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                                                                     Exhibit 3.1

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             BKF CAPITAL GROUP, INC.

          BKF Capital Group, Inc., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), does hereby certify as
follows:

          FIRST: That, in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware (the "DGCL"), the Board of
Directors of the Corporation duly adopted resolutions setting forth this
proposed amendment (this "Amendment") to the Restated Certificate of
Incorporation of the Corporation (as amended prior to the date hereof, the
"Certificate of Incorporation") and declaring this Amendment advisable.

          SECOND: That, at the annual meeting of stockholders of the Corporation
duly called and held on June 23, 2005 and adjourned to and resumed on July 21,
2005, upon notice to the stockholders in accordance with Section 222 of the
DGCL, this Amendment was duly approved and adopted by the holders of the
requisite number of issued and outstanding common stock of the Corporation
entitled to vote thereon in accordance with the provisions of Section 242 of the
DGCL and Article 10 of the Certificate of Incorporation.

          THIRD: That Article 6 of the Certificate of Incorporation of the
Corporation is hereby amended as follows:

     (a)  The second paragraph of Article 6 shall be amended by adding the
          following sentence at the end of such paragraph: "Notwithstanding
          anything to the contrary in this certificate of incorporation, (i)
          commencing with the annual meeting of stockholders in 2006 and
          thereafter, all directors shall be elected at each annual meeting of
          stockholders for a term expiring at the next annual meeting
          stockholders, with each director to hold office until his or her
          successor shall have been duly elected and qualified or until such
          director's earlier resignation or removal, and (ii) from and after the
          annual meeting of stockholders in 2006, the board of directors shall
          cease to be divided into classes."

     (b)  The fourth paragraph of Article 6 shall be deleted in its entirety.

          FOURTH: That Article 8 of the Certificate of Incorporation of the
Corporation is hereby deleted and replaced with the following:

          "EIGHTH. [Reserved]."

          FIFTH: That this Amendment shall be effective on its filing with the
Secretary of State of the State of Delaware.

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          IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by a duly authorized officer this 21st day of July, 2005.

                                        BKF CAPITAL GROUP, INC.


                                        By: /s/Norris Nissim
                                            ---------------------------
                                            Name:  Norris Nissim
                                            Title:    Vice President, General
                                                      Counsel and Secretary