Microsoft Word 11.0.6502;



                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                    FORM 8-K

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


          Date of Report (Date of Earliest Event Reported) May 17, 2006
                                                           ------------



                            MORGAN GROUP HOLDING CO.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)



        Delaware                  333-73996               13-4196940
--------------------------------------------------------------------------------
         (State of other        (Commission File        (IRS Employer
         Jurisdiction of          Number)               Identification)
         Incorporation)




                  401 Theodore Fremd Avenue Rye, New York 10580
--------------------------------------------------------------------------------
                (Address of Principal Executive Offices) Zip Code



        Registrant's Telephone Number, Including Area Code: 914-921-1877
                                                            ------------



<PAGE>



ITEM 7.01.  Regulation FD Disclosure.
            ------------------------

Explanation for failure to accompany March 31, 2006, Form 10-Q with Rule
------------------------------------------------------------------------
15d-14 and Section 906 Certifications
-------------------------------------

Morgan Group Holding Co.  ("Holdings") is a holding company that has a 64.2%
ownership  interest  and a 77.6%  voting  interest  in The  Morgan  Group,  Inc.
("Morgan").

On November 11, 2005,  Holdings filed its Quarterly  Report on Form 10-Q for the
quarter  ended  September  30, 2005 (the "Form  10-Q").  The  certifications  of
periodic  Financial  reports  required  under Rule 15d-4  promulgated  under the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and Section
906(a) of the Sarbanes-Oxley Act of 2002 did not accompany the Form 10-Q.

On  October  3, 2002,  Morgan  closed  down 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  (collectively,  the
"Debtors")  filed  voluntary  petitions  under  Chapter 11 of the United  States
Bankruptcy Code (the "Bankruptcy") in the United States Bankruptcy Court for the
Northern District of Indiana, South Bend Division. The Debtors intend to conduct
an orderly liquidation of their assets.

As a result of the  Bankruptcy,  Morgan's  corporate,  financial and  accounting
staff were substantially  eliminated.  On November 12, 2002, Morgan filed a Form
15 with the  Securities  and Exchange  Commission to terminate its  registration
under Section 12(g) of the Exchange Act.

On April 29, 2003, Holdings,  individually and on behalf of all others similarly
situated,  commenced an action against Ernst & Young LLP,  among others,  in the
United States District Court,  Southern District of New York. The allegations in
the  lawsuit  do not  relate to the  audit by Ernst & Young of any of  Holdings'
financial  statements  but rather to the audit by Ernst & Young of the financial
statements of Morgan.

By letter dated May 2, 2003, Ernst & Young LLP confirmed that the client-auditor
relationship  between  Holdings  and  Ernst & Young  ceased.  Because  Holdings'
interim financial  statements  contained in the Form 10-Q have not been reviewed
by independent  public  accountants as required by Regulation S-X, the Form 10-Q
does not fully  comply with the  requirements  of Section  13(a) or 15(d) of the
Exchange Act and  therefore  neither the chief  executive  officer nor the chief
financial officer of Holdings are able to make the required certifications.



                                       -1-


<PAGE>




                                    SIGNATURE

Pursuant to requirements of the Securities  Exchange Act of 1934, the Registrant
has  duly  caused  this  current  report  to be  signed  on  its  behalf  by the
undersigned hereunto duly authorized.

                                                   Morgan Group Holding Co.

                                                   /s/ Robert E. Dolan
                                                  --------------------
                                                  Robert E. Dolan
                                                  Chief Financial Officer




Date: May 17, 2006








                                      -2-
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{"company-data": {"conformed-name": "MORGAN GROUP HOLDING CO", "cik": "0001162283", "assigned-sic": "6770", "irs-number": "134196940"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-73996", "film-number": "06849336"}, "business-address": {"street1": "401 THEODORE FREMD AVENUE", "city": "RYE", "state": "NY", "zip": "10580", "phone": "9149218821"}}
Microsoft Word 11.0.6502;

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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

          Date of Report (Date of Earliest Event Reported) May 17, 2006
                                                           ------------

                            MORGAN GROUP HOLDING CO.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

        Delaware                  333-73996               13-4196940
--------------------------------------------------------------------------------
         (State of other        (Commission File        (IRS Employer
         Jurisdiction of          Number)               Identification)
         Incorporation)

                  401 Theodore Fremd Avenue Rye, New York 10580
--------------------------------------------------------------------------------
                (Address of Principal Executive Offices) Zip Code

        Registrant's Telephone Number, Including Area Code: 914-921-1877
                                                            ------------
ITEM 7.01.  Regulation FD Disclosure.
            ------------------------

Explanation for failure to accompany March 31, 2006, Form 10-Q with Rule
------------------------------------------------------------------------
15d-14 and Section 906 Certifications
-------------------------------------

Morgan Group Holding Co.  ("Holdings") is a holding company that has a 64.2%
ownership  interest  and a 77.6%  voting  interest  in The  Morgan  Group,  Inc.
("Morgan").

On November 11, 2005,  Holdings filed its Quarterly  Report on Form 10-Q for the
quarter  ended  September  30, 2005 (the "Form  10-Q").  The  certifications  of
periodic  Financial  reports  required  under Rule 15d-4  promulgated  under the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and Section
906(a) of the Sarbanes-Oxley Act of 2002 did not accompany the Form 10-Q.

On  October  3, 2002,  Morgan  closed  down 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  (collectively,  the
"Debtors")  filed  voluntary  petitions  under  Chapter 11 of the United  States
Bankruptcy Code (the "Bankruptcy") in the United States Bankruptcy Court for the
Northern District of Indiana, South Bend Division. The Debtors intend to conduct
an orderly liquidation of their assets.

As a result of the  Bankruptcy,  Morgan's  corporate,  financial and  accounting
staff were substantially  eliminated.  On November 12, 2002, Morgan filed a Form
15 with the  Securities  and Exchange  Commission to terminate its  registration
under Section 12(g) of the Exchange Act.

On April 29, 2003, Holdings,  individually and on behalf of all others similarly
situated,  commenced an action against Ernst & Young LLP,  among others,  in the
United States District Court,  Southern District of New York. The allegations in
the  lawsuit  do not  relate to the  audit by Ernst & Young of any of  Holdings'
financial  statements  but rather to the audit by Ernst & Young of the financial
statements of Morgan.

By letter dated May 2, 2003, Ernst & Young LLP confirmed that the client-auditor
relationship  between  Holdings  and  Ernst & Young  ceased.  Because  Holdings'
interim financial  statements  contained in the Form 10-Q have not been reviewed
by independent  public  accountants as required by Regulation S-X, the Form 10-Q
does not fully  comply with the  requirements  of Section  13(a) or 15(d) of the
Exchange Act and  therefore  neither the chief  executive  officer nor the chief
financial officer of Holdings are able to make the required certifications.

                                       -1-
SIGNATURE

Pursuant to requirements of the Securities  Exchange Act of 1934, the Registrant
has  duly  caused  this  current  report  to be  signed  on  its  behalf  by the
undersigned hereunto duly authorized.

                                                   Morgan Group Holding Co.

                                                   /s/ Robert E. Dolan
                                                  --------------------
                                                  Robert E. Dolan
                                                  Chief Financial Officer

Date: May 17, 2006

                                      -2-