SecProbe.io

July 19, 2011
 Via E-mail

Howard W. Lutnick Chairman and Chief Executive Officer BGC Partners, Inc. 499 Park Avenue New York, New York 10022
Re: BGC Partners, Inc.
  Supplemental Response to Regist ration Statement on Form S-3
Filed July 11, 2011
  File No. 333-175034

Dear Mr. Lutnick:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amendi ng your registration statement and providing
the requested information.  Where you do not be lieve our comments apply 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 these comments,  we may have additional comments.

General

 1. We note that Cantor may satisfy its shar e delivery obligation under the distribution
rights agreement by purchasing additional shares  in the future.  Please confirm to us
that the shares to be offered pursuant to this prospectus are already outstanding, or
will be issued upon conversion of already outstanding BCG Partners securities, and
are owned directly or indire ctly by Cantor or the indi vidual selling stockholders.
 2. Please revise the prospectus to clarify th at you will name in a prospectus supplement
any additional individual se lling stockholders to the ex tent they direct Cantor,
pursuant to the terms of th e distribution rights agreemen t, to sell Class A common
stock on their behalf pursuant to  this registration statement.

Howard W. Lutnick
BGC Partners, Inc. July 19, 2011 Page 2
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require.  Since the company and its
management are in possession of all facts re lating 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 accelerati on of the effective
date of the pending registration statement pl ease provide 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 th e Commission 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 th e 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 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of th e registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.
 Please contact Folake Ayoola, Attorney A dvisor, at (202) 551-3673 or me at (202)
551-3852 with any questions.
Sincerely,
   /s/ Michael McTiernan    Michael McTiernan
Assistant Director

 Cc: Caroline A. Koster (BGC Partners, Inc.)
Christopher T. Jensen, Esq. (Morgan, Lewis & Bockius LLP)