S-8

      As filed with the Securities and Exchange Commission on June 1, 2001

                                                   Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   NYFIX, INC.
             (Exact Name of Registrant as Specified in its Charter)


                   NEW YORK                                     06-134488
(State or other jurisdiction of incorporation)     (I.R.S. Employer Identification No.)

           333 LUDLOW STREET
         STAMFORD, CONNECTICUT                                   06902
(Address of principal executive offices)                       (Zip Code)

                       ----------------------------------

                        NYFIX, INC. AMENDED AND RESTATED
                1991 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)

                       ----------------------------------

                               RICHARD A. CASTILLO
                             CHIEF FINANCIAL OFFICER
                                   NYFIX, INC.
                                333 LUDLOW STREET
                              STAMFORD, CONNECTICUT
                    (Name and address of agent for service)

                                 (203) 425-8000
          (Telephone number, including area code, of agent for service)

                                 WITH A COPY TO:
                              ROBERT L. FROME, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                    505 PARK AVENUE, NEW YORK, NEW YORK 10022
                                 (212) 753-7200


                         CALCULATION OF REGISTRATION FEE

==========================================================================================================================

                                                                    PROPOSED           PROPOSED
                                                                     MAXIMUM           MAXIMUM
                   TITLE OF                        AMOUNT           OFFERING          AGGREGATE        AMOUNT OF
                  SECURITIES                       TO BE              PRICE            OFFERING       REGISTRATION
               TO BE REGISTERED               REGISTERED(1)(2)    PER SHARE(3)         PRICE(3)          FEE(3)
- --------------------------------------------------------------------------------------------------------------------------

Common Stock, par value, $.001 per share         1,000,000           $26.25          $27,594,217       $6,898.55

- --------------------------------------------------------------------------------------------------------------------------

(1)         Pursuant to Rule 416, the  registration  statement  also covers such
            indeterminate  additional  shares  of  Common  Stock  as may  become
            issuable  as a result  of any  future  anti-dilution  adjustment  in
            accordance  with the terms of the  Amended and  Restated  1991 Stock
            Option Plan (the "1991 Plan").
(2)         The number of shares  available  for the grant of options  under the
            1991 Plan has been increased from 5,625,000 to 6,625,000.
(3)         Pursuant to Rule 457(h),  the offering  price per share,  solely for
            the purpose of  determining  the  registration  fee, is based on the
            average  of  the  high  and  low   prices  of  $27.00  and   $25.50,
            respectively,  of the  Company's  Common  Stock as  reported  by the
            Nasdaq  Stock  Market  ("Nasdaq")  on May 30,  2001.  The  aggregate
            offering  price  includes (i) an  aggregate  of 768,124  shares with
            respect to which options have been granted under the 1991 Plan at an
            average  exercise  price of $28.00 per share and (ii) an  additional
            231,876  shares which may be offered  under the 1991 Plan at a price
            equal to the price per share set forth in the immediately  preceding
            sentence.

            Pursuant to Rule 429, the prospectus included herein relates to the
shares of Common Stock being registered in this Registration Statement as well
as the shares of Common Stock previously registered under Registration Statement
No. 33-85522 and Registration Statement No. 333-95285.




                                EXPLANATORY NOTES

            On October 19, 1994, NYFIX, Inc. (formerly known as Trinitech
Systems, Inc.) (the "Company") filed a Registration Statement on Form S-8
(Registration No. 33-85522) registering 1,500,000 shares (the "Original Shares")
of the Company's common stock, par value $.001 per share (the "Common Stock"),
issuable upon exercise of options granted by the Company under the 1991 Plan.

            At the Company's annual meeting of shareholders on June 7, 1999, the
shareholders approved an increase of 1,000,000 shares of Common Stock (the
"Additional Shares") available under the 1991 Plan from 1,500,000 to 2,500,000.
On November 15, 1999, the Company effected a 3-for-2 stock split, which
automatically adjusted the number of Original Shares to 2,250,000 and the number
of Additional Shares to 1,500,000, for an aggregate of 3,750,000 shares of
Common Stock under the 1991 Plan.

            On January 21, 2000, the Company filed another Registration
Statement on Form S-8 (Registration No. 333-95285) registering the 1,500,000
Additional Shares that were added to the 1991 Plan. On April 4, 2000, the
Company effected a second 3-for-2 stock split, which adjusted the number of
shares covered by the two registration statements from an aggregate of 3,750,000
shares to 5,625,000 shares.

            At the Company's annual meeting of shareholders on June 5, 2000, the
shareholders approved an additional increase of 1,000,000 shares of Common Stock
available under the 1991 Plan from 5,625,000 to 6,625,000. The Company has
prepared this Registration Statement in accordance with the requirements of Form
S-8 under the Securities Act of 1933, as amended (the "Securities Act"), to
register such additional 1,000,000 shares of Common Stock.

            This Form S-8 includes a Reoffer Prospectus prepared in accordance
with Part I of Form S-3 under the Securities Act. The Reoffer Prospectus may be
utilized for reofferings and resales of up to 2,187,749 shares of Common Stock
acquired pursuant to the Plan by selling shareholders who may be deemed an
"affiliate" (as such term is defined in Rule 405 under the Securities Act) of
the Company.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

            The Company will provide documents containing the information
specified in Part 1 of Form S-8 to employees as specified by Rule 428(b)(1)
under the Securities Act. Pursuant to the instructions to Form S-8, the Company
is not required to file these documents either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.




                                   PROSPECTUS

                                2,187,749 SHARES
                                   NYFIX, INC.
                          COMMON STOCK, $.001 PAR VALUE

            This prospectus relates to the reoffer and resale by certain selling
shareholders of shares of our common stock that were issued or may be issued by
us to the selling shareholders upon the exercise of stock options granted under
our Amended and Restated1991 Incentive and Nonqualified Stock Option Plan. We
previously registered the offer and sale of the shares to the selling
shareholders. This prospectus also relates to certain underlying options that
have not as of this date been granted. If and when such options are granted to
persons required to use this prospectus to reoffer and resell the shares
underlying such options, we will distribute a prospectus supplement. The shares
are being reoffered and resold for the account of the selling shareholders and
we will not receive any of the proceeds from the resale of the shares.

            The selling shareholders have advised us that the resale of their
shares may be effected from time to time in one or more transactions on the
Nasdaq National Market, in negotiated transactions or otherwise, at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of Distribution." We will bear all expenses in connection with the
preparation of this prospectus.

            Our common stock is traded on the Nasdaq National Market under the
symbol "NYFX." On May 30, 2001, the closing price for the Common Stock, as
reported by the Nasdaq National Market, was $26.04.

                          ---------------------------

     THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING AT PAGE 3.

                          ---------------------------

          NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
           SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
             SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF
                   THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this Prospectus is June 1, 2001.




                                TABLE OF CONTENTS


Where You Can Find More Information..............................................................1

Incorporation of Certain Documents by Reference..................................................1

Risk Factors.....................................................................................3

Forward Looking Statements......................................................................10

Use of Proceeds.................................................................................10

The Company.....................................................................................11

Selling Shareholders............................................................................13

Plan of Distribution............................................................................16

Legal Matters...................................................................................18

Experts.........................................................................................18

Disclosure of Commission Position on Indemnification for Securities Act Liabilities.............18












            Unless  otherwise  indicated,  all references in this  prospectus to
"NYFIX," "we," "us" and "our" refer to NYFIX, Inc., a New York corporation,  and
our  subsidiary,  NYFIX  Overseas  Inc.,  formerly  known as  Trinitech  Systems
International  Inc.  References to NYFIX Millennium  refer to NYFIX  Millennium,
L.L.C, our affiliate.





                       WHERE YOU CAN FIND MORE INFORMATION

            We have filed a registration statement on Form S-8 with the SEC for
our common stock offered in this offering. This prospectus does not contain all
of the information set forth in the registration statement. You should refer to
the registration statement and its exhibits for additional information. Whenever
we make references in this prospectus to any of our contracts, agreements or
other documents, the references are not necessarily complete and you should
refer to the exhibits attached to the registration statement for the copies of
the actual contract, agreement or other document.

            You should rely only on the information and representations provided
or incorporated by reference in this prospectus or any related supplement. We
have not authorized anyone else to provide you with different information. The
selling shareholders will not make an offer to sell these shares in any state
where the offer is not permitted. You should not assume that the information in
this prospectus or any supplement is accurate as of any date other than the date
on the front of those documents.

            You may read our SEC filings, including the registration statement,
over the Internet at the SEC's website at http://www.sec.gov. You may also read
and copy any document we file with the SEC at its public reference facilities at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade
Center, Thirteenth Floor, New York, New York 10048. You may also obtain copies
of the documents at prescribed rates by writing to the Public Reference Section
of the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference facilities.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

            The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this prospectus and information that we file later
with the SEC will automatically update and replace this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended:

            (1)  Our Annual Report on Form 10-K for the year ended December 31,
                 2000;

            (2)  Our Quarterly Report on Form 10-Q for the quarterly period
                 ended March 31, 2001; and

            (3)  The description of our common stock in our Registration
                 Statement on Form 8-A dated August 27, 1993.

                                      -1-


            You may request a copy of these filings, excluding the exhibits to
such filings which we have not specifically incorporated by reference in such
filings, at no cost, by writing or telephoning us at NYFIX, Inc., Stamford
Harbor Park, 333 Ludlow Street, Stamford, CT 06902, Attention: Chief Financial
Officer, telephone (203) 425-8000.


                                       -2-


                                  RISK FACTORS

            YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE
MAKING AN INVESTMENT DECISION. IF ANY OF THE FOLLOWING CIRCUMSTANCES OCCUR, OUR
BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE MATERIALLY
ADVERSELY AFFECTED. IN THAT EVENT, THE TRADING PRICE OF OUR COMMON STOCK COULD
DECLINE, AND YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT.


                          RISKS RELATED TO OUR BUSINESS

ANY SLOWDOWN OR FAILURE OF OUR COMPUTER SYSTEMS COULD CAUSE US TO LOSE REVENUES
AND CUSTOMERS AND SUBJECT US TO LIABILITY FOR CUSTOMER LOSSES.

            Our services depend on our ability to store, retrieve, process and
manage significant databases and to electronically receive and process trade
orders. Our systems or data centers could slow down significantly or fail for a
variety of reasons, including undetected errors in our internal software
programs or computer systems or heavy stress placed on our systems during peak
trading times. We constantly monitor system loads and performance and regularly
implement system upgrades to handle estimated increases in demand for capacity.
However, we may not be able to accurately predict future volume increases or
volatility and our systems may not be able to accommodate these demand increases
or volatility without failure or degradation. In addition, our redundant systems
or backup computer facility may not be able to protect us in the event of
significant system failures. Any significant degradation or failure of our
computer systems or any other systems in the clearing or trading processes could
cause our broker-dealer customers and their customers to suffer delays in
business processing, which could cause substantial losses to our broker-dealer
customers and their customers, damage our reputation, increase our service
costs, cause us to lose revenues and customers or divert our technical
resources. We might not be able to defend ourselves adequately to enforce our
contractual liability disclaimers in the event we are subjected to claims from
our broker-dealer customers and their customers for losses, including litigation
claiming fraud or negligence.

            Our electronic systems and data centers could be materially
adversely affected by general power or telecommunications failures, computer
viruses or natural disasters. They are also vulnerable to damage or failure due
to human error and sabotage, both external and internal.

WE RELY ON MULTIPLE TELECOMMUNICATIONS CARRIERS FOR DATA DELIVERY. ANY
DISRUPTIONS TO THESE SERVICES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS.

            We depend on the proper and timely function of complex
telecommunications systems maintained and operated by third parties, securities
exchanges, clearing brokers and other data providers. Natural disasters or
failures, or inadequate or slow performance of any of these systems could
adversely affect our ability to provide our services. In addition, such
disruptions

                                      -3-


could lead to the loss of customers, damage our reputation and
negatively impact our revenues and profitability.

BECAUSE OUR OPERATING RESULTS FLUCTUATE FROM QUARTER TO QUARTER, THE PRICE OF
OUR COMMON STOCK MAY BE UNSTABLE.

            Our revenues, cost of revenues, operating expenses and results of
operations have fluctuated in the past and will continue to fluctuate in the
future on a quarterly basis due to a number of factors. Some factors may be
outside of our control and could have a negative effect on our results of
operations, such as:

o           the timing and size of purchase orders from our customers;

o           unexpected delays in introducing new or enhanced products;

o           changes in the costs of telecommunication circuits and costs of data
            center equipment; and

o           the timing and size of expenses, including expenses for research and
            development of new products. C


WE WERE UNPROFITABLE FROM OUR INCEPTION IN 1991 THROUGH 1998 AND WE MAY NOT
REMAIN PROFITABLE IN THE FUTURE.

            We commenced operations in June 1991 and incurred net losses through
1998. Although we have been profitable commencing in the first quarter of 1999
after introducing the NYFIX network, we cannot assure you that we will continue
to successfully implement our business strategy and continue to maintain
profitable operations.

WE FACE SUBSTANTIAL COMPETITION IN OUR INDIVIDUAL PRODUCT AREAS FROM COMPANIES
THAT HAVE LARGER AND GREATER FINANCIAL, TECHNICAL AND MARKETING CAPABILITIES,
WHICH MAY HINDER OUR ABILITY TO COMPETE SUCCESSFULLY.

            We operate in a highly competitive market. Certain of our
competitors may have:

o           longer operating histories;

o           significantly greater financial, technical and marketing resources;

o           more extensive customer bases; and

o           extensive knowledge of the industry.

                                      -4-





We expect competition to intensify in the future. Competitive pressures we face
may reduce our market share and materially adversely affect our business,
operating results and financial condition.

WE MAY EXPERIENCE DELAYS IN ENHANCING OUR EXISTING PRODUCTS AND SERVICES AND IN
DEVELOPING NEW PRODUCTS AND SERVICES, WHICH MAY AFFECT OUR COMPETITIVENESS AND
CAUSE US TO LOSE MARKET SHARE.

            Our competitiveness and ability to maintain or increase our market
share will depend, in part, on our ability to develop, test, sell and support
enhancements to our current and new products and services on a timely basis in
response to changing customer needs, competition, market conditions,
technological developments and emerging standards in the financial trading
industry. Our failure to successfully adapt our products and services to this
rapidly changing market could reduce our revenue and cause our operating results
to suffer. We may not successfully identify new product opportunities or develop
and bring new and enhanced products and services to the market in a
cost-effective and timely manner. If we fail to release new products and
upgrades on time or if they fail to achieve market acceptance, we may experience
customer dissatisfaction, cancellation of orders and loss of customers and
revenues.

WE MUST MANAGE OUR GROWTH IN ORDER TO ACHIEVE OUR BUSINESS OBJECTIVES.

            We have experienced a period of significant growth in our business
that may place a strain upon our management systems and resources. We intend to
continue to grow in the foreseeable future and to pursue existing and potential
market opportunities. Our growth has placed, and will continue to place,
significant demands on our management and operational resources, particularly
with respect to:

o     recruiting, training, supervising and retaining skilled technical,
      marketing and management personnel in an environment where there is
      intense competition for skilled personnel;

o     implementing new and enhanced communications and information systems;

o     maintaining and expanding a cutting edge research and development staff;

o     expanding our sales and marketing efforts;

o     expanding our facilities and other infrastructure in a timely manner to
      accommodate a significantly larger workforce;

o     developing and managing a larger, more complex international organization;
      and

o     expanding our treasury and accounting functions.

                                      -5-


            In order to manage our growth effectively, we must also develop more
sophisticated operational systems, procedures and controls. If we fail to
develop these systems, procedures and controls on a timely basis, it could
impede our ability to deliver products in a timely fashion and fulfill existing
customer commitments and, as a result, our business, financial condition and
operating results could be materially adversely affected. In addition, our
revenue may not continue to grow at a pace that will support our planned costs
and expenditures. To the extent that our revenue does not increase at a rate
commensurate with these additional costs and expenditures, our results of
operations and liquidity would be materially adversely affected.

OUR ABILITY TO SELL OUR PRODUCTS AND SERVICES AND GROW OUR BUSINESS COULD BE
SIGNIFICANTLY IMPAIRED IF WE LOSE THE SERVICES OF KEY PERSONNEL.

            Our business is highly dependent on a number of key executive
officers, including Peter K. Hansen, our Chief Executive Officer and President,
and Lars Kragh, our Chief Information Officer. The loss of the services of any
of our key personnel could have a material adverse effect on our business and
results of operations. Our future success will also depend on our ability to
recruit, train and retain other qualified personnel. Competition for key
personnel and other highly qualified technical and managerial personnel in our
industry is intense.

WE RELY, IN PART, ON OTHERS TO SUPPLY THE UNDERLYING SOFTWARE AND SYSTEMS WE USE
TO PROVIDE OUR SERVICES. IF WE ARE UNABLE TO OBTAIN THIRD PARTY SUPPORT AND
DELIVERY ON A TIMELY AND RELIABLE BASIS, OUR ABILITY TO PERFORM SERVICES COULD
BE HINDERED AND THE RELATIONSHIPS WE HAVE WITH OUR CUSTOMERS COULD BE HARMED.

            We rely on a number of third parties to supply underlying software
and systems, as well as equipment and related maintenance. If, in the future,
enhancements or upgrades of third party software and systems cannot be
integrated with our technologies or if the technologies on which we rely fail to
respond to industry standards or technological changes, we may be required to
redesign our proprietary systems. Software products may contain defects or
errors, especially when first introduced or when new versions or enhancements
are released. The inability of third parties to supply us with underlying
software and systems on a reliable, timely basis could harm our relationships
with our customers and our ability to achieve our projected level of growth.

OUR PRODUCTS MAY SUFFER FROM DEFECTS OR ERRORS, WHICH MAY HARM OUR REPUTATION OR
SUBJECT US TO PRODUCT LIABILITY CLAIMS.

            The products we offer are inherently complex. Despite testing and
quality control, current versions, new versions or enhancements of our products
may contain errors. Any errors, slowdown or failure in our products may harm our
reputation or subject us to product liability claims. Significant technical
challenges also arise with our products because our customers purchase and
integrate them with a number of third party computer applications and software.
Such integration may not always be successful. Any defects or errors that are
discovered after commercial release could result in the loss of revenue or delay
in market acceptance of our products. Moreover, we could face higher development
costs if our products contain undetected errors, or if we fail to meet our
customers' expectations. Although we maintain general liability insurance


                                      -6-


coverage, this coverage may not continue to be available on reasonable terms or
at all. In addition, a product liability claim, whether or not successful, could
harm our business by increasing our costs and distracting our management.

WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS.

            We rely on trade secrets, copyright, trademark and patent law to
protect our proprietary technology. We are currently exploring obtaining
additional patents for some of our proprietary technology and know-how.
Notwithstanding the precautions we take to protect our intellectual property
rights, it is possible that third parties may copy or otherwise obtain and use
our proprietary technology without authorization or otherwise infringe on our
rights. We may have to rely on litigation to enforce our intellectual property
rights, protect our trade secrets, determine the validity and scope of the
proprietary rights of others or defend against claims of infringement or
invalidity. Any such litigation, whether successful or unsuccessful, could
result in substantial costs to us and diversions of our resources and the
attention of management, either of which could negatively affect our business.
Additionally, our failure or inability to enforce our intellectual property
rights or protect our trade secrets could negatively impact our business
prospects and/or our financial results.

CONDUCTING BUSINESS IN INTERNATIONAL MARKETS SUBJECTS US TO ADDITIONAL RISKS.

            For the year ended December 31, 2000 and the first three months
ended March 31, 2001, approximately 11% and 19%, respectively, of our revenues
were derived from our international operations. Thus, we are subject to risks
inherent in doing business in international markets, including:

o     difficulties in recruiting and retaining personnel and managing
      international operations;

o     a high degree of costs associated with servicing smaller national markets;
      and

o     fluctuations in currency exchange rates.

Any of the above could affect the profitability of our international operations
or hinder our ability to expand further internationally.


                        RISKS RELATED TO NYFIX MILLENNIUM

NYFIX MILLENNIUM HAS A LIMITED OPERATING HISTORY AND IF IT FAILS TO BECOME
PROFITABLE, WE MAY HAVE TO WRITE OFF OUR INVESTMENT IN NYFIX MILLENNIUM.

            NYFIX Millennium was formed in September 1999 and since that time
has been in the development stage and has incurred aggregate net losses of
$11,346,000 through March 31, 2001, primarily in connection with development and
start-up activities. Our investment in


                                      -7-


NYFIX Millennium involves a high degree of business and financial risks and
could result in a write-off of our investment in NYFIX Millennium. NYFIX
Millennium's prospects must be considered in light of the risks, expenses,
delays, problems and difficulties frequently encountered in the establishment of
a new business in an emerging and evolving industry. NYFIX Millennium may not be
successful in its business, and profitability may never be attained.

NYFIX MILLENNIUM FACES SUBSTANTIAL COMPETITION THAT COULD MAKE IT DIFFICULT TO
GAIN MARKET SHARE AND HARM ITS FINANCIAL PERFORMANCE.

            The financial services industry is very competitive and we expect
competition to intensify in the future. NYFIX Millennium faces competition from
traditional stock exchanges, other ATSs and ECNs. Many financial service
providers with which NYFIX Millennium competes are substantially larger than
NYFIX Millennium and have substantially greater financial, technical, marketing
and other resources. Existing companies may seek to expand their own businesses
to compete with NYFIX Millennium because of the ongoing growth of the securities
markets, the interrelationship between information and trading, and the
importance of technology in creating efficient trading systems. These potential
competitors could include companies that enable customers to trade products and
services other than securities, such as telecommunications capacity, as well as
software companies, information and media companies, and other companies that
are not currently in the brokerage business. NYFIX Millennium may not be able to
compete effectively with its competitors.

NYFIX MILLENNIUM'S REVENUE AND GROWTH COULD BE ADVERSELY AFFECTED BY DECLINES IN
TRADING VOLUME IN THE SECURITIES MARKETS.

            NYFIX Millennium, as an ATS, will primarily generate its revenue by
charging customers a fee for each trade passed through its system. The number of
transactions that the NYFIX Millennium system handles generally corresponds
directly to the volume of trading throughout the various securities markets.
Consequently, a widespread decline in overall trade volume in the securities
markets could cause a decline in NYFIX Millennium's trading volume, resulting in
stagnant or declining revenues.

THE SECURITIES BROKERAGE INDUSTRY IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION.
IF NYFIX MILLENNIUM FAILS TO COMPLY WITH THESE REGULATIONS, IT MAY BE SUBJECT TO
DISCIPLINARY OR OTHER ACTION BY REGULATORY ORGANIZATIONS.

            The securities industry is subject to extensive regulation under
both federal and state laws. In addition to these laws, NYFIX Millennium must
comply with rules of the Securities and Exchange Commission (SEC), including
Regulation ATS, and The National Association of Securities Dealers, Inc. (NASD),
various stock exchanges, state securities commissions and other regulatory
bodies charged with safeguarding the integrity of the securities markets and
other financial markets and protecting the interests of investors participating
in these markets. As a

                                      -8-


registered broker-dealer, NYFIX Millennium is subject to numerous regulations
covering the securities business, including:

o  marketing practices;

o  capital structure, including net capital requirements;

o  record keeping; and

o  conduct of directors, officers and employees.

Any failure to comply with these regulations could subject NYFIX Millennium to
censure, fines, the issuance of cease-and-desist orders or the suspension,
and/or disqualification of its officers, directors or employees.

NYFIX MILLENNIUM'S COMPLIANCE AND RISK MANAGEMENT METHODS MAY NOT BE EFFECTIVE.

            NYFIX Millennium's ability to comply with regulations depends
largely on the establishment and maintenance of an effective compliance system,
as well as its ability to attract and retain qualified compliance personnel.
NYFIX Millennium could be subject to disciplinary or other actions due to
claimed noncompliance with regulations in the future. If a claim of
noncompliance is made by a regulatory authority, the efforts of the management
of NYFIX Millennium could be diverted to responding to such a claim and NYFIX
Millennium could be subject to a range of possible consequences, including the
payment of fines, civil lawsuits and the suspension of one or more portions of
its business. In addition, its mode of operation and profitability may be
directly affected by:

o  additional legislation;

o  changes in rules promulgated by the SEC, the NASD, the Board of Governors of
   the Federal Reserve System, the various stock exchanges or other
   self-regulatory organizations; or

o  changes in the interpretation or enforcement of existing laws and rules.

            In addition, NYFIX Millennium's status as a recognized ATS requires
that its trade execution and communication systems be able to handle anticipated
present and future peak trading volumes. If any of our systems and/or NYFIX
Millennium's systems become disabled, the ability to process trades and handle
peak trading volumes will be compromised. The status of NYFIX Millennium as an
SEC registered broker-dealer and NASD member is conditioned, in part, on its
ability to process and settle trades.


                                      -9-



                           FORWARD-LOOKING STATEMENTS

            This prospectus includes or incorporates by reference
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. In some
cases, you can identify forward-looking statements by words such as "may,"
"will," "should," "could," "expect," "plan," "anticipate," "believe,"
"estimate," "intend," "project," "seek," "predict," "potential" or "continue" or
the negative of these terms or other comparable terminology. These statements
are only predictions. Actual events or results may differ materially. In
evaluating these statements, you should specifically consider various factors,
including the risks outlined under "Risk Factors." Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform these statements to
actual results.

                                 USE OF PROCEEDS

            The shares of common stock offered by this prospectus are being
registered for the account of the selling shareholders identified in this
prospectus. See "Selling Shareholders." All net proceeds from the sale of the
shares of common stock will go to the shareholders that offer and sell their
shares. We will not receive any part of the proceeds from such sales of common
stock. We will, however, receive the exercise price of the options at the time
of their exercise. Such proceeds will be contributed to working capital and will
be used for general corporate purposes.


                                      -10-


                                   THE COMPANY

            We are a leading provider of electronic trading infrastructure and
technologies to the professional trading segment of the brokerage community.
With our desktop solutions, stationary and wireless exchange floor systems,
electronic automation systems and straight-through processing, we streamline
data entry, routing and execution and eliminate many processing inefficiencies.
Our infrastructure, which consists of an extensive network of electronic
circuits, links industry participants across equities and derivatives markets.
Our technology is being used by over 200 customers, many of which are the
largest and most respected firms in the industry and we have entered into
agreements with over 50% of the New York Stock Exchange (NYSE) member firms. We
processed an average NYSE daily volume of 212 million shares in the first
quarter of 2000, a number which has grown to 456 million shares in the first
quarter of 2001, with daily volumes reaching as high as 843 million shares.

            Our products and services are broadly categorized into electronic
trading infrastructure and applications and provide our customers a complete
solution to enter, manage and route orders and execution data electronically.
The NYFIX network is a proprietary centralized electronic infrastructure linking
various market participants to provide efficient, secure and reliable order
routing. A single dedicated circuit between our customers and the NYFIX network
enables connectivity to buyside and sellside institutions and major
international exchanges and alternative execution venues such as electronic
communication networks (ECNs) and alternative trading systems (ATSs). We also
have developed and offer an integrated portfolio of modular desktop trading
applications, exchange floor automation and exchange access applications for
trading domestic and international equities, futures and options. Our outsourced
application solutions reside upon our centralized system and are delivered
through the NYFIX network. Our products and services operate using the industry
standard Financial Information Exchange (FIX) protocol.

            We have been profitable since the first quarter of 1999 and have had
nine quarters of increasing profitability. Our net income increased to
$5,676,000 in the year ended December 31, 2000 from a net loss of $2,234,000 in
the year ended December 31, 1998. Our net income increased to $1,464,000 in the
first quarter of 2001 from $764,000 in the first quarter of 2000. Our total
revenues increased to $23,980,000 in the year ended December 31, 2000 from
$6,235,000 in the year ended December 31, 1998, representing a compound annual
growth rate of 96%. Our total revenues increased 92% to $8,422,000 in the first
quarter of 2001 from $4,380,000 in the first quarter of 2000. We principally
derive our revenues from long-term subscriptions, product sales and services. In
addition to developing our subscription revenues, we plan to develop transaction
based revenues. We are well positioned to distribute order routing terminals in
certain domestic and international market segments seeking more direct exchange
and execution access and trade processing services in return for per share based
transaction fees. We believe there is a substantial market for these types of
transaction revenue streams. Our order routing connectivity capabilities and
technology platform also enable us to support transaction revenue generation in
our affiliate, NYFIX Millennium, of which we currently own 50% and have the
option to purchase an additional 30%.


                                      -11-


            The large quantity of orderflow processed by the NYFIX network has
uniquely positioned us to develop, together with our affiliate NYFIX Millennium,
an ATS that functions similarly to an ECN in that it matches buy and sell
orders. NYFIX Millennium can match either buy and sell orders or pass them
through to the exchange or execution venue of the trader's choice, in real-time,
which we believe is a unique feature and key differential from other ATSs and
ECNs that rely on captive order liquidity. NYFIX Millennium augments traditional
auction markets by combining the electronic execution technology of an ECN with
the liquidity of traditional primary markets. Institutional traders benefit from
the order invisibility and anonymity provided by NYFIX Millennium, which
eliminates the negative price impact associated with displaying large blocks of
shares. We are currently focusing on generating a critical mass of orderflow
from the NYFIX network to NYFIX Millennium.

            Our goal is to become the leading provider of real-time electronic
trade entry, routing and execution solutions to the global financial services
industry. To achieve this, we plan to:

            o increase the number of participants in the NYFIX network and
continue to expand the suite of products and services available to our
customers;

            o develop transaction revenue streams in NYFIX Millennium;

            o develop transaction revenue streams from our electronic trading
infrastructure and technologies;

            o establish and expand orderflow through NYFIX Millennium and
leverage strategic partnerships;

            o expand the universe of securities being traded through our
network; and

            o continue to protect our customers' roles in the distribution
market.

            Our headquarters are located at Stamford Harbor Park, 333 Ludlow
Street, Stamford, Connecticut, 06902 and our telephone number at that address is
(203) 425-8000. We also maintain operations in New York, Chicago and London. Our
international operations are conducted through our subsidiary, NYFIX Overseas
Inc., formerly known as Trinitech Systems International Inc. We maintain a Web
site at www.nyfix.com. Information contained on our Web site is not a part of
this prospectus.


                                      -12-


                              SELLING SHAREHOLDERS

              This prospectus relates to the reoffer and resale of shares issued
or that may be issued to the selling shareholders under the 1991 Plan. This
prospectus also relates to such indeterminate number of additional shares of our
common stock that may be acquired by the selling shareholders as a result of the
anti-dilution provisions of the 1991 Plan.

                 The following table sets forth (i) the number of shares of
common stock beneficially owned by each selling shareholder as of the date of
this prospectus, (ii) the number of shares of common stock to be offered for
resale by each selling shareholder and (iii) the number and percentage of shares
of common stock that each selling shareholder will beneficially own after
completion of this offering, assuming that all shares that may be offered for
resale are sold and no other shares beneficially owned by the selling
shareholders are also sold.

                                                     NUMBER OF                              NUMBER OF
                                                     SHARES OF           NUMBER OF         SHARES OF          PERCENTAGE OF
                                                    COMMON STOCK         SHARES OF        COMMON STOCK         OUTSTANDING
                                                    BENEFICIALLY          COMMON          BENEFICIALLY        COMMON STOCK
                                                   OWNED PRIOR TO       STOCK BEING        OWNED AFTER         OWNED AFTER
NAME                                                 OFFERING (1)        OFFERED (2)        OFFERING (3)       OFFERING (4)
- -----                                                --------            -------            --------           --------

Peter K. Hansen .............................        2,444,663           1,338,125          1,569,038           5.8%
Carl E. Warden ..............................          721,440              45,000            676,440           2.6%
Lars Kragh ..................................          696,375             281,250            478,125           1.8%
Richard A. Castillo .........................           61,250             100,000                  0           0
George O. Deehan ............................            0 (12              30,000                  0           0
William J. Lynch ............................           10,000              30,000                  0           0
- --------------------

*  Less than 1%

(1)       Unless otherwise indicated, we believe that all people named in the
          above table have sole voting and investment power with respect to all
          shares of common stock beneficially owned by them. A person is deemed
          to be the beneficial owner of securities that can be acquired by such
          person within 60 days from the date hereof upon the exercise of
          options, warrants or convertible securities. Each beneficial owner's
          percentage ownership is determined by assuming that options, warrants
          and convertible securities held by such person (but not those held by
          any other person) and which are exercisable or convertible within 60
          days have been exercised or converted.

(2)       Consists of shares issuable upon the exercise of options both
          currently exercisable and not currently exercisable.


                                      -13-


(3)       Beneficial ownership of shares held by each selling shareholder after
          this offering assumes that each selling shareholder sold all of the
          shares it is offering in this prospectus but actually will depend on
          the number of shares sold by such selling shareholder in this
          offering.

(4)       Assumes a base of 25,577,818 shares of our common stock outstanding.

(5)       Includes warrants and options to purchase 56,250 and 763,125 shares,
          respectively, of our common stock held by Mr. Hansen, all of which are
          currently exercisable. Does not include 462,500 shares of our common
          stock issuable upon exercise of unvested options.

(6)       Includes (i) 763,125 shares of our common stock issuable upon exercise
          of currently exercisable options granted pursuant to the 1991 Plan,
          (ii) 462,500 shares of our common stock issuable upon exercise of
          unvested options granted pursuant to the 1991 Plan and (iii) 112,500
          shares of our common stock already issued upon exercise of options
          granted pursuant to the 1991 Plan.

(7)       Includes 45,000 shares of our common stock issuable upon exercise of
          currently exercisable options granted pursuant to the 1991 Plan.

(8)       Includes 218,250 shares of our common stock issuable upon exercise of
          currently exercisable options. Does not include 63,000 shares of our
          common stock issuable upon exercise of unvested options.

(9)       Includes 218,250 shares of our common stock issuable upon exercise of
          currently exercisable options granted pursuant to the 1991 Plan and
          63,000 shares of our common stock issuable upon exercise of unvested
          options granted pursuant to the 1991 Plan.

(10)      Includes 16,250 shares of our common stock issuable upon exercise of
          currently exercisable options. Does not include 38,750 shares of our
          common stock issuable upon exercise of unvested options.

(11)      Includes (i)16,250 shares of our common stock issuable upon exercise
          of currently exercisable options granted pursuant to the 1991 Plan,
          (ii) 38,750 shares of our common stock issuable upon exercise of
          unvested options granted pursuant to the 1991 Plan and (iii) 45,000
          shares of our common stock already issued upon exercise of options
          granted pursuant to the 1991 Plan.

(12)      Does not include 30,000 shares of our common stock issuable upon
          exercise of unvested options.

(13)      Includes 30,000 shares of our common stock issuable upon exercise of
          unvested options granted pursuant to the 1991 Plan.


                                      -14-




(14)      Includes 10,000 shares of our common stock issuable upon exercise of
          currently exercisable options. Does not include 20,000 shares of our
          common stock issuable upon exercise of unvested options.

(15)      Includes 10,000 shares of our common stock issuable upon exercise of
          currently exercisable options granted pursuant to the 1991 Plan and
          20,000 shares of our common stock issuable upon exercise of unvested
          options granted pursuant to the 1991 Plan.


                                      -15-



                              PLAN OF DISTRIBUTION

            This offering is self-underwritten. Neither the selling shareholders
nor we have employed an underwriter for the sale of common stock by the selling
shareholders. We will bear all expenses in connection with the preparation of
this prospectus. The selling shareholders will bear all expenses associated with
the sale of the common stock. There can be no assurance that the selling
shareholders will sell any or all of the shares of common stock offered by them
under this prospectus or otherwise.

            At the time a selling shareholder makes an offer to sell shares, to
the extent required by the Securities Act, a prospectus will be delivered. If a
supplemental prospectus is required, one will be delivered setting forth the
number of shares being offered and the terms of the offering.

            The selling shareholders may offer for sale their shares of common
stock directly or through pledgees, donees, transferees or other successors in
interest in one or more of the following transactions:

            o    on any stock exchange on which the shares of common stock may
                 be listed at the time of sale;
            o    in negotiated transactions;
            o    in the over-the-counter market; or
            o    in a combination of any of the above transactions.


            The selling shareholders may offer their shares of common stock at
any of the following prices:

            o    Fixed prices which may be changed;
            o    market prices prevailing at the time of sale;
            o    prices related to such prevailing market prices; or
            o    at negotiated prices

            The selling shareholders may effect such transactions by selling
shares to or through broker-dealers, and all such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from the
selling shareholders and/or the purchasers of shares of common stock for whom
such broker-dealers may act as agents or to whom they sell as principals, or
both. Compensation as to particular broker dealers may be in excess of customary
commissions.

            Any broker-dealer acquiring common stock from the selling
shareholders may sell the shares either directly, in its normal market-making
activities, through or to other brokers on a principal or agency basis or to its
customers. Any such sales may be at prices then prevailing on the Nasdaq
National Market or at prices related to such prevailing market prices or at
negotiated prices to its customers or a combination of such methods. The selling
shareholders and any broker-dealers that act in connection with the sale of the
common stock hereunder might be

                                      -16-



deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on the
resale of shares purchased by them might be deemed to be underwriting discounts
and commissions under the Securities Act. Any such commissions, as well as other
expenses incurred by the selling shareholders and applicable transfer taxes, are
payable by the selling shareholders.

            The selling shareholders reserve the right to accept, and together
with any agent of the selling shareholder, to reject in whole or in part any
proposed purchase of the shares of common stock. The selling shareholders will
pay any sales commissions or other seller's compensation applicable to such
transactions.

            We have not registered or qualified offers and sales of shares of
the common stock under the laws of any country, other than the United States. To
comply with certain states' securities laws, if applicable, the selling
shareholders will offer and sell their shares of common stock in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the selling shareholders may not offer or sell
shares of common stock unless we have registered or qualified such shares for
sale in such states or we have complied with an available exemption from
registration or qualification.

            The selling shareholders have represented to us that any purchase or
sale of shares of our common stock by them will comply with Regulation M
promulgated under the Exchange Act. In general, Rule 102 under Regulation M
prohibits any person connected with a distribution of our common stock (a
"Distribution") from directly or indirectly bidding for, or purchasing for any
account in which he or she has a beneficial interest, any of our common stock or
any right to purchase our common stock, for a period of one business day before
his or her participation in the distribution and ending on the completion of his
or her participation in the distribution (we refer to that time period as the
"Distribution Period").

            During the Distribution Period, Rule 104 under Regulation M
prohibits the selling shareholders and any other persons engaged in the
Distribution from engaging in any stabilizing bid or purchasing shares of our
common stock except for the purpose of preventing or retarding a decline in the
open market price of our common stock. No such person may effect any stabilizing
transaction to facilitate any offering at the market. Inasmuch as the selling
shareholders will be reoffering and reselling our common stock at the market,
Rule 104 prohibits them from effecting any stabilizing transaction in
contravention of Rule 104 with respect to our common stock.


                                      -17-


                                  LEGAL MATTERS

            The validity of the shares of common stock offered by this
prospectus has been passed upon for us by Olshan Grundman Frome Rosenzweig &
Wolosky LLP, 505 Park Avenue, New York, New York 10022. Certain partners of
Olshan Grundman Frome Rosenzweig & Wolosky LLP beneficially own shares of our
common stock.


                                     EXPERTS

            The consolidated financial statements as of and for the year ended
December 31, 2000, incorporated by reference in this prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated by reference herein, and have been so incorporated
in reliance upon the report of such firm, given on their authority as experts in
accounting and auditing.

            The audited financial statements as of December 31, 1999 and for
each of the two years in the period ended December 31, 1999, included in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm experts in giving said reports.


                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

            Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers or persons
controlling us, we have been advised that it is the SEC's opinion that such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.


                                      -18-


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

            The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this Registration Statement and information that we
file later with the SEC will automatically update and replace this information.
We incorporate by reference the following documents:

            (1)  Our Annual Report on Form 10-K for the year ended December 31,
                 2000;

            (2)  Our Quarterly Report on Form 10-Q for the quarterly period
                 ended March 31, 2001; and

            (3)  The description of our common stock in our Registration
                 Statement on Form 8-A dated August 27, 1993.

            All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which de-registers all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

            Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

            Certain partners of Olshan Grundman Frome Rosenzweig & Wolosky LLP,
our counsel, beneficially own shares of our common stock.


                                      II-1


ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

            The Company was incorporated in New York. The New York Business
Corporation Law, or BCL, provides that if a derivative action is brought against
a director or officer of a corporation, the corporation may indemnify him or her
against amounts paid in settlement and reasonable expenses, including attorneys'
fees incurred by him or her, in connection with the defense or settlement of
such action, if such director or officer acted in good faith for a purpose which
he or she reasonably believed to be in the best interests of the corporation,
except that no indemnification shall be made without court approval in respect
of a threatened action, or a pending action settled or otherwise disposed of, or
in respect of any matter as to which such director or officer has been found
liable to the corporation. In a nonderivative action or threatened action, the
BCL provides that a corporation may indemnify a director or officer against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees incurred by him or her in defending such action, if such
director or officer acted in good faith for a purpose which he or she reasonably
believed to be in the best interests of the corporation.

            Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the bylaws of a
corporation or, when authorized by such certificate of incorporation or bylaws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification. The above is a general summary of certain
provisions of the BCL and is subject, in all cases, to the specific and detailed
provisions of Sections 721-725 of the BCL.

            Section 726 of the BCL also contains provisions authorizing a
corporation to obtain insurance on behalf of any director and officer against
liabilities, whether or not the corporation would have the power to indemnify
against such liabilities. We maintain insurance coverage under which our
directors and officers are insured, subject to the limits of the policy, against
certain losses, as defined in the policy, arising from claims made against such
directors and officers by reason of any wrongful acts as defined in the policy,
in their respective capacities as directors or officers.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.


                                      II-2


ITEM 8.  EXHIBITS

         4.1   Composite Certificate of Incorporation of the Registrant.
               (Previously filed as Exhibit 3.1 to Registrant's Amendment No. 1
               to Registration Statement on Form S-3 filed June 1, 2001, and
               incorporated herein by reference)
         4.2   By-Laws of the Registrant. (Previously filed as Exhibit 3.2 to
               Registrant's Registration Statement on Form 10 filed March 5,
               1993, and incorporated herein by reference)
         4.3   Amended and Restated 1991 Incentive Stock Option Plan of the
               Registrant. (Previously filed as Exhibit 10.3 to the Registrant's
               Annual Report on Form 10-KSB for the year ended December 31,
               1996, and incorporated herein by reference)
         4.4   Amendment No. 1 to Amended and Restated 1991 Incentive and
               Nonqualified Stock Option Plan. (Previously files as Exhibit 10.4
               to the Registrant's Annual Report on Form 10-K for the year ended
               December 31, 2000, and incorporated herein by reference)
         4.5   Amendment No. 2 to Amended and Restated 1991 Incentive and
               Nonqualified Stock Option Plan. (Previously filed as Exhibit 10.5
               to the Registrant's Annual Report on Form 10-K for the year ended
               December 31, 2000, and incorporated herein by reference)
         5.1   Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP,
               counsel to the Registrant, as to the legality of the securities
               being registered. *
         23.1  Consent of Deloitte & Touche LLP. *
         23.2  Consent of Arthur Andersen LLP. *
         23.3  Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP
               (contained in Exhibit 5.1). *
         24.1  Power of Attorney (included on signature page to this
               Registration Statement).
         -----------------

         *   Filed herewith.



                                      II-3



ITEM 9.  UNDERTAKINGS.

         (a)   The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement to
         include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information in the Registration Statement.

               (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial BONA FIDE offering thereof; and

               (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or 15(d) of
         the Securities Exchange Act of 1934 (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Securities Exchange Act of 1934) that is incorporated by
         reference in this Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial BONA FIDE offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the registrant will,
         unless in the opinion of its counsel the matter has been settled by a
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.


                                      II-4




                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on the 1st day of
June, 2001.
                                 NYFIX, INC.

                                 By: /s/ Peter K. Hansen
                                    --------------------------------------------
                                         Peter K. Hansen
                                         Chief Executive Officer and President


                                POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Peter K. Hansen, Chief Executive
Officer and President, and Richard A. Castillo, Chief Financial Officer, and
each of them individually, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him in his name, place
and stead, in any and all capacities, in connection with this Registration
Statement, including to sign and file in the name and on behalf of the
undersigned as director or officer of the Registrant (i) any and all amendments
or supplements (including any and all stickers and post-effective amendments) to
this Registration Statement, with all exhibits thereto, and other documents in
connection therewith, and (ii) any and all additional registration statements,
and any and all amendments thereto, relating to the same offering of securities
as those that are covered by this Registration Statement that are filed pursuant
to Rule 462(b) promulgated under the Securities Act of 1933 with the Securities
and Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

          Signature                                Title                               Date

/s/ Peter K. Hansen                Chief Executive Officer, President              June 1, 2001
- ------------------------------     and Director (Principal Executive Officer)
Peter K. Hansen

/s/ Richard A. Castillo            Chief Financial Officer (Principal              June 1, 2001
- ------------------------------
Richard A. Castillo                Accounting Officer)

/s/ George O. Deehan               Director                                        June 1, 2001
- ------------------------------
George O. Deehan

/s/ William J. Lynch               Director                                        June 1, 2001
- ------------------------------
William J. Lynch

/s/ Carl E. Warden                 Director                                        June 1, 2001
- ------------------------------
Carl E. Warden


                                      II-5


                                  EXHIBIT INDEX

4.1         Composite Certificate of Incorporation of the Registrant.
            (Previously filed as Exhibit 3.1 to Registrant's Amendment No. 1 to
            Registration Statement on Form S-3 filed June 1, 2001, and
            incorporated herein by reference)
4.2         By-Laws of the Registrant. (Previously filed as Exhibit 3.2 to
            Registrant's Registration Statement on Form 10 filed March 5, 1993,
            and incorporated herein by reference)
4.3         Amended and Restated 1991 Incentive Stock Option Plan of the
            Registrant. (Previously filed as Exhibit 10.3 to the Registrant's
            Annual Report on Form 10-KSB for the year ended December 31, 1996,
            and incorporated herein by reference)
4.4         Amendment No. 1 to Amended and Restated 1991 Incentive and
            Nonqualified Stock Option Plan. (Previously files as Exhibit 10.4 to
            the Registrant's Annual Report on Form 10-K for the year ended
            December 31, 2000, and incorporated herein by reference)
4.5         Amendment No. 2 to Amended and Restated 1991 Incentive and
            Nonqualified Stock Option Plan. (Previously filed as Exhibit 10.5 to
            the Registrant's Annual Report on Form 10-K for the year ended
            December 31, 2000, and incorporated herein by reference)
5.1         Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP, counsel
            to the Registrant, as to the legality of the securities being
            registered. *
23.1        Consent of Deloitte & Touche LLP. *
23.2        Consent of Arthur Andersen LLP. *
23.3        Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP (contained
            in Exhibit 5.1). *
24.1        Power of Attorney (included on signature page to this Registration
            Statement).

- --------------

*   Filed herewith.

EX-5

                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200


                                              June 1, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549


Re:  NYFIX, Inc. Registration Statement on Form S-8
     ----------------------------------------------

Ladies and Gentlemen:

            We have acted as counsel for NYFIX, Inc., a New York corporation
(the "Company"), in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission, with respect to the registration under the Securities Act
of 1933, as amended, of an aggregate of 1,000,000 shares (the "Shares") of
common stock, par value $.001 per share (the "Common Stock"), to be issued
pursuant to the Company's Amended and Restated 1991 Incentive and Nonqualified
Stock Option Plan (the "Plan").

            We advise you that we have examined originals or copies certified or
otherwise identified to our satisfaction of the Certificate of Incorporation and
By-laws of the Company, as amended, the Plan, the documents to be sent or given
to participants in the Plan, the Registration Statement and such other documents
and certificates as we have deemed appropriate as the basis for the opinion
hereinafter expressed. We have also relied upon representations and statements
of officers and representatives of the Company. In making such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to original documents
of documents submitted to us as certified or photostatic copies.

            Based upon the foregoing, we are of the opinion that the Shares,
when issued and paid for in accordance with the terms and conditions set forth
in the Plan, will be duly and validly issued, fully paid and non-assessable.




            We are members of the Bar of the State of New York. This opinion is
limited to the Federal laws of the United States and the laws of the State of
New York.

            We advise you that certain partners of Olshan Grundman Frome
Rosenzweig & Wolosky LLP own shares of Common Stock of the Company.

            We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Registration Statement. We are delivering this opinion to
the Company, and no person other than the Company may rely on it.

                                Very truly yours,

                            /s/ Olshan Grundman Frome Rosenzweig & Wolosky LLP
                            Olshan Grundman Frome Rosenzweig & Wolosky LLP

EX-23

                                                                    EXHIBIT 23.1


                          INDEPENDENT AUDITORS' CONSENT





We consent to the incorporation by reference in this Registration Statement of
NYFIX, Inc. and subsidiary on Form S-8 of our report dated March 2, 2001 (March
14, 2001 as to Note 18) appearing in the Annual Report on Form 10-K of NYFIX,
Inc. for the year ended December 31, 2000 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.


/s/ Deloitte & Touche LLP
Stamford, Connecticut
May 31, 2001

EX-23

                                                                    EXHIBIT 23.2



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS





As independent public accountants, we hereby consent to the incorproation by
reference in this registration statement of our report dated March 29, 2000
included in NYFIX, Inc. and subsidiaries' Form 10-K for the year ended December
31, 2000 and to all references to our Firm included in this registration
statement.


/s/ Arthur Andersen LLP
Arthur Andersen LLP
Stamford, Connecticut
May 29, 2001