
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): May 29, 2001


                             BKF CAPITAL GROUP, INC.
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)


         1-10024                                         36-0767530
    (Commission File No.)                    (IRS Employer Identification No.)


                              One Rockefeller Plaza
                 New York, New York 10020 (Address of principal
                     executive offices, including ZIP code)



                                 (212) 332-8400
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)


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ITEM 5.  OTHER EVENTS.

      On May 29, 2001, the Board of Directors of BKF Capital Group, Inc., a
Delaware corporation, declared a dividend of one common share purchase right (a
"Right") for each outstanding share of common stock, par value $1.00 per share.
The dividend is payable on June 18, 2001 to the stockholders of record on June
18, 2001, and the Rights being issued are subject to the terms of a Rights
Agreement, dated as of June 8, 2001, between the Company and Mellon Investor
Services LLC, as the Rights Agent.

      Our Board adopted this Rights Agreement to protect stockholders from
coercive or otherwise unfair takeover tactics. In general terms, it works by
imposing a significant penalty upon any person or group which acquires 10% or
more of our outstanding common stock without the approval of our Board.

      For those interested in the specific terms of the Rights Agreement, we
provide the following summary description. Please note, however, that this
description is only a summary, is not complete, and should be read together with
the entire Rights Agreement, which has been filed with the Securities and
Exchange Commission as an exhibit to this Current Report on Form 8-K. A copy of
the agreement is available free of charge from our Company.

The Rights. Our Board authorized the issuance of one Right for each share of our
common stock outstanding on June 18, 2001. The Rights will initially trade with,
and will be inseparable from, the common stock. The Rights are evidenced only by
certificates that represent shares of common stock. New Rights will accompany
any new shares of common stock we issue after June 18, 2001 until the
Distribution Date described below.

Exercise Price. Each Right will allow its holder to purchase from our Company
one share of our common stock for $120.00, once the Rights become exercisable.
Prior to exercise, the Right does not give its holder any dividend, voting or
liquidation rights.

Exercisability.  The Rights will not be exercisable until

o  10 days after the public announcement that a person or group has become an
   "Acquiring Person" by obtaining beneficial ownership of 10% or more of our
   outstanding common stock, or, if earlier,

o  10 business days (or a later date determined by our Board before any person
   or group becomes an Acquiring Person) after a person or group begins a tender
   or exchange offer which, if completed, would result in that person or group
   becoming an Acquiring Person.

      In light of certain of our management's and directors' substantial
ownership positions, the Rights Agreement contains provisions excluding our
executive officers, directors, certain of their affiliates and other related
persons and their respective transferees from the operation of the adverse terms
of the Rights Agreement. In addition, if a person or group owned 10% or more of
the shares of our common stock on the date that the rights plan was first
publicly disclosed or announced, that person or group will not be deemed to be
an Acquiring Person unless such person or group acquires additional shares of
common stock after that date, subject to certain exceptions.




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      We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After that date, the Rights will separate from the common
stock and be evidenced by book-entry credits or by Rights certificates that we
will mail to all eligible holders of common stock. Any Rights held by an
Acquiring Person are void and may not be exercised.

Consequences of a Person or Group Becoming an Acquiring Person.

o  Flip In. If a person or group becomes an Acquiring Person, all holders of
   Rights except the Acquiring Person may, for $120.00, purchase shares of our
   common stock with a market value of $240.00, based on the market price of the
   common stock prior to such acquisition.

o  Flip Over. If our Company is later acquired in a merger or similar
   transaction after the Distribution Date, all holders of Rights except the
   Acquiring Person may, for $120.00, purchase shares of the acquiring
   corporation with a market value of $240.00 based on the market price of the
   acquiring corporation's stock, prior to such merger.

Expiration.  The Rights will expire on June 17, 2011.

Redemption. Our Board may redeem the Rights for $.01 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $.01
per Right. The redemption price will be adjusted if we have a stock split or
stock dividends of our common stock.

Exchange. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board may
extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring Person.

Anti-Dilution Provisions. Our Board may adjust the purchase price of the shares
of common stock, the number of shares of common stock issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split, a reclassification of the common stock. No adjustments to the
exercise price of less than 1% will be made.

Amendments. The terms of the Rights Agreement may be amended by our Board
without the consent of the holders of the Rights. However, the Board may not
cause a person or group to become an Acquiring Person by lowering this threshold
below the percentage interest that such person or group already owns. After a
person or group becomes an Acquiring Person, our Board may not amend the
agreement in a way that adversely affects holders of the Rights.

      The Rights Agreement specifying the terms of the Rights is attached to
this filing as an exhibit and is incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by reference to the
complete Rights Agreement.




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ITEM 7.  EXHIBITS.

4.1               Rights Agreement, dated as of June 8, 2001, between BKF
                  Capital Group, Inc. and Mellon Investor Services LLC (as
                  Rights Agent), which includes the form of Right Certificate
                  as Exhibit A and the Summary of Rights to Purchase Common
                  Shares as Exhibit B.











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<PAGE>


                                    SIGNATURE


            Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




Dated: June 11, 2001
                                         BKF CAPITAL GROUP, INC.


                                         By: /s/ John A. Levin
                                             ---------------------------------
                                             Name:  John A. Levin
                                             Title: Chairman, Chief Executive
                                                    Officer and President











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