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 June 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 / /


24,752,536  shares of Common  Stock were issued and  outstanding  as of July 28,
2000.

<PAGE>

NYFIX, INC.

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


CONTENTS                                                                    PAGE

PART I.     FINANCIAL INFORMATION

   Item 1.     Financial Statements

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

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

               Condensed Consolidated Statements of Cash Flows
               (unaudited) for the six month periods ended
               June 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

PART II. OTHER INFORMATION

   Item 4.     Submission of Matters to a Vote of Security Holders          13

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



                                       2
<PAGE>
                           NYFIX, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                  June 30,                December 31,
                                                                                    2000                      1999
                                                                                    ----                      ----
ASSETS                                                                           (Unaudited)
CURRENT ASSETS:
<S>                                                                             <C>                        <C>
    Cash and cash equivalents                                                   $   3,479,802              $  1,565,649
    Accounts receivable - less allowance of $214,000 and $125,000,
    respectively                                                                   10,531,381                 7,088,820
    Inventories, net                                                                1,273,077                 1,303,658
    Prepaid expenses and other current assets                                         617,484                   478,641
    Due from NYFIX Millennium                                                         675,131                   861,970
    Receivable from officers                                                          145,720                   156,992
                                                                                -------------              ------------
               Total Current Assets                                                16,722,595                11,455,730
EQUIPMENT, net                                                                      6,557,924                 5,873,037
INVESTMENT IN NYFIX MILLENNIUM                                                     19,500,000                19,500,000
OTHER ASSETS, net                                                                   2,375,942                 1,999,258
                                                                                -------------              ------------
               TOTAL ASSETS                                                     $  45,156,461               $38,828,025
                                                                                =============              ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable                                                            $   1,540,877              $  1,845,996
    Accrued expenses                                                                1,890,685                 1,269,070
    Current portion of debt                                                         1,000,000                   500,000
    Advance billings                                                                4,928,106                 3,178,636
    Payroll and other taxes payable                                                   170,883                   149,043
                                                                                -------------              ------------
               Total Current Liabilities                                            9,530,551                 6,942,745

LONG-TERM DEBT                                                                      1,500,000                 2,000,000
                                                                                -------------              ------------
               Total Liabilities                                                   11,030,551                 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, 24,694,036 and
          15,903,302 shares issued and outstanding, respectively                      24,694                    15,903
    Warrants                                                                         227,283                   189,509
    Additional paid-in capital                                                    37,980,359                35,681,437
    Accumulated deficit                                                           (3,529,126)               (5,369,945)
    Due from officers and directors                                                 (577,300)                 (631,624)
                                                                                ------------               -----------
               Total Stockholders' Equity                                         34,125,910                29,885,280
                                                                                ------------               -----------
               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $ 45,156,461               $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                   Six Month Period Ended
                                                      June 30,                June 30,          June 30,                June 30,
                                                         2000                    1999             2000                    1999
                                                         ----                    ----             ----                    ----
REVENUES:
<S>                                                   <C>                     <C>               <C>                     <C>
Sales                                                 $1,222,646              $1,041,267        $2,148,087              $1,874,506
Subscription revenues                                  3,649,670               1,575,478         6,566,170               2,726,050
Service contracts                                        662,012                 424,821         1,200,079                 846,172
                                                     -----------            ------------       -----------             -----------
      Total Revenues                                   5,534,328               3,041,566         9,914,336               5,446,728
                                                     -----------            ------------       -----------             -----------
COST OF REVENUES:

Cost of sales                                            216,901                 247,785           390,923                 316,620

Cost of subscription revenues                          1,162,147                 604,086         2,002,196               1,072,778

Cost of service contracts                                158,861                 125,078           294,838                 250,442
                                                     -----------            ------------       -----------             -----------
      Total Cost of Revenues                           1,537,909                 976,949         2,687,957               1,639,840
                                                     -----------            ------------       -----------             -----------
GROSS PROFIT                                           3,996,419               2,064,617         7,226,379               3,806,888
                                                     -----------            ------------       -----------             -----------
EXPENSES:
Selling, general and administrative                    2,453,788               1,732,643         4,557,474               3,296,717
Depreciation and amortization                            254,081                 147,250           482,360                 280,715
                                                     -----------            ------------       -----------             -----------
      Total Expenses                                   2,707,869               1,879,893         5,039,834               3,577,432
                                                     -----------            ------------       -----------             -----------
EARNINGS FROM OPERATIONS                               1,288,550                 184,724         2,186,545                 229,456

Interest expense                                         (65,888)                (49,461)         (131,970)                (99,246)

Interest and other income                                 50,819                  22,577            75,484                  60,607
                                                     -----------            ------------       -----------             -----------
EARNINGS BEFORE PROVISION FOR INCOME TAXES             1,273,481                 157,840         2,130,059                 190,817

PROVISION FOR INCOME TAXES                               196,422                   7,675           289,240                  10,475
                                                     -----------            ------------       -----------             -----------
NET EARNINGS                                          $1,077,059             $   150,165        $1,840,819             $   180,342
                                                     ===========            ============       ===========             ===========
BASIC EARNINGS PER COMMON SHARE                            $0.04                  $0.01             $0.08                   $0.01
                                                     ===========            ============       ===========             ===========
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING      24,286,943              21,210,883        24,317,960              21,197,484
                                                     ===========            ============       ===========             ===========
DILUTED EARNINGS PER COMMON SHARE                          $0.04                   $0.01             $0.07                   $0.01
                                                     ===========            ============       ===========             ===========
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING    26,481,865              22,340,835        26,416,915              22,187,495
                                                     ===========            ============       ===========             ===========
</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>

                                                                                        Six Month Period Ended
                                                                             June 30, 2000                  June 30, 1999
                                                                             -------------                  -------------

<S>                                                                          <C>                          <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES                                    $ 2,152,311                  $      74,245
                                                                             -----------                  -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Payments for equipment                                                    (1,686,605)                    (1,946,805)
    Payments for software development costs and other assets                    (913,590)                      (718,867)
                                                                             -----------                  -------------
                      Net cash used in investing activities                   (2,600,195)                    (2,665,672)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of common stock                                                   2,362,037                        148,369
                                                                             -----------                  -------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                               1,914,153                     (2,443,058)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                 1,565,649                      3,948,004
                                                                             -----------                  -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                     $ 3,479,802                    $ 1,504,946
                                                                             ===========                  =============
</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.


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.  Operating
            results for the three and six month  periods ended June 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                                  Six Month
                                                             Period Ended                                Period Ended
                                               -------------------------------------------------------------------------------------
                                                   June 30,                June 30,            June 30,                June 30,
                                                     2000                    1999                2000                    1999
                                               -------------------------------------------------------------------------------------

<S>                                             <C>                        <C>              <C>                        <C>
Net Earnings                                    $ 1,077,059                $150,165         $ 1,840,819                $180,342
                                               ======================================       ========================================

Basic Weighted Average Shares
 Outstanding                                     24,286,943              21,210,883          24,317,960              21,197,484
                                               --------------------------------------       ----------------------------------------
Basic Earnings per Common Share                       $0.04                   $0.01               $0.08                   $0.01
                                               --------------------------------------       ----------------------------------------
   Dilutive Options                               2,128,477                 934,965           2,033,353                 795,024
   Dilutive Warrants                                 66,445                 194,987              65,602                 194,987
                                               --------------------------------------       ----------------------------------------

Diluted Weighted Average Shares
 Outstanding                                     26,481,865              22,340,835          26,416,915              22,187,495
                                               ======================================       ========================================
Diluted Earnings per Common Share                     $0.04                   $0.01               $0.07                   $0.01
                                               ======================================       ========================================
</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.
<TABLE>
<CAPTION>

                                                       June 30,         December 31,
                                                        2000                 1999
                                                        ----                 ----

<S>                                                  <C>                <C>
               Parts                                 $   768,060        $   828,259
               Finished goods                            587,017            557,399
               Less: allowance for obsolescence           82,000             82,000
                                                     -----------        -----------
                                     Total           $ 1,273,077        $ 1,303,658
                                                     ===========        ===========
</TABLE>


7.          IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

            In June 1998, the Financial  Accounting  Standards Board 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. We do not expect the Statement to have a material impact on our
            consolidated   financial   statements.   The  Financial   Accounting
            Standards  Board issued SFAS No. 137,  which  deferred the effective
            date for SFAS No. 133 to all  fiscal  quarters  of all fiscal  years
            beginning after June 15, 2000.


                                       7

<PAGE>

            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             Six Month Period Ended
                                         ---------------------------------------------------------------
                                         June 30,           June 30,          June 30,         June 30,
                                           2000               1999             2000              1999
                                         ------------------------------     ----------------------------

     Revenues:
<S>                                         <C>              <C>               <C>             <C>
        Stamford/New York                   $4,192           $2,429            $7,709          $4,107
        London                               1,098              574             1,823           1,298
        Chicago                                244               39               382              42
        Inter-Segment Sales                   -                  21                 5              21
        Inter-Segment Elimination             -                 (21)               (5)            (21)
                                         ------------------------------     ----------------------------
     Total Revenues                         $5,534           $3,042            $9,914          $5,447
                                         ==============================     ============================

     Gross Profit:
        Stamford/New York                   $2,787           $1,560            $5,254          $2,618
        London                                 982              470             1,622           1,153
        Chicago                                227               35               350              36
                                         ------------------------------     ----------------------------
     Gross Profit                           $3,996           $2,065            $7,226          $3,807
                                         ==============================     ============================
</TABLE>

9.          JOINT VENTURE

            On October 27, 1999,  the Company  announced  the formation of NYFIX
            Millennium,  L.L.C.  ("NYFIX Millennium") with a consortium of seven
            leading  international  investment banks and brokerage firms.  NYFIX
            owns 50% of the joint venture and the seven other  investors own the
            remaining 50%. NYFIX Millennium intends to operate as an alternative
            trading system. All of the members of the consortium,  including the
            Company,  have invested  $2,000,000 each in NYFIX  Millennium.  Each
            non-NYFIX,  Inc.  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


                                        8


<PAGE>

            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 seven  non-NYFIX,  Inc.  investors,  which
            equals the extent of their capital  investment in NYFIX  Millennium.
            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 allows
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 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 a  considerable  effort with respect to an expansion of its
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.

On October 27, 1999, the Company announced the formation of NYFIX Millennium LLC
("NYFIX  Millennium")  with a  consortium  of  leading  international  banks and
brokerage firms. NYFIX Millennium is registering 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.

                                       9


<PAGE>

Revenues
Overall  revenue for the three and six months  ended June 30, 2000  exceeded the
same periods in 1999 by 82% in both periods, from $3 million to $5.5 million and
$5.4 million to $9.9 million,  respectively.  Each component of revenue improved
period over period.  Subscription  revenues was the most  improved  component of
revenue  demonstrating that the Company's overall strategy to lease its products
has  ensured  steady  growth  in   subscription   revenue  period  over  period.
Subscription  revenues  increased 132% over the three-month period and 141% over
the six-month period, or $2.1 and $3.8 million over the same respective  periods
in 1999.  Service  revenues  increased 56% and 42% over the comparable three and
six 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 incurred a modest increase of 17% and
15% over the comparable three and six month periods in 1999.

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  capital sales on its hardware
products.  Cost of sales decreased for the comparable three-month period by 12%,
but increased  over the comparable  six-month  period by 23%. This increase over
the six-month period was primarily due to a larger  percentage of hardware sales
for the period  ended June 30,  2000 over the same  period in 1999.  The cost of
subscription  revenue increased over the three and six month periods by $558,000
and $929,000, or 92% and 87%, respectively.  These increases are attributable to
an  increased   number  of  customers,   translating  into  increased  costs  of
subscriptions.  Included  in  cost  of  subscriptions  are  product  enhancement
amortization  costs  (development  costs for enhancements to existing  products)
which have  increased  by  $128,000 or 76% from  $167,000  to $295,000  over the
comparable  three  month  period in 1999 and  $236,000  or 79% from  $300,000 to
$536,000  over  the  comparable  six  month  period.  Also  included  in cost of
subscriptions  is  depreciation  expense  for  subscription-based  equipment  of
approximately  $290,000  and  $521,000  for the  three  and six  month  periods,
respectively.  This is a 129%  increase or $164,000  over the  comparable  three
months  and 125% or  $290,000  over the  comparable  six-month  period.  Cost of
service  increased  for both the three  and six month  periods  by  $34,000  and
$44,000  or  27%  and  18%,  respectively.   Increases  for  both  the  cost  of
subscriptions 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 six month periods by $1.9 and
$3.4 million or 94% and 90%,  respectively.  This  represents  a 4-point  margin
improvement  from  68% to 72% for the same  three-month  period  in 1999,  and a
3-point  margin  improvement  from  70% to 73% for  the  six-month  period.  The
increase in gross profit margin can be  attributable to a growing market for our
FixTrader product.  As of June 30, 2000, our FixTrader product has grown to over
580 desk-tops.  This is an increase of  approximately  350 units from a year ago
and 100 units over the  previous  first  quarter.  Sales  revenue,  subscription
revenue and service revenue all had positive gross profit  improvements  for the
three-month  period of 27%, 156%,  and 68%,  respectively.  The six-month  gross
profit improvements were 13%, 176%, and 52%, respectively.

Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three and six month periods
ended  June 30,  2000 were $2.5 and $4.6  million as  compared  to $1.7 and $3.3
million in the comparable  periods in 1999. Part of the increase in expenses for
the Company is from a continuing  expansion of  operations  in both the U.S. and
London.  As a  result  of  the  Company's  continued  growth,  the  Company  has
experienced  increases in salaries 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.
In addition,  during June 1999, the Company  relocated its London office,  which
resulted in higher office occupancy costs.  Management continues to believe that
the  ongoing  investment  in  development  of the  NYFIX  data  center,  and its
services,  are designed to better leverage the existing  products  together with
providing  additional sources of revenue.  The Company has improved its customer
service  by


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<PAGE>

adding  resources  in its  installation  and  project  management  organization.
Research and development (new explorative  research)  expenses for the three and
six month periods ended June 30, 2000 were $102,000 and $214,000, as compared to
$127,500 and $144,000 for the comparable  periods in 1999, a decrease of 20% for
three months ended and an increase of 48% for six months ended.

Depreciation and Amortization Expense
Depreciation and amortization  expense for the three-and six month periods ended
June 30, 2000 were $254,000 and $482,000 as compared to $147,000 and $281,000 in
the comparable periods in 1999, an increase of 73% and 72%,  respectively.  Such
increases   principally  reflect  the  continued  investment  in  the  Company's
infrastructure in its NYFIX data center.

Interest Expense
Interest  expense for the three and six month  periods  ended June 30, 2000 were
$66,000 and  $132,000  as  compared  to $49,000  and $99,000 for the  comparable
periods in 1999. The increase was primarily due to higher  balances  outstanding
on the  Company's  line of credit  during  2000,  combined  with an  increase in
interest rates during 2000 and the effect of increased  financing expense on the
warrants issued in connection with the line of credit  resulting from the higher
balances outstanding on the line of credit during 2000.

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 six-month periods ended
June 30, 2000 was $51,000  and  $75,000,  as compared to $23,000 and $61,000 for
the comparable  periods in 1999. The increase in interest income was principally
due to  increased  average cash  balances  during the three and six months ended
June 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 six months ended June 30, 2000 were $1.1 and $1.8
million,  respectively,  or $0.04 per basic and diluted  common  share for three
months and $0.08 per basic common  share and $0.07 per diluted  common share for
six  months.  Net  earnings  for the three and six  month  periods  in 1999 were
$150,000 and $180,000, respectively, or $0.01 per basic and diluted common share
for both periods. The net earnings principally resulted from the higher level of
revenues and margins,  stable  product  costs and nominal  increases in Selling,
General and Administrative expenses.


Liquidity and Capital Resources

The Company's primary source of liquidity has been equity capital and draw downs
from its line of  credit.  At June 30,  2000  cash  balances  increased  to $3.5
million  from $1.6  million at December  31, 1999 as a result of the increase in
net earnings and the exercise of options and warrants,  partially  offset by the
acquisition of equipment and other assets.

The Company at June 30, 2000 had total debt of $2.5  million,  which  represents
amounts drawn down from its line of credit.  In addition,  at June 30, 2000, the
Company  had no  material  commitments  for capital  expenditures  or  inventory
purchases.

The Company  believes  that with its  available  capital and  anticipated  funds
generated from operations it will be able to fund its cash needs through the end
of 2000  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


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<PAGE>

that the Company could require  additional  funds beyond 2000. 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 June 30, 2000 and December  31, 1999 the Company had working  capital of $7.2
million and $4.5 million,  respectively. The Company's present capital resources
include proceeds from its September 1999 and November 1998 private  placement of
common stock and drawings from its bank credit facility.

Cash Provided by / Used in Operating Activities
During the six months ended June 30, 2000, net cash provided by operations  were
$2.2 million as compared to net cash provided by  operations  for the six months
ended June 30, 1999 of $74,000.  This  increase is primarily due to net earnings
of $1.8 million for the six months ended June 30, 2000.

Cash Used in Investing Activities
During the six months  ended June 30, 2000 and 1999,  net cash used in investing
activities  was $2.6 million and $2.7  million,  respectively,  and  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 six months  ended June 30,  2000 and 1999,  proceeds  from  financing
activities  were $2.4  million  and  $148,000,  respectively.  The  increase  is
primarily due to the exercise of options and warrants.

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

New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board 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.  We do not  expect  the  Statement  to have a  material  impact  on our
consolidated financial statements.  SFAS No. 133, as amended by SFAS No. 137, is
effective for fiscal years beginning after June 15, 2000.

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.

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


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<PAGE>

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.

PART II

OTHER INFORMATION

     Item 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

                  The Annual Meeting of  Shareholders of the Company was held on
                  June 5, 2000.  Votes were cast with  respect to the  Proposals
                  described in the Proxy  Statement  as follows:

                  Proposal 1 - Election of Directors for a term of one year.

                       Name                   For             Withheld Vote
                       ----                   ---             -------------

                  Peter K. Hansen          16,123,118           953,758
                  Dean G. Stamos           16,742,831           334,045
                  Carl E. Warden           16,744,269           332,607

                  Proposal 2 - To approve an amendment to the Company's  Amended
                  and Restated  1991  Incentive  and  Nonqualified  Stock Option
                  Plan.

                  For                      16,603,415
                  Against                     449,727
                  Abstain                      23,734

                  Proposal 3 - To ratify the  appointment  of  Deloitte & Touche
                  LLP as auditors of the Company for the year 2000.

                  For                      16,300,265
                  Against                     768,900
                  Abstain                       7,711



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<PAGE>

     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

                  On April 28, 2000 the Company  filed a current  report on Form
                  8-K relating to the change in its certifying accountants.


                                   SIGNATURES

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)




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