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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, 2002    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
ncorporation 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, 2002, the aggregate market value of the  Registrant's  voting and
nonvoting   common  equity  held  by   non-affiliates   of  the  Registrant  was
approximately   $126,300,   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 26, 2003.


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


<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,   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, 2002, the
Debtors were conducting 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 capital loss of about $4.0
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.

     The Company's  Annual Meeting of  Stockholders  was held on August 9, 2002.
Votes were cast with respect to the election of three  directors of the Board of
Directors to serve until the 2003 Annual Meeting of Stockholders as follows:

                                                    Number of Shares of
                    Number of Shares of        ommon Stock as to which Authority
Nominees          Common Stock Voted in Favor       to Vote was Withheld
--------           ---------------------------      --------------------
Mario J. Gabelli        1,583,849                         10,812
Robert E. Dolan         1,583,849                         10,812
John Fikre .....        1,583,849                         10,812



<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.

                                                Low         High
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

     As of March 26, 2003, there were approximately 840 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.


<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)
                                                           -------------- ------------ ------------ ------------- -------
                                                                 2002        2001         2000          1999       1998
                                                           -------------- ------------ ------------ ------------- -------

<S>                                                           <C>             <C>            <C>          <C>         <C>
Administrative expenses ...................................   $   (64)        $--            $--          $--         $--
Investment income .........................................         6          --             --           --          --
                                                              -------      -------          ------       -------    ------
Loss from continuing operations ...........................       (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), $(187) and $(594) respectively, and minority
interests of $3,021, $603, $2,133, $(28) and $(461)
respectively...............................................    (5,358)      (854)          (2,492)         (3)       420
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 ...............................................  $(4,802)     $(854)         $(2,492)        $(3)       $420
                                                               =======      =======        =======         =======    ======
Basic and diluted loss per share:
Loss from continuing operations ............................  $ (0.02)      $--            $--             $--        $--
Loss from operations before cumulative effect of
accounting  change of The Morgan Group, Inc. ...............    (1.75)     (0.28)            (0.82)        (0.00)     $0.14
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 ..............................  $ (1.57)      $ (0.28)       $(0.82)         $(0.00)    $0.14
                                                              =======       =======        =======         =======    ======

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

                                                                                    December 31, (l)
                                                             -------        -------    ------   -------    ------
                                                               2002          2001       2000     1999       1998
                                                             -------        -------    ------   -------    ------

Cash ........................................................$ 433          $ 500      $--      $--       $--
Total Assets ................................................$ 433          $ 5,235    $3,661   $6,171    $6,486
Stockholders Equity .........................................$ 431          $ 5,235    $--      $--       $--
Equity, Investments by and advances from Lynch
   Interactive Corporation ..................................$--            $--        $3,661   $ 6,171   $6,486

<FN>

(l)  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, 2001, 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 liquidation basis
     of accounting and the Company deconsolidated Morgan at that point.

</FN>
</TABLE>



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 235,274 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.

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, 2002, the Company's only assets consisted of $433,000 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 $50,000 to $100,000 per year.

Results of Operations

For the year ended  December  31,  2002,  the  Company  incurred  administrative
expenses  of  $64,000.  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..

Item 8. Financial Statements and Supplementary Data.

Financial Statements

           Balance Sheets as of
           December 31, 2002 and December 31, 2001

           Statements of Operations for the
           Three Years Ended December 31, 2002

           Statements of Cash Flows for the
           Three Years Ended December 31,2002

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

           Notes to Financial
           Statements as of December 31, 2002


<PAGE>




                            Morgan Group Holding Co.
                                 Balance Sheets
          (Dollars and shares in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                   December 31,
                                               -----------------------
                                                2002          2001
                                               -----------------------
<S>                                            <C>        <C>
ASSETS
Current assets:
Cash and cash equivalents ...................   $   433    $   500
                                                -------    -------
   Total current assets .....................       433        500
Net assets of  The Morgan Group, Inc. .......      --        4,735
                                                -------    -------
   Total assets .............................   $   433    $ 5,235
                                                =======    =======

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      5,614
Accumulated deficit .........................    (5,211)      (409)
                                                -------    -------
   Total shareholders' equity ...............       431      5,235
                                                -------    -------
   Total liabilities and shareholders' equity   $   433    $ 5,235
                                                =======    =======
</TABLE>

See notes to financial statements.


<PAGE>




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

<TABLE>
<CAPTION>

                                                                          December 31,
                                                                ----------------------------
                                                                  2002       2001      2000
                                                                ----------------------------

<S>                                                               <C>        <C>        <C>
Administrative expenses .......................................   $   (64)   $--        $--
Investment income .............................................         6     --         --
                                                                  -------    ------   -------
Loss from continuing operations ...............................       (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, $910, and $(2,277),
  respectively, and minority interests of $3,021, $603, and
  $2,133, respectively ........................................    (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 the liquidation basis of accounting
  at The Morgan Group, Inc. ...................................     2,182      --        --
                                                                  -------    ------   -------
    Net loss ..................................................   $(4,802)   $ (854)  $(2,492)
                                                                  =======    ======   =======

Basic and diluted loss per share:
Loss from continuing operations ...............................   $ (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 the liquidation basis of accounting
  at The Morgan Group Inc. ....................................      0.71      --        --
                                                                  =======    ======   =======
    Net loss per common share .................................   $ (1.57)   $(0.28)  $ (0.82)
                                                                  =======    ======   =======
                Weighted average shares outstanding ...........     3,055     3,055     3,055
</TABLE>

See accompanying notes


<PAGE>



                            Morgan Group Holding Co.
                            Statements of Cash Flows
                             (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                   December 31,
                                                          -------------------------------
                                                           2002       2001       2000
                                                          -------------------------------
<S>                                                        <C>        <C>        <C>
Operating activities:
   Net loss ............................................   $(4,802)   $  (854)   $(2,492)
    Adjustments to reconcile net loss to net
     cash used in operating activities:
     Increase in accrued expenses ......................         2       --         --
     Non-cash items and changes in operating assets
     and liabilities relating to the operations of The
     Morgan Group, Inc. ................................     3,082      1,363      3,365
                                                           -------    -------    -------
     Net cash provided by (used in) operating activities    (1,718)       509        873
                                                           -------    -------    -------

Investing activities:
   Investment in the Morgan Group Inc. .................       (11)    (2,000)      --
   Other ...............................................      --         --           18
   Investing activities relating to operations of The
   Morgan Group, Inc. ..................................       453       (753)      (124)
                                                           -------    -------    -------
   Net cash provided by (used in) investing activities .       442     (2,753)      (106)
                                                           -------    -------    -------

Financing activities:
   Investment by and advances from(to)Lynch Interactive
      Corporation ......................................      --        2,500        (18)
   Financing activities relating to operations of The
    Morgan Group, Inc. .................................     1,209        244       (749)
                                                           -------    -------    -------
Net cash provided by (used in) financing activities ....     1,198      2,744       (767)
                                                           -------    -------    -------
Net increase (decrease) in cash and equivalents ........       (67)       500       --
Cash and cash equivalents at beginning of period .......       500       --         --
                                                           -------    -------    -------
Cash and cash equivalents at end of period .............   $   433    $   500      $--
                                                           =======    =======    =======
</TABLE>

  See accompanying  notes


<PAGE>



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

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

<S>                <C>                    <C>          <C>          <C>           <C>         <C>                <C>
Balance at January 1, 2000 .......        $--          $--          $--           $--         $    3,661         $    3,661
Capital transactions of The Morgan
  Group, Inc. ....................         --           --           --            --                (72)               (72)
Investment by Lynch Interactive
   Corporation ...................         --           --           --            --              2,000              2,000
Net loss through December 18,
                              2001         --           --           --            --               (445)              (445)
Issuance of shares to 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
                                     ==========   ==========   ==========    ==========       ==========         ==========

  See accompanying notes.



<PAGE>
<FN>


                            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
          liquid nature.

          At  December  31,  2002 and  2001,  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.
</FN>
</TABLE>

     Certain  2001  amounts  have  been  reclassified  to  conform  to the  2002
presentation.

Note 2. Net assets of Discontinued Operation

At December 31, 2002, the estimated value of Morgan's assets in liquidation were
insufficient to satisfy its estimated  obligations.  Net  assets(liabilities) of
the Morgan at December 31, 2001 are as follows:
<TABLE>
<CAPTION>

<S>                                                 <C>
ASSETS
Current assets:
Cash and cash equivalents .......................   $  1,017
Investments - restricted ........................      2,624
Accounts receivable .............................      6,322
Refundable taxes ................................        591
Prepaid insurance and other current assets ......      2,203
                                                    --------
    Total current assets ........................     12,757
Property and equipment - net ....................      3,339
Goodwill and non-compete agreements, net ........      6,256
Other assets ....................................        132
                                                    --------
    Total assets ................................     22,484

LIABILITIES
Current liabilities:
Trade accounts payable ..........................     (4,505)
Notes payable to banks ..........................       (580)
Accrued liabilities .............................     (2,500)
Accrued claims payable ..........................     (3,028)
Refundable deposits .............................       (675)
Current portion of long-term debt ...............       (169)
                                                    --------
    Total current liabilities ...................    (11,457)
Long-term debt less current portion .............        (13)
Long-term accrued claims payable ................     (4,078
                                                    --------
    Total liabilities ...........................    (15,540)
                                                    --------
Net assets (liabilities) before minority interest      6,936
MINORITY INTERESTS ..............................     (2,201)
                                                    --------
Net assets (liabilities) attributable to Holding    $  4,735
                                                    ========
<FN>


Note 3.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.

Note 4 . 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 5. 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 6. 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.

          None.
</FN>
</TABLE>

<PAGE>

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 24, 2003 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>

Name ...........   Age  Position

<S>                <C>  <C>
Mario J. Gabelli   60   Chief Executive Officer and Director

Robert E. Dolan    51   Chief Financial Officer and Director

John Fikre .....   38   Vice President, Secretary and Director
</TABLE>

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

     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.

     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  26,  2003  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                       529(2)                  **

John Fikre                              --                  --

Lynch Interactive Corporation     235,294                   7.7%

All directors and executive
 officers as a group (3 in total) 858,963                  28.1%


-------------------
<FN>

**   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 258 shares
     owned by Mr. Dolan through the Lynch Interactive Corporation 401(k) Savings
     Plan.
</FN>
</TABLE>

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 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. Controls And Procedures.

(a)  Evaluation of disclosure controls and procedures.

          Our chief executive officer and chief financial officer have evaluated
          the  effectiveness  of  the  Registrant's   disclosure   controls  and
          procedures  (as  defined  in  Rules  13a-14(c)  and  15d-14(c)  of the
          Securities  Exchange  Act of 1934 (the  "Act")) as of a date within 90
          days of the filing date of this annual report  (Evaluation Date). They
          have  concluded  that, as of the  Evaluation  Date,  the  Registrant's
          disclosure  controls and  procedures  were  adequate and  effective to
          ensure that information  required to be disclosed by the Registrant in
          the  reports  that if  files or  submits  under  the Act is  recorded,
          processed,  summarized and reported, within the time periods specified
          in the rules and forms of the Securities and Exchange Commission.

(b)  Changes in internal controls.

          There  were  no  significant  changes  in  the  Registrant's  internal
          controls or in other  factors  that could  significantly  affect these
          controls  subsequent  to the  Evaluation  Date,  nor  were  there  any
          significant  deficiencies  or material  weaknesses  in these  controls
          requiring corrective actions.

                                     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.



<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.

     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.

     10.14Certain  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
          by this Report.

     The Company  filed one report on Form 8-K during the fourth  quarter of the
fiscal year ended  December 31, 2002. The Form 8-K was filed on November 1, 2002
under Item 5 - Other Events and Regulation FD Disclosure

     (c)  Exhibits.

          See Item 15 (a)(3).

     (d)  Financial Statement Schedules.

          None.
<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

     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 31, 2003
    ----------------
   MARIO J. GABELLI                 (Principal Executive Officer)
                                     and Director


/s/ Robert E. Dolan                 Chief Financial Officer      March 31, 2003
-------------------                (Principal and Accounting
ROBERT E. DOLAN                     Officer) and Director



/s/ John Fikre                      Director                     March 31, 2003
--------------
   JOHN FIKRE

</TABLE>


<PAGE>



CERTIFICATIONS

I, Mario J. Gabelli, certify that:


1.   I have  reviewed  this annual  report on Form 10-K of Morgan Group  Holding
     Co.;


2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;


3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;


4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:


a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;


b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and


c)   presented in this annual report our conclusions  about the effectiveness of
     the disclosure  controls and  procedures  based on our evaluation as of the
     Evaluation Date;


5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):


a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and


b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and


6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Date:  March 31, 2003


/s/ Mario J. Gabelli
--------------------
MARIO J. GABELLI,
Chief Executive Officer of
Morgan Group Holding Co.


<PAGE>






I, Robert E. Dolan, certify that:


1.   I have  reviewed  this annual  report on Form 10-K of Morgan Group  Holding
     Co.;


2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;


3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;


4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:


a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;


b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and


c)   presented in this annual report our conclusions  about the effectiveness of
     the disclosure  controls and  procedures  based on our evaluation as of the
     Evaluation Date;


5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):


a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and


b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and


6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Date:  March 31, 2003



/s/ Robert E. Dolan
-------------------
ROBERT E. DOLAN,
Chief Financial Officer of
Morgan Group Holding Co.




<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.

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.


<PAGE>

           Supplemental Information to be Furnished With Reports Filed
  Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered
                  Securities Pursuant to Section 12 of the Act

     (a)(2) Proxy  statement  and form of proxy sent to  registratnt's  security
          holders with respect to annual meeting of stockholders:

                            MORGAN GROUP HOLDING CO.
                             ----------------------
                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD AUGUST 9, 2002
                             ----------------------



To the Stockholders:

NOTICE IS  HEREBY  GIVEN  that the 2002  Annual  Meeting  of  Stockholders  (the
"Meeting") of MORGAN GROUP HOLDING CO., a Delaware  corporation (the "Company"),
will be held at 4:30 p.m.,  local time, on Friday,  August 9, 2002, at the Bruce
Museum, One Museum Drive, Greenwich, Connecticut, for the following purposes:

          (1)  To elect three  members of the Board of  Directors to serve until
               the  next  annual  meeting  of   stockholders   and  until  their
               successors have been duly elected and qualify; and

          (2)  To transact such other business as may properly be brought before
               the Meeting or any adjournment thereof.

The Board of Directors  has fixed the close of business on July 2, 2002,  as the
record date for the Meeting.  Only  stockholders of record on the stock transfer
books of the  Company  at the close of  business  on that date are  entitled  to
notice of, and to vote at, the Meeting.


                                   By Order of the Board of Directors


                                   John Fikre
                                   Secretary

Dated: July 5, 2002







      WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE URGED
  TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE THAT IS
      PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.


<PAGE>




                            MORGAN GROUP HOLDING CO.
                            401 Theodore Fremd Avenue
                               Rye, New York 10580
                             ----------------------

                                 PROXY STATEMENT
                                       FOR
                         ANNUAL MEETING OF STOCKHOLDERS

                                 AUGUST 9, 2002
                             ----------------------

                                  INTRODUCTION

This proxy  statement  is being  furnished  to you by the Board of  Directors of
Morgan Group Holding Co., a Delaware corporation (the "Company"),  in connection
with the  solicitation  of the  accompanying  Proxy  for use at the 2002  Annual
Meeting of  Stockholders of the Company (the "Meeting") to be held at 4:30 p.m.,
local time, on Friday,  August 9, 2002,  at the Bruce Museum,  One Museum Drive,
Greenwich, Connecticut, or any adjournment thereof.

The principal executive offices of the Company are located at 401 Theodore Fremd
Avenue,  Rye, New York 10580. The approximate date on which this Proxy Statement
and the  accompanying  Proxy will first be sent or given to stockholders is July
5, 2002.

                        RECORD DATE AND VOTING SECURITIES

Only  stockholders  of  record  at the  close of  business  on July 2, 2002 (the
"Record  Date")  will be  entitled to notice of, and to vote at, the Meeting and
any adjournment  thereof.  As of the close of business on the Record Date, there
were 3,055,345  outstanding shares of the Company's common stock, $.01 par value
(the  "Common  Stock").  Each holder of Common Stock is entitled to one vote per
share.  The  presence  in person or by proxy of  holders  of a  majority  of the
outstanding shares of Common Stock is required for a quorum.

                                VOTING OF PROXIES

     Shares of Common Stock  represented by Proxies that are properly  executed,
duly returned and not revoked will be voted in accordance with the  instructions
contained therein.  If no specification is indicated on the Proxy, the shares of
Common Stock represented thereby will be voted (i) for the election as directors
of each person who has been  nominated by the Board of Directors and (ii) on any
other matter that may properly be brought before the Meeting in accordance  with
the judgment of the person or persons voting the Proxies.

     The  execution  of a Proxy will in no way affect a  stockholder's  right to
attend the  Meeting and vote in person.  Any Proxy  executed  and  returned by a
stockholder  may  be  revoked  at any  time  thereafter  if  written  notice  of
revocation  is given to the  Secretary  of the  Company  prior to the vote to be
taken at the Meeting, or by execution of a subsequent proxy that is presented at
the  Meeting,  or if the  stockholder  attends  the Meeting and votes by ballot,
except as to any  matter  or  matters  upon  which a vote  shall  have been cast
pursuant to the authority conferred by such Proxy prior to such revocation.

     Broker  "non-votes" and the shares as to which a stockholder  abstains from
voting are included for  purposes of  determining  whether a quorum of shares is
present at a meeting.  A broker  "non-vote" occurs when a nominee holding shares
for a  beneficial  owner  does not vote on a  particular  proposal  because  the
nominee does not have  discretionary  voting power with respect to that item and
has not received instructions from the beneficial owner.

     The three  candidates  for  election as  directors  who receive the highest
number of  affirmative  votes will be  elected.  In  tabulating  the vote on the
election of directors,  withholding of authority and broker  "non-votes" will be
disregarded and will have no effect on the outcome of such vote.

     The cost of  solicitation  of the Proxies being  solicited on behalf of the
Board of Directors  will be borne by the Company.  In addition to the use of the
mails,  proxy  solicitation  may be made by  telephone,  telegraph  and personal
interview by officers, directors and employees of the Company. The Company will,
upon request, reimburse brokerage houses and persons holding Common Stock in the
names of their  nominees  for their  reasonable  expenses in sending  soliciting
material to their principals.

                               SECURITY OWNERSHIP

Based upon information  available to the Company, the following table sets forth
information  concerning  ownership of the Company's  Common Stock as of June 24,
2002,  by each person  known by the Company to be the  beneficial  owner of more
than five percent of the Common Stock,  each director,  each executive  officer,
each  nominee for  election as a director  and by all  directors  and  executive
officers of the Company as a group.  The Company  believes that each stockholder
has sole  voting  power and sole  dispositive  power with  respect to the shares
beneficially owned by him.

   Common Stock
<TABLE>
<CAPTION>

Beneficial Owner*                             Shares              Percentage(1)
----------------                              ------              ----------
<S>                                           <C>                 <C>
Kinetics Asset Management, Inc.................152,015            5.0%

Mario J. Gabelli..............................858,384(2)(3)       28.1%

Robert E. Dolan.............................      470(4)           **

John Fikre....................................      --             --

Lynch Interactive Corporation.................235,294(3)          7.7%

All directors and executive officers as a
group (3 in total)............................858,854(2)(3)(4)    28.1%

------------------
<FN>

*    The  address  of each  holder  of more  than 5% of our  common  stock is as
     follows:  Kinetics Asset Management,  Inc. - 342 Madison Avenue, Suite 702,
     New York, NY 10173; Messrs.  Gabelli,  Dolan and Fikre - 401 Theodore Fremd
     Avenue,  Rye,  New York 10580.  The Company  believes  that all persons and
     entities named in the table above exercise sole voting and investment power
     with respect to shares beneficially owned by them.

**   Less than 1%

(3)  All percentages in this column are based on a total of 3,055,345 shares.

(4)  Represents  283,090 shares of Common Stock owned  directly by Mr.  Gabelli,
     235,294 shares of common stock  currently  being held by Lynch  Interactive
     Corporation, and 340,000 shares owned by a limited partnership in which Mr.
     Gabelli is the general partner and has an approximate 6% interest. Mario J.
     Gabelli  is  a  "control  person"  of  Lynch  Interactive  Corporation  and
     therefore shares owned by Lynch Interactive  Corporation and referred to in
     Note (3)  below are set  forth in the  table as  beneficially  owned by Mr.
     Gabelli.  Mr. Gabelli disclaims beneficial ownership of the shares owned by
     Lynch  Interactive  Corporation and, except for his approximate 6% interest
     therein, by the partnership.

(5)  Represents  235,294  shares of common stock  currently  being held by Lynch
     Interactive  Corporation  as  escrow  agent,  that are to be  delivered  to
     Cascade  Investment  LLC in the event of full  conversion  of a convertible
     promissory  note  issued to  Cascade  Investment  LLC by Lynch  Interactive
     Corporation.  The actual number of shares that will be delivered to Cascade
     Investment LLC is dependent  upon how much of the principal  amount of such
     note  is  converted  by  Cascade   Investment  LLC  into  shares  of  Lynch
     Interactive Corporation.

(6)  Includes 70 shares registered in the name of Mr. Dolan's children.

</FN>
</TABLE>

PROPOSAL NO. 1 ELECTION OF DIRECTORS

Nominees

     Three  directors are to be elected at the Annual Meeting to serve until the
next Annual Meeting of Stockholders  and until their  respective  successors are
elected and qualify.  Except  where  authority  to vote for  directors  has been
withheld, it is intended that the Proxies received pursuant to this solicitation
will be voted FOR the  nominees  named  below.  If for any reason any nominee is
unable or unwilling to serve as a director, an event that the Board of Directors
does not  anticipate,  such Proxies  will be voted in favor of the  remainder of
those  named  and may be voted  for  substitute  nominees  in place of those who
decline to be candidates.

     Biographical  summaries  and ages, as of June 25, 2002, of the nominees are
set forth below.

<TABLE>
<CAPTION>

Name              Age   Position


<S>                <C>
Mario J. Gabelli   60   Chief Executive Officer and Director

Robert E. Dolan    50   Chief Financial Officer and Director

John Fikre .....   37   Vice President, Secretary and Director
</TABLE>

     Mario J. Gabelli. Mr. Gabelli has served as the Chief Executive Officer and
Director of Morgan Group Holding Co. since its formation in November 2001. He is
the Chairman and Chief Executive Officer of Lynch Interactive Corporation (since
September  1999), a diversified  holding company with  subsidiaries  principally
engaged in multimedia and  telecommunications  services;  Vice Chairman of Lynch
Corporation,  a public  company  engaged in  manufacturing  (since  August 2001)
(Chairman  from 1986 to August  2001 and Chief  Executive  Officer  from 1986 to
January 2000 and from January 2001 to August 2001); Chairman and Chief Executive
Officer  of  Gabelli  Group  Capital  Partners,  Inc.  (since  1980),  a private
corporation;  Chairman and Chief Executive  Officer of Gabelli Asset  Management
Inc. (since 1999), a NYSE listed holding corporation for subsidiaries engaged in
various aspects of the securities business; Director/Trustee and/or President of
all registered  investment companies managed by Gabelli Funds, LLC (since 1986);
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;  Chairman,  Patron's Committee of Immaculate  Conception School; and
former trustee of Fordham Preparatory School.

     Robert E. Dolan.  Mr. Dolan has served as the Chief  Financial  Officer and
Director of Morgan Group Holding Co. since its formation in November  2001.  Mr.
Dolan  became a Director  of The  Morgan  Group,  Inc.  in 2002,  a provider  of
outsourcing transportation services to the manufactured housing and recreational
vehicle  industries.  Mr. Dolan has served as Chief  Financial  Officer of Lynch
Interactive  Corporation  (September 1999 to present),  Director of Sunshine PCS
Corporation  (November  2000 to  present),  a holder of personal  communications
services  licenses,  and Chief Financial  Officer of Lynch  Corporation (1993 to
January 2000).

     John Fikre. Mr. Fikre has served Vice President,  Secretary and Director of
Morgan Group Holding Co. since its formation in November  2001. Mr. Fikre became
a Director  of The Morgan  Group,  Inc.  in 2002.  Mr.  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, New York, New York.

Directors' Meetings and Compensation

The Board of Directors  did not meet during 2001,  but rather acted from time to
time by unanimous written consent pursuant to the laws of the State of Delaware.
The Company does not have a standing audit, compensation or nominating committee
of the Board, or other committees performing similar functions.

     The members of the Board of Directors did not receive any  compensation for
their services during 2001.

                             EXECUTIVE COMPENSATION

     No executive officer of the Company received any compensation during fiscal
2001.

                 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. has agreed to pay
$100,000 per year for certain  management  services.  The Morgan Group, Inc. has
not made  any  payments  to us  under  this  agreement  or to Lynch  Interactive
Corporation thereunder since the first quarter of 2001.

     Lynch  Interactive  Corporation  holds 235,294  shares of our Common Stock.
Should  Cascade  Investment  LLC,  the  holder  of  an  outstanding  convertible
promissory note issued by Lynch Interactive Corporation convert 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 will transfer 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 is converted. Should Cascade Investment LLC fail to convert any or all
of  the  principal  amount  of  such  note  into  shares  of  Lynch  Interactive
Corporation common stock prior to December 10, 2004,  ownership of any shares of
our Common Stock then remaining in that escrow account will be retained by Lynch
Interactive  Corporation.  Lynch Interactive  Corporation has advised us that it
will sell or dispose of any shares of our Common  Stock  retained by it prior to
the fifth anniversary of our spin-off from Lynch Interactive Corporation,  which
occurred on January 18, 2002.

                              INDEPENDENT AUDITORS

     A representative  of McGladrey & Pullen,  LLP, is expected to be present at
the Annual  Meeting.  Such  representative  will have an  opportunity  to make a
statement if he desires to do so and will be available to respond to appropriate
questions from stockholders.

     The  Company's  auditor  for the year ended  December  31, 2001 was Ernst &
Young LLP.

     Audit Fees:  The aggregate  fees billed for  professional  services for the
audit of the Company's annual  financial  statements for the year ended December
31, 2001 was $20,000.

     Financial Information Systems Design and Implementation Fees: None

     All Other  Fees:  No fees other than  audit fees were  billed for  services
rendered by Ernst & Young LLP for the year ended December 31, 2001.

                                  OTHER MATTERS

     So far as now known,  there is no business other than that described  above
to be  presented  for  action  by the  stockholders  at the  Meeting,  but it is
intended  that the proxies  will be voted upon any other  matters and  proposals
that may  legally  come  before  the  Meeting  or any  adjournment  thereof,  in
accordance with the discretion of the persons named therein.


                                John Fikre
                                Secretary


Dated: July 5, 2002