Exhibit 4.2

                               FOURTH AMENDMENT TO
                     TRANSACTIONAL LINE OF CREDIT AGREEMENT



     This FOURTH AMENDMENT TO TRANSACTIONAL LINE OF CREDIT AGREEMENT is made and
entered into this 8th day of May, 1996 by and between THE MORGAN GROUP,  INC., a
Delaware  corporation  ("Company") and KEYBANK  NATIONAL  ASSOCIATION,  formerly
known as Society National Bank, Indiana, ("Bank").

                                    RECITALS

     A. On or  about  September  13,  1994,  Company  and  Bank  entered  into a
Transactional Line of Credit Agreement ("Agreement").

     B. On or about September 26, 1994, the Agreement was amended.

     C. On or about May 12,  1995,  the  maturity  date was  extended  by a Note
Modification Agreement.

     D. On or about July 28, 1995, the Agreement was amended.

     E. The parties wish to again amend the Agreement to extend the  Termination
Date.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained and other  valuable  consideration,  the parties hereto agree that the
Recitals above set forth are part of this amendment for all purposes and further
agree as follows:

     1. The definition of  "Termination  Date" contained in Section 1.2 shall be
deleted in its entirety and replaced with the following:

     Termination  Date shall  mean July 31,  1996 or such  earlier  date that an
acceleration has occurred pursuant to Article VIII of this Agreement.

     2. All other terms,  provisions and conditions of the Transactional Line of
Credit Agreement (as previously  amended) are hereby ratified and shall continue
in full force and effect.


     IN WITNESS  WHEREOF,  the  Company  has  hereunto  set its hand by its duly
authorized  officers on the day and year first above  mentioned and effective as
of May 1, 1996.

                                         "COMPANY":
                                        Morgan Finance, Inc.



                                    By: /s/ Richard B. DeBoer
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                                        (Signature)
                                        Richard B. DeBoer

                                        Executive Vice President
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                                        (Typed or Printed Name and Office)