AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

Exhibit 10.27

AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT

This AMENDMENT NO. 1 (this “ Amendment ”) to that certain Employment Agreement, dated as of April 30, 2007 (the “ Agreement ”), by and between GFI Group Inc., a Delaware corporation (the “ Company ”), and Colin Heffron (“ Executive ”), is made on December 31, 2008 (the “ Amendment Effective Date ”).

WHEREAS, the Company and Executive desire to amend the Agreement in accordance with Section 12(a) thereof so that it complies with Code § 409A; and

WHEREAS, the Company and Executive have each approved this Amendment and the changes to the Agreement that it will effect.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agree as follows:

Section 1.                                             Amendments .  The Agreement shall be amended as follows:

A.            Section 5(a) shall be amended by adding at the end of the last sentence thereof the phrase “and Executive shall continue to make himself available on a full-time basis to perform any requested employment duties during such time”.

B.              Section 5(b) shall be amended by (1) inserting in the second sentence thereof, immediately following the phrase “three (3) months after the date of such termination” and also immediately following the phrase “in which the Executive is terminated”, the phrase “but in any event no later than the earlier of (i) the tenth (10th) anniversary of the original date the option was granted and (ii) the latest date upon which such option could have expired by its original terms under any circumstances”, and (2) adding at the end of the last sentence thereof the following:

, and any revocation period with respect to such release shall have expired, in each case within sixty (60) days of the date of termination, and such payments shall, subject to Section 13 hereof, be made upon the sixtieth (60th) day following Executive’s termination of employment, provided that to the extent any such payments do not constitute “deferred compensation” for purposes of Code Section 409A, such payments shall be made after the release is executed and no longer subject to revocation.

C.              Section 5(d) shall be amended by (1) inserting in the last sentence thereof, immediately following the word “executes”, the phrase “and does not revoke”, and (2) adding at the end of the last sentence thereof the following:

, and any revocation period with respect to such release shall have expired, in each case within sixty (60) days of the date of termination, and such payments