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):
                                   May 1, 2000

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


Delaware                              1-9480                        22-2394480
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(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
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(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 Event

         National Discount Brokers Group,  Inc. (the  "Registrant") and Deutsche
Bank Americas Holding  Corporation have amended the letter agreement dated March
27, 2000  between  them to extend the term of the letter  agreement  and certain
other  provisions.  The amendment to the letter agreement is filed as an exhibit
to this Form 8-K and is incorporated herein by reference



Item 7.  Financial Statements and Exhibits

(c)      Exhibits

         99       Amendment, dated May 1, 2000, to letter of intent dated
                  March 27, 2000 National Discount Brokers Group, Inc. and
                  Deutsche Bank Americas Holding Corporation





<PAGE>


                                   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:  May 2, 2000               By:
                                           Name:  Arthur Kontos
                                           Title: President and Chief
                                                  Executive Officer















<PAGE>


                                                                      EXHIBIT 99


                                                                     May 1, 2000





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


Ladies and Gentlemen:


                  Reference  is  made  to  the  letter  agreement  (the  "Letter
Agreement") dated March 27, 2000,  setting 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  and the  formation  of certain  strategic  relationships  described
therein.  Capitalized terms used herein and not otherwise defined shall have the
meanings given to them in the Letter Agreement.

                  Paragraph  13 of the Letter  Agreement  is hereby  amended and
restated to read as follows:

                           13. If the Investment Agreement has not been executed
         and  delivered  by the Company and DB U.S.  Financial  Markets  Holding
         Corporation on or prior to May 16, 2000,  this letter may be terminated
         by either  party  upon  written  notice to the other  party.  Upon such
         termination,  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.

Except as otherwise set forth above, the Letter Agreement shall continue in full
force and effect.

                  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.

                  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.



<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: