FORM 4

o Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF
CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response .... 0.5

Name and Address of Reporting Person*

Issuer Name and Ticker or Trading Symbol

Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Bristol

Brian

SoundView Technology Group, Inc. "SNDV"

Director

10% Owner

(Last)

(First)

(Middle)

I.R.S. Identification Number of Reporting Person, if an entity (voluntary)

Statement for
Month/Day/Year

X Officer (give
title below)

Other
(specify below)

1700 East Putnam Avenue

January 28, 2003

Head of Investment Banking

(Street)

If Amendment, Date of Original (Month/Day/Year)

Individual or Joint/Group Filing
(Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One

Old Greenwich,

06870

Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security
(Instr. 3)

Transaction Date

2A.

Deemed Execution Date, if any

Transaction Code
(Instr. 8)

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

Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)

Nature of Indirect Beneficial Ownership
(Instr. 4)

(Month/Day/Year)

Code

Amount

(A) or (D)

Price

Common Stock (1)

1/28/03

55,147

988,324

Common Stock

19,782

(2)

Common Stock

283,631

SoundView 401(k) Plan f/b/o Bristol

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

Title of Derivative Security
(Instr. 3)

Conversion or Exercise Price of Derivative Security

Transaction Date
(Month/Day/Year)

3A.

Deemed Execution Date, if any
(Month/Day/Year)

Transaction Code
(Instr. 8)

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

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

Code

(A)

(D)

Date
Exercisable

Expiration Date


7.	Title and Amount of Underlying Securities (Instr. 3 and 4)		8.	Price of Derivative Security (Instr. 5)	9.	Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10.	Ownership Form of Derivative Securities: Direct (D) or Indirect (I) (Instr. 4)	11.	Nature of Indirect Beneficial Ownership (Instr. 4)

	Title	Amount or Number of Shares

Explanation of Responses:

(1): These shares of Common Stock are restricted and subject to forfeiture and restrictions on transfer until the restrictions lapse, at which time the shares vest. The restricted stock will vest in substantially equal installments on January 31, 2004, January 31, 2005 and January 31, 2006.
(2): There shares are owned by Mr. Bristol as Trustee under three different trusts f/b/o his children. Mr. Bristol disclaims beneficial ownership of these shares.

/s/ BRIAN BRISTOL		January 30, 2003
**Signature of Reporting Person		Date

Reminder:		Report on a separate line for each class of securities beneficially owned directly or indirectly.
*		If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:		File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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

http://www.sec.gov/divisions/corpfin/forms/form4.htm
Last update: 09/05/2002

BRISTOL BRIAN 4