<SUBMISSION>
<ACCESSION-NUMBER>0000950123-02-012261
<TYPE>SC TO-I/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20021226
<SUBJECT-COMPANY>
<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>SC TO-I/A
<ACT>34
<FILE-NUMBER>005-10454
<FILM-NUMBER>02869035
</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 ET AL
<DATE-CHANGED>19940714
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BAKER FENTRESS & CO
<DATE-CHANGED>19970829
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<FILED-BY>
<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>SC TO-I/A
</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 ET AL
<DATE-CHANGED>19940714
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BAKER FENTRESS & CO
<DATE-CHANGED>19970829
</FORMER-COMPANY>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-I/A
<SEQUENCE>1
<FILENAME>y66399a1sctoviza.txt
<DESCRIPTION>BKF CAPITAL GROUP, INC.
<TEXT>
<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 26, 2002
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE TO
                                  (RULE 13e-4)
          TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 1)

                            BKF CAPITAL GROUP, INC.
     (Name of Subject Company (Issuer) and Name of Filing Person (Offeror))

                       OPTIONS TO PURCHASE COMMON STOCK,
                           PAR VALUE $1.00 PER SHARE
                         (Title of Class of Securities)
                                   05548G102
                     (CUSIP Number of Class of Securities)
                           (Underlying Common Stock)

                                 NORRIS NISSIM
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            BKF CAPITAL GROUP, INC.
                             ONE ROCKEFELLER PLAZA
                            NEW YORK, NEW YORK 10020
                                 (212) 332-8400
 (Name, address, and telephone numbers of person authorized to receive notices
                and communications on behalf of filing persons)

                                    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

[ ]  Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[ ]  third-party tender offer subject to Rule 14d-1.

[X]  issuer tender offer subject to Rule 13e-4.

[ ]  going-private transaction subject to Rule 13e-3.

[ ]  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer:  [ ]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

     BKF Capital Group, Inc., a Delaware corporation (the "Company"), hereby
amends and supplements its Tender Offer Statement on Schedule TO, originally
filed with the Securities and Exchange Commission (the "Commission") on December
11, 2002 (the "Schedule TO"), in connection with the offer by the Company to
allow certain employees of the Company to exchange options to purchase shares of
common stock, par value $1.00 per share of the Company, in exchange for shares
of deferred stock of the Company, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated December 11, 2002 (the "Offer to
Purchase"), a copy of which is attached to the Schedule TO as Exhibit (a)(1),
and in the related Letter of Transmittal (the "Letter of Transmittal"), a copy
of which is attached to the Schedule TO as Exhibit (a)(2) (which, together with
the Offer to Purchase, as amended or supplemented from time to time, constitute
the "Offer"). Capitalized terms used and not otherwise defined herein shall have
the meanings assigned thereto in the Schedule TO.

ITEM 4.  TERMS OF THE TRANSACTION.

     Item 4 of the Schedule TO, which expressly incorporates by reference the
information provided in the Offer to Purchase and the Letter of Transmittal in
response to this Item, is hereby amended and supplemented as follows:

     1. The subsection titled "Determination Of Validity; Rejection Of Options;
Waiver Of Defects; No Obligation To Give Notice Of Defects" of Section "3.
Procedures for Electing to Exchange Options" of the Offer to Purchase is hereby
deleted in its entirety and the following is substituted therefor:

     "Determination Of Validity; Rejection Of Options; Waiver Of Defects; No
Obligation To Give Notice Of Defects. We will determine, in our discretion, all
questions as to form of documents and the validity, eligibility, including time
of receipt, and acceptance of any election to exchange eligible options. Our
determination of these matters will be final and binding on all parties. We
reserve the right to reject any or all elections to exchange options that we
determine are not in appropriate form or that we determine are unlawful to
accept. Otherwise, we will accept properly and timely elected options that are
not validly withdrawn. We also reserve the right to waive any of the conditions
of the offer or any defect or irregularity in any election with respect to any
particular options or any particular option holder. If we waive a condition with
respect to any particular option holder, we will do so for all option holders.
No election to exchange eligible options will be valid until all defects or
irregularities have been cured by the electing option holder or waived by us.
Neither we nor any other person is obligated to give notice of any defects or
irregularities in elections, nor will anyone incur any liability for failure to
give any such notice."

     2. Section "6. Conditions to the Offer" of the Offer to Purchase is hereby
deleted in its entirety and the following is substituted therefor:

     "Promptly following the expiration date (which will be January 10, 2003 at
11:59 p.m., Eastern Standard Time, unless we extend it), subject to satisfaction
of conditions set forth below, we will accept all eligible options that are
properly tendered. If the conditions set forth below are not satisfied, we may
reject all (but not less than all) options that are properly tendered. If we
reject all options that are tendered, we will promptly communicate such
rejection to all holders of eligible options, and you will keep all your current
options and you will not receive any restricted stock units.

     Notwithstanding any other provision of the offer, we will not be required
to accept any options elected for exchange, and we may terminate or amend the
offer, or postpone our acceptance and cancellation of any options elected for
exchange, in each case, subject to Section 13e-4(f)(5) under the Securities
Exchange Act of 1934 (the "Exchange Act"), if, at any time on or after the
commencement of the offer and prior to the expiration date, any of the following
events has occurred, or has been determined by us to have occurred, and, in our
reasonable judgment in any such case, the occurrence of such event or events
makes it inadvisable for us to proceed with the offer or with such acceptance
and cancellation of options elected for exchange:

     - there has been threatened or instituted or is pending any action or
       proceeding by any government or governmental, regulatory or
       administrative agency, authority or tribunal or any other person,
       domestic or foreign, before any court, authority, agency or tribunal that
       directly or indirectly (1) challenges the

                                        1
<PAGE>

       making of the offer, the acquisition of some or all of the options
       elected for exchange pursuant to the offer, the exchange of restricted
       stock units for such options, or otherwise relates in any manner to the
       offer or (2) in our reasonable judgment, could materially and adversely
       affect our business, condition (financial or other), income, operations
       or prospects, or otherwise materially impair in any way the contemplated
       future conduct of our business or the business of any of our
       subsidiaries;

     - there has been any action threatened, pending or taken, or approval
       withheld, or any statute, rule, regulation, judgment, order or injunction
       threatened, proposed, sought, promulgated, enacted, entered, amended,
       enforced or deemed to be applicable to the offer or us or any of our
       subsidiaries, by any court or any authority, agency or tribunal that, in
       our reasonable judgment, would or might directly or indirectly:

      - make the acceptance for exchange of, or issuance of restricted stock
        units for, some or all of the options elected for exchange illegal or
        otherwise restrict or prohibit completion of the offer or otherwise
        relates in any manner to the offer;

      - delay or restrict our ability, or render us unable, to accept for
        exchange, or issue restricted stock units for, some or all of the
        options elected for exchange; or

      - materially and adversely affect our business, condition (financial or
        other), income, operations or prospects, or otherwise materially impair
        in any way the contemplated future conduct of our business or the
        business of any of our subsidiaries;

     - there has occurred:

      - any general suspension of trading in, or limitation on prices for,
        securities on any national securities exchange or in the
        over-the-counter market;

      - the declaration of a banking moratorium or any suspension of payments in
        respect of banks in the United States, whether or not mandatory;

      - the commencement or escalation of a war, armed hostilities or other
        international or national crisis directly or indirectly involving the
        United States;

      - any limitation, whether or not mandatory, by any governmental,
        regulatory or administrative agency or authority on, or any event that
        in our reasonable judgment might affect, the extension of credit by
        banks or other lending institutions in the United States;

      - a decrease of 25% or more in the market price of the shares of our
        common stock during any time period after the commencement of the offer
        or any change in the general political, market, economic or financial
        conditions in the United States or abroad that could, in our reasonable
        judgment, have a material adverse effect on our business, condition
        (financial or other), operations or prospects or on the trading in our
        common stock;

      - any change in the general political, market, economic or financial
        conditions in the United States or abroad that could have a material
        adverse effect on our business, condition (financial or other),
        operations or prospects or that, in our reasonable judgment, makes it
        inadvisable to proceed with the offer;

      - in the case of any of the foregoing existing at the time of the
        commencement of the offer, a material acceleration, escalation or
        worsening thereof; or

      - any decline in either the Dow Jones Industrial Average or the Standard
        and Poor's Index of 500 Companies by an amount in excess of 10% measured
        during any time period after the commencement of the offer;

                                        2
<PAGE>

     - a tender or exchange offer with respect to some or all of our common
       stock, or a merger or acquisition proposal for us, shall have been
       proposed, announced or made by another person or entity or shall have
       been publicly disclosed, or we shall have learned that:

      - any person, entity or "group," within the meaning of Section 13(d)(3) of
        the Exchange Act, (other than any such person, entity or group that has
        filed a Schedule 13D or Schedule 13G with the Securities and Exchange
        Commission prior to the commencement of the offer to exchange) shall
        have acquired or proposed to acquire beneficial ownership of more than
        5% of the outstanding shares of our common stock, or any new group shall
        have been formed that beneficially owns more than 5% of the outstanding
        shares of our common stock (other than any such person, entity or group
        that has filed a Schedule 13D or Schedule 13G with the Securities and
        Exchange Commission prior to the commencement of the offer to exchange);

      - any such person, entity or group that has filed a Schedule 13D or
        Schedule 13G with the Securities and Exchange Commission before
        expiration of the offer shall have acquired or proposed to acquire
        beneficial ownership of an additional 2% or more of the outstanding
        shares of our common stock; or

      - any person, entity or group shall have filed a Notification and Report
        Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
        amended, or made a public announcement reflecting an intent to acquire
        us or any of the assets or securities of us; or

     - any change or changes shall have occurred in the business, condition
       (financial or other), assets, income, operations, prospects or stock
       ownership of the Company or its subsidiaries that, in our reasonable
       judgment, is or may have a materially adverse effect on the Company or
       its subsidiaries.

     The conditions to the offer are for our benefit. We may assert them in our
discretion regardless of the circumstances giving rise to them prior to the
expiration date. We may waive them, in whole or in part, at any time and from
time to time prior to the expiration date, in our discretion, whether or not we
waive any other condition to the offer. Our failure at any time to exercise any
of these rights will not be deemed a waiver of any such rights. The waiver of
any of these rights with respect to particular facts and circumstances will not
be deemed a waiver with respect to any other rights. Any determination we make
concerning the events described in this section will be final and binding upon
all persons."

     3. The first paragraph on the first page of the Letter of Transmittal is
hereby amended and supplemented by deleting the phrase "and read" from the
second sentence.

     4. The first paragraph of the Election Withdrawal Notice is hereby amended
and supplemented by deleting the sentence "I have read and understand all of the
terms and conditions of the Offer to Exchange."

ITEMS 1 THROUGH 11.

     Items 1 through 11 of the Schedule TO, which expressly incorporates by
reference the information provided in the Offer to Purchase and the Letter of
Transmittal in response to these Items, are hereby amended and supplemented by
deleting in its entirety the second paragraph in Section "16. Additional
Information" of the Offer to Purchase.

                                        3
<PAGE>

                                   SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.

                                          BKF CAPITAL GROUP, INC.

                                          By:       /s/ NORRIS NISSIM
                                            ------------------------------------
                                                       Norris Nissim
                                              Vice President, General Counsel
                                                       and Secretary

Date: December 26, 2002

                                        4
<PAGE>

                               INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER
-------
<C>     <C>   <S>
  (a)    (1)  Offer to Exchange, dated December 11, 2002.*
         (2)  Form of Letter of Transmittal.*
         (3)  Form of Deferred Stock Award Agreement.*
         (4)  Form of Election Withdrawal Notice.*
         (5)  Form of Letter to Eligible Option Holders.*
         (6)  Form of Acceptance.*
         (7)  Press Release, dated December 11, 2002 announcing the
              Offer.*
         (8)  The Company's Annual Report on Form 10-K for its fiscal year
              ended December 31, 2001, filed with the Securities and
              Exchange Commission on April 1, 2002 (incorporated herein by
              reference) (SEC File No. 1-10024).
         (9)  The Company's Quarterly Report on Form 10-Q for its fiscal
              quarter ended March 31, 2002, filed with the Securities and
              Exchange Commission on May 14, 2002 (incorporated herein by
              reference) (SEC File No. 1-10024).
        (10)  The Company's Quarterly Report on Form 10-Q for its fiscal
              quarter ended June 30, 2002, filed with the Securities and
              Exchange Commission on August 14, 2002 (incorporated herein
              by reference) (SEC File No. 1-10024).
        (11)  The Company's Quarterly Report on Form 10-Q for its fiscal
              quarter ended September 30, 2002, filed with the Securities
              and Exchange Commission on November 14, 2002 (incorporated
              herein by reference) (SEC File No. 1-10024).
  (b)   Not applicable.
  (d)    (1)  The Company's 1998 Incentive Compensation Plan (incorporated
              by reference to Exhibit 10.1 to the Company's Quarterly
              Report on Form 10-Q for the period ended June 30, 2001 filed
              with the Securities and Exchange Commission on August 14,
              2001) (SEC File No. 1-10024).
  (g)   Not applicable.
  (h)   Not applicable.
</Table>

---------------
* Previously filed.

                                        5

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