<SUBMISSION>
<ACCESSION-NUMBER>0000950142-01-500676
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20011213
<EFFECTIVENESS-DATE>20011213
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BKF CAPITAL GROUP INC
<CIK>0000009235
<ASSIGNED-SIC>6282
<IRS-NUMBER>360767530
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-75014
<FILM-NUMBER>1812561
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>200 W. MADISON ST.
<STREET2>SUITE 3510
<CITY>CHICAGO
<STATE>IL
<ZIP>60606
<PHONE>2123328400
</BUSINESS-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BAKER FENTRESS & CO
<DATE-CHANGED>19970829
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BAKER FENTRESS & CO ET AL
<DATE-CHANGED>19940714
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>forms8.txt
<DESCRIPTION>FORM S-8 REGISTRATION STATEMENT
<TEXT>

    As filed with the Securities and Exchange Commission on December 13, 2001

                                                           Registration No. 333-
================================================================================

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


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

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

         DELAWARE                                         36-0767530
(State or other jurisdiction of                         (IRS Employer
incorporation or organization)                          Identification No.)

                              --------------------

                              ONE ROCKEFELLER PLAZA
                            NEW YORK, NEW YORK 10020
                                 (212) 332-8400
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                              --------------------

            BKF CAPITAL GROUP, INC. 1998 INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

                              --------------------

                               NORRIS NISSIM, ESQ.
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                             BKF CAPITAL GROUP, INC.
                              ONE ROCKEFELLER PLAZA
                            NEW YORK, NEW YORK 10020
                                 (212) 332-8400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                              --------------------

                                    COPY TO:
                              JOHN C. KENNEDY, ESQ.
                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                           1285 AVENUE OF THE AMERICAS
                          NEW YORK, NEW YORK 10019-6064
                                 (212) 373-3000

                              --------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
           Title of Each Class of                  Amount to be        Proposed Maximum      Proposed Maximum        Amount of
         Securities to be Registered                Registered        Offering Price Per    Aggregate Offering     Registration
                                                                             Share                Price                 Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                        <C>                <C>                      <C>
Common stock, par value $1.00 per share(1)     2,000,000 shares(2)        $28.68 (3)         $57,360,000 (3)          $13,709
===================================================================================================================================
</TABLE>

(1)  Includes certain common share purchase rights (the "Rights") associated
     with shares of the common stock, par value $1.00 per share, of BKF Capital
     Group, Inc. (the "Common Stock"). Until the occurrence of certain
     prescribed events, none of which have occurred, the Rights are not
     exercisable, are evidenced by the certificate representing the Common Stock
     and will be transferred along with and only with the Common Stock.

(2)  Represents additional shares of Common Stock reserved for issuance under
     the Plan. Pursuant to Rule 416 under the Securities Act of 1933, this
     registration statement shall be deemed to cover any additional securities
     to be offered or issued from stock splits, stock dividends or similar
     transactions.

(3)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rules 457(c) and 457(h) under the Securities Act of 1933,
     as amended. The Proposed Maximum Offering Price Per Share was determined by
     averaging the high and low prices of the Common Stock par value as reported
     on the New York Stock Exchange composite tape on December 6, 2001.

================================================================================

<PAGE>


                                EXPLANATORY NOTE

         Pursuant to General Instruction E of Form S-8, the registrant, BKF
Capital Group, Inc. (the "Registrant"), is filing this registration statement
with respect to the issuance of an additional 2,000,000 shares of its common
stock, par value $1.00 per share (the "Common Stock"), along with the
accompanying common share purchase rights, under its 1998 Incentive Compensation
Plan (the "Plan"). On November 17, 2000, the Registrant filed a registration
statement (the "Original Registration Statement") on Form S-8 (File No.
333-50132) with respect to the issuance of shares of Common Stock under the
Plan. The contents of the Original Registration Statement are hereby
incorporated in this registration statement by reference.





                                        2

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on December 13, 2001.

                                   BKF CAPITAL GROUP, INC.
                                   (Registrant)


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

                                POWER OF ATTORNEY

         The officers and directors of BKF Capital Group, Inc. whose signatures
appear below hereby constitute and appoint John A. Levin and Glenn A. Aigen, and
each of them (with full power to each of them to act alone), their true and
lawful attorneys-in-fact, with full powers of substitution and resubstitution,
to sign and execute on behalf of the undersigned any and all amendments,
including any post-effective amendments, to this Registration Statement, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and each of the
undersigned does hereby ratify and confirm all that said attorneys-in-fact shall
do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on December 13, 2001 by the following persons in
the capacities indicated.


         SIGNATURE                              TITLES
         ---------                              ------


/s/ John A. Levin                       Chairman, Chief Executive Officer and
-----------------------------           President and Director
        John A. Levin                   (Principal Executive Officer)


/s/ Glenn A. Aigen                      Senior Vice President and Chief
-----------------------------           Financial Officer (Principal Financial
        Glenn A. Aigen                  and Accounting Officer)


/s/ Anson M. Beard Jr.                  Director
-----------------------------
        Anson M. Beard, Jr.


/s/ J. Barton Goodwin                   Director
-----------------------------
        J. Barton Goodwin


/s/ David D. Grumhaus                   Director
-----------------------------
        David D. Grumhaus


/s/ Burton G. Malkiel                   Director
-----------------------------
        Burton G. Malkiel

                                        3

<PAGE>

         SIGNATURE                              TITLES
         ---------                              ------


/s/ Peter J. Solomon                    Director
-----------------------------
        Peter J. Solomon


/s/ Dean J. Takahashi                   Director
-----------------------------
        Dean J. Takahashi


/s/ James S. Tisch                      Director
-----------------------------
        James S. Tisch





                                        4

<PAGE>

                                INDEX TO EXHIBITS
                                -----------------


EXHIBITS
--------

4.1*              Restated Certificate of Incorporation of the Registrant.

4.2               By-laws of the Registrant (incorporated herein by reference to
                  Exhibit 3(ii) to the Registrant's Form 10-Q filed with the
                  Commission on November 14, 2001 (SEC file No. 1-10024)).

4.3               BKF Capital Group, Inc. 1998 Incentive Compensation Plan
                  (incorporated herein by reference to Annex B to the
                  Registrant's Schedule 14A filed with the Commission on April
                  24, 2001 (SEC file No. 1-10024).

4.4               Form of Stock Option Award Agreement (incorporated herein by
                  reference to Exhibit 4.4 to the Registrant's Registration
                  Statement on Form S-8 filed with the Commission on November
                  17, 2000 (Registration No. 333-30132)).

4.5               Form of Deferred Stock Award Agreement (incorporated herein by
                  reference to Exhibit 4.5 to the Registrant's Registration
                  Statement on Form S-8 filed with the Commission on November
                  17, 2000 (Registration No. 333-50132)).

4.6               Rights Agreement, dated as of June 8, 2001, between the
                  Registrant and Mellon Investor Services, LLC., as rights agent
                  (incorporated by reference to the Registrant's Registration
                  Statement on Form 8-A filed with the Commission on June 11,
                  2001 (SEC file No. 1-10024).

5.1*              Opinion of Norris Nissim, Esq., Vice President, General
                  Counsel and Secretary of the Registrant, regarding the
                  legality of the Common Stock being registered.

23.1*             Consent of Ernst & Young LLP.

23.2*             Consent of Norris Nissim (included in Exhibit 5.1).

24.1*             Power of Attorney (included on signature page).

------------------------
* Filed herewith.


                                        5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>ex4-1forms8.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>

                                                                     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.

<PAGE>

         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.





                                                                               2


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>ex5-1forms8.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

                                                                     EXHIBIT 5.1



                             BKF Capital Group, Inc.
                              One Rockefeller Plaza
                            New York, New York 10020



                                                               December 13, 2001


BKF Capital Group, Inc.
One Rockefeller Plaza
New York, New York 10020

Dear Sirs:

                  I am familiar with the BKF Capital Group, Inc. 1998 Incentive
Compensation Plan (the "Plan") under which an aggregate of 3,300,000 shares of
common stock, par value $1.00 per share (the "Common Stock"), of BKF Capital
Group, Inc., a Delaware corporation (the "Company"), have been authorized for
issuance. I have acted as counsel to the Company in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-8 (the "Registration Statement") with respect to the registration under
the Act of 2,000,000 shares of Common Stock and the associated common share
purchase rights (the "Shares"). In this connection, I have examined such
records, documents and proceedings, as I have deemed relevant and necessary as a
basis for the opinion expressed herein.

                  Based upon the foregoing, I am of the opinion that the Shares
have been duly authorized for issuance by all proper corporate action and, when
such Shares are issued in accordance with the terms of the Plan and any
conditions or restrictions relating thereto shall have been satisfied, such
Shares will be legally issued, fully paid and non-assessable.

                  I hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.


                                                Very truly yours,

                                                /s/ Norris Nissim
                                                -----------------
                                                Norris Nissim
                                                Vice President, General
                                                Counsel and Secretary


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>ex23-1forms8.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>

                                                                    EXHIBIT 23.1



                         CONSENT OF INDEPENDENT AUDITORS


                  We consent to the incorporation by reference in this
Registration Statement (Form S-8) pertaining to the 1998 Incentive Compensation
Plan of BKF Capital Group, Inc. of our report dated January 31, 2001, appearing
in the Annual Report (Form 10-K) for the year ended December 31, 2000, filed
with the Securities and Exchange Commission.


/s/ ERNST & YOUNG LLP


New York, New York
December 11, 2001


</TEXT>
</DOCUMENT>
</SUBMISSION>
