Exhibit 14.2

GFI GROUP INC.  CODE OF BUSINESS CONDUCT AND ETHICS  FOR  SENIOR FINANCIAL OFFICERS

PURPOSE

The purpose of this Code of Business Conduct and Ethics for Senior Financial Officers (this "Code") is to promote (1) the honest and ethical conduct of the
Senior Financial Officers (as defined below), including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (2) full, fair,
accurate, timely and understandable public disclosures by the Company and (3) compliance with all applicable laws, rules and regulations. It is the Company's intention that this Code be its
written code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002 complying with the standards set forth in Securities and Exchange Commission Regulation S-K Item
406.

APPLICABILITY/VIOLATIONS

This Code is applicable to the Company's CEO, CFO, chief accounting officer, controller and any persons performing similar functions (together the "Senior
Financial Officers"). While the Company expects honest and ethical conduct in all aspects of business from all of its employees, it expects the highest possible honest and ethical conduct from the
Senior Financial Officers. The honesty, integrity and sound judgment of Senior Financial Officers is fundamental to the Company's reputation and success.

Compliance
with this Code is a condition of employment, and violations of this Code may result in disciplinary action which, depending on the severity of the violation, may include
suspension or termination.

This
Code supplements the Company's Code of Business Conduct and Ethics, which sets forth the fundamental principles and key policies and procedures that govern the conduct of all of the
Company's directors, officers and employees. Senior Financial Officers are bound by the requirements and standards set forth in the Code of Business Conduct and Ethics, the standards set forth in this
Code and any other applicable policies and procedures.

STANDARDS OF CONDUCT

Senior Financial Officers are expected to:



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REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

If you have any questions or concerns about this Code, you should seek guidance from the Legal Department. If you know of or suspect a violation of applicable
laws or regulations or of this Code, you must promptly report that information to the CEO and the General Counsel.

It
is the policy of the Company not to allow retaliation for reports of violations of this Code or any other illegal or unethical behavior by any Senior Financial Officer made in good
faith. All Senior Financial Officers are expected to cooperate in internal investigations of misconduct.

DISCLOSURE/AMENDMENTS AND WAIVERS

This Code will be made available on the Company's website. The Company shall include a statement in its Annual Report on Form 10-K filed with
the SEC indicating that a copy of this Code is available on its website and in print to any stockholder who requests a copy.

Any
waiver of any provision of this Code for any Senior Financial Officer may be made only by the Board of Directors. Any change in or waiver from, and the grounds for such change or
waiver of, this Code shall be disclosed promptly, and in any event within five business days, following such amendment or waiver, as required by the SEC and the applicable NASDAQ listing requirements.

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