
                                                                     EXHIBIT 4.1

                             BKF CAPITAL GROUP, INC.

                Restated Certificate of Incorporation, as amended



         FIRST. The name of the corporation is BKF Capital Group, Inc.

         SECOND. The address of its registered office in the state of Delaware
is 100 West 10th Street in the city of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.

         THIRD. The purpose of the corporation is to engage in any lawful act of
activity for which corporations may be organized under the General Corporation
Law of Delaware.

         FOURTH. The total number of share of all stock, which the corporation
shall have authority to issue, is 15,000,000 shares of common stock, $1 par
value.

         FIFTH. The board of directors is authorized to make, alter or repeal
the by-laws of the corporation.

         SIXTH. The total number of directors constituting the board of
directors of the corporation shall be such number as may be fixed from time to
time in accordance with the by-laws. That number may be increased or decreased
only by the affirmative vote of (i) the holders of at least 80% of the shares of
the corporation then entitled to be voted on such change or (ii) two thirds of
the directors then in office. No decrease in the number of directors shall have
the effect of shortening the term of any director then in office.

         The board of directors shall be divided into three classes: class I,
class II and class III. The terms of office of the initial classes of directors
elected at the annual meeting of stockholders in 1984 shall expire at the times
of the annual meetings of the stockholders as follows - class I in 1985, class
II in 1986, and class III in 1987 - or thereafter in each case when their
respective successors are elected and qualified. The number of directorships
shall be apportioned among the classes so as to maintain the classes as nearly
equal in number as possible.

         Any vacancy occurring in the board of directors may be filled by a
majority of the directors then in office. A new directorship resulting from an
increase in the number of directors shall be construed not be to a vacancy. Any
director elected to fill a vacancy shall be in the same class and have the same
remaining term as that of the predecessor.

         A director may be removed with or without cause, but only by action of
stockholders taken by the holders of at least 80% of the shares then entitled to
vote in an election of directors.

         A majority of the total number of directors fixed in the by-laws shall
be required to constitute a quorum at meetings of the board of directors.

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         SEVENTH. Each person who is or was a director or officer of the
corporation, and each person who serves of served at the request of the
corporation as a director or officer of another enterprise, shall be indemnified
by the corporation in accordance with, and to the fullest extent authorized by,
the General Corporation Law of the State of Delaware as it may be in effect from
time to time; provided, however, that this article shall not protect any
director or officer of the corporation against any liability to the corporation
or to its stockholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office; and provide further that this
article shall not apply as to any action, suit or proceeding brought by or on
behalf of a director or officer without prior approval of the board of
directors.

         EIGHTH. A favorable vote of the holders of at least 80% of the shares
of the corporation then entitled to be voted on the matter shall be required to
approve, adopt or authorize (i) an amendment to the certificate of incorporation
of the corporation that makes the common stock a redeemable security (as that
term is defined in the Investment Company Act of 1940), (ii) a merger or
consolidation of the corporation with any other corporation, (iii) a sale of all
or substantially all of the assets of the corporation (other than in the regular
course of its investment activities), or (iv) a liquidation or dissolution of
the corporation, unless such action has previously been approved, adopted or
authorized by the affirmative vote of two thirds of the total number of
directors fixed in accordance with the by-laws.

         NINTH. No action that requires the vote or consent of stockholders of
the corporation may be taken without a meeting held upon prior notice and a vote
of stockholders.

         TENTH. Notwithstanding any other provisions of this certificate of
incorporation or the by-laws of the corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this certificate of
incorporation or the by-laws of the corporation), the amendment or repeal of
article sixth, seventh, eighth or ninth, or of this article tenth, of the
certificate of incorporation shall require the affirmative vote of the holder of
at lease 80% of the shares then entitled to be voted on the matter.

         ELEVENTH. No director shall be personally liable to the corporation or
its stockholders for monetary damages arising out of or resulting from any
breach of fiduciary duty as a director, except for liability for any (i) breach
of the director's duty of loyalty to the corporation or its stockholders, (ii)
acts or omissions not in good faith or which involve willful misfeasance, gross
negligence or reckless disregard of the duties involved in the conduct of his
office, or intentional misconduct or a knowing violation of law, (iii) violation
of Section 174 of the General Corporation Law of Delaware, or (iv) transaction
from which the director derived an improper personal benefit. Neither the
amendment nor repeal of this article eleventh nor the adoption of any provision
of the certificate of incorporation inconsistent with this article eleventh
shall eliminate or reduce the effect of this article on the liability of any
director of the corporation for or with respect to any acts of omissions of such
director occurring prior to such amendment, repeal or adoption of an
inconsistent provision.





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