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Exhibit 4.2  



	COMMON STOCK	 	 	 	COMMON STOCK
	

NUMBER	
 	

[GFI GROUP INC. LOGO]	
 	

SHARES
	
GFIG  	
 	

 	
 	

 
	
THIS CERTIFICATE IS TRANSFERABLE IN

CANTON, MA, JERSEY CITY, NJ OR NEW YORK, NY	
 	
GFI Group Inc.
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	
 	

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP 361652 20 9
	PAR VALUE $.01	 	 	 	 
	
THIS CERTIFIES THAT	
 	

 	
 	

 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	is the owner of:	 	 	 	 
	 	 	 	 	 





FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE OF
 GFI Group Inc. 


        The shares represented by this certificate are transferable only on the stock transfer books of the Corporation by the holder of record hereof, or
by his duly authorized attorney or legal representative, upon the surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held
subject to all the provisions of the Certificate of Incorporation and the Bylaws of the Corporation and any amendments thereto (copies of which are on file with the Transfer Agent), to all of which
provisions the holder by acceptance hereof, assents. 


        This
certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 


        IN
WITNESS THEREOF, GFI Group Inc. has caused this certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its
corporate seal to be hereunto affixed. 


Dated:




	/s/ MICHAEL GOOCH
 CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER	 	GFI GROUP INC.

CORPORATE

SEAL

2001

DELAWARE	 	/s/ SCOTT PINTOFF
 SECRETARY






©SECURITY
COLUMBIAN        UNITED STATES BANKNOTE COMPANY        1960 


COUNTERSIGNED
AND REGISTERED

EQUISERVE TRUST COMPANY, N.A.

TRANSFER AGENT

AND REGISTRAR 


BY        /s/ STEPHEN CESSO

AUTHORIZED SIGNATURE 









 
 

GFI Group Inc.    
    


        The Corporation is authorized to issue Common Stock, $.01 par value, which may be issued in one or more series. A statement of the respective powers,
designations, preferences and relative, participating, optional or other special rights of the Common Stock and any such series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights will be furnished without charge to the holder of record of this certificate upon written request to the Secretary of the Corporation. 


        The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations: 



	TEN COM	–as tenants in common	 	UNIF GIFT MIN ACT–	 	                     Custodian                
     
	TEN ENT	–as tenants by the entireties	 	 	 	    (Cust)
                                       (Minor)

	JT TEN	–as joint tenants with right

  of survivorship and not as

  tenants in common	 	 	 	under Uniform Gifts to Minors

Act                     
           (State)
	 	 	 	UNIF TRF MIN ACT–	 	                     Custodian (until age         )

  (Cust)
	 	 	 	 	 	                                        
                                      

(Minor)
	 	 	 	 	 	under Uniform Transfers to Minors Act

                    
     (State)




Additional abbreviations may also be used though not in the above list. 


        For
value received,
                                         
   hereby sell, assign and transfer unto 



	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFICATION NUMBER OF ASSIGNEE



	 	 
	

Please print or typewrite name and address including postal zip code of assignee
	


	


	

shares of Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	

 Attorney to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises.





	DATED	 	 	 	 
	 	 	
	 	 





	 	 	

	NOTICE:	 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
	
SIGNATURE(S) GUARANTEED:	
 	

 THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.















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GFI Group Inc.