UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Commission file number: 1-10024

BKF Capital Group, Inc.

(Exact name of registrant as specified in its charter)

(212) 332-8400

(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes o          No þ

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     Yes þ          No o

      Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes o          No þ

      As of September 30, 2005, 7,834,829 shares of the registrant’s common stock, $1.00 par value, were outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollar amounts in thousands)

BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollar amounts in thousands, except per share data)

(Unaudited)

BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands)

(Unaudited)

BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2005

(Amounts in thousands)

(Unaudited)

BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

      The consolidated interim financial statements of BKF Capital Group, Inc. (“BKF” or the “Company”) and its subsidiaries included herein have been prepared in accordance with generally accepted accounting principles for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. These consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/ A for the year ended December 31, 2004. The Company follows the same accounting policies in the preparation of interim reports. In the opinion of management, the consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the financial condition, results of operations and cash flows of the Company for the interim periods presented and are not necessarily indicative of a full year’s results. BKF Capital Group, Inc. (the “Company”) operates through a wholly-owned subsidiary, Levin Management Co., Inc. and its subsidiaries, all of which are referred to as “Levco.” The Company trades on the New York Stock Exchange, Inc. (“NYSE”) under the symbol (“BKF”).

      The Consolidated Financial Statements of Levco include its wholly-owned subsidiaries LEVCO Europe Holdings, Ltd. (“LEVCO Holdings”) and its wholly-owned subsidiary, LEVCO Europe, LLP (“LEVCO Europe”), John A. Levin & Co., Inc., (“JALCO”), JALCO’s two wholly-owned subsidiaries, Levco GP Inc. (“Levco GP”) and LEVCO Securities, Inc. (“LEVCO Securities”) and certain affiliated investment partnerships for which the Company is deemed to have a controlling interest in the applicable partnership. Three investment partnerships were consolidated at June 30, 2005 and one at December 31, 2004. In addition, the operations of three investment partnerships were included in the statements of operation and cash flows for the six-months ended June 30, 2005 while one investment partnership was consolidated for the six-months ended June 30, 2004. All intercompany transactions have been eliminated in consolidation.

      JALCO is an investment advisor registered under the Investment Advisers Act of 1940, as amended, which provides investment advisory services to its clients which include U.S. and foreign corporations, mutual funds, limited partnerships, universities, pension and profit sharing plans, individuals, trusts, not-for-profit organizations and foundations. JALCO also participates in broker consulting programs (Wrap Accounts) with several nationally recognized financial institutions. LEVCO Securities is registered with the SEC as a broker-dealer and is a member of the National Association of Securities Dealers, Inc. Levco GP acts as the managing general partner of several affiliated investment partnerships and is registered with the Commodities Futures Trading Commission as a commodity pool operator.

      During a review of the Company’s equity compensation plan, it was determined that certain RSU grants under the plan should have been accounted for as equity instruments. Previously, the Company accounted for these RSU as a liability on the Consolidated Statement of Financial Condition. RSU awards where employees can compel the Company to settle the award by transferring cash or other assets to employees rather than by issuing equity instruments would result in the Company’s incurring a liability. In contrast, if the Company is not compelled to settle the RSU award by transferring assets other then its own stock and has the intent to settle the RSU award with its own stock then the RSU award should be accounted for as an equity instrument. The Company settles these RSU in equity.

      The Company has determined that the RSU awards should have been classified as additional paid-in capital on the date of grant with a corresponding increase to unearned compensation, with compensation expense charged over the vesting period reducing the unearned compensation balance. Previously the RSU

BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

awards were accounted for as an increase to accrued incentive compensation and incentive compensation expense over the vesting period. The effect of this change will be to increase stockholders’ equity by $16.0 million as of December 31, 2004 and reduce liabilities by the same amounts. This change did not result in any adjustment to the Consolidated Statements of Operations.

      Operating Companies. Financial Accounting Standards Board (“FASB”) Interpretation No. 46, “Consolidation of Variable Interest Entities — an interpretation of Accounting Research Bulletin No. 51 (“ARB 51”), “Consolidated Financial Statements,” to variable interest entities (“VIE”), (“FIN 46”), which was issued in January 2003 and revised in December 2003 (“FIN 46R”), defines the criteria necessary to be considered an operating company (i.e., voting interest entity) for which the consolidation accounting guidance of Statement of Financial Accounting Standards (“SFAS”) No. 94, “Consolidation of All Majority-Owned Subsidiaries, (“SFAS 94”) should be applied. As required by SFAS 94, the Company consolidates operating companies in which BKF has a controlling financial interest. The usual condition for a controlling financial interest is ownership of a majority of the voting interest. FIN 46R defines operating companies as businesses that have a sufficient legal equity to absorb the entities’ expected losses and, in each case, for which the equity holders have substantive voting rights and participate substantively in the gains and losses of such entities. Operating companies in which the Company is able to exercise significant influence but do not control are accounted for under the equity method. Significant influence generally is deemed to exist when the Company owns 20% to 50% of the voting equity of an operating entity. The Company has determined that it does not have any VIE. Entities consolidated are based on equity ownership of the entity by the Company and its affiliates.

      The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

      Generally, investment advisory fees are billed quarterly, in arrears, and are based upon a percentage of the market value of each account at the end of the quarter. Wrap account fees are billed quarterly based upon a percentage of the market value of each account as of the previous quarter end. Incentive fees, general partner incentive allocations earned from affiliated investment partnerships, and incentive fees from other accounts are accrued on a quarterly basis and are billed quarterly or at the end of their respective contract year, as applicable. Such accruals may be reversed as a result of subsequent investment performance prior to the conclusion of the applicable contract year.

      Commissions earned on securities transactions executed by LEVCO Securities and related expenses are recorded on a trade-date basis net of any sales credits.

      Commissions earned on distribution of an unaffiliated investment advisor’s funds are recorded once a written commitment is obtained from the investor.

BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Marketable securities owned and securities sold short, are valued at independent market prices with the resultant unrealized gains and losses included in operations.

      Security transactions are recorded on a trade date basis.

      Interest income and expense are accrued as earned or incurred.

      Dividend income and expense are recorded on the ex-dividend date.

      Levco GP serves as the managing general partner for several affiliated investment partnerships (“AIP”), which primarily engage in the trading of publicly traded equity securities, and in the case of one partnership, distressed corporate debt. The assets and liabilities and results of operations of the AIP are not included in the Company’s consolidated statements of financial condition with the exception of Levco GP’s equity ownership and certain AIP whereby Levco GP is deemed to have a controlling interest in the partnership (see Note 4). The limited partners of the AIP have the right to redeem their partnership interests at least quarterly.

      Additionally, the unaffiliated limited partners of the AIP may terminate Levco GP as the general partner of the AIP at any time. Levco GP does not maintain control over the unconsolidated AIP, has not guaranteed any of the AIP obligations, nor does it have any contractual commitments associated with them. Investments in the unconsolidated AIP held through Levco GP, are recorded based upon the equity method of accounting.

      Levco GP’s investment amount in the unconsolidated AIP equals the sum total of its capital accounts, including incentive allocations, in the AIP. Each AIP values its underlying investments in accordance with policies as described in its audited financial statements and underlying offering memoranda. It is the Company’s general practice to withdraw the incentive allocations earned from the AIP within three months after the year end. Levco GP has general partner liability with respect to its interest in each of the AIP and has no investments in the AIP other than its interest in these partnerships. See Note 5 — Related Transactions.

      The Company accounts for income taxes under the liability method prescribed by Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis. Future tax benefits are recognized only to the extent that realization of such benefits is more likely than not to occur.

      The Company files consolidated Federal and combined state and local income tax returns.

      Long-lived assets are accounted for in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which requires impairment losses to be recognized on long-lived assets used in operations when an indication of an impairment exists. If the expected future undiscounted cash flows are less than the carrying amount of the assets, an impairment loss would be recognized to the extent the carrying value of such asset exceeded its fair value.

      The cost in excess of net assets of Levco acquired by BKF in June 1996 is reflected as goodwill, investment advisory contracts, and employment contracts in the Consolidated Statements of Financial Condition. Through December 31, 2001, goodwill was amortized straight line over 15 years. Effective

BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

January 1, 2002 the Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets”. Under SFAS No. 142, goodwill is no longer amortized but is subject to an impairment test at least annually or when indicators of potential impairment exist. Other intangible assets with finite lives are amortized over their useful lives. Investment contracts are amortized straight line over 10 years. These contracts will be fully amortized by June 30, 2006.

      The Company accounts for Earnings Per Share under SFAS No. 128, “Earnings Per Share”. Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the total of the weighted average number of shares of common stock outstanding and common stock equivalents. Diluted earnings (loss) per share is computed using the treasury stock method.

      The following table sets forth the computation of basic and diluted (loss) per share (dollar amounts in thousands, except per share data):

      In calculating diluted (loss) per share for the three and six-months ended June 30, 2005 and 2004 common stock equivalents of 995,007 and 1,892,610, respectively, were excluded due to their anti-dilutive effect on the calculation.

      SFAS No. 123, “Accounting for Stock-Based Compensation,” (“SFAS 123”) established financial accounting and reporting standards for equity-based and non-employee compensation. SFAS 123 permits companies to account for equity-based employee compensation using the intrinsic value method prescribed by Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” or using the fair-value method under SFAS 123. The company has adopted APB 25 and its related interpretations to account for equity-based employee compensation. Accordingly, no compensation expense was recognized for stock option awards because the exercise price equaled or exceeded the market value on the Company’s common stock on the grant date. Compensation expense for restricted stock units (“RSU”) or restricted stock with future service requirements is recognized over the relevant service periods. In December 2002, the FASB Issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment of FASB Statement No. 123.” SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation and amends the disclosure requirements of SFAS No. 123 to require prominent disclosures about the method of accounting for stock-based compensation. All stock options are fully vested for the applicable periods therefore, disclosure provisions for SFAS No. 123 are not applicable. In December 2004,

BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the FASB issued SFAS No. 123R, “Share-Based Payment.” This statement is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation” and supercedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, primarily focusing on the accounting for transactions in which an entity obtains employee services in share-based payment transactions. Entities will be required to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service, the requisite service period (usually the vesting period), in exchange for the award. The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models. If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. As amended by Securities and Exchange Commission (“SEC”) Interpretive Release 33-8568, “Amendment to Rule 4-01(a) of Regulation S-X Regarding the Compliance Date for Statement of Financial Accounting Standards No. 123 (Revised 2004), Share Based Payment,” this statement is effective as of the beginning of the first interim or annual reporting period of the Company’s first fiscal year beginning after June 15, 2005. In accordance with the SFAS 123R, as amended, the Company will adopt SFAS No. 123R effective January 1, 2006.

      All of the Company’s remaining stock options are fully vested as of June 30, 2005. Therefore, the Company does not expect the adoption of SFAS 123R to have a material effect on the Company’s financial statements.

      Certain prior period amounts reflect reclassifications to conform with the current year’s presentation.

      Securities sold short represent obligations to deliver the underlying securities sold at prevailing market prices and option contracts written represent obligations to purchase or deliver the specified security at the contract price. The future satisfaction of these obligations may be at amounts that are greater or less than that recorded on the consolidated statements of financial condition. The CAP monitors their positions continuously to reduce the risk of potential loss due to changes in market value or failure of counterparties to perform.

      Minority interests in the accompanying consolidated statements of financial condition represent the minority owners’ share of the equity of consolidated investment partnerships. Minority interest in the accompanying consolidated statements of operations represents the minority owners’ share of the income or loss of consolidated investment partnerships.

      Typically, contributions are accepted monthly and withdrawals are made quarterly upon the required notification period having been met. The notification period ranges from thirty to sixty days.

      LEVCO Securities acts as an introducing broker and all transactions for its customers are cleared through and carried by a major U.S. securities firm on a fully disclosed basis. LEVCO Securities has agreed to indemnify its clearing broker for losses that the clearing broker may sustain from the customer accounts

BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

introduced by LEVCO Securities. In the ordinary course of its business, however, LEVCO Securities does not accept orders with respect to client accounts if the funds required for the client to meet its obligations are not on deposit in the client account at the time the order is placed.

      In the normal course of business, the CAP enter into transactions in various financial instruments, including derivatives, for trading purposes, in order to reduce their exposure to market risk. These transactions include option contracts and securities sold short.

      Substantially all of the CAP cash and securities positions are deposited with one clearing broker for safekeeping purposes. The broker is a member of major securities exchanges.

      Included in investment advisory fees receivable are approximately $14.9 million and $768,000 of accrued incentive fees as of June 30, 2005 and December 31, 2004, respectively, for which the full contract measurement period has not been reached. The Company has provided for the applicable expenses relating to this revenue. If the accrued incentive fees are not ultimately realized, a substantial portion of the related accrued expenses will be reversed.

      As required by SFAS 94, the Company consolidates AIP in which the Company has a controlling financial interest. The consolidation of these partnerships does not impact the Company’s equity or net income. Levco GP has general partner liability with respect to its interest in each of the CAP.

BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table presents the consolidation of the CAP with BKF as of June 30, 2005. The consolidating statements of financial condition have been included to assist investors in understanding the components of financial condition and operations of BKF and the CAP. A significant portion of the results of operations have been separately identified in the consolidated statements of operations (dollar amounts in thousands):

BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Summary financial information, including the Company’s carrying value and income from the unconsolidated AIP is as follows (dollar amounts in thousands):

      Included in the carrying value of investments in AIP at June 30, 2005 and December 31, 2004 are accrued incentive allocations approximating $2.4 million and $6.5 million, respectively.

      Included in the Company’s incentive fees and general partner incentive allocations are approximately $964,000 and $300,000 payable directly to employee owned and controlled entities (“Employee Entities”) for the three months ended June 30, 2005 and 2004, and $1.9 million and $2.1 million for the six months ended June 30, 2005 and 2004, respectively. These amounts are included in the Company’s carrying value of the AIP at the end of the applicable period. These Employee Entities, which serve as non-managing general partners of several AIP, also bear the liability for all compensation expense relating to the allocated revenue, amounting to approximately $964,000 and $300,000 for the three months ended June 30, 2005 and 2004, and $1.9 million and $2.1 million for the six months ended June 30, 2005 and 2004, respectively. These amounts are included in the Consolidated Statement of Operations.

      The Company recorded investment advisory fees and incentive allocations/fees from unconsolidated affiliated domestic investment partnerships and affiliated offshore investment vehicles of approximately $18.2 million and $11.9 million for the three months ended June 30, 2005 and 2004, and $37.3 million and $29.9 million for the six months ended June 30, 2005 and 2004, respectively.

      Included in investment advisory and incentive fees receivable at June 30, 2005 and December 31, 2004 are $4.0 million and $4.0 million, respectively, of advisory fees from AIP and sponsored investment offshore vehicles. Also included in investment advisory and incentive fees receivable are $13.4 million and $26.7 million of incentive fees from sponsored offshore investment vehicles at June 30, 2005 and December 31, 2004, respectively.

      In the ordinary course of business, the Company enters into contracts with third parties pursuant to which BKF or the third party provides services to the other. In many of the contracts, the Company agrees to indemnify the third party under certain circumstances. The terms of the indemnity vary from contract to contract and the amount of the indemnification liability, if any, cannot be determined.

First Quarter 2004:

BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Second Quarter 2004:

First Quarter 2005:

Second Quarter 2005:

      The Company’s provision (benefit) for income taxes differs from the amount of income tax determined by applying the applicable U.S. federal statutory income tax rate principally due to state and local taxes and non-deductible amortization. The Company has determined that the amortization expense on intangible assets is non-deductible since the purchase method of accounting has been applied retroactive to June 1996.

      Deferred tax assets arise from the future tax benefit on deferred and non-cash compensation, lease amendment loss, unrealized losses on investment, and depreciation. Deferred tax liabilities arise from deferred revenues, unrealized gains on investments, and state and local taxes.

      On March 23, 2005, the Company declared a dividend of $0.125 per share payable on April 15, 2005.

      On April 5, 2005, the Company declared a special dividend of $0.925 per share payable on April 29, 2005.

BKF CAPITAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      On July 5, 2005, the Company declared a quarterly dividend of $0.125 per share payable on July 29, 2005 to shareholders of record as of July 15, 2005. Included in the $0.125 per share dividend will be the $.01 per share redemption price payable on July 29, 2005 to holders of record as of July 15, 2005.

      On September 22, 2005, the Company declared a dividend of $0.125 per share payable on October 28, 2005.

      The Board of Directors of BKF elected on July 5, 2005 to redeem all of the outstanding Common Share Purchase Rights (the “Rights”) issued under the Rights Agreement, dated as of June 8, 2001, by and between the Company and Mellon Investor Services LLC, as Rights Agent, effective immediately, pursuant to Section 23 of the Rights Agreement. The redemption price of $.01 per Right (the “Redemption Price”) was paid on July 29, 2005 to holders of record of the redeemed Rights on July 15, 2005. From and after the effectiveness of the redemption of the Rights, the holders of the redeemed Rights are entitled to no rights as such except to receive payment of the Redemption Price.

      On August 4, 2005, 1,800 shares of restricted stock were granted to non-employee Directors for 2005 Directors fees with a value of approximately $61,000.

      The restriction on 2,100 shares of restricted stock was lifted and delivered and 747 shares of restricted stock were forfeited.

      In August 2005, 94,000 shares of restricted stock were granted to several employees with a value of approximately $3.2 million.

      On September 28, 2005, Mr. John Levin resigned as the Chief Executive Officer of BKF. Following his departure date, which is expected to be December 31, 2005, Mr. Levin will act as a consultant to the firm, as Chairman Emeritus (a non-voting advisor to the Board of Directors) and will lead his own asset management firm. Under the terms of the arrangement between Mr. Levin and BKF, Mr. Levin will be able to solicit certain clients of the firm and a limited number of firm employees, and BKF will have an economic stake equal to 15% of the revenues generated for Mr. Levin’s firm by the clients who move their accounts from BKF. Mr. Levin’s departure will result in the termination of the short-biased alternative investment strategy. Mr. Levin will be subject to non-hire and non-solicit arrangements with respect to all other employees and clients of the firm for periods of 15 or 36 months. As part of the separation agreement with John A. Levin 161,725 RSU and 46,786 shares of restricted stock have been forfeited with approximate values of $2.6 million and $1.6 million, respectively.

      On September 28, 2005, the Company’s hired a new Chief Executive Officer. As part of the agreement the Company granted 250,000 shares of restricted stock with an approximate value of $8.0 million which vest 20% on December 30, 2005 and the remaining 80% shall vest ratably in 20% (i.e. 25% of the invested 80%) installments on the first through fourth anniversaries of the grant date. In addition, 250,000 stock options will be granted on December 30, 2005 equal to the fair market value on the grant date and will vest over the same terms as the restricted stock. The stock options will be accounted for under SFAS 123R upon grant.

      On October 18, 2005, the Company announced that it was not able to reach an agreement with the portfolio management team managing its event-driven strategies. As a consequence, the investment vehicles being managed pursuant to this strategy are being liquidated and the proceeds returned to investors.

INTRODUCTION

      BKF operates entirely through Levco, an investment adviser registered with the Securities and Exchange Commission. Levco specializes in managing equity portfolios for institutional and individual investors. Levco offers long-only equity strategies and a range of alternative investment products and other more specialized investment programs. Most clients are based in the United States, though a significant portion of investors in the alternative investment products are located outside the United States.

      Levco acts as the managing general partner of a number of investment partnerships and also acts as an adviser to private investment vehicles organized outside the United States.

      With respect to accounts managed pursuant to its long-only equity strategies, Levco generally receives advisory fees based on a percentage of the market value of assets under management, including market appreciation or depreciation and client contributions and withdrawals. In some cases, Levco receives performance-based fees from accounts pursuing long-only equity strategies. With respect to private investment vehicles and separate accounts managed pursuant to similar strategies, Levco is generally entitled to receive both a fixed management fee based on a percentage of the assets under management and a share of net profits.

      At June 30, 2005, assets under management at Levco were $12.4 billion, down from $13.1 billion a year earlier. (See “The Month Ended June 30, 2005 as Compared to The Month Ended June 30, 2004 — Significant Developments Since June 30, 2005”) Following is a comparison of Levco’s assets under management as defined by product and client type:

      Levco also has a wholly-owned broker-dealer subsidiary that clears through Bear Stearns Securities Corp. on a fully disclosed basis. Generally, the customers of the broker-dealer subsidiary are advisory clients of Levco, and the trades executed through the broker-dealer are generally placed by Levco in its capacity as investment adviser.

RISK FACTORS AND RECENT EVENTS

      The following risks, among others, sometimes have affected, and in the future could affect BKF’s business, financial condition or results of operations. The risks described below are not the only ones facing BKF. Additional risks not presently known to BKF or that BKF currently deems insignificant may also impact its business.

      Levco is largely dependent on the efforts of its senior investment professionals. The loss of the services of key investment personnel could have a material adverse effect on Levco because it could jeopardize its relationships with clients and result in the loss of those accounts. The loss of the senior investment professionals managing a particular strategy could result in the discontinuation of that strategy by Levco. (See “Three Months Ended June 30, 2005 as Compared to Three Months Ended June 30, 2004 — Significant Developments Since June 30, 2005.”)

      On September 28, 2005, Mr. John Levin resigned as the Chief Executive Officer of BKF. Following his resignation as Chief Executive Officer, Mr. Levin will remain as an employee of the firm through December 31, 2005. Commencing January 1, 2006, Mr. Levin will act as a consultant to the firm, as Chairman Emeritus (a non-voting advisor to the Board of Directors) and will lead his own asset management firm. Under the terms of the arrangement between Mr. Levin and BKF, Mr. Levin will be able to solicit certain clients of the firm (who represented approximately $2.5 billion in assets under management as of June 30, 2005) and a limited number of firm employees, and BKF will have an economic stake in the revenues generated for Mr. Levin’s firm by the clients who move their accounts from BKF. Mr. Levin will be subject to non-hire and non-solicit arrangements with respect to all other employees and clients of the firm for periods of 15 or 36 months. The announcement of Mr. Levin’s resignation may result in the loss of accounts (in addition to those he will be able to solicit) and could impact BKF’s ability to attract new accounts. (See “Risk Factors — Adverse Developments with Regard to Significant Customers or Relationships could Adversely Affect Levco’s Revenues” and “Management’s Discussion and Analysis of Results of Operations” for recent developments with respect to account terminations.) BKF will discontinue its current short-biased alternative investment strategy once Mr. Levin ceases to be an employee of the Company.

      On September 28, 2005, John C. Siciliano became Chief Executive Officer and President of BKF and John A. Levin & Co., Inc. and a director of BKF. Anson M. Beard, Jr., who has been a director since 2000, has succeeded Mr. Levin as Chairman of the Board.

      In August 2005, the Board of Directors approved a compensation program designed to retain personnel through the end of the year. During the remaining portion of the year, BKF will seek to develop compensation arrangements for future periods. There can be no assurance that agreements on such arrangements will be reached. None of Levco’s key investment personnel are subject to employment contracts whose economic terms extend beyond December 31, 2005.

      On October 18, 2005, the Company announced that it was not able to reach an agreement with the portfolio management team managing its event-driven strategies. As a consequence, the investment vehicles being managed pursuant to this strategy are being liquidated and the proceeds returned to investors. As of June 30, 2005, the event-driven strategies represented 17% of BKF’s assets under management and 44% of total advisory revenues for the six months ended June 30, 2005.

      Levco’s future success depends on its ability to retain and attract qualified personnel to conduct its investment management business. To the extent that Levco loses key personnel or seeks to diversify its products and strategies, BKF anticipates that it will be necessary for Levco to replace or add portfolio managers and investment analysts. No assurance can be given that Levco will succeed in its efforts to recruit and retain the required personnel. Because of its relatively smaller size, Levco may have relatively fewer resources with which to recruit and retain personnel. The loss of key personnel or the inability to recruit and retain qualified portfolio managers, business and marketing personnel could have a material adverse effect on Levco’s business.

      In December 1998, BKF adopted an incentive compensation plan (most recently amended in 2001) to give Levco the ability to attract and retain talented professionals with equity-based and cash compensation. Determinations with regard to the implementation of this plan are made by the Compensation Committee of the board of directors of BKF on a regular basis. Because BKF is a relatively small public company, the value of the equity awards that may be offered to professionals may be limited relative to what competitors may offer. If the price of BKF stock decreases, no assurance can be given that the equity-based compensation will serve its purpose to attract and retain talented professionals.

      Levco currently derives most of its revenues from three investment offerings — a large cap value strategy, an event-driven investment strategy, and an actively traded long-short US equity strategy. The event-driven strategy is in the process of being terminated. Adverse developments with regard to any of these strategies will have a material adverse effect on Levco’s business.

      As of June 30, 2005, the ten largest customers of Levco’s long-only equity strategies (counting as single customers each wrap fee program and related family and institutional accounts) generated approximately $10.4 million of revenues for Levco in the first six months of 2005 (including incentive fees), or approximately 17.1% of BKF’s total fees for the period. Excluding the impact of incentive fees on BKF’s business, the ten largest customers for long-only equity products accounted for approximately 21.5% of all asset-based investment advisory fees earned in the first six months of 2005. Since June 30, 2005, Levco has received notices of termination from three of such customers who had approximately $1.8 billion in assets under management as of their termination dates and who generated $2.4 million of revenues for Levco in the first six months of 2005. In addition, it is expected that two customers with approximately $670 million in assets under management as of September 30, 2005 who generated $1.2 million of revenues in the first six months of 2005 will move their accounts to the business to be launched by John Levin. Under the transition agreement with Mr. Levin, BKF will receive 15% of the revenues generated by these customers for a five year period. Another customer is a pension plan that has been taken over by the Pension Benefits Guarantee Corporation. Since June 30, 2005, this pension plan account has experienced withdrawals of approximately $140 million, and it is expected that this account will terminate as well. This account generated $376,000 in fees in the first six months of 2005. In total, these terminations and anticipated terminations will have an adverse effect on Levco’s revenues.

      In the institutional marketplace, consultants play a key role in selecting investment managers for their clients. In the event that a consultant advising current clients of Levco takes a negative view of Levco, Levco could lose a number of accounts related to that consultant. Since June 30, 2005, a consultant with respect to which Levco manages approximately $430 million pursuant to long-only strategies (including proprietary investment vehicles of the consultant) reduced Levco’s rating to retain, so that it was no longer recommending Levco for new searches but was not advising that Levco be terminated by clients as an investment manager. Other consultants have indicated they are monitoring the present situation closely. In an effort to retain clients in the institutional marketplace, Mr. Siciliano has been actively meeting with clients and consultants and keeping them informed of firm developments.

      Levco’s operations are affected by many economic factors, including the performance of the securities markets. Declines in the securities markets, in general, and the equity markets, in particular, would likely reduce Levco’s assets under management and consequently reduce its revenues. In addition, any continuing decline in the equity markets, failure of these markets to sustain their prior rates of growth, or continued volatility in these markets could result in investors’ withdrawing from the equity markets or decreasing their rate of investment, either of which would likely adversely affect Levco. Levco’s rates of growth in assets under management and revenues have varied from year to year, and there can be no assurance that the growth rates

sustained in the past will continue. Levco is generally a “value” manager, and a general decline in the performance of “value” securities could have an adverse effect on Levco’s revenues. Levco also offers alternative investment strategies. The failure to implement these strategies effectively could likewise impact Levco’s revenues.

      Success in the investment management industry depends largely on investment performance. Good performance generally stimulates sales of services and investment products and tends to keep withdrawals and redemptions low. This generates higher management fees, which are based on the amount of assets under management and sometimes on investment performance. If Levco experiences poor performance, this will likely result in decreased sales, decreased assets under management and the loss of accounts, with corresponding decreases in revenue.

      Management Fees. Some segments of the investment management industry have experienced a trend toward lower management fees. Levco must maintain a level of investment returns and service that is acceptable to clients given the fees they pay. No assurance can be given that Levco will be able to maintain its current fee structure or client base. Reduction of the fees for new or existing clients could have an adverse impact on Levco’s profits.

      Cancellation of Investment Management Agreements. Levco derives almost all of its revenue from investment management agreements. For registered investment companies, a majority of the disinterested members of each fund’s board must approve these agreements at least annually and the agreements are terminable without penalty on 60 days’ notice. The agreements with Levco’s separately-managed account clients generally are terminable by the client without penalty and with little or no notice. Any failure to renew, or termination of, a significant number of these agreements could have an adverse effect on Levco. (See “Risk Factors — Adverse Developments with Regard to Significant Customers or Relationships could Adversely Affect Levco’s Revenues”and “Management’s Discussion and Analysis of Results of Operations” for recent developments with respect to account terminations.)

      Poor Investment Performance of the Private Investment Funds. BKF derives revenue from incentive fees and general partner incentive allocations earned with respect to its proprietary unregistered investment funds. Stronger positive performance by these funds generates higher incentive fees and incentive allocations because those fees and allocations are based on the performance of the assets under management. On the other hand, relatively poor performance will result in lower or no incentive fees or allocations, and will tend to lead to decreased assets under management and the loss of accounts, with corresponding decreases in revenue.

      Levco competes with a large number of domestic and foreign investment management firms, commercial banks, insurance companies, broker-dealers and other firms offering comparable investment services. Many of the financial services companies with which Levco competes have greater resources and assets under management than Levco does and offer a broader array of investment products and services.

      Management believes that the most important factors affecting Levco’s ability to attract and retain clients are the abilities, performance records and reputations of its portfolio managers, the ability to hire and retain key investment personnel, the attractiveness of investment strategies to potential investors and competitive fees and investor service. Levco’s ability to increase and retain client assets could be adversely affected if client accounts underperform client expectations or if key investment personnel leave Levco. Levco’s ability to compete with other investment management firms also depends, in part, on the relative attractiveness of its investment philosophies and methods under prevailing market conditions. The absence of significant barriers to entry by new investment management firms in the institutional managed accounts business increases competitive pressure. Since Levco is a relatively smaller asset management company,

changes in customers, personnel and products and other business developments may have a greater impact on Levco than they would have on larger, more diversified asset management companies.

      Levco is highly dependent on information systems and technology and depends, to a great extent, on third parties who are responsible for managing, maintaining and updating these systems. No assurance can be given that Levco’s current systems will continue to be able to accommodate its growth or that the costs of its outsourcing arrangements will not increase. The failure to accommodate growth or an increase in costs could have an adverse effect on Levco.

      Success in the investment management industry also depends on the ability of an investment manager, and third parties with whom the investment manager contracts, to successfully perform administrative, back-office and trade execution functions. A failure by Levco or a third party contracted by Levco to perform such functions could adversely impact Levco’s revenues.

      From time to time, Levco’s officers, directors and employees may own securities which one or more of its clients also own. Although Levco maintains internal policies regarding individual investments by its officers, directors and employees which require them to report securities transactions and restrict certain transactions so as to minimize possible conflicts of interest, possible conflicts of interest may arise that could have adverse effects on Levco. Similarly, conflicting investment positions may develop among various investment strategies managed by Levco. Although Levco has internal policies in place to address such situations, such conflicts could have adverse effects on Levco.

      Virtually all aspects of Levco’s business are subject to various federal and state laws and regulations. Levco is registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. The Investment Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary, recordkeeping, operational and disclosure obligations. John A. Levin & Co. is also registered with the Commodity Futures Trading Commission as a commodity trading advisor and a commodity pool operator, and Levco GP is registered with that agency as a commodity pool operator. John A. Levin & Co. and Levco GP are members of the National Futures Association. LEVCO Securities is registered as a broker-dealer under the Securities Exchange Act of 1934, is a member of the National Association of Securities Dealers, Inc. and is a member of the Municipal Securities Rulemaking Board. In addition, Levco is subject to the Employee Retirement Income Security Act of 1974 and its regulations insofar as it is a “fiduciary” with respect to certain clients. Furthermore, BKF, as a publicly traded company listed on the New York Stock Exchange, is subject to the federal securities laws, including the Securities Exchange Act of 1934, as amended, and the requirements of the exchange.

      These laws and regulations generally grant supervisory agencies and bodies broad administrative powers, including the power to limit or restrict Levco or BKF from conducting its business if it fails to comply with these laws and regulations. If Levco or BKF fails to comply with these laws and regulations, these agencies may impose sanctions, including the suspension of individual employees, limitations on business activities for specified periods of time, revocation of registration, and other censures and fines. Even if in compliance with all laws and regulations, changes in these laws or regulations could adversely affect BKF’s profitability and operations and its ability to conduct certain businesses in which it is currently engaged.

      Terrorist attacks, including biological or chemical weapons attacks, and the response to such terrorist attacks, could have a significant impact on New York City, the local economy, the United States economy, the global economy, and global financial markets. It is possible that the above factors could have a material

adverse effect on BKF’s business, especially given the fact that all operations are conducted from a single location in New York City and BKF has incurred lease obligations with regard to this location through September 2011. BKF maintains a business continuity facility in Stamford, Connecticut.

      Certain statements under this caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). See “Part II — Other Information.”

RESULTS OF OPERATIONS

      The following discussion and analysis of the results of operations is based on the Consolidated Statements of Financial Condition and Consolidated Statements of Operations for BKF Capital Group, Inc. and Subsidiaries. It should be noted that certain affiliated investment partnerships in which BKF may be deemed to have a controlling interest have been consolidated. The number and identity of the partnerships being consolidated may change over time as the percentage interest held by BKF and its affiliates in affiliated partnerships changes. The assets, liabilities and related operations of these partnerships and related minority interest have been reflected in the consolidated financial statements for the three and six month periods ended June 30, 2005 and June 30, 2004. The consolidation of the partnerships does not impact BKF’s equity or net income.

      Total revenues for the second quarter of 2005 were $29.73 million, reflecting an increase of 20.7% from $24.62 million in revenues in the same period in 2004. This increase is primarily attributable to a 117.3% increase in incentive fees and allocations from $4.26 million in the second quarter of 2004 to $9.26 million in the second quarter of 2005. The revenues generated by the various investment strategies were as follows (all amounts are in thousands):

      The increase in asset-based advisory fees with respect to the firm’s largest long-short equity strategy was attributable to net contributions and appreciation through performance. In the case of the event-driven strategies, the decline in asset-based advisory fees resulted from a decrease in assets under management, which was partly offset by an increased allocation to BKF under the revenue sharing arrangement between BKF and the other participant in the joint venture that serves as the management company to the non-US investment vehicle holding a large majority of the assets in the event-driven strategy. With respect to long-only investment strategies, the decrease in assets under management that was generated by net withdrawals, combined with a lower average fee, resulted in lower revenues.

      The increase in incentive fees and allocations was primarily attributable to an increase in the performance of the event-driven strategies, which was partly offset by a decline in the performance of the long-short equity strategy. An increase in the performance of the small-mid cap long-short equity strategy also contributed to the increase in incentive fees and allocations.

      Incentive fees and general partner allocations are accrued on a quarterly basis but are primarily determined or billed and allocated, as the case may be, at the end of the applicable contract year or upon investor withdrawal. Such accruals may be reversed prior to being earned or allocated as the result of investment performance.

      In the second quarter of 2005, the event-driven strategies experienced net redemptions of approximately $198 million. With respect to the long-only investment strategies, net withdrawals and terminations for the six months ended June 30, 2005 were in excess of $700 million.

      Revenue generated by the broker-dealer business (net of clearing charges) declined 42.8% to $183,000 in the second quarter of 2005 from $320,000 in the second quarter of 2004. This decline was primarily the result of a decrease in the number of accounts maintained at the broker-dealer and reduced trading activity in such accounts.

      Net realized and unrealized gain on investments and interest and dividend income from consolidated affiliated partnerships increased 231.0% to $652,000 in the second quarter of 2005 from $197,000 in the same period in 2004. This increase primarily reflects the investment performance of investment partnerships that were launched and consolidated subsequent to June 30, 2004. The gains/losses on investments and dividend and interest income from consolidated investment partnerships include minority interests, i.e., the portion of the gains or losses generated by the partnerships allocable to all partners other than Levco GP, Inc., which are separately identified on the consolidated statements of operations.

      Total expenses for the second quarter of 2005 were $31.76 million, reflecting an increase of 21.8% from $26.08 million in expenses in the same period in 2004. Total expenses excluding amortization of finite life intangibles were $30.01 million in the second quarter of 2005, reflecting an increase of 23.4% from $24.32 million for the second quarter of 2004.

      Employee compensation and benefit expense (including grants of equity awards), was $24.65 million in the second quarter of 2005, reflecting an increase of 25.9% from $19.58 million in the second quarter of 2004. These results reflect the implementation of the 2005 compensation program adopted by the Board of Directors in August 2005 that seeks to retain employees through December 31, 2005. The program is geared to maintain compensation levels for the majority of the Company’s personnel at levels comparable to those earned in 2004. It is anticipated that longer-term arrangements will include an emphasis on equity awards and performance incentives. The 2005 compensation program is expected to result in decreased cash flow and increased reported losses in 2005.

      Occupancy and equipment rental was $1.72 million in the second quarter of 2005, reflecting a 10.3% increase from $1.56 million in the same period in 2004, primarily as the result of escalations under the lease.

      Other operating expenses were $3.57 million in the second quarter of 2005, reflecting a 13.7% increase from $3.14 million in the same period in 2004, primarily as the result of increased expenses relating to (i) the proxy contest and (ii) expense reimbursements to affiliated investment funds, which were partly offset by decreased communication and portfolio management system expenses.

      Operating loss for the second quarter of 2005 was $2.03 million, as compared to an operating loss of $1.46 million in the same period in 2004. Operating loss excluding the amortization of finite life intangibles and the total income from consolidated affiliated partnerships was $934,000 in the second quarter of 2005, as compared to operating income of $99,000 in the same period in 2004.

      Total income tax benefit was $91,000 in the second quarter of 2005, as compared to an income tax expense of $80,000 for the same period in 2004. The tax benefit primarily reflects the change from book income to a book loss before taxes (as determined without a deduction for the amortization of intangibles). An effective net tax benefit rate of approximately 17.7% (before amortization) was used to make the determination with respect to the provision for taxes at June 30, 2005, while an effective tax rate of approximately 60.9% (before amortization) was used to calculate the provision for taxes at June 30, 2004. The lower effective rate for the quarter 2005 reflects the tax benefit on the current loss offset by state and local taxes on capital.

      Since June 30, 2005, BKF has experienced significant withdrawals and terminations by clients following long-only and alternative investment strategies. Approximately $580 million in additional redemption were experienced by the event-driven strategies during the period from July 1, 2005 through October 1, 2005. Overall, redemptions from alternative investment strategies during the period from July 1, 2005 through October 1, 2005 were approximately $925 million. During the period from July 1, 2005 to October 1, 2005, approximately $36.6 million in subscriptions were received with respect to alternative investment strategies from unaffiliated investors. With respect to the long-only investment strategies, since June 30, 2005 the Company has experienced or received notification of net withdrawals and terminations of approximately $2.7 billion.

      Since the vast majority of these terminations took place in September and the redemptions from the alternative strategies were mostly effective as of October 1, 2005, the major impact of this anticipated decline in assets under management will first appear in the fourth quarter of 2005. In the first six months of 2005, the terminated accounts following long-only strategies generated approximately $3.1 million in asset-based management fees.

      In addition, on September 28, 2005, Mr. John Levin resigned as the Chief Executive Officer of BKF. Following his departure date which is expected to be December 31, 2005, Mr. Levin will act as a consultant to the firm, as Chairman Emeritus (a non-voting advisor to the Board of Directors) and will lead his own asset management firm. Under the terms of the arrangement between Mr. Levin and BKF, Mr. Levin will be able to solicit certain clients of the firm (who represented approximately $2.5 billion in assets under management as of June 30, 2005) and a limited number of firm employees, and BKF will have an economic stake equal to 15% of the revenues generated for Mr. Levin’s firm by the clients who move their accounts from BKF. Mr. Levin will be subject to non-hire and non-solicit arrangements with respect to all other employees and clients of the firm for periods of 15 or 36 months. Mr. Levin will be continuing as an employee of the firm through December 31, 2005 and will launch his new firm in 2006. As a result, it is expected that the decline in assets under management and revenues that can be expected pursuant to the agreement with Mr. Levin will begin impacting the firm in the first quarter of 2006.

      Mr. Levin’s departure will result in the termination of the short-biased alternative investment strategy (which had $460 million in assets under management as of June 30, 2005), and his resignation may result in the loss of accounts (in addition to those he will be able to solicit) and could impact BKF’s ability to attract new accounts.

      On September 28, 2005, John C. Siciliano became the Chief Executive Officer and President of BKF and John A. Levin & Co., Inc. While net withdrawals are attributable to a range of factors, BKF believes its selection of a new chief executive officer can be an important factor in its efforts to reverse the current trend. Following the appointment of Mr. Siciliano, Philip Friedman, a Senior Portfolio Manager with the respect to the long-only strategies, was named Chief Investment Officer of John A. Levin & Co., Inc.

      On October 18, 2005, the Company announced that it was not able to reach an agreement with the portfolio management team managing its event-driven strategies. As a consequence, the investment vehicles being managed pursuant to this strategy are being liquidated and the proceeds returned to investors. As of June 30, 2005, the event-driven strategies represented 17% of BKF’s assets under management and 44% of total advisory revenues for the six months ended June 30, 2005.

      BKF remains committed to offering a range of long-only and alternative investment strategies to its clients and potential clients. BKF is in discussions with investment team leaders regarding compensation arrangements for 2006 and beyond and is currently seeking to attract additional investment professionals who may add to the firm’s investment capabilities.

      Total revenues for the six months ended June 30, 2005 were $62.61 million, reflecting an increase of 15.0% from $54.47 million in revenues in the same period in 2004. This increase is primarily attributable to a 46.9% increase in incentive fees and allocations from $14.35 million in the six months ended June 30, 2004 to

$21.07 million in the same period in 2005. The revenues generated by the various investment strategies were as follows (all amounts are in thousands):

      The increase in asset-based advisory fees with respect to the firm’s largest long-short equity strategy was attributable to net contributions and appreciation through performance. In the case of the event-driven strategies, the decline in asset-based advisory fees resulted from a decrease in assets under management, which was partly offset by an increased allocation to BKF under the revenue sharing arrangement between BKF and the other participant in the joint venture that serves as the management company to the non-US investment vehicle holding a large majority of the assets in the event-driven strategy. With respect to long-only investment strategies, the decrease in assets under management that was generated by net withdrawals, combined with a lower average fee, resulted in lower revenues.

      The increase in incentive fees and allocations was primarily attributable to an increase in the performance of the event-driven strategies. An increase in the performance of the small-mid cap long-short equity strategy also contributed to the increase in incentive fees and allocations.

      Incentive fees and general partner allocations are accrued on a quarterly basis but are primarily determined or billed and allocated, as the case may be, at the end of the applicable contract year or upon investor withdrawal. Such accruals may be reversed prior to being earned or allocated as the result of investment performance.

      Revenue generated by the broker-dealer business (net of clearing charges) declined 52.8% to $377,000 in the six months ended June 30, 2005 from $798,000 in the same period in 2004. This decline was primarily the result of a decrease in the number of accounts maintained at the broker-dealer and reduced trading activity in such accounts.

      Net realized and unrealized gain on investments and interest and dividend income from consolidated affiliated partnerships increased 66.9% to $1.00 million in the six months ended June 30, 2005 from $601,000 in the same period in 2004. This increase primarily reflects the investment performance of investment partnerships that were launched and consolidated subsequent to June 30, 2004. The gains/losses on investments and dividend and interest income from consolidated investment partnerships include minority interests, i.e., the portion of the gains or losses generated by the partnerships allocable to all partners other than Levco GP, Inc., which are separately identified on the consolidated statements of operations.

      Total expenses for the six months ended June 30, 2005 were $63.54 million, reflecting an increase of 13.2% from $56.14 million in expenses in the same period in 2004. Total expenses excluding amortization of finite life intangibles were $60.04 million in the six months ended June 30, 2005, reflecting an increase of 14.1% from $52.63 million for the same period in 2004.

      Employee compensation and benefit expense (including grants of equity awards), was $49.86 million for the six months ended June 30, 2005, reflecting an increase of 16.4% from $42.83 million in the same period in 2004. These results reflect the implementation of the 2005 compensation program adopted by the Board of Directors in August 2005 that is geared towards retaining employees through December 31, 2005 in order to maintain appropriate levels of client service and provide management with an opportunity to develop long-term, stable arrangements with key personnel. The program is geared to maintain compensation levels for the majority of the Company’s personnel at levels comparable to those earned in 2004. It is anticipated that longer-term arrangements will include an emphasis on equity awards and performance incentives. The 2005 compensation program is expected to result in decreased cash flow and increased reported losses in 2005.

      Occupancy and equipment rental was $3.31 million for the six months ended June 30, 2005, reflecting a 13.5% increase from $2.92 million in the same period in 2004, primarily as the result of escalations under the lease.

      Other operating expenses were $6.77 million for the six months ended June 30, 2005, remaining flat with the same period in 2004, primarily as the result of increased expenses relating to professional fees (many of which were related to the proxy contest) being offset by reductions in fees paid to third party marketers and in communications and portfolio management system expenses.

      Operating loss for the six months ended June 30, 2005 was $931,000, as compared to an operating loss of $1.67 million in the same period in 2004. Operating income excluding the amortization of finite life intangibles and the total income from consolidated affiliated partnerships was $1.57 million for the six months ended June 30, 2005, as compared to operating income of $1.23 million in the same period in 2004.

      Total income tax expense was $1.00 million for the six months ended 2005, as compared to an income tax expense of $546,000 for the same period in 2004. This increase primarily reflects the larger book loss before taxes (as determined without a deduction for the amortization of intangibles). An effective tax rate of approximately 46.0% (before amortization) was used to make the determination with respect to the provision for taxes at June 30, 2005, while an effective tax rate of approximately 42.2% (before amortization) was used to calculate the provision for taxes at June 30, 2004. The higher effective tax rate of the six months ended 2005 is a result of offsets to the tax benefit on the year to date book loss for state and local taxes on capital and a state tax reserve based on an ongoing examination of a prior year.

LIQUIDITY AND CAPITAL RESOURCES

      BKF’s current assets as of June 30, 2005 consist primarily of cash, short-term investments and investment advisory and incentive fees receivable. In addition to using capital to fund daily operations, BKF utilizes

capital to develop and seed new investment products. The development of new products is an important element of BKF’s business plan, and such seed capital investments can require substantial financial resources. While BKF has historically met its cash and liquidity needs through cash generated by operating activities, because of the liquidation of the event-driven investment vehicles in 2005 and the overall decrease in revenues expected as the result of terminations and withdrawals, it is anticipated that cash flow from operating activities will not be sufficient to fund operations in 2006, and that BKF will use a portion of its existing working capital for such purposes.

      At June 30, 2005, BKF had cash, cash equivalents and U.S. Treasury bills of $40.55 million, compared to $44.05 million at December 31, 2004. This decrease primarily reflects the payment of dividends and the payment of cash bonuses in 2005 which were accrued in 2004, which were partly offset by the collection of receivables and the annual withdrawal of general partner incentive allocations from affiliated investment partnerships. The decrease in investment advisory and incentive fees receivable from $40.01 million at December 31, 2004 to $28.13 million at June 30, 2005 primarily reflects the receipt of incentive fees earned in 2004. The decrease in investments in affiliated investment partnerships from $17.36 million at December 31, 2004 to $8.85 million at June 30, 2005 primarily reflects the withdrawal of general partner incentive allocations from the partnerships earned with respect to 2004, which was partially offset by the accrual of incentive allocations for the three month period ended June 30, 2005 and reflects the increased number of affiliated partnerships consolidated as of June 30, 2005 as compared to June 30, 2004. Incentive allocations typically are withdrawn within three months following the end of the calendar year to pay compensation and other expenses.

      The decrease in the deferred tax asset to $7.01 million at June 30, 2005 from $8.39 million at December 31, 2004, are both the result of tax deductions taken in 2005 based on the fair market value of stock delivered pursuant to restricted stock unit awards. Due to the amount of the deduction, 2005 will reflect, for tax purposes, a net operating loss that may be carried back to prior years with respect to federal tax and carried forward with respect to state and local taxes.

      The increase in due from broker from consolidated affiliated partnerships to $10.57 million at June 30, 2005 from $952,000 at December 31, 2004 and the increase in investments in securities from consolidated affiliated partnerships to $9.27 million at June 30, 2005 from $6.52 million at December 31, 2004 reflects the number of affiliated partnerships consolidated as of June 30, 2005 as compared to June 30, 2004.

      Accrued expenses were $2.92 million at June 30, 2005, as compared to $4.08 million at December 31, 2004. Such expenses were comprised primarily of accruals for third party marketing fees and professional fees relating to public company expenses. Third party marketing fees are based on a percentage of accrued revenue, and such accruals may be reversed based on the subsequent investment performance of the relevant accounts through the end of the applicable performance measurement period. The payment of third party marketing fees was partly offset by the expenses accrued during the six months ended June 30, 2005.

      Accrued bonuses were $32.02 million at June 30, 2005, as compared to $42.69 million at December 31, 2004, reflecting the payment of 2004 bonuses and the accrual for 2005 bonuses.

      On July 5, 2005, the Company also declared a quarterly dividend of $0.125 per share payable on July 29, 2005 to shareholders of record as of July 15, 2005. Included in the $0.125 per share dividend will be the $.01 per share redemption price payable on July 29, 2005 to holders of record as of July 15, 2005. On September 22, 2005, the Company declared a quarterly dividend of $0.125 per share payable on October 28, 2005 to shareholders of record as of October 14, 2005.

      Based on the impact of the liquidation of the event-driven investment vehicles and the overall decrease in revenues expected as the result of terminations and withdrawals, it is anticipated that cash flow from operating activities will not meet BKF’s cash and liquidity needs in 2006, and that BKF will use a portion of its existing working capital to fund operations. Cash and cash equivalents, U.S. Treasury bills, investment advisory and incentive fees receivable, investments in securities and investments in affiliated partnerships aggregated $93.4 million at June 30, 2005. BKF also had approximately $38.6 million of total liabilities at such date.

These totals exclude the effects of consolidated affiliated partnerships (see Note 4 of Notes to Consolidated Financial Statements).

      In addition, the loss of accounts and cost cutting measures to be implemented by BKF in 2005 may result in charges relating to the impairment of intangible assets (investment advisory contracts) and to lease and personnel costs. Except for its lease commitments, which are discussed in Note 10 in the Notes to Consolidated Financial Statements in BKF’s Annual Report on Form 10-K/A for the year ended December 31, 2004, BKF has no material commitments for capital expenditures.

      Since BKF’s revenues are largely driven by the market value of Levco’s assets under management, these revenues are exposed to fluctuations in the equity markets. Management fees for most accounts are determined based on the market value of the account on the last day of the quarter, so any significant increases or decreases in market value occurring on or shortly before the last day of a quarter may materially impact revenues of the current quarter or the following quarter (with regard to wrap program accounts). Furthermore, since Levco manages most of its assets in a large cap value style, a general decline in the performance of value stocks could have an adverse impact on Levco’s revenues. Similarly, a lack of opportunity to implement, or a failure to successfully implement, Levco’s event-driven, long/short and short-biased strategies could reduce performance based incentive fees and allocations and thereby negatively impact BKF’s revenues. Because BKF is primarily in the asset management business and manages equity portfolios, changes in interest rates, foreign currency exchange rates, commodity prices or other market rates or prices impact BKF only to the extent they are reflected in the equity markets.

      An evaluation was performed under the supervision and with the participation of BKF’s management, including the CEO and CFO, of the effectiveness of the design and operation of BKF’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, BKF’s management, including the CEO and CFO, concluded that BKF’s disclosure controls and procedures were effective as of the end of the period covered by this report. There have been no changes in BKF’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during BKF’s most recent quarter that has materially affected, or is reasonably likely to materially affect, BKF’s internal control over financial reporting.

      It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only reasonable assurance that BKF’s controls will succeed in achieving their stated goals under all potential future conditions.

PART II. OTHER INFORMATION

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      On June 23, 2005, BKF commenced its Annual Meeting of Stockholders. The meeting was adjourned until July 21, 2005 solely with respect to voting on Proposals 2 and 3 below. In a contested election, Warren G. Lichtentstein, Kurt N. Schacht and Ronald LaBow were elected to serve as directors of BKF. Anson M. Beard, Jr., Barton M. Biggs, Peter J. Solomon, Dean J. Takahashi and James S. Tisch continued as directors following the Annual Meeting. At the Annual Meeting, the stockholders also approved: Proposal 2, amending the Restated Certificate of Incorporation to eliminate the classified board of directors; Proposal 3, amending the Restated Certificate of Incorporation to eliminate the supermajority vote requirements for fundamental transactions; Proposal 4, ratifying the appointment of Grant Thornton LLP as BKF’s independent auditors; Proposal 5, a stockholder proposal requesting the engagement of an investment banking firm to pursue a sale of the Company; Proposal 6, a stockholder proposal requesting the declassification of the board of directors; and Proposal 7, a shareholder proposal requesting that the board of directors redeem the Common Share Purchase Rights issued pursuant to the Rights Agreement dated June 8, 2001 (the “Plan”), unless the holders of a majority of the outstanding shares approve the issuance at a meeting of stockholders held as soon as practical.

      The voting on the above matters is set forth below:

      On July 12, 2005, Barton M. Biggs submitted his resignation as a director of BKF Capital Group, Inc. This information was disclosed in the Report on Form 8-K filed on July 13, 2005.

      On October 27, 2005, the Company received a letter from the United States Securities and Exchange Commission (the “SEC”) notifying the Company that the staff of the SEC is conducting an informal investigation of the Company. The staff requested that the Company provide certain information and produce certain documents relating to (i) the restatement of the Company’s financial statements in its Annual Report on Form 10-K for year ended December 31, 2004 and in its Quarterly Report for the quarter ended March 31, 2005 and (ii) the anticipated departure of the senior portfolio managers for its event-driven investment business and the related decision to liquidate the portfolios of the event-driven investment vehicles. The Company intends to fully cooperate with the SEC.

      This Quarterly Report on Form 10-Q contains certain statements that are not historical facts, including, most importantly, information concerning possible or assumed future results of operations of BKF and statements preceded by, followed by or that include the words “may,” “believes,” “expects,” “anticipates,” or the negation thereof, or similar expressions, which constitute “forward-looking statements” within the meaning of the Reform Act. For those statements, BKF claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are based on BKF’s current expectations and are susceptible to a number of risks, uncertainties and other factors, including the risks specifically enumerated in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and BKF’s actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include the following: retention and ability of qualified personnel; the performance of the securities markets and of value stocks in particular; the investment performance of client accounts; the retention of significant client and/or distribution relationships; competition; the existence or absence of adverse publicity; changes in business strategy; quality of management; availability, terms and deployment of capital; business abilities and judgment of personnel; labor and employee benefit costs; changes in, or failure to comply with, government regulations; the costs and other effects of legal and administrative proceedings; and other risks and uncertainties referred to in this document and in BKF’s other current and periodic filings with the Securities and Exchange Commission, all of which are difficult or impossible to predict accurately and many of which are beyond BKF’s control. BKF will not undertake and specifically declines any obligation to publicly release the result of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. In addition, it is BKF’s policy generally not to make any specific projections as to future earnings, and BKF does not endorse any projections regarding future performance that may be made by third parties.

SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 3, 2005