U. S. SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                           FORM 10-KSB

     [ X ]          ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               For the Fiscal Year Ended January 31, 1998

     [    ]         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 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)

                       Redeemable Warrants
                         (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-B 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-KSB or any amendment to this Form 10-KSB.  [ X ]

     State issuer's revenues for its most recent fiscal year:   $ 27,457,564

     At April 17, 1998: (a) 5,055,335 shares of Common Stock, $0.01 par 
value, of the registrant (the "Common Stock") were outstanding; (b) 2,290,760
shares of Common Stock were held by non-affiliates; and (c) the aggregate 
market value of the Common Stock held by non-affiliates was $4,724,692.50 
based on the closing average price of $2.0625 per share on April 17, 1998.

        Certain statements set forth in the Company's Annual Report on Form
10-KSB for the year ended January 31, 1998 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 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-KSB, including the Statements of Financial Condition and the notes thereto, 
should be read in its entirety for a complete understanding.

<PAGE>

                              PART I

ITEM 1.   DESCRIPTION OF BUSINESS

General

     M. H. Meyerson & Co., Inc., a securities firm originally founded in 
1960, conducts its business in seven (7) separate divisions.  These are 
Wholesale Trading, Investment Banking,  Retail Services, Institutional Sales, 
Syndicate, Fixed Income, and Correspondent Service.  These seven (7) divisions
are functionally supported by the Compliance Department and the Back Office 
Department (operations).

     As of March 31, 1998, the Company had one hundred sixty nine employees 
(169), one hundred five (105) of which were registered representatives, 
including forty-seven (47) registered principals, licensed by the National
Association of Securities Dealers ("NASD") and various state securities 
commissions.  The balance of the Company's employees, which number sixty-four 
(64), are support staff.

     The Company's largest division (in revenue contribution) is wholesale 
market making, which means engaging in principal transactions on behalf of 
its proprietary trading accounts in what are usually dealer to dealer 
transactions. The Company employs forty (40) securities traders and twenty-six
(26) assistant traders who, with management supervision, conduct the 
Company's high volume trading operations. The Company's traders are 
compensated by receiving a fixed percentage of the profits from trading after
deduction of general expenses.  The traders are party to employment contracts 
which provide for individual liability for any funds owed the Company 
relating to losses, if any, incurred from trading activities.  Pursuant to 
these employment contracts, the individual traders are restricted to Company 
imposed limits as to the extent of the trading positions they are permitted 
by the Company to maintain. Traders are also required by the Company to maintain
a reserve, the size of which is a factor by which the trading position limit 
is determined.  This reserve is also available to offset trading losses, if 
any, suffered by the individual trader in his trading account.  The Company 
endeavors to observe high standards of commercial honor and just and
equitable principles of trade in conducting its business.

     In its market making function, the Company carries long or short trading
positions in various securities.  The Company currently trades over one 
hundred million shares of common stock, preferred stocks and warrants per 
month.  The Company's clearing agent for market making and trading activities
is Spear, Leeds & Kellogg, Inc., members of the New York and other principle 
stock exchanges, of New York City, New York.  The Company has contracted with
an information services provider to supply trading information regarding 
securities in which the Company has an investment interest.  The Company 
obtains daily printouts that inform the traders regarding financial and market
information on a current basis.  As of March 1998, the Company was a market 
maker in approximately three thousand one hundred (3,100) securities.

     The Company's trading activities have substantially increased with the 
addition of several automated trading systems such as Instinet, ACT, Selectnet, 
BNET,  and the automated ticketless Brass trading program.  The Brass system,
which, in effect, makes trading "paperless", enhances the ability of the 
traders to focus on market conditions by eliminating the prior administrative
burden incumbent in trading.  The Selectnet and Instinet networks link the
Company with trading partners throughout the United States, including other 
brokerage firms, block trading desks and specialists on the regional exchanges.
These systems provide the Company with access into every major securities
exchange on a worldwide basis.  The Company also employs the Autex electronic
volume monitoring system.  Through Autex, the Company can determine the 
percentage of the Company's relative trading volume in a specific security.

     The Company's Correspondent Services division provides competitive 
execution services primarily to retail securities firms who utilize the Company 
to fill buy or sell orders in over-the-counter and listed securities for their
respective retail customers.  The Company's Correspondent Service facilitates
large retail firms, including discount brokers and banks, in obtaining instant 
execution of their respective customers' orders.


<PAGE>

     The Company's Retail Sales division consists of forty-nine (49) 
registered representatives, including twenty-one (21) registered principals, 
who collectively maintain the majority of the Company's retail securities 
accounts.  The Company's retail customer accounts are carried on a "fully
disclosed" basis by Bear, Stearns Securities Corp., members of the New York 
and other principle stock exchanges,  pursuant to a clearing agreement.  This
agreement provides that customer securities positions and credit balances are 
insured up to $100,000,000, $500,000 by Securities Investors Protection Corp. 
("SIPC"), which includes $100,000 coverage for cash,  and the remainder by 
supplementary private insurance coverage.  All customer credit balances are 
subject to immediate withdrawal from Bear, Stearns Securities Corp., at the 
discretion of the customer.

     The Company's Investment Banking division consists of seven (7) 
professionals.  The primary function of this department is to conceptualize, 
plan and execute capital formation for small, growing companies which have the
potential, in the Company's judgement, to become successful public companies.  
The Department is engaged in the structuring, management and participation in 
public offerings and private placements of primarily equity securities.  It
also advises its clients in connection with mergers, acquisitions and 
divestitures.

     The Company also serves as the managing underwriter or co-underwriter in 
initial public offerings and private placements of primarily equity 
securities.  Since 1990, the Company has been the managing or co-managing 
underwriter of twenty-six (26) initial public offerings and eleven (11) private
placements which raised in excess of two hundred sixty million dollars 
($260,000,000).  The Company generally underwrites small capitalization 
growth companies in their relatively fast growth stage.  These companies are 
generally in information technologies, such as software, medical products and
pharmaceuticals.  The Company has also been a syndicate or selling group member 
in approximately one hundred eighty-three (183) underwritings.

     M. H. Meyerson & Co., Inc. is currently registered for retail 
distribution in the following jurisdictions:

     Alabama                  Louisiana           Ohio
     Alaska                   Maine               Oklahoma
     Arizona                  Maryland            Oregon
     California               Massachusetts       Pennsylvania
     Colorado                 Michigan            Rhode Island
     Connecticut              Minnesota           South Carolina
     Delaware                 Mississippi         South Dakota
     District of Columbia     Missouri            Tennessee
     Florida                  Montana             Texas
     Georgia                  Nebraska            Utah 
     Hawaii                   Nevada              Vermont
     Illinois                 New Hampshire       Virginia
     Indiana                  New Jersey          Washington   
     Iowa                     New York            West Virginia
     Kansas                   North Carolina      Wisconsin
     Kentucky                 North Dakota        Wyoming

Government Regulation

     The securities industry in the United States is subject to extensive 
regulation under both federal and state laws.  The Securities and Exchange 
Commission ("SEC") is the federal agency responsible for the administration 
of the federal securities laws.  The Company is registered as a broker/dealer
with the SEC.  Much of the regulation of broker/dealers has been delegated to 
self-regulated organizations, principally the NASD and national securities 
exchanges such as NASDAQ.  These self-regulatory organizations adopt rules
(subject to approval by the SEC) that govern the industry and conduct 
periodic examinations of the Company's operations.  Securities firms are also
subject to regulation by state securities administrators in those states in 
which they conduct business.  The Company is currently registered as a 
broker/dealer in 47 states and the District of Columbia.


<PAGE>

     Broker/dealers are subject to regulation covering all aspects of the 
securities business, including sales method, trade practices among 
broker/dealers, use and safekeeping of customers' funds and securities, 
capital structure of securities firms, record-keeping and the conduct of 
directors, officers and employees.  Additional legislation, changes in rules 
promulgated by the SEC and self-regulatory organizations, or changes in the 
interpretation or enforcement of existing laws and rules may directly affect 
the mode of operation and profitability of broker/dealers.  The SEC, 
self-regulatory organizations and state securities commissions may conduct
administrative proceedings which can result in censure, fine, the issuance of 
cease-and-desist orders or the suspension or expulsion of a broker/dealer, 
its officers or employees.  The principal purpose of regulation and 
discipline of broker/dealers is the protection of customers and the 
securities markets, rather than protection of creditors and stockholders of 
broker/dealers.

Competition

     The Company encounters intense competition in all aspects of the 
securities business and competes directly with other securities firms, a 
significant number of which have substantially greater capital and other 
resources and many of which offer a wider range of financial services.  In
addition to competition from firms currently in the securities business there
has recently been increasing competition from other sources such as 
commercial banks and insurance companies offering financial services and from 
other investment alternatives.  The Company believes that the principal
competitive factors in the securities industry are the quality and ability of
professional personnel and relative prices of services and products offered.  
The Company and its competitors also employ direct solicitation of potential 
customers as methods of increasing business.  The Company and its competitors
also furnish investment research publications in an effort to hold and 
attract existing and potential clients.


ITEM 2.   DESCRIPTION OF PROPERTIES

Facilities

     The Company currently leases approximately 30,000 sq. ft. of space in an
office building known as the Newport Office Tower located at 525 Washington 
Blvd., Jersey City, New Jersey.  The lease is in effect through July 31, 
2011. Rent charges on this office for the years ended January 31, 1998 and 
January 31, 1997 were $912,321 and $429,459, respectively.                    
             
     In addition, the Company also pays maintenance charges for additional 
space in Aventura, Florida, under an agreement with Martin H. Meyerson, who 
owns the property in question.  This space is primarily used for entertainment
and  investment banking purposes.  The total maintenance charges for the 
years ending January 31, 1998 and 1997 were $10,440 and $17,977, 
respectively.  The Company also pays rent for space in New York City, New 
York which is leased in the name of Martin H. Meyerson.  This property is 
also used primarily for entertainment and investment banking purposes.  The 
total rent paid on this space for the years ended January 31, 1998 and 1997 
were $31,310 and $31,310, respectively.  The maintenance charges paid on the 
Florida property are the actual maintenance charges billed each month, and 
the rent paid on the New York property is the actual rent specified in the 
lease between Martin H. Meyerson and the building's landlord.  The Company 
believes that it is similar to what would be paid for a comparable property
leased on an arm's length basis by the Company.  Neither of these properties 
is the permanent residence of Martin H. Meyerson.

     It is the opinion of management that all these properties are adequately
covered by the Company's insurance policies.


ITEM 3.   LEGAL PROCEEDINGS

     The Company is not a party to any litigation which would have a material
adverse impact on the Company or its operations.


<PAGE>

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders of the
Company during the fourth quarter of fiscal 1998.

                             PART II


ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     In connection with its initial public offering consummated January 18, 
1994, the Company sold an aggregate of 2,300,000 units of securities for 
$4.00 per unit, each unit consisting of one share of Common Stock and one
Redeemable Common Stock Purchase Warrant (the "Warrants") exercisable at 
$4.50, and received net proceeds of $7,580,948 therefrom.  As of April 17, 
1998, none of the Warrants have been exercised.

     From January 19, 1994 to March 17, 1994, the Company's securities were 
traded on the "Small Capitalization" market of NASDAQ. Since March 18, 1994, 
the Company's Common Stock has been traded on the NASDAQ - National Market 
System (NMS).  The Company's Warrants remain on the Small Capitalization market.

     The following sets forth for the fiscal quarters as indicated the high 
and low bid closing quotations for the Company's Common Stock on the NMS from 
February 1, 1996 through January 31, 1998, and the high and low bid closing 
quotations for the Company's Warrants on the NASDAQ Small Capitalization 
market for the period February 1, 1996 through January 31, 1998.  Such 
information reflects interdealer quotations, without retail mark-up, mark-down
or commissions, and may not necessarily represent actual transactions.

                         Common Stock             Warrants
                         High Low            High Low
     
     Fiscal Year 1997

     1st Quarter    $2.53     $1.78         $0.53    $0.28
     2nd Quarter    $4.31     $2.47         $1.50    $0.58
     3rd Quarter    $3.75     $2.88         $1.31    $0.75
     4th Quarter    $4.06     $2.38         $1.63    $0.78

     Fiscal Year 1998

     1st Quarter    $6.31     $4.13         $2.69    $1.63
     2nd Quarter    $6.38     $4.88         $2.50    $1.25
     3rd Quarter    $6.38     $4.94         $2.50    $1.94
     4th Quarter    $5.38     $3.69         $2.03    $1.00


     The number of shareholders of record of the Company's Common
Stock on March 31, 1998 was approximately 50, and the number of beneficial 
holders of the Company's Common Stock is estimated by management to be an
additional 900 holders, not including publicly traded warrant holders.


<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

     The historical selected financial data set forth below for the three years 
ended January 31, 1998 are derived from the Company's Financial Statements 
included elsewhere in this Annual Report on Form 10-KSB and should be read in 
conjunction with those financial statements and notes thereto.  Those 
financial statements have been audited by Vincent R. Vassallo, independent
certified public accounts, whose report with respect thereto appears 
elsewhere in this report.



                                                    January 31,
                                        1998          1997        1996

Balance Sheet Data:
Assets                              $24,526,907   $ 23,702,300   $19,379,985
Liabilities                          10,249,271      9,759,700     7,324,848
Subordinated Liability                2,000,000              0             0
Shareholders' Equity                 12,277,636     13,942,600    12,055,137

Statement of Operations Data:
                                              Year Ended January 31,
                                        1998          1997        1996

Revenues
Net gain on securities transactions $ 20,637,323  $ 34,214,505   $21,088,570
Underwriting                           3,254,395     4,811,399     1,262,448
Commissions                            2,025,672     2,396,754     2,263,490
Interest and other revenue             1,540,174       463,937       330,613

Total Revenues                        27,457,564    41,886,595    24,945,121
                                                               
Expenses
Compensation and benefits             14,383,715    22,226,110    13,466,583
Clearance charges                      6,233,720     6,467,259     4,536,060
Communications                         3,411,166     3,260,963     2,244,565
Professional fees                        973,902     1,416,519       537,443
Occupancy and equipment costs            954,071       461,874       630,145
Other operating expenses               4,180,770     4,788,042     2,390,849

Total Expenses                        30,137,344    38,620,767    23,805,645

Income (Loss) Before Taxes            (2,679,780)    3,265,828     1,139,476
Provision For Income Taxes              (960,316)    1,445,865       464,689
Net Income                         $  (1,719,464) $  1,819,963   $   674,787


<PAGE>

ITEM 7    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

General

     The following discussion of the Company's financial condition and 
results of operations should be read in conjunction with the Financial 
Statements and Notes thereto appearing elsewhere in this Annual Report on 
Form 10-KSB

Results of Operations

     The following table sets forth for the periods indicated the percentage
of total revenue represented by certain line items in the Company's Statement of
Operations:




                                                  Percent of Total Revenues
                                                    Year Ended January 31,
                                                    1998            1997
                                                  
Net gain on securities transactions. . . . .          75             82
Underwriting . . . . . . . . . . . . . . . .          12             11
Commissions. . . . . . . . . . . . . . . . .           7              6
Interest and other . . . . . . . . . . . . .           6              1
                                                     100            100

Compensation and benefits. . . . . . . . . .          52             53
Clearance charges  . . . . . . . . . . . . .          23             16
Communications . . . . . . . . . . . . . . .          12              8
Professional fees  . . . . . . . . . . . . .           4              3
Occupancy and equipment costs. . . . . . . .           4              1
Other operating expenses . . . . . . . . . .          15             11
      Total expenses . . . . . . . . . . . .         110             92

      Income before income taxes . . . . . .         (10)             8
      Provision for income taxes . . . . . .          (4)             3
      Net income . . . . . . . . . . . . . .          (6)             4


Calculation of Earnings Per Share

     The calculation of earnings per share on the financial statements 
included in this report are based on the weighted average number of shares 
outstanding, as calculated.


<PAGE>

Fiscal Year 1998 Compared with Fiscal Year 1997

     Total revenues in fiscal year 1998 decreased to $27,457,564 from 
$41,886,595, or 34.4%.  This is attributable mainly to a 39.7% decrease in 
trading revenues and a 32.4% decrease in underwriting revenue, along with a 
smaller decrease in commissions, offset partially by an increase of 232.0% 
in interest and other revenue.

     Management believes that a significant portion of the decrease was due to 
the new order handling rules which took effect during the fiscal year. Trading 
volume was lower, but not to the extent of the drop in revenues. A not 
insignificant percentage of the Company's trades last year were done at little 
or no gross profit to the firm, due to the new rules' mechanisms. The Company
is increasing its push into the fixed income and investment banking areas, to
replace the lost revenue caused by the change in the equity marketplace. The 
fixed income group is beginning to underwrite municipal issues, and to 
generate increased revenue, which trend we expect to continue.

     Compensation and benefits decreased from $22,226,110 to
$14,383,715, a change of 35.3%. This resulted primarily from lower draws and
commissions to retail representatives and brokers due to the lower revenue.

     Clearing charges decreased from $6,467,259 to $6,233,720,
representing a decrease of approximately 3.6%. 
                                                    
     Communications charges increased from $3,260,963 to 3,411,166. 
This represented  an increase of 4.6%.

     Other operating expenses, comprising professional fees,
research fees, occupancy, and various other operating costs decreased from
$6,666,435 to $6,233,720, a decrease of 8.4%.  Components of this decrease were
expenses for professional fees, and miscellaneous other expenses, partially
offset by an increase in occupancy costs.

Viability of Operating Results

     The Company, like other securities firms, is directly affected by general 
economic conditions and market conditions, including fluctuations in volume and 
price levels of securities, changes in levels of interest rates and demand for 
the Company's investment banking services.  All of these factors have an impact 
on the Company's net gain from securities transactions, underwriting, and 
commission revenues.  In periods of reduced market activity, profitability can 
be adversely affected because certain expenses, consisting primarily
of non-officer compensation and benefits, communications and occupancy and
equipment remain relatively fixed.

Liquidity and Capital Resources

     The Company's statements of financial position reflect a liquid financial 
position as cash and assets readily convertible to cash represent 81% and 83% of
total assets at January 31, 1998 and January 31, 1997 respectively.

     The Company finances its operations primarily with existing capital and 
funds generated from operations.

     The Company believes that existing capital and cash flow from
operations will be sufficient to meet its cash requirements.

Year 2000

     The Company's internal accounting systems and the computers that run 
these systems have been audited and it has been confirmed that we do not
expect them to be affected by the year 2000  bug'. The Company's trading and
customer transaction systems are supplied and managed by our clearing
brokers and outside independent vendors. The Company is in the process of
assessing what steps it must take to avoid being indirectly affected by
potential year 2000 problems occurring in the systems of clearing brokers
and other outside vendors. The Company does not expect to incur any
significant expenditures related to year 2000 problems with its primary
information systems. However, any failure by the Company's clearing
organization or other outside vendors to adequately address the date change
could have material adverse effect on the Company's financial condition
and operations.



<PAGE>

ITEM 8    FINANCIAL STATEMENTS

          INDEX TO FINANCIAL STATEMENTS

                                                             Page

Report of Independent Public Accountants   . . . . . . . . . .  9
Statements of Financial Condition
     at January 31, 1998 and 1997  . . . . . . . . . . . . . . 10
Statements of Operations for the years
     ended January 31, 1998 and 1997 . . . . . . . . . . . . . 11
Statements of Stockholders' Equity for the years
     ended January 31, 1998 and 1997 . . . . . . . . . . . . . 12
Statements of Cash Flows for the years
     ended January 31, 1998 and 1997 . . . . . . . . . . . . . 13
Notes to Financial Statements. . . . . . . . . . . . . . . . . 14


<PAGE>


        REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Shareholders
M. H. Meyerson & Co., Inc.

     We have audited the accompanying statements of financial condition of 
M. H. Meyerson & Co., Inc. as of January 31, 1998 and 1997, and the related 
statements of operations, changes in shareholders' equity and cash flows
for the years then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express 
an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis 
for our opinion.

     In our opinion, the financial statements referred to above present fairly, 
in all material respects, the financial position of M. H. Meyerson & Co., Inc., 
as of January 31, 1998 and 1997, and the results of its operations and its 
cash flows for the years then ended in conformity with generally accepted 
accounting principles.





                              VINCENT R. VASSALLO, CPA

Sea Cliff, New York
March 20, 1998


<PAGE>
<TABLE>
<CAPTION>
                    
                    M. H. MEYERSON & CO., INC.
                 STATEMENT OF FINANCIAL CONDITION
                           JANUARY 31,



          ASSETS                                   1998           1997  

<S>                                          <C>              <C>
Cash and cash equivalents                    $   1,433,126    $  2,184,301
Receivable from clearing brokers (Note 3)        4,106,384       3,019,947
Securities owned - at market value                               
            (Notes 2 and 3)                     13,539,455      13,536,044
Income tax refunds receivable (Notes 2 and 5)      759,758         939,566
Investments - not readily marketable (Note 2)    2,348,421       1,699,084
Property and equipment, net (Notes 2 and 3)      1,635,600       1,760,588
Other assets                                       704,163         562,770
          TOTAL ASSETS                       $  24,526,907    $ 23,702,300

          LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
Securities sold, but not yet purchased 
     - at market value (Notes 2 and 3)       $   3,474,601    $ 3,493,713
Payable to trading representatives               2,756,111      4,671,539
Payable to clearing brokers (Note 3)             2,868,462              -
Other liabilities and accrued expenses (Note 3)  1,150,097      1,594,448
          TOTAL LIABILITIES                     10,249,271      9,759,700

COMMITMENTS (Note 6)

SUBORDINATED LOAN (Note 7)                       2,000,000              -     

SHAREHOLDERS' EQUITY
Common Stock, $.01 par value, 25,000,000 shares
      authorized, 5,047,835 and 4,993,335 shares 
      issued and 5,047,835 and 4,993,335 shares 
      outstanding at January 31, 1998 and 1997      50,478         49,933
Additional paid-in capital                       7,807,752      7,753,797
Retained earnings                                4,419,406      6,138,870
          TOTAL SHAREHOLDERS' EQUITY            12,277,636     13,942,600

          TOTAL LIABILITIES AND
                SHAREHOLDERS' EQUITY          $ 24,526,907    $23,702,300

                           
    The accompanying notes are an integral part of this statement.
</TABLE>
    
<PAGE>                        
<TABLE>
<CAPTION>
                   
                   M. H. MEYERSON & CO., INC.
                    STATEMENT OF OPERATIONS
                     YEAR ENDED JANUARY 31,

<S>                                           <C>            <C>
REVENUES                                           1998           1997
    Net gain on securities transactions       $ 20,627,323    $ 34,214,505
    Underwriting                                 3,254,395       4,811,399
    Commissions                                  2,025,672       2,396,754
    Interest                                       217,294         380,752
    Net gain on investments and disposal 
               of assets                         1,322,880          83,185
          TOTAL REVENUES                        27,457,564      41,886,595

EXPENSES
    Compensation and benefits                   14,383,715      22,226,110
    Clearance charges                            6,233,720       6,467,259
    Communications                               3,411,166       3,260,963
    Professional fees                              973,902       1,416,519
    Occupancy and equipment costs                                
    (Notes 4 and 6)                                954,071         461,874
    Other operating expenses                     4,180,770       4,788,042
          TOTAL EXPENSES                        30,137,344      38,620,767

INCOME (LOSS) BEFORE INCOME TAXES 
           AND TAX BENEFITS                     (2,679,780)      3,265,828
Provision for income taxes and (tax benefits)
           (Notes 2 and 5)                        (960,316)      1,445,865
NET INCOME (LOSS)                             $ (1,719,464)    $ 1,819,963

BASIC EARNINGS (LOSS) PER SHARE OF                               
COMMON STOCK (Note 2)                         $      (0.34)    $      0.36    

DILUTED EARNINGS (LOSS) PER SHARE OF
COMMON STOCK (Note 2)                         $      (0.34)    $      0.33

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING    5,032,262       4,990,685

DILUTED WEIGHTED AVERAGE NUMBER
         OF SHARES OUTSTANDING                   5,032,262       5,521,016


The accompanying notes are an integral part of this statement.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                    M. H. MEYERSON & CO., INC.
           STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
               YEAR ENDED JANUARY 31, 1998 AND 1997

                                                                   LOANS TO
                                COMMON                           OFFICERS FOR
                                 STOCK   ADDITIONAL               PURCHASE OF
                               $.01 PAR   PAID-IN     RETAINED      COMPANY
                                 VALUE    CAPITAL     EARNINGS       STOCK
                                    
<S>                         <C>         <C>          <C>           <C>
SHAREHOLDERS' EQUITY
FEBRUARY 1, 1996            $  49,833   $ 7,743,897  $ 4,318,907   $ (57,500)
Officer loan repayment                                                57,500
Options exercised                 100         9,900
Net income for year                                    1,819,963
SHAREHOLDERS' EQUITY                                                  
JANUARY 31, 1997               49,933     7,753,797    6,138,870           0
Options exercised                 545        53,955
Net income for year                                   (1,719,464)
SHAREHOLDERS' EQUITY
JANUARY 31, 1998            $   50,478  $ 7,807,752  $ 4,419,406   $       0


      The accompanying notes are an integral part of this statement.
</TABLE>
      
<PAGE>
<TABLE>
<CAPTION>
                          
                    M. H. MEYERSON & CO., INC.
                     STATEMENT OF CASH FLOWS
                      YEAR ENDED JANUARY 31,

                                                    1998          1997
<S>                                          <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                $ (1,719,463)    $  1,819,963
   Adjustments to reconcile net income to 
   net cash provided by (used in) operating 
   activities:
      Depreciation                                373,256          535,592
      Change in assets and liabilities:       
         (Increase) decrease in:
            Receivable from clearing brokers   (1,086,437)       5,312,639
            Securities owned                       (3,411)      (4,768,219)
            Income taxes receivable               179,808         (939,566)
            Other assets                         (141,393)        (118,897)
         Increase (decrease) in:
            Securities sold, but not 
               yet purchased                      (19,112)         623,496
            Payable to trading representatives (1,915,428)       1,105,186
            Payable to clearing brokers         2,868,462                -    
            Income taxes payable                        -         (501,869)
            Other liabilities and 
               accrued expenses                  (444,351)       1,208,038
            Net cash provided by (used in)
               operating activities            (1,908,069)       4,276,363
CASH FLOWS FROM INVESTING ACTIVITIES:
   Investments                                   (649,337)      (1,368,863)
   Purchase of property and equipment            (248,269)      (1,609,296)
            Net cash used in investing 
               activities                        (897,606)      (2,978,159)
CASH FLOW FROM FINANCING ACTIVITIES:
   Subordinated loan                            2,000,000                -     
   Options exercised                               54,500           10,000
   Loans to officers repayment                          -           57,500
            Net cash provided by (used in)
               financing activities             2,054,500           67,500
NET INCREASE(DECREASE) IN CASH                   (751,175)       1,365,704
CASH, BEGINNING OF YEAR                         2,184,301          818,597
CASH, END OF YEAR                             $ 1,433,126     $  2,184,301

SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid                             $         -     $  2,887,300
Interest paid                                 $    67,556     $          -     

     The accompanying notes are an integral part of this statement.
</TABLE>
     
<PAGE>
                    
                
                
                     M. H. MEYERSON & CO., INC.
                  NOTES TO FINANCIAL STATEMENTS
                    JANUARY 31, 1998 AND 1997

1. ORGANIZATION

The Company is a registered broker-dealer under the Securities and Exchange Act 
of 1934 which provides securities trading, underwriting, investment banking and 
brokerage services for individuals, institutions and corporations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Security Transactions

Customers' securities transactions are recorded on a settlement date basis, 
which is generally three business days after trade date with related revenues 
and expenses recorded on a trade date basis.  The Company's securities 
transactions are recorded on a trade date basis.  Securities traded on a 
national securities exchange are valued at the last sales price on January 31, 
1998 and 1997.  Securities traded on the over-the-counter market are valued at 
the bid price for securities owned and at the ask price for securities sold but 
not yet purchased.  Unrealized gains and losses on security transactions are 
reflected in income.

Underwriting Revenues

Underwriting fees are recorded at the time the underwriting is completed.

Investments - Not Readily Marketable

Investments not readily marketable are valued at estimated fair value as 
determined by management.  Investments not readily marketable include restricted
securities which cannot be publicly offered or sold unless registration has been
effected under the Securities Act of 1933 or unless the applicable provisions of
Rule 144 of the Securities Act are met.

Property and Equipment

Property and equipment is stated at cost.  Office furniture, equipment and 
vehicles are depreciated over the estimated useful lives, ranging from 3 to 7 
years using accelerated methods.  Leasehold improvements are amortized over the
shorter of the remaining life of the lease or the estimated economic life of 
the improvements.

Income Taxes

The Company has adopted Statement of Financial Accounting Standards ("SFAS") 
No. 109 "Accounting for Income Taxes".  There are no temporary differences 
between tax and financial reporting.

Earnings Per Common Share

Earnings per common share is calculated using the weighted average number of 
common shares outstanding during the period.  Shares issuable upon the exercise 
of stock options and warrants, that are dilutive, have been included in the
computation of earnings per share based on the modified treasury stock method.

<PAGE>

3. COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS

Cash and Cash Equivalents

Cash and cash equivalents represent funds on deposit in interest bearing and 
non-interest bearing checking accounts and certificates of deposit with a 
maturity of three months or less.

Receivable and Payables From/To Clearing Brokers

Receivables and payables from/to clearing brokers are from trading activity and 
funds deposited and are unsecured. The funds are available for immediate 
withdrawal and are drawn upon as needed.  Interest is paid on these funds at
fluctuating rates.

Securities Owned

Approximately ninety-one percent of securities owned consist of over-the-counter
stocks and approximately nine percent consist of fixed income securities.

Property and Equipment

Property and equipment consists of the following:

                                                      January 31, 
  
                                                1998               1997
Office furniture and equipment             $ 1,426,232        $ 1,244,733
Leasehold improvements                         838,375            734,035
Vehicles                                        34,994            128,797
                                             2,299,601          2,107,565
Less accumulated depreciation and 
           amortization                        664,001            346,977
                                           $ 1,635,600        $ 1,760,588

Securities Sold, but not yet Purchased

Securities sold but not yet purchased represent obligations of the Company to 
deliver the specified securities at some point in the future, thereby creating 
a liability to purchase these securities at prevailing market prices in effect 
at that time.  Approximately ninety-six percent of securities sold, but not yet 
purchased consist of over-the-counter stocks and approximately four percent is 
fixed income securities.

There is a market risk associated with these securities if the security price 
increases and the securities have to be purchased at a higher price to cover the
positions.  There is no margin requirement for these transactions. 
The Company seeks to control the risks associated with these positions by
closely monitoring the market fluctuations of the prices for these securities.


<PAGE>

Payable to Trading Representatives

Payable to trading representatives represents commissions earned by market 
makers and retail representatives.  Market makers are required to maintain a 
balance with the Company equivalent to approximately twenty-five percent of 
their net trading positions.  The remaining balance of commissions is available 
for immediate withdrawal.


Other Liabilities and Accrued Expenses

Other liabilities and accrued expenses consist of:
                                                       January 31, 
  
                                                 1998             1997 
Accrued salaries, taxes and fringe benefits  $    141,530     $   116,145
Other accrued liabilities                       3,764,678       1,478,302
                                             $  3,906,208     $ 1,594,447


4. RELATED PARTY TRANSACTIONS

Transactions with related parties are summarized as follows:
                                                Year ended January 31,    
                                                1998               1997
Maintenance charges paid on space owned 
by the principal shareholder (included 
in rent expense)                               10,440             17,977
Rent for space which is leased in the 
name of the principal shareholder              31,310             31,310


5. INCOME TAXES

The provision for income taxes is as follows:
                                                Year ended January 31,    
                                                1998              1997
Current tax expense(benefit)               
Federal                                     $ (960,316)       $   1,120,057
State                                                -              325,808
                                            $ (960,316)       $   1,445,865

<PAGE>

A reconciliation from the statutory federal income tax rate to the
effective tax rate is as follows:
                                               Year ended January 31,    
                                              1998                1997
U.S. statutory rate                          (34.0)%              34.0%
State taxes, net of federal benefit              -                 6.6
Other                                         (1.8)                3.7
                                             (35.8)%              44.3%


6. COMMITMENTS

Lease Commitments

The Company signed a 15 year lease for new office space, effective August 1, 
1996, and added additional space effective March 15, 1997. In addition the 
Company also pays rent for additional space under agreements with the principal 
shareholder.

Minimum annual rental and lease commitments for all office space with a 
remaining term of one year or more at January 31, 1998 are as follows:

      Year ending January 31,                                 
                1999                              $    793,040
                2000                                   793,040
                2001                                   793,040
                2002                                   824,725
                2003                                   824,725
                Remainder through July 31, 2011      7,495,750
                   Net minimum lease payments     $ 11,420,228

Rent expense for the years ended January 31, 1998 and 1997 was
$954,071 and $429,459 respectively.

Employment Agreements

The Company has employment agreements with Martin H. Meyerson, Chairman and 
Chief Executive Officer, and Michael Silvestri, President and Chief Operations 
Officer.  The agreements provide for base annual compensation of $600,000 and 
$200,000 respectively.  The agreements were for a three (3) year period from 
October, 1993 and were renewed automatically for succeeding periods of one 
year.  In the event the Company terminates, without cause, the 

<PAGE>

employees, the employee shall receive an amount equal to one year's base salary 
plus accrued benefits and incentive compensation.


7. SUBORDINATED LOANS

The Company entered into a NASD approved subordinated loan agreement with Spear,
Leeds & Kellogg, dated June 3, 1997 and effective August 1, 1997. The amount is 
$2,000,000 and matures on August 31, 1999. It is subject to monthly interest 
payments at the rate of half a percent below the Prime Rate and is unsecured.

8. NET CAPITAL REQUIREMENT

As a registered broker-dealer, the Company is subject to the requirements of 
Rule 15c3-1 (the net capital rule) under the Securities Act of 1934.  The basic 
concept of the rule of liquidity is to require the broker-dealer to have at all 
times sufficient liquid assets to cover its current indebtedness.  Specifically,
the rule prohibits a broker-dealer from permitting its "aggregate indebtedness" 
from exceeding fifteen times its net capital as those terms are defined.

The Company's aggregate indebtedness and net capital were $ 6,774,670 and 
$6,952,975 on January 31, 1998 and $ 6,265,987 and $ 6,908,273 on January 31, 
1997 respectively, with ratios of .97 and .91 to 1.00.

9. STOCK OPTIONS AND WARRANTS

The Company established an employee stock option plan administered by the Board 
of Directors.  Under the plan, options may be granted to employees of the 
Company and other qualified individuals up to an aggregate of 2,500,000 shares 
of Common stock.  As of January 31, 1998, 1,445,500 options have been granted 
under this plan, 1,231,000 of which became exercisable as of January 31, 1998 
and the balance will become exercisable at varying times through June, 1999. The
outstanding options have exercise prices of $1.00 to $6.12 per share. 64,500 
options were exercised and 1,381,000 are outstanding.

The Underwriter was granted an option to purchase 200,000 Units at $6.60 per 
Unit in connection with the Company's initial public offering.  Each Unit 
consists of one share of the Company's Common Stock and one Redeemable Common
Stock Purchase Warrant exercisable at $4.50.  The options are exercisable 
during a three year period commencing January 18, 1996.

In connection with the initial public offering, the Company issued 2,300,000 
Redeemable Common Stock Purchase Warrants.  Each Warrant entitles the holder to 
purchase one share of Common Stock at a price of $4.50.  The Warrants are 
exercisable any time through January 17, 1999 unless redeemed by the Company.  
The Warrants are redeemable by the Company, upon 30 days prior written notice, 
provided the closing bid price for the Company's Common Stock exceeds $9.60 per 
share for ten consecutive business days ending within five days of the 
redemption period.

10. STOCK-BASED COMPENSATION

The Company uses the intrinsic value method to account for stock-based employee 
compensation plans. Under this method, compensation cost is recognized for 
stock option awards only if the quoted market price (or estimated fair market 
value of the stock prior to the stock becoming publicly traded) is greater than 
the amount the employee must pay to acquire the stock. 

The Company has adopted the disclosure-only provisions of SFAS 123. Accordingly,
no compensation cost has been recognized for stock options granted under the 
plan. Had compensation cost been determined based on the fair value at the grant
dates for stock option awards consistent with the method of SFAS 123, there 
would have been no material effect on the company's net income and earnings per 
share.

The exercise price of each option granted under the plan is determined by the 
Company's Board of Directors at the time of grant. The exercise price of 
incentive stock options must be at least equal to the fair market value of the 
Company's stock on the date of the grant. 

<PAGE>

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
          FINANCIAL DISCLOSURE

     None.



                             PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The executive officers, directors and key employees of the
Company are as follows:


        Name                   Age        Position with Company

Martin H. Meyerson             67         Chairman, Chief Executive Officer, 
                                          Chief Financial Officer and Director
Michael Silvestri              50         President, Chief Operating Officer and
                                          Director
Kenneth J. Koock               55         Vice Chairman and Director
Jeffrey E. Meyerson            32         Vice President, Foreign Trading, and 
                                          Director(1)
Joelle A. Meyerson             59         Treasurer and Director(2)
Eugene M. Whitehouse           39         Vice President, Controller, Secretary,
                                          and Director
Bertram Siegel, Esq.           60         Director
Martin Leventhal, CPA          61         Director
Alfred T. Duncan               54         Director

(1) Jeffrey E. Meyerson is the son of Martin H. Meyerson
(2) Joelle A. Meyerson is the spouse of Martin H. Meyerson


<PAGE>

Biographical Information

Martin H. Meyerson, Chairman, Chief Executive Officer and Chief 
                    Financial Officer

     Martin H. Meyerson is the Chairman, Chief Executive Officer, Chief 
Financial Officer and a director of the Company and was its President until 
1984.  Mr. Meyerson was also the President and a director of Bio Recovery 
Technology, Inc., a research and development company involved in microbiological
and pollution control products, from 1984 through 1986.  He was also the 
chairman of the board of Bio Metallics, Inc., also involved in pollution control
products, from 1987 through 1990.  Mr. Meyerson graduated from Packard College 
in 1952, majoring in Business Administration.

Michael Silvestri, President, Chief Operating Officer and Director

     Michael Silvestri joined the Company in 1978 as Manager and Cashier and 
has been President and Chief Operating Officer of the Company since 1984.  He 
has been actively involved in the securities business for twenty-nine (29) 
years.  His previous experience at Fahnstock & Company enabled him to expand his
operational expertise in all trading areas.  He has established new compliance 
and accounting procedures for the Company.  Mr. Silvestri received a sociology 
and business degree from Brooklyn College in 1974.  Mr. Silvestri became a 
Director in 1993.

Kenneth J. Koock, Vice Chairman and Director

     Kenneth Koock has been with the Company since 1977.  In 1993, Mr. Koock 
became a Director of the Company.  Mr. Koock received his B.A. degree from Duke 
University in 1963 and a law degree in 1966 from St. John's University.  He was 
president of Bio Metallics, Inc. from 1987 through 1990 and is a member of the 
New York State Bar Association.

Jeffrey E. Meyerson, Vice President, Foreign Trading and Director

     Jeffrey E. Meyerson has been with the Company since 1987.  He became Vice 
President of the Foreign Trading Department in 1989.  He received an 
Economics/Management degree from Ithaca College in 1987.  Mr. Meyerson became a 
Director of the Company in 1993. 

Joelle A. Meyerson, Treasurer and Director

     Joelle A. Meyerson actively joined the Company in 1979 as a Financial 
Principal and became a Director in 1994.  She received a B.A. degree in 
Economics from Brooklyn College in 1960, and a Masters degree in Economics
from Brooklyn College in 1962.

Eugene M. Whitehouse, Vice President, Controller, Secretary, and Director
 
     Eugene M. Whitehouse has been associated with the firm since 1983, became 
a Vice President and the Company's Controller in 1994, and became a Director in 
1996. He received a B.B.A. degree from Pace University in 1982, and an M.B.A. 
from St. Peter's College with a concentration in MIS in 1994, and a 
concentration in International Business in 1997. 

<PAGE>

Bertram Siegel, Esq., Director

     Bertram Siegel became a Director of the Company in 1994.  Mr. Siegel is a 
partner in the law firm of Siegel and Siegel, and was a member of the Board 
of Directors of Bio Metallics, Inc., from 1987 through 1990.  He is a member of 
the New Jersey and Bergen County Bar Associations, and received his Juris Doctor
degree from Rutgers, the State University of New Jersey in 1963.

Martin Leventhal, CPA, Director

     Martin Leventhal graduated from Brooklyn College in 1958 and became a 
Certified Public Accountant in 1963. With the exception of time spent in 
military service, he has been actively involved in public accounting since 
his graduation.  In 1971, he founded the firm most recently known as Martin 
Leventhal & Company, a CPA firm with approximately 25 employees. In 1997, 
Martin Leventhal & Company merged with Weinick, Sanders & Co. to form Weinick, 
Sanders, Leventhal & Co., LLP, with approximately 100 employees, of which Mr. 
Leventhal is the executive partner. He is a member of the American Institute of 
Certified Public Accountants and the New York Society of Certified Public 
Accountants, for which he served on numerous committees.  He has also held a 
principal's license in the securities industry.

Alfred T. Duncan, Director

     Alfred T. Duncan has been an independent management consultant since 1992, 
specializing in financial management for small growth firms. Prior to 1992, he 
held numerous senior positions with Commodore International, Ltd. including 
General Manager of Latin America and Eastern Europe (1990-1991) and General 
Manager of U. S. operations (1987-1990). He was President and Chief Executive 
Officer of Victor Technologies (1986-1987) and has held financial management 
positions with A. M. International, Abbott Laboratories, First National Bank 
of Chicago, and Ford Motor Company. He is currently Vice President, Finance
of the New Jersey Devils, an NHL team. He received an M.B.A. degree  from 
Harvard University in 1972 and a B.S.C.E. degree from Duke University in 1965.

Section 16(A) Beneficial Ownership Reporting Compliance

        To the best of the Company's knowledge and belief, based solely on a
review of the copies of the required filings and written representations
furnished to the Company, no director, officer or beneficial owner of more
than ten percent of any class of equity securities of the registrant failed
to file on a timely basis reports required by Section 16(A) of the Exchange
Act during fiscal year 1998.


<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

     The following table sets forth the aggregate cash compensation paid by the 
Company for services rendered in all capacities with respect to salary earned 
during the fiscal year ended January 31, 1998 to the executive officers whose
compensation exceeded $100,000 and to all executive officers as a group.


   Name of Individual                                            Total
     or Number of                Fiscal                           Cash
   Persons in Group               Year    Salary    Bonus(4)  Compensation(1)
Martin H. Meyerson, Chairman(5)   1998  $  600,000  $      0    $ 600,000
                                  1997     600,000   200,000      800,000
                                  1996     600,000         0      600,000
Kenneth J. Koock, Vice 
  Chairman(2)(5)                  1998     574,800         0      574,800
                                  1997   1,448,800         0    1,448,800
                                  1996   1,049,800         0    1,049,800
Michael Silvestri, President and 
  Chief Operating Officer(3)(5)   1998     215,018         0      215,018
                                  1997     270,111   100,000      370,111
                                  1996     200,000   119,248      319,248
All Executive Officers as a group 
  (3 persons)                     1998   1,389,818         0    1,389,818
                                  1997   2,318,911   300,000    2,618,911
                                  1996   1,849,800   119,248    1,969,048

(1) Does not include personal benefits which do not exceed 10% of the cash 
    compensation for all executive officers as a group.
(2) Mr. Koock does not receive a base salary. His compensation is based on 
    commissions earned.
(3) Mr. Silvestri earns compensation based on commissions earned in addition to 
    his contracted salary and incentive amounts.
(4) Martin H. Meyerson received a grant of an option for 200,000 shares from the
    employee stock option plan in lieu of a cash bonus in fiscal 1996.
(5) Mr. Meyerson, Mr. Koock, and Mr. Silvestri received grants of options for 
    15,000, 10,000, and 5,000 shares respectively during fiscal 1998 for serving
    as members of the Company's Board of Directors.
    
<PAGE>

DIRECTOR COMPENSATION

     As of January 31, 1998, no director was given cash compensation for their 
services as directors.  Outside directors are given $300.00 as reimbursement for
travel expenses.  Outside directors have received grants under the stock option 
plan as an incentive to become directors of the Company, and all directors 
receive a grant of 5,000 options per year for their service as directors.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security ownership of certain beneficial owners known to the issuer to be 
the beneficial owner of more than five percent of any class of the issuer's 
voting securities, as of April 17, 1998.


Title of     Name and Address of         Amount and    Percent of    Total
Class        Beneficial Owner            Nature of        Class      Options
                                         Beneficial                  Granted
                                           Owner
Common  Martin H. Meyerson                2,668,190(2)    48.709%    430,000
        c/o M. H. Meyerson & Co., Inc.
        525 Washington Blvd.
        Jersey City, NJ 07310
Common  Kenneth J. Koock                    579,625(3)    10.889%    275,000
        c/o M. H. Meyerson & Co., Inc.
        525 Washington Blvd.
        Jersey City, NJ 07310
Common  The Meyerson Family as a Group(1) 2,982,815(4)    52.954%    585,000

(1) The Meyerson Family as a group includes Martin H. Meyerson, Joelle A. 
    Meyerson, Jeffrey E. Meyerson, Jill E. Meyerson and Douglas J. Meyerson
(2) Includes 430,000 shares issuable upon exercise of stock options.
(3) Includes 275,000 shares issuable upon exercise of stock options.
(4) Includes 585,000 shares issuable upon exercise of stock options.

<PAGE>

(b) Security ownership of management, as of April 17, 1998.


Title of  Name and Address of          Amount and    Percent of        Total
  Class   Beneficial Owner             Nature of      Class            Options
                                       Beneficial                      Granted
                                         Owner(1)
Common   Martin H. Meyerson
         c/o M. H. Meyerson & Co., Inc.  2,668,190     48.709%         430,000
Common   Michael Silvestri
         c/o M. H. Meyerson & Co., Inc.     72,135      1.425%          15,000
Common   Kenneth J. Koock
         c/o M. H. Meyerson & Co., Inc.    579,625     10.890%         275,000
Common   Jeffrey E. Meyerson
         c/o M. H. Meyerson & Co., Inc.    164,625      3.179%         130,000
Common   Joelle A. Meyerson
         c/o M. H. Meyerson & Co., Inc.    125,000      2.464%          25,000
Common   Eugene M. Whitehouse
         c/o M. H. Meyerson & Co., Inc.     40,000      0.791%          10,000
Common   Bertram Siegel, Esq.
         c/o M. H. Meyerson & Co., Inc.     80,000      1.560%          80,000
Common   Martin Leventhal, CPA
         c/o M. H. Meyerson & Co., Inc.     75,000      1.464%          75,000
Common   Alfred T. Duncan
         c/o M. H. Meyerson & Co., Inc.     15,000      0.296%          15,000
Common   All Officers and Directors as
         a group (9 people)              3,819,575     62.587%       1,055,000

(1) Amounts and percentages include shares issuable upon exercise of options 
    granted.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information regarding relationships and related transactions is disclosed 
in the notes to financial statements included in Item 7 of this report.

<PAGE>

ITEM 14.  EXHIBITS AND REPORTS ON FORM 8-K

(a)       Exhibits:
          
          Index of Exhibits as required by Item 601 of Regulations S-B.


        Exhibit Number      Description of Exhibit
              
              3.1         Articles of Incorporation                (1)
              3.2         Bylaws                                   (1)
              4.1         Common Stock Specimen                    (1)
              4.2         Warrant Specimen                         (1)
              4.3         Unit Specimen                            (1)
              4.4         Warrant Agreement                        (1)
             10.1         Employment Agreement between the         
                          Company and Martin H. Meyerson           (1)
             10.2         Employment Agreement between the
                          Company and Michael Silvestri            (1)
             11           Calculation of Earnings Per Share 
                          of the Company                       pg. 28
             27           Financial Data Schedule                  (2)

     (1)  Incorporated herein by reference from the Registration Statement 
          number 33-70566 filed by the Company on Form SB-2
     (2)  Filed with EDGAR filing of this report on Form 10-KSB.

(b)       Reports on Form 8-K:
               
          A report on Form 8-K, dated June 13, 1997, was filed reporting the 
          resignation of Linda Antosiewicz from the Board of Directors.
          
          
<PAGE>
                               
                             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: 4/27/98                         
   

                           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.

     Signature                     Title                           Date

                             Chairman, Chief Executive
                             Officer, Chief Financial
 /s/ Martin H. Meyerson      Officer and Director                 4/27/98
Martin H. Meyerson

                             President, Chief Operating
 /s/ Michael Silvestri       Officer and Director                 4/27/98
Michael Silvestri


 /s/ Kenneth J. Koock        Vice Chairman and Director           4/27/98
Kenneth J. Koock             
                             
                             Vice President, Foreign Trading,
 /s/ Jeffrey E. Meyerson     and Director                         4/27/98
Jeffrey E. Meyerson


 /s/ Joelle A. Meyerson      Treasurer and Director               4/27/98
Joelle A. Meyerson



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                             Vice President, Controller,          
 /s/ Eugene M. Whitehouse    Secretary, and Director              4/27/98
Eugene M. Whitehouse

                             
 /s/ Bertram Siegel          Director                             4/27/98
Bertram Siegel, Esq.


 /s/ Martin Leventhal        Director                             4/27/98
Martin Leventhal, CPA


 /s/ Alfred T. Duncan        Director                             4/27/98
Alfred T. Duncan