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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K/A
 (Amendment
    No. 1)
      þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          ,     .    Commission file
    no. 1-10024
  BKF Capital Group,
    Inc.
 (Exact name of registrant as
    specified in its charter)
   DELAWARE

36-0767530(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)    One
    Rockefeller Plaza
    New York, New York 10020 (Address
    of principal executive offices)
   Telephone
    Number:
    (212) 332-8400 (Registrants
    telephone number, including area code)
      Form 10-K
  Item 10.



Directors, Executive Officers and Corporate GovernanceItem 11.



Executive CompensationItem 12.



Security Ownership of Certain Beneficial Owners and ManagementItem 13.



Certain Relationships and Related TransactionsItem 14.



Principal Accounting Fees and Services




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.Section 16(a) Beneficial Ownership Reporting ComplianceITEM 11. EXECUTIVE COMPENSATION.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.Part IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESExhibit IndexEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION    Table of Contents  
  PART III
 
  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.    DIRECTORS
  Name, Age, and Principal

Director

Other BusinessOccupation During the Last Five Years

Since

Affiliation(s)Harvey J. Bazaar  age 67
    Retired; From 2001 to 2002, Chief Operating Officer of DML
    Global Services (a provider of fund accounting and related
    services to private investment funds); From 1997 to 2000,
    partner and Global and Americas Leader for the Capital Markets
    Group of PricewaterhouseCoopers LLP.


2006


Board of Directors of CPI Aerostructure, Inc. and Board of
    Trustees of Kent State University FoundationRonald LaBow  age 72
    President of Stonehill Investment Corp. (an investment fund)
    since February 1990; From January 1991 to February 2004,
    Chairman of the Board of WHX Corporation (a holding company
    that invests in
    and/or
    acquires a diverse group of businesses).


2005


Director of WPN Corp. (a financial consulting company).David Schechter  age 32
    Director and Senior Investment Analyst for Icahn Capital LP,
    since September 2004. From January 2004 to August 2004, Mr.
    Schechter served as an investment analyst with Icahn Association
    Corp. and High River Limited Partnership, which are entities
    that are primarily engaged in the business of holding and
    investing in securities. Prior to January 2004,
    Mr. Schechter served as vice president of global special
    situations at Citigroup, a unit responsible for making
    proprietary investments in distressed situations.


2008
    (Feb. 5
)

Director of WestPoint International, WCI Communities Inc. and
    Federal Mogul Corporation.Marvin L. Olshan  age 80
    Retired; Founding partner of Olshan, Grundman, Frome,
    Rosenzweig & Wolosky LLP (a law firm); From 1991 to
    2005, director of WHX Corporation.


2006Kurt N. Schacht  age 54
    Executive Director of the CFA Centre for Financial Market
    Integrity (organization that advocates efficient, ethical and
    transparent capital markets) since June 2004; From April 2001 to
    March 2004, Chief Operating Officer and General Counsel of
    Wyser-Pratte Asset Management (a hedge fund); From September
    1999 to March 2001, Chief Operating Officer of Evergreen Asset
    Management (an asset management firm); From 1990 to October
    1999, Chief Legal Officer of the State of Wisconsin Investment
    Board (a public pension fund.)


2005   OFFICERS
  Name, Age, and Principal



Executive OfficerOccupation During the Last Five Years

Office

SinceMarvin L. Olshan  age 80
    Retired; Founding partner of Olshan, Grundman, Frome, Rosenzweig
    & Wolosky LLP (a law firm); From 1991 to 2005, director of
    WHX Corporation.

Chairman

2007 2




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Name, Age, and Principal



Executive OfficerOccupation During the Last Five Years

Office

SinceHarvey J. Bazaar  age 67
    Retired; From 2001 to 2002, Chief Operating Officer of DML
    Global Services (a provider of fund accounting and related
    services to private investment funds); From 1997 to 2000,
    partner and Global and Americas Leader for the Capital Markets
    Group of PricewaterhouseCoopers LLP.

President and Chief Executive Officer

2007J. Clarke Gray  age 56
    Chief Financial Officer and Senior Vice President of the Company
    and BKF Asset Management, Inc. since January 2006; Also
    currently CFO of Grail Investment Corp. since December 2007.
    From March 2003 to January 2006, Chief Administrative Officer of
    ADP Clearing & Outsourcing Services, where he held
    various other positions since 1997.

Senior Vice President, Chief Financial Officer

2006   Corporate
    Governance
  Audit
    Committee
      
    reviewing and discussing with management and the independent
    auditor the annual audited financial statements, and
    recommending to the board whether the audited financial
    statements should be included in our
    Form 10-K;
    discussing with management and the independent auditor
    significant financial reporting issues and judgments made in
    connection with the preparation of our financial statements;
    discussing with management and the independent auditor the
    effect on our financial statements of (i) regulatory and
    accounting initiatives and (ii) off-balance sheet
    structures;
    discussing with management major financial risk exposures and
    the steps management has taken to monitor and control such
    exposures, including our risk assessment and risk management
    policies;
    reviewing disclosures made to the audit committee by our chief
    executive officer and chief financial officer during their
    certification process for our
    Form 10-K
    and
    Form 10-Q
    about any significant deficiencies in the design or operation of
    internal controls or material weaknesses therein and any fraud
    involving management or other employees who have a significant
    role in our internal controls;
    verifying the rotation of the lead (or coordinating) audit
    partner having primary responsibility for the audit and the
    audit partner responsible for reviewing the audit as required by
    law;
    reviewing and approving all related-party transactions;
    inquiring and discussing with management our compliance with
    applicable laws and regulations;
    pre-approving all auditing services and permitted non-audit
    services to be performed by our independent auditor, including
    the fees and terms of the services to be performed;
    appointing or replacing the independent auditor;
    determining the compensation and oversight of the work of the
    independent auditor (including resolution of disagreements
    between management and the independent auditor regarding
    financial reporting) for the purpose of preparing or issuing an
    audit report or related work; and 3




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
    establishing procedures for the receipt, retention and treatment
    of complaints received by us regarding accounting, internal
    accounting controls or reports which raise material issues
    regarding our financial statements or accounting policies.  Financial
    Expert on Audit Committee
  Regulation S-K).
  Code of
    Ethics
  212-332-8400.
 
  Section 16(a)
    Beneficial Ownership Reporting Compliance
   
  ITEM 11.
    EXECUTIVE
    COMPENSATION.  Executive
    Officer Compensation
    SUMMARY
    COMPENSATION TABLE
  SharesRestricted

GrantedOther Annual

Stock

Under

Options

All OtherName and Principal Position

Year

Salary ($)

Bonus ($)

Compensation(1)

Award($)

Option(2)

Value($)(3)

CompensationHarvey J. Bazaar(7)


2007



149,423



0



0



0



200,000



226,535



0Chief Executive Officer 
    and PresidentJ. Clarke Gray(6)


2007



137,500



62,500



0



0



50,000



40,621



643,329
(6)Senior Vice President


2006



257,371



125,000



0



343,750
(8)


50,000



140,438



0and Chief Financial OfficerMarvin Olshan(7)


2007



149,423



0



0



0



200,000



226,535ChairmanFormerJohn C. Siciliano(4)


2007



7,307



0



0



0



0



0



1,250,000
(4)Chairman, chief Executive Officer and President


2006



950,000



0



78,974
(5)


0



0



0



0     (1)
    
    With respect to each of the Named Executive Officers and the
    Former Executive Officers, perquisites and other personal
    benefits did not exceed the lesser of $50,000 or 10% of the
    total of annual salary and bonus except as noted.(2)
    
    Represents the number of shares granted to the officer during
    the period regardless of vesting (as of December 31, 2007
    all options granted in 2007 are fully vested, prior period
    options have been forfeited).(3)
    
    Represents the amount recognized for financial statement
    reporting purposes in accordance with FAS 123R. 4




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(4)
    
    Mr. Siciliano was appointed President and Chief Executive
    Officer of the Company and BKF Asset Management, Inc. effective
    September 28, 2005. His separation agreement became
    effective as of January 2, 2007. Under the terms of his
    employment and separation agreements he received one years
    annual salary of $950,000. Under his separation agreement he
    received $300,000 for consulting fees following his termination
    date.(5)
    
    Represents reimbursements in connection with relocation and
    other living expenses of Mr. Siciliano to New York City in
    2006.(6)
    
    Mr. Gray was appointed CFO of the Company and BKF Asset
    Management Inc. effective January 25, 2006. His separation
    agreement became effective as of June 30, 2007. Under the
    terms of his employment and separation agreement, he received
    one years annual salary and minimum bonus totaling
    $400,000 through June 30, 2007 and has received $243,329 in
    consulting fees from July 1, 2007 to December 31,
    2007. Mr. Gray and the Company have executed an agreement
    dated March 5, 2008 which will compensate him approximately
    $150,000 per annum to continue as the Companys CFO.(7)
    
    Mr. Olshan and Mr. Bazaar were appointed Chairman and
    CEO, respectively, as of January 2, 2007 and signed term
    agreements with the Company as of November 12, 2007.
    Previous to 2007 their only compensation was director fees.(8)
    
    Represents the fair market value, as of the grant date, of
    25,000 shares of restricted stock granted on
    January 25, 2006.  Outstanding
    Equity Awards at December 31, 2007
    Option AwardsNumber of Securities



Option

OptionUnderlying Unexercised

Date of

Exercise

ExpirationName

Options (#) Exercisable

Grant

Price ($)

DateHarvey J. Bazaar


100,000



1/2/07


$
3.35



11/12/17100,000



11/12/07


$
2.25



11/12/17Marvin Olshan


100,000



1/2/07


$
3.35



11/12/17100,000



11/12/07


$
2.25



11/12/17J. Clarke Gray


50,000



11/12/07


$
2.25



11/12/17   Agreements
    with Employees and Directors
    Agreements
    with J. Clarke Gray
       5




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Agreements
    with Harvey J. Bazaar
        Agreements
    with Marvin Olshan
        Compensation
    Committee Interlocks And Insider Participation
   6




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Directors
    Compensation
  out-of-pocket
  2007
    DIRECTOR COMPENSATION
  Fees* Paidin CashCurrentHarvey J. Bazaar


(1)Ronald La Bow

$
34,500David Schechter


(2)Marvin L. Olshan


(1)Kurt N. Schacht

$
36,500FormerKeith Meister

$
34,500   *
    Fees include director and committee fees paid during fiscal 2007.  (1)
    Mr. Bazaar and Mr. Olshan have compensation agreements
    with the Company and do not receive separate director fees.(2)
    Mr. Schechter did not become a director until
    February 5, 2008.  Appointment
    of Mr. Olshan and Mr. Bazaar
           7




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ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
    MANAGEMENT. 
  SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    Number of

PercentName of Beneficial Owner

Shares

of ClassCarl C. Icahn


1,194,100
(1)


15.0
%c/o Icahn Associates Corp.767 Fifth AvenueNew York, NY 10153Web Financial Corporation


646,333
(2)


8.1
%PO Box 1359Los Gatos, CA 95031Aegis Financial Corp.


442,750
(3)


5.6
%1100 North Globe Road, Suite 1040
    Arlington, VA 22201Royce Associates, LLC


651,850
(3)


8.2
%1414 Avenue of the Americas
    New York, NY 10019Wynnefield Capital


653,300
(4)


8.2
%450 7th Avenue, Suite 509
    New York, NY 10123Catalyst Fund


829,000
(5)


10.4
%100 Mill Plain Road
    Danbury, CT 06811Harvey J. Bazaar


656
(6)


*Ronald LaBow


1,256
(6)


*Marvin L. Olshan


656
(6)


*Kurt N. Schacht


1,256
(6)


*J. Clarke Gray


7,887
(6)


*Directors and executive officers as a group (6 persons)


10,511     *
    
    Less than 1%(1)
    
    The information set forth is based solely upon Amendment
    No. 2 to the Schedule 13D filed with the SEC on
    February 6, 2008 and includes 498,820 shares held by
    High River Limited Partnership, 389,357 shares held by
    Icahn Partners Master Fund L.P. and 305,923 shares
    held by Icahn Partners L.P. Barberry Corp. is the sole member of
    Hopper Investments LLC, which is the general partner of High
    River Limited Partnership. CCI 8




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Offshore Corp. is the general partner of Icahn Offshore L.P.,
    which is the general partner of Icahn Partners Master
    Fund L.P. CCI Onshore Corp. is the general partner of Icahn
    Onshore L.P., which is the general partner of Icahn Partners
    L.P. Each of Barberry Corp., CCI Offshore Corp. and CCI Onshore
    Corp. is 100 percent owned by Carl C. Icahn. As such,
    Mr. Icahn is in a position indirectly to determine the
    investment and voting decisions made by all of the foregoing
    entities.(2)
    
    The information set forth is based solely on Amendment
    No. 1 dated July 16, 2007 to the Schedule 13D
    filed with the SEC on July 16, 2007.(3)
    
    The information set forth is based solely on Schedule 13G
    filed with the SEC on December 31, 2007.(4)
    
    The information set forth is based solely on Amendment
    No. 2 to Schedule 13G filed with the SEC on
    December 31, 2007 and includes 152,500 shares held by
    Wynnefield Partners Small Cap Value, L.P., 245,800 shares
    held by Wynnefield Partners Small Cap Value, LP. I, 255,200
    shares held by Wynnefield Small Cap Value offshore Fund, Ltd.(5)
    
    The information set forth is based solely on Amendment
    No. 2 dated March 21, 2008 to the Schedule 13D
    filed with the SEC on March 24, 2008.(6)
    
    Shares were distributed to officers and directors in lieu of
    cash fees/compensation in years prior to 2007. 
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS.   
  ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.  Audit
    Fees
  Form 10-Q
  Audit-Related
    Fees
    Tax
    Services
   9




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All Other
    Fees
  10-K.
  Pre-Approval
    Procedures
   
  Part IV
 
  Item 15.
    Exhibits
    and Financial Statement Schedules    Exhibit



Description of Exhibit31
.1



Section 302 Certification of Chief Executive Officer*31
.2



Section 302 Certification of Chief Financial Officer*32
.1



Section 906 Certification of Chief Executive Officer*32
.2



Section 906 Certification of Chief Financial Officer*     *
    
    Filed herewith 10




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SIGNATURES
      By:
    /s/  J.
    CLARKE GRAY    Senior Vice President and
  Chief Financial Officer




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Exhibit Index
  Exhibit



Description of Exhibit31
.1



Section 302 Certification of Chief Executive Officer*31
.2



Section 302 Certification of Chief Financial Officer*32
.1



Section 906 Certification of Chief Executive Officer*32
.2



Section 906 Certification of Chief Financial Officer*