SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                  SCHEDULE 13G
                                 (RULE 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)
                               (AMENDMENT NO. 2)*

                             BKF Capital Group, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    05548G102
                                 (CUSIP Number)

                                December 31, 2006
             (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ]  Rule 13d-1(b)

[X]  Rule 13d-1(c)

[ ]  Rule 13d-1(d)


                                   Page 1 of 5

                                   ----------

*    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).



                                  SCHEDULE 13G

CUSIP NO. 05548G102                                            PAGE 2 OF 5 PAGES


- --------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Lloyd I. Miller, III               ###-##-####
- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (A)  [ ]
     (B)  [ ]
- --------------------------------------------------------------------------------
3    SEC USE ONLY

- --------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States
- --------------------------------------------------------------------------------
               5   SOLE VOTING POWER

                   310,800
  NUMBER OF    -----------------------------------------------------------------
   SHARES      6   SHARED VOTING POWER
BENEFICIALLY
    OWNED          409,939
   BY EACH     -----------------------------------------------------------------
  REPORTING    7   SOLE DISPOSITIVE POWER
   PERSON
    WITH           310,800
               -----------------------------------------------------------------
               8   SHARED DISPOSITIVE POWER

                   409,939
- --------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     720,739
- --------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

     [ ]
- --------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     8.9%
- --------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON

     IA-OO**
- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

**   See Item 4.



                                                                     Page 3 of 5


Item 1(a). Name of Issuer:

     BKF Capital Group, Inc.

Item 1(b). Address of Issuers's Principal Executive Offices:

     One Rockefeller Plaza
     New York, New York 10020

Item 2(a). Name of Person Filing:

     Lloyd I. Miller, III

Item 2(b). Address of Principal Business Office or, if None, Residence:

     4550 Gordon Drive, Naples,
     Florida 34102

Item 2(c). Citizenship:

     U.S.A.

Item 2(d). Title of Class of Securities:

     Common Stock

Item 2(e). CUSIP Number:

     05548G102

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or (c),
     CHECK WHETHER THE PERSON FILING IS A:

     Not Applicable, this statement is filed pursuant to 13d-1(c)

Item 4. OWNERSHIP: The reporting person has sole voting and dispositive power
     with respect to 310,800 of the reported securities as a manager of a
     limited liability company that is the general partner of a certain limited
     partnership. The reporting person has shared voting and dispositive power
     with respect to 409,939 of the reported securities as an investment advisor
     to the trustee of certain family trusts.

     (a)  720,739

     (b)  8.9%

     (c)  (i) sole voting power: 310,800

          (ii) shared voting power: 409,939

          (iii) sole dispositive power: 310,800

          (iv) shared dispositive power: 409,939

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

     Not Applicable

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

     Persons other than Lloyd I. Miller III, have the right to receive or the
     power to direct the receipt of dividends from, or the proceeds from the
     sale of, the reported securities.

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

     Not Applicable



                                                                     Page 4 of 5


Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

     Not Applicable

Item 9. NOTICE OF DISSOLUTION OF GROUP:

     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 not acquired and are not held for the
     purpose of or with the effect of changing or influencing the control of the
     issuer of the securities and were not acquired and are not held in
     connection with or as a participant in any transaction having that purpose
     or effect.



                                                                     Page 5 of 5


                                    SIGNATURE

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


Dated: February 8, 2007                 /s/ Lloyd I. Miller, III
                                        ----------------------------------------
                                        Lloyd I. Miller, III