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) April 4, 2005 (April 4, 2005)

                          MAXCOR FINANCIAL GROUP INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


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


                     One Seaport Plaza, 19th Floor
                        New York, New York 10038
      ------------------------------------------------------------------
                (Address of Principal Executive Offices)


Registrant's telephone number, including area code   (646) 346-7000
                                                   -----------------------------

--------------------------------------------------------------------------------
        (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):

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

|X|  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>

Item 1.01.    Entry into a Material Definitive Agreement

On April 4, 2005, Maxcor Financial Group Inc. (the "Company") entered into a
definitive merger agreement (the "Merger Agreement") with BGC Partners, L.P.
("BGC Partners") and Magnet Acquisition Corp. ("Magnet"), a wholly owned
subsidiary of BGC Partners.

Under the terms of the Merger Agreement, stockholders of the Company will
receive $14.00 per share in cash in a one-step merger transaction whereby
Magnet will merge with and into the Company (the "Merger"), and the Company
shall become a wholly owned subsidiary of BGC Partners.

The proposed Merger is subject to the terms and conditions set forth in the
Merger Agreement. These include, among other things, customary closing
conditions, including obtaining required regulatory approvals and the approval
of Maxcor's stockholders, as well as certain employee continuation thresholds.
The Merger does not require the further approval of BGC Partners or Magnet's
stockholders and is not conditioned upon receipt of financing by BGC Partners.
The Merger is expected to be completed during the second or third quarter of
2005.

In connection with the execution of the Merger Agreement, certain stockholders
of the Company, who own in the aggregate approximately 32% of the Company's
outstanding common stock, have entered into support agreements, dated as of
April 4, 2005 (collectively, the "Support Agreements"), pursuant to which,
among other things, such stockholders have agreed, subject to the terms and
conditions contained therein, to vote all of their shares of Company common
stock in favor of adoption of the Merger Agreement. The Support Agreements
would terminate upon a termination of the Merger Agreement. A form of the
Support Agreements is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.

There are no material relationships between BGC Partners or Magnet, on the one
hand, and the Company or any of its affiliates, on the other hand, other than
in respect of the Merger Agreement and the Support Agreements.

The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger
Agreement. A copy of the Merger Agreement is attached as Exhibit 2.1 to this
Current Report on Form 8-K and is incorporated by reference into this Item
1.01. The Merger Agreement has been included to provide you with information
regarding its terms. Except for its status as the original contractual
document that establishes and governs the legal relationship between the
Company and BGC Partners, we do not intend for its text to be a source of
factual or business or operational information about the Company. Such
information can be found elsewhere in the other public filings the Company
makes with the Securities and Exchange Commission, which are available without
charge at www.sec.gov. Reference is also hereby made to the press release
announcing the Merger Agreement, which is attached as Exhibit 99.2 to this
Current Report on Form 8-K and is incorporated by reference into this Item
1.01.

In connection with entering into the merger agreement, BGC's controlling
investor entered into an agreement to provide equity financing to Magnet
equal to or greater than the aggregate merger consideration and the stock
option cash-out payments, subject to the satisfaction of the conditions
under the merger agreement.  A copy of the equity commitment agreement is
attached hereto as Exhibit 99.3 and is incorporated herein by reference.

The Company will file a proxy statement and related documents with the
Securities and Exchange Commission (the "SEC") concerning the proposed Merger
(together, the "Merger Proxy Statement"). Holders of the Company's common
stock are urged to read the Merger Proxy Statement when it becomes available
because it will contain important information. In addition, the Company and
its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of the Company with respect to
the transactions contemplated by the Merger Agreement. Information about the
directors and executive officers of the Company, including their direct and
indirect interests, is available in the Company's proxy statement for its 2004
annual meeting of stockholders filed with the SEC on April 29, 2004 (the "2004
Proxy Statement") and will also be available in the Merger Proxy Statement
that the Company will file with the SEC in connection with the proposed
Merger. Investors may obtain a free copy of the 2004 Proxy Statement and will
be able to obtain the Merger Proxy Statement at the SEC's website
http://www.sec.gov. Investors will also be able to obtain a free copy of the
relevant documents filed by the Company by contacting the Company at: One
Seaport Plaza, 19th Floor, New York, NY 10038, (646) 346-7000 or online at
http://www.maxf.com.

Item 3.03         Material Modification to Rights of Security Holders

In connection with the Merger Agreement, the Board of Directors of the Company
authorized Amendment No. 2 to the Rights Agreement (the "Second Amendment"),
dated as of December 6, 1996, between the Company (formerly known as Financial
Services Acquisition Corporation), and Continental Stock Transfer & Trust
Company, as rights agent, as amended by Amendment No. 1, dated as of July 26,
2001, and as modified by the agreement on removal of rights agent and
appointment of successor rights agent, dated as of September 9, 2003, by and
among the Company, Continental Stock Transfer & Trust Company and the Bank of
New York (together, the "Rights Agreement"). Capitalized terms used in this
Item 3.03 but not defined herein shall have the meanings assigned thereto in
the Rights Agreement.

Pursuant to the Second Amendment, none of BGC Partners or Magnet or any of
their Affiliates or Associates shall be deemed an Acquiring Person and no
Stock Acquisition Date, Distribution Date, Section 11(a)(ii) Event, Section 13
Event or Triggering Event shall be deemed to have occurred in connection with
the Merger Agreement or the Support Agreements or the transactions
contemplated thereby. The Second Amendment also provides that the Rights
Agreement will become void and have no effect as of the effective time of the
Merger.

The foregoing description of the Second Amendment does not purport to be
complete and is qualified in its entirety by reference to the Second
Amendment. The Second Amendment is attached as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated by reference into this Item 3.03.

Item 9.01         Financial Statements and Exhibits


Exhibits

    Exhibit No.         Description
    -----------         -----------

        2.1             Agreement and Plan of Merger, dated April 4, 2005, by
                        and among the Company, BGC Partners and Magnet. Filed
                        without schedules. The Company agrees to furnish a
                        copy of any such schedule to the Securities and
                        Exchange Commission upon request.

        4.1             Amendment No. 2. to Rights Agreement, dated as of
                        April 4, 2005, between the Company and The Bank of New
                        York.

        99.1            Form of Support Agreement with certain stockholders of
                        the Company.

        99.2            Press Release, dated April 4, 2005, announcing the
                        execution of the Merger Agreement.

        99.3            Equity Commitment Letter Agreement, dated April 4, 2005.
<PAGE>


                                  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.

                          MAXCOR FINANCIAL GROUP INC.


Date:  April 4, 2005                    By:  /s/ Roger E. Schwed
                                            ------------------------------------
                                              Name: Roger E. Schwed
                                              Title: Secretary

<PAGE>


                                 EXHIBIT INDEX

    Exhibit No.         Description
    -----------         -----------

        2.1             Agreement and Plan of Merger, dated April 4, 2005, by
                        and among the Company, BGC Partners and Magnet. Filed
                        without schedules. The Company agrees to furnish a
                        copy of any such schedule to the Securities and
                        Exchange Commission upon request.

        4.1             Amendment No. 2. to Rights Agreement, dated as of
                        April 4, 2005, between the Company and The Bank of New
                        York.

        99.1            Form of Support Agreement with certain stockholders of
                        the Company.

        99.2            Press Release, dated April 4, 2005, announcing the
                        execution of the Merger Agreement.

        99.3            Equity Commitment Letter Agreement, dated April 4, 2005.
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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) April 4, 2005 (April 4, 2005)

                          MAXCOR FINANCIAL GROUP INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

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

                     One Seaport Plaza, 19th Floor
                        New York, New York 10038
      ------------------------------------------------------------------
                (Address of Principal Executive Offices)

Registrant's telephone number, including area code   (646) 346-7000
                                                   -----------------------------

--------------------------------------------------------------------------------
        (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):

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

|X|  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))
Item 1.01.    Entry into a Material Definitive Agreement

On April 4, 2005, Maxcor Financial Group Inc. (the "Company") entered into a
definitive merger agreement (the "Merger Agreement") with BGC Partners, L.P.
("BGC Partners") and Magnet Acquisition Corp. ("Magnet"), a wholly owned
subsidiary of BGC Partners.

Under the terms of the Merger Agreement, stockholders of the Company will
receive $14.00 per share in cash in a one-step merger transaction whereby
Magnet will merge with and into the Company (the "Merger"), and the Company
shall become a wholly owned subsidiary of BGC Partners.

The proposed Merger is subject to the terms and conditions set forth in the
Merger Agreement. These include, among other things, customary closing
conditions, including obtaining required regulatory approvals and the approval
of Maxcor's stockholders, as well as certain employee continuation thresholds.
The Merger does not require the further approval of BGC Partners or Magnet's
stockholders and is not conditioned upon receipt of financing by BGC Partners.
The Merger is expected to be completed during the second or third quarter of
2005.

In connection with the execution of the Merger Agreement, certain stockholders
of the Company, who own in the aggregate approximately 32% of the Company's
outstanding common stock, have entered into support agreements, dated as of
April 4, 2005 (collectively, the "Support Agreements"), pursuant to which,
among other things, such stockholders have agreed, subject to the terms and
conditions contained therein, to vote all of their shares of Company common
stock in favor of adoption of the Merger Agreement. The Support Agreements
would terminate upon a termination of the Merger Agreement. A form of the
Support Agreements is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.

There are no material relationships between BGC Partners or Magnet, on the one
hand, and the Company or any of its affiliates, on the other hand, other than
in respect of the Merger Agreement and the Support Agreements.

The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger
Agreement. A copy of the Merger Agreement is attached as Exhibit 2.1 to this
Current Report on Form 8-K and is incorporated by reference into this Item
1.01. The Merger Agreement has been included to provide you with information
regarding its terms. Except for its status as the original contractual
document that establishes and governs the legal relationship between the
Company and BGC Partners, we do not intend for its text to be a source of
factual or business or operational information about the Company. Such
information can be found elsewhere in the other public filings the Company
makes with the Securities and Exchange Commission, which are available without
charge at www.sec.gov. Reference is also hereby made to the press release
announcing the Merger Agreement, which is attached as Exhibit 99.2 to this
Current Report on Form 8-K and is incorporated by reference into this Item
1.01.

In connection with entering into the merger agreement, BGC's controlling
investor entered into an agreement to provide equity financing to Magnet
equal to or greater than the aggregate merger consideration and the stock
option cash-out payments, subject to the satisfaction of the conditions
under the merger agreement.  A copy of the equity commitment agreement is
attached hereto as Exhibit 99.3 and is incorporated herein by reference.

The Company will file a proxy statement and related documents with the
Securities and Exchange Commission (the "SEC") concerning the proposed Merger
(together, the "Merger Proxy Statement"). Holders of the Company's common
stock are urged to read the Merger Proxy Statement when it becomes available
because it will contain important information. In addition, the Company and
its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of the Company with respect to
the transactions contemplated by the Merger Agreement. Information about the
directors and executive officers of the Company, including their direct and
indirect interests, is available in the Company's proxy statement for its 2004
annual meeting of stockholders filed with the SEC on April 29, 2004 (the "2004
Proxy Statement") and will also be available in the Merger Proxy Statement
that the Company will file with the SEC in connection with the proposed
Merger. Investors may obtain a free copy of the 2004 Proxy Statement and will
be able to obtain the Merger Proxy Statement at the SEC's website
http://www.sec.gov. Investors will also be able to obtain a free copy of the
relevant documents filed by the Company by contacting the Company at: One
Seaport Plaza, 19th Floor, New York, NY 10038, (646) 346-7000 or online at
http://www.maxf.com.

Item 3.03         Material Modification to Rights of Security Holders

In connection with the Merger Agreement, the Board of Directors of the Company
authorized Amendment No. 2 to the Rights Agreement (the "Second Amendment"),
dated as of December 6, 1996, between the Company (formerly known as Financial
Services Acquisition Corporation), and Continental Stock Transfer & Trust
Company, as rights agent, as amended by Amendment No. 1, dated as of July 26,
2001, and as modified by the agreement on removal of rights agent and
appointment of successor rights agent, dated as of September 9, 2003, by and
among the Company, Continental Stock Transfer & Trust Company and the Bank of
New York (together, the "Rights Agreement"). Capitalized terms used in this
Item 3.03 but not defined herein shall have the meanings assigned thereto in
the Rights Agreement.

Pursuant to the Second Amendment, none of BGC Partners or Magnet or any of
their Affiliates or Associates shall be deemed an Acquiring Person and no
Stock Acquisition Date, Distribution Date, Section 11(a)(ii) Event, Section 13
Event or Triggering Event shall be deemed to have occurred in connection with
the Merger Agreement or the Support Agreements or the transactions
contemplated thereby. The Second Amendment also provides that the Rights
Agreement will become void and have no effect as of the effective time of the
Merger.

The foregoing description of the Second Amendment does not purport to be
complete and is qualified in its entirety by reference to the Second
Amendment. The Second Amendment is attached as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated by reference into this Item 3.03.

Item 9.01         Financial Statements and Exhibits

Exhibits

    Exhibit No.         Description
    -----------         -----------

        2.1             Agreement and Plan of Merger, dated April 4, 2005, by
                        and among the Company, BGC Partners and Magnet. Filed
                        without schedules. The Company agrees to furnish a
                        copy of any such schedule to the Securities and
                        Exchange Commission upon request.

        4.1             Amendment No. 2. to Rights Agreement, dated as of
                        April 4, 2005, between the Company and The Bank of New
                        York.

        99.1            Form of Support Agreement with certain stockholders of
                        the Company.

        99.2            Press Release, dated April 4, 2005, announcing the
                        execution of the Merger Agreement.

        99.3            Equity Commitment Letter Agreement, dated April 4, 2005.
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.

                          MAXCOR FINANCIAL GROUP INC.

Date:  April 4, 2005                    By:  /s/ Roger E. Schwed
                                            ------------------------------------
                                              Name: Roger E. Schwed
                                              Title: Secretary
EXHIBIT INDEX

    Exhibit No.         Description
    -----------         -----------

        2.1             Agreement and Plan of Merger, dated April 4, 2005, by
                        and among the Company, BGC Partners and Magnet. Filed
                        without schedules. The Company agrees to furnish a
                        copy of any such schedule to the Securities and
                        Exchange Commission upon request.

        4.1             Amendment No. 2. to Rights Agreement, dated as of
                        April 4, 2005, between the Company and The Bank of New
                        York.

        99.1            Form of Support Agreement with certain stockholders of
                        the Company.

        99.2            Press Release, dated April 4, 2005, announcing the
                        execution of the Merger Agreement.

        99.3            Equity Commitment Letter Agreement, dated April 4, 2005.