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 28, 2005

NYFIX, INC.
(Exact name of registrant as specified in its charter)
Delaware	0-21324	06-1344888
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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):

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

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

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

oPre-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 31, 2005, NYFIX, Inc. announced certain unaudited financial information for the second and third quarters of 2005. The full text of the press release is attached hereto as Exhibit 99.1.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 28, 2005, Nasdaq advised the Company that the Nasdaq Listing Qualifications Panel (“Panel”) had determined to delist the Company’s securities from the Nasdaq National Market effective with the open of business on Tuesday, November 1, 2005. The Company was not in compliance with Nasdaq Marketplace Rule 4310(c)(14) because it was unable to file its Quarterly Report on Form 10-Q for the three months ended June 30, 2005 within the extended deadline previously granted by the Panel. On October 31, 2005, NYFIX, Inc. announced an update to the delisting of its common stock from the Nasdaq National Market System. 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 31, 2005.

2

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: November 1, 2005

3

EX-99.1

FOR IMMEDIATE RELEASE

Company Contact:

John Coleman

Jennifer Carberry

NYFIX, Inc.

(203) 425-8000 or

info@nyfix.com

www.nyfix.com

NYFIX, INC. PROVIDES UPDATE TO DELISTING AND EARNINGS

STAMFORD, CT, October 31, 2005: NYFIX, Inc. (NASDAQ: NYFXE), NYFIX a leader in technology solutions for the financial marketplace recently announced that its independent registered public accountant, Deloitte & Touche LLP, resigned. As described in the Company’s Forms 8-K dated October 19 and 20, 2005, the Company has determined that it expects to restate its previously issued financial statements to recognize approximately $2 million in additional pre-tax, non-cash compensation expense primarily over a six-year period - 1999 through 2004.

NYFIX is currently interviewing accounting firms and proceeding as expeditiously as possible to hire a new registered public accounting firm and to bring the Company's regulatory filings current.

Nasdaq had previously provided the Company with an extension until October 31, 2005 to become current in its financial reporting. The Company will not meet this deadline. As a result, the Company has been notified by Nasdaq that the Company’s common stock will be delisted from the National Market System as of market opening on Tuesday, November 1, 2005. The Company anticipates that, following the Nasdaq delisting, its common stock will be traded in the Pink Sheets under the Symbol NYFX.PK.

The Company intends to return to the National Market System as soon as possible after it becomes current with its public filing requirements.

2nd and 3rd Quarter 2005 Update  

Financial information in this press release is un-audited.

The Company has experienced quarter over quarter growth in revenues since the first quarter of 2004 and will continue to execute its business plan and strategy. The Company has no plans to make any changes in customer service.

Quarterly revenues have risen from $17 million in the first quarter of 2004 to approximately $25 million in third quarter of 2005, which is an increase of approximately 50%. For the nine months ended September 30, 2005, revenues increased approximately 30% as compared to the same period in 2004.

Revenues for the three months ended June 30, 2005 were approximately $24 million, with an estimated loss of ($0.04) per common share. For the three months ended September 30, 2005, revenues were approximately $25 million, with an estimated loss in the range of ($0.03) and ($0.01) per common share.

There has been no material change in the Company’s ability to meet its current obligations since its financial statements were filed with its Form 10-Q for the three months ended March 31, 2005.

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 redundant 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.

Financial information in this press release is unaudited. 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.