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

                                    FORM 10-Q

(Mark one)

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

         For the quarterly period ended September 30, 2000

                                       OR

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

         For the transition period from ________to________

                           Commission File No. 0-21324

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

               NEW YORK                               06-1344888
        (State of incorporation)         (I.R.S. Employer identification number)

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

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




            Indicate  by check mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|


25,009,975  shares of Common Stock were issued and outstanding as of October 27,
2000.


<PAGE>



NYFIX, INC.

FORM 10-Q
   For the quarterly period ended September 30, 2000


CONTENTS                                                                   PAGE

PART I.     FINANCIAL INFORMATION

   Item 1.  Financial Statements

            Condensed Consolidated Balance Sheets as of
            September 30, 2000 (unaudited) and December 31, 1999             3

            Condensed Consolidated Statements of Income (unaudited)
            for the three month and nine month periods ended
            September 30, 2000 and 1999                                      4

            Condensed Consolidated Statements of Cash Flows
            (unaudited) for the nine month periods ended
            September 30, 2000 and 1999                                      5

            Notes to Condensed Consolidated Financial
            Statements (unaudited)                                           6

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                              9

   Item 3.  Quantitative and Qualitative Disclosures About Market Risk      13

PART II. OTHER INFORMATION

   Item 6.  Exhibits and Reports on Form 8-K                                14


SIGNATURE                                                                   14


                                       2
<PAGE>

                           NYFIX, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                     September 30,    December 31,
                                                                                         2000            1999
                                                                                         ----            ----
ASSETS                                                                                (Unaudited)
CURRENT ASSETS:
<S>                                                                                  <C>            <C>
    Cash and cash equivalents                                                        $  4,658,088   $  1,565,649
    Accounts receivable - less allowance of $234,000 and $125,000, respectively        10,207,943      7,088,820
    Inventories, net                                                                    1,547,738      1,303,658
    Prepaid expenses and other current assets                                             735,768        478,641
    Due from NYFIX Millennium                                                             772,472        861,970
    Receivable from officers                                                              152,212        156,992
                                                                                     ------------   ------------
                  Total Current Assets                                                 18,074,221     11,455,730
EQUIPMENT, net                                                                          8,026,715      5,873,037
INVESTMENT IN NYFIX MILLENNIUM                                                         19,500,000     19,500,000
OTHER ASSETS, net                                                                       2,551,117      1,999,258
                                                                                     ------------   ------------
                  TOTAL ASSETS                                                       $ 48,152,053   $ 38,828,025
                                                                                     ============   ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable                                                                 $  2,631,937   $  1,845,996
    Accrued expenses                                                                    2,051,942      1,269,070
    Current portion of debt                                                             2,250,000        500,000
    Advance billings                                                                    4,291,939      3,178,636
    Payroll and other taxes payable                                                        61,420        149,043
                                                                                     ------------   ------------
              Total Current Liabilities                                                11,287,238      6,942,745

LONG-TERM DEBT                                                                               --        2,000,000
                                                                                     ------------   ------------
                  Total Liabilities                                                    11,287,238      8,942,745
                                                                                     ------------   ------------

STOCKHOLDERS' EQUITY:
    10% Convertible preferred stock - par value $1.00; 5,000,000 shares authorized;
          none issued
    Common stock - par value $.001; 60,000,000 authorized, 24,962,725 and
          15,903,302 shares issued and outstanding, respectively                           24,963         15,903
    Warrants                                                                              246,170        189,509
    Additional paid-in capital                                                         39,041,790     35,681,437
    Accumulated deficit                                                                (1,863,748)    (5,369,945)
    Due from officers and directors                                                      (584,360)      (631,624)
                                                                                     ------------   ------------
                  Total Stockholders' Equity                                           36,864,815     29,885,280
                                                                                     ------------   ------------
                  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $ 48,152,053   $ 38,828,025
                                                                                     ============   ============
</TABLE>

The accompanying notes to the condensed consolidated financial statements are an
integral part of these statements.

                                       3


<PAGE>

                           NYFIX, INC. AND SUBSIDIARY

             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>

                                                      Three Month Period Ended       Nine Month Period Ended
                                                    September 30,  September 30,  September 30,   September 30,
                                                         2000        1999              2000           1999
                                                    -------------  -------------  -------------   -------------
REVENUES:
<S>                                                 <C>            <C>            <C>            <C>
Sales                                               $  1,376,245   $    709,878   $  3,524,332   $  2,584,384
Subscription revenues                                  4,270,851      1,839,024     10,837,021      4,565,074
Service contracts                                        863,729        447,687      2,063,808      1,293,859
                                                    ------------   ------------   ------------   ------------

      Total Revenues                                   6,510,825      2,996,589     16,425,161      8,443,317
                                                    ------------   ------------   ------------   ------------
COST OF REVENUES:

Cost of sales                                            143,970         88,856        534,893        405,476

Cost of subscription revenues                          1,422,029        670,022      3,424,225      1,742,800

Cost of service contracts                                183,946        143,732        478,784        394,174
                                                    ------------   ------------   ------------   ------------
      Total Cost of Revenues                           1,749,945        902,610      4,437,902      2,542,450
                                                    ------------   ------------   ------------   ------------
GROSS PROFIT                                           4,760,880      2,093,979     11,987,259      5,900,867
                                                    ------------   ------------   ------------   ------------
EXPENSES:
Selling, general and administrative                    2,648,101      1,543,162      7,205,575      4,839,879
Depreciation and amortization                            272,975        155,392        755,335        436,107
                                                    ------------   ------------   ------------   ------------
      Total Expenses                                   2,921,076      1,698,554      7,960,910      5,275,986
                                                    ------------   ------------   ------------   ------------
EARNINGS FROM OPERATIONS                               1,839,804        395,425      4,026,349        624,881

Interest expense                                         (64,872)       (44,009)      (196,842)      (143,255)

Interest and other income                                 35,850         32,813        111,334         93,420
                                                    ------------   ------------   ------------   ------------
EARNINGS BEFORE PROVISION FOR INCOME TAXES             1,810,782        384,229      3,940,841        575,046

PROVISION FOR INCOME TAXES                               145,404         16,561        434,644         27,036
                                                    ------------   ------------   ------------   ------------
NET EARNINGS                                        $  1,665,378   $    367,668   $  3,506,197   $    548,010
                                                    ============   ============   ============   ============
BASIC EARNINGS PER COMMON SHARE                     $       0.07   $       0.02   $       0.14   $       0.03
                                                    ============   ============   ============   ============
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING      24,823,736     21,306,683     24,458,917     21,274,061
                                                    ============   ============   ============   ============
DILUTED EARNINGS PER COMMON SHARE                   $       0.06   $       0.02   $       0.13   $       0.02
                                                    ============   ============   ============   ============
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING    26,995,836     23,032,616     26,480,142     22,545,776
                                                    ============   ============   ============   ============
</TABLE>


The accompanying notes to the condensed consolidated financial statements are an
integral part of these statements.

                                       4
<PAGE>
                           NYFIX, INC. AND SUBSIDIARY

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  Nine Month Period Ended
                                                               September 30,  September 30,
                                                                  2000            1999
                                                               -------------  -------------

<S>                                                             <C>           <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES                       $ 5,083,584   $   426,277
                                                                -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Payments for equipment                                       (3,757,868)   (3,138,830)
    Payments for software development costs and other assets     (1,399,954)   (1,197,441)
                                                                -----------   -----------
                 Net cash used in investing activities           (5,157,822)   (4,336,271)
                                                                -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayment of line of credit                                    (250,000)         --
    Proceeds from line of credit                                       --         700,000
    Issuance of common stock                                      3,416,677     2,845,495
                                                                -----------   -----------
                 Net cash provided by financing activities        3,166,677     3,545,495
                                                                -----------   -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  3,092,439      (364,499)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                    1,565,649     3,948,004
                                                                -----------   -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                        $ 4,658,088   $ 3,583,505
                                                                ===========   ===========
</TABLE>



The accompanying notes to the condensed consolidated financial statements are an
integral part of these statements.




                                       5


<PAGE>

NYFIX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
----------------------------------------------------------------


1.          ORGANIZATION

            NYFIX,  Inc. and subsidiary  (the "Company") is listed on the Nasdaq
            Stock  Market  under the symbol  NYFX.  Prior to March 6, 2000,  the
            Company's  common  stock was traded on the American  Stock  Exchange
            under the ticker symbol NYF.

            References  herein  to "we" and  "our"  refer  to  NYFIX,  Inc.  and
            consolidated  subsidiary  unless the context  specifically  requires
            otherwise.


2.          BASIS OF PRESENTATION

            The  accompanying   unaudited   condensed   consolidated   financial
            statements have been prepared in accordance with generally  accepted
            accounting principles for interim financial information and with the
            instructions  to  Form  10-Q.  In the  opinion  of  management,  all
            adjustments, which comprise normal and recurring accruals considered
            necessary  for  a  fair  presentation,   have  been  included.   The
            preparation  of financial  statements in conformity  with  generally
            accepted accounting principles requires management to make estimates
            and  assumptions  that  affect  the  reported  amounts of assets and
            liabilities  and disclosure of contingent  assets and liabilities at
            the date of the financial  statements,  and the reported  amounts of
            revenues and expenses  during the reporting  period.  Actual results
            could differ from those estimates.  Operating  results for the three
            and nine month periods ended  September 30, 2000 are not necessarily
            indicative  of the results  that may be expected for the year ending
            December  31,   2000.   For  further   information,   refer  to  the
            consolidated  financial statements and footnotes thereto included in
            the Company's annual report on Form 10-K for the year ended December
            31, 1999.

            Certain 1999 balances have been  reclassified to conform to the 2000
            presentation.

3.          CAPITAL STOCK

            On March 13, 2000, the Board of Directors authorized a three for two
            stock split in the form of a 50% stock dividend to  stockholders  of
            record on March 24, 2000, payable April 4, 2000.

            All share and per share  information  included  in the  accompanying
            consolidated  financial statements have been retroactively  restated
            for the stock split.


4.          PER SHARE INFORMATION

            The Company's  basic earnings per share ("EPS") is calculated  based
            on  net   earnings   available  to  common   stockholders   and  the
            weighted-average  number of shares  outstanding  during the reported
            period.  Diluted EPS includes  additional dilution from common stock
            equivalents,  such as stock  issuable  pursuant  to the  exercise of
            stock options and warrants.

                                       6

<PAGE>
<TABLE>
<CAPTION>

                                        Three Month                Nine Month
                                        Period Ended               Period Ended
                                  --------------------------- ---------------------------
                                  September 30, September 30, September 30, September 30,
                                      2000          1999          2000          1999
                                  --------------------------- ---------------------------

<S>                                <C>          <C>          <C>          <C>
Net Earnings                       $ 1,665,378  $   367,668  $ 3,506,197  $   548,010
                                   ===========  ===========  ===========  ===========

Basic Weighted Average Shares
  Outstanding                       24,823,736   21,306,683   24,458,917   21,274,061
                                   ===========  ===========  ===========  ===========
Basic Earnings per Common Share    $      0.07  $      0.02  $      0.14  $      0.03
                                   ===========  ===========  ===========  ===========
Basic Weighted Average
  Shares Outstanding                24,823,736   21,306,683   24,458,917   21,274,061
     Dilutive Options                2,138,299    1,457,089    1,987,978    1,061,463
     Dilutive Warrants                  33,801      268,844       33,247      210,252
                                   -----------  -----------  -----------  -----------
Diluted Weighted Average Shares
  Outstanding                       26,995,836   23,032,616   26,480,142   22,545,776
                                   ===========  ===========  ===========  ===========

Diluted Earnings per Common Share  $      0.06  $      0.02  $      0.13  $      0.02
                                   ===========  ===========  ===========  ===========
</TABLE>


5.          INCOME TAXES

            The Company's projected annual Federal income tax provision has been
            offset through the utilization of net operating loss  carryforwards.
            The  Company's  income tax  provision  consists of estimated  state,
            local, and foreign income taxes.

6.          INVENTORIES

            Inventories consist of parts, finished goods and minor materials and
            are  stated  at the lower of cost,  determined  on an  average  cost
            basis, or market.

                                                   September 30,   December 31,
                                                       2000            1999
                                                       ----            ----
             Parts                                 $1,028,801     $   828,259
             Finished goods                           600,937         557,399
             Less: allowance for obsolescence          82,000          82,000
                                                   ----------     -----------
                           Total                   $1,547,738     $ 1,303,658
                                                   ==========     ===========


                                       7

<PAGE>

7.          IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

            In June 1998,  the Financial  Accounting  Standards  Board  ("FASB")
            issued SFAS No. 133,  "Accounting  for  Derivative  Instruments  and
            Hedging  Activities." This statement  establishes  standards for the
            accounting and reporting for derivative  instruments and for hedging
            activities and requires the recognition of all derivatives as assets
            or  liabilities  measured  at their  fair  value.  Gains  or  losses
            resulting  from  changes in the fair value of  derivatives  would be
            recognized  in  earnings  in the  period  of change  unless  certain
            hedging  criteria are met. The Company does not expect the Statement
            to have a material impact on its consolidated  financial statements.
            The FASB issued SFAS No. 137 and SFAS No. 138,  which  deferred  the
            effective date for SFAS No. 133 to January 1, 2001.

            In December 1999, the  Securities  and Exchange  Commission  ("SEC")
            issued  Staff  Accounting  Bulletin  No. 101 ("SAB  101"),  "Revenue
            Recognition in Financial  Statements." SAB 101 summarizes certain of
            the SEC's views in applying generally accepted accounting principles
            to revenue  recognition in financial  statements.  On June 26, 2000,
            the  SEC   issued   SAB  101B  to  defer  the   effective   date  of
            implementation  of SAB 101  until no later  than the  fourth  fiscal
            quarter of fiscal years  beginning  after  December  31,  1999.  The
            Company is  required  to adopt SAB 101 by  December  31,  2000.  The
            Company  does not expect the  adoption of SAB 101 to have a material
            impact on its consolidated financial statements.


8.          BUSINESS SEGMENT INFORMATION

            The Company has two principal business groups:  Equities and Futures
            & Options. The Equities Group operates primarily out of Stamford/New
            York offices,  while the Futures & Options Group operates  primarily
            out of the London and Chicago offices.  However, each office has the
            opportunity to sell all of the Company's products. The Company views
            each office as its own business segment and measures its performance
            based on the revenues of each location.  The Company makes decisions
            on each segment based on gross profit.

            Information on reportable segments is as follows (in 000's):
<TABLE>
<CAPTION>

                                              Three Month Period Ended                       Nine Month Period Ended
                                     -------------------------------------------    ---------------------------------------------
                                      September 30,             September 30,        September 30,              September 30,
                                           2000                     1999                 2000                       1999
                                     -------------------------------------------    ---------------------------------------------

Revenues:
<S>                                         <C>                      <C>                   <C>                        <C>
   Stamford/New York                        $4,931                   $2,039                $12,640                    $6,145
   London                                      393                      807                  2,216                     2,105
   Chicago                                   1,187                      151                  1,569                       193
   Inter-Segment Sales                       -                           38                      5                        59
   Inter-Segment Elimination                 -                         (38)                    (5)                      (59)
                                     -------------------------------------------    ---------------------------------------------
Total Revenues                              $6,511                   $2,997                $16,425                    $8,443
                                     ==========================================   ===============================================


Gross Profit:
   Stamford/New York                        $3,314                   $1,264                $ 8,568                    $3,882
   London                                      282                      691                  1,904                     1,844
   Chicago                                   1,165                      139                  1,515                       175
                                     -------------------------------------------    ---------------------------------------------
Gross Profit                                $4,761                   $2,094                $11,987                    $5,901
                                     ==========================================   ===============================================
</TABLE>

                                       8

<PAGE>

9.          JOINT VENTURE

            On October 27, 1999,  the Company  announced  the formation of NYFIX
            Millennium,   L.L.C.   ("NYFIX   Millennium")   with  seven  leading
            international    investment   banks   and   brokerage   firms   (the
            "Consortium").   NYFIX  owns  50%  of  the  joint  venture  and  the
            Consortium  owns the  remaining  50%.  NYFIX  Millennium  intends to
            operate as an alternative  trading system. All of the members of the
            Consortium,  and the Company, have invested $2,000,000 each in NYFIX
            Millennium.  Each  Consortium  partner  received  281,250  shares of
            common stock of the Company,  for an aggregate  1,968,750 shares, in
            return for granting  the Company an option  allowing the Company the
            right to purchase up to an additional 30% of NYFIX  Millennium.  The
            Company may exercise the option through the exchange of one share of
            the Company's common stock for each unit to be purchased, subject to
            adjustments in the event of any split, combination, reclassification
            or  other  adjustments  to the  capital  structure  of the  Company.
            NYFIX's  total  investment  in  the  joint  venture  of  $19,500,000
            consists of $17,500,000  (1,968,750 shares x $8.89) plus the capital
            cash   contribution   of  $2,000,000.   Pursuant  to  the  Operating
            Agreement,  the first $14,000,000 in losses will be allocated to the
            Consortium  investors,  which  equals  the  extent of their  capital
            investment in NYFIX Millennium,  and no portion of those losses will
            be borne by the  Company.  The Company has  incurred  operating  and
            capital  costs  on  behalf  of  NYFIX  Millennium.  Such  costs  are
            reflected  as Due from NYFIX  Millennium  on the  Company's  balance
            sheet.

ITEM 2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND
            RESULTS OF OPERATIONS

The following  discussion and analysis  should be read in  conjunction  with the
condensed  consolidated  financial  statements  and  notes  thereto.  Historical
results and  percentage  relationships  are not  necessarily  indicative  of the
operating results for any future period.

The Company  commenced its present  business  operations in January 1991 through
the acquisition of a software license for its  Guided-Input(R)  Touchpad system.
Since  that time,  the  Company  has  transitioned  from a hardware  vendor to a
software  development  company  focusing  exclusively  on  applications  for the
financial  marketplace.  The  Company  provides a complete  line of  workstation
products for the  financial  trading desk  environment  and its systems  provide
order  management and routing  software for firms engaged in financial  trading.
The Company currently offers its trading products  (integrated systems including
hardware and software)  together with linkage through its NYFIX data center. The
data center is a  communication  infrastructure  enabling the Company to provide
its customers with global electronic connectivity for order routing and allowing
the  Company  to deploy and  monitor  its  systems  and  services  from a single
location.  Customers  subscribe  to various  products,  paying a monthly fee per
terminal for the Company's  integrated software systems.  Most contracts provide
the customer with a basic system or infrastructure  via the Company's NYFIX data
center and are entered  into by the  customer  with the  intention to expand the
level of services  subscribed to, once the basic system and  infrastructure  are
operational.  Subscription  revenue  contracts  range  from  one to  three  year
periods. The Company begins recording  subscription revenue once installation is
complete.  In addition to significant  logistical  improvements  in delivery and
support of its  products,  the Company has  expanded  its  business to offer the
industry a central  electronic meeting place between the buy-side and sell-side,
while  simultaneously  providing a single point of universal access to different
exchange floor environments.

Management  has made  considerable  effort with  respect to an  expansion of the
Company's operations,  development of various trading systems and changes to its
business model to that of a  subscription-based  product  offering.  The Company
believes  this  expansion  of  personnel,   facilities,  product  portfolio  and
subscription-based  model will  continue  to benefit  the Company and its future
growth.  In the previous model,  the Company would only receive revenue one time
for products or services  sold. It is important to note that this  transition is
causing  revenue to be recognized over a longer period of time than the previous
capital sales model.  Management  believes our  subscription  business model has
strengthened the Company's market share as well as its financial  position going
forward.

                                       9

<PAGE>

On October 27, 1999,  the Company  announced the  formation of NYFIX  Millennium
with a Consortium  of leading  international  banks and brokerage  firms.  NYFIX
Millennium has registered as a Broker/Dealer  and plans to operate in compliance
with Regulation ATS. NYFIX Millennium is an "Integrated ATS, Exchange Access and
Intelligent  `Best  Execution'  Order-Routing  System"  designed  to provide the
financial  community  with  "Best-Execution."  NYFIX  Millennium  is built  upon
NYFIX's  proprietary  "Super FIX Engine"  technology  and existing NYFIX network
infrastructure.  NYFIX  Millennium  is a Hybrid  Market  System  leveraging  new
regulation and technology with the power of the traditional markets.

Revenues
Overall  revenue for the three and nine months ended September 30, 2000 exceeded
the  same  periods  in 1999 by 117% and 95%,  respectively,  increasing  from $3
million to $6.5  million and from $8.4 million to $16.4  million,  respectively.
Increase  in  demand  across  all  the  Company's  products  contributed  to the
continued  growth in the three and nine  month  results.  With the  markets  for
electronic  trading  systems  expanding at a rapid rate, both  domestically  and
globally,  the Company believes the opportunity for continued growth will remain
strong.  Subscription  revenues  was the most  improved  component  of  revenue,
demonstrating  that the  Company's  overall  strategy to lease its  products has
enabled steady growth in subscription  revenue period over period.  Subscription
revenues increased 132% over the three-month period and 137% over the nine-month
period,  or $2.4 and $6.3  million  over the same  respective  periods  in 1999.
Service revenues  increased 93% and 60% over the comparable three and nine month
periods in 1999.  The increase in service  revenues was  principally  due to the
increase in  subscription  revenues,  partially  offset by a decrease in service
revenue  from  sales   resulting  from  the  Company's   strategy  to  focus  on
subscription  basis  revenue.  Sales  revenue  increased  94% and 36%  over  the
comparable  three and nine month periods in 1999,  primarily due to sales in our
OBMS product line (Futures & Options).

Cost of Revenues
While the Company is primarily focusing on leasing its equity software products,
its  derivatives  products  have been very  successful  using its capital  sales
model. From time to time the Company  generates sales on its hardware  products.
Cost of sales  increased  over the three and nine month  periods by $55,000  and
$129,000  or 62% and 32%,  respectively.  This  increase  for both  periods  was
primarily  due to a larger  percentage  of hardware  sales for the periods ended
September  30,  2000 over the same  periods  in 1999.  The cost of  subscription
revenue  increased  over the  three  and nine  month  periods  by  $752,000  and
$1,681,000 or 112% and 96%, respectively. These increases are attributable to an
increased   number  of   customers,   translating   into   increased   costs  of
subscriptions.   Included  in  cost  of  subscription  are  product  enhancement
amortization  costs  (development  costs for enhancements to existing  products)
which have  increased  by  $116,000 or 60% from  $193,000  to $309,000  over the
comparable  three  month  period in 1999 and  $353,000  or 72% from  $492,000 to
$845,000  over the  comparable  nine  month  period.  Also  included  in cost of
subscription  is  depreciation  expense  for  subscription-based   equipment  of
approximately  $331,000  and  $852,000  for the  three and nine  month  periods,
respectively.  This is a 122%  increase or $182,000  over the  comparable  three
months and 125% or  $473,000  over the  comparable  nine-month  period.  Cost of
service  increased  for both the three and nine month  periods  by  $40,000  and
$85,000  or  28%  and  21%,  respectively.   Increases  for  both  the  cost  of
subscription  and the cost of service can be linked directly to the increases in
subscription and service revenues.

Gross Profit
Overall gross profit  improved over the three and nine month periods by $2.7 and
$6.1 million or 127% and 103%,  respectively.  This  represents a 3-point margin
improvement from 70% to 73% from the same three-month and nine-month  periods in
1999.  The  increase in gross  profit  margin can be  attributable  to a growing
market for our desktop  products.  As of September  30,  2000,  placement of our
desktop products has grown to approximately  1,100 units. This is an increase of
approximately  600 units from the number of units at September  30, 1999.  Sales
revenue,  subscription  revenue and service  revenue all had  significant  gross
profit  improvements  for  the  three-month  period  of  98%,  144%,  and  124%,
respectively.  The nine-month gross profit improvements were 37%, 163%, and 76%,
respectively.

                                       10

<PAGE>

Selling, General and Administrative Expenses
Selling,  general  and  administrative  expenses  for the three  and nine  month
periods ended  September 30, 2000 were $2.6 and $7.2 million as compared to $1.5
and $4.8 million in the comparable periods in 1999. The increase in expenses for
the Company is primarily due to the Company's continued growth, which has led to
increased salary and related personnel costs. The Company's  recruitment  effort
continues to strengthen the Company's infrastructure and position the Company to
respond to increasing  market and revenue  opportunities.  To  accommodate  this
increase  in  personnel,  the  Company  expanded  the size of its leased  square
footage by approximately fifty percent at its US headquarters during the current
year's third quarter.  In addition,  in June of 1999, the Company  relocated its
London office. The combination of these two events has resulted in higher office
occupancy costs.  Management believes that the ongoing investment in development
of the NYFIX  data  center,  and its  services,  will  position  the  Company to
leverage  existing  products  together  with  providing  additional  sources  of
revenue.  The Company has improved its customer  service by adding  resources in
its installation and project management  organization.  Research and development
(new explorative  research)  expenses for the three and nine month periods ended
September  30,  2000 were  $132,000  and  $346,000,  as  compared to $75,000 and
$219,000  for the  comparable  periods in 1999,  an  increase of 76% and 58% for
three and nine month periods, respectively.

Depreciation and Amortization Expense
Depreciation and amortization expense for the three and nine month periods ended
September  30, 2000 was  $273,000  and  $755,000,  respectively,  as compared to
$155,000 and $436,000 in the comparable  periods in 1999, an increase of 76% and
73%,  respectively.  Such increases principally reflect the continued investment
in the Company's infrastructure for its NYFIX data center.

Interest Expense
Interest  expense for the three and nine month periods ended  September 30, 2000
was $65,000 and $197,000, as compared to $44,000 and $143,000 for the comparable
periods in 1999, respectively.  The increase was primarily due to higher average
balances  outstanding in 2000 versus 1999 on the Company's line of credit due to
the draw down of an  additional  $700,000 in August of 1999,  combined  with the
effect of continued  financing expense on the warrants issued in connection with
the line of credit.

Interest and Other Income
Interest and other income primarily consists of interest earned on cash balances
and notes receivable. Interest income for the three and nine month periods ended
September  30, 2000 was $35,000 and  $110,000 as compared to $25,000 and $85,000
for the  comparable  periods in 1999,  respectively.  The  increase  in interest
income was principally  due to increased  average cash balances during the three
and nine months ended  September 30, 2000.  Along with bank  interest,  interest
income  is also  being  derived  through  notes  receivable  from  officers  and
directors.

Net Earnings
Net earnings for the three and nine months  ended  September  30, 2000 were $1.7
and $3.5  million,  respectively,  or $0.07 per basic common share and $0.06 per
diluted common share for three months and $0.14 per basic common share and $0.13
per diluted  common share for nine  months.  Net earnings for the three and nine
month  periods in 1999 were $368,000 and  $548,000,  respectively,  or $0.02 per
basic and diluted common share for three months and $0.03 per basic common share
and $0.02 per diluted common share for nine months. The net earnings principally
resulted from the higher level of revenues and margins, stable product costs and
lower Selling, General and Administrative expenses as a percentage of revenues.

                                       11

<PAGE>


Liquidity and Capital Resources

Prior to achieving the Company's  present levels of  profitability,  our primary
source of  liquidity  had been  equity  capital  and draw downs from our line of
credit. At September 30, 2000 cash balances increased to $4.7 million, from $1.6
million at December  31,  1999,  as a result of the increase in net earnings and
the exercise of stock options and warrants,  partially offset by the acquisition
of equipment and other assets.

The  Company  at  September  30,  2000 had total  debt of $2.25  million,  which
represents   amounts  drawn  down  from  our  line  of  credit   agreement  (the
"Agreement") net of repayments.  In addition, at September 30, 2000, the Company
had no material commitments for capital expenditures or inventory purchases.

Under the terms of the Agreement,  no further draw downs are available under the
Agreement  and the Company must repay $83,333 per month for the next nine months
and the remaining balance of $1.5 million on July 30, 2001. The Company believes
that with its available  capital and anticipated funds generated from operations
it will be able to fund its cash needs for the next  twelve  months  without the
need for  additional  capital or financing.  The Company  intends to utilize its
projected  positive  financial  position to  internally  finance  its  continued
development  activities and anticipated  sales growth.  The Company's  financial
requirements  and its ability to meet them thereafter will depend largely on its
future financial  performance.  However,  in the event the Company's  operations
grow more  rapidly  than  anticipated  and do not  generate  cash to the  extent
currently  anticipated  by  management  of the Company,  it is possible that the
Company could require  additional funds. At this time, the Company does not know
what sources, if any, would be available to it for such funds, if required.

Working Capital
At September  30, 2000 and December 31, 1999 the Company had working  capital of
$6.8 million and $4.5  million,  respectively.  The  Company's  present  working
capital  resources  include  proceeds  from  internal  operations  and  from its
September 1999 and November 1998 private  placement of common stock and drawings
from its line of credit.

Cash Provided by Operating Activities
During the nine months ended September 30, 2000, net cash provided by operations
was $5.1  million as compared to net cash  provided by  operations  for the nine
months ended  September  30, 1999 of $426,000.  The increase is primarily due to
net earnings of $3.5 million for the nine months ended September 30, 2000 versus
net earnings of $548,000 for the nine months ended September 30, 1999.

Cash Used in Investing Activities
During the nine  months  ended  September  30,  2000 and 1999,  net cash used in
investing  activities  was $5.2 million and $4.3  million,  respectively,  which
principally  represents  payments for the purchases of equipment  related to the
Company's data center and subscription equipment and payments related to product
enhancement costs for the Company's product portfolio.

Proceeds From Financing Activities
During  the nine  months  ended  September  30,  2000 and  1999,  proceeds  from
financing  activities  were $3.2  million and $3.5  million,  respectively.  The
decrease is primarily  due to a $2.5 million  private  placement of common stock
which  occurred in September  1999,  offset by the exercise of stock options and
warrants in the current year's nine month period.

Seasonality
The Company  believes  that its  operations  are not  significantly  effected by
seasonality.

                                       12

<PAGE>


New Accounting Pronouncements
In June 1998,  the FASB issued  Statement No. 133,  "Accounting  for  Derivative
Instruments and Hedging  Activities." This statement  establishes  standards for
the  accounting  and  reporting  for  derivative  instruments  and  for  hedging
activities  and  requires  the  recognition  of all  derivatives  as  assets  or
liabilities measured at their fair value. Gains or losses resulting from changes
in the fair value of  derivatives  would be recognized in earnings in the period
of change unless certain  hedging  criteria are met. The Company does not expect
the  Statement  to  have  a  material  impact  on  its  consolidated   financial
statements.  SFAS No.  133,  as  amended by SFAS No.  137 and SFAS No.  138,  is
effective on January 1, 2001.

In December 1999,  the SEC issued Staff  Accounting  Bulletin No. 101,  "Revenue
Recognition in Financial  Statements."  SAB 101 summarizes  certain of the SEC's
views  in  applying   generally  accepted   accounting   principles  to  revenue
recognition in financial  statements.  On June 26, 2000, the SEC issued SAB 101B
to defer the effective date of implementation of SAB 101 until no later than the
fourth fiscal  quarter of fiscal years  beginning  after  December 31, 1999. The
Company is required to adopt SAB 101 by December 31, 2000.  The Company does not
expect the  adoption  of SAB 101 to have a material  impact on its  consolidated
financial statements.

Risk Factors: Forward Looking Statements
This document 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  document  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.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company is exposed to market  risk  principally  with  changes in  interest
rates.  Interest  rate  exposure is  primarily  limited to the $2.25  million of
long-term debt  outstanding  at September 30, 2000,  under the Company's line of
credit agreement. Borrowings under the line of credit agreement bear interest at
rates that float with the market.  Assuming a change of 100 basis  points in the
interest rates on the line of credit agreement,  interest expense and cash flows
would be affected by approximately  $16,000 through July 30, 2001, at which time
the line of  credit  agreement  expires.  The  Company  does not use  derivative
financial instruments for any purpose.

                                       13

<PAGE>

PART II

OTHER INFORMATION

     Item 6.      EXHIBITS AND REPORTS ON FORM 8-K.

           (a)    EXHIBITS

                  27    Financial    Data    Schedule,    which   is   submitted
                        electronically to the Securities and Exchange Commission
                        for information purposes only and not filed.

(b)         REPORTS ON FORM 8-K

                  None

Omitted  from  this Part II are items  which  are  inapplicable  or to which the
answer is negative for the period presented.

================================================================================

                                    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 thereunto duly authorized.




                                   NYFIX, INC.
                                  (Registrant)



                                       By: /s/ Richard A. Castillo
                                           Richard A. Castillo
                                           Chief Financial Officer and Secretary
                                           (Principal Financial and Accounting
                                           Officer)


Dated: November 13, 2000


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