EXHIBIT 10.5


AMENDMENT NO. 2 TO AMENDED AND RESTATED 1991  INCENTIVE AND  NONQUALIFIED  STOCK
OPTION PLAN

On February  12, 1996 the Board of  Directors  of NYFIX,  Inc.  adopted  certain
amendments to the Company's  1991  Incentive  Stock Option Plan. The Amended And
Restated  1991  Incentive  And  Nonqualified  Stock Option Plan (the "Plan") was
approved  at the 1996  Annual  Meeting  of  Shareholders.  The  number of shares
available  under the Plan as  stipulated in Section 3 was increased to 2,500,000
at the 1999 Annual Meeting of Shareholders. The number of shares available under
the Plan was increased to 3,750,000 as a result of a 50% stock  dividend  issued
on November 15, 1999.  These Plan shares were further  increased to 5,625,000 on
April 4, 2000 as a result of another 50% stock dividend.  On March 29, 2000 at a
regular  meeting of the Board of  Directors,  the Board  voted to  increase  the
number of shares  reserved  for issuance  under the Plan to 6,625,000  shares of
common stock. This increase in the number of shares available under the plan was
approved at the 2000 Annual Meeting of Shareholders.