ASHTON TECHNOLOGY GROUP INC
8-K/A, 1997-05-16
COMPUTER PROGRAMMING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



   
                                   FORM 8-K/A
                                (Amendment No. 1)
    

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

                         Date of Report: April 30, 1997



                        THE ASHTON TECHNOLOGY GROUP, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                     333-1182           22-6650372
- --------------------------------------------------------------------------------
(State or other jurisdiction of      (Commission File    (IRS Employer 
         incorporation)                   Number)         Identification Number)


1900 Market Street, Suite 701, Philadelphia, Pennsylvania         19103
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: (215) 751-1900

<PAGE>



       
Item 7.   Financial Statements and Exhibits

   
          Item (c) is hereby restated as follows:
    

          (c) Exhibits.

   
          16.1 Letter,  dated May 5, 1997 and received May 14, 1997, from Arthur
               Andersen LLP to the Securities and Exchange Commission  regarding
               Change in Certifying Accountant.
    


<PAGE>




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

   
Date:  May  16, 1997                    The Ashton Technology Group, Inc.
                                        --------------------------------
    
                                                  (Registrant)


                                       By:  /s/ Robert A. Eprile
                                            --------------------
                                            Robert A. Eprile
                                            Chairman of the Board


   
                      [Letterhead of Arthur Andersen LLP]

May 5, 1997                                          
                                                     
Securities and Exchange Commission                   
Washington, D.C.  20549                              


Gentlemen:

We have read Item 4 included in the attached  Form 8-K dated April 30, 1997,  of
The Ashton  Technology  Group,  Inc.  filed  with the  Securities  and  Exchange
Commission and are in agreement with the statements contained therein.

Very truly yours,


/s/ Arthur Andersen LLP
- -----------------------
Arthur Andersen LLP
    


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