SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CF GROUP MANAGEMENT INC (Last) (First) (Middle) 499 PARK AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BGC Partners, Inc. [ BGCP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/06/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year) 05/10/2010	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.01 per share(1)	05/06/2010		C(1)(2)(3)		600,000(1)(2)(3)	A	$0	254,617(1)(2)(3)	I	See footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. CF Group Management, Inc. ("CFGM") is amending Row 2 of Table I in the Form 4 originally filed on May 10, 2010 for the purpose of correcting the number of shares of Class A Common Stock that CFGM indirectly beneficially owned following both the reported transaction and the distribution by Cantor Fitzgerald, L.P. ("CFLP") of shares of Class A Common Stock to satisfy certain of CFLP's deferred stock distribution obligations that CFLP has to certain current and former CFLP partners.

2. On May 6, 2010, CFLP converted 600,000 shares of Class B Common Stock into 600,000 shares of Class A Common Stock, of which 554,947 shares were distributed by CFLP on May 7, 2010 to certain current and former partners of CFLP to satisfy certain of CFLP's deferred stock distribution obligations that CFLP provided to such partners on April 1, 2008. In addition, because CFLP had previously distributed 77,791 shares of Class A Common Stock on March 23, 2010 and 71,622 shares of Class A Common Stock on April 12, 2010 to certain current and former partners of CFLP to satisfy certain of CFLP's deferred stock distribution obligations, after the distribution of the 554,947 shares of Class A Common Stock on May 7, 2010, CFGM had indirect beneficial ownership of 254,617 shares of Class A Common Stock (rather than the 404,030 shares previously reported). (Continue to footnote 3)

3. After CFLP's distribution of an aggregate of 704,360 shares of Class A Common Stock on March 23, 2010, April 12, 2010 and May 7, 2010, the aggregate number of remaining shares of Class A Common Stock subject to deferred stock distribution obligations that CFLP is required to distribute to current and former CFLP partners is 22,143,400.

4. CFGM is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all such shares in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

Remarks:

	/s/ Howard W. Lutnick, President	05/25/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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