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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, 2006oro

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 Management and Related Stockholder MattersItem 13.



Certain Relationships and Related
    Transactions, and Director IndependenceItem 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 OWNERSEQUITY COMPENSATION PLAN INFORMATIONITEM 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 66
    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


Director of CPI Aerostructure, Inc.Ronald LaBow 
    age 71
    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).Keith Meister 
    age 34
    Managing Director and Senior Investment Analyst at Icahn
    Associates since 2002; Chief Executive Officer of American
    Property Investors, Inc. since 2003 (the general partner of a
    public limited partnership); From 2000 through 2001,
    co-President of J Net Ventures (a venture capital fund).


2006


Director of Adventrx
    Pharmaceuticals, Inc., XO Communications, Inc., American Casino
    & Entertainment Properties Finance Corp., American
    Entertainment Properties Corp., American Railcar Industries,
    Inc. and Westpoint International.Marvin L. Olshan 
    age 79
    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 53
    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 79
    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 66
    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 55
    Chief Financial Officer and Senior Vice President of the Company
    and BKF Asset Management, Inc. since January 2006; 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.  Compensation
    discussion and analysis
     4




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Executive
    Officer Compensation
    SUMMARY
    COMPENSATION TABLE
  Long Term CompensationRestricted





SecuritiesAnnual Compensation

Other Annual

Stock

Unvested

Market

Underlying

All OtherName and Principal Position

Year

Salary ($)

Bonus ($)

Compensation(1)

Award($)(2)

12/31/06 (#)

Value($)

Options (#)

CompensationJohn C. Siciliano(4)


2006



950,000



0



78,974
(5)






150,000



502,500Chairman, Chief Executive Officer
    
    and President


2005



248,461



0



45,057
(5)


8,040,000
(6)










250,000
(13)


J. Clarke Gray


2006



257,371



125,000







343,750
(10)


12,500



41,875



50,000
(13)


Senior Vice President and Chief
    Financial OfficerFormerNorris Nissim(7)


2006



125,000



























477,404
(11)Vice President


2005



242,914



350,085























7,000
(3)and General Counsel


2004



237,573



255,941







124,506
(8)














6,500
(3)Philip W. Friedman(9)


2006



651,795



548,580























1,086,660
(12)Chief Investment Officer


2005



485,874



2,187,319























7,000
(3)     (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)
    
    Holders of shares of the Companys restricted common stock
    have the same right to receive dividends as holders of other
    common stock of the Company.(3)
    
    Represents amounts contributed by the Company to the
    Companys 401(k) plan. There was no Company contribution in
    2006 and the Company plans to dissolve the plan in 2007.(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.(5)
    
    Represents reimbursements in connection with relocation and
    other living expenses of Mr. Siciliano to New York City in
    2005 and 2006.(6)
    
    Represents the fair market value, as of the grant date, of
    250,000 shares of restricted stock granted on
    September 28, 2005. As part of an initial equity grant,
    50,000 shares vested on December 31, 2005, and one
    quarter of the remaining shares will vest on each of the first
    four anniversaries of the grant date, subject to acceleration if
    certain performance criteria are met.(7)
    
    In accordance with the terms of his Transition/Separation, Mr.
    Norris Nissin ceased to be General Counsel effective
    June 30, 2006.(8)
    
    Represents the fair market value, as of the grant date, of
    2,933 shares of restricted stock granted on March 10,
    2005. One third of these shares will vest on each of
    December 31, 2005, December 31, 2006 and
    December 31, 2007, respectively. 5




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(9)
    
    In accordance with the terms of his Separation, Mr. Phillip
    Friedman ceased to be the Chief Investment Officer as of
    July 24, 2006.(10)
    
    Represents the fair market value, as of the grant date, of
    25,000 shares of restricted stock granted on
    January 25, 2006. 6,250 shares vested on that date and
    6,250 shares will vested on each of December 31, 2006,
    2007 and 2008.(11)
    
    In accordance with his terms of his separation agreement
    Mr. Nissin received a separation payment of $175,000 and a
    $300,000 payment for his assistance during the transition period.(12)
    
    In accordance with his terms of his separation agreement
    Mr. Friedman received a separation payment of $1,086,660.(13)
    
    See detail of option grants below.  Option
    Grants in 2006
    Potential RealizableIndividual Grants

Value at AssumedPercentage of





Annual Rates ofNumber of

Total Options





Stock PriceSecurities

Granted to

Exercise or



Appreciation forUnderlying

Employees

Base Price

Expiration

Option TermName

Options (#)

in Fiscal Year

($/Sh)

Date

5% ($)

10% ($)J. Clarke Gray(1)


50,000



100
%


13.75



12/30/2016



432,000



1,096,000     (1)
    
    12,500 options vested on the grant date, and one third of the
    remaining options will vest on December 31st of each of
    2006, 2007, and 2008, subject to acceleration in the event of a
    change in control or a forfeiture due to Mr. Grays
    separation from the Company.  Aggregate
    Option Exercises In Last Fiscal Year And Fiscal Year-End Option
    Values
  in-the-money
  Number of Securities


Value of UnexercisedUnderlying Unexercised


In-The-Money OptionsOptions at Fiscal


at Fiscal Year-EndShares Acquired


Value


Year-End 2006(#)


2006($)(1)Name

on Exercise


Realized ($)


Exercisable/Unexercisable


Exercisable/UnexercisableJohn C. Siciliano










100,000/150,000



0J. Clarke Gray










25,000/25,000



0FormerNorris Nissim














Phillip W. Friedman














     (1)
    
    The Companys common stock trades over the counter under
    the symbol BKFG. On December 31, 2006, the closing price of
    the Companys common stock on the OTCBB was $3.35 per
    share.  Agreements
    with Employees and Directors
  change-in-control
 6




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Current
    Employees
  Bonus
    agreement with John C. Siciliano
      Indemnification
    Agreement
  Form 8-K
  Transaction
    Bonus Pool
   7




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Regulation S-K,
  Separation
    Agreement with John C. Siciliano
            Separation
    Agreement with J. Clarke Gray
      8-K
 8




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Former
    Employees
  Separation
    Agreement with Norris Nissim
      Separation
    Agreement with Philip Friedman
      Compensation
    Committee Interlocks And Insider Participation
   9




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Directors
    Compensation
  out-of-pocket
  2006
    DIRECTOR COMPENSATION
  Fees Paid

Restricted Shares(2)in Cash(1)($)

#

Value($)

Total($)CurrentHarvey J. Bazaar


37,750



656



21,976



59,726Ronald La Bow


30,500



656



21,976



52,476Keith Meister


28,000



656



21,976



49,976Marvin Olshan


32,000



656



21,976



53,976Kurt N. Schacht


41,500



656



21,976



63,476   (1)
    Fees include director and committee fees paid during fiscal 2006.(2)
    Shares granted and vested in 2006, value of shares at delivery
    date.  Appointment
    of Mr. Olshan and Mr. Bazaar
         10




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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 10153Steel Partners II,
    L.P./Warren Lichtenstein


609,800
(2)


7.6
%590 Madison AvenueNew York, NY 10022Aegis Financial Corp.


490,661
(3)


6.21100 North Globe Road,
    Suite 1040
    Arlington, VA 22201Royce Associates, LLC


488,200
(3)


6.11414 Avenue of the Americas
    New York, NY 10019Wynnefield Capital


427,600
(7)


6.0450 7th Avenue, Suite 509
    New York, NY 10123PNC Financial Services Group


409,939
(3)


5.1One PNC Plaza
    249 Fifth Ave.
    Pittsburgh, PA 15222Lloyd I. Miller, III


720,739
(4)


9.0
%Harvey J. Bazaar


656
(5)


*Ronald LaBow


656
(5)


*Keith Meister


656
(5)(6)


*Marvin L. Olshan


656
(5)


*Kurt N. Schacht


656
(5)


*J. Clarke Gray


45,387
(8)


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


743,947



9.3
%     *
    
    Less than 1%(1)
    
    The information set forth is based solely upon Amendment
    No. 1 to the Schedule 13D filed with the SEC on
    January 23, 2006 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 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. 11




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(2)
    
    The information set forth is based solely on Amendment
    No. 7 dated October 23, 2006 to the Schedule 13D
    filed with the SEC on June 23, 2005. Steel Partners,
    L.L.C., as the general partner of Steel Partners II, L.P.,
    and Warren G. Lichtenstein, as the sole executive officer and
    managing member of Steel Partners, L.L.C., may each be deemed to
    beneficially own these shares.(3)
    
    The information set forth is based solely on Schedule 13G
    filed with the SEC on December 31, 2006.(4)
    
    The information set forth is based solely upon Schedule 13G
    filed with the SEC on February 8, 2007 as of
    December 31, 2006. Mr. Miller may be deemed to be the
    beneficial owner of (i) 377,400 of these shares as
    (x) the managing member of a limited liability company that
    is the general partner of a certain limited partnership and as
    (y) custodian to accounts set up under the Florida Uniform
    Gift to Minors Act and (ii) 92,900 of these shares as an
    investment advisory to the trustee of a certain family trust.(5)
    
    2006 shares issued as part of a directors fees.(6)
    
    Mr. Meister is a limited partner of Icahn Onshore LP
    (Onshore) and has an interest in the fees, including
    the performance fees, relating to Onshore and Icahn Offshore LP
    (Offshore). Therefore, Mr. Meister may be
    deemed to be a beneficial owner of the 695,280 shares held
    by Onshore and Offshore. Mr. Meister disclaims beneficial
    ownership thereof.(7)
    
    the information set forth is based solely on Schedule 13G filed
    with the SEC on January 4, 2007 and includes
    100,700 shares held by Wynnefield Partners Small Cap Value,
    L.P., 157,800 shares held by Wynnefield Partners Small Cap
    Value, LP. I, 169,100 shares held by Wynnefield Small Cap Value
    offshore Fund, Ltd.(8)
    
    The information set forth is based solely on Schedule 13G
    filed on February 14, 2007 as of December 31, 2006.(8)
    
    Includes 12,500 shares of restricted stock granted on
    January 25, 2006, one half of which shall vest on each of
    December 31, 2007 and 2008. Mr. Gray also received
    50,000 options as of January 25, 2006 at an exercise price
    of $13.75 per share, 25,000 of which have vested and are
    included. 
  EQUITY
    COMPENSATION PLAN INFORMATION
    Equity
    Compensation Plan Information
  (A)





(C)Number of Securities


(B)


Number of Securitiesto Be Issued Upon


Weighted Average


Available for FutureExercise of


Exercise Price of


Issuance Under EquityOutstanding Options


Outstanding Options,


Compensation Plans (ExcludingPlan Category

Warrants and Rights


Warrants and Rights


Securities Reflected in Column (A))Equity compensation plans approved
    by security holders


300,000


$
18.08



828,511Equity compensation plans not
    approved by security holders


0







0Total


300,000


$
18.08



828,511  
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS.   12




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ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.  Audit
    Fees
  Form 10-Q
  Audit-Related
    Fees
    Tax
    Services
    All Other
    Fees
    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 13




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SIGNATURES
      By:
    /s/  J.
    CLARKE GRAY    Senior Vice President and
  Chief Financial Officer
   14




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Exhibit Index
  Exhibit



Description of Exhibit31
.1



Section 302 Certification of
    Chief Executive Officer31
.2



Section 302 Certification of
    Chief Financial Officer32
.1



Section 906 Certification of
    Chief Executive Officer32
.2



Section 906 Certification of
    Chief Financial Officer  15