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                                                                  Exhibit 10.4.3

                             STOCK OPTION AGREEMENT


               THIS STOCK OPTION AGREEMENT (the "Agreement") is entered into as
of __________________, between INVESTMENT TECHNOLOGY GROUP, INC., a Delaware
corporation (the "Company") and _______________, an employee of the Company
("Employee").

               WHEREAS, the Compensation Committee of the Board of Directors of
the Company has determined that it is in the interest of the Company to provide
the Employee with an option to purchase the common stock of the Company:

               NOW THEREFORE, the parties agree as follows:

               1.1. The Company has granted to the Employee a nonqualified stock
option (the "Option") to purchase ______ shares of the Company's Common Stock
(the "Common Stock"), for a price per share equal to $______per share (the
"Option Price"). The date of grant of the Option is _____________ ("Grant
Date"). This Option is intended to be a nonqualified stock option and shall not
be treated as an incentive stock option under the provisions of the Internal
Revenue Code of 1986, as amended.

               1.2. The Option is granted under Section 6.1 of the Company's
1994 Stock Option and Long-Term Incentive Plan (the "Plan"). All of the terms
and conditions of the Plan are hereby incorporated by reference in this
Agreement as though fully set forth herein. Terms defined in the Plan but not in
this Agreement shall have the meanings set forth in the Plan. To the extent of
any conflict between the provisions of this Agreement and those of the Plan, the
provisions of the Plan shall govern. Employee acknowledges receipt of a copy of
the Plan, accepts the Option subject to the terms and conditions set forth in
the Plan and this Agreement, and consents to and agrees to comply with such
terms and conditions.

               1.3. This Option is granted for no consideration other than the
services of Employee and Employee's agreements set forth herein.

               1.4. The grant of the Option is exempt from the provisions of
Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act")
pursuant to the provisions of Rule l6b-3, all of the requirements of which have
been satisfied.

               2.1. Except as provided herein, the Option will vest and become
exercisable in three equal annual installments, beginning on the second
anniversary of the Grant Date. In the event of termination of Employee's
employment with the Company (including all subsidiaries) by reason of death or
disability, the Option shall become vested and exercisable in full at the time
of such termination. In the event of termination of Employee's employment with



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the Company (including all subsidiaries) for any other reason, that portion of
the Option that has not yet vested shall be forfeited. Notwithstanding any other
provision of this Agreement to the contrary, the Option will become vested and
exercisable in full immediately prior to a Change of Control (as defined in
Section 3.2 below), provided the Employee's employment with the Company
(including all subsidiaries) has not terminated prior to such time.

               2.2. The Option (to the extent not earlier exercised or
forfeited) will expire at 5:00 p.m., Eastern time, on the earliest of (i) the
fifth anniversary of the Grant Date, (ii) if Employee's employment with the
Company (including all subsidiaries) terminates by reason of death or
disability, one year following such termination of employment, or (iii) if
Employee's employment with the Company (including all subsidiaries) terminates
for any other reason, 60 days after the date of such termination.
Notwithstanding any other provision of this Agreement to the contrary, in the
event of a Change of Control at a time when the Employee is an employee of the
Company (including all subsidiaries), the Option will be exercisable until 5:00
p.m., Eastern time, on the fifth anniversary of the Grant Date, without regard
to whether the Employee's employment with the Company or any of its subsidiaries
continues after such Change of Control.

               3.1. To the extent the Option is exercisable under the provisions
of Section 2.1 and 2.2 hereof, the Option may be exercised by giving written
notice of exercise of the Option to the Secretary of the Company, and it shall
be deemed to have been received either when delivered personally to the office
of the Secretary or at 11:58 p.m. on the date of any U.S. Postal Service
postmark on the notice, whichever is earlier (the "Exercise Date"). Such notice
shall be irrevocable and must be accompanied by the payment of the purchase
price as provided in Section 4 below. Upon the exercise of the Option, the
Company will transfer or will cause to be issued a certificate or certificates
for the Common Stock being purchased as promptly as practicable.

               3.2. "Change of Control" means and shall be deemed to have
occurred if:

               (a) any person (within the meaning of the Exchange Act), other
than the Company or a Related Party, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of Voting
Securities representing 30% percent or more of the total voting power of all the
then-outstanding Voting Securities; or

               (b) the individuals who, as of the Grant Date, constitute the
Board, together with those who first become directors subsequent to such date
and whose recommendation, election or nomination for election to the Board was
approved by a vote of at least a majority of the directors then still in office
who either were directors as of the Grant Date or whose recommendation, election
or nomination for election was previously so approved, cease for any reason to
constitute a majority of the members of the Board; or


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               (c) the stockholders of the Company approve a merger,
consolidation, recapitalization or reorganization of the Company or one of its
subsidiaries, reverse split of any class of Voting Securities, or an acquisition
of securities or assets by the Company or one of its subsidiaries, or
consummation of any such transaction if stockholder approval is not obtained,
other than (I) any such transaction in which the holders of outstanding Voting
Securities immediately prior to the transaction receive (or retain), with
respect to such Voting Securities, voting securities of the surviving or
transferee entity representing more than 50 percent of the total voting power
outstanding immediately after such transaction, with the voting power of each
such continuing holder relative to other such continuing holders not
substantially altered in the transaction, or (II) any such transaction which
would result in a Related Party beneficially owning more than 50 percent of the
voting securities of the surviving or transferee entity outstanding immediately
after such transaction; or

               (d) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets other than any such
transaction which would result in a Related Party owning or acquiring more than
50 percent of the assets owned by the Company immediately prior to the
transaction.

               "Related Party" means (a) a majority-owned subsidiary of the
Company; (b) an employee or group of employees of the Company or any
majority-owned subsidiary of the Company; (c) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
majority-owned subsidiary of the Company; or (d) a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportion as their ownership of Voting Securities.

               "Voting Securities or Security" means any securities of the
Company which carry the right to vote generally in the election of directors.

               4.1. The purchase price of Common Stock purchased by the Employee
upon exercise of the Option (the "Option Shares") shall be paid in full to the
Company at the time of such exercise in cash (including by check) or by the
surrender of Common Stock of the Company or a combination thereof, in accordance
with Section 9.3 of the Plan, provided that Common Stock held for less than six
months may be surrendered only with the approval of the Committee.

               5.1. The number and kind of shares purchasable upon exercise of
the Option, and other terms of the Option, may be appropriately adjusted, in the
discretion of the Committee, in accordance with Section 5.5 of the Plan, in
order to prevent dilution or enlargement of the rights of the Employee.


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               6.1. The Employee represents and warrants that the Employee is
acquiring the Option for his own account and not with a view to distribution of
this Option or the Option Shares. As a condition to the exercise of the Option,
and in the event that the Option Shares have not yet been registered under the
Securities Act of 1933, as amended (the "Act") at the time they are issued, the
Company may require the Employee to make any representation and/or warranty to
the Company as may, in the judgment of counsel to the Company, be required under
any applicable law or regulation, including but not limited to a representation
and warranty that the Option Shares are being acquired only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required under the
Act or any other applicable law, regulation or rule of any governmental agency.

               7.1. Neither the Employee nor any other person shall have any
right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate or convey the Option or any amounts
payable pursuant to the provisions of this Agreement, which Option and amounts
are, and all rights under this Agreement are, expressly declared to be
unassignable and nontransferable, other than by will or under the laws of
descent and distribution. No part of the Option or such amounts payable shall be
subject to seizure or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by the Employee or any other person, nor be
transferable by operation of law in the event of the Employee's or any other
person's bankruptcy or insolvency.

               8.1. Neither the Employee nor any other person shall acquire by
reason of the Option or the Option Shares any right in or title to any assets,
funds or property of the Company whatsoever including, without limiting the
generality of the foregoing, any specific funds or assets which the Company, in
its sole discretion, may set aside in anticipation of a liability. No trust
shall be created in connection with or by the granting of the Option or the
purchase of any Option Shares, and any benefits which become payable hereunder
shall be paid from the general assets of the Company. The Employee shall have
only a contractual right to the amounts, if any, payable pursuant to this
Agreement, unsecured by any asset of the Company or any of its affiliates.

               9.1. Nothing herein will limit the Company's right to issue
Common Stock, or options or other rights to purchase Common Stock, to its
employees, subject to vesting, expiration and other terms and conditions deemed
appropriate by the Company and its affiliates.

               10.1. The Employee authorizes the Company to withhold, in
accordance with any applicable law, from any compensation payable to him any
taxes required to be withheld by federal, state or local law upon the issuance
of Option Shares or the payment of money pursuant to the exercise of the Option.
The Employee may elect to have the Company


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withhold Option Shares to pay any applicable withholding taxes resulting from
the exercise of the Option, in accordance with any rules or regulations of the
Committee then in effect.

               11.1. Shares issued pursuant to exercise of the Options shall be
shares of Common Stock, the issuance of which is registered under the Act.

               12.1. The terms of this Agreement shall be binding upon the
executors, administrators, heirs, successors, transferees and assignees of the
Employee and the Company.

               13.1. In any action at law or in equity to enforce any of the
provisions or rights under this Agreement, including any arbitration proceedings
to enforce such provisions or rights, the unsuccessful party to such litigation
or arbitration, as determined by the court in a final judgment or decree, or by
the panel of arbitrators in its award, shall pay the successful party or parties
all costs, expenses and reasonable attorneys' fees incurred by the successful
party or parties (including without limitation costs, expenses and fees on any
appeals), and if the successful party recovers judgment in any such action or
proceeding such costs, expenses and attorneys' fees shall be included as part of
the judgment.

               14.1. The Employee agrees to perform all acts and execute and
deliver any documents that may be reasonably necessary to carry out the
provisions of this Agreement, including but not limited to all acts and
documents related to compliance with federal and/or state securities laws.

               15.1. For convenience, this Agreement may be executed in any
number of identical counterparts, each of which shall be deemed a complete
original in itself and may be introduced in evidence or used for any other
purposes without the production of any other counterparts.

               16.1. This Agreement shall be construed and enforced in
accordance with Section 10 of the Plan.
               17.1. This Agreement, together with the Plan, sets forth the
entire agreement between the parties with reference to the subject matter
hereof, and there are no agreements, understandings, warranties, or
representations, written, express, or implied, between them with respect to the
Option other than as set forth herein or therein, all prior agreements,
promises, representations and understandings relative thereto being herein
merged.

               18.1. Nothing expressed or implied herein is intended or shall be
construed to confer upon or give to any person, other than the parties hereto,
any right, remedy or claim under or by reason of this Agreement or of any term,
covenant or condition hereof.


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               19.1. This Agreement may be amended, modified, superseded,
canceled, renewed or extended and the terms or covenants hereof may be waived
only by a written instrument executed by the parties hereto or, in the case of a
waiver, by the party waiving compliance. Any such written instrument must be
approved by the Committee to be effective as against the Company. The failure of
any party at any time or times to require performance of any provision hereof
shall in no manner affect the right at a later time to enforce the same. No
waiver by any party of the breach of any term or provision contained in this
Agreement, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or construed as, a further or continuing waiver of any such
breach, or a waiver of the breach of any other term or covenant contained in
this Agreement.

               20.1. Any notice to be given hereunder shall be in writing and
delivered personally or sent by registered or certified mail, postage prepaid,
and, if to the Company, addressed to it at 380 Madison Avenue, New York, New
York 10017, Attn: General Counsel, and, if to the Employee, addressed to him at
the address set forth below his signature hereto, or to such other address of
such party as that party may designate by written notice to the other.

               21.1. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

               22.1 Neither this Agreement nor any action taken hereunder shall
be construed as giving Employee the right to be retained in the employ of the
Company (or any of its subsidiaries) nor shall it interfere in any way with the
right of the Company (or any of its subsidiaries) to terminate Employee's
employment at any time.



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               IN WITNESS WHEREOF, the parties hereto have executed this Stock
Option Agreement as of the date first above written.

                                    INVESTMENT TECHNOLOGY
                                        GROUP, INC.


                                    By
                                        -------------------------------------



                                    EMPLOYEE


                                    -----------------------------------------