UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549~~ STATES

~~FORM~~SECURITIES AND ~~10-Q~~EXCHANGE COMMISSION

~~QUARTERLY~~Washington, D.C. ~~REPORT UNDER SECTION 13 OR 15(d) OF THE~~ 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30~~March 31, ~~2004~~2009

Commission File Number: 0-24634
TRACK DATA CORPORATION(Exact name of registrant as specified in its charter)
DELAWARE(State or other jurisdiction of incorporation or organization)	22-3181095(I.R.S. Employer Identification No.)
95 Rockwell Place, Brooklyn, New York (Address of principal executive offices)	11217(Zip Code)
(718)-522-7373(Registrant's telephone number, including area code)

Commission File Number 0-24634

~~Indicate~~TRACK DATA by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No oCORPORATION

~~Indicate~~(Exact name byof ~~checkmark~~registrant ~~whether the Registrant is an accelerated filer (~~as ~~defined~~specified in ~~Rule~~its ~~12b-2 of the Act~~charter)~~. Yes o No x~~

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of July 31, 2004 there were 48,619,000 shares of common stock outstanding.

DELAWARE	22-3181095
(State or other jurisdiction	(I.R.S. Employer
of incorporation)	Identification No.)

~~PART~~95 Rockwell ~~I. FINANCIAL INFORMATION~~ Place

~~Item~~Brooklyn, NY ~~1. Financial Statements~~ 11217

~~See~~(Address of ~~pages~~principal ~~2-11~~executive offices)

~~Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations~~ (718) 522-7373

~~See~~(Registrant's telephone ~~pages 12-18~~ number)

~~Item~~Indicate by ~~3. Quantitative~~check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or such shorter period that the registrant was required to file such reports), and ~~Qualitative~~(2) ~~Disclosures~~has ~~About~~been ~~Market~~subject ~~Risk~~to such filing requirements for the past 90 days.

~~See~~Yes ~~page 19~~ þ No ¨

~~Item~~Indicate by ~~4. Controls~~check mark whether the Registrant has submitted electronically and ~~Procedures~~posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such filings). Yes ¨ No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions ~~page~~of 19“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

~~PART~~Large Accelerated ~~ll OTHER~~Filer ~~INFORMATION~~o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Companyþ

~~See~~Indicate by ~~page~~check 20mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

1o Yes þ No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of April 30, 2009 there were 8,392,000 shares of common stock outstanding.


	PART I. FINANCIAL INFORMATION

	Item 1.		Financial Statements

			See pages 1-14

	Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations

			See pages 15-21

	Item 3.		Quantitative and Qualitative Disclosures About Market Risk

			See page 22

	Item 4T.		Controls and Procedures

			See page 22


	PART II. OTHER INFORMATION

			See page 23

Track Data Corporation and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except ~~number~~share ~~of shares~~data)

		June 30,			December 31,
		March 31,					December 31,
			2004			2003
				2009					2008
	Unaudited				Derived from
		(unaudited)
					audited
ASSETS
					financial
CASH AND EQUIVALENTS			$	6,879				$	7,139
					statements
ACCOUNTS RECEIVABLE – net of allowance for doubtful
ASSETS
accounts of $168 in 2009 and $213 in 2008				1,090					976
CASH AND EQUIVALENTS		$	6,417			$	8,315
DUE FROM CLEARING BROKER				944					760
ACCOUNTS RECEIVABLE – net			1,411				1,099
DUE FROM BROKER				23,363					42,029
DUE FROM CLEARING BROKER			450				547
MARKETABLE SECURITIES				1,925					3,616
DUE FROM BROKER			48,483				37,141
FIXED ASSETS - at cost (net of accumulated
MARKETABLE SECURITIES			21,896				21,427
depreciation and amortization)				1,740					1,818
FIXED ASSETS - at cost (net of accumulated depreciation)			1,923				2,140
EXCESS OF COST OVER NET ASSETS ACQUIRED – net				1,700					1,700
EXCESS OF COST OVER NET ASSETS ACQUIRED – net			1,900				1,900
OTHER ASSETS				892					848
OTHER ASSETS			782				929
TOTAL			$	38,533				$	58,886
TOTAL		$	83,262			$	73,498
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
LIABILITIES
Accounts payable and accrued expenses			$	3,770				$	3,707
Accounts payable and accrued expenses		$	4,235			$	4,112
Trading securities sold, but not yet purchased				10,297					30,896
Notes payable - other			-				494
Net deferred income tax liabilities				595					496
Trading securities sold but not yet purchased			52,624				40,996
Other liabilities				108					168
Net deferred income tax liabilities			1,924				2,475
Total liabilities				14,770					35,267
Other liabilities, including income taxes			491				1,616
COMMITMENTS AND CONTINGENCIES
Total liabilities			59,274				49,693
STOCKHOLDERS’ EQUITY
COMMITMENTS AND CONTINGENCIES
Common stock - $.01 par value; 60,000,000 shares
STOCKHOLDERS’ EQUITY
authorized; issued and outstanding –8,392,000 shares				84					84
Common stock - $.01 par value; 300,000,000 shares authorized; issued and
Additional paid-in capital				10,183					10,183
outstanding – 48,681,000 shares in 2004 and 49,001,000 shares in 2003			487				490
Retained earnings				13,128					13,132
Additional paid-in capital			13,837				14,152
Accumulated other comprehensive income				368					220
Retained earnings			7,028				5,701
Total stockholders’ equity				23,763					23,619
Accumulated other comprehensive income			2,636				3,462
TOTAL			$	38,533				$	58,886
Total stockholders’ equity			23,988				23,805
TOTAL		$	83,262			$	73,498

See notes to condensed consolidated financial statements 2

Track Data Corporation and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF ~~INCOME~~ OPERATIONS

~~SIX~~ THREE MONTHS ENDED ~~JUNE~~MARCH 3031, ~~2004~~2009 AND ~~2003~~ 2008

(in thousands, except earnings and dividends per share)

(Unaudited)

		2004			2003
SERVICE FEES AND REVENUE	$	20,595		$	21,019
COSTS, EXPENSES AND OTHER:
Direct operating costs		11,423			12,383
Selling and administrative expenses		7,407			8,128
Marketing and advertising		268			134
Gain on marketable securities (including $542,000
from sale of Innodata common stock in 2004)		(1,653	)		(766	)
Interest expense – net		122			33
Total		17,567			19,912
INCOME BEFORE INCOME TAXES		3,028			1,107
INCOME TAXES		1,211			443
NET INCOME	$	1,817		$	664
BASIC AND DILUTED NET INCOME PER SHARE		$.04			$.01
DIVIDENDS PER SHARE		$.01
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		48,929			50,376
ADJUSTED DILUTIVE SHARES OUTSTANDING		49,012			50,376

See notes to condensed consolidated financial statements 3

Track Data Corporation and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED JUNE 30, 2004 AND 2003

(in thousands, except earnings per share)

(~~Unaudited~~unaudited)

		2004			2003
	2009				2008
SERVICE FEES AND REVENUE	$	~~9,822~~		$	~~10,324~~
COSTS, EXPENSES AND OTHER :
Market Data Services	$	3,888		$	4,536
Direct operating costs		5,688			6,029
ECN Services		322			778
Selling and administrative expenses		3,648			3,837
Broker-Dealer Commissions (includes $5 in 2009 and
Marketing and advertising		153			56
$20 in 2008 from related party)		2,409			2,456
Gain on marketable securities (including $98,000
Total		6,619			7,770
from sale of Innodata common stock in 2004)		(867	)		(397	)
COSTS, EXPENSES AND OTHER:
Interest expense – net		45			8
Direct operating costs (includes depreciation and amortization
Total		8,667			9,533
of $159 and $185 in 2009 and 2008, respectively)		4,220			5,043
INCOME BEFORE INCOME TAXES		1,155			791
Selling and administrative expenses (includes depreciation and
INCOME TAXES		462			317
amortization of $25 and $16 in 2009 and 2008, respectively)		2,173			2,301
NET INCOME	$	693		$	474
Rent expense – related party		164			164
BASIC AND DILUTED NET INCOME PER SHARE		$.01			$.01
Marketing and advertising		65			43
WEIGHTED AVERAGE SHARES OUTSTANDING		48,882			50,088
Loss (gain) on arbitrage trading		19			(371	)
ADJUSTED DILUTIVE SHARES OUTSTANDING		48,891			50,088
Gain on sale of marketable securities – Innodata		-			(65	)
Interest income		(21	)		(95	)
Interest expense		6			99
Total		6,626			7,119
(LOSS) INCOME BEFORE INCOME TAXES		(7	)		651
INCOME TAX (BENEFIT) PROVISION		(3	)		261
NET (LOSS) INCOME	$	(4	)	$	390
BASIC AND DILUTED NET (LOSS) INCOME PER SHARE		$.00			$.05
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		8,392			8,392
ADJUSTED DILUTIVE SHARES OUTSTANDING		8,392			8,392

See notes to condensed consolidated financial statements 4

Track Data Corporation and Subsidiaries

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

~~EQUITY~~THREE MONTHS ~~AND~~ENDED ~~COMPREHENSIVE~~MARCH ~~INCOME~~31, 2009

SIX MONTHS ENDED JUNE 30, 2004

(in thousands)

(~~Unaudited~~unaudited)

																~~Accumulated~~				Accumulated	~~Total~~
						Additional										Other					Stock-					Compre-
		Number								Additional										Other					Stock-					Compre-
	Common					Paid-in					Retained					Comprehensive					holders’					hensive
		of			Common					Paid-in					Retained					Comprehensive					holders’					hensive
	Stock					Capital					Earnings					Income					Equity					Income
		Shares			Stock					Capital					Earnings					Income					Equity					Income
BALANCE, JANUARY 1, 2004		$	490				$	14,152				$	5,701				$	3,462				$	23,805
BALANCE, JANUARY 1, 2009			8,392			$	84				$	10,183				$	13,132				$	220				$	23,619
Net income													1,817										1,817				$	1,817
Net loss																	(4	)									(4	)			$	(4	)
Stock options and warrants exercised								11															11
Unrealized gain on marketable
Dividends paid													(490	)									(490	)
securities - net of taxes																						148					148					148
Purchase and retirement of treasury stock			(3	)				(326	)														(329	)
Comprehensive income																															$	144
Reclassification adjustment for gain on
BALANCE, MARCH 31, 2009			8,392			$	84				$	10,183				$	13,128				$	368				$	23,763
marketable securities-net of taxes																		(319	)				(319	)				(319	)
Unrealized loss on marketable securities -
net of taxes																		(507	)				(507	)				(507	)
Comprehensive income																											$	991
BALANCE, JUNE 30, 2004		$	487				$	13,837				$	7,028				$	2,636				$	23,988

See notes to condensed consolidated financial statements 5

Track Data Corporation and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~SIX~~ THREE MONTHS ENDED ~~JUNE~~MARCH 3031, ~~2004~~2009 AND ~~2003~~ 2008

(in thousands)

(~~Unaudited~~unaudited)

		2004				2003
			2009						2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,817			$	664
Net (loss) income		$	(4	)				$	390
Adjustments to reconcile net income to net cash (used in) provided
Adjustments to reconcile net (loss) income to net cash (used in)
by operating activities:
provided by operating activities:
Depreciation and amortization		~~564~~	184			~~723~~			201
Gain on sale of Innodata common stock		~~(542~~	)-			~~(17~~	)		(65	)
Changes in operating assets and liabilities:
Accounts receivable and due from clearing broker		~~(215~~	)(298	)		~~2,102~~			314
Due from broker		~~(11,376~~	)18,666			~~(13,405~~	)		(10,196	)
Marketable securities		~~(2,015~~	)1,937			~~(4,369~~	)		2,210
Other assets		~~140~~	(58	)		~~(158~~	)		175
Accounts payable and accrued expenses		~~123~~	63			~~(221~~	)		(60	)
Securities sold, but not yet purchased		11,628				17,732
Trading securities sold, but not yet purchased			(20,599	)					8,505
Other liabilities		(1,189	)			8
Other liabilities, including deferred income taxes			(57	)					24
Net cash (used in) provided by operating activities		~~(1,065~~	)(166	)		~~3,059~~			1,498
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		~~(337~~	)(104	)		~~(125~~	)		(59	)
Proceeds from sale of Innodata common stock		~~711~~	-			~~182~~			77
Net cash provided by investing activities		374				57
Repayments of note receivable			12						-
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash (used in) provided by investing activities			(92	)					18
Payments under capital lease obligations		-				(54	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments on note payable - bank		-				(1,030	)
Net repayments on loans from employees			-						(782	)
Net payments from notes payable - other		(494	)			(388	)
Net cash used in financing activities			-						(782	)
Dividends paid		(490	)			-
EFFECT OF EXCHANGE RATE DIFFERENCES ON CASH			(2	)					-
Net proceeds on loans from employee savings program		62				74
NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS			(260	)					734
Purchase of treasury stock		(296	)			(1,227	)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD			7,139						5,275
Proceeds from exercise of stock options		11				-
CASH AND EQUIVALENTS, END OF PERIOD		$	6,879					$	6,009
Net cash used in financing activities		(1,207	)			(2,625	)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION INFORMATION:
EFFECT OF EXCHANGE RATE DIFFERENCES ON CASH		-				(9	)
Cash paid for:
NET (DECREASE) INCREASE IN CASH		(1,898	)			482
Interest		$	6					$	99
CASH, BEGINNING OF PERIOD		8,315				5,491
Income taxes			20						2
CASH, END OF PERIOD	$	6,417			$	5,973
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	389			$	105
Income taxes		2,389				441

See notes to condensed consolidated financial statements 6

Track Data Corporation and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SIX~~THREE MONTHS ENDED ~~JUNE~~MARCH 3031, ~~2004~~2009 AND ~~2003~~ 2008

(unaudited)

1. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring ~~accruals~~items) necessary to present fairly the financial position as of ~~June~~March 3031, ~~2004~~2009, and the results of operations ~~for the three~~ and ~~six month periods ended June 30, 2004 and 2003 and of~~ cash flows for the ~~six~~three months ended ~~June~~March 3031, ~~2004~~2009 and ~~2003~~2008. The results of operations for the ~~six~~three months ended ~~June~~March 3031, ~~2004~~2009 are not necessarily indicative of results that may be expected for any other interim period or for the full year. The unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

These financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, ~~2003~~2008 included in the Company’s Annual Report on Form 10-K. The accounting policies used in preparing these financial statements are the same as those described in the December 31, ~~2003~~ 2008 financial statements. The December 31, 2008 condensed balance sheet presented was derived from the audited financial statements.

2. ~~During~~ The Company charges all costs incurred to establish the ~~six~~technological ~~months~~feasibility ~~ended~~of ~~June~~a 30product or product enhancement, ~~2004~~as well as correction of software bugs and minor enhancements to existing software applications to research, ~~the~~development ~~Company~~and ~~purchased~~maintenance ~~305~~expense. Research,~~935~~ ~~shares~~development ofand ~~its~~maintenance ~~common~~expense ~~stock~~included atin adirect ~~cost~~operating ofcosts, were approximately $~~329~~18,000. and $18,000 for the three months ended March 31, 2009 and 2008, respectively.

3. The Company ~~charges~~applies ~~all~~Statement ~~costs~~of ~~incurred~~Financial toAccounting ~~establish~~Standards ~~the~~(“SFAS”) ~~technological~~No. ~~feasibility~~157, of“Fair aValue ~~product~~Measurements” or(“SFAS ~~product~~157”) ~~enhancement~~ to ~~research~~assets and ~~development~~liabilities ~~expense.~~measured ~~Research~~at ~~and~~fair ~~development~~value ~~expenses~~on ~~were~~a ~~$133,000~~recurring ~~and~~basis. ~~$161,000~~SFAS ~~for~~157 accomplishes the ~~six~~following ~~months~~key ~~ended June 30, 2004 and 2003, respectively.~~ objectives:

~~4. Advertising~~· ~~costs,~~Defines ~~charged~~fair value as the price that would be received to ~~operations~~sell ~~when~~an ~~incurred,~~asset ~~were~~or ~~$268,000~~paid ~~and~~to ~~$134,000~~transfer ~~for~~a ~~the~~liability ~~six~~in ~~months~~an ~~ended~~orderly ~~June~~transaction ~~30,~~between ~~2004~~market ~~and~~participants ~~2003,~~at ~~respectively.~~the measurement date;

~~5. Marketable~~· ~~securities~~Establishes ~~consists~~a ofthree-level ~~the~~hierarchy ~~following~~ (in“Valuation ~~thousands~~Hierarchy”): for fair value measurements;

	June 30,			December 31,
	2004			2003
Edgar Online – Available for sale securities – at market		$	744		$	1,150
Innodata – Available for sale securities – at market			4,948			6,088
Trading securities – at market			16,204			14,189
Marketable securities		$	21,896		$	21,427
Trading securities sold but not yet purchased – at market		$	52,624		$	40,996

·	Requires consideration of the Company’s creditworthiness when valuing liabilities; and

~~The~~· ~~Company~~Expands ~~owns~~disclosures ~~688,800~~about ~~shares~~instruments ofmeasured ~~Edgar Online, Inc. ("EOL"), an Internet-based supplier of business, financial and competitive intelligence derived from U.S. Securities and Exchange Commission data. The Company carries the investment~~ at ~~$744,000,~~fair ~~the market~~ value ~~at June 30, 2004~~. The difference between the cost of $9,000 and market value of these securities, net of $294,000 in deferred taxes, or $441,000 is classified as a component of accumulated other comprehensive income included in stockholders’ equity.

The Valuation Hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the Valuation Hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of the Valuation Hierarchy and the distribution of the Company’s financial assets within it are as follows:

·	Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. The fair values of the Company’s arbitrage trading securities and Innodata common stock are based on quoted prices and therefore classified as level 1.

·	Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

·	Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company’s assets carried at fair value on a recurring basis are as follows (in thousands):


				Quoted Market Prices
				in Active Markets
				(Level 1)


	March 31,			December 31,
			2009			2008
Arbitrage trading securities
Long Positions		$	1,043		$	2,980
Short Positions			10,297			30,896
Available for sale securities(1)
Innodata common stock			882			636

(1) Available-for-sale securities are carried at fair value based on quoted market prices.

Certain financial instruments are carried at cost on the consolidated balance sheets, which approximates fair value due to their short-term, highly liquid nature. These instruments include cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable and accrued expenses.

Unrealized gains and losses on available for sale securities are recorded as a separate component of other comprehensive income in the condensed consolidated statements of comprehensive income.

Marketable securities consists of the following (in thousands):


	March 31,			December 31,
			2009			2008
Innodata - Available for sale securities - at market		$	882		$	636
Arbitrage trading securities - at market			1,043			2,980
Marketable securities		$	1,925		$	3,616
Arbitrage trading securities sold but not yet purchased – at market		$	10,297		$	30,896

The Company owns 254,272 shares of Innodata, a provider of digital content outsourcing services. The Company carries the investment at $882,000 the market value at March 31, 2009. The difference between the cost of $269,000 and fair market value of these securities, net of $245,000 in deferred taxes, or $368,000 is classified as a component of accumulated other comprehensive income included in stockholders' equity as of March 31, 2009. At December 31, 2008, the Company owned 254,272 shares of Innodata. The Company carried the investment at $636,000, the market value at December 31, 2008. The difference between the cost of $269,000 and fair market value of these securities, net of $147,000 in deferred taxes, or $220,000 is classified as a component of accumulated other comprehensive income included in stockholders' equity as of December 31, 2008. The Company sold 13,030 shares, received proceeds of $77,000 and recorded a gain of $65,000 during the three months ended March 31, 2008.

The Company engages in arbitrage trading activity. The Company's trading strategy consists principally of establishing hedged positions consisting of stocks and options. The Company is subject to market risk in attempting to establish a hedged position, as the market prices could change, precluding a profitable hedge. In these instances, any positions that were established for this hedge would be immediately sold, usually resulting in small losses. If the hedged positions are successfully established at the prices sought, the positions generally stay until the next option expiration date, resulting in small gains, regardless of market value changes in these securities. While virtually all positions are liquidated at option expiration date, certain stock positions remain. The liquidation of these positions generally results in small profits or losses. From time to time, losses may result from certain dividends that may have to be delivered on positions held, as well as from certain corporate restructurings and mergers that may not have been taken into account when the positions were originally established.

The Company also engages in options trading with a higher risk profile. The Company's trading strategy consists of selling short deep out-of-the-money calls and puts. These naked option positions (when there is no underlying security position held) are not hedged. The investment strategy is to take advantage of options that have a very low probability of becoming “in-the-money.” The Company seeks to earn the low premiums that these options are selling for, and expects that all or most of the options will end up expiring worthless. To minimize risk, the Company limits its exposure to any one underlying stock and constantly monitors the option against the real time underlying stock price, and immediately seeks to cover its option position by buying/selling the underlying stock to protect against a larger loss. From time to time, significant losses may result from option positions whose underlying stock price realized a sudden large increase or decrease.

As of March 31, 2009, trading securities had a long market value of $1,043,000 with a cost of $1,081,000, or a net unrealized loss of $38,000. Securities sold but not yet purchased, had a short market value of $10,297,000 with a cost/short proceeds of $10,361,000, or a net unrealized gain of $64,000. The Company expects that its March 31, 2009 positions will be closed during the second quarter of 2009 and that other positions with the same strategy will be established. The Company pledged its holdings in Innodata as collateral for its trading accounts. In addition, the Company's Principal Stockholder pledged approximately 2.3 million shares of his holdings in the Company's common stock as collateral for these accounts. The Company is paying its Principal Stockholder at the rate of 2% per annum on the value of the collateral pledged. Such payments aggregated $5,000 and $10,000, respectively, for the three months ended March 31, 2009 and 2008, respectively.

The Company recognized a loss from arbitrage trading of $19,000 and a gain of $371,000 for the three months ended March 31, 2009 and 2008, respectively.

At December 31, 2008, trading securities had a long market value of $2,980,000 with a cost of $3,108,000, or a net unrealized loss of $128,000. Securities sold but not yet purchased, had a short market value of $30,896,000 with a cost/short proceeds of $31,030,000, or a net unrealized gain of $134,000.

In connection with the arbitrage trading activity, the Company incurs margin loans. The Company is exposed to interest rate change market risk with respect to these margin loans. The level of trading in the arbitrage trading account is partially dependent on the margin value of the Company’s common stock pledged by its Principal Stockholder, and Innodata common stock, which is used as collateral. The market value of such securities is dependent on future market conditions for these companies over which the Company has little or no control.

4. The Company ~~owns~~has ~~1,344,218~~a ~~shares~~revolving line of ~~Innodata,~~credit up to a ~~provider~~maximum of ~~digital~~$3 ~~content~~million ~~outsourcing~~which ~~services.~~bears ~~The~~interest ~~Company~~at ~~carries~~a per annum rate of 1.75% above the ~~investment~~bank’s prime rate (3.25% at $4March 31,~~948,000,~~ ~~the~~2009) ~~market~~and ~~value~~is atdue ~~June~~on 30demand. The line expires in August, ~~2004~~2009, subject to automatic renewal. The ~~difference~~note ~~between~~is collateralized by substantially all of the ~~cost~~assets of ~~$1,290,000~~Track Data Corporation. The Company may borrow up to 80% of eligible accounts receivable and ~~market~~is ~~value~~required to maintain a compensating cash balance of ~~these~~not ~~securities,~~less ~~net~~than 10% of ~~$1,463,000~~the inoutstanding ~~deferred~~loan ~~taxes,~~obligation orand $2is required to comply with certain covenants. There were no borrowings outstanding at March 31,~~195,000~~ is2009. ~~classified~~Borrowings asavailable aunder ~~component~~the line of ~~accumulated~~credit ~~other~~at ~~comprehensive~~March ~~income~~31, ~~included~~2009 inwere ~~stockholders’~~$510,000 ~~equity.~~based on these formulas.

~~The~~5. ~~Company~~Earnings ~~engages~~(Loss) inPer ~~arbitrage~~Share--Basic ~~trading~~earnings ~~activity~~(loss) inper ~~which~~share itis ~~seeks~~computed tobased ~~fully~~on ~~cover~~the ~~open~~weighted ~~equity~~average ~~and~~number ~~option~~of ~~positions~~common inshares ~~its~~outstanding ~~trading~~without ~~accounts~~consideration ~~during~~of ~~each~~potential ~~month~~common ~~with covering equity and option positions that expire in succeeding months~~stock. AsDiluted ofearnings ~~June~~(loss) ~~30,~~per ~~2004,~~share ~~trading~~is ~~securities~~computed ~~had~~based aon ~~long~~the ~~market~~weighted ~~value~~average ofnumber ~~$16,204,000 with a cost~~ of ~~$16,414,000,~~common orand apotential ~~net~~dilutive ~~unrealized~~common ~~loss~~shares ~~of $210,000~~outstanding. ~~Securities~~There ~~sold~~was ~~but~~no ~~not~~affect ~~yet~~on ~~purchased,~~earnings ~~had~~per ashare ~~short~~as ~~market value of $52,624,000 with~~ a ~~cost/short~~result ~~proceeds~~ of ~~$52,600,000,~~potential ~~or a net unrealized loss of $24,000~~dilution. The ~~Company~~calculation ~~expects~~takes ~~that~~into ~~its~~account ~~June~~the ~~30,~~shares ~~2004~~that ~~positions~~may ~~will~~ be ~~closed~~issued ~~during~~upon ~~the~~exercise ~~third quarter~~ of ~~2004~~stock ~~and~~options, ~~that~~reduced ~~other~~by ~~positions with~~ the ~~same~~shares ~~strategy~~that ~~will~~may be ~~established.~~repurchased ~~The~~with ~~Company~~the ~~pledged~~funds ~~its~~received ~~holdings~~from inthe ~~EOL~~exercise, ~~and~~based ~~Innodata~~on asthe ~~collateral~~average ~~for~~price ~~its~~during ~~trading~~the ~~accounts~~period. InFor ~~addition,~~ the ~~Company’s~~three ~~Chairman~~months ~~pledged~~ended ~~approximately~~March 1231, ~~million~~2009 ~~shares~~and of2008, ~~his holdings in~~ the Company’s ~~common~~had ~~stock~~172,000 asand ~~collateral~~433,000 ~~for~~stock ~~these~~options ~~accounts.~~outstanding, ~~The~~respectively, ~~Company~~that iswere ~~paying~~not ~~its~~included ~~Chairman~~in at the ~~rate~~dilutive ofcalculation 2%because ~~per~~the ~~annum~~effect on ~~the~~earnings ~~value~~(loss) ofper ~~the~~share ~~collateral~~is ~~pledged~~antidilutive. ~~Such payments aggregated $52,000 and $25,000 for the six months ended June 30, 2004 and 2003, respectively.~~

AtEarnings ~~December 31, 2003, trading securities had a long market value of $14,189,000 with a cost of $14,371,000, or a net unrealized~~ (loss) ofper ~~$182,000.~~share ~~Securities~~(in ~~sold but not yet purchased~~thousands, ~~had~~except aper ~~short market value of $40,996,000 with a cost/short proceeds of $41,076,000, or a net unrealized gain of $80,000.~~ share):

6. Earnings Per Share--Basic earnings per share is based on the weighted average number of common shares outstanding without consideration of potential common stock issuance. Diluted earnings per share is based on the weighted average number of common and potential dilutive common shares outstanding. There was no effect on earnings per share as a result of potential dilution. The calculation takes into account the shares that may be issued upon exercise of stock options, reduced by the shares that may be repurchased with the funds received from the exercise, based on the average price during the period. The calculation did not take into account options to purchase 6,660,000 and 7,714,000 shares for the three months ended June 30, 2004 and 2003, respectively, and 7,115,000 and 7,716,000 shares for the six months ended June 30, 2004 and 2003, respectively, as they were anti-dilutive.


	Three Months Ended March 31
			2009			2008
Net (loss) income		$	(4	)	$	390

Weighted average common shares outstanding			8,392			8,392
Dilutive effect of outstanding options			-			-
Adjusted for dilutive computation			8,392			8,392

Basic (loss) income per share			$.00			$.05

Diluted (loss) income per share			$.00			$.05

~~Earnings~~6. ~~per~~At ~~share~~March (31, 2009, the Company had seven stock-based employee compensation plans of which there were outstanding awards exercisable into 172,000 shares of common stock. No stock-based employee compensation cost is reflected in ~~thousands~~the statement of operations, ~~except~~as ~~per~~there ~~share~~was no vesting of outstanding stock option awards in 2008 or 2009. The Company is required pursuant to SFAS 123(R) “Share-Based Payments” to account for its options and other stock based awards at fair value. Compensation expense is recognized over the service period of the award.

	Three Months Ended				Six Months Ended
		June 30				June 30
		2004		2003		2004		2003
Net income	$	693	$	474	$	1,817	$	664
Weighted average common shares outstanding		48,882		50,088		48,929		50,376
Dilutive effect of outstanding warrants and options		9		-		83		-
Adjusted for dilutive computation		48,891		50,088		49,012		50,376
Basic income per share		$.01		$.01		$.04		$.01
Diluted income per share		$.01		$.01		$.04		$.01

Segment Information--The Company is a financial services company that provides real-time financial market data, fundamental research, charting and analytical services to institutional and individual investors through dedicated telecommunication lines and the Internet. The Company also disseminates news and third-party database information from more than 100 sources worldwide. The Company owns Track Data Securities Corp. (“TDSC”), a registered securities broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”). The Company provides a proprietary, fully integrated Internet-based online trading and market data system, proTrack, for the professional institutional traders, and myTrack and myTrack Edge, for the individual trader. The Company also operates Track ECN, an electronic communications network that enables traders to display and match limit orders for stocks. The Company's operations are classified in three business segments: (1) market data services and trading, including ECN services, to the institutional professional investment community, (2) Internet-based online trading and market data services to the non-professional individual investor community, and (3) arbitrage trading. See Note 3.

~~7. Accounting~~The accounting ~~for~~policies ~~Stock~~of ~~Options--On~~the ~~December~~segments ~~31,~~are ~~2002,~~ the ~~FASB~~same ~~issued~~as ~~SFAS~~those ~~148,~~described ~~"Accounting~~in ~~for~~Note ~~Stock-Based~~A, Summary ~~Compensation~~of -Significant ~~Transition~~Accounting ~~and~~Policies ~~Disclosure."~~in ~~SFAS~~the ~~148~~Company’s ~~amends~~financial statements for the ~~disclosure~~year ~~provisions~~ended ofDecember ~~SFAS~~31, ~~123~~2008 ~~and~~included ~~APB~~in ~~Opinion~~Form No10-K. Segment data ~~28,~~includes ~~"Interim~~charges ~~Financial~~allocating ~~Reporting,"~~corporate overhead to ~~require~~each segment. The ~~disclosure~~Company inhas ~~the~~not ~~summary~~disclosed ofasset ~~significant~~information ~~accounting~~by ~~policies~~segment, as of the ~~effects~~information ofis annot ~~entity's~~produced ~~accounting~~internally. One ~~policy~~market ~~with~~data customer ~~respect~~of tothe ~~stock~~Non-~~based~~professional ~~employee~~segment ~~compensation~~accounted onfor ~~reported~~10% ~~net~~of ~~income~~that ~~and~~segment’s revenues ~~earnings~~during ~~per~~the ~~share~~three inmonths ~~annual~~ended ~~and~~March ~~interim~~31, ~~financial~~2009 ~~statements~~and 2008. Substantially ~~The~~all ~~adoption~~long-lived ofassets ~~SFAS~~are ~~148~~located ~~disclosure~~in ~~requirements did not have an effect on~~ the ~~Company's consolidated financial statements~~U.S. AtThe excess ~~June~~of ~~30, 2004,~~ the ~~Company~~purchase ~~has~~price ~~seven~~of ~~stock-based~~acquired ~~employee~~business ~~compensation~~over ~~plans.~~the ~~The~~fair ~~Company~~value ~~accounts~~of ~~for~~net assets ~~those~~(“goodwill”) ~~plans~~on ~~under~~ the ~~recognition~~dates ~~and measurement principles~~ of ~~APB~~acquisition ~~Opinion~~amounts ~~No.~~to 25$1,700,000, ~~"Accounting~~net ~~for~~of accumulated ~~Stock~~amortization ~~Issued~~of to$2,494,000 ~~Employees"~~ and ~~related~~a ~~Interpretations.~~2008 Noimpairment ~~stock-based~~charge ~~employee~~of ~~compensation~~$200,000, at ~~cost~~March is31, ~~reflected~~2009 inand ~~net~~December ~~income~~31, as2008. ~~all~~Goodwill ~~options~~is ~~granted~~an ~~under~~asset ~~those~~of ~~plans~~the non-professional ~~were~~market ~~issued~~segment. toThe ~~employees~~Company's ~~and~~business ~~directors~~is ~~and~~predominantly ~~had~~in ~~exercise prices equal to or greater than~~ the U.S. Revenues ~~market~~and ~~value~~net ofincome ~~the~~(loss) ~~underlying~~from ~~common~~international ~~stock~~operations onare not ~~the date of grant~~material.

~~The~~Information concerning ~~following~~operations ~~table~~in ~~illustrates~~its ~~the~~business ~~effect~~segments onis ~~net~~as ~~income~~follows ~~and earnings per share if the Company had applied the fair value recognition provisions of SFAS 123, "Accounting for Stock-Based Compensation," to stock-based employee compensation.~~ (in thousands):

		Three Months								Six Months
		Three Months Ended
		Ended June 30,								Ended June 30,
				March 31,
		2004				2003				2004			2003
	Revenues			2009				2008
		(in thousands, except earnings per share)
	Professional Market		$	2,936			$	3,916
Net income, as reported		$	693			$	474			$	1,817		$	664
	Non-Professional Market			3,683				3,854
Deduct: Total stock-based employee compensation
	Total Revenues		$	6,619			$	7,770
expense determined under fair value based method for
	Arbitrage Trading – (Loss) gain on sale of marketable securities		$	(19	)		$	371
all awards, net of related tax effects			(248	)			(227	)			(448	)		(464	)
	(Loss) income before unallocated amounts and income taxes:
Net income as adjusted		$	445			$	247			$	1,369		$	200
	Professional Market		$	(526	)		$	(167	)
Earnings per share:
	Non-Professional Market			738				630
Basic and diluted --as reported			$.01				$.01				$.04			$.01
	Arbitrage Trading (including interest)			(36	)			297
Basic and diluted --as adjusted			$.01				$.00				$.03			$.00
	Unallocated amounts:
	Depreciation and amortization			(184	)			(201	)
	Gain on sale of Innodata and Edgar Online common stock			-				65
	Interest income-net			1				27
	(Loss) income before taxes		$	(7	)		$	651

In8. ~~January,~~Transactions ~~March~~with ~~and~~Clearing ~~June,~~Broker ~~2004,~~and ~~the~~Customers--The Company ~~granted~~conducts ~~five-year~~business ~~options~~through toa ~~officers,~~clearing ~~directors~~broker ~~and~~which ~~employees~~settles toall ~~purchase~~trades anfor ~~aggregate~~the ~~of 1~~Company,~~449,650~~ ~~shares~~on ata anfully ~~exercise~~disclosed ~~price~~basis, ofon ~~$1.50~~behalf ~~per~~of ~~share~~its ~~vesting~~customers. ~~over~~The ~~two~~Company ~~years.~~earns ~~The~~commissions ~~weighted~~as ~~average~~an ~~fair~~introducing ~~value~~broker offor the ~~options~~transactions ~~was~~of ~~$.86~~its ~~per share~~customers. ~~The~~In ~~fair~~the ~~value~~normal course of ~~options~~business, atthe ~~date~~Company's ofcustomer ~~grant~~activities ~~was~~involve ~~estimated using~~ the ~~Black-Scholes~~execution ~~option~~of ~~pricing~~various ~~model~~customer ~~with~~securities ~~the~~transactions. ~~following~~These ~~weighted~~activities ~~average~~may ~~assumptions:~~expose anthe ~~expected~~Company ~~life~~to ofoff-balance-sheet ~~four~~risk ~~years;~~in ~~risk~~the ~~free~~event ~~interest~~the ~~rate~~customer ofor ~~2.7%;~~other ~~expected~~broker ~~volatility~~is ofunable ~~112%;~~to ~~and~~fulfill aits ~~zero~~contracted ~~dividend~~obligations ~~yield.~~and ~~The~~the ~~effects~~Company ofhas ~~applying~~to ~~SFAS~~purchase ~~123~~or insell ~~this~~the ~~proforma~~financial ~~disclosure~~instrument ~~are~~underlying ~~not~~the ~~indicative~~obligation ofat ~~future~~a ~~results~~loss.

~~8. Segment Information--~~The Company's iscustomer asecurities ~~financial~~activities ~~services~~are ~~company~~transacted ~~that~~on ~~provides~~either ~~real-time~~a ~~financial~~cash ~~market~~or margin ~~data,~~basis. In ~~fundamental~~margin ~~research~~transactions, ~~charting~~the ~~and~~clearing ~~analytical~~broker ~~services~~extends credit to ~~institutional and individual investors through dedicated telecommunication lines and~~ the ~~Internet. The~~ Company's ~~also~~customers, ~~disseminates~~subject ~~news~~to ~~and~~various ~~third-party~~regulatory ~~database~~margin requirements, ~~information~~collateralized ~~from~~by ~~more~~cash ~~than~~and ~~100~~securities ~~sources~~in ~~worldwide~~the customers' accounts. However, ~~The~~the Company ~~owns~~is ~~Track~~required ~~Data~~to ~~Securities~~either ~~Corp.,~~obtain additional acollateral ~~registered~~or ~~securities~~to ~~broker-dealer~~sell ~~and member of~~ the ~~National~~customer's ~~Association~~position ofif ~~Securities~~such ~~Dealers,~~collateral ~~Inc.~~is not forthcoming. The Company ~~provides~~is aresponsible ~~proprietary,~~for ~~fully~~any ~~integrated~~losses ~~Internet-based~~on ~~online~~such margin ~~trading~~loans, and ~~market~~has ~~data~~agreed ~~system,~~to ~~proTrack,~~indemnify ~~for~~its ~~the~~clearing ~~professional~~broker ~~institutional~~for ~~traders,~~losses ~~and~~that the ~~myTrack~~clearing ~~and~~broker ~~TrackTrade,~~may ~~for~~sustain from the ~~individual~~customer ~~trader.~~accounts ~~The~~introduced by the Company. At ~~also~~March ~~operates~~31, ~~Track ECN~~2009, anthe ~~electronic~~Company ~~communications~~had ~~network~~$4.2 ~~that~~million ~~enables~~in ~~traders~~margin credit extended to ~~display~~its ~~and match limit orders for stocks~~customers. The Company's ~~operations~~believes ~~are~~it ~~classified~~is inunlikely it ~~two~~will ~~business~~have ~~segments:~~to ~~(1)~~make ~~market~~material ~~data~~payments ~~services~~under ~~and trading, including ECN services, to~~ the ~~institutional~~indemnification ~~professional~~agreement ~~investment community,~~ and has ~~(2)~~not ~~Internet-based~~recorded ~~online~~any ~~trading~~contingent ~~and~~liability ~~market~~in ~~data services to~~ the ~~non-professional~~condensed ~~individual~~consolidated financial ~~investor community~~statements. ~~The~~There ~~Company~~were ~~also~~no ~~engages~~indemnifications inpaid ~~arbitrage~~by ~~trading.~~the ~~See~~Company ~~Note~~under this 5agreement.

The Company and its clearing broker seek to control the risks associated with customer activities by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines. The Company and its clearing broker monitor required margin levels daily and, pursuant to such guidelines, require the customer to deposit additional collateral or to reduce positions when necessary.

~~Segment~~9. ~~data~~Net ~~includes~~Capital ~~charges~~Requirements-- ~~allocating~~The ~~corporate~~Securities ~~overhead~~and toExchange ~~each~~Commission ~~segment.~~(“SEC”), ~~The~~FINRA, ~~Company~~and ~~has~~various ~~not~~other ~~disclosed~~regulatory ~~asset~~agencies ~~information~~have bystringent ~~segment~~rules asrequiring the ~~information~~maintenance isof ~~not~~specific ~~produced~~levels ~~internally.~~of ~~Substantially~~net ~~all~~capital ~~long-lived~~by ~~assets~~securities ~~are~~brokers, ~~located~~including in the ~~U.S.~~SEC’s ~~The~~uniform ~~Company's~~net ~~business~~capital rule, which governs TDSC. Net capital is ~~predominantly~~defined inas ~~the~~assets ~~U.S.~~minus ~~Revenues~~liabilities, plus other allowable credits and ~~net~~qualifying ~~income~~subordinated borrowings less mandatory deductions that result from ~~international~~excluding ~~operations~~assets that are not ~~material.~~readily ~~Information~~convertible ~~concerning~~into ~~operations~~cash inand ~~its~~from ~~business~~valuing ~~segments~~other isassets, such as ~~follows~~a (firm’s positions in ~~thousands):~~securities, conservatively. Among these deductions are adjustments in the market value of securities to reflect the possibility of a market decline prior to disposition.

		Three Months						Six Months
	Ended June 30,							Ended June 30,
	2004			2003				2004			2003
Revenues
Professional Market	$	6,092		$	6,015		$	12,493		$	12,841
Non-Professional Market		3,730			4,309			8,102			8,178
Total	$	9,822		$	10,324		$	20,595		$	21,019
Income before unallocated
amounts and income taxes:
Professional Market	$	160		$	72		$	552		$	356
Non-Professional Market		470			677			1,509			741
Unallocated amounts:
Depreciation and amortization		(297	)		(347	)		(564	)		(723	)
Gain on marketable securities		867			397			1,653			766
Interest expense, net		(45	)		(8	)		(122	)		(33	)
Income before income taxes	$	1,155		$	791		$	3,028		$	1,107

As of March 31, 2009, TDSC was required to maintain minimum net capital, in accordance with SEC rules, of approximately $1 million and had total net capital of $4,311,000, or approximately $3,311,000 in excess of minimum net capital requirements.

~~9. Transactions~~If ~~with~~TDSC fails ~~Clearing~~to ~~Broker~~maintain ~~and~~the ~~Customers--The~~required ~~Company~~net ~~conducts~~capital ~~business~~it ~~through~~may abe ~~clearing~~subject ~~broker~~to ~~which~~suspension ~~settles~~or revocation ~~all~~of ~~trades~~registration ~~for~~by the ~~Company,~~SEC onand asuspension ~~fully~~or ~~disclosed~~expulsion ~~basis,~~by onFINRA ~~behalf~~and other ofregulatory ~~its~~bodies, ~~customers.~~which ~~The~~ultimately ~~Company~~could ~~earns~~require ~~commissions~~TDSC's ~~as an introducing broker for the transactions of its customers~~liquidation. In addition, ~~the~~a ~~normal~~change ~~course~~in ~~of business,~~ the ~~Company's~~net ~~customer~~capital ~~activities~~rules, ~~involve~~ the ~~execution~~imposition of ~~various~~new ~~customer~~rules, ~~securities~~a specific ~~transactions.~~operating ~~These~~loss, ~~activities~~or ~~may~~any ~~expose~~unusually ~~the~~large ~~Company~~charge toagainst ~~off-balance-sheet~~net ~~risk~~capital incould limit ~~the~~those ~~event~~operations ~~the~~of ~~customer~~TDSC orthat ~~other~~require ~~broker~~the isintensive ~~unable~~use toof ~~fulfill~~capital ~~its contracted obligations~~ and could ~~the~~limit ~~Company~~its ~~has~~ability to ~~purchase~~expand orits ~~sell the financial instrument underlying the obligation at a loss~~business.

The operations ~~Company's~~of ~~customer~~TDSC ~~securities activities~~ are ~~transacted~~subject onto ~~either~~reviews aby ~~cash~~regulators orwithin ~~margin~~its ~~basis. In margin transactions~~industry, which include the ~~clearing~~SEC ~~broker~~and ~~extends~~FINRA. ~~credit~~In to the ~~Company's customers~~past, ~~subject~~certain toreviews ~~various~~have ~~regulatory~~resulted ~~margin~~in the ~~requirements,~~Company ~~collateralized~~incurring byfines ~~cash~~ and ~~securities~~required in the ~~customers' accounts. However, the~~ Company ~~is required~~ to ~~either~~change ~~obtain~~certain ~~additional~~of ~~collateral~~its internal orcontrols toand ~~sell~~operating ~~the customer's position if such collateral is not forthcoming~~procedures. The Company iswas ~~responsible~~fined ~~for~~$260,000 ~~any~~in 2008, ~~losses on such margin loans~~$175,000 and ~~has~~$200,000 ~~agreed~~of towhich ~~indemnify~~was ~~its~~accrued ~~clearing~~at ~~broker~~March ~~for~~31, ~~losses~~2009 ~~that~~and ~~the~~December 31, ~~clearing~~2008, ~~broker~~respectively. Ongoing ~~may~~and ~~sustain~~future ~~from~~reviews ~~the~~may ~~customer~~result ~~accounts~~in ~~introduced by~~ the Company. ~~The~~incurring ~~Company's~~additional ~~Chairman~~fines and ~~CEO~~changes ~~has~~in aits ~~margin~~internal ~~loan~~control ofand operating ~~approximately~~procedures. $3Management ~~million~~does asnot aexpect ~~customer~~any ofongoing ~~the~~reviews ~~Company's~~to ~~broker-dealer~~have ~~which~~a material isaffect ~~collateralized~~on ~~by 12.5 million of~~ the Company'’s ~~shares~~financial ~~owned~~position byor ~~him~~statement ~~with a market value~~ of ~~$13~~ operations.~~4 million as of June 30, 2004, and which is also subject to such indemnity by the Company in the event the clearing broker were to sustain losses.~~

10.	Comprehensive income (loss) is as follows (in thousands):


	Three Months Ended
	March 31,
	2009			2008
1Net (loss) income	$	(4	)	$	390
Unrealized gain (loss) on marketable securities-net of taxes		148			(158	)
Reclassification adjustment for loss on marketable securities -
net of taxes		-			(34	)

Comprehensive income	$	144		$	198

11.

The Company leases its executive office facilities in Brooklyn from a limited partnership owned by the Company’s Principal Stockholder and members of his family. A lease effective October 1, 2007 provides for the Company to pay $657,000 per annum plus real estate taxes through September 30, 2009. The Company paid the partnership rent of $164,000 for the three months ended March 31, 2009 and 2008, respectively.

12.	The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially affect the Company’s financial position or results of operations.

~~The~~On June 14, 2005, the SEC filed a civil complaint against Barry Hertz, the Company’s Chairman and ~~its~~CEO ~~clearing~~at ~~broker~~that ~~seek~~time, toin ~~control~~the U.S. District Court for the ~~risks~~Eastern District ~~associated~~of New York in Brooklyn alleging violations of various provisions of the federal securities laws in connection with ~~customer~~certain ~~activities~~transactions in the Company’s stock owned by ~~requiring~~others. ~~customers~~Mr. toHertz ~~maintain~~reached ~~margin~~a ~~collateral~~settlement with the SEC regarding these charges. Mr. Hertz consented, without admitting or denying the allegations in ~~compliance~~the ~~with~~SECs ~~various~~complaint, ~~regulatory~~to a permanent injunction from violations of Section 10(b) and ~~internal~~10b-5 ~~guidelines.~~of ~~The~~the ~~Company~~Exchange Act and ~~its~~Section ~~clearing~~17(a) of the Securities Act of 1933, a two-year bar from serving as an officer or director of a publicly traded company, a two-year bar from association with a broker ~~monitor~~or ~~required~~dealer, ~~margin~~and ~~levels~~also ~~daily~~agreed to pay approximately $136,000 in disgorgement, interest and civil penalties. On March 16, ~~pursuant~~2007, Mr. Hertz resigned as Chairman and CEO of the Company. In May, 2007, the Board of Directors agreed to ~~such~~reimburse ~~guidelines~~Mr. Hertz under the indemnification provisions of Delaware law, ~~require~~$75,000 for the ~~customer~~disgorgement and interest portion of the amounts paid to ~~deposit~~the ~~additional~~SEC ~~collateral~~by orhim. The Company from time to ~~reduce~~time ~~positions~~is ~~when~~subject ~~necessary~~to informal inquiries and document requests from the SEC to review compliance with Mr. Hertz's association bar. As of March 16, 2009, the two-year officer or director bar expired. Mr. Hertz has not applied for reinstatement and termination of his association bar.

1013. ~~Net~~ ~~Capital~~In ~~Requirements--The~~May ~~SEC~~2006, ~~NASD,~~the ~~and~~Company ~~various~~purchased ~~other~~a ~~regulatory~~non-dilutable ~~agencies~~15% ~~have~~interest ~~stringent~~in ~~rules~~SFB ~~requiring~~Market ~~the~~Systems, ~~maintenance~~Inc. of(“SFB”) ~~specific~~for ~~levels of net capital by securities brokers~~$150,000 ~~including~~cash. ~~the~~SFB ~~SEC’s~~is ~~uniform~~a ~~net~~privately ~~capital~~held ~~rule,~~company ~~which~~that ~~governs~~provides ~~Track~~an ~~Data~~online ~~Securities~~centralized ~~Corp.~~securities ~~("TDSC").~~symbol ~~Net~~management ~~capital~~system isand ~~defined~~related asequity ~~assets~~and ~~minus~~option ~~liabilities,~~information ~~plus~~for ~~other~~updating ~~allowable credits~~ and ~~qualifying~~loading ~~subordinated~~master ~~borrowings~~files. ~~less~~The ~~mandatory~~Company ~~deductions~~currently ~~that~~has ~~result~~a ~~from~~representative ~~excluding~~on ~~assets~~SFB’s ~~that~~four ~~are~~member ~~not~~Board ~~readily~~of ~~convertible~~Directors. ~~into~~The ~~cash~~Company ~~and~~accounts ~~from~~for ~~valuing~~its ~~other~~investment ~~assets,~~in ~~such~~SFB asunder athe ~~firm’s~~cost ~~positions in securities~~method, ~~conservatively.~~and ~~Among~~is ~~these~~included ~~deductions~~in ~~are~~other ~~adjustments~~assets in the ~~market~~balance ~~value~~sheet ofas ~~securities to reflect the possibility~~ of aMarch ~~market~~31, ~~decline~~2009 ~~prior~~and toDecember ~~disposition.~~31, 2008.

As14. ofIn ~~June~~April 302006, ~~2004,~~the ~~TDSC~~Company’s ~~was~~Principal ~~required~~Stockholder toformed ~~maintain~~a ~~minimum~~private ~~net~~limited ~~capital,~~partnership of which he is the general partner for the purpose of operating a hedge fund for trading in ~~accordance~~certain ~~with~~options ~~SEC~~strategies. ~~rules~~The Company has no financial interest in or commitments related to, ofthe $1hedge ~~million~~fund. ~~and~~The ~~had~~hedge ~~total~~fund ~~net~~opened ~~capital~~a trading account with the Company’s broker-dealer. The Company charged commissions to the hedge fund of $35,~~073,~~000, orand ~~approximately~~ $220,~~073,~~000 infor ~~excess~~the ofthree ~~minimum~~months ~~net~~ended ~~capital~~March ~~requirements.~~31, 2009 and 2008, respectively.

IfIn ~~TDSC~~May, 2008, ~~fails to maintain~~ the ~~required~~Company ~~net~~made ~~capital~~a itnon-interest ~~may~~bearing beloan ~~subject to suspension or revocation~~ of ~~registration~~$100,000 byto ~~the~~a ~~SEC~~qualified charitable ~~and~~organization, ~~suspension~~which ~~or expulsion by~~ the ~~NASD~~Company’s ~~and~~Principal ~~other~~Stockholder ~~regulatory~~is ~~bodies,~~a ~~which~~member of ~~ultimately~~its ~~could~~Board ~~require~~of ~~TDSC's liquidation~~Directors. The Inloan ~~addition,~~is arepayable ~~change~~ in ~~the~~25 ~~net~~consecutive equal ~~capital~~monthly ~~rules,~~installments ~~the imposition~~ of ~~new rules~~$4,000 awhich ~~specific~~repayments ~~operating~~commenced ~~loss~~in June, 2008. The orbalance, ~~any~~included ~~unusually~~in ~~large~~other ~~charge~~assets, ~~against~~at ~~net~~December ~~capital~~31, ~~could~~2008 ~~limit~~was $72,000, ~~those operations of TDSC that require the intensive use of capital~~ and ~~could~~at ~~limit~~March ~~its~~31, ~~ability~~2009 towas ~~expand its business~~$60,000.

1115. ~~Comprehensive~~ The Company accounts for uncertainties in income istax aspositions ~~follows~~in accordance with the provisions of Financial Accounting Standards Board ("FASB") Interpretation No. 48, "Accounting for Uncertainty in ~~thousands~~Income Taxes (as amended): - an interpretation of FASB Statement No. 109" ("FIN 48") which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 states that a tax benefit from an uncertain tax position may be recognized only if it is "more likely than not" that the position is sustainable, based on its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority having full knowledge of all relevant information. Under FIN 48, the liability for unrecognized tax benefits is classified as noncurrent unless the liability is expected to be settled in cash within 12 months of the reporting date.

	Three Months Ended							Six Months Ended
		June 30,							June 30,
		2004			2003				2004			2003
Net income		$	693		$	474			$	1,817		$	664
Reclassification adjustment for
gain on marketable securities
- net of taxes			(55	)		(2	)			(319	)		(2	)
Unrealized (loss) gain on marketable
securities-net of taxes			(164	)		461				(507	)		116
Comprehensive income		$	474		$	933			$	991		$	778

No liability for unrecognized tax benefits was required to be reported at December 31, 2007 or March 31, 2008. The Company has identified its federal tax return and its state and city tax returns in New York as "major" tax jurisdictions, as defined. The Company is also subject to filings in multiple other state and city jurisdictions. Based on the Company's evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company's financial statements. The Company's evaluation was performed for tax years ended 2003 through 2008, the only periods subject to examination. The Company believes that its income tax positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. The Company's New York City tax returns for 2003 through 2005 are presently under audit. The outcome cannot be reasonably estimated at this time.

12. Dividends--On February 19, 2004, the Company declared a cash dividend of $.01 per common share payable on March 22, 2004 to holders of record on March 8, 2004. The Board expects to consider future dividends semi-annually, based on such factors as the Company's earnings, financial condition, cash requirements, future prospects and other factors.

~~Disclosures in this Form 10-Q contain certain forward-looking statements, including without limitation, statements concerning the~~ The Company's ~~operations,~~policy ~~economic~~for ~~performance~~recording ~~and~~interest financial condition. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "anticipate" and ~~other~~penalties ~~similar~~associated ~~expressions~~with ~~generally~~audits ~~identify forward-looking statements. Readers are cautioned not~~ is to ~~place~~record ~~undue~~such ~~reliance~~items ~~on these forward-looking statements, which speak only~~ as ~~of their dates. These forward-looking statements are based largely on the Company's current expectations and are subject to~~ a ~~number~~component of ~~risks~~income ~~and~~before ~~uncertainties,~~income taxes. Penalties ~~including~~are ~~without~~recorded ~~limitation, changes~~ in ~~external~~other ~~market~~expense ~~factors,~~and ~~changes~~interest inpaid ~~the Company's business~~ or received ~~growth~~is ~~strategy~~recorded ~~or an inability to execute its strategy due to changes~~ in ~~its~~interest ~~industry~~expense or ~~the~~interest ~~economy generally~~income, ~~the emergence of new or growing competitors~~respectively, ~~various other competitive factors and other risks and uncertainties indicated from time to time~~ in the ~~Company's~~statement ~~filings~~of ~~with~~operations. For the ~~Securities~~year ~~and~~ended ~~Exchange~~December ~~Commission.~~31, ~~Actual~~2008 ~~results could differ materially from~~ and the ~~results~~three ~~referred~~months toended inMarch ~~the~~31, ~~forward-looking~~2009, ~~statements.~~penalties ~~In light of these risks~~ and ~~uncertainties,~~interest ~~there~~related ~~can be no assurance that the results referred~~ to in the settlements ~~forward-looking~~of ~~statements~~audits ~~contained~~was ~~in this Form 10-Q will in fact occur~~insignificant.

~~Track~~16. ~~Data~~The ~~Corporation~~preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and ~~Subsidiaries~~assumptions that affect reported amounts and related disclosures. Actual results could differ materially from estimates and assumptions made. In determining its quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on expected annual income. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter.

17.	Subsequent Events

a.	On April 20, 2009 the Board of Directors authorized a one for four reverse stock split, which was consented to by the Company's principal stockholder and certain family trusts. The stock split is expected to become effective on May 27, 2009.

On May 4, 2009, the Company, Barry Hertz, its Principal Stockholder, Silver Polish LLC (“SPLLC”), a New Jersey limited liability company of which Mr. Hertz is the general manager, and another unrelated individual, entered into an agreement with Sovereign Bank (“Sovereign”), pursuant to which SPLLC will purchase the note and mortgage on a real estate development known as Sterling Place, located in Lakewood, New Jersey. The mortgage is currently in default and is the subject of a foreclosure proceeding by Sovereign which Sovereign has agreed to assign to SPLLC. The total purchase price is $8.8 million, of which $5 million has been paid to Sovereign by SPLLC and $3.8 million of which is payable in November 2009 and is evidenced by a promissory note payable by SPLLC, on which the Company, Mr. Hertz and the other party to the Agreement are jointly and severally liable.

The Company has invested $3 million in SPLLC and an aggregate of $2 million has been invested by Mr. Hertz, a limited partnership of which Mr. Hertz is the general partner, and certain other persons. The agreement among the SPLLC investors provides for the investors to first recover their investments, and that from any profits above such investments, an unrelated construction manager will be paid a fee of 15 to 25% of such profits, depending on the amount of the profits realized. In addition, in the event the investors receive a return of at least 20% after payment of the construction manager fee, Mr. Hertz will receive a syndication fee of up to 15% providing that after such payment to Mr. Hertz the investors still receive at least a 20% return on their investment.

SPLLC intends to pay the note to Sovereign from the proceeds of sales of the unfinished homes in the development, many of which have been substantially completed. To the extent that there are not sufficient sale proceeds to pay the note in full by its maturity date SPLLC will be required to pay off the balance of the note or forfeit the initial $5 million paid to Sovereign.

In addition, the agreement with Sovereign requires the replacement with an alternative surety of a standby letter of credit issued by Sovereign to the municipality to assure completion of certain site improvements. If such alternative surety acceptable to the municipality is not arranged by June 15, 2009 or under certain circumstances, July 15, 2009, SPLLC will be liable to pay the Bank an additional $543,000. This obligation is also evidenced by the promissory note referred to above, the aggregate amount of such note being $4.3 million. It is expected that a performance bond will be provided in lieu of such standby letter of credit. If a performance bond is not acceptable to the municipality, it is expected that SPLLC will obtain a letter of credit, in which case it may be required to place a back to back deposit at the bank providing such letter of credit.

SPLLC will be consolidated in the Company’s financial statements in future periods.

18.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary (previously referred to as minority interests). SFAS 160 also requires that a retained noncontrolling interest upon the deconsolidation of a subsidiary be initially measured at its fair value. Upon adoption of SFAS 160, the Company is required to report any noncontrolling interests as a separate component of stockholders’ equity. The Company is also required to present any net income allocable to noncontrolling interests and net income attributable to the stockholders of the Company separately in its consolidated statements of operations. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. SFAS 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements of SFAS 160 shall be applied prospectively. The adoption of SFAS 160 would have an impact on the presentation and disclosure of the noncontrolling interests of any non wholly-owned businesses acquired in the future.

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations” (“SFAS 141R”), which replaces SFAS No. 141, “Business Combinations.” SFAS 141R establishes principles and requirements for determining how an enterprise recognizes and measures the fair value of certain assets and liabilities acquired in a business combination, including noncontrolling interests, contingent consideration, and certain acquired contingencies. SFAS 141R also requires acquisition-related transaction expenses and restructuring costs be expensed as incurred rather than capitalized as a component of the business combination. SFAS 141R will be applicable prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of SFAS 141R would have an impact on accounting for any businesses acquired after the effective date of this pronouncement.

In September 2008, the EITF issued EITF issue no. 08-06 (“EITF 08-6”), “Equity Method Investment Accounting Considerations.” EITF 08-6 requires that the initial carrying value of an equity method investment should be based on the cost accumulation model described in SFAS No. 141(R), “Business Combinations.” EITF 08-6 also concluded that an equity method investor (1) should not separately test an investee’s underlying indefinite-life intangible assets for impairment, (2) should account for an investee’s share as if the equity method investor sold a proportionate share of its investment and (3) should continue applying the guidance of APB Opinion No. 18, “The Equity Method of Accounting for Investors of Common Stock,” upon a change in the investor’s accounting from the equity to the cost method. EITF 08-6 is effective on a prospective basis in fiscal years beginning on or after December 15, 2008 including interim periods within those fiscal years. The adoption of EITF 08-6 did not have an impact on the Company’s condensed consolidated financial statements.

In April 2009, the FASB issued FASB Staff Position (“FSP”) FAS 107-1 and APB 28-1 “Interim Disclosures about Fair Value of Financial Instruments.” The objective of this FSP is to require public companies to disclose information relating to fair value of financial instruments for interim and annual reporting periods. This FSP will require additional disclosure for all financial instruments for which it is practicable to estimate fair value, including the fair value and carrying value and the significant assumptions used to estimate the fair value of these financial instruments. FSP 107-1 and APB 28-1 is effective for interim reporting periods ending after June 15, 2009 on a prospective basis with comparative disclosures only for periods after initial adoption. The Company is currently evaluating the impact of adopting FAS 107-1 and APB 28-1 on its condensed consolidated financial statements.

In April 2009, the FASB released (FSP) FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than Temporary Impairments.” This FSP amends the other-than-temporary impairment (“OTTI”) guidance for debt securities by establishing new criteria for the recognition of OTTI on debt securities and also requiring additional disclosure of OTTI on debt and equity securities in the financial statements. This FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. FSP FAS115-2 and FSP FAS 124-2 is effective for interim and annual periods ending after June 15, 2009. The Company does not expect the implementation of the FSP to materially affect its condensed consolidated financial statements.

In April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.” This FSP provides additional guidance on determining fair value when the volume and level of activity for a level 2 or level 3 asset or liability have significantly decreased when compared with normal market activity for that asset or liability (or similar assets or liabilities). This FSP amends FAS 157 to require companies to disclose in interim and annual periods the inputs and valuation technique(s) used to measure fair value and changes in valuation techniques and related inputs if applicable. Additionally, this FSP requires disclosure of major equity and debt security types of described in paragraph 19 of SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” and SFAS No. 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” for all equity and debt securities measured at fair value even if these securities are not within the scope of SFAS No. 115. FSP FAS 157-4 is effective for interim and annual reporting periods ending after June 15, 2009 on a prospective basis with comparative disclosures only for periods after initial adoption. The Company is currently evaluating the impact of adopting FSP 157-4 on its condensed consolidated financial statements.

Disclosures in this Form 10-Q contain certain forward-looking statements, including, without limitation, statements concerning the Company's operations, economic performance and financial condition. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "anticipate" and other similar expressions generally identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based largely on the Company's current expectations and are subject to a number of risks and uncertainties, including, without limitation, changes in external market factors, changes in the Company's business or growth strategy or an inability to execute its strategy due to changes in its industry or the economy generally, the emergence of new or growing competitors, various other competitive factors and other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission. Actual results could differ materially from the results referred to in the forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results referred to in the forward-looking statements contained in this Form 10-Q will in fact occur. The Company makes no commitment to revise or update any forward looking statements in order to reflect events or circumstances after the date any such statement is made.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Business

Track Data Corporation (the "Company") is a financial services company that provides real-time financial market data, fundamental research, charting and analytical services to institutional and individual investors through dedicated telecommunication lines and the Internet. The Company also disseminates news and third-party database information from more than 100 sources worldwide. The Company owns ~~Track Data Securities Corp. ("~~ TDSC"), a registered securities broker-dealer and member of ~~the National Association of Securities Dealers, Inc~~FINRA. The Company provides a proprietary, fully integrated Internet-based online trading and market data system, proTrack, for the professional institutional traders, and myTrack and ~~TrackTrade~~myTrack Edge, for the individual trader. The Company also operates Track ECN, an electronic communications network that enables traders to display and match limit orders for stocks. The Company's operations are classified in ~~two~~three business segments: (1) Professional Market -- Market data services and trading, including ECN services, to the institutional professional investment community, ~~and~~ (2) Non-Professional Market -- Internet-based online trading and market data services to the non-professional individual investor community., ~~The~~and ~~Company~~(3) ~~also~~Arbitrage ~~engages in arbitrage~~ trading.

Relevant Factors

The Company's Professional Market segment market data revenues experienced significant declines ~~during~~since ~~the~~2001 ~~last three years~~ from a combination of staffing reductions in the securities industry, the use by customers of internally developed services, or lower priced services offered by the Company or other vendors. This trend has continued ininto ~~2004~~2009. ~~Revenues from~~ Track ECN ~~declined~~currently ~~dramatically~~displays inits orders ~~2003~~on ~~principally from~~ the ~~introduction~~National ofStock ~~Nasdaq's~~Exchange ~~SuperMontage trading system in late 2002~~(NSX). In ~~March~~November, ~~2004~~2008, ~~Nasdaq eliminated~~ the NSX ~~preferencing~~changed ofits ~~market~~pricing ~~makers~~for ~~over~~accessing ~~ECNs~~its inorder ~~SuperMontage.~~delivery Itsystem ispursuant ~~anticipated~~to which ~~that~~it ~~this~~no ~~change~~longer ~~could~~pays ~~result~~rebates ~~in increased revenues~~ for ~~the~~adding ~~Track~~liquidity ~~ECN~~to inits ~~2004~~book. As a result, Track ECN ~~profit~~can ~~margins~~only ~~are~~pay ~~very~~its ~~low~~subscribers ~~and~~for ~~significant~~adding ~~volume~~liquidity ~~would~~when ~~have~~there is ~~to be realized to have~~ an ~~impact~~internal match on ~~the~~its ~~results~~own ~~of operations~~book. This ~~The~~change ~~Company~~resulted ~~anticipates~~in ~~obtaining~~further deterioration ~~approval for self-clearing~~ of ~~its~~the ~~ECN~~trading ~~business~~volume inon anthe ~~effort~~Track ~~to decrease costs associated with~~ ECN ~~revenues~~. The Company ~~has~~is presently ~~recently~~exploring ~~focused~~other ~~more~~venues ~~attention~~for todisplaying ~~attracting professional trading customers to~~ its ~~online~~orders. Until such ~~trading~~time, ~~business~~there inis anno ~~effort~~expectation toof ~~increase~~increasing ~~overall~~volume ~~revenues~~of ~~and profits~~trading.

12The Non-Professional Market segment revenues have been inconsistent month to month, but grew overall in 2008. The Company is attempting to grow revenues in this segment, principally through marketing alliances and limited advertising to attract new customers, and by offering additional services to existing customers. The Company presently offers trading of U.S. based stocks, options and e-mini futures.

The Non-Professional Market segment revenues increased during the second half of 2003 and the first quarter of 2004, but have been declining since then. The Company is expecting to grow revenues in this segment by offering additional services such as foreign stock trading which is expected in the second half of 2004. The Company presently offers trading of U.S. based stocks, options, e-mini futures and recently introduced trading in foreign currency.

The trading and market data services for both segments require the Company to maintain a market data ticker plant on a 24/7 basis, as well as all back office trading functions. The Company's focus is to increase revenues in both segments, as the underlying costs of maintaining the operations and back office will not increase commensurate with any revenue increase allowing greater operating margins on incremental revenues.

Results of Operations

Three Months ended June 30, 2004 and 2003

Revenues for the three months ended June 30, 2004 and 2003 were $9,822,000 and $10,324,000, respectively, a decrease of 5%. The Company’s Professional Market segment had revenues for the three months ended June 30, 2004 and 2003 of $6,092,000 and $6,015,000, respectively, an increase of 1% for this segment. The Company’s Non-Professional Market segment had revenues of $3,730,000 and $4,309,000, respectively, for the three months ended June 30, 2004 and 2003, a decrease of 13% for this segment. Since 2001, the Company has experienced a decline in revenues from its market data services to the Professional Market segment due principally to staffing reductions in the securities industry, the use by customers of internally developed services, or lower priced services that are offered by the Company or other vendors. Management expects this trend to continue through 2004 negatively impacting revenues and profits. During the second quarter of 2004 revenues from Track ECN and the Company’s Newsware division offset the decline in market data revenues. The Company's Non-Professional segment revenues declined in the second quarter of 2004 compared to the second quarter of 2003 due to lower trading volume.

Direct operating costs were $5,688,000 for the three months ended June 30, 2004 and $6,029,000 for the similar period in 2003, a decrease of 6%. Direct operating costs as a percentage of revenues were 58% in 2004 and 2003. Without giving effect to unallocated depreciation and amortization expense, the Company’s Professional Market segment had $3,594,000 and $3,731,000 of direct costs for the three months ended June 30, 2004 and 2003, respectively, a decrease of 4%. Direct operating costs as a percentage of revenues for the Professional segment were 59% in 2004 and 62% in 2003. Without giving effect to unallocated depreciation and amortization expense, the Company’s Non-Professional Market segment had $1,865,000 and $2,017,000 in direct costs for the three months ended June 30, 2004 and 2003, respectively, a decrease of 8%. Direct operating costs as a percentage of revenues for the Non-Professional segment were 50% in 2004 and 47% in 2003. The decreased dollars in the Non-Professional segment reflects a realization of cost cutting measures in its trading operations, however, trading revenues declined at a greater rate. Direct operating costs include direct payroll, direct telecommunication costs, computer supplies, depreciation, equipment lease expense and the amortization of software development costs, costs of clearing, back office payroll and other direct broker-dealer expenses and ECN customer commissions and clearing. Certain direct operating costs are allocated to each segment based on revenues.

Selling and administrative expenses were $3,648,000 and $3,837,000 in the 2004 and 2003 periods, respectively, a decrease of 5%. Selling and administrative expenses as a percentage of revenues was 37% in 2004 and 2003. Without giving effect to unallocated depreciation and amortization expense, selling and administrative expenses for the Professional Market segment were $2,203,000 and $2,188,000 in the 2004 and 2003 periods, respectively, an increase of 1%. For the Professional Market segment selling and administrative expenses as a percentage of revenues was 36% in 2004 and 2003. Without giving effect to unallocated depreciation and amortization expense, selling and administrative expenses for the Non-Professional segment were $1,346,000 and $1,583,000 in the 2004 and 2003 periods, respectively, a decrease of 15%. For the Non-Professional segment selling and administrative expense as a percentage of revenue was 36% in 2004 and 37% in 2003. The decrease in dollars was due to a realization of cost cutting in all Non-Professional service lines. Certain selling and administrative expenses are allocated to each segment based on revenues.

Marketing and advertising costs were $153,000 in 2004 and $56,000 in 2003. The Professional Market segment spent $135,000 in 2004 and $24,000 in 2003. The Non-Professional segment incurred marketing costs of $18,000 in 2004 and $32,000 in 2003.

The Professional Market segment realized $160,000 in income before unallocated amounts and income taxes in 2004 compared to income of $72,000 in 2003. The Non-Professional Market segment realized $470,000 in 2004 and $677,000 in income in 2003 before unallocated amounts and income taxes.

In 2004 and 2003, the Company recognized a gain of $867,000 and $397,000, respectively, on the sale of certain shares of Innodata Corporation ($98,000 in 2004), and from other marketable securities due to its arbitrage trading strategy.

Net interest expense in 2004 was $45,000 compared to net interest expense of $8,000 in 2003. The increase in interest expense in 2004 is due principally to higher levels of margin debt in connection with the Company's arbitrage trading program.

As a result of the above-mentioned factors, the Company realized net income of $693,000 in the 2004 period compared to $474,000 in 2003.

Six Months ended June 30, 2004 and 2003

Revenues for the six months ended June 30, 2004 and 2003 were $20,595,000 and $21,019,000, respectively, a decrease of 2%. The Company’s Professional Market segment had revenues for the six months ended June 30, 2004 and 2003 of $12,493,000 and $12,841,000, respectively, a decrease of 3% for this segment. The Company’s Non-Professional Market segment had revenues of $8,102,000 and $8,178,000, respectively, for the six months ended June 30, 2004 and 2003, a decrease of 1% for this segment. Since 2001, the Company has experienced a decline in revenues from its market data services to the Professional Market segment due principally to staffing reductions in the securities industry, the use by customers of internally developed services, or lower priced services that are offered by the Company or other vendors. Management expects this trend to continue through 2004, negatively impacting revenues and profits. During the six months ended June 30, 2004, increased revenues from Track ECN and the Company’s Newsware division principally offset declines in market data revenues.

Direct operating costs were $11,423,000 for the six months ended June 30, 2004 and $12,383,000 for the similar period in 2003, a decrease of 8%. Direct operating costs as a percentage of revenues were 55% in 2004 and 59% in 2003. Without giving effect to unallocated depreciation and amortization expense, the Company’s Professional Market segment had $7,056,000 and $7,291,000 of direct costs for the six months ended June 30, 2004 and 2003, respectively, a decrease of 3%. Direct operating costs as a percentage of revenues for the Professional segment were 56% in 2004 and 57% in 2003. Without giving effect to unallocated depreciation and amortization expense, the Company’s Non-Professional Market segment had $3,970,000 and $4,533,000 in direct costs for the six months ended June 30, 2004 and 2003, respectively, a decrease of 12%. Direct operating costs as a percentage of revenues for the Non-Professional segment were 49% in 2004 and 55% in 2003. The decreased dollars and percentage in the Non-Professional segment reflects a realization of cost cutting measures in its trading operations.

Selling and administrative expenses were $7,407,000 and $8,128,000 in the 2004 and 2003 periods, respectively, a decrease of 9%. Selling and administrative expenses as a percentage of revenues was 36% in 2004 and 39% in 2003. Without giving effect to unallocated depreciation and amortization expense, selling and administrative expenses for the Professional Market segment were $4,640,000 and $5,138,000 in the 2004 and 2003 periods, respectively, a decrease of 10%. For the Professional Market segment selling and administrative expenses as a percentage of revenues was 37% in 2004 and 40% in 2003. The dollar and percentage decline was due to selling and administrative expenses associated with the revenues from the Track ECN. Without giving effect to unallocated depreciation and amortization expense, selling and administrative expenses for the Non-Professional segment were $2,600,000 and $2,826,000 in the 2004 and 2003 periods, respectively, a decrease of 8%. For the Non-Professional segment selling and administrative expense as a percentage of revenue was 32% in 2004 and 35% in 2003.

Marketing and advertising costs were $268,000 in 2004 and $134,000 in 2003. The Professional Market segment spent $244,000 in 2004 and $55,000 in 2003. The Non-Professional segment incurred marketing costs of $24,000 in 2004 and $79,000 in 2003.

The Professional Market segment realized $552,000 in income before unallocated amounts and income taxes in 2004 compared to income of $356,000 in 2003. The Non-Professional Market segment realized $1,509,000 in income in 2004 and $741,000 in 2003 before unallocated amounts and income taxes.

In 2004 and 2003, the Company recognized a gain of $1,653,000 and $766,000, respectively, on the sale of certain shares of Innodata Corporation ($542,000 in 2004), and from other marketable securities due to its arbitrage trading strategy.

Net interest expense in 2004 was $122,000 compared to net interest expense of $33,000 in 2003. The increase in interest expense in 2004 is due principally to higher levels of margin debt in connection with the Company's arbitrage trading program.

As a result of the above-mentioned factors, the Company realized net income of $1,817,000 in the 2004 period compared to $664,000 in 2003.

Liquidity and Capital Resources

During the six months ended June 30, 2004, cash used in operating activities was $1,065,000 compared to cash provided by operating activities of $3,059,000 for the same period in 2003. The decrease in 2004 was principally due to lower collections of receivables and increased payments of liabilities, principally for income taxes and marketable securities. Cash flows provided by investing activities in 2004 was $374,000 compared to $57,000 in 2003. The increase in 2004 was principally due to the sales of Innodata common stock. Cash flows used in financing activities was $1,207,000 in 2004, compared to $2,625,000 in 2003, principally from reduced purchases of treasury stock and debt payments, offset by dividends paid in 2004.

The trading ~~Company~~and ~~has~~market adata ~~line~~services offor ~~credit~~both ~~with~~segments arequire ~~bank. The line is collateralized by~~ the ~~assets of the~~ Company ~~and~~to maintain isa ~~guaranteed~~market bydata ~~its~~ticker ~~Chairman.~~plant ~~Interest~~on isa ~~charged~~24/7 atbasis, ~~1.75%~~as ~~above~~well ~~the~~as ~~bank’s~~all ~~prime~~back ~~rate~~office trading ~~and is due on demand~~functions. The Company's ~~may~~focus ~~borrow~~is up to ~~80%~~increase ofrevenues ~~eligible~~in both ~~market~~segments, ~~data~~as ~~service~~the ~~receivables~~underlying ~~and~~costs ~~is required to maintain a compensating balance~~ of ~~10%~~maintaining of the ~~outstanding~~operations ~~loans.~~and Atback office ~~June~~will ~~30,~~not ~~2004,~~increase ~~the~~commensurate ~~Company~~with ~~had~~any norevenue ~~outstanding~~increase, ~~borrowings~~allowing greater ~~under~~operating ~~the~~margins ~~line. Borrowings available~~ on ~~the~~incremental ~~line of credit at June 30, 2004 were $710,000~~revenues.

The Company engages in arbitrage trading activity. The Company's ~~has~~trading ~~significant~~strategy consists principally of establishing hedged positions inconsisting of stocks and options. The ~~and~~Company ~~receives~~is ~~significant~~subject ~~proceeds~~to ~~from~~market risk in attempting to establish a hedged position, as the ~~sale~~market ofprices ~~trading~~could ~~securities~~change, ~~sold~~precluding ~~but~~a profitable ~~not~~hedge. In ~~yet~~these ~~purchased~~instances, ~~under~~any ~~the~~positions ~~arbitrage~~that ~~trading~~were established ~~strategy~~for ~~described~~this inhedge ~~Note~~would 5be ofimmediately ~~Notes~~sold, tousually ~~Consolidated~~resulting ~~Financial~~in ~~Statements~~small losses. If ~~The~~the ~~Company~~hedged ~~expects~~positions ~~that~~are ~~its~~successfully ~~June~~established 30at the prices sought, ~~2004~~the positions ~~will~~generally bestay ~~closed~~until ~~during~~ the ~~third~~next ~~quarter~~option expiration date, resulting in small gains, regardless of ~~2004~~market ~~and~~value ~~that~~changes ~~other~~in these securities. While virtually all positions ~~with~~are ~~the~~liquidated ~~same~~at ~~strategy~~option expiration ~~will~~date, becertain ~~established.~~stock positions remain. The liquidation ~~level~~ of ~~trading~~these ~~activity~~positions isgenerally ~~substantially~~results ~~dependent~~in onsmall ~~the~~profits ~~value~~or losses. From oftime ~~the~~to ~~shares~~time, oflosses ~~Track~~may ~~Data~~result ~~pledged~~from bycertain ~~its~~dividends that ~~CEO~~may have to be delivered on positions held, ~~and~~as ~~Innodata~~well ~~and~~as ~~Edgar~~from ~~Online~~certain corporate ~~common~~restructurings ~~stock~~and mergers that ismay ~~held~~not ashave ~~collateral.~~been taken into account when the positions were originally established.

~~Since~~The Company ~~August~~also ~~2001,~~engages ~~the~~in ~~Company~~options ~~has~~trading ~~experienced~~with a ~~decline~~higher inrisk profile. The ~~revenues~~Company's trading strategy consists of selling short deep out-of-the-money calls and ~~profits~~puts. These ~~from~~naked ~~its~~option positions ~~Professional~~(when ~~Market~~there ~~segment~~is ~~due~~no ~~principally~~underlying security position held) are not hedged. The investment strategy is to ~~staffing~~take ~~reductions~~advantage of options that have a very low probability of becoming “in-the-money.” The Company seeks to earn the ~~securities~~low ~~industry~~premiums that these options are selling for, ~~the~~and ~~use~~expects that byall ~~customers~~or most of ~~internally~~the ~~developed~~options ~~services~~will end up expiring worthless. To minimize risk, orthe ~~lower~~Company ~~priced~~limits ~~services~~its ~~that~~exposure ~~are~~to ~~offered~~any one underlying stock and constantly monitors the option against the real time underlying stock price, and immediately seeks to cover its option position by buying/selling the ~~Company~~underlying stock orto ~~other~~protect ~~vendors~~against a larger loss. From ~~This~~time ~~downtrend~~to istime, significant ~~continuing~~losses inmay ~~2004.~~result from option positions whose underlying stock price realized a sudden large increase or decrease.

~~During~~In connection with the ~~six~~arbitrage ~~months~~trading ~~ended June 30~~activity, ~~2004,~~ the Company ~~paid~~incurs ~~a dividend of $~~margin loans.~~01 per common share on March 22, 2004 to its stockholders of $490,000.~~ The Company ~~authorized~~is aexposed ~~buy~~to ~~back~~interest inrate ~~June,~~change ~~2003~~market ofrisk with uprespect to 2these ~~million~~margin ~~shares (1~~loans.5 The ~~million~~level ~~shares~~of ~~remain~~trading ~~under~~in the arbitrage ~~buyback~~trading ataccount ~~June~~is ~~30,~~partially ~~2004)~~dependent ~~and~~on ~~plans~~the tomargin ~~consider~~value ~~dividends semi-annually. Both~~ of ~~these~~Track Data ~~expenditures~~common ~~will~~stock bepledged ~~based~~by onits aPrincipal ~~review~~Stockholder ~~of then current operations~~ and ~~cash~~Innodata ~~flow~~common stock, ~~requirements.~~which Nois ~~major~~used ~~capital~~as ~~expenditures are anticipated beyond the normal replacement of equipment and additional equipment to meet customer requirements~~collateral. The ~~Company~~market ~~believes~~value ~~that borrowings available under the Company’s line~~ of ~~credit,~~such securities ~~its~~is ~~present~~dependent ~~cash~~on ~~position,~~future ~~and~~market ~~any~~conditions ~~cash~~for ~~that~~these ~~may~~companies beover which ~~generated from operations are sufficient for~~ the Company’s ~~cash~~has ~~requirements~~little ~~for~~or ~~the~~no ~~next 12 months~~control.

~~The Company is subject to legal proceedings and claims that arise in the ordinary course~~ Results of ~~its business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially affect the Company's financial position.~~ Operations

InThree Months ~~connection~~Ended ~~with~~March ~~the Company's broker-dealer operations~~31, ~~certain~~2009 customer securities activities are transacted on a margin basis. The Company's clearing broker extends credit to the Company's customers, subject to various regulatory margin requirements, collateralized by cash and securities in the customers' accounts. In the event of a decline in the market value of the securities in a margin account, the Company is required to either obtain additional collateral from the customer or to sell the customer's position if such collateral is not forthcoming. The Company is responsible for any losses on such margin loans, and has agreed to indemnify its clearing broker for losses that the clearing broker may sustain from the customer accounts introduced by the Company. The Company's Chairman and CEO has a margin loan of approximately $3 million as a customer of the Company's broker-dealer that is collateralized by 12.5 million of the Company's shares owned by him with a market value at June 30, 2004 of $13.4 million, and which is also subject to such indemnity by the Company in the event the clearing broker were to sustain losses. The Company and its clearing broker seek to control the risks associated with customer activities by monitoring required margin levels daily and, pursuant to such guidelines, requiring the customer to deposit additional collateral or to reduce positions when necessary. 2008

Revenues for the three months ended March 31, 2009 and 2008 were $6,619,000 and $7,770,000, respectively, a decrease of 15%. The Company’s Professional Market segment had revenues for the three months ended March 31, 2009 and 2008 of $2,936,000 and $3,916,000, respectively, a decrease of 25% for this segment. The Company’s Non-Professional Market segment had revenues of $3,683,000 and $3,854,000, respectively, for the three months ended March 31, 2009 and 2008, a decrease of 4% for this segment. The Company’s Track ECN revenues decreased approximately $450,000. In November, 2008, the NSX changed its pricing for accessing its order delivery system pursuant to which it no longer pays rebates for adding liquidity to its book. As a result, Track ECN can only pay its subscribers for adding liquidity when there is an internal match on its own book. This change resulted in further deterioration of the trading volume of the Track ECN. The Company is presently exploring other venues for displaying its orders. Until such time, there is no expectation of increasing volume of trading. Market data revenues decreased approximately $650,000 in 2009 compared to 2008. Since 2001, the Company has experienced a decline in revenues from its market data services to the Professional Market segment due principally to staffing reductions in the securities industry, the use by customers of internally developed services, or lower priced services that are offered by the Company or other vendors. This trend has continued in 2009, negatively impacting revenues and profits.

~~Contractual~~Direct ~~Obligations~~operating costs were $4,220,000 for the three months ended March 31, 2009 and ~~Commitments~~$5,043,000 for the similar period in 2008, a decrease of 16%. Direct operating costs as a percentage of revenues were 64% in 2009 and 65% in 2008. Without giving effect to unallocated depreciation, amortization expense and costs directly allocated to the Arbitrage segment, the Company’s Professional Market segment had $2,070,000 and $2,648,000 of direct costs for the three months ended March 31, 2009 and 2008, respectively, a decrease of 22%. Direct operating costs as a percentage of revenues for the Professional segment were 71% in 2009 and 68% in 2008. The dollar decrease in direct costs is due principally to the decrease in ECN rebates due to reduced ECN revenues. The Company’s Non-Professional Market segment had $1,959,000 and $2,168,000 in direct costs for the three months ended March 31, 2009 and 2008, respectively, a decrease of 10%. Direct operating costs as a percentage of revenues for the Non-Professional segment were 53% in 2009 and 56% in 2008. Certain direct operating costs are allocated to each segment based on revenues. Direct operating costs include direct payroll, direct telecommunication costs, computer supplies, depreciation, equipment lease expense and the amortization of software development costs, costs of clearing, back office payroll and other direct broker-dealer expenses and ECN customer commissions and clearing.

AtSelling and ~~December~~administrative 31expenses were $2,173,000 ~~2003~~and $2,301,000 in the ~~Company~~2009 ~~had~~and ~~operating~~2008 periods, ~~lease~~respectively, ~~obligations~~a ~~aggregating~~decrease $1of 6%. Selling and administrative expenses as a percentage of revenues were 33% in 2009 and 30% in 2008. Without giving effect to unallocated depreciation,~~534,000~~ ~~pursuant~~amortization expense and costs directly allocated to ~~which~~the ~~payments~~Arbitrage ~~are~~segment, ~~due~~selling asand ~~follows:~~administrative expenses for the Professional Market segment were $~~867~~1,284,000 inand ~~2004;~~ $1,337,000 in ~~2005;~~the ~~$212~~2009 and 2008 periods,~~000~~ respectively, a decrease of 4%. For the Professional Market segment selling and administrative expenses as a percentage of revenues were 44% in ~~2006;~~2009 ~~$87,000~~and 34% in ~~2007;~~2008. Selling and administrative expenses for the Non-Professional segment were $31865,000 and $948,000 in the 2009 and 2008. ~~There~~periods, ~~are~~respectively, noa ~~significant~~decrease ~~changes~~of in9%. For ~~such~~the Non-Professional ~~commitments~~segment selling and administrative expense as a percentage of revenue ~~June~~was ~~30,~~23% ~~2004~~in 2009 and 25% in 2008. Certain selling and administrative expenses are allocated to each segment based on revenues.

InThe Professional ~~connection~~Market ~~with~~segment ~~the~~realized ~~Company's broker-dealer operations, certain customer securities activities are transacted on~~ a ~~margin~~loss ~~basis.~~of ~~The Company is responsible for any losses on such margin loans~~$526,000 ~~and~~in ~~has~~2009 ~~agreed~~compared to ~~indemnify~~a loss ~~its~~of ~~clearing~~$167,000 ~~broker~~in ~~for~~2008 ~~losses~~before ~~that~~unallocated ~~the~~amounts ~~clearing~~and ~~broker may sustain from the customer accounts introduced by the Company~~income taxes. The ~~Company's~~Non-Professional ~~Chairman~~Market ~~and~~segment ~~CEO~~realized ~~has~~income ~~a margin loan~~ of ~~approximately~~ $3738,000 ~~million~~in as2009 aand ~~customer of the Company's broker-dealer~~$630,000 ~~which~~in is2008 ~~carried~~before byunallocated ~~its~~amounts ~~clearing~~and ~~broker, that is collateralized by 12~~income taxes.5 ~~million~~The ofArbitrage ~~the~~segment ~~Company's~~realized ~~shares owned by him with~~ a ~~market~~loss ~~value at June 30, 2004~~ of $~~13.4 million~~36,000 ~~and~~in ~~which~~2009 iscompared ~~also subject~~ to ~~such~~a gain ~~indemnity~~of $297,000 in ~~the~~2008 ~~event~~before ~~the~~unallocated ~~clearing~~amounts ~~broker~~and ~~were to sustain losses~~income taxes.

In 2008, the Company recognized a gain of $65,000 from the sale of available-for-sale securities of Innodata.

Net interest income in 2009 was $15,000 compared to net interest expense of $4,000 in 2008.

As a result of the above-mentioned factors, the Company realized a loss before income taxes of $7,000 in the 2009 period compared to income before income taxes of $651,000 in the 2008 period.

The Company realized a net loss of $4,000 in 2009 compared to net income of $390,000 in 2008.

Liquidity and Capital Resources

During the three months ended March 31, 2009, cash used in operating activities was $166,000 compared to cash provided by operating activities of $1,498,000 in 2008. The decrease in 2009 was principally due to decreased earnings of $394,000 and a net decrease of $1,270,000 in the changes in operating assets and liabilities. Cash flows used in investing activities were $92,000 in 2009 compared to cash provided by investing activities of $18,000 in 2008. The increase in cash flows used in investing activities was principally due to increased purchases of fixed assets offset by reduced proceeds from sales of Innodata common stock. Cash used in financing activities was $782,000 in 2008. The cash used in 2008 was principally used for the repayment of employee savings upon the termination of an employee savings program.

The Company has a line of credit with a bank up to a maximum of $3 million. The line is collateralized by the assets of the Company. Interest is charged at 1.75% above the bank’s prime rate and is due on demand. The line expires in August, 2009, subject to automatic renewal. The Company may borrow up to 80% of eligible market data service receivables as defined, and is required to maintain a compensating balance of 10% of the outstanding loans. At March 31, 2009, the Company had no borrowings under the line. Borrowings available on the line of credit at March 31, 2009 were $510,000 based on these formulas.

The Company has significant positions in stocks and options and receives significant proceeds from the sale of trading securities sold but not yet purchased under the arbitrage trading strategy described in Note 3 in the accompanying Notes to Condensed Consolidated Financial Statements. The Company expects that its March 31, 2009 positions will be closed during the second quarter of 2009 and that other positions with the same strategy will be established. The level of trading activity is partially dependent on the value of the shares of Track Data pledged by its Principal Stockholder, and Innodata common stock that is held as collateral.

In November, 2005, the Board authorized the purchase of up to 1 million shares from time to time in market purchases or in negotiated transactions. Since that authorization, the Company purchased approximately 6,000 shares of its common stock for $20,000. No major capital expenditures are anticipated beyond the normal replacement of equipment and additional equipment to meet customer requirements. The Company believes that borrowings available under the Company’s line of credit, its present cash position, including cash available in its Arbitrage trading, and any cash that may be generated from operations are sufficient for the Company’s cash requirements for the next 12 months.

The Company’s broker-dealer subsidiary, TDSC, is subject to a minimum net capital requirement of $1 million by FINRA. TDSC operations are subject to reviews by regulators within its industry, which include the SEC, FINRA and various exchanges. In the past, certain reviews have resulted in the Company incurring fines ($260,000 in 2008, of which $175,000 and $200,000 was accrued at March 31, 2009 and December 31, 2008, respectively), and required the Company to change certain of its internal control and operating procedures. Ongoing and future reviews may result in the Company incurring additional fines and changes in its internal control and operating procedures. Management does not expect any ongoing reviews to have a material affect on the Company's financial position or statement of operations.

The Company's New York City tax returns for 2003 through 2005 are presently under audit. The outcome cannot be reasonably estimated at this time.

From time to time the Company is subject to legal proceedings and claims that arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially affect the Company's financial position.

Off Balance Sheet Risk

In connection with the Company's broker-dealer operations, certain customer securities activities are transacted on a margin basis. The Company's clearing broker extends credit to the Company's customers, subject to various regulatory margin requirements, collateralized by cash and securities in the customers' accounts. In the event of a decline in the market value of the securities in a margin account, the Company is required to either obtain additional collateral from the customer or to sell the customer's position if such collateral is not forthcoming. The Company is responsible for any losses on such margin loans, and has agreed to indemnify its clearing broker for losses that the clearing broker may sustain from the customer accounts introduced by the Company. The Company and its clearing broker seek to control the risks associated with customer activities by monitoring required margin levels daily and, pursuant to such guidelines, requiring the customer to deposit additional collateral or to reduce positions when necessary. At March 31, 2009, the Company had $4.2 million in margin credit extended to its customers. The Company’s margin loans in connection with Arbitrage trading were immaterial at March 31, 2009. The Company believes it is unlikely it will have to make material payments under the indemnification agreement and has not recorded any related liability in the Condensed Consolidated Financial Statements.

Critical Accounting Policies

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results when different assumptions are utilized. We believe that our principal critical accounting policies are described below. For a detailed discussion on the application of these and other accounting policies, see Note A ofin the Notes to Consolidated Financial Statements in the Company’'s ~~Annual Report on~~ Form 10-K for the year ended December 31, ~~2003~~2008.

Revenue Recognition

The Company recognizes revenue from market data and ECN services as services are performed. Billings in advance of services provided are recorded as unearned revenues. All other revenues collected in advance of services are deferred until services are rendered. The Company earns commissions as an introducing broker and for licensing its trading system for the transactions of its customers. Commissions and related clearing expenses are recorded on a trade-date basis as securities transactions occur.

For ECN services, transaction fees are earned on a per trade basis, based on shares transacted, and are recognized as transactions occur. For each transaction executed, there is an associated liquidity payment or routing charge paid. Pursuant to Emerging Issues Task Force (“EITF”) Issue No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent” (“EITF 99-19”), the Company records such expenses as liquidity payments or routing charges in the consolidated statements of operations.

Marketable Securities

~~The~~Arbitrage marketable ~~Company classifies its investments in Innodata and Edgar Online as available for sale~~ securities. ~~The~~transactions ~~Company~~are ~~carries~~recorded ~~these investments at fair value, based~~ on ~~quoted~~trade ~~market prices, and unrealized gains and losses, net of taxes, are included in accumulated other comprehensive income, which is reflected as a separate component of stockholders' equity~~date. ~~Realized~~Gains ~~gains~~ and losses are recognized inbased ~~the consolidated statement of income when realized. The Company reviews these holdings~~ on aclosed ~~regular~~transactions ~~basis~~and ~~to evaluate whether or not each security has experienced an other-than-temporary decline in fair value. If~~ the ~~Company~~difference ~~believes~~between ~~that an other-than-temporary decline exists in the marketable securities, the equity investments are written down to~~ market value and ancost ~~investment~~at ~~loss~~balance issheet ~~recorded in the consolidated statement of income~~date.

1719

The Company classifies its investment in Innodata as available for sale securities. The Company carries this investment at fair value, based on quoted market prices, and unrealized gains and losses, net of taxes, are included in accumulated other comprehensive income, which is reflected as a separate component of stockholders' equity. Realized gains and losses are recognized in the consolidated statement of operations when realized. The Company reviews its holdings on a regular basis to evaluate whether or not each security has experienced an other-than-temporary decline in fair value. If the Company believes that an other-than-temporary decline exists in the marketable securities, the equity investments are written down to market value and an investment loss is recorded in the consolidated statement of operations.

Long-lived Assets

In assessing the recoverability of the Company's goodwill and other intangibles, the Company must make assumptions regarding estimated undiscounted expected future cash flows to be generated by the assets to determine the fair value of the respective assets. If these estimated cash flows and related assumptions change in the future, the Company may be required to record an impairment charge in the consolidated statement of ~~income~~operations.

New Pronouncements

In April 2009, the FASB released (FSP) FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than Temporary Impairments.” This FSP amends the other-than-temporary impairment (“OTTI”) guidance for debt securities by establishing new criteria for the recognition of OTTI on debt securities and also requiring additional disclosure of OTTI on debt and equity securities in the financial statements. This FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. FSP FAS 115-2 and FSP FAS 124-2 is effective for interim and annual periods ending after June 15, 2009. The Company does not expect the implementation of the FSP to materially affect its condensed consolidated financial statements.

Inflation and Seasonality

To date, inflation has not had a significant impact on the Company’s operations. The Company’s revenues are not affected by seasonality.

1821

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~The~~Not ~~Company is exposed to interest rate change market risk with respect to its credit facility with a financial institution, which is priced based on the prime rate of interest~~required. At June 30, 2004, there was no outstanding balance under the credit facility. Changes in the prime interest rate during fiscal 2004 will have a positive or negative effect on the Company's interest expense. Such exposure will increase should the Company maintain higher levels of borrowing during 2004.

The Company has significant positions in stocks and options and receives significant proceeds from the sale of trading securities sold but not yet purchased under the arbitrage trading strategy described in Note 5 of Notes to Consolidated Financial StatementsITEM 4T. CONTROLS ~~The~~AND Company's arbitrage trading strategy is to fully cover its open positions during each month with covering option positions that expire in succeeding months. The Company expects that its June 30, 2004 positions will be closed during the third quarter of 2004 and that other positions with the same strategy will be established. In connection with the arbitrage trading program, the Company incurs margin loans. The Company is exposed to interest rate change market risk with respect to these margin loans. Such exposure will increase should the Company maintain higher levels of borrowing during 2004. The level of trading in the arbitrage trading account is dependent on the value of Track Data common stock pledged by its CEO, and Innodata and Edgar Online common stock which is used as collateral. The market value of such securities is dependent on future market conditions for these companies over which the Company has little or no control. PROCEDURES

~~The~~Evaluation of ~~Company~~Disclosure ~~has~~Controls ~~investments in Innodata~~ and Edgar Online, both publicly traded companies listed on Nasdaq. The market value of such securities is dependent on future market conditions for these companies over which the Company has little or no control. Procedures

~~ITEM~~We maintain ~~4. CONTROLS~~a ~~AND~~set ~~PROCEDURES~~of disclosure controls and procedures, as defined in Section 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports filed by us under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

An evaluation has been carried out under the supervision and with the participation of our management, including our Chief Executive Officer ~~and~~ /Chief Financial Officer, of the effectiveness of the design and the operation of our "disclosure controls and procedures" (as such term is defined in Rules 13a-15(e) under the Securities Exchange Act of 1934) as of ~~June~~March 3031, ~~2004~~2009 ("“Evaluation Date"”). Based on such evaluation, our Chief Executive Officer ~~and~~ /Chief Financial Officer ~~have~~ concluded that, as of the Evaluation Date, the disclosure controls and procedures are ~~reasonably designed and~~ effective to ensure that (i) information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

19Notwithstanding the foregoing, there can be no assurance that the Company’s disclosure controls and procedures will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.

~~PART~~Changes in ~~II. OTHER~~Internal ~~INFORMATION~~Control over Financial Reporting

~~Item~~An evaluation ~~1. Legal~~was ~~Proceedings~~performed under the supervision of the Company’s management, including the Chief Executive Officer/Chief Financial Officer, as requested under Exchange Act Rule 13a-15(d) and 15-d-15(d), of whether any change in the Company’s internal control over financial reporting occurred during the fiscal quarter ended March 31, 2009. ~~Not~~Based ~~Applicable~~on that evaluation, the Company’s management, including the Chief Executive Officer/Chief Financial Officer, concluded that no change in the Company’s internal controls over financial reporting occurred during the fiscal quarter ended March 31, 2009 that has materially affected or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.~~ 22

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings. Not Applicable

Item 1a.

Risk Factors. Not Required

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Total Number

of Shares

Number of

Purchased as

Maximum Number

Shares of

Average

Part of

of Shares That May

Period

Common Stock

Price Paid

Publicly

Yet be Purchased

Purchased

Per Share

Announced Plans

Under the Plans

January, 2009

February, 2009

March, 2009

Total

None

993,501

On November 1, 2005, the Board of Directors approved a buy back of up to 1,000,000 shares of the Company’s Common Stock in market or privately negotiated transactions from time to time.

Item 3.

Defaults upon Senior Securities. Not Applicable

Item 4.

Submission of Matters to a Vote of Security Holders. Not Applicable

Item 5.

Other Information. Not Applicable

Item 6.

Exhibits

Certification of Martin Kaye pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Issuer Purchases of Equity Securities

Total Number

of Shares

Number of

Purchased as

Maximum Number

Shares of

Average

Part of

of Shares That May

Period

Common Stock

Price Paid

Publicly

Yet be Purchased

Purchased

Per Share

Announced Plans

Under the Plans

April, 2004

May, 2004

82,360

$1.00

82,360

1,771,011

June, 2004

212,974

$1.10

212,974

1,558,037

Total

295,334

On June 3, 2003, the Board of Directors approved a buy back of up to 2 million shares of the Company’s Common Stock in market transactions from time to time.

Item 3. Defaults upon Senior Securities. Not Applicable

Item 4. Submission of Matters to a Vote of Security Holders. Not Applicable

Item 5. Other Information. Not Applicable

Item 6. Exhibits and Report on Form 8-K

(a) Exhibits .

31.1 Certification of Barry Hertz pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

31.2 Certification of Martin Kaye pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K filed during the second quarter of 2004.

On April 23, 2004, the Company filed a report on Form 8-K regarding a Wells Notice that its CEO received from the Securities and Exchange Commission.

During the second quarter of 2004, the Company filed a report on Form 8-K on May 13, 2004, that included the Company’s first quarter earnings release.

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, thereunto duly authorized.

TRACK DATA CORPORATION

Date:	85/1314/042009	/s/ Martin Kaye
		Barry Hertz
		Chairman of the Board
		Chief Executive Officer
Date:	8/13/04	/s/
		Martin Kaye
		Chief Operating Officer
		Chief Executive Officer
		Principal Financial Officer

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