8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): OCTOBER 19, 2004
                                                         ----------------


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


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


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


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

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

/ / Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

/ / Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))





Item 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
            ---------------------------------------------

     On October 19, 2004,  NYFIX,  Inc.  announced  establishment of a valuation
allowance  for deferred tax assets,  revised  guidance for the third  quarter of
2004 and the date for its third quarter 2004 conference call and business update
on the  internet.  The full  text of the press  release  is  attached  hereto as
Exhibit 99.1.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.
            ---------------------------------

(c)   Exhibits

      EXHIBIT NO.          EXHIBITS
      -----------          --------

      99.1                 Press release of NYFIX, Inc. dated October 19, 2004.











                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                         NYFIX, INC.



                                         By:   /s/ Brian Bellardo
                                               ---------------------------------
                                               Name: Brian Bellardo
                                               Title: Secretary
Dated: October 19, 2004

EX-99.1

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE                                                     NYFIX

COMPANY CONTACT:
Jennifer Carberry
NYFIX, Inc.
(203) 425-8000 or
info@nyfix.com
WWW.NYFIX.COM

  NYFIX, INC. ESTABLISHES VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS, REVISES
  GUIDANCE FOR THE THIRD QUARTER OF 2004 AND SETS DATE FOR THIRD QUARTER 2004
                 CONFERENCE CALL AND BUSINESS UPDATE ON THE WEB


STAMFORD,  CT,  OCTOBER  19,  2004:  NYFIX,  INC.  (NASDAQ:  NYFX),  A LEADER IN
TECHNOLOGY  solutions for the financial  marketplace,  today  announced that, at
September 30, 2004, it is  establishing a valuation  allowance of  approximately
$20.6  million  for  deferred  tax  assets  consisting  primarily  of tax credit
carryforwards and net operating loss carryforwards.


     The Company is  establishing  the valuation  allowance in  accordance  with
Statement of Financial Accounting Standard No. 109 "Accounting for Income Taxes"
("SFAS No. 109").  Where there are cumulative  operating losses in recent years,
SFAS No. 109 requires,  except in very limited  circumstances,  that a valuation
allowance be established.  The Company had operating income in 2001, but did not
in 2002 and 2003. The Company previously  estimated that the deferred tax assets
would be realized and no valuation allowance was required,  based on revenue and
operating expense assumptions.

     The Company  expects to report that its revenues  for the third  quarter of
2004 grew more than $1 million from the second quarter of 2004 to  approximately
$19.5 million,  which is within its previously announced guidance of $19 million
to $21 million. However, during the third quarter of 2004, the Company's general
and  administrative  expenses  related  to SEC  compliance  and  legal  expenses
increased more than  forecasted and the Company expects these costs to remain at
this higher level in the near term. These cost increases, together with revenues
from its Transaction Services Segment being impacted by much lower than expected
volumes in the equity markets,  particularly during the month of September,  are
the primary reasons the Company did not achieve  profitability  for the quarter.
In light of these events and the limited circumstances as prescribed by SFAS No.
109, the Company recorded a valuation  allowance of approximately  $20.6 million
as a non-cash  charge at September  30, 2004.  The Company  expects to return to
profitability,  but until it can  achieve and  sustain an  appropriate  level of
profitability, it plans to record a full valuation allowance on its deferred tax
assets.

     The  Company is  revising  its  previous  earnings  guidance  for the third
quarter  of 2004 to a net loss of  approximately  $0.68 per common  share.  This
revision  takes into  account the  aforementioned  valuation  allowance  for the
deferred tax assets of $20.6 million (approximately $0.64 per common share).

     In conjunction  with the Company's  release of Third Quarter 2004 operating
results  before the market  opening on  Wednesday,  October  27,  2004,  you are
invited to listen to the Company's  conference  call that will be broadcast live
over the Internet on Wednesday,  October 27th, 2004 at 12 noon eastern time with
NYFIX senior management.

     What: NYFIX, INC. 2004 THIRD QUARTER CONFERENCE CALL AND BUSINESS UPDATE

     When: WEDNESDAY, OCTOBER 27TH 2004 AT 12 NOON

     Where: HTTP://PHX.CORPORATE-IR.NET/PHOENIX.ZHTML?P=IROL-
            EVENTDETAILS&C=99977&EVENTID=942149

     or log onto WWW.NYFIX.COM UNDER "ABOUT NYFIX, INVESTOR RELATIONS,  INVESTOR
EVENTS CALENDAR"

     How: LIVE OVER THE INTERNET - SIMPLY LOG ON TO THE WEB AT THE ADDRESS ABOVE

     If you are unable to participate during the live webcast,  the call will be
archived on the NYFIX web site www.nyfix.com.


     (Minimum  Requirements  to listen to  broadcast:  The Windows  Media Player
software, downloadable free from  http://www.microsoft.com/windows/windowsmedia/
EN/default.asp  and at  least a  28.8Kbps  connection  to the  Internet.  If you
experience   problems   listening   to  the   broadcast,   send  an   email   to
ISProducers@prnewswire.com).

     NYFIX, Inc. Contact: Jennifer Carberry, Ph: 203-425-8000, info@nyfix.com

ABOUT NYFIX, INC.

NYFIX,  INC.  is an  established  provider  to the  domestic  and  international
financial  markets  of  trading  workstations,  middle-office  trade  automation
technologies and trade communication  technologies.  Our NYFIX Network is one of
the industry's  largest networks,  connecting  broker-dealers,  institutions and
exchanges.  In addition to our headquarters in Stamford, we have offices on Wall
Street in New York City, in London's Financial District,  in Chicago, and in San
Francisco.  We operate three data centers in the northeastern  United States and
four  International  data centers hubs;  two in Europe,  one in Tokyo and one in
Hong Kong. For more information, please visit www.nyfix.com.

This  press  release  contains  certain  forward-looking  statements  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors  created  thereby.  Investors are cautioned that all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation,  the  ability of the  Company to market and  develop  its  products.
Although   the   Company   believes   that  the   assumptions   underlying   the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements included in this press release will prove to be
accurate.   In  light  of  the   significant   uncertainties   inherent  in  the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a  representation  by the Company or any other  person
that the objectives and plans of the Company will be achieved.