SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the Quarterly Period Ended March 31, 2005


                         Commission File Number 0-25056
                                                -------

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


             Delaware                                         59-3262958
  -------------------------------                          ----------------
  (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                       Identification Number)


                         One Seaport Plaza - 19th Floor
                            New York, New York 10038
                     ---------------------------------------
                     (Address of principal executive office)

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


                  Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

                  Yes [X]                            No [ ]

                  Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

                  Yes [ ]                            No [X]

                  The number of shares of common stock, par value $.001 per
share, of the registrant outstanding as of May 13, 2005 was 6,812,232.

                        The Exhibit Index is on Page 26.

                               Page 1 of 29 Pages
<PAGE>

                           MAXCOR FINANCIAL GROUP INC.

                                      INDEX
                                      -----

                                                                            Page
                                                                            ----

                          PART I. FINANCIAL INFORMATION

   Item 1. Financial Statements (Unaudited):                                  3

         Consolidated Statements of Financial Condition                       4

         Consolidated Statements of Operations                                5

         Consolidated Statements of Changes in Stockholders' Equity           6

         Consolidated Statements of Cash Flows                                7

         Notes to the Consolidated Financial Statements                       9

   Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations                             16

   Item 3. Quantitative and Qualitative Disclosures about Market Risk        23

   Item 4. Controls and Procedures                                           23


                           PART II. OTHER INFORMATION

   Item 1. Legal Proceedings                                                 23

   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds       24

   Item 6. Exhibits                                                          24

   Signatures                                                                25

   Exhibit Index                                                             26

                               Page 2 of 29 Pages
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)




                           MAXCOR FINANCIAL GROUP INC.
                           ---------------------------
                        CONSOLIDATED FINANCIAL STATEMENTS
                        ---------------------------------
                                 MARCH 31, 2005
                                 --------------
                                   (Unaudited)




                               Page 3 of 29 Pages

<PAGE>

                           MAXCOR FINANCIAL GROUP INC.
                           ---------------------------
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 ----------------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
ASSETS                                                                March 31, 2005     December 31, 2004
------                                                              -----------------    -----------------
<S>                                                                 <C>                  <C>
Cash and cash equivalents                                           $      35,802,869    $      52,075,105
Securities purchased under agreements to resell                             8,497,559          123,649,872
Deposits with clearing organizations                                        6,318,053            8,315,307
Receivable from broker-dealers, customers and clearing
  organizations                                                            28,901,583           24,024,898
Securities failed-to-deliver                                               10,885,734           31,441,349
Securities owned, held at clearing firm                                    22,133,384           22,229,002
Prepaid expenses and other assets                                           9,070,783            6,685,303
Deferred tax asset                                                            596,224              826,020
Fixed assets                                                               11,689,174           12,172,222
                                                                    -----------------    -----------------

Total assets                                                        $     133,895,363    $     281,419,078
                                                                    =================    =================

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Liabilities:
  Securities sold under agreements to repurchase                    $                    $     123,608,555
  Payable to broker-dealer                                                  8,628,430           11,578,831
  Securities failed-to-receive                                             19,356,358           31,433,246
  Securities sold, not yet purchased                                            4,182               36,255
  Accounts payable and accrued liabilities                                 18,599,650           18,568,916
  Accrued compensation payable                                             17,534,869           27,007,632
  Income taxes payable                                                      1,242,983              178,107
  Deferred tax liability                                                    3,391,425            3,650,414
  Obligations under capitalized leases                                        190,809              210,636
  Revolving credit facility                                                 5,000,000            5,000,000
                                                                    -----------------    -----------------
     Total liabilities                                                     73,948,706          221,272,592
                                                                    -----------------    -----------------

Commitments and contingencies
Stockholders' equity:
  Preferred stock, $.001 par value, 1,000,000 shares authorized;
     none issued at March 31, 2005 and December 31, 2004
  Common stock, $.001 par value, 30,000,000 shares authorized;
     12,885,376 shares issued at March 31, 2005 and December
     31, 2004                                                                  12,885               12,885
  Additional paid-in capital                                               39,279,303           39,279,303
  Treasury stock at cost; 6,073,144 and 6,018,772 shares of
     common stock held at March 31, 2005 and December 31,
     2004, respectively                                            (       20,917,083)  (       20,430,471)
  Retained earnings                                                        39,440,426           38,953,787
  Accumulated other comprehensive income:
     Foreign currency translation adjustments                               2,131,126            2,330,982
                                                                    -----------------    -----------------
     Total stockholders' equity                                            59,946,657           60,146,486
                                                                    -----------------    -----------------

   Total liabilities and stockholders' equity                       $     133,895,363    $     281,419,078
                                                                    =================    =================
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                               Page 4 of 29 Pages
<PAGE>

                           MAXCOR FINANCIAL GROUP INC.
                           ---------------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (Unaudited)

                                                  For the Three Months Ended
                                               --------------------------------
                                               March 31, 2005    March 31, 2004
                                               --------------    --------------
Revenues:
  Commission income                            $   48,508,433    $   48,050,301
  Principal transactions, net                         459,372         3,500,510
  Interest income                                   1,270,933         1,926,968
  Other                                       (       544,540)  (       375,616)
                                               --------------    --------------
Gross revenues                                     49,694,198        53,102,163
Interest expense on securities indebtedness           958,199         1,695,279
                                               --------------    --------------
Net revenues                                       48,735,999        51,406,884
                                               --------------    --------------

Costs and expenses:
  Compensation and related costs                   34,492,877        33,975,005
  Communication costs                               3,793,173         3,373,424
  Travel and entertainment                          2,525,740         2,774,983
  Occupancy and equipment rental                    1,862,145         2,571,920
  Clearing and execution fees                         973,566         1,012,354
  Depreciation and amortization                       850,847           809,143
  Other interest expense                               32,561            53,249
  General, administrative and other expenses        2,341,318         1,904,804
                                               --------------    --------------
                                                   46,872,227        46,474,882
                                               --------------    --------------

Income before provision for income taxes            1,863,772         4,932,002

Provision for income taxes                            951,369         2,326,562
                                               --------------    --------------

Net income                                     $      912,403    $    2,605,440
                                               ==============    ==============


Basic earnings per share                       $          .13    $          .36

Diluted earnings per share                     $          .12    $          .32

Cash dividends per share of common stock       $        .0625    $        .0625


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                               Page 5 of 29 Pages
<PAGE>

                           MAXCOR FINANCIAL GROUP INC.
                           ---------------------------
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
           ----------------------------------------------------------
           FOR THE PERIODS ENDED DECEMBER 31, 2004 AND MARCH 31, 2005
           ----------------------------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                         Accumulated
                                                           Additional                                      Other
                            Comprehensive      Common       Paid-in       Treasury        Retained      Comprehensive
                               Income          Stock        Capital         Stock         Earnings         Income          Total
                            ------------    ------------  ------------   ------------   ------------    ------------   ------------
<S>                         <C>             <C>           <C>           <C>             <C>             <C>            <C>
Balance at
   December 31, 2003                        $     12,795  $ 38,718,445  ($ 16,771,571)  $ 36,178,583    $  1,906,250   $ 60,044,502

Comprehensive income

Net income for the year
 ended December 31, 2004    $  4,535,816                                                   4,535,816                      4,535,816

Foreign currency
 translation adjustment
 (inclusive of income
 tax benefit of $193,856)        424,732                                                                     424,732        424,732
                            ------------
Comprehensive income        $  4,960,548
                            ============

Exercise of stock
  options, including
  tax benefit of $233,131
  (89,844 shares, net)                                90       560,858  (       8,063)                                      552,885

Acquisition of treasury                                                 (   3,650,837)                                (   3,650,837)
  stock (361,963 shares)

Common stock dividends                                                                 (   1,760,612)                 (   1,760,612)
                                            ------------  ------------   ------------   ------------    ------------   ------------

Balance at
  December 31, 2004                               12,885    39,279,303  (  20,430,471)    38,953,787       2,330,982     60,146,486

Comprehensive income

Net income for the
 three months ended
 March 31, 2005             $    912,403                                                     912,403                        912,403

Foreign currency
 translation adjustment
 (net of income tax
 benefit of $54,968)       (     199,856)                                                              (     199,856) (     199,856)
                            ------------
Comprehensive income        $    712,547
                            ============
Acquisition of
 treasury stock                                                         (     486,612)                                (     486,612)
 (54,372 shares)

Common stock dividends                                                                 (     425,764)                 (     425,764)
                                            ------------  ------------   ------------   ------------    ------------   ------------

Balance at
 March 31, 2005                             $     12,885  $ 39,279,303  ($ 20,917,083)  $ 39,440,426    $  2,131,126   $ 59,946,657
                                            ============  ============   ============   ============    ============   ============
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                               Page 6 of 29 Pages
<PAGE>

                           MAXCOR FINANCIAL GROUP INC.
                           ---------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                            For the Three Months Ended
                                                                        ----------------------------------
                                                                        March 31, 2005     March 31, 2004
                                                                        ---------------    ---------------
<S>                                                                     <C>                <C>
Cash flows from operating activities:
     Net income                                                         $       912,403    $     2,605,440
     Adjustments to reconcile net income to net cash used in
      operating activities:
       Depreciation and amortization                                            850,847            809,143
       Provision for doubtful accounts                                            3,423             11,064
       Gain on disposal of fixed assets                                                   (         37,267)
       Unfunded losses of contractual arrangements                              527,197            318,561
       Deferred income taxes                                           (         35,139)  (        158,090)
       Income tax benefit on stock options exercised                                                63,619
     Change in assets and liabilities:
       Decrease in securities purchased under agreements to resell          115,152,313      1,095,000,816
       Decrease (increase) in deposits with clearing organizations            1,997,254   (      2,474,166)
       Increase in receivable from broker-dealers, customers and
         clearing organizations                                        (      5,048,023)  (     14,851,496)
       Decrease in securities failed-to-deliver                              20,555,615          8,234,863
       Decrease (increase) in securities owned, held at clearing
         firm                                                                    79,947   (     35,654,326)
       (Increase) decrease in prepaid expenses and other assets        (      2,441,522)           599,668
       Decrease in securities sold under agreements to repurchase      (    123,608,555)  (  1,128,125,472)
       (Decrease) increase in payable to broker-dealers and
         customers                                                     (      2,950,401)         6,270,471
       (Decrease) increase in securities failed-to-receive             (     12,076,888)        10,834,530
       (Decrease) increase in securities sold, not yet purchased       (         32,073)        47,351,642
       Decrease in accounts payable and accrued liabilities            (        287,503)  (      1,614,896)
       Decrease in accrued compensation payable                        (      9,278,349)  (     10,915,804)
       Increase in income taxes payable                                       1,067,216            827,963
                                                                        ---------------    ---------------
           Net cash used in operating activities                       (     14,612,238)  (     20,903,737)
                                                                        ---------------    ---------------

Cash flows from investing activities:
     Purchase of fixed assets                                          (        397,179)  (        866,567)
     Proceeds from the sale of fixed assets                                                        220,593
                                                                        ---------------    ---------------
           Net cash used in investing activities                       (        397,179)  (        645,974)
                                                                        ---------------    ---------------
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                               Page 7 of 29 Pages
<PAGE>

                           MAXCOR FINANCIAL GROUP INC.
                           ---------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                             (Unaudited) (Continued)

<TABLE>
<CAPTION>
                                                           For the Three Months Ended
                                                        --------------------------------
                                                        March 31, 2005    March 31, 2004
                                                        --------------    --------------
<S>                                                     <C>               <C>
Cash flows from financing activities:
    Proceeds from exercise of options                                            190,711
    Repayments under revolving credit facility, net                      (     2,500,000)
    Repayment of obligations under capitalized leases  (        16,809)  (        29,510)
    Common stock dividends                             (       425,764)  (       447,389)
    Acquisition of treasury stock                      (       486,612)  (       281,250)
                                                        --------------    --------------
        Net cash used in financing activities          (       929,185)  (     3,067,438)
                                                        --------------    --------------

Effect of exchange rate changes on cash                (       333,634)          406,374
                                                        --------------    --------------

Net decrease in cash and cash equivalents              (    16,272,236)  (    24,210,775)

Cash and cash equivalents at beginning of period            52,075,105        67,170,247
                                                        --------------    --------------

Cash and cash equivalents at end of period              $   35,802,869    $   42,959,472
                                                        ==============    ==============

Supplemental disclosures of cash flow information:

Interest paid                                           $    1,547,365    $    1,667,619
Income taxes paid                                              409,031           990,612
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                               Page 8 of 29 Pages
<PAGE>

                           MAXCOR FINANCIAL GROUP INC.
                           ---------------------------
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION:
-----------------------------------------------

Maxcor Financial Group Inc. ("MFGI") is a publicly-held financial services
holding company that was incorporated in Delaware in 1994. In August 1996, MFGI
acquired Euro Brokers Investment Corporation ("EBIC"), a privately held
international and domestic inter-dealer broker.

EBIC, incorporated in December 1986 in connection with a management buyout of
predecessor operations dating to 1970, through its subsidiaries and businesses
is primarily an inter-dealer broker of money market instruments, derivative
products and selected securities, with principal offices in New York, London and
Tokyo, other offices in Stamford (CT), Switzerland and Mexico, as well as
correspondent relationships with other brokers throughout the world. Maxcor
Financial Inc. ("MFI"), a U.S. registered broker-dealer subsidiary, also
conducts institutional sales and trading operations in various fixed income and
equity securities.

The consolidated financial statements include the accounts of MFGI and its
majority-owned subsidiaries and other entities over which it exercises control
(collectively, the "Company"). All significant intercompany balances and
transactions have been eliminated.

The accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair statement have
been included. Certain reclassifications have been made to previously reported
balances to conform with the current presentation. Operating results for the
interim period ended March 31, 2005 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2005. For further
information, refer to the audited consolidated financial statements of the
Company included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2004 ("2004 Form 10-K").

                               Page 9 of 29 Pages
<PAGE>

NOTE 2 - EARNINGS PER SHARE:
---------------------------

The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share computations for the three month periods
respectively ended March 31, 2005 and March 31, 2004:

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                       -------------------------------
                                                       March 31, 2005   March 31, 2004
                                                       --------------   --------------
<S>                                                    <C>              <C>
Net income                                             $      912,403   $    2,605,440

Weighted average common shares outstanding - basic
    calculations                                            6,823,760        7,153,981
Dilutive effect of stock options and warrants                 686,961          928,533
                                                       --------------   --------------
Weighted average common shares outstanding - diluted
    calculations                                            7,510,721        8,082,514

Basic earnings per share                               $          .13   $          .36

Diluted earnings per share                             $          .12   $          .32

Antidilutive common stock equivalents:
    Options                                                   220,000
</TABLE>


NOTE 3 - SIGNED MERGER AGREEMENT:
---------------------------------

In April 2005, the Company entered into a definitive merger agreement with BGC
Partners, L.P. ("BGC Partners") and Magnet Acquisition Corp., a wholly-owned
subsidiary of BGC Partners, pursuant to which Magnet Acquisition Corp. will
merge with and into MFGI following satisfaction or waiver of the conditions to
closing set forth in the merger agreement. These conditions include adoption of
the merger agreement by a vote of the holders of a majority of the Company's
outstanding shares of common stock at a special meeting of stockholders, which
has been scheduled for May 18, 2005, and the receipt of certain regulatory
approvals.

Following completion of the merger, MFGI will become a wholly-owned subsidiary
of BGC Partners, and the Company's common stock will no longer be quoted on The
Nasdaq Stock Market and will no longer be publicly traded or held. BGC Partners
is a subsidiary of Cantor Fitzgerald, L.P. and owns entities engaged in the
inter-dealer brokering of various fixed income securities and derivatives.

Pursuant to the terms of the merger agreement, upon completion of the merger the
Company's stockholders (other than dissenting stockholders who perfect their
appraisal rights in accordance with Delaware law) will be entitled to receive
$14.00 per share in cash, without interest, for each share of the Company's
common stock owned by them. In addition, each holder of an outstanding option to
acquire the Company's common stock, whether or not exercisable, will be entitled
to receive a cash amount (net of applicable withholdings) equal to the excess of
$14.00 over the per share exercise price of the option, multiplied by the number
of remaining unexercised shares that are subject to the option.

                              Page 10 of 29 Pages
<PAGE>

NOTE 4 - STOCKHOLDERS' EQUITY:
-----------------------------

Preferred stock:
---------------

Pursuant to the Company's adoption of a shareholder rights plan (the "Plan") in
December 1996, the Company authorized the creation of Series A Junior
Participating Preferred Stock and reserved 300,000 shares thereof for issuance
upon exercise of the rights that, pursuant to the Plan, were at the time
dividended to holders of common stock. In April 2005, the Plan was amended to
exclude BGC Partners as an Acquiring Person (as defined).

Common stock, options and warrants:
----------------------------------

At December 31, 2004, the Company had 6,866,604 shares of common stock
outstanding and held 6,018,772 shares in treasury.

During the three months ended March 31, 2005, the Company repurchased 54,372
shares under its existing share repurchase program for an aggregate purchase
price of $486,612. This program was authorized by the Board of Directors in July
2001 and was expanded in each of September 2001, April 2003 and July 2004.

As a result of these activities, at March 31, 2005, the Company had 6,812,232
shares of common stock outstanding and held 6,073,144 shares in treasury.

The Company has elected to continue to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for
its option and warrant plans. Accordingly, the Company has not recognized any
compensation cost associated with these instruments since the market prices of
the underlying stock on the option and warrant grant dates were not greater than
the option exercise prices. As required by Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure-an Amendment of FASB Statement No. 123," the Company has disclosed
below its estimated pro forma net income and earnings per share if compensation
for awards issued under its option and warrant plans had been recognized using
the fair value method of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," with such fair value estimated using
the Black-Scholes option pricing model. The pro forma benefit for stock-based
compensation during the three months ended March 31, 2004 includes the reversal
of the aggregate pro forma expense of $444,153 previously determined for prior
periods for cancelled warrants that were issued to employees under a warrant
program to provide inducements and incentives in connection with the formation
of a leveraged finance department.

                              Page 11 of 29 Pages
<PAGE>

NOTE 4 - STOCKHOLDERS' EQUITY (Continued):
-----------------------------------------

                                                       Three Months Ended
                                                --------------------------------
                                                March 31, 2005    March 31, 2004
                                                --------------    --------------

Net income, as reported                         $      912,403    $    2,605,440
Total stock-based compensation (expense)
  Benefit determined under fair value
  based method for all awards, net of
  related tax effects                                 (174,727)          212,516
                                                --------------    --------------
Pro forma net income                            $      737,676    $    2,817,956
                                                ==============    ==============


                                                       Three Months Ended
                                                --------------------------------
                                                March 31, 2005    March 31, 2004
                                                --------------    --------------
Earnings per share:
  Basic, as reported                            $          .13    $          .36
  Basic, pro forma                              $          .11    $          .39
  Diluted, as reported                          $          .12    $          .32
  Diluted, pro forma                            $          .10    $          .35

Dividends:
---------

On March 15, 2005, the Company paid a quarterly common stock dividend of $.0625
per share to holders of record on February 25, 2005. Based upon 6,812,232 shares
outstanding on February 25, 2005, this payment totaled $425,764.

NOTE 5 - NTL WHEN-ISSUED EQUITY TRADES:
--------------------------------------

On January 10, 2003, NTL Inc. ("NTL") emerged from Chapter 11 bankruptcy under
an amended plan of reorganization providing for the issuance of 50 million
shares of common stock. MFI and other participants in the when-issued trading
market for NTL shares, which began in September 2002 after confirmation of NTL's
prior plan of reorganization that contemplated the issuance of 200 million
shares, expected the settlement of their when-issued trades would be adjusted to
reflect the equivalent of a one-for-four reverse stock split. A number of buyers
of NTL when-issued shares, seizing upon a Nasdaq advisory issued on January 14,
2003 that Nasdaq would neither cancel nor adjust such trades, either have
retained the full, unadjusted number of shares delivered to them as a result of
certain automated settlement processes or are demanding compensation for the
remaining unadjusted number of shares not delivered to them if settlement was
made on an adjusted basis.

In February 2003, MFI filed a suit in the New York State Supreme Court (the
"Court"), naming all of its counterparties to its NTL when-issued trades, in
order to seek a uniform, adjusted settlement of these trades. Similar
proceedings, some seeking settlement on an adjusted basis, others on an
unadjusted basis, also were commenced by other parties to NTL when-issued trades
against their counterparties, including MFI, both in the Court and before NASD.

During 2003 MFI recorded a net loss of $5.1 million on the settlement of its NTL
when-issued trades. This loss included the estimated damages payable if the
above proceedings were to

                              Page 12 of 29 Pages
<PAGE>

NOTE 5 - NTL WHEN-ISSUED EQUITY TRADES (Continued):
--------------------------------------------------

conclude that all of MFI's NTL when-issued trades, other than permanently
adjusted settlements by mutual agreement, should have settled on an unadjusted
basis, and was net of a partially offsetting $800,000 principal transaction gain
recorded on NTL shares subsequently determined no longer to constitute a hedge
against such an outcome.

In March 2004, the Court granted a summary judgment motion made by MFI and
issued a decision stating that all NTL when-issued trades among the parties
before the Court should be settled on an adjusted and uniform basis. In July
2004, based upon this decision, MFI obtained a judgment from the Court entitling
MFI to collect a total of $3.6 million (inclusive of interest through the date
of the judgment) from those counterparties that received and retained unadjusted
deliveries of NTL shares from MFI. However, both the judgment and the underlying
decision have been appealed by a number of MFI's counterparties. As a result,
the judgment remains subject to collection (although it continues to accrue
interest). MFI therefore only intends to record gains related to the judgment if
and when permanent resolutions, whether by negotiation, completion of the
appeals process or otherwise, are reached with the relevant judgment debtor
counterparties.

Following the Court's favorable decision, MFI has been able to reach permanent,
negotiated resolutions of its NTL when-issued trades with certain of its
counterparties. Included as a gain in principal transactions for the three
months ended March 31, 2004, is a reversal of $625,000 of the estimated damages
payable previously recorded by MFI in 2003. This reversal was the result of a
settlement with MFI's one NTL counterparty who had brought a claim before NASD.
MFI subsequently has reached permanent settlements with additional
counterparties, resulting in the reversal during the balance of 2004 of an
additional $2.7 million of the estimated damages payable. Because of these
settlements, MFI no longer has any remaining estimated damages payable balance
and, instead, were the pending appeals to conclude that all NTL when-issued
trades should have settled on an unadjusted basis (the opposite of what the
judgment provides and what MFI has contended), MFI would expect to be able to
collect an estimated net amount of approximately $900,000 (not including
interest) from counterparties with whom it settled on an adjusted basis. This
result, however, would presumably be mutually exclusive with collection of the
$3.6 million judgment (and vice versa).

General, administrative and other expenses for the three months ended March 31,
2005 and March 31, 2004 include legal fees related to the NTL when-issued trade
disputes of $16,000 and $118,000, respectively.

NOTE 6 - TOKYO BASED VENTURE:
----------------------------

Since 1994, the Company has held an interest in a Tokyo-based derivatives
brokering venture (the "Tokyo Venture") structured under Japanese law as a
Tokumei Kumiai ("TK"). A TK is a contractual arrangement in which an investor
invests in a business of a TK operator by making a capital contribution to the
TK operator and, in return, becomes entitled to a specified percentage of the
profits of the business while also becoming obligated to fund a specified
percentage of the losses of the business. The Company has a 57.25% interest in
the Tokyo Venture, with Nittan

                              Page 13 of 29 Pages
<PAGE>

NOTE 6 - TOKYO BASED VENTURE (Continued):
----------------------------------------

Capital Group Limited ("Nittan"), the TK operator, holding a 42.75% interest.
Although the operations of the Tokyo Venture have always been run and managed by
persons appointed by the Company, it does not operate in a legal entity
separately distinguishable from Nittan, and accordingly, the Company accounts
for its share of the results of operations of the Tokyo Venture in other income
as non-equity income or loss from contractual arrangement.

Summarized operating results of the Tokyo Venture for the three month periods
ended March 31, 2005 and March 31, 2004, along with the Company's share of those
results, are presented below:


                                   Three Months Ended
                            --------------------------------
                            March 31, 2005    March 31, 2004
                            --------------    --------------

Revenues                    $    1,555,831    $    1,074,965
Expenses                         2,476,699         1,631,404
                            --------------    --------------
Loss                       ($      920,868)  ($      556,439)
                            ==============    ==============

Company's share            ($      527,197)  ($      318,561)
                            ==============    ==============


NOTE 7 - NET CAPITAL REQUIREMENTS:
----------------------------------

MFI, as a U.S. broker-dealer, is subject to the Uniform Net Capital Rule (rule
15c3-1) of the Securities and Exchange Commission ("SEC"), which requires the
maintenance of minimum regulatory net capital. MFI has elected to use the
alternative method, as permitted by the rule, which requires that MFI maintain
minimum regulatory net capital, as defined, equal to the greater of $250,000 or
2% of aggregate debit items arising from customer transactions, as defined; or
4% of the funds required to be segregated pursuant to the Commodity Exchange Act
and regulations thereunder. MFI's membership in the Government Securities
Division of the Fixed Income Clearing Corporation ("GSD-FICC") requires it to
maintain minimum excess regulatory net capital of $10 million and minimum net
worth of $25 million. At March 31, 2005, MFI had regulatory net capital of $32.5
million, a regulatory net capital requirement of $250,000 and net worth of $55.7
million. Euro Brokers Ltd. ("EBL"), a U.K. brokerage subsidiary of the Company,
is a Type D registered firm of the Financial Services Authority ("FSA"),
required to maintain a financial resources requirement generally equal to six
weeks' average expenditures plus the amount of less liquid assets on hand. At
March 31, 2005, EBL had financial resources in accordance with FSA's rules of
(pound)5.0 million ($9.4 million) and a financial resources requirement of
(pound)3.8 million ($7.1 million).

                              Page 14 of 29 Pages
<PAGE>

NOTE 8 - SEGMENT REPORTING:
--------------------------

In accordance with the requirements for interim period reporting under Statement
of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131"), the Company is reporting the
operating revenues (commission income and principal transactions) and net income
(loss) attributable to its operating segments. The Company has defined its
operating segments based upon geographic location. Although all segments are
engaged in the brokerage business, they are managed separately to reflect their
unique market, employment and regulatory environments. The reportable segments
for the three-month periods respectively ended March 31, 2005 and March 31, 2004
as defined by SFAS 131 consist of the United States, United Kingdom, Japan and
Switzerland. United States amounts are principally derived from the Company's
New York office, but include all U.S. based operations. Japan amounts primarily
reflect the non-equity losses from contractual arrangement (Tokyo Venture). See
Note 6 for additional disclosure of the revenues and expenses of the Tokyo
Venture. Other geographic segments which did not meet the SFAS 131 materiality
thresholds for the year ended December 31, 2004 and which are not expected to
meet these thresholds for the year ended December 31, 2005 have been included in
"All Other."

<TABLE>
<CAPTION>
                      United States    United Kingdom        Japan         Switzerland        All Other         Total
                      --------------   --------------   --------------    --------------   --------------   --------------
Three months ended
     March 31, 2005
<S>                   <C>              <C>              <C>               <C>              <C>              <C>
Operating revenues    $   25,527,575   $   21,708,658   $                 $      794,432   $      937,140   $   48,967,805
Net income (loss)             89,167          934,310  (       527,197)          238,388          177,735          912,403
Assets                   122,079,935       29,521,124          179,975         5,258,743        1,900,115      158,939,892

Three months ended
     March 31, 2004

Operating revenues    $   27,790,960   $   21,242,184   $                 $    1,392,256   $    1,125,411   $   51,550,811
Net income (loss)          1,469,343          755,534  (       318,560)          552,118          147,005        2,605,440
Assets                   575,318,487       31,565,404          183,190         4,639,756        1,932,347      613,639,184
</TABLE>


Included below are reconciliations of reportable segment assets to the Company's
consolidated totals as reported in the Consolidated Statements of Financial
Condition in this report and in the Company's Form 10-Q for the quarterly period
ended March 31, 2004.

                                                         As of March 31,
                                               --------------------------------
                                                    2005              2004
                                               --------------    --------------
Total for reportable segments                  $  157,039,777    $  611,706,837
Other assets                                        1,900,115         1,932,347
Elimination of intersegment receivables       (    11,948,545)  (    12,499,659)
Elimination of investments in other segments  (    13,095,984)  (    13,095,984)
                                               --------------    --------------
                                               $  133,895,363    $  588,043,541
                                               ==============    ==============

                              Page 15 of 29 Pages
<PAGE>

References in this report to "we," "us" and "our" mean Maxcor Financial Group
Inc. and its subsidiaries and other businesses, unless the context requires
otherwise.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

                           Forward-Looking Statements

Certain statements contained in this Item 2 and elsewhere in this report, as
well as other oral and written statements made by us to the public, contain and
incorporate by reference forward-looking statements within the meaning of 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," "may," "intends," "could,"
"will" and similar phrases. Such forward-looking statements, which describe our
current beliefs concerning future business conditions and the outlook for our
company and business, are subject to significant uncertainties, many of which
are beyond our control. Actual results or performance could differ materially
from that which we expect. Uncertainties include factors such as:

     o    market and economic conditions, including the level of trading volumes
          in the instruments we broker and interest rate volatilities;
     o    the effects of any additional terrorist acts or acts of war and
          governments' military and other responses to them; the success of our
          technology development and deployment;
     o    the status of our relationships with employees, clients, business
          partners, vendors and clearing firms;
     o    possible third-party litigations or regulatory actions against us or
          other unanticipated contingencies;
     o    the scope of our trading gains and losses;
     o    the actions of our competitors; government regulatory changes;
     o    the timing (including any possible delays) and receipt of regulatory
          approvals for our proposed merger;
     o    any delays in securing, or failure to secure, adoption of the merger
          agreement by our stockholders;
     o    contingencies related to the announcement and pendency of the merger,
          including the potential impact of the merger on our employees and
          business partners; and
     o    any termination of the merger agreement and the potential resulting
          costs and disruptions to our business and relationships with employees
          and third parties.

For a fuller description of these and additional uncertainties, reference is
made to the "Competition," "Regulation," "Cautionary Statements," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the "Quantitative and Qualitative Disclosures about Market Risk" sections of the
2004 Form 10-K. Due to these inherent uncertainties, the investment community is
urged not to place undue reliance on forward-looking statements. The
forward-looking statements made herein are only made as of the date of this
report and we undertake no obligation to publicly update such forward-looking
statements to reflect new information or subsequent events or circumstances.

                              Page 16 of 29 Pages
<PAGE>

                             Signed Merger Agreement

On April 4, 2005, we entered into a definitive merger agreement with BGC
Partners, L.P. and Magnet Acquisition Corp., a wholly-owned subsidiary of BGC
Partners, pursuant to which Magnet Acquisition Corp. will merge with and into
MFGI following satisfaction or waiver of the conditions to closing set forth in
the merger agreement. Following completion of the merger, we will become a
wholly-owned subsidiary of BGC Partners, and our common stock will no longer be
quoted on The Nasdaq Stock Market and will no longer be publicly traded or held.
BGC Partners, a subsidiary of Cantor Fitzgerald, L.P., owns entities engaged in
the inter-dealer brokering of various fixed income securities and derivatives.

Pursuant to the terms of the merger agreement, upon completion of the merger our
stockholders (other than dissenting stockholders who perfect their appraisal
rights in accordance with Delaware law) will be entitled to receive $14.00 per
share in cash, without interest, for each share of our common stock owned by
them. In addition, each holder of an outstanding option to acquire our common
stock, whether or not exercisable, will be entitled to receive a cash amount
(net of applicable withholdings) equal to the excess of $14.00 over the per
share exercise price of the option, multiplied by the number of remaining
unexercised shares that are subject to the option.

As of the date of this report, we believe that the only material third-party
approvals that still need to be obtained in order for the closing of the merger
to occur are: (i) the adoption of the merger agreement by a vote of the holders
of a majority of our outstanding shares of common stock and (ii) the approval of
the United Kingdom's Financial Services Authority with respect to the indirect
change of control of our London-based brokerage operations that will result from
the merger. Other material regulatory approvals, including early termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and approval by the NASD of the indirect change of control of
our United States-based broker-dealer subsidiary (MFI) that will result from the
merger, have already been received.

We have scheduled a special meeting of our stockholders for May 18, 2005, and,
based upon vote tallies to date (although stockholders remain entitled to change
their votes up until the time that they are cast at the meeting), we expect the
proposal to adopt the merger agreement to be approved by the necessary majority
vote of all outstanding shares. With respect to the FSA, we and BGC Partners
made our required filings with them on April 26, 2005. Although the FSA is
entitled to take up to three months to act upon our application, we and BGC
Partners have requested, and currently are in discussions with the FSA seeking,
an approval timed to coincide with, or to be received shortly following, our
stockholder meeting. However, the actual timing and outcome of the FSA's
treatment of our application remains uncertain. As a result, although we are
seeking to close the merger this month (May 2005), we cannot give any assurances
that our desired timing will be achieved.

For additional background and information about the merger agreement and the
proposed merger, please see our Definitive Proxy Statement on Schedule 14A,
previously filed on April 26, 2005 with the Securities and Exchange Commission.

                              Page 17 of 29 Pages
<PAGE>

                          Critical Accounting Policies

The following is a discussion of certain of our significant accounting policies
(see Note 2 to the Consolidated Financial Statements for the fiscal year ended
December 31, 2004 in the 2004 Form 10-K) that we consider to be of particular
importance because they require difficult, complex or subjective judgments on
matters that are often inherently uncertain.

Securities are carried at fair values generally based on quoted market prices.
From time to time quoted market prices are not available for certain municipal
or other securities positions. For such securities, we, with the assistance of
independent pricing services, determine fair values by analyzing securities with
similar characteristics that have quoted market prices. Consideration is given
to the size of our individual positions relative to the overall market activity
in such positions when determining the impact our sale would have on fair
values. The assumptions used in valuing our securities may be incorrect and the
actual value realized upon disposition could be different from the current
carrying value.

Included in accounts payable and accrued liabilities are reserves for certain
contingencies to which we may have exposure, such as the employer portion of
National Insurance Contributions in the U.K., excess office space, interest and
claims on securities settlement disputes and reserves for certain income tax
contingencies. The determination of the amounts of these reserves requires
significant judgment on our part. We consider many factors in determining the
amount of these reserves, such as legal precedent and case law and historic
experience. The assumptions used in determining the estimates of reserves may be
incorrect and the actual costs of resolution of these items could be greater or
less than the reserve amount.


                        Three Months Ended March 31, 2005
                  Compared to Three Months Ended March 31, 2004

For the three months ended March 31, 2005, our net income was $912,403, or $.12
per diluted share, on net revenues of $48,735,999. By comparison, for the three
months ended March 31, 2004, our net income was $2,605,440, or $.32 per diluted
share, on net revenues of $51,406,884.

The decline in our net revenues reflects a decline in net gains on principal
transactions (which, in the prior period, included certain significant gains
described below). Commission income, however, which is primarily attributable to
our core Euro Brokers inter-dealer brokerage businesses, increased slightly in
the current period.

Commission income represents revenues generated on brokerage transactions
conducted on an agency (including name give-up) or matched riskless principal
basis. For the three months ended March 31, 2005, these revenues increased
$458,132 to $48,508,433, compared to $48,050,301 for the comparable period in
2004, reflecting increases in London and New York. In London, the increase
primarily reflected improved brokerage of interest rate derivative products and
the currency effects of translating strengthened British pound sterling amounts
to U.S. dollars, offset by decreased brokerage of credit derivatives. The
increase in New York was primarily

                              Page 18 of 29 Pages
<PAGE>

attributable to improved brokerage of interest rate derivatives, repurchase
agreements and foreign currencies.

Principal transactions represent the net gains or losses generated from
securities transactions involving the assumption of market risk for a period of
time. For the three months ended March 31, 2005, these activities resulted in a
gain of $459,372, compared to a gain of $3,500,510 for the three months ended
March 31, 2004. This change primarily reflected a reduction in gains on
municipal securities in the current period and significant gains recorded during
the three months ended March 31, 2004 of $625,000 from the partial reversal of
the NTL loss recorded in 2003 and $1.5 million related to the resolution of
contingencies associated with the settlement of certain principal transactions
in the aftermath of the September 11th attacks.

As discussed in Note 5 to the Consolidated Financial Statements included in this
report, in March 2004, the Court granted a summary judgment motion made by MFI
and issued a decision stating that all NTL when-issued trades among the parties
before the Court should be settled on an adjusted and uniform basis. In July
2004, based upon this decision, MFI obtained a judgment from the Court entitling
MFI to collect a total of $3.6 million (inclusive of interest through the date
of the judgment) from those counterparties that received and retained unadjusted
deliveries of NTL shares from MFI. However, both the judgment and the underlying
decision have been appealed by a number of MFI's counterparties. As a result,
the judgment remains subject to collection (although it continues to accrue
interest). MFI therefore only intends to record gains related to the judgment if
and when permanent resolutions, whether by negotiation, completion of the
appeals process or otherwise, are reached with the relevant judgment debtor
counterparties.

Following the Court's favorable decision, MFI has been able to reach permanent,
negotiated resolutions of its NTL when-issued trades with certain of its
counterparties. Included as a gain in principal transactions for the three
months ended March 31, 2004, is a reversal of $625,000 of the estimated damages
payable previously recorded by MFI in 2003. This reversal was the result of a
settlement with MFI's one NTL counterparty who had brought a claim before NASD.
MFI subsequently has reached permanent settlements with additional
counterparties, resulting in the reversal during the balance of 2004 of an
additional $2.7 million of the estimated damages payable. Because of these
settlements, MFI no longer has any remaining estimated damages payable balance
and, instead, were the pending appeals to conclude that all NTL when-issued
trades should have settled on an unadjusted basis (the opposite of what the
judgment provides and what MFI has contended), MFI would expect to be able to
collect an estimated net amount of approximately $900,000 (not including
interest) from counterparties with whom it settled on an adjusted basis. This
result, however, would presumably be mutually exclusive with collection of the
$3.6 million judgment (and vice versa).

Interest income for the three months ended March 31, 2005 decreased $656,035 to
$1,270,933, compared to $1,926,968 for the three months ended March 31, 2004,
primarily reflecting a reduction in financing income earned on reverse
repurchase agreements in connection with the institutional securities financing
operations we discontinued during the first quarter of 2005.

                              Page 19 of 29 Pages
<PAGE>

Other items for the three months ended March 31, 2005 resulted in a loss of
$544,540, as compared to a loss of $375,616 for the three months ended March 31,
2004. This increased loss is attributable primarily to the Tokyo Venture, where
we recorded a loss of $527,197 on our 57.25% interest for the three months ended
March 31, 2005, as compared to a loss of $318,561 for the three months ended
March 31, 2004.

For the three months ended March 31, 2005, interest expense on securities
indebtedness decreased $737,080 to $958,199, compared to $1,695,279 for the
three months ended March 31, 2004, primarily reflecting a reduction in interest
expense incurred on repurchase agreements in connection with the institutional
securities financing operations we discontinued during the first quarter of
2005.

Compensation and related costs for the three months ended March 31, 2005
increased $517,872 to $34,492,877, compared to $33,975,005 for the three months
ended March 31, 2004, primarily reflecting the combined effect of increased
commission income and fixed salary costs in London in areas which experienced
decreased brokerage.

Communication costs for the three months ended March 31, 2005 increased $419,749
to $3,793,173, compared to $3,373,424 for the three months ended March 31, 2004,
primarily reflecting the growth of various departments in New York and London.

Travel and entertainment costs for the three months ended March 31, 2005
decreased $249,243 to $2,525,740, compared to $2,774,983 for the three months
ended March 31, 2004, reflective in part of our efforts to better manage these
costs.

Occupancy and equipment rental represent expenses incurred in connection with
our office premises, including base rent and related escalations, maintenance,
electricity and real estate taxes, as well as rental costs for equipment under
operating leases. For the three months ended March 31, 2005, these costs
decreased $709,775 to $1,862,145, compared to $2,571,920 for the three months
ended March 31, 2004, primarily due to an increase of $673,000 recorded in the
prior period to an accrual in London for excess office space (arising from a
terminated sublet) designated for sublease.

Clearing and execution fees are fees paid to clearing organizations for
transaction settlements and credit enhancements and to other broker-dealers
(including ECNs) for providing access to various markets and exchanges for
executing transactions. For the three months ended March 31, 2005, these costs
decreased $38,788 to $973,566, compared to $1,012,354 for the three months ended
March 31, 2004, primarily as a result of a decrease in the per trade costs for
clearing emerging market debt transactions and for executing equity
transactions.

Depreciation and amortization expense consists principally of depreciation of
communication and computer equipment and automobiles under capitalized leases
and amortization of leasehold improvements and software. For the three months
ended March 31, 2005, depreciation and amortization increased $41,704 to
$850,847, compared to $809,143 for the three months ended

                              Page 20 of 29 Pages
<PAGE>

March 31, 2004, primarily as a result of the depreciation and amortization of
recent purchases in New York.

Other interest expense represents interest costs incurred on non-securities
related indebtedness, such as revolving credit facilities and capital lease
obligations. For the three months ended March 31, 2005, and the three months
ended March 31, 2004, these costs were $32,561 and $53,249, respectively.

General, administrative and other expenses include such expenses as corporate
insurance, office supplies and expenses, professional fees, food costs and dues
to various industry associations. For the three months ended March 31, 2005,
these expenses increased $436,514 to $2,341,318, as compared to $1,904,804 for
the three months ended March 31, 2004, primarily as a result of legal and other
professional fees incurred during the current period of $525,000 associated with
our exploring strategic initiatives that resulted in the signed merger agreement
with BGC Partners in April 2005 and an increase to $220,000 during the current
period in legal fees associated with ongoing litigations, as compared to
$118,000 during the prior period.

Provision for income taxes for the three months ended March 31, 2005 decreased
$1,375,193 to $951,369, compared to $2,326,562 for the three months ended March
31, 2004, as a result of a decrease in pre-tax income.

                         Liquidity and Capital Resources

A substantial portion of our assets, similar to other brokerage firms, is
liquid, consisting of cash, cash equivalents and assets readily convertible into
cash, such as receivables from broker-dealers and customers and securities
owned.

Cash and cash equivalents at March 31, 2005 reflect a reduction from the level
at December 31, 2004, principally due to the timing of employee bonus payments,
which occurred in February 2005.

The reduction in securities purchased under agreements to resell (reverse
repurchase agreements) and securities sold under agreements to repurchase
(repurchase agreements) on our Consolidated Statements of Financial Condition
reflect our recent exit from the institutional securities financing business
after failing to gain traction in slightly over a year of building efforts.

In the ordinary course of settling securities transactions, we have securities
failed-to-deliver and failed-to-receive obligations. These fails are generally
resolved shortly afterwards through proper receipt and delivery. We will, at
times, use reverse repurchase agreements and repurchase agreements to offset
unmatched fail obligations. At March 31, 2005, the Consolidated Statements of
Financial Condition included securities failed-to-deliver of $10.9 million and
reverse repurchase agreements of $8.5 million, as assets, and securities
failed-to-receive of $19.4 million, as liabilities.

                              Page 21 of 29 Pages
<PAGE>

Securities owned, held at clearing firm reflect securities positions taken in
connection with our sales and trading operations and in our investment account.
Positions are financed either from our cash resources or by margin borrowings
(if available) from broker-dealers that clear these transactions on our behalf
on a fully-disclosed basis. At March 31, 2005, as reflected on the Consolidated
Statements of Financial Condition, we had net assets relating to securities
positions of $13.5 million, primarily reflecting securities owned of $22.1
million and margin borrowings from a clearing broker of $8.6 million.

MFI is a member of the GSD-FICC for the purpose of clearing transactions in U.S.
Treasury and federal agency securities and repurchase agreements collateralized
by such instruments. Pursuant to such membership, MFI is required to maintain
excess regulatory net capital of $10 million and a minimum net worth of $25
million. In addition, MFI is required to maintain a clearing deposit with
GSD-FICC based upon its level of trading activity (with a minimum deposit of $5
million), which has been reflected as deposits with clearing organizations on
the Consolidated Statements of Financial Condition.

EBL is a Type D registered firm of the Financial Services Authority in the U.K.,
required to maintain a financial resources requirement generally equal to six
weeks average expenditures plus the amount of less liquid assets on hand (a $7.1
million requirement at March 31, 2005).

At March 31, 2005, we had $5 million outstanding under a three-year revolving
credit facility entered into by Euro Brokers Inc. ("EBI"), a U.S. subsidiary,
with The Bank of New York ("BONY") in March 2003. This facility, as amended in
November 2003, provides for borrowings of up to $10 million and is secured by
EBI's receivables and the stock issued by EBI to its direct parent. The
agreement with BONY contains certain covenants which require EBI separately, and
MFGI on a consolidated basis, to maintain certain financial ratios and
conditions. Borrowings under this facility bear interest at a variable rate
based upon two types of borrowing options, (1) an "alternate base rate" option
which incurs interest at the Prime Rate plus a margin or (2) a Eurodollar option
which incurs interest at rates quoted in the London interbank market plus a
margin. Commitment fees of .35% per annum are charged on the unused portion of
this facility.

In July 2001, our Board of Directors continued an existing common stock
repurchase program by authorizing the purchase of up to an additional 709,082
shares, or 10% of our then-outstanding shares. In the immediate aftermath of the
September 11th terrorist attacks, this authorization was expanded by 490,918
shares (to a total of 1,200,000 shares), and was further expanded in April 2003
by an additional 700,000 shares and in July 2004 by an additional 500,000
shares, for a total of 2,400,000 shares. Through March 31, 2005, we had
purchased 1,622,142 shares under this expanded repurchase program. As has been
the case with each of our repurchase program authorizations, all purchases of
shares are subject to the availability of shares at prices which are acceptable
to us, as well as to our assessment of prevailing market and business
conditions, and, accordingly, there is no guarantee as to the timing or number
of shares to be repurchased. As a result of the signed merger agreement with BGC
Partners, the Company's repurchase program is currently inactive.

                              Page 22 of 29 Pages
<PAGE>

In the ordinary course of our businesses, we are subject to extensive regulation
at international, federal and state levels by various regulatory bodies which
are charged with safeguarding the integrity of the securities and other
financial markets and protecting the interest of customers. The compliance
requirements of these different regulatory bodies may include, but are not
limited to, net capital or stockholders' equity requirements.

We believe that all of our ongoing liquidity needs will be met in timely fashion
from our cash and cash equivalents and other resources. Moreover, we have
historically met regulatory net capital and stockholders' equity requirements
and believe we will be able to continue to do so in the future.


Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our market risk analysis as of March 31, 2005 was not materially different from
our market risk analysis as of December 31, 2004, presented in the 2004 Form
10-K.

Item 4. Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of our disclosure controls and
procedures as of March 31, 2005. Our disclosure controls and procedures are
designed to provide reasonable assurance that the information required to be
disclosed in our periodic SEC reports has been appropriately recorded,
processed, summarized and reported. Based on that evaluation, our Chief
Executive Officer and our Chief Financial Officer have concluded that our
disclosure controls and procedures are effective at the reasonable assurance
level.

Our management, including our Chief Executive Officer and Chief Financial
Officer, has evaluated any changes in our internal control over financial
reporting that occurred during the quarterly period ended March 31, 2005, and
has concluded that there was no change during this quarterly period that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.


                           PART II. OTHER INFORMATION


Item 1. Legal Proceedings

See Note 5 to the Consolidated Financial Statements (unaudited) included as a
part of this report for a discussion of the proceedings in the Supreme Court of
the State of New York involving the disputed settlement of our NTL Inc.
when-issued equity trades.

                              Page 23 of 29 Pages
<PAGE>

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(e)   Issuer Purchases of Equity Securities

The following table is a summary of all purchases made by us of our common stock
during the three months ended March 31, 2005 and, as of each month end during
such three-month period, the maximum number of shares that could still be
purchased under our share repurchase program:

                    Issuer Purchase of Equity Securities (1)

<TABLE>
<CAPTION>
                                                                      Total Number of        Maximum
                                                                     Shares Purchased       Number of
                                                                        as Part of       Shares that May
                                    Total Number of     Average          Publicly        Yet be Purchased
                                        Shares         Price Paid     Announced Plans    Under the Plans
        Period                        Purchased        per Share        or Programs        or Programs
        ------                       ------------     ------------      ------------       ------------
<S>                                        <C>        <C>                     <C>               <C>
January 1 to January 31, 2005              40,042     $       8.95            40,042            792,188
February 1 to February 28, 2005            14,330             8.95            14,330            777,858
March 1 to March 31, 2005                      --               --                --            777,858
                                     ------------     ------------      ------------
                   Total:                  54,372     $       8.95            54,372
</TABLE>


-----------------------------
(1)  Following the full utilization of earlier share repurchase authorizations
     announced on May 15, 2000 (833,744 shares) and January 26, 2001 (787,869
     shares), we announced on July 26, 2001, a further authorization by our
     Board of Directors of a share repurchase program for up to 709,082 shares
     (10% of our then-outstanding shares). On September 18, 2001, in the
     immediate aftermath of the September 11th attacks, we announced the
     expansion of this authorization to bring the total repurchase authorization
     up to 1,200,000 shares. Our Board subsequently authorized further
     expansions of the share repurchase program by an additional 700,000 shares
     in April 2003 and 500,000 shares in July 2004, for a total authorization of
     2,400,000 shares. These authorizations have no expiration date and delegate
     to our senior management the discretion to purchase shares, through open
     market, privately negotiated and/or block transactions, at times, amounts
     and prices it deems financially prudent in light of prevailing market,
     business and financial conditions. As a result of our signed merger
     agreement with BGC Partners, our repurchase program is currently inactive.


Item 6. Exhibits

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

31.1                 Rule 13a-14(a) Certification of Principal Executive Officer

31.2                 Rule 13a-14(a) Certification of Principal Financial Officer

32                   18 U.S.C. Section 1350 Certifications of Principal
                     Executive and Financial Officers

                              Page 24 of 29 Pages
<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 thereunto duly authorized.

Date:  May 13, 2005


                                  MAXCOR FINANCIAL GROUP INC.
                                  (Registrant)




                                  /s/ GILBERT D. SCHARF
                                  ----------------------------------------------
                                  Gilbert D. Scharf, Chief Executive Officer




                                  /s/ STEVEN R. VIGLIOTTI
                                  ----------------------------------------------
                                  Steven R. Vigliotti, Chief Financial Officer

                              Page 25 of 29 Pages
<PAGE>

                                  EXHIBIT INDEX


Exhibit     Description                                                     Page
-------     -----------                                                     ----

31.1        Rule 13a-14(a) Certification of Principal Executive Officer      27

31.2        Rule 13a-14(a) Certification of Principal Financial Officer      28

32          18 U.S.C. Section 1350 Certifications of Principal Executive     29
            and Financial Officers

                              Page 26 of 29 Pages