FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL
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1. Name and Address of Reporting Person* Lupien, William A.	2. Issuer Name and Ticker or Trading Symbol OptiMark Holdings, Inc.		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [X] Director [X] 10% Owner [_] Officer (give title below) [_] Other (specify below)
(Last) (First) (Middle) OptiMark Holdings, Inc. c/o Vie Financial Group Inc. 1114 Avenue of the Americas, 22nd Floor	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Year December 2002
(Street) New York, NY 10036		5. If Amendment, Date of Original (Month/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) [_] Form filed by One Reporting Person [_] Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Trans- action Date (mm/dd/yy)	2A. Deemed Execution Date, if any (mm/dd/yy)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year(Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Trans- action Date (mm/dd/yy)	2A. Deemed Execution Date, if any (mm/dd/yy)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock							4,780,095	D
Common Stock							47	I	By the William A. Lupien Retained Annuity Trust, of which Mr. Lupien is the sole beneficiary
Common Stock							52,419	I	By Bonnie R. Lupien, Mr. Lupien's spouse
Common Stock							47	I	By the Bonnie R. Lupien Retained Annuity Trust, of which Mrs. Lupien is the sole beneficiary
Series A Preferred Stock							0
Series B Preferred Stock							0
Series C Preferred Stock							0
Series D Preferred Stock							0
Series E Preferred Stock							0
Series F Preferred Stock							0
Series G Preferred Stock							0

* If the form is filed by more than one reporting person, see Instructions 4(b)(v).
		Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently vaild OMB control Number.	(Over) SEC 2270 (9-02)

FORM 5 (continued)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1.Title of Derivative Security
(Instr.3)

2. Conversion or
Exercise
Price of
Derivative
Security

3. Transaction
Date
(Month/
Day/
Year)

3. A Deemed
Execution
Date, if Any
(Month/
Day/
Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative
Securities
Acquired (A) or Disposed of(D)
(Instr. 3, 4 and 5)

6. Date Exercisable
and Expiration Date
(Month/Day/Year)

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8. Price of
Derivative
Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4)

10. Ownership of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or
Number
of Shares

Common Stock (right to buy)

$0.50

(1)

11/29/09

Common Stock

50,000

$0.00

50,000

Common Stock (right to buy)

$0.50

(2)

6/9/10

Common Stock

10,000

$0.00

10,000

Common Stock (right to buy)

$0.50

(3)

5/21/11

Common Stock

10,000

$0.00

10,000

Common Stock (right to buy)

$0.50

9/13/02

10,000

(4)

9/13/12

Common Stock

10,000

$0.00

10,000

Series F Preferred Stock (right to buy)

$0.10

11/15/02

11/15/11

Series F Preferred Stock

25,000

$0.00

25,000

Series F Preferred Stock (right to buy)

$0.10

9/13/02

10,000

9/13/03

9/13/12

Series F Preferred Stock

10,000

$0.00

10,000

Explanation of Responses:

Intentional misstatements or omissions of facts constitute Federal Criminal Violations
.See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

/s/ William A. Lupien

**Signature of Reporting Person

February 14, 2003

Date

(1)	Currently exerciseable as to 30,000 shares. An additional 10,000 options will be exercisable on each of 11/29/03 and 11/29/04.
(2)	Currently exerciseable as to 4,000 shares. An additional 2,000 options will be exerciseable on each of 6/9/03, 6/9/04 and 6/9/05.
(3)	Currently exerciseable as to 2,000 shares. An additional 2,000 options will be exerciseable on each of 5/21/03, 5/21/04, 5/21/05 and 5/21/06.
(4)	No options are currently exerciseable. 2,000 options will be exerciseable on each of 9/13/03, 9/13/04, 9/13/05, 9/13/06 and 9/13/07.

Note:

File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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OPTIMARK HOLDINGS INC 5