AMENDMENT OF LEASE

Exhibit 10.31.2

AMENDMENT OF LEASE

THIS AGREEMENT, made as of the 23 day of July, 2003, by and between BOSTON WHARF CO., a Massachusetts general partnership (hereinafter referred to as “Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation, formerly known as Jefferies Group, Inc. (hereinafter referred to as “Tenant”)

WITNESSETH   THAT:

WHEREAS, Landlord has leased to Tenant and Tenant has hired from Landlord certain Demised Premises contained in the Building known and numbered as 44 Farnsworth Street, Boston, Massachusetts, all as more particularly described and set forth in a certain leased dated March 10, 1995, as the same may from time to time have been amended (hereinafter referred to as the “Lease”); and

WHEREAS, the Termination Date on which the term of the Lease is scheduled to expire is April 30,2005; and

WHEREAS, the parties wish to amend the Lease by expanding the Demised Premises, subject to the provisions hereof;

NOW THEREFORE, for good and valuable consideration by each party paid to the other, and in further consideration of the foregoing recitals and the mutual obligations set forth herein, the parties hereby agree as follows:

1.            The entire third (3 ^rd ) floor of the Building (hereinafter referred to as the “Expansion Area”) shall be added to and included in the Demised Premises and shall become subject to all the terms and conditions of the Lease as fully as if the Expansion Area had originally been a part of the Demised Premises, except as otherwise hereinafter set forth.

2.             As used with respect to the Expansion Area, the following Lease terms shall be defined as hereinafter set forth:

3.             Tenant shall accept occupancy of the Expansion Area “as is”, in its existing condition as of the Term Commencement Date applicable thereto. All work necessary to prepare the Expansion Area for occupancy by Tenant shal