SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-QSB/A

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Fiscal Quarter Ended                              Commission File Number

December 31, 1997                                                333-1182




                        THE ASHTON TECHNOLOGY GROUP, INC.
        (Exact name of small business issuer as specified in its charter)


       Delaware                                         22-6650372
(State of Incorporation)                 (I.R.S. Employer Identification Number)

              1900 Market Street, Suite 701, Philadelphia, PA 19103
                    (Address of principal executive offices)

          Issuer's telephone number, including area code: 215-751-1900


Number of shares of common stock outstanding on December 31, 1997:  7,562,500

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                Yes   X     No    
                                    ----       ----

<PAGE>


                        THE ASHTON TECHNOLOGY GROUP, INC.

                               INDEX - FORM 10-QSB/A

                                December 31, 1997


Part I - Financial Information                                             Page

Item 1.  Financial Statements
         Consolidated Balance Sheets as of December 31, 1997
         and March 31, 1997.................................................4

         Consolidated Statements of Operations
         For the Three and Nine Months Ended December 31, 1997 and 1996.....5

         Consolidated Statements of Cash Flows
         For the Nine Months Ended December 31, 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...............................................9

Part II - Other Information

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

         Item 2.  Changes in Securities and Use of Proceeds.................12

Items 3 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..........................12

         Signatures.........................................................15


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



<PAGE>



               The Ashton Technology Group, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                   As of December 31, 1997 and March 31, 1997

ASSETS                                 December 31, 1997          March 31, 1997
                                       -----------------         --------------
                                         (UNAUDITED)                 (AUDITED)
Current Assets:
  Cash and cash equivalents             $   853,383                $    60,841
  Contracts receivable, net of               36,843                  1,483,163
   allowance for doubtful accounts
  Notes receivable                          100,009                          -
  Prepayments and other current assets      424,025                     98,903
  Total Current Assets                    1,414,260                  1,642,907


  Property and equipment, net               711,305                  1,041,449
  Note receivable - long term               486,090                         --
  Private placement costs                   700,818                         --
  Development costs                         365,640                         --
  Investment in ECOM, Inc.                  105,000                         --
  Goodwill, net                                  --                    575,581
  Other assets                               67,605                    106,693
                                        -----------                -----------
               Total Assets           $   3,850,718              $   3,366,630
                                        -----------                -----------


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued expenses   $ 994,663                 $1,937,752
  Billings in excess of costs                    --                     52,722
                                        -----------                -----------
    Total current liabilities               994,663                  1,990,474
Long-term debt                               38,000                     13,000
                                        -----------                -----------
    Total liabilities                     1,032,663                  2,003,474
                                        -----------                -----------
Minority Interest                                --                    300,279
                                        -----------                -----------
Commitments and contingencies
Stockholders' Equity:
    Preferred stock - $.01 par value          5,485                         --
    Common stock - $.01 par value            75,625                     75,625
    Additional paid-in capital           15,255,925                 10,482,197
    Accumulated deficit                 (12,518,980)                (9,494,945)
                                        -----------                -----------
      Total stockholders' equity          2,818,055                  1,062,877
                                        -----------                -----------
                Total Liabilities and
                Stockholders' Equity  $   3,850,718              $   3,366,630
                                        -----------                -----------

              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 Nine Months Ended December 31, 1997 and 1996
                                   (Unaudited)

                                Three Months Ended           Nine Months Ended
                                     December 31,                December 31,
                                ------------------           ------------------

                                  1997         1996        1997         1996
                                  ----         ----        ----         ----
Revenues                        $505,310   $1,144,977   $3,340,367   $3,426,992
Costs and expenses:
  Cost of revenues               431,233      827,121    2,620,896    2,355,816
  Development costs              103,018      668,518      306,693    2,643,462
  Selling, general and                                        
   administrative expenses       892,930      695,432    2,813,757    2,331,783
  Depreciation and amortization  120,880      120,384      364,834      361,152
                                --------    ---------    ---------    --------- 
     Total costs and expenses  1,548,061    2,311,455    6,106,180    7,692,213
Loss from operations          (1,042,751)  (1,166,478)  (2,765,813)  (4,265,221)

Other costs and revenues:
  Cost of corporate   
   restructuring                      --     (702,678)          --     (702,678)
  Interest Income (expense),
    net                          (55,043)      15,105     (142,070)     113,865
  Gain on sale of subsidiary     101,992           --      101,992           --
  Private placement costs        (55,003)          --     (165,005)          --
  Minority interest in earnings   10,223      (37,085)     (11,464)    (118,153)
   of subsidiary                                                               
Loss before provision for
 income taxes                 (1,040,582)  (1,891,136)  (2,982,360)  (4.972,187)
Provision for income taxes        27,749      155,800       41,775      227,300
Net loss                     $(1,068,331) $(2,046,936) $(3,024,135) $(5,199,487)
Net loss per common share          $(.14)      $ (.27)     $  (.40)      $ (.73)
Weighted average number of
 common shares outstanding     7,562,500    7,562,500    7,562,500    7,150,416

              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 Nine Months Ended December 31, 1997 and 1996
                                   (Unaudited)

                                                 Nine Months Ended December 31,
                                                 ------------------------------
                                                   1997                 1996
                                                   ----                 ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                       $(3,024,135)         $(5,199,487)
Adjustments to reconcile net loss to
 net cash used by operating activities,
 net of acquired business in 1996:
  Depreciation and amortization                    554,081             253,827
  Increase in minority interest of subsidiary       11,464                  --
  Gain on sale of subsidiary                      (101,992)                 --
Changes in operating asset and liabilities
  Increase in contracts receivable, net            (36,843)            (229,469)
  Increase in prepayments and other assets        (273,568)            (236,094)
  Decrease in accounts payable and
   accrued expenses                               (464,036)            (250,440)
  Increase in billings in excess of costs               --              194,043
                                              ------------        -------------
    Net cash used by operating activities       (3,335,029)          (5,467,620)
                                              ------------        -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Note receivable - sale of subsidiary            (586,099)                  --
  Purchase of fixed assets                        (121,797)          (1,012,917)
  Cash received from sale of subsidiary             600,000                  --
  Cash paid for acquisition of CSI(R),
    net of cash acquired                                 --            (512,012)
  Investment in ECOM, Inc.                        (105,000)                  --
  Increase in minority interest                                         118,153
  Development costs                               (365,640)                  --
  Adjustment of net cash for subsidiary sold       (45,448)                  --
                                              ------------        -------------
    Net cash used in investing activities         (623,984)          (1,406,776)
                                              ------------        -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance costs for private placement            (702,997)              (1,960)
  Issuance costs for initial public offering            --             (282,001)
  Proceeds from initial pubic offering                  --           10,394,709
  Proceeds from notes payable                           --              250,000
  Proceeds from private placement                5,500,000                   --
  Payment of notes payable                              --           (2,101,341)
                                              ------------        -------------
     Net cash provided by financing activities   4,797,003            8,259,407
                                              ------------        -------------
NET INCREASE IN CASH AND CASH EQUIVALENTS          837,990            1,385,011
Cash and cash equivalents, beginning of period      15,393               31,021
                                              ------------        -------------
Cash and cash equivalents, end of period      $    853,383        $   1,416,032
                                              ============        =============

              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
         nine months ended  December 31, 1997 include the accounts of The Ashton
         Technology  Group,  Inc.  ("Ashton")  and its  subsidiaries,  Universal
         Trading Technologies  Corporation  ("UTTC"),  and Gomez Advisors,  Inc.
         ("Gomez"). Ashton, together with UTTC and Gomez, is the "Company".

         The  Company's   subsidiary,   Computer   Science   Innovations,   Inc.
         ("CSI(R)"),  was sold on  November  6, 1997 (see  "Sale of  Subsidiary"
         below). The financial statements for the nine months ended December 31,
         1997 include CSI(R) until it was sold. The financial statements for the
         year ended March 31, 1997 include  CSI(R),  but did 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.       SALE OF SUBSIDIARY

         On November  6, 1997,  Ashton  sold  CSI(R) to George H.  Milligan  and
         Susanne L.  Cavadeas,  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 of  $594,125.  The
         Company recognized a gain on the sale of $101,992.


3.       PREPAYMENT AND OTHER CURRENT ASSETS

         Included in prepayments  are $413,980 of legal costs for a lawsuit with
         one stockholder.  To the extent such costs are not recoverable from the
         Company's  insurance carrier,  Fredric W. Rittereiser,  Chief Executive
         Officer of Ashton,  and The Dover Group, Inc., a stockholder of Ashton,
         have agreed to pay such costs.


4.       RESTATEMENT OF REVENUES

         The 1996  revenues and cost of revenues  have been  restated to reflect
         intercompany  eliminations  not  reflected  on the  original  unaudited
         quarterly  financial  statements.  For the nine months and three months
         ended  December  31,  1997,  these   intercompany   eliminations   were
         $1,236,340 and $222,358 respectively.


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


         NINE MONTHS OF FISCAL 1998 COMPARED TO NINE MONTHS OF FISCAL 1997.
   
     For fiscal 1997,  all of the Company's  revenues,  and the related "cost of
revenues", were generated by CSI(R) which was sold on November 6, 1997 (see Note
2 to the  Financial  Statements),  and for  fiscal  1998,  all but  $159,750  of
revenues  were  generated  by  CSI(R).  The  sale  of  CSI(R)  has  resulted  in
substantially  lower revenues from continuing  operations.  Until the Securities
and Exchange  Commission  ("SEC) approves Rule 237 proposed by the  Philadelphia
Stock  Exchange  ("PHLX")  (see "Rule  Change"  below) and the UTS VWAP  trading
system ("VTS(TM)") becomes operational, the Company will not be able to generate
significant revenues.
    
     On a  consolidated  basis,  the Company had revenues of $3,340,367  for the
nine months ended  December 31, 1997 compared to revenues of $3,426,992  for the
nine months ended December 31, 1996.

     During the nine months ended December 31, 1997, the Company  incurred a net
loss of  $3,024,135  as compared to the nine months ended  December 31, 1996, in
which the Company incurred a net loss of $5,199,487.

Development  Costs

     During the nine months  ended  December  31,  1997,  the  Company  incurred
$672,333 of  development  costs of which  $306,693 was expensed and $365,640 was
capitalized.  For the nine months ended December 31, 1996, the Company  incurred
development  costs of  $2,643,462  which was  expensed.  The  December  31, 1996
development  costs  included  $1,618,592  for the Ashton  Technology  Encryption
Device (ATED) and its associated cryptoserver. The December 31, 1997 development
costs were for  enhancements  to the  VTS(TM)  trading  system and the design of
future transactional products.

Rule Change

     On April 8, 1997, the Company announced that UTTC had completed development
of its VTS(TM).  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 VTS(TM)
system has been  operationally  ready since April of 1997, trading on the system
can not begin until the SEC approves Rule 237 proposed by the 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  28,  1997.  The SEC  approved
re-publishing  the  proposed  rule and  amendments  in the  Federal  Register on
December 22, 1997,  and the proposed rule and  amendments  were published in the
Federal Register on December 31, 1997. The notification period will be a minimum
of 35 days and a maximum of 90 days after publication. There can be no assurance
that Rule 237 will be  approved  or that,  if the SEC  approves  Rule  237,  the
Company will be able to generate positive net revenues.

Capital Equipment

     During the nine months ended  December 31, 1997, the Company spent $121,797
for the acquisition of equipment,  as compared to $1,012,917 for the nine months
ended December 31, 1996. The reason capital  expenditures during the nine months
ended  December  31, 1996 were  substantially  greater  than in the period ended
December  31, 1997 was because the primary  computers  required  for the VTS(TM)
trading  system were  purchased  during the nine months ended December 31, 1996.
Given the rapid advancements in computer technology,  the Company is continually
upgrading its systems.

Selling, General and Administrative Expenses

     During the nine months  ended  December  31,  1997,  the  Company  incurred
$2,813,757 of Selling,  General and Administrative  (SG&A) expenses, as compared
to  $2,331,783  for the nine months ended  December  31, 1996.  On a per company
basis,  SG&A costs were $1,591,230 for Ashton,  $494,808 for UTTC,  $433,083 for
CSI  and  $294,636  for  Gomez.  The  increase  in SG&A  expenses  is due to the
formation and operation of the new  wholly-owned  subsidiary of Gomez (which was
formed in May 1997) and to higher legal costs  incurred in  connection  with the
Rosensaft lawsuit, regulatory and listing issues.

Liquidity

     At  December  31,  1997,  the  Company  had cash and  cash  equivalents  of
$853,383.  For a description of an improvement in the Company's  liquidity since
that date, see "Subsequent Events" below.

     On September  18, 1997 the Company  commenced a private  offer and exchange
offer pursuant to which it offered to certain investors (i) up to 250,000 shares
of its Series A Convertible PIK Preferred  Stock (with a liquidation  preference
of $10.00 per share) (the "Series A  Preferred");  (ii) up to 250,000  shares of
its Series B  Convertible  Preferred  Stock (with a  liquidation  preference  of
$10.00 per share)  ("Series B Preferred");  and (iii) to exchange (the "Exchange
Offer") up to 300,000  shares of its Series B Preferred  for up to $3,000,000 of
convertible  and  non-convertible  notes (the "UTTC Notes")  issued by UTTC. The
Series A Preferred pays cumulative dividends  semi-annually at an annual rate of
$0.50 per share and is payable In additional  shares of Series A Preferred until
February 15, 2000. At any time after February 15, 1998, each holder of shares of
Series A  Preferred  will  have the  right to  convert  each  share of  Series A
Preferred  into: (i) ten shares of the Common Stock,  par value $0.01 per share,
of Ashton (the "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
Series B Preferred pays cumulative dividends  semi-annually at an annual rate of
$0.90 per  share.  At any time  after June 30,  1998,  each  holder of shares of
Series B  Preferred  will  have the  right to  convert  each  share of  Series B
Preferred into: (i) six shares of 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.

     As of December  31,  1997,  the Company had  received  signed  Subscription
Agreements  for all of the shares of the  Series A  Preferred  offered  (250,000
shares)  and 5,000 of the  shares of Series B  Preferred  offered.  The Series A
transaction was closed on January 15, 1998.

     As of December  31,  1997,  the Company had  received  signed  Subscription
Agreements  for the tender of  $2,975,000  of UTTC  Notes for which the  Company
issued 297,500 shares of Series B Preferred Stock. The Exchange Offer was closed
on January 15, 1998.

     The Company has extended its private offer to institutional  and accredited
investors of Series B Preferred  until May 15, 1998.  Such  offering of Series B
Preferred will not be registered under  Securities Act of 1933, as amended,  and
may not be offered or sold in the United States absent  registration  thereunder
or an applicable exemption from the registration requirements thereunder.

     If and  when the SEC  approves  the  PHLX's  proposed  Rule 237 (see  "Rule
Change" above),  the Company expects to be able to commence the operation of its
VTS(TM) system with the PHLX within a month thereafter.

     In addition to the $1,000,000  which the Company raised on January 27, 1998
(see "Subsequent Events" below), the Company expects to raise additional capital
from future private  placements and/or other sources by the end of March,  1998.
There can be no  assurances,  however,  that the  Company  will be able to raise
capital on a timely basis or on terms acceptable to the Company, if at all.

     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.  The Company may
require  additional  funds  to  provide  working  capital  and  to  sustain  its
operations until it generates positive cash flow from its operations.

Subsequent Events

     On January 27, 1998,  the Company  completed the sale of 100,000  shares of
the Series "C" Convertible  Preferred Stock to a group of foreign investors (the
"Investors"),  with a liquidation  preference of $10.00 per share (the "Series C
Preferred"),  for an aggregate purchase price of $1,000,000 ("Series C Shares").
Holders of the  Series C Shares  will have the right to  convert  each  Series C
Share into one share of Common  Stock at the  conversion  price  which  shall be
equal to the following:  (i) if the Market Price (as hereinafter defined) on the
Conversion  Date (as hereinafter  defined) is less than $1.8774,  the conversion
price is equal to the lesser of 75% of the Market Price at the  Conversion  Date
or $1.2516,  and (ii) if the Market Price at the Conversion  Date is equal to or
greater than $1.8774,  the conversion  price is equal to $1.2516 plus 50% of the
difference  between the Market Price at the  Conversion  Date and  $1.8774.  The
"Market Price" shall mean the average of the closing bid prices per share of the
Common  Stock over the five  consecutive  trading days ending on the trading day
immediately  preceding the date the holder elects to have the shares of Series C
Preferred Stock converted (the "Conversion  Date").  In addition,  the Investors
will receive warrants  exercisable into an aggregate of 100,000 shares of Common
Stock at an exercise  price of 105% of the Market Price for a period of 5 years.
In  connection  with the sale,  the Company has agreed to pay a placement fee to
the placement  agent of $50,000 and to transfer to it 5,000 Shares of the Series
C Convertible Preferred Stock and a warrant to purchase 100,000 shares of Common
Stock at an exercise price of 105% of Market Price for a period of 5 years.

     The Company has used a substantial  portion of the $1,000,000 to reduce its
accounts payable and accrued expenses.

<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     See previous reports in the Company's Form 10-KSB for the fiscal year ended
March 31, 1997 and Form 10-QSB for the  quarterly  period  ended  September  30,
1997.

     On December 3, 1997,  Judge Shira A.  Sheindlin  entered her  decision  and
order in Rosensaft v. The Ashton Group,  Inc. et al. USDC,  SD, NY, 97 Civ. 3138
(SAS) granting plaintiff's Motion for Partial Summary Judgment under plaintiff's
Tenth Claim for Relief against  defendants The Dover Group,  Inc. and Fredric W.
Rittereiser.  Neither  Ashton nor UTTC were  parties  to, or  affected  by, this
decision.

     Alliant  Techsystems,  Inc. ("Alliant") has notified Ashton of its claim of
approximately  $280,000 as the balance  allegedly due under its contact with the
Company for the production of certain ATED systems.  On October 22, 1997, Ashton
filed a  complaint  against  Alliant  in the  Court of Common  Pleas,  County of
Philadelphia,  Pennsylvania  for  damages  for failure of Alliant to perform its
obligations  under its  contract  with Ashton.  On December  15,  1997,  Alliant
Techsystems filed its answer and counterclaims  seeking damages in an amount "in
excess of $50,000."

     In a letter to the  Company  dated  November  17,  1997,  The NASDAQ  Stock
Market,   Inc.   ("Nasdaq")   informed  the  Company  that  the  Nasdaq  Listing
Qualifications  Panel (the "Panel") granted the Company a conditional  exception
to Nasdaq's minimum capital and surplus listing requirement. The Panel required,
however,  that the Company make a public  filing on or before  December 31, 1997
with the SEC and Nasdaq containing a balance sheet and  corresponding  statement
of operations no older than November 30, 1997 with proforma  adjustments for any
significant  events or transactions  occurring on or before the filing date, and
evidencing a minimum of $4,000,000  in capital and surplus.  On January 9, 1998,
     in response to the  December  30, 1997  request of the  Company,  the Panel
extended the conditional exception to January 16, 1998, and on January 22, 1998,
the Panel  further  extended the  conditional  exception to January 27, 1998, on
which date the Company filed a Form 8-K with the SEC and Nasdaq which  contained
a  November  30,  1997  balance  sheet  with  proforma  adjustments   evidencing
compliance with the $4,000,000 capital and surplus  requirement set forth in the
Panel's Decision dated January 9, 1998. By letter dated January 29, 1998, Nasdaq
advised the Company  that the  Company  was found to be in  compliance  with the
terms of its  qualifications  exception and with all  requirements for continued
listing on Nasdaq, and that the hearing file was closed.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

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

     (Items  3  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 10.1          -   Partial Summary Judgment Rosensaft vs. The
                                   Ashton Group, Inc. et al.
         Exhibit 11            -   Computation of Earnings Per Share.
         Exhibit 27            -   Financial Data Schedule.
         Exhibit  99           -   Stock Purchase Agreement, effective as of
                                   the 1st day of November, 1997,  by and
                                   among  The  Ashton  Technology  Group, Inc.,
                                   George K.Milligan and Susan L. Cavadeas, as
                                   Trustees of the Trust created by the Computer
                                   Science Innovations, Inc., Leveraged ESOP and
                                   Computer Science Innovations, Inc.

    (B)  Reports on Form 8-K
         Form 8-K dated November 6, 1997  was filed pursuant to Item 2
         (Disposition of Assets)
         
         Form 8-K dated  November  12, 1997 was filed  pursuant to Item 5
         (Other Events)
         
         Form 8-K dated  January 27, 1998 was filed  pursuant to Item 5
         (Other Events)










<PAGE>


                                   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:  February 18, 1998                    By:  /s/ Robert A. Eprile
       ---------------------------              -------------------------------
                                                       Robert A. Eprile
                                                    Chairman of the Board


<PAGE>


                                  EXHIBIT INDEX
Exhibit 11                                                                 Page

Computation of Earnings Per Share...........................................16


Exhibit 27


Financial Data Schedule.....................................................17


Exhibit 99


     Stock Purchase Agreement, effective as of the 1st day of November, 1997, by
and among The Ashton  Technology  Group,  Inc.,  George K. Milligan and Susan L.
Cavadeas,  as Trustees of the Trust created by the Computer Science Innovations,
Inc., Leveraged ESOP and Computer Science Innovations, Inc............18




<PAGE>