S-8

      As filed with the Securities and Exchange Commission on May 15, 2002

                                                   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                                      06-1344888
(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)

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

                           Javelin Technologies, Inc.
                      1999 Stock Option/Stock Issuance Plan
                            (Full title of the plan)
                          ----------------------------

                               Richard A. Castillo
                             Chief Financial Officer
                                   NYFIX, Inc.
                                333 Ludlow Street
                           Stamford, Connecticut 06902
                     (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)     Per Share(2)       Price(2)          Fee(2)
- ----------------------------------------------------------------------------------------------------------
Common Stock, par value,
$.001 per share                          511,167        $8.68         $3,883,984       $3,573.27
- ----------------------------------------------------------------------------------------------------------

(1)         Pursuant  to Rule  416(c)  under the  Securities  Act of 1933,  this
            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
            1999 Stock Option/Stock Issuance Plan (the "Plan").

(2)         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 $9.05 and $8.30, respectively,
            of the Company's Common Stock as reported by the Nasdaq Stock Market
            ("Nasdaq") on May 10, 2002.  The aggregate  offering  price includes
            (i) 493,701  shares with respect to which  options have been granted
            under the Plan at an average  exercise  price of $7.56 per share and
            (ii) an additional  17,466 shares that may be offered under the Plan
            at a price per share equal to the offering  price  calculated in the
            immediately preceding sentence.

                                       ii




                                EXPLANATORY NOTES

                 Effective March 31, 2002, NYFIX, Inc. (the "Company")  acquired
     all  of the  capital  stock  of  Javelin  Technologies,  Inc.,  a  Delaware
     corporation ("Javelin"), from Javelin's stockholders (the "Acquisition") in
     exchange  for  approximately  $11  million  in  cash  and the  issuance  of
     approximately  $44 million of the Company's common stock. In addition,  the
     Company agreed to potentially pay additional  consideration  in the form of
     shares of the Company's common stock to the Javelin  stockholders  based on
     Javelin's revenues for the year ending December 31, 2002.

                 In  connection  with  the  Acquisition,   the  Company  assumed
     Javelin's 1999 Stock  Option/Stock  Issuance Plan (the "Plan").  This means
     that all then  outstanding  options to  purchase  shares of Javelin  common
     stock were  automatically  converted into options to purchase shares of the
     Company's  common  stock.  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 the
     (i) 493,701 shares of the Company's  common stock issuable upon exercise of
     options  outstanding under the Plan and (ii) 17,466 shares of the Company's
     common stock  issuable upon exercise of options not yet issued under to the
     Plan. The filing of this Registration Statement does not imply that holders
     of the options received under the Plan are currently contemplating the sale
     of such underlying shares.

                 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 in the future for  reofferings and resales of up
     to 167,560 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.

                                      iii




                                   PROSPECTUS

                                 167,560 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
the Javelin  Technologies,  Inc. 1999 Stock Option/Stock Issuance Plan, which we
assumed  in  connection  with  our  acquisition  of  Javelin  Technologies.   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 been  granted as of this date.  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 10,  2002,  the closing  price for the Common  Stock,  as
reported by the Nasdaq National Market, was $8.82.

            Our principal executive offices are located at Stamford Harbor Park,
333 Ludlow Street, Stamford,  Connecticut, 06902, and our telephone number there
is (203) 425-8000.

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

     This investment involves risk. See "Risk Factors" beginning at page 1.
                            -------------------------


          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 May 15, 2002.






                                TABLE OF CONTENTS


Risk Factors..................................................................1

Where You Can Find More Information...........................................9

Incorporation of Certain Documents by Reference...............................9

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

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

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

Selling Shareholders.........................................................14

Plan of Distribution.........................................................15

Legal Matters................................................................17

Experts......................................................................17

Disclosure of Commission Position on Indemnification
for Securities Act Liabilities...............................................17





            Unless  otherwise  indicated,  all references in this  prospectus to
"NYFIX," "we," "us" and "our" refer to NYFIX, Inc., a New York corporation,  and
its subsidiaries,  NYFIX USA, LLC, NYFIX Millennium, L.L.C. ("NYFIX Millenium"),
Javelin Technologies,  Inc. ("Javelin"), and NYFIX Overseas Inc., as well as its
NYFIX Transaction Services unit (pending approval by the National Association of
Securities Dealers, Inc.).





                                  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.

Although  we have been  profitable  since  the  beginning  of 1999,  some of our
newly-acquired  subsidiaries  have not been  profitable and therefore we may not
remain profitable in the future.

            We commenced operations in June 1991 and incurred net losses through
1998. We have been  profitable  each quarter  commencing in the first quarter of
1999  after  introducing  the  NYFIX  network.  NYFIX  Millennium,  of  which we
increased  our  ownership  interest  from 50% to 80% effective as of February 1,
2002,  was  formed  in  September  1999  and  since  that  time  has been in the
development stage and has incurred  aggregate net losses of $20,121,000  through
December  31,  2001,  primarily  in  connection  with  development  and start-up
activities.  Javelin, which we acquired effective as of March 31, 2002, incurred
net  losses in its first year of  operations  in 1997 and for the years 2000 and
2001. We cannot assure you that the combined entity will be profitable.

A number of our subsidiaries  have a limited operating  history,  which makes it
difficult to evaluate their prospects, so their future financial performance may
disappoint securities analysts or investors and result in a decline in our stock
price.

            NYFIX  Millennium  and  Javelin  were formed in  September  1999 and
November 1997,  respectively.  Because of their limited operating history,  they
have limited financial data that you can use to evaluate their  businesses.  You
must consider their prospects in light of the risks, expenses,  delays, problems
and difficulties  frequently  encountered in the establishment of a new business
in an emerging and rapidly evolving  industry.  NYFIX Millennium and Javelin may
not be successful in their businesses, and profitability may never be attained.

Because our operating  results may 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    changes in prices of, and the  adoption  of  different  pricing
                 strategies for, our products and services;





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

            o    a  widespread  decline  in  the  overall  trade  volume  in the
                 securities markets;

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

            o    unexpected delays in introducing new or enhanced products; and

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

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.

            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

                                      -2-





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.

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

                                      -3-




We face substantial  competition in our individual  product areas from companies
that have larger and greater  financial,  technical and marketing  capabilities,
which  could  make it more  difficult  to gain  market  share and may hinder our
ability to compete successfully.

            We operate in a highly  competitive market and expect competition to
intensify in the future. 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.

NYFIX Millennium faces competition from traditional stock exchanges,  other ATSs
and ECNs.  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.  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.

                                      -4-





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,
Lars Kragh,  our Chief  Information  Officer,  and the various  chief  executive
officers  of our  subsidiaries.  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.
Failure to attract,  assimilate  and retain key personnel  would have a material
adverse effect on our business, results of operations and financial condition.

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
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.

                                      -5-




We may not be able to protect  our  intellectual  property  rights,  which could
weaken our competitive position, reduce our revenues and increase our costs.

            We rely on  trade  secrets,  copyright,  trademark,  patent  law and
licensing arrangements 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 successfully
challenge the validity or scope of our patents and  trademarks,  develop similar
technology  independently,  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. In addition, other parties
who have entered into  non-disclosure  agreements and license agreements with us
may breach those  agreements or other  protective  contracts,  and we may not be
able to  enforce  our  rights in the event of these  breaches.  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 years ended  December 31, 2000 and 2001,  approximately  11%
and 15%,  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.

                                      -6-




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 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 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;

                                      -7-




              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 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.

Recent terrorist attacks have created significant instability and uncertainty in
the world, which can exacerbate many of the risk factors listed above.

            The  recent   terrorist   attacks  in  the  United  States  and  the
declaration  of  war  by  the  United  States  against   terrorism  has  created
significant instability and uncertainty in the world, which may continue to have
a  material  adverse  effect on world  financial  markets,  including  financial
markets in the United States.  Such adverse political events may have a negative
impact  on  economic  conditions  in the  United  States.  Unfavorable  economic
conditions  in the United  States may have an  adverse  effect on our  financial
operations  including,  but not limited to, our ability to expand the market for
our products,  enter into strategic  relationships and effectively  complete our
business plan.

            In  addition,  terrorist  attacks  similar to the ones  committed on
September 11, 2001 may directly  affect our ability to keep our  operations  and
services  functioning  properly.  Future  attacks could create  problems for our
computer  systems,   disrupt  services,   and  delay  product   development  and
enhancement.  Any of these  occurrences  could have a material adverse effect to
our business and results of operations.

                                      -8-






                       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.

            The SEC  maintains  an Internet  site at  http://www.sec.gov,  which
contains  reports,  proxy and  information  statements,  and  other  information
regarding  us. You may also read and copy any  document  we file with the SEC at
its Public  Reference  Room, 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 Room.


                 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, 2001;

            (2)         Our Current Report on Form 8-K, filed on April 15, 2002;

            (3)         Our  Current  Report on Form  8-K/A,  filed on April 17,
                        2002; and

                                      -9-





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

            We will  provide  you with 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, upon written or oral request, 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.


                           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

            NYFIX,  Inc., a New York  corporation  formed in 1991,  is a leading
provider  of  electronic   trading   infrastructure   and  technologies  to  the
professional trading segment of the brokerage community.  NYFIX, Inc., a holding
company,  conducts its  operations  through its  subsidiaries,  while  providing
overall strategy,  financial  planning and evaluation of potential  acquisitions
for the Company.

            NYFIX currently has five subsidiaries:

            1.     NYFIX  USA,  LLC, a wholly  owned  subsidiary,  operates  the
                   Company's   core  business  and  develops   real-time   order
                   management trader workstations,  exchange automation systems,
                   trade  order  and  execution  routing  and   straight-through
                   processing  solutions for brokerage firms and other financial
                   institutions.  NYFIX  USA  operates  the NYFIX  network,  the
                   industry's  largest  Financial   Information  Exchange  (FIX)
                   order-routing network. NYFIX USA is a pioneer in the adoption
                   of the FIX protocol  and all its products are  FIX-compliant.
                   NYFIX  USA  sells  our   equity   systems   primarily   on  a
                   subscription  basis,  with customers paying a monthly fee for
                   software and services.

            2.     Javelin Technologies,  Inc., a wholly owned subsidiary,  is a
                   leading supplier of electronic trade communication technology
                   and the  leader in FIX  technology.  Javelin  has over  1,000
                   installations  at more  than 300  major  buy-  and  sell-side
                   institutions,   securities   clearing   houses,   hedge  fund
                   managers,  exchanges and ECNs  worldwide.  Javelin  solutions
                   provide  universal  connectivity,   streamline  workflow  and
                   eliminate  the high cost and risk of  developing  proprietary
                   network  links and  protocol  implementations.  Winner of the
                   2001 Deloitte & Touche Rising Star award for  fastest-growing
                   technology companies,  Javelin's electronic trading solutions
                   power hundreds of clients including  American Stock Exchange,
                   Barclays  Global  Investors,  Chicago Board Options  Exchange
                   (CBOE), Morgan Stanley,  Fidelity Management Research, Nasdaq
                   Japan,   Instinet,   ABN  Amro,  Thomson  Financial,   Market
                   XT/Tradescape, and Yahoo.

            3.     NYFIX  Transaction  Services will operate as a  broker-dealer
                   pending  approval  of  its  membership   application  by  the
                   National  Association of Securities Dealers,  Inc. (NASD). In
                   December 2001, NYFIX acquired an existing  broker-dealer that
                   will serve as the basis of this unit and will change its name
                   to NYFIX  Transaction  Services,  Inc.  once it receives such
                   NASD approval.  NYFIX  Transaction  Services will be a wholly
                   owned subsidiary  which plans to provide  execution and smart
                   order   routing   solutions   primarily   to   domestic   and
                   international  broker-dealers  and specialized  trading firms
                   for a single per share fee.

                                      -11-



            4.     NYFIX   Overseas,   Inc.,  our   London-based   wholly  owned
                   subsidiary,  specializes in electronic  trading solutions for
                   the  derivatives   markets  and  develops  order   management
                   workstations  and  exchange  interface  systems,   supporting
                   trading on more than 20 of the world's leading  international
                   derivatives exchanges.  NYFIX Overseas offers its products on
                   both a  sales  and  subscription  basis  and is  focusing  on
                   developing a transaction-based offering.

            5.     NYFIX Millennium, L.L.C., an 80% owned subsidiary, is an NASD
                   broker-dealer  and  operates an  Alternative  Trading  System
                   (ATS).   The  NYFIX  Millennium  ATS  provides  a  real-time,
                   anonymous   matching   system  for  equity   trading.   NYFIX
                   Millennium  leverages the NYFIX network's large order routing
                   shares volume to provide a more  efficient  liquidity  source
                   for the  financial  community.  On  February  1, 2002,  NYFIX
                   increased its ownership interest in NYFIX Millennium from 50%
                   to 80%. The  remaining  20% is owned by a  consortium  of ten
                   brokerage firms. NYFIX Millennium charges for its services on
                   a transaction-fee basis.

            We  are  a  leading   provider  of   electronic   trading   systems,
industry-wide trade routing connectivity,  straight-through processing (STP) and
execution services and systems to the global equities and derivatives  financial
markets.  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 who are the
largest and most  respected  firms in the industry and we have gained  prominent
market share with 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 approximately 500 million shares in 2001, with daily
volumes reaching as high as 1.2 billion 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

                                      -12-



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
twelve  consecutive  quarters of profitability.  Our net income has increased to
$8,136,000  in 2001 from  $5,676,000  in 2000 and  $960,000  in 1999.  Our total
revenues have  increased to  $41,397,000  in 2001 from  $23,980,000  in 2000 and
$12,209,000 in 1999, representing a compound annual growth rate of 84%. To date,
we have principally derived our revenues from long-term  subscriptions,  product
sales and services. In addition to developing our subscription revenues, we have
begun to develop transaction-based  revenues. Rather than a monthly per terminal
fee,  transaction-based revenues will be derived by charging a per share fee for
trades  executed by NYFIX,  either  within the NYFIX  Millennium  ATS or through
NYFIX Transaction  Services.  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  subsidiary,  NYFIX  Millennium,  as well as in NYFIX
Transaction Services and our Madrid,  Spain-based  affiliate,  Eurolink Network,
Inc.

            The large  quantity of orderflow  processed by the NYFIX network has
uniquely positioned us to develop,  together with 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. The
NYFIX  Millennium ATS went into full  production on September 5, 2001 and we are
currently  focusing on  expanding  NYFIX  Millennium's  user base and  execution
volumes.

            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   through  NYFIX
                   Transaction Services and EuroLink;

                                      -13-



            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,  London, San
Francisco,  Paris  and Hong  Kong.  We  maintain  a Web  site at  www.nyfix.com.
Information contained on our Web site is not a part of this prospectus.


                              SELLING SHAREHOLDERS

              This prospectus relates to the reoffer and resale of shares issued
or  that  may be  issued  to the  selling  shareholders  under  the  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 Plan. There can be no assurance that the selling
shareholders will sell any or all of such shares.

                 Pursuant  to  the  requirements  of  the  Securities  Act,  the
following  table  sets  forth  (i) the  number of  shares  of our  common  stock
beneficially  owned  by  each  selling  shareholder  as  of  the  date  of  this
prospectus,  (ii) the  number of shares of our common  stock to be  offered  for
resale by each selling shareholder and (iii) the number and percentage of shares
of our 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
- -----                              --------         --------       ---------       -------------

Michael Chaladoff                     70,858         70,858            0               0
John J. Coulter                       69,012         69,012            0               0
Andrew Williams                       10,224         10,224            0               0

- ------------------
*  Less than 1%

                                       14




(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.

(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.


                              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 the Nasdaq  National  Market or 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;

                                       15




            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 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").

                                       16





            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.


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


                                     EXPERTS

            The  consolidated  financial  statements as of December 31, 2001 and
2000 and for each of the three  years in the period  ended  December  31,  2001,
incorporated in this prospectus by reference from our annual report on Form 10-K
for the year ended  December  31,  2001,  have been audited by Deloitte & Touche
LLP,  independent  auditors,  as stated in their report,  which is  incorporated
herein by reference,  and have been so  incorporated in reliance upon the report
of such firm given on their authority as experts in accounting and auditing.


                      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.

                                       17





                                     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, 2001;

            (2)    Our Current Report on Form 8-K, filed on April 15, 2002;

            (3)    Our Current  Report on Form 8-K/A,  filed on April 17,  2002;
                   and

            (4)    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.

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

                                     II-1




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.

Item 8.  Exhibits

            4.1    Composite  Certificate of  Incorporation  of the  Registrant.
                   (Previously filed as Exhibit 3.1 to Registrant's 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    Rights Agreement between Chase Mellon  Shareholder  Services,
                   L.L.C.   and  the   Registrant,   dated  September  1,  1997.
                   (Previously  filed as Exhibit 1 to Registrant's  Registration
                   Statement  on  Form  8-A  filed   September  10,  1997,   and
                   incorporated herein by reference.)

                                      II-2



            4.4    First  Amendment  to Rights  Agreement  between  Chase Mellon
                   Shareholder  Services,  L.L.C.  and  the  Registrant,   dated
                   October  25,  1999.   (Previously   filed  as  Exhibit  3  to
                   Registrant's  Registration  Statement  on  Form  8-A/A  filed
                   November 3, 1999, and incorporated herein by reference.)

            4.5    Javelin  Technologies,  Inc. 1999 Stock Option/Stock Issuance
                   Plan.*

            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 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.

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

                                      II-3





            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 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 15th day of
May, 2002.
                                            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,  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(s),
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              May 15, 2002
- ----------------------        and Director (Principal Executive Officer)
Peter K. Hansen

/s/ Richard A. Castillo       Chief Financial Officer (Principal              May 15, 2002
- -----------------------       Accounting Officer)
Richard A. Castillo

/s/ George O. Deehan          Director                                        May 15, 2002
- ----------------------
George O. Deehan

/s/ William J. Lynch          Director                                        May 15, 2002
- --------------------
William J. Lynch

/s/ Carl E. Warden            Director                                        May 15, 2002
- -------------------
Carl E. Warden

                              Director                                        May 15, 2002
- -------------------
George Kledaras

                                      II-5





                                  EXHIBIT INDEX

4.1         Composite   Certificate   of   Incorporation   of  the   Registrant.
            (Previously  filed  as  Exhibit  3.1  to  Registrant's  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         Rights Agreement between Chase Mellon Shareholder  Services,  L.L.C.
            and the Registrant,  dated September 1, 1997.  (Previously  filed as
            Exhibit 1 to Registrant's  Registration  Statement on Form 8-A filed
            September 10, 1997, and incorporated herein by reference.)
4.4         First Amendment to Rights Agreement between Chase Mellon Shareholder
            Services,  L.L.C.  and  the  Registrant,  dated  October  25,  1999.
            (Previously   filed  as  Exhibit  3  to  Registrant's   Registration
            Statement  on Form 8-A/A filed  November 3, 1999,  and  incorporated
            herein by reference.)
4.5         Javelin Technologies, Inc. 1999 Stock Option/Stock Issuance Plan.*
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 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-6

EX-23

                                                                    EXHIBIT 23.1


                          INDEPENDENT AUDITORS' CONSENT





We consent to the incorporation by reference in this  Registration  Statement of
NYFIX,  Inc. on Form S-8 of our report dated March 8, 2002 (March 14, 2002 as to
Note 21) appearing in the Annual Report on Form 10-K of NYFIX, Inc. for the year
ended December 31, 2001, 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 14, 2002

EX-4

                                                                     EXHIBIT 4.5

                           JAVELIN TECHNOLOGIES, INC.
                      1999 STOCK OPTION/STOCK ISSUANCE PLAN


                                   ARTICLE ONE

                               GENERAL PROVISIONS

            I.   PURPOSE OF THE PLAN

                 This 1999  Stock  Option/Stock  Issuance  Plan is  intended  to
promote the interests of Javelin Technologies,  Inc., a Delaware corporation, by
providing  eligible  persons in the  Corporation's  employ or  service  with the
opportunity  to acquire a  proprietary  interest,  or otherwise  increase  their
proprietary interest, in the Corporation as an incentive for them to continue in
such employ or service.

                 Capitalized  terms  shall have the  meanings  assigned  to such
terms in the attached Appendix.

            II.  STRUCTURE OF THE PLAN

                 A.    The Plan shall be divided into two (2) separate equity
                       programs:

                          the Option Grant Program under which eligible  persons
may, at the discretion of the Plan Administrator, be granted options to purchase
shares of Common Stock, and

                          the  Stock  Issuance   Program  under  which  eligible
persons may, at the  discretion of the Plan  Administrator,  be issued shares of
Common Stock directly,  either through the immediate  purchase of such shares or
as a bonus for services rendered the Corporation (or any Parent or Subsidiary).





                 B.    The  provisions  of Articles One and Four shall apply to
both equity programs under the Plan and shall  accordingly  govern the interests
of all persons under the Plan.

            III.        ADMINISTRATION OF THE PLAN

                        A. The Plan shall be administered by the Board. However,
any or all administrative  functions  otherwise  exercisable by the Board may be
delegated to the Committee. Members of the Committee shall serve for such period
of time as the Board may  determine and shall be subject to removal by the Board
at any time.  The  Board may also at any time  terminate  the  functions  of the
Committee  and reassume  all powers and  authority  previously  delegated to the
Committee.


                        B. The Plan  Administrator  shall  have  full  power and
authority  (subject to the  provisions of the Plan) to establish  such rules and
regulations as it may deem appropriate for proper administration of the Plan and
to make such determinations  under, and issue such  interpretations of, the Plan
and any  outstanding  options  or  stock  issuances  thereunder  as it may  deem
necessary or advisable.  Decisions of the Plan Administrator  shall be final and
binding on all  parties  who have an interest in the Plan or any option or stock
issuance thereunder.

            IV.        ELIGIBILITY

                        A. The persons  eligible to  participate in the Plan are
as follows:

                                       Employees,

                                       non-employee  members of the Board or the
non-employee members of the board of directors of any Parent or Subsidiary, and

                                       consultants    and   other    independent
advisors who provide services to the Corporation (or any Parent or Subsidiary).

                        B. The Plan  Administrator  shall have full authority to
determine,  (i) with respect to the grants made under the Option Grant  Program,
which eligible persons are to receive the option grants,  the time or times when
those  grants  are to be made,  the  number of shares to be covered by each such
grant,  the  status of the  granted  option as either an  Incentive  Option or a
Non-Statutory  Option,  the  time  or  times  when  each  option  is  to  become
exercisable,  the vesting  schedule (if any) applicable to the option shares and

                                       2



the  maximum  term for which the option is to remain  outstanding  and (ii) with
respect to stock issuances made under the Stock Issuance Program, which eligible
persons are to receive stock  issuances,  the time or times when those issuances
are to be made,  the  number of shares  to be  issued to each  Participant,  the
vesting schedule (if any) applicable to the issued shares and the  consideration
to be paid by the Participant for such shares.

                        C.  The  Plan  Administrator  shall  have  the  absolute
discretion  either to grant options in accordance  with the Option Grant Program
or to effect stock issuances in accordance with the Stock Issuance Program.

            V.          STOCK SUBJECT TO THE PLAN

                        A. The stock  issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock. The maximum number of shares
of Common  Stock  which may be issued over the term of the Plan shall not exceed
1,000,000 shares.

                        B. Shares of Common Stock subject to outstanding options
shall be available for subsequent  issuance under the Plan to the extent (i) the
options expire or terminate for any reason prior to exercise in full or (ii) the
options are cancelled in accordance with the cancellation-regrant  provisions of
Article Two. Unvested shares issued under the Plan and subsequently  repurchased
by the Corporation, at the option exercise or direct issue price paid per share,
pursuant to the  Corporation's  repurchase  rights under the Plan shall be added
back to the number of shares of Common Stock  reserved  for  issuance  under the
Plan and shall  accordingly  be  available  for  reissuance  through one or more
subsequent option grants or direct stock issuances under the Plan.

                        C.  Should  any  change be made to the  Common  Stock by
reason of any stock split,  stock  dividend,  recapitalization,  combination  of
shares,  exchange of shares or other change  affecting  the  outstanding  Common
Stock as a class without the Corporation's receipt of consideration, appropriate
adjustments  shall be made to (i) the maximum  number and/or class of securities
issuable  under the Plan and (ii) the number and/or class of securities  and the
exercise  price per share in effect  under each  outstanding  option in order to
prevent the dilution or  enlargement  of benefits  thereunder.  The  adjustments
determined by the Plan Administrator shall be final, binding and conclusive.  In
no event shall any such adjustments be made in connection with the conversion of
one or more outstanding shares of the Corporation's  preferred stock into shares
of Common Stock.


                                   ARTICLE TWO

                              OPTION GRANT PROGRAM


            I.          OPTION TERMS

                        Each option shall be evidenced by one or more  documents
in the form approved by the Plan Administrator; provided, however, that

                                       3



each such document shall comply with the terms  specified  below.  Each document
evidencing an Incentive Option shall, in addition,  be subject to the provisions
of the Plan applicable to such options.

                        A. Exercise Price.

                        1. The  exercise  price per share  shall be fixed by the
Plan  Administrator  and may be less  than,  equal to or  greater  than the Fair
Market Value per share of Common Stock on the option grant date.

                        2. The exercise price shall become  immediately due upon
exercise  of the  option and shall,  subject to the  provisions  of Section I of
Article  Four and the  documents  evidencing  the option,  be payable in cash or
check made payable to the  Corporation.  Should the Common  Stock be  registered
under Section 12 of the 1934 Act at the time the option is  exercised,  then the
exercise price may also be paid as follows:

                        in shares of Common Stock held for the requisite  period
            necessary  to  avoid a  charge  to the  Corporation's  earnings  for
            financial  reporting purposes and valued at Fair Market Value on the
            Exercise Date, or

                        to the extent the option is exercised for vested shares,
            through a special sale and  remittance  procedure  pursuant to which
            the Optionee shall concurrently provide irrevocable instructions (a)
            to a  Corporation-designated  brokerage firm to effect the immediate
            sale of the purchased  shares and remit to the  Corporation,  out of
            the sale proceeds available on the settlement date, sufficient funds
            to cover the  aggregate  exercise  price  payable for the  purchased
            shares  plus all  applicable  Federal,  state and local  income  and
            employment  taxes  required  to be withheld  by the  Corporation  by
            reason of such  exercise and (b) to the  Corporation  to deliver the
            certificates  for the purchased  shares  directly to such  brokerage
            firm in order to complete the sale.

            Except to the extent such sale and remittance procedure is utilized,
payment  of the  exercise  price for the  purchased  shares  must be made on the
Exercise Date.

            B. Exercise and Term of Options. Each option shall be exercisable at
such time or times, during such period and for such number of shares as shall be
determined by the Plan  Administrator and set forth in the documents  evidencing
the option  grant.  However,  no option  shall have a term in excess of ten (10)
years measured from the option grant date.

            C. Effect of Termination of Service.

                                       4



            1. The following provisions shall govern the exercise of any options
held by the Optionee at the time of cessation of Service or death:

                        Should the  Optionee  cease to remain in Service for any
            reason other than death,  Permanent  Disability or Misconduct,  then
            the Optionee  shall have a period of three (3) months  following the
            date of such  cessation  of Service  during  which to exercise  each
            outstanding option held by such Optionee.

                        Should   Optionee's   Service  terminate  by  reason  of
            Permanent  Disability,  then the  Optionee  shall  have a period  of
            twelve (12) months  following the date of such  cessation of Service
            during  which  to  exercise  each  outstanding  option  held by such
            Optionee.

                        If  the  Optionee  dies  while  holding  an  outstanding
            option, then the personal representative of his or her estate or the
            person or persons to whom the option is transferred  pursuant to the
            Optionee's  will or the  laws of  inheritance  shall  have a  twelve
            (12)-month  period  following  the date of the  Optionee's  death to
            exercise such option.

                        Under no circumstances,  however,  shall any such option
            be exercisable after the specified expiration of the option term.

                        During the applicable  post-Service exercise period, the
            option  may not be  exercised  in the  aggregate  for more  than the
            number of vested shares for which the option is  exercisable  on the
            date of the Optionee's cessation of Service.  Upon the expiration of
            the applicable  exercise  period or (if earlier) upon the expiration
            of the option  term,  the  option  shall  terminate  and cease to be
            outstanding  for any vested shares for which the option has not been
            exercised.   However,   the  option  shall,   immediately  upon  the
            Optionee's   cessation  of  Service,   terminate  and  cease  to  be
            outstanding  with respect to any and all option shares for which the
            option  is not  otherwise  at the time  exercisable  or in which the
            Optionee is not otherwise at that time vested.

                        Should Optionee's  Service be terminated for Misconduct,
            then all  outstanding  options held by the Optionee shall  terminate
            immediately and cease to remain outstanding.

            2. The Plan  Administrator  shall have the  discretion,  exercisable
either at the time an option is granted or at any time while the option  remains
outstanding, to:

                                       5



                        extend  the  period of time for  which the  option is to
            remain exercisable  following the Optionee's cessation of Service or
            death from the limited period otherwise in effect for that option to
            such  greater  period of time as the Plan  Administrator  shall deem
            appropriate,  but in no event  beyond the  expiration  of the option
            term, and/or

                        permit the option to be exercised, during the applicable
            post-Service exercise period, not only with respect to the number of
            vested  shares of Common Stock for which such option is  exercisable
            at the time of the  Optionee's  cessation  of Service  but also with
            respect to one or more additional installments in which the Optionee
            would have vested  under the option had the  Optionee  continued  in
            Service.

            D.  Stockholder  Rights.  The  holder  of an  option  shall  have no
stockholder  rights with respect to the shares  subject to the option until such
person shall have  exercised the option,  paid the exercise price and become the
recordholder of the purchased shares.

            E.  Repurchase  Rights.  The  Plan  Administrator   shall  have  the
discretion to grant options which are  exercisable for unvested shares of Common
Stock. Should the Optionee cease Service while holding such unvested shares, the
Corporation  shall have the right to repurchase,  at the exercise price paid per
share, any or all of those unvested shares. The terms upon which such repurchase
right shall be exercisable  (including the period and procedure for exercise and
the appropriate  vesting schedule for the purchased shares) shall be established
by the  Plan  Administrator  and  set  forth  in the  document  evidencing  such
repurchase right.

            F. First  Refusal  Rights.  Until  such time as the Common  Stock is
first  registered  under Section 12 of the 1934 Act, the Corporation  shall have
the right of first  refusal  with  respect to any  proposed  disposition  by the
Optionee  (or any  successor  in  interest) of any shares of Common Stock issued
under the Option Grant Program. Such right of first refusal shall be exercisable
in accordance with the terms established by the Plan Administrator and set forth
in the document evidencing such right.

            G. Limited  Transferability  of Options.  During the lifetime of the
Optionee,  Incentive Options shall be exercisable only by the Optionee and shall
not be assignable or  transferable  other than by will or by the laws of descent
and distribution following the Optionee's death.  Non-Statutory Options shall be
subject to the same restrictions, except that a Non-Statutory Option may, to the
extent  permitted  by the Plan  Administrator,  be  assigned in whole or in part
during  the  Optionee's  lifetime  (i) as a gift to one or more  members  of the
Optionee's  immediate  family,  to a trust in which Optionee  and/or one or more

                                       6



such  family  members  hold  more than  fifty  percent  (50%) of the  beneficial
interest  or to an entity in which more than fifty  percent  (50%) of the voting
interests  are owned by one or more such  family  members or (ii)  pursuant to a
domestic  relations order. The terms applicable to the assigned portion shall be
the same as those in effect for the option  immediately prior to such assignment
and shall be set forth in such  documents  issued  to the  assignee  as the Plan
Administrator may deem appropriate.

            H. Withholding.  The  Corporation's  obligation to deliver shares of
Common  Stock upon the exercise of any options  granted  under the Plan shall be
subject to the  satisfaction of all applicable  Federal,  state and local income
and employment tax withholding requirements.

            II.   INCENTIVE OPTIONS

                  The terms specified below shall be applicable to all Incentive
Options.  Except as  modified  by the  provisions  of this  Section  II, all the
provisions  of  Articles  One,  Two and Four shall be  applicable  to  Incentive
Options.  Options which are  specifically  designated as  Non-Statutory  Options
shall not be subject to the terms of this Section II.

                  A.  Eligibility.  Incentive  Options  may only be  granted  to
Employees.

                  B. Exercise  Price.  The exercise price per share shall not be
less  than one  hundred  percent  (100%) of the Fair  Market  Value per share of
Common Stock on the option grant date.

                  C. Dollar  Limitation.  The aggregate Fair Market Value of the
shares of Common Stock  (determined as of the respective date or dates of grant)
for which one or more  options  granted to any  Employee  under the Plan (or any
other option plan of the  Corporation or any Parent or  Subsidiary)  may for the
first time become  exercisable as Incentive  Options during any one (1) calendar
year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the
extent the Employee holds two (2) or more such options which become  exercisable
for the first time in the same calendar  year,  the foregoing  limitation on the
exercisability  of such  options as  Incentive  Options  shall be applied on the
basis of the order in which such options are granted.

                  D.  10%  Stockholder.  If any  Employee  to whom an  Incentive
Option is granted is a 10% Stockholder,  then the exercise price per share shall
not be less than one  hundred ten  percent  (110%) of the Fair Market  Value per
share of Common  Stock on the option  grant  date and the option  term shall not
exceed five (5) years measured from the option grant date.

            III.  CORPORATE TRANSACTION

                  A. The shares  subject to each  option  outstanding  under the
Plan at the time of a Corporate  Transaction shall automatically vest in full so
that each such option  shall,  immediately  prior to the  effective  date of the
Corporate Transaction,  become fully exercisable for all of the shares of Common
Stock at the time subject to that option and may be exercised  for any or all of

                                       7





those shares as fully-vested shares of Common Stock. However, the shares subject
to an outstanding  option shall not vest on such an accelerated  basis if and to
the extent:  (i) such option is assumed by the successor  corporation (or parent
thereof) in the Corporate  Transaction and the  Corporation's  repurchase rights
with respect to the unvested  option  shares are  concurrently  assigned to such
successor  corporation (or parent thereof) or (ii) such option is to be replaced
with a cash incentive  program of the successor  corporation which preserves the
spread  existing  on the  unvested  option  shares at the time of the  Corporate
Transaction  and  provides for  subsequent  payout in  accordance  with the same
vesting  schedule  applicable  to those  unvested  option  shares  or (iii)  the
acceleration of such option is subject to other limitations  imposed by the Plan
Administrator at the time of the option grant.

                  B. All  outstanding  repurchase  rights  shall also  terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall  immediately  vest in full,  in the  event of any  Corporate  Transaction,
except to the extent:  (i) those repurchase rights are assigned to the successor
corporation (or parent thereof) in connection with such Corporate Transaction or
(ii) such accelerated  vesting is precluded by other limitations  imposed by the
Plan Administrator at the time the repurchase right is issued.

                  C.  Immediately  following the  consummation  of the Corporate
Transaction,   all   outstanding   options  shall  terminate  and  cease  to  be
outstanding,  except to the extent  assumed  by the  successor  corporation  (or
parent thereof).

                  D. Each option which is assumed in connection with a Corporate
Transaction  shall be appropriately  adjusted,  immediately after such Corporate
Transaction,  to apply to the number and class of  securities  which  would have
been issuable to the Optionee in consummation of such Corporate Transaction, had
the option  been  exercised  immediately  prior to such  Corporate  Transaction.
Appropriate  adjustments  shall  also be made to (i) the  number  and  class  of
securities  available for issuance under the Plan following the  consummation of
such Corporate  Transaction  and (ii) the exercise price payable per share under
each outstanding option,  provided the aggregate exercise price payable for such
securities shall remain the same.

                  E.  The  Plan   Administrator   shall  have  the   discretion,
exercisable  either at the time the  option is  granted or at any time while the
option remains outstanding,  to provide for the automatic acceleration (in whole
or in part) of one or more outstanding options (and the immediate termination of
the Corporation's  repurchase rights with respect to the shares subject to those
options) upon the  occurrence of a Corporate  Transaction,  whether or not those
options are to be assumed in the Corporate Transaction.

                                       8



                  F. The Plan  Administrator  shall  also  have  full  power and
authority,  exercisable  either at the time the option is granted or at any time
while the option  remains  outstanding,  to  structure  such  option so that the
shares subject to that option will  automatically  vest on an accelerated  basis
should the Optionee's Service terminate by reason of an Involuntary  Termination
within a designated  period (not to exceed  eighteen (18) months)  following the
effective  date of any Corporate  Transaction in which the option is assumed and
the repurchase rights applicable to those shares do not otherwise terminate. Any
option so  accelerated  shall remain  exercisable  for the  fully-vested  option
shares  until the earlier of (i) the  expiration  of the option term or (ii) the
expiration of the one (1)-year  period  measured from the effective  date of the
Involuntary  Termination.  In addition,  the Plan Administrator may provide that
one or more of the Corporation's  outstanding  repurchase rights with respect to
shares held by the Optionee at the time of such  Involuntary  Termination  shall
immediately  terminate on an accelerated  basis, and the shares subject to those
terminated rights shall accordingly vest at that time.

                  G.  The  portion  of  any  Incentive  Option   accelerated  in
connection with a Corporate Transaction shall remain exercisable as an Incentive
Option only to the extent the applicable One Hundred Thousand Dollar  limitation
is not  exceeded.  To  the  extent  such  dollar  limitation  is  exceeded,  the
accelerated  portion of such  option  shall be  exercisable  as a  Non-Statutory
Option under the Federal tax laws.

                  H. The grant of options  under the Plan shall in no way affect
the right of the  Corporation  to adjust,  reclassify,  reorganize  or otherwise
change its capital or business  structure  or to merge,  consolidate,  dissolve,
liquidate or sell or transfer all or any part of its business or assets.

            IV.   CANCELLATION AND REGRANT OF OPTIONS

                  The Plan Administrator  shall have the authority to effect, at
any time and from time to time, with the consent of the affected option holders,
the  cancellation  of any or all  outstanding  options  under the  Option  Grant
Program and to grant in substitution  new options covering the same or different
number of shares of Common  Stock but with an exercise  price per share based on
the Fair Market Value per share of Common Stock on the new grant date.

                                  ARTICLE THREE

                             STOCK ISSUANCE PROGRAM

            I.    STOCK ISSUANCE TERMS

                  Shares of Common Stock may be issued under the Stock  Issuance
Program through direct and immediate  issuances  without any intervening  option
grants.  Each  such  stock  issuance  shall  be  evidenced  by a Stock  Issuance
Agreement which complies with the terms specified below.

                                       9



            A. Purchase Price.

                  1. The  purchase  price per  share  shall be fixed by the Plan
Administrator  and may be less than,  equal to or greater  than the Fair  Market
Value per share of Common Stock on the issue date.

                  2.  Subject to the  provisions  of Section I of Article  Four,
shares of Common Stock may be issued under the Stock Issuance Program for any of
the  following  items of  consideration  which the Plan  Administrator  may deem
appropriate in each individual instance:

                         cash or check made payable to the Corporation, or

                         past  services  rendered  to the  Corporation  (or  any
            Parent or Subsidiary).

            B. Vesting Provisions.

                1.  Shares  of Common  Stock  issued  under  the Stock  Issuance
Program  may,  in the  discretion  of  the  Plan  Administrator,  be  fully  and
immediately  vested upon issuance or may vest in one or more  installments  over
the Participant's period of Service or upon attainment of specified  performance
objectives.

                2.  Any  new,  substituted  or  additional  securities  or other
property  (including money paid other than as a regular cash dividend) which the
Participant  may have the right to receive  with  respect  to the  Participant's
unvested  shares of Common Stock by reason of any stock  dividend,  stock split,
recapitalization,  combination  of shares,  exchange  of shares or other  change
affecting  the  outstanding  Common Stock as a class  without the  Corporation's
receipt  of  consideration  shall be  issued  subject  to (i) the  same  vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

                3. The  Participant  shall  have full  stockholder  rights  with
respect to any shares of Common Stock issued to the Participant  under the Stock
Issuance Program,  whether or not the Participant's  interest in those shares is
vested.  Accordingly,  the Participant  shall have the right to vote such shares
and to receive any regular cash dividends paid on such shares.

                4.  Should  the  Participant  cease to remain in  Service  while
holding  one or more  unvested  shares of Common  Stock  issued  under the Stock
Issuance  Program or should the  performance  objectives  not be  attained  with
respect to one or more such unvested  shares of Common Stock,  then those shares

                                       10



shall be immediately  surrendered to the Corporation for  cancellation,  and the
Participant  shall  have no further  stockholder  rights  with  respect to those
shares.  To the extent the  surrendered  shares  were  previously  issued to the
Participant for  consideration  paid in cash or cash  equivalent  (including the
Participant's purchase-money  indebtedness),  the Corporation shall repay to the
Participant the cash  consideration  paid for the  surrendered  shares and shall
cancel the unpaid principal  balance of any outstanding  purchase-money  note of
the Participant attributable to the surrendered shares.

                5.  The  Plan  Administrator  may in its  discretion  waive  the
surrender and  cancellation  of one or more unvested  shares of Common Stock (or
other  assets  attributable  thereto)  which  would  otherwise  occur  upon  the
non-completion  of the vesting schedule  applicable to such shares.  Such waiver
shall  result in the  immediate  vesting of the  Participant's  interest  in the
shares of Common  Stock as to which  the  waiver  applies.  Such  waiver  may be
effected at any time,  whether  before or after the  Participant's  cessation of
Service  or the  attainment  or  non-attainment  of the  applicable  performance
objectives.

            C. First  Refusal  Rights.  Until  such time as the Common  Stock is
first  registered  under Section 12 of the 1934 Act, the Corporation  shall have
the right of first  refusal  with  respect to any  proposed  disposition  by the
Participant  (or any successor in interest) of any shares of Common Stock issued
under  the  Stock  Issuance  Program.  Such  right  of  first  refusal  shall be
exercisable in accordance with the terms  established by the Plan  Administrator
and set forth in the document evidencing such right.

            II.   CORPORATE TRANSACTION

                  A. All of the  outstanding  repurchase  rights under the Stock
Issuance  Program shall  terminate  automatically,  and all the shares of Common
Stock subject to those terminated  rights shall immediately vest in full, in the
event of any Corporate  Transaction,  except to the extent: (i) those repurchase
rights  are  assigned  to the  successor  corporation  (or  parent  thereof)  in
connection with such Corporate  Transaction or (ii) such accelerated  vesting is
precluded by other limitations imposed by the Plan Administrator at the time the
repurchase right is issued.

                  B.  The  Plan  Administrator   shall  have  the  discretionary
authority,  exercisable either at the time the unvested shares are issued or any
time while the  Corporation's  repurchase  rights with  respect to those  shares
remain outstanding,  to provide that those rights shall automatically  terminate
on an  accelerated  basis,  and the  shares of  Common  Stock  subject  to those
terminated rights shall immediately vest, in the event the Participant's Service
should subsequently  terminate by reason of an Involuntary  Termination within a
designated  period (not to exceed eighteen (18) months)  following the effective
date of any Corporate  Transaction in which those repurchase rights are assigned
to the successor corporation (or parent thereof).

                                       11



            III.   SHARE ESCROW/LEGENDS

                  Unvested shares may, in the Plan  Administrator's  discretion,
be held in escrow by the Corporation  until the  Participant's  interest in such
shares  vests or may be issued  directly  to the  Participant  with  restrictive
legends on the certificates evidencing those unvested shares.


                                  ARTICLE FOUR


                                  MISCELLANEOUS

            I.    FINANCING

                  The Plan  Administrator may permit any Optionee or Participant
to pay the option  exercise price under the Option Grant Program or the purchase
price for shares  issued under the Stock  Issuance  program by delivering a full
recourse,  interest bearing  promissory note payable in one or more installments
and  secured by the  purchased  shares.  The terms of any such  promissory  note
(including the interest rate and the terms of repayment) shall be established by
the Plan  Administrator  in its sole  discretion.  In no event shall the maximum
credit  available  to the  Optionee  or  Participant  exceed  the sum of (i) the
aggregate  option  exercise  price or purchase  price  payable for the purchased
shares  plus (ii) any  Federal,  state  and  local  income  and  employment  tax
liability  incurred by the Optionee or the  Participant  in connection  with the
option exercise or share purchase.

            II.   EFFECTIVE DATE AND TERM OF THE PLAN

                  A. The Plan shall become  effective when adopted by the Board,
but no option  granted under the Plan may be  exercised,  and no shares shall be
issued  under  the  Plan,  until  the  Plan  is  approved  by the  Corporation's
stockholders.  If such  stockholder  approval is not obtained within twelve (12)
months  after the date of the  Board's  adoption  of the Plan,  then all options
previously  granted under the Plan shall  terminate and cease to be outstanding,
and no further  options shall be granted and no shares shall be issued under the
Plan.  Subject to such limitation,  the Plan Administrator may grant options and
issue shares under the Plan at any time after the effective date of the Plan and
before the date fixed herein for termination of the Plan.

                  B. The Plan  shall  terminate  upon  the  earliest  of (i) the
expiration  of the ten  (10)-year  period  measured  from  the  date the Plan is
adopted by the Board,  (ii) the date on which all shares  available for issuance
under the Plan  shall  have  been  issued  as  fully-vested  shares or (iii) the
termination  of  all  outstanding   options  in  connection  with  an  Corporate
Transaction. All options and unvested stock issuances outstanding at the time of

                                       12



a clause (i)  termination  event shall continue to have full force and effect in
accordance  with the  provisions  of the  documents  evidencing  such options or
issuances.

            III.  AMENDMENT OF THE PLAN

                  A. The Board  shall  have  complete  and  exclusive  power and
authority to amend or modify the Plan in any or all respects.  However,  no such
amendment or modification shall adversely affect any rights and obligations with
respect to options or unvested stock issuances at the time outstanding under the
Plan,  unless the  Optionee or the  Participant  consents to such  amendment  or
modification.  In addition,  certain amendments may require stockholder approval
pursuant to applicable laws or regulations.

                  B.  Options to purchase  shares of Common Stock may be granted
under the Option  Grant  Program and shares of Common  Stock may be issued under
the Stock Issuance Program which are in each instance in excess of the number of
shares then  available for issuance  under the Plan,  provided any excess shares
actually  issued  under those  programs  shall be held in escrow  until there is
obtained stockholder approval of an amendment sufficiently increasing the number
of  shares  of Common  Stock  available  for  issuance  under the Plan.  If such
stockholder  approval is not obtained  within  twelve (12) months after the date
the first such excess  grants or issuances  are made,  then (i) any  unexercised
options  granted on the basis of such excess shares shall terminate and cease to
be outstanding and (ii) the  Corporation  shall promptly refund to the Optionees
and the  Participants  the exercise or purchase price paid for any excess shares
issued  under  the Plan and  held in  escrow,  together  with  interest  (at the
applicable  Short-Term  Federal  Rate) for the period  the  shares  were held in
escrow, and such shares shall thereupon be automatically  cancelled and cease to
be outstanding.

            IV.   USE OF PROCEEDS

                  Any cash proceeds received by the Corporation from the sale of
shares  of  Common  Stock  under the Plan  shall be used for  general  corporate
purposes.

            V.    WITHHOLDING

                  The Corporation's obligation to deliver shares of Common Stock
upon the  exercise of any options or upon the  issuance or vesting of any shares
issued  under the Plan shall be subject to the  satisfaction  of all  applicable
Federal, state and local income and employment tax withholding requirements.

            VI.         REGULATORY APPROVALS

                                       13



                        The  implementation  of the Plan,  the  granting  of any
option under the Plan and the issuance of any shares of Common Stock (i) upon
the  exercise of any option or (ii) under the Stock  Issuance  Program  shall be
subject to the  Corporation's  procurement of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the options granted
under it and the shares of Common Stock issued pursuant to it.

            VII.  NO EMPLOYMENT OR SERVICE RIGHTS

                  Nothing  in the Plan shall  confer  upon the  Optionee  or the
Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or  Subsidiary  employing  or  retaining  such  person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's  Service at any time for any reason,  with or without
cause.

                                       14





                                    APPENDIX

            The following definitions shall be in effect under the Plan:

            A. Board shall mean the Corporation's Board of Directors.

            B. Code shall mean the Internal Revenue Code of 1986, as amended.

            C. Committee shall mean a committee of one (1) or more Board members
appointed by the Board to exercise one or more  administrative  functions  under
the Plan.

            D. Common Stock shall mean the Corporation's common stock.

            E.  Corporate   Transaction  shall  mean  either  of  the  following
stockholder-approved transactions to which the Corporation is a party:

                  a merger or consolidation in which securities  possessing more
            than fifty percent (50%) of the total  combined  voting power of the
            Corporation's  outstanding securities are transferred to a person or
            persons   different  from  the  persons  holding  those   securities
            immediately prior to such transaction, or

                  the   sale,   transfer   or  other   disposition   of  all  or
            substantially   all  of  the   Corporation's   assets  in   complete
            liquidation or dissolution of the Corporation.

            F.  Corporation  shall mean Javelin  Technologies,  Inc., a Delaware
corporation,  and any successor  corporation to all or substantially  all of the
assets or voting stock of Javelin Technologies,  Inc. which shall by appropriate
action adopt the Plan.

            G.  Employee  shall mean an  individual  who is in the employ of the
Corporation (or any Parent or Subsidiary),  subject to the control and direction
of the employer  entity as to both the work to be  performed  and the manner and
method of performance.

            H. Exercise Date shall mean the date on which the Corporation  shall
have received written notice of the option exercise.

            I. Fair Market Value per share of Common Stock on any relevant  date
shall be determined in accordance with the following provisions:

                       If the Common  Stock is at the time  traded on the Nasdaq
            National  Market,  then the Fair  Market  Value shall be the closing
            selling price per share of Common Stock on the date in question,  as

                                       15



            such price is reported by the  National  Association  of  Securities
            Dealers  on the  Nasdaq  National  Market.  If there  is no  closing
            selling price for the Common Stock on the date in question, then the
            Fair Market  Value shall be the  closing  selling  price on the last
            preceding date for which such quotation exists.

                       If the  Common  Stock is at the time  listed on any Stock
            Exchange,  then the Fair Market  Value shall be the closing  selling
            price per share of Common Stock on the date in question on the Stock
            Exchange  determined  by the Plan  Administrator  to be the  primary
            market for the Common Stock,  as such price is officially  quoted in
            the composite tape of transactions on such exchange.  If there is no
            closing  selling price for the Common Stock on the date in question,
            then the Fair Market Value shall be the closing selling price on the
            last preceding date for which such quotation exists.

                       If the Common Stock is at the time neither  listed on any
            Stock Exchange nor traded on the Nasdaq  National  Market,  then the
            Fair Market  Value  shall be  determined  by the Plan  Administrator
            after taking into  account  such  factors as the Plan  Administrator
            shall deem appropriate.

            J.  Incentive  Option  shall  mean an  option  which  satisfies  the
requirements of Code Section 422.

            K. Involuntary Termination shall mean the termination of the Service
of any individual which occurs by reason of:

                       such individual's  involuntary  dismissal or discharge by
            the Corporation for reasons other than Misconduct, or

                       such individual's  voluntary  resignation following (A) a
            change in his or her position with the Corporation  which materially
            reduces  his or her  duties  and  responsibilities  or the  level of
            management to which he or she reports, (B) a reduction in his or her
            level of compensation  (including  base salary,  fringe benefits and
            target  bonuses  under  any  corporate-performance  based  bonus  or
            incentive  programs)  by more than  fifteen  percent  (15%) or (C) a
            relocation  of such  individual's  place of  employment by more than
            fifty (50) miles,  provided  and only if such  change,  reduction or
            relocation is effected without the individual's consent.

            L.  Misconduct  shall  mean  the  commission  of any  act of  fraud,
embezzlement or dishonesty by the Optionee or Participant,  any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary),  or any other intentional  misconduct

                                       16



by such person  adversely  affecting the business or affairs of the  Corporation
(or any Parent or Subsidiary)  in a material  manner.  The foregoing  definition
shall not be  deemed  to be  inclusive  of all the acts or  omissions  which the
Corporation  (or any Parent or  Subsidiary)  may  consider  as  grounds  for the
dismissal  or  discharge  of any  Optionee,  Participant  or other person in the
Service of the Corporation (or any Parent or Subsidiary).

            M. 1934 Act  shall  mean the  Securities  Exchange  Act of 1934,  as
amended.

            N. Non-Statutory Option shall mean an option not intended to satisfy
the requirements of Code Section 422.

            O.  Option  Grant  Program  shall mean the option  grant  program in
effect under the Plan.

            P. Optionee shall mean any person to whom an option is granted under
the Option Grant Program.

            Q. Parent shall mean any corporation (other than the Corporation) in
an unbroken chain of  corporations  ending with the  Corporation,  provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination,  stock possessing fifty percent (50%) or more of the total
combined  voting power of all classes of stock in one of the other  corporations
in such chain.

            R. Participant  shall mean any person who is issued shares of Common
Stock under the Stock Issuance Program.

            S. Permanent  Disability shall mean the inability of the Optionee or
the Participant to engage in any substantial  gainful  activity by reason of any
medically determinable physical or mental impairment which is expected to result
in such  person's  death or to continue for a period of twelve (12)  consecutive
months or more.

            T.  Plan  shall  mean  the  Corporation's  1999  Stock  Option/Stock
Issuance Plan, as set forth in this document.

            U. Plan  Administrator  shall mean either the Board or the Committee
acting in its capacity as administrator of the Plan.

            V. Service shall mean the  provision of services to the  Corporation
(or any Parent or  Subsidiary)  by a person in the  capacity of an  Employee,  a
non-employee  member of the board of directors or a  consultant  or  independent
advisor,  except to the extent otherwise  specifically provided in the documents
evidencing the option grant or stock issuance.

                                       17



            W. Stock  Exchange  shall mean either the American Stock Exchange or
the New York Stock Exchange.

            X. Stock Issuance Agreement shall mean the agreement entered into by
the  Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

            Y. Stock Issuance  Program shall mean the stock issuance  program in
effect under the Plan.

            Z.   Subsidiary   shall  mean  any   corporation   (other  than  the
Corporation)   in  an  unbroken  chain  of   corporations   beginning  with  the
Corporation,  provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the  determination,  stock  possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

            AA. 10%  Stockholder  shall  mean the owner of stock (as  determined
under Code Section  424(d))  possessing more than ten percent (10%) of the total
combined  voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).

                                       18

EX-5

                                                                     EXHIBIT 5.1

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


                                                      May 15, 2002

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 511,167 shares (the "Shares") of common
stock, par value $.001 per share (the "Common Stock"),  to be issued pursuant to
the  Javelin  Technologies,  Inc.  1999 Stock  Option/Stock  Issuance  Plan (the
"Plan"),  which was assumed by the Company in connection with its acquisition of
Javelin Technologies, Inc.

            In our  capacity as counsel to the  Company,  we have  examined  the
Certificate of Incorporation and By-laws of the Company,  as amended,  the Plan,
the Registration  Statement and such other documents and certificates as we have
deemed appropriate as the basis for the opinion hereinafter expressed.

            With respect to factual matters,  we have relied upon statements and
certificates of officers of the Company. In all 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 advise you that certain  members of our firm 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 our firm under the caption "Legal
Matters" in the prospectus  constituting part of 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,


                                Olshan Grundman Frome Rosenzweig & Wolosky LLP