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                    U. S. SECURITIES AND EXCHANGE COMMISSION
================================================================================
                             Washington, D.C. 20549
   
                                    FORM 10-K/A
    

         [ X ]     ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended January 31, 1999

         [   ]     TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
                   For the transition period from                 to
                                                  ---------------

                         Commission File Number 0-23410

                           M. H. MEYERSON & CO., INC.
                 (Name of Small Business Issuer in its charter)

         NEW JERSEY                               13-1924455
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

  Newport Office Tower, 525 Washington Blvd., Jersey City, New Jersey 07310
             (Address of principal executive offices)    (Zip Code)

                                 (201) 459-9500
                 Issuer's telephone number, including area code

        Securities registered pursuant to Section 12(b) of the Act: None

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                     Common Stock, par value $0.01 per share
                                (Title of Class)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 X No   .

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-K contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]

         State issuer's revenues for its most recent fiscal year:  $ 33,879,822

         At April 7, 1999: (a) 5,527,335 shares of Common Stock, $0.01 par
value, of the registrant (the "Common Stock") were outstanding; (b) 3,217,520
shares of Common Stock were held by non-affiliates; and (c) the aggregate market
value of the Common Stock held by non-affiliates was $15,283,220 based on the
closing average price of $4.75 per share on April 7, 1999.

         Certain statements set forth in the Company's Annual Report on Form
10-K for the year ended January 31, 1999 constitute forward looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
are subject to the safe harbor created by such section. Certain factors that
could cause results to differ materially from those described in the forward
looking statements are described in Item 1 - Business, Item 7 - Management
Discussion and Analysis of Financial Condition and Results of Operations -
Viability of Operating Results and elsewhere as appropriate. This Annual Report
on Form 10-K, including the Statements of Financial Condition and the notes
thereto, should be read in its entirety for a complete understanding.

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         The line item entitled "Other assets" in the Statement of Cash Flows
for  the years ended January 31, 1999, 1998 and 1997 in Item 8 of the Company's
Annual Report on Form 10-K for the fiscal year ended January 31, 1999, filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, was inadvertently omitted. Accordingly, pursuant to instruction G, Item
8 of the Annual Report is amended as follows:

    

<PAGE>

                           M. H. MEYERSON & CO., INC.
                             STATEMENT OF CASH FLOWS
   
<TABLE>
<CAPTION>
                                                                                         YEAR ENDED JANUARY 31,
                                                                                         ----------------------
                                                                              1999                  1998                1997
                                                                        ----------------      ---------------      --------------
<S>                                                                         <C>                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

      Net income                                                            $ 236,449          $ (1,719,463)        $ 1,819,963

      Adjustments to reconcile net income to net cash provided 
      by (used in) operating activities:

         Depreciation                                                         372,175               373,256             535,592

         Change in assets and liabilities:

              (Increase) decrease in:

                  Receivable from clearing brokers                         (1,499,563)           (1,086,437)          5,312,639

                  Securities owned                                          2,897,959                (3,411)         (4,768,219)

                  Income taxes receivable                                     759,758               179,808            (939,566)
                  Other Assets                                                 17,122              (143,393)           (118,897)

              Increase (decrease) in:

                  Securities sold, but not yet purchased                   (1,622,364)              (19,112)            623,496

                  Payable to trading representatives                        1,211,226            (1,915,428)          1,105,186

                  Payable to clearing brokers                              (2,868,462)            2,868,462                   -

                  Income taxes payable                                              -                     -            (501,869)

                  Other liabilities and accrued expenses                       51,543              (444,351)          1,208,038
                                                                         ---------------       ---------------    ---------------
                  Net cash provided by (used in) operating                   
                  activities                                                 (444,157)           (1,908,069)          4,276,363
                                                                         ---------------       ---------------    ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:

      Investments                                                           1,638,250              (649,337)        (1,368,863)

      Purchase of property and equipment                                     (215,619)             (248,269)        (1,609,296)
                                                                         ---------------       ---------------    ---------------
                  Net cash used in investing activities                     1,422,631              (897,606)        (2,978,159)
                                                                         ---------------       ---------------    ---------------
CASH FLOW FROM FINANCING ACTIVITIES:

      Subordinated loan                                                             -             2,000,000                   -

      Options exercised                                                        42,500                54,500              10,000

      Loans to officers repayment                                                   -                     -              57,500
                                                                         ---------------       ---------------    ---------------
                  Net cash provided by (used in) financing
                  activities                                                   42,500             2,054,500              67,500
                                                                         ---------------       ---------------    ---------------

NET INCREASE (DECREASE) IN CASH                                             1,020,974              (751,175)          1,365,704

CASH, BEGINNING OF YEAR                                                     1,433,126             2,184,301             818,597
                                                                         ---------------       ---------------    ---------------
CASH, END OF YEAR                                                          $2,454,100           $ 1,433,126         $ 2,184,301
                                                                         ===============       ===============    ===============
SUPPLEMENTAL CASH FLOW INFORMATION

      Income taxes paid                                                     $ 170,000           $         -         $ 2,887,300
                                                                         ===============       ===============    ===============
      Interest paid                                                         $ 157,669           $    67,556         $         -
                                                                         ===============       ===============    ===============
</TABLE>
    

         The accompanying notes are an integral part of this statement.

                                       17
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                                  SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       M. H. MEYERSON & CO., INC.
                                             (Registrant)

                                       By: /s/ Michael Silvestri
                                          ----------------------
                                          Michael Silvestri
                                          President and Chief Operating Officer

                                       Date: April 28, 1999
                                            --------------------


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Martin H. Meyerson and Michael Silvestri,
or any one of them, his attorney-in-fact and agent, with full power of
substitution, for him in any and all capacities, to sign any amendments to this
Annual Report, and to file the same, with exhibits thereto and other documents
in connection therewith, with the Securities and Exchange commission, hereby
ratifying and confirming that all said attorneys-in-fact, or their substitutes,
may do or cause to be done by virtue hereof.

         In accordance with the Exchange Act, this Report has been signed below
by the following persons on behalf of the Registrant and in the capacities
indicated and on the dates indicated.

<TABLE>
<CAPTION>
      Signature                Title                                       Date
<S>                            <C>                                         <C>
                               Chairman, Chief Executive                   
/s/ Martin H. Meyerson         Officer, Chief Financial
------------------------       Officer and Director                        April 28, 1999
Martin H. Meyerson

/s/ Michael Silvestri          President, Chief Operating
------------------------       Officer and Director                        April 28, 1999
Michael Silvestri

/s/ Kenneth J. Koock
------------------------       Vice Chairman and Director                  April 28, 1999
Kenneth J. Koock

/s/ Jeffrey E. Meyerson        Vice President, Foreign Trading,
------------------------       and Director                                April 28, 1999
Jeffrey E. Meyerson

/s/ Eugene M. Whitehouse
------------------------       Vice President, Controller,
Eugene M. Whitehouse           Secretary, Treasurer and Director           April 28, 1999

/s/ Bertram Siegel
------------------------       Director                                    April 28, 1999
Bertram Siegel, Esq.


------------------------       Director
Martin Leventhal, CPA


------------------------       Director
Alfred T. Duncan
</TABLE>


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