8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): February 1, 2002
                                                         ----------------


                                   NYFIX, INC.
             (Exact name of registrant as specified in its charter)


New York                               0-21324                 06-1344888
- --------------------------------------------------------------------------------
(State or other jurisdiction        (Commission             (IRS Employer
of incorporation)                   File Number)            Identification No.)


                 333 Ludlow Street, Stamford, Connecticut 06902
                 ----------------------------------------------
                    (Address of principal executive offices)


            Registrant's telephone number, including area code: 203-425-8000
                                                                ------------

          -------------------------------------------------------------
         (Former name or former address, if changed since last report.)







Item 2.     Acquisition or Disposition of Assets.
            -------------------------------------

            In September 1999, NYFIX Millennium, L.L.C. ("NYFIX Millennium") was
formed by NYFIX, Inc. (the "Company") and seven international investment banks
and brokerage firms, consisting of Deutsche Bank, ABN Amro Securities (formerly
ING Barings), Lehman Brothers, Morgan Stanley, Alliance Capital (formerly
Sanford C. Bernstein & Co.), SG Cowen Securities Corp. and UBS Warburg (the
"Initial Partners"). Each partner, including the Company, invested $2.0 million
in NYFIX Millennium. Each of the Initial Partners received 25,000 units of NYFIX
Millennium, collectively owning a 50% membership interest in NYFIX Millennium,
with the Company owning the remaining 50%. In addition, the Company purchased an
option to buy from the Initial Partners an additional 30% membership interest in
NYFIX Millennium (the "Option"), for which the Company paid each of the Initial
Partners 281,250 shares of its common stock. The Option allowed the Company to
increase its membership interest in NYFIX Millennium up to 80% of the total
membership interest through the exchange of one share of its common stock for
each unit of NYFIX Millennium purchased, subject to certain adjustments.

            In March 2001, NYFIX Millennium added four more partners, consisting
of Bank of America, First Union Securities and LabMorgan Corporation (formerly
J.P. Morgan & Co. and Chase H&Q) (the "New Partners"). Pursuant to the terms of
the operating agreement of NYFIX Millennium, each New Partner invested $2.0
million in NYFIX Millennium and received 25,000 units of NYFIX Millennium. The
Company maintained its 50% membership interest in NYFIX Millennium in exchange
for reducing certain of its rights to share in future dividend distributions of
NYFIX Millennium. The Company issued 94,000 shares of its common stock to each
New Partner in return for the same Option noted above, with LabMorgan
Corporation (as the successor to two partners) receiving 188,000 shares.

            In a letter dated January 23, 2002, the Company notified the Initial
Partners and New Partners that the Company was exercising the Option, effective
February 1, 2002. In exchange for the increased membership interest in NYFIX
Millennium, the Company paid the Initial Partners and New Partners an aggregate
of 296,250 shares of its common stock, with each Initial Partner receiving
33,750 shares of common stock and each New Partner receiving 15,000 shares. As a
result, the Company now has an 80% membership interest in NYFIX Millennium.

Item 5.     Other Events.
            -------------

            On October 30, 2001, the Company entered into a Subordinated Loan
Agreement for Equity Capital (the "Loan Agreement") with NYFIX Millennium,
effective November 30, 2001, pursuant to which the Company loaned $6 million to
NYFIX Millennium. The loan is due on November 30, 2004 and earns interest at a
rate of 7.5% per annum. The Loan Agreement was found by the National Association
of Securities Dealers, Inc. (the "NASD") to be acceptable as a satisfactory
subordination agreement, effective as of November 30, 2001. A copy of the Loan
Agreement is attached hereto as Exhibit 10.1.





Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.
            -------------------------------------------------------------------

            (a) Financial Statement of Business Acquired. Pursuant to Item
            7(a)(4) of Form 8-K, the financial statements required by Item 7(a)
            will be filed no later than April 17, 2002.

            (b) Pro Forma Financial Information. Pursuant to Items 7(b)(2) and
            7(a)(4) of Form 8-K, the financial statements required by Item 7(b)
            will be filed no later than April 17, 2002.

            (c)         Exhibits.
                        ---------

            2.1         Limited Liability Company Operating Agreement of NYFIX
                        Millennium, L.L.C. Incorporated herein by reference from
                        Exhibit 10.4 to the Company's Annual Report on Form 10-K
                        for the year ended December 31, 1999.

            10.1        Subordinated Loan Agreement for Equity Capital, dated
                        October 30, 2001, between the Company and NYFIX
                        Millennium, L.L.C.


                                    SIGNATURE
                                    ---------

            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 hereunto duly authorized.


                                   NYFIX, INC.


Dated: February 14, 2002           By: /s/ Peter K. Hansen
                                       ----------------------------------------
                                       Name: Peter K. Hansen
                                       Title:   Chief Executive Officer

EX-10

                                  EXHIBIT 10.1
                                  ------------

                                      NASD

                           SUBORDINATED LOAN AGREEMENT
                               FOR EQUITY CAPITAL

                                      SL-5

                               AGREEMENT BETWEEN:



Lender NYFIX, Inc.
       -------------------------------------------------------------------------
                                      (Name)


333 Ludlow Street
- --------------------------------------------------------------------------------
                                (Street Address)


Stamford                                          CT                  06902
- --------------------------------------------------------------------------------
                      (City)                   (State)                (Zip)


                                       AND


Broker-Dealer   NYFIX Millennium L.L.C.
                ----------------------------------------------------------------
                                     (Name)


100 Wall Street
- --------------------------------------------------------------------------------
                                (Street Address)


New York                                        NY                   10005
- --------------------------------------------------------------------------------
        (City)                                (State)                (Zip)




NASD ID No:  103843
             -------------------------------------------------------------------
Date Filed:    10/30/01
          ----------------------------------------------------------------------

                                       4





                           SUBORDINATED LOAN AGREEMENT
                               FOR EQUITY CAPITAL

            AGREEMENT dated 10/30/01 to be effective 11/30/01 between NYFIX Inc.
(the "Lender") and NYFIX Millennium L.L.C. (the "Broker-Dealer").

            In  consideration  of the sum $  6,000,000.00  of and subject to the
terms and conditions hereinafter set forth, the Broker-Dealer promises to pay to
the lender or assigns on 11/30/04 (the "Scheduled  Maturity  Date")(the last day
of the month at least three years from the effective date of this  Agreement) at
the principal office of the  Broker-Dealer the  aforedescribed  sum and interest
thereon  payable at the rate of 7.5% per annum from the  effective  date of this
Agreement,  which  date  shall be the date so agreed  upon by the lender and the
Broker-Dealer  unless  otherwise  determined  by  the  National  Association  of
Securities Dealers,  Inc. (the "NASD"). This Agreement shall not be considered a
satisfactory  subordination  agreement  pursuant  to  the  provisions  of 17 CFR
240.15c3-d unless and until the NASD has found the Agreement acceptable and such
Agreement has become effective in the form found acceptable.

            The cash proceeds  covered by this Agreement shall be used and dealt
with by the  Broker-Dealer  as part of its  capital  and shall be subject to the
risks of the  business.  The  Broker-Dealer  shall have the right to deposit any
cash proceeds of the  Subordinated  Loan  Agreement in an account or accounts in
its own name in any bank or trust company.

            The  lender   irrevocably   agrees  that  the   obligations  of  the
Broker-Dealer  under this Agreement with respect to the payment of principal and
interest  shall be and are  subordinate  in right of payment  and subject to the
prior  payments  or  provision  for  payment  in full of all claims of all other
present  and future  creditors  of the  Broker-Dealer  arising out of any matter
occurring prior to the date on which the related Payment  Obligation (as defined
herein)  matures  consistent  with  the  provisions  of 17  CFR  240.15c3-1  and
240.15c3-d,  except for claims which are the subject of subordination agreements
which  rank on the same  priority  as or are  junior to the claim of the  Lender
under such subordination agreements.


I.          PERMISSIVE PREPAYMENTS (OPTIONAL)
            ---------------------------------

            At the  option of the  broker-Dealer,  but not at the  option of the
Lender,  payment of all or any part of the "Payment  Obligation"  amount  hereof
prior to the maturity date, may be made by the  Broker-Dealer  only upon receipt
of the prior written approval of the NASD, but in no event may any prepayment be
made  before  the  expiration  of one year from the date this  Agreement  became
effective.  No prepayment  shall be made if, after given effect  thereto (and to
all payments of Payment  Obligations  under any other  subordination  agreements
then outstanding,  the maturity of which are scheduled to fall due either within
six months after the date such prepayment is to occur or on or prior to the date
on which the Payment Obligation hereof is

                                       5


scheduled  to mature,  whichever  date is  earlier),  without  reference  to any
projected profit or loss of the Broker-Dealer,  either aggregate indebtedness of
the  Broker-Dealer  would  exceed 1000 percent of its net capital or such lesser
percent as may be made applicable to the Broker-Dealer  from time to time by the
NASD,  or a  governmental  agency or  self-regulatory  body  having  appropriate
authority, or if the Broker-Dealer is operating pursuant to paragraph (a)(1)(ii)
of 17 CFR  240.15c3-1,  its net  capital  would be less  than  five  percent  or
aggregate  debit items  computed in accordance  with 17 CFR  240.15c3-3a,  or if
registered as a futures commission  merchant, 7 percent of the funds required to
be  segregated  pursuant  to the  Commodity  Exchange  Act and  the  regulations
thereunder,  (less the market  value of  commodity  options  purchased by option
customers on or subject to the rules of a contract  market,  provided,  however,
the  deduction  for each  option  customer  shall be  limited  to the  amount of
customer funds in such option customer's account) if greater, or its net capital
would be less than 120 percent of the minimum  dollar amount  required by 17 CFR
15c3-1 including  paragraph  (a)(1)(ii),  if applicable,  or such greater dollar
amount  as  may be  made  applicable  to the  Broker-Dealer  by the  NASD,  or a
governmental agency or self-regulatory body having appropriate authority.

II.         SUSPENDED REPAYMENTS
            --------------------

            (A) The Payment  Obligation of the Broker-Dealer  shall be suspended
and shall not mature if after giving effect to such payment  (together  with the
payment  of  any  Payment  Obligation  of  the  Broker-Dealer  under  any  other
subordination   agreement   scheduled  to  mature  on  or  before  such  Payment
Obligation) the aggregate  indebtedness of the  Broker-Dealer  would exceed 1200
percent of its net capital or such lesser  percent as may be made  applicable to
the  Broker-Dealer  from time to time by the  NASD,  or  governmental  agency or
self-regulatory  body having appropriate  authority,  or if the Broker-Dealer is
operating pursuant to paragraph (a)(1)(ii) of 17 CFR 240.15c3-1, its net capital
would be less than 5 percent of  aggregate  debit items  computed in  accordance
with 17 CFR 240.15c3-3a,  or if registered as a futures commission  merchant,  6
percent  of the  funds  required  to be  segregated  pursuant  to the  Commodity
Exchange Act and the regulations thereunder, (less the market value of commodity
options  purchased by option  customers on or subject to the rules of a contract
market,  provided,  however,  the  deduction for each option  customer  shall be
limited to the amount of customer funds in such option customer's  account),  if
greater,  or its net capital would be less than 12 percent of the minimum dollar
amount  required  by  17  CFR  240.15c3-1  including  paragraph  (a)(1)(ii),  if
applicable,  or such  greater  dollar  amount as may be made  applicable  to the
Broker-Dealer  by the NASD, or a  governmental  agency or  self-regulatory  body
having appropriate authority.

            (b)(OPTIONAL) The Broker-Dealer agrees that if its obligation to pay
the  principal  amount  hereof  is  suspended  for a period of six  months,  the
Broker-Dealer will thereupon  commence a rapid and orderly complete  liquidation
of its  business.  The  date on which  the  liquidation  commences  shall be the
maturity  date  for  each  subordination  agreement  of the  Broker-Dealer  then
outstanding.

III.        NOTICE OF MATURITY
            ------------------

            The Broker-Dealer shall immediately notify the NASD if, after giving
effect to all payments of Payment  Obligations  under  subordination  agreements
then  outstanding  which  are

                                       6


then due or mature within six months without  reference to any projected  profit
or  loss  of  the  Broker-Dealer,  either  the  aggregate  indebtedness  of  the
Broker-Dealer  would exceed 1200 percent of its net capital, or in the case of a
Broker-Dealer  operating pursuant to paragraph  (a)(1)(ii) of 17 CFR 240.15c3-1,
its net capital would be less than 5 percent of aggregate  debit items  computed
in accordance with 17 CFR 240.15c3-3a,  or if registered as a futures commission
merchant,  6 percent of the funds  required  to be  segregated  pursuant  to the
Commodity Exchange Act and the regulations thereunder, (less the market value of
commodity  options purchased by option customers on or subject to the rules of a
contract market, provided, however, the deduction for each option customer shall
be limited to the amount of customer funds in such option customer's account) if
greater,  and in either case,  if its net capital would be less than 120 percent
of the minimum dollar amount required by 17 CFR 240.15c3-1  including  paragraph
(a)(1)(ii),  if  applicable,  or  such  greater  dollar  amount  as may be  made
applicable  to the  Broker-Dealer  by the  NASD,  or a  governmental  agency  or
self-regulatory body having appropriate authority.

IV.         BROKER-DEALERS CARRYING THE ACCOUNTS OF SPECIALISTS AND MARKET
            ---------------------------------------------------------------
            MAKERS IN LISTED OPTIONS
            ------------------------

            A  Broker-Dealer  who  guarantees,   endorses,   carries  or  clears
specialist  or  market-maker  transactions  in  options  listed  on  a  national
securities exchange or facility of a national  securities  association shall not
permit a reduction,  prepayment,  or repayment of the unpaid principal amount if
the effect would cause the equity  required in such  specialist or  market-maker
accounts  to exceed  1000  percent of the  Broker-Dealer's  net  capital or such
percent as may be made applicable to the Broker-Dealer  from time to time by the
NASD  or  a  government  agency  or  self-regulatory   body  having  appropriate
authority.

V.          LIMITATION ON WITHDRAWAL OF EQUITY CAPITAL

            The  proceeds  covered by this  Agreement  shall in all  respects be
subject to the provisions of paragraph (e) of 17 CFR 15c3-1. Pursuant thereto no
equity capital of the  Broker-Dealer  or a subsidiary or affiliate  consolidated
pursuant to 17 CFR 240.15c3-1c,  whether in the form of capital contributions by
partners,  par or stated value of capital  stock,  paid-in  capital in excess of
par, retained earnings or other capital accounts,  may be withdrawn by action of
a stockholder  or partner,  or by redemption or repurchase of shares of stock by
any of the  consolidated  entities or through the  payment of  dividends  or any
similar  distribution,  nor  may  any  unsecured  advance  or  loan be made to a
stockholder,  partner,  sole  proprietor,  or employee if,  after giving  effect
thereto and to any other such withdrawals, advances or loans and any payments of
Payment  Obligations  under  satisfactory  subordination  agreements  which  are
scheduled to occur within six months  following  such  withdrawals,  advances or
loan, either aggregate  indebtedness of any of the consolidated  entities exceed
1000 percent of its net  capital,  or in the case of a  Broker-Dealer  operating
pursuant to paragraph (a)(1)(ii) of 17 CFR 240.15c3-1,  its net capital would be
less than 5 percent of aggregate  debit items computed in accordance with 17 CFR
240.15c3-3a, or if registered as a futures commission merchant, 7 percent of the
funds required to be segregated  pursuant to the Commodity Exchange Act, and the
regulations  thereunder,  (less  the  market  value  of  the  commodity  options
purchased  by the  option  customers  on or  subject  to the rules of a contract
market, provided, however, the deduction for each option customer's account), if

                                       7



greater,  and in either case,  if its net capital would be less than 120 percent
of the minimum dollar amount required by 17 CFR 240.15c3-1  including  paragraph
(a)(1)(ii),  if  applicable,  or  such  greater  dollar  amount  as may be  made
applicable  to  the  Broker-Dealer  by  the  NASD,  or a  government  agency  or
self-regulatory body having appropriate  authority,  or should the Broker-Dealer
be  included  within  such  consideration,  if the total  outstanding  principal
amounts of satisfactory  subordination  agreements of the  Broker-Dealer  (other
than such  agreements  which  qualify  as equity  under  paragraph  (d)of 17 CFR
240.15c3-1)  would exceed 17 CFR 240.15c3-1,  for a period in excess of 90 days,
or for such longer  period  which the  Commission  may upon  application  of the
Broker-Dealer grant in the public interest or for the protection of investors.

VI.         BROKER-DEALERS REGISTERED WITH CFTC
            -----------------------------------

            If  the   Broker-Dealer   is  a  futures   commission   merchant  or
introductory  broker agent, that term is defined in the Commodity  Exchange Act,
the Organization  agreement  consistent with the requirements of Section 1.17(h)
of the regulations of the CFTC (17 CFR 1.17(h)), that:

(a) Whenever prior written notice by the  Broker-Dealer  to the NASD is required
pursuant to the provisions of this  Agreement,  the same written notice shall be
given  by  the  Broker-Dealer  to  (i)  the  CFTC  at its  principal  office  in
Washington,  D.C.,  attention  Chief Account of Division of Trading and Markets,
and/or (ii) the  commodity  exchange of which the  Organization  is a member and
which  is  then  designated  by  the  CFTC  as  the  Organization's   designated
self-regulatory organization (the DSRO);

(b)  Whenever  prior  written  consemt,  permission  or  approval of the NASD is
required pursuant to the provisions of this Agreement,  the Broker-Dealer  shall
also obtain the prior written consent, permission or approval of the CFTC and/or
of the DSRO; and,

(c)  Whenever the  Broker-Dealer  receives  written  notice of  acceleration  of
maturity pursuant to the provisions of this Agreement,  the Broker-Dealer  shall
promptly  give written  notice  thereof to the CFTC at the address  above stated
and/or to the DSRO.

VII.        SUBORDINATION OF ACCRUED INTEREST PAYABLE (OPTIONAL)
            ----------------------------------------------------

            The  Lender  and the  Borrower  hereby  elect to have  all  eligible
accrued  interest  payable on this loan  considered as  additional  subordinated
capital  for  purposes  of  computing  net  capital,  subject  to the  terms and
conditions set forth in the instructions. The amount of accrued interest payable
per month is  $______________________  and the  aggregate  total of all eligible
monthly amounts will be $______________________.


- ------------------------------------          ----------------------------------
(Borrower's Initial)         (Date)           (Lender's Initial)        (Date)


                                       8



VIII.       GENERAL
            -------

            In the event of the  appointment  of a  receiver  or  trustee of the
Broker-Dealer  or in the event of its  insolvency,  liquidation  pursuant to the
Securities Investor Protection Act of 1970 or otherwise, bankruptcy,  assignment
for  the  benefit  of  creditors  reorganizations  whether  or not  pursuant  to
bankruptcy  laws, or any other  marshaling of the assets and  liabilities of the
Broker-Dealer, the Payment Obligation of the Broker-Dealer shall mature, and the
holder  hereof  shall  not be  entitled  to  participate  or  share  ratably  or
otherwise, in the distribution of the assets of the Broker-Dealer,  whose claims
are senior hereto, have been fully satisfied.

            This Agreement  shall not be subject to  cancellation  by either the
Lender or the  Broker-Dealer,  and no payment  shall be made,  nor the Agreement
terminated,  rescinded or modified by mutual  consent or otherwise if the effect
thereof would be  inconsistent  with the  requirements  of 17 CFR 240.15c3-1 and
240.15c3-1(d).

            This Agreement may not be transferred,  sold, assigned,  pledged, or
otherwise  encumbered or otherwise  disposed of, and no lien,  charge,  or other
encumbrance  may be created or permitted to be created thereof without the prior
written consent of the NASD.

            The Lender  irrevocably agrees that the loan evidenced hereby is not
being  made in  reliance  upon the  standing  of the  Broker-Dealer  as a member
organization of the NASD or upon the NASD  surveillance  of the  Broker-Dealer's
financial  position or its compliance  with the By-Laws,  rules and practices of
the NASD. The Lender has made such  investigation of the  Broker-Dealer  and its
partners,  officers,  directors,  and stockholders as the Lender deems necessary
and appropriate under the circumstances.

            The Lender is not relying  upon the NASD to provide any  information
concerning  or  relating  to the  Broker-Dealer  and agrees that the NASD has no
responsibility to disclose to the Lender any information  concerning or relating
to the Broker-Dealer which it may now, or at any future time, have.

            The term "Broker-Dealer",  as used in this Agreement,  shall include
the broker-dealer, its heirs, executors, administrators, successors and assigns.

            The term  "Payment  Obligation"  shall  mean the  obligation  of the
Broker-Dealer  to repay cash  loaned to it pursuant  to this  Subordinated  Loan
Agreement.

            The  provisions  of  this  Agreement   shall  be  binding  upon  the
Broker-Dealer   and  the  Lender,   and  their  respective   heirs,   executors,
administrators, successors, and assigns.

            Any controversy  arising out of or relating to this Agreement may be
submitted to and settled by arbitration pursuant to the By-Laws and rules of the
NASD.  The  Broker-Dealer  and the Lender  shall be  conclusively  bound by such
arbitration.

                                       9


            This   instrument   embodies  the  entire   agreement   between  the
Broker-Dealer and the Lender and no other evidence of such agreement has been or
will be executed without prior written consent of the NASD.

            This Agreement shall be deemed to have been made under, and shall be
governed by, the laws of the State of New York in all respects.

            IN WITNESS  WHEREOF the  parties  have set their hands and seal this
30th day of October, 2001.


                                    NYFIX Millennium L.L.C
                                    --------------------------------------------
                                             (Name of Broker-Dealer)


                                    By /s/ Daniel A. Nole             L.S.
                                    --------------------------------------------
                                              (Authorized Person)



                                    /s/ Peter K. Hansen               L.S.
                                    --------------------------------------------
                                                      (Lender)



                     FOR NASD USE ONLY


                     ACCEPTED BY: /s/ Gerald Dougherty
                                 --------------------------------------
                                              (Name)


                                    Assistant Director
                                 --------------------------------------
                                              (Title)


                     EFFECTIVE DATE:   November 30, 2001
                                     ----------------------------------

                     LOAN NUMBER:  10-E-SLA-11492
                                  -------------------------------------

                                       10





                          SUBORDINATION LOAN AGREEMENT
                              LENDER'S ATTESTATION

            It is recommended that you discuss the merits of this investment
with an attorney, accountant or some other person who has knowledge and
experience in financial and business matters prior to executing this Agreement.

1.          I have received and reviewed NASD Form SLD, which is a reprint of
            Appendix D of 17 CFR 240.15c3-1, and am familiar with its
            provisions.

2.          I am aware that the funds or securities subject to this Agreement
            are not covered by the Securities Investor Protection Act of 1970.

3.          I understand that I will be furnished financial statements pursuant
            to SEC Rule 17a-5(c).

4.          On the date this Agreement was entered into, the Broker-Dealer
            carried funds or securities for my account. (State Yes or No) No


5.          Lender's business relationship to the Broker-Dealer is: 50% owner.

6.          If the partner or stockholder is not actively engaged in the
            business of the Broker-Dealer, acknowledge receipt of the following:
            Lender is actively engaged.

a.          Certified audit and accountant's certificate dated_____________.

            b.          Disclosure of financial and/or operational problems
                        since the last certified audit which required reporting
                        pursuant to SEC Rule 17a-11. (If no such reporting was
                        required, state "none")
                        __________________________________________.

            c.          Balance sheet and statement of ownership equity dated
                        _______________________________________________.

            d.          Most recent computation of net capital and aggregate
                        indebtedness or aggregate debit items dated __________,
                        reflecting a net capital of $ __________________ and a
                        ratio of __________________________.

            e.          Debt/equity ratio as of _____________________ of
                        _________.

            f.          Other disclosures: ____________________________________.


Dated: 10/30/01       /s/ Peter K. Hansen                   L.S.
       ---------      -------------------------------------------
                                      (Lender)

                                       11