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Mail Stop 3561          December 6, 2007  Howard W. Lutnick Chairman of the Board, Chief Executive Officer and President eSpeed, Inc. 110 East 59
th Street
New York, NY  10022
Re: eSpeed, Inc.
 Preliminary Proxy Statement Relati ng to a Merger or Acquisition on
Schedule 14A Filed November 6, 2007 Form 10-K/A for fiscal year ended December 31, 2006 Filed August 23, 2007
  File No. 0-28191

Dear Mr. Lutnick:

We have reviewed the above-referenced f ilings and have the following comments.
Where indicated, we think you should revise your document(s) in response to these comments.
If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your  explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.  The page
numbers set forth below refer to the tape- bound courtesy copy of the preliminary proxy
statement.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.
 Preliminary Proxy Statement

General
 1. Please ensure that all proxy materials sent to  shareholders conform with the requirements
of Rule 14a-5(d)(1), including the letter to stockholders.  Please  also ensure that both the

Howard W. Lutnick
eSpeed, Inc. December 6, 2007
Page 2
proxy statement and form of proxy are clearly identified as preliminary versions until
disseminated to security holders.
 2. Please review the requirements of Item 1001 of Regulation M-A, a nd revise the proxy
statement as appropriate to provide a summary  term sheet in Plain English and in bullet
point format of the most material terms of  the transaction.  For example, your list of
definitions on page 1 could be limited to te rms that are easily understood only by industry
experts, terms that you cannot explain conc isely when you first use them, and terms
whose meaning you cannot make clear from c ontext.  Also, please ensure that the
information you present in your Questions a nd Answers and Summary are not duplicative
of one other; see, for example, “Q: How doe s the eSpeed board of directors recommend
that I vote…?”
 3. Please provide us with your analysis as to why the Combined Company does not fall
within the definition of “investment compa ny” in Section 3(a)(1) of the Investment
Company Act of 1940.  In this regard, we note your  risk factor disclosure addressing this
concern.
 4. Please provide independent supplemental materi als, with appropriate markings and page
references in your response, supporting statemen ts such as “BGC Partners is one of the
largest and fastest growing in ter-dealer brokers …” in your letter to stockholders.  Also,
please revise to articulate by what measur e you are making such statements.  This
comment applies to similar statements such  as “[W]e are a leader in developing and
deploying electronic market places…” and “BGC Partners is a leading full-service inter-dealer broker…” on page 70.
 Summary, page 8

 5. Please disclose prominently in the Summary the total dollar value of the merger transaction based on the closing price of eSpee d, Inc. as of the date of the execution of
the merger agreement and as of a recent date.  Please provide disclosure that the value of
the merger transaction fluctuates as the pric e of eSpeed common stock fluctuates and that
the value of the merger will not be fixed until the date of closing.
 6. Please include here and in the body of the proxy statement a discussion of dilution of eSpeed’s current stockholders as a result of the merger.  Please also include a discussion
and chart, similar to the one provided on page 15, of possible future dilution based on the ability of certain parties to c onvert their interests in BCG Ho ldings into Class A or Class
B common stock as well as the rights of Class B common st ockholders to convert their
shares into Class A common stock.

7. Please include in the Summary a brief discussion  of matters to be voted on other than the
merger agreement.  Please include in that discussion whether any of the other proposals
are conditioned on the approval of the merger agreement.

Howard W. Lutnick
eSpeed, Inc. December 6, 2007
Page 3
8. Please revise to include a brief descripti on highlighting any potential advantages or
disadvantages of the merger, in cluding a brief explanation as to why the eSpeed board of
directors recommends voting in favor of the transaction.

Interests of Directors, Executive Officers and Ce rtain Beneficial Owners in the Merger, page 10

 9. Please revise the first sentence under this sub-he ading to indicate that the interests of the
current directors and executive officers of eSpeed, the future directors and executive
officers of the combined company and certain beneficial owners of eSpeed common stock may conflict with the interests of the unaffiliated eSpeed stockholders.
 Structure of the Merger, page 12

 10. Please revise this discussion to quantify the sh ares you will issue as a result of each of the
bullet points you provide on page 12, and elsewher e in the registration statement.  Where
you state that the current stockholder of th e company will hold the same number and
class of shares of common stock of the Comb ined Company, quantify this amount as well
both in terms of number of shares an d in term of per centage ownership.
 11. We note that the diagram on page 15 indica tes that the public stockholders will hold
40.6% of economics and 11.2% of voting power  of the Combined Company.  Where you
refer to “economics,” please elaborate to clarify what you mean.  Also, considering you
indicate in the letter to st ockholders and on page 71 that th e stockholders of the Company
will own equity interests representing 27.8% of the economics of BGC U.S. and BGC Global after the merger, clar ify whom other than eSpeed  stockholders comprises the
“Public Stockholders,” and why you present this  in terms of ownership of the Combined
Company as compared to ownership of BGC U.S. and BGC Global.
 Risk Factors, page 32

 12. Some of your risk factors a ppear overly lengthy and should be revised to include only
enough disclosure to clearly descri be the material risk and to put the risk into context.
Note that each risk factor should present the ri sk as quickly as possible, ideally within the
first one or two sentences, and then provide  the facts necessary to  place the risk in
context.  In this regard, detailed info rmation should be moved to the body of the
prospectus.  For example, we refer you to the third risk factor on pa ge 33, the third risk
factor on page 56 and the risk factor on page 60.  Please note that these are only
examples.  Please revise accord ingly throughout this section.
 Risks Related to the Merger, page 32

eSpeed stockholders other than Cant or and its affiliates …, page 33
 13. Please expand this risk factor to address the potential for further di lution of the current
eSpeed’s stockholders ownership interests upon the conversion of BGC Holdings limited partnership units into shares of  Class A or Cla ss B common stock.

Howard W. Lutnick
eSpeed, Inc. December 6, 2007
Page 4  Comments by the SEC on this proxy statement …, page 35

 14. Please advise us as to how this risk factor  will be applicable at the time the company
mails the proxy statement to its stockholders.
 Risks Related to the Combined Company’s Business, page 38

The Combined Company’s ability to retain its key employees …, page 42
 15. Please disclose as a percentage the amount of time each of Messrs. Lutnick, Merkel and
Amaitis is expected to spend on matt ers related to the combined company.
 The Special Meeting of Stockholders, page 66

Adjournments and Postponements, page 69
 16. We note your disclosure that the special m eeting may be adjourned for the purpose of
soliciting additional proxies.  The postponement or adjournment of a meeting to solicit additional proxies is a substantive proposal for which proxies must be independently
solicited and for which discretionary authority  is unavailable.  S ee Rule 14a-4.  Please
revise this disclosure and the proxy card.  The proxy card should have an additional
voting box so that shareholders may decide whether or not to  vote in favor of
adjournment for the solicitation of additional proxies, if this is an action that is
contemplated.

Proposal 1 – the Merger, page 70

History, Formation, Separation and Pre-Merger Structure of BGC Partners, page 70
 17. Please include on page 70 a discussion of th e purpose and a description of the mechanics
of the conversion of BGC Partners from a corporation to a limited liability company prior to the merger.
 18. In the first full paragraph unde r the diagram on page 71, please  revise the second to last
sentence to make clear that even though cu rrent eSpeed stockholders  will continue to
hold the same number of shares of the co mbined company after the merger, their
percentage ownership will decrease immediatel y as a result of the merger and in the
future as a result of a dditional issuances of comb ined company common stock.
 Structure of the Combined Company, page 74

 19. In the discussion on page 74 and elsewhere in the proxy statement of the interests to be
issued in BGC Holdings that will or may in the future be exchangeable on a one-for-one
basis (subject to standard anti-dilution adjustments) into either Class A or Class B common stock of BGC Partners, please explain how the exchange ratio (one for one) was determined.

Howard W. Lutnick
eSpeed, Inc. December 6, 2007
Page 5 Background of the Merger, page 79

 20. At the beginning of the “Background of th e Merger” section, please include a brief
discussion of the relationship between BGC Part ners and eSpeed, Inc pr ior to the start of
merger discussions.
 21. Please revise the disclosure in the first paragraph of the “Background of the Merger”
discussion to disclose how many discussions  or meetings occurred between May 2005
and August 2006 with respect to the possible combination of BGC Partners and eSpeed
and why it was eventually not pursued.
 22. In the fourth paragraph of the “Background of the Merger” discussion, please disclose the
reasons why BGC Partners and eSpeed deci ded to resume discussions of a possible
combination, especially in light of the f act that BGC Partners filed a registration
statement for its in itial public offering on February 8, 2007.
 23. Please revise the disclosure in the fourth paragraph of the “Background of the Merger” discussion to disclose the date on which eS peed’s board of dir ectors established the
special committee.
 24. Please expand the disclosure in the first para graph on page 80 to in clude the reasons why
the board determined not to authorize th e special committee to consider strategic
alternatives other than the merger with BGC Partners.
 25. You mention on page 81 that the Special Committee considered Cantor’s proposed terms for the merger.  Please revise to disclose thos e terms in detail.   Please also disclose the
improved exchange ratio that was suggested by Sander O’Neill on page 82.
 26. Please expand the discussion in the second full paragraph on page 82 to disclose whether
the terms of the offer contained in the letter  received from Tullett were substantially the
same as the prior proposal and whether the Special Committee considered the terms of the offer superior to those being proposed  by Cantor at that time, notwithstanding
Cantor’s necessary consent to proceed.
 27. On page 84 of the proxy statement, please desc ribe briefly the activ ities between June 6,
2007 and August 3, 2007.  For example, if the parties began to prepare the proxy
statement or if the parties began to work  on obtaining regulatory approvals, please
disclose these or similar events.  In a ddition, please expand the discussion of the
amendment to the merger agreement to disc lose why the parties believed the amendment
was necessary, a brief summary of the items  amended as well as a description of
amendments to the related ag reements and transactions.
 28. Please expand the discussion in the first para graph on page 85 of the proxy statement to
include the size of the business now being excluded from the combined company and whether the parties, including the Special Com mittee, considered that the changes to the

Howard W. Lutnick
eSpeed, Inc. December 6, 2007
Page 6
structure of the transaction re quired reconsideration of the c onsideration to be paid in
connection with the merger.
 29. Please advise us, with a view towards disclo sure in the proxy statement, the reason for
Mr. Gosin’s resignation from the audit a nd compensation committees and the Special
Committee in October 2007 as disclosed on pa ge 85.  In addition, please revise the
disclosure to reflect Mr. Go sin’s resignation from the board  as of November 7, 2007, as
you disclose on Form 8-K filed on November 14, 2007.

30. Please disclose in connection with the di scussion of the amendment to the merger
agreement on page 85 that Sandler O’Neill (i) will not be delivering a bring-down
opinion prior to the clos ing of the merger and that, as a result, the opinion does not take
into account subsequent events, including fluc tuations in the market value of eSpeed’s
common stock and (ii) did not take into accoun t any of the changes to the merger and the
consideration included in the amendment to the merger agreement.  Please disclose why
the Special Committee did not seek an upda ted fairness opinion in light of the
amendment to the merger agreement.  Pleas e make any necessary conforming changes to
the Summary and to the discussion of the financial advisor’s opinion.
 Reasons for the Merger; Reco mmendation of the Merger by the Special Committee and the
eSpeed Board of Directors, page 85

31. Please disclose in the first paragraph on page 86 whether the Special Committee
determined whether the merger agreemen t as amended on November 5, 2007 and the
transactions contemplated by the amended merg er agreement are fair to, advisable and in
the best interests of eSpeed and the holders of eSpeed Class A common stock (other than
Cantor and its affiliates).  We note your di sclosure relating to the Special Committee’s
conclusions as to the Special Committee de terminations as of August 7, 2007 on page 84,
however, you do not make similar conclusions as to the amendments considered on October 16, 2007 on page 85.
 32. Please disclose in the first bullet point on page 86 the relationship between the implied value of $9.75 per share and the closing price of  the class A common stock as of a recent
date.
 33. We note the disclosure in th e third to last bullet point on page 87.  Please add this
disclosure to an appropriate pl ace under “Background of the Merger.”
Opinion of Financial Advisor to  the Special Committee, page 90

 34. Please provide us supplementally with a copy of any materials, such as board books, used in Sandler O’Neill’s presentation to th e special committee on May 29, 2007.  We may
have additional comments afte r reviewing this material.

Howard W. Lutnick
eSpeed, Inc. December 6, 2007
Page 7 Interests of Directors, Executive Officers and Ce rtain Beneficial Owners in the Merger, page 99

 35. Please revise the first sentence of this section to add that the interest s of current directors
and executive officers of eSpeed, the future  directors and executive officers of the
combined company and certain beneficial ow ners of eSpeed common stock may conflict
with the interests of unaffiliated eS