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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G
                                (Amendment No. 2)

                    Under the Securities Exchange Act of 1934



                             BKF Capital Group, Inc.
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                                 (Name of Issuer


                       Common Stock, par value $1.00 share
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                         (Title of Class of Securities)


                                    057213100
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                                 (CUSIP Number)


                                December 31, 2002
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             (Date of Event Which Requires Filing of This Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:
                             [X] Rule 13d-1(c)
                             [ ] Rule 13d-1(d)
                             [ ] Rule 13d-1(b)


* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

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<PAGE>
                                  SCHEDULE 13G
--------------------------                              ------------------------
CUSIP No.   057213100                                      Page  2  of  5  Pages
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1.                NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
                  NO. OF ABOVE PERSON

                  NEWBERG FAMILY TRUST u/d/t 12/18/90
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2.                CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (A) [ ]
                                                                      (B) [X]
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3.                SEC USE ONLY


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4.                CITIZENSHIP OR PLACE OF ORGANIZATION

                  CALIFORNIA
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                               5.     SOLE VOTING POWER

                                      401,500
   NUMBER OF                  --------------------------------------------------
    SHARES                     6.     SHARED VOTING POWER
 BENEFICIALLY
   OWNED BY                           0
    EACH                      --------------------------------------------------
  REPORTING                    7.     SOLE DISPOSITIVE POWER
   PERSON
    WITH:                             401,500
                              --------------------------------------------------
                               8.     SHARED DISPOSITIVE POWER

                                      0
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9.                AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  401,500
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10.               CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
                  CERTAIN SHARES*                                          [ ]
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11.               PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  6.1%
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12.               TYPE OF REPORTING PERSON*

                  00 - Trust
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<PAGE>
                                                       Page   3   of   5   Pages
                                                            -----    ------
ITEM 1.

      (a) Name of Issuer:    BKF Capital Group, Inc.
                          ---------------------------

      (b) Address of Issuer's Principal Executive Offices:

                       One Rockefeller Plaza, New York, NY 10020
                    ----------------------------------------------


ITEM 2.

      (a) Name of Person Filing:

             Bruce L. Newberg as Trustee of the Newberg Family Trust
           ----------------------------------------------------------

      (b) Address of Principal Business Office or, if none, Residence:

                    11601 Wilshire Boulevard, Los Angeles, CA 90025
                  --------------------------------------------------

      (c) Citizenship: Delaware
                      -----------

      (d) Title of Class of Securities:  Common Stock, $1.00 par value
                                       ---------------------------------
      (e) CUSIP Number:  057213100
                       -------------


ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK
        WHETHER THE PERSON FILING IS A:

     (a)  [ ] Broker or Dealer registered under Section 15 of the Act
     (b)  [ ] Bank as defined in section 3(a)(6) of the Act
     (c)  [ ] Insurance Company as defined in section 3(a)(19) of the Act
     (d)  [ ] Investment  Company  registered  under section 8 of the Investment
              Company Act of 1940
     (e)  [ ] Investment  Adviser registered under section 203 of the Investment
              Advisers Act or under the laws of any State
     (f)  [ ] Employee  Benefit  Plan,  Pension  fund  which is  subject to the
              provisions of the Employee  Retirement  Income Security Act of
              1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
     (g)  [ ] Parent  Holding  Company  or  control  person, in  accordance with
              Section 240.13d-1(b)(ii)(G)(Note: See Item 7)
     (h)  [ ] A Savings  Association  as defined in Section  3(b) of the Federal
              Deposit Insurance Act
     (i)  [ ] A  Church  Plan  that  is  excluded  from  the  definition  of  an
              investment  company under Section  3(c)(14) of the Investment
              Company Act of 1940
     (j)  [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J)

If this statement is filed pursuant to Section 240.13d-1(c), check this box [X].


ITEM 4.   OWNERSHIP

     If the percent of the class owned, as of December 31 of the year covered by
this statement, or as of the last day of any month described in Rule 13d-1(b)(2)
if applicable exceeds five percent, provide the following information as of that
date and identify those shares which there is a right to acquire.

<PAGE>

                                                        Page   4   of   5  Pages
                                                             -----    -----

      NEWBERG FAMILY TRUST U/D/T DECEMBER 18, 1990

      (a) Amount Beneficially Owned:  401,500
                                    --------------------------------------------
      (b) Percent of Class:  6.1%
                           -----------------------------------------------------
      (c) Number of shares as to which such person has:

         (i)sole power to vote or to direct the vote:       401,500
                                                     ---------------------------
         (ii)shared power to vote or to direct the vote:    0
                                                        ------------------------
         (iii)sole power to dispose or to direct the disposition of:  401,500
                                                                    ------------
         (iv)shared power to dispose or to direct the disposition of:   0
                                                                     -----------


ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

  If this statement is being filed to report the fact that as of the date hereof
the  reporting  person has ceased to be the  beneficial  owner of more than five
percent of the class of securities, check the following [ ]. NOT APPLICABLE.


ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

     If any other  person is known to have the right to  receive or the power to
direct the receipt of dividends  from,  or the  proceeds  from the sale of, such
securities,  a statement  to that effect  should be included in response to this
item and, if such interest relates to more than five percent of the class,  such
person  should be  identified.  A listing of the  shareholders  of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employees benefit plan,  pension fund or endowment fund is not required.  NOT
APPLICABLE.


ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
          SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

     If a parent  holding  company  has filed this  schedule,  pursuant  to Rule
13d-1(b)(ii)(G),  so indicate under Item 3(g) and attach an exhibit  stating the
identity and the Item 3 classification of the relevant  subsidiary.  If a parent
holding  company has filed this schedule  pursuant to Rule  13d-1(c),  attach an
exhibit stating the identification of the relevant subsidiary. NOT APPLICABLE.


ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

     If a group has filed this  schedule  pursuant to Rule  13d-1(b)(ii)(J),  so
indicate  under Item 3(h) and attach an exhibit  stating the identity and Item 3
classification  of each member of the group.  If a group has filed this schedule
pursuant to Rule 13d-1(d), attach an exhibit stating the identity of each member
of the group. NOT APPLICABLE.

<PAGE>
                                                        Page   5   of   5  Pages
                                                             -----    -----


ITEM 9.   NOTICE OF DISSOLUTION OF GROUP

     Notice of dissolution of a group may be furnished as an exhibit stating the
date  of  the   dissolution  and  that  all  further  filings  with  respect  to
transactions in the security report on will be filed, if required, by members of
the group, in their individual capacity. NOT APPLICABLE.


ITEM 10.  CERTIFICATION

     By signing  below,  I certify that, to the best of my knowledge and belief,
the  securities  referred to above were  acquired  and are held in the  ordinary
course of business and were not acquired and are not held for the purpose of and
do not have the effect of changing or  influencing  the control of the issuer of
such  securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.





                                    SIGNATURE

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



Date:     February 6, 2003                     Newberg Family Trust



                                               By: /s/ Bruce L. Newberg
                                                  ------------------------------
                                                   Bruce L. Newberg, Trustee

