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, 1998

                             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, without par value

           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, 1999 was  $7,392,000.  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, 1999, was 1,249,207  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 and director nominee,  along with
that of certain other officers, is set forth below.

     Mr. Baum (age 57) was appointed Chairman and Chief Executive Officer of the
Company in 1992. 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
Asset  Management,  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).

     Mr. Bell (age 46) became a director  of the Company in 1993.  He has served
as the Vice President,  Chief  Financial  Officer and Treasurer of Rohm and Haas
Company,  a chemical company,  since 1997. Mr. Bell served as the Vice President
and Treasurer of Whirlpool  Corporation,  a  manufacturer  and marketer of major
appliances, from 1987 to 1997.

     Mr. Black (age 65) joined the  Company's  Board of  Directors in 1993.  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
position  systems,   testing  equipment,   and  medical  imaging  systems,   Oak
Technology, Inc. and Gabelli Asset Management, Inc.

     Mr.  Grzelecki  (age 61) was  appointed  to the Board of  Directors  of the
Company in 1997.  Mr.  Grzelecki  retired as Vice Chairman of Handy & Harman,  a
diversified  industrial  manufacturing company in 1998, a position he held since
1997. He served as President and Chief Operating  Officer of Handy & Harman from
1992 until 1997.  Mr.  Grzelecki is a director of Chartwell Re Corp.,  Spinnaker
Industries Inc. and Barnes Group Inc.

     Mr. Prather (age 54 ) has been a director of the Company 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.

     Mr. Charleston (age 52) became President and Chief Executive Officer of the
Company's primary operating  subsidiary,  Morgan Drive Away, Inc. ("Morgan Drive
Away") in July, 1998. He has been with Morgan Drive Away for the past five years
serving as President of the Manufactured  Housing Group of Morgan Drive Away and
Senior Vice President prior to that.

     Mr.  Borghesani  (age 60) has been Vice  President  and Special  Counsel of
Morgan Drive Away since 1996. He served as Vice President of the Company 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.

     Mr.  Duerksen  (age 58) was  named  Treasurer,  Vice  President  and  Chief
Financial Officer of the Company and Treasurer,  Senior Vice President and Chief
Financial  Officer of Morgan Drive Away in December,  1997. Prior to joining the
Company,  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,  and was a
self-employed  financial  consultant  from  February  1994 to August  1994.  Mr.
Duerksen was Manager - Corporate  Accounting and  Accounting  Services for J & L
Specialty Steel from January, 1993 to February, 1994.

                   FILINGS UNDER SECTION 16(a) OF THE 1934 ACT

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
that the  Company's  officers and directors and persons who own more than 10% of
the  Company's  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 the Company 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,  the Company  believes that during the fiscal
year  ended  December  31,  1998,  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 (a) Mr. Charleston filed a
Form 3 late, (b) Mr. Charleston filed a Form 5 late reporting his acquisition of
15,000 options and (c) Mr. Prather filed a Form 5 late reporting his acquisition
of 8,000 options.


Item 11.  EXECUTIVE COMPENSATION

Management Remuneration

     Report of the Compensation Committee

      The  objectives of the  Compensation  Committee  with respect to executive
compensation are the following:

     (1) provide  compensation  opportunities  generally  competitive with those
         offered by other similarly  situated  companies to ensure the Company's
         ability to attract and retain talented  executives who are essential to
         the Company's long-term success;

     (2) reward   executive   officers  based  upon  their  ability  to  achieve
         short-term and long-term  strategic goals and objectives and to enhance
         stockholder value; and

     (3) align  the  interests  of the  executive  officers  with the  long-term
         interests of  stockholders  by granting stock options which will become
         more valuable to the  executives  as the value of the Company's  shares
         increases.

     At present,  the  Company's  executive  compensation  program is  comprised
principally of base salary and long-term incentive opportunities provided in the
form of stock  options.  Stock  options  have a  direct  relation  to  long-term
enhancement of stockholder  value.  In years in which the Company's  performance
goals are met or exceeded,  executive compensation should tend to be higher than
in years in which performance is below expectations.

     Mr. Baum. Mr. Baum does not have an employment  agreement with the Company.
His  annual  salary  beginning  in 1998 was  $123,500.  Mr.  Baum's  salary  was
determined by the  Compensation  Committee  after  negotiation  with Mr. Baum in
consideration  of Mr.  Baum's  knowledge  and  experience  and the level of time
(though less than full time) Mr. Baum expends giving  attention to the Company's
affairs.

     Mr. Charleston.  Mr. Charleston does not have an employment  agreement with
the  Company.  His annual  base salary  beginning  in 1998 is  $155,000.  He was
granted options to purchase 15,000 shares in September,  1998, in recognition of
his appointment as President and Chief Executive Officer of Morgan Drive Away.

     Mr.  Duerksen does not have an employment  agreement with the Company.  His
annual base salary beginning in 1998 is $115,000.

     Mr.  Borghesani.  Mr.  Borghesani  and  Morgan  Drive Away  entered  into a
consulting  agreement  effective April 1, 1996, which replaced Mr.  Borghesani's
former employment  agreement.  Under such agreement,  Mr. Borghesani will remain
available to the Company on a substantially  continuous  basis (though less than
full time) for basic  compensation  of $98,000 per year.  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.

     Mr.  Russell.  Mr. Russell  resigned from Morgan Drive Away in July,  1998.
During  his  employment,  the basic  terms of Mr.  Russell's  compensation  were
provided for in an employment  agreement with Morgan Drive Away. Under the terms
of the  agreement,  Mr.  Russell  received a base salary of $240,000  subject to
review by the  Compensation  Committee.  Prior to his  termination  Mr.  Russell
participated in other benefits made available to management. Also, in connection
with Mr.  Russell's  initial  engagement,  Morgan  Drive Away  adopted a Special
Employee Stock Purchase Plan under which Mr. Russell  purchased 70,000 shares of
Class A Common Stock at an aggregate price of $560,000. Mr. Russell paid $56,000
for the shares and delivered a promissory  note in the amount of $504,000.  Upon
Mr. Russell's  termination,  the Company  purchased his 70,000 shares of Class A
Common Stock at the then market price of  $637,000.  As part of the  settlement,
Mr. Russell paid off the promissory note.

     Mr. Russell  received  continuance of his salary and other benefits through
August 14, 1998,  and received  $6,875 for  consulting  services  rendered  from
August 15, 1998 through  February 15, 1999. Mr. Russell paid the Company $12,600
interest on his promissory note for 1998.

     The base salary of Mr. Baum was approved by the Compensation Committee. The
base salaries of the other executive  officers are based on the  recommendations
of Mr. Baum, taking into account personal performance and experience.

     Stock Options.  The Morgan Group, Inc.  Incentive Stock Plan ("Stock Plan")
is the Company's  principal  long-term  incentive plan for directors,  executive
officers and other key employees.  The objectives of the Stock Plan are to align
executive and  stockholder  long-term  interests by creating a strong and direct
link  between  executive  compensation  and  stockholder  return,  and to enable
executive officers and other key employees to develop and maintain a significant
long-term  ownership  position in the Company's Class A Common Stock.  The Stock
Plan authorizes the Compensation Committee to award executive officers and other
key employees stock options,  shares of restricted stock or certain cash awards.
See "-- Incentive Stock Plan" below.

     The Stock Plan was  approved  by the  stockholders  of the  Company in June
1993. A total of 200,000  shares have been reserved for issuance under the Plan,
of which  options for 170,375  shares were  outstanding  at December  31,  1998.
Options for 62,500 shares of Class A Common Stock have been granted to the named
executive  officers as follows:  25,000 to Mr. Baum,  22,500 to Mr.  Charleston,
10,000 to Mr.  Borghesani  and 5,000 to Mr.  Duerksen.  Mr.  Baum  already had a
significant  equity  interest in the Company in addition to these option grants.
Such  grants were deemed  appropriate  to reward Mr. Baum for past  performance,
especially for  successful  completion of the initial  public  offering,  and to
enhance his equity incentive.  Mr. Baum's options are nonqualified stock options
with an  exercise  price of $8.75 per share  and are  fully  exercisable.  Stock
options are generally  granted with  exercise  prices at the  prevailing  market
price and will only have a value to the executives if the stock price increases.
Additional  options  for 54,500  shares  have been  granted  to other  executive
officers.

     The  Compensation  Committee  believes  that the option  plan helps to link
executive  compensation to corporate  performance.  This should result in better
alignment  of  compensation  with  corporate  goals  and  the  interests  of the
Company's stockholders.  As performance goals are met or exceeded, most probably
resulting in  increased  value to  stockholders,  executives  are  appropriately
rewarded.  The Compensation  Committee believes that compensation  levels during
fiscal 1998 for executive officers adequately reflect the Company's compensation
goals and policies.

                                  Compensation
                                Committee Members
                                -----------------
                           Richard B. Black, Chairman
                                 Bradley J. Bell

     Remuneration of Named Executive  Officers.  The following table sets forth,
for each of the Company's last three fiscal years,  information  with respect to
the Chief  Executive  Officer and each of the executive  officers of the Company
whose  aggregate  salary and bonus paid for fiscal 1998  exceeded  $100,000  and
includes  information  with respect to Terence L. Russell,  former President and
Chief Executive Officer of Morgan Drive Away, who resigned in July, 1998.
<TABLE>
<CAPTION>


                           Summary Compensation Table
                                                                            Long Term
                                                                          Compensation
                                                Annual Compensation          Awards
Name and Principal Position         Year      Salary          Bonus    (options/warrants)      All Other Compensation (1)
-------------------------------------------------------------------     ----------------       --------------------------
<S>                                 <C>       <C>             <C>            <C>                    <C>  
Charles C. Baum                     1998      118,308            ---            ---                 1,417
     Chairman and                   1997      113,500            ---            ---                 2,413
     Chief Executive Officer        1996      113,500            ---            ---                 2,189
Edward Charleston                   1998      146,058            ---            ---                 6,748
     President and Chief Executive  1997      144,896            ---            ---                 4,738
     Officer of Morgan Drive Away   1996      121,996         12,000            ---                 4,738
Dennis Duerksen                     1998      109,038            ---            ---                 4,101
     Treasurer, Vice President      1997       18,981 (2)        ---          5,000                 1,375
     and Chief Financial Officer    1996          ---            ---            ---                   ---
Paul D. Borghesani                  1998       98,000            ---            ---                 6,799
     Vice President of              1997       99,731            ---            ---                 6,410
     Morgan Drive Away              1996      100,000            ---            ---                 9,927
Terence L. Russell                  1998      156,993            ---            ---                 2,815
     Former President and Chief     1997      240,000            ---            ---                28,886
     Executive Officer of           1996      230,769         25,200         11,000                 1,152
     Morgan Drive Away              
---------------                   
</TABLE>

(1)  Amounts  shown  for Mr.  Baum  and Mr.  Borghesani  include  $200  matching
     contributions  under  the  Company's  401(k)  Plan.  Amounts  shown for Mr.
     Charleston,  Mr.  Duerksen,  Mr.  Borghesani  and Mr.  Russell  include  an
     automobile  allowance.  Remaining amounts shown for all executive  officers
     are for annual premiums paid by the Company for health, life and disability
     insurance.

(2)  Mr. Duerksen joined the Company in December of 1997.

     Incentive Stock Plan

     The purpose of the Stock Plan is to provide to certain directors,  officers
(including  officers  who are members of the Board of  Directors)  and other key
employees of the Company who are  materially  responsible  for the management or
operations of the Company and have provided  valuable  services to the Company a
favorable  opportunity  to acquire Class A Common Stock of the Company,  thereby
providing  them  with an  increased  incentive  to work for the  success  of the
Company and better enabling the Company to attract and retain capable  directors
and executive  personnel.  Options to purchase 15,000 shares were granted to Mr.
Charleston in September  1998, in  recognition of his promotion to President and
Chief  Executive  Officer of Morgan Drive Away. No other options were granted to
named executive officers in 1998.
<TABLE>
<CAPTION>


                              Outstanding Stock Option Grants and Value Realized as of December 31, 1998

                                             Individual Grants
                                        % of Total                                     Potential Realizable Value
                                          Options                                        at Assumed Annual Rates
                          Securities    Granted to                                           of Stock Price
                          Underlying   Employees in   Exercise or                             Appreciation
                            Options        Year       Base Price        Expiration           for Option Term
     Name                 Granted (#)      1998            ($Sh)           Date           5%($)(1)      10%($)(1)
     ----                 -----------      ----            -----           ----           --------      ---------
<S>                        <C>             <C>            <C>             <C>              <C>         <C>     
Charles C. Baum              ---           ---             ---             ---               ---          ---
Edward Charleston          15,000          100%           $7.00           9-17-08          $66,034     $167,343
Dennis Duerksen              ---           ---             ---             ---               ---          ---
Paul D. Borghesani           ---           ---             ---             ---               ---          ---
Terence L. Russell           ---           ---             ---             ---               ---          ---
</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. These 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
         on 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, 1998.  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>  
Charles C. Baum                 ---         ---            25,000          ---             $   0  (2)  $       0  (2)
Edward Charleston               ---         ---             7,500       15,000             $   0  (2)     $5,825
Paul D. Borghesani              ---         ---            10,000          ---             $   0  (2)  $       0  (2)
Dennis Duerksen                 ---         ---             1,250        3,750             $   0  (2)  $       0  (2)
</TABLE>

(1)  Based on market  value of the Class A Common  Stock of $7.375  per share at
     December 31, 1998.

(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."

     Defined Benefit Plans

     401(k)  Plan.  The  Company  adopted  The  Morgan  Group,   Inc.   Deferred
Compensation  401(k)  Plan (the  "401(k)  Plan")  effective  June 1,  1993.  All
employees of the Company and its subsidiaries are eligible to participate in the
401(k) Plan after  having  satisfied  eligibility  requirements  including  age,
employment term and hours of service, as specified in the 401(k) Plan. Employees
began participating in the 401(k) Plan in January, 1994.

     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. The Company has 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. The Company also has 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 the Company's 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).  The Company
offers no other post-termination benefit plans.

     Other Benefits

     The Company pays annual premiums for health, life and disability  insurance
for executive officers.


     Compensation of Directors

     Directors of the Company who are  salaried  employees of the Company do not
receive  any  additional  compensation  for serving as  directors.  Non-employee
directors  of the  Company  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 Chairmen of the Compensation,  Audit and Nominating  Committees each receive
$5,000 annually.

     The Stock Plan contains a formula  providing for the grant of non-qualified
options to each  non-employee  director.  Under this  formula,  Mr. Bell and Mr.
Black were each granted  options for 4,000 shares  effective July 29, 1993 at an
exercise price equal to the initial public offering price of $9.00 per share and
they were also each granted options for 4,000 shares,  effective May 4, 1994, at
an exercise  price equal to $6.80 per share upon their  re-election to the Board
of Directors  at the 1994 annual  meeting of  stockholders.  Mr.  Grzelecki  was
granted an option for 8,000 shares at an exercise  price of $6.20 per share upon
his election to the Board of Directors in January 1997.  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.  To date,  options for 49,000
shares  have been  granted to  non-employee  directors  as a group  under  these
provisions.

     Performance Graph

     The graph shows the performance of the Company's Class A Common Stock since
December 31, 1993,  in comparison to the American  Stock  Exchange  Market Value
Index and a customer selected peer group.(1) The Class A Common Stock was listed
on The American Stock Exchange effective February 9, 1995.

                                [graph omitted]

<TABLE>
<CAPTION>
                                   12/31/93  12/30/94   12/29/95   12/31/96   12/31/97   12/31/98
                                   --------  --------   --------   --------   --------   --------
<S>                                 <C>        <C>       <C>         <C>       <C>         <C>  
Morgan Group A                      100.00     92.90     110.23      99.44     124.07      99.58
Customer Selected Stock List        100.00     83.27     113.83     104.58     144.27     143.58
AMEX Market Index                   100.00     88.33     113.86     120.15     144.57     142.61
</TABLE>

(1)      The  peer  group  is  composed  of  Clayton  Homes,   Inc.,   Fleetwood
         Enterprises,  Inc., JB Hunt  Transport  Services,  Inc.,  Kevco,  Inc.,
         Landstar   System,   Inc.,   Patrick   Industries,   Inc.  and  Skyline
         Corporation.  The Company  arranges for  delivery for the  manufactured
         housing,  commercial  and  recreational  vehicle  industries as well as
         provides financial and insurance services.  Accordingly, the peer group
         includes  manufactured housing and recreational  vehicle  manufacturers
         and companies who arrange for delivery  services and provide  financial
         and insurance services.


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 26,
1999, by each person who is known by the Company to own  beneficially 5% 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(1)       Class (1)         Beneficially Owned           Class
----------------------------------------------------------------------------------------------------------------
<S>                                  <C>                       <C>               <C>                       <C>    
Charles C. Baum (2)                  187,861 (3)               14.7 %                 --                     --
2545 Wilkens Avenue
Baltimore, Maryland  21223
Lynch Corporation (4)                155,900 (5)               12.5 %(5)         1,200,000(5)              100%(5)
401 Theodore Fremd Avenue
Rye, New York 10580-1430
United Holdings Co., Inc. (2)        118,518                    9.5 %                 --                     --
2545 Wilkens Avenue
Baltimore, Maryland  21223
John L. Keeley, Jr.                   95,550 (6)                7.6 %                 --                     --
401 South LaSalle Street
Suite 1201
Chicago, Illinois  60605
-----------------
</TABLE>

(1)  Based upon 1,249,207 shares of Class A Common Stock outstanding, which does
     not include stock options held by management and non-employee directors for
     170,375 shares of Class A Common Stock, of which options for 123,625 shares
     have become exercisable.

(2)  Mr.  Baum is a director,  executive  officer and  minority  shareholder  of
     United Holdings Co., Inc. ("United Holdings").

(3)  Includes 8,000 shares held of record by Mr. Baum's  children,  2,714 shares
     held in the  Company's  401(k)  Plan,  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.

(4)  The Lynch Corporation ("Lynch") announced that it would transfer its equity
     interest  in  the  Company,  along  with  Lynch's  multimedia  and  service
     businesses, to Lynch Interactive Corporation,  and distribute the shares of
     such entity to its  shareholders.  The proposed  spin-off  requires certain
     regulatory and other approvals. Lynch expects to obtain those approvals and
     effect the spin-off in mid-1999. No record or payment date has been set.

(5)  Lynch owns 1,200,000  shares of Class B Common Stock.  Class B Common Stock
     is  automatically  converted  into Class A Common Stock upon  transfer 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% of the then outstanding shares
     of Class A Common Stock.  The outstanding  Class A Common Stock and Class B
     Common Stock held by Lynch  represents  70.0% of the aggregate voting power
     of both  classes of Common  Stock of the  Company.  Lynch 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 Lynch,  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 may no longer hold voting control of the Company. Mr. Mario J.
     Gabelli is the Chairman of the Board and Chief Executive  Officer of Lynch.
     Mr.  Gabelli may be deemed to be a  beneficial  owner of 155,900  shares of
     Class A Common  Stock  and all of the Class B Common  Stock  owned by Lynch
     (shown in the above table) by virtue of his and certain affiliated parties'
     beneficial  ownership of 23.0% of the shares of Common Stock of Lynch.  Mr.
     Gabelli, however, specifically disclaims beneficial ownership of all shares
     of the Class A Common Stock and Class B Common Stock of the Company held by
     Lynch.

(6)  Includes (a) 49,600 shares held of record by Keeley Asset Management Corp.,
     (b) 9,500 shares held by Kamco Performance Limited Partnership,  (c) 11,000
     shares  held of record  by Kamco  Limited  Partnership  No. 1 and (d) 2,200
     shares held by the John L. Keeley, Jr. Foundation.


<PAGE>

     The following table sets forth certain  information  regarding each nominee
for election as a director at the next annual  meeting  including the number and
percent of shares of Class A Common Stock  beneficially owned by such persons as
of March 26, 1999.  No nominee for director is related to any other  nominee for
director or executive  officer of the Company 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 Company Class A Common Stock beneficially owned as
of March 26, 1999 by each executive  officer of the Company and by all directors
and executive officers of the Company as a group.

<TABLE>
<CAPTION>

                                                Director of             Class A
                                                  Company           Common Stock (1)            Percentage
Name and Title                                     Since           Beneficially Owned            of Class
--------------                                     -----           ------------------            --------
<S>                                                <C>                   <C>                       <C>  
Director Nominees:
For Election By Holders of
Class A and Class B Common Stock:
Charles C. Baum                                    1992                  187,861 (2)                 14.7%
   Chairman and
   Chief Executive Officer
Bradley J. Bell                                    1993                   10,000 (3)                     *
   Director
Richard B. Black                                   1993                    8,000 (3)                     *
   Director
Frank E. Grzelecki                                 1997                    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:
Edward Charleston                                                          7,900 (4)                     *
   President and Chief Executive Officer
   of Morgan Drive Away, Inc.
Dennis R. Duerksen                                                         1,250 (5)                     *
   Chief Financial Officer
   and Treasurer
Paul D. Borghesani                                                        11,088 (6)                     *
   Vice President
   of Morgan Drive Away, Inc.
Terence L. Russell                                                         5,506 (7)                     *
   Former Vice President of the Company
   and Former President and Chief Executive
   Officer of Morgan Drive Away, Inc.
All directors and executive officers
   as a group (9 persons)                                                247,605                     19.0%
--------------
footnotes on following page
</TABLE>

<PAGE>

*    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 director nominees or executive officers residing
     in their homes.

(2)  Includes 8,000 shares held of record by Mr. Baum's  children,  2,714 shares
     held in the Company's  401(k) Plan;  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 7,500 shares.

(5)  Includes currently exercisable options to acquire 1,250 shares.

(6)  Includes  currently  exercisable  options to acquire  10,000 shares and 588
     shares under the Company's 401(k) Plan.

(7)  Includes 3,006 shares held of record by Mr. Russell's spouse.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  Company  was formed by Lynch in 1988 to  acquire  the shares of Morgan
Drive Away. Lynch is a diversified company listed on the American Stock Exchange
with  subsidiaries in multimedia,  services and  manufacturing.  Lynch currently
owns all 1.2 million  shares of the Company's  outstanding  Class B Common Stock
and  155,900  shares  of  Class  A  Common  Stock,   which  together   represent
approximately 70% of the combined voting power of all outstanding  Common Stock.
By virtue of its relationship  with Lynch, the Company receives certain benefits
and services  from Lynch such as directors  and  officers  errors and  omissions
insurance,  placement,  strategic  consultation  from  time to time and  similar
items.  The Board of Directors has approved a services  agreement  providing for
the payment of reasonable compensation to Lynch for these benefits and services.
Such payments in 1998 were $100,000.



<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 Amendment
No. 1 to be signed on behalf of the undersigned, thereto duly authorized.

                                          THE MORGAN GROUP, INC.

Date:    April 28, 1999              By: /s/ Dennis R. Duerksen
                                          --------------------
                                          Dennis R. Duerksen
                                          Chief Financial Officer