for a total of $100,000. Also, as of November 12, 1997,
Ashton has received fully executed exchange  agreements from UTTC noteholders to
exchange $2,375,000 of UTTC Convertible Notes and Non-Convertible Notes for 47.5
units of Ashton Series B Preferred Stock.


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     On August 29, 1997, David N. Rosensaft ("Mr.  Rosensaft") and Ashton, UTTC,
The  Dover  Group,   Inc.,  and  Fredric  W.  Rittereiser   (collectively,   the
"Defendants") entered into a Settlement Agreement of certain claims, pursuant to
which: (i) Mr. Rosensaft dismissed with prejudice his Ninth,  Eleventh,  Twelfth
and Thirteenth  Claims for Relief which had related to Ashton's failure to cause
First United Equities  Corporation  ("First  United") to return to Mr. Rosensaft
200,000  shares of Ashton  Common  Stock held in escrow by First  United  (Ninth
Claim for  Relief)  and to  Ashton's  refusal to  approve  the  transfer  of Mr.
Rosensaft's  shares of Ashton  Common Stock  (Eleventh,  Twelfth and  Thirteenth
Claims for  Relief);  (ii) the  200,000  shares of Ashton  Common  Stock held in
escrow by First United were returned to Mr. Rosensaft; and (iii) Ashton and UTTC
dismissed with prejudice their First and Second Counterclaims, which had related
to Mr.  Rosensaft's  acquisition of 1,100,000  shares of Ashton Common Stock and
333,333 shares of UTTC Common Stock.

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

ITEM 5.  OTHER INFORMATION

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

     As of  September  18,  1997,  Ashton and UTTC  entered  into an  agreement,
pursuant to which  contemporaneously  with the  Offerings,  Ashton is  receiving
shares of UTTC  Common  Stock  from  UTTC in  exchange  for cash  contributions,
obligations assumed and certain other consideration,  in each case at a value of
$0.50  per share of UTTC  Common  Stock.  Such  contributions,  obligations  and
consideration  include:  (i) $1.5 million in payments made and services rendered
to or on behalf of UTTC by Ashton in connection with the development of the ATED
system,  for which Ashton will receive 3 million  shares;  (ii) up to $2,385,417
million  of  obligations  of UTTC  guaranteed  by Ashton for which  Ashton  will
receive the  applicable  number of shares of UTTC Common Stock (up to 4,770,834)
upon the  advance  by Ashton  under its  guarantees  and for which  Ashton  will
receive a commitment fee of 143,125 shares of UTTC Common Stock;  (iii) up to $3
million in connection with the purchase by Ashton of Notes in the Exchange Offer
for which Ashton will receive up to 6 million  shares of UTTC Common Stock;  and
(iv) up to  $2,500,000  from  the  proceeds  of the  Series B  Offering  for New
Investors  (inclusive of allocated  estimated offering expenses of $325,000) for
which Ashton will receive up to 5 million shares of UTTC Common Stock.

     On September  11, 1997,  the Board of  Directors of Ashton  authorized  for
issuance  options  to  purchase  6,000,000  shares of the Ashton  Common  Stock,
subject  to the  approval  of the  stockholders  of Ashton,  at the next  annual
meeting,  of an amendment to the  Certificate  of  Incorporation  of Ashton,  as
amended,  increasing the number of authorized shares of Ashton Common Stock from
20,000,000 to 40,000,000 and the number of authorized  shares of preferred stock
from 1,000,000 to 2,000,000. Such options may be issued to directors,  officers,
employees and certain other contributors to the value of Ashton and will have an
exercise  price equal to $1.875 per share (the closing price on NASDAQ  SmallCap
on September  10, 1997) and certain other terms to be  determined.  On September
11, the Board of Directors of UTTC approved,  and over a majority in interest of
the  stockholders  of  UTTC  consented  in  writing  to,  an  amendment  to  the
Certificate  of  Incorporation  of UTTC,  as amended,  increasing  the number of
authorized  shares of UTTC Common Stock from  20,000,000 to  40,000,000  and the
number  of  authorized  shares of  preferred  stock of UTTC  from  1,000,000  to
2,000,000.  In addition,  on September 11, 1997,  the Board of Directors of UTTC
authorized for issuance warrants to purchase 6,000,000 shares of the UTTC Common
Stock. Such warrants may be issued to directors, officers, employees and certain
other contributors to the value of UTTC and will have an exercise price equal to
$1.00 per share. Such warrants will be not be exercisable until the earlier of a
sale of UTTC, an initial  public  offering of UTTC or two years from the date of
issuance of such Warrants (the "Trigger Date"), and, following the Trigger Date,
will be exercisable for a period of two years.

     On September 15, 1997,  NASDAQ  advised  Ashton that  Ashton's  capital and
surplus  (stockholders' equity) as of June 30, 1997 was less than the $1,000,000
required for continued  listing,  and, unless Ashton met this  requirement,  its
securities would be delisted from NASDAQ SmallCap. Ashton requested an extension
to meet this requirement,  which request was denied. In response, Ashton filed a
formal  request  for a hearing to review the  denial of its  extension  request.
Pursuant to NASDAQ policy,  Ashton's  securities  will remain listed pending the
decision of the hearing  panel.  The hearing was held on November 6, 1997, and a
decision is pending. It is Ashton's belief that on a proforma basis Ashton is in
compliance with NASDAQ requirements for continued listing.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)      Exhibits

         Exhibit 10 - Stock Issuance Agreement, dated as of September 18, 1997,
         between The Ashton Technology Group, Inc. and Universal Trading 
         Technology Corporation.

         Exhibit 11 - Earnings Per Share Computation.

         Exhibit 27 - Financial Data Schedule

(B)      Reports on Form 8-K

         November 6 - Sale of CSI(R)

         November 12- Private Placement


<PAGE>
3
                                   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.



                                      BY: /s/   Robert A. Eprile
                                          ----------------------
                                          Name:  Robert A. Eprile
                                          Title:   Chairman of the Board
Dated:   As of November 14, 1997


<PAGE>
                                  EXHIBIT INDEX
                                      Page
Exhibit 10
Stock Issuance Agreement........................................................

Exhibit 11
Earnings Per Share Computation..................................................

Exhibit 27
Financial Data Schedule.........................................................