As filed with the Securities and Exchange Commission on January 21, 2000
                                                     Registration No.

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             ----------------------
                                   NYFIX, INC.
             (Exact Name of Registrant as it Appears in its Charter)


                  New York                                   06-134488
       (State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                   Identification No.)

           333 Ludlow Street
          Stamford, Connecticut                               06902
 (Address of principal executive offices)                  (Zip Code)

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

                        NYFIX, Inc. Amended and Restated
                1991 Incentive and Nonqualified Stock Option Plan
                            (Full title of the plan)


                               Richard A. Castillo
                             Chief Financial Officer
                                   NYFIX, Inc.
                                333 Ludlow Street
                              Stamford, Connecticut
                     (Name and address of agent for service)

                                 (203) 425-8000
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                             Adam W. Finerman, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                    505 Park Avenue, New York, New York 10022
                                 (212) 753-7200

               Approximate date of proposed sales pursuant to the
            plan: From time to time after the effective date of this
                             registration statement.



<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
===============================================================================================================================
                                                          Proposed                 Proposed
                                                           maximum                  maximum
        Title of                   Amount                 offering                 aggregate               Amount of
       securities                  to be                    price                  offering              registration
    to be registered             registered               per share                  price                    fee
-------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                       <C>                    <C>                    <C>
Common Stock
par value, .001 per
share....................       1,500,000(1)(2)(3)        $26.295(3)             $39,364,687.50(3)      $10,392.28(3)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Pursuant  to Rule 416,  the  registration  statement  also  covers such
         indeterminate  additional shares of Common Stock as may become issuable
         as a result of any future  anti-dilution  adjustment in accordance with
         the terms of the Amended and Restated 1991 Stock Option Plan (the "1991
         Plan").
(2)      The number of shares  available for the grant of options under the 1991
         Plan has been increased from 2,250,000 to 3,750,000.
(3)      Includes an aggregate  of 7,500  shares with  respect to which  options
         were granted under the 1991 Plan at an average exercise price of $10.41
         per  share.  An  additional  1,492,500  shares of  Common  Stock may be
         offered  under the 1991 Plan.  Pursuant  to Rule  457(g)  and (h),  the
         offering  price for the shares  which may be issued under the 1991 Plan
         is estimated solely for the purpose of determining the registration fee
         and is based on the closing price of the  Company's  Common Stock $.001
         as  reported by the  American  Stock  Exchange  ("AMEX") on January 20,
         2000.

                                       -2-

<PAGE>
                                EXPLANATORY NOTES

         NYFIX, Inc. (formerly known as Trinitech Systems, Inc.) (the "Company")
has prepared this Registration  Statement in accordance with the requirements of
Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"), to
register shares of common stock, $.001 par value per share (the "Common Stock"),
of the Company, issuable pursuant to the 1991 Plan.

         This Form S-8 includes a Reoffer Prospectus prepared in accordance with
Part I of Form S-3 under the  Securities  Act.  The  Reoffer  Prospectus  may be
utilized for reofferings  and resales of up to 1,500,000  shares of Common Stock
acquired  pursuant  to the Plan by  selling  stockholders  who may be  deemed an
"affiliate"  (as such term is defined in Rule 405 under the  Securities  Act) of
the Company.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The Company will provide documents containing the information specified
in Part 1 of Form S-8 to  employees as  specified  by Rule  428(b)(1)  under the
Securities  Act.  Pursuant to the  instructions  to Form S-8, the Company is not
required to file these documents either as part of this  Registration  Statement
or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424 under the
Securities Act.


                                       -3-

<PAGE>
                                   PROSPECTUS

                                1,500,000 SHARES
                                   NYFIX, INC.
                          Common Stock, $.001 par value

         This  prospectus  relates to the reoffer and resale by certain  selling
shareholders  of  shares  of our  common  stock  that may be issued by us to the
selling  shareholders  upon the exercise of stock options granted under our 1991
Stock Option Plan. We previously  registered the offer and sale of the shares to
the selling  stockholders.  This Prospectus  also relates to certain  underlying
options that have not as of this date been granted. If and when such options are
granted to persons  required  to use the  prospectus  to reoffer  and resell the
shares underlying such options, we will distribute a prospectus supplement.  The
shares  are  being   reoffered  and  resold  for  the  account  of  the  selling
shareholders  and we will not receive any of the proceeds from the resale of the
shares.

         The  selling  shareholders  have  advised  us that the  resale of their
shares  may be  effected  from time to time in one or more  transactions  on the
American Stock  Exchange,  in negotiated  transactions  or otherwise,  at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan  of  Distribution."  We will  bear all  expenses  in  connection  with the
preparation of this prospectus.

         The  common  stock of the  Company  is  traded  on the  American  Stock
Exchange  under the symbol "NYF." On January 20, 2000, the closing price for the
Common Stock, as reported by the American Stock Exchange, was $26.375.


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

     This investment involves risk. See "Risk Factors" beginning at page 8.

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



          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
                  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
      PROSPECTUS ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                    The date of this Prospectus is [ ], 2000.

                                      -4-

<PAGE>
                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  Copies of such material can be obtained from
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.


                                      -5-
<PAGE>



                                TABLE OF CONTENTS

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................7

THE COMPANY...............................................................8

RISK FACTORS..............................................................8

FORWARD LOOKING STATEMENTS...............................................12

USE OF PROCEEDS..........................................................12

SELLING SHAREHOLDERS.....................................................13

PLAN OF DISTRIBUTION.....................................................14

LEGAL MATTERS............................................................16

EXPERTS..................................................................16

ADDITIONAL INFORMATION...................................................16

                                      -6-

<PAGE>



                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this  prospectus and  information  that we file later
with  the SEC  will  automatically  update  and  replace  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Section  13(a),  13(c),  14 or 15(d) of the  Securities
Exchange Act of 1934, as amended:

        (1) Our Annual  Report on Form  10-KSB for the year ended  December  31,
            1998;

        (2) Our Quarterly  Reports on Form 10-Q for the quarterly  periods ended
            March 31, 1999, June 30, 1999 and September 30, 1999; and

        (3) Our  Application  for  Registration  of our common stock on Form 8-A
            dated August 27, 1993.

         You may request a copy of these filings, excluding the exhibits to such
filings  which  we have  not  specifically  incorporated  by  reference  in such
filings, at no cost, by writing or telephoning us at the following address:

                  NYFIX, Inc.
                  333 Ludlow Street
                  Stamford, CT 06902
                  Attention:  Chief Financial Officer
                  (203)  425-8000


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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.


                                       -7-
<PAGE>
                                   THE COMPANY

         NYFIX  develops  and markets  advanced  electronic  trading  systems to
brokerage firms, international global exchanges trading in equities,  currencies
and futures & options.  We also  successfully  leverage our patented  flat panel
hardware  technology,  the  Trinitech  Touchpad(R),  which is a state of the art
computer monitor with several technologically  advanced attributes,  including a
reduced  size and weight,  as well as a touch  screen that allows an operator to
interface  with the  computer  by simply  touching  the image  displayed  on the
screen.  Our  principal  executive  offices  are  located at 333 Ludlow  Street,
Stamford, Connecticut, 06902. Our telephone number is (203) 425-8000.

         On November 15, 1999, NYFIX effected a three-for-two stock split in the
form of a 50% dividend of its shares of common stock. All share numbers included
herein  reflect  such stock  split.  The shares  offered  hereby were or will be
purchased by the selling  shareholders  upon exercise of options granted to them
and will be sold for the account of the selling shareholders.

                                  RISK FACTORS

         THE  PURCHASE OF OUR COMMON STOCK  INVOLVES A HIGH DEGREE OF RISK.  YOU
SHOULD CAREFULLY  CONSIDER THE FOLLOWING RISK FACTORS AND THE OTHER  INFORMATION
IN THIS PROSPECTUS BEFORE DECIDING TO INVEST IN OUR COMMON STOCK.

PRIOR TO 1999, NYFIX HAD BEEN  UNPROFITABLE  SINCE ITS INCEPTION AND THERE IS NO
ASSURANCE THAT IT WILL REMAIN PROFITABLE IN THE FUTURE.

         We have  conducted our business  operations  since June 1991.  Prior to
1999 we have had limited revenue from operations or other financial results upon
which investors may base an assessment of our potential.  We have had net losses
since our  inception in 1991 through  September 30, 1999 of  approximately  $5.8
million.  We cannot assure you that we will succeed in implementing our business
strategy or continue to achieve profitable operations in the future.

IF WE ARE NOT  ABLE TO  IDENTIFY,  DEVELOP,  ASSEMBLE,  MARKET  OR  SUPPORT  OUR
PRODUCTS SUCCESSFULLY OR RESPOND EFFECTIVELY TO TECHNOLOGICAL CHANGES OR PRODUCT
ANNOUNCEMENTS BY COMPETITORS, WE MAY NOT REMAIN COMPETITIVE.

         Rapidly changing technology and new product introductions  characterize
the markets for our products.  Accordingly,  we believe that our future  success
will depend on our ability to enhance our  existing  products and to develop and
introduce in a timely  fashion new products that achieve market  acceptance.  We
cannot assure you that we will be able to identify, develop, assemble, market or
support our products successfully or that we will be able to respond effectively
to technological changes or product announcements by competitors.

THE  LOSS OF ANY OF OUR  SIGNIFICANT  CUSTOMERS  WOULD  LIKELY  HAVE A  MATERIAL
ADVERSE EFFECT ON OUR REVENUES.

                                       -8-
<PAGE>
         As of September 30, 1999, twelve customers  accounted for approximately
57% of  subscription  revenue,  and during the year ended December 31, 1998, two
customers  accounted for approximately  26% of total revenue.  As we continue to
increase our  subscription  customer base, the Company  believes it will be less
likely to be dependent on a limited number of significant  customers.  We cannot
assure you that we will be less  dependent  on a limited  number of  significant
customers in the future,  and the loss of any such  significant  customer  would
likely have a material adverse effect on our revenues.

THE LOSS OF ANY OF OUR KEY  EXECUTIVES  MAY HAVE A MATERIAL  ADVERSE EFFECT UPON
OUR OPERATIONS.

         Our success is dependent  upon the  expertise of the key members of our
management  team,  particularly our President and Chief Executive  Officer,  Mr.
Peter Kilbinger Hansen. The loss of Mr. Hansen's services would, and the loss of
Mr. Lars Kragh, Vice  President-Research  and Development,  may, have a material
adverse  effect upon our  operations.  Our future  success  also  depends on our
continuing  ability to attract,  train and retain  highly  qualified  technical,
sales, marketing, development and managerial personnel. If we are unable to hire
such personnel on a timely basis, our business,  operating results and financial
condition could be adversely affected.

NYFIX FACES COMPETITION IN ITS INDIVIDUAL  PRODUCT AREAS FROM COMPANIES THAT MAY
HAVE  LARGER  AND  GREATER   FINANCIAL   AND  HUMAN   RESOURCES   AND  MARKETING
CAPABILITIES, WHICH MAY HINDER OUR ABILITY TO COMPETE SUCCESSFULLY.

         We have developed  comprehensive  electronic  trading and order-routing
systems  for  exchange  floors and  trader  desktops  as well as the  ability to
provide  managed  network  services and  specialized  interfaces to exchange and
back-office  systems.  Many of our  products  are based on FIX  protocol,  which
stands for "Financial Information Exchange".  FIX protocol offers the ability to
connect the buy-side and  sell-side of an equities  transaction  for  electronic
order/execution  routing and trade information  sharing.  With the acceptance of
FIX as the standard  protocol for  real-time  electronic  communication  between
brokerage firms and asset  management  companies,  vendors,  including NYFIX and
certain of its competitors,  have developed  FIX-based trading system solutions.
For  further  review,  some of these  entities  are  listed on the FIX  Protocol
website, www.fixprotocol.org. While we face considerable competitive pressure in
our distinct product segments (i.e. trader workstations,  network services,  FIX
engine  technology,   etc.),   management  believes  that  our  position  as  an
end-to-end,  "one-stop"  shop for electronic  trading systems and solutions will
lead to  increased  sales in our defined  marketplace.  However,  certain of our
competitors  may have  considerably  larger  and  greater  financial  and  human
resources and marketing capabilities, in addition to

                o   longer operating histories;

                o   significantly  greater  financial,  technical  and marketing
                    resources;

                o   greater name recognition;

                o   a larger installed base of customers and products;


                                       -9-
<PAGE>
                o   well-established   relationships   with  our   current   and
                    potential customers; and

                o   extensive knowledge of the industry.

                  As such,  we may not be able to compete  successfully  against
our current and future competitors.  Furthermore,  competitive pressures we face
may materially  adversely affect our business,  operating  results and financial
condition.

         NYFIX  MILLENNIUM  HAS  NO  OPERATING   HISTORY  OR  REVENUES  AND  OUR
INVESTMENT IN NYFIX MILLENNIUM COULD RESULT IN SIGNIFICANT LOSSES.

                  NYFIX  Millennium  was  formed  in  October  1999  and  is not
anticipated  to  generate  revenues  until  sometime  within the year 2000.  Our
investment in NYFIX Millennium  involves a high degree of business and financial
risks and can result in substantial losses. NYFIX Millennium's prospects must be
considered in light of the risks,  expenses,  delays,  problems and difficulties
frequently encountered in the establishment of a new business in an emerging and
evolving industry.  NYFIX  Millennium's  business is based on NYFIX's "Super FIX
Engine" technology and is a hybrid  market-system  leveraging new regulation and
technology with the power of the traditional markets. No assurances can be given
that NYFIX Millennium will be successful in its business,  or that profitability
will ever be attained.

          IF OUR PRODUCTS CONTAIN ERRORS, WE COULD EXPERIENCE A LOSS OF OR DELAY
IN MARKET  ACCEPTANCE OR OTHERWISE RESULT IN LITIGATION,  WHICH COULD MATERIALLY
ADVERSELY AFFECT OUR BUSINESS.

                  Our products are complex and may contain  undetected errors or
failures  when we  first  introduce  them or at a later  time.  If our  products
contain  errors,  we could  experience a loss of or delay in market  acceptance,
which could  materially  adversely  affect our business,  operating  results and
financial  condition.  While we have not experienced product liability claims to
date,  our  business may entail the risk of such  claims.  A successful  product
liability claim brought  against us could have a material  adverse effect on our
business, operating results and financial condition.

         SHARES ELIGIBLE FOR FURTHER SALE COULD ADVERSELY  AFFECT THE PREVAILING
MARKET PRICE OF THE COMMON STOCK.

                  The sale of any  substantial  number of  shares of our  common
stock may have a depressive  effect on the market price of our common stock.  As
of November 30, 1999,  2,720,896  shares of the  restricted  securities  we have
issued were eligible for resale under Rule 144. This number does not include the
shares of common stock covered by this prospectus.  Any such sale,  particularly
if large in volume,  could have a material  adverse effect on the market for and
price of shares of common stock.

         CERTAIN  PROVISIONS OF STATE LAW, IN ADDITION TO OUR SHAREHOLDER RIGHTS
PLAN,  MAY PREVENT OR HINDER CHANGE IN CONTROL OF THE COMPANY AND MAY REDUCE THE
POSSIBILITY THAT OUR


                                      -10-
<PAGE>
SHAREHOLDERS  WILL RECEIVE A PREMIUM ON THEIR SHARES IN CONNECTION WITH ANY SUCH
CHANGE IN CONTROL.

                  Our shareholders may be deprived of the opportunity to receive
a  premium  for their  shares  because  of  certain  provisions  of the New York
Business  Corporation Law and our shareholder rights plan. These provisions may,
among other things, delay or prevent a change in control of NYFIX or a change in
our  management,  or restrict  the ability of our  shareholders  to  authorize a
merger or other business combination. These provisions are expected to encourage
persons  seeking to acquire  control of NYFIX to consult first with the Board of
Directors  to  negotiate  the terms of any  proposed  merger  or other  business
combination.

         SHARES ISSUABLE UPON THE EXERCISE OF CERTAIN OPTIONS AND WARRANTS COULD
ADVERSELY AFFECT THE PREVAILING MARKET PRICE OF THE COMMON STOCK.

                  As of  September  30,  1999,  we had  outstanding  options and
warrants to purchase an aggregate  of 2,664,099  shares of our common stock at a
weighted  average  exercise  price of $5.07 per share.  The  exercise  of all of
outstanding  warrants and options would dilute the  then-existing  shareholders'
percentage  ownership of our common  stock,  and any sales in the public  market
could adversely affect prevailing market prices for our common stock.  Moreover,
the terms upon which we would be able to obtain  additional equity capital could
be adversely  affected  since the holders of such  securities can be expected to
exercise them at a time when we would, in all likelihood,  be able to obtain any
needed  capital  on  terms  more  favorable  to  than  those  provided  by  such
securities.

         OUR BUSINESS AND OPERATIONS  MAY BE NEGATIVELY  AFFECTED BY "YEAR 2000"
COMPLIANCE ISSUES.

                  The Company is aware of industry  wide issues  related to Year
2000 that are associated with the programming code in computer systems.  Systems
that do not properly  recognize the Year 2000 could  generate  erroneous data or
cause a system to fail.  We  completed  a Year 2000 plan  consisting  of several
phases  which  include,   risk  assessment,   manual  and  automated  review  of
programming  code,  baseline  testing,  unit testing,  integrated  testing and a
review of third party products.

                  We  successfully  participated  in an industry  wide Year 2000
testing  between  March and April of 1999.  The  objective of these tests was to
ensure our customer base would be in full Year 2000 compliance before the end of
the year. To date, the Company has already issued Year 2000  enhancements to our
customers.  These  tests did not reveal any  significant  software  errors.  The
Company has identified and evaluated all internal  software and hardware systems
for Year 2000 compliance.  The Company has not identified any systems that would
require  significant  expenditures  to become  Year 2000  compliant,  nor is the
Company  aware of any  significant  costs that would be  incurred as a result of
ensuring  that  internal  needs  are  Year  2000  compliant.   The  Company  has
established a Year 2000 Quality Assurance Team that will stay in place well into
the year 2000. As of January 20, 2000,  NYFIX, Inc. did not receive any reported
problems  related to the Year 2000 date  changeover.  Our  services  and systems
functioned properly and without issue or interruption.



                                      -11-
<PAGE>
                  It is possible  that a significant  amount of litigation  will
arise out of Year 2000 compliance issues. The Company has established a workable
plan and Quality  Assurance  team to help minimize  these risks.  Because of the
unprecedented nature of such litigation, it is uncertain whether such issues may
affect  the  Company.  Therefore,  there  can be no  assurance  that we will not
experience serious  unanticipated  negative  consequences  and/or material costs
caused by undetected  errors or defects in the  technology  used in our internal
systems or in third party systems that we employ.

                           FORWARD LOOKING STATEMENTS

                  Certain  forward-looking   statements,   including  statements
regarding our expected  financial  position,  business and  financing  plans are
contained  in this  prospectus  or are  incorporated  in  documents  annexed  as
exhibits to this prospectus.  These forward-looking statements reflect our views
with respect to future events and financial performance.  The words,  "believe,"
"expect,"   "plans"   and   "anticipate"   and  similar   expressions   identify
forward-looking statements.  Although we believe that the expectations reflected
in such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to have been correct.  Important factors that could
cause actual results to differ  materially from such  expectations are disclosed
in this prospectus,  including,  without  limitation,  under "Risk Factors." All
subsequent written and oral  forward-looking  statements  attributable to us are
expressly qualified in their entirety by the cautionary statements.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of their dates.  We undertake no obligations to publicly update or
revise any forward-looking  statements,  whether as a result of new information,
future events or otherwise.

                                USE OF PROCEEDS

                  The Company  will  receive the  exercise  price of the options
when  exercised by the holders  thereof or the issuance of shares under the 1991
Plan.  Such  proceeds  will be used for working  capital  and general  corporate
purposes by the Company.  The Company will not receive any of the proceeds  from
the reoffer and resale of the Shares by the Selling Shareholders.



                                      -12-
<PAGE>
                              SELLING SHAREHOLDERS

                  This  Prospectus  relates to the  reoffer and resale of shares
issued or that may be issued to the  Selling  Shareholders  under the 1991 Plan.
This Prospectus also relates to such  indeterminate  number of additional shares
of common stock that may be acquired by the selling  stockholders as a result of
the  antidilution  provisions  of the  1991  Plan.  We will  provide  additional
information regarding the identity of the selling stockholders and certain other
information   relating  to  the  selling  stockholders  as  supplement  to  this
prospectus if we are required by law to do so.

         The following table sets forth (i) the number of shares of common stock
owned by each selling stockholder at January 20, 2000, (ii) the number of shares
of common stock to be offered for resale by each selling  stockholder (i.e., the
total  number of shares  underlying  options  held by each  selling  stockholder
irrespective of whether such options are presently exercisable within sixty days
of January  20,  2000) and (iii) the number and  percentage  of shares of common
stock that each selling  stockholder  will  beneficially own after completion of
the  offering,  assuming that all shares that may be offered for resale are sold
and no other  shares  beneficially  owned by the selling  stockholders  are also
sold.

                                                                Number of
                                                             shares of Common
                                                             Stock/ Percentage
                                          Number                of Class to
                          Number of       of Shares to         be Owned After
                       shares of Common   be Offered         Completion of the
Name                    Stock Owned(1)    for Resale(2)          Offering(3)
---------------------  ------------------ -------------      ------------------
Richard Castillo;
Chief Financial
Officer                    22,500 (4)        7,500(4)             15,000/*
================================================================================

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

        *   Less than 1%

        (1) Includes  all options  being  registered  for resale  regardless  of
            whether these options are currently exercisable within 60 days.

        (2) Consists of shares of common stock issuable upon exercise of options
            both currently and not currently exercisable.

        (3) Assumes  that all shares that may be offered for resale are sold and
            no  other  shares  that  are  beneficially   owned  by  the  selling
            stockholders  are also sold. A person is deemed to be the beneficial
            owner of voting securities that can be acquired by such


                                      -13-
<PAGE>
            person  within 60 days after the date  hereof  upon the  exercise of
            options, warrants or convertible securities. Each beneficial owner's
            percentage   ownership  is  determined  by  assuming  that  options,
            warrants or convertible securities that are held by such person (but
            not those  held by any other  person)  have been  exercised.  Unless
            otherwise noted, we believe that all persons named in the table have
            sole  voting  and  investment  power  with  respect  to  all  shares
            beneficially owned by them.

        (4) Includes  7,500 shares of common  stock  issuable  upon  exercise of
            options both currently and not currently  exercisable.  Mr. Castillo
            has been the Company's  Chief  Financial  Officer since November 23,
            1998.

                  We  cannot  assure  you that  the  selling  stockholders  will
exercise their options to purchase our common stock.

                  The shares covered by this prospectus may be sold from time to
time so long as this prospectus remains in effect;  provided,  however, that the
selling  stockholders  are first required to contact our Corporate  Secretary to
confirm  that this  prospectus  is in effect.  We intend to  distribute  to each
selling  stockholder  a  letter  describing  the  procedures  that  the  selling
stockholder  may follow in order to use this  prospectus  to sell the shares and
under what  conditions the prospectus may not be used. The selling  stockholders
expect to sell the shares at prices  then  attainable,  less  ordinary  brokers'
commissions and dealers' discounts as applicable.


                              PLAN OF DISTRIBUTION

                  This  offering  is  self-underwritten;   neither  the  selling
shareholders nor we have employed an underwriter for the sale of common stock by
the  selling  shareholders.  We will bear all  expenses in  connection  with the
preparation of this prospectus.  The selling shareholders will bear all expenses
associated with the sale of the common stock.

                  The  selling  shareholders  may offer  their  shares of common
stock directly or through pledgees,  donees,  transferees or other successors in
interest in one or more of the following transactions:

                o   On any stock  exchange  on which the shares of common  stock
                    may be listed at the time of sale;
                o   in negotiated transactions;
                o   in the over-the-counter market; or
                o   in a combination of any of the above transactions.

                  The selling  shareholders may enter into hedging  transactions
in the future. For example, the selling shareholders may:



                                      -14-
<PAGE>

                o   enter into transactions  involving short sales of the common
                    shares by broker- dealers;

                o   sell common  shares  short  themselves  and  redeliver  such
                    shares to close out their short positions;

                o   enter  into  option  or  other  types of  transactions  that
                    require the selling shareholders to deliver common shares to
                    a broker-dealer, who will then resell or transfer the common
                    shares under this prospectus; or

                o   loan or pledge the common shares to a broker-dealer, who may
                    sell the loaned shares or, in the event of default, sell the
                    pledged shares.

                  The  selling  shareholders  may offer  their  shares of common
stock at any of the following prices:

                o   Fixed prices which may be changed;
                o   market prices prevailing at the time of sale;
                o   prices related to such prevailing market prices; or
                o   at negotiated prices

                  The  selling  shareholders  may effect  such  transactions  by
selling shares to or through  broker-dealers,  and all such  broker-dealers  may
receive compensation in the form of discounts,  concessions, or commissions from
the selling  shareholders  and/or the  purchasers  of shares of common stock for
whom such  broker-dealers  may act as agents or to whom they sell as principals,
or both.  Compensation  as to  particular  broker  dealers  may be in  excess of
customary commissions.

                  Any  broker-dealer  acquiring  common  stock from the  selling
shareholders  may sell the shares either directly,  in its normal  market-making
activities, through or to other brokers on a principal or agency basis or to its
customers. Any such sales may be at prices then prevailing on the American Stock
Exchange or at prices related to such prevailing  market prices or at negotiated
prices  to  its  customers  or  a  combination  of  such  methods.  The  selling
shareholders and any broker-dealers  that act in connection with the sale of the
common stock hereunder might be deemed to be  "underwriters"  within the meaning
of Section 2(11) of the Securities Act; any commissions received by them and any
profit on the resale of shares as principal  might be deemed to be  underwriting
discounts and  commissions  under the Securities Act. Any such  commissions,  as
well as other  expenses  incurred by the  selling  shareholders  and  applicable
transfer taxes, are payable by the selling shareholders.

                  The  selling  shareholders  reserve  the right to accept,  and
together  with any agent of the  selling  shareholder,  to reject in whole or in
part  any  proposed  purchase  of  the  shares  of  common  stock.  The  selling
shareholders  will pay any  sales  commissions  or other  seller's  compensation
applicable to such transactions.



                                      -15-
<PAGE>
                  We have not registered or qualified offers and sales of shares
of the common stock under the laws of any country, other than the United States.
To comply with certain  states'  securities  laws,  if  applicable,  the selling
shareholders  will  offer  and  sell  their  shares  of  common  stock  in  such
jurisdictions  only  through  registered  or  licensed  brokers or  dealers.  In
addition,  in certain  states  the  selling  shareholders  may not offer or sell
shares of common stock unless we have  registered  or qualified  such shares for
sale in such  states  or we have  complied  with  an  available  exemption  from
registration or qualification.

                  Under applicable rules and regulations under the Exchange Act,
any person  engaged  in a  distribution  of shares of the  common  stock may not
simultaneously engage in market making activities with respect to such shares of
common stock for a period of two to nine business days prior to the commencement
of such distribution. In addition, the selling shareholders and any other person
participating in a distribution will be subject to applicable  provisions of the
Exchange  Act  and the  rules  and  regulations  thereunder,  including  without
limitation,  Rules 10b-2,  10b-6 and 10b-7. Such provisions may limit the timing
of  purchases  and sales of any of the  shares of  common  stock by the  selling
shareholders or any such other person.  This may affect the marketability of the
common stock and the brokers'  and dealers'  ability to engage in market  making
activities with respect to the common stock.

                                  LEGAL MATTERS

                  Certain legal  matters in connection  with the issuance of the
shares of common stock  offered  hereby have been passed upon for the Company by
Olshan Grundman Frome  Rosenzweig & Wolosky LLP, 505 Park Avenue,  New York, New
York 10022.  Certain  partners of Olshan Grundman Frome Rosenzweig & Wolosky LLP
own shares of common stock of NYFIX.


                                     EXPERTS

                  The audited financial statements and schedules incorporated by
reference in this  prospectus and elsewhere in the  registration  statement have
been  audited  by  Arthur  Andersen  LLP,  independent  public  accountants,  as
indicated  in their  reports with respect  thereto,  and are included  herein in
reliance upon the authority of said firm as experts in giving said reports.


                             ADDITIONAL INFORMATION

                  The  Company  has  filed  with  the  Securities  and  Exchange
Commission a  Registration  Statement on Form S-8 under the  Securities Act with
respect to the Shares offered hereby.  For further  information  with respect to
the  Company  and  the  securities  offered  hereby,  reference  is  made to the
Registration  Statements.  Statements  contained  in this  Prospectus  as to the
contents of any contract or other document are not necessarily complete,  and in
each instance,  reference is made to the copy of such contract or document filed
as an  exhibit  to  the  Registration  Statements,  each  such  statement  being
qualified in all respects by such reference.


                                      -16-
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                The SEC allows us to  "incorporate by reference" the information
we file with them, which means that we can disclose important information to you
by referring you to those documents. The information we incorporate by reference
is considered to be a part of this prospectus and information that we file later
with  the SEC  will  automatically  update  and  replace  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934, as amended:

                (1) Our Annual Report on Form 10-KSB for the year ended December
                    31, 1998;

                (2) Our Quarterly Reports on Form 10-Q for the quarterly periods
                    ended March 31, 1999,  June 30, 1999 and September 30, 1999;
                    and

                (3) Our Application for Registration of our common stock on Form
                    8-A dated August 27, 1993.

                  All  reports  and other  documents  subsequently  filed by the
Company pursuant to Sections 13, 14 and 15(d) of the Securities  Exchange Act of
1934,  as  amended,  prior to the  filing of a  post-effective  amendment  which
indicates  that  all   securities   offered  hereby  have  been  sold  or  which
de-registers all securities remaining unsold, shall be deemed to be incorporated
by reference  herein and to be a part hereof from the date of the filing of such
reports and documents.

         ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

         ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

                  Certain partners of Olshan Grundman Frome Rosenzweig & Wolosky
LLP own shares of common stock

         ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

                  The Company was  incorporated in New York.  Section 722 of the
New York Business Corporation Law provides as follows:


                                      II-1
<PAGE>
                                    (a) A corporation  may indemnify any person,
                           made,  or threatened to be made, a party to an action
                           or  proceeding  other  than one by or in the right of
                           the  corporation  to procure a judgment in its favor,
                           whether civil or criminal,  including an action by or
                           in the right of any other  corporation of any type or
                           kind, domestic or foreign, or any partnership,  joint
                           venture,   trust,  employee  benefit  plan  or  other
                           enterprise,  which any  director  or  officer  of the
                           corporation  served in any capacity at the request of
                           the  corporation,  by reason of the fact that he, his
                           testator or  intestate,  was a director or officer of
                           the  corporation,  or served such other  corporation,
                           partnership,  joint venture,  trust, employee benefit
                           plan or other  enterprise  in any  capacity,  against
                           judgments,  fines,  amounts  paid in  settlement  and
                           reasonable   expenses,   including   attorney's  fees
                           actually and necessarily incurred as a result of such
                           action or proceeding,  or any appeal therein, if such
                           director  or  officer  acted,  in good  faith,  for a
                           purpose which he reasonably believed to be in, or, in
                           the case of service for any other  corporation or any
                           partnership,  joint venture,  trust, employee benefit
                           plan or other  enterprise,  not  opposed to, the best
                           interests of the corporation and, in criminal actions
                           or proceedings, in addition, had not reasonable cause
                           to believe that his conduct was unlawful.

                                    (b) The  termination  of any  such  civil or
                           criminal    action   or   proceeding   by   judgment,
                           settlement,   conviction  or  upon  a  plea  of  nolo
                           contendere,  or its  equivalent,  shall not in itself
                           create  a  presumption  that  any  such  director  or
                           officer  did not act,  in good  faith,  for a purpose
                           which he  reasonably  believed to be, or, in the case
                           of  service   for  any  other   corporation   or  any
                           partnership,  joint venture,  trust, employee benefit
                           plan or other  enterprise,  not  opposed to, the best
                           interests   of  the   corporation   or  that  he  had
                           reasonable  cause to  believe  that his  conduct  was
                           unlawful.

                                    (c) A  corporation  may indemnify any person
                           made,  or threatened to be made, a party to an action
                           by or in the right of the  corporation  to  procure a
                           judgment  in its favor by reason of the fact that he,
                           his  testator or  intestate,  is or was a director or
                           officer of the  corporation,  or is or was serving at
                           the  request  of the  corporation  as a  director  or
                           officer of any other corporation of any type or kind,
                           domestic  or  foreign,  of  any  partnership,   joint
                           venture,   trust,  employee  benefit  plan  or  other
                           enterprise,  against  amounts paid in  settlement  or
                           such action,  or in connection with an appeal therein
                           if such director or officer acted, in good faith, for
                           a purpose which he reasonably  believed to be in, or,
                           in the case of service for any other  corporation  or
                           any  partnership,   joint  venture,  trust,  employee
                           benefit plan or other enterprise, not opposed to, the
                           best  interests  of the  corporation,  except that no
                           indemnification under this paragraph shall be made in
                           respect  of (1) a  threatened  action,  or a  pending
                           action which is settled or otherwise  disposed of, or
                           (2) any claim issue or matter as to

                                      II-2

<PAGE>
                           which  such  person  shall have been  adjudged  to be
                           liable  to the  corporation,  unless  and only to the
                           extent  that  the  court  on  which  the  action  was
                           brought,  or, if no action was brought,  any court of
                           competent  jurisdiction,  determines upon application
                           that, in view of all the  circumstances  of the case,
                           the  person  is fairly  and  reasonably  entitled  to
                           indemnity for such portion of the  settlement  amount
                           and expenses as the court deems proper.


                                    (d)  For the  purpose  of  this  section,  a
                           corporation  shall  be  deemed  to have  requested  a
                           person to serve an  employee  benefit  plan where the
                           performance  by  such  person  of his  duties  to the
                           corporation  also  imposes  duties  on, or  otherwise
                           involves  services  by,  such  person  to the plan or
                           participants  or  beneficiaries  of the plan;  excise
                           taxes  assessed  on  a  person  with  respect  to  an
                           employee  benefit  plan  pursuant to  applicable  law
                           shall  be  considered  fines;  and  action  taken  or
                           omitted  by a  person  with  respect  to an  employee
                           benefit  plan in the  performance  of  such  person's
                           duties  for a  purpose  reasonably  believed  by such
                           person to be in the interest of the  participants and
                           beneficiaries of the plan shall be deemed to be for a
                           purpose which is not opposed to the best interests of
                           the corporation.

                  The Company  maintains a directors and officers  liability and
Company  reimbursement policy. The policy insures directors and officers against
unindemnified  loss arising from certain  wrongful acts in their  capacities and
reimburses  the  Company  for such  loss for  which  the  Company  has  lawfully
indemnified the directors and officers.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

         ITEM 8.  EXHIBITS

                  3.1      Articles  of  Incorporation  of NYFIX  Systems,  Inc.
                           (Exhibit 3.1 to  Registrant's  Form 10 filed March 5,
                           1993)
                  3.2      By-Laws  of  NYFIX  Systems,  Inc.  (Exhibit  3.2  to
                           Registrant's Form 10 filed March 5, 1993)
                  3.3      Certificate of Amendment to Articles of Incorporation
                           of NYFIX Systems,  Inc.  (Exhibit 3.3 to Registrant's
                           Form S-3 filed December 30, 1999)
                  4.1      Certificate  of  Designation  of  Series A  Preferred
                           Stock  (Exhibit  4.1 to  Registrant's  Form 10  filed
                           March 5, 1993)
                  4.2      Specimen - Common Stock  Certificate  (Exhibit 4.2 to
                           the  Company's  Annual  Report  on Form  10-K for the
                           fiscal year ended December 31, 1993)

                                      II-3
<PAGE>
                  4.3      1991  Incentive  Stock Option Plan of NYFIX  Systems,
                           Inc.  (Exhibit  4.3 to  Registrant's  Form S-8  filed
                           October 19, 1994.)
                  4.4      Amendment   No.  1  to  Amended  and  Restated   1991
                           Incentive and Nonqualified Stock Option Plan
                  5.1      Opinion of Olshan Grundman Frome Rosenzweig & Wolosky
                           LLP,  counsel to the  Company,  as to the legality of
                           the securities being registered
                  23.1     Consent of Arthur Andersen LLP
                  23.2     Consent of Olshan Grundman Frome Rosenzweig & Wolosky
                           LLP (included in Exhibit 5.1)


         Item 9.  Undertakings.

                  A.       The undersigned registrant hereby undertakes:

                           (1)      To file,  during any period in which  offers
                                    or sales are being  made,  a  post-effective
                                    amendment to this Registration Statement:

                                    (i)     To include any  prospectus  required
                                            by   Section    10(a)(3)    of   the
                                            Securities Act of 1933;

                                    (ii)    To  reflect  in the  prospectus  any
                                            facts or  events  arising  after the
                                            effective  date of the  Registration
                                            Statement   (or  the   most   recent
                                            post-effective   amendment  thereof)
                                            which,   individually   or  in   the
                                            aggregate,  represent a  fundamental
                                            change in the  information set forth
                                            in the Registration Statement;

                                    (iii)   To include any material  information
                                            with   respect   to  the   plan   of
                                            distribution      not     previously
                                            disclosed   in   the    Registration
                                            Statement or any material  change to
                                            such information in the Registration
                                            Statement;  Provided,  however, that
                                            paragraphs (i) and (ii) above do not
                                            apply if the information required to
                                            be  included  in  a   post-effective
                                            amendment  by  those  paragraphs  is
                                            contained in periodic  reports filed
                                            by  the   registrant   pursuant   to
                                            Section   13   or   15(d)   of   the
                                            Securities Exchange Act of 1934 that
                                            are incorporated by reference in the
                                            Registration Statement;

                           (2)      That,  for the purposes of  determining  any
                                    liability  under the Securities Act of 1933,
                                    each such post-effective  amendment shall be
                                    deemed  to be a new  registration  statement
                                    relating to the securities  offered therein,
                                    and the offering of such  securities at that
                                    time shall be deemed to be the initial  bona
                                    fide offering thereof; and


                                      II-4
<PAGE>
                           (3)      To remove  from  registration  by means of a
                                    post-effective    amendment   any   of   the
                                    securities   being  registered  that  remain
                                    unsold at the termination of the offering.

                  B.       The undersigned  registrant  hereby  undertakes that,
                           for purposes of determining  any liability  under the
                           Securities   Act  of  1933,   each   filing   of  the
                           registrant's  annual report pursuant to Section 13(a)
                           or 15(d) of the Securities Exchange Act of 1934 (and,
                           where applicable,  each filing of an employee benefit
                           plan's annual report pursuant to Section 15(d) of the
                           Securities Exchange Act of 1934) that is incorporated
                           by reference in this Registration  Statement shall be
                           deemed to be a new registration statement relating to
                           the securities  offered therein,  and the offering of
                           such  securities  at that time  shall be deemed to be
                           the initial bona fide offering thereof.

                  C.       Insofar as  indemnification  for liabilities  arising
                           under the  Securities Act of 1933 may be permitted to
                           directors,  officers and  controlling  persons of the
                           registrant pursuant to the foregoing  provisions,  or
                           otherwise,  the  registrant  has been advised that in
                           the opinion of the Securities and Exchange Commission
                           such  indemnification  is  against  public  policy as
                           expressed  in the  Securities  Act of  1933  and  is,
                           therefore,  unenforceable.  In the event that a claim
                           for  indemnification  against such liabilities (other
                           than  the  payment  by  the  registrant  of  expenses
                           incurred   or  paid  by  a   director,   officer   or
                           controlling   person   of  the   registrant   in  the
                           successful defense of any action, suit or proceeding)
                           is asserted by such director,  officer or controlling
                           person  in  connection  with  the  securities   being
                           registered,   the  registrant  will,  unless  in  the
                           opinion of its counsel the matter has been settled by
                           a  controlling  precedent,   submit  to  a  court  of
                           appropriate  jurisdiction  the question  whether such
                           indemnification  by it is  against  public  policy as
                           expressed in the  Securities  Act of 1933 and will be
                           governed by the final adjudication of such issue.

                  D.       The  undersigned   registrant  hereby  undertakes  to
                           deliver or cause to be delivered with the prospectus,
                           to each  person  to whom  the  prospectus  is sent or
                           given,  a copy  of  the  registrant's  latest  annual
                           report  to  shareholders   that  is  incorporated  by
                           reference in the prospectus and furnished pursuant to
                           and  meeting the  requirements  of Rule 14a-3 or Rule
                           14c-3 under the Securities Exchange Act of 1934; and,
                           where interim  financial  information  required to be
                           presented by Article 3 of  Regulation  S-X is not set
                           forth in the prospectus,  to deliver,  or cause to be
                           delivered  to each person to whom the  prospectus  is
                           sent or given,  the latest  quarterly  report that is
                           specifically   incorporated   by   reference  in  the
                           prospectus   to  provide   such   interim   financial
                           information.



                                      II-5
<PAGE>
                                   SIGNATURES

                           Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized in the City of Stamford,  State of Connecticut on this 24th day
of January, 2000.

                            NYFIX, INC.


                            By: /s/ Peter Kilbinger Hansen
                               --------------------------------------
                               Name:  Peter Kilbinger Hansen
                               Title: Chairman of the Board and President
                                      (Chief Executive Officer)

                                Power of Attorney

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature  appears below constitutes and appoints each of Peter Kilbinger Hansen
and Richard A. Castillo his true and lawful  attorneys-in-fact  and agent,  with
full power of substitution and resubstitution, for and in his or her name, place
and stead,  in any and all  capacities,  to sign any or all  amendments  to this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorney-in-fact  and  agent,  full  power and
authority to do and perform each and every act and thing requisite  necessary to
be done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person,  hereby  ratifying and confirming all that said
attorney-in-fact  and agent, or his or her substitute,  may lawfully do or cause
to be done by virtue hereof.

                           Pursuant  to  the   requirements  of  the  Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:


Signatures                          Title                            Date
----------                          -----                            ----

-----------------------  Chairman of the Board            January 24, 2000
Peter Kilbinger Hansen   (Principal Executive
                         Officer)

-----------------------  Chief Financial                  January 24, 2000
Richard A. Castillo      Officer
                         (Principal Accounting
                         Officer)

-----------------------  Director                         January 24, 2000
Dr. John H. Chapman

-----------------------  Director                         January 24, 2000
Craig M. Shumate

-----------------------  Director                         January 24, 2000
Carl E. Warden




                                      II-6
<PAGE>
                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  registration  statement  of our report  dated March 23, 1999
included in Trinitech  Systems,  Inc.'s Form 10-KSB for the year ended  December
31,  1998  and to all  references  to our  Firm  included  in this  registration
statement.


                                                  /S/ ARTHUR ANDERSEN LLP
                                                  ARTHUR ANDERSEN LLP

Stamford, Connecticut
January 20, 2000

                                      II-7
<PAGE>
         THE 1991 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN. Pursuant to the
requirements of the Securities Act of 1933, the Stock Option  Committee has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the  City of  Stamford,  State of
Connecticut, on January 24, 2000.




                                        /s/ Peter Kilbinger Hansen
                                        -----------------------------
                                        Peter Kilbinger Hansen
                                        Chairman, Stock Option Committee

                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 64044}]
{"company-data": {"conformed-name": "NYFIX INC", "cik": "0000099047", "assigned-sic": "3577", "irs-number": "061344888", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95285", "film-number": "512094"}, "business-address": {"street1": "333 LUDLOW STREET", "city": "STAMFORD", "state": "CT", "zip": "06902", "phone": "2034258000"}, "former-company": {"former-conformed-name": "TRINITECH SYSTEMS INC", "date-changed": "19940404"}}
As filed with the Securities and Exchange Commission on January 21, 2000
                                                     Registration No.

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             ----------------------
                                   NYFIX, INC.
             (Exact Name of Registrant as it Appears in its Charter)

                  New York                                   06-134488
       (State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                   Identification No.)

           333 Ludlow Street
          Stamford, Connecticut                               06902
 (Address of principal executive offices)                  (Zip Code)

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

                        NYFIX, Inc. Amended and Restated
                1991 Incentive and Nonqualified Stock Option Plan
                            (Full title of the plan)

                               Richard A. Castillo
                             Chief Financial Officer
                                   NYFIX, Inc.
                                333 Ludlow Street
                              Stamford, Connecticut
                     (Name and address of agent for service)

                                 (203) 425-8000
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                             Adam W. Finerman, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                    505 Park Avenue, New York, New York 10022
                                 (212) 753-7200

               Approximate date of proposed sales pursuant to the
            plan: From time to time after the effective date of this
                             registration statement.
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
                                                          Proposed                 Proposed
                                                           maximum                  maximum
        Title of                   Amount                 offering                 aggregate               Amount of
       securities                  to be                    price                  offering              registration
    to be registered             registered               per share                  price                    fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock
par value, .001 per
share....................       1,500,000(1)(2)(3)        $26.295(3)             $39,364,687.50(3)      $10,392.28(3)
-------------------------------------------------------------------------------------------------------------------------------
(1)      Pursuant  to Rule 416,  the  registration  statement  also  covers such
         indeterminate  additional shares of Common Stock as may become issuable
         as a result of any future  anti-dilution  adjustment in accordance with
         the terms of the Amended and Restated 1991 Stock Option Plan (the "1991
         Plan").
(2)      The number of shares  available for the grant of options under the 1991
         Plan has been increased from 2,250,000 to 3,750,000.
(3)      Includes an aggregate  of 7,500  shares with  respect to which  options
         were granted under the 1991 Plan at an average exercise price of $10.41
         per  share.  An  additional  1,492,500  shares of  Common  Stock may be
         offered  under the 1991 Plan.  Pursuant  to Rule  457(g)  and (h),  the
         offering  price for the shares  which may be issued under the 1991 Plan
         is estimated solely for the purpose of determining the registration fee
         and is based on the closing price of the  Company's  Common Stock $.001
         as  reported by the  American  Stock  Exchange  ("AMEX") on January 20,
         2000.

                                       -2-
EXPLANATORY NOTES

         NYFIX, Inc. (formerly known as Trinitech Systems, Inc.) (the "Company")
has prepared this Registration  Statement in accordance with the requirements of
Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"), to
register shares of common stock, $.001 par value per share (the "Common Stock"),
of the Company, issuable pursuant to the 1991 Plan.

         This Form S-8 includes a Reoffer Prospectus prepared in accordance with
Part I of Form S-3 under the  Securities  Act.  The  Reoffer  Prospectus  may be
utilized for reofferings  and resales of up to 1,500,000  shares of Common Stock
acquired  pursuant  to the Plan by  selling  stockholders  who may be  deemed an
"affiliate"  (as such term is defined in Rule 405 under the  Securities  Act) of
the Company.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The Company will provide documents containing the information specified
in Part 1 of Form S-8 to  employees as  specified  by Rule  428(b)(1)  under the
Securities  Act.  Pursuant to the  instructions  to Form S-8, the Company is not
required to file these documents either as part of this  Registration  Statement
or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424 under the
Securities Act.

                                       -3-
PROSPECTUS

                                1,500,000 SHARES
                                   NYFIX, INC.
                          Common Stock, $.001 par value

         This  prospectus  relates to the reoffer and resale by certain  selling
shareholders  of  shares  of our  common  stock  that may be issued by us to the
selling  shareholders  upon the exercise of stock options granted under our 1991
Stock Option Plan. We previously  registered the offer and sale of the shares to
the selling  stockholders.  This Prospectus  also relates to certain  underlying
options that have not as of this date been granted. If and when such options are
granted to persons  required  to use the  prospectus  to reoffer  and resell the
shares underlying such options, we will distribute a prospectus supplement.  The
shares  are  being   reoffered  and  resold  for  the  account  of  the  selling
shareholders  and we will not receive any of the proceeds from the resale of the
shares.

         The  selling  shareholders  have  advised  us that the  resale of their
shares  may be  effected  from time to time in one or more  transactions  on the
American Stock  Exchange,  in negotiated  transactions  or otherwise,  at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan  of  Distribution."  We will  bear all  expenses  in  connection  with the
preparation of this prospectus.

         The  common  stock of the  Company  is  traded  on the  American  Stock
Exchange  under the symbol "NYF." On January 20, 2000, the closing price for the
Common Stock, as reported by the American Stock Exchange, was $26.375.

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

     This investment involves risk. See "Risk Factors" beginning at page 8.

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

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
                  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
      PROSPECTUS ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                    The date of this Prospectus is [ ], 2000.

                                      -4-
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  Copies of such material can be obtained from
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

                                      -5-
TABLE OF CONTENTS

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................7

THE COMPANY...............................................................8

RISK FACTORS..............................................................8

FORWARD LOOKING STATEMENTS...............................................12

USE OF PROCEEDS..........................................................12

SELLING SHAREHOLDERS.....................................................13

PLAN OF DISTRIBUTION.....................................................14

LEGAL MATTERS............................................................16

EXPERTS..................................................................16

ADDITIONAL INFORMATION...................................................16

                                      -6-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this  prospectus and  information  that we file later
with  the SEC  will  automatically  update  and  replace  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Section  13(a),  13(c),  14 or 15(d) of the  Securities
Exchange Act of 1934, as amended:

        (1) Our Annual  Report on Form  10-KSB for the year ended  December  31,
            1998;

        (2) Our Quarterly  Reports on Form 10-Q for the quarterly  periods ended
            March 31, 1999, June 30, 1999 and September 30, 1999; and

        (3) Our  Application  for  Registration  of our common stock on Form 8-A
            dated August 27, 1993.

         You may request a copy of these filings, excluding the exhibits to such
filings  which  we have  not  specifically  incorporated  by  reference  in such
filings, at no cost, by writing or telephoning us at the following address:

                  NYFIX, Inc.
                  333 Ludlow Street
                  Stamford, CT 06902
                  Attention:  Chief Financial Officer
                  (203)  425-8000

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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -7-
THE COMPANY

         NYFIX  develops  and markets  advanced  electronic  trading  systems to
brokerage firms, international global exchanges trading in equities,  currencies
and futures & options.  We also  successfully  leverage our patented  flat panel
hardware  technology,  the  Trinitech  Touchpad(R),  which is a state of the art
computer monitor with several technologically  advanced attributes,  including a
reduced  size and weight,  as well as a touch  screen that allows an operator to
interface  with the  computer  by simply  touching  the image  displayed  on the
screen.  Our  principal  executive  offices  are  located at 333 Ludlow  Street,
Stamford, Connecticut, 06902. Our telephone number is (203) 425-8000.

         On November 15, 1999, NYFIX effected a three-for-two stock split in the
form of a 50% dividend of its shares of common stock. All share numbers included
herein  reflect  such stock  split.  The shares  offered  hereby were or will be
purchased by the selling  shareholders  upon exercise of options granted to them
and will be sold for the account of the selling shareholders.

                                  RISK FACTORS

         THE  PURCHASE OF OUR COMMON STOCK  INVOLVES A HIGH DEGREE OF RISK.  YOU
SHOULD CAREFULLY  CONSIDER THE FOLLOWING RISK FACTORS AND THE OTHER  INFORMATION
IN THIS PROSPECTUS BEFORE DECIDING TO INVEST IN OUR COMMON STOCK.

PRIOR TO 1999, NYFIX HAD BEEN  UNPROFITABLE  SINCE ITS INCEPTION AND THERE IS NO
ASSURANCE THAT IT WILL REMAIN PROFITABLE IN THE FUTURE.

         We have  conducted our business  operations  since June 1991.  Prior to
1999 we have had limited revenue from operations or other financial results upon
which investors may base an assessment of our potential.  We have had net losses
since our  inception in 1991 through  September 30, 1999 of  approximately  $5.8
million.  We cannot assure you that we will succeed in implementing our business
strategy or continue to achieve profitable operations in the future.

IF WE ARE NOT  ABLE TO  IDENTIFY,  DEVELOP,  ASSEMBLE,  MARKET  OR  SUPPORT  OUR
PRODUCTS SUCCESSFULLY OR RESPOND EFFECTIVELY TO TECHNOLOGICAL CHANGES OR PRODUCT
ANNOUNCEMENTS BY COMPETITORS, WE MAY NOT REMAIN COMPETITIVE.

         Rapidly changing technology and new product introductions  characterize
the markets for our products.  Accordingly,  we believe that our future  success
will depend on our ability to enhance our  existing  products and to develop and
introduce in a timely  fashion new products that achieve market  acceptance.  We
cannot assure you that we will be able to identify, develop, assemble, market or
support our products successfully or that we will be able to respond effectively
to technological changes or product announcements by competitors.

THE  LOSS OF ANY OF OUR  SIGNIFICANT  CUSTOMERS  WOULD  LIKELY  HAVE A  MATERIAL
ADVERSE EFFECT ON OUR REVENUES.

                                       -8-
As of September 30, 1999, twelve customers  accounted for approximately
57% of  subscription  revenue,  and during the year ended December 31, 1998, two
customers  accounted for approximately  26% of total revenue.  As we continue to
increase our  subscription  customer base, the Company  believes it will be less
likely to be dependent on a limited number of significant  customers.  We cannot
assure you that we will be less  dependent  on a limited  number of  significant
customers in the future,  and the loss of any such  significant  customer  would
likely have a material adverse effect on our revenues.

THE LOSS OF ANY OF OUR KEY  EXECUTIVES  MAY HAVE A MATERIAL  ADVERSE EFFECT UPON
OUR OPERATIONS.

         Our success is dependent  upon the  expertise of the key members of our
management  team,  particularly our President and Chief Executive  Officer,  Mr.
Peter Kilbinger Hansen. The loss of Mr. Hansen's services would, and the loss of
Mr. Lars Kragh, Vice  President-Research  and Development,  may, have a material
adverse  effect upon our  operations.  Our future  success  also  depends on our
continuing  ability to attract,  train and retain  highly  qualified  technical,
sales, marketing, development and managerial personnel. If we are unable to hire
such personnel on a timely basis, our business,  operating results and financial
condition could be adversely affected.

NYFIX FACES COMPETITION IN ITS INDIVIDUAL  PRODUCT AREAS FROM COMPANIES THAT MAY
HAVE  LARGER  AND  GREATER   FINANCIAL   AND  HUMAN   RESOURCES   AND  MARKETING
CAPABILITIES, WHICH MAY HINDER OUR ABILITY TO COMPETE SUCCESSFULLY.

         We have developed  comprehensive  electronic  trading and order-routing
systems  for  exchange  floors and  trader  desktops  as well as the  ability to
provide  managed  network  services and  specialized  interfaces to exchange and
back-office  systems.  Many of our  products  are based on FIX  protocol,  which
stands for "Financial Information Exchange".  FIX protocol offers the ability to
connect the buy-side and  sell-side of an equities  transaction  for  electronic
order/execution  routing and trade information  sharing.  With the acceptance of
FIX as the standard  protocol for  real-time  electronic  communication  between
brokerage firms and asset  management  companies,  vendors,  including NYFIX and
certain of its competitors,  have developed  FIX-based trading system solutions.
For  further  review,  some of these  entities  are  listed on the FIX  Protocol
website, www.fixprotocol.org. While we face considerable competitive pressure in
our distinct product segments (i.e. trader workstations,  network services,  FIX
engine  technology,   etc.),   management  believes  that  our  position  as  an
end-to-end,  "one-stop"  shop for electronic  trading systems and solutions will
lead to  increased  sales in our defined  marketplace.  However,  certain of our
competitors  may have  considerably  larger  and  greater  financial  and  human
resources and marketing capabilities, in addition to

                o   longer operating histories;

                o   significantly  greater  financial,  technical  and marketing
                    resources;

                o   greater name recognition;

                o   a larger installed base of customers and products;

                                       -9-
o   well-established   relationships   with  our   current   and
                    potential customers; and

                o   extensive knowledge of the industry.

                  As such,  we may not be able to compete  successfully  against
our current and future competitors.  Furthermore,  competitive pressures we face
may materially  adversely affect our business,  operating  results and financial
condition.

         NYFIX  MILLENNIUM  HAS  NO  OPERATING   HISTORY  OR  REVENUES  AND  OUR
INVESTMENT IN NYFIX MILLENNIUM COULD RESULT IN SIGNIFICANT LOSSES.

                  NYFIX  Millennium  was  formed  in  October  1999  and  is not
anticipated  to  generate  revenues  until  sometime  within the year 2000.  Our
investment in NYFIX Millennium  involves a high degree of business and financial
risks and can result in substantial losses. NYFIX Millennium's prospects must be
considered in light of the risks,  expenses,  delays,  problems and difficulties
frequently encountered in the establishment of a new business in an emerging and
evolving industry.  NYFIX  Millennium's  business is based on NYFIX's "Super FIX
Engine" technology and is a hybrid  market-system  leveraging new regulation and
technology with the power of the traditional markets. No assurances can be given
that NYFIX Millennium will be successful in its business,  or that profitability
will ever be attained.

          IF OUR PRODUCTS CONTAIN ERRORS, WE COULD EXPERIENCE A LOSS OF OR DELAY
IN MARKET  ACCEPTANCE OR OTHERWISE RESULT IN LITIGATION,  WHICH COULD MATERIALLY
ADVERSELY AFFECT OUR BUSINESS.

                  Our products are complex and may contain  undetected errors or
failures  when we  first  introduce  them or at a later  time.  If our  products
contain  errors,  we could  experience a loss of or delay in market  acceptance,
which could  materially  adversely  affect our business,  operating  results and
financial  condition.  While we have not experienced product liability claims to
date,  our  business may entail the risk of such  claims.  A successful  product
liability claim brought  against us could have a material  adverse effect on our
business, operating results and financial condition.

         SHARES ELIGIBLE FOR FURTHER SALE COULD ADVERSELY  AFFECT THE PREVAILING
MARKET PRICE OF THE COMMON STOCK.

                  The sale of any  substantial  number of  shares of our  common
stock may have a depressive  effect on the market price of our common stock.  As
of November 30, 1999,  2,720,896  shares of the  restricted  securities  we have
issued were eligible for resale under Rule 144. This number does not include the
shares of common stock covered by this prospectus.  Any such sale,  particularly
if large in volume,  could have a material  adverse effect on the market for and
price of shares of common stock.

         CERTAIN  PROVISIONS OF STATE LAW, IN ADDITION TO OUR SHAREHOLDER RIGHTS
PLAN,  MAY PREVENT OR HINDER CHANGE IN CONTROL OF THE COMPANY AND MAY REDUCE THE
POSSIBILITY THAT OUR

                                      -10-
SHAREHOLDERS  WILL RECEIVE A PREMIUM ON THEIR SHARES IN CONNECTION WITH ANY SUCH
CHANGE IN CONTROL.

                  Our shareholders may be deprived of the opportunity to receive
a  premium  for their  shares  because  of  certain  provisions  of the New York
Business  Corporation Law and our shareholder rights plan. These provisions may,
among other things, delay or prevent a change in control of NYFIX or a change in
our  management,  or restrict  the ability of our  shareholders  to  authorize a
merger or other business combination. These provisions are expected to encourage
persons  seeking to acquire  control of NYFIX to consult first with the Board of
Directors  to  negotiate  the terms of any  proposed  merger  or other  business
combination.

         SHARES ISSUABLE UPON THE EXERCISE OF CERTAIN OPTIONS AND WARRANTS COULD
ADVERSELY AFFECT THE PREVAILING MARKET PRICE OF THE COMMON STOCK.

                  As of  September  30,  1999,  we had  outstanding  options and
warrants to purchase an aggregate  of 2,664,099  shares of our common stock at a
weighted  average  exercise  price of $5.07 per share.  The  exercise  of all of
outstanding  warrants and options would dilute the  then-existing  shareholders'
percentage  ownership of our common  stock,  and any sales in the public  market
could adversely affect prevailing market prices for our common stock.  Moreover,
the terms upon which we would be able to obtain  additional equity capital could
be adversely  affected  since the holders of such  securities can be expected to
exercise them at a time when we would, in all likelihood,  be able to obtain any
needed  capital  on  terms  more  favorable  to  than  those  provided  by  such
securities.

         OUR BUSINESS AND OPERATIONS  MAY BE NEGATIVELY  AFFECTED BY "YEAR 2000"
COMPLIANCE ISSUES.

                  The Company is aware of industry  wide issues  related to Year
2000 that are associated with the programming code in computer systems.  Systems
that do not properly  recognize the Year 2000 could  generate  erroneous data or
cause a system to fail.  We  completed  a Year 2000 plan  consisting  of several
phases  which  include,   risk  assessment,   manual  and  automated  review  of
programming  code,  baseline  testing,  unit testing,  integrated  testing and a
review of third party products.

                  We  successfully  participated  in an industry  wide Year 2000
testing  between  March and April of 1999.  The  objective of these tests was to
ensure our customer base would be in full Year 2000 compliance before the end of
the year. To date, the Company has already issued Year 2000  enhancements to our
customers.  These  tests did not reveal any  significant  software  errors.  The
Company has identified and evaluated all internal  software and hardware systems
for Year 2000 compliance.  The Company has not identified any systems that would
require  significant  expenditures  to become  Year 2000  compliant,  nor is the
Company  aware of any  significant  costs that would be  incurred as a result of
ensuring  that  internal  needs  are  Year  2000  compliant.   The  Company  has
established a Year 2000 Quality Assurance Team that will stay in place well into
the year 2000. As of January 20, 2000,  NYFIX, Inc. did not receive any reported
problems  related to the Year 2000 date  changeover.  Our  services  and systems
functioned properly and without issue or interruption.

                                      -11-
It is possible  that a significant  amount of litigation  will
arise out of Year 2000 compliance issues. The Company has established a workable
plan and Quality  Assurance  team to help minimize  these risks.  Because of the
unprecedented nature of such litigation, it is uncertain whether such issues may
affect  the  Company.  Therefore,  there  can be no  assurance  that we will not
experience serious  unanticipated  negative  consequences  and/or material costs
caused by undetected  errors or defects in the  technology  used in our internal
systems or in third party systems that we employ.

                           FORWARD LOOKING STATEMENTS

                  Certain  forward-looking   statements,   including  statements
regarding our expected  financial  position,  business and  financing  plans are
contained  in this  prospectus  or are  incorporated  in  documents  annexed  as
exhibits to this prospectus.  These forward-looking statements reflect our views
with respect to future events and financial performance.  The words,  "believe,"
"expect,"   "plans"   and   "anticipate"   and  similar   expressions   identify
forward-looking statements.  Although we believe that the expectations reflected
in such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to have been correct.  Important factors that could
cause actual results to differ  materially from such  expectations are disclosed
in this prospectus,  including,  without  limitation,  under "Risk Factors." All
subsequent written and oral  forward-looking  statements  attributable to us are
expressly qualified in their entirety by the cautionary statements.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of their dates.  We undertake no obligations to publicly update or
revise any forward-looking  statements,  whether as a result of new information,
future events or otherwise.

                                USE OF PROCEEDS

                  The Company  will  receive the  exercise  price of the options
when  exercised by the holders  thereof or the issuance of shares under the 1991
Plan.  Such  proceeds  will be used for working  capital  and general  corporate
purposes by the Company.  The Company will not receive any of the proceeds  from
the reoffer and resale of the Shares by the Selling Shareholders.

                                      -12-
SELLING SHAREHOLDERS

                  This  Prospectus  relates to the  reoffer and resale of shares
issued or that may be issued to the  Selling  Shareholders  under the 1991 Plan.
This Prospectus also relates to such  indeterminate  number of additional shares
of common stock that may be acquired by the selling  stockholders as a result of
the  antidilution  provisions  of the  1991  Plan.  We will  provide  additional
information regarding the identity of the selling stockholders and certain other
information   relating  to  the  selling  stockholders  as  supplement  to  this
prospectus if we are required by law to do so.

         The following table sets forth (i) the number of shares of common stock
owned by each selling stockholder at January 20, 2000, (ii) the number of shares
of common stock to be offered for resale by each selling  stockholder (i.e., the
total  number of shares  underlying  options  held by each  selling  stockholder
irrespective of whether such options are presently exercisable within sixty days
of January  20,  2000) and (iii) the number and  percentage  of shares of common
stock that each selling  stockholder  will  beneficially own after completion of
the  offering,  assuming that all shares that may be offered for resale are sold
and no other  shares  beneficially  owned by the selling  stockholders  are also
sold.

                                                                Number of
                                                             shares of Common
                                                             Stock/ Percentage
                                          Number                of Class to
                          Number of       of Shares to         be Owned After
                       shares of Common   be Offered         Completion of the
Name                    Stock Owned(1)    for Resale(2)          Offering(3)
---------------------  ------------------ -------------      ------------------
Richard Castillo;
Chief Financial
Officer                    22,500 (4)        7,500(4)             15,000/*
================================================================================

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

        *   Less than 1%

        (1) Includes  all options  being  registered  for resale  regardless  of
            whether these options are currently exercisable within 60 days.

        (2) Consists of shares of common stock issuable upon exercise of options
            both currently and not currently exercisable.

        (3) Assumes  that all shares that may be offered for resale are sold and
            no  other  shares  that  are  beneficially   owned  by  the  selling
            stockholders  are also sold. A person is deemed to be the beneficial
            owner of voting securities that can be acquired by such

                                      -13-
person  within 60 days after the date  hereof  upon the  exercise of
            options, warrants or convertible securities. Each beneficial owner's
            percentage   ownership  is  determined  by  assuming  that  options,
            warrants or convertible securities that are held by such person (but
            not those  held by any other  person)  have been  exercised.  Unless
            otherwise noted, we believe that all persons named in the table have
            sole  voting  and  investment  power  with  respect  to  all  shares
            beneficially owned by them.

        (4) Includes  7,500 shares of common  stock  issuable  upon  exercise of
            options both currently and not currently  exercisable.  Mr. Castillo
            has been the Company's  Chief  Financial  Officer since November 23,
            1998.

                  We  cannot  assure  you that  the  selling  stockholders  will
exercise their options to purchase our common stock.

                  The shares covered by this prospectus may be sold from time to
time so long as this prospectus remains in effect;  provided,  however, that the
selling  stockholders  are first required to contact our Corporate  Secretary to
confirm  that this  prospectus  is in effect.  We intend to  distribute  to each
selling  stockholder  a  letter  describing  the  procedures  that  the  selling
stockholder  may follow in order to use this  prospectus  to sell the shares and
under what  conditions the prospectus may not be used. The selling  stockholders
expect to sell the shares at prices  then  attainable,  less  ordinary  brokers'
commissions and dealers' discounts as applicable.

                              PLAN OF DISTRIBUTION

                  This  offering  is  self-underwritten;   neither  the  selling
shareholders nor we have employed an underwriter for the sale of common stock by
the  selling  shareholders.  We will bear all  expenses in  connection  with the
preparation of this prospectus.  The selling shareholders will bear all expenses
associated with the sale of the common stock.

                  The  selling  shareholders  may offer  their  shares of common
stock directly or through pledgees,  donees,  transferees or other successors in
interest in one or more of the following transactions:

                o   On any stock  exchange  on which the shares of common  stock
                    may be listed at the time of sale;
                o   in negotiated transactions;
                o   in the over-the-counter market; or
                o   in a combination of any of the above transactions.

                  The selling  shareholders may enter into hedging  transactions
in the future. For example, the selling shareholders may:

                                      -14-
o   enter into transactions  involving short sales of the common
                    shares by broker- dealers;

                o   sell common  shares  short  themselves  and  redeliver  such
                    shares to close out their short positions;

                o   enter  into  option  or  other  types of  transactions  that
                    require the selling shareholders to deliver common shares to
                    a broker-dealer, who will then resell or transfer the common
                    shares under this prospectus; or

                o   loan or pledge the common shares to a broker-dealer, who may
                    sell the loaned shares or, in the event of default, sell the
                    pledged shares.

                  The  selling  shareholders  may offer  their  shares of common
stock at any of the following prices:

                o   Fixed prices which may be changed;
                o   market prices prevailing at the time of sale;
                o   prices related to such prevailing market prices; or
                o   at negotiated prices

                  The  selling  shareholders  may effect  such  transactions  by
selling shares to or through  broker-dealers,  and all such  broker-dealers  may
receive compensation in the form of discounts,  concessions, or commissions from
the selling  shareholders  and/or the  purchasers  of shares of common stock for
whom such  broker-dealers  may act as agents or to whom they sell as principals,
or both.  Compensation  as to  particular  broker  dealers  may be in  excess of
customary commissions.

                  Any  broker-dealer  acquiring  common  stock from the  selling
shareholders  may sell the shares either directly,  in its normal  market-making
activities, through or to other brokers on a principal or agency basis or to its
customers. Any such sales may be at prices then prevailing on the American Stock
Exchange or at prices related to such prevailing  market prices or at negotiated
prices  to  its  customers  or  a  combination  of  such  methods.  The  selling
shareholders and any broker-dealers  that act in connection with the sale of the
common stock hereunder might be deemed to be  "underwriters"  within the meaning
of Section 2(11) of the Securities Act; any commissions received by them and any
profit on the resale of shares as principal  might be deemed to be  underwriting
discounts and  commissions  under the Securities Act. Any such  commissions,  as
well as other  expenses  incurred by the  selling  shareholders  and  applicable
transfer taxes, are payable by the selling shareholders.

                  The  selling  shareholders  reserve  the right to accept,  and
together  with any agent of the  selling  shareholder,  to reject in whole or in
part  any  proposed  purchase  of  the  shares  of  common  stock.  The  selling
shareholders  will pay any  sales  commissions  or other  seller's  compensation
applicable to such transactions.

                                      -15-
We have not registered or qualified offers and sales of shares
of the common stock under the laws of any country, other than the United States.
To comply with certain  states'  securities  laws,  if  applicable,  the selling
shareholders  will  offer  and  sell  their  shares  of  common  stock  in  such
jurisdictions  only  through  registered  or  licensed  brokers or  dealers.  In
addition,  in certain  states  the  selling  shareholders  may not offer or sell
shares of common stock unless we have  registered  or qualified  such shares for
sale in such  states  or we have  complied  with  an  available  exemption  from
registration or qualification.

                  Under applicable rules and regulations under the Exchange Act,
any person  engaged  in a  distribution  of shares of the  common  stock may not
simultaneously engage in market making activities with respect to such shares of
common stock for a period of two to nine business days prior to the commencement
of such distribution. In addition, the selling shareholders and any other person
participating in a distribution will be subject to applicable  provisions of the
Exchange  Act  and the  rules  and  regulations  thereunder,  including  without
limitation,  Rules 10b-2,  10b-6 and 10b-7. Such provisions may limit the timing
of  purchases  and sales of any of the  shares of  common  stock by the  selling
shareholders or any such other person.  This may affect the marketability of the
common stock and the brokers'  and dealers'  ability to engage in market  making
activities with respect to the common stock.

                                  LEGAL MATTERS

                  Certain legal  matters in connection  with the issuance of the
shares of common stock  offered  hereby have been passed upon for the Company by
Olshan Grundman Frome  Rosenzweig & Wolosky LLP, 505 Park Avenue,  New York, New
York 10022.  Certain  partners of Olshan Grundman Frome Rosenzweig & Wolosky LLP
own shares of common stock of NYFIX.

                                     EXPERTS

                  The audited financial statements and schedules incorporated by
reference in this  prospectus and elsewhere in the  registration  statement have
been  audited  by  Arthur  Andersen  LLP,  independent  public  accountants,  as
indicated  in their  reports with respect  thereto,  and are included  herein in
reliance upon the authority of said firm as experts in giving said reports.

                             ADDITIONAL INFORMATION

                  The  Company  has  filed  with  the  Securities  and  Exchange
Commission a  Registration  Statement on Form S-8 under the  Securities Act with
respect to the Shares offered hereby.  For further  information  with respect to
the  Company  and  the  securities  offered  hereby,  reference  is  made to the
Registration  Statements.  Statements  contained  in this  Prospectus  as to the
contents of any contract or other document are not necessarily complete,  and in
each instance,  reference is made to the copy of such contract or document filed
as an  exhibit  to  the  Registration  Statements,  each  such  statement  being
qualified in all respects by such reference.

                                      -16-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                The SEC allows us to  "incorporate by reference" the information
we file with them, which means that we can disclose important information to you
by referring you to those documents. The information we incorporate by reference
is considered to be a part of this prospectus and information that we file later
with  the SEC  will  automatically  update  and  replace  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934, as amended:

                (1) Our Annual Report on Form 10-KSB for the year ended December
                    31, 1998;

                (2) Our Quarterly Reports on Form 10-Q for the quarterly periods
                    ended March 31, 1999,  June 30, 1999 and September 30, 1999;
                    and

                (3) Our Application for Registration of our common stock on Form
                    8-A dated August 27, 1993.

                  All  reports  and other  documents  subsequently  filed by the
Company pursuant to Sections 13, 14 and 15(d) of the Securities  Exchange Act of
1934,  as  amended,  prior to the  filing of a  post-effective  amendment  which
indicates  that  all   securities   offered  hereby  have  been  sold  or  which
de-registers all securities remaining unsold, shall be deemed to be incorporated
by reference  herein and to be a part hereof from the date of the filing of such
reports and documents.

         ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

         ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

                  Certain partners of Olshan Grundman Frome Rosenzweig & Wolosky
LLP own shares of common stock

         ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

                  The Company was  incorporated in New York.  Section 722 of the
New York Business Corporation Law provides as follows:

                                      II-1
(a) A corporation  may indemnify any person,
                           made,  or threatened to be made, a party to an action
                           or  proceeding  other  than one by or in the right of
                           the  corporation  to procure a judgment in its favor,
                           whether civil or criminal,  including an action by or
                           in the right of any other  corporation of any type or
                           kind, domestic or foreign, or any partnership,  joint
                           venture,   trust,  employee  benefit  plan  or  other
                           enterprise,  which any  director  or  officer  of the
                           corporation  served in any capacity at the request of
                           the  corporation,  by reason of the fact that he, his
                           testator or  intestate,  was a director or officer of
                           the  corporation,  or served such other  corporation,
                           partnership,  joint venture,  trust, employee benefit
                           plan or other  enterprise  in any  capacity,  against
                           judgments,  fines,  amounts  paid in  settlement  and
                           reasonable   expenses,   including   attorney's  fees
                           actually and necessarily incurred as a result of such
                           action or proceeding,  or any appeal therein, if such
                           director  or  officer  acted,  in good  faith,  for a
                           purpose which he reasonably believed to be in, or, in
                           the case of service for any other  corporation or any
                           partnership,  joint venture,  trust, employee benefit
                           plan or other  enterprise,  not  opposed to, the best
                           interests of the corporation and, in criminal actions
                           or proceedings, in addition, had not reasonable cause
                           to believe that his conduct was unlawful.

                                    (b) The  termination  of any  such  civil or
                           criminal    action   or   proceeding   by   judgment,
                           settlement,   conviction  or  upon  a  plea  of  nolo
                           contendere,  or its  equivalent,  shall not in itself
                           create  a  presumption  that  any  such  director  or
                           officer  did not act,  in good  faith,  for a purpose
                           which he  reasonably  believed to be, or, in the case
                           of  service   for  any  other   corporation   or  any
                           partnership,  joint venture,  trust, employee benefit
                           plan or other  enterprise,  not  opposed to, the best
                           interests   of  the   corporation   or  that  he  had
                           reasonable  cause to  believe  that his  conduct  was
                           unlawful.

                                    (c) A  corporation  may indemnify any person
                           made,  or threatened to be made, a party to an action
                           by or in the right of the  corporation  to  procure a
                           judgment  in its favor by reason of the fact that he,
                           his  testator or  intestate,  is or was a director or
                           officer of the  corporation,  or is or was serving at
                           the  request  of the  corporation  as a  director  or
                           officer of any other corporation of any type or kind,
                           domestic  or  foreign,  of  any  partnership,   joint
                           venture,   trust,  employee  benefit  plan  or  other
                           enterprise,  against  amounts paid in  settlement  or
                           such action,  or in connection with an appeal therein
                           if such director or officer acted, in good faith, for
                           a purpose which he reasonably  believed to be in, or,
                           in the case of service for any other  corporation  or
                           any  partnership,   joint  venture,  trust,  employee
                           benefit plan or other enterprise, not opposed to, the
                           best  interests  of the  corporation,  except that no
                           indemnification under this paragraph shall be made in
                           respect  of (1) a  threatened  action,  or a  pending
                           action which is settled or otherwise  disposed of, or
                           (2) any claim issue or matter as to

                                      II-2
which  such  person  shall have been  adjudged  to be
                           liable  to the  corporation,  unless  and only to the
                           extent  that  the  court  on  which  the  action  was
                           brought,  or, if no action was brought,  any court of
                           competent  jurisdiction,  determines upon application
                           that, in view of all the  circumstances  of the case,
                           the  person  is fairly  and  reasonably  entitled  to
                           indemnity for such portion of the  settlement  amount
                           and expenses as the court deems proper.

                                    (d)  For the  purpose  of  this  section,  a
                           corporation  shall  be  deemed  to have  requested  a
                           person to serve an  employee  benefit  plan where the
                           performance  by  such  person  of his  duties  to the
                           corporation  also  imposes  duties  on, or  otherwise
                           involves  services  by,  such  person  to the plan or
                           participants  or  beneficiaries  of the plan;  excise
                           taxes  assessed  on  a  person  with  respect  to  an
                           employee  benefit  plan  pursuant to  applicable  law
                           shall  be  considered  fines;  and  action  taken  or
                           omitted  by a  person  with  respect  to an  employee
                           benefit  plan in the  performance  of  such  person's
                           duties  for a  purpose  reasonably  believed  by such
                           person to be in the interest of the  participants and
                           beneficiaries of the plan shall be deemed to be for a
                           purpose which is not opposed to the best interests of
                           the corporation.

                  The Company  maintains a directors and officers  liability and
Company  reimbursement policy. The policy insures directors and officers against
unindemnified  loss arising from certain  wrongful acts in their  capacities and
reimburses  the  Company  for such  loss for  which  the  Company  has  lawfully
indemnified the directors and officers.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

         ITEM 8.  EXHIBITS

                  3.1      Articles  of  Incorporation  of NYFIX  Systems,  Inc.
                           (Exhibit 3.1 to  Registrant's  Form 10 filed March 5,
                           1993)
                  3.2      By-Laws  of  NYFIX  Systems,  Inc.  (Exhibit  3.2  to
                           Registrant's Form 10 filed March 5, 1993)
                  3.3      Certificate of Amendment to Articles of Incorporation
                           of NYFIX Systems,  Inc.  (Exhibit 3.3 to Registrant's
                           Form S-3 filed December 30, 1999)
                  4.1      Certificate  of  Designation  of  Series A  Preferred
                           Stock  (Exhibit  4.1 to  Registrant's  Form 10  filed
                           March 5, 1993)
                  4.2      Specimen - Common Stock  Certificate  (Exhibit 4.2 to
                           the  Company's  Annual  Report  on Form  10-K for the
                           fiscal year ended December 31, 1993)

                                      II-3
4.3      1991  Incentive  Stock Option Plan of NYFIX  Systems,
                           Inc.  (Exhibit  4.3 to  Registrant's  Form S-8  filed
                           October 19, 1994.)
                  4.4      Amendment   No.  1  to  Amended  and  Restated   1991
                           Incentive and Nonqualified Stock Option Plan
                  5.1      Opinion of Olshan Grundman Frome Rosenzweig & Wolosky
                           LLP,  counsel to the  Company,  as to the legality of
                           the securities being registered
                  23.1     Consent of Arthur Andersen LLP
                  23.2     Consent of Olshan Grundman Frome Rosenzweig & Wolosky
                           LLP (included in Exhibit 5.1)

         Item 9.  Undertakings.

                  A.       The undersigned registrant hereby undertakes:

                           (1)      To file,  during any period in which  offers
                                    or sales are being  made,  a  post-effective
                                    amendment to this Registration Statement:

                                    (i)     To include any  prospectus  required
                                            by   Section    10(a)(3)    of   the
                                            Securities Act of 1933;

                                    (ii)    To  reflect  in the  prospectus  any
                                            facts or  events  arising  after the
                                            effective  date of the  Registration
                                            Statement   (or  the   most   recent
                                            post-effective   amendment  thereof)
                                            which,   individually   or  in   the
                                            aggregate,  represent a  fundamental
                                            change in the  information set forth
                                            in the Registration Statement;

                                    (iii)   To include any material  information
                                            with   respect   to  the   plan   of
                                            distribution      not     previously
                                            disclosed   in   the    Registration
                                            Statement or any material  change to
                                            such information in the Registration
                                            Statement;  Provided,  however, that
                                            paragraphs (i) and (ii) above do not
                                            apply if the information required to
                                            be  included  in  a   post-effective
                                            amendment  by  those  paragraphs  is
                                            contained in periodic  reports filed
                                            by  the   registrant   pursuant   to
                                            Section   13   or   15(d)   of   the
                                            Securities Exchange Act of 1934 that
                                            are incorporated by reference in the
                                            Registration Statement;

                           (2)      That,  for the purposes of  determining  any
                                    liability  under the Securities Act of 1933,
                                    each such post-effective  amendment shall be
                                    deemed  to be a new  registration  statement
                                    relating to the securities  offered therein,
                                    and the offering of such  securities at that
                                    time shall be deemed to be the initial  bona
                                    fide offering thereof; and

                                      II-4
(3)      To remove  from  registration  by means of a
                                    post-effective    amendment   any   of   the
                                    securities   being  registered  that  remain
                                    unsold at the termination of the offering.

                  B.       The undersigned  registrant  hereby  undertakes that,
                           for purposes of determining  any liability  under the
                           Securities   Act  of  1933,   each   filing   of  the
                           registrant's  annual report pursuant to Section 13(a)
                           or 15(d) of the Securities Exchange Act of 1934 (and,
                           where applicable,  each filing of an employee benefit
                           plan's annual report pursuant to Section 15(d) of the
                           Securities Exchange Act of 1934) that is incorporated
                           by reference in this Registration  Statement shall be
                           deemed to be a new registration statement relating to
                           the securities  offered therein,  and the offering of
                           such  securities  at that time  shall be deemed to be
                           the initial bona fide offering thereof.

                  C.       Insofar as  indemnification  for liabilities  arising
                           under the  Securities Act of 1933 may be permitted to
                           directors,  officers and  controlling  persons of the
                           registrant pursuant to the foregoing  provisions,  or
                           otherwise,  the  registrant  has been advised that in
                           the opinion of the Securities and Exchange Commission
                           such  indemnification  is  against  public  policy as
                           expressed  in the  Securities  Act of  1933  and  is,
                           therefore,  unenforceable.  In the event that a claim
                           for  indemnification  against such liabilities (other
                           than  the  payment  by  the  registrant  of  expenses
                           incurred   or  paid  by  a   director,   officer   or
                           controlling   person   of  the   registrant   in  the
                           successful defense of any action, suit or proceeding)
                           is asserted by such director,  officer or controlling
                           person  in  connection  with  the  securities   being
                           registered,   the  registrant  will,  unless  in  the
                           opinion of its counsel the matter has been settled by
                           a  controlling  precedent,   submit  to  a  court  of
                           appropriate  jurisdiction  the question  whether such
                           indemnification  by it is  against  public  policy as
                           expressed in the  Securities  Act of 1933 and will be
                           governed by the final adjudication of such issue.

                  D.       The  undersigned   registrant  hereby  undertakes  to
                           deliver or cause to be delivered with the prospectus,
                           to each  person  to whom  the  prospectus  is sent or
                           given,  a copy  of  the  registrant's  latest  annual
                           report  to  shareholders   that  is  incorporated  by
                           reference in the prospectus and furnished pursuant to
                           and  meeting the  requirements  of Rule 14a-3 or Rule
                           14c-3 under the Securities Exchange Act of 1934; and,
                           where interim  financial  information  required to be
                           presented by Article 3 of  Regulation  S-X is not set
                           forth in the prospectus,  to deliver,  or cause to be
                           delivered  to each person to whom the  prospectus  is
                           sent or given,  the latest  quarterly  report that is
                           specifically   incorporated   by   reference  in  the
                           prospectus   to  provide   such   interim   financial
                           information.

                                      II-5
SIGNATURES

                           Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized in the City of Stamford,  State of Connecticut on this 24th day
of January, 2000.

                            NYFIX, INC.

                            By: /s/ Peter Kilbinger Hansen
                               --------------------------------------
                               Name:  Peter Kilbinger Hansen
                               Title: Chairman of the Board and President
                                      (Chief Executive Officer)

                                Power of Attorney

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature  appears below constitutes and appoints each of Peter Kilbinger Hansen
and Richard A. Castillo his true and lawful  attorneys-in-fact  and agent,  with
full power of substitution and resubstitution, for and in his or her name, place
and stead,  in any and all  capacities,  to sign any or all  amendments  to this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorney-in-fact  and  agent,  full  power and
authority to do and perform each and every act and thing requisite  necessary to
be done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person,  hereby  ratifying and confirming all that said
attorney-in-fact  and agent, or his or her substitute,  may lawfully do or cause
to be done by virtue hereof.

                           Pursuant  to  the   requirements  of  the  Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:

Signatures                          Title                            Date
----------                          -----                            ----

-----------------------  Chairman of the Board            January 24, 2000
Peter Kilbinger Hansen   (Principal Executive
                         Officer)

-----------------------  Chief Financial                  January 24, 2000
Richard A. Castillo      Officer
                         (Principal Accounting
                         Officer)

-----------------------  Director                         January 24, 2000
Dr. John H. Chapman

-----------------------  Director                         January 24, 2000
Craig M. Shumate

-----------------------  Director                         January 24, 2000
Carl E. Warden

                                      II-6
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  registration  statement  of our report  dated March 23, 1999
included in Trinitech  Systems,  Inc.'s Form 10-KSB for the year ended  December
31,  1998  and to all  references  to our  Firm  included  in this  registration
statement.

                                                  /S/ ARTHUR ANDERSEN LLP
                                                  ARTHUR ANDERSEN LLP

Stamford, Connecticut
January 20, 2000

                                      II-7
THE 1991 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN. Pursuant to the
requirements of the Securities Act of 1933, the Stock Option  Committee has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the  City of  Stamford,  State of
Connecticut, on January 24, 2000.

                                        /s/ Peter Kilbinger Hansen
                                        -----------------------------
                                        Peter Kilbinger Hansen
                                        Chairman, Stock Option Committee

                                      II-8