8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 8-K/A

                                 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.  ("NYFIX"  or 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.),  Societe Generale (SG Cowen)
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,  Wachovia  Securities  (formerly 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.

            As reported on a Form 8-K dated February 1, 2002 (filed February 14,
2002) (the  "Original  8-K"),  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  of  common  stock.  As a  result,  the  Company  now  has an 80%
membership interest in NYFIX Millennium.

            This Form  8-K/A  amends  the  Original  8-K to  include  historical
financial statements of NYFIX Millennium,  as required by Item 7(a) of Form 8-K,
as well as certain pro forma information, as required by Item 7(b) of Form 8-K.

                                       2





Item 7.     Financial Statements and Exhibits.
            ----------------------------------

      (a)   Financial Statements of NYFIX Millennium, L.L.C.

            (i) Audited financial  statements of NYFIX Millennium,  L.L.C. as of
            December  31, 2001 and for the year ended  December 31, 2001 and for
            the period  September  9, 1999 (date of  inception)  to December 31,
            2001,  including the report  thereon of Deloitte  &  Touche LLP,
            Independent Auditors.

                                       3












             NYFIX MILLENNIUM, L.L.C. (A DEVELOPMENT STAGE COMPANY)





                              FINANCIAL STATEMENTS
   FOR THE YEAR ENDED DECEMBER 31, 2001, AND FOR THE PERIOD SEPTEMBER 9, 1999
                            TO DECEMBER 31, 2001 AND
                          INDEPENDENT AUDITORS' REPORT

                                       4





INDEPENDENT AUDITORS' REPORT


To the Members of
NYFIX Millennium, L.L.C.
New York, New York


We have audited the following financial  statements of NYFIX Millennium,  L.L.C.
(a development  stage company) (the "Company"),  as of December 31, 2001 and for
the year ended  December 31, 2001 and for the period  September 9, 1999 (date of
inception) to December 31, 2001 that you are filing pursuant to Rule 17a-5 under
the Securities Exchange Act of 1934.
                                                                    Page
            Statement of Financial Condition                          7
            Statements of Operations                                  8
            Statements of Cash Flows                                  9
            Statements of Changes in Members' Capital                10
            Statements of Changes in Subordinated Borrowings         11

These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial  position of the Company at December 31, 2001,  and the
results of its  operations  and its cash flows for the year ended  December  31,
2001 and for the period from  September 9, 1999 (date of  inception) to December
31, 2001 in conformity  with  accounting  principles  generally  accepted in the
United States of America.

                                       5





The Company is in the  development  stage at December 31, 2001.  As discussed in
Note 1 to the  financial  statements,  successful  completion  of the  Company's
development program and, ultimately,  the attainment of profitable operations is
dependent  upon future  events,  including  maintaining  adequate  financing  to
fulfill its  development  activities,  and achieving a revenue level adequate to
support the Company's cost structure.



/s/ DELOITTE & TOUCHE LLP

February 22, 2002

                                       6





NYFIX MILLENNIUM L.L.C.
(A Development Stage Company)

STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 2001
- --------------------------------------------------------------------------------


ASSETS

CASH                                                               $  2,585,436

SECURITIES - At estimated market value                                8,492,031

PROPERTY AND EQUIPMENT - Net                                          4,799,343

OTHER ASSETS                                                            469,951
                                                                   ------------

TOTAL ASSETS                                                       $ 16,346,761
                                                                   ============

LIABILITIES AND MEMBERS' CAPITAL

LIABILITIES:
  Due to NYFIX, Inc.                                               $  5,221,736
  Subordinated loan payable to NYFIX, Inc.                            6,000,000
  Accounts payable and accrued expenses                               1,246,397
                                                                   ------------

           Total liabilities                                         12,468,133
                                                                   ------------

MEMBERS' CAPITAL:
  Capital contributions                                              24,000,000
  Deficit accumulated while in development stage                    (20,121,372)
                                                                   ------------

           Total members' capital                                     3,878,628
                                                                   ------------

TOTAL LIABILITIES AND MEMBERS' CAPITAL                             $ 16,346,761
                                                                   ============


See notes to financial statements.

                                       7





NYFIX MILLENNIUM L.L.C.
(A Development Stage Company)

STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

                                                                       Period
                                                                     September 9,
                                                                     1999 (Date of
                                                                     Inception) to
                                                     Year Ended      December 31,
                                                        2001           2001

REVENUES:
  Commissions                                       $   142,139      $   142,139
  Interest income                                       294,528        1,141,106
  Other                                                   1,368            1,368
                                                    -----------      -----------
           Total revenues                               438,035        1,284,613
                                                    -----------      -----------

EXPENSES:
  Employee compensation and benefits                  6,149,337       11,440,603
  Communications and data processing                  2,597,044        3,864,078
  Occupancy                                             861,149        1,497,502
  Marketing and promotion                               568,060          827,533
  Professional services                                 276,339          833,549
  Depreciation and amortization                         960,159        1,328,741
  Interest expense                                       43,151           43,151
  Clearing                                               33,512           33,512
  Administrative and other                              542,827        1,537,316
                                                    -----------      -----------

           Total expenses                            12,031,578       21,405,985
                                                    -----------      -----------

NET LOSS                                            $11,593,543      $20,121,372
                                                    ===========      ===========


See notes to financial statements.

                                       8




NYFIX MILLENNIUM L.L.C.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS
- ---------------------------------------------------------------------------------------
                                                                             Period
                                                                          September 9,
                                                                          1999 (Date of
                                                                          Inception) to
                                                            Year Ended    December 31,
                                                               2001           2001

OPERATING ACTIVITIES:
  Net loss                                                $(11,593,543)   $(20,121,372)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Depreciation and amortization                              960,159       1,328,741
  Changes in operating assets and liabilities:
    Increase in other assets                                  (115,330)       (469,951)
    Increase in due to NYFIX, Inc.                           3,236,655       5,221,736
    Increase in accounts payable and accrued expenses          707,633       1,246,397
                                                            ----------     -----------

             Net cash used in operating activities          (6,804,426)    (12,794,449)
                                                            ----------     -----------

INVESTING ACTIVITIES:
  Purchases of securities, net                              (2,088,010)     (8,492,031)
  Purchases of property and equipment                       (2,777,333)     (6,128,084)
                                                            ----------     -----------

            Net cash used in investing activities           (4,865,343)    (14,620,115)
                                                            ----------     -----------

FINANCING ACTIVITIES:
  Increase in subordinated loan payable to NYFIX, Inc.       6,000,000       6,000,000
  Capital contributions                                      8,000,000      24,000,000
                                                            ----------     -----------

            Net cash provided by financing activities       14,000,000      30,000,000
                                                            ----------     -----------


NET INCREASE IN CASH                                         2,330,231       2,585,436

CASH, BEGINNING OF PERIOD                                      255,205           --
                                                            ----------     -----------

CASH, END OF PERIOD                                         $2,585,436     $ 2,585,436
                                                            ==========     ===========

See notes to financial statements.

                                       9





NYFIX MILLENNIUM, L.L.C.
(A Development Stage Company)

STATEMENTS OF CHANGES IN MEMBERS' CAPITAL
- --------------------------------------------------------------------------------

                                                 Period
                                              September 9,
                                              1999 (Date of
                                              Inception) to
                               Year Ended     December 31,
                                  2001          2001

BALANCE, BEGINNING OF PERIOD   $ 7,472,171   $      --

  Capital contributions          8,000,000    24,000,000

  Net loss                      11,593,543    20,121,372
                               -----------   -----------

BALANCE, DECEMBER 31, 2001     $ 3,878,628   $ 3,878,628
                               ===========   ===========


See notes to financial statements.

                                       10




NYFIX MILLENNIUM, L.L.C.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN SUBORDINATED BORROWINGS
- --------------------------------------------------------------------------------

                                                               Period
                                                            September 9,
                                                            1999 (Date of
                                                            Inception) to
                                                Year Ended  December 31,
                                                   2001       2001

SUBORDINATED BORROWINGS, BEGINNING OF PERIOD   $     --     $     --

Issuance of subordinated notes                  6,000,000    6,000,000
                                               ----------   ----------

SUBORDINATED BORROWINGS, DECEMBER 31, 2001     $6,000,000   $6,000,000
                                               ==========   ==========

See notes to financial statements

                                       11





NYFIX MILLENNIUM, l.l.c.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------


1.          ORGANIZATION

            NYFIX  Millennium,  L.L.C.  (the  "Company") is a limited  liability
            company that was  organized  on  September 9, 1999.  The Company was
            organized     primarily    for    the    purpose    of    generating
            transaction-oriented   revenue  by  providing   broker-dealers   and
            institutional  investors with stock market trade executions  through
            an alternative  trading system ("ATS").  Through  September 4, 2001,
            activities  consisted  primarily  of the  development  of an ATS. On
            September  5, 2001,  the  Company  placed the ATS into  service  and
            revenue began to be generated.  The Company is owned by NYFIX,  Inc.
            ("NYFIX")  and a group of eleven  banks and  brokerage  firms,  (the
            "Other Members"),  (collectively, the "Members"). As of December 31,
            2001,  NYFIX owns 50% of the Company  and the Other  Members own the
            remaining 50%. NYFIX  contributed  technology and $2 million for its
            member's  interest and the Other Members each contributed $2 million
            for their members'  interests for a total cash  contributed  capital
            amount of $24,000,000.  In addition,  NYFIX purchased an option from
            the Other Members allowing NYFIX to purchase up to an additional 30%
            of the Company's members' interests from the Other Members. See Note
            7.

            The Company is registered as a broker-dealer in securities under the
            Securities Exchange Act of 1934 and operates as an ATS in compliance
            with  Securities  and  Exchange   Commission  ("SEC")   regulations.
            Further,  the  Company is a member of the  National  Association  of
            Security Dealers, Inc.

2.          SIGNIFICANT ACCOUNTING POLICIES

            Securities  -  Security  transactions  and the  related  income  and
            expense are recorded on a trade-date  basis.  Interest is accrued as
            earned.  Securities  are carried at estimated  market value based on
            quoted market  prices,  with the realized and  unrealized  gains and
            losses reflected within  operations.  All securities are held in the
            Company's name and custodied with one major  financial  institution.
            There were no gains or losses on sales of securities during the year
            ended December 31, 2001.

            Commissions  -  Commissions  and the related  clearing  expenses are
            recorded on a trade-date basis as securities transactions occur.

            Property and Equipment - Property and equipment are recorded at cost
            and are depreciated over their estimated  useful lives,  which range
            from 3 to 5 years, on a straight-line basis.  Leasehold improvements
            are amortized over the lesser of their economic  useful lives or the
            terms of the related  leases.  Costs incurred for computer  software
            developed  or  obtained  for  internal  use,  including  payroll and
            payroll-related   costs  for   employees   incurred  in   developing
            internal-use  software,  are capitalized  during  development  stage
            activities.  Upon placing the software into  service,  the costs are
            amortized,  on a straight-line basis, over three years.

                                       12





            Income  Taxes - The Company is a limited  liability  company that is
            treated as a partnership  for federal and state income tax purposes.
            As  such,  the  Company  is not  subject  to  income  tax.  The loss
            applicable  to the  operations  of the Company is  includable in the
            income tax returns of the Members.

            Members' Capital - Capital contributions of the members are recorded
            as received.  Withdrawal  of capital by a member would be recognized
            at the withdrawal date. There have been no withdrawals of capital.

            Use of  Estimates  - The  preparation  of  financial  statements  in
            conformity  with  accounting  principles  generally  accepted in the
            United States of America  requires  management to make estimates and
            assumptions   that  affect  the  reported   amounts  of  assets  and
            liabilities  and  disclosure  of  contingent  assets and  contingent
            liabilities at the date of the financial statements and the reported
            amounts of revenues and  expenses  during the year.  Actual  results
            could differ from those estimates.

            Reclassifications - Certain amounts in the financial  statements for
            the period  September  9, 1999 (date of  inception)  to December 31,
            2001 have been reclassified to conform to the 2001 presentation.

            New  Accounting  Pronouncement  - On January 1,  2001,  the  Company
            adopted SFAS No. 133,  Accounting  for  Derivative  Instruments  and
            Hedging  Activities,  as  amended  in June  1999 by  SFAS  No.  137,
            Accounting  for  Derivative  Instruments  and Hedging  Activities  -
            Deferral of the Effective  Date of SFAS No. 133, and in June 2000 by
            SFAS No. 138,  Accounting  for Certain  Derivative  Instruments  and
            Certain Hedging Activities (collectively,  "SFAS No. 133"). SFAS No.
            133 requires that all  derivatives,  including  certain  derivatives
            embedded in other  contracts,  be  recognized  in the  statement  of
            financial  condition,  either as assets  or as  liabilities,  and be
            measured  at their fair value.  The  adoption of SFAS No. 133 had no
            impact on the  Company's  financial  statements.  As of December 31,
            2001, the Company had no derivatives.

3.          PROFIT AND LOSS ALLOCATIONS

            Pursuant to the Company's operating agreement, the first $22 million
            in losses of the Company  will be  allocated  to the Other  Members,
            which  equals their  capital  investment  in the  Company.  Profits,
            distributed as dividends,  are allocated 76% to NYFIX and 24% to the
            Other  Members.  In the event of  liquidation,  distribution  of the
            assets  of  the  Company  will  be  distributed  to the  Members  in
            accordance with the extent of their positive capital accounts.

4.          REGULATORY NET CAPITAL REQUIREMENT

            The Company is subject to the Uniform Net Capital Rule (Rule 15c3-1)
            under the  Securities  and Exchange Act of 1934,  which requires the
            maintenance  of minimum net capital and  requires  that the ratio of
            aggregate  indebtedness  to net capital  both as defined,  shall not
            exceed 15 to 1. At December 31, 2001, the Company had regulatory net
            capital  and  minimum   regulatory  net  capital   requirements   of
            $4,614,752  and  $431,209,  respectively.  The Company's net capital
            ratio was 1.40 to 1 at December 31, 2001.

                                       13





5.          RELATED PARTY TRANSACTIONS

            During  2001,  and for the period  September 9, 1999 to December 31,
            2001, certain operating costs and capital  expenditures were paid by
            NYFIX on behalf of the Company. Such costs are being repaid to NYFIX
            with the  unpaid  balance  reflected  as Due to NYFIX,  Inc.  on the
            Company's statement of financial condition. The balance due to NYFIX
            was $5,221,736 at December 31, 2001.

            NYFIX has entered into  several  lease  agreements  for computer and
            office equipment and office space. The equipment and office space is
            used by the Company under the terms of a management  agreement  with
            NYFIX. The management  agreement requires the Company to repay NYFIX
            for the amount of the lease payments on a month-to-month  basis. The
            leases  in effect at  December  31,  2001  expire at  various  dates
            through November 2005.

            Future  payments  to NYFIX for such  leases  are  expected  to be as
            follows:

            Year Ending
            December 31,

               2002                                           $  508,616
               2003                                              452,201
               2004                                              447,691
               2005                                              302,190
                                                               ---------

                                                              $1,710,698
                                                              ==========

            Loans have been made to an officer of the  Company.  These loans are
            unsecured  and are  repayable  during 2002.  Loans  receivable  were
            $150,000 at  December  31,  2001 and are  included  in other  assets
            within the accompanying statement of financial condition.

            On October 30, 2001, the Company  entered into a  Subordinated  Loan
            Agreement  for  Equity  Capital  (the "Loan  Agreement")  with NYFIX
            effective  November  30,  2001,   pursuant  to  which  NYFIX  loaned
            $6,000,000 to the Company.  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.  The  subordinated  loan  is
            available  in  computing  net  capital  under the SEC's  uniform net
            capital  rule.  To the  extent  that such loan is  required  for the
            Company's   continued    compliance   with   minimum   net   capital
            requirements,  it may not be  repaid.  The fair  value of this  loan
            approximates  the  carrying  value  in the  statement  of  financial
            condition. Interest expense was $43,151 on the Loan Agreement during
            the year ended December 31, 2001.

                                       14





6.          PROPERTY AND EQUIPMENT

            As of December 31, 2001,  the  Company's  property and  equipment is
            comprised of the following:


            Software                                                     $2,503,045
            Office computers                                              1,846,697
            Data center equipment                                         1,276,557
            Furniture, fixtures, and leasehold improvements                 501,785
            Less accumulated depreciation and amortization               (1,328,741)
                                                                        -----------
                                                                         $4,799,343
                                                                        ===========
7.          SUBSEQUENT EVENT

            On  February  1, 2002,  NYFIX  exercised  its option to  purchase an
            additional  30% of the  Company  by issuing  shares of NYFIX  common
            stock to the Other Members,  thereby making the Company an 80% owned
            subsidiary of NYFIX.


                                       15





      (b)   Pro Forma Financial Information

            (i) NYFIX, Inc.

                (A)   Unaudited Pro Forma Combined  Balance Sheet as of December
                      31, 2001.

                (B)   Unaudited Pro Forma  Combined  Statement of Operations for
                      the year ended December 31, 2001.

                (C)   Notes to Pro Forma Combined Financial Information.


               UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

            The following Unaudited Pro Forma Combined Financial  Information is
based on the historical  financial  statements of NYFIX and NYFIX Millennium and
has been  prepared to  illustrate  the effect of NYFIX's  acquisition  of an 80%
ownership  interest in NYFIX Millennium  through the exercise of the Option (the
"Option Exercise").  The Unaudited Pro Forma Combined Financial  Information has
been prepared using the purchase method of accounting.

            The Unaudited Pro Forma Combined  Balance Sheet at December 31, 2001
gives effect to the Option  Exercise as if it had occurred on December 31, 2001,
and was prepared  based upon NYFIX's  consolidated  balance sheet as of December
31, 2001 and NYFIX Millennium's  statement of financial condition as of December
31, 2001.

            The Unaudited  Pro Forma  Combined  Statement of Operations  for the
year ended  December  31, 2001 gives  effect to the addition of the New Partners
and the Option  Exercise as of January 1, 2001. The Unaudited Pro Forma Combined
Statement of Operations  for the year ended December 31, 2001 was prepared based
upon the consolidated Statement of Earnings of NYFIX for the year ended December
31, 2001 and the Statement of Operations of NYFIX  Millennium for the year ended
December 31, 2001.

            The Unaudited Pro Forma Combined  Financial  Information is based on
certain assumptions and adjustments  described in the notes to the Unaudited Pro
Forma Combined Financial  Information included in this report and should be read
in  conjunction  with  the  historical  financial  statements  and  accompanying
disclosures  contained  in NYFIX's  December  31,  2001  consolidated  financial
statements and notes thereto, and NYFIX Millennium's December 31, 2001 financial
statements and notes thereto.

            The Unaudited Pro Forma  Combined  Financial  Information  presented
below does not reflect  future events that may occur after the Option  Exercise.
As a result of these assumptions,  estimates and uncertainties, the accompanying
Unaudited Pro Forma Combined Financial  Information does not purport to describe
the actual  financial  condition or results of  operations  that would have been
achieved had the Option  Exercise in fact occurred on the dates  indicated,  nor
does it purport to predict  NYFIX's  future  financial  condition  or results of
operations.  The acquisition will be accounted for as a purchase.  NYFIX has not
completed the final  allocation of the purchase price to tangible and intangible

                                       16





assets of NYFIX Millennium. Asset valuations will be performed by an independent
third-party and are ongoing as of the date of this filing.

                                       17





                     NYFIX, INC. AND NYFIX MILLENNIUM L.L.C.
                   UNAUDITED PRO FORMA COMBINED BALANCE SHEETS
                                 (IN THOUSANDS)


                                                                                 DECEMBER 31, 2001
                                                                 ---------------------------------------------------------
                                                                                 NYFIX             Pro
                                                                                 Millen-          Forma
                                                                    NYFIX,       nium,            Adjust-        Pro Forma
ASSETS                                                               Inc.        L.L.C.           ments          Combined
                                                                 ---------------------------------------------------------
CURRENT ASSETS
   Cash and cash equivalents                                      $  4,968     $  2,585        $     --         $  7,553
   Short-term investments in marketable securities                  28,974        8,492              --           37,466
   Accounts receivable, net                                         12,949          114              --           13,063
   Inventory, net                                                    1,599           --              --            1,599
   Prepaid expenses and other current assets                         2,139          284              --            2,423
   Due from NYFIX Millennium                                         5,222           --          (5,222)(B)           --
   Deferred income taxes                                               443           --              --              443
                                                                  --------     --------        --------         --------
                     Total Current Assets                           56,294       11,475          (5,222)          62,547
PROPERTY AND EQUIPMENT, net                                         14,366        4,799              --           19,165
INVESTMENT IN NYFIX MILLENNIUM                                      27,500           --         (27,500)(A)           --
NOTE RECEIVABLE FROM NYFIX MILLENNIUM                                6,043           --          (6,043)(B)           --
GOODWILL AND OTHER ACQUIRED INTANGIBLES                                 --           --          30,006 (A)       30,006
DEFERRED INCOME TAXES                                                  348           --              --              348
OTHER ASSETS                                                         4,021           73              --            4,094
                                                                  --------     --------        ---------       ---------
                     TOTAL ASSETS                                 $108,572     $ 16,347        $ (8,759)        $116,160
                                                                  ========     ========        ========        =========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable                                               $  3,848     $    921        $     --         $  4,769
   Accrued expenses                                                  3,530          325             (43)(B)        3,812
   Due to NYFIX, Inc.                                                   --        5,222          (5,222)(B)           --
   Current portion of capital lease obligations                        952           --              --              952
   Advance billings                                                    451           --              --              451
                                                                   -------     --------        --------         --------
                     Total Current Liabilities                       8,781        6,468          (5,265)           9,984

LONG-TERM PORTION OF CAPITAL LEASE OBLIGATIONS                         549           --              --              549
NOTE PAYABLE TO NYFIX, INC.                                             --        6,000          (6,000)(B)           --
                                                                   ---------   --------        --------        ---------
                     Total Liabilities                               9,330       12,468         (11,265)          10,533
                                                                   ---------   --------        --------        ---------

MINORITY INTEREST IN SUBSIDIARY                                         --           --           1,879 (A)        1,879
                                                                   ---------   --------        --------        ---------

                                       18





                   UNAUDITED PRO FORMA COMBINED BALANCE SHEETS
                                 (IN THOUSANDS)

                                   (CONTINUED)
                                                                     DECEMBER 31, 2001
                                                    ---------------------------------------------------
                                                                    NYFIX          Pro
                                                                    Millen-       Forma
                                                       NYFIX,       nium,         Adjust-     Pro Forma
                                                        Inc.        L.L.C.        ments       Combined
                                                    ----------    -----------  -------------  --------
SHAREHOLDERS' EQUITY
Preferred stock                                      $    --      $    --      $    --      $      --
Common stock                                                29         --           --             29
Additional paid-in capital                             110,498       24,000      (24,000)(A)  115,004
                                                                                   4,506 (C)
Retained earnings (accumulated deficit)                  8,442      (20,121)      20,121 (A)    8,442
Due from officers and directors                           (592)        --           --           (592)
Accumulated other comprehensive loss                       (35)        --           --            (35)
Treasury stock                                         (19,100)        --           --        (19,100)
                                                     ---------    ---------    ---------    ---------
                  Total Shareholders' Equity            99,242        3,879          627      103,748
                                                     ---------    ---------    ---------    ---------
                  TOTAL LIABILITIES AND
                  SHAREHOLDERS' EQUITY               $ 108,572    $  16,347    $  (8,759)   $ 116,160
                                                     =========    =========    =========    =========


See notes to pro forma combined financial information.

                                       19





                     NYFIX, INC. AND NYFIX MILLENNIUM L.L.C.
              UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


                                                                     YEAR ENDED DECEMBER 31, 2001
                                                           -------------------------------------------------------
                                                                             NYFIX             Pro
                                                                             Millen-          Forma
                                                              NYFIX,         nium,            Adjust-   Pro Forma
                                                               Inc.          L.L.C.           ments     Combined
                                                           -------------------------------------------------------
REVENUES                                                     $ 41,397        $    144           --     $    41,541
COST OF REVENUES                                                9,331             369           --           9,700
                                                             --------        --------       ------     -----------

GROSS PROFIT (LOSS)                                            32,066           (225)           --          31,841
OPERATING EXPENSES                                             18,926         11,620            --          30,546
                                                             --------        --------       ------     -----------

EARNINGS (LOSS) FROM OPERATIONS                                13,140        (11,845)           --           1,295

OTHER INCOME, NET                                                 423            251            --             674
MINORITY INTEREST IN SUBSIDIARY                                    --             --        11,594 (D)      11,594
                                                             --------        --------       ------      -----------

EARNINGS (LOSS) BEFORE PROVISION FOR INCOME TAXES              13,563        (11,594)       11,594          13,563
PROVISION FOR INCOME TAXES                                      5,427             --            --           5,427
                                                             --------        --------      -------      -----------

NET EARNINGS (LOSS)                                          $  8,136       $(11,594)      $11,594      $    8,136
                                                             ========       =========      =======      ==========

BASIC EARNINGS PER COMMON SHARE                              $   0.30                                   $     0.30
                                                             ========                                   ==========

BASIC WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING                                               26,784,054                                   27,194,260 (E)
                                                           ==========                                   ==========
DILUTED EARNINGS PER COMMON SHARE                           $    0.29                                   $     0.28
                                                           ==========                                   ==========


DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING         28,542,184                                   28,922,390 (E)
                                                           ==========                                   ==========

See notes to pro forma combined financial information.

                                       20





                           NYFIX AND NYFIX MILLENNIUM
                NOTES TO PRO FORMA COMBINED FINANCIAL INFORMATION

(A)         The  adjustments  reflect  NYFIX's  acquisition  of an 80% ownership
            interest in NYFIX Millennium under the purchase method of accounting
            through the  issuance of 2.6 million  shares of NYFIX,  Inc.  common
            stock with a fair value of $30 million  plus $2 million paid in cash
            as a capital contribution, and also reflect the minority interest in
            NYFIX Millennium.  Pursuant to the Operating Agreement,  as amended,
            the pro forma  minority  interest at December  31, 2001 would be the
            non-NYFIX  partners'  capital  contributions of $22,000,000 less the
            deficit accumulated while in development stage of $20,121,000.  (See
            Note  D.)  NYFIX  has not  completed  the  final  allocation  of the
            purchase  price  to the  tangible  and  intangible  assets  of NYFIX
            Millennium.  Asset  valuations  will be performed by an  independent
            third-party and are on-going as of the date of this filing.

(B)         Reflects the  elimination of the advances to and the note receivable
            from NYFIX Millennium.

(C)         Reflects  the  issuance of 296,250  shares of NYFIX  common stock on
            February  1, 2002 to the  non-NYFIX  partners  in order to  increase
            NYFIX's  ownership  interest  from 50% to 80%  with a fair  value of
            $4,506,000.

(D)         Pursuant to the  Operating  Agreement,  as amended,  up to the first
            $22,000,000  of NYFIX  Millennium  losses are to be allocated to the
            non-NYFIX  partners,  which  equals  the  extent  of  their  capital
            investment in NYFIX Millennium.

(E)         Assumes  that the 376,000  shares of NYFIX  common  stock  issued in
            March and April of 2001 to the New Partners  and the 296,250  shares
            of NYFIX common stock issued to the  non-NYFIX  partners on February
            1, 2002 were issued on January 1, 2001.

                                       21



      (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.

      2.2   Amendments to Operating Agreement of NYFIX Millennium,  L.L.C. as of
            November 1, 2000.

     23.1   Consent of Deloitte & Touche LLP, Independent Auditors.


                                    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: April 16, 2002                By:   /s/ Richard A. Castillo
                                           -------------------------------------
                                           Name:  Richard A. Castillo
                                           Title: Chief Financial Officer and
                                                  Secretary

                                       22






                                  EXHIBIT INDEX

Exhibit No.    Description of Exhibit
- -----------    ----------------------

   2.2         Amendments to Operating Agreement of NYFIX Millennium,  L.L.C. as
               of November 1, 2000.

  23.1         Consent of Deloitte & Touche LLP, Independent Auditors.

EX-2

                                                                     EXHIBIT 2.2


AMENDMENTS TO OPERATING AGREEMENT OF NYFIX MILLENNIUM,  L.L.C. AS OF NOVEMBER 1,
2000

                        AMENDMENTS TO OPERATING AGREEMENT
                        ---------------------------------

            To  enable  NYFIX   Millennium,   L.L.C.  (the  "Company")  to  sell
additional  membership  interests on the terms consented to by the seven initial
investors,  the following  amendments to the Limited Liability Company Operating
Agreement of the Company are hereby made:

            1.   Two new  definitions  are  hereby  added  to  Article  I of the
                 Agreement and read as follows:

                      "1.26 Second Traunche  Dividend.  A dividend of cash in an
                      amount equal to 1% of the Company's  Profits in the fiscal
                      quarter   immediately   prior  to  the   payment  of  such
                      dividend."

                      "1.27  Second  Traunche  Member.  Each Member who became a
                      Member between  November 1, 2000 and March 31, 2001. There
                      shall not be  permitted  more than  five  Second  Traunche
                      Members."

            2.   To  clarify  the  make-up  of the  Board  of  Directors  of the
                 Company,  Section 6.2 of the Agreement is hereby deleted in its
                 entirety and replaced with the following (to be effective as of
                 the inception of the Company):

                        "6.2 Board  Members.  (a) The Board of  Directors of the
                        Company  shall  initially  consist  of voting  directors
                        (collectively,  the "Voting Directors") to be determined
                        as follows: (i) one to be designated by Trinitech,  (ii)
                        one to be designated by the Members other than Trinitech
                        (the  "Non-Trinitech  Members"),   (iii)  one  executive
                        officer of the Company to be  designated  by the Company
                        and (iv) two to be designated by the Advisory  Directors
                        (as defined below).  The Voting Directors may be changed
                        by the applicable designator(s) from time to time.






                              (b) In  addition  to  the  Voting  Directors,  the
                        Company shall also have a number of non-voting  advisory
                        board members  (collectively,  the "Advisory Directors")
                        equal to the number of Non-Trinitech  Members, such that
                        one  Advisory  Director  shall  be  designated  by  each
                        Non-Trinitech  Member.  Each Advisory Director appointed
                        to the Board of Directors shall have the right to attend
                        all board meetings and to participate in all discussions
                        regarding  the   management  of  the  Company  and  make
                        recommendations to the Voting Directors.  The two Voting
                        Directors  designated  by the Advisory  Directors  shall
                        cast votes as  instructed  by a majority of the Advisory
                        Directors.

                              (c) All decisions  relating to the  management and
                        operations of the Company shall be made solely through a
                        majority  vote of the Voting  Directors,  subject to the
                        provisions   of  Section   II(4)  of  the   Subscription
                        Agreements  between the Company,  Trinitech  and each of
                        the other Members  (i.e., a majority of the Members must
                        approve  any  change  in the  nature  of  the  Company's
                        business or in the type of its customers).

                              (d)  Notwithstanding   anything  to  the  contrary
                        contained in this  Section  6.2, in the event  Trinitech
                        exercises its Option pursuant to Article XII below, then
                        the Board of Directors  shall consist of a total of five
                        (5) Voting  Directors to be determined  as follows:  (i)
                        three to be designated by Trinitech,  (ii) one executive
                        officer of the Company to be  designated  by the Company
                        and (iii) one to be designated by the Advisory Directors
                        to  cast a vote as  instructed  by the  majority  of the
                        Advisory Directors.  The designees may be changed by the
                        applicable  designator(s) from time to time. The holders
                        of a majority of the  Membership  Interests may increase
                        or  decrease  (but not below  five) the number of Voting
                        Directors."

              3.    Section  7.1 of  the  Agreement  is  hereby  amended  by (i)
                    deleting  the term  "Initial  Members"  in the two places it
                    appears and placing in its stead the term "Members" and (ii)
                    adding the following sentence to the end of such section:

                        "No further Capital  Contribution shall be required of a
                        Member, except as agreed to by that Member."

              4.    Section  8.1(a) of the  Agreement  is hereby  deleted in its
                    entirety and replaced with the following:

                        "(a)  Profits.   After  giving  effect  to  the  special
                        allocations  set  forth in  Sections  8.3,  8.4 and 8.6,
                        Profits for any Fiscal  Period shall be allocated to the
                        Non-Trinitech  Members in accordance with Section 8.5(a)
                        and the balance to Trinitech."





              5.    Section  8.1(b) of the  Agreement  is hereby  deleted in its
                    entirety and replaced with the following:

                              "(b) Losses.  After  giving  effect to the special
                        allocations  set forth in Sections  8.4 and 8.5,  Losses
                        shall be allocated in the following order of priority:

                                    (i) first,  as to the first Losses up to the
                             product  of (x)  $2,000,000  multiplied  by (y) the
                             number of Initial  Members (other than  Trinitech),
                             to the Initial Members (other than  Trinitech),  in
                             proportion   to   their    respective    Membership
                             Interests,   but  only  to  the   extent  of  their
                             respective Capital Account balances;

                                    (ii) second, to the Second Traunche Members,
                             in  proportion  to  their   respective   Membership
                             Interests,   but  only  to  the   extent  of  their
                             respective Capital Account balances;

                                    (iii) third,  to Trinitech,  but only to the
                             extent of its Capital Account balance; and

                                    (iv) then,  the balance,  if any,  among the
                             Members   in   proportion   to   their   respective
                             Membership Interests."

              6.    Section  8.2(a) of the  Agreement  is hereby  deleted in its
                    entirety and replaced with the following:

                              "(a) Dividends. Distributions shall be made (i) to
                        the Initial  Members (other than Trinitech) in an amount
                        equal to 20% of the Profits for any Fiscal Period, which
                        distribution shall be the Special Dividend allocated and
                        paid  pursuant  to the  provisions  set forth in Section
                        8.2(b)  below and (ii)  except as provided to the Second
                        Traunche  Members  pursuant to Section 8.2(c) below,  to
                        Trinitech  in an amount  equal to 80% of the Profits for
                        any Fiscal Period.  The distributions to Trinitech shall
                        be made at such time or times as the Board of  Directors
                        shall  determine  consistent with the provisions of this
                        Agreement."

              7.    Section  8.2(b)  of  the  Agreement  is  hereby  amended  by
                    deleting  the  term  "Non-Trinitech  Member"  each  time  it
                    appears in such  section and placing in its stead the phrase
                    "Initial Members (other than Trinitech)".

              8.    A new Section  8.2(c) is hereby added to the  Agreement  and
                    reads as follows:

                              "(c) Second Traunche Dividends.  A Second Traunche
                        Dividend of 1% (see Section 1.26 above) shall be paid to
                        such  Second  Traunche  Member out of the  amounts  that
                        would otherwise be paid to Trinitech pursuant to Section
                        8.2(a) above."





              9.    Section  8.5 of  the  Agreement  is  hereby  deleted  in its
                    entirety and replaced with the following:

                              "8.5 Allocations  Relating to Non-Trinitech Member
                        Dividends.

                                 (a)  Any  Initial  Member  or  Second  Traunche
                               Member  allocated  a Special  Dividend  or Second
                               Traunche  Dividend,  as the case may be, pursuant
                               to  Section  8.2  shall  also be  allocated  that
                               percentage of the Profits for the fiscal  quarter
                               that relates to such Member's dividend.

                                 (b)  The  amount  of any  Special  Dividend  or
                               Second  Traunche  Dividend,  as the  case may be,
                               shall be  charged  against  and shall  reduce the
                               Capital Accounts of the Non-Trinitech  Members in
                               accordance  with the  distributions  to each such
                               Non-Trinitech  Member pursuant to Sections 8.2(b)
                               and 8.2(c)."

              10.   Section  10.2(c)  of the  Agreement  is  hereby  amended  by
                    inserting  the words "If  requested  by the  Board,"  at the
                    beginning of such Section.

EX-23

                                                                    Exhibit 23.1



                          INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation  by reference in  Registration  Statement  Nos.
333-70037,  333-60314,  333-83920 and 333-93943 on Form S-3 and Nos.  333-95285,
333-81604  and  333-62158  on Form S-8 of  NYFIX,  Inc.  of our  report on NYFIX
Millennium,  L.L.C.  dated  February 22,  2002,  appearing in this Form 8-K/A of
NYFIX, Inc.

                                                /s/ DELOITTE & TOUCHE LLP

Stamford, Connecticut
April 16, 2002