UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 1999

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

  For the transition period from ____________________ to______________________

                         Commission file number 0-16730

                         MARKETING SERVICES GROUP, INC.
                 (Name of small business issuer in its charter)


             Nevada                                     88-0085608
             ------                                     ----------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

 333 Seventh Avenue, 20th Floor
       New York, New York                                 10001
       ------------------                                 -----
(Address of principal executive offices)               (Zip Code)

Issuer's  telephone  number,   including  area  code:          (917) 339-7100
Securities registered  pursuant to Section  12(b) of the Act:   None
Securities  registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of class)

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  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. [ ]

The issuer's revenues for its fiscal year ended June 30, 1999 are $82,241,894.

As of October 25, 1999,  the aggregate  market value of the voting stock held by
non-affiliates of the Registrant was approximately $204,600,000.

As of October 25, 1999, there were 25,420,038 shares of the Registrant's  common
stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes No X


<PAGE>

Introduction
------------

On October 8, 1999,  Marketing  Services Group,  Inc. ("MSGI" or the "Company"),
filed with the Securities and Exchange  Commission (the "Commission") its Annual
Report on Form 10-K for its fiscal  year June 30,  1999 (the "1999 Form  10-K").
The  information  called for by items 10, 11, 12 and 13 of Part III of Form 10-K
was not included in the body of the 1999 Form 10K as filed, but was incorporated
by reference to the  Company's  Proxy  Statement  which was expected to be filed
with the  Commission  within the 120-day  period.  Because the Company is not in
fact filing its Proxy  Statement  with in such 120 day period,  this Form 10-K/A
amends the 1999 Form 10-K by deleting  therefrom the caption and first paragraph
and  substituting  therefore the following  replacements for Items 3, 10, 11, 12
and 13.


Item 3- Legal Proceedings
-------------------------

In June 1999,  certain  employees of SD&A voted  against  representation  by the
International  Longshore and Warehouse Union ("ILWU"). The ILWU has filed unfair
labor practices with the National Labor  Relations Board ("NLRB")  alleging that
the Company engaged in unlawful conduct prior to the vote. The NLRB has issued a
complaint  seeking a  bargaining  order and  injunctive  relief  compelling  the
Company  to  recognize  and  bargain  with the  ILWU.  The  Company  intends  to
vigorously  defend against these charges.  An unfavorable  finding will not have
any direct financial impact on the Company.

In September 1999, an action was commenced against the Company by Jason Lyons in
the Supreme Court of New York,  Kings County alleging damages of $4.3 million in
connection  with the  Company's  alleged  failure  to deliver  warrants  due the
plaintiff.  The Company  denies all liability  and intends to vigorously  defend
against this action.

The Company has been party to certain legal  proceedings in the ordinary  course
of its business. The outcome of these legal proceedings are not expected to have
a material adverse effect on the consolidated financial condition,  liquidity or
expectations of the Company, based on the Company's current understanding of the
relevant facts and law.

Item 10 - Executive Officers and Directors of the Registrant
------------------------------------------------------------

The Company's executive officers and directors and their positions with MSGI
are as follows:


Name                     Age     Position
----                     ---     --------

Alan I. Annex            37      Director and Secretary
J. Jeremy Barbera        43      Chairman of the Board of Directors and
                                  Chief Executive Officer
Robert M. Budlow         38      Vice President of MSGI and President of
                                  Metro Direct
Cindy H. Hill            30      Chief Financial Officer
Edward E. Mullen         46      President and Director
S. James Coppersmith     67      Director
John T. Gerlach          68      Director
Seymour Jones            68      Director
Michael E. Pralle        43      Director
C. Anthony Wainwright    66      Director

<PAGE>

Mr. Annex has been a Director and Secretary of the Company  since May 1997.  Mr.
Annex is a member of the M&A Committee of the Board of Directors.  He has been a
partner in the law firm of Camhy Karlinsky & Stein LLP since July 1995, where he
practices  corporate  and  securities  law.  Camhy  Karlinsky & Stein LLP is the
Company's  legal counsel.  From July 1994 to June 1995, Mr. Annex was Counsel to
said firm. Prior thereto he was associated with Proskauer Rose, LLP.


Mr. Barbera has been Chairman and Chief  Executive  Officer of the Company since
April 1997 and was  President of the Company from April 1997 to May 1999 and was
a Director and Vice President of the Company from October 1996 to April 1997. He
has been Chief  Executive  Officer of Metro Direct since its  formation in 1987.
Mr.  Barbera is a member of the M&A  Committee  of the Board of  Directors.  Mr.
Barbera has eighteen years of experience in data management  services,  and over
twenty years of experience in the entertainment marketing area. Mr. Barbera is a
director of Greatergood.com.

Mr.  Budlow  has been Vice  President  of the  Company  since  October  1996 and
President of Metro Direct since April 1997. Prior thereto, he was Executive Vice
President and Chief Operating Officer of Metro since 1990. He has thirteen years
of experience in database management  services and subscription,  membership and
donor renewal programs.

Ms. Hill has been Chief Financial Officer of the Company since June 1, 1998, and
was Corporate Controller of the Company from January to May 1998. Prior thereto,
she was a manager in the Business Assurance  Division of  PricewaterhouseCoopers
LLP where she was employed  for the previous six years.  Ms. Hill is a Certified
Public Accountant.

Mr. Mullen has been President of the Company since May 15, 1999. Previously, Mr.
Mullen served as President and Chief Executive  Officer of CMG Direct.  Prior to
CMG  Direct,  Mr.  Mullen  was  the  founding  President  of  the  Massachusetts
Interactive Media Council,  MIMC, and is credited for the accelerating growth of
the Internet industry in  Massachusetts.  He has held several board of directors
positions  and has worked with  non-profit  organizations,  including  WGBH-TV's
Business  Executive  Council and  Business & Education  for Schools & Technology
(BEST).

Mr.  Coppersmith  has been a  Director  of the  Company  since  June  1996.  Mr.
Coppersmith  is the chairman of the  Compensation  Committee and a member of the
Audit  Committee  of the Board of  Directors.  He was  Chairman  of the Board of
Trustees  of  Boston's  Emerson  College  from 1994  until his term  expired  in
December 1997. Until his retirement in 1994, Mr. Coppersmith held various senior
executive positions with Metromedia Broadcasting where he managed its television
operations  in Los Angeles,  New York,  and Boston and served as  President  and
General  Manager  of  Boston's  WCVB-TV,  an ABC  affiliate  owned by The Hearst
Corporation.  Mr.  Coppersmith  also serves as a director  for B.J.'s  Wholesale
Club, Sun America Asset Management Corporation and The Boston Stock Exchange.

Mr.  Gerlach has been a Director of the Company since December 1997. Mr. Gerlach
is the chairman of the M&A Committee and a member of the Audit Committee and the
Compensation  Committee  of the  Board  of  Directors.  He is  presently  Senior
Executive  Professor of the graduate business program and an associate professor
of finance at Sacred Heart University in Fairfield, CT. Previously,  Mr. Gerlach
was  a  Director  in  Bear   Stearns'   corporate   finance   department,   with
responsibility  for  mergers  and  financial   restructuring  projects;  he  was
President and Chief Operating Officer of Horn & Hardart,  supervising restaurant
and mail order  subsidiaries,  including Hanover Direct;  and he was the Founder
and President of Consumer  Growth  Capital,  a venture capital firm. Mr. Gerlach
also serves as a director for Uno Restaurant Co.; SAFE Inc.;  Cycergie (a French
company);  Akona  Corp.;  the  Board of  Regents  at St.  John's  University  in
Collegeville,  MN;  and is a member  of an  advisory  board for the  College  of
Business & Administration at Drexel University.
<PAGE>

Mr. Jones has been a Director of the Company  since June 1996.  Mr. Jones is the
chairman of the Audit  Committee.  Since  September  1995,  Mr. Jones has been a
professor of accounting at New York University.  Prior thereto,  from April 1974
to September  1995,  Mr. Jones was a senior  partner of the  accounting  firm of
PricewaterhouseCoopers  L.L.P.  Mr.  Jones  has  over  35  years  of  accounting
experience  and over ten years of experience  as an arbitrator  and as an expert
witness,  particularly in the area of mergers and  acquisitions.  Mr. Jones also
functions as a consultant to Milberg  Factors and CHF  Industries and acts as an
expert  witness in accounting  matters.  Mr. Jones also serves as a director for
Reliance Bank.

Mr. Pralle has been a Director of the Company since  September  1999. Mr. Pralle
was also a director of the Company  from May 1998 to April 1999.  Mr.  Pralle is
currently   the  President  of  GE  Capital's   Equity   Capital   Group,   with
responsibility  for making common equity,  convertible  preferred stock and debt
investments  in private  and public  companies  in the US,  Europe and Asia.  He
joined GE Capital in 1989 and,  prior to his current  appointment  in 1996,  was
most recently President, GE Capital Asia Pacific. Before joining GE Capital, Mr.
Pralle  spent six years  with  management  consultants,  McKinsey & Co. in their
London and Hong Kong offices.

Mr. Wainwright has been a Director of the Company since August 1996 and was also
a Director  of the  Company  from the  acquisition  of SD&A until May 1996.  Mr.
Wainwright is a member of the Compensation  Committee of the Board of Directors.
Mr.  Wainwright is currently Vice Chairman of the advertising  agency McKinney &
Silver and was Chairman of the advertising  firm Harris Drury Cohen,  Inc., from
1995 to 1997.  From 1994 to 1995, he served as a senior  executive with Cordient
PLC's Compton  Partners,  a unit of the advertising firm Saatchi & Saatchi World
Advertising,  and, from 1989 to 1994, as Chairman and Chief Executive Officer of
Campbell  Mithun Esty, a unit of Saatchi & Saatchi in New York.  Mr.  Wainwright
also serves as a director of Caribiner  International,  Gibson Greetings,  Inc.,
Del Webb Corporation,  American Woodmark Corporation,  Danka P.L.C. and Advanced
Polymer Systems.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered class of the Company's equity  securities,  file reports of ownership
on  Forms  3,  4  and  5  with  the  Securities  and  Exchange  Commission  (the
"Commission")  and the NASDAQ National Market.  Officers,  directors and greater
than ten percent  stockholders are required by the  Commission's  regulations to
furnish the Company with copies of all Forms 3, 4 and 5 they file.

Based solely on the Company's review of the copies of such forms it has received
and written  representations  from certain  reporting persons that they were not
required to file reports on Form 5 for the fiscal year ended June 30, 1999,  the
Company  believes that all its officers,  directors and greater than ten percent
beneficial owners complied with all filing requirements  applicable to them with
respect to transactions  during the fiscal year ended June 30, 1999, except that
Mr. Mullen made one late filing due to administrative timing errors with respect
to reporting the initial filing upon being appointed  President and to the Board
of Directors.

<PAGE>

Item 11 - Executive Compensation:
--------------------------------

The following table provides certain information concerning  compensation of the
Company's Chief Executive Officer and any other executive officer of the Company
who  received  compensation  in excess of $100,000  during the fiscal year ended
June 30, 1999:

                           SUMMARY COMPENSATION TABLE

                                 Fiscal
                                  Year                             Securities
                                 Ended      Annual     Annual      Underlying
Name and Principal Position     June 30,   Salary($)   Bonus($)  Options/SARs(#)
---------------------------     -------    --------    -------   --------------

J. Jeremy Barbera(1)(2)           1999     298,077
Chairman of the Board,            1998     198,077                    50,000
   & CEO                          1997     120,883                 1,000,000

Robert N. Budlow(3)               1999     178,654
   VP, MSGI and                   1998     144,231
   President, Metro Direct        1997     93,750

Cindy Hill                        1999     110,096
   CFO

Edward Mullen(4)                  1999     33,649                    400,000
   President


(1)Mr. Barbera was appointed  Chairman of the Board, Chief Executive Officer and
   President  effective  March 31,  1997.  Ed Mullen  assumed  the  position  of
   President upon his  appointment in May 1999.  Prior thereto,  commencing with
   the October 1, 1996  acquisition of Metro,  he was Vice President of MSGI and
   President and CEO of Metro. Pursuant to an employment agreement dated May 27,
   1997, his annual salary  increased from $150,000 to $250,000  through May 31,
   1998. As of June 30, 1997, Mr.  Barbera's  salary  reflects  earnings for the
   nine months from the date of Metro's acquisition.

(2)During fiscal year end June 30, 1998,  Mr.  Barbera  forgave all interest due
   him on a note  payable and forgave an increase in his annual  salary from May
   27,  1997 to December  31,  1997.  In  consideration  for this,  the Board of
   Directors  granted Mr.  Barbera  options to acquire  50,000  shares of Common
   Stock at the then current fair market price.

(3)The  annual  salary  for  Mr.  Budlow  was  $125,000  for  1997.  Due  to the
   acquisition  of Metro on  October  1,  1996,  his  annual  compensation  only
   reflects  nine months of salary.  During  fiscal year end June 30, 1998,  Mr.
   Budlow forgave an increase in his salary from October 1, 1997 to December 31,
   1997. As of January 1, 1998, his salary was increased in accordance  with his
   employment agreement.

(4)Due to the  acquisition  of CMG  Direct  Corporation  on May  13,  1999,  Mr.
   Mullen's annual compensation only reflects a month and a half of salary.

<PAGE>


STOCK OPTION GRANTS

The table below provides  information  relating to stock options  granted to the
Named Executive Officers during the fiscal year ended June 30, 1999.

<TABLE>
<CAPTION>

                     OPTIONS GRANTED IN THE LAST FISCAL YEAR

                                                             Individual Grant
                                                             ----------------

                           Number of               % of Total            Exercise
                        Securities Under-         Options/SARs           or Base
                         lying Options/       Granted to Employees     Price ($ per        Expiration         Grant Date
Name                     SARs Granted(#)       in Fiscal Year(2)          share)              Date               Value
----                     --------------        ----------------           -----               ----               -----
<S>                       <C>                        <C>                 <C>                <C>                   <C>
Ed Mullen (1) ..............400,000                    41%                $5.17               4/06                  $8.25
</TABLE>


(1)  Mr.  Mullen's  options  are  exercisable  as follows:  133,000  options are
     available  for exercise  immediately,  and the  remaining  267,000  options
     become  exercisable  at a rate of 11,125  options  monthly  for a period 24
     months beginning in June 1999.

(2)  During  the  fiscal  year  ended  June  30,  1999,  all  employees  and all
     non-employee  Directors of the Company received options to purchase a total
     of 969,200 shares of Common Stock.



AGGREGATE OPTIONS EXERCISED IN THE LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES

The  following  table sets forth  information  regarding the number and value of
securities  underlying  unexercised  stock  options held by the Named  Executive
Officers as of June 30, 1999.
<TABLE>
<CAPTION>

                                                                  Number of               Value of
                                                                  Securities             Unexercised
                                                                  Underlying               In-the-
                                                                  Unexercised               Money
                                                                  Options/SARs          Options/ SARs
                                                                   at Fiscal              at Fiscal
                             Number of                            Year End(#)           Year End ($)(1)
                            Securities         Value              Exercisable/           Exercisable/
Name                        Exercised (#)    Realized($)         Unexercisable          Unexercisable
----                        ------------     ----------          -------------          -------------
<S>                         <C>             <C>               <C>                  <C>
J. Jeremy Barbera ............50,000         1,494,922            1,000,000/0            23,146,334/0
Robert Budlow .....................-                 -           40,000/15,000         923,120/346,170
Edward Mullen .....................-                 -         144,125/255,875       3,029,219/5,377,981
Cindy Hill ...................10,000           372,845          23,334/16,666          384,618/923,120
</TABLE>


(1)  Fair  market  value of  $26.188  per  share  at June  30,  1999 was used to
     determine the value of in-the-money options.

<PAGE>

COMPENSATION OF DIRECTORS

Commencing  July 1, 1998,  Directors  who are not  employees of the Company will
receive  an annual  retainer  fee of  $10,000,  $1,000  for each  Board  Meeting
attended,  $500 for each standing  committee  meeting attended and $500 for each
standing  committee  meeting for the Chairman of such Committee.  Such Directors
will also be reimbursed for their  reasonable  expenses for attending  board and
committee  meetings,  and will  receive  an annual  grant of  options to acquire
10,000  shares of common  stock for each fiscal year of service,  at an exercise
price equal to the fair market  value on the date of grant.  Any Director who is
also  an  employee  of the  Company  is not  entitled  to  any  compensation  or
reimbursement  of expenses  for serving as a Director of the Company or a member
of any committee  thereof.  Mr. Annex has indicated  that since his firm acts as
counsel to the Company he would waive that  described  cash and stock  retainer.
Mr. Pralle has indicated  that since his Company is a large  shareholder  of the
Company he would waive that described cash and stock retainer.


EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT

The  Company  has  entered  into  employment  agreements  with each of its named
executives.

Mr.  Barbera was  appointed  to the  position  of  Chairman of the Board,  Chief
Executive Officer and President of MSGI by the Board,  effective March 31, 1997.
Ed Mullen  assumed the position of President  upon his  appointment in May 1999.
Mr.  Barbera  had  previously  served  as  President  and CEO of Metro  under an
employment  contract dated October 1, 1996.  Under the contract,  Mr.  Barbera's
base salary was $150,000 for the first year of employment.  On May 27, 1997, the
Company amended and restated Mr.  Barbera's  employment  contract,  based on the
additional responsibilities he assumed on March 31, 1997. Under the terms of the
amended contract, Mr. Barbera's employment term is for three years beginning May
27, 1997, and is  automatically  renewable for an additional  three year period,
unless the Company or Mr. Barbera gives written notice;  his amended annual base
salary for the first year of the amended  employment term is $250,000,  $300,000
for the  second  year and  $350,000  for the third  year.  Mr.  Barbera  is also
eligible to receive raises and bonuses in each year of the employment  contract,
at the determination of the Compensation  Committee of the Board of Directors of
the Company, based on earnings and other targeted criteria. On May 27, 1997, Mr.
Barbera was granted options to acquire  1,000,000  shares of Common Stock of the
Company;  333,334 exercisable at $2.625 per share,  333,333 exercisable at $3.00
per share and 333,333  exercisable at $3.50 per share.  One third of the options
in each  tranche  vest  immediately  and one third of each  tranche  will become
available on each of the next two anniversary  dates.  In a separate  agreement,
Mr.  Barbera  forgave  the  increase  in his annual  salary from May 27, 1997 to
December 31, 1997. If Mr. Barbera is terminated without cause (as defined in the
agreement),  then MSGI shall pay him a lump sum payment equal to one year of his
salary at the then base rate.

Mr. Barbera has agreed in his employment  agreement (i) not to compete with MSGI
or its subsidiaries,  or to be associated with any other similar business during
the employment term,  except that he may own up to 5% of the outstanding  common
stock of  certain  corporations,  as  described  more  fully  in the  employment
agreement,   and  (ii)  upon   termination  of  employment  with  MSGI  and  its
subsidiaries,  not to  solicit  or  encourage  certain  clients  of  MSGI or its
subsidiaries to cease doing business with MSGI and its  subsidiaries  and not to
do business with any other similar business for a period of three years from the
date of such termination.

Mr.  Budlow  entered into an  employment  agreement  effective  October 1, 1996,
providing for his  employment as Executive Vice President of MSGI & President of
Metro. The agreement provides for an initial term expiring on September 30, 1999
(the  "Employment  Term") and is renewable  for an  additional  three-year  term
unless Metro or Mr.  Budlow gives  written  notice.  The base salary  during the
Employment Term is $125,000 for the first year, $165,000 for the second year and
$200,000  for the third  year.  Mr.  Budlow is  eligible  to receive  raises and
bonuses based upon the  achievement of earnings and other  targeted  criteria if
and as determined by the Compensation  Committee of the Board of Directors.  The
agreement  also  provides for the  granting to Mr.  Budlow of options to acquire
Common Stock if and as determined by the Option Plan Committee. If Mr. Budlow is
terminated without cause (as defined in the agreement),  then MSGI shall pay him
a lump sum payment equal to one year of his salary at the then base rate.

Mr. Budlow has agreed in his employment  agreement (i) not to compete with Metro
or to be associated with any other similar  business during the Employment Term,
except  that he may own up to 5% of the  outstanding  common  stock  of  certain
corporations, as described more fully in his employment agreement, and (ii) upon
termination  of  employment  with  Metro,  not to solicit or  encourage  certain
clients of Metro (as more fully described in the relevant employment  agreement)
to cease  doing  business  with  Metro,  and not to do  business  with any other
similar business, for a period of three years from the date of such termination.

<PAGE>
Ms.  Hill  entered  into an  employment  agreement  effective  January  1, 1999,
providing  for  employment  as  Chief  Financial  Officer  of the  Company.  The
agreement  provides  for a two year term  expiring  on  December  31,  2000 (the
"Employment  Term").  The base salary during the Employment Term is $125,000 for
the first year and $150,000 for the second year. Ms. Hill is eligible to receive
raises and bonuses  based upon the  achievement  of earnings and other  targeted
criteria if and as  determined  by the  Compensation  Committee  of the Board of
Directors.  The agreements  also provide for the granting to Ms. Hill of options
to acquire Common Stock if and as determined by the Compensation  Committee.  If
Ms. Hill is terminated  without cause (as defined in the  agreement),  then MSGI
shall pay her a lump sum  payment  equal to 6 months  of her  salary at the then
base rate.

Ms. Hill has agreed in her employment  agreement (i) not to compete with MSGI or
to be associated  with any other similar  business  during the Employment  Term,
except  that she may own up to 5% of the  outstanding  common  stock of  certain
corporations, as described more fully in her employment agreement, and (ii) upon
termination of employment with MSGI, not to solicit or encourage certain clients
of MSGI (as more fully described in the relevant employment agreement), to cease
doing  business  with  MSGI,  and not to do  business  with  any  other  similar
business, for a period of three years from the date of such termination.

Mr.  Mullen  entered  into an  employment  agreement  effective  May  13,  1999,
providing  for  employment  as President of MSGI and certain  subsidiaries.  The
agreement provides for an initial term expiring on May 30, 2003 (the "Employment
Term") and is  renewable  for an  additional  four-year  term unless MSGI or Mr.
Mullen gives written  notice.  The base salary during the Employment  Term is an
annual rate of $275,000  through June 30, 1999,  $300,000 for the period July 1,
1999 through December 31, 1999,  $350,000 for the period January 1, 2000 through
June 30, 2000.  Thereafter  during the Employment  Term the base salary shall be
further  increased  by 10% of the then  current  base  salary  on each July 1st,
commencing  July 1, 2000 and by $27,500 on each Janaury 1, commencing on January
1, 2001.  Mr. Mullen is eligible to receive  annual  bonuses of up to 75% of the
base salary in effect based upon the  achievement of earnings and other targeted
criteria if and as  determined  by the  Compensation  Committee  of the Board of
Directors. At Mr. Mullen's election, the bonus may be paid half in cash and half
in common stock of MSGI.  The  agreement  also  provides for the granting to Mr.
Mullen of 400,000  options to  purchase  shares of Common  Stock at an  exercise
price of $5.17 per share. The options vest at a rate of 133,000  immediately and
the remaining 267,000 options at a rate of 11,124 options per month for 24 equal
monthly  installments  beginning with June 1999. In addition,  Mr. Mullen may be
eligible for further granting of stock options on to acquire Common Stock if and
as determined by the Compensation Committee. If Mr. Mullen is terminated without
cause (as  defined in the  agreement)  due to a change in control of MSGI or Mr.
Mullen electively terminates for good reason (as defined in the agreement), then
MSGI  shall pay him a lump sum  payment  equal to 24 months of his salary at the
then base rate plus two times  the  historical  bonus  earned,  or shall pay him
$300,000 if the date of termination occurs prior to June 30, 2001.

Mr. Mullen has agreed in his  employment  agreement (i) not to compete with MSGI
or to be associated with any other similar  business during the Employment Term,
except  that he may own up to 5% of the  outstanding  Common  Stock  of  certain
corporations, as described more fully in his employment agreement, and (ii) upon
termination of employment with MSGI, not to solicit or encourage certain clients
of MSGI (as more fully  described in the  employment  agreement)  to cease doing
business with MSGI, and not to do business with any other similar business,  for
a period of one year from the date of such termination.

<PAGE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPAITON

The members of the Compensation  Committee are S. James Coppersmith,  C. Anthony
Wainwright, and John Gerlach. Mr. Coppersmith is Chairman of the Committee.


Item 12 -  Security Ownership of  Certain Beneficial Owners and Management
--------------------------------------------------------------------------

The following  table sets forth  certain  information  regarding the  beneficial
ownership of Common Stock as of October 25, 1999 by: (i) each  Director and each
of the Named Executive  Officers;  (ii) all executive  officers and Directors of
the  Company  as a group;  and (iii)  each  person  known by the  Company to own
beneficially more than 5% of the outstanding shares of Common Stock.

                                              Amount and Nature
                                                  of Common
                                             Stock Beneficially
                                                   Owned
Name and Address of Beneficial Holder(1)           Number       Percent
----------------------------------------           ------       -------
Directors and Named Executive Officers:
J. Jeremy Barbera(2)............................  2,182,400        8.3%
Robert M. Budlow(3).............................    479,200        1.9%
Cindy Hill(4)...................................     26,334        *
Edward Mullen(5)................................    210,875        *
Alan I. Annex(6)................................     59,600        *
S. James Coppersmith(7).........................     96,000        *
Seymour Jones(8)................................     81,000        *
C. Anthony Wainwright(9)........................    108,408        *
John Gerlach(10)................................     46,000        *
Michael Pralle..................................          -        *

All Directors and Executive Officers
 as a group (10 persons)........................  3,289,817       12.6%


5% Stockholders:
General Electric Capital Corporation(11)........  4,340,622       17.1%
CMGI Inc.(12)...................................  2,321,084        9.1%

-------------
* Less than 1%

(1)  Unless otherwise  indicated in these  footnotes,  each stockholder has sole
     voting and investment power with respect to the shares  beneficially owned.
     All share amounts reflect beneficial  ownership determined pursuant to Rule
     13d-3 under the Exchange  Act. All  information  with respect to beneficial
     ownership has been furnished by the respective Director,  executive officer
     or stockholder,  as the case may be. Except as otherwise noted, each person
     has an address in care of the Company.

(2)  Includes 1,000,000  beneficially owned shares of Common Stock issuable upon
     the exercise of options which are currently  exercisable or are exercisable
     within 60 days of September 30, 1999

(3)  Includes 55,000 beneficially owned shares of Common Stock issuable upon the
     exercise of options  which are  currently  exercisable  or are  exercisable
     within 60 days of September 30, 1999.

(4)  Includes 23,334 beneficially owned shares of Common Stock issuable upon the
     exercise of options  which are  currently  exercisable  or are  exercisable
     within 60 days of September 30, 1999.
<PAGE>

(5)  Includes  210,875  beneficially  owned shares of Common Stock issuable upon
     the exercise of options which are currently  exercisable or are exercisable
     within 60 days of September 30, 1999.

(6)  Includes 58,000 beneficially owned shares of Common Stock issuable upon the
     exercise of options  which are  currently  exercisable  or are  exercisable
     within 60 days of September 30, 1999.

(7)  Includes 46,000 beneficially owned shares of Common Stock issuable upon the
     exercise of options  which are  currently  exercisable  or are  exercisable
     within 60 days of September 30, 1999 and 50,000  beneficially  owned shares
     of  Common  Stock  issuable  upon the  exercise  of  currently  exercisable
     warrants.

(8)  Includes 56,000 beneficially owned shares of Common Stock issuable upon the
     exercise of options  which are  currently  exercisable  or are  exercisable
     within 60 days of September 30, 1999 and 25,000  beneficially  owned shares
     of  Common  Stock  issuable  upon the  exercise  of  currently  exercisable
     warrants.

(9)  Includes  105,000  beneficially  owned shares of Common Stock issuable upon
     the exercise of options which are currently  exercisable or are exercisable
     within 60 days of September 30, 1999 and 50,000  beneficially  owned shares
     of  Common  Stock  issuable  upon the  exercise  of  currently  exercisable
     warrants.

(10) Includes 42,000 beneficially owned shares of Common Stock issuable upon the
     exercise of options  which are  currently  exercisable  or are  exercisable
     within 60 days of September 30, 1999.

(11) The address  for the 5%  Stockholder  is as  follows:  120 Long Ridge Road,
     Stamford, Connecticut 06927.

(12) The address for the 5%  Stockholder is as follows:  100 Brickstone  Square,
     Andover, MA 01810.


<PAGE>

Item 13 - Certain Relationships and Related Transactions
--------------------------------------------------------

Transactions  with Mr.  Barbera:  On December 2, 1998,  MSGI loaned Mr.  Barbera
$100,000  pursuant  to a  promissory  note.  The note bore  interest at the rate
earned on the Company's  money market fund.  Principal and interest were payable
in full in a lump sum. In April 1999, the  promissory  note,  including  accrued
interest was repaid.

Transactions with Mr. Annex: Mr. Annex, Secretary and a Director of the Company,
is a partner  in the law firm of Camhy  Karlinsky  & Stein LLP,  which  provides
legal  services  to the  Company.  The  Company  incurred  expenses  aggregating
approximately  $94,000  during  fiscal 1999.  Mr. Annex has informed the Company
that such fees did not  represent  more than 5% of such firm's  revenues for its
fiscal years ending during such periods.  The Company believes that the fees for
services  provided by the law firm were at least as  favorable to the Company as
the fees for such services from unaffiliated third parties.

Transactions with 5% Stockholders:

Transactions  with GE Capital:  In connection with the acquisition of CMG Direct
Corporation,  the Company  entered  into a  promissory  note  agreement  with GE
Capital in the amount of  $10,000,000.  The note is payable in full on  November
17, 1999 and accrues interest at the rate of 12% per annum.  Interest is payable
in arrears on August 17, 1999 and on the maturity date. Concurrent with issuance
of the  promissory  note, the original  outstanding  warrant which was issued in
connection with GE Capital's purchase of redeemable  convertible preferred stock
was amended. Upon an occurrence of a Qualified Secondary Offering, as defined in
the agreement, the Original Warrant was fixed at 200,000 shares with an exercise
price of $.01 per share. The amendment changed the amount and exercise price per
share to 300,000  shares with an exercise  price of one-third  of the  secondary
offering price upon an occurrence of a Qualified Secondary  Offering.  In August
1999,  the  warrant  was  amended  a second  time to amend the  definition  of a
Qualified  Secondary  Offering  to include a  Qualified  Private  Placement,  as
defined,  and to  change  the  time  frame  for the  completion  of a  Qualified
Secondary  Offering or Private  Placement  from December 31, 1999 to on or after
December 20, 1999 through April 30, 2000.

In August 1999, the  promissory  note was amended to extend the maturity date to
October 15, 2000 with  interest to be paid  quarterly  and  provides for certain
increases  in  the  interest  rate  based  on the  time  the  principal  remains
outstanding. In addition, in the event the Company completes a private placement
as  defined  on or before  December  20,  1999,  then the  maturity  date of the
promissory note is subject to  acceleration.  During September 1999, the Company
completed a private  placement of common stock for net proceeds of approximately
$30.8 million. In accordance with the amendment,  $5,000,000, net of discount is
included  in current  liabilities  and the  remaining  balance is due on July 1,
2000.

Transactions  with  CMGI,  Inc.:  On May  13,  1999,  MSGI  acquired  all of the
outstanding capital stock of CMG Direct Corporation,  a wholly-owned  subsidiary
of CMGI, Inc. Total  consideration  for the  acquisition  was $33,029,237  which
included  $13,464,857  in cash and an aggregate  of  2,321,084  shares of common
stock of MSGI valued at $19,334,621.

<PAGE>


                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant has duly caused this report on Form 10-K/A to be signed on its behalf
by the undersigned hereunto duly authorized.


                        MARKETING SERVICES GROUP, INC.

                        By:   /s/ Jeremy Barbera
                              ------------------
                              Name  :     J. Jeremy Barbera
                              Title :     Chief Executive Officer


                        By:   /s/ Cindy H. Hill
                              -----------------
                              Name  :     Cindy H. Hill
                              Title :     Chief Financial Officer




Date:  October 28, 1999