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) |