SecProbe.io

CORRESP
 1
 filename1.htm

 BGC
Group, Inc.

 499
Park Avenue

 New
York, New York 10022

 August
22, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Attention:
 John Dana Brown

 Office of Crypto Assets

 Re:
 BGC Group, Inc. -- Registration Statement on Form S-4

 (File No.
 333-289500) (the "Registration Statement")

 Dear
Mr. Brown:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, BGC Group, Inc., a Delaware corporation (the "Registrant"), hereby
requests acceleration of the effectiveness of the Registration Statement so that the Registration Statement becomes effective at 4:00
p.m., Eastern Time, on Tuesday, August 26, 2025, or as soon as practicable thereafter.

 Please
contact Leland S. Benton or Howard A. Kenny of Morgan, Lewis & Bockius LLP at (202) 739-5091 or (212) 309-6843, respectively, or
leland.benton@morganlewis.com or howard.kenny@morganlewis.com, respectively, with any questions you may have concerning this request. In
addition, please notify Mr. Benton or Mr. Kenny when this request for acceleration has been granted.

 The
Registrant hereby authorizes Mr. Benton or Mr. Kenny to orally modify or withdraw this request for acceleration.

 BGC
 GROUP, Inc.

 By:
 /s/ Jason W.
 Hauf

 Name:
 Jason W. Hauf

 Title:
 Chief Financial Officer

 cc:
 Leland S. Benton, Esq. (Morgan, Lewis & Bockius LLP)

 Howard A. Kenny, Esq. (Morgan, Lewis & Bockius LLP)

 [Acceleration request for Form S-4 respecting Exchange Offer of 6.150%
Senior Notes due 2030]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 18, 2025

Sean A. Windeatt
Co-Chief Executive Officer
BGC Group, Inc.
499 Park Avenue
New York, NY 10022

 Re: BGC Group, Inc.
 Registration Statement on Form S-4
 Filed August 11, 2025
 File No. 333-289500
Dear Sean A. Windeatt:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact John Dana Brown at 202-551-3859 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Leland S. Benton
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 BGC Group, Inc.

 499 Park Avenue

 New York, New York 10022

 August 11, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 BGC Group, Inc.–Registration Statement on Form S-4

 (File No. 333-[ ]) (the "Registration Statement")

 Ladies and Gentlemen:

 On August 11 , 2025 ,
BGC Group, Inc., a Delaware corporation (the "Company"), filed with the Securities and Exchange Commission (the "SEC")
the Registration Statement with respect to an offer to exchange (the "Exchange Offer") up to $700,000,000 aggregate principal
amount of the Company's outstanding 6.150% Senior Notes due 2030 (the "Old Notes") for an equal aggregate principal
amount of the Company's 6.150% Senior Notes due 2030 (the "Exchange Notes") that have been registered under the Securities
Act of 1933, as amended (the "Securities Act").

 The Company is registering the Exchange Notes
in reliance on the position of the staff of the SEC (the "Staff") enunciated in Exxon Capital Holdings Corp. , SEC
no-action letter (April 13, 1988) (the "Exxon Capital Letter"), Morgan, Stanley and Co. Inc. , SEC no-action
letter (June 5, 1991) (the "Morgan Stanley Letter"), and Shearman & Sterling , SEC no-action letter (July 2,
1993) (the "Shearman & Sterling Letter"). In connection therewith, the Company represents as follows:

 1. The Company has not entered into any arrangement or understanding with any person, including any broker-dealer holding Old Notes acquired
for its own account as a result of market-making activities or other trading activities, to distribute the Exchange Notes to be received
in the Exchange Offer and, to the best of the Company's information and belief, each person participating in the Exchange Offer
(i) is acquiring the Exchange Notes in the ordinary course of business, (ii) is not engaging in and does not intend to engage in a distribution
of the Exchange Notes, (iii) does not have an arrangement or understanding with any person or entity to participate in the distribution
of the Exchange Notes and (iv) is not an "affiliate" of the Company, as defined under Rule 405 under the Securities Act.

 United States Securities and Exchange Commission August 11, 2025 Page 2

 2. The Company will make each person participating in the Exchange Offer aware (through the prospectus included in the Registration Statement
(the "Exchange Offer Prospectus")) that any holder of Exchange Notes using the Exchange Offer to participate in a distribution
of the Exchange Notes (i) cannot rely on the Staff's position enunciated in the Exxon Capital Letter, the Morgan Stanley Letter
or similar letters and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in order to reoffer,
resell or otherwise transfer Exchange Notes. The Company acknowledges that any such reoffer, resale or transfer should be covered by an
effective registration statement containing (except in the case of broker-dealers reselling Exchange Notes in the situation described
in the succeeding paragraph) the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

 3. The Company will make each person participating in the Exchange Offer aware (through the Exchange Offer Prospectus or otherwise) that
(i) any broker-dealer that receives Exchange Notes for its own account in the Exchange Offer for Old Notes that were acquired by such
broker-dealer as a result of market-making or other trading activities, may be an "underwriter" within the meaning of the
Securities Act (as described in the Shearman & Sterling Letter) in connection with any resale of such Exchange Notes and (ii) by participating
in the Exchange Offer, any such broker-dealer represents that it will so deliver a prospectus meeting the requirements of the Securities
Act (which may be the prospectus for the Exchange Offer so long as it contains a plan of distribution with respect to such resale transactions,
which plan of distribution need not name the broker-dealer or disclose the amount of Exchanges Notes held thereby).

 4. The Company will include in the Exchange Offer Letter of Transmittal provisions to the effect that, by participating in the Exchange
Offer: (i) each exchange offeree that is not a broker-dealer will represent to the Company that it is not engaging in and does not intend
to engage in a distribution of the Exchange Notes and (ii) any exchange offeree that is a broker-dealer that receives Exchange Notes for
its own account in the Exchange Offer for Old Notes that were acquired by such broker-dealer as a result of market-making or other trading
activities will acknowledge that it will comply with the prospectus delivery requirements of the Securities Act in connection with any
offer to resell or other transfer of the Exchange Notes received in the Exchange Offer. The Exchange Offer Letter of Transmittal will
also include a statement to the effect that, by so acknowledging and delivering a prospectus, such broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.

 United States Securities and Exchange Commission August 11, 2025 Page 3

 Very truly yours,

 BGC GROUP, INC.

 By:
 /s/ Jason W. Hauf

 Name:
 Jason W. Hauf

 Title:
 Chief Financial Officer

 [Letter of Undertaking Related to Exchange Offer
for 6.150% Senior Notes due 2030]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 4, 2025

Jason W. Hauf
Chief Financial Officer
BGC Group, Inc.
499 Park Avenue
New York, NY 10022

 Re: BGC Group, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-35591
Dear Jason W. Hauf:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Crypto Assets
cc: Howard Kenny
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 BGC Group, Inc.
 499 Park Avenue
 New York, New York 10022

 May 13, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Crypto Assets
 100 F Street, NE
 Washington, D.C. 20549

 Attention:

 Rolf Sundwall
 Mark Brunhofer

 Re:

 BGC Group, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-35591

 Dear Sirs:

 On behalf of BGC Group, Inc. (the “Company”), we are writing in response to your comment letter, dated April 30, 2025, relating to the Company’s Annual Report on Form 10-K for
 the fiscal year ended December 31, 2024 filed on March 3, 2025 (the “Form 10-K”).

 For your convenience, the Company has repeated your comment in full, and the Company’s response is consistent with the numbering of the comment and heading used in your letter.

 Form 10-K for Fiscal Year Ended December 31, 2024

 Notes to Consolidated Financial Statements
 Note 20. Income Taxes, page 190

 1.

 We note the $9,154,000 reconciling item in your rate reconciliation for 2024 at the bottom of page 191 attributed to "Available for sale securities mark-to-market--U.S. GAAP Adjustment." We also note that this
 reconciling item represents 18.3% of your tax provision in 2024 and that it increases your effective tax rate by 5.3 percentage points. Please tell us the nature of this reconciling item and explain why it impacts your rate reconciliation. In
 your response, specifically explain:

 •

 Why you characterize the reconciling item as related to available for sale securities when it appears from your Financial Instruments Owned, at Fair Value policy note on page 146 that these investments are
 classified as trading securities; and

 •

 Why the attributes of this reconciling item are apparently not temporary differences that result in no net impact on your effective rate and rate reconciliation.

 United States Securities and Exchange Commission
 Division of Corporation Finance
 May 13, 2025
 Page 2 of 3

 Response #1

 The $9.154 million reconciliation item within note 20, Income Taxes (“note 20”), to the financial statements contained in the Form
 10-K relates to certain equity interests held at a foreign subsidiary of the Company.  These equity interests are accounted for under the measurement alternative methodology pursuant to ASC Topic 321, Investments -
 Equity Securities .  These equity interests are included within “Other assets” in the Company’s consolidated statement of financial condition and are remeasured to fair value, with changes recorded in net income during the period, when
 observable price changes occur.

 However, legal title to these equity interests is held at a foreign subsidiary of the Company.  The foreign subsidiary separately records, for local reporting purposes, the
 unrealized gain and corresponding deferred tax liability under local accounting rules, which differ from U.S. GAAP and include an element comparable to “available-for-sale.”  In preparing the reconciliation table included within note 20, the Company
 carried over the terminology “AFS MTM” from the records of the foreign subsidiary.  The Company acknowledges that such terminology is confusing and will not use that term in future filings.

 For the year ended December 31, 2024, the Company properly recorded a $36.6 million unrealized gain relating to an increase in fair value of these equity interests, which was
 recorded in “Other income (loss)” in the Company’s consolidated statement of operations.  The related deferred tax liability was properly provided for as a temporary difference in the “tax expense at federal statutory rate” line item within note 20
 in the Form 10-K.  The presentation in note 20 may have given the appearance that the $9.154 million reconciling item represented a permanent difference in the Company’s rate reconciliation.  This is not the case.

 In preparing the reconciliation table included within note 20, the Company presented offsetting reconciling items as a result of the local presentation of the financial
 statements.  Specifically, the $9.154 million tax liability presented in the “AFS MTM - U.S. GAAP Adjustment” line is offset by a $9.154 million tax benefit presented within the “Other permanent differences” line item, which line item is presented on
 a net basis, obscuring the presence of the $9.154 million tax benefit.  Rather than representing 18.3% of our tax provision in 2024 and increasing our effective tax rate by 5.3 percentage points, as the Staff’s comment notes, the $9.154 million
 reconciling item had no net effect on the effective rate, rate reconciliation, or reported provision for income taxes.

 In future filings, to clarify the matter, presentation of similar items within the Company’s effective tax rate reconciliation disclosure will be presented in a single line
 item, which will help avoid potential confusion regarding the temporary nature of these items. We believe this will more clearly present the tax accounting for changes in the fair value of these equity interests.

 Any questions or comments regarding the foregoing should be directed to the undersigned at (646) 346-6869.

 United States Securities and Exchange Commission
 Division of Corporation Finance
 May 13, 2025
 Page 3 of 3

 BGC GROUP, INC.

 By:   /s/ Jason W. Hauf
         Name: Jason W. Hauf
         Title:   Chief Financial Officer

 cc:

 Stephen M. Merkel, Esq. (BGC Group, Inc.)
 Jerry Gruner (Ernst & Young, LLP)
 Leland S. Benton, Esq. (Morgan, Lewis & Bockius LLP)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 30, 2025

Jason W. Hauf
Chief Financial Officer
BGC Group, Inc.
499 Park Avenue
New York, NY 10022

 Re: BGC Group, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-35591
Dear Jason W. Hauf:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe
our comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Notes to Consolidated Financial Statements
Note 20. Income Taxes, page 190

1. We note the $9,154,000 reconciling item in your rate reconciliation for
2024 at the
 bottom of page 191 attributed to "Available for sale securities
mark-to-market--U.S.
 GAAP Adjustment." We also note that this reconciling items represents
18.3% of
 your tax provision in 2024 and that it increases your effective tax rate
by 5.3
 percentage points. Please tell us the nature of this reconciling item
and explain why it
 impacts your rate reconciliation. In your response, specifically
explain:
 why you characterize the reconciling item as related to available
for sale securities
 when it appears from your Financial Instruments Owned, at Fair Value
policy
 note on page 146 that these investments are classified as trading
securities; and
 why the attributes of this reconciling item are apparently not
temporary
 differences that result in no net impact on your effective rate and
rate
 reconciliation.
 April 30, 2025
Page 2

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Rolf Sundwall at 202-551-3105 or Mark Brunhofer at
202-551-3638
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Howard Kenny
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

BGC
Group, Inc.

499
Park Avenue

New
York, New York 10022

August
21, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

 Attention: Aisha
                                            Adegbuyi

Office
of Finance

 Re: BGC
                                            Group, Inc. -- Registration Statement on Form S-4

(File
No. 333-281372) (the “Registration Statement”)

Dear
Ms. Adegbuyi:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, BGC Group, Inc., a Delaware corporation (the “Registrant”), hereby
requests acceleration of the effectiveness of the Registration Statement so that the Registration Statement becomes effective at 4:00
p.m., Eastern Time, on Friday, August 23, 2024, or as soon as practicable thereafter.

Please
contact Howard A. Kenny or Leland S. Benton of Morgan, Lewis & Bockius LLP at (212) 309-6843 or (202) 739-5091, respectively, or
howard.kenny@morganlewis.com or leland.benton@morganlewis.com, respectively, with any questions you may have concerning this request.  In
addition, please notify Mr. Kenny or Mr. Benton when this request for acceleration has been granted.

The
Registrant hereby authorizes Mr. Kenny or Mr. Benton to orally modify or withdraw this request for acceleration.

    BGC
    GROUP, Inc.

    By:
    /s/ Jason W. Hauf

    Name:
    Jason
    W. Hauf

    Title:
    Chief
    Financial Officer

 cc: Howard
A. Kenny, Esq. (Morgan, Lewis & Bockius LLP)

Leland
S. Benton, Esq. (Morgan, Lewis & Bockius LLP)

[Acceleration request for Form S-4 respecting Exchange
Offer of 6.600% Senior Notes due 2029]

August 20, 2024
Howard W. Lutnick
Chief Executive Officer
BGC Group, Inc.
499 Park Avenue
New York, NY 10022
Re:BGC Group, Inc.
Registration Statement on Form S-4
Filed August 8, 2024
File No. 333-281372
Dear Howard W. Lutnick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Aisha Adegbuyi at 202-551-8754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Howard A. Kenny, Esq

CORRESP
1
filename1.htm

BGC Group, Inc.

499 Park Avenue

New York, New York 10022

August 8, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

  Re:

  BGC
  Group, Inc.–Registration Statement on Form S-4

  (File No. 333-281372) (the “Registration Statement”)

Ladies and Gentlemen:

On August 8, 2024,
BGC Group, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the
“SEC”) the Registration Statement with respect to an offer to exchange (the “Exchange Offer”) up to
$500,000,000 aggregate principal amount of the Company’s outstanding 6.600% Senior Notes due 2029 (the “Old
Notes”) for an equal aggregate principal amount of the Company’s 6.600% Senior Notes due 2029 (the “Exchange
Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”).

The Company is registering the Exchange Notes in
reliance on the position of the staff of the SEC (the “Staff”) enunciated in Exxon Capital Holdings Corp., SEC no-action
letter (April 13, 1988) (the “Exxon Capital Letter”), Morgan, Stanley and Co. Inc., SEC no-action letter (June 5, 1991)
(the “Morgan Stanley Letter”), and Shearman & Sterling, SEC no-action letter (July 2, 1993) (the “Shearman
& Sterling Letter”). In connection therewith, the Company represents as follows:

 1. The Company has not entered into any arrangement or understanding with any person, including any broker-dealer holding Old Notes acquired
for its own account as a result of market-making activities or other trading activities, to distribute the Exchange Notes to be received
in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer
(i) is acquiring the Exchange Notes in the ordinary course of business, (ii) is not engaging in and does not intend to engage in a distribution
of the Exchange Notes, (iii) does not have an arrangement or understanding with any person or entity to participate in the distribution
of the Exchange Notes and (iv) is not an “affiliate” of the Company, as defined under Rule 405 under the Securities Act.

United States Securities and Exchange Commission

August 8, 2024

Page 2

 2. The Company will make each person participating in the Exchange Offer aware (through the prospectus included in the Registration Statement
(the “Exchange Offer Prospectus”)) that any holder of Exchange Notes using the Exchange Offer to participate in a distribution
of the Exchange Notes (i) cannot rely on the Staff’s position enunciated in the Exxon Capital Letter, the Morgan Stanley Letter
or similar letters and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in order to reoffer,
resell or otherwise transfer Exchange Notes. The Company acknowledges that any such reoffer, resale or transfer should be covered by an
effective registration statement containing (except in the case of broker-dealers reselling Exchange Notes in the situation described
in the succeeding paragraph) the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

 3. The Company will make each person participating in the Exchange Offer aware (through the Exchange Offer Prospectus or otherwise) that
(i) any broker-dealer that receives Exchange Notes for its own account in the Exchange Offer for Old Notes that were acquired by such
broker-dealer as a result of market-making or other trading activities, may be an “underwriter” within the meaning of the
Securities Act (as described in the Shearman & Sterling Letter) in connection with any resale of such Exchange Notes and (ii) by participating
in the Exchange Offer, any such broker-dealer represents that it will so deliver a prospectus meeting the requirements of the Securities
Act (which may be the prospectus for the Exchange Offer so long as it contains a plan of distribution with respect to such resale transactions,
which plan of distribution need not name the broker-dealer or disclose the amount of Exchanges Notes held thereby).

 4. The Company will include in the Exchange Offer Letter of Transmittal provisions to the effect that, by participating in the Exchange
Offer: (i) each exchange offeree that is not a broker-dealer will represent to the Company that it is not engaging in and does not intend
to engage in a distribution of the Exchange Notes and (ii) any exchange offeree that is a broker-dealer that receives Exchange Notes for
its own account in the Exchange Offer for Old Notes that were acquired by such broker-dealer as a result of market-making or other trading
activities will acknowledge that it will comply with the prospectus delivery requirements of the Securities Act in connection with any
offer to resell or other transfer of the Exchange Notes received in the Exchange Offer. The Exchange Offer Letter of Transmittal will
also include a statement to the effect that, by so acknowledging and delivering a prospectus, such broker-dealer will not be deemed to
admit that it is an “underwriter” within the meaning of the Securities Act.

United States Securities and Exchange Commission

August 8, 2024

Page 3

    Very truly yours,

    BGC GROUP, INC.

    By:
    /s/
    Jason W. Hauf

    Name:
    Jason W. Hauf

    Title:
    Chief Financial Officer

[Letter of Undertaking Related to Exchange Offer for 6.600% Senior
Notes due 2029]

CORRESP
1
filename1.htm

CORRESP

 September 20, 2023

VIA EDGAR

 Division of Corporation Finance

Office of Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attention:

 Aisha Adegbuyi

 Re:

 BGC Group, Inc.

 Registration Statement on Form S-4

 Filed September 6, 2023

 File No. 333-274356

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, BGC Group, Inc., a Delaware corporation (the “Registrant”),
hereby requests acceleration of effectiveness of its registration statement on Form S-4 (File No. 333-274356), as amended, to 4:00 p.m. Eastern Time
on September 22, 2023, or as soon as practicable thereafter.

 The Registrant hereby authorizes Leland Benton of Morgan,
Lewis & Bockius LLP to orally modify or withdraw this request for acceleration.

 Please contact Leland Benton of Morgan,
Lewis & Bockius LLP at (202) 739-5091 or leland.benton@morganlewis.com with any questions you may have concerning this request, and please notify him when this request for acceleration has been
granted.

 Sincerely,

BGC Group, Inc.

By:

 /s/ Jason W. Hauf

Name:

Jason W. Hauf

Title:

Chief Financial Officer

 cc: Leland Benton, Morgan, Lewis & Bockius LLP

CORRESP
1
filename1.htm

CORRESP

 September 19, 2023

VIA EDGAR

 Division of Corporation Finance

Office of Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-3628

Attention:

Aisha Adegbuyi

Re:

 BGC Group, Inc.

 Registration Statement on Form S-4

Filed September 6, 2023

File No. 333-274356

 Ladies and Gentlemen:

On September 6, 2023, we filed correspondence with the U.S. Securities and Exchange Commission via EDGAR requesting, pursuant to Rule 461
under the Securities Act of 1933, as amended, the acceleration of the effective date of our registration statement on Form S-4 (File No. 333-274356) (the
“Registration Statement”) so that it may be declared effective at 4:00 p.m., Eastern Time, on September 19, 2023, or as soon as practicable thereafter.

We are no longer requesting that such Registration Statement be declared effective at such date and time and we hereby formally withdraw such
request for acceleration.

 Please contact Leland Benton of Morgan, Lewis & Bockius LLP
at (202) 739-5091 or leland.benton@morganlewis.com with any questions you may have concerning this matter.

 Sincerely,

BGC Group, Inc.

By:

/s/ Jason W. Hauf

Name:

Jason W. Hauf

Title:

Chief Financial Officer

 cc: Leland Benton, Morgan, Lewis & Bockius LLP

United States securities and exchange commission logo
September 18, 2023
Howard Lutnick
Chairman of the Board & Chief Executive Officer
BGC Group, Inc.
499 Park Avenue
New York, New York 10022
Re:BGC Group, Inc.
Registration Statement on Form S-4
Filed September 6, 2023
File No. 333-274356
Dear Howard Lutnick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Aisha Adegbuyi at 202-551-8754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Leland S. Benton, Esq.

CORRESP
1
filename1.htm

CORRESP

 September 18, 2023

VIA EDGAR

 Division of Corporation Finance

Office of Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-3628

Attention:

Aisha Adegbuyi

Re:

BGC Group, Inc.

Registration Statement on Form S-4

Filed September 6, 2023

File No. 333-274356

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, BGC Group, Inc., a Delaware corporation (the “Registrant”),
hereby requests acceleration of effectiveness of its registration statement on Form S–4 (File No. 333-274356) to 4:00 p.m. Eastern Time on September 19, 2023, or as soon
as practicable thereafter.

 The Registrant hereby authorizes Leland Benton of Morgan, Lewis & Bockius LLP to orally modify or
withdraw this request for acceleration.

 Please contact Leland Benton of Morgan, Lewis & Bockius LLP at (202) 739-5091 or leland.benton@morganlewis.com with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted.

Sincerely,

BGC Group, Inc.

By:

 /s/ Jason W. Hauf

Name:

Jason W. Hauf

Title:

Chief Financial Officer

 cc: Leland Benton, Morgan, Lewis & Bockius LLP

CORRESP
1
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CORRESP

 BGC Partners, Inc.

499 Park Avenue

 New York, New York
10022

 July 29, 2022

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Tanya Aldave

Re:
 BGC Partners, Inc. — Registration Statement on Form S-3 (As
Amended)

 (File No. 333-253987) (the
“Registration
Statement”)

 Dear Ms. Aldave:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, BGC Partners, Inc. hereby requests acceleration of the effective date of the Registration Statement so that the Registration Statement becomes effective at 4:00 p.m., Eastern Time, on
August 3, 2022, or as soon as practicable thereafter.

 Please contact Leland S. Benton or Christopher T. Jensen of Morgan, Lewis & Bockius
LLP at (202) 739-5091 or (212) 309-6134, respectively, with any questions you may have concerning this request. In addition, please notify Mr. Benton or
Mr. Jensen when this request for acceleration has been granted.

BGC PARTNERS, INC.

By:

 /s/ Stephen M. Merkel

Name:

Stephen M. Merkel

Title:

Executive Vice President and General Counsel

cc:
 Leland S. Benton (Morgan, Lewis & Bockius LLP)

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

[Acceleration request for BGC Form S-3 respecting Controlled Equity OfferingSM]

United States securities and exchange commission logo
March 16, 2021
Howard W. Lutnick
Chief Executive Officer
BGC Partners, Inc.
499 Park Avenue
New York, NY 10022
Re:BGC Partners, Inc.
Registration Statement on Form S-3
Filed March 8, 2021
File No. 333-253987
Dear Mr. Lutnick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Christopher T. Jensen, Esq.

United States securities and exchange commission logo
October 26, 2020
Stephen Merkel
Executive Vice President and General Counsel
BGC Partners, Inc.
499 Park Avenue
New York, NY 10022
Re:BGC Partners, Inc.
Registration Statement on Form S-3
Filed October 20, 2020
File No. 333-249567
Dear Mr. Merkel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin at 202-551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

Acceleration Request

 BGC Partners, Inc.

499 Park Avenue

 New York, New York
10022

 October 26, 2020

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attention:    David Lin

Re:
 BGC Partners, Inc. — Registration Statement on Form S-3

 (File No. 333-249567) (the “Registration
Statement”)

 Dear Mr. Lin:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, BGC Partners, Inc. hereby requests acceleration of the effective date of
the Registration Statement so that the Registration Statement becomes effective at 4:00 p.m., Eastern Time, on October 28, 2020, or as soon as practicable thereafter.

Please contact Howard A. Kenny or Leland S. Benton of Morgan, Lewis & Bockius LLP at (212)
309-6843 or (202) 739-5091, respectively, with any questions you may have concerning this request. In addition, please notify Mr. Kenny or Mr. Benton when
this request for acceleration has been granted.

 BGC PARTNERS, INC.

By: /s/ Stephen M. Merkel

      Name: Stephen M. Merkel

      Title:   Executive Vice President and General Counsel

cc:
 Howard A. Kenny (Morgan, Lewis & Bockius LLP)

Leland S. Benton (Morgan, Lewis & Bockius LLP)

CORRESP
1
filename1.htm

CORRESP

 BGC Partners, Inc.

499 Park Avenue

 New York, New York
10022

 September 3, 2019

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attention:            John Stickel

Re:

BGC Partners, Inc. — Registration Statement on Form S-4

 (File No. 333-248472) (the “Registration Statement”)

 Dear Mr. Stickel:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, BGC Partners, Inc. hereby requests acceleration of the effective date of
the Registration Statement so that the Registration Statement becomes effective at 3:00 p.m., Eastern Time, on September 8, 2020, or as soon as practicable thereafter.

Please contact Jeffrey A. Letalien at (212) 309-6767 or Leland S. Benton at (202) 739-5091 of Morgan, Lewis & Bockius LLP with any questions you may have concerning this request. In addition, please notify Mr. Letalien or Mr. Benton when this request for acceleration has
been granted.

 BGC PARTNERS, INC.

By:

 /s/ Steven Bisgay

 Name:

Steven Bisgay

 Title:

Executive Vice President and Chief

Financial Officer

cc:

Jeffrey A. Letalien (Morgan, Lewis & Bockius LLP)

Leland S. Benton (Morgan, Lewis & Bockius LLP)

 [Acceleration request for Form S-4 respecting Exchange Offer of 4.375%
Senior Notes due 2025]

CORRESP
1
filename1.htm

CORRESP

 BGC Partners, Inc.

499 Park Avenue

 New York, New York
10022

 September 3, 2020

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

Re:

BGC Partners, Inc. — Registration Statement on Form S-4

 (File No. 333-248472) (the “Registration Statement”)

 Ladies and Gentlemen:

On August 28, 2020, BGC Partners, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange
Commission (the “SEC”) the Registration Statement with respect to an offer to exchange (the “Exchange Offer”) up to $300,000,000 aggregate principal amount of the Company’s outstanding 4.375% Senior Notes due 2025 (the
“Old Notes”) for an equal aggregate principal amount of the Company’s 4.375% Senior Notes due 2025 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities
Act”).

 The Company is registering the Exchange Notes in reliance on the position of the staff of the SEC (the “Staff”)
enunciated in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988) (the “Exxon Capital Letter”), Morgan, Stanley and Co. Inc., SEC
no-action letter (June 5, 1991) (the “Morgan Stanley Letter”) and Shearman & Sterling, SEC no-action letter (July 2, 1993) (the
“Shearman & Sterling Letter”). In connection therewith, the Company represents as follows:

1.
 The Company has not entered into any arrangement or understanding with any person, including any broker-dealer
holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief,
each person participating in the Exchange Offer (i) is acquiring the Exchange Notes in the ordinary course of business, (ii) is not engaging in and does not intend to engage in a distribution of the Exchange Notes, (iii) does not have
an arrangement or understanding with any person or entity to participate in the distribution of the Exchange Notes and (iv) is not an “affiliate” of the Company, as defined under Rule 405 under the Securities Act.

2.
 The Company will make each person participating in the Exchange Offer aware (through the prospectus included in
the Registration Statement (the “Exchange Offer Prospectus”))

 United States Securities and Exchange Commission

September 3, 2020

 Page 2

that any holder of Exchange Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) cannot rely on the Staff’s position enunciated in the Exxon Capital
Letter, the Morgan Stanley Letter or similar letters and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in order to reoffer, resell or otherwise transfer Exchange Notes. The Company
acknowledges that any such reoffer, resale or transfer should be covered by an effective registration statement containing (except in the case of broker-dealers reselling Exchange Notes in the situation described in the succeeding paragraph) the
selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

3.
 The Company will make each person participating in the Exchange Offer aware (through the Exchange Offer
Prospectus or otherwise) that (i) any broker-dealer that receives Exchange Notes for its own account in the Exchange Offer for Old Notes that were acquired by such broker-dealer as a result of market-making or other trading activities, may be
an “underwriter” within the meaning of the Securities Act (as described in the Shearman & Sterling Letter) in connection with any resale of such Exchange Notes and (ii) by participating in the Exchange Offer, any such
broker-dealer represents that it will so deliver a prospectus meeting the requirements of the Securities Act (which may be the prospectus for the Exchange Offer so long as it contains a plan of distribution with respect to such resale transactions,
which plan of distribution need not name the broker-dealer or disclose the amount of Exchanges Notes held thereby).

4.
 The Company will include in the Exchange Offer Letter of Transmittal provisions to the effect that, by
participating in the Exchange Offer: (i) each exchange offeree that is not a broker-dealer will represent to the Company that it is not engaging in and does not intend to engage in a distribution of the Exchange Notes and (ii) any exchange
offeree that is a broker-dealer that receives Exchange Notes for its own account in the Exchange Offer for Old Notes that were acquired by such broker-dealer as a result of market-making or other trading activities will acknowledge that it will
comply with the prospectus delivery requirements of the Securities Act in connection with any offer to resell or other transfer of the Exchange Notes received in the Exchange Offer. The Exchange Offer Letter of Transmittal will also include a
statement to the effect that, by so acknowledging and delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 United States Securities and Exchange Commission

September 3, 2020

 Page 3

 Very truly yours,

 BGC PARTNERS, INC.

By:

 /s/ Steven Bisgay

 Name:

Steven Bisgay

 Title:

Executive Vice President

 and Chief Financial

 Officer

 [Letter of Undertaking Related to Exchange Offer for 4.375% Senior Notes due 2025]

United States securities and exchange commission logo
September 2, 2020
Stephen Merkel
Executive Vice President and General Counsel
BGC Partners, Inc.
499 Park Avenue
New York, New York 10022
Re:BGC Partners, Inc.
Registration Statement on Form S-4
Filed August 28, 2020
File No. 333-248472
Dear Mr. Merkel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

October 22, 2019
Stephen M. Merkel
Executive Vice President and General Counsel
BGC Partners, Inc.
499 Park Avenue
New York, New York 10022
Re:BGC Partners, Inc.
Registration Statement on Form S-4
Fled October 11, 2019
File No. 333-234176
Dear Mr. Merkel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 BGC Partners, Inc.

499 Park Avenue

 New York, New York
10022

 October 22, 2019

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

Re:
 BGC Partners, Inc. — Registration Statement on Form S-4

 (File No. 333-234176) (the “Registration
Statement”)

Ladies and Gentlemen:

 On October 11,
2019, BGC Partners, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) the Registration Statement with respect to an offer to exchange (the “Exchange Offer”) up
to $300,000,000 aggregate principal amount of the Company’s outstanding 3.750% Senior Notes due 2024 (the “Old Notes”) for an equal aggregate principal amount of the Company’s 3.750% Senior Notes due 2024 (the “Exchange
Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”).

 The Company is
registering the Exchange Notes in reliance on the position of the staff of the SEC (the “Staff”) enunciated in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988) (the
“Exxon Capital Letter”), Morgan, Stanley and Co. Inc., SEC no-action letter (June 5, 1991) (the “Morgan Stanley Letter”) and Shearman & Sterling, SEC no-action letter (July 2, 1993) (the “Shearman & Sterling Letter”). In connection therewith, the Company represents as follows:

1.
 The Company has not entered into any arrangement or understanding with any person, including any broker-dealer
holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief,
each person participating in the Exchange Offer (i) is acquiring the Exchange Notes in the ordinary course of business, (ii) is not engaging in and does not intend to engage in a distribution of the Exchange Notes, (iii) does not have
an arrangement or understanding with any person or entity to participate in the distribution of the Exchange Notes and (iv) is not an “affiliate” of the Company, as defined under Rule 405 under the Securities Act.

 United States Securities and Exchange
Commission

 October 22, 2019

 Page 2

2.
 The Company will make each person participating in the Exchange Offer aware (through the prospectus included in
the Registration Statement (the “Exchange Offer Prospectus”)) that any holder of Exchange Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) cannot rely on the Staff’s position enunciated in
the Exxon Capital Letter, the Morgan Stanley Letter or similar letters and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in order to reoffer, resell or otherwise transfer Exchange Notes. The
Company acknowledges that any such reoffer, resale or transfer should be covered by an effective registration statement containing (except in the case of broker-dealers reselling Exchange Notes in the situation described in the succeeding paragraph)
the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

3.
 The Company will make each person participating in the Exchange Offer aware (through the Exchange Offer
Prospectus or otherwise) that (i) any broker-dealer that receives Exchange Notes for its own account in the Exchange Offer for Old Notes that were acquired by such broker-dealer as a result of market-making or other trading activities, may be
an “underwriter” within the meaning of the Securities Act (as described in the Shearman & Sterling Letter) in connection with any resale of such Exchange Notes and (ii) by participating in the Exchange Offer, any such
broker-dealer represents that it will so deliver a prospectus meeting the requirements of the Securities Act (which may be the prospectus for the Exchange Offer so long as it contains a plan of distribution with respect to such resale transactions,
which plan of distribution need not name the broker-dealer or disclose the amount of Exchanges Notes held thereby).

4.
 The Company will include in the Exchange Offer Letter of Transmittal provisions to the effect that, by
participating in the Exchange Offer: (i) each exchange offeree that is not a broker-dealer will represent to the Company that it is not engaging in and does not intend to engage in a distribution of the Exchange Notes and (ii) any exchange
offeree that is a broker-dealer that receives Exchange Notes for its own account in the Exchange Offer for Old Notes that were acquired by such broker-dealer as a result of market-making or other trading activities will acknowledge that it will
comply with the prospectus delivery requirements of the Securities Act in connection with any offer to resell or other transfer of the Exchange Notes received in the Exchange Offer. The Exchange Offer Letter of Transmittal will also include a
statement to the effect that, by so acknowledging and delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 United States Securities and Exchange
Commission

 October 22, 2019

 Page 3

 Very truly yours,

BGC PARTNERS, INC.

By: /s/ Stephen M. Merkel

      Name: Stephen M. Merkel

      Title:    Executive Vice President

                   and General
Counsel

 [Letter of Undertaking
Related to Exchange Offer for 3.750% Senior Notes due 2024]

CORRESP
1
filename1.htm

CORRESP

 BGC Partners, Inc.

499 Park Avenue

 New York, New York
10022

 October 22, 2019

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attention:                Jessica Livingston

Re:
 BGC Partners, Inc. — Registration Statement on Form S-4

 (File No. 333-234176) (the “Registration
Statement”)

Dear Ms. Livingston:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, BGC Partners, Inc. hereby requests acceleration of the effective date of the Registration Statement so that the Registration Statement becomes effective at 3:00 p.m., Eastern Time, on October 24,
2019, or as soon as practicable thereafter.

 Please contact Jeffrey A. Letalien or David Bionghi of Morgan, Lewis & Bockius LLP
at (212) 309-6767 or (212) 309-6138, respectively, with any questions you may have concerning this request. In addition, please notify Mr. Letalien or
Mr. Bionghi when this request for acceleration has been granted.

 BGC PARTNERS, INC.

By: /s/ Stephen M.
Merkel

       Name: Stephen M. Merkel

      Title:   Executive Vice President and General

                  Counsel

cc:
 Jeffrey A. Letalien (Morgan, Lewis & Bockius LLP)

 David Bionghi (Morgan, Lewis & Bockius LLP)

CORRESP
1
filename1.htm

CORRESP

 BGC Partners, Inc.

499 Park Avenue

 New York, New York
10022

 October 1, 2019

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attention:    Folake Ayoola

Office of Real Estate and Commodities

Re:
 BGC Partners, Inc. — Registration Statement on Form S-4

 (File No. 333-233761) (the “Registration
Statement”)

 Dear Ms. Ayoola:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, BGC Partners, Inc. hereby requests acceleration of the effective date of the
Registration Statement so that the Registration Statement becomes effective at 3:00 p.m., Eastern Time, on October 3, 2019, or as soon as practicable thereafter.

Please contact Christopher T. Jensen of Morgan, Lewis & Bockius LLP at (212) 309-6134 with
any questions you may have concerning this request. In addition, please notify Mr. Jensen when this request for acceleration has been granted.

BGC PARTNERS, INC.

By:

 /s/ Stephen M. Merkel

Name: Stephen M. Merkel

Title: Executive Vice President and General Counsel

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

September 18, 2019
Stephen Merkel
Executive Vice President and General Counsel
BGC Partners, Inc.
499 Park Avenue
New York, New York 10022
Re:BGC Partners, Inc.
Registration Statement on Form S-4
Filed September 13, 2019
File No. 333-233761
Dear Mr. Merkel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Folake Ayoola, Senior Counsel, at 202-551-3673 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities
cc:       Christopher Jensen

CORRESP
1
filename1.htm

Acceleration Request

 BGC Partners, Inc.

499 Park Avenue

 New York, New York
10022

 August 8, 2018

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

Attention:
 Erin E. Martin

Legal Branch Chief

Re:
 BGC Partners, Inc.–Registration Statement on Form S-4

(File No. 333-226445) (the “Registration
Statement”)

 Dear Ms. Martin:

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 above referenced Registration Statement so that the Registration Statement becomes effective at 3:00 p.m., Eastern Time, on August 10, 2018, or as soon as practicable thereafter.

Please contact Howard A. Kenny of Morgan, Lewis & Bockius LLP at (212) 309-6843 with any questions you may have concerning this
request. In addition, please notify Mr. Kenny when this request for acceleration has been granted.

BGC PARTNERS, INC.

By:

/s/ Stephen M. Merkel

 Name:  Stephen M. Merkel

Title:   Executive Vice President, General Counsel and Secretary

cc:
 Howard A. Kenny, Esq. (Morgan, Lewis & Bockius LLP)

[Acceleration request for Form S-4 respecting Exchange Offer of 5.375% Senior Notes due 2023]

Mail Stop 3233
August 7, 2018

Via E -mail
Stephen M. Merkel
General Counsel and Secretary
BGC Partners, Inc.
499 Park Avenue
New York, New York 10022

Re: BGC Partners, Inc.
  Registration Statement on Form S-4
Filed  July 31, 2018
  File No.  333-226445

Dear Mr. Merkel :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Rahul K. Patel at (202) 551 -3799  with any questions.

Sincerely,

 /s/ Erin E. Martin

 Erin E. Martin
Legal Branch Chief
Office of Real Estate and
Commodities

cc: Howard A. Kenny

CORRESP
1
filename1.htm

CORRESP

 BGC Partners, Inc.

499 Park Avenue

 New York, New York
10022

 August 2, 2018

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

Re:
BGC Partners, Inc.–Registration Statement on Form S-4

 (File No. 333-226445)
(the “Registration Statement”)

 Ladies
and Gentlemen:

 On July 31, 2018, BGC Partners, Inc., a Delaware corporation (the “Company”), filed with the Securities and
Exchange Commission (the “SEC”) the Registration Statement with respect to an offer to exchange (the “Exchange Offer”) up to $450,000,000 aggregate principal amount of the Company’s outstanding 5.375% Senior Notes due 2023
(the “Old Notes”) for an equal aggregate principal amount of the Company’s 5.375% Senior Notes due 2023 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities
Act”).

 The Company is registering the Exchange Notes in reliance on the position of the staff of the SEC (the “Staff”)
enunciated in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988) (the “Exxon Capital Letter”), Morgan, Stanley and Co. Inc., SEC no-action letter (June 5, 1991) (the “Morgan Stanley Letter”) and
interpretive letters to similar effect, and in reliance on the Staff’s position enunciated in Shearman & Sterling, SEC no-action letter (July 2, 1993) (the “Shearman & Sterling Letter”). In connection therewith, the
Company represents as follows:

1.
The Company has not entered into any arrangement or understanding with any person, including any broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading
activities, to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer (i) is acquiring the Exchange Notes in the ordinary
course of business, (ii) is not engaging in and does not intend to engage in a distribution of the Exchange Notes, (iii) does not have an arrangement or understanding with any person or entity to participate in the distribution of the Exchange Notes
and (iv) is not an “affiliate” of the Company, as defined under Rule 405 under the Securities Act.

 United States Securities and Exchange
Commission

 August 2, 2018

 Page 2

2.
The Company will make each person participating in the Exchange Offer aware (through the prospectus included in the Registration Statement (the “Exchange Offer Prospectus”) or otherwise) that any holder
of Exchange Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) cannot rely on the Staff’s position enunciated in the Exxon Capital Letter, the Morgan Stanley Letter or similar letters and (ii) must comply
with the registration and prospectus delivery requirements of the Securities Act in order to reoffer, resell or otherwise transfer Exchange Notes. The Company acknowledges that any such reoffer, resale or transfer should be covered by an effective
registration statement containing (except in the case of broker-dealers reselling Exchange Notes in the situation described in the succeeding paragraph) the selling securityholder information required by Item 507 of Regulation S-K under the
Securities Act.

3.
The Company will make each person participating in the Exchange Offer aware (through the Exchange Offer Prospectus or otherwise) that (i) any broker-dealer that receives Exchange Notes for its own account in the
Exchange Offer for Old Notes that were acquired by such broker-dealer as a result of market-making or other trading activities, may be an “underwriter” within the meaning of the Securities Act (as described in the Shearman & Sterling
Letter) in connection with any resale of such Exchange Notes and (ii) by executing the Exchange Offer Transmittal Letter (the “Transmittal Letter”) or otherwise participating in the Exchange Offer, any such broker-dealer represents that it
will so deliver a prospectus meeting the requirements of the Securities Act (which may be the prospectus for the Exchange Offer so long as it contains a plan of distribution with respect to such resale transactions, which plan of distribution need
not name the broker-dealer or disclose the amount of Exchanges Notes held thereby).

4.
The Company will include in the Transmittal Letter provisions to the effect that, by accepting the Exchange Offer: (i) each exchange offeree that is not a broker-dealer will represent to the Company that it is not
engaging in and does not intend to engage in a distribution of the Exchange Notes and (ii) any exchange offeree that is a broker-dealer that receives Exchange Notes for its own account in the Exchange Offer for Old Notes that were acquired by such
broker-dealer as a result of market-making or other trading activities will acknowledge that it will comply with the prospectus delivery requirements of the Securities Act in connection with any offer to resell or other transfer of the Exchange
Notes received in the Exchange Offer. The Transmittal Letter will also include a statement to the effect that, by so acknowledging and delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.

 United States Securities and Exchange
Commission

 August 2, 2018

 Page 3

 Very truly yours,

BGC PARTNERS, INC.

By:

 /s/ Stephen M. Merkel

 Name:  Stephen M. Merkel

Title:   Executive Vice President, General Counsel and Secretary

 [Letter of Undertaking Related to Exchange Offer for 5.375% Senior Notes
due 2023]

CORRESP
1
filename1.htm

Correspondence

 BGC Partners, Inc.

499 Park Avenue

 New York, New York
10022

 September 9, 2016

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

Re:
BGC Partners, Inc.–Registration Statement on Form S-4

 (File No. 333-213163)
(the “Registration Statement”)

 Ladies
and Gentlemen:

 On August 16, 2016, BGC Partners, Inc., a Delaware corporation (the “Company”), filed with the Securities and
Exchange Commission (the “SEC”) the Registration Statement with respect to an offer to exchange (the “Exchange Offer”) up to $285,000,000 aggregate principal amount of the Company’s outstanding 5.125% Senior Notes due 2021
(the “Old Notes”) for an equal aggregate principal amount of the Company’s 5.125% Senior Notes due 2021 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities
Act”).

 The Company is registering the Exchange Notes in reliance on the position of the staff of the SEC (the “Staff”)
enunciated in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988) (the “Exxon Capital Letter”), Morgan, Stanley and Co. Inc., SEC no-action letter (June 5, 1991) (the “Morgan Stanley Letter”) and
interpretive letters to similar effect, and in reliance on the Staff’s position enunciated in Shearman & Sterling, SEC no-action letter (July 2, 1993) (the “Shearman & Sterling Letter”). In connection therewith, the
Company represents as follows:

1.
The Company has not entered into any arrangement or understanding with any person, including any broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading
activities, to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer (i) is acquiring the Exchange Notes in the ordinary
course of business, (ii) is not engaging in and does not intend to engage in a distribution of the Exchange Notes, (iii) does not have an arrangement or understanding with any person or entity to participate in the distribution of the Exchange Notes
and (iv) is not an “affiliate” of the Company, as defined under Rule 405 under the Securities Act.

 United States Securities and Exchange
Commission

 September 9, 2016

 Page 2

2.
The Company will make each person participating in the Exchange Offer aware (through the prospectus included in the Registration Statement (the “Exchange Offer Prospectus”) or otherwise) that any holder
of Exchange Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) cannot rely on the Staff’s position enunciated in the Exxon Capital Letter, the Morgan Stanley Letter or similar letters and (ii) must comply
with the registration and prospectus delivery requirements of the Securities Act in order to reoffer, resell or otherwise transfer Exchange Notes. The Company acknowledges that any such reoffer, resale or transfer should be covered by an effective
registration statement containing (except in the case of broker-dealers reselling Exchange Notes in the situation described in the succeeding paragraph) the selling securityholder information required by Item 507 of Regulation S-K under the
Securities Act.

3.
The Company will make each person participating in the Exchange Offer aware (through the Exchange Offer Prospectus or otherwise) that (i) any broker-dealer that receives Exchange Notes for its own account in the
Exchange Offer for Old Notes that were acquired by such broker-dealer as a result of market-making or other trading activities, may be an “underwriter” within the meaning of the Securities Act (as described in the Shearman & Sterling
Letter) in connection with any resale of such Exchange Notes and (ii) by executing the Exchange Offer Transmittal Letter (the “Transmittal Letter”) or otherwise participating in the Exchange Offer, any such broker-dealer represents that it
will so deliver a prospectus meeting the requirements of the Securities Act (which may be the prospectus for the Exchange Offer so long as it contains a plan of distribution with respect to such resale transactions, which plan of distribution need
not name the broker-dealer or disclose the amount of Exchanges Notes held thereby).

4.
The Company will include in the Transmittal Letter provisions to the effect that, by accepting the Exchange Offer: (i) each exchange offeree that is not a broker-dealer will represent to the Company that it is not
engaging in and does not intend to engage in a distribution of the Exchange Notes and (ii) any exchange offeree that is a broker-dealer that receives Exchange Notes for its own account in the Exchange Offer for Old Notes that were acquired by such
broker-dealer as a result of market-making or other trading activities will acknowledge that it will comply with the prospectus delivery requirements of the Securities Act in connection with any offer to resell or other transfer of the Exchange
Notes received in the Exchange Offer. The Transmittal Letter will also include a statement to the effect that, by so acknowledging and delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.

 United States Securities and Exchange
Commission

 September 9, 2016

 Page 3

 Very truly yours,

BGC PARTNERS, INC.

By:

/s/ Stephen M. Merkel

 Name:  Stephen M. Merkel

Title:    Executive Vice President, General Counsel and Secretary

 [Letter of Undertaking Related to Exchange Offer for 5.125% Senior Notes
due 2021]

CORRESP
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Acceleration Request

 BGC Partners, Inc.

499 Park Avenue

 New York, New York
10022

 September 9, 2016

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

Attention:
Stacie D. Gorman

 Senior Counsel

Re:
BGC Partners, Inc.–Registration Statement on Form S-4

 (File No. 333-213163)
(the “Registration Statement”)

 Dear Mr. Kluck:

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 above referenced Registration Statement so that the Registration Statement becomes effective at 3:00 p.m., Eastern Time, on September 13, 2016, 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 staff comments and 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
contact Howard A. Kenny of Morgan, Lewis & Bockius LLP at (212) 309-6843 with any questions you may have concerning this request. In addition, please notify Mr. Kenny when this request for acceleration has been granted.

BGC PARTNERS, INC.

By:

/s/ Stephen M. Merkel

 Name:  Stephen M. Merkel

Title:    Executive Vice President, General Counsel and Secretary

cc:
Howard A. Kenny, Esq. (Morgan, Lewis & Bockius LLP)

 [Acceleration request for Form S-4
respecting Exchange Offer of 5.125% Senior Notes due 2021]

Mail Stop 3233
August 30, 2016

Via E -mail
Caroline A. Koster , Esq.
Vice President and Assistant General Counsel
BGC Partners, Inc.
499 Park Avenue
New York, New York 10022

Re: BGC Partners Inc.
  Registration Statement on Form S-4
Filed  August 16 , 2016
  File No.  333-213163

Dear Ms. Koster :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h 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 th e filing; and

 the company may not assert staff comments and 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.

Caroline A. Koster , Esq.
BGC Partners, Inc.
August 30 , 2016
Page 2

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact me at (202)551 -3585 with any questions.

Sincerely,

 /s/ Stacie D. Gorman

 Stacie D. Gorman
Senior Counsel
Office of Real Estate and
Commodities

cc: Howard A. Kenny , Esq. (via e -mail)

Mailstop 3233

September 22, 2015

Via E -Mail
Anthony Graham Sadler
Chief Financial Officer
BGC Partners, Inc.
499 Park Avenue
New York, NY 10022

Re: BGC Partners, Inc.
 Form 10-K for  the fiscal year ended December 31, 2014
Filed March 2, 2015
File No. 1 -35591

Dear Mr. Sadler :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Assistant Chief  Accountant
Office of Real Estate and
Commodities

CORRESP
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SEC Response Letter

 BGC Partners, Inc.

499 Park Avenue

 New
York, NY 10022

 August 27, 2015

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington D.C. 20549

Attention:
Jennifer Monick

Staff Accountant

Re:
BGC Partners, Inc.

Form 10-K For the Fiscal Year Ended December 31, 2014

Filed March 2, 2015

File No. 1-35591

 Dear Ms. Monick:

On behalf of BGC Partners, Inc. (the “Company”), we are writing in response to your comment letter, dated July 29, 2015,
relating to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed on March 2, 2015 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed on May 11, 2015.

For your convenience, the Company has repeated your comments in full, and the Company’s responses are consistent with the numbering of
the comments and headings used in your letter.

 The Company is requesting confidential treatment of the redacted portions of this letter
(indicated by asterisks [***]) in a separate letter to you, with a copy provided to the Office of Freedom of Information and Privacy Act Operations.

Form 10-K for the fiscal year ended December 31, 2014

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

Foreign Currency Risk, page 125

1.
Please tell us what consideration you gave to providing a sensitivity analysis for each currency (e.g., British Pounds and Euro) that may have an individually significant impact on future earnings.

 United States Securities and Exchange Commission

Division of Corporation Finance

 August 27, 2015

Page
2
 of 7

 Response #1

In consideration of your comments received on July 29, 2015, we advise the Staff that, in future filings, we will enhance our disclosure related to foreign currency risk to discuss the effects of exchange rates on
our results of operations. The following represents our proposed enhanced disclosure, using the six months ended June 30, 2015 for illustrative purposes:

Foreign Currency Risk

BGC Partners is exposed to risks associated with changes in foreign exchange rates. Changes in foreign exchange rates create
volatility in the U.S. Dollar equivalent of the Company’s revenues and expenses. In addition, changes in the remeasurement of BGC Partners’ foreign currency denominated financial assets and liabilities are recorded as part of its
results of operations and fluctuate with changes in foreign currency rates. BGC monitors the net exposure in foreign currencies on a daily basis and hedges its exposure as deemed appropriate with highly rated major financial institutions.

The majority of the Company’s foreign currency exposure is related to the U.S. Dollar versus the British Pound and
the Euro. While our international results of operations, as measured in U.S. Dollars, are subject to foreign exchange fluctuations, we do not consider the related risk to be material to our results of operations. For the financial assets and
liabilities denominated in the British Pound and Euro, including foreign currency hedge positions related to these currencies, we evaluated the effects of a 10% shift in exchange rates between those currencies and the U.S. Dollar, holding all
other assumptions constant. The analysis identified the worst case scenario as the Euro strengthening against the U.S. Dollar and the British Pound weakening against the U.S. Dollar. If as of June 30, 2015 the Euro had strengthened against
the U.S. Dollar by 10% and the British Pound had weakened against the U.S. Dollar by 10%, the currency movements would have had an aggregate negative impact on our net income of approximately $1.4 million.

20. Commitments, Contingencies and Guarantees

Employment, Competitor-Related and Other Litigation, page 168

2.
 We note that on January 13, 2015 you agreed to a settlement with Tullet Prebon plc wherein you paid $100 million in aggregate to resolve all ten
outstanding lawsuits. With respect to the settlement, please tell us how you have complied with ASC 450-20 in periodic filings prior to your Form 10-K for the fiscal year ended December 31, 2014. Specifically, tell us when the loss met the
probable and reasonably estimable criteria described in paragraph 2 of ASC 450-20-25. Additionally, tell us how you determined that the loss contingency was not at least reasonably

 United States Securities and Exchange Commission

Division of Corporation Finance

 August 27, 2015

Page 3 of 7

possible and that it was not necessary to disclose an estimate of the possible loss or range of loss in prior periodic filings in accordance with paragraph 4 of ASC 450-20-50. Your response
should include, but not be limited to, a discussion of the exact timeline of this settlement and the dates of your prior periodic filings.

Response #2

 In preparing its
quarterly financial statements, the Company evaluates each litigation, regulatory matter or other contingency to determine whether or not it is probable, reasonably possible or remote that a liability has been incurred, and, if it is probable,
whether a loss or range of loss can reasonably be estimated, under the provisions of ASC 450-20-50. Reserves are established or adjusted and further disclosure and estimates of potential loss are provided as information becomes available.

The Company’s policy is to include specific disclosure in notes to its financial statements about a litigation or regulatory matter if
there is at least a reasonable possibility that a material loss will be incurred. Consistent with ASC 450-20-50, the Company includes information about the nature of the matter and either an estimate of the potential loss or range of loss or, in the
event a reasonable estimate cannot be made, a statement that the Company is unable to estimate its potential liability or range of potential liability.

As described below, the Company disclosed and updated the disclosure related to the disputes with Tullett, a competitor of the Company, in the
Company’s periodic filings and recorded liabilities when potential losses became probable and reasonably estimable.

 United States Securities and Exchange Commission

Division of Corporation Finance

 August 27, 2015

Page
4
 of 7

 As detailed on the enclosed timeline, the Company established reserves with respect to
potential liabilities related to the Tullett disputes in the applicable quarters which the Company believed were appropriate in light of the information available at the time. The Company reviewed these reserves on a quarterly basis throughout 2014.
In its periodic disclosures, the Company disclosed the amounts claimed in the Tullett matters and stated that it was unable to estimate a possible loss or range of loss in connection with specific matters beyond the current accrual and any other
amounts disclosed. It further noted in such filings that Company management believed that, based on then-currently available information, the final outcome of the pending Tullett disputes would not have a material adverse effect on the
Company’s consolidated financial statements and disclosures taken as a whole. The Company recorded liabilities in the appropriate periods when potential losses became probable and reasonably estimable. It was not until the Company reached the
final settlement with Tullett on January 13, 2015 that the Tullett disputes were settled and the full amount of the loss was determined.

Separate from the disputes with Tullett, the Company had commenced a tender offer to acquire all of the outstanding common stock of another of
its competitors, GFI Group Inc. (“GFI”), on October 22, 2014. In late December 2014 and early January 2015, the Company was aware of news reports and market intelligence regarding potential broker departures at GFI and potential
broker hiring by other industry competitors of the Company and GFI, including Tullett. At the same time, management of the Company understood that GFI was contemplating a potential settlement agreement regarding claims with another competitor that
would include various non-solicitation or non-hire provisions related to GFI’s brokers. In addition, an adverse judgment well in excess of the ultimate settlement amount, even if it were reversed on appeal (however probable), might have
affected the Company’s ability to complete the GFI tender offer (which management believed was becoming more likely). Further, a non-hire provision including GFI employees in a potential settlement became more useful to the Company in light of
the GFI tender offer. These factors contributed to management’s decision to settle all of the pending Tullett matters. A proposed Tullett settlement would resolve all ten matters, including the pending arbitrations and smaller state court
matters brought against individual managers and brokers, and contain a non-hire provision that would benefit the Company.

 In light of the
facts and circumstances, both in the Tullett matters and separately relating to the GFI tender offer, on January 13, 2015 the Company entered into a settlement agreement with Tullett to resolve all of the ten disputes. The settlement agreement
contained a one-year non-hire provision in which the Company and Tullett agreed not to hire the senior employees, including desk heads, of the other party and its subsidiaries. The non-hire provision specifically included employees of GFI in the
event that the Company closed on its proposed acquisition of GFI.

 United States Securities and Exchange Commission

Division of Corporation Finance

 August 27, 2015

Page
5
 of 7

 Following the Tullett settlement, since the amount of the loss was finally and fully
determined prior to the Company issuing its Form 10-K for the year ended 2014, in that Form 10-K the Company disclosed the $100 million settlement amount and the fact that, as of December 31, 2014, the Company had accrued the settlement amount
and all related expenses in accordance with GAAP. On February 19, 2015, the Company entered into a tender offer agreement with GFI and closed on its acquisition of majority control of GFI on February 26, 2015.

We have attached as Exhibit A to this letter an exact timeline of the filing dates of the Company’s Form 10-Qs for 2014 and the
events surrounding the Tullett disputes and GFI tender offer.

 Form 10-Q for the quarterly period ended March 31, 2015

Notes to Condensed Consolidated Financial Statements

4. Acquisitions, page 16

3.
We note that you have recorded an intangible asset not subject to amortization in connection with the acquisition of GFI. Please tell us more about the trade name and the factors you considered in determining that it
has an indefinite life. In this regard, please tell us how you determined there are no legal, regulatory, contractual, competitive, economic, or other factors that limit the useful life of the trade name. See ASC 350-30-35-1 through -5.

 Response #3

 We
advise the Staff that the intangible asset not subject to amortization primarily consists of the trade name, GFI Group Inc. As noted in ASC 350-30-35-4, if no legal, regulatory, contractual, competitive, economic, or other factors limit the useful
life of an intangible asset to the reporting entity, the useful life of the asset shall be considered to be indefinite. ASC 350-30-35-4 further states that the useful life of an intangible asset is indefinite if that life extends beyond the
foreseeable horizon – that is, there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the reporting entity. GFI has built a strong reputation as a leading intermediary and provider of
trading technologies and support services to the global over-the-counter and listed markets, and provides brokerage and trade execution services to institutional customers in markets for a range of fixed income, financial, equity and commodity
instruments. The GFI trade name, which was established in 1987, is very well recognized in the industry and clearly adds value to the Company’s wholesale brokerage business.

 United States Securities and Exchange Commission

Division of Corporation Finance

 August 27, 2015

Page
6
 of 7

As previously announced and disclosed in our prior filings, GFI is expected to remain a separately branded division of the Company for the foreseeable future. We further advise the Staff that we
have not identified any legal, regulatory or contractual limitations related to the trade name, GFI. GFI, in common with BGCP and the industry in general, has recovered from several economic downturns since GFI’s inception, which we believe is
a strong indicator that there are no foreseeable competitive, economic or other factors that would limit the useful life of the name. Based on these factors, we have concluded that there is no foreseeable limit on the period of time over which the
trade name is expected to contribute to our cash flows and have concluded that it has an indefinite life.

 20. Income Taxes, page 42

4.
Please tell us how you complied with paragraph 2 of ASC 740-30-50, or tell us how you determined it was not necessary to disclose the amount of additional tax that may be payable in the event that your undistributed
foreign pre-tax earnings are repatriated.

 Response #4

In consideration of your comment received July 29, 2015, we added the following disclosure to the note “20. Income Taxes” in our
fiscal year 2015 second quarter Form 10-Q filed August 10, 2015, and will include similar disclosure, as appropriate, in future filings:

As of June 30, 2015, the Company had $287.7 million of undistributed foreign pre-tax earnings; it is our intention to permanently reinvest
them in the Company’s foreign operations. It is not practicable to determine the amount of additional tax that may be payable in the event these earnings are repatriated due to the fluctuation of the relative ownership percentages of the
foreign subsidiaries between the Company and BGC Holdings, L.P.

 Item 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations

 Liquidity Analysis, page 67

5.
Please provide liquidity disclosures to discuss the potential tax impact associated with the repatriation of undistributed earnings of foreign subsidiaries in future periodic filings. In this regard, please disclose the
amount of cash that is currently held by your foreign subsidiaries and disclose the impact of repatriating the undistributed earnings of foreign subsidiaries. Please provide us with the disclosure you intend to include in future periodic filings.
Please refer to Item 303(A)(1) of Regulation S-K and Section IV of our Release 33-8350.

 United States Securities and Exchange Commission

Division of Corporation Finance

 August 27, 2015

Page
7
 of 7

 Response #5

In consideration of your comment received on July 29, 2015, we advise the Staff that, in future filings, we will include disclosures
regarding the potential tax impact associated with the repatriation of undistributed earnings of foreign subsidiaries in our Liquidity Analysis. The following represents our proposed disclosure, using June 30, 2015 for illustrative purposes:

 As of June 30, 2015, the Company had $364.0 million of cash and cash equivalents, and included in this amount was $204.6 million
of cash and cash equivalents held by foreign subsidiaries. In addition, it is our intention to permanently reinvest undistributed foreign pre-tax earnings in the Company’s foreign operations. It is not practicable to determine the amount of
additional tax that may be payable in the event these earnings are repatriated due to the fluctuation of the relative ownership percentages of the foreign subsidiaries between the Company and BGC Holdings, L.P.

* * * *

 The Company hereby
acknowledges that (1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (2) Staff comments or changes to disclosu

July 29, 2015

Via U.S. Mail
Anthony Graham Sadler
Chief Financial Officer
BGC Partners, Inc.
499 Park Avenue
New York, NY 10022

Re: BGC Partners, Inc.
 Form 10-K for the fiscal year ended December 31, 2014
Filed March 2, 2015
File No. 1 -35591

Dear Mr. Sadler :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the fiscal year ended December 31, 2014

Item 7A. Quantitati ve and Qualitative Disclosure About Market Risk

Foreign Currency Risk, page 125
1. Please tell us what consideration you gave to providing a sensitivity analysis for each
currency (e.g., British Pounds and Euro) that may have an individually significant impa ct
on future earnings.

20. Commitments, Contingencies and Guarantees

Employment, Competitor -Related and Other Litigation, page 168
2. We note that on January 13, 2015 you agreed to a settlement with Tullett Prebon  plc
wherein you paid $100 million in aggregate to resolve all ten outstanding lawsuits.  With
respect to the settlement, please tell us how you have complied with ASC 450 -20 in

Anthony Graham Sadler
BGC Partners, Inc.
July 29, 2015
Page 2

 periodic filings prior to your Form 10 -K for the fiscal year ended December 31 , 2014.
Specifically, tell us when the loss met the probable and reasonably estimable criteria
described in paragraph 2 of ASC 450 -20-25.  Additionally, tell us how you determined
that the loss contingency was not at least reasonably possible and that it was not
necessary to disclose an estimate of the possible loss or range of loss in prior periodic
filings in accordance with paragraph 4 of ASC 450 -20-50.  Your response should include,
but not be limited to, a discussion of the exact timeline of this sett lement and the dates of
your prior periodic filings.

Form 10 -Q for the quarterly period ended March 31, 2015

Notes to Condensed Consolidated Financial Statements

4. Acquisitions, page 16
3. We note that you have recorded an intangible asset not subject to amortization in
connect ion with the acquisition of GFI .  Please tell us more about the trade name and the
factors you considered in determining that it has an indefinite life.  In this regard, please
tell us how you determined there are no legal, regulator y, contractual, competitive,
economic, or other factors that limit the useful life of the trade name. See ASC 350 -30-
35-1 through -5.

20. Income Taxes, page 42
4. Please tell us how you complied with paragraph 2 of ASC 740 -30-50, or tell us how you
determine d it was not necessary to disclose the amount of additional tax that may be
payable in the event that your undistributed foreign pre -tax earnings are repatriated.

Item 2. Management’s Discussion and Analysis of Financial Condition an d Results of
Operati ons

Liquidity Analysis, page 67
5. Please provide liquidity disclosures to discuss the potential tax impact associated with the
repatriation of undistributed earnings of foreign subsidiaries in future periodic filings.  In
this regard, please disclose the am ount of cash that is currently held by your foreign
subsidiaries and disclose the impact of repatriating the undistributed earnings of foreign
subsidiaries.  Please provide us with the disclosure you intend to include in future
periodic filings.  Please re fer to Item 303(A)(1) of Regulation S -K and Section IV of our
Release 33 -8350.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exch ange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Anthony Graham Sadler
BGC Partners, Inc.
July 29, 2015
Page 3

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to sta ff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Mark Rakip, Staff Accountant at 202.551.3573 or the undersigned at
202.551.3295 with any questions.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Staff Accountant

CORRESP
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filename1.htm

Correspondence

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

February 26, 2015

 VIA EDGAR

 David L. Orlic, Esq.

Special Counsel, Office of Mergers and Acquisitions

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C.    20549

Re:
GFI Group Inc.

Amendment No. 18 to Schedule TO-T filed by BGC Partners, L.P. and BGC Partners, Inc.

Filed February 24, 2015

File
No. 005-80318

Dear Mr. Orlic:

 On behalf of our clients,
BGC Partners, Inc. and BGC Partners, L.P. (collectively, the “Company”), we are providing the Company’s responses to the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) set forth in your letter, dated February 25, 2015, with respect to Amendment No. 18 to the Tender Offer Statement on Schedule TO (the “Schedule TO”)
referenced above.

 For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by the
Company’s response. Terms not otherwise defined in this letter shall have the meanings set forth in the Schedule TO.

 Directors, page 28

1.
Regarding the response to prior comment 1, we note that Section 14(f) and Rule 14f-1 each require that specified information be filed with the Commission and transmitted to holders of record. Please provide a
further analysis supporting the position that a filing alone is sufficient, or confirm that the BGC designees to the GFI board of directors will not take office until 10 days following such transmission.

Response: In response to the Staff’s comment, the Company respectfully submits that the specified information required under
Section 14(f) and Rule 14f-1 has been “transmitted” to the holders of record on February 10, 2015, in compliance with Section 14(f) and Rule 14f-1. There are three reasons for this:

 David L. Orlic, Esq.

U.S. Securities and Exchange Commission

 February 26, 2015

Page 2

 First, the information was not merely
filed by GFI on EDGAR with the SEC, but instead it was also filed by BGC as part of its tender offer document and therefore transmitted to the securityholders of GFI. As with other changes to the tender offer document, BGC has filed such
changes by virtue of filing amendments to its Schedule TO, and the information required under Section 14(f) and Rule 14f-1 was similarly filed by virtue of an amendment to the Schedule TO. Such changes to the Schedule TO are treated as
being disseminated to security holders in a manner reasonably designed to inform security holders of such change. See Rule 14d-4(d). In sum, there is more here than just a filing with the SEC by GFI of the information; there is also a
transmission of such information by BGC through a means that all other information was transmitted to the GFI stockholders – through the Schedule TO. BGC has on numerous occasions through press releases informed the securityholders of GFI
to read the Schedule TO, and filings on such Schedule TO should be treated as a “transmission” to such securityholders.

 Second,
the information was transmitted to securityholders through both BGC’s and GFI’s websites on February 10, 2015. On such date, the 14(f) information appeared on both the websites of BGC and GFI, and this posting should constitute a
“transmission” to GFI’s securityholders.

 Third, as with the rest of the tender offer document, the Company has engaged
Innisfree as information agent and has “furnished with reasonable promptness the bidder’s tender offer materials to any security holder who requests such tender offer materials,” in compliance with Rule 14d-4(a)(ii). This should
also be treated as a “transmission.”

 The Company notes that neither Section 14(f) nor Rule 14f-1 uses the word
“mailing.” Instead, they require a “transmission.” Several sections of the Exchange Act and the tender offer rules specifically refer to a mailing (for example, Rule 14d-4(a)(2)(ii)); therefore, the fact that neither
Section 14(f) nor Rule 14f-1 uses this word indicates that a mailing is not required. Instead, a “transmission” is required, and the Company submits that its inclusion of the information on a Schedule TO in the same manner that
other changes to the tender offer document have been transmitted to GFI stockholders (and not merely a filing by GFI), as well as the posting of such information on both BGC’s and GFI’s websites, as well as the furnishing of such documents
at the request of the GFI stockholder, constitute a “transmission” under Section 14(f) and Rule 14f-1.

 The Company advises
the Staff that, even if it were to interpret a “transmission” to require a mailing, the 14F information statement was mailed to the record holders of GFI on February 25, 2015, and the Company submits that this is an appropriate
circumstance for the Commission to shorten the 10-day window specified under Rule 14f-1, which the Commission has the authority to do upon a showing of good cause. Upon the acceptance of the GFI shares tendered in the tender offer, which is
scheduled to occur at the end of today, all of the independent members of the GFI board of directors will have resigned. If the BGC designees were not permitted to take office on the GFI board at such time, then there could be harm to the GFI
stockholders for a number of reasons. For example, GFI is required to have an audit committee consisting of independent directors, and if the designees to the board are not permitted to take office until the end of the 10-day window, then GFI
will not have any independent directors on the GFI board for a period of time. In addition, if the designees to the GFI board are not permitted to take office until the end of the 10-day window, then the GFI board may not be able to respond
properly in the event that an action is required to be taken by the board during such interim period (such as responding to an offer for GFI) because the remaining members of the board do not constitute a majority of the seats on the board. The
Company therefore respectfully submits that there is “good cause” to shorten the 10-day window. We further note that this is not a transaction that was first announced with the tender offer agreement on February 20. The
transaction started out as a hostile tender offer and has been open for over 4 months. Therefore, there has been adequate time for the GFI securityholders to absorb the 14F information, and enforcement of the 10-day window would only be
detrimental to the GFI stockholders. Finally, to address any concerns that the Commission may have regarding Rule 14f-1, the Company does not intend for its designees to the GFI board to call a GFI board meeting until after March 6, 2015.

*
*             *

 If you have any questions, please do not hesitate to contact
the undersigned at (212) 403-1394 or Sebastian L. Fain at (212) 403-1135.

 Very truly yours,

/s/ David K. Lam

David K. Lam

 Enclosures

cc:
Stephen M. Merkel, BGC Partners, Inc.

CORRESP
1
filename1.htm

Correspondence

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

February 24, 2015

 VIA EDGAR

David L. Orlic, Esq.

 Special Counsel, Office of Merger and
Acquisitions

 Division of Corporation Finance

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:

GFI Group Inc.

Amendment No. 17 to Schedule TO-T filed by BGC Partners, L.P. and BGC Partners, Inc.

Filed February 20, 2015

File No. 005-80318

 Dear Mr. Orlic:

On behalf of our clients, BGC Partners, Inc. and BGC Partners, L.P. (collectively, the “Company”), we are providing the
Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated
February 23, 2015, with respect to Amendment No. 17 to the Tender Offer Statement on Schedule TO (the “Schedule TO”) referenced above. In connection with the filing of this letter, the Company is filing Amendment
No. 18 to the Schedule TO (“Amendment No. 18”).

 For the Staff’s convenience, the text of the Staff’s
comments are set forth below in bold, followed by the Company’s response. Terms not otherwise defined in this letter shall have the meanings set forth in the Schedule TO.

Directors, page 28

1.
Please confirm that the BGC designees to the GFI board of directors will not join the board prior to the tenth day after the Schedule 14F-1 was filed with the Commission and transmitted to shareholders. See Rule
14f-1.

 Response: The Company respectfully submits that the information required to be filed pursuant to Rule
14f-1 was filed by BGC and disseminated to the shareholders of GFI Group, Inc. (“GFI”) on February 10, 2015, through an amendment to the Schedule TO filed by BGC on February 10, 2015. GFI re-filed this same information on
February 20, 2015, and there was no substantive change to the information that was previously filed.

 David L. Orlic, Esq.

U.S. Securities and Exchange Commission

 February 24, 2015

 Page
 2

The Company notes that the 14f-1 information was transmitted to the GFI stockholders in the same manner as other information regarding its tender offer was transmitted to the GFI stockholders
– namely, through its Schedule TO and amendments. As a result, the Company respectfully submits that BGC’s designees to the GFI board of directors could join the board on February 26, 2015, which is more than ten days after the filing
on February 10, 2015 and is the expiration date of the tender offer.

 Purpose of the Offer; Plans for GFI, page 43

2.
We understand that BGC has agreed to acquire certain Shares of GFI upon the earlier of the cessation of the restrictions under the CME support agreement or one year from the closing date of the tender offer. Please
provide an analysis as to the consistency of this arrangement with Rule 14e-5.

 Response: Rule 14e-5 provides in
relevant part that: “As a means reasonably designed to prevent fraudulent, deceptive or manipulative acts or practices in connection with a tender offer for equity securities, no covered person may directly or indirectly purchase or arrange to
purchase any subject securities or any related securities except as part of the tender offer.” The Company respectfully submits that it has not purchased or arranged to purchase any Shares of GFI in violation of this Rule. The Company has not
entered into any agreement with any shareholder of GFI (including Jersey Partners) to acquire its Shares. Such an agreement by Jersey Partners would be a violation of its existing support agreement with the CME. Instead, the Company has simply
agreed with GFI that, if Jersey Partners were to elect to effect a back-end merger once the restrictions under the CME support agreement expired and certain other conditions are met, then the Company would agree to effect such back-end merger. In
the back-end merger involving GFI, all stockholders would receive the same $6.10 of consideration that is currently being provided in the outstanding tender offer.

In addition, the Company believes the back-end merger is not a transaction of the type that Rule 14e-5 was designed to prevent. The Commission
in Release 33-7760 revised and redesignated the former Rule 10b-13 as Rule 14e-5. In the release, the Commission stated that it “originally promulgated Rule 10b-13 to safeguard the interest of persons who sell their securities in response to a
tender offer.” The Commission further stated in the Release that “Rule 14e-5 will continue to protect investors by preventing an offeror from extending greater or different consideration to some security holders outside the offer, while
other security holders are limited to the offer’s terms.” Assuming the conditions are satisfied, including that the holders subject to the Support Agreement support the back-end merger, and the back-end merger is consummated, all the
remaining GFI Shares would be entitled to receive the same consideration as is being provided in the Offer. (We note that the back-end merger pursuant to which the Company would acquire JPI would not be subject to the Rule 14e-5 as the JPI shares
are not subject

 David L. Orlic, Esq.

U.S. Securities and Exchange Commission

 February 24, 2015

 Page
 3

securities or any related securities.) Given that the goal of providing a back-end merger is to provide GFI shareholders that do not tender the opportunity to receive the same merger
consideration as those who do tender, it would seem incongruent to prohibit such action to satisfy a rule that is designed to “prevent fraudulent, deceptive or manipulative acts or practices.”

3.
The tender offer can be subject only to conditions that are based on objective criteria. Please disclose the regulatory approvals set forth in BGC’s Parent Disclosure Letter

Response: In response to the Staff’s comment, the Company has revised disclosure under the heading “The Offer—Section
15—Conditions of the Offer” in Amendment No. 18.

 *    *    *

In response to your request, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please do not hesitate to contact the undersigned at (212) 403-1394 or Sebastian L. Fain at
(212) 403-1135.

 Very truly yours,

/s/ David K. Lam

David K. Lam

 Enclosures

cc:
Stephen M. Merkel, BGC Partners, Inc.

CORRESP
1
filename1.htm

Response Letter

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

January 22, 2015

 VIA EDGAR

David L. Orlic, Esq.

 Special Counsel, Office of Mergers and
Acquisitions

 Division of Corporation Finance

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:

GFI Group Inc.

DFAN14 filed by BGC Partners, Inc. and BGC Partners, L.P.

Filed January 21, 2015

File No.
001-34897

 Dear Mr. Orlic:

On behalf of our clients, BGC Partners, Inc. and BGC Partners, L.P. (collectively, the “Company”), we are providing the
Company’s response to the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated
January 22, 2015, with respect to the additional definitive proxy soliciting materials filed by non-management referenced above (the “DFAN14”).

For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by the Company’s response.

 General

1.
We note the statement that “ISS recognizes the economic inferiority and conflicted nature of the proposed CME-GFI management $5.85 stock and cash transaction….” Please provide support for the assertion
that ISS recognizes the “conflicted nature” of the CME-GFI proposal.

 Response: In response to the
Staff’s comment, we supplementally advise the Staff that the language in the press release filed as part of the DFAN14 was included on the basis of the following language, which appears in the report published on January 21, 2015 by
Institutional Shareholder Services on CME-GFI management transaction (emphasis added):

 David L. Orlic, Esq.

U.S. Securities and Exchange Commission

 January 22, 2015

 Page
 2

 “Either of the two competing offers is likely to deliver greater value to unaffiliated
shareholders than remaining standalone. While the CME transaction appears to have arisen out of significant conflicts of interest among the management consortium which has arranged, seemingly as part of negotiations with CME, to buy the IDB
business, the bidding war – much of which, on the CME side, has been funded by an increase in the price that same management consortium must now pay for the IDB business – has increased the merger consideration to unaffiliated
shareholders so substantially that even the economically inferior offer now represents a premium of more than 88 percent.”

 If you
have any questions, please do not hesitate to contact the undersigned at (212) 403-1394 or Sebastian L. Fain at (212) 403-1135.

Very truly yours,

/s/ David K. Lam

David K. Lam

 Enclosures

cc:
Stephen M. Merkel, BGC Partners, Inc.

CORRESP
1
filename1.htm

Correspondence

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

November 19, 2014

 VIA EDGAR

David L. Orlic, Esq.

 Special Counsel, Office of Merger and
Acquisitions

 Division of Corporation Finance

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
GFI Group Inc.

 Amendment No. 1 to Schedule TO-T filed by BGC Partners, L.P. and BGC

Partners, Inc.

 Filed
November 12, 2014

 File No. 005-80318

Dear Mr. Orlic:

 On behalf of our
clients, BGC Partners, Inc. and BGC Partners, L.P. (collectively, the “Company”), we are providing the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of
the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated November 17, 2014, with respect to Amendment No. 1 (“Amendment No. 1”) to the Tender Offer Statement on
Schedule TO (the “Schedule TO”) referenced above. Concurrently with the filing of this letter, the Company is filing Amendment No. 2 (“Amendment No. 2”) to the Schedule TO.

For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by the Company’s response.
Terms not otherwise defined in this letter shall have the meanings set forth in the Schedule TO.

1.
Please disclose how you intend to vote your shares on the CME transaction, if you buy shares in the tender offer and that transaction is brought to a vote. Please also disclose that following a successful tender
offer, you could sell your controlling stake in the company to another party, possibly at a premium to the offer price. Finally, disclosure should be clarified that tendering shares into the offer is not a means to “send a strong message to the
Board,” but is rather an agreement to sell shares to you for the offer price, subject to your disclosed conditions.

Response: In response to the Staff’s comment, in Amendment No. 2, the Company has revised disclosure in the Offer to Purchase:
(1) in Summary Term Sheet under the

 David L. Orlic, Esq.

U.S. Securities and Exchange Commission

 November 19, 2014

 Page
 2

 caption “How does the Offer relate to the announced acquisition of GFI by CME Group
Inc.?,” (2) under the heading “The Offer—Section 3—Procedure for Tendering Shares,” and (3) under the heading “The Offer—Section 12—Purpose of the Offer; Plans for GFI.”

2.
Please disclose the substance of the October 30 and November 6 negotiations.

Response: In response to the Staff’s comment, the Company has revised disclosure under the heading “The Offer—Section
11—Background of the Offer; Other Transactions with GFI” in Amendment No. 2.

3.
We note your responses to prior comments 2 and 7. Please further clarify your analysis with respect to Rule 13e-3(g)(1). While we understand from your filings that you do not view yourself as an affiliate subject to
Rule 13e-3 with respect to the current tender offer, it appears that, in any event, you would not become an affiliate of the company as a result of the tender offer, as required for reliance on Rule 13e 3(g)(1), but rather as a result of actions
taken by the board of directors of the company prior to the consummation of the tender offer, namely the appointing of your nominees to constitute two-thirds of the board of directors. Please provide your analysis on this point. In any event, more
specificity as to your intentions with respect to, and the form and effect of, the subsequent transaction would be required in order to satisfy Rule 13e-3(g)(1).

Response: The Company respectfully disagree with the Staff’s assessment and believes that following a tender offer in which the
Company acquired a majority of the outstanding shares on a fully diluted basis that such majority ownership alone would be enough to be considered an affiliate for purposes of Rule 13e-3(g)(1). Nevertheless, the Company also acknowledges that it is
the position of the Staff that the current disclosure does not qualify for the exception under Rule 13e-3(g)(1)(i)(A) and has revised the disclosure under the heading “The Offer—Section
15—Certain Legal Matters; Regulatory Approvals—Other” in Amendment No. 2 accordingly to remove the inference that the Company might rely on such exception.

*    *    *

 David L. Orlic, Esq.

U.S. Securities and Exchange Commission

 November 19, 2014

 Page
 3

 In response to your request, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please do not hesitate to contact the undersigned at (212) 403-1394 or Sebastian L. Fain at
(212) 403-1135.

Very truly yours,

/s/ David K. Lam

David K. Lam

 Enclosures

cc:    Stephen M. Merkel, BGC Partners, Inc.

CORRESP
1
filename1.htm

Correspondence

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

November 12, 2014

 VIA EDGAR

David L. Orlic, Esq.

 Special Counsel, Office of Merger and
Acquisitions

 Division of Corporation Finance

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
GFI Group Inc.

 Schedule TO-T filed by BGC Partners, L.P. and BGC Partners, Inc.

Filed October 22, 2014

File No. 005-80318

 Dear Mr. Orlic:

 On behalf of our clients, BGC Partners, Inc. and BGC Partners, L.P. (collectively, the “Company”), we are providing the
Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated
October 29, 2014, with respect to the Tender Offer Statement on Schedule TO referenced above (the “Schedule TO”). Concurrently with the filing of this letter, the Company is filing Amendment No. 1 (“Amendment
No. 1”) to the Schedule TO.

 For the Staff’s convenience, the text of the Staff’s comment is set forth below in
bold, followed by the Company’s response. Terms not otherwise defined in this letter shall have the meanings set forth in the Schedule TO.

What are the most significant conditions to the Offer, page 4

1.
The regulatory, board and impairment conditions are each dependent on the purchaser being satisfied that the condition has occurred or been satisfied. Please revise to include an objective standard for the
determination of whether a condition has occurred or been satisfied.

 Response: In response to the Staff’s
comment, the Company has revised disclosure on the cover page of the Offer to Purchase, in the Summary Term Sheet under the caption “What are the most significant conditions to the Offer?” and elsewhere in Amendment No. 1.

 David L. Orlic, Esq.

U.S. Securities and Exchange Commission

 November 12, 2014

 Page
 2

2.
Please revise your disclosure to clarify that the board condition effectively requires the company to take action in support of your offer before you are obligated to close.

Response: In response to the Staff’s comment, the Company has revised disclosure in the Summary Term Sheet under the caption
“What are the most significant conditions to the Offer?” in Amendment No. 1.

 Until what time can I withdraw tendered Shares?, page 5

3.
Please revise to clarify that shareholders can withdraw tendered shares at any time after December 21, 2014, if you have not agreed to accept shares for payment by that time, or advise how you determined
otherwise.

 Response: In response to the Staff’s comment, the Company has revised the disclosure in Amendment
No. 1 throughout to refer to December 21, 2014 rather than December 22, 2014.

 When and how will I be paid for my tendered Shares?,
page 5

4.
Disclosure states that you will pay for all shares promptly after the later of the date of expiration of the offer and the satisfaction or waiver of the conditions. All offer conditions, except those related to the
receipt of government regulatory approvals necessary to consummate the offer, must be satisfied or waived at or before the expiration of the offer. Please revise the language accordingly.

Response: In response to the Staff’s comment, the Company has revised disclosure in the Summary Term Sheet under the caption
“When and how will I be paid for my tendered Shares?” in Amendment No. 1.

 Acceptance for Payment and Payment for Shares, page 11

5.
Disclosure states that tendered shares not accepted for payment, and certificates for unpurchased or untendered shares, will be returned as promptly as practicable following the expiration or termination of the
offer.
 Rule 14e-1(c) requires that you return these shares “promptly” upon expiration or termination of the offer. Please revise.

Response: In response to the Staff’s comment, the Company has revised disclosure under the heading “The Offer—Section
2—Acceptance for Payment and Payment for Shares” in Amendment No. 1.

 David L. Orlic, Esq.

U.S. Securities and Exchange Commission

 November 12, 2014

 Page
 3

 Conditions of the Offer, page 28

6.
Disclosure states that certain conditions must be satisfied before the time of payment for shares. All offer conditions, except those related to the receipt of government regulatory approvals necessary to consummate
the offer, must be satisfied or waived at or before the expiration of the offer. Please revise the language accordingly.

Response: In response to the Staff’s comment, the Company has revised disclosure under the heading “The Offer—Section
14—Conditions of the Offer” in Amendment No. 1.

 Other, page 33

7.
We note disclosure in the last paragraph of this section. If your intent is to rely on Rule 13e-3(g)(1) for any subsequent Rule 13e-3 transaction, please provide the disclosure required by Rule 13e-3(g)(1)(i).

 Response: In response to the Staff’s comment, the Company has revised disclosure under the heading “The
Offer—Section 15—Certain Legal Matters; Regulatory Approvals—Other” in Amendment No. 1.

 Miscellaneous, page 34

8.
You state that the offer is not being made to, nor will tenders be accepted from, holders residing in certain jurisdictions. Please provide your analysis as to how limiting participation in this manner is consistent
with Rule 14d-10(a)(1). If you are attempting to rely on Rule 14d-10(b)(2), we note that Rule 14d-10(b)(2) is restricted to state law. Refer to Section II.G.1 of SEC Release No. 34-58597 (September 19, 2008) for guidance.

Response: In response to the Staff’s comment, the Company has revised disclosure under the heading “The Offer—Section
18—Miscellaneous” in Amendment No. 1.

 *       *       *

 David L. Orlic, Esq.

U.S. Securities and Exchange Commission

 November 12, 2014

 Page
 4

 In response to your request, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please do not hesitate to contact the undersigned at (212) 403-1394 or Sebastian L. Fain at
(212) 403-1135.

 Very truly yours,

/s/ David K. Lam

David K. Lam

 Enclosures

cc:
Stephen M. Merkel, BGC Partners, Inc.

November 4 , 2014

Via E -mail
Anthony Graham Sadler
Chief Financial Officer
BGC Partners, Inc .
499 Park Avenue
New York, NY 10022

Re: BGC Partners, Inc.
 Form 10 -K for the Year Ended December 31 , 2013
 Filed February 28, 201 4
File No. 001-35591

Dear M r. Sadler :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are  responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Senior Accountant

CORRESP
1
filename1.htm

CORRESP

 BGC Partners, Inc.

499 Park Avenue

 New York, NY 10022

 October 10, 2014

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Kristi Marrone

Senior Accountant

Re:

BGC Partners, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2013

Filed February 28, 2014

File No. 001-35591

 Dear Ms. Marrone:

On behalf of BGC Partners, Inc. (the “Company”), we are writing in response to the comment letter, dated September 18, 2014,
from you relating to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed on February 28, 2014 (File No. 001-35591).

For your convenience, the Company has repeated your comments in full, and the Company’s responses are consistent with the numbering of
the comments and headings used in your letter.

 Form 10-K for the Year Ended December 31, 2013

Cash Position Analysis, page 119

1.
We have reviewed your response to comment 1 and the references to the non-GAAP CDI, and we continue to believe that the measure cash position is a non-GAAP measure. In future filings, please provide the disclosures
required by Item 10(e) of Regulation S-K related to this non-GAAP liquidity measure. Additionally, in future filings, please revise or exclude your table showing changes in cash position, as it appears to be a modified statement of cash flows,
and may attach undue prominence to the non-GAAP information. Refer by analogy to question 102.10 of the CDI Non-GAAP Financial Measures. In your response, please show us the disclosure you intend to include in future filings.

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 10, 2014

Page |
2

 Response #1

In consideration of your comments received on September 18, 2014, in future filings, we will present a revised Liquidity Analysis, as
shown below (using the first six months of 2014 and 2013 for illustrative purposes):

 LIQUIDITY ANALYSIS

We consider our liquidity to be comprised of the sum of Cash and cash equivalents plus Marketable securities and Securities owned for liquidity
purposes. The discussion below describes the key components of our liquidity analysis, including earnings, dividends and distributions, net investing and funding activities including repurchases and redemptions of Class A common stock and
partnership units, security settlements, changes in securities held and marketable securities, and changes in our working capital.

 We
consider the following in analyzing changes in our liquidity.

 A comparison of consolidated net income adjusted for certain non-cash items
(e.g., grants of exchangeability) as presented on the cash flow statement. Dividends and distributions are payments made to our holders of common shares and limited partnership interests and are related to earnings from prior periods. These timing
differences will impact our cash flows in a given period.

 Our investing and funding activities represent a combination of our capital
raising activities, including short-term borrowings and repayments, issuances of shares under our controlled equity offerings (net), Class A common stock repurchases and partnership unit redemptions, purchases and sales of securities,
dispositions, and other investments (e.g. acquisitions, forgivable loans to new brokers and capital expenditures—all net of depreciation and amortization).

Our securities settlement activities primarily represent deposits with clearing organizations. In addition, when advantageous, we may elect to
facilitate the settlement of matched principal transactions by funding failed trades, which results in a temporary secured use of cash and is economically beneficial to us.

Other net changes in working capital represent changes primarily in receivables and payables and accrued liabilities that impact our
liquidity.

 Changes in Securities owned and Marketable securities may result from additional cash investments or sales, which will be
offset by a corresponding change in Cash and cash equivalents and accordingly will not result in a change in our liquidity. Conversely, changes in the market value of such securities and the receipt of the NASDAQ earn-out in the form of additional
NASDAQ shares are reflected in our earnings or other comprehensive income and will result in changes in our liquidity.

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 10, 2014

Page |
3

 The following is an
analysis which describes the key components of changes in our liquidity.

 Discussion of six months ended June 30, 2014

The table below presents our Liquidity as of June 30, 2014 and December 31, 2013:

Liquidity as of

(in millions)

June 30,
2014

December 31,
2013

 Cash and cash equivalents

$
558.2

$
716.9

 Securities owned

35.8

33.1

 Marketable securities

50.2

45.0

 Total

$
644.2

$
795.0

 The $150.8 million decrease in our liquidity from $795.0 million to $644.2 million as of June 30, 2014
was primarily driven by a) $67.4 million related to repurchases and redemptions during the period b) $50.0 million in net changes in working capital and other uses of cash primarily driven by the timing of tax payments and c) Securities settlement
activities which used $28.3 million of cash during the period primarily related to fail transactions, which results in a temporary decrease in cash.

Discussion of six months ended June 30, 2013

The table below presents our Liquidity as of June 30, 2013 and December 31, 2012:

Liquidity as of

(in millions)

June 30,
2013

December 31,
2012

 Cash and cash equivalents

$
1,070.4

$
388.4

 Securities owned

32.0

32.0

 Marketable securities

- 0 -

-0-

 Total

$
1,102.4

$
420.4

 The $682.0 million increase in our liquidity from $420.4 million to $1,102.4 million as of June 30, 2013 was
primarily driven by the cash received from the sale of eSpeed to NASDAQ OMX in June 2013. The net proceeds from the divestiture of eSpeed was approximately $747.7 million. This increase in our liquidity was partially offset by $71.9 million of
dividends and distributions paid to our shareholders and limited partners.

 Consolidated Statements of Operations, page 140

2.
We have reviewed your response to comment 2. Please explain to us why you believe the gains recognized on the sale of your eSpeed business, electronic benchmark U.S. Treasury platform and LME investment and losses on
equity method investments meet the definition of revenue contemplated in ASC 605-10-20.

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 10, 2014

Page |
4

 Response #2

In consideration of your comments received on September 18, 2014, in future filings, we will present Gain on divestiture and sale of
investments, Losses on equity investments and Other income in a separate section of our Consolidated Statements of Operations captioned “Other income (losses), net,” as shown below:

BGC PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2014

2013

2014

2013

 Revenues:

 Commissions

$
XXXX

$
XXXX

$
XXXX

$
XXXX

 Principal transactions

XX

XX

XX

XX

 Real estate management services

XX

XX

XX

XX

 Fees from related parties

XX

XX

XX

XX

 Market data

XX

XX

XX

XX

 Software solutions

XX

XX

XX

XX

 Interest income

XX

XX

XX

XX

 Other revenues

XX

XX

XX

XX

 Total revenues

—

—

—

—

 Expenses:

 Compensation and employee benefits

XX

XX

XX

XX

 Allocations of net income and grant of exchangeability to limited partnership units and FPUs

XX

XX

XX

XX

 Total compensation and employee benefits

—

—

—

—

 Occupancy and equipment

XX

XX

XX

XX

 Fees to related parties

XX

XX

XX

XX

 Professional and consulting fees

XX

XX

XX

XX

 Communications

XX

XX

XX

XX

 Selling and promotion

XX

XX

XX

XX

 Commissions and floor brokerage

XX

XX

XX

XX

 Interest expense

XX

XX

XX

XX

 Other expenses

XX

XX

XX

XX

 Total expenses

—

—

—

—

 Other income (losses), net:

 Gain on divestiture and sale of investments

XX

XX

XX

XX

 Losses on equity investments

XX

XX

XX

XX

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 10, 2014

Page |
5

 Other income

XX

XX

XX

XX

 Total other income (losses), net

—

—

—

—

 Income from operations before income taxes

—

—

—

—

 Provision for income taxes

XX

XX

XX

XX

 Consolidated net income

XX

XX

XX

XX

 Less: Net income attributable to non-controlling interest in subsidiaries

XX

XX

XX

XX

 Net income available to common stockholders

XX

XX

XX

XX

 Per share data:

 Basic earnings per share

 Net income available to common stockholders

XX

XX

XX

XX

 Basic earnings per share

XX

XX

XX

XX

 Basic weighted-average shares of common stock outstanding

XX

XX

XX

XX

 Fully diluted earnings per share

 Net income for fully diluted shares

XX

XX

XX

XX

 Fully diluted earnings per share

XX

XX

XX

XX

 Fully diluted weighted-average shares of common stock outstanding

XX

XX

XX

XX

 Dividends declared per share of common stock

$
XXXX

$
XXXX

$
XXXX

$
XXXX

 Dividends declared and paid per share of common stock

$
XXXX

$
XXXX

$
XXXX

$
XXXX

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 10, 2014

Page |
6

 *
    *     *    *

 The Company hereby acknowledges that (1) the
Company is responsible for the adequacy and accuracy of the disclosure in the filing; (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission (the “Commission”)
from taking any action with respect to the filing; and (3) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Any questions or comments regarding the foregoing should be directed to the undersigned at 011 44 207 894 7473.

Very truly yours,

By:

 /s/ Anthony Graham Sadler

Anthony Graham Sadler

Chief Financial Officer

cc:
Howard W. Lutnick (BGC Partners, Inc.)

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

Janet Truncale (Ernst & Young, LLP)

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

September 18 , 2014

Via E -mail
Anthony Graham Sadler
Chief Financial Officer
BGC Partners, Inc .
499 Park Avenue
New York, NY 10022

Re: BGC Partners, Inc.
 Form 10 -K for the Year Ended December 31 , 2013
 Filed February 28, 201 4
File No. 001-35591

Dear M r. Sadler :

We have reviewed your filing an d have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe 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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Year  Ended December 31, 2013

Cash Position Analysis, page 119

1. We have reviewed your response to comment 1 and the references to the non -GAAP
CDI, and we continue to believe that the measure cash position is a non -GAAP measure.
In future filings,  please provide the disclosures required by Item 10(e) of Regulation S -K
related to this non -GAAP liquidity measure.  Additionally, in future filings, please revise
or exclude your table showing changes in cash position, as it appears to be a modified
statement of cash flows, and may attach undue prominence to the non -GAAP
information.  Refer by analogy to question 102.10 of the CDI Non -GAAP Financial
Measures. In your response, please show us the disclosure you intend to include in future
filings.

Anthony Graham Sadler
BGC Partners, Inc.
September 18 , 2014
Page 2

 Conso lidated Statements of Operations, page 140

2. We have reviewed your response to comment 2.  Please explain to us why you believe
the gains recognized on the sale of your eSpeed business, electronic benchmark U.S.
Treasury platform and LME investment and loss es on equity method investments meet
the definition of revenue contemplated in ASC 605 -10-20.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

If you have any questions, you may contact Eric McPhee at (202) 551 -3693 or me at
(202) 551 -3429.

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Senior Accountant

CORRESP
1
filename1.htm

Response Letter

 BGC Partners, Inc.

499 Park Avenue

 New York, NY 10022

 August 28, 2014

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attention:

Kristi Marrone

Senior Accountant

Re:

BGC Partners, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2013

Filed February 28, 2014

File No. 001-35591

 Dear Ms. Marrone:

On behalf of BGC Partners, Inc. (the “Company”), we are writing in response to the comment letter, dated August 1, 2014, from
you relating to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed on February 28, 2014 (File No. 001-35591).

For your convenience, the Company has repeated your comments in full, and the Company’s responses are consistent with the numbering of
the comments and headings used in your letter.

 Form 10-K for the Year Ended December 31, 2013

Cash Position Analysis, page 119

1.
Please tell us how you have determined that your measure cash position is not a non-GAAP measure.

Response #1

 We do not view our
Cash Position Analysis as a non-GAAP measure because it is based on the aggregation of three separate line items on our Consolidated Statement of Financial Condition which is prepared in accordance with GAAP. Our Cash Position Analysis is a measure
of our liquidity and is comprised of Cash and cash equivalents, Securities owned, and Marketable securities. As of December 31, 2013, our Cash Position was $795.0 million as follows (in millions):

 Cash and cash equivalents

$
716.9

 Securities owned

33.1

 Marketable securities

45.0

 Cash Position

$
795.0

 Due to the fact that our Cash Position Analysis is based on the aggregation of three line items from our GAAP
Consolidated Statement of Financial Condition, we do not believe that it represents a non-GAAP measure. See CDIs 102.12; 104.05.

 United States Securities and Exchange Commission

Division of Corporation Finance

 August 28, 2014

Page |
2

 Consolidated Statements of Operations, page 140

2.
Please present interest income, earn-outs, gain on divestitures and sale of investments and losses on equity investments below operating expenses in future filings, or tell us why you believe your current presentation
complies with Rule 5-03 of Regulation S-X.

 Response #2

We believe that our current presentation of Interest income, Earn-outs, Gain on divestiture and sale of investments, and Losses on equity
investments complies with Rule 5-03 of Regulation S-X as follows:

 Interest Income

Financial institutions such as banks and broker-dealers (in accordance with the AICPA Broker-Dealer Guide), typically present interest income
as part of their operating results.

 Since we hold certain interest-bearing instruments in the normal course of our operations (e.g.,
employee loans and U.S. Treasuries held for liquidity purposes), we present interest income as a component of our total revenues in our Income from operations. We believe that this presentation is appropriate and consistent with our (financial
services) industry.

 Earn-outs and Gain on divestiture and sale of investments

On June 28, 2013, we completed the sale of certain assets to The NASDAQ OMX Group, Inc., including the eSpeed brand name and various
assets comprising the fully electronic portion of our benchmark on-the-run U.S. Treasury brokerage, market data and co-location service businesses (“eSpeed”). We concluded that under FASB ASC 205-20 our sale of eSpeed did not meet the
definition of a discontinued operation, and therefore the associated gains (inclusive of the earn-out and gain on divestiture) should be accounted for as part of our Income from operations in accordance with FASB ASC 360-10-45 “Long-Lived
Assets Classified as Held and Used”.

 This guidance states that:

A gain or loss recognized on the sale of a long-lived asset (disposal group) that is not a discontinued operation shall be included in
income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts of those gains or losses.

Based on this guidance, for the year ended December 31, 2013, we presented both the $723.1 million gain on divestiture and the $39.5
million of revenue associated with the earn-out related to the sale of eSpeed as Income from operations.

 During the year ended
December 31, 2012, we included a $52.5 million gain, related to the sale of some of our shares in the London Metals Exchange (the “LME”), as part of our Income from operations. Our shares were initially acquired as a requirement of
our membership on the LME, which is an integral part of our operating business. When the Hong Kong Exchange & Clearing Limited acquired the LME in December 2012, we sold a portion of our shares and recognized the gain. As part of our
ongoing business, we continue to hold the remaining shares as required for membership on the exchange. We view this item as a gain on the sale of an operating asset that was a required part of our operations, and we therefore believe that it was
properly included in Income from operations.

 United States Securities and Exchange Commission

Division of Corporation Finance

 August 28, 2014

Page |
3

 Losses on equity investments

Our equity method investments represent investments in entities in which we have a significant influence but not a controlling interest. These
investments engage in similar business activities to the business lines that we engage in. In certain cases, we engage in business activities through the entities that comprise these investments. Based on the similarities in business activities and
our activities through such entities, we view these investments as part of our overall operations, and we therefore include the Losses on equity investments as part of our Income from operations.

In addition, we view Losses on equity investments as immaterial to our overall results. As a percentage of total revenues, Losses on equity
investment were 0.38% and 0.67% for the years ended December 31, 2013 and 2012, respectively.

 *
*     *     *

 The Company hereby acknowledges that (1) the Company is responsible for
the adequacy and accuracy of the disclosure in the filing; (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission (the “Commission”) from taking any action
with respect to the filing; and (3) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Any questions or comments regarding the foregoing should be directed to the undersigned at 011 44 207 894 7473.

Very truly yours,

By:

 /s/ Anthony Graham Sadler

Anthony Graham Sadler

Chief Financial Officer

cc:

Mr. Howard W. Lutnick (BGC Partners, Inc.)

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

Ms. Janet Truncale (Ernst & Young, LLP)

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

August 1 , 2014

Via E -mail
Anthony Graham Sadler
Chief Financial Officer
BGC Partners, Inc .
499 Park Avenue
New York, NY 10022

Re: BGC Partners, Inc.
 Form 10 -K for the Year Ended December 31 , 2013
 Filed February 28, 201 4
File No. 001-35591

Dear M r. Sadler :

We have reviewed your filing an d have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe 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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Year  Ended December 31, 2013

Cash Position Analysis, page 119

1. Please tell us how you have determined that your meas ure cash position is not a non -
GAAP  measure.

Consolidated Statements of Operations, page 140

2. Please present interest income, ea rn-outs, gain on divestitures and sale of investments and
losses on equity investments below operating expenses in future filings, or tell us why
you believe your current presentation complies with Rule 5 -03 of Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of

Anthony Graham Sadler
BGC Partners, Inc.
August 1 , 2014
Page 2

 1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the Uni ted States.

If you have any questions, you may contact Eric McPhee at (202) 551 -3693 or me at
(202) 551 -3429.

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Senior Accountant

September 20, 2013

Via E -mail
Mr. Anthony Graham Sadler
Chief Financial Officer
BGC Partners, Inc.
499 Park Avenue
New York, NY 10022

Re: BGC Partners, Inc.
 Form 10 -K for the fiscal year ended December 31, 201 2
 Filed March 12 , 201 3
File No. 001-35591

Dear Mr. Sadler :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordo n
Branch Chief

CORRESP
1
filename1.htm

Correspondence

 BGC Partners, Inc.

499 Park Avenue

 New York, NY 10022

 September 4, 2013

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Daniel L. Gordon

Branch Chief

                 Re:

BGC Partners, Inc.

Form 10-K for the fiscal year ended December 31, 2012

Filed March 12, 2013

File No. 001-35591

 Dear Mr. Gordon:

On behalf of BGC Partners, Inc. (the “Company”), we are writing in response to the comment letter, dated August 20, 2013, from
you relating to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2013, filed on August 8, 2013 (File No. 001-35591).

For your convenience, the Company has repeated your comments in full, and the Company’s responses are consistent with the numbering of
the comments and headings used in your letter.

 Form 10-Q for the Quarter Ended June 30, 2013

Share Count Reduction and Modifications/Extensions of Employment Agreements, page 13

1.
Please provide us with a detailed analysis of the various transactions that led to your recognition of non-cash, non-dilutive compensation charges of $464.6 million related to the redemption/exchange of partnership
units, issuance of restricted shares, and the reduction of compensation-related partnership loans, during the quarter ended June 30, 2013. In your response, please quantify the impact that each transaction had on your operations for the quarter
ended June 30.

 Response #1

The $464.6 million compensation charge is composed of the following two charges:

•

A $304.1 million charge related to the redemption/exchange of limited partnership units and the grant of shares of stock; and

•

A $160.5 million reserve, recorded as a result of the Company’s determination that the collectability of a portion of its partner/employee compensatory loan balances is not expected, due to the redemption/exchange
of the limited partnership units.

 $304.1 Million Charge Related to Redemption/Exchange of Limited Partnership Units and Grant of Shares
of Stock

 The Company redeemed/exchanged approximately 77.4 million limited partnership units from the Company’s partners,
and replaced them with grants of approximately 59.7 million shares of the Company’s Class A common stock. In accordance with ASC 718, the Company accounted for these transactions as cancellation of awards accompanied by the concurrent
grant of replacement awards and recognized the incremental compensation expense as the excess of the current value of the replacement awards over the current value of the cancelled awards.

 United States Securities and Exchange Commission

Division of Corporation Finance

 September 4, 2013

Page |
2

 In summary, the Company recognized the compensation charge as follows:

•

Approximately 59.7 million shares of stock granted to replace limited partnership units x $5.89 BGC Partners, Inc. stock price on the grant date: $351.5 million

•

Less current value of redeemed/exchanged limited partnership units: $47.4 million

•

Equals: $304.1 million

 The stock is not subject to continued employment or service
with the Company or any affiliate of the Company (although it is subject to certain non-compete obligations that have been deemed to not represent in-substance service conditions). Accordingly, the Company recorded the entire expense for the grants
of stock at current value on the grant date.

 Of the approximately 59.7 million shares of the Company’s Class A common
stock, approximately 14.5 million shares were considered repurchased to fund tax withholding obligations, leaving 45.2 million shares that were issued to replace the limited partnership units.

$160.5 Million Charge Related to Partner/Employee Compensatory Loan Balances

The Company has outstanding compensatory loans to partners/employees that were to be repaid from the earnings distributions that the
individuals received on their limited partnership units. While the loans have not been forgiven, and the Company expects any distributions on remaining (or future awards of) partnership units and dividends on restricted shares to continue to pay
down the loans, due to the redemption/exchange of limited partnership units and their replacement with a fewer number of shares, the Company determined that a portion of these loans are doubtful of collection. As a consequence, the Company has
established a reserve and recorded $160.5 million additional compensation expense.

 Commitments, Contingencies and Guarantees, page 35

2.
In future filings, for any contingencies where there is at least a reasonable possibility that a loss or an additional loss may have been incurred, please provide an estimate of the possible loss or range of loss or a
statement that such an estimate cannot be made.

 Response #2

The Company is unable to estimate a possible loss or range of loss in connection with its contingencies beyond its current accruals and any
other amounts disclosed. In accordance with ASC 450, the Company will include a statement to that effect in future filings, beginning with its Form 10-Q for the period ending September 30, 2013, under “Employment, Competitor-Related and
Other Litigation” in the Company’s “Commitments, Contingencies and Guarantees” footnote.

 Further, we hereby
acknowledge that (1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (2) staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange
Commission (the “Commission”) from taking any action with respect to the filing; and (3) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 United States Securities and Exchange Commission

Division of Corporation Finance

 September 4, 2013

Page |
3

 Any questions or comments regarding the foregoing should be directed to George E. Moorehouse,
Global Controller, at (212) 294-7849 or the undersigned at 011 44 207 894 7473.

Very truly yours,

By:

 /s/ Anthony Graham Sadler

Anthony Graham Sadler

Chief Financial Officer

cc:
Mr. Howard W. Lutnick (BGC Partners, Inc.)

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

 Ms. Janet Truncale (Ernst & Young, LLP)

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

August 20 , 2013

Via E -mail
Mr. Anthony Graham Sadler
Chief Financial Officer
BGC Partners, Inc.
499 Park Avenue
New York, NY 10022

Re: BGC Partners, Inc.
 Form 10 -K for the fiscal year ended December 31, 201 2
 Filed March 12 , 201 3
File No. 001-35591

Dear Mr. Sadler :

We have reviewed your filing an d have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe 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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -Q for the Quarter Ended June 30, 2013

Share Count Reduction and Modifications/Extensions of Employment Agreements, page 13

1. Please provide us with a detailed analysis of the various transactions that led to your
recognition of non-cash, non -dilutive compens ation charges of $464.6 million related to
the redemption/exchange of partnership units, issuance of restricted shares, and the
reduction of compensation -related partnership loans, during the quarter ended June 30,
2013.  In your response, please quantify the impact that each transaction had on your
operations for the quarter ended June 30.

Anthony Graham Sadler
BGC Partners, Inc.
August 20 , 2013
Page 2

 Commitments, Contingencies and Guarantees, page 35

2. In future filings, for any contingencies where there is at least a reasonable possibility that
a loss or an addi tional loss may have been incurred, please provide an estimate of the
possible loss or range of loss or a statement that such an estimate cannot be made.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing  to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession  of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure  in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

If you have any questions, you may contact Eric McPhee at (202) 551 -3693 or me at
(202)  551-3486.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

CORRESP
1
filename1.htm

Response Letter

 BGC Partners, Inc.

 499 Park Avenue

 New York, NY 10022

May 3, 2013

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Jennifer Gowetski, Esq.

Senior Counsel

Re:
BGC Partners, Inc.

Registration Statement on Form S-3

 Filed April 12, 2013

 File No. 333-187875

Dear Ms. Gowetski:

 On behalf
of BGC Partners, Inc. (the “Company”), I am writing in response to a follow-up question that you raised in a conversation that we had on April 30, 2013 regarding one of the responses submitted by the Company in its letter, dated April 26,
2013, in response to the comment letter, dated April 25, 2013, from you in connection with the Company’s registration statement on Form S-3, filed on April 12, 2013 (File No. 333-187875) (the “Registration Statement”). In that
conversation, you asked for additional information regarding why The Cantor Fitzgerald Relief Fund (the “Relief Fund”) is not an affiliate of a broker-dealer.

 In response to your question, please be advised that the Relief Fund is not an affiliate of a broker-dealer. The Relief Fund is a not-for-profit charitable organization formed under Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended (the “Code”), that was founded in the wake of the September 11, 2001 terrorist attacks on the World Trade Center to aid the families of the victims of that tragedy, including the families of
the 658 employees of Cantor Fitzgerald, L.P. (“Cantor”) who died that day. In recent years, the Relief Fund has expanded its scope from victims of that tragedy and other terrorist attacks to include victims of natural disasters and
emergencies.

 The Relief Fund is independent of any broker-dealer, including Cantor and the Company, and is subject to the
supervision of the Attorney General of the State of New York. The Attorney General is empowered to bring actions to ensure that the monies donated to the Relief Fund are used for the charitable purposes for which the Relief Fund was founded and that
the

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 3, 2013

 P a g e | 2

administrator and the directors of the Relief Fund fulfill their fiduciary duties to act in the best interests of the beneficiaries of the Relief Fund. Moreover, under Section 501(c)(3) of the
Code, no part of the net income or assets of the Relief Fund may revert to the benefit of any private individual or entity except in furtherance of the Relief Fund’s tax-exempt purposes. While charitable contributions to the Relief Fund are
made by Cantor and the Company, they also are made by individuals and organizations unaffiliated with Cantor and the Company.

The Relief Fund is administered by its Co-Founder and Executive Director, Edie Lutnick. Ms. Lutnick is the sister of the other Co-Founder
of the Relief Fund, Howard W. Lutnick. Mr. Lutnick is also the Chief Executive Officer and controlling stockholder of Cantor and the Company. Ms. Lutnick reports to the Board of Directors of the Relief Fund, which consists of three members, no one
of whom controls the Relief Fund. Although Mr. Lutnick is one of three members of the Board of Directors of the Relief Fund, he does not control the other two members, who are Stuart Fraser, the Vice Chairman of Cantor, as well as Ms. Lutnick. Both
Cantor and the Company take the position that the Relief Fund is not an affiliate of either entity. Lastly, Ms. Lutnick and persons under her supervision effect the amount and timing of all sales of shares of Class A common stock of the Company
owned by the Relief Fund, and all sales of such shares are made for the Relief Fund’s account through a broker-dealer unaffiliated with Cantor, the Company and the Relief Fund.

Accordingly, the Relief Fund is an independent organization that does not control, and is not controlled by or under common control with,
Cantor, the Company or any other broker-dealer. As such, the Relief Fund is not an affiliate of a broker-dealer.

 * * * * *

 The Company would like to take this opportunity, pursuant to Rule 461 under the Securities Act of 1933, as amended, to
request acceleration of the effective date of the Registration Statement so that the Registration Statement becomes effective on May 6, 2013 at 3:00 PM (Eastern Time) 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 fling; 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.

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 3, 2013

 P a g e | 3

 Any questions or comments regarding the foregoing should be directed to the undersigned
at 212.294.7824. Thank you.

BGC PARTNERS, INC.

By:

 /s/ Patrick J. Egan

Patrick J. Egan

Vice President and Assistant General Counsel

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

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

April 25, 2013

Mr. Stephen M. Merkel
Executive Vice President,
General 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 12, 2013
  File No.  333-1878 75

Dear Mr. Merkel :

We have limited our review of your registration 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 amending your registration statement and providing the
requested information .  Where you do not believe 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please tell us whether or not any of the selling stockholders is a broker -dealer or an
affiliate of a broker -dealer. If any of the selling stockholders is a broker -dealer or an
affiliate of a broker -dealer, please revise your disclosure to state that such seller is an
underwriter or provide an analysis as to why you believe such person is not acting as a
statutory underwriter.

Documents Incorporated by Reference, page 19

2. We note that you incorporate by reference your Annual Report filed on Form  10-K for
the year ended December  31, 20 12 and, on page 19, you reference your Definit ive Proxy
Statement on Schedule 14A to be filed .  As the Form 10-K incorporates information from
your proxy which has not yet been filed , please note that we will not be in a position to
declare your filing effective until such time as the complete disclos ure required by Form

Mr. Stephen M. Merkel
BGC Partners, Inc.
April 25, 2013
Page 2

 10-K has been filed.  Please refer to Compliance and Disclosure Interpretations,
Securities Act Forms, Question 123.01, which can be found on our website, for guidance.

We urge all persons who are responsible for the accuracy and ad equacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a com pany’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 provide a wri tten statement from the company
acknowledging that:

 should 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;

 the act ion 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 no t assert staff comments and 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 requests for  accelera tion.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 an d the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the 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
registration statement.

Please contact Folake Ayoola  at 202-551-3673  or me at 202-551-3401  with any
questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel

CORRESP
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Response Letter

 BGC Partners, Inc.

 499 Park Avenue

 New York, NY 10022

April 26, 2013

 VIA
EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Jennifer Gowetski, Esq.

 Senior
Counsel

Re:

BGC Partners, Inc.

Registration Statement on Form S-3

Filed April 12, 2013

File No. 333-187875

 Dear Ms. Gowetski:

 On behalf of BGC Partners, Inc. (the “Registrant” or the “Company”), we are writing in response to the comment letter, dated April 25, 2013, from you in connection with the
Company’s registration statement on Form S-3, filed on April 12, 2013 (File No. 333-187875) (the “Registration Statement”).

 For your convenience, the Registrant has repeated your comments in full, and the Registrant’s responses are consistent with the numbering of the comments and headings used in your letter.

General

1.
Please tell us whether or not any of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer. If any of the selling stockholders is a
broker-dealer or an affiliate of a broker-dealer, please revise your disclosure to state that such seller is an underwriter or provide an analysis as to why you believe such person is not acting as a statutory underwriter.

 Please be advised that none of the selling stockholders is a broker-dealer or an affiliate of a
broker-dealer.

 United States Securities and Exchange Commission

Division of Corporation Finance

 April 26, 2013

  Page
 2

 Documents Incorporated by Reference, page 19

2.
We note that you incorporate by reference your Annual Report filed on Form 10-K for the year ended December 31, 2012 and, on page 19, you reference your
Definitive Proxy Statement on Schedule 14A to be filed. As the Form 10-K incorporates information from your proxy which has not yet been filed, please note that we will not be in a position to declare your filing effective until such time as the
complete disclosure required by Form 10-K has been filed. Please refer to Compliance and Disclosure Interpretations, Securities Act Forms, Question 123.01, which can be found on our website, for guidance.

Please be advised that the Registrant filed its Definitive Proxy Statement on Schedule 14A on April 25, 2013. Since the Registrant
included in the Documents Incorporated by Reference section of the Registration Statement (page 19) a statement specifically incorporating “all documents filed by us with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act (Commission File Numbers 0-28191 and 1-35591) after (i) the date of this registration statement and prior to effectiveness of this registration statement...,” with the filing of the Definitive Proxy Statement the complete
disclosure required by Form 10-K was deemed incorporated by reference into the Registration Statement. In addition, in the first prospectus used after effectiveness of the Registration Statement, a copy of which is required to be filed under Rule
424(b) under the Securities Act of 1933, as amended, the Registrant will identify (by type, date and Commission file numbers) all reports filed under the Securities Exchange Act of 1934, as amended, prior to effectiveness of the Registration
Statement. See Compliance and Disclosure Interpretations, Securities Act Forms, Question 123.05. Accordingly, the Registrant will not be filing a pre-effective amendment to the Registration Statement to specifically incorporate the Definitive
Proxy Statement.

 *****

 The Company would like to take this opportunity, pursuant to Rule 461 under the Securities Act of 1933, as amended, to request acceleration of the effective date of the Registration Statement, referred to
in this letter so that the Registration Statement becomes effective as soon as practicable.

 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

 United States Securities and Exchange Commission

Division of Corporation Finance

 April 26, 2013

  Page
 3

and accuracy of the disclosure in the fling; 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.

 Any questions or comments regarding the foregoing should be directed
to the undersigned at 212.294.7824. Thank you.

BGC PARTNERS, INC.

By:

 /s/ Patrick J. Egan

Patrick J. Egan

Vice President and

Assistant General Counsel

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

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

CORRESP
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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)

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)

CORRESP
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Response Letter

 July 11, 2011

Mr. Michael McTiernan

 Assistant Director

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

RE:
BGC Partners, Inc.

Registration Statement on Form S-3

Filed June 21, 2011

File No. 33-175034

 Dear
Mr. McTiernan:

 On behalf of BGC Partners, Inc. (the “Registrant” or the “Company”), we are writing
in response to the comment letter dated July 6, 2011 from you in connection with the Company’s Form S-3 filed June 21, 2011, file no. 33-175034.

 For your convenience, the Registrant has repeated your comment in full, and the Registrant’s response is consistent with the numbering of the comment and heading used in your letter.

General

1.
Please tell us whether or not any of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer. If any of the selling stockholders is a
broker-dealer or an affiliate of a broker-dealer, please revise your disclosure to state that such seller is an underwriter or provide an analysis as to why you believe such person is not acting as a statutory underwriter.

 Please be advised that, other than Cantor Fitzgerald, L.P. (“Cantor”), none of the selling
stockholders is or will be a broker-dealer or an affiliate of a broker-dealer. Although Cantor controls various broker-dealer subsidiaries (including broker-dealer subsidiaries of the Registrant), and is nominally listed in the prospectus as a
selling stockholder, the prospectus makes it clear (see cover page and pages 10 and 26) that Cantor will not be offering or selling any shares for its own account under the registration statement, and that such shares will only be offered or
sold under the registration statement by or at the direction and for the account of selling stockholders named in future prospectus supplements.

 ###

 The Company would like to take this opportunity, pursuant to Rule 461 under the Securities
Act of 1933, as amended, to request acceleration of the effective date of the Registration Statement, file no. 33-175034, referred to in this letter (the “Registration Statement”) so that the Registration Statement becomes effective as
soon as practicable.

 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 fling; 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.

 Any questions or comments regarding any of the foregoing should be directed to the undersigned at 212 829 4923.

 BGC PARTNERS, INC.

 /s/ Caroline A. Koster

Caroline A. Koster

 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)

July 6, 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.
  Registration Statement on Form S-3
Filed June 21, 2011
  File No. 33-175034

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. Please tell us whether or not any of the se lling stockholders is a broker-dealer or an
affiliate of a broker-dealer. If any of the se lling stockholders is a broker-dealer or an
affiliate of a broker-dealer, please revise your di sclosure to state that such seller is an
underwriter or provide an analysis as to why you believe such person is not acting as
a statutory underwriter.

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

Howard W. Lutnick
BGC Partners, Inc. July 6, 2011 Page 2
 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

CORRESP
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Acceleration Request

 BGC Partners, Inc.

499 Park Avenue

New York, New York 10022

October 8, 2010

 VIA
EDGAR AND FACSIMILE

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
NE

 Washington, D.C. 20549-6010

Attention:

Jerard Gibson, Esq.

Attorney-Advisor

Re:

BGC Partners, Inc.

Registration Statement on Form S-3 (File No. 333-167953)

Dear Mr. Gibson:

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 (File No. 333-167953) (the “Registration Statement”) so that the Registration Statement becomes effective at 2:00 p.m., Eastern Time,
on October 12, 2010, 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)

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)

February 1, 2010

Mail Stop 3010  Mr. A. Graham Sadler Chief Financial Officer BGC Partners, Inc. 499 Park Avenue New York, NY  10022

Re: BGC Partners, Inc.
  Form 10-K for the year ended December 31, 2008
Filed March 16, 2009
File No. 000-28191

Dear Mr. Sadler:
We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

       S i n c e r e l y ,
   Daniel L. Gordon Branch Chief

CORRESP
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Correspondence

 [BGC Partners, Inc. Letterhead]

 January 27, 2010

 Mr. Daniel L. Gordon

 Branch Chief

 Division of Corporation Finance

 Mail Stop 4561

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

 Dear
Mr. Gordon:

 On behalf of BGC Partners, Inc. (“BGC” or the “Company”), we are writing in response to
the comment letter dated December 31, 2009 from you in connection with the Company’s Form 10-K for the year ended December 31, 2008 as filed on March 16, 2009.

 For your convenience, the Company has repeated your comments in full, and all of the Company’s responses are consistent with the
numbering of the comments and headings used in your letter.

 Form 10-K for the year ended December 31, 2008

 Consolidated Statements of Cash Flows, page 113

1.
Please tell us how you determined that it was appropriate to capitalize patent defense and registration costs. Refer to the accounting literature in your response.

 Response #1

 At December 31, 2008, BGC reported the costs of acquiring patents as “Other intangible assets, net” on its consolidated statements of financial condition. In accordance with FASB Concepts
Statement No. 6 (“Elements of Financial Statements”) and Financial Accounting Standards Board (“FASB”) Statement No. 2: Accounting for Research and Development Costs, we capitalize patent application costs as
well as successful legal and/or patent defense costs as they represent part of the process of obtaining and retaining the future economic benefit of the patent. Accordingly, such costs are classified as definite life intangible assets on our
consolidated statements of financial condition.

 Note 2. The Separation, Merger and Recapitalization, page 120

 The Merger, page 120

2.
Please clarify in future filings why net income allocated to founding/working partner units and REUs is reflected as compensation expense rather than minority interest.
Provide us with your proposed disclosure.

 Response #2

 Since the allocations of net income to founding/working partner units and REUs are cash distributed on a quarterly basis and are contingent
upon services being provided by the unit holders, they are reflected as separate components of compensation expense in our consolidated statements of operations.

 Below please find our proposed new disclosure clarifying in future filings why net income allocated to founding/working partner units and REUs is reflected as compensation expense rather
than minority (noncontrolling) interest in our consolidated statements of operations:

 New 2nd paragraph under Founding/working partner units

 Founding/working partner units are limited partnership interests in our consolidated subsidiary, BGC Holdings, L.P., that are
held by limited partners who are employees and that receive quarterly allocations of net income based on their weighted average pro rata share of economic ownership of our operating subsidiaries. Upon termination of employment or otherwise ceasing
to provide substantive services, the founding/working partner units are redeemed, and the unit holders are no longer entitled to participate in the quarterly (cash distributed) allocations of net income. Since these allocations of net income are
cash distributed on a quarterly basis and are contingent upon services being provided by the unit holder, they are reflected as a separate component of compensation expense under “Allocation of net income to founding/working partner units”
in our consolidated statements of operations. .

 New 1st paragraph under REUs

 REUs are limited partnership interests in our consolidated subsidiary, BGC Holdings, L.P., that are held by limited partners
who are employees and generally receive quarterly allocations of net income based on their weighted average pro rata share of economic ownership of our operating subsidiaries. These allocations are cash distributed on a quarterly basis and are
contingent upon services being provided by the unit holders. Generally, REUs entitle the holders to receive post-termination payments equal to the stated amount of the grant in four equal yearly installments after the holder’s termination. REUs
are accounted for as liability awards, and in accordance with FASB guidance we record compensation expense for the liability awards based on the change in fair value at each reporting date. In addition, as prescribed in FASB guidance, the quarterly

allocations of net income on such REUs are reflected as a separate component of compensation expense under “Allocation of net income to REUs” in our consolidated statements of
operations.

 Note 18. Commitments, Contingencies and Guarantees, page 150

3.
We note that damages in the amount of $2,539,468 plus interest were awarded against you in the TT patent litigation, in addition to $3,321,776 of costs incurred by TT.
In that regard, please explain to us how you are unable to estimate a possible loss or range of losses in connection with an appeal of this matter. In addition, please tell us and disclose in future filings if any portion of the current judgment
against you has been accrued, and if not, why you believe a specific accrual is not required.

 Response #3

 In response to your comment, please be advised that, through December 31, 2008, we accrued the District Court
judgment plus interest and a portion of the preliminarily assessed costs in the TT patent litigation based on our analysis, in accordance with SFAS 5, of the probability that we will sustain such a loss in connection with such litigation. Our
probability analysis was based on our analysis of the strength of our case; the likelihood that the $2,539,468 judgment in the District Court will be overturned or modified on appeal; the consequences of the same on the $3,321,776 of costs that the
District Court clerk assessed as a preliminary amount but Court review of which was stayed pending the appeal of the final judgment on the overall litigation; and the strength of our objections to the various costs claimed by TT, which should reduce
the amount of any costs finally assessed in the District Court, even if TT were to prevail in the appeal.

 As to the issue of
any reasonably possible and estimable loss or range of losses in connection with the appeal beyond our current accrual, we have disclosed the total amount of the jury’s verdict before the District Court’s remittitur, the amount of the
judgment entered by the District Court, the fact that TT has appealed certain rulings that were adverse to it in the District Court, the District Court’s assessment of interest and the basis for the calculation thereof, and the total costs
assessed against us on a preliminary basis in the District Court, and we believe that these disclosures address the possible loss or range of losses in connection with the appeal.

 We propose in future filings to amend our disclosure as follows (subject to updating for future events):

 In August 2004, Trading Technologies International, Inc. (“TT”) commenced an action in the United States District Court, Northern
District of Illinois, Eastern Division, against us. In its complaint, TT alleged that we infringed U.S. Patent No. 6,766,304, which issued on July 20, 2004, and U.S. Patent 6,772,132, which issued on August 3, 2004. TT later added
eSpeed International Ltd., ECCO LLC and ECCO Ware LLC as defendants in a second amended complaint. On January 5, 2006, we answered TT’s second amended complaint, denying the infringement allegations, and we filed an amended counterclaim
seeking a declaration that the patents in suit are invalid, we do not make, use or sell any product that infringes any claims of

the patents in suit, the patents in suit are unenforceable because of inequitable conduct by TT before the U.S. Patent and Trademark Office during the prosecution of the patents, and the patents
are unenforceable due to TT’s patent misuse. The District Court consolidated for certain discovery and Markman hearing purposes our case with other patent infringement cases brought by TT against other defendants. A Markman hearing was held on
August 16-18, 2006. On October 31, 2006, the Court issued a ruling on claim construction, providing the meanings of the various terms in dispute in the asserted patents. In that ruling, the Court found that we correctly defined several of
the patents’ key terms. In February 2007, the Court denied TT’s motion for clarification and reconsideration of the Markman decision and reconfirmed its October 2006 ruling. On June 20, 2007, the Court granted eSpeed’s motion for
partial summary judgment on TT’s claims of infringement covering the Dual Dynamic, eSpeedometer and modified eSpeedometer versions of eSpeed’s and ECCO’s products. As a result, the remaining products at issue in the case were the
versions of the eSpeed and ECCO products that have not been on the market in the U.S. since around the end of 2004. TT moved for reconsideration of that summary judgment ruling, which the Court denied. The trial began on September 10, 2007 and
ended on October 4, 2007. On October 10, 2007 a jury rendered a verdict that eSpeed and ECCO willfully infringed. The jury awarded TT damages in the amount of $3.5 million. On January 3, 2008, the Court granted eSpeed’s motion
for directed verdict on willfulness, finding that eSpeed’s infringement was not willful as a matter of law, and denied eSpeed’s general motions for directed verdict and for new trial. On February 6, 2008, eSpeed’s remittitur
motion was conditionally granted, and on February 12, 2008, TT accepted the remittitur. Accordingly, the principal amount of the verdict has been reduced to $2,539,468. Additionally, TT’s motion for pre-judgment interest was granted, and
interest was set at the prime rate, compounded monthly. A hearing on inequitable conduct was held on April 3-4, 2008. On May 7, 2008, the Court held that TT did not engage in inequitable conduct during the prosecution of the patents
in suit. On May 23, 2008, the Court granted TT’s motion for a permanent injunction, and on June 13, 2008 denied its motion for attorneys’ fees. On July 16, 2008, TT’s costs were assessed by the Court clerk in the amount
of $3,321,776 against eSpeed. eSpeed filed a motion to strike many of these costs, which has been stayed pending resolution of the appeal referred to below. Both parties have appealed to the United States Court of Appeals for the Federal Circuit,
which heard arguments in the case on August 4, 2009. If TT ultimately prevails in the litigation, we may be required to pay TT damages and/or certain costs, and we may be forced to modify or withdraw certain products from the market. Both
parties have requested attorneys’ fees from the other party, which may be awarded by the Court in exceptional cases. We have accrued the District Court judgment plus interest and a portion of the preliminarily assessed costs.

 Further, we hereby acknowledge that (i) the Company is responsible for the adequacy and accuracy of the disclosure in its filings under
the Securities Exchange Act of 1934, as amended (the “Filings”), (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Filings; and
(iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Any questions or comments regarding the foregoing should be directed to the undersigned at
011 44 207 894 7473.

Very truly yours,

/s/ A. Graham Sadler

 A. Graham Sadler

 Chief
Financial Officer

December 31, 2009

 Mail Stop 3010  Mr. Howard W. Lutnick Chief Executive Officer BGC Partners, Inc. 499 Park Avenue New York, NY  10022

Re: BGC Partners, Inc.
  Form 10-K for the year ended December 31, 2008
Filed March 16, 2009
File No. 000-28191
 Dear Mr. Lutnick:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your doc ument in response to these comments in
future filings.  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.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Consolidated Statements of Cash Flows, page 113

1. Please tell us how you determined that it  was appropriate to capitalize patent
defense and registration costs.   Refer to the accounting literature in your response.

Mr. Howard W. Lutnick
BGC Partners, Inc.
December 31, 2009 Page 2  Note 2. The Separation, Merger and Recapitalization, page 120

 The Merger, page 120

2. Please clarify in future filings why ne t income allocated to founding/working
partner units and REUs is reflected as compensation expense rather than minority
interest.  Provide us with  your proposed disclosure.

Note 18. Commitments, Contingencies and Guarantees, page 150

Other Matters, page 151
3. We note that damages in the amount of $2,539,468 plus interest were awarded
against you in the TT patent litigation,  in addition to $3,321,776 of costs incurred
by TT.  In that regard, please explain to us how you are unable to estimate a possible loss or range of losses in connecti on with an appeal of this matter.  In
addition, please tell us and disclose in fu ture filings if any portion of the current
judgment against you has been accrued, a nd if not, why you believe a specific
accrual is not required.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
proposed revisions that keys your responses to our comments and provides any requested
supplemental information.  Detailed cover lett ers greatly facilitate  our review.  Please
understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

Mr. Howard W. Lutnick
BGC Partners, Inc. December 31, 2009 Page 3
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
You may contact Kristi Ma rrone, Staff Accountant at  (202) 551-3429 or me at
(202) 551-3486 if you have questions regard ing comments on the financial statements
and related matters.  Please contact Kristin a Aberg at (202) 551-3404 or Karen Garnett at
(202) 551-3785 with any other questions.          S i n c e r e l y ,
 Daniel L. Gordon    Branch Chief

CORRESP
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filename1.htm

SEC RESPONSE LETTER

 [Wachtell, Lipton, Rosen & Katz Letterhead]

 February 8, 2008

 VIA EDGAR AND FACSIMILE

 Mr. H. Christopher Owings

 Assistant Director

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
eSpeed, Inc., Revised Preliminary Proxy Statement Relating to a Merger or Acquisition on Schedule 14A, filed November 6, 2007, as amended on December 28, 2007 and February 1,
2008

File No. 0-28191

 Dear Mr. Owings:

 On behalf of eSpeed, Inc. (“eSpeed” or the “Company”), set forth below are the responses of eSpeed to the
comments of the staff of the Division of Corporation Finance (the “Staff”), regarding its filing referenced above, which you delivered in a letter dated February 7, 2008.

 We are providing under separate cover five copies of Amendment No. 3 to the above-referenced Proxy Statement (“Amendment No. 3”),
which reflects eSpeed’s responses and additional and revised disclosure. Two copies of Amendment No. 3 are marked to show changes from the filing of Amendment No. 2 to the above referenced Proxy Statement on February 1, 2008. We are providing
courtesy copies of Amendment No. 3, including a version marked for

 February 8, 2008

 Page 2

changes, to Regina Balderas, Staff Accountant, Will Choi, Accounting Branch Chief, Blair Petrillo, Staff Attorney, and Mara Ransom, Legal Branch Chief.

 For your convenience, the text of the Staff’s comments is set forth in bold text followed by the responses of eSpeed. All page
references in the responses set forth below refer to pages of the revised Proxy Statement.

 Summary, page 6

 Opinion of Financial Advisor to eSpeed’s Special Committee, page 11

1.
We note your response to prior comment eight from our letter dated January 24, 2008. However, we reissue the comment as the requested disclosure regarding the fact that the
fairness opinion will not be updated and does not take into account the amendment to the merger agreement does not appear to be in the Summary beginning on page six of the proxy statement.

 Response: The Company has revised the Proxy Statement on page 11 in response to the Staff’s comment.

 Risk Factors, page 36

 Comments by the SEC on this proxy
statement ..., page 39

2.
Per your response to prior comment 14 in your letter dated December 28, 2007, please remove this risk factor.

 Response: The Company has removed the risk factor on page 39 in response to the Staff’s comment.

 Proposal 1 – The Merger, page 79

3.
We note your revised disclosure on page 79 and elsewhere in the proxy statement regarding the issuance of restricted stock units. You disclose that “certain employees of BGC
and other persons who provide services to BGC” were informed that they would receive RSU interests in lieu of a portion of their discretionary bonus for 2007. It appears that one group of employees is receiving 276,204 RSU interests and another
is receiving 1,220,772 RSU interests; briefly disclose what the difference is between these two groups of employees and why they are receiving different amounts. Also, your statement that the 1,220,772 BGC RSUs have “an aggregate estimated
value of $1,862,425 and $10,589,451” is unclear as it would appear that you mean to disclose one total dollar amount here or that you have omitted the number of RSUs that correlate to the second dollar amount disclosed.

 Response: The Company has revised the Proxy Statement including on pages 21 and 79 to separately disclose the
amount and value of the BGC RSUs to be issued in lieu of 2007 discretionary bonuses and as part of 2008 compensation and to distinguish the persons who were issued REUs and RSUs.

 February 8, 2008

 Page 3

4.
You disclose here that BGC Holdings has recently entered into an acquisition agreement in connection with which it has agreed to issue $5 million of REUs upon the closing of the
merger. Please elaborate upon the parties and purpose of the acquisition agreement and explain as of what date the value of the REUs will be determined; provide an estimation of the number of REUs to be issued as of an assumed date.

 Response: The Company has revised the Proxy Statement on pages 74, 79, 106, 140, 286 and 295 in response to the
Staff’s comment.

 Compensation Discussion and Analysis, page 160

5.
Please disclose the name of the compensation consultant that advised the compensation committee.

 Response: The Company has revised the Proxy Statement on page 161 in response to the Staff’s comment.

6.
You mention on page 162 that, following the merger, the compensation committee of the Combined Company will establish base salary and incentive performance goals for the
executive officers of the Combined Company. We also note that the merger agreement contemplates certain employment agreements, as disclosed in detail on page 165. Considering these employment agreements have an initial term of three years, it would
appear that, at the very least, base salary has already been set for the executive officers of the Combined Company. Please revise or advise.

 Response: The Company has revised the Proxy Statement by including additional disclosure on page 162 in response to the Staff’s comment.

7.
With respect to the potential payments upon change of control, please discuss and analyze how the 200% of aggregate compensation and other amounts and periods were negotiated and
how and why the company agreed to the specified amounts and periods.

 Response: The Company has revised the Proxy
Statement by including additional disclosure on page 168 in response to the Staff’s comment.

 *      *      *

 Should you require further clarification of the matters discussed in this letter or in the revised Proxy
Statement, please contact the undersigned or my colleague Sarah A. Lewis at (212) 403-1000 (facsimile: (212) 403-2000).

 Sincerely,

 /s/ Gavin D. Solotar

 cc: Stephen M. Merkel

 Executive Vice
President, General Counsel and Secretary of eSpeed, Inc.

       Christopher T. Jensen

       George G. Yearsich

 Morgan, Lewis & Bockius LLP

Mail Stop 3561          February 7, 2008  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.
 Revised Preliminary Proxy Statement Relating to a Merger or Acquisition on Schedule 14A Filed February 4, 2008
  File No. 0-28191

Dear Mr. Lutnick:

We have reviewed the above-referenced filing and have the following comments.
Where indicated, we think you should revise  your document 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.  Pl ease 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 numb ers set forth below refer to the tape-bound
courtesy copy of the revised preliminary proxy statement.  Summary, page 6

Opinion of Financial Advisor to eS peed’s Special Committee, page 11
1. We note your response to prior comment ei ght from our letter  dated January 24,
2008.  However, we reissue the comment as the requested disclosure regarding the fact that the fairne ss opinion will not be update d and does not take into
account the amendment to the merger agre ement does not appear to be in the
Summary beginning on page si x of the proxy statement.

Howard W. Lutnick
eSpeed, Inc.
February 7, 2008 Page 2  Risk Factors, page 36

Comments by the SEC on this proxy statement …, page 39
2. Per your response to prior comment 14 in your letter dated December 28, 2007,
please remove this risk factor.
 Proposal 1 – The Merger, page 79

3. We note your revised disclosure on page 79 and elsewhere in the proxy statement
regarding the issuance of restricted st ock units.  You disclose that “certain
employees of BGC and other persons w ho provide services to BGC” were
informed that they would receive RSU in terests in lieu of a portion of their
discretionary bonus for 2007.  It appears th at one group of employees is receiving
276,204 RSU interests and another is rece iving 1,220,772 RSU inte rests; briefly
disclose what the difference is between these two groups of  employees and why
they are receiving different amounts.  Also, your statement that the 1,220,772
BGC RSUs have “an aggregate es timated value of $1,862,425 and $10,589,451”
is unclear as it would app ear that you mean to disclose one total dollar amount
here or that you have omitted the number of RSUs that correlate to the second
dollar amount disclosed.
4. You disclose here that BGC Holdings ha s recently entered into an acquisition
agreement in connection with which it ha s agreed to issue $5 million of REUs
upon the closing of the merger.  Please el aborate upon the parties and purpose of
the acquisition agreement and explain as of  what date the value of the REUs will
be determined; provide an es timation of the number of REUs to be issued as of an
assumed date.

Compensation Discussion and Analysis, page 160
5. Please disclose the name of the comp ensation consultant that advised the
compensation committee.
6. You mention on page 162 that, follow ing the merger, the compensation
committee of the Combined Company will establish base salary and incentive
performance goals for the executive officer s of the Combined Company.  We also
note that the merger agreement contemplates certain employment agreements, as disclosed in detail on page 165.   Consid ering these employment agreements have
an initial term of three year s, it would appear that, at the very least, base salary
has already been set for th e executive officers of the Combined Company.  Please
revise or advise.

Howard W. Lutnick
eSpeed, Inc. February 7, 2008 Page 3
7. With respect to the poten tial payments upon change of control, please discuss and
analyze how the 200% of aggregate comp ensation and other amounts and periods
were negotiated and how and why the co mpany agreed to th e specified amounts
and periods.

*****

As appropriate, please amend your filing in  response to our comments.  You may
wish to provide us with marked copies of th e amendment to expedite our review.  Please
furnish a cover letter with your amendment th at keys your responses to our comments
and provides any requested information.  Deta iled cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
amendment and responses to our comments.
  Please contact Regina Balderas, Staf f Accountant, at (202) 551-3722 or Jim
Allegretto, Senior Assistant Chief Accountan t, at (202) 551-3720 w ith any questions on
the financial statements or related notes.  Pl ease contact Blair Petri llo, Staff Attorney, at
(202) 551-3550, Mara Ransom, Legal Branch Chief, at (202) 551-3264 or me at (202)
551-3725 with any other questions.           S i n c e r e l y ,             H. Christopher Owings
Assistant Director
   cc: Gavin D. Solotar  Wachtell, Lipton, Rosen & Katz

CORRESP
1
filename1.htm

Correspondence

 [Wachtell, Lipton, Rosen & Katz Letterhead]

 February 1, 2008

 VIA EDGAR AND FACSIMILE

 Mr. H. Christopher Owings

 Assistant Director

Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
eSpeed, Inc., Revised Preliminary Proxy Statement Relating to a Merger or Acquisition on Schedule 14A, filed November 6, 2007, as amended on December 28, 2007 and
February 1, 2008

File No. 0-28191

 Dear Mr. Owings:

 On behalf of eSpeed, Inc. (“eSpeed” or the “Company”), set forth below are the responses of eSpeed to the comments of
the staff of the Division of Corporation Finance (the “Staff”), regarding its filing referenced above, which you delivered in a letter dated January 24, 2008.

 We are providing under separate cover five copies of Amendment No. 2 to the above-referenced Proxy Statement (“Amendment
No. 2”), which reflects eSpeed’s responses and additional and revised disclosure. Two copies of Amendment No. 2 are marked to show changes from the filing of Amendment No. 1 to the above referenced Proxy Statement on
December 28, 2007. We are providing courtesy copies of Amendment No. 2, including a version marked for

 February 1, 2008

Page
 2

changes, to Regina Balderas, Staff Accountant, Will Choi, Accounting Branch Chief, Blair Petrillo, Staff Attorney, and Mara Ransom, Legal Branch Chief.

 For your convenience, the text of the Staff’s comments is set forth in bold text followed by the responses of eSpeed. All page
references in the responses set forth below refer to pages of the revised Proxy Statement.

 Preliminary Proxy Statement

 Summary, page 6

1.
We note your response to prior comment 6 of our letter dated December 6, 2007 and the accompanying revisions you have made to your disclosure. It does not appear, however,
that you address the latter portion of our comment as it relates to the ability of the Class B common stockholders to convert their shares into Class A Common Stock.

 Response: The Company has revised the Proxy Statement on pages 15 and 81 in response to the Staff’s comment.

2.
Please move your first full-length reference to restricted equity interests from page 11 to page 10, where you first refer to the term.

 Response: The Company has revised the Proxy Statement on pages 10 and 11 in response to the Staff’s comment.

3.
We note your response to prior comment 11 of our letter dated December 6, 2007 and the accompanying revisions you have made. It is still not clear, however, why you refer to
the ownership of the public stockholders in terms of economic and voting power of 40.7% and 11.2%, respectively, on pages 15 and 37 and 39.4% and 12.3%, respectively in the letter to shareholders, pages 2, 12 and 73. While the difference in amounts
is slight, explain why you believe it is necessary to refer to both of them.

 Response: The Company has revised the
Proxy Statement in the letter to shareholders and on pages 2, 12, 37, 73 and 77 to correct the disclosure in response to the Staff’s comment.

 Risk Factors, page 36

4.
It appears that the risk factor beginning on the bottom of page 42 addresses similar risks related to recruiting and retention as the last risk factor on page 37. Please consider
combining the risk factors in order to eliminate duplicative disclosure or revise them to distinguish the nature of the risks.

 Response: The Company has revised the risk factor beginning on page 37 of the Proxy Statement to clarify that it is focused primarily on the effect of the separation and merger, and the resulting organizational structure, on
retention and motivation of existing employees engaged in the BGC Business and, to a lesser extent, future employees, while the risk factor beginning on the bottom of page 42 of the Proxy Statement is focused

 February 1, 2008

Page
 3

generally on risks relating to future recruitment and employee retention due to the nature of the Combined Company’s business and the costs related
thereto.

5.
It appears that the two risk factors on page 63 address similar issues. Please consider combining them and reducing the amount of disclosure that appears within the risk factor.
For example, it appears the disclosure on page 64 under the bullet point “Corporate Opportunities” includes disclosure that mitigates the risk of Cantor using its control of the combined company in a detrimental manner. Please delete
disclosure that mitigates the risk being described.

 Response: The Company has deleted the first risk factor
appearing on page 63 of the Proxy Statement and revised the risk factor beginning on the bottom of page 63 of the Proxy Statement, including to eliminate any mitigating disclosure under “Corporate Opportunities” in response to the
Staff’s comment.

 Structure of the Combined Company, page 76

6.
We note your response to prior comment 19 to our letter dated December 6, 2007. Please disclose in the proxy statement how the one-to-one exchange ratio for the conversion
of BGC Holdings interests into common stock of the combined company was determined.

 Response: The Company has
revised the Proxy Statement on page 78 in response to the Staff’s comment.

 Background of the Merger, Page 81

7.
We note the revised disclosure in the last paragraph on page 83 regarding the meeting on April 5, 2007 that Cantor will have the ability to use the inter-dealer broker
technology to compete with the combined company. This disclosure appears to conflict with the disclosure in the last sentence on page 119 that indicates that Cantor cannot create an electronic brokerage system to compete with the company. Please
advise us as to why the statements are compatible or revise as appropriate.

 Response: The Company supplementally
advises the Staff, that at the April 5, 2007 meeting of the Special Committee, the Special Committee and its financial and legal advisors discussed Cantor’s then proposed terms for the merger, including Cantor’s proposal that it own
the inter-dealer broker technology and that such technology would be licensed to the Combined Company. Over the next few weeks, the Special Committee and Cantor continued to negotiate the proposed terms of the merger. On May 9, 2007, the
Special Committee, Cantor and their respective advisors agreed that the Combined Company would own the inter-dealer broker technology and that Cantor would be provided with a non-exclusive license to use this technology. At this meeting, Cantor also
agreed that it would not use or grant any aspect of the license to create a fully electronic brokerage system that competes with eSpeed’s fully electronic systems for U.S. Treasuries and foreign exchange. The Company has revised the Proxy
Statement on page 86 to clarify the disclosure regarding the May 9 negotiations.

 February 1, 2008

Page
 4

8.
We note your response to prior comment 30 to our letter dated December 6, 2007. Please add the disclosure regarding the fact that Sandler O’Neil will not be updating
their fairness opinion and did not consider the amendment to the merger agreement to the Summary.

 Response: The
Company has revised the Proxy Statement on page 89 in response to the Staff’s comment.

 The Merger Agreement, page 112

 Value of the Transaction, page 124

9.
Please move the disclosure regarding the value of the merger transaction forward to the section discussing the merger consideration on page 112 of the proxy statement.

 Response: The Company has revised the Proxy Statement to move such disclosure to page 114 of the Proxy Statement
in response to the Staff’s comment.

 Related Agreements, page 125

 Pre-Contribution Loan, page 127

10.
We note the disclosure added in response to prior comment 45 to our letter dated December 6, 2007. Please add additional detail regarding the specific “regulatory”
and “other business” reasons for the loans.

 Response: The Company has revised the Proxy Statement on
page 128 in response to the Staff’s comment.

 Compensation Discussion and Analysis, page 159

11.
Please update the information required by Item 402 of Regulation S-K to include information for the year ended December 31, 2007. See Question 4.01 in the questions and
answers regarding Item 402 of Regulation S-K under the Compliance and Disclosure Interpretations in the Corporation Finance section of the SEC website (http://www.sec.gov/divisions/corpfin/guidance.htm.). In doing so, please ensure that
you provide information regarding your incentive bonus targets for 2008 and the amounts of RSUs to be delivered in 2008 in lieu of cash compensation for 2007, if known.

 Response: The Company has revised the Proxy Statement from page 160 to page 184 in response to the Staff’s comment.

 February 1, 2008

Page
 5

 Incentive Bonus Compensation Targets for 2007, page 164

12.
We note your response to prior comment 57 to our letter dated December 6, 2007. Please clarify whether the bonuses that are expected to be paid to certain employees pursuant
to the merger in 2008 are in addition to any bonuses paid out of the Incentive Bonus Compensation to be granted for 2008.

 Response: The Company has revised the Proxy Statement beginning on page 165 in response to the Staff’s comment.

 Proposal 4
– Approval of Amended and Restated BGC Partners. Inc. Long Term

 Incentive Plan, Page 290

13.
Please provide the information missing on pages 292 and 293 in a timely manner so that we may have time to review the information before you mail the proxy statement.

 Response: The Company has revised the Proxy Statement on pages 294 and 295 in response to the Staff’s
comment.

 *     *     *

 Should you require further clarification of the matters discussed in this letter or in the revised Proxy
Statement, please contact the undersigned or my colleague Sarah A. Lewis at (212) 403-1000 (facsimile: (212) 403-2000).

 Sincerely,

 /s/ Gavin D. Solotar

cc:
Stephen M. Merkel

 Executive Vice
President, General Counsel and Secretary of eSpeed, Inc.

 Christopher T. Jensen

 George G. Yearsich

 Morgan, Lewis & Bockius LLP

Mail Stop 3561          January 24, 2008  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.
 Revised Preliminary Proxy Statement Relating to a Merger or Acquisition on Schedule 14A Filed December 28, 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.  Pl ease 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 numb ers set forth below refer to the tape-bound
courtesy copy of the revised preliminary proxy statement.
Summary, page 6

1. We note your response to prior comment 6 of our letter dated December 6, 2007
and the accompanying revisions you have ma de to your disclosure.  It does not
appear, however, that you addr ess the latter portion of our  comment as it relates to
the ability of the Class B common stockholde rs to convert their shares into Class
A Common Stock.
2. Please move your first full-length reference to restricted equity interests from
page 11 to page 10, where you first refer to the term.
3. We note your response to prior comment 11 of our letter dated December 6, 2007
and the accompanying revisions you have ma de.  It is still not clear, however,

Howard W. Lutnick
eSpeed, Inc.
January 24, 2008 Page 2
why you refer to the ownership of the pub lic stockholders in terms of economic
and voting power of 40.7% and 11.2%, respectively, on pages 15 and 37 and 39.4% and 12.3%, respectively in the letter  to shareholders, pages 2, 12 and 73.
While the difference in amounts is slight, explain why you believe it is necessary
to refer to both of them.
 Risk Factors, page 36

4. It appears that the risk  factor beginning on the bottom of page 42 addresses
similar risks related to recr uiting and retention as the la st risk factor on page 37.
Please consider combining the risk fact ors in order to e liminate duplicative
disclosure or revise them to dis tinguish the nature of the risks.
5. It appears that the two risk  factors on page 63 address similar issues.  Please
consider combining them and reducing th e amount of disclosure that appears
within the risk factor.  For example, it appears the disclosure  on page 64 under the
bullet point “Corporate Opport unities” includes disclosure that mitigates the risk
of Cantor using its control of the comb ined company in a detrimental manner.
Please delete disclosure that mitigates the risk being described.
 Structure of the Combined Company, page 76

6. We note your response to prior comment 19 to our letter dated December 6, 2007.
Please disclose in the proxy statement how the one-to-one exchange ratio for the
conversion of BGC Holdings interests into common stock of the combined
company was determined.

Background of the Merger, page 81
7. We note the revised disclosure in the last paragraph on page 83 regarding the
meeting on April 5, 2007 that Cantor will ha ve the ability to use the inter-dealer
broker technology to compete with the combined company.  This disclosure
appears to conflict with the disclosure in the last sentence on page 119 that
indicates that Cantor can not create an electronic brokerage system to compete
with the company.  Please advise us as to why the statements are compatible or
revise as appropriate.
8. We note your response to prior comment 30 to our letter dated December 6, 2007.
Please add the disclosure regarding the fact that Sandler O’Neill will not be
updating their fairness opinion and did not consider the amendment to the merger
agreement to the Summary.

Howard W. Lutnick
eSpeed, Inc.
January 24, 2008 Page 3   The Merger Agreement, page 112

Value of the Transaction, page 124
9. Please move the disclosure regarding the value of the merger transaction forward
to the section discussing the merger  consideration on page 112 of the proxy
statement.

Related Agreements, page 125
Pre-Contribution Loan, page 127
10. We note the disclosure adde d in response to prior comment 45 to our letter dated
December 6, 2007.  Please add additiona l detail regarding the specific
“regulatory” and “other busin ess” reasons for the loans.

Compensation Discussion and Analysis, page 159
11. Please update the information required by Item 402 of Regulation S-K to include
information for the year ended Dece mber 31, 2007.  See Question 4.01 in the
questions and answers regarding It em 402 of Regulation S-K under the
Compliance and Disclosure Interpretations in the Corporation Finance section of
the SEC website ( http://www.sec.gov/divisi ons/corpfin/guidance.htm .).  In doing
so, please ensure that yo u provide information rega rding your incentive bonus
targets for 2008 and the amounts of RSUs to  be delivered in 2008 in lieu of cash
compensation for 2007, if known.

Incentive Bonus Compensation Targets for 2007, page 164
12. We note your response to prior comment 57 to our letter dated December 6, 2007.
Please clarify whether the bonuses that ar e expected to be paid to certain
employees pursuant to the merger in 2008 are in addition to any bonuses paid out
of the Incentive Bonus Compensation to be granted for 2008.

Proposal 4 – Approval of Amended and Rest ated BGC Partners, Inc. Long Term
Incentive Plan, page 290
13. Please provide the information missing on pages 292 and 293 in a timely manner
so that we may have time to review the information before you mail the proxy
statement.
*****

As appropriate, please amend your filing in  response to our comments.  You may
wish to provide us with marked copies of th e amendment to expedite our review.  Please
furnish a cover letter with your amendment th at keys your responses to our comments

Howard W. Lutnick
eSpeed, Inc. January 24, 2008 Page 4  and provides any requested information.  Deta iled cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
amendment and responses to our comments.   Please contact Regina Balderas, Staf f Accountant, at (202) 551-3722 or Jim
Allegretto, Senior Assistant Chief Accountan t, at (202) 551-3720 w ith any questions on
the financial statements or related notes.  Pl ease contact Blair Petri llo, Staff Attorney, at
(202) 551-3550, Mara Ransom, Legal Branch Chief, at (202) 551-3264 or me at (202)
551-3725 with any other questions.           S i n c e r e l y ,             H. Christopher Owings
Assistant Director
  cc: Gavin D. Solotar
 Wachtell, Lipton, Rosen & Katz

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

Mail Stop 4561
          October 5, 2006

VIA U.S. MAIL AND FAX (212) 829-4708

Mr. Howard W. Lutnick
Chief Executive Officer
eSpeed, Inc.
110 East 59th
New York, NY 10022

Re: eSpeed, Inc.
 Form 10-K for the year ended December 31, 2005
 Filed March 15, 2006
File No. 0-28191

Dear Mr. Lutnick:

We have completed our review of your Form 10-K and do not, at this time, have any
further comments.

   Sincerely,

Josh Forgione
Assistant Chief Accountant

CORRESP
1
filename1.htm

September 20, 2006

Mr. Joshua S. Forgione
Assistant Chief Accountant
Division of Corporation Finance
Mail Stop 4561
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

Dear Mr. Forgione:

On behalf of eSpeed Inc. (the "Company"), we are writing in response to the
comment letter dated August 29, 2006 from you in connection with the comment
letter to the Company dated June 26, 2006 regarding the Company's Form 10-K for
the year ended December 31, 2005 as filed on March 15, 2006 (the "Form 10-K").

The Company has addressed all of your comments resulting in enhanced or
additional disclosures in the context of future filings.

For your convenience, the Company has restated your comments in full, and all of
the Company's responses are consistent with the numbering of the comments and
headings used in your letter.

Form 10-K for the year ended December 31, 2005
-----------------------------------------------

Note 9.  Commitments and Contingencies, page 73
-----------------------------------------------

     We have reviewed your response to comment #2. In your disclosure of the
     action commenced by Trading Technologies International, Inc., please
     clarify whether there is at least a reasonable possibility that a loss may
     have been incurred. If so, please revise to also give an estimate of the
     possible loss or range of loss or state that such an estimate cannot be
     made. Refer to paragraph 10 of SFAS 5 and SAB Topic 5Y. Please show us how
     you will revise your disclosure in response to this comment.

RESPONSE

Pursuant to paragraph 10 of SFAS 5, the Company included disclosure of the
litigation with Trading Technologies International, Inc. within the Legal
Matters section in the footnote entitled "Commitments and Contingencies" in the
Form 10-K and other applicable public filings with the Securities and Exchange
Commission because there is at least a reasonable possibility that a loss

may have been incurred by the Company in connection with such matter. The
Company intends to prospectively change the disclosure of this matter in its
Form 10-Q for the period ending September 30, 2006, by adding the following
sentence to the end of the disclosure: "The Company is unable to estimate a
possible loss or range of losses in connection with this matter."

Undertakings
------------

The Company hereby acknowledges the following:

     o  the Company is responsible for the adequacy and accuracy of the
        disclosure in the filing;

     o  staff comments or changes to disclosure in response to staff comments do
        not foreclose the Commission from taking any action with respect to the
        filing; and

     o  the Company may not assert staff comments as a defense in any proceeding
        initiated by the Commission or any person under the federal securities
        laws of the United States.

Any questions or comments regarding the foregoing should be directed to the
undersigned in New York at (212) 829-4704.

Very truly yours,

/s/ Frank V. Saracino
Frank V. Saracino
Vice President, Global Controller and Interim Chief Accounting Officer

                                      - 2 -

Mail Stop 4561
          August 29, 2006

VIA U.S. MAIL AND FAX (212) 829-4708

Mr. Howard W. Lutnick
Chief Executive Officer
eSpeed, Inc.
110 East 59th
New York, NY 10022

Re: eSpeed, Inc.
 Form 10-K for the year ended December 31, 2005
 Filed March 15, 2006
File No. 0-28191

Dear Mr. Lutnick:

We have reviewed your response letter filed July 14, 2006 and have the following
additional comment.  Please be as detailed as necessary in your explanation.  In our
comment, we may ask you to provide us with  information so we may better understand
your disclosure.  After reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements 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 comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Howard W . Lutnick
eSpeed, Inc.
August 29, 2006
Page 2

Form 10-K for the year ended December 31, 2005

Note 9. Commitments and Contingencies, page 73

1. We have reviewed your response to commen t #2.  In your disclosure of the action
commenced by Trading Technologies Internat ional, Inc., please clarify whether
there is at least a reasonable possibility that  a loss may have been incurred.  If so,
please revise to also give an estimate of  the possible loss or ra nge of loss or state
that such an estimate cannot be made. Refer to paragraph 10 of SFAS 5 and SAB
Topic 5Y.  Please show us how you will revise  your disclosure in response to this
comment.

*    *    *    *

A s appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter with your response that keys your responses to our  comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after reviewing your response to our comment.

If you have any questions, you may contact  Eric McPhee at (202) 551-3693 or me
at (202) 551-3431.

Sincerely,

Josh Forgione
Assistant Chief Accountant

CORRESP
1
filename1.htm

July
14,  2006

Mr.  Joshua
S.  Forgione
Assistant Chief Accountant
Division of
Corporation Finance
Mail Stop 4561
Securities and Exchange
Commission
100 F Street, N.E.
Washington, D.C. 20549

Dear Mr.  Forgione:

On behalf of
eSpeed Inc. ( the ‘‘Company’’), we are
writing in response to the comment letter dated June  26,
2006 from you in connection with the Company’s Form 10-K for the
year ended December  31,  2005 as filed on March
15,  2006.

The Company has addressed all of your
comments resulting in enhanced or additional disclosures in the context
of future filings.

For your convenience, the Company has
restated your comments in full, and all of the Company’s
responses are consistent with the numbering of the comments and
headings used in your letter.

Form 10-K for the year
ended December  31,  2005

Note 2.
Summary of Significant Accounting Policies, page
62

Revenue Recognition

Transaction
Revenues, page 62

1.
In future filings
please expand your revenue recognition policy disclosure to clarify how
revenues are earned in each of the various types of securities and
related transactions.

Response #1

The Company
intends to prospectively modify the language in the Transaction
Revenues section of Note 2, Summary of Significant Accounting Policies,
in its Form 10-Q for the period ended June  30,  2006, by
adding the following:

Transaction
Revenues:    The Company derives transaction revenues from
related and unrelated parties. The Company’s related party
transaction revenues, which consist of fully electronic, voice-assisted
brokerage and screen-assisted open outcry transaction revenues, are
generated when Cantor clears and/or transacts trades on or with the
assistance of the Company’s trading platform. Related party
transaction revenues are determined based on revenue sharing
arrangements and commission rates negotiated with Cantor (see Note 10,
Related Party Transactions, for more information regarding such
negotiated revenue sharing arrangements and commission rates for these
transactions). Unrelated party transaction revenues, which consist of
fully electronic transaction revenues, are generated from transactions
that are neither cleared nor transacted by Cantor. In the case of fixed
fee contracts, transaction revenues are recognized ratably over the
term of the contract. All other transaction revenues are recognized on
a trade date basis.

Note 9. Commitments and
Contingencies, page 73

2.
We note from your
disclosure that you establish legal reserves in accordance with SFAS 5.
Your description of each significant litigation matter does not provide
a sufficient explanation as to the probable outcome and or estimated
loss. Please revise your disclosure to clarify the nature of the
material loss contingencies recorded in your financial statements in
accordance with paragraph 9 of SFAS 5 and SAB Topic 5Y. In addition,
for loss contingencies where no accrual is made please clarify whether
there are any material contingent liabilities that are probable but not
reasonably estimable or reasonably possible. If so, please revise to
also provide the disclosures required by paragraph 10 of SFAS 5 and SAB
Topic 5Y. Please show us how you will revise your disclosure in
response to this comment.

Response #2

The Company
does not believe it has any material legal liabilities that are
probable but not reasonably estimable. The Company intends to
prospectively change Legal Matters in Note 7, Commitments and
Contingencies, in its Form 10-Q for the period ended June
30,  2006, as follows:

In the ordinary course of
business, various legal actions are brought and are pending against the
Company. In some of these actions, substantial amounts are claimed. The
Company is also involved, from time to time, in other reviews,
investigations and proceedings by governmental and self-regulatory
agencies (both formal and informal) regarding the Company’s
business. Any of such actions may result in judgments, settlements,
fines, penalties, injunctions or other relief.

Legal
reserves are established in accordance with SFAS No. 5,
Accounting for Contingencies, when a material legal liability is
both probable and reasonably estimable. Once established, reserves are
adjusted when there is more information available or when an event
occurs requiring a change. As of June  30,  2006, there
were no material legal contingencies for which the Company can estimate
a possible loss or a range of losses.

By Summons and
Complaint, dated October  30,  2002, eSpeed commenced an
action in New York State Supreme Court against Municipal Partners LLC
(‘‘MPLLC’’) seeking, among other things,
damages as a result of MPLLC’s breach of a License and Services
Agreement, under which MPLLC failed to pay eSpeed for ancillary
information technology services and products provided to eSpeed, and
failed to pay eSpeed a percentage of certain revenues derived by MPLLC
from electronic trading. On November  19,  2002, MPLLC
answered the Complaint. On April  1,  2004, MPLLC filed an
amended Answer and Counterclaim. On May  25,  2004, eSpeed
filed its reply to MPLLC’s Counterclaim. The parties have
suspended active litigation pending settlement discussions. The
proposed settlement arrangement does not involve any material payments
or other obligations by the Company.

In June
2003, the Company filed a patent infringement suit against BrokerTec
USA, LLC, BrokerTec Global, LLC, its parent, ICAP, PLC, Garban, LLC,
its technology provider, OM Technology, and its parent company, OM AB
(collectively, ‘‘BrokerTec’’), in the
United States District Court for the District of Delaware. The suit
centers on BrokerTec's and Garban's alleged infringement of
U.S. Patent No. 6,560,580 issued on May  6,  2003, which
expires in 2016, with respect to which eSpeed is the exclusive
licensee. The patent covers a system and methods for auction-based
trading of specialized items such as fixed income instruments. In a
pre-trial ruling on February  7,  2005, the U.S. District
Court in Delaware ruled that the BrokerTec ETN did not infringe the
Company’s 580 Patent. On February  22,  2005, the
jury found that the Garban GTN did infringe the Company’s 580
Patent but that there was a deficiency in the application which led to
the 580 Patent, finding that the Company ‘‘failed to
provide adequate written description of each and every element
recited’’ in certain claims of the 580 Patent. Both
parties requested attorneys' fees from the other party, which may
be awarded by the court in exceptional cases. By Memorandum Order,
dated December  5,  2005, the Court denied eSpeed's
Motion for Judgment as a Matter of Law, or, in the Alternative, for a
New Trial, and also denied BrokerTec's Motion for

2

Judgment as a Matter of Law on Invalidity and
Non-Infringement. In Post-Trial Findings of Fact and Conclusions
of Law dated February  22,  2006, the Court found that the
580 Patent was unenforceable due to inequitable conduct, but denied the
defendants’ request for an award of attorneys’ fees.
Final judgment was entered on April  3,  2006. By notice
dated April  27,  2006, the Company appealed to the U.S.
Court of Appeals for the Federal Circuit. BrokerTec did not appeal the
Court’s denial of attorneys’ fees.

In
August  2004, Trading Technologies International, Inc.
(‘‘TT’’) commenced an action in the United
States District Court, Northern District of Illinois, Eastern Division,
against the Company. In its complaint, TT alleged that the Company
infringed and continues to infringe U.S. Patent No. 6,766,304, which
issued on July  20,  2004 and U.S. Patent 6,772,132, which
issued on August  3,  2004. TT also filed a motion for
preliminary injunction seeking to preclude the Company from making,
selling, and offering to sell a product that allegedly infringes such
patents. A hearing on TT's motion for preliminary injunction was
held on December  2,  2004. On February  9,
2005, the Court denied TT's motion for a preliminary injunction.
The Court determined that the Company had not raised a substantial
question concerning the validity or infringement of the patents but
that TT had not proved that it would suffer irreparable harm absent an
injunction. A trial date for this case has not yet been set. On
March  16,  2005, TT filed an amended Complaint against the
Company and added infringement allegations against Ecco and ITSEcco. On
April  6,  2005, eSpeed and Ecco answered the Complaint in
which the Company denied the infringement allegations. At the same
time, eSpeed and Ecco filed a Counterclaim seeking a declaration that
the patents in suit are invalid, the Company does not make, use or sell
any product that infringes any claims of the patents in suit, and the
patents in suit are unenforceable because of inequitable conduct before
the U.S. Patent and Trademark Office during the prosecution of the
patents. On April  18,  2005, ITSEcco filed a motion to
dismiss TT's complaint against it for lack of personal
jurisdiction. TT agreed to dismiss ITSEcco from the lawsuit but added
eSpeed International and EccoWare LLC as defendants in a Second Amended
Complaint. On January  5,  2006, the Company answered
TT's Second Amended Complaint in which the Company denied the
infringement allegations. At the same time, the Company filed an
Amended Counterclaim seeking a declaration that the patents in suit are
invalid, the Company does not make, use or sell any product that
infringes any claims of the patents in suit, the patents in suit are
unenforceable because of inequitable conduct before the U.S. Patent and
Trademark Office during the prosecution of the patents, and the patents
are unenforceable due to TT's patent misuse. Discovery is
ongoing, and the Court consolidated for certain discovery and Markman
hearing purposes the Company’s case with other patent
infringement cases brought by TT against other defendants. A Markman
hearing currently is scheduled for June  1,  2006. No trial
date is currently set. If TT ultimately prevails in this litigation,
the Company may be required to pay TT damages and/or certain costs and
expenses, and the Company may be forced to modify or withdraw certain
products from the market. Both parties requested attorneys' fees
from the other party, which may be awarded by the Court in exceptional
cases.

In February  2005, Mircuz Partners, LLC
filed a purported class action complaint in the United States District
Court for the Southern District of New York against eSpeed, Cantor
Fitzgerald, L.P. and certain affiliated entities, as well as Howard
Lutnick and Lee Amaitis, on behalf of all persons who purchased the
securities of eSpeed from August  12,  2003 to July
1,  2004, alleging that eSpeed made ‘‘material
false positive statements during the class period’’ and
violated certain provisions to the U.S. Securities Exchange Act of
1934, as amended, and certain rules and regulations
thereunder. Two similar class action complaints were
subsequently filed. In May  2006, the Court entered a
Judgment in defendants’ favor. The time for the plaintiffs to
appeal the Judgment has expired and the case has been dismissed with
prejudice.

In addition to the matters discussed above,
the Company is involved in other legal proceedings that have arisen in
the ordinary course of business. None of the currently

3

pending matters is expected to have a material
adverse impact on the Company’s financial position but may be
material to the Company’s results of operations or cash flows in
a given period.

Note 12. Reverse Repurchase
Agreements, page 75

3.
Please revise your
disclosure to summarize the relevant terms of your repurchase agreement
with Cantor including, but not limited to, the types of assets held as
collateral, the interest rates used during the periods and how these
rates are determined or reset as well as the settlement provisions. In
addition, please tell us how your loans to Cantor, which are accounted
for as collateralized financing transactions, meet the definition of
cash equivalents. Refer to paragraph 7 – 10 of SFAS 95. Please
show us how you will revise your disclosure in response to this
comment.

Response #3

Paragraph 8 of statement 95
defines cash equivalents as ‘‘short-term, highly liquid
investments that are both a) readily convertible to known amounts of
cash and b) so near their maturity that they present insignificant risk
of changes in value because of changes in interest
rates.’’ The Company believes that the reverse repurchase
agreements it has entered into with Cantor meet the above requirements.
The reverse repurchase agreements, which are fully collateralized, are
transacted on an overnight basis through third-party custodians.
Accordingly, the reverse repurchase agreements are readily convertible
into the amount of cash stated in the agreements and, because the
agreements are on an overnight basis, there is an insignificant risk of
changes in value due to changes in interest rates.

The
Company intends to prospectively change its reverse repurchase
agreement disclosure in Note 9, Reverse Repurchase Agreements, in its
Form 10-Q for the period ended June  30,  2006, as
follows:

Cash and cash equivalents at June
30,  2006 and December  31,  2005 included
$140.7  million and $141.4  million, respectively, of
reverse repurchase agreements with Cantor. The Company enters into
reverse repurchase agreements with Cantor as short-term investments as
part of its overall cash management strategy. The Company’s
reverse repurchase agreements mature on a next day basis. Interest
rates for the reverse repurchase agreements are reset daily and
approximate market rates, which are based on the Fed Funds Rate and the
quality of the underlying collateral.

Reverse repurchase
agreements are accounted for as collateralized financing transactions
and are recorded at fair value, approximated by the contractual amount
for which the securities can be resold, including accrued interest. It
is the Company’s policy to require collateral with a market
value equal to or in excess of the principal amount deposited. All
collateral is held in third-party custodial accounts. The value and
eligibility of the collateral deposited are determined daily by the
third-party custodian, and the Company may require Cantor to deposit
additional collateral or return amounts deposited when appropriate.
Under the terms of these agreements, the securities collateralizing the
reverse repurchase agreements are not permitted to be resold or
repledged. Cash and collateral for each reverse repurchase agreement
are settled daily. Of the $140.7  million held in reverse
repurchase agreements as of June  30,  2006, $44.3
million is fully collateralized by U.S. government securities and
$96.4  million is fully collateralized by eligible equity
securities. The fair value of such collateral at June  30,
2006 and December  31,  2005 totaled $151.2  million
and $150.7  million, respectively.

Additionally,
the Company intends to prospectively change the language in the Cash
and Cash Equivalents section of Note 2, Summary of Significant
Accounting Policies, as follows:

The Company considers
all highly liquid investments with original maturity dates of 90 days
or less at the date of acquisition to be cash equivalents. Cash
equivalents consist of securities purchased under agreements to resell
(reverse repurchase agreements) transacted on an overnight basis for
the purpose of cash management and a money market fund. See Note 9,
Reverse Repurchase Arrangements, for more information regarding the
Company’s reverse repurchase arrangements.

4

Note 17. Options and Warrants,
pages 80-81

4.
Please tell us how you
considered the guidelines in Issues 24, 36 and 39 of EITF 00-23 in
evaluating whether any of the stock options granted during 2004 and
2005 represent replacement awards of options cancelled granted during
the respective years.

Response #4

The Company has
considered the guidance outlined in I