SecProbe.io

July 22, 2010

Stephen M. Merkel Executive Vice President, Gene ral Counsel and Secretary
BGC Partners, Inc.  499 Park Avenue  New York, New York 10022
Re: BGC Partners, Inc.   Registration Statement on Form S-3
Filed April 28, 2010
  File No. 333-166355
 Dear Mr. Merkel:
 We have limited our review of your registration statement to the issue we have addressed
in our comment.  Please note that we may ask you to provide us with information so we may
better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to this comment, we may have additional comments.
 Front Cover Page of Prospectus

1. We note that you incorporate by reference any quarterly reports and current reports filed
subsequent to the date of this registra tion statement.  Please note that you should
specifically incorporate by reference any futu re filings (such as quarterly reports or
applicable current reports) ma de after the date of the regi stration statement and prior to
effectiveness.  Please refer to Securities Act Forms – Compliance & Disclosure Interpretations, Question 123.05 for guidance an d confirm that you pl an to amend your
registration statement as needed.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in

 Stephen M. Merkel BGC Partners, Inc.  July 22, 2010 Page 2

possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
  Please contact Jerard T. Gibson at (202) 551-3473 or me at (202) 551-3233 with any
questions.          S i n c e r e l y ,             T h o m a s  K l u c k          B r a n c h  C h i e f   cc: Christopher T. Jensen  George G. Yearsich
Morgan, Lewis & Bockius LLP (via facsimile)