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                               June 17, 2020

       Vincent M. Amabile, Jr.
       Chief Executive Officer
       Morgan Group Holding Co.
       401 Theodore Fremd Avenue
       Rye, NY 10580

                                                        Re: Morgan Group
Holding Co.
                                                            Registration
Statement on Form S-1
                                                            Filed on May 26,
2020
                                                            File No. 333-238702

       Dear Mr. Amabile:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 Filed May 26, 2020

       Questions and Answers About the Spin-off, page v

   1.                                                   Please specify in this
section that following the spin-off, in addition to receiving "services
                                                        and an allocation of
office space from GAMCO Investors, Inc., ACG and affiliates under
                                                        common control with us
by Mario J. Gabelli pursuant to existing expense sharing
                                                        agreements," you and
ACG will be both be controlled by Mario J. Gabelli.
       The Spin-off, page 18

   2.                                                   Please describe how you
intend to determine the distribution ratio. Please describe any
                                                        analyst reports or
other materials used as well as whether any persons or entities involved
                                                        in setting the
distribution ratio have any interests in the spin-off and its related
                                                        transactions. Indicate
whether you intend to seek a fairness opinion.
 Vincent M. Amabile, Jr.
Morgan Group Holding Co.
June 17, 2020
Page 2
Treatment of Fractional Shares, page 19

3.       Please revise this section and the risk factor section to note the
risks involved in this
         process due to the lack of established market for your shares and that
such a significant
         majority of your shares are held by related parties. Please indicate
if you anticipate that
         any such aggregated shares will be purchased by related parties.
Existing Agreements with ACG, page 40

4.       Please confirm that none of your agreements with ACG will be amended
as a result of the
         spin-off.
Notes to Condensed Consolidated Financial Statements March 31, 2020
11. Subsequent Events, page F-12

5.       Please update us with your current intentions regarding your proposed
1-for-100 reverse
         split including what impact this will have on your current
shareholders.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Eric Envall at (202) 551-3234 or Michael Clampitt at
(202) 551-3434 with
any questions.



FirstName LastNameVincent M. Amabile, Jr.                       Sincerely,
Comapany NameMorgan Group Holding Co.
                                                                Division of
Corporation Finance
June 17, 2020 Page 2                                            Office of
Finance
FirstName LastName