SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                 March 27, 2000

                      NATIONAL DISCOUNT BROKERS GROUP, INC.
               (Exact name of Registrant as specified in Charter)


Delaware                              1-9480                     22-2394480
--------------------------------------------------------------------------------
(State or other jurisdiction        (Commission                 (IRS Employer
of incorporation)                    File Number)               Identification
                                                                Number)



10 Exchange Place Centre, 15th Floor, Jersey City, New Jersey      07302-3913
--------------------------------------------------------------------------------
(Address of principal executive office)                            (Zip Code)

Registrant's telephone number including area code:               (201) 946-2200
                                                                 --------------


                                 Not Applicable
                -----------------------------------------------
         (Former name and former address, as changed since last report)



<PAGE>




Item 5.           Other Events

         National Discount Brokers Group, Inc. (the "Corporation")  announced on
March 28,  2000,  that it had entered into a  non-binding  letter of intent (the
"Letter") with Deutsche Bank Americas  Holding  Corporation  ("DB")  pursuant to
which the Corporation  would sell 3,000,000  shares of its common stock to DB or
one of its designated affiliates for $45.31 per share (the "Investment"). A copy
of the press release announcing the transaction is filed as an exhibit with this
Form 8-K. The Letter is also filed as an exhibit to this Form 8-K.

         The Letter in addition provides that DB and the Corporation propose the
following actions:  (i) the negotiation and execution of a definitive  agreement
relating to the Investment, (ii) coincident with the Investment, the negotiation
of the principal  terms (and binding  agreement with respect to exclusivity  and
non-competition)  with  respect  to a  joint  venture  to be  owned  25%  by the
Corporation  and 75% by DB or one or more of its affiliates  with respect to the
offering  of  on-line  discount  equity  brokerage  in  Western  Europe;   (iii)
coincident  with the  Investment,  the  negotiation of the principal  terms (and
binding agreement with respect to mutual exclusively and  non-competition)  with
respect to a world wide joint venture  (excluding  Western Europe and the United
State)  50% owned by the  Corporation  and 50% owned by DB or one or more of its
affiliates  (subject  to certain  conditions)  with  respect to the  offering of
on-line  discount equity  brokerage;  (iv)  coincident with the Investment,  the
negotiation  and  execution  of a  definitive  agreement  with  respect  to  the
Corporation  or one of its  affiliates  being a  distributor  of initial  public
offerings of equity  securities in the U.S. if DB or one of its affiliates is an
underwriter  of the  securities and wishes to use the internet as a distribution
channel,  and (v) coincident with the Investment,  the negotiation and execution
of a definitive  agreement for the distribution of certain research  prepared by
DB to customers of the Corporation or its subsidiaries in the United States.

         The transactions are subject to several conditions  including,  but not
limited to, the  approval of the Board of Directors of DB, the Board of Managing
Directors of Deutsche  Bank AG and the Board of  Directors  of the  Corporation,
regulatory approvals and filings and other matters.

         DB  would  be  subject  to  certain  standstill   provisions  regarding
purchasing additional voting stock of the Corporation, conducting proxy contests
and  the  voting  of its  shares  of the  Corporation  and  would  have  certain
registration, antidilution and veto rights described in the Letter.

         The  parties  to the  Letter  have  agreed to  certain  limitations  on
negotiations  and  other  matters  with  third  parties  regarding   alternative
transactions  until  the  execution  of a  definitive  agreement  regarding  the
Investment.

         The  foregoing  is a summary  of the Letter  and is not  complete.  The
Letter is incorporated  herein by reference.  There can be an assurance that the
transactions contemplated by the Letter will be consummated.

Item 7.  Financial Statements and Exhibits

(c)      Exhibits

         99(a)    Press Release dated March 28, 2000
         99(b)    Letter of Intent dated March 27, 2000 between National
                  Discount Brokers Group, Inc. and Deutsche Bank Americas
                  Holding Corporation.


                                   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 hereunto duly authorized.


                                           National Discount Brokers Group, Inc.
                                           Registrant


Dated:  March 31, 2000                     By:/s/ Arthur Kontos
                                              Name:  Arthur Kontos
                                              Title: President and Chief
                                                     Executive Officer



<PAGE>


                                                                  EXHIBIT 99(A)

                                                          FOR IMMEDIATE RELEASE

National Discount Brokers                   Deutsche Bank
MWW Group - tel. (201) 507 9500             tel. (212) 469-3874
Contact: Rich Tauberman                     Contact: Jon Murchinson
Email: rtauberman@mww.com                   Email: Jonathan.Murchinson@db.com



                   DEUTSCHE BANK AND NATIONAL DISCOUNT BROKERS
                     FORM E-COMMERCE AND FINANCIAL ALLIANCE

   Alliance Will Create Jointly Owned Online Brokerage Initiatives Outside of
       U.S. and Provide NDB with Access to World Class Research and IPOs;
                        Deal Includes Equity Stake in NDB

         NEW YORK, NEW YORK AND JERSEY CITY, NJ - March 28, 2000 - Deutsche Bank
(OTC:  DTBKY),  the world's  largest  financial  services  group,  and  National
Discount  Brokers Group,  Inc.  (NYSE:  NDB), a leading  Internet  brokerage and
financial  services  company,  announced  today that the companies have signed a
letter of intent to create a global e-commerce and financial  alliance.  In line
with  Deutsche  Bank's  recently  announced  e-commerce  strategy,  the alliance
heralds the Bank's expansion into online brokerage.  Together the companies will
create jointly owned online brokerage capabilities outside of the United States.
The strategic  alliance  also  provides NDB with access to Deutsche  Bank's U.S.
equity  research and initial public  offering  capabilities.  Deutsche Bank will
purchase  up to a 19.3%  stake in NDB,  which  includes  3 million  shares to be
purchased directly from NDB.
         "This alliance supports  Deutsche Bank's e-commerce  strategy of global
connectivity,  linking  markets  and  investors  around the world.  It's a major
stepping  stone to reach online  customers  without having to rely on bricks and
mortar," said Michael  Philipp,  Head of Global  Equities at Deutsche Bank. "Our
distribution  and  placement  power are greatly  enhanced  through this alliance
along with our ability to deliver  services  efficiently to our clients.  We are
confident that we can succeed in the  competitive  U.S.  market by combining our
high quality  investment  banking  products  and  services  with the world class
technology of NDB."
         Mayo Shattuck, Co-Head of Investment Banking at Deutsche Bank, added, "
the alliance with NDB opens up a number of  possibilities to enhance the product
offering to our existing high net worth individual and correspondent clients."
         The Deutsche  Bank/National  Discount Brokers  strategic  alliance will
provide  Deutsche Bank with access to NDB's online investor  community.  It also
allows Deutsche Bank to take advantage of NDB's technology platform with the aim
of delivering an international online brokerage capability.
         "This alliance builds on the combined  strengths of our two companies,"
said Arthur  Kontos,  President  and CEO of  National  Discount  Brokers  Group.
"Deutsche Bank is a global  financial  powerhouse and NDB customers will benefit
from the breadth of its research and investment  banking  capabilities.  We look
forward to leveraging our award-winning  website,  technological  leadership and
reputation for innovation to provide for the online investing needs of customers
around the globe."
         The  parties  expect a  definitive  agreement  to be signed  during the
second calendar quarter of 2000. The letter of intent calls for Deutsche Bank to
purchase 3 million  shares of common  stock,  a pro forma 14.6%  equity stake in
National  Discount  Brokers  Group,  for  $45.31  per share  resulting  in gross
proceeds of $135,930,000 and bringing Deutsche Bank's total investment in NDB to
16.3%. Under the terms of the letter of intent,  Deutsche Bank will be permitted
to purchase up to a 19.3% stake.  The remaining 3% may be acquired  through open
market purchases.
         The  letter of intent  between  the  parties  is  non-binding,  and the
transaction is subject to several conditions, including, but not limited to, the
execution of definitive  agreements as well as the approval of regulatory bodies
and the  boards  of  directors  of the  respective  companies.  There  can be no
assurance  that the  transaction  will be  consummated or that the conditions to
closing will be met.




About Deutsche Bank
With over $869  billion in assets as of  September  30,  1999 and  approximately
90,000  employees,  Deutsche  Bank  offers its  clients  unparalleled  financial
services  throughout the world. It ranks among the leaders in asset  management,
capital  markets,  corporate  finance,  custody,  cash  management  and  private
banking.  Deutsche  Bank is  divided  into five  major  business  units:  Global
Corporates and Institutions,  Global Technology and Services,  Asset Management,
Corporates and Real Estate and Private and Retail
Banking.  Deutsche Bank  provides a fully  integrated  investment  and wholesale
banking service to corporate clients from its main centers in London, Frankfurt,
New York,  Baltimore,  Tokyo,  Singapore,  Hong Kong and Sydney,  as well as its
regional  offices  around  the  globe.  The keys to the  Bank's  success  remain
constant:  customer  focus,  the spirit of innovation,  a broad range of product
skills combined with  technological  power and financial  strength  delivered by
highly skilled professionals.


About National Discount Brokers Group
Headquartered in Jersey City, New Jersey, National Discount Brokers Group, Inc.,
an S&P Small Cap 600 Index  company,  is the  parent  company  of two  financial
services entities:  National Discount Brokers  Corporation/ndb.com  and Sherwood
Securities.  National  Discount  Brokers,  which  recently  was ranked #1 in the
Barron's  Best of Online  Brokers  survey,  at February  29,  2000,  had 207,900
customer  accounts,  with assets of $12.2  billion.  Sherwood  Securities'  main
operations  are as a market  maker in  approximately  4,500 Nasdaq and other OTC
securities as of November 30, 1999.  The Company has offices in Jersey City, New
York,  Los Angeles,  Chicago,  San Francisco,  Denver and Boston.  Customers can
access National  Discount Brokers  Corporation/ndb.com  at , via the PowerBroker
automated touch-tone telephone system 800-631-8884 or by calling 800-4-1-PRICE.

Statements made in this press release constitute forward-looking  statements, as
that term is defined in the Private  Securities  Litigation  Reform Act of 1995.
These statements are subject to risks and uncertainties.  These  forward-looking
statements  generally are  accompanied by words such as "intend",  "anticipate",
"believe",  "estimate",  "expect", "should" or similar expressions. It should be
understood  that these  forward-looking  statements  are  subject to a number of
assumptions, risks and uncertainties,  that could cause actual results to differ
materially  from those expressed or implied in the  forward-looking  statements.
These  uncertainties  and risks include  changes in laws,  rules or regulations,
customer  growth at  NDB.com,  and the ability of  software  and  hardware to be
modified to perform the services  required by the agreement.  Risks also include
unplanned expense  increases,  due among other things to unplanned  expenditures
for software,  hardware and marketing alliances, and other risks as set forth in
the Form 10-Q of National  Discount  Brokers  Group Inc.  for the quarter  ended
November 30, 1999.

The common stock of the Company  anticipated to be offered and sold as described
herein will not be registered  under the  Securities  Act of 1933 and may not be
offered or sold in the United States absent such  registration  or an applicable
exemption from such registration requirements.

This news release shall not constitute an offer to sell or the solicitation of
an offer to buy,  nor shall there be any sale of the common stock of the Company
in any jurisdiction in which such offer,  solicitation or sale would be unlawful
prior to registration or  qualification  under  applicable  securities  laws, or
absent the availability of an exemption from such  registration or qualification
requirements.




                                      # # #



<PAGE>


                                                                   EXHIBIT 99(B)


                                                  March 27, 2000


National Discount Brokers Group, Inc.
10 Exchange Place Centre
15th Floor
Jersey City, NJ 07302

Ladies and Gentlemen:

                  The purpose of this  letter is to  confirm,  and set forth the
terms and  conditions  of, the  agreement in  principle  between  Deutsche  Bank
Americas Holding  Corporation  ("Deutsche  Bank"), and National Discount Brokers
Group,  Inc. (the  "Company")  relating to the proposed  acquisition by Deutsche
Bank of an equity interest in the Company (the  "Investment")  and the formation
of certain strategic relationships described in this letter.

                  1.  Deutsche  Bank or one of its  designated  affiliates  will
purchase from the Company 3,000,000 shares of its newly issued common stock, par
value $0.01 per share,  of the Company  (the  "Common  Stock") for an  aggregate
purchase price (the "Purchase  Price") of $135,930,000  ($45.31 per share).  The
number of shares of Common  Stock  issued  and  outstanding  on the date of this
letter is 17,493,883.  The shares of Common Stock owned by Deutsche Bank and its
affiliates  at the date  hereof,  together  with  shares of  Common  Stock to be
purchased  as  the  Investment,  would  constitute  16.35%  of  the  issued  and
outstanding Common Stock (calculated as of the date hereof).  The Purchase Price
will be payable in cash at the closing (the "Closing") of the Investment.

                  2. The  willingness  of both  Deutsche Bank and the Company to
undertake  the  transactions  contemplated  by this  letter  is  subject  to the
satisfactory resolution of each provision set forth herein, including:

                  (i)      the negotiation and execution of a definitive
                           agreement relating to the Investment (the "Investment
                           Agreement");



                  (ii)     the  agreement  of the parties,  coincident  with the
                           Investment,  with respect to the principal  terms (as
                           evidenced  by  a  "heads  of  agreement"  or  similar
                           document,  including binding  provisions with respect
                           to mutual exclusivity and noncompetition) relating to
                           a joint  venture to be owned 25% by the  Company  and
                           75% by Deutsche Bank or one or more of its affiliates
                           with  respect to areas  within  Western  Europe  (the
                           "European   Joint   Venture")  which  European  Joint
                           Venture will be the exclusive means by which Deutsche
                           Bank,  the  Company and their  respective  affiliates
                           offer on-line discount equity  brokerage  services in
                           Western Europe;

                  (iii)    the agreement of the parties, coincident with the
                           Investment, with respect to the principal terms (as
                           evidenced by a "heads of agreement" or similar
                           document, including binding provisions with respect
                           to mutual exclusivity and noncompetition) relating to
                           a worldwide joint venture to be owned, to the extent
                           practicable in light of tax and local regulatory
                           considerations, 50% by the Company and 50% by
                           Deutsche Bank or one or more of its affiliates with
                           respect to territories other than the United States
                           and Western Europe (the "Territory") (the "Worldwide
                           Joint Venture"), which Worldwide Joint Venture will
                           be the exclusive means by which Deutsche Bank, the
                           Company and their respective affiliates offer on-line
                           discount equity brokerage services in the Territory;

                  (iv)     the negotiation and execution of a definitive
                           agreement, coincident with the Investment, pursuant
                           to which Deutsche Bank shall agree that, insofar as
                           any affiliate of Deutsche Bank seeks to distribute in
                           the United States through an on-line discount broker
                           any portion of the equity securities allotted to such
                           affiliate acting as an underwriter of an initial
                           public offering, such affiliate will use the Company
                           (or one or more of its subsidiaries) as its exclusive
                           on-line discount broker for such purpose, it being
                           understood and agreed that Deutsche Bank and its
                           affiliates have no obligation to distribute any
                           equity securities through any on-line discount broker
                           (the "U.S. Underwriting Venture");


                  (v)      the negotiation and execution of a definitive
                           agreement, coincident with the Investment, pursuant
                           to which Deutsche Bank and its affiliates appoint the
                           Company or one or more of its subsidiaries as the
                           exclusive on-line discount broker in the United
                           States for purposes of distributing research prepared
                           by Deutsche Bank's Global Corporates & Institutions
                           Division (or any successor) (which Division currently
                           prepares substantially all research on equities of
                           U.S. issuers for distribution to retail customers of
                           Deutsche Bank and its affiliates) for distribution to
                           retail investors in the United States, including but
                           not limited to, daily calls (video and audio), daily
                           research reports, investment strategies and any other
                           types of research, it being understood and agreed
                           that the Company (or any such subsidiary) shall be
                           entitled to receive such research no later than any
                           other third-party with which Deutsche Bank may have
                           contracted for the distribution of research  (the
                           "U.S. Research Venture").  Deutsche Bank and its
                           affiliates will provide to the Company
                           representations, warranties and indemnities no less
                           favorable to the  Company than the most favorable
                           such provisions given by Deutsche Bank and its
                           affiliates to any other third party that has
                           contracted with such affiliate to disseminate
                           such research.  The comprehensive term sheets
                           relating to the Worldwide Joint Venture and the
                           European Joint Venture and the definitive agreements
                           relating to the U.S. Research Venture and the U.S.
                           Underwriting Venture together with the Investment
                           Agreement are referred to herein as the "Transaction
                           Documents", each of the Transaction Documents to be
                           on the terms and conditions described in this letter
                           and such other customary terms and conditions as the
                           parties shall mutually agree;

                  (vi)     receipt of approval of the respective Boards of
                           Directors of Deutsche Bank and the Company and the
                           Board of Managing Directors of Deutsche Bank AG;

                  (vii)    satisfactory  completion  prior to  execution  of the
                           Transaction   Documents   of  legal,   business   and
                           accounting  due diligence  investigations  by each of
                           the Company and Deutsche Bank; and

                  (viii)   the  establishment of mutually  acceptable  firewalls
                           between  Deutsche  Bank  and its  affiliates  and the
                           Company  and its  affiliates  with  respect  to their
                           respective activities in the United States.

                  3. In addition to those  expressly set forth elsewhere in this
letter, the Investment Agreement (or a related agreement) will contain customary
agreements and conditions to the parties' obligations, including the following:

                  (a)      representations  and  warranties  with respect to (i)
                           preparation,   accuracy  and   completeness   of  the
                           consolidated  financial  statements  of the  Company;
                           (ii) capitalization of the Company; (iii) the absence
                           of    undisclosed    material    liabilities;    (iv)
                           intellectual  property;  (v) employment matters; (vi)
                           insurance and material contracts; (vii) the Company's
                           ownership of material properties;  (viii) taxes; (ix)
                           the  absence of any  material  adverse  change in the
                           condition (financial or otherwise) of the Company and
                           its consolidated subsidiaries since May 31, 1999; (x)
                           the absence of material  transactions;  (xi)  pending
                           and  threatened   material   litigation;   and  (xii)
                           compliance with applicable laws and regulations;

                  (b)      subject to the provisions of subparagraph (h),
                           antidilution rights with respect to all new issuances
                           by the Company of Common Stock (whether made in the
                           public or private capital markets, including without
                           limitation upon the conversion, exercise or exchange
                           of securities convertible, exercisable or
                           exchangeable for or into Common Stock, but not
                           including warrants outstanding on the date hereof,
                           issuances pursuant to any compensatory arrangements
                           or issuances in connection with stock purchase rights
                           distributed pro rata to all holders of Common Stock)
                           requiring the Company, at the option of Deutsche
                           Bank, to sell to Deutsche Bank or a designated
                           affiliate an amount of newly issued Common Stock
                           sufficient to maintain Deutsche Bank's then
                           percentage ownership position in the Company, at a
                           market price determined according to mutually agreed
                           formulas to be set forth in the Investment Agreement;

                  (c)      (i) commencing on the second anniversary (or, if any
                           of the events described in clause A of the second
                           proviso shall occur, the first anniversary) of the
                           Investment Agreement (or, if an event described in
                           clause B or C of such proviso shall occur, at any
                           time), subject to the proviso to this clause, demand
                           registration rights entitling Deutsche Bank to
                           request three times that the Company effect a
                           registration of its shares so long as the amount
                           of securities registrable represents not less than
                           30% of the ownership interest in the Company held by
                           Deutsche Bank at the time of each request and in any
                           case not less than 500,000 shares of Common Stock;
                           provided, however, that Deutsche Bank will make no
                           more than one demand in any 12-month period; and
                           provided further that such rights shall accelerate as
                           noted above (A) if, by the first anniversary of the
                           Investment Agreement, the parties shall have failed
                           to enter into definitive agreements with respect to
                           the European Joint Venture and the Worldwide Joint
                           Venture, or shall have exercised its rights to
                           terminate either such venture, the U.S. Underwriting
                           Venture or the U.S. Research Venture pursuant to
                           their respective terms; (B) if there shall occur any
                           change of control of the Company (other than any
                           change of control directly resulting from the
                           acquisition or disposition of Common Stock by
                           Deutsche Bank or any of its affiliates); or (C) if
                           there shall occur any change in law or regulation (or
                           any interpretation thereof) that results in Deutsche
                           Bank and its affiliates being unable to hold Common
                           Stock, after Deutsche Bank shall have used
                           commercially reasonable efforts to comply with such
                           change in law or regulation without disposing of such
                           Common Stock; and (ii) customary piggyback rights
                           commonly found in registration rights agreements;

                  (d)      subject to the provisions of subparagraph (h), veto
                           rights in favor of Deutsche Bank over sales of voting
                           capital stock by the Company (other than sales to
                           underwriters pursuant to a bona fide underwritten
                           public offering) (i) to direct competitors of
                           Deutsche Bank (as specified in the list mutually
                           agreed upon by Deutsche Bank and the Company, which
                           shall be subject to revision as provided in the
                           definitive Transaction Documents); and (ii) to any
                           person (or "group" of persons as defined in Section
                           13(d)(3) of the Securities Exchange Act of 1934, as
                           amended, acting in concert) if, upon consummation of
                           such sale, such person (or group) would own more than
                           19.3% but less than a majority of the then
                           outstanding voting capital stock of the Company;

                  (e)      a right of first  refusal in favor of the Company (or
                           its nominee)  such that if Deutsche  Bank proposes to
                           sell,  transfer or assign any of its Common Stock, it
                           will  first  offer the  Company  the  opportunity  to
                           purchase such shares on the same terms;

                  (f)      representations  and warranties of Deutsche Bank that
                           will cover matters  normally  addressed by purchasers
                           of  privately   placed   securities,   including  (i)
                           opportunity  to conduct  satisfactory  due diligence;
                           (ii) investment intent;  (iii) "accredited  investor"
                           status and knowledge and  experience in financial and
                           business  matters;  and (iv) corporate  existence and
                           power and authority;

                  (g)      standstill, lockup and voting provisions which shall
                           remain in effect as long as Deutsche Bank (and any of
                           its affiliates) directly or indirectly beneficially
                           owns 10% or more of the outstanding voting capital
                           stock of the Company.  These provisions would include
                          (i) a prohibition on the acquisition of any additional
                           shares by Deutsche Bank and its affiliates in excess
                           of 19.3% of the voting capital stock of the Company
                           from time to time outstanding; provided, however,
                           that if Deutsche Bank shall dispose of any of its
                           shares of Common  Stock (other than under the
                           circumstances described in clause (c)(i)(C) of this
                           paragraph 3), such percentage shall thereafter be
                           reduced to the percentage ownership of Deutsche Bank
                           in the Company after giving effect to such
                           disposition; and provided further, that Deutsche
                           Bank's failure to exercise its  pre-emptive rights as
                           described above shall not constitute a disposition
                           for purposes of the foregoing proviso; (ii) a
                           requirement that Deutsche Bank (or any such
                           affiliate) vote its Common Stock with management
                           (except in the event of certain mergers,
                           consolidations and sales of substantially all the
                           assets of the Company);  and (iii) a prohibition on
                           the conduct by Deutsche Bank and any of its
                           affiliates of proxy contests and tender offers,
                           except a tender offer for any and all the shares of
                           the Company which includes as a condition thereof
                           (which may not be waived by the offeror(s)) that,
                           upon consummation of such offer, Deutsche Bank and
                           its affiliates shall own not less than 81% of the
                           voting capital stock of the Company;

                   (h)     the rights set forth in subparagraphs 3(b) and 3(d)
                           will terminate upon either (i) the sale by Deutsche
                           Bank or its affiliates of any Common Stock (other
                           than under the circumstances described in clause
                           (c)(i)(C) of this paragraph 3 or in the ordinary
                           course of broker-dealer activities (including without
                           limitation market making activities) and the
                           activities of any affiliate of Deutsche Bank that
                           maintains and enforces written policies and
                           procedures reasonably designed to prevent the flow of
                           information about the Company to such affiliate
                           (including without limitation merger and acquisition
                           advisory and ordinary course banking
                           activities)), or (ii) if, as a result of the sale by
                           Deutsche Bank and its affiliates of Common Stock
                           under the circumstances described in clause (c)(i)(C)
                           of this paragraph 3, Deutsche Bank and its affiliates
                           hold less than 10% of the then outstanding Common
                           Stock;

                   (i)     in the event the Company repurchases shares of its
                           Common Stock generally (whether through an issuer
                           self-tender or otherwise), Deutsche Bank and its
                           affiliates will sell sufficient shares so that their
                           aggregate ownership does not exceed 19.3% of the
                           Common Stock then outstanding, so long as the
                           purchase price per share shall equal or exceed the
                           price paid by Deutsche Bank or such affiliates to
                           acquire such shares; provided that the Company
                           shall require a similar covenant from any person
                           (except for persons holding 10% or more of the
                           outstanding Common Stock as of the date hereof )
                           that, after  the Closing, purchases from the Company
                           Common Stock or Common Stock equivalents (other than
                           purchases of less than one percent of the then
                           outstanding Common Stock or purchases pursuant to a
                           bona fide underwritten public offering) as a result
                           of which such person would own 10% or more of the
                           then outstanding Common Stock,; and provided further
                           that such covenants shall be subject to exception
                           to permit delay in circumstances where compliance
                           would result in the violation of any law, rule or
                           regulation; and

                   (j)     Deutsche  Bank and its  affiliates  will agree not to
                           transfer  any  Common  Stock  to a  third  party  (or
                           "group" of persons as defined in Section  13(d)(3) of
                           the Securities Exchange Act of 1934, as amended) that
                           would, upon consummation of such transfer, own 10% or
                           more of the then  outstanding  Common  Stock,  unless
                           such third party or group enters into  standstill and
                           lock-up  arrangements on substantially the same terms
                           as those binding upon Deutsche Bank; and

                   (k)     The Company will use commercially  reasonable efforts
                           to include in the group of persons  nominated  by the
                           Company for election as a director a person nominated
                           by  Deutsche  Bank   reasonably   acceptable  to  the
                           Company,  provided such nominee agrees to resign as a
                           director   in  the  event   Deutsche   Bank  and  its
                           affiliates   cease   to  own   10%  or  more  of  the
                           then-outstanding Common Stock.

                   4.  The   Investment   Agreement   will   provide   that  the
                  representations  and  warranties  of the Company and  Deutsche
                  Bank will survive the Closing for a period of two years.

                  5.       The Closing will be subject to:

                  (i)      the receipt of all required regulatory approvals and
                           third-party consents, including without limitation
                           any applicable U.S. federal, state or foreign bank
                           regulatory approvals;

                  (ii)     the expiration of the waiting  period  required under
                           the Hart-Scott-Rodino  Antitrust  Improvements Act of
                           1976,  and  otherwise  as required by any  applicable
                           stock exchange or other self-regulatory organization;
                           and

                  (iii)    the  representations  and warranties of each party in
                           the   Investment   Agreement   and   the   definitive
                           agreements relating to the U.S.  Underwriting Venture
                           and the  U.S.  Research  Venture  shall  be true  and
                           correct,  and  all of  its  covenants  therein  to be
                           performed  prior  to  the  Closing  shall  have  been
                           performed.

                  6.  Deutsche  Bank,  the  Company  and  their  affiliates  (as
applicable) will negotiate in good faith the formation of a strategic  alliance,
which may take the form of one or more entities established in or outside of the
United States, in connection with:

                  (i)      the development by the Company of "private label" web
                           sites for certain affiliates of Deutsche Bank for
                           retail and institutional trading;

                  (ii)     subject to any regulatory requirements, the formation
                           of jointly owned U.S. clearance and settlement
                           operations;

                  (iii)    the provision by the Company of discounted on-line
                           brokerage services to employees of Deutsche Bank and
                           its affiliates; and

                  (iv)     the  provision  by the Company to  Deutsche  Bank and
                           institutional  customers  of  Deutsche  Bank  and its
                           affiliates,  on terms no less favorable than those on
                           which the Company provides such services generally to
                           other third  parties,  certain  on-line  products and
                           services  offered by the Company as shall be mutually
                           agreed by the parties  (collectively,  the "Strategic
                           Cooperation Arrangements").

                  7. (a)  Following  the  execution  of this  letter  until  the
execution  of the  Investment  Agreement,  neither  the  Company  nor any of its
respective  subsidiaries,   affiliates  or  Representatives  will,  directly  or
indirectly,  (i) solicit or encourage any  inquiries,  discussions  or proposals
regarding; (ii) continue, propose or enter into negotiations or discussions with
respect to; or (iii) enter into any agreement or other  understanding  providing
for,  any  Company  Alternative  Transaction;  nor shall any of such  persons or
entities  provide any  information to any other person or entity for the purpose
of making,  evaluating,  or determining whether to make or pursue, any inquiries
or proposals with respect to, any Company Alternative  Transaction.  The Company
will  promptly  advise  Deutsche Bank of, and  communicate  to Deutsche Bank all
material  terms of, any such  inquiry or proposal and the identity of the person
or entity  making any such  inquiry or  proposal  that the Company or any of its
subsidiaries,  affiliates or Representatives may receive or of which any of them
may  become  aware.  The  term  "Company  Alternative   Transaction"  means  any
transaction  involving an equity investment by any third party in the Company or
any of its affiliates  (excluding Common Stock acquired upon exercise of (i) any
warrants outstanding on the date hereof; or (ii) stock-based compensation plans)
and/or a worldwide  or regional  alliance  with such party for the  provision of
products  and services  outside of the United  States  substantially  similar to
those  comprising the  contemplated  scope of the European  Joint  Venture,  the
Worldwide   Joint   Venture  or  clause  (ii)  of  the   Strategic   Cooperation
Arrangements,  excluding any co-branding arrangements with banks, savings banks,
savings and loans institutions and credit unions located in the United States.

                   (b)   Following  the  execution  of  this  letter  until  the
execution of the  Investment  Agreement,  neither  Deutsche  Bank nor any of its
respective  subsidiaries,   affiliates  or  Representatives  will,  directly  or
indirectly,  (i) solicit or encourage any  inquiries,  discussions  or proposals
regarding; (ii) continue, propose or enter into negotiations or discussions with
respect to; or (iii) enter into any agreement or other  understanding  providing
for, any Deutsche Bank Alternative Transaction; nor shall any of such persons or
entities  provide any  information to any other person or entity for the purpose
of making,  evaluating,  or determining whether to make or pursue, any inquiries
or  proposals  with  respect  to, any  Deutsche  Bank  Alternative  Transaction.
Deutsche  Bank will  promptly  advise the  Company  of, and  communicate  to the
Company all material  terms of, any such inquiry or proposal and the identity of
the person or entity  making any such inquiry or proposal  that Deutsche Bank or
any of its subsidiaries,  affiliates or Representatives  may receive or of which
any of them may become aware. The term "Deutsche Bank  Alternative  Transaction"
means,  with respect to Deutsche Bank or any of its affiliates,  any transaction
involving  an equity  investment  in a U.S.  on-line  discount  broker  and/or a
worldwide or regional alliance with such party for the provision of products and
services substantially similar to those comprising the contemplated scope of the
U.S.  Underwriting  Venture,  the U.S.  Research  Venture,  the  European  Joint
Venture, the Worldwide Joint Venture or the Strategic Cooperation Arrangements.

                  8. Deutsche  Bank agrees that,  from the date hereof until six
months after the date of termination of this letter in accordance with the terms
of paragraph 13 hereof,  none of Deutsche  Bank or any of its  affiliates  will,
without the prior written  consent of the Company and other than in the ordinary
course of broker-dealer  activities  (including without limitation market making
activities)  and the activities of any affiliate of Deutsche Bank that maintains
and enforces written policies and procedures  reasonably designed to prevent the
flow of  information  about the  Company to such  affiliate  (including  without
limitation   merger  and  acquisition   advisory  and  ordinary  course  banking
activities):

                  (i)      acquire,  offer to  acquire,  or  agree  to  acquire,
                           directly or indirectly, by purchase or otherwise, any
                           voting  securities  or direct or  indirect  rights to
                           acquire any voting  securities  of the Company or any
                           subsidiary thereof (other than acquisitions of Common
                           Stock in an amount  equal to the  difference  between
                           19.3% of the then outstanding voting capital stock of
                           the  Company  and  an  amount  equal  to  (A)  shares
                           purchased in the Investment  plus (B) shares owned by
                           Deutsche  Bank  and  its   affiliates),   or  of  any
                           successor to or person in control of the Company,  or
                           any material  assets of the Company or any subsidiary
                           or  division  thereof  or of any  such  successor  or
                           controlling  person  except  as  contemplated  by the
                           Investment;

                  (ii)     make,  or  in  any  way   participate,   directly  or
                           indirectly,  in any  "solicitation"  of  "proxies" to
                           vote (as  such  terms  are  used in the  rules of the
                           Securities  and  Exchange  Commission),  or  seek  to
                           advise or influence any person or entity with respect
                           to  the  voting  of  any  voting  securities  of  the
                           Company;

                  (iii)    make any  public  announcement  with  respect  to, or
                           submit a proposal  for,  or offer of (with or without
                           conditions) any extraordinary  transaction  involving
                           the Company or any of its securities or assets; or

                   (iv)    form, join or in any way participate in a "group" of
                           persons, as described above, in connection with any
                           of the foregoing.

                  9.  Deutsche  Bank and the  Company  shall each bear their own
fees  and  expenses,   including,  without  limitation,  fees  and  expenses  of
financial, legal and accounting advisers and other outside consultants, incurred
in  connection   with  the  execution  of  this  letter  and  the   transactions
contemplated hereby.

                  10.  THIS  LETTER  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED WITHIN THAT STATE.

                  11.      This letter may be executed in counterparts, each of
which shall be deemed to be an original, but all of
which shall constitute one and the same instrument.

                  12.  This  letter is an  expression  only of the intent of the
parties to negotiate, document and consummate the Investment, the European Joint
Venture,  the Worldwide Joint Venture, the U.S.  Underwriting  Venture, the U.S.
Research  Venture,  the  Strategic   Cooperation   Arrangements  and  the  other
transactions  contemplated  hereby and is not intended to be a binding contract,
except that  paragraphs  7, 8, 9, 10, 12 and 13 are  intended to be binding upon
and enforceable  against the parties hereto and, in the case of paragraphs 8, 9,
10, 12 and 13, to survive the  termination  of this letter  agreement,  and that
nothing herein shall be construed to adversely  effect the  effectiveness of the
letter agreements between the parties of even date relating to protection of the
confidentiality of information  provided by the parties to each other thereunder
(the "Non-Disclosure Agreements").

                  13.  If the  definitive  Transaction  Documents  have not been
approved by the respective  Boards of Directors of the Company and Deutsche Bank
and the Board of Managing  Directors  of Deutsche  Bank AG by April 30, 2000 and
unless otherwise  agreed by the parties,  this letter will terminate and neither
party shall have any  obligation  to the other  respecting  the  subject  matter
hereof, except to the extent otherwise provided herein and in the Non-Disclosure
Agreements.

                                      * * *




<PAGE>


                  If the foregoing is in accordance with your  understanding and
agreement  with  Deutsche  Bank,  please sign and return the  duplicate  of this
letter enclosed herewith.

                                   Sincerely,


                                     DEUTSCHE BANK AMERICAS HOLDING CORPORATION



                                     By___________________________
                                       Name:
                                       Title:



                                     By___________________________
                                       Name:
                                       Title:







Accepted and agreed to
on the terms set forth above:
NATIONAL DISCOUNT BROKERS GROUP, INC.


By___________________________
     Name:
     Title: