SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549  FORM 10-Q xQuarterly Report Pursuant to Section
  13 or 15(d) ofthe
  Securities Exchange Act of 1934For
  the quarterly period ended March 31, 2001OroTransition
  Report Pursuant to Section 13 or 15(d) ofthe
  Securities Exchange Act of 1934For
  the transition period from-------------to--------------
  Commission file number 0-13093
I.R.S. Employer Identification Number 36-3131704 HYPERFEED TECHNOLOGIES, INC.(a Delaware Corporation) 300 S. Wacker, Suite 300
Chicago, Illinois 60606
Telephone (312) 913-2800  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.  YesxNoo Indicate the number of shares outstanding
of each of the issuers classes of common stock, as of the latest practicable
date: 15,808,817 shares of the registrant's common stock ($.001 par value) were
outstanding as of April 30, 2001.   HYPERFEED
TECHNOLOGIES, INC.

INDEX

PART
  I.
  Financial
  InformationItem
  1.
  Consolidated
  Balance Sheets as of March 31, 2001 and December 31, 2000Consolidated
  Statements of Operations for the three month periods ended March 31, 2001 and
  2000Consolidated
  Statements of Cash Flows for the three month periods ended March 31, 2001 and
  2000Notes to
  Consolidated Financial StatementsItem
  2.
  Management's
  Discussion and Analysis of Results of Operations and Financial ConditionItem
  3.
  Quantitative
  and Qualitative Disclosures about Market RiskPART
  II.
  Other
  InformationItem
  2.
  Changes
  in Securities and Use of ProceedsItem
  6.
  Exhibits and
  Reports on Form 8-KCompany's Signature Page

ASSETS
  March
  31, 2001 (Unaudited)
  December
  31, 2000 (Audited)Current AssetsCash and cash equivalents
  $3,272,969
  $2,522,593Restricted cash equivalents
  200,000
  200,000Accounts receivable, less allowance for
  doubtful accounts of: 2001: $85,664; 2000: $89,724
  2,157,849
  2,848,983Prepaid license fees, current
  1,680,000
  1,680,000Prepaid expenses and other current assets
  1,095,800
  235,512TOTAL CURRENT ASSETS
  8,406,618
  7,487,088Property and equipmentSatellite receiving equipment
  89,417
  282,474Computer equipment
  2,786,383
  4,520,991Communication equipment
  1,521,249
  1,243,584Furniture and fixtures
  235,106
  194,818Leasehold improvements
  809,691
  831,3485,441,846
  7,073,215Less: Accumulated
  depreciation and amortization
  2,234,088
  4,247,1343,207,758
  2,826,081Prepaid license fees, net of accumulated
  amortization of:  2001: $3,290,000;
  2000: $2,870,000
  910,000
  1,330,000Software development costs, net of
  accumulated amortization of:  2001:
  $5,580,869; 2000: $7,795,215
  2,528,995
  2,602,283Deposits and other assets
  124,538
  80,808TOTAL ASSETS
  $15,177,909
  $14,326,260See Notes to Consolidated Financial
Statements.

LIABILITIES
  AND STOCKHOLDERS' EQUITY
  March
  31, 2001 (Unaudited)
  December
  31, 2000 (Audited)Current LiabilitiesNotes payable
  $1,124,634
  $1,199,634Accrued satellite termination fees
  366,000
  399,000Accounts payable
  2,377,789
  1,744,102Accrued expenses
  570,398
  759,818Accrued compensation
  294,778
  269,736Income taxes payable
  60,000
  35,000Unearned revenue
  2,677,011
  2,559,252TOTAL CURRENT
  LIABILITIES
  7,470,610
  6,966,542Notes payable, less
  current portion
  ---
  250,000Accrued satellite
  termination fees, less current portion
  150,000
  225,000Unearned revenue, less
  current portion
  62,310
  82,090Accrued expenses, less
  current portion
  99,244
  108,264Minority interest
  ---
  1,829TOTAL NONCURRENT
  LIABILITIES
  311,554
  667,183TOTAL LIABILITIES
  7,782,164
  7,633,725Stockholders EquityPreferred stock, $.001
  par value; authorized 5,000,000 shares; issued and outstanding:Series A 5% convertible: 19,075 shares at
  March 31, 2001 and December 31, 2000
  19
  19Series B 5% convertible: 28,791 shares at
  March 31, 2001 and December 31, 2000
  29
  29Common stock, $.001
  par value; authorized 50,000,000 shares; issued and outstanding 15,802,150
  shares at March 31, 2001 and 15,756,310 shares at December 31, 2000
  15,802
  15,756Additional paid-in
  capital - Series A 5% convertible preferred stock
  3,086,013
  3,086,013Additional paid-in
  capital - Series B 5% convertible preferred stock
  4,664,891
  4,664,891Additional paid-in
  capital - common stock
  25,612,517
  25,555,214Additional paid-in
  capital - convertible subordinated debenture and warrants
  8,630,491
  8,630,491Accumulated deficit
  (34,614,017)
  (35,259,878)TOTAL STOCKHOLDERS
  EQUITY
  7,395,745
  6,692,535TOTAL LIABILITIES AND
  STOCKHOLDERS EQUITY
  $15,177,909
  $14,326,260See
Notes to Consolidated Financial Statements.

HYPERFEED
TECHNOLOGIES, INC.Consolidated Statements of
Operations

For
  The Three Months EndedMarch
  31, 2001 (Unaudited)
  March
  31, 2000 (Unaudited)REVENUEHyperFeed Services
  $6,866,395
  $4,851,831PCQuote Services
  2,889,922
  5,999,946TOTAL REVENUE
  9,756,317
  10,851,777DIRECT COST OF
  SERVICESHyperFeed Services
  3,275,977
  3,021,888PCQuote Services
  2,237,091
  4,462,428TOTAL DIRECT COST OF
  SERVICES
  5,513,068
  7,484,316GROSS MARGIN
  4,243,249
  3,367,461OPERATING EXPENSESSales
  918,025
  1,078,951General and administrative
  1,231,046
  1,155,649Product and market development
  1,103,786
  819,484Depreciation and amortization of property
  and equipment
  327,827
  427,671TOTAL OPERATING
  EXPENSES
  3,580,684
  3,481,755INCOME (LOSS) FROM
  OPERATIONS
  662,565
  (114,294)INTEREST INCOME
  (EXPENSE)Interest income
  36,478
  13,403Interest expense
  (30,011)
  (52,049)NET INTEREST INCOME
  (EXPENSE)
  6,467
  (38,646)INCOME (LOSS) BEFORE
  INCOME TAXES
  669,032
  (152,940)INCOME TAXES
  25,000
  ---INCOME (LOSS) BEFORE
  MINORITY INTEREST
  644,032
  (152,940)Minority interest
  1,829
  3,869NET INCOME (LOSS)
  $645,861
  ($149,071)Basic net income
  (loss) per share
  $0.04
  ($0.01)Diluted net income
  (loss) per share
  $0.03
  ($0.01)Basic
  weighted-average common shares outstanding
  15,759,281
  15,606,096Diluted
  weighted-average common shares outstanding
  21,749,619
  15,606,096See
Notes to Consolidated Financial Statements.

HYPERFEED
TECHNOLOGIES, INC.Consolidated Statements of Cash
Flows

For
  The Three Months EndedMarch
  31, 2001 (Unaudited)
  March
  31, 2000 (Unaudited)Cash Flows From
  Operating Activities:Net income (loss)
  $645,861
  ($149,071)Adjustments to
  reconcile net income (loss) to net cash 
  provided by operating activities:Depreciation and amortization of property
  and equipment
  327,827
  427,671Provision for doubtful accounts
  66,000
  150,000Amortization of software development
  costs
  469,047
  651,605Amortization of value assigned to warrant
  issued in lieu of license fees
  420,000
  420,000Minority interest in loss
  (1,829)
  (3,869)Changes in assets and liabilities:Accounts receivable
  625,134
  (1,441,081)Prepaid expenses and other current
  assets
  (860,288)
  (65,184)Deposits and other assets
  (43,730)
  4,538Accounts payable
  633,687
  1,367,193Accrued expenses
  (173,398)
  (795,399)Accrued satellite termination fees
  (108,000)
  (150,000)Income taxes payable
  25,000
  ---Unearned revenue
  97,979
  427,250NET CASH PROVIDED BY
  OPERATING ACTIVITIES
  2,123,290
  843,653Cash Flows From
  Investing Activities:Purchase of property and equipment
  (709,504)
  (421,604)Software development costs capitalized
  (395,759)
  (289,271)NET CASH USED IN
  INVESTING ACTIVITIES
  (1,105,263)
  (710,875)Cash Flows From
  Financing Activities:Proceeds from issuance of common stock
  57,349
  134,980Principal payments on notes payable
  (325,000)
  (75,000)NET CASH PROVIDED BY
  (USED IN) FINANCING ACTIVITIES
  (267,651)
  59,980Net increase in cash
  and cash equivalents
  750,376
  192,758Cash and cash
  equivalents:Beginning of the period
  2,522,593
  1,452,186End of the period
  $3,272,969
  $1,644,944See Notes to Consolidated Financial
Statements.

HYPERFEED
TECHNOLOGIES, INC.NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Unaudited)

(1) BASIS OF PRESENTATION

PRINCIPLES OF CONSOLIDATION:  The accompanying interim consolidated
financial statements include the accounts of HyperFeed Technologies, Inc.
(HyperFeed or the Company) and its subsidiary, PCQuote.com, Inc.
(PCQuote), and have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and in conjunction with the rules and regulations of the Securities
and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. The
consolidated interim financial statements include all adjustments, including
the elimination of all significant intercompany transactions in consolidation,
which, in the opinion of management, are necessary in order to make the
financial statements not misleading. The amounts indicated as
"audited" have been extracted from the Company's December 31, 2000
annual report. For further information, refer to the financial statements and
footnotes included in HyperFeeds annual report on Form 10-K for the year ended
December 31, 2000.

SOFTWARE DEVELOPMENT COSTS:  The Company's continuing investment in
software development consists primarily of enhancements to its existing
Windows-based private network and Internet services, development of new data
analysis software and programmer tools designed to afford easy access to its
data-feed for data retrieval and analysis purposes, and application of new
technology to increase the data volume and delivery speed of its distribution
system and network.

Costs associated with the planning and
design phase of software development, including coding and testing activities
necessary to establish technological feasibility of computer software products
to be licensed or otherwise marketed, are charged to research and development
as incurred. Once technological feasibility has been determined, costs incurred
in the construction phase of software development including coding, testing,
and product quality assurance are capitalized.

Amortization commences at the time of
capitalization or, in the case of a new service offering, at the time the
service becomes available for use. Unamortized capitalized costs determined to
be in excess of the net realizable value of the product are expensed at the
date of such determination. The accumulated amortization and related software
development costs are removed from the respective accounts in the year
following full amortization.

The Company's policy is to amortize
capitalized software costs by the greater of (a) the ratio that current gross
revenue for a product bear to the total of current and anticipated future gross
revenue for that product or (b) the straight line method over the remaining
estimated economic life of the product including the period being reported on,
principally three to five years. The Company assesses the recoverability of its
software development costs against estimated future undiscounted cash flows.
Given the highly competitive environment and technological changes, it is
reasonably possible that those estimates of anticipated future gross revenue,
the remaining estimated economic life of the product, or both may be reduced
significantly.

FINANCIAL INSTRUMENTS:  The Company has no financial instruments for
which the carrying value materially differs from fair value.

INCOME TAXES:  Income taxes are accounted for under the asset and liability
method whereby deferred tax assets are recognized for deductible temporary
differences and operating loss and tax credit carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.

REVENUE RECOGNITION:  The Company principally derives its revenue
from service contracts for the provision of market data only (HyperFeed®
license fees), service contracts for the provision of market data together
with analytical software (Analytics license fees), and the sale of
advertising on its Web site, www.pcquote.com. Revenue from service contracts is
recognized ratably over the contract term as the contracted services are
rendered. Revenue from the sale of advertising is recognized as the advertising
is displayed on the Web site. HyperFeed license fees and Analytics license fees
for satellite and landline services are generally billed one month in advance
with 30-day payment terms. License fees for Analytics on the Internet are
generally paid by credit card within five days prior to the month of service.
These and other payments received prior to services being rendered are
classified as unearned revenue on the balance sheet. Revenue and the related
receivable for advance billings are not reflected in the financial statements.
Customers' deposits on service contracts are classified as either current
unearned revenue, if the contract expires in one year or less, or non-current
unearned revenue, if the contract expiration date is greater than one year.

HyperFeed services primarily consist of
the provision of HyperFeed market data and HyperFeed market data with analytics
to the business-to-business marketplace, while PCQuote services primarily
consist of analytics service, powered by the HyperFeed datafeed, to the
consumer marketplace. In addition, PCQuote sells advertising on its Web site.
Web advertising revenues are recognized in the period in which the advertising
is displayed.

The
Company applies the provisions of Statement of Position 97-2, Software Revenue
Recognition,, as amended, which specifies the following four criteria that
must be met prior to recognizing revenue: (1) persuasive evidence of the
existence of an arrangement, (2) delivery, (3) fixed or determinable fee, and
(4) probable collection. In addition, revenue earned on software arrangements
involving multiple elements is allocated to each element based on the relative
fair value of the elements. When applicable, revenue allocated to the Companys
software products (including specified upgrades/enhancements) is recognized
upon delivery of the products. Revenue allocated to post contract customer
support is recognized ratably over the term of the support and revenue
allocated to service elements (such as training and installation) is recognized
as the services are performed.

(2) NOTES PAYABLE

The Company has a $1,500,000 term loan
with a bank, payable in monthly installments of $25,000 plus interest at prime
(8.0% at March 31, 2001). The loan is collateralized by substantially all
assets of the Company. At March 31, 2001, the outstanding balance was $124,634.

On September 3, 1999, our subsidiary,
PCQuote.com, Inc., borrowed $2.0 million from Motorola, Inc. The promissory
note bears interest at the prime rate from time to time as announced in the
Wall Street Journal (8.0% at March 31, 2001). Payments are due in eight equal
installments on a quarterly basis commencing June 30, 2000 through March 31,
2002, subject to early repayment upon the closing of an initial public offering
of PCQuotes common stock. At March 31, 2001, the outstanding balance was $1.0
million.

(3) INCOME TAXES

At December 31, 2000, the Company had
federal income tax net operating loss carryforwards of approximately
$28,175,000 for federal income tax purposes and approximately $26,519,000 for
the alternative minimum tax. Approximately $1,058,000 of these net operating
losses relates to the exercise of incentive employee stock options and will be
credited directly to stockholders' equity when realized.  The Company also had research and
development credits of $106,000 which will expire in years 2010 to 2011 if not
previously utilized. The future utilization of these net operating losses and
research and development credits will be limited due to changes in Company
ownership. The net operating loss carryforwards will expire, if not previously
utilized, as follows: 2001: $1,539,000; 2002: $560,000; 2003: $79,000; 2004:
$576,000; 2005: $1,557,000; 2006 $301,000 and thereafter $23,563,000.

(4) SEGMENT INFORMATION

While the Company operates in one
industry, financial services, in applying SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information, the Company has identified
two segments within which it operates. The parent Companys services are
principally in the business-to-business sector, while its subsidiary, PCQuote,
operates in the business-to-consumer marketplace. The Company evaluates
performance and allocates resources based on operating profitability and growth
potential. The accounting policies of the reportable segments are the same as
those described in Note 1. Financial information relating to segments for the
quarters ended March 31, 2001 and March 31, 2000 is as follows:



March 31, 2001
  March 31, 2000Amount
  %
  Amount
  %Sales
  to unaffiliated customers:HyperFeed
  services
  $6,866,395
  70.4%
  $4,851,831
  44.7%PCQuote
  services
  2,889,922
  29.6%
  5,999,946
  55.3%Total
  revenue
  $9,756,317
  100.0%
  $10,851,777
  100.0%Operating
  income (loss):HyperFeed
  services
  $1,562,387
  *
  $157,712
  *PCQuote
  services
  (899,822)
  *
  (272,006)
  *Total
  operating loss
  $662,565
  *
  ($114,294)
  *Identifiable
  assets:HyperFeed
  services
  $9,295,038
  61.2%
  $6,782,224
  42.3%PCQuote
  services
  5,882,871
  38.8%
  9,269,044
  57.7%Total
  identifiable assets
  $15,177,909
  100.0%
  $16,051,268
  100.0%_________________________* not meaningful

(5) OTHER COMMITMENTS

The Company and SpaceCom Systems, Inc.
(SpaceCom) entered into a settlement agreement as of November 1, 1999 related
to the lease of satellite transmission space by the Company from SpaceCom. The
lease was for 112 kilobits (kb) of transmission capacity for payment of
approximately $56,000 per month until, under certain circumstances, either
August 1, 2002 or January 1, 2006. The Company and SpaceCom agreed to terminate
the lease, and any and all claims or obligations thereunder, in exchange for
the Companys agreement to pay SpaceCom an aggregate of $1,411,245 as follows:
$179,245 on November 1, 1999, and ten equal monthly installments of $50,000
each from December 1, 1999 through September 1, 2000, and twelve equal monthly
installments of $36,000 each from October 1, 2000 through September 1, 2001,
and twelve equal monthly installments of $25,000 each from October 1, 2001 and
ending on September 1, 2002.

(6) SUBSEQUENT EVENTS

On April 30, 2001, HyperFeed acquired
certain assets of Marketscreen.com, Inc. ("Marketscreen") for
$100,000 and 450,000 shares of HyperFeed common stock. Marketscreen is a
provider of comprehensive stock screens tailored to the needs of financial
resource providers, including online brokerages, investment firms, and
financial portals. The acquisition of Marketscreen will be accounted for under
the purchase method of accounting. The 450,000 shares of HyperFeed common stock
are held in escrow. The ultimate payout of such shares is subject to certain
restrictions as defined within the asset purchase agreement.

Also on April 30, 2001, and in
conjunction with the Marketscreen acquisition, HyperFeed acquired certain
assets of Lasdorf Corporate Services, Inc. ("Lasdorf") for $300,000.
Lasdorf licensed certain technology and intellectual property to Marketscreen.
The acquisition of Lasdorfs intellectual property will be accounted for under
the purchase method of accounting.

PART I. ITEM 2

Management's
Discussion and Analysis of
Results of Operations and Financial Condition

INTRODUCTION  SAFE HARBOR DISCLOSURE

The following discussion and analysis
contains historical information. It also contains forward-looking statements
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, particularly in reference to
statements regarding our expectations, plans and objectives. You can generally
identify forward-looking statements by the use of the words "may,"
"will," "expect," "intend," "estimate,"
"anticipate," "believe," "continue," or similar
language. Forward-looking statements involve substantial risks and
uncertainties. You should give careful consideration to cautionary statements
made in this discussion and analysis. We base our statements on our current
expectations. Forward-looking statements may be impacted by a number of
factors, risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. Our filings
with the Securities and Exchange Commission identify factors that could cause
material differences. Among these factors are our ability to:

(i)          fund our current and future business
strategies either through continuing operations or external financing;(ii)         attract and retain key employees;(iii)        compete successfully against competitive
products and services;(iv)       maintain relationships with key suppliers
and providers of market data; and(v)        respond to the effect of economic and
business conditions generally.RECENT BUSINESS DEVELOPMENTS

HyperFeed Announces Acquisition of Marketscreen.com, Inc.

On May 1, 2001,
HyperFeed announced it acquired substantially all of the assets of
Marketscreen.com, Inc.  Marketscreen
provides comprehensive stock screens tailored to the needs of financial
resource providers, including online brokerages, investment firms, and
financial portals.  Marketscreen
operations will continue to be located in the San Francisco Bay area and St.
Petersburg, Russia, and will enhance product research and development for
HyperFeed.  This acquisition will add
employees to Hyperfeed's staff with particular strengths in advanced applied
mathematics.

HyperFeed Technologies Selected to Supply Real-Time Quotes to
Nasdaq Online

On April 11, 2001, HyperFeed announced
that it had reached an agreement with The Nasdaq Stock Market to supply
financial market data to its password-protected Web site for Nasdaq-listed
companies, www.nasdaqonline.com. HyperFeed's proprietary datafeed, which
carries quotes on over 600,000 stock, option and commodity issues throughout
North America, will provide real-time stock quotes to this Web site.

Nasdaq expects to make HyperFeed data
available through www.nasdaqonline.com in June 2001.

PCQuote Introduces Mercenary(TM), a Revolutionary
Day-of-Trade-Execution Weapon

On February 28, 2001, PCQuote and
HyperFeed announced the release of Mercenary, a real-time, tick-by-tick
technical indicator designed for the U.S. equity markets. A technical analysis
tool that monitors stock activity, Mercenary identifies trading opportunities
and visually depicts a selected equity's momentum. Investors can input a
selection of stocks (up to 50 ticker symbols per screen), and at a glance decide
whether to buy or sell, or just keep a pulse on a market segment or specific
issue's condition.

Mercenary utilizes two modules, Hawkeye
and Sniper, to monitor a host of momentum metrics such as price rotation,
buy/sell imbalance and money flow. Hawkeye gives an overview of the general
health of a list of stocks while Sniper allows the trader to zero in on a
specific issue. The two work together to give the user a clear picture of the
direction of a stock's momentum and insight on possible trading opportunities.

A Microsoft Windows-based desktop
application, Mercenary is powered by real-time HyperFeed market data.
Exclusively available to online investors through PCQuote, Mercenary is also
available to financial institutions, Web portals and businesses through
HyperFeed.

PCQuote Introduces Orbit 3.0 Online Investment Analysis
Software

On February 20, 2001, PCQuote introduced
Orbit 3.0, a real-time online software tool for investment analysis. Orbit is a
comprehensive Windows-based application that features real-time quotes on up to
1000 symbols simultaneously, full options chains, charts with analytics, price
alerts, top ten, news, time and sales, Nasdaq Level II, and more.

Orbit provides a complete set of
investment tools and features real-time HyperFeed market data.

RESULTS OF OPERATIONS:
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

Total revenue decreased 10.1% for the
first three months of 2001 to $9.8 million from $10.9 million for the
comparable period in 2000. Our HyperFeed services posted an increase for the
first quarter of 2001 over 2000, however, our PCQuote services posted a
decrease for the same period. HyperFeed service revenue increased $2.0 million,
or 41.5%, from $4.9 million in 2000 to $6.9 million in 2001. Revenue growth was
achieved through increases in analytics subscriptions and datafeed license fees
to new and existing customers. Revenue from our PCQuote services decreased $3.1
million, or 51.8%, to $2.9 million for the first three months of 2001 from $6.0
million for the same period in 2000. This decline is principally due to the
transition of AB Watley, formerly our largest client, from a private-label
version of third-party software through PCQuote to a HyperFeed datafeed only
customer.

Direct costs of services decreased 26.3%
to $5.5 million for the first quarter of 2001 from $7.5 million in 2000.
Principal components of the decrease were royalties and payments to providers
of market data, principally attributable to the transition of AB Watley from
PCQuote to HyperFeed. Amortization of software development costs decreased
28.0% for the quarter from $652,000 in 2000 to $469,000 in 2001. Gross margin
increased 26.0% to $4.2 million for the quarter from $3.4 million for the prior
year quarter.

Direct costs associated with HyperFeed
services increased from $3.0 million for the quarter ended March 31, 2000 to
$3.3 million for the March 31, 2001 quarter, an 8.4% increase. Increases in
datafeed operations, directly attributable to the increase in revenue, were
offset by decreases in license and exchange fees related to the September 1,
2000 reduction of the fees charged by Nasdaq NMS for professional subscriptions
to their data. Amortization of software development costs decreased 7.8% to
$348,000 for the 2001 quarter from $377,000 for the 2000 quarter. The resulting
gross margin for the first quarter increased to $3.6 million in 2001 from $1.8
million in 2000.

Direct costs associated with PCQuote
services decreased to $2.2 million for the 2001 quarter from $4.5 million in
the comparable 2000 quarter, a 49.9% decrease. The transfer of AB Watley from
PCQuotes private-labeled third-party software to a HyperFeed datafeed client
substantially reduced royalty and exchange fees, the principal component of
direct costs. Software amortization decreased 55.8% from $274,000 for the 2000
quarter to $121,000 for the 2001 quarter.

Total operating expenses increased
slightly to $3.6 million for the first quarter of 2001 from $3.5 million for
the comparable 2000 period, a 2.8% increase. Increases in product and market
development costs related to the new product marketing campaign were offset by
reductions in sales costs and in depreciation and amortization.

Sales costs decreased 14.9% to $918,000
for the first quarter of 2001 as compared to $1.1 million for the same 2000
period. The decrease in sales costs was principally due to lower commission
expense, resulting, in part, from a new retail sales commission structure
adopted in the third quarter of 2000.

General and administrative expenses
remained relatively unchanged at $1.2 million in the first three months of 2001
and 2000.

Product and market development costs
increased $284,000, or 34.7%, to $1.1 million for the 2001 quarter from
$819,000 for the 2000 quarter. The increase was due to an expansion of our
development and marketing efforts for our existing and new services and
markets.

LIQUIDITY AND CAPITAL RESOURCES:

Net cash and cash equivalents increased
$750,000 from year-end 2000 to $3.3 million at the end of the first quarter of
2001. Expenditures for new equipment were $710,000 for the first three months
of 2001 versus $422,000 for the same period in 2000. The increase in
expenditures was to support growth in our business, as well as to enhance our
existing communications and market data processing infrastructures. Capitalized
software costs of $396,000 for the quarter ended March 31, 2001 were $107,000,
or 36.8%, higher than the $289,000 recorded for the same period in 2000,
principally due to the development of new applications and services to be introduced
this year. There were no new direct borrowings during the period, and we repaid
$75,000 of the principal balance on our bank term loan and $250,000 on the note
payable to Motorola. We received approximately $57,000 in net proceeds from the
sale of shares of common stock to employees pursuant to our Employee Stock
Purchase Plan and the sale of shares of common stock to employees who exercised
options previously granted to them under our 1999 Combined Incentive and
Non-Statutory Stock Option Plan.

Working capital (current assets less
current liabilities) increased approximately $415,000 to $936,000 for the first
quarter of 2001 from $521,000 for the same period in 2000. Earnings before
interest, taxes, depreciation and amortization (EBITDA) increased to $1.9
million for the first quarter of 2001 from $1.4 million for the comparable 2000
quarter. We believe our existing capital resources, our ability to access
external capital, if necessary, and cash generated from continuing operations
are sufficient for working capital purposes.

As we have previously reported, we have
explored multiple alternatives that may be available for the purpose of
enhancing stockholder value, including a merger, a spin-off or sale of part of
our business, a strategic relationship or joint venture with another technology
or financial services firm and equity financing. We continue to explore
opportunities to enhance stockholder value.

ITEM
3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in
the Companys market risk during the three-month period ended March 31, 2001.
For additional information, refer to the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2000.

PART II. OTHER INFORMATION

ITEM
2. CHANGES IN SECURITIES AND USE OF PROCEEDS

During the first quarter of 2001, we
issued 41,849 shares of our common stock to employees who purchased the shares
under our Employee Stock Purchase Plan.

During the first quarter of 2001, 3,991
shares of our common stock were purchased by an employee who exercised stock
options granted to them under our 1999 Combined Incentive and Non-Statutory
Stock Option Plan.

ITEM
6. EXHIBITS and REPORTS on FORM 8-K

REPORTS ON FORM 8-K

There were no reports on Form 8-K filed
during the period covered by this report.

SIGNATURES

Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.



HYPERFEED
  TECHNOLOGIES, INC.Date:
  May
  7, 2001By:
  /s/
  Jim R. PorterJim
  R. PorterChairman
  and Chief Executive OfficerBy:
  /s/
  John E. JuskaJohn
  E. JuskaChief
  Financial Officer and Principal Accounting Officer