UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A

         Annual Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the fiscal year ended December 31, 2000

                             THE MORGAN GROUP, INC.

                              2746 Old U.S. 20 West
                             Elkhart, Indiana 46514
                                 (219) 295-2200
                         Commission File Number 1-13586

                Delaware                             22-2902315
        (State of Incorporation)        (I.R.S. Employer Identification Number)

           Securities Registered Pursuant to Section 12(b) of the Act:

                             American Stock Exchange
                    Class A common stock, par value of $.015

           Securities Registered Pursuant to Section 12(g) of the Act:
                                      None

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 and (2) has been subject to such filing requirements for
the past 90 days.

                                 YES X NO ______

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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. [ ]

The aggregate market value of the issuer's voting stock held by  non-affiliates,
as of March 26, 2001 was  $3,105,000.  The number of shares of the  Registrant's
Class A common  stock $.015 par value and Class B common  stock $.015 par value,
outstanding as of March 26, 2001, was 1,248,157  shares,  and 1,200,000  shares,
respectively.


                       DOCUMENTS INCORPORATED BY REFERENCE

None.


<PAGE>


PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The business experience of each director,  along with that of certain other
officers,  of The Morgan Group, Inc. (referred to as "Morgan," the "Company," or
"we" is set forth below.

     Charles C. Baum (age 59) serves as  Chairman  of the Board of Morgan.  From
1992 until January,  2000, Mr. Baum was Morgan's Chief  Executive  Officer.  Mr.
Baum has also been Chief  Financial  Officer,  Treasurer and Secretary of United
Holdings  Co.,  Inc. and its  predecessors  and  affiliates  since 1973.  United
Holdings Co., Inc. was involved in the metal business until 1990 when it shifted
its focus to become a firm which invests in real estate and securities. Mr. Baum
is also a director of United Holdings Co., Inc., Gabelli Group Capital Partners,
Inc. (a registered investment adviser under the Investment Advisers Act of 1940,
as amended), Shapiro Robinson & Associates (a firm which represents professional
athletes),  and  Municipal  Mortgage  and Equity  Co. (a company  engaged in the
business of mortgage financing).

     Richard B. Black (age 67) joined  Morgan's  Board of Directors in 1993. Mr.
Black is a General  Partner of OpNet  Partners,  L.P. Mr. Black is Vice Chairman
and has been a director  of Oak  Technology,  Inc.,  a  worldwide  semiconductor
supplier for the personal computer and consumer  electronics  industries,  since
1988. He was President of Oak Technology,  Inc. from January 1988 to March 1999.
Mr. Black has been Chairman and a director of ECRM, Incorporated,  a producer of
electronic  publishing  equipment,  since  1983.  He is also a  director  of GSI
Lumonics,  Inc., a manufacturer  of  laser-based  positioning  systems,  testing
equipment,  and medical imaging systems,  Gabelli Group Capital Partners,  Inc.,
Altigen  Communications,  Inc., a systems company,  Photoniko,  Inc., an optical
networking components company,  TREX Enterprises,  a laser and microwave imaging
and optical networking  components  company,  and Servador,  Inc., an E-commerce
printing company.

     Anthony  T.  Castor  III (age 49)  joined  Morgan  as  President  and Chief
Executive  Officer in January,  2000.  He was  appointed  to  Morgan's  Board of
Directors in March, 2000. In January,  2001, Mr. Castor accepted the position of
interim Chief Executive Officer and President of Spinnaker  Industries,  Inc., a
maker of adhesive  backed  materials.  In February,  2001,  Mr.  Castor became a
director and Vice Chairman of Lynch  Corporation,  a  diversified  manufacturing
company and 48% owner of Spinnaker Industries, Inc. Prior to joining Morgan, Mr.
Castor was the President  and Chief  Executive  Officer of Precision  Industrial
Corporation from 1997 to 1999 and of Hayward Industries, Inc. from 1993 to 1997.
Mr. Castor is also a director of Super Vision International, Inc.

     Richard L.  Haydon  (age 54) became a director  of Morgan in 1999.  He is a
partner of Omega  Advisors,  Inc.  and was the  Managing  Partner  of  Strategic
Restructuring  Partnerships until 2000 where he had been a General Partner since
1990.

     Robert S. Prather  (age 56 ) has been a director of Morgan  since 1997.  He
has served as the President and Chief Executive Officer of Bull Run Corporation,
an investment  holding  company,  since 1992 and as Executive  Vice President of
Gray Communications  Systems,  Inc., a media and communications  company,  since
1996.  Mr.  Prather  is  also a  director  of  Bull  Run  Corporation  and  Gray
Communications Systems, Inc.

     Michael J. Archual (age 50) was named President of Morgan Drive Away, Inc.,
a wholly owned  subsidiary of Morgan ("Morgan Drive Away"),  in February,  2001.
Prior to joining Morgan Drive Away, Mr.  Archual was Vice  President,  Marketing
and Sales, of TruckerB2B,  Inc., a  business-to-business  service  subsidiary of
Celadon Group, Inc. since 2000. Previously he had served as President- Servicios
de Transportacion Jaguar,  another Celadon subsidiary,  from 1998 to 2000 and as
Executive Vice President of Celadon Trucking Services from 1995 to 1998.

     Paul D. Borghesani  (age 62) has been Vice President and Corporate  Counsel
of Morgan Drive Away since 1996 and Vice  President,  Treasurer,  Secretary  and
Corporate  Counsel of Morgan since March,  2001. He served as Vice  President of
Morgan and its  predecessors  from 1988 to 1996.  Mr.  Borghesani  has also been
Counsel to Baker & Daniels,  a private law firm,  since 1996. From 1980 to 1983,
Mr.  Borghesani  was  in  private  practice  as  an  attorney   specializing  in
transportation law and related matters. From 1968 to 1980, Mr. Borghesani served
in various management capacities for Morgan Drive Away.

     Dennis R. Duerksen (age 60) served as Treasurer,  Vice  President and Chief
Financial  Officer of Morgan and  Treasurer,  Senior  Vice  President  and Chief
Financial  Officer of Morgan  Drive Away from  December,  1997 until May,  2001.
Prior to joining  Morgan,  Mr.  Duerksen  was Manager --  Financial  Systems and
Reporting of CTS  Corporation,  a manufacturer  of electronic  components,  from
February  1996 to  October  1997.  He  served  as  Financial  Controller  of CTS
Corporation's  subsidiary,  CTS  Singapore  PTE,  Ltd.,  from  August,  1994  to
February, 1996.

     Gary J. Klusman (age 41) was named Vice President Finance,  Secretary and a
Director of Morgan  Drive Away in March,  2001.  Prior to joining  Morgan  Drive
Away, Mr. Klusman was Vice  President  Operations of DriverNet,  Inc., a company
specializing   in  technology   solutions  for  the  trucking   industry,   from
January,2000  to  December,  2000.  He served as President  and Chief  Executive
Officer of OTR Express,  Inc., a truckload carrier logistics company,  from 1998
to 1999, after having previously served as Executive Vice President from 1995 to
1998 and as Vice President and Chief Financial Officer from 1991 to 1995.

             Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
that our officers and directors and persons who own more than 10% of our Class A
Common  Stock file  reports of  ownership  and  changes  in  ownership  with the
Securities and Exchange Commission (the "SEC"). Officers,  directors and greater
than 10%  stockholders  are required by SEC regulation to furnish us with copies
of all Section 16(a) forms that they file.

     Based  solely on its  review of the copies of such  forms  received  by it,
and/or written  representations  from certain  reporting persons that no Forms 5
were  required for those  persons,  we believe that during the fiscal year ended
December 31, 2000, all filing requirements applicable to its officers, directors
and greater than 10% stockholders  with respect to Section 16(a) of the 1934 Act
were  complied  with  except that  Charles C. Baum filed a Form 5 reporting  the
acquisition of 2000 shares of Class A Common Stock one month late.

Item 11.  EXECUTIVE COMPENSATION

Employment Agreements.

     Mr. Castor. Mr. Castor entered into a written employment  agreement with us
effective January,  2000 which was approved by the Board of Directors.  Pursuant
to the  agreement,  Mr.  Castor's  annual  base salary is  $250,000,  subject to
increases to reflect  inflation and performance as reasonably  determined by the
Board of  Directors.  In addition,  Mr.  Castor is eligible to receive an annual
bonus of 50% of his base salary if we meet the  corporate  goals and  objectives
jointly  determined by Mr. Castor and the Board of Directors.  His minimum bonus
for 2000 was guaranteed to be at least $100,000. We also provide Mr. Castor with
split-dollar  life  insurance,  a social  club  membership  allowance  and a car
allowance.  Mr. Castor's employment agreement contains a covenant not to compete
with us upon his termination for a period of 18 months.

     Under his employment agreement, Mr. Castor is entitled to certain severance
payments.  In the event  that Mr.  Castor is  terminated  without  cause,  he is
entitled to a payment of (a) one times his base salary plus bonus if  terminated
in the first  year,  (b) one and a half  times  his base  salary  plus  bonus if
terminated  in the second  year,  or (c) two times his base  salary and bonus if
terminated after two years. In addition,  Mr. Castor may continue to participate
in medical and other insurance plans and the split- dollar life insurance policy
for a period of up to two years after  termination.  In the event of termination
due to a change of control,  Mr.  Castor will  receive,  instead of the payments
described  above,  a payment  equal to the  greater of two times his base salary
plus 50% of such  base  salary  or his base  salary  plus  bonus  for the  prior
calendar year.

     Mr.  Borghesani.  Mr.  Borghesani  and  Morgan  Drive Away  entered  into a
consulting  agreement  effective  April  1,  1996.  Under  such  agreement,  Mr.
Borghesani  will  remain  available  to  Morgan  Drive  Away on a  substantially
continuous  basis (though less than full time) for base  compensation of $98,000
per year in 1998,  $100,000  per year in 1999,  plus an hourly  rate of $100 per
hour for hours in excess of his annual hourly commitment.  Mr. Borghesani's base
salary under such  agreement  was  increased  to $108,400 in 1999,  for the year
2000. If his  employment is terminated  other than for just cause (as defined in
the employment  agreement) he is entitled to a three-month  severance benefit of
$8,333 per month.  During  such  period,  Mr.  Borghesani  remains  eligible  to
participate  in benefit  plans and  programs  available  to Morgan  Drive Away's
executive officers.

Remuneration of Named Executive Officers.

     The  following  table sets forth,  for each of the last three fiscal years,
information  with  respect  to the  Chief  Executive  Officer  and  each  of the
executive  officers  whose  aggregate  salary  and bonus  paid for  fiscal  2000
exceeded $100,000 (the "Named Executive Officers").

<TABLE>
<CAPTION>

                           Summary Compensation Table
                                                     Annual Compensation                  Long Term
                                                                          Other           Compensation
                                                                          Annual          Awards                    Other
Name and Principal Position      Year       Salary        Bonus       Compensation (1)    (options/warrants)        Compensation
--------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>        <C>            <C>         <C>                   <C>                     <C>      <C>
Anthony T. Castor, III           2000       $233,654       --              --                120,000                 $27,644  (2)
     President and               1999             --       --              --                   --                      --
     Chief Executive Officer     1998             --       --              --                   --                      --

Charles C. Baum                  2000       $ 68,875       --              --                   --
     Chairman                    1999       $123,500       --              --                   --                      --
                                 1998       $118,308       --              --                   --                      --

Dennis R. Duerksen               2000       $122,020       --           $13,646  (3)            --                      --
     Treasurer, Vice President   1999       $117,918       --              --                   --                      --
     and Chief Financial Officer 1998       $109,038       --              --                   --                      --

Paul D. Borghesani               2000       $108,400       --              --                   --                      --
     Vice President of           1999       $ 99,540       --           $15,255  (4)            --                      --
     Morgan Drive Away           1998       $ 98,000       --              --                   --
</TABLE>
---------------
(1)  Pursuant to applicable regulations,  the value of Other Annual Compensation
     is not reflected unless the aggregate amount of such  compensation  exceeds
     10% of the annual salary and bonus paid to the executive officer.

(2)  Represents  the full value of the premiums  paid during the fiscal year for
     split-dollar life insurance.

(3)  Includes automobile  allowance ($4,636) and payment of premiums for health,
     life, disability and excess life insurance ($6,063).

(4)  Includes payment of premiums for health,  life,  disability and excess life
     insurance ($11,843).


<PAGE>

              Stock Options Granted in Year Ended December 31, 2000

     The  following  table sets  forth  information  related to options  granted
during the year ended December 31, 2000 to each of the Named Executive  Officers
to whom options have been granted.
<TABLE>
<CAPTION>

                                                              Individual Grants
--------------------------------------------------------------------------------------------------
                                           % of Total
                                            Options                                          Potential Realizable Value
                          Securities       Granted to                                           as Assume Annual Rates
                          Underlying      Employees in      Exercise or                      of Stock Price Appreciation
                            Options           Year          Base Price     Expiration               For Option Term
         Name             Granted (#)         2000            ($/Sh)          Date           5%($)(1)           10%($)(1)
-----------------------------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>              <C>           <C>  <C>         <C>                <C>
Anthony T. Castor, III     40,000            33.3%            $5.625        1/11/10          $ 141,500          $358,600
Anthony T. Castor, III     40,000            33.3%            $7.625        1/11/10          $  61,500          $278,600
Anthony T. Castor, III     40,000            33.3%            $9.625        1/11/10          $    -0-           $198,600
</TABLE>

(1)  These  gains  are  based  upon  assumed  rates  of  annual  compound  stock
     appreciation  of 5% and 10% from the date the options were granted over the
     full  option  term.  The  amounts   represent   certain  assumed  rates  of
     appreciation  only. Actual gains, if any, on option exercises are dependent
     upon  the  future  performance  of the  shares  and  overall  stock  market
     conditions.  There can be no assurance  that the amounts  reflected in this
     table will be achieved.

     The  following  table  includes  the  number  of  shares  covered  by  both
exercisable  and  unexercisable  stock  options  or  warrants  held by the named
executive  officers as of December  31, 2000.  Also  reported are the values for
"in-the-money"  options (options whose exercise prices are lower than the market
value of the shares at fiscal year end) which  represent the spread  between the
exercise price of any such existing stock options and the fiscal year-end market
price of such stock.

<TABLE>
<CAPTION>

                                                                       Number of
Value of
                            Shares                                 Unexercised Options           In-the-Money Options
                            Acquired On        Value               at Fiscal Year End                at Fiscal Year End(1)
Name                        Exercise (#)     Realized ($)    Exercisable     Unexercisable       Exercisable Unexercisable
----------------------------------------------------------------------------------------------------------------------------

<S>                             <C>            <C>            <C>              <C>                <C>   <C>       <C>   <C>
Anthony T. Castor III          -0-             $0.0           40,000           80,000             $0.0  (2)       $0.0  (2)
Charles C. Baum                -0-             $0.0           25,000               -0-            $0.0  (2)       $0.0  (2)
Dennis R. Duerksen             -0-             $0.0            3,750            1,250             $0.0  (2)       $0.0  (2)
Paul D. Borghesani             -0-             $0.0           10,000               -0-            $0.0  (2)       $0.0  (2)
</TABLE>

(1)  Based on  market  value of the  Class A Common  Stock of $4.25 per share at
     December 31, 2000.

(2)  Since the fair market value of the shares  subject to the options was below
     the exercise price of the options at fiscal year end, such options were not
     "in-the-money."

Benefit Plans

     401(k) Plan.  All of our employees and  employees of our  subsidiaries  are
eligible to participate in the Morgan Group, Inc. Deferred  Compensation  401(k)
Plan  (the  "401(k)  Plan")  after  having  satisfied  eligibility  requirements
including age, employment term, and hours of service, as specified in the 401(k)
Plan.

     The 401(k) Plan  permits  employees  to make  contributions  by deferring a
portion  of  their   compensation.   Participating   employees   also  share  in
contributions   made  by  their  respective   employers.   The  annual  employer
contribution to each participant's  account is equal to 25% of the first $800 of
the participant's contribution, provided the employer has net income or retained
earnings.  We have  discretion  to,  and may  consider,  increasing  the  annual
matching  contribution in the future. A participant's  interest in both employee
and employer matching contributions and earnings thereon are fully vested at all
times.  We also have  discretion  to make  profit-sharing  contributions  to the
401(k) Plan which would vest over six years.

     Employee and employer  contributions  may be invested in our Class A Common
Stock or in one or more guaranteed income or equity funds or insurance contracts
offered  under the Plan from time to time.  Except in certain cases of financial
hardship, a participant (or his or her beneficiary) receives  distributions from
the 401(k) Plan only at retirement,  termination of employment,  total permanent
disability, death, or termination of the 401(k) Plan. At that time, the value of
the participant's  interest in the 401(k) Plan is distributed to the participant
(or his or her beneficiary). We offer no other post-termination benefit plans.

     Health, Life and Disability  Insurance.  We pay annual premiums for health,
life and disability insurance for executive officers.

                           Compensation of Directors

     Directors receive $1,000 per year for serving on the Board of Directors and
$1,000 for each Board of Directors meeting attended.  In addition,  the Chairman
of each of the  Compensation,  Audit and Nominating  Committees  receives $5,000
annually.  Other  committee  members  receive  $500 for each  committee  meeting
attended. Our Chairman,  Mr. Baum, does not receive any additional  compensation
for serving as a director.

     The Stock Plan contains a formula  providing for the grant of non-qualified
options to each non-employee  director.  Non-employee directors first elected to
the Board of  Directors  after the 1997 annual  meeting of  stockholders  may be
granted  options to  purchase up to 8,000  shares of Class A Common  Stock at an
exercise  price of not less than 80% of the fair market  value of Class A Common
Stock on the date of  grant,  if and to the  extent  determined  by the Board of
Directors.  All options presently granted have terms of 10 years and one day and
are exercisable 6 months after grant.


Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership  of the Class A Common  Stock and Class B Common Stock as of March 31,
2001, by each person whom we know to own beneficially  5.0% or more of the Class
A Common Stock or the Class B Common  Stock.  Unless  otherwise  indicated,  the
named beneficial owner has sole voting and dispositive power with respect to the
shares reported.

<TABLE>
<CAPTION>

                                      Number of Shares                                 Number of Shares
       Name and Address of            of Class A Common Stock        Percent of        of Class B Common Stock     Percent of
       Beneficial Owner               Beneficially Owned             Class (1)         Beneficially Owned          Class
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                              <C>                <C>                      <C>
Lynch Interactive Corporation         161,100  (2)                     12.9%              1,200,000  (2)           100.0%
401 Theodore Fremd Avenue
Rye, New York 10580-1430

Charles C. Baum (3)                   195,470  (4)                     15.4%                  --                      --
2545 Wilkens Avenue
Baltimore, Maryland  21223

United Holdings Co., Inc. (3)         118,518                           9.5%                  --                      --
2545 Wilkens Avenue
Baltimore, Maryland  21223

John L. Keeley, Jr.                   107,450  (5)                      8.6%                  --
401 South LaSalle Street
Suite 1201
Chicago, Illinois  60605
</TABLE>
-----------------

(1)  Based upon 1,248,157 shares of Class A Common Stock outstanding as of March
     31, 2001.

(2)  Lynch Interactive Corporation, a Delaware corporation ("Lynch Interactive")
     through its wholly owned subsidiary, Brighton Communications Corporation, a
     Delaware  corporation  ("Brighton"),  owns all 1,200,000  shares of Class B
     Common  Stock and 161,100  shares of Class A Common  Stock.  Class B Common
     Stock is  automatically  converted into Class A Common Stock upon transfer,
     with certain limited  exceptions,  on a share-for-share  basis. The Class B
     Common Stock is convertible at all times,  at the option of the stockholder
     and  without  cost to the  stockholder,  into  Class A  Common  Stock  on a
     share-for-share  basis. Upon conversion,  such shares would represent 49.0%
     of the then  outstanding  shares of Class A Common Stock.  The  outstanding
     Class A Common  Stock and Class B Common  Stock  held by Lynch  Interactive
     through  Brighton  represents  70.2% of the aggregate  voting power of both
     classes of Common Stock. Lynch Interactive,  through Brighton,  has pledged
     all 1,200,000 shares of Class B Common Stock to a bank ("Bank") as security
     for  borrowings.  In the unlikely event of a default by Brighton,  the Bank
     could acquire ownership of the shares of Class B Common Stock,  which would
     automatically  convert to 1,200,000 shares of Class A Common Stock. In that
     event, Lynch Interactive may no longer hold voting control of us. Mr. Mario
     J.  Gabelli is the  Chairman  of the Board and Chief  Executive  Officer of
     Lynch  Interactive.  Mr. Gabelli may be deemed to be a beneficial  owner of
     the  161,100  shares of Class A Common  Stock and all of the Class B Common
     Stock  owned by Lynch  Interactive  through  Brighton  (shown  in the above
     table)  by  virtue  of  his  and  certain  affiliated  parties'  beneficial
     ownership of 23.1% of the shares of Common Stock of Lynch Interactive.  Mr.
     Gabelli, however, specifically disclaims beneficial ownership of all shares
     of the  Class A  Common  Stock  and  Class B  Common  Stock  held by  Lynch
     Interactive through Brighton. (3) Mr. Baum is a director, executive officer
     and minority  shareholder of United Holdings Co., Inc. ("United Holdings").
     (4) Includes  154,647 shares owned by Charles C. Baum, 8,000 shares held of
     record by Mr. Baum's children,  4,323 shares held in our 401(k) Plan, 3,500
     shares held of record by the Baum  Foundation,  and unexercised  options to
     acquire 25,000 shares. An additional 118,518 shares of Class A Common Stock
     (not included in Mr. Baum's holdings) are held by United Holdings Co., Inc.
     of  which  Mr.  Baum  is  a  director,   executive   officer  and  minority
     shareholder.  (5) Includes (a) 21,550 shares  beneficially owned by John L.
     Keeley, Jr.,  individually,  (b) 53,250 shares beneficially owned by Keeley
     Asset  Management  Corp.,  (c)  9,500  shares  beneficially  owned by Kamco
     Performance  Limited  Partnership,  (d) 11,000 shares beneficially owned by
     Kamco Limited Partnership No. 1, (e) 2,200 shares beneficially owned by the
     John L. Keeley, Jr. Foundation,  and (f) 9,950 shares beneficially owned by
     Keeley  Investment  Corp. This information is as of the latest Schedule 13D
     filed by Mr. Keeley.

     The following table sets forth certain  information  regarding each nominee
for election as a director including the number and percent of shares of Class A
Common Stock beneficially owned by such persons as of March 31, 2001. No nominee
for director is related to any other  nominee for director or executive  officer
by blood, marriage, or adoption, and there are no arrangements or understandings
between  any  nominee and any other  person  pursuant to which such  nominee was
selected. The table also sets forth the number of shares of Class A Common Stock
beneficially  owned as of March 31,  2001 by each  executive  officer and by all
directors and executive officers as a group.


<PAGE>
<TABLE>
<CAPTION>

                                                     Director of        Class A
                                                     Morgan             Common Stock (1)      Percentage
Name and Title                                       Since              Beneficially Owned     of Class
----------------------------------------------------------------------------------------------------------
Director Nominees:
For Election By Holders of
Class A and Class B Common Stock:
<S>                                                    <C>                 <C>                  <C>
Charles C. Baum                                        1992                195,470  (2)         15.4%
   Chairman of the Board
Richard B. Black                                       1993                  8,000  (3)           *
   Director
Anthony T. Castor III                                  2000                  60,000  (4)          *
   Director, President and
   Chief Executive Officer
Richard L. Haydon                                      1999                   8,000  (3)          *
   Director
For Election By Holders
of Class A Common Stock:
Robert S. Prather, Jr.                                 1997                   8,000  (3)          *
   Director
Other Executive Officers:
Michael J. Archual                                                           13,333  (5)          *
   President of Morgan Drive Away, Inc.
Paul D. Borghesani                                                           11,460  (6)          *
   Vice President, Treasurer, Secretary and
   General Counsel
Dennis R. Duerksen                                                            3,753  (7)          *
   Chief Financial Officer
   and Treasurer
Gary J. Klusman                                                                 -0-
   Vice President Finance of
   Morgan Drive Away, Inc.
All directors and executive officers
   as a group (9 persons)                                                   308,016  (8)        22.3%
</TABLE>
--------------
* Indicates less than 1% of Common Stock beneficially owned.

(1)  Based upon  information  furnished by the  respective  directors,  director
     nominees and executive officers.  Under applicable regulations,  shares are
     deemed to be  beneficially  owned by a person if he directly or  indirectly
     has or shares  the power to vote or dispose of the shares and if he has the
     right to  acquire  such  power  with  respect  to  shares  within  60 days.
     Accordingly,  shares  subject to options are only  included if  exercisable
     within  60 days.  Includes  shares  beneficially  owned by  members  of the
     immediate families of the directors or executive officers residing in their
     homes.

(2)  Includes  154,647  shares  owned by Charles C. Baum,  8,000  shares held of
     record by Mr. Baum's children,  4,323 shares held in our 401(k) Plan, 3,500
     shares held of record by the Baum  Foundation,  and  currently  exercisable
     options to acquire 25,000 shares.  An additional  118,518 shares of Class A
     Common Stock are held by United  Holdings  Co., Inc. of which Mr. Baum is a
     director,   executive  officer  and  minority   shareholder.   See  "Voting
     Securities and Principal Holders Thereof" above.

(3)  Includes currently exercisable options to acquire 8,000 shares.

(4)  Includes currently exercisable options to acquire 60,000 shares.

(5)  Includes currently exercisable options to acquire 13,333 shares.


(6)  Includes currently exercisable options to acquire 10,000 shares, 500 shares
     owned and 960 shares under Morgan's 401(k) Plan.

(7)  Includes currently exercisable options to acquire 3,750 shares and 3 shares
     under Morgan's 401(k) Plan.

(8)  Includes currently exercisable options to acquire 136,083 shares.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We were formed by Lynch Corporation ("Lynch") in 1988 to acquire the shares
of Morgan  Drive Away.  Lynch is a  diversified  company  listed on the American
Stock Exchange.

     On September 1, 1999, Lynch transferred all of its shares of us to Brighton
Communications Corporation, a Delaware corporation ("Brighton"),  a wholly-owned
subsidiary of Lynch Interactive  Corporation  ("Lynch  Interactive").  Effective
September 1, 1999, all of the stock of Lynch  Interactive was transferred to the
shareholders  of Lynch.  As a result  of these  transactions  Lynch  Interactive
currently  owns all 1,200,000  shares of Class B Common Stock and 155,900 shares
of Class A Common Stock through its subsidiary Brighton.  These shares represent
70.2% of our aggregate voting control.  By virtue of its relationship with Lynch
Interactive,  we receive  certain  benefits and services from Lynch  Interactive
such as directors and officers insurance,  placement, strategic consultation and
financial and accounting  services from time to time. The Board of Directors has
approved  a  services   agreement   providing  for  the  payment  of  reasonable
compensation to Lynch Interactive for these benefits and services. Such payments
in 2000 were $118,000.


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on behalf of the undersigned, thereto duly authorized.

                                         THE MORGAN GROUP, INC.

Date:    April 27, 2001                  By: /s/ Anthony T. Castor III
                                            --------------------------
                                            Anthony T. Castor III
                                            President & Chief Executive Officer