UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2010

GFI GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware		000-51103		80-0006224
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

55 Water Street

New York, NY

10041

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 968-4100

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13.e-4(c)

Item 3.02. Unregistered Sales of Equity Securities.

On November 1, 2010, GFI Group Inc. (“GFI”) purchased the remaining 67% of an entity which conducts an over-the-counter brokerage business in the U.K. Following this acquisition, GFI now owns 100% of this entity. The purchase price consisted, in part, of 2,343,758 shares of common stock, par value $.01, of GFI Group Inc. (“Common Stock”) with an approximate value of $11.2 million based on the closing stock price of the Company’s Common Stock on Friday, October 29, 2010.

The issuance of the shares of Common Stock is exempt from the registration requirements under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of the Act as a transaction by an issuer not involving a public offering.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GFI GROUP INC.
Date: November 4, 2010
	By:	/s/ Scott Pintoff
	Name: Scott Pintoff
	Title: General Counsel