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

                                    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, 2004    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, 2004, 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, 2005.

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

<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.
("Morgan").  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.  Morgan  managed  the  delivery  of
manufactured homes, commercial vehicles and specialized equipment.

     Unfortunately,   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, 2004, the
Debtors were continuing to conduct an orderly liquidation of their assets.

     Effective October 15, 2002, the shares of Morgan, 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,   Morgan  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 Morgan 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.

Risk Factors That May Affect Future Results

     The Company  operates in a rapidly  changing  environment  that  involves a
number of risks, some of which are beyond the Company's  control.  The following
discussion highlights the most material of the risks.

     We have no substantial assets for operations.

     As of December 31, 2004, the Company's only assets consisted of $401,000 in
cash and an  unrecognized  asset relating to capital loss carry forward of about
$4 million.  This amount is  insufficient  to maintain  commercially  reasonable
operations. In addition, the Company has no product to sell and has no revenue.

     We need additional financing.

     The Company has very limited  funds,  and such funds may not be adequate to
take advantage of any available  business  opportunities.  Even if the Company's
currently  available funds prove to be sufficient until it is able to acquire an
interest in, or complete a transaction with, a business opportunity,  such funds
will not be  sufficient  to enable it to exploit  the  opportunity.  There is no
assurance  that  additional  capital  will be  available  from any source or, if
available,  that it can be  obtained  on terms  acceptable  to the  Company.  If
additional funds are not available,  the Company's operations will be limited to
those that can be financed with its modest capital.

<Page>

     There are conflicts of interest  inherent in our existence as a company and
acquisition candidate.

     Certain  conflicts of interest  exist  between the Company and its officers
and directors.  Such  individuals  have other  business  interests to which they
currently devote attention, and are expected to continue to do so. Consequently,
conflicts of interest may arise that can be resolved only through their exercise
of judgment in a manner which is consistent with their  fiduciary  duties to the
Company.

     It is anticipated  that the Company's  principal  stockholders may actively
negotiate  or  otherwise  consent to the  purchase of a portion of their  common
stock as a condition to, or in connection with, a proposed merger or acquisition
transaction.  In this process, the Company's principal stockholders may consider
their own  personal  pecuniary  benefit  rather than the best  interest of other
Company  stockholders.  Depending  upon the  nature of a  proposed  transaction,
Company  stockholders other than the principal  stockholders may not be afforded
the opportunity to approve or consent to a particular transaction.

     There is no assurance of success or profitability.

     There is no assurance  that the Company  will acquire a favorable  business
opportunity. Should the Company become involved in a business opportunity, there
is no assurance  that it will generate  revenues or profits,  or that the market
price of the Company's outstanding shares will be increased thereby.

     The  potential  business  opportunity  has not been  identified  and may be
highly risky.

     The Company has not  identified,  nor has it initiated,  any commitments to
enter into or acquire a specific business  opportunity.  As a result, it is only
able to make general disclosures concerning the risks and hazards of acquiring a
business opportunity,  rather than providing disclosure with respect to specific
risks and hazards.  As a general  matter,  prospective  investors can expect any
potential business opportunity to be quite risky.

         The type of business opportunity that may be acquired presents certain
risks.

     The  type of  business  to be  acquired  may be one that  desires  to avoid
effecting  its  own  public  offering  and  the  accompanying  expense,  delays,
uncertainties,  and  onerous  federal  and state  requirements.  Because  of the
Company's  limited  capital,  it is more likely than not that any acquisition by
the Company will involve other parties whose primary interest is the acquisition
of control of a publicly  traded  company.  Moreover,  any business  opportunity
acquired may be currently unprofitable or present other negative factors.

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 2004.


                                      -3-
<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>

                                                         High                 Low
                                                         ----                 ---
2004 Fiscal Year
----------------
<S>                                                    <C>                <C>
First Quarter ............................             $    0.10          $    0.10
Second Quarter ...........................             $    0.10          $    0.06
Third Quarter ............................             $    0.07          $    0.06
Fourth Quarter ...........................             $    0.08          $    0.07

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, 2005, there were approximately 815 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.


                                      -4-
<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)
                                                               ---------------------------------------------------
                                                                  2004       2003        2002      2001       2000
                                                               ---------------------------------------------------

<S>                                                              <C>        <C>        <C>        <C>       <C>
Administrative expenses ......................................   $    (2)   $   (35)   $   (64)   $  --      $  --
Investment income ............................................         4          3          6       --         --
                                                                 -------    -------    -------    -------    ------
  Income (loss) from continuing operations ...................         2        (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) respectively,
  and minority interests of $--, $--, $3,021, $603, and $2,133       --         --      (5,358)      (854)   (2,492)
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 income (loss) .........................................  $     2    $   (32)   $(4,802)   $  (854)   $(2,492)
                                                                 =======    =======    =======    =======    =======

Basic and diluted loss per share:
Income (loss) from continuing operations ......................  $  0.00    $ (0.01)   $ (0.02)    $ --      $ --
Loss from operations before cumulative effect of
  accounting  change of The Morgan Group, Inc. ................      --         --       (1.75)     (0.28)    (0.82)
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 income (loss) per common share ........................   $  0.00    $ (0.01)   $ (1.57)   $(0.28)   $(0.82)
                                                                  =======    =======    =======    =======    ======

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

</TABLE>
<TABLE>
<CAPTION>


                                                                                  December 31, (1)
                                                              ---------------------------------------------------
                                                                  2004       2003       2002       2001      2000
                                                              ---------------------------------------------------

<S>                                                                 <C>        <C>        <C>        <C>        <C>
Cash ............................................................ $   401    $   399    $   433    $   500   $  --
Total Assets .................................................... $   401    $   399    $   433    $ 5,235   $ 3,661
Stockholders Equity ............................................. $   401    $   399    $   431    $ 5,235   $  --
Equity, Investments by and advances from Lynch
   Interactive Corporation ...................................... $  --      $  --      $  --      $  --     $ 3,661
</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

                                      -5-
<page>

     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.

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 of 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 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.  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 Morgan'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, 2004, the Company's only assets consisted of $401,000 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 $50,000 per
year.

Results of Operations

     For the year ended December 31, 2004, the Company  incurred  administrative
expenses of $2,000 as  compared  to $35,000 in 2003 and $64,000  during the year
ended December 31, 2002, when additional  non-recurring  professional  fees were
incurred.

     Investment  income of $4,000,  $3,000 and  $6,000 was  recorded  during the
three years ended  December 31, 2004  respectively  as a result of the Company's
investment in a United States Treasury money market fund.


                                      -6-
<PAGE>

Item 8. Financial Statements and Supplementary Data.

Financial Statements

     Balance Sheets as of
     December 31, 2004 and December 31, 2003

     Statements of Operations for the
     Three Years Ended December 31, 2004

     Statements of Cash Flows for the
     Three Years Ended December 31, 2004

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

     Notes to Financial
     Statements as of December 31, 2004

                                      -7-
<PAGE>

<TABLE>
<CAPTION>

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

                                                   December 31,
                                                 ------------------
                                                  2004       2003
                                                 ------------------
ASSETS
<S>                                             <C>        <C>
Current assets:
Cash and cash equivalents ...................   $   401    $   399
                                                -------    -------
   Total current assets .....................       401        399
Net assets of  The Morgan Group, Inc. .......      --         --
                                                -------    -------
   Total assets .............................   $   401    $   399
                                                =======    =======

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Current liabilities:
Accrued expenses ............................   $  --      $  --
                                                -------    -------
   Total current liabilities ................      --         --
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 .........................    (5,241)    (5,243)
                                                -------    -------
   Total shareholders' equity ...............       401        399
                                                -------    -------
   Total liabilities and shareholders' equity   $   401    $   399
                                                =======    =======

</TABLE>

     See notes to financial statements

                                      -8-
<PAGE>

<TABLE>
<CAPTION>

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

                                                                        Year Ending December 31,
                                                                    ------------------------------
                                                                      2004         2003       2002
                                                                    ------------------------------
<S>                                                                 <C>        <C>        <C>
Administrative expenses .........................................   $    (2)   $   (35)   $   (64)
Investment income ...............................................         4          3          6
                                                                    -------    -------    -------
  Income (loss) from continuing operations ......................         2        (32)       (58)
                                                                    -------    -------    -------

Discontinued operations (Notes 1 and 2):
Income (loss) from operations before cumulative effect of
  accounting change of The Morgan Group, Inc. - net of
  income tax benefit (provision) of $1,125 and minority interests
  of $3,021 .....................................................      --         --       (5,358)
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 income (loss) ...........................................   $     2    $   (32)   $(4,802)
                                                                    =======    =======    =======

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

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

</TABLE>

See accompanying notes

                                      -9-
<PAGE>

<TABLE>
<CAPTION>

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

                                                            Year Ending December 31,
                                                         -----------------------------
                                                             2004       2003      2002
                                                         -----------------------------
<S>                                                        <C>       <C>        <C>
Operating activities:
   Net Profit (loss) ...................................   $     2   $   (32)   $(4,802)
    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
                                                           -------   -------    -------
     Net cash provided by (used in) operating activities         2       (34)    (1,718)
                                                           -------   -------    -------

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

Financing activities:
   Financing activities relating to operations of The
    Morgan Group, Inc. .................................      --        --        1,209
                                                           -------   -------    -------
Net cash provided by financing activities ..............      --        --        1,198
                                                           -------   -------    -------
Net increase (decrease) in cash and equivalents ........         2       (34)       (67)
Cash and cash equivalents at beginning of period .......       399       433        500
                                                           -------   -------    -------
Cash and cash equivalents at end of period .............   $   401   $   399    $   433
                                                           =======   =======    =======

</TABLE>

  See accompanying  notes

                                      -10-
<PAGE>


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


<TABLE>
<CAPTION>


                                        Common                  Additional
                                         Stock      Common        Paid-in        Accumulated
                                      Outstanding    Stock        Capital          Deficit         Total
                                      -------------------------------------------------------------------

<S>                                  <C>           <C>           <C>            <C>            <C>
Balance at January 1, 2002 .......   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
                                     ---------     ---------     ---------      ---------      ---------
December 31, 2003 ................   3,055,345          30   $       5,612     $   (5,243)     $     399
                                     ---------     ---------     ---------      ---------      ---------

Net income for year ended December
31,2004 ..........................        --            --            --                2              2
                                     ---------     ---------     ---------      ---------      ---------
  December 31, 2004 ..............   3,055,045     $      30         $5612      $  (5,241)     $     401
                                     =========     =========     =========      =========      =========
</TABLE>

  See accompanying notes.

                                      -11-

<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.

          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.

          At  December  31,  2004 and 2003  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,  2004 and  2003,  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

                                      -12-
<Page>

     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  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, 2004 and 2003, 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.

          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.

                                      -13-

<Page>

Note 5. Income Taxes
        ------------

          No income tax benefit has been 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.



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

Mario J. Gabelli                  62        Chief Executive Officer and Director

Robert E. Dolan                   53        Chief Financial Officer and Director


                                      -14-
<PAGE>

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

     Mario J.  Gabelli has served as  Chairman  and Chief  Executive  Officer of
Lynch  Interactive since December 2004 (and also from September 1999 to December
2002) and Vice  Chairman  and Chief  Executive  Officer  from  December  2002 to
December  2004.  He is also the Vice  Chairman  (and from  1986 to  August  2001
Chairman and Chief  Executive  Officer) of Lynch  Corporation;  Chairman,  Chief
Executive  Officer,  Chief  Investment  Officer and a director of Gabelli  Asset
Management  Inc. and its  predecessors  (since November 1976) (and 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);  and Chairman and Chief Executive  Officer of Gabelli Group Capital
Partners, Inc., a private company.

     Robert E. Dolan has served as Chief  Financial  Officer since January 2004;
Chief  Financial  Officer and  Controller  from  September 1999 to January 2004;
Chief  Financial  Officer  (1992-2000)  and  Controller   (1990-2000)  of  Lynch
Corporation.

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.

     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 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.

                                      -15-
<Page>

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)                       **

Lynch Interactive Corporation ......           235,294                     9.7%

All directors and executive officers
as a group (2 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 .625% 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.

     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

                                      -16-
<Page>

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,  2004 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.


                                      -17-
<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.

                                      -18-
<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.

                                      -19-
<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)  Exhibits.

          See Item 15 (a)(3).

     (c)  Financial Statement Schedules.

          None.

                                      -20-
<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.

   Signature                      Capacity                               Date



/s/ Mario J. Gabelli        Chief Executive Officer               March 31, 2005
--------------------        (Principal Executive Officer)
MARIO J. GABELLI            and Director



/s/ Robert E. Dolan        Chief Financial Officer (Principal     March 31, 2005
--------------------        Financial and Accounting Officer)
ROBERT E. DOLAN            and Director




                                      -21-
<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.

                                      -22-
<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.

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.