EXHIBIT 3.1

SECOND AMENDED AND RESTATED  CERTIFICATE OF INCORPORATION  OF  GFI GROUP INC.

GFI Group Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"),
does hereby certify:



FIRST:
The name of the corporation is GFI Group Inc. (the "Corporation").

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SECOND:
The address of the Corporation's registered office in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, County of New
Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD:
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the
"DGCL").

FOURTH:
The total number of shares of stock which the Corporation shall have authority to issue is one hundred five million (105,000,000) shares, consisting of one hundred million
(100,000,000) shares of Common Stock and five million (5,000,000) shares of preferred stock, par value $.01 per share (the "Preferred Stock"). The powers, designations, preferences and relative,
participating, optional or other special rights (and the qualifications, limitations or restrictions thereof) of the Common Stock and the Preferred Stock are as follows:



The
Board of Directors of the Corporation (the "Board of Directors") is hereby expressly authorized at any time, and from time to time, to create and provide for the issuance of shares
of Preferred Stock in one or more series and, by filing a certificate pursuant to the DGCL (a "Preferred Stock Designation"), to establish the number of shares to be included in each such series, and
to fix the designations, preferences and relative, participating, optional or other special rights of the shares of each such series and the qualifications, limitations or restrictions thereof, as
shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, including, but not limited to, the following:



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The
Common Stock shall be subject to the express terms of any series of Preferred Stock set forth in the Preferred Stock Designation relating thereto. Each holder of Common Stock shall
have one vote in respect of each share of Common Stock held by such holder of record on the books of the Corporation for the election of directors and on all other matters on which stockholders of the
Corporation are entitled to vote. The holders of shares of Common Stock shall be entitled to receive, when and if declared by the Board of Directors, out of the assets of the Corporation which are by
law available therefor, dividends payable either in cash, in stock or otherwise.

FIFTH:
(a) In furtherance, and not in limitation, of the powers conferred by law, the Board of Directors is expressly authorized and empowered:



SIXTH:
(a) Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock as set forth in this Second Amended and Restated Certificate of
Incorporation to elect additional directors under specified circumstances or to consent to specific actions taken by the Corporation, any action required or permitted to be taken by the stockholders
of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing in lieu of a meeting of such
stockholders.



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SEVENTH:
(a) Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock as set forth in this Second Amended and Restated Certificate of
Incorporation to elect additional directors under specified circumstances, the Board of Directors shall consist of not less than five (5) nor more than nine (9) members, the exact number of which
shall be fixed from time to time by the affirmative vote of a majority of the Whole Board.



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EIGHTH:
A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. No amendment or repeal of this Article EIGHTH shall
adversely affect any right or protection of a director of the Corporation existing hereunder in respect of any act or omission occurring prior to such amendment or repeal.

NINTH:
(a) Any Fundamental Transaction (as defined below) entered into by the Corporation or any of its Subsidiaries (as defined below) with any other corporation, limited liability
company, partnership, trust or other entity or any person shall require the affirmative vote of the holders of not less than sixty-six and two-thirds percent (66 2/3%) of the votes cast in such vote,
provided that such affirmative vote represents at least a majority of the Voting Stock, either present or represented by proxy, voting together as a single class. For the purposes of this Second
Amended and Restated Certificate of Incorporation, "Fundamental Transaction" shall mean (1) (A) any merger, consolidation or share exchange with or into any corporation, limited liability company,
partnership, trust or other entity or any person, (B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the property or assets of the Corporation,
including stock or assets of any of its Subsidiaries, in a single transaction or series of related transactions, (C) any filing of a voluntary or consent to filing of an involuntary petition for
relief under title 11 of the United States Code or any successor statute or under any reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law with respect to the
Corporation of any of its material subsidiaries or (D) any dissolution or liquidation of the Corporation or revocation thereof; provided that, in each such case, the DGCL or the rules of any
applicable national securities exchange or inter-dealer quotation system on which the Corporation's securities are listed or quoted, as applicable, requires that such
transaction, or series of related transactions, be approved or authorized by a vote of holders of the Corporation's Common Stock. For the purposes of this Second Amended and Restated Certificate of
Incorporation, "Subsidiary" shall mean a domestic or foreign corporation, limited liability company, partnership, trust or other entity that has a majority of its outstanding voting securities or
voting interests owned, directly or indirectly, by the Corporation.

TENTH:
The Corporation hereby expressly elects not to be governed by or subject to the provisions of Section 203 of the DGCL.

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ELEVENTH:
Except as may be expressly provided in this Second Amended and Restated Certificate of Incorporation, the Corporation reserves the right at any time and from time to time to
amend, alter, change or repeal any provision contained in this Second Amended and Restated Certificate of Incorporation or a Preferred Stock Designation, and any other provisions authorized by the
laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by law, and all powers, preferences and rights of whatsoever nature
conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Second Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article ELEVENTH,provided, however, that no Preferred Stock Designation shall be amended after the
issuance of any shares of the series of Preferred Stock created thereby, except in accordance with the terms of such Preferred Stock Designation and the requirements of law.

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IN
WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its Executive Vice President, Corporate Development and attested by its Secretary and General Counsel this
31st day of January, 2005.

|       |  |        |                               |  | GFI GROUP INC.
|------ |  | ------ | ----------------------------- |  | --------------
|       |  |        |                               |  | By:           
|       |  |        |                               |  |               
|       |  |        |                               |  |               
|       |  |        |                               |  |               
|ATTEST |  |        |                               |  |               
|By:    |  |        |                               |  |               
|       |  |        |                               |  |               
|       |  | Name:  | Scott Pintoff                 |  |               
|       |  | Title: | Secretary and General Counsel |  |               

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