8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 8-K/A

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


       Date of Report (Date of earliest event reported): November 7, 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 4.01. Changes in Registrant's Certifying Accountant.

On October 31, 2005,  NYFIX,  Inc. (the "Company")  filed an 8-K with respect to
the  resignation  of  Deloitte  &  Touche  LLP  ("Deloitte")  as  the  Company's
independent registered public accounting firm. The October 31, 2005 8-K stated:

     "On October 27, 2005, NYFIX, Inc. (the "Company")  announced that
     Deloitte & Touche LLP  ("Deloitte") had resigned as the Company's
     independent  registered  public  accounting firm. The text of the
     press release issued by the Company is furnished as Exhibit 99.1.

     Deloitte's  reports  on  the  Company's   consolidated  financial
     statements for the years ended December 31, 2004 and 2003 did not
     contain  adverse  opinions or  disclaimer  of  opinions  and such
     opinions were not qualified or modified as to uncertainty,  audit
     scope or accounting principles.

     During the  Company's  years ended  December 31, 2004 and 2003 or
     for the interim  period from  January 1, 2005  through  March 31,
     2005,  there  were  no  disagreements  between  the  Company  and
     Deloitte on any matter of  accounting  principles  or  practices,
     financial statement  disclosure,  or auditing scope of procedure.
     Deloitte  has not  completed  any audit or review for the Company
     with  respect  to any  period  subsequent  to March 31,  2005 and
     therefore has not reported any disagreements  between the Company
     and Deloitte on any matter of accounting principles or practices,
     financial statement disclosure, or auditing scope of procedure.

     As previously  announced,  at the request of the Company's  Audit
     Committee,  management reviewed information relating to its stock
     option grants and the related  restatements  of its  consolidated
     financial  statements  as of  December  31, 2004 and 2003 and for
     each of the three  years in the period  ended  December  31, 2004
     included in the Company's Form 10-K for 2004 and its consolidated
     financial  statements  for the three  months ended March 31, 2005
     included in the  Company's  Form 10-Q for the three  months ended
     March  31,  2005,  all filed on June 30,  2005.  The  review  was
     prompted by questions  raised by Deloitte to the Audit Committee.
     These  questions  related to the SEC's inquiry into the Company's
     granting of stock options as previously reported.

     During  the  course of this  review,  management  determined  and
     advised  Deloitte that the Company had incorrectly  accounted for
     compensation   expense  attributable  to  certain  stock  options


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     previously  granted.  On October 19, 2005, the Company  announced
     that it expected to restate the consolidated financial statements
     as of December  31, 2004 and 2003 and for each of the three years
     in the  period  ended  December  31,  2004  and the  consolidated
     financial  statements  for the three months ended March 31, 2005.
     As previously  announced,  the Company  believes this restatement
     reflects a material weakness in internal controls.

     On  October  26,  2005,  in a  discussion  with the  Chair of the
     Company's  Audit  Committee,   Deloitte  stated,   based  on  its
     consideration  of a report from the Company's Audit Committee and
     a  report  of  management  to the  Audit  Committee,  that it was
     "unwilling   to  continue  as   independent   registered   public
     accountants of NYFIX, Inc. and to rely on the  representations of
     management."  On October 27,  2005,  Deloitte  delivered a letter
     dated  October  26,  2005 to the  Company  confirming  "that  the
     client-auditor  relationship between NYFIX, Inc. (Commission File
     No.  0-21324) and Deloitte & Touche LLP has ceased." (See Exhibit
     99.2) Deloitte has not further  elaborated to the Audit Committee
     Deloitte's   reasons  for  its   unwillingness   to  continue  as
     independent registered public accountants of NYFIX and to rely on
     the representations of management. The Company has not placed any
     limitation  on Deloitte in  responding  fully to the inquiries of
     any successor  independent  registered public accounting firm for
     the Company.

     During the course of preparing its financial  statements  for the
     year ended December 31, 2004, the Company identified and reported
     a  material  weakness  in its  internal  control  over  financial
     reporting  relating to the design and  implementation of adequate
     policies  and  procedures  to  review  certain  transactions  for
     compliance with accounting  principles  generally accepted in the
     United States of America.

     Subsequent  to  the  issuance  of  the   consolidated   financial
     statements  as of and for  the  year  ended  December  31,  2002,
     management of the Company determined and advised Deloitte that it
     would  restate  its  previously  issued  consolidated   financial
     statements  to change  the manner in which it  accounted  for its
     1999  and  2001   investments  in  and  2002  acquisition  of  an
     additional  30% ownership  interest in NYFIX  Millennium,  L.L.C.
     Subsequent  to  the  issuance  of  the   consolidated   financial
     statements  as of and for  the  year  ended  December  31,  2003,
     management of the Company determined and advised Deloitte that it
     incorrectly accounted for a) compensation expense attributable to
     stock options  granted;  and b) deferred taxes in connection with
     certain  acquisitions.  As a result,  the consolidated  financial


                                  3


     statements  as of December  31, 2003 and 2002 and for each of the
     three  years in the  period  ended  December  31,  2003 have been
     restated from the amounts previously reported.  Subsequent to the
     issuance of the consolidated  financial  statements as of and for
     the year  ended  December  31,  2004 and as of and for the  three
     months ended March 31, 2005, management of the Company determined
     and  advised   Deloitte   that  it   incorrectly   restated   the
     aforementioned  financial  statements  for  compensation  expense
     attributable to certain stock options  previously  granted.  As a
     result, the Company expects to restate the consolidated financial
     statements  as of December  31, 2004 and 2003 and for each of the
     three  years  in the  period  ended  December  31,  2004  and the
     consolidated  financial statements as of and for the three months
     ended March 31, 2005."

On  November  7,  2005,  Deloitte  provided  a  response  letter,  as the former
auditors,  to the Company's  disclosure of a change in auditors in Item 4 of the
Company's  October  31, 2005 Form 8-K.  The Company is amending  its October 31,
2005  Form 8-K to  include  Deloitte's  response  letter.  A copy of  Deloitte's
response letter is furnished as Exhibit 99.3.

Item 9.01.  Financial Statements and Exhibits.
(c)     Exhibits

        Exhibit No.  Exhibits
        -----------  --------

        99.1         Press release of NYFIX, Inc. dated October 27, 2005

                     (Previously furnished)

        99.2         Deloitte & Touche LLP October 26, 2005 letter

                     (Previously furnished)

        99.3         Deloitte & Touche LLP November 7, 2005 response letter








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                                    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
November 9, 2005







                                       5

EX-99

                                                                    Exhibit 99.3

DELOITTE


                                                         Deloitte & Touche LLP
                                                         Stamford Harbor Park
                                                         333 Ludlow Street
                                                         P.O. Box 10098
                                                         Stamford, CT D6902-6982
                                                         USA

                                                         Tel: +1 203 708 4000
November 7, 2005                                         Fax +1 203 708 4797
                                                         www.deloitte.com
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549 7561

Dear Sirs/Madams:

We have read Item 4.01 of NYFIX,  Inc.'s (the  "Company") Form 8-K dated October
26, 2005 as filed with the  Securities  and Exchange  Commission  (the "SEC") on
October 31, 2005, and have the following comments:

FIRST PARAGRAPH

We agree with the statement  made in this  paragraph  that the Company  issued a
press  release  on October  27,  2005  announcing  that we had  resigned  as the
Company's  independent  registered  public  accounting  firm.  For  purposes  of
clarity, the date of our resignation was October 26, 2005. We make no comment as
to the accuracy or completeness of the Company's October 27, 2005 press release.

SECOND PARAGRAPH

We agree with the statements  made in this  paragraph.  For purposes of clarity,
our report (dated June 28, 2005) included an explanatory  paragraph  relating to
the  restatement  of  the  Company's  consolidated  financial  statements  as of
December  31, 2003 and for the years ended  December  31, 2003 and 2002 and also
included a paragraph  referring to our report on the Company's  internal control
over  financial  reporting as of December 31,  2004,  which report  expressed an
adverse  opinion on the  effectiveness  of the Company's  internal  control over
financial reporting because of a material weakness.

On  October  20,  2005,  the  Company  filed  with the SEC a Form 8-K under Item
4.02(a),  dated October 19, 2005,  which  indicated that the Company  expects to
restate its consolidated  financial statements referred to in this paragraph and
that such consolidated financial statements should no longer be relied upon.

THIRD PARAGRAPH

We agree with the statements  made in the first sentence of this  paragraph.  We
agree with the statement  made in the second  sentence of this paragraph that we
have not completed any audit or review of the Company's  consolidated  financial
statements with respect to any period subsequent to March 31, 2005. For purposes
of clarity,  we did not  communicate any  disagreements  with the Company on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope of procedure during the period from March 31, 2005 to October 26,
2005, the date of our resignation.


                                                        Member of
                                                        Deloitte Touche Tohmatsu




FOURTH PARAGRAPH

We disagree with the accuracy and  completeness  of the statements  made in this
paragraph.  We believe that the matters discussed in this paragraph  represent a
reportable event under Item 304(a) (1) (v) of Regulation S-K, and are summarized
as follows:

At a meeting  with the  Company's  Audit  Committee  held on August 1, 2005,  we
requested that the Audit Committee perform an investigation regarding the timing
and accuracy of certain stock options  granted in prior years and the accounting
thereof,  specifically  relating to certain Company documents that were provided
to us by the staff of the SEC during  depositions  of  members  of the  Deloitte
&  Touche LLP ("Deloitte")  2004 engagement team for NYFIX, Inc. on July 26,
2005 and July 27, 2005 in connection with an SEC inquiry regarding the Company's
stock options.  Certain of such documents were not previously  provided to us by
the Company in connection  with our prior  audits.  We also  requested  that the
investigation  specifically  address  why the  documents  in  question  were not
provided to us in  connection  with our prior audits or in  connection  with the
June 2005  restatement of the  consolidated  financial  statements for the years
ended December 31, 2003 and 2002.  Also on August 1, 2005, we informed the Audit
Committee that we were  suspending all audit and review  services to the Company
including the interim  review of the second  quarter ended June 30, 2005,  until
the  investigation  was  completed to our  satisfaction,  including the remedial
actions, if any, undertaken or to be undertaken.

On September  15, 2005,  we requested  that the Audit  Committee  include in its
investigation additional Company documents that were provided to us by the staff
of the SEC in  connection  with  an  informal  interview  of the  Deloitte  2004
engagement  partner for NYFIX, Inc. held on September 14, 2005, certain of which
were not previously  provided to us by the Company in connection  with our prior
audits or in  connection  with the June  2005  restatement  of the  consolidated
financial statements for the years ended December 31, 2003 and 2002.

The Audit Committee  orally reported the results of its  investigation  to us on
October 18, 2005 and, on the same date, submitted to us the draft written report
of NYFIX,  Inc.  management to the Audit  Committee  and the exhibits  contained
therein as  provided  by Wilmer  Cutler  Pickering  Hale &  Dorr.  The final
written report,  dated October 21, 2005, of NYFIX, Inc.  management to the Audit
Committee was received by us on October 21, 2005.  Throughout  the course of the
Audit  Committee  investigation  and  up to the  date  of  our  resignation,  we
participated in numerous  meetings and conference calls with the Audit Committee
and/or the Company.

On  October  20,  2005,  the  Company  filed  with the SEC a Form 8-K under Item
4.02(a),  which indicated that the Company  expects to restate its  consolidated
financial  statements  referred to in this paragraph and that such  consolidated
financial statements should no longer be relied upon.

FIFTH PARAGRAPH

We agree with the statements  made in this  paragraph.  For purposes of clarity,
the "review"  referred to in the first  sentence of this paragraph is assumed by
us to relate to the Audit Committee  investigation  requested by us as described
in our comments to the fourth  paragraph  above,  and the phrase "As  previously
reported"  in the last  sentence of this  paragraph is assumed by us to refer to
the Company's Form 8-K filed on October 20, 2005.



SIXTH PARAGRAPH

We  agree  with  the  statements  made  in the  first  three  sentences  of this
paragraph.  For  purposes  of clarity of the first and third  sentences  of this
paragraph,  in  our  October  26,  2005  communication  to the  Chairman  of the
Company's  Audit  Committee,  we indicated that we had carefully  considered the
Audit  Committee's  report on their  investigation,  the  report of NYFIX,  Inc.
management to the Audit Committee and the exhibits contained therein as prepared
by Wilmer Cutler Pickering Hale & Dorr, and that we have made a professional
judgment  that we are  unwilling to continue as  independent  registered  public
accountants of NYFIX or to rely on the representations of management.

We have no  basis  upon  which to agree or  disagree  with the  accuracy  of the
statement  made in the fourth  sentence  of this  paragraph,  as we have not yet
received authorization from the Company to speak with a successor auditor.

SEVENTH PARAGRAPH

We agree with the statements made in this paragraph.

EIGHTH PARAGRAPH

We agree with the statements made in this paragraph. For purposes of clarity, on
October 20, 2005,  the Company filed with the SEC a Form 8-K under Item 4.02(a),
which indicated that the Company expects to restate its  consolidated  financial
statements  referred to in this paragraph and that such  consolidated  financial
statements should no longer be relied upon.

Yours truly,

/s/ Deloitte & Touche LLP