8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    FORM 8-K

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

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       Date of Report (Date of Earliest Event Reported): February 28, 2005


                           MAXCOR FINANCIAL GROUP INC.
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               (Exact Name of Registrant as Specified in Charter)


           Delaware                    0-25056                  59-3262958
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(State or Other Jurisdiction   (Commission File Number)     (I.R.S. Employer
     of Incorporation)                                     Identification No.)

                          One Seaport Plaza, 19th Floor
                               New York, New York
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                    (Address of Principal Executive Offices)

                                      10038
                                   ----------
                                   (Zip Code)

                                 (646) 346-7000
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              (Registrant's Telephone Number, Including Area Code)


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):

[_]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

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

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

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

                                   Page 1 of 3


Item 5.02.   Departure of Directors or Principal Officers; Election of
             Directors; Appointment of Principal Officers.

     (b) On March 4, 2005, Maxcor Financial Group Inc. ("Registrant") issued a
press release announcing, among other things, that it is currently holding
preliminary discussions with a potential acquirer and that Robin A. Clark has
resigned as a member of Registrant's Board of Directors. Mr. Clark's resignation
was tendered on February 28, 2005. The press release is furnished herewith and
attached hereto as Exhibit 99.1.

Item 8.01.   Other Events.

             See Item 5.02(b), above.

Item 9.01.   Financial Statements and Exhibits.

(c)          Exhibits.

             Press Release, dated March 4, 2005.


                                   Page 2 of 3


                                    SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.

                                               MAXCOR FINANCIAL GROUP INC.


                                               By: /s/ ROGER E. SCHWED
                                                  ------------------------------
                                                  Name:  Roger E. Schwed
                                                  Title: Secretary

Date: March 4, 2005


                                   Page 3 of 3

EX-99.1

                                                                    EXHIBIT 99.1


FOR IMMEDIATE RELEASE                                             [LOGO OMITTED]
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             MAXCOR IN PRELIMINARY BUSINESS COMBINATION DISCUSSIONS
             ------------------------------------------------------

     (New York - March 4, 2005) - Maxcor Financial Group Inc. (Nasdaq: MAXF)
today announced that it is currently holding preliminary discussions with a
potential acquirer. However, there can be no assurances as to whether Maxcor
will ultimately decide to pursue or be successful in completing a transaction or
the timing of any such transaction.

     Maxcor also announced that Robin A. Clark has resigned from the Board of
Directors of Maxcor. Mr. Clark, who has been in charge of running Maxcor's
London operations, has informed Maxcor that, in order to facilitate such
discussions, he has entered into employment agreements with the potential
acquirer which will become effective upon the earlier of expiration of Mr.
Clark's current employment agreement with Maxcor at the end of September 2006 or
completion of a transaction with such acquirer.

     Separately, Maxcor further announced that it expects to release its
earnings results for the fourth quarter and year-ended December 31, 2004 during
the week of March 7, 2005.


     For further information, please contact:

           Roger Schwed (Maxcor - New York)
           646-346-7000 (office)


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This release contains certain "forward-looking" statements made pursuant to the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. Wherever possible, we have identified these forward-looking statements by
words such as "believes," "anticipates," "expects," "intends" and similar
phrases. Such forward-looking statements, which describe our current beliefs
concerning future business conditions and the outlook for the Company, are
subject to significant uncertainties, many of which are beyond our control.
Actual results or performance could differ materially from what we expect.
Uncertainties include factors such as: market and economic conditions, including
the level of trading volumes in the instruments we broker and interest rate
volatilities; the effects of any terrorist acts or acts of war and governments'
military and other responses to them; the success of our technology development
and deployment; uncertainties and effects caused by the matters covered in this
announcement; the status of our relationships with employees, clients, business
partners, vendors and clearing firms; possible third-party litigations or
regulatory actions against us or other unanticipated contingencies; the scope of
our trading gains and losses; the actions of our competitors; and government
regulatory changes. Reference is made to the "Cautionary Statements" section of
our 2003 Annual Report on Form 10-K and to our subsequent filings with the
Securities and Exchange Commission for a fuller description of these and
additional uncertainties. The forward-looking statements made herein are only
made as of the date of this press release, and we do not undertake any
obligation to publicly update such forward-looking statements to reflect
subsequent events or circumstances.
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