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                                    FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


For the fiscal year ended December 31, 2003    Commission file number  333-73996
                          -----------------                            ---------

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

For the transition period from ____________to____________


                            MORGAN GROUP HOLDING CO.
                            ------------------------
             (Exact name of Registrant as specified in its charter)

          Delaware                                     13-4196940
          --------                                     ----------
 State of other jurisdiction                        (I.R.S. Employer
incorporation or organization                      Identification No.)

 401 Theodore Fremd Avenue, Rye, NY                       10580
 ----------------------------------                       -----
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code    (914) 921-1877
                                                      --------------

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

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  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

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

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes No X

As of June 30, 2003, the aggregate market value of the  Registrant's  voting and
nonvoting   common  equity  held  by   non-affiliates   of  the  Registrant  was
approximately   $175,700,   which  value,   solely  for  the  purposes  of  this
calculation,  excludes shares held by the Registrant's officers,  directors, and
their  affiliates.  Such exclusion  should not be deemed a  determination  or an
admission by the issuer that all such  individuals  are, in fact,  affiliates of
the issuer.

The number of outstanding shares of the Registrant's  Common Stock was 3,055,345
as of March 25, 2004.


================================================================================


<PAGE>





                                     PART I
                                     ------

Item 1. Business.

     Morgan  Group  Holding Co. (the  "Company" or "MGHL") was  incorporated  in
November 2001 to serve, among other business purposes,  as a holding company for
Lynch Interactive  Corporation's  controlling interest in The Morgan Group, Inc.
Upon the Company's  formation as a wholly owned subsidiary of Lynch  Interactive
Corporation,  Lynch Interactive  Corporation made a capital contribution to MGHL
of $500,000. Lynch Interactive Corporation also transferred to us 161,100 shares
of The Morgan  Group,  Inc.'s  outstanding  Class A common  stock,  warrants  to
purchase an additional 161,100 such shares at $9.00 per share,  2,200,000 shares
of The Morgan  Group,  Inc.'s  Class B common  stock and warrants to purchase an
additional 2,200,000 such shares at $9.00 per share, giving MGHL control of more
than 80% of The Morgan Group,  Inc.'s  aggregate  voting  power.  On January 24,
2002,  Lynch  Interactive  spun off all but 235,294 of its shares in MGHL to its
stockholders.

Unfortunately,  weakened by poor industry conditions and management  mistakes. A
combination of industry  dynamics,  poor  management  decisions,  and a surge in
insurance  costs crippled  Morgan.  On October 3, 2002 Morgan ceased  operations
when its  liability  insurance  expired and it was unable to secure  replacement
insurance.  On October 18, 2002, The Morgan Group, Inc. and two of its operating
subsidiaries  filed  voluntary  petitions  under Chapter 11 of the United States
Bankruptcy Code in the United States  Bankruptcy Court for the Northern District
of Indiana,  South Bend  Division.  As of December  31,  2003,  the Debtors were
continuing to conduct an orderly liquidation of their assets.

     Effective  October 15, 2002, the shares of The Morgan Group,  Inc., Class A
Common Stock were delisted from the American Stock Exchange.  The stock exchange
determined  that  The  Morgan  Group,  Inc.'s  Class A Common  Stock  no  longer
satisfied Sections 1002, 1003 and 1009 of the listing rules.

     On November 12, 2002,  The Morgan Group,  Inc.  filed a  Certification  and
Notice of  Termination  of  Registration  under Section 12(g) of the  Securities
Exchange Act of 1934.

     The Company expects that its ownership  interest in Then Morgan Group, Inc.
will have no residual value upon  completion of the liquidation of the assets of
The  Morgan  Group  Inc.  The  Company's  strategy  is to  look  for  additional
investment opportunities.  However the loss did yield a capital loss of about $4
million.

Item 2. Properties.

        The Company owns no properties.

Item 3. Legal Proceedings.

        The Company is not a party to any legal proceedings.

Item 4. Submission of Matters To a Vote of Security Holders.

        None during the fourth quarter of 2003.


                                      -2-
<PAGE>




                                     PART II
                                     -------

Item 5.  Market  For The  Registrant's  Common  Equity And  Related  Stockholder
         Matters.

     The  common  stock  commenced  trading  on the  over-the-counter  market on
February 21, 2002. The following table sets forth the high and low market prices
of the common stock for the periods indicated, as reported by published sources.

<TABLE>
<CAPTION>
<S>                                                          <C>          <C>
                                                                  High         Low
2002 Fiscal Year
First Quarter (beginning February 21, 2002) ..........       $    1.75    $    0.85
Second Quarter .......................................       $    1.40    $    0.51
Third Quarter ........................................       $    0.55    $    0.12
Fourth Quarter .......................................       $    0.20    $    0.02

2003 Fiscal Year
First Quarter ........................................       $    0.070   $    0.050
Second Quarter .......................................       $    0.140   $    0.065
Third Quarter ........................................       $    0.140   $    0.080
Fourth Quarter .......................................       $    0.110   $    0.100
</TABLE>


As of March 25,  2004,  there were  approximately  832  holders of record of the
Company's common stock.

The Company has never declared a cash dividend on its common stock and its Board
of  Directors  does  not  anticipate  that it will  pay  cash  dividends  in the
foreseeable future.

The  Company has never  repurchased  any of its equity  securities  and does not
anticipate that it will do so in the foreseeable future.

                                      -3-
<PAGE>



Item 6. Selected Financial Data.

<TABLE>
<CAPTION>

                            Morgan Group Holding Co.
                             Selected Financial Data
           (Dollars and shares in thousands, except per share amounts)

                                                                                   December 31, (1)
                                                                           -------    -------    ------   -------    ------
                                                                             2003       2002      2001      2000      1999
                                                                           -------    -------    ------   -------    ------

<S>                                                                       <C>        <C>        <C>       <C>        <C>
Administrative expenses ...............................................   $   (35)   $   (64)   $  --     $  --      $ --
Investment income .....................................................         3          6       --        --        --
                                                                           -------    -------    ------   -------    ------
Loss from continuing operations .......................................       (32)       (58)      --        --        --
                                                                           -------    -------    ------   -------    ------

Discontinued operations:
Loss from operations before cumulative effect of accounting change
 of The Morgan Group, Inc. - net of income tax benefit (provision) of
 $--, $1,125, $910, and $(2,277) and $(187) respectively, and minority
 interests of $--, $3,021, $603, $2,133 and $(28) respectively .........      --       (5,358)   (854)    (2,492)      (3)
Cumulative effect of accounting change at The Morgan
  Group  Inc., net of minority interests of $722 .......................      --       (1,568)      --      --        --
Gain from the adoption of liquidation basis of
  accounting at The Morgan Group, Inc. .................................      --        2,182       --      --        --
                                                                           -------    -------    ------   -------    ------
    Net loss ...........................................................  $   (32)    $(4,802)   $ (854)  $(2,492)   $  (3)
                                                                           =======    =======    ======   =======    ======

Basic and diluted loss per share:
Loss from continuing operations .......................................   $ (0.01)   $ (0.02)   $--          $--    $--
Loss from operations before cumulative effect of
  accounting  change of The Morgan Group, Inc. ........................      --        (1.75)    (0.28)    (0.82)   (0.000)
Cumulative effect of accounting change at The Morgan
  Group, Inc...........................................................      --        (0.52)     --        --        --
Gain from the adoption of liquidation basis of
  accounting at The Morgan Group Inc. .................................      --         0.71      --        --        --
                                                                           =======    =======    ======   =======    ======
 Net loss per common share ............................................   $ (0.01)   $ (1.57)   $(0.28)  $ (0.82)   $(0.00)
                                                                           =======    =======    ======   =======    ======

           Weighted average shares outstanding ........................     3,055      3,055      3,055    3,055     3.055

                                                                               December 31, (1)
                                                                           -------    -------    ------   -------    ------
                                                                             2003       2002      2001      2000      1999
                                                                           -------    -------    ------   -------    ------

Cash ...................................................................  $   399    $   433    $  500    $  --      $ --
Total Assets ...........................................................  $   399    $   433    $ 5,235   $ 3,661    $6,171
Stockholders Equity ....................................................  $   399    $   431    $ 5,235   $  --      $ --
Equity, Investments by and advances from Lynch
   Interactive Corporation .............................................   $  --      $  --      $  --    $ 3,661    $6,171
</TABLE>



(1)  We were  incorporated  in November  2001 to serve as a holding  company for
     Lynch Interactive  Corporation's  controlling interest in The Morgan Group,
     Inc.  The transfer of the  controlling  interest was made to us on December
     18,  2001.  The  accompanying   combined   financial  data  represents  the
     combination,   on  a  retroactive   basis,  of  all  of  Lynch  Interactive
     Corporation's  interest  in The Morgan  Group,  Inc.  and the  consolidated
     financial  statements of The Morgan Group, Inc. as if the transfer by Lynch
     Interactive Corporation occurred on January 1, 1998. Subsequent to December
     18, 2002, the financial  statements  represent the consolidated  results of
     the Company. During 2002, due to Morgan's ceasing operations, its financial
     results  are  treated as  discontinued  operations  in the above  data.  On
     October 18, 2002,  Morgan filed for bankruptcy and adopted the  liquidation
     basis of accounting and the Company deconsolidated Morgan at that point.

                                      -4-
<page>
Item 7. Management's  Discussion and Analysis of Financial Condition and Plan of
        Operation.

Overview

The Company was  incorporated  in November 2001 as a wholly-owned  subsidiary of
Lynch  Interactive  Corporation  ("Interactive")  to  serve  as  an  acquisition
vehicle.  Initially,  we received  $500,000  cash and 68.5% of The Morgan Group,
Inc.  (Morgan)'s  equity  interest  and 80.8% of Morgan's  voting  interest.  On
January 24,  2002,  Interactive  spun off  2,820,051  shares of our common stock
through a pro rata distribution  ("Spin-Off") to its  stockholders.  Interactive
retained 235,294 shares at the time of the spin-off.

A combination of industry dynamics,  poor management  decisions,  and a surge in
insurance  costs crippled  Morgan.  On October 3, 2002 Morgan ceased  operations
when its  liability  insurance  expired and it was unable to secure  replacement
insurance.  On October 18, 2002,  Morgan and two of its  operating  subsidiaries
filed voluntary  petitions under Chapter 11 of the United States Bankruptcy Code
in the United  States  Bankruptcy  Court for the  Northern  District of Indiana,
South Bend  Division for the purpose of  conducting  an orderly  liquidation  of
Morgan's assets.

As  Morgan  is  in  the  process  liquidation,  in  the  accompanying  financial
statements the assets and  liabilities  and results of operations of Morgan have
been  reflected  as  a  discontinued   operation.  In  addition,  the  Company's
management  currently  believes  that it is very  unlikely that the Company will
realize  any value from its  equity  ownership  in  Morgan.  Given the fact that
Holding has no  obligation  or  intention  to fund any of Morgan's  liabilities,
management  believes  that the  Company's  investment  in Morgan will to have no
value after the  liquidation.  As the liquidation of Morgan is under the control
of the bankruptcy  court, the Company  believes it has  relinquished  control of
Morgan and  accordingly  has ceased  consolidating  the financial  statements of
Morgan.  As the  Company's  investment in Morgan was a negative of $2,182,000 at
the date of  adoption  of the plan of  liquidation.  This  resulted in a gain to
Holdings of that amount in 2002.

On October 18, 2002,  Morgan  adopted the  liquidation  basis of accounting  and
accordingly,  Morgan's assets and liabilities have been adjusted to estimate net
realizable  value. As the carry value of organ's  liabilities  exceeded the fair
value of its assets,  the  liabilities  were reduced to equal the  estimated net
realizable value of the assets.

As of December 31, 2003, the Company's only assets consisted of $399,000 in cash
and an  unrecognized  asset  relating to capital loss  carryforward  of about $4
million.

The Company currently has no operating  businesses and will seek acquisitions as
part of its  strategic  alternatives.  Its  only  costs  are the  administrative
expenses  required to make the regulatory  filings needed to maintain its public
status. These costs are estimated at $25,000 to $75,000 per year.

Results of Operations

For the year ended  December  31,  2003,  the  Company  incurred  administrative
expenses of $35,000 and $64,000 of expenses were incurred  during the year ended
December  31,  2002.  As the  Company  was  formed  in  November  2001 and Lynch
Interactive  paid the expenses  associated  with the spin-off,  no such expenses
administration were incurred by the Company in the year ended December 31, 2001.

Investment  income of $3,000 and $6,000 was recorded  during the two years ended
December 31, 2003 as a result of the  Company's  investment  in a United  States
Treasury money market fund.


                                      -5-
<PAGE>



Item 8. Financial Statements and Supplementary Data.

Financial Statements

           Balance Sheets as of
           December 31, 2003 and December 31, 2002

           Statements of Operations for the
           Three Years Ended December 31, 2003

           Statements of Cash Flows for the
           Three   Years  Ended December 31, 2003

           Statements of Equity, Investments by
           And Advances from Lynch Interactive
           Corporation

           Notes to Financial
           Statements as of December 31, 2003





















                                      -6-
<PAGE>



<TABLE>
<CAPTION>

                            Morgan Group Holding Co.
                                 Balance Sheets
                (Dollars in thousands, except per share amounts)

                                                    December 31,
                                               -----------------------
                                                 2003        2002
                                               -----------------------
<S>                                             <C>        <C>
ASSETS
Current assets:
Cash and cash equivalents ...................   $   399    $   433
                                                -------    -------
   Total current assets .....................       399        433
Net assets of  The Morgan Group, Inc. .......      --         --
                                                -------    -------
   Total assets .............................   $   399    $   433
                                                =======    =======

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Current liabilities:
Accrued expenses ............................   $  --      $     2
                                                -------    -------
   Total current liabilities ................      --            2
SHAREHOLDERS' EQUITY
Preferred stock, $0.01 par value,
  1,000,000 shares authorized,
  none outstanding ..........................      --           --
Common stock, $0.01 par value,
  10,000,000 shares authorized,
  3,055,345 outstanding .....................        30         30
Additional paid-in-capital ..................     5,612      5,612
Accumulated deficit .........................    (5,243)    (5,211)
                                                -------    -------
   Total shareholders' equity ...............       399        431
                                                -------    -------
   Total liabilities and shareholders' equity   $   399    $   433
                                                =======    =======
</TABLE>

See notes to financial statements


                                      -7-
<PAGE>
<TABLE>
<CAPTION>




                            Morgan Group Holding Co.
                            Statements of Operations
           (Dollars and shares in thousands, except per share amounts)


                                                                         December 31,
                                                             --------------------------------
                                                                2003        2002      2001
                                                             --------------------------------

<S>                                                           <C>        <C>        <C>
Administrative expenses ...................................   $   (35)   $   (64)   $  --
Investment income .........................................         3          6       --
                                                              -------    -------    -------
  Loss from continuing operations .........................       (32)       (58)      --
                                                              -------    -------    -------

Discontinued operations (Notes 1 and 2):
Loss from operations before cumulative effect of
  accounting change of The Morgan Group, Inc. - net of
  income tax benefit (provision) of $--, $1,125 and $910,
  respectively, and minority interests of $--, $3,021 and
  $603 respectively .......................................      --       (5,358)     (854)
Cumulative effect of accounting change at The Morgan Group
  Inc., net of minority interests of $722 .................      --       (1,568)      --
Gain from the deconsolidation of The Morgan Group, Inc. ...      --        2,182       --
                                                              -------    -------    -------
    Net loss ..............................................   $   (32)   $(4,802)   $  (854)
                                                              =======    =======    =======

Basic and diluted loss per share:
Loss from continuing operations ...........................   $ (0.01)   $ (0.02)      --
Loss from operations before cumulative effect of accounting
   change of The Morgan Group, Inc. .......................      --        (1.75)   $ (0.28
Cumulative effect of accounting change at The Morgan Group,
   Inc ....................................................      --        (0.52)      --
Gain from the deconsolidation of The Morgan Group Inc. ....      --         0.71       --
                                                              -------    -------    -------
    Net loss per common share .............................   $ (0.01)   $ (1.57)   $ (0.28)
                                                              =======    =======    =======

                Weighted average shares outstanding .......     3,055      3,055      3,055
</TABLE>

See accompanying notes




                                      -8-
<PAGE>
<TABLE>
<CAPTION>



                            Morgan Group Holding Co.
                            Statements of Cash Flows
                             (Dollars in thousands)

                                                                         December 31,
                                                           ----------------------------------
                                                            2003        2002         2001
                                                           ----------------------------------
<S>                                                       <C>         <C>        <C>
Operating activities:
   Net loss ............................................   $   (32)   $(4,802)   $  (854)
    Adjustments to reconcile net loss to net
     cash used in operating activities:
     Increase (decrease) in accrued expenses ...........        (2)         2       --
     Non-cash items and changes in operating assets
     and liabilities relating to the operations of The
     Morgan Group, Inc. ................................      --        3,082      1,363
                                                           -------    -------    -------
     Net cash provided by (used in) operating activities       (34)    (1,718)       509
                                                           -------    -------    -------

Investing activities:
   Investment in the Morgan Group Inc. .................      --          (11)    (2,000)
   Investing activities relating to operations of The
    Morgan Group, Inc. .................................      --          453       (753)
                                                           -------    -------    -------
   Net cash provided by (used in) investing activities .      --          442     (2,753)
                                                           -------    -------    -------

Financing activities:
   Investment by and advances from(to)Lynch Interactive
      Corporation ......................................      --         --        2,500
   Financing activities relating to operations of The
    Morgan Group, Inc. .................................      --        1,209        244
                                                           -------    -------    -------
Net cash provided by financing activities ..............      --        1,198      2,744
                                                           -------    -------    -------
Net increase (decrease) in cash and equivalents ........       (34)       (67)       500
Cash and cash equivalents at beginning of period .......       433        500       --
                                                           -------    -------    -------
Cash and cash equivalents at end of period .............   $   399    $   433    $   500
                                                           =======    =======    =======
</TABLE>

  See accompanying  notes




                                      -9-
<PAGE>
<TABLE>
<CAPTION>




                            Morgan Group Holding Co.
                    Statements of Equity, Investments by and
                   Advances from Lynch Interactive Corporation
                             (Dollars in thousands)

                                                                                                 Equity,
                                                                                               Investments
                                                                                                  by and
                                                                                               Advances from
                                                                   Additional                     Lynch
                                      Common Stock    Common        Paid-in        Accumulated  Interactive    Total
                                       Outstanding     Stock        Captial        Deficit      Corporation
                                      ------------------------------------------------------------------------------

<S>                                    <C>           <C>          <C>           <C>           <C>           <C>
Balance at January 1, 2001 ........         --       $   --       $   --        $   --          3,661       $  3,661
Capital transactions of The Morgan
Group, Inc. .......................         --           --           --            --            (72)          (72)
Investment of Lynch Interactive
Corporation .......................         --           --           --            --           2,000         2,000
Net loss through December 18, 2001          --           --           --            --            (445)         (445)
Issuance of shares by Lynch
Interactive Corporation ...........    3,055,345         30          5,614          --          (5,144)          500
Net loss subsequent to December 18,
2001                                        --           --           --            (409)         --            (409)
                                      ----------   ----------   ----------      ----------    ----------    ----------

Balance at December 31, 2001 ......    3,055,345           30        5,614          (409)         --           5,235
Capital transactions of The Morgan
Group, Inc. .......................         --           --             (2)         --            --              (2)
Net Loss for year ended December
31, 2002 ..........................         --           --           --          (4,802)         --          (4,802)
                                      ----------   ----------   ----------      ----------    ----------    ----------
Balance at December 31, 2002 ......    3,055,345           30        5,612        (5,211)         --             431
Net loss for year end December 31,
2003                                        --           --           --             (32)         --             (32)
                                      ----------   ----------   ----------      ----------    ----------    ----------
                                       3,055,345   $       30   $    5,612      $ (5,243)     $   --        $    399
                                      ==========   ==========   ==========      ==========    ==========    ==========
</TABLE>

  See accompanying notes.





                                      -10-
<PAGE>



                            Morgan Group Holding Co.
                          Notes to Financial Statements


Note 1. Basis of Presentation

     Morgan Group Holding Co.  ("Holding" or "the Company") was  incorporated in
     November 2001 as a wholly-owned subsidiary of Lynch Interactive Corporation
     ("Interactive")  to serve,  among  other  business  purposes,  as a holding
     company for  Interactive's  controlling  interest in The Morgan Group, Inc.
     ("Morgan").  On December 18, 2001,  Interactive's  controlling  interest in
     Morgan was  transferred  to Holding.  At the time,  Holding  owned 68.5% of
     Morgan's equity interest and 80.8% of Morgan's voting interest.  On January
     24, 2002, Interactive spun off 2,820,051 shares of our common stock through
     a pro  rata  distribution  ("Spin-Off")  to its  stockholders.  Interactive
     retained 235,294 shares of our common stock to be distributed in connection
     with the potential conversion of a convertible note that had been issued by
     Interactive.   Such  note  was  repurchased  by  Interactive  in  2002  and
     Interactive retains the shares.

     On  October 3,  2002,  Morgan  ceased  its  operations  when its  liability
     insurance  expired and it was unable to secure  replacement  insurance.  On
     October  18,  2002,  Morgan  and two of its  operating  subsidiaries  filed
     voluntary  petitions under Chapter 11 of the United States  Bankruptcy Code
     in the United States Bankruptcy Court for the Northern District of Indiana,
     South Bend Division for the purpose of conducting an orderly liquidation of
     Morgan's assets.

     As Morgan has ceased operations and is in the process  liquidating  itself,
     in the accompanying  financial  statements,  the assets and liabilities and
     results of  operations  of Morgan  have been  reflected  as a  discontinued
     operation. In addition, Holding's management currently believes, it is very
     unlikely  that it will  realize  any value  from its  equity  ownership  in
     Morgan,  and given the fact that Holding has no  obligation or intention to
     fund any of Morgan's liabilities,  its investment in Morgan was believed to
     have no value after the liquidation.  As the liquidation of Morgan is under
     the  control  of  the  bankruptcy   court,  the  Company  believes  it  has
     relinquished  control of Morgan and accordingly,  has ceased  consolidating
     the financial statements of Morgan. As Holding's investment in Morgan was a
     negative  $2,182,000,  at the date of adoption of the plan of  liquidation,
     this resulted in a gain to Holding of that amount.

     On October 18, 2002, Morgan adopted the liquidation basis of accounting and
     accordingly, Morgan's assets and liabilities have been adjusted to estimate
     net realizable value. As the carry value of Morgan's  liabilities  exceeded
     the fair value of its assets,  the  liabilities  were  reduced to equal the
     estimated net realizable value of the assets.

     The financial  statements have been prepared using the historical  basis of
     assets and liabilities and historical results of Interactive's  interest in
     Morgan,  which were  contributed  to the  Company  on  December  18,  2001.
     However,  the historical  financial  information  presented herein reflects
     periods during which the Company did not operate as an  independent  public
     company and  accordingly,  certain  assumptions were made in preparing such
     financial  information.  Such information,  therefore,  may not necessarily
     reflect the results of operations, financial condition or cash flows of the
     Company in the future or what they would have been had the Company  been an
     independent public company during the reporting periods.

     The financial  statements  represent combined financial  statements through
     December  18,  2001 and include  the  accounts  of Holding,  Morgan and its
     subsidiaries.  Subsequent to December 18, 2001,  the  financial  statements
     represent the consolidated results of those entities.  As noted above as of
     October 18, 2002,  the Company  deconsolidated  the  operations  of Morgan.
     Significant  intercompany accounts and transactions have been eliminated in
     combination/consolidation.

     Net loss per common  share  ("EPS") is computed  using the number of common
     shares  issued in  connection  with the Spin-Off as if such shares had been
     outstanding for all periods presented.

     All highly  liquid  investments  with maturity of three months or less when
     purchased are considered to be cash equivalents. The carrying value of cash
     equivalents approximates its fair value based on its nature.

                                      -11-
<page>
     At December 31, 2003 and 2002 all cash and cash  equivalents  were invested
     in a United States  Treasury  money market fund,  which an affiliate of the
     Company serves as the investment manager.

     At December 31, 2003 and 2002, the carrying value of financial  instruments
     such as cash and cash equivalents,  accounts receivable, trade payables and
     long-term  debt  approximates  their fair values.  Fair value is determined
     based on expected  future cash flows,  discounted at market interest rates,
     and other appropriate valuation methodologies.

     The accompanying  unaudited  consolidated  financial statements reflect, in
     the opinion of management,  all adjustments (consisting of normal recurring
     items) necessary for a fair presentation,  in all material respects, of the
     financial position and results of operations for the periods presented. The
     preparation of financial  statements in accordance with generally  accepted
     accounting   principles   requires   management   to  make   estimates  and
     assumptions.  Such estimates and assumptions affect the reported amounts of
     assets and liabilities, the disclosure of contingent assets and liabilities
     at the  date of the  financial  statements  and  the  reported  amounts  of
     revenues and expenses  during the reporting  period.  Actual  results could
     differ  from those  estimates.  The results of  operations  for the interim
     periods are not necessarily indicative of the results for the entire year.

     The  financial  statements  include the accounts of the Company and through
     October,  18, 2002, its majority owned subsidiary,  Morgan.  Morgan has the
     following  subsidiaries:  Morgan Drive Away,  Inc.,  TDI, Inc.,  Interstate
     Indemnity Company, and Morgan Finance, Inc., all of which are wholly owned.
     Morgan Drive Away, Inc. has two subsidiaries, Transport Services Unlimited,
     Inc. and MDA Corp. Significant  intercompany accounts and transactions have
     been  eliminated  in  consolidation.  During  2002,  Morgan is treated as a
     discontinued  operations and previously  issued  financial  statements have
     been restated to reflect that presentation.

Note 2. Net assets of Discontinued Operation

     At December 31, 2003 and 2002,  the estimated  value of Morgan's  assets in
     liquidation were insufficient to satisfy its estimated obligations.

Note 3. Goodwill Impairment

     On  January 1, 2002,  Morgan  adopted  Statement  of  Financial  Accounting
     Standard No. 142, Goodwill and Other Intangible Assets (SFAS No. 142). This
     Standard  eliminates  goodwill  amortization  and requires an evaluation of
     goodwill for  impairment (at the reporting unit level) upon adoption of the
     Standard,  as well as subsequent  evaluations on an annual basis,  and more
     frequently if circumstances indicate a possible impairment. This impairment
     test is  comprised  of two steps.  The initial step is designed to identify
     potential goodwill impairment by comparing an estimate of the fair value of
     the applicable reporting unit to its carrying value, including goodwill. If
     the carrying  value exceeds fair value,  a second step is performed,  which
     compares the implied fair value of the applicable reporting unit's goodwill
     with the  carrying  amount  of that  goodwill,  to  measure  the  amount of
     goodwill   impairment,   if  any.  Upon  adoption,   Morgan  performed  the
     transitional  impairment test which resulted in an impairment of $2,290,000
     which is  classified  as a  cumulative  effect  of a change  in  accounting
     principle  for the year ended  December 31,  2002,  as required by SFAS No.
     142.

Note 4. Issuance of Non-transferable Warrants

     On December 12, 2001, Morgan issued  non-transferable  warrants to purchase
     shares of common stock to the holders of Class A and Class B common  stock.
     Each warrant  entitled the holder to purchase one share of their same class
     of  common  stock at an  exercise  price of $9.00  per  share  through  the
     expiration  date of December 12, 2006.  The Class A warrants  provided that
     the  exercise  price would be reduced to $6.00 per share during a Reduction
     Period of at least 30 days during the five-year exercise period.


                                      -12-
<PAGE>



     On  February  19,  2002,  Morgan's  Board of  Directors  agreed  to set the
     exercise  price  reduction  period  on the  Class A  warrants  to  begin on
     February  26,  2002 and to extend for 63 days,  expiring  on April 30, 2002
     (the "Reduction Period").  Morgan's Board of Directors agreed to reduce the
     exercise  price of the  warrants  to $2.25 per share,  instead of $6.00 per
     share, during the Reduction Period. Morgan's Board of Directors reduced the
     exercise price to $2.25 to give warrant holders the opportunity to purchase
     shares  at a price in the  range of  recent  trading  prices of the Class A
     common  stock.  All other  terms  regarding  the  warrants,  including  the
     expiration  date of the  warrants,  remain the same. As of the close of the
     temporary Reduction Period on April 30, 2002, Morgan received $535,331 with
     the exercise of 237,925 warrants at $2.25 each. The Company exercised 5,000
     of its warrants.  Subsequent  to the  exercise,  the Company owned 64.2% of
     Morgan's  equity   interest  and  77.6%  of  Morgan's   voting   ownership.
     Unexercised warrants remain outstanding and exercisable at $9.00 each.

Note 5. Income Taxes

     No  income  tax  benefit  has  recorded  in  the   accompanying   financial
     statements,  as the realization of such losses, for income tax purposes, is
     dependent  upon the  generation of future  taxable income during the period
     when such losses  would be  deductible.  Therefore,  the  recording  of the
     deferred tax asset of $1.5 million would be  inconsistent  with  applicable
     accounting rules.

Note 6. Segment Reporting

     As the  results of  operations  of the  Morgan  Group are  currently  being
     accounted  for as  discontinued  operation and the Holding  currently  have
     limited operations there is no Segment Reporting.

Note 7. Commitments and Contingencies

     Holding has not guaranteed  any of the  obligations of Morgan and it has no
     further commitment or obligation to fund any creditors.

Item 9.  Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
     Financial Disclosure.

     Not Applicable.

                                    PART III
                                    --------

Item 10. Directors and Executive Officers of the Registrant.

     The  following  table  sets  forth  the  name,  business  address,  present
principal occupation,  employment history, positions, offices or employments for
the past five years and ages as of March 25, 2004 for our executive officers and
directors.  Members  of the board are  elected  and serve for one year  terms or
until their successors are elected and qualify.
<TABLE>
<CAPTION>


<S>                <C>  <C>
Name               Age                  Position

Mario J. Gabelli   61   Chief Executive Officer and Director

Robert E. Dolan    52   Chief Financial Officer and Director

John Fikre .....   39   Vice President, Secretary and Director

</TABLE>

                                      -13-
<PAGE>



----------------------

     Mario J. Gabelli has served as Chairman,  Chief  Executive  Officer,  Chief
Investment  Officer  and a director of Gabelli  Asset  Management  Inc.  and its
predecessors since November 1976. In connection with those responsibilities,  he
serves as  director  or  trustee  and/or an  officer  of  registered  investment
companies  managed by  subsidiaries  of Gabelli Asset  Management.  Mr.  Gabelli
serves  as Vice  Chairman  and  Chief  Executive  Officer  of Lynch  Interactive
Corporation,  a public company engaged in multimedia; and Vice Chairman of Lynch
Corporation, a public company engaged in manufacturing. In addition, Mr. Gabelli
is the Chairman and Chief Executive  Officer of Gabelli Group Capital  Partners,
Inc., a private  company.  Mr. Gabelli also serves as a Governor of the American
Stock  Exchange;  Overseer of Columbia  University  Graduate School of Business;
Trustee of Fairfield  University,  Roger Williams University,  Winston Churchill
Foundation  and  E.L.  Wiegand  Foundation;  Director  of the  National  Italian
American Foundation and the  American-Italian  Cancer Foundation;  and Chairman,
Patron's Committee of Immaculate Conception School.

     Robert E. Dolan has served as Chief Financial  Officer of Lynch Interactive
Corporation  (September  1999 to present),  Director of Sunshine PCS Corporation
(November 2000 to present),  and Chief  Financial  Officer of Lynch  Corporation
(1993 to January 2000).

     John Fikre has served as Vice President--Corporate  Development,  Secretary
and General Counsel of Lynch Interactive Corporation since August 2001. Prior to
joining  Lynch  Interactive  Corporation,  Mr. Fikre was an associate at the law
firm of Willkie Farr & Gallagher.

Compensation of Directors

     The Company does not compensate its directors at the present time, although
it may do so in the  future.  The Company  does,  however,  indemnify  directors
pursuant to Delaware law and may reimburse them for certain  out-of-pocket costs
in connection with serving as directors.

Indemnification of Directors and Officers

     Under Section 145 of the Delaware General  Corporation Law, the Company has
broad powers to indemnify its directors and officers  against  liabilities  they
may  incur  in such  capacities.  The  Company's  certificate  of  incorporation
provides  that its directors and officers  shall be  indemnified  to the fullest
extent  permitted by the Delaware law. The  certificate  of  incorporation  also
provides that the Company  shall,  to the fullest  extent  permitted by Delaware
law, as amended from time to time, indemnify and advance expenses to each of its
currently acting and former directors, officers, employees and agents.

     Delaware law provides  that a  corporation  may limit the liability of each
director to the corporation or its  stockholders for monetary damages except for
liability:

o    for any breach of the director's  duty of loyalty to the corporation or its
     stockholders,

o    for  acts or  omissions  not in good  faith  or  that  involve  intentional
     misconduct or a knowing violation of law,

o    in respect of certain unlawful  dividend  payments or stock  redemptions or
     repurchases and

o    for any  transaction  which  the  director  derives  an  improper  personal
     benefit.

     The Company's certificate of incorporation provides for the elimination and
limitation of the personal  liability of its  directors for monetary  damages to
the fullest extent  permitted by Delaware law. In addition,  the  certificate of
incorporation  provides that if Delaware law is amended to authorize the further
elimination or limitation of the liability of a director,  then the liability of
our directors shall be eliminated or limited to the fullest extent  permitted by
Delaware  law, as amended.  The effect of this  provision  is to  eliminate  the
Company's rights and its stockholders rights,  through stockholders'  derivative
suits,  to  recover  monetary  damages  against  a  director  for  breach of the
fiduciary duty of care as a director,  except in the situations described above.
This  provision  does  not  limit  or  eliminate  the  Company's  rights  or its
stockholders'  rights  to seek  non-monetary  relief  such as an  injunction  or
rescission in the event of a breach of a director's duty of care.

                                      -14-
<page>
     Insofar as indemnification for liabilities arising under the Securities Act
of  1933,  as  amended,  may be  permitted  for  its  directors,  officers,  and
controlling persons,  pursuant to the foregoing  provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission  that  this  sort of  indemnification  is  against  public  policy as
expressed  in  the  Securities  Act  of  1933,  as  amended,  and  is  therefore
unenforceable.

     At present,  there is no pending litigation or proceeding  involving any of
our  directors,  officers,  employees  or agents where  indemnification  will be
required or permitted.

Item 11. Executive Compensation.

     The Company  does not pay any  compensation  to any person,  including  its
directors and executive officers.

Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
     Related Stockholder Matters.

     The  following  table sets forth  information  concerning  ownership of our
common  stock  as of  March  25,  2004  by  each  person  known  by us to be the
beneficial  owner of more than five percent of the common stock,  each director,
each executive officer,  and by all directors and executive officers as a group.
We believe  that each  stockholder  has sole voting  power and sole  dispositive
power with respect to the shares  beneficially  owned by him.  Unless  otherwise
indicated, the address of each person listed below is 401 Theodore Fremd Avenue,
Rye, New York 10580.
<TABLE>
<CAPTION>

                                          Number of Shares of
                                             Common Stock             Percent of
Beneficial Owner                          Beneficially Owned          Ownership

<S>                                           <C>                        <C>
Mario J. Gabelli ...................          858,384(1)                 28.1%

Robert E. Dolan ....................              579(2)                   **

John Fikre .........................                0                     0%

Lynch Interactive Corporation ......          235,294                     7.7%

All directors and executive officers
as a group (3 in total) ............          858,963                    28.1%
</TABLE>

-------------------

**   Less than 1%

(1)  Represents  283,090 shares of common stock owned  directly by Mr.  Gabelli,
     340,000  shares owned by a limited  partnership in which Mr. Gabelli is the
     general  partner and has  approximately  a 5% interest,  and 235,294 shares
     owned by Lynch  Interactive  Corporation (Mr. Gabelli is a "control person"
     of  Lynch  Interactive  Corporation  and  therefore  shares  owned by Lynch
     Interactive  Corporation  are set forth in the  table as also  beneficially
     owned by Mr. Gabelli).  Mr. Gabelli disclaims  beneficial  ownership of the
     shares owned by the partnership and Lynch Interactive  Corporation,  except
     for his interest therein.

(2)  Includes 70 shares  registered  in the name of Mr.  Dolan's  children  with
     respect to which Mr. Dolan has voting and  investment  power and 109 shares
     owned by Mr. Dolan through the Lynch Interactive Corporation 401(k) Savings
     Plan.

Item 13. Certain Relationships and Related Transactions.

     Each of our directors and officers is also an officer of Lynch  Interactive
Corporation.

                                      -15-
<page>

     On  December  18,  2001,  Lynch  Interactive  Corporation  made  a  capital
contribution to us of $500,000 and assigned to us a services  agreement with The
Morgan  Group,  Inc.  pursuant  to which The Morgan  Group,  Inc.  agreed to pay
$100,000 per year for certain  management  services.  The Morgan Group, Inc. has
not made any payments under this  agreement  since the first quarter of 2001 and
as a result of the  bankruptcy and  liquidation of its assets,  the Company does
not expect to recover any amounts due under such agreement.

     Immediately  after the spin-off,  Lynch  Interactive  Corporation  retained
235,294 shares of the Company's common stock,  which it held as escrow agent for
Cascade Investment LLC, the holder of an outstanding convertible promissory note
issued by Lynch Interactive  Corporation.  In the event that Cascade  Investment
LLC converted all or a portion of the principal  amount of that note into shares
of Lynch Interactive  Corporation common stock prior to December 10, 2004, Lynch
Interactive  Corporation would have transferred to Cascade  Investment LLC a pro
rata portion of those 235,294  shares of common stock,  depending on how much of
the principal  amount of such note was  converted,  to Cascade  Investment  LLC.
However,  on November 29, 2002,  Lynch  Interactive  repurchased  the  remaining
outstanding  principal  amount such notes from Cascade  Investment LLC and, as a
result,  the 235,294 shares will be retained by Lynch  Interactive  Corporation.
Lynch  Interactive  Corporation  has advised  the  Company  that it will sell or
dispose  of any  shares of our common  stock  retained  by it prior to the fifth
anniversary of the spin-off.

Item 14. Principal Accountant Fees and Services.

     The Company did not engage an  independent  auditor to audit its  financial
statements  for the year  ended  December  31,  2003 and did not incur any audit
fees, audit-related fees, tax fees or other fees.


                                     PART IV
                                     -------

Item 15. Exhibits, Financial Statements, Schedules And Reports On Form 8-K.


(a) The following documents are filed as part of this Report:

          (1)  Financial Statements.

                  See Item 8.

          (2)  Financial Statement Schedules.

                  None

          (3)  Exhibits.







                                      -16-
<PAGE>



Exhibit Number             Description

3.1      Certificate of Incorporation of the Company*

3.2      By-laws of the Company*

4.1  Revolving Credit and Term Loan Agreement, dated January 28, 1999, among The
     Morgan Group, Inc. and Subsidiaries and Bank Boston,  N.A., is incorporated
     by reference to Exhibit 4(1) to The Morgan Group,  Inc.'s Current Report on
     Form 8-K filed February 12, 1999.

4.2  Guaranty,  dated  January  28,  1999,  among The  Morgan  Group,  Inc.  and
     Subsidiaries  and BankBoston,  N.A. is incorporated by reference to Exhibit
     4(2) to The Morgan Group,  Inc.'s Current Report on Form 8-K filed February
     12, 1999.

4.3  Security  Agreement,  dated January 28, 1999, among The Morgan Group,  Inc.
     and  Subsidiaries  and  BankBoston,  N.A. is  incorporated  by reference to
     Exhibit 4(3) to The Morgan Group,  Inc.'s  Current Report on Form 8-K filed
     February 12, 1999.

4.4  Stock Pledge  Agreement,  dated  January 28, 1999,  among The Morgan Group,
     Inc. and Subsidiaries and BankBoston,  N.A. is incorporated by reference to
     Exhibit 4(4) to The Morgan Group,  Inc.'s  Current Report on Form 8-K filed
     February 12, 1999.

4.5  Revolving Credit Note, dated January 28, 1999, among The Morgan Group, Inc.
     and  Subsidiaries  and  BankBoston,  N.A. is  incorporated  by reference to
     Exhibit 4(5) to The Morgan Group,  Inc.'s  Current Report on Form 8-K filed
     February 12,1999.

4.6  Amendment  Agreement No. 1 to that Certain  Revolving  Credit Agreement and
     Term Loan Agreement among The Morgan Group,  Inc. and its  Subsidiaries and
     BankBoston  dated as of March 31,  2000,  is  incorporated  by reference to
     Exhibit 4.9 to The Morgan Group,  Inc.'s Annual Report on Form 10-K for the
     year ended December 31, 2000.

4.7  Amendment  Agreement No. 2 to that Certain  Revolving  Credit Agreement and
     Term Loan Agreement among The Morgan Group,  Inc. and its  Subsidiaries and
     BankBoston  dated as of November 10, 2000, is  incorporated by reference to
     Exhibit 4.10 to The Morgan Group, Inc.'s Annual Report on Form 10-K for the
     year ended December 31, 2000.

4.8  Form of Class A Warrant Certificate is incorporated by reference to Exhibit
     4.11 of Amendment No. 1 to The Morgan Group, Inc.'s Registration  Statement
     on Form S-2, File No. 333-63188, filed August 15, 2001.

4.9  Form of Warrant  Services  Agreement  between The Morgan  Group,  Inc.  and
     American Stock Transfer and Trust Company is  incorporated  by reference to
     Exhibit 4.12 of Amendment  No. 1 to The Morgan Group,  Inc.'s  Registration
     Statement on Form S-2, File No. 333-63188, filed August 15, 2001.

4.10 Revolving  Credit and Security  Agreement,  dated July 27, 2001, among GMAC
     Commercial   Credit  LLC,  Morgan  Drive  Away,  Inc.  and  TDI,  Inc.,  is
     incorporated  by  reference  to  Exhibit  4.1 to The Morgan  Group,  Inc.'s
     Quarterly  Report on Form 10-Q for the period  ended June 30,  2001,  filed
     August 14, 2001.

4.11 Guaranty,  dated July 27,  2001,  between The Morgan  Group,  Inc. and GMAC
     Commercial  Credit LLC, is  incorporated by reference to Exhibit 4.2 to The
     Morgan  Group,  Inc.'s  Quarterly  Report on Form 10-Q for the period ended
     June 30, 2001, filed August 14, 2001.

4.12 Letter of Credit Financing Supplement to Revolving Credit Agreement,  dated
     July 27, 2001,  among GMAC Commercial  Credit LLC, Morgan Drive Away, Inc.,
     and TDI,  Inc., is  incorporated  by reference to Exhibit 4.2 to The Morgan
     Group,  Inc.'s Quarterly Report on Form 10-Q for the period ended September
     30, 2001.

                                      -17-
<page>
4.13 Amendment to that certain  Revolving  Credit and Security  Agreement  among
     GMAC Commercial Credit,  LLC, Morgan Drive Away, Inc., and TDI, Inc., dated
     as of November 8, 2001, is  incorporated by reference to Exhibit 4.1 to The
     Morgan  Group,  Inc.'s  Quarterly  Report on Form 10-Q for the period ended
     September 30, 2001.

4.14 Mortgage, dated July 31, 2001, between Morgan Drive Away, Inc. and Old Kent
     Bank,  is  incorporated  by reference  to Exhibit 4.3 to The Morgan  Group,
     Inc.'s  Quarterly  Report on Form 10-Q for the period  ended June 30, 2001,
     filed August 14, 2001.

4.15 Guaranty,  dated July 31, 2001, between The Morgan Group, Inc. and Old Kent
     Bank,  is  incorporated  by reference  to Exhibit 4.4 to The Morgan  Group,
     Inc.'s  Quarterly  Report on Form 10-Q for the period  ended June 30, 2001,
     filed August 14, 2001.

10.1 Separation and  Distribution  Agreement,  dated as of December ___, 2001 by
     and among Lynch Interactive  Corporation,  Morgan Group Holding Co. and The
     Morgan Group, Inc.*

10.2 The Morgan Group, Inc. Incentive Stock Plan is incorporated by reference to
     Exhibit 10.1 to The Morgan  Group,  Inc.'s  Registration  Statement on Form
     S-1, File No. 33-641-22, effective July 22, 1993.

10.3 First  Amendment  to  The  Morgan  Group,  Inc.  Incentive  Stock  Plan  is
     incorporated  by  reference  to Exhibit  10.1 to The Morgan  Group,  Inc.'s
     Quarterly  Report on Form 10-Q for the period  ended  September  30,  1997,
     filed November 14, 1997.

10.4 Memorandum to Charles Baum and Philip Ringo from Lynch  Corporation,  dated
     December 8, 1992,  respecting  Bonus Pool, is  incorporated by reference to
     Exhibit 10.2 to The Morgan  Group,  Inc.'s  Registration  Statement on Form
     S-1, File No. 33-641-22, effective July 22, 1993.

10.5 Term Life Policy from  Northwestern  Mutual Life Insurance Company insuring
     Paul D.  Borghesani,  dated August 1, 1991, is incorporated by reference to
     Exhibit 10.4 to The Morgan  Group,  Inc.'s  Registration  Statement on Form
     S-1, File No. 33-641-22, effective July 22, 1993.

10.6 Long  Term  Disability  Insurance  Policy  from  Northwestern  Mutual  Life
     Insurance Company, dated March 1, 1990, is incorporated by reference to The
     Morgan  Group,  Inc.'s  Registration   Statement  on  Form  S-1,  File  No.
     33-641-22, effective July 22, 1993.

10.7 Long  Term  Disability  Insurance  Policy  from  CNA  Insurance  Companies,
     effective  January 1, 1998 is  incorporated by reference to Exhibit 10.6 to
     The  Morgan  Group,  Inc.'s  Annual  Report on Form 10-K for the year ended
     December 31, 1997, filed March 31, 1998.

10.8 The Morgan  Group,  Inc.  Employee  Stock  Purchase  Plan,  as amended,  is
     incorporated  by reference  to Exhibit  10.16 to The Morgan  Group,  Inc.'s
     Annual Report on Form 10-K for the year ended  December 31, 1994,  filed on
     March 30, 1995.

10.9 Consulting   Agreement   between  Morgan  Drive  Away,  Inc.  and  Paul  D.
     Borghesani,  effective as of April 1, 1996, is incorporated by reference to
     Exhibit 10.19 The Morgan  Group,  Inc.'s Annual Report on Form 10-K for the
     year ended December 31, 1995, filed on April 1, 1996.

10.10Employment  Agreement,  dated  January 12, 2000  between The Morgan  Group,
     Inc. and Anthony T.  Castor,  III is  incorporated  by reference to Exhibit
     10.9 to The Morgan  Group,  Inc.'s  Annual Report on Form 10-K for the year
     ended December 31, 1999.

10.11Non-Qualified  Stock  Option Plan and  Agreement,  dated  January 11, 2000,
     between The Morgan Group,  Inc. and Anthony T. Castor,  III is incorporated
     by reference to Exhibit 10.10 to The Morgan Group,  Inc.'s Annual Report on
     Form 10-K for the year ended December 31, 1999.

                                      -18-
<page>
10.12Management  Agreement  between  Skandia  International  and Risk Management
     (Vermont),  Inc. and Interstate Indemnity Company, dated December 15, 1992,
     is incorporated  by reference to Exhibit 10.12 to The Morgan Group,  Inc.'s
     Registration Statement on Form S-1, File No. 33-641-22,  effective July 22,
     1993.

10.13Agreement  for  the  Allocation  of  Income  Tax  Liability  between  Lynch
     Corporation and its Consolidated  Subsidiaries,  including The Morgan Group
     (formerly Lynch Services Corporation), dated December 13, 1988, as amended,
     is  incorporated  by reference to Exhibit  10.13 The Morgan  Group,  Inc.'s
     Registration Statement on Form S-1, File No. 33-641-22,  effective July 22,
     1993.

10.14Certain  Services   Agreement,   dated  January  1,  1995,   between  Lynch
     Corporation and The Morgan Group, Inc.*

---------------

*    Incorporated  by reference to the  exhibits to the  Company's  Registration
     Statement on Form S-1 (Registration No. 333-73996).

(b)  Reports on Form 8-K filed in the fourth  quarter of the period covered this
     Report.

     None.

(c)  Exhibits.

     See Item 15 (a)(3).

(d)  Financial Statement Schedules.

     None.



                                      -19-
<PAGE>



                                   SIGNATURES

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


MORGAN GROUP HOLDING CO.



By: /s/ Robert E. Dolan
    -------------------
        ROBERT E. DOLAN
        Chief Financial Officer
       (Principal Financial and Accounting Officer)

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

         Signature                      Capacity                     Date

<S>                           <C>                                <C>

/s/ Mario J. Gabelli              Chief Executive Officer         March 29, 2004
--------------------          (Principal Executive Officer)
MARIO J. GABELLI                      and Director

/s/ Robert E. Dolan              Chief Financial Officer          March 29, 2004
-------------------         (Principal Financial and Accounting
ROBERT E. DOLAN                    Officer and Director)

/s/ John Fikre                          Director                  March 29, 2004
-------------------
JOHN FIKRE


</TABLE>








                                      -20-

<PAGE>





                                  EXHIBIT INDEX

3.1  Certificate of Incorporation of the Company*

3.2  By-laws of the Company*

4.1  Revolving Credit and Term Loan Agreement, dated January 28, 1999, among The
     Morgan Group, Inc. and Subsidiaries and Bank Boston,  N.A., is incorporated
     by reference to Exhibit 4(1) to The Morgan Group,  Inc.'s Current Report on
     Form 8-K filed February 12, 1999.

4.2  Guaranty,  dated  January  28,  1999,  among The  Morgan  Group,  Inc.  and
     Subsidiaries  and BankBoston,  N.A. is incorporated by reference to Exhibit
     4(2) to The Morgan Group,  Inc.'s Current Report on Form 8-K filed February
     12, 1999.

4.3  Security  Agreement,  dated January 28, 1999, among The Morgan Group,  Inc.
     and  Subsidiaries  and  BankBoston,  N.A. is  incorporated  by reference to
     Exhibit 4(3) to The Morgan Group,  Inc.'s  Current Report on Form 8-K filed
     February 12, 1999.

4.4  Stock Pledge  Agreement,  dated  January 28, 1999,  among The Morgan Group,
     Inc. and Subsidiaries and BankBoston,  N.A. is incorporated by reference to
     Exhibit 4(4) to The Morgan Group,  Inc.'s  Current Report on Form 8-K filed
     February 12, 1999.

4.5  Revolving Credit Note, dated January 28, 1999, among The Morgan Group, Inc.
     and  Subsidiaries  and  BankBoston,  N.A. is  incorporated  by reference to
     Exhibit 4(5) to The Morgan Group,  Inc.'s  Current Report on Form 8-K filed
     February 12,1999.

4.6  Amendment  Agreement No. 1 to that Certain  Revolving  Credit Agreement and
     Term Loan Agreement among The Morgan Group,  Inc. and its  Subsidiaries and
     BankBoston  dated as of March 31,  2000,  is  incorporated  by reference to
     Exhibit 4.9 to The Morgan Group,  Inc.'s Annual Report on Form 10-K for the
     year ended December 31, 2000.

4.7  Amendment  Agreement No. 2 to that Certain  Revolving  Credit Agreement and
     Term Loan Agreement among The Morgan Group,  Inc. and its  Subsidiaries and
     BankBoston  dated as of November 10, 2000, is  incorporated by reference to
     Exhibit 4.10 to The Morgan Group, Inc.'s Annual Report on Form 10-K for the
     year ended December 31, 2000.

4.8  Form of Class A Warrant Certificate is incorporated by reference to Exhibit
     4.11 of Amendment No. 1 to The Morgan Group, Inc.'s Registration  Statement
     on Form S-2, File No. 333-63188, filed August 15, 2001.

4.9  Form of Warrant  Services  Agreement  between The Morgan  Group,  Inc.  and
     American Stock Transfer and Trust Company is  incorporated  by reference to
     Exhibit 4.12 of Amendment  No. 1 to The Morgan Group,  Inc.'s  Registration
     Statement on Form S-2, File No. 333-63188, filed August 15, 2001.

4.10 Revolving  Credit and Security  Agreement,  dated July 27, 2001, among GMAC
     Commercial   Credit  LLC,  Morgan  Drive  Away,  Inc.  and  TDI,  Inc.,  is
     incorporated  by  reference  to  Exhibit  4.1 to The Morgan  Group,  Inc.'s
     Quarterly  Report on Form 10-Q for the period  ended June 30,  2001,  filed
     August 14, 2001.

4.11 Guaranty,  dated July 27,  2001,  between The Morgan  Group,  Inc. and GMAC
     Commercial  Credit LLC, is  incorporated by reference to Exhibit 4.2 to The
     Morgan  Group,  Inc.'s  Quarterly  Report on Form 10-Q for the period ended
     June 30, 2001, filed August 14, 2001.

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<page>
4.12 Letter of Credit Financing Supplement to Revolving Credit Agreement,  dated
     July 27, 2001,  among GMAC Commercial  Credit LLC, Morgan Drive Away, Inc.,
     and TDI,  Inc., is  incorporated  by reference to Exhibit 4.2 to The Morgan
     Group,  Inc.'s Quarterly Report on Form 10-Q for the period ended September
     30, 2001.

4.13 Amendment to that certain  Revolving  Credit and Security  Agreement  among
     GMAC Commercial Credit,  LLC, Morgan Drive Away, Inc., and TDI, Inc., dated
     as of November 8, 2001, is  incorporated by reference to Exhibit 4.1 to The
     Morgan  Group,  Inc.'s  Quarterly  Report on Form 10-Q for the period ended
     September 30, 2001.

4.14 Mortgage, dated July 31, 2001, between Morgan Drive Away, Inc. and Old Kent
     Bank,  is  incorporated  by reference  to Exhibit 4.3 to The Morgan  Group,
     Inc.'s  Quarterly  Report on Form 10-Q for the period  ended June 30, 2001,
     filed August 14, 2001.

4.15 Guaranty,  dated July 31, 2001, between The Morgan Group, Inc. and Old Kent
     Bank,  is  incorporated  by reference  to Exhibit 4.4 to The Morgan  Group,
     Inc.'s  Quarterly  Report on Form 10-Q for the period  ended June 30, 2001,
     filed August 14, 2001.

10.1 Separation and  Distribution  Agreement,  dated as of December ___, 2001 by
     and among Lynch Interactive  Corporation,  Morgan Group Holding Co. and The
     Morgan Group, Inc.*

10.2 The Morgan Group, Inc. Incentive Stock Plan is incorporated by reference to
     Exhibit 10.1 to The Morgan  Group,  Inc.'s  Registration  Statement on Form
     S-1, File No. 33-641-22, effective July 22, 1993.

10.3 First  Amendment  to  The  Morgan  Group,  Inc.  Incentive  Stock  Plan  is
     incorporated  by  reference  to Exhibit  10.1 to The Morgan  Group,  Inc.'s
     Quarterly  Report on Form 10-Q for the period  ended  September  30,  1997,
     filed November 14, 1997.

10.4 Memorandum to Charles Baum and Philip Ringo from Lynch  Corporation,  dated
     December 8, 1992,  respecting  Bonus Pool, is  incorporated by reference to
     Exhibit 10.2 to The Morgan  Group,  Inc.'s  Registration  Statement on Form
     S-1, File No. 33-641-22, effective July 22, 1993.

10.5 Term Life Policy from  Northwestern  Mutual Life Insurance Company insuring
     Paul D.  Borghesani,  dated August 1, 1991, is incorporated by reference to
     Exhibit 10.4 to The Morgan  Group,  Inc.'s  Registration  Statement on Form
     S-1, File No. 33-641-22, effective July 22, 1993.

10.6 Long  Term  Disability  Insurance  Policy  from  Northwestern  Mutual  Life
     Insurance Company, dated March 1, 1990, is incorporated by reference to The
     Morgan  Group,  Inc.'s  Registration   Statement  on  Form  S-1,  File  No.
     33-641-22, effective July 22, 1993.

10.7 Long  Term  Disability  Insurance  Policy  from  CNA  Insurance  Companies,
     effective  January 1, 1998 is  incorporated by reference to Exhibit 10.6 to
     The  Morgan  Group,  Inc.'s  Annual  Report on Form 10-K for the year ended
     December 31, 1997, filed March 31, 1998.

10.8 The Morgan  Group,  Inc.  Employee  Stock  Purchase  Plan,  as amended,  is
     incorporated  by reference  to Exhibit  10.16 to The Morgan  Group,  Inc.'s
     Annual Report on Form 10-K for the year ended  December 31, 1994,  filed on
     March 30, 1995.

10.9 Consulting   Agreement   between  Morgan  Drive  Away,  Inc.  and  Paul  D.
     Borghesani,  effective as of April 1, 1996, is incorporated by reference to
     Exhibit 10.19 The Morgan  Group,  Inc.'s Annual Report on Form 10-K for the
     year ended December 31, 1995, filed on April 1, 1996.

10.10Employment  Agreement,  dated  January 12, 2000  between The Morgan  Group,
     Inc. and Anthony T.  Castor,  III is  incorporated  by reference to Exhibit
     10.9 to The Morgan  Group,  Inc.'s  Annual Report on Form 10-K for the year
     ended December 31, 1999.

                                      -22-
<page>
10.11Non-Qualified  Stock  Option Plan and  Agreement,  dated  January 11, 2000,
     between The Morgan Group,  Inc. and Anthony T. Castor,  III is incorporated
     by reference to Exhibit 10.10 to The Morgan Group,  Inc.'s Annual Report on
     Form 10-K for the year ended December 31, 1999.

10.12Management  Agreement  between  Skandia  International  and Risk Management
     (Vermont),  Inc. and Interstate Indemnity Company, dated December 15, 1992,
     is incorporated  by reference to Exhibit 10.12 to The Morgan Group,  Inc.'s
     Registration Statement on Form S-1, File No. 33-641-22,  effective July 22,
     1993.

10.13Agreement  for  the  Allocation  of  Income  Tax  Liability  between  Lynch
     Corporation and its Consolidated  Subsidiaries,  including The Morgan Group
     (formerly Lynch Services Corporation), dated December 13, 1988, as amended,
     is  incorporated  by reference to Exhibit  10.13 The Morgan  Group,  Inc.'s
     Registration Statement on Form S-1, File No. 33-641-22,  effective July 22,
     1993.

10.15Certain  Services   Agreement,   dated  January  1,  1995,   between  Lynch
     Corporation and The Morgan Group, Inc.*

-----------------

*    Incorporated  by reference to the  exhibits to the  Company's  Registration
     Statement on Form S-1 (Registration No. 333-73996).


The Exhibits  listed above have been filed  separately  with the  Securities and
Exchange  Commission in conjunction with this Annual Report on Form 10-K or have
been  incorporated  by reference  into this Annual  Report on Form 10-K.  Morgan
Group  Holding Co. will furnish to each of its  shareholders  a copy of any such
Exhibit for a fee equal to Morgan Group Holding  Co.'s cost in  furnishing  such
Exhibit.  Requests  should be addressed to the Office of the  Secretary,  Morgan
Group Holding Co., 401 Theodore Fremd Avenue, Rye, New York 10580.















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