SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ICAHN CARL C ET AL

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES CORP

767 FIFTH AVE #4700

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/19/2005

3. Issuer Name and Ticker or Trading Symbol
BKF CAPITAL GROUP INC [ BKF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $1.00 ("Shares")	1,194,100⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

ICAHN CARL C ET AL

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES CORP

767 FIFTH AVE #4700

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Hopper Investments LLC

(Last)

(First)

(Middle)

100 SOUTH BEDFORD ROAD

(Street)

MT KISCO

10549

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BARBERRY CORP /NY/

(Last)

(First)

(Middle)

100 SOUTH BEDROD RD

(Street)

MT KISCO

10549

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HIGH RIVER LIMITED PARTNERSHIP /NY/

(Last)

(First)

(Middle)

100 S BEDFORD RD

(Street)

MT KISKO

10549

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Icahn Partners Master Fund LP

(Last)

(First)

(Middle)

C/O WALKERS SPV LIMITED, P.O. BOX 908GT

87 MARY STREET

(Street)

GEORGE TOWN, GRAND CANYON

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Icahn Offshore LP

(Last)

(First)

(Middle)

100 SOUTH BEDFORD ROAD

(Street)

MT. KISCO

10549

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CCI Offshore Corp.

(Last)

(First)

(Middle)

100 SOUTH BEDFORD ROAD

(Street)

MT KISCO

10549

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Icahn Partners L P

(Last)

(First)

(Middle)

767 5TH AVE 47TH FL

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Icahn Onshore LP

(Last)

(First)

(Middle)

100 SOUTH BEDFORD ROAD

(Street)

MT. KISCO

10549

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CCI Onshore Corp.

(Last)

(First)

(Middle)

100 SOUTH BEDFORD ROAD

(Street)

MT KISCO

10549

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Barberry Corp. is the sole member of Hopper Investments LLC, which is the general partner of High River Limited Partnership. CCI Offshore Corp. is the general partner of Icahn Offshore LP, which is the general partner of Icahn Partners Master Fund LP. CCI Onshore Corp. is the general partner of Icahn Onshore LP, which is the general partner of Icahn Partners LP. Each of Barberry Corp., CCI Offshore Corp. and CCI Onshore Corp. is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

2. High River Limited Partnership owns 498,820 Shares. Icahn Partners Master Fund LP owns 389,357 Shares. Icahn Partners LP owns 305,923 Shares. Each of Hopper Investments LLC, Barberry Corp. and Mr. Icahn, by virtue of their relationships to High River Limited Partnership may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River Limited Partnership directly owns, but each of them disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

3. Each of Icahn Offshore LP, CCI Offshore Corp. and Mr. Icahn by virtue of their relationships to Icahn Master Fund LP may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners Master Fund LP directly owns, but each of them disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

4. Each of Icahn Onshore LP, CCI Onshore Corp. and Mr. Icahn, by virtue of their relationships to Icahn Partners LP may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners LP directly owns, but each of them disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

	Carl C. Icahn	10/31/2005
	Hopper Investments LLC	10/31/2005
	Barberry Corp.	10/31/2005
	High River Limited Partnership	10/31/2005
	Icahn Partners Master Fund LP	10/31/2005
	Icahn Offshore LP	10/31/2005
	CCI Offshore Corp.	10/31/2005
	Icahn Partners LP	10/31/2005
	Icahn Onshore LP	10/31/2005
	CCI Onshore Corp.	10/31/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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