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SEC Company Response from BGC Group, Inc. (BGC) (CIK 0001094831) (BGC) — Aug 15, 2011

BGC Group, Inc. (BGC) (CIK 0001094831)
Date: Aug. 15, 2011 · CIK: 0001094831 · Accession: 0001193125-11-223179

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File numbers found in text: 333-175034

Date
August 15, 2011
Author
Assistant Director
Form
CORRESP
Company
BGC Group, Inc. (BGC) (CIK 0001094831)

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Attention: Mr. Michael McTiernan Assistant Director Re: BGC Partners, Inc. Registration Statement on Form S-3 (Registration No. 333-175034)

Dear Mr. McTiernan:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, BGC Partners, Inc. (the “Company”) hereby requests acceleration of the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-175034) (the “Registration Statement”) so that the Registration Statement becomes effective at 4:00 p.m., Eastern Time, on August 17, 2011, or as soon as practicable thereafter.

The Company acknowledges that (1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) 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 (3) the Company may not assert 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.

BGC PARTNERS, INC.

/s/ Caroline A. Koster

Name:

Caroline A. Koster

Title:

Vice President and Assistant General Counsel

cc: Stephen M. Merkel, Esq. (BGC Partners, Inc.)

Christopher T. Jensen, Esq. (Morgan, Lewis & Bockius LLP)

George G. Yearsich, Esq. (Morgan, Lewis & Bockius LLP)

Show Raw Text
CORRESP
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filename1.htm

Acceleration Request

 BGC Partners, Inc.

 499 Park Avenue

 New York, New York 10022

August 15, 2011

 VIA
EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549-6010

Attention:
Mr. Michael McTiernan

Assistant Director

Re:
BGC Partners, Inc.

Registration Statement on Form S-3 (Registration No. 333-175034)

 Dear Mr. McTiernan:

 Pursuant to Rule 461 under the Securities Act of 1933, as
amended, BGC Partners, Inc. (the “Company”) hereby requests acceleration of the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-175034) (the “Registration
Statement”) so that the Registration Statement becomes effective at 4:00 p.m., Eastern Time, on August 17, 2011, or as soon as practicable thereafter.

 The Company acknowledges that (1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing; (2) 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 (3) the Company may not assert 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.

BGC PARTNERS, INC.

 /s/ Caroline A. Koster

Name:

Caroline A. Koster

Title:

Vice President and Assistant General Counsel

cc:
Stephen M. Merkel, Esq. (BGC Partners, Inc.)

Christopher T. Jensen, Esq. (Morgan, Lewis & Bockius LLP)

George G. Yearsich, Esq. (Morgan, Lewis & Bockius LLP)