On August 8, 2004, KFP Holdings I LLC, a wholly-owned subsidiary of Knight Trading Group, Inc. (the "Company"), Knight Financial Products LLC ("KFP"), an indirect wholly-owned subsidiary of the Company, and Knight Execution Partners LLC ("KEP"), an indirect wholly-owned subsidiary the Company, entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Citigroup Financial Products Inc. ("Citigroup") in order to effect the sale of substantially all of the assets of KFP and KEP to Citigroup.

A copy of the Asset Purchase Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. A press release announcing the execution of the Asset Purchase Agreement was issued by the Company on August 9, 2004. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of such exhibits.

(c) Exhibits:

Exhibit No.        Exhibit
-----------        -----------------------------------------------------------------------
     2.1           Asset Purchase Agreement, dated as of August 8, 2004, by and among
                   Citigroup Financial Products Inc. and KFP Holdings I LLC, Knight
                   Financial Products LLC and Knight Execution Partners LLC.

   99.1            Press release issued by Knight Trading Group, Inc. on August 9, 2004.