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

                                   FORM 10-KSB

                       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, 2006    Commission file number  333-73996
                          -----------------                            ---------

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

For the transition period from                       to
                              -----------------------   ---------------------


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

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

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

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

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

Securities registered pursuant to section 12(g) of the Act:  None
                                                             ----

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No _X_

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-KSB. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes _X_ No ___

The issuer's revenues for the fiscal year ended December 31, 2006 was [$0].

As of March 13, 2007, the aggregate market value of the Registrant's voting and
nonvoting common equity held by non-affiliates of the Registrant was
approximately $285,000, 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 13, 2007.
================================================================================
<PAGE>

                            MORGAN GROUP HOLDING CO.
                                TABLE OF CONTENTS

                                                                        Page No.

Item 1.    Description of Business                                         3
Item 2.    Description of Properties                                       3
Item 3.    Legal Proceedings                                               3
Item 4.    Submission of Matters To a Vote of Security Holders             3
Item 5.    Market For Common Equity, Related Stockholder Matters
             and Small Business Issuer Purchases of Equity Securities      3-4
Item 6.    Management's Discussion and Analysis or Plan of Operation       4
Item 7.    Financial Statements                                            5-9
Item 8.    Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure                           9
Item 8A.   Controls and Procedures                                         10
Item 8B.   Other Information                                               10
Item 9.    Directors and Executive Officers of the Registrant              10-11
Item 10.   Executive Compensation                                          11
Item 11.   Security Ownership of Certain Beneficial Owners and
             Management and Related Stockholder Matters                    11-12
Item 12.   Certain Relationships and Related Transactions                  12
Item 13.   Exhibits                                                        12
Item 14.   Principal Accountant Fees and Services                          13

<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
LICT Corporation's ("LICT") controlling interest in The Morgan Group, Inc.
("Morgan"). On January 24, 2002, LICT spun off all but 235,294 of its shares in
MGHL to its stockholders. 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. As of December 31, 2006, the debtors of Morgan
were continuing to conduct an orderly liquidation of their assets.

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

         The Company is continuing to evaluate all options available to Morgan
at this time. One option is to make a further distribution of any remaining cash
effectively liquidating the company.

Item 2.  Properties.

         The Company owns no properties.

Item 3.  Legal Proceedings.

         The Company is not a party to any legal proceedings.

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

         None.

                                     PART II
                                     -------

Item 5.  Market for the Registrant's Common Equity and Related Stockholder
         Matters.

         The shares of the Company's common stock trade on the over-the-counter,
under the symbol: MGHL.PK. The following table sets forth the high and low
market prices of the common stock for the periods indicated, as reported by
published sources.

                                                     High                  Low
                                                     ----                  ---
2006 Fiscal Year
----------------
First Quarter                                         $0.13              $0.108
Second Quarter                                        $0.12              $0.112
Third Quarter                                         $0.12              $0.10
Fourth Quarter                                        $0.15              $0.10

2005 Fiscal Year
----------------
First Quarter                                         $0.09              $0.08
Second Quarter                                        $0.10              $0.08
Third Quarter                                         $0.115             $0.09
Fourth Quarter                                        $0.101             $0.09


         As of March 13, 2007, there were approximately 800 holders of record of
the Company's common stock.

                                       3
<PAGE>

         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.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

         Forward-Looking Statements and Uncertainty of Financial Projections

         Forward-looking statements are not based on historical information but
relate to future operations, strategies, financial results or other
developments. Forward-looking statements are necessarily based upon estimates
and assumptions that are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are beyond the
Company's control and many of which, with respect to future business decisions,
are subject to change. These uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any forward-looking statements made by, or on behalf of, the Company.

         Overview

         As of December 31, 2006, the Company's only assets consisted of
$423,000 in cash and a capital loss carry forward of about $4 million which it
expects will expire in 2012. The ability to utilize this carry forward is
dependent on the Company's ability to generate a capital gain prior to its
expiration.

         The Company currently has no operating businesses and will seek
acquisitions as part of its strategic alternatives. Its only costs are the
administrative expenses required to make the regulatory filings needed to
maintain its public status. These costs are estimated at $25,000 to $50,000 per
year. Currently, the Company has not retained an independent auditor or incurred
other accounting and administrative fees, therefore its expenses in 2006 and
2005 are well below this estimate.

         We are evaluating all options available to Morgan at this time. One
option is to make a further distribution of any remaining cash effectively
liquidating the company.

         Results of Operations

         For the year ended December 31, 2006, the Company incurred
administrative expenses of $4,000 as compared to $3,000 in 2005. Administrative
expenses are lower than expected due to the Company's inability to retain an
independent auditor.

         Investment income was $19,000 during the year ended December 31, 2006
as compared to $10,000 during 2005 respectively as a result of the Company's
investment in a United States Treasury money market fund. Higher interest rates
caused the increase in 2006.

         Liquidity and Capital Resources

         At December 31, 2006, we had approximately $423,000 in cash as compared
to approximately $408,000 at December 31, 2005

         Quantative and Qualitative Analysis of Market Risk

         The Company is minimally exposed to changes in market risk because as
of December 31, 2006 the Company has no market sensitive assets or liabilities.

         Off Balance Sheet Arrangements

         None.

         Recently Issued Accounting Pronouncements

         See notes to financials statements in Item 7.


                                       4

<PAGE>

Item 7.  Financial Statements.

Financial Statements

           Balance Sheets as of
           December 31, 2006 and 2005

           Statements of Operations for the
           Two Years Ended December 31, 2006

           Statements of Cash Flows for the
           Two Years Ended December 31, 2006

           Statements of Shareholders' Equity for the
           Two Years Ended December 31, 2006

           Notes to Financial
           Statements as of December 31, 2006


                                       5

<PAGE>

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

                                                         December 31,
                                                      -----------------
                                                        2006     2005
                                                      -----------------
ASSETS
Current assets:
Cash and cash equivalents                                $423     $408
                                                      -----------------
   Total current assets                                   423      408
Net assets of The Morgan Group, Inc.                      - -       --
                                                      -----------------
   Total assets                                          $423     $408
                                                      =================

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY
Preferred stock, $0.01 par value,
   1,000,000 shares authorized,
   none outstanding                                        --       --
Common stock, $0.01 par value,
   10,000,000 shares authorized,
   3,055,345 outstanding                                   30       30
Additional paid-in-capital                              5,612    5,612
Accumulated deficit                                   (5,2419)  (5,234)
                                                      -----------------
   Total shareholders' equity                             423      408
                                                      -----------------
   Total liabilities and shareholders' equity            $423     $408
                                                      =================

See notes to financial statements


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

                                                     Year Ending December 31,
                                                     -------------------------
                                                        2006          2005
                                                     -------------------------

Administrative expenses                                      $(4)         $(3)
Investment income                                             19           10
                                                     ------------  -----------
      Net income                                             $15           $7
                                                     ============  ===========

Basic and diluted loss per share:
    Net income per common share                            $0.00        $0.00

         Weighted average shares outstanding               3,055        3,055

See accompanying notes


                                       6

<PAGE>

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

                                                       Year Ending December 31,
                                                       ------------------------
                                                          2006         2005
                                                       ------------------------
Operating activities:
   Net income                                                  $15          $7
    Adjustments to reconcile net income to net
      cash used in operating activities                         --          --
                                                       ------------------------
     Net cash provided by operating activities                  15           7
                                                       ------------------------
Net increase in cash and equivalents                            15           7
Cash and cash equivalents at beginning of period               408         401
                                                       ------------------------
Cash and cash equivalents at end of period                    $423        $408
                                                       ========================

See accompanying notes

<TABLE>
<S>                           <C>             <C>      <C>         <C>           <C>
                            Morgan Group Holding Co.
                       Statements of Shareholders' Equity
                             (Dollars in thousands)


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

January 1, 2005               3,055,345       $30      $5,612      $(5,241)      $401
Net income for year ended
 December 31,2005                    --        --          --            7         --
                            ----------------------------------------------------------
  December 31, 2005           3,055,045        30       5,612       (5,234)       408
Net income for year ended
 December 31,2006                    --        --          --           15         --
                            ----------------------------------------------------------
  December 31, 2006           3,055,045       $30      $5,612      $(5,219)      $423
                            ==========================================================
</TABLE>

See accompanying notes.

                                       7

<PAGE>

                            Morgan Group Holding Co.
                          Notes to Financial Statements

Note 1.  Basis of Presentation
         ---------------------

                  Morgan Group Holding Co. ("Holding" or "the Company") was
         incorporated in November 2001 as a wholly-owned subsidiary of LICT
         Corporation ("") to serve, among other business purposes, as a holding
         company for LICT's controlling interest in The Morgan Group, Inc.
         ("Morgan"). On December 18, 2001, LICT'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, LICT spun off 2,820,051 shares of our common stock
         through a pro rata distribution ("Spin-Off") to its stockholders. LICT
         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 LICT. Such note was repurchased by LICT in 2002 and LICT
         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.

                  . 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..

                  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.

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

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

                  At December 31, 2006 and 2005 all cash and cash equivalents
         were invested in a United States Treasury money market fund, of which
         an affiliate of the Company serves as the investment manager.

                  At December 31, 2006 and 2005, 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.

         Recently Issued Accounting Pronouncements


         In September 2006, the Financial Accounting Standards Board ("FASB")
         issued Statement of Financial Accounting Standards ("SFAS") No. 158
         "Employers' Accounting for Defined Benefit Pension and Other
         Postretirement Plans--an amendment of SFAS Nos. 87, 88, 106, and
         132(R)". This statement requires the recognition of the over funded or
         under funded status of a defined benefit postretirement plan (other
         than a multiemployer plan) as an asset or liability in its balance
         sheet and to recognize changes in that funded status in the year in

                                       8

<PAGE>

         which the changes occur through comprehensive income. This statement
         also requires the measurement of the funded status of a plan as of the
         date of the year-end balance sheet and disclosure in the notes to
         financial statements, additional information about certain effects on
         net periodic benefit cost for the next fiscal year that arise from
         delayed recognition of the gains or losses, prior service costs or
         credits, and transition asset or obligation. This statement is
         effective for fiscal years ending after December 15, 2006. The
         implementation of SFAS No. 158 had no effect on the Company's financial
         statements.

         In September 2006, the FASB issued SFAS No. 157 "Fair Value
         Measurements". This Statement defines fair value, establishes a
         framework for measuring fair value in generally accepted accounting
         principles, and expands disclosures about fair value measurements. SFAS
         No. 157 creates consistency and comparability in fair value
         measurements among the many accounting pronouncements that require fair
         value measurements but does not require any new fair value
         measurements. This Statement is effective for fiscal years beginning
         after November 15, 2006. The adoption of SFAS No. 157 is not expected
         to have a material impact on the Company's financial statements.

         In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No.
         108 expressing the staff's views regarding the process of quantifying
         financial statement misstatements. The staff believes that in making
         materiality evaluations of correcting a financial statement
         misstatement, management should quantify the carryover and reversing
         effects of prior year misstatements on the current year financial
         statements. The cumulative effect of the initial application, if any,
         should be reported in the carrying amount of assets and liabilities as
         of the beginning of the fiscal year and the offsetting adjustment to
         the opening balance of retained earnings. This SAB is effective for
         fiscal years ending after November 15, 2006. The adoption of SAB No.
         108 did not have a material impact on the Company's financial
         statements.

         In July 2006, the FASB issued FIN 48, "Accounting for Uncertainty in
         Income Taxes", which clarifies the accounting for uncertainty in income
         taxes recognized in an enterprise's financial statements in accordance
         with SFAS No. 109, "Accounting for Income Taxes". An uncertain tax
         position will be recognized if it is determined that it is more likely
         than not to be sustained upon examination. The tax position is measured
         at the largest amount of benefit that is greater than fifty percent
         likely of being realized upon ultimate settlement. The cumulative
         effect of applying the provisions of this Interpretation is to be
         reported as a separate adjustment to the opening balance of retained
         earnings in the year of adoption. This statement is effective for
         fiscal years beginning after December 15, 2006. Upon adoption,
         management estimates that there will not be a significant adjustment to
         retained earnings for a change in reserves for uncertain tax positions
         and is in the process of finalizing its analysis.

Note 2.  Net assets of Discontinued Operation
         ------------------------------------

                  At December 31, 2006 and 2005, the estimated value of Morgan's
         assets in liquidation were insufficient to satisfy its estimated
         obligations.

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

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


Note 6.  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 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

         Not Applicable.

                                       9
<PAGE>

Item 8A. Controls and Procedures.

         (a) Information required by Item 307

         Evaluation of disclosure controls and procedures. As required by Rule
15d-15 under the Securities Exchange Act of 1934, as of the end of the period
covered by this report, the Company carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures. This evaluation was carried out under the supervision and with the
participation of our principal executive officer as well as our principal
financial officer, who concluded that our disclosure controls and procedures are
effective.

         Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Securities Exchange Act are recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed under the
Exchange Act are accumulated and communicated to management, including our
principal executive officer and our principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure.

         (b) Information required by Item 308(c)

         None

Item 8B. Other Information.

         None.

                                    PART III
                                    --------

Item 9.    Directors and Executive Officers of the Registrant.

         The following table sets forth the name, business address, present
principal occupation, employment history, positions, offices or employments for
the past five years and ages as of March 25, 2006 for our executive officers and
directors. Members of the board are elected and serve for one year terms or
until their successors are elected and qualify.



Name                            Age                           Position
----                            ---                           --------
Mario J. Gabelli                64          Chief Executive Officer and Director
Robert E. Dolan                 55          Chief Financial Officer and Director

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

         Mario J. Gabelli has served as Chairman and Chief Executive Officer of
the Company since November 2001. Mr. Gabelli has served as the Chairman and
Chief Executive Officer and Chief Investment Officer -Value Portfolios of GAMCO
Investors Inc. ("GAMCO") and its predecessors since November 1976 (and in
connection with those responsibilities, he serves as director or trustee and/or
an officer of registered investment companies managed by subsidiaries of GAMCO).
With regard to LICT Corporation, he has served as its Chairman since December
2004 (and also from September 1999 to December 2002), as our Vice Chairman from
December 2002 to December 2004 and as Chief Executive Officer from September
1999 to November 2005. Mr. Gabelli serves as an Overseer of Columbia University
Graduate School of Business; a Trustee of Boston College, Roger Williams
University and the Winston Churchill Foundation.

                                       10

<PAGE>

         Robert E. Dolan has served as our Chief Financial Officer since
November 2001. With regard to LICT Corporation, he has served as Chief Executive
Officer from May 1, 2006, Chief Financial Officer from September 1999 and
Controller from September 1999 to January 2004.

Compensation of Directors

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

Indemnification of Directors and Officers

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

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

o    for any breach of the director's duty of loyalty to the corporation or its
     stockholders,
o    for acts or omissions not in good faith or that involve intentional
     misconduct or a knowing violation of law,
o    in respect of certain unlawful dividend payments or stock redemptions or
     repurchases and
o    For any transaction which the director derives an improper personal
     benefit.

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

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

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

Item 10.   Executive Compensation.

         The Company has not paid any compensation to any person, including its
directors and executive officers, since inception.

Item 11.  Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters.

         The following table sets forth information concerning ownership of our
common stock as of March 25, 2006 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.

                                       11

<PAGE>

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.

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

Mario J. Gabelli                              858,384(1)               28.1%

LICT Corporation                                 235,294                7.7%

Walter P. Carucci, Uncle Mills
Partners and Bernard Zimmerman &
Company, Inc.                                 224,213(2)                7.3%

Robert E. Dolan                                   579(2)                  **

All directors and executive
officers as a group (2 in total)                 858,963               28.1%

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

**       Less than 1%

(1)      Represents 283,090 shares of common stock owned directly by Mr.
         Gabelli, 340,000 shares owned by a limited partnership in which Mr.
         Gabelli is the general partner and has approximately a .625% interest,
         and 235,294 shares owned by LICT Corporation (Mr. Gabelli is a "control
         person" of LICT Corporation and therefore shares owned by LICT
         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 LICT Corporation, except for his interest
         therein.

(2)      As of January 18, 2007, Walter P. Carucci, Uncle Mills Partners and
         Bernard Zimmerman & Company, Inc. filed a combined Schedule 13G
         reflecting the following share ownership: Walter P. Carucci - 109,613
         shares (including 15,000 shares owned by Uncle Mills Partners); Uncle
         Mills Partners - 15,000; and Bernard Zimmerman & Company - 114,600
         shares,

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

Item 12.   Certain Relationships and Related Transactions.

           None.

Item 13.   Exhibits.

Exhibit Number             Description
--------------             -----------

3.1                        Certificate of Incorporation of the Company*

3.2                        By-laws of the Company*

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

                                       12

<PAGE>

Item 14.   Principal Accountant Fees and Services.


         The Company did not engage an independent auditor to audit its
financial statements for the year ended December 31, 2006 or December 31, 2005
and did not incur any audit fees, audit-related fees, tax fees or other fees.





                                       13


<PAGE>

                                   SIGNATURES

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


                                                    MORGAN GROUP HOLDING CO.


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


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

         Signature                 Capacity                        Date

  /s/ Mario J. Gabelli       Chief Executive Officer              March 30, 2007
-------------------------    (Principal Executive Officer)
MARIO J. GABELLI             and Director


  /s/ Robert E.Dolan         Chief Financial Officer (Principal   March 30, 2007
-----------------------      Financial and Accounting Officer)
ROBERT E. DOLAN              and Director




                                       14