8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

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


       Date of Report (Date of earliest event reported): February 28, 2005
                                                         ------------------

                                   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 March 3, 2005,  NYFIX,  Inc. (the  "Company")  announced that it will restate
financial  results and expects to seek an  extension  for the filing of its 2004
Annual Report on Form 10-K.  The text of the press release issued by the Company
is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 4.02.  Non-Reliance on Previously Issued Financial  Statements or a Related
            Audit Report or Completed Interim Review

On March 3, 2005, NYFIX,  Inc.  announced that it will restate financial results
and expects to seek an  extension  for the filing of its 2004  Annual  Report on
Form 10-K.  The text of the press release  issued by the Company is furnished as
Exhibit 99.1 and is incorporated herein by reference.

Following  discussions between the Company's Audit Committee and its independent
registered  public  accounting  firm,  Deloitte  &  Touche LLP,  the Company
concluded on February 28, 2005, that a restatement of prior financial results is
required.  The  Company  is  reviewing  its  accounting  for  stock  options  in
connection  with a previously  disclosed  stock option inquiry by the Securities
and Exchange  Commission  and has concluded  that it  incorrectly  accounted for
certain previously issued stock option grants.

In addition,  the Company has determined that the non-cash  valuation  allowance
for deferred tax assets  established  at September  30, 2004 was  overstated  by
approximately  $3.0 million,  which had the effect of  overstating  the net loss
reported for the three and nine months ended  September 30, 2004 by this amount.
This was primarily a result of the existence of previously  unrecorded  deferred
tax liabilities  related to the Company's 2002 and 2004  acquisitions of Javelin
Technologies,  Inc. and EuroLink Network, Inc, respectively. The Company has not
yet  determined  the full extent of the stock  option  adjustments  that will be
necessary,  but anticipates that any deferred tax asset resulting therefrom will
significantly  offset the previously  unrecorded  deferred tax liabilities noted
above.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits

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

     99.1           Press release of NYFIX, Inc. dated March 3, 2005.








                                    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
                                               ---------------------------------
                                               Brian Bellardo
                                               Secretary
March 3, 2005


                                       3

EX-99

[GRAPHIC OMITTED]

FOR IMMEDIATE RELEASE

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

                      NYFIX TO RESTATE FINANCIAL STATEMENTS

STAMFORD, CT, March 3, 2005: NYFIX, Inc. (NASDAQ:  NYFX), a leader in technology
solutions for the financial  marketplace,  today  announced that it will restate
its previously issued financial statements.

The Company is reviewing its accounting  for stock options in connection  with a
previously  disclosed  stock  option  inquiry  by the  Securities  and  Exchange
Commission  and  has  concluded  that  it  incorrectly   accounted  for  certain
previously  issued stock option grants.  While the Company has not yet completed
its review,  it believes that non-cash  compensation  expense,  primarily in the
years  1999  to  2003,  was  materially  understated.  The  Company  has not yet
determined  the  full  extent  of the  stock  option  adjustments  that  will be
necessary.

In addition,  the Company has determined that the non-cash  valuation  allowance
for deferred tax assets  established  at September  30, 2004 was  overstated  by
approximately  $3.0 million,  which had the effect of  overstating  the net loss
reported for the three and nine months ended  September 30, 2004 by this amount.
This was primarily a result of the existence of previously  unrecorded  deferred
tax liabilities  related to the Company's 2002 and 2004  acquisitions of Javelin
Technologies, Inc. and EuroLink Network, Inc, respectively.

The  Company  has not  yet  determined  the  full  extent  of the  stock  option
adjustments that will be necessary,  but anticipates that any deferred tax asset
resulting therefrom will significantly offset the previously unrecorded deferred
tax liabilities noted above.

As a result, the Company intends to restate its audited financial statements for
the years ended December 31, 2003 and 2002 included in its 2004 Annual Report on
Form 10-K and is evaluating  whether it needs to restate its  unaudited  results
for the three and nine months  ended  September  30,  2004  included in its Form
10-Q.  Inasmuch as the  adjustments  relate to  non-cash  items,  the  resulting
restatement  will have no effect on the Company's  current cash position or cash
flows from operations.

The  Company  believes  that the  aforementioned  restatements  will  constitute
material weaknesses under Section 404 of the Sarbanes-Oxley Act of 2002.

TIMING OF 2004 ANNUAL REPORT ON FORM 10-K

The Company  expects to file for an automatic  extension of 15 calendar  days to
file its 2004  Annual  Report on Form 10-K under rule  12b-25 of the  Securities
Exchange Act of 1934.

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 with



additional data center hubs in London,  Amsterdam, Hong Kong and Tokyo. For more
information, please visit www.nyfix.com and www.javtech.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.