SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

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                                    FORM 8-K

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                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 30, 1996

                             THE MORGAN GROUP, INC.
             (Exact name of registrant as specified in its charter)


                                    DELAWARE
                 (State or other jurisdiction of incorporation)


             1-13586                                      22-2902315
     (Commission File Number)                  (IRS Employer Identification No.)

        2746 Old U.S. 20 West
         Elkhart, Indiana                                  46514-1168
 (Address of principal executive offices)                   (Zip Code)

                                 (219) 295-2200
                Registrant's telephone number, including zip code




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Item 5.           OTHER EVENTS

         On February 3, 1999, The Morgan Group,  Inc.  announced that it entered
into  a $20  million  Revolving  Credit  and  Term  Loan  Agreement  (the  "Loan
Agreement") with BankBoston, N.A., effective January 28, 1999. The press release
dated February 3, 1999  announcing the closing of the Loan Agreement is attached
hereto as Exhibit 99.



Item 7.           FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit

4(1)              Revolving Credit and Term Loan Agreement
4(2)              Guaranty
4(3)              Security Agreement
4(4)              Stock Pledge Agreement
4(5)              Revolving Credit Note
99                Press Release



                                   SIGNATURES



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


                                              THE MORGAN GROUP, INC.


February 10, 1999                             By: /s/ Dennis R. Duerksen
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                                              Dennis R. Duerksen
                                              Chief Financial Officer



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