S-3

      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-3
                             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                          (I.R.S. Employer
incorporation or organization)                         Identification Number)


                              STAMFORD HARBOR PARK
                                333 LUDLOW STREET
                           STAMFORD, CONNECTICUT 06902
                                 (203) 425-8000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

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

                                 PETER K. HANSEN
                             CHIEF EXECUTIVE OFFICER
                                   NYFIX, INC.
                              STAMFORD HARBOR PARK
                                333 LUDLOW STREET
                           STAMFORD, CONNECTICUT 06902
                                 (203) 425-8000
            (Name, address, including zip code, and telephone number,
             including area code, of agent for service of process)

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

                                   COPIES TO:

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


        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement.



            If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. /_/

            If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. /X/

            If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. /_/

            If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. /_/

            If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. /_/

                         CALCULATION OF REGISTRATION FEE




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


Common Stock, par value
  $.001 per share ..........................     2,784,896            $8.68              $24,172,897         $22,239.07


(1)     Estimated solely for the purpose of calculating the registration fee in
        accordance with Rule 457(c) under the Securities Act of 1933, as
        amended, based on the average of the high and low price of $9.05 and
        $8.30, respectively, of the common stock on May 10, 2002.


            THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.


                                       2

                                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 (the "Acquisition Shares"). 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 agreed to register
the Acquisition Shares. The Company has prepared this Registration Statement, in
accordance with the requirements of Form S-3 under the Securities Act of 1933,
as amended, to register the 2,784,896 Acquisition Shares. Notwithstanding the
registration of the Acquisition Shares, a number of such shares may not be sold
currently since they are subject to various lock-up agreements.




                                       3


The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not seeking an offer to buy these securities in
any state where the offer or sale is not permitted.

                 PRELIMINARY PROSPECTUS--SUBJECT TO COMPLETION,
                               DATED MAY 15, 2002

PROSPECTUS

                                   NYFIX, INC.

                        2,784,896 SHARES OF COMMON STOCK

     o    The shares of common stock offered by this  prospectus  are being sold
          by the selling shareholders.

     o    We will not receive any proceeds from the sale of these shares.

     o    Our  common  stock is traded on the  Nasdaq  Stock  Market's  National
          Market under the symbol NYFX.

     o    On May 10, 2002, the last reported sale for our common stock was $8.82
          per share.

     INVESTING  IN OUR COMMON STOCK  INVOLVES A HIGH DEGREE OF RISK.  YOU SHOULD
     CAREFULLY  CONSIDER THE FACTORS  DESCRIBED UNDER THE HEADING "RISK FACTORS"
     BEGINNING ON PAGE 5 OF THIS PROSPECTUS.

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

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


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

                               _________ ___, 2002






                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

Prospectus Summary.....................................................   1

Risk Factors...........................................................   5

Where You Can Find More Information ...................................  13

Incorporation of Certain Documents by Reference........................  13

Forward-Looking Statements.............................................  14

Use of Proceeds........................................................  14

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

Plan of Distribution...................................................  18

Legal Matters..........................................................  20

Experts................................................................  20

Disclosure of Commission Position on Indemnification
      for Securities Act Liabilities...................................  20







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


                                      -ii-


                               PROSPECTUS SUMMARY

            THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION ABOUT NYFIX. THIS
SUMMARY MAY NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD CONSIDER BEFORE
INVESTING IN OUR COMMON STOCK. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY,
INCLUDING THE INFORMATION UNDER "RISK FACTORS" BEGINNING ON PAGE 4 AND THE
INFORMATION INCORPORATED BY REFERENCE HEREIN BEFORE MAKING AN INVESTMENT
DECISION.


NYFIX, INC.

            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.



                                       1


            3.    NYFIX  TRANSACTION  SERVICES  will operate as a  broker-dealer
                  pending approval of its membership application by the National
                  Association of Securities  Dealers  (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.

            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



                                       2


reliable order routing. A single dedicated circuit between our customers and the
NYFIX network  enables  connectivity  to buyside and sellside  institutions  and
major  international   exchanges  and  alternative   execution  venues  such  as
electronic communication networks (ECNs) and alternative trading systems (ATSs).
We also have  developed  and offer an  integrated  portfolio of modular  desktop
trading applications, exchange floor automation and exchange access applications
for trading  domestic  and  international  equities,  futures and  options.  Our
outsourced  application  solutions  reside upon our  centralized  system and are
delivered through the NYFIX network. Our products and services operate using the
industry standard Financial Information Exchange (FIX) protocol.

            We have been profitable since the first quarter of 1999 and have had
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.


                                       3


            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;

            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.


SHARES BEING OFFERED

            This prospectus relates to the offering by the selling shareholders
of an aggregate of 2,784,896 shares of our common stock, consisting of shares we
issued to them in connection with our acquisition of Javelin Technologies, Inc.



                                       4



                                  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 obtain profitable
operations.

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;




                                       5


            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
impede our ability to deliver products in a timely fashion and fulfill existing
customer commitments and, as a result, our business, financial condition and



                                       6


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.




                                       7


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.





                                       8


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.



                                       9


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.


                                       10


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:



                                       11



            o     additional legislation;

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

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

            In addition, NYFIX Millennium's status as a recognized ATS requires
that its trade execution and communication systems be able to handle anticipated
present and future peak trading volumes. If any of our systems 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.



                                       12


                       WHERE YOU CAN FIND MORE INFORMATION

            We have filed a registration statement on Form S-3 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 incorporated by reference is
considered to be part of this prospectus, and later information filed 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 Sections 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 April 15, 2002;

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

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



                                       13


            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 hereby are being registered for
the account of the selling shareholders identified in this prospectus. See
"Selling Shareholders." We will not receive any proceeds from the sale of such
shares. All net proceeds from the sale of the common stock will go to the
shareholders that offer and sell their shares.


                              SELLING SHAREHOLDERS

            The following table sets forth information, as of the date hereof,
with respect to our common stock beneficially owned by each selling shareholder.
The selling shareholders are not obligated to sell any of the shares offered by
this prospectus. The number of shares sold by each selling shareholder may
depend on a number of factors, such as the market price of our common stock.

            We are registering an aggregate of 2,784,896 shares of our common
stock for resale by the selling shareholders in accordance with registration
rights previously granted to them. We agreed to file a registration statement
under the Securities Act with the SEC, of which this prospectus is a


                                       14



part,  with  respect to the resale of such shares that we issued as of March 31,
2002 in connection with our acquisition of Javelin Technologies, Inc.

            The selling shareholders may sell any or all of their shares listed
below from time to time. Accordingly, we cannot estimate how many shares the
selling shareholders will own upon consummation of any such sales. Also, the
selling shareholders may have sold, transferred or otherwise disposed of all or
a portion of their shares since the date on which the shares were issued, in
transactions exempt from the registration requirements of the Securities Act.


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

George Kledaras                    1,175,267 (3)         1,175,267 (3)         0                       0

Frank Bruce                          537,083               537,083             0                       0

Opticality Ventures I, L.P.          412,621               412,621             0                       0

Nextera Investments, L.L.C.          165,048               165,048             0                       0

Thomson Services AG                  104,048               104,048             0                       0

Advent Software, Inc.                 82,524                82,524             0                       0

Robertson Stephens, Inc.              41,261                41,261             0                       0

A.W. Bertsch, Inc.                    31,214                31,214             0                       0

Wei Koek                              27,860 (4)             4,261          23,599 (4)                 *

Murray Hill Properties                27,103                27,103             0                       0

MLS-I, L.P.                           26,012                26,012             0                       0

MLS-II, L.P.                          26,012                26,012             0                       0

Collaborative Capital 1, LP           23,410                23,410             0                       0

Benjamin Lai                          19,771 (5)             2,732          17,039 (5)                 *

T.Com Holdings                        16,958                16,958             0                       0

Stuart Goldberg                       12,778 (6)               766          12,012 (6)                 *

Soteria Kledaras                      11,325                11,325             0                       0



                                       15


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

Merrill Roth                        11,058               11,058              0                         0

Investec Ernst & Company            10,315               10,315              0                         0

Jack K. White and Judith
  K. White Trust                     9,965                9,965              0                         0

Benjamin Strouse                     8,093 (7)            2,484            5,609 (7)                   *

Scott Appleby                        7,960 (8)            4,126            3,834 (8)                   *

Marcus Investments LLC               6,316                6,316              0                         0

Tannenbaum, Helpern, et al           4,832                4,832              0                         0

Samuel Herzfeld                      4,737                4,737              0                         0

Harold Bressler                      3,156                3,156              0                         0

Edward Brandman                      2,600                2,600              0                         0

Clark Callander                      2,600                2,600              0                         0

Mintak Ng                            2,215                2,215              0                         0

Anka & Kenneth Eshak                 2,196                2,196              0                         0

Robertson & Christine MacMillan      2,196                2,196              0                         0

Michael Gottlieb                     1,990                1,990              0                         0

Joel Wechsler                        1,989                1,989              0                         0

Howard Grufferman                    1,926                1,926              0                         0

Gail & Dushan Popovic                1,757                1,757              0                         0

Maura Brickman                       1,576                1,576              0                         0

Rhonel & Mark Brody                  1,576                1,576              0                         0

Francine & Irwin Gottlieb            1,576                1,576              0                         0



                                       16


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

Lance Hellman                         1,576               1,576                0                      0

Ira Kent                              1,576               1,576                0                      0

Amy & Alan Lascher                    1,576               1,576                0                      0

Howard Lazar                          1,576               1,576                0                      0

Norvin Corp.                          1,576               1,576                0                      0

Murray Schwalb                        1,576               1,576                0                      0

Steven Smedresman                     1,576               1,576                0                      0

Zissis Perkdikis                      1,193               1,193                0                      0

Miles Hellman                         1,097               1,097                0                      0

Natalie & Sidney Rosenthal            1,097               1,097                0                      0

Laurie & David Schreiber                831                 831                0                      0

Emily Marino                            628                 628                0                      0

Yossi Magalnic                          170                 170                0                      0
- ------------------
 *          less than 1%

(1)   Unless otherwise indicated, we believe that all persons named in the above
      table have sole voting and investment  power with respect to all shares of
      voting  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  and
      converted.   Assumes  a  base  of   30,697,171   shares  of  common  stock
      outstanding.

(2)   Beneficial  ownership of shares held by the 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
      securities sold.



                                       17


(3)   Includes 105,000 shares of our common stock owned by Mr.  Kledaras,  which
      he has  optioned to certain  employees of Javelin  Technologies,  Inc. and
      which options have not been exercised as of the date of this prospectus.

(4)   Includes  23,599  shares of our common  stock  issuable  upon  exercise of
      currently exercisable options.

(5)   Includes  17,039  shares of our common  stock  issuable  upon  exercise of
      currently exercisable options.

(6)   Includes  12,012  shares of our common  stock  issuable  upon  exercise of
      currently exercisable options.

(7)   Includes  5,609  shares of our common  stock  issuable  upon  exercise  of
      currently exercisable options.

(8)   Includes  3,834  shares of our common  stock  issuable  upon  exercise  of
      currently exercisable options.


                              PLAN OF DISTRIBUTION

            This prospectus relates to the offer and sale by the selling
shareholders of an aggregate of 2,784,896 shares of our common stock that we
issued in connection with our acquisition of Javelin Technologies, Inc.

            The selling shareholders may sell the shares in transactions in the
over-the-counter market, in negotiated transactions, or a combination of such
methods of sale. The selling shareholders may sell the shares on the Nasdaq
National Market or on any stock exchange on which the common stock may be listed
at the time of sale, through public or private transactions at prevailing market
prices, at prices related to such prevailing market prices or at privately
negotiated prices. The selling shareholders may also sell shares pursuant to
Rule 144 of the Securities Act, if applicable.

            The selling shareholders may use underwriters or broker-dealers to
sell the shares. Such underwriters and broker-dealers may receive compensation
in the form of discounts or commissions from the selling shareholders, or they
may receive commissions from the purchasers of shares for whom they acted as
agents, or both (which compensation as to a particular broker-dealer might be in
excess of customary commissions). The selling shareholders and any underwriter
or broker-dealer who participates in the distribution of the shares may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
commissions received by them and any profit on




                                       18


the  resale of the  shares  purchased  by them may be deemed to be  underwriting
discounts or commissions under the Securities Act.

            In addition, the broker-dealers' commissions, discounts or
concession may qualify as underwriters' compensation under the Securities Act.
We will disclose in a post-effective amendment to the registration statement any
broker-dealers the selling shareholders contract with in the selling effort who
may appear to be acting as underwriters within the meaning of Section 2(11) of
the Securities Act. If any such broker-dealers are acting as underwriters, we
will revise the disclosures in the registration statement to include the amount
of the shares of our common stock being sold by the broker-dealer and, if the
broker-dealer is entitled to sell additional shares, the broker-dealer's
relationship and obligations to us and the selling shareholders and any
associated expenses which we or the selling shareholders may incur in connection
with such sale of our common stock. We will also file any agreement the selling
shareholders or we may enter into with such broker-dealer as an exhibit to the
registration statement.

            Under applicable rules and regulations under the Securities Exchange
Act of 1934, as amended, any person engaged in a distribution of the shares may
not simultaneously engage in market-making activities with respect to our common
stock for a certain period of time, except under certain limited circumstances.
Also, without limiting the foregoing, each selling shareholder and any other
person participating in such distribution will be subject to applicable
provisions of the Exchange Act and rules and regulations thereunder (including
Regulation M), which provisions may limit the timing of purchases and sales of
shares of our common stock by such selling shareholder.

            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, including the
names of any underwriters, dealers or agents, the purchase price paid by any
underwriter for the shares, and any discounts or commissions.

            In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and complied with.

            We have agreed to pay substantially all of the expenses incident to
the registration, offering and sale of the shares to the public, excluding the
commissions or discounts of underwriters, broker-dealers or agents.


                                       19


                                  LEGAL MATTERS

            The validity of the shares of common stock offered hereby will be
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.



                                       20






                                   NYFIX, INC.


                                2,784,896 SHARES
                                       OF
                                  COMMON STOCK


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

                                   PROSPECTUS
                                -----------------



                              ___________ ___, 2002








            YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS
PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION
DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH PERSON
IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. THIS PROSPECTUS DOES NOT OFFER TO SELL OR BUY ANY SHARES
IN ANY JURISDICTION WHERE IT IS UNLAWFUL. THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE
TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK.




            NO ACTION IS BEING TAKEN IN ANY JURISDICTION OUTSIDE THE U.S. TO
PERMIT A PUBLIC OFFERING OF THE COMMON STOCK OR POSSESSION OR DISTRIBUTION OF
THIS PROSPECTUS IN THAT JURISDICTION. PERSONS WHO COME INTO POSSESSION OF THIS
PROSPECTUS IN JURISDICTIONS OUTSIDE THE U.S. ARE REQUIRED TO INFORM THEMSELVES
ABOUT AND TO OBSERVE ANY RESTRICTIONS AS TO THIS OFFERING AND THE DISTRIBUTION
OF THIS PROSPECTUS APPLICABLE TO THAT JURISDICTION.



                                       21

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14.                OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.





            The following table sets forth the costs and expenses payable by the
Registrant in connection with the issuance and distribution of the securities
being registered. All amounts are estimated except the SEC registration fee.


                                                          Amount to be Paid
                                                          -----------------

SEC registration fee..................................      $ 22,239.07

Accounting fees and expenses..........................      $  3,500.00

Legal fees and expenses...............................      $ 10,000.00

Miscellaneous.........................................      $    760.93
                                                            -----------

            Total.....................................      $ 36,500.00
                                                            ===========


ITEM 15.                INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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


                                       II-1


            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 16.       EXHIBITS.
NUMBER         DESCRIPTION


4.1(i)         Composite Certificate of Incorporation of the Registrant.
4.2(ii)        Bylaws of the Registrant.
4.3(iii)       Rights Agreement between Chase Mellon Shareholder Services,
               L.L.C. and the Registrant, dated September 1, 1997.
4.4(iv)        First Amendment to Rights Agreement between Chase Mellon
               Shareholder Services, L.L.C. and the Registrant, dated
               October 25, 1999.
5.1*           Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.
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.

(i)   Incorporated   by  reference   from   Exhibit  3.1  to  the   Registrant's
      Registration  Statement on Form S-3/A filed June 1, 2001 (Registration No.
      333-60314).

(ii)  Incorporated   by  reference   from   Exhibit  3.2  to  the   Registrant's
      Registration Statement on Form 10 filed March 5, 1993.

(iii) Incorporated by reference from Exhibit 1 to the  Registrant's  Registration
      Statement  on  Form  8-A  filed  September  10,  1997   (Registration  No.
      001-12292).

(iv)  Incorporated by reference from Exhibit 3 to the Registrant's  Registration
      Statement  on  Form  8-A/A  filed  November  3,  1999   (Registration  No.
      001-12292).


                                       II-2


ITEM 17.    UNDERTAKINGS.


(a)          The undersigned Registrant hereby undertakes:

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

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

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

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

            (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of an 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-3


                                   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-3 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, 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


                                        Chief Executive Officer, President and Director             May 15, 2002
/s/ Peter K. Hansen                     (Principal Executive Officer)
- ------------------------
Peter K. Hansen


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

Richard A. Castillo


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

George O. Deehan


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

William J. Lynch
                                                                                                    May 15, 2002
                                        Director
/s/ Carl E. Warden
- ------------------------
                                                                                                    May 15, 2002
Carl E. Warden
                                        Director
- ------------------------
George Kledaras


                                      II-4

                                  Exhibit Index

Exhibit

     4.1(i)         Composite Certificate of Incorporation of the Registrant.
     4.2(ii)        Bylaws of the Registrant.
     4.3(iii)       Rights Agreement between Chase Mellon Shareholder Services,
                    L.L.C. and the Registrant, dated September 1, 1997.
     4.4(iv)        First Amendment to Rights Agreement between Chase Mellon
                    Shareholder Services, L.L.C. and the Registrant, dated
                    October 25, 1999.
     5.1*           Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.
     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.

(i)   Incorporated   by  reference   from   Exhibit  3.1  to  the   Registrant's
      Registration  Statement on Form S-3/A filed June 1, 2001 (Registration No.
      333-60314).
(ii)  Incorporated   by  reference   from   Exhibit  3.2  to  the   Registrant's
      Registration Statement Form 10 filed March 5, 1993.
(iii) Incorporated by reference from Exhibit 1 to the registration  statement on
      Form 8-A filed September 10, 1997 (Registration No. 001-12292).
(iv)  Incorporated by reference from Exhibit 3 to the registration  statement on
      Form 8-A/A filed November 3, 1999 (Registration No. 001-12292).



                                      II-5

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-3 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
Deloitte & Touche LLP
Stamford, Connecticut
May 14, 2002

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
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

                We have acted as counsel to NYFIX, Inc., a New York corporation
(the "Company"), in connection with the filing of its registration statement on
Form S-3 (the "Registration Statement") relating to 2,784,896 shares (the
"Shares") of its common stock, par value $.001 per share (the "Common Stock"),
as more particularly described in the Registration Statement.

                In our capacity as counsel to the Company, we have examined the
Company's Certificate of Incorporation and By-Laws, each as amended to date, the
Registration Statement and such other documents as we have considered
appropriate for purposes of this opinion.

                With respect to factual matters, we have relied upon statements
and certificates of officers of the Company. We have also reviewed such other
matters of law and examined and relied upon such other documents, records and
certificates as we have deemed relevant hereto. In all such examinations we have
assumed conformity with the original documents of all documents submitted to us
as conformed or photostatic copies, the authenticity of all documents submitted
to us as originals and the genuineness of all signatures on all documents
submitted to us.

                On the basis of the foregoing, we are of the opinion that the
Shares will be, when sold as contemplated by the Registration Statement, duly
and validly issued, fully paid and non-assessable.

                We advise you that members of our firm own shares of Common
Stock.

                We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference made to our firm under the
caption "Legal Matters" in the prospectus constituting part of the Registration
Statement.

                              Very truly yours,
                              /s/ OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                              OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP