SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
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[ ] Soliciting Material Pursuant to ss.240.14a-12

M. H. MEYERSON & CO., INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement
if other than the Registrant)

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M. H. MEYERSON & CO., INC.
NEWPORT OFFICE TOWER
525 WASHINGTON BOULEVARD
JERSEY CITY, NEW JERSEY 07310

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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DATE: Tuesday, July 31, 2001
TIME: 8:00 A.M.
PLACE: Newport Office Tower
525 Washington Boulevard
Jersey City, New Jersey 07310

MATTERS TO BE VOTED ON:

1. Election of two Class III directors.

2. Ratification of the appointment of Vincent R. Vassallo, CPA as
our independent accountant for our fiscal year ending January
31, 2002.

3. Any other matters properly brought before the shareholders at
the meeting.

By order of the Board of Directors,

Martin H. Meyerson
Chairman and Chief Executive Officer

June 20, 2001

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CONTENTS
Page
----
General Information About Voting 2
Proposal No. 1: Election of Directors 4
Proposal No. 2: Appointment of Independent Accountants 12
Exhibit A: Audit Committee Charter 14
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PROXY STATEMENT

Your vote at the annual meeting is important to us. Please vote your
shares of common stock by completing the enclosed proxy card and returning it to
us in the enclosed envelope. This proxy statement has information about the
annual meeting and was prepared by the Company's management for the Board of
Directors. This proxy statement was first mailed to shareholders on our about
June 20, 2001.

GENERAL INFORMATION ABOUT VOTING

WHO CAN VOTE?

You can vote your shares of common stock if our records show that you
owned the shares on June 15, 2001. A total of 6,581,514 shares of common stock
can vote at the annual meeting. You get one vote for each share of common stock.
The enclosed proxy card shows the number of shares you can vote.

HOW DO I VOTE BY PROXY?

Follow the instructions on the enclosed proxy card to vote on each
proposal to be considered at the annual meeting. Sign and date the proxy card
and mail it back to us in the enclosed envelope. The proxyholders named on the
proxy card will vote your shares as you instruct. If you sign and return the
proxy card but do not vote on a proposal, the proxyholders will vote for you on
that proposal. Unless you instruct otherwise, the proxyholders will vote for all
of the two directors nominees and for each of the other proposals to be
considered at the meeting.

WHAT IF OTHER MATTERS COME UP AT THE ANNUAL MEETING?

The matters described in this proxy statement are the only matters that
we know will be voted on at the annual meeting. If other matters are properly
presented at the meeting, the proxyholders will vote your shares as they see
fit.

CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?

Yes. At any time before the vote on a proposal, you can change your
vote either by giving the Company's secretary a written notice revoking your
proxy card or by signing, dating, and returning to us a new proxy card. We will
honor the proxy card with the latest date.

CAN I VOTE IN PERSON AT THE ANNUAL MEETING RATHER THAN BY COMPLETING THE PROXY
CARD?

Although we encourage you to complete and return the proxy card to
ensure that your vote is counted, you can attend the annual meeting and vote
your shares in person.

WHAT DO I DO IF MY SHARES ARE HELD IN "STREET NAME"?

If your shares are held in the name of your broker, a bank, or other
nominee, that party should give you instructions for voting your shares.

HOW ARE VOTES COUNTED?

We will hold the annual meeting if holders of a majority of the shares
of common stock entitled to vote either sign and return their proxy cards or
attend the meeting. If you sign and return your proxy card, your shares will be
counted to determine whether we have a quorum even if you abstain or fail to
vote on any of the proposals listed on the proxy card.

If your shares are held in the name of a nominee, and you do not tell
the nominee how to vote your shares (so-called "broker nonvotes"), the nominee
can vote them as it sees fit only on matters that the applicable exchange
determines to be routine, and not on any other proposal. Broker nonvotes will be
counted as present to determine if a quorum exists but will not be counted as
present and entitled to vote on any nonroutine proposal.

WHO PAYS FOR THIS PROXY SOLICITATION?

We do. In addition to sending you these materials, some of our
employees may contact you by telephone, by mail, or in person. None of these
employees will receive any extra compensation for doing this. We have not
retained any proxy solicitation firm, so our costs in contacting you will be
minimal.

STOCK OWNERSHIP

The following table shows the number of shares of common stock
beneficially owned (as of June 1, 2001) by:

o each person who we know beneficially owns more than 5% of the
common stock;

o each director;

o each executive officer named in the Summary Compensation Table
on page 9; and

o the directors and executive officers as a group.

Number of Shares Percent of
Name and Address of Beneficially Shares
Beneficial Owner Owned Beneficially
Owned

Martin H. Meyerson 1,922,190 27.9%

Electronic Trading Group, L.L.C.
111 Broadway
New York NY 10006 908,209 13.8%

Dimensional Fund Advisors Inc.
1299 Ocean Avenue
Santa Monica, CA 90401 404,300 6.1%

Kenneth J. Koock 381,625 5.6%

Jeffrey E. Meyerson 464,000 7.0%

Eugene M. Whitehouse 151,238 2.3%

Bertram Siegel, Esq 110,600 1.7%

Martin Leventhal, CPA 97,500 1.5%

Alfred T. Duncan 40,000 *

All directors and executive officers as
a group (7 people) 3,167,153 42.1%

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* Less than 1%

The number of shares beneficially owned by Martin H. Meyerson includes 297,520
shares of common stock issuable upon exercise of currently exercisable options
but does not include 50,000 shares of common stock owned by a trust for the
benefit of members of his family.

The number of shares beneficially owned by Kenneth J. Koock includes 289,000
shares of common stock issuable upon exercise of currently exercisable options.

The number of shares beneficially owned by Jeffrey E. Meyerson includes 144,000
shares of common stock issuable upon exercise of currently exercisable options,
50,000 shares of common stock owned by a trust for the benefit of members of
Martin H. Meyerson's family and 125,000 shares of common stock owned by a trust
for the benefit of Jill Meyerson, Jeffrey E. Meyerson's sister. Mr. Meyerson is
a trustee of such trusts.

The number of shares beneficially owned by Eugene M. Whitehouse include 75,000
shares of common stock issuable upon exercise of currently exercisable options.

The number of shares beneficially owned by Bertram Siegel includes 52,500 shares
of common stock issuable upon exercise of currently exercisable options.

The number of shares beneficially owned by Martin Leventhal includes 32,500
shares of common stock issuable upon exercise of currently exercisable options
and 50,000 shares of common stock owned by a trust for the benefit of members of
Martin H. Meyerson's family. Mr. Leventhal, along with Jeffrey E. Meyerson, is a
trustee of such trust.

The number of shares beneficially owned by Alfred T. Duncan includes 40,000
shares of common stock issuable upon exercise of currently exercisable options.

The number of shares beneficially owned by all of our officers and directors are
a group includes 930,520 shares of common stock issuable upon exercise of
currently exercisable options.

Unless otherwise stated, the business address of each of the named individuals
in this table is c/o M.H. Meyerson & Co., Inc., 525 Washington Boulevard, Jersey
City, New Jersey 07310.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

Under the Company's Certificate of Incorporation, the Board of
Directors is divided into three classes, with the number of directors in each
class fixed by the Board of Directors, and with the term of office of one class
expiring each year. There are presently seven Board members, two in the class
holding office until the annual meeting, two in the class holding office until
the next succeeding annual meeting, and three in the class holding office until
the second succeeding annual meeting. Messrs. Eugene M. Whitehouse and Mr.
Alfred T. Duncan, management's nominees for Class III Directors, are now serving
as Class III Directors.

Unless otherwise indicated on a proxy, the proxyholders intend to vote
the shares of common stock for which they hold proxies "FOR" the election of
Eugene M. Whitehouse and Alfred T. Duncan as Class III Directors. Each of such
persons has consented to being named as a nominee in this Proxy Statement and to
serve as Class III Director if elected.

The Board has no nominating committee. The nominees for Class III
Directors were selected by the entire Board of Directors. At the meeting,
shareholders may make nominations for Class III Directors.

While the Board of Directors has no reason to believe that either of
Messrs. Eugene M. Whitehouse or Alfred T. Duncan will not be available as a
candidate for election, should this situation arise, the enclosed proxy may be
voted for the election of another nominee or nominees in the discretion of the
persons acting pursuant to the proxy.

The following persons have been nominated for election as Directors of
the Company as members of the indicated class, to serve for terms of three
years:

Director
Name Age Since Class

Eugene M. Whitehouse 42 1996 III
Alfred T. Duncan 56 1997 III

All Directors hold office until their terms expire and until their
successors have been elected and qualified.

Certain information concerning the Directors who are being nominated
for reelection at the meeting and the incumbent Directors whose terms of office
continue after the annual meeting and executive officers of the Company named in
the section "Summary Compensation Table" is set forth below.

MARTIN H. MEYERSON, CHAIRMAN, CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER

Martin H. Meyerson is the Chairman, Chief Executive Officer, Chief
Financial Officer and a director of the Company and was its President until
1984. Mr. Meyerson was also the President and a director of Bio Recovery
Technology, Inc., a research and development company involved in microbiological
and pollution control products, from 1984 through 1986. He was also the chairman
of the board of Bio Metallics, Inc., also involved in pollution control
products, from 1987 through 1990. Mr. Meyerson graduated from Packard College in
1952, majoring in Business Administration. Since February 1999, he has been
Chairman of the Board of Directors of the Company's eMeyerson.com Inc.
subsidiary.

KENNETH J. KOOCK, VICE CHAIRMAN AND DIRECTOR

Kenneth Koock has been with the Company since 1977. In 1993, Mr. Koock
became a Director of the Company. Mr. Koock received his B.A. degree from Duke
University in 1963 and a law degree in 1966 from St. John's University. He was
president of Bio Metallics, Inc. from 1987 through 1990 and is a member of the
New York State Bar Association. Since February 1999, he has been Vice-Chairman
of the Board of Directors of eMeyerson.com Inc.

EUGENE M. WHITEHOUSE, SENIOR VICE PRESIDENT, CHIEF OPERATING OFFICER,
CONTROLLER, SECRETARY, TREASURER AND DIRECTOR

Eugene M. Whitehouse has been associated with the firm since 1983,
became a Vice President and the Company's Controller in 1994, became Senior Vice
President and Chief Operating Officer in 2000, became Secretary in 1998, became
Treasurer in 1999 and became a Director in 1996. He received a B.B.A. degree
from Pace University in 1982, and an M.B.A. from St. Peter's College with a
concentration in MIS in 1994,

and a concentration in International Business in 1997. Since February 1999, he
has been Chief Financial Officer of eMeyerson.com Inc., and has been a member of
the Board of Directors of eMeyerson.com Inc. since 2000.

JEFFREY E. MEYERSON, VICE PRESIDENT, TRADING AND DIRECTOR

Jeffrey E. Meyerson has been with the Company since 1987. He became
Vice President of the Trading Department in 1989. He received an
Economics/Management degree from Ithaca College in 1987. Mr. Meyerson became a
Director of the Company in 1993. Since November 1999, he has been President, CEO
and a director of eMeyerson.com Inc.

BERTRAM SIEGEL, ESQ., DIRECTOR

Bertram Siegel became a Director of the Company in 1994. Mr. Siegel is
a partner in the law firm of Siegel and Siegel, and was a member of the Board of
Directors of Bio Metallics, Inc. from 1987 through 1990. He is a member of the
New Jersey and Bergen County Bar Associations, and received his Juris Doctor
degree from Rutgers, the State University of New Jersey in 1963.

MARTIN LEVENTHAL, CPA, DIRECTOR

Martin Leventhal graduated from Brooklyn College in 1958 and became a
Certified Public Accountant in 1963. With the exception of time spent in
military service, he has been actively involved in public accounting since his
graduation. In 1971, he founded the firm most recently known as Martin Leventhal
& Company, a CPA firm with approximately 25 employees. In 1997, Martin Leventhal
& Company merged with Weinick, Sanders & Co. to form Weinick, Sanders, Leventhal
& Co., LLP, with approximately 100 employees, of which Mr. Leventhal is the
executive partner. He is a member of the American Institute of Certified Public
Accountants and the New York Society of Certified Public Accountants, for which
he served on numerous committees. He has also held a principal's license in the
securities industry.

ALFRED T. DUNCAN, DIRECTOR

Alfred T. Duncan has been an independent management consultant since
1992, specializing in financial management for small growth firms. Prior to
1992, he held numerous senior positions with Commodore International, Ltd.
including General Manager of Latin America and Eastern Europe (1990-1991) and
General Manager of U. S. operations (1987-1990). He was President and Chief
Executive Officer of Victor Technologies (1986-1987) and has held financial
management positions with A. M. International, Abbott Laboratories, First
National Bank of Chicago, and Ford Motor Company. He is currently Executive Vice
President and Chief Financial Officer of On Site Sourcing Inc. He received an
M.B.A. degree from Harvard University in 1972 and a B.S.C.E. degree from Duke
University in 1965.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We pay maintenance charges for space in Aventura, Florida, under an
agreement with our Chairman, who owns the property. This space is primarily used
for entertainment and investment banking purposes. The total maintenance charges
for the years ended January 31, 2001 and 2000 were $10,020 and $10,335,
respectively. We also pay rent for space in New York City, New York, which is
leased in the name of our

Chairman. This property is also used primarily for entertainment and investment
banking. The total rent paid on this space for the years ended January 31, 2001
and 2000 was $32,000 and $38,400, respectively.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, Directors, and persons who own more than ten
percent of a registered class of the Company's equity securities ("Reporting
Persons") to file reports of ownership and changes in ownership on Forms 3, 4
and 5 with the Securities and Exchange Commission (the "SEC") and the National
Association of Securities Dealers, Inc. (the "NASD"). These Reporting Persons
are required by SEC regulation to furnish us with copies of all Forms 3, 4 and 5
they file with the SEC and NASD. Based solely on our review of the copies of the
forms we have received, we believe that, except for Messrs. Jeffrey E. Meyerson
and Martin Leventhal who filed one late Form 4 with respect to certain shares
held by a trust of which they are the trustees, all Reporting Persons complied
on a timely basis with all filing requirements applicable to them with respect
to transactions during fiscal year 2001.

BOARD OF DIRECTORS

The Board of Directors had one meeting and took action by written
consent four times during the year ended January 31, 2001. No director was
absent from more than one meeting. There is no separate Compensation Committee
but the Board of Directors, acting as a whole, fills this function.

Directors receive options to purchase 7,500 shares of our common stock
annually. Outside Directors are compensated $500 for each meeting of the Board
of Directors he attends. Inside Directors have waived their right to be
compensated for attending meetings of the Board of Directors.

COMMITTEES OF THE BOARD

The Board of Directors has one committee, the Audit Committee. The
Audit Committee consists of Messrs. Leventhal, Siegel and Duncan. The functions
of the Audit Committee are to recommend to the Board of Directors the selection,
retention, or termination of our independent accountants; to determine through
consultation with management the appropriateness of the scope of the various
professional services provided by the independent accountants, and consider the
possible effect of the performance of such services on the independence of the
accountants; review the arrangements and the proposed overall scope of the
annual audit with management and the independent accountants; discuss matters of
concern to the Audit Committee with the independent accountants and management
relating to the annual financial statements and results of the audit; obtain
from management, the independent accountants and the Chief Financial Officer
their separate opinions as the adequacy of our system of internal accounting
control; review with management and the independent accountants the
recommendations made by the independent accountants with respect to changes in
accounting procedures and internal accounting control; discuss with management
any concerns the Committee may have with regard to our business practices and
hold regularly scheduled meetings, separately and jointly, with representatives
of management, the independent accountants, and the Chief Financial Officer to
make inquiries into and discuss their activities.

EXECUTIVE COMPENSATION

The following report and the performance graph on page 11 do not
constitute soliciting materials and are not considered filed or incorporated by
reference into any other of our filings under the Securities Act of 1933 or the
Securities Exchange Act of 1934, unless we state otherwise.

REPORT OF THE COMPENSATION COMMITTEE

COMPENSATION POLICIES. The principal goal of our compensation program
as administered by the Board of Directors is to help us attract, motivate and
retain the executive talent required to develop and achieve our strategic and
operating goals with a view to maximizing shareholder value. The key elements of
this program and the objectives of each element are as follows:

BASE SALARY. Base salaries paid to our executive officers are intended
to be competitive with those paid to executives holding comparable positions in
the marketplace. Individual performance and our performance are considered when
setting salaries within the range for each position. Annual reviews are held and
adjustments are made based on attainment of individual goals in a manner
consistent with operating and financial performance.

BONUSES. Annual cash bonuses are intended to motivate performance by
creating the potential to earn annual incentive awards that are contingent upon
personal and business performance. We set goals of revenue and profitability for
each group.

LONG TERM INCENTIVES. We provide our executive officers with long-term
incentive compensation through grants of stock options through our stock option
plan. The grant of stock options aligns the executive's interests with those of
our shareholders by providing the executive with an opportunity to purchase and
maintain an equity interest in our stock and to share in the appreciation of its
value.

CEO'S COMPENSATION. As discussed in the Summary Compensation Table, Mr.
Meyerson received a base salary of $600,000 for fiscal year 2001 and received a
bonus of $200,000. The factors involved in determining our CEO's compensation
are our revenues and profits, his lengthy experience and business acumen, his
responsibilities, and the efforts exerted by him in the performance of his
duties.

Reported on by the Board of Directors:
Martin H. Meyerson Jeffrey E. Meyerson
Kenneth J. Koock Bertram Siegel, Esq.
Eugene M. Whitehouse Martin Leventhal, CPA
Alfred T. Duncan

EMPLOYMENT AGREEMENTS

The Company has employment agreements with Martin H. Meyerson, Chairman
and Chief Executive Officer, and Eugene M. Whitehouse, Chief Operating Officer.
The agreements provide for base annual compensation of $600,000 and $200,000
respectively. The agreements were for a three (3) year period from October, 1993
and 2000 respectively and are renewed automatically for succeeding periods of
one year. In the event the Company terminates, without cause, the employees, the
employee shall receive an amount equal to one year's base salary plus accrued
benefits and incentive compensation.

INTERNAL REVENUE CODE LIMITS

Section 162(a) of the Internal Revenue Code disallows a tax deduction
to public corporations for compensation over $1,000,000 paid for any fiscal year
to the corporation's chief executive officer or to any of the four other most
highly compensated executive officers. The statute exempts qualifying
performance-based compensation from the deduction limit if certain requirements
are met. The Company currently intends to structure its executive compensation
packages to meet those requirements.

SUMMARY COMPENSATION TABLE

The following table sets forth for the years ended January 31, 2001,
2000, and 1999 the compensation we paid for services rendered in all capacities
to our Chief Executive Officer and other executive officers whose compensation
exceeded $100,000 during these years:

Long Term
Fiscal Compensation
Name and Principal Position Year Salary Bonus Securities
Underlying
Options/SARS(#)

Martin H. Meyerson, Chairman....................... 2001 $ 600,000 $ 200,000 24,000
2000 600,000 200,000 -
1999 512,500 - -

Kenneth J. Koock, Vice Chairman.................... 2001 1,307,558 - 1,500
2000 1,149,800 - 22,500
1999 434,800 - -
Michael Silvestri, President and Chief
Operating Officer(1)........................ 2001 142,095 50,000 -
2000 200,018 200,000 -
1999 225,018 100,000 115,000
Eugene M. Whitehouse, Senior Vice President and
Chief Operating Officer.................... 2001 177,002 75,000 76,238
2000 146,712 - -
1999 110,006 57,500 50,000

Jeffrey E. Meyerson, Vice President, Trading....... 2001 336,578 - 24,000
2000 207,000 - -
1999 220,000 - -

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(1) Mr. Silvestri retired during fiscal year 2001.

This table does not specify "other compensation" since it is less than 10% of
the total salary and bonus reported for each officer. Mr. Koock does not receive
a base salary. His compensation is based on commissions earned. Mr. Silvestri,
Mr. Whitehouse, and Mr. J. Meyerson earn compensation based on commissions
earned in addition to their contracted salary and incentive amounts.

OPTION GRANTS IN LAST FISCAL YEAR

The following table contains information concerning options granted to
executive officers named in the Summary Compensation Table during the fiscal
year ended January 31, 2001:

% of Total Potential Realizable Value at
Number of Options Assumed Annual Rates of
Securities Un- Granted to Stock Price Appreciation for
derlying Op- Employees in Exercise Expiration Option Term
Name tions Granted Fiscal Year Price($/sh) Date 5%($) 10%($)

Martin H. Meyerson 22,500 3.4 4.40 8/1/10 675 59,625
1,500 0.2 2.50 1/1/04 975 1,680
Eugene M. Whitehouse 75,000 11.3 4.53 2/1/05 0 0
1,238 0.2 2.50 1/1/04 805 1,387
Jeffrey E. Meyerson 22,500 3.4 4.00 8/1/10 9,450 68,625
1,500 0.2 2.50 1/1/04 975 1,680

OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

The following table contains information concerning (I) option
exercises during the fiscal year ended January 31, 2001 by executive officers
named in the Summary Compensation Table, and (ii) the number and value, at
January 31, 2001 of unexercised options held by executive officers named in the
Summary Compensation Table:

Underlying Unexer- Value of Unexer-
cised Options at cised In-the-Money
FY-End (#) (Exer- Options at FY-End
Shares Acquired on cisable/ (Exercisable/
Name Exercise (#) Value Realized ($) Unexercisable) Unexercisable)($)

Martin H. Meyerson - - 297,520/0 553,699/0
Kenneth J. Koock 5,000 7,500 289,000/0 399,375/0
Eugene M. Whitehouse - - 26,238/50,000 1,857/0
Jeffrey E. Meyerson 5,000 7,500 144,000/0 182,344/0

SHARE PERFORMANCE GRAPH

The following graph shows changes over the past five year period ended
January 31, 2001 of $100 invested in: (1) The Nasdaq Stock Market, (2) The
Nasdaq Financial Stocks, and (3) our common stock.

[GRAPHIC OMITTED]

Nasdaq Financial Stocks Nasdaq US Market M.H. Meyerson & Co., Inc.

1/31/96 100.000 100.000 100.000
1/31/97 133.119 131.109 203.125
1/31/98 187.841 154.690 184.375
1/30/99 189.626 242.142 115.625
1/29/00 177.464 378.429 225.000
1/31/01 206.552 265.458 187.500

AUDIT COMMITTEE

Our Board of Directors has determined that all members of the Audit
Committee are "independent" as defined by the standards of the NASDAQ National
Market. A copy of the written charter of the Audit Committee, as adopted by the
Board of Directors, is attached to this proxy statement as Exhibit A. The
Committee reviews and assesses the adequacy of its charter on an annual basis.

As described in its charter, the purpose of the Audit Committee is to
assist the Board in its oversight of the Company's financial reporting, internal
control and audit functions. Management is responsible for the preparation,
presentation and integrity of the Company's financial statements, accounting and
reporting principles, internal controls and procedures designed to ensure
compliance with accounting standards, laws and regulations. Vincent R. Vassallo,
CPA, the Company's independent auditing firm, is responsible for performing an
independent audit of the financial statements in accordance with generally
accepted auditing standards.

The Audit Committee members are not necessarily professional
accountants or auditors, and their functions are not intended to duplicate or
certify the activities of management and the independent auditor. Among other
things, the Audit Committee monitors the activities and performance of the
Company's external auditors, including the audit scope, fees, and auditor
independence matters.

The Audit Committee has furnished the following report. The information
contained in the "Audit Committee Report" is not to be deemed to be "soliciting
material" or to be "filed" with the Securities and Exchange Commission, nor is
such information to be incorporated by reference into any future filings under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, except to the extent that the Company specifically incorporates it
by reference into such filing.

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed the audited financial
statements contained in our Annual Report on Form 10-K for the year ended
January 31, 2001 with our management; has discussed with the independent
auditors the matters required to be discussed by the Statement on Auditing
Standards No. 61 (Codification of Statements on Auditing Standards, AU 380); has
discussed with the independent auditors the independent auditors' independence;
and has received written disclosures and the letter from the independent
accountants required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees).

Based on the review and discussions of the above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2001, for filing with the Securities and Exchange Commission.

The Audit Committee
Martin Leventhal, CPA
Bertram Siegel, Esq.
Alfred T. Duncan

PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

Our Board of Directors has selected Vincent R. Vassallo, CPA as our
auditors for the current fiscal year, subject to ratification by the
shareholders. Fees for the last fiscal year were: annual audit $40,000 and audit
related services $16,000. Vincent R. Vassallo, CPA did not perform any non-audit
services for the Company. A resolution to ratify the appointment will be
presented at the annual meeting. A majority of the votes cast must vote in favor
to ratify the appointment. If the shareholders do not ratify the appointment, we
will reconsider our selection of Vincent R. Vassallo, CPA.

Vincent R. Vassallo, CPA examined the Company's financial statements
for 2001. A representative of this firm is expected be at the meeting and
available to answer questions.

WE RECOMMEND THAT YOU VOTE FOR RATIFICATION OF THE APPOINTMENT OF VINCENT R.
VASSALLO, CPA.

SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Shareholder proposals with respect to the Company's next Annual Meeting
of Shareholders must be received by the Company no later than February 20, 2002
to be considered for inclusion in the Company's next Proxy Statement. Under the
Securities and Exchange Commission's proxy rules, proxies solicited by the Board
of Directors for the 2002 Annual Meeting may be voted at the discretion of the
persons named in such proxies (or their substitutes) with respect to any
shareholder proposal not included in the Company's proxy statement if the
Company does not receive notice of such proposal on or before May 6, 2002,
unless the 2002 Annual Meeting is not held within 30 days before or after the
anniversary date of the 2001 Annual Meeting.

OTHER MATTERS

At the date of mailing of this proxy statement, we are not aware of any
business to be presented at the annual meeting other than the proposals
discussed above. If other proposals are properly brought before the meeting, any
proxies returned to us will be voted as the proxyholders see fit.

By order of the Board of Directors,

/s/ Martin H. Meyerson

Martin H. Meyerson
June 20, 2001 Chairman and Chief Executive Officer

EXHIBIT A
AUDIT COMMITTEE CHARTER

I. Audit Committee Purpose and General Responsibilities

The Audit Committee of the Board of Directors (the "Committee")
oversees management's responsibilities for establishing and maintaining
internal controls designed to ensure (a) the integrity of financial
information, (b) the effectiveness and efficiency of operations, and
(c) compliance with laws, regulations and Company policies. The
Committee's mandate is also to encourage the Company to maintain
effective auditing processes through independent accountants.
Management is responsible for preparing the Company's financial
statements, and the independent accountants are responsible for
auditing those financial statements. The Committee should take the
appropriate actions to set the overall corporate "tone" for quality
financial reporting, sound business risk practices, and ethical
behavior. The Committee is authorized to perform the following
functions and its primary responsibilities are to:

o Provide for direct, confidential communication between the
Committee, the independent accountants and management,
including such private sessions as the Committee may deem
appropriate;

o Examine and reviewing the role, functions and status of the
Company's independent accountants, particularly as concerns:

- Advising the independent accountants that the Board
of Directors, as the shareholders' representative, is
the independent accountants' primary client. The
Committee shall review the independence and
performance of the accountants and annually recommend
to the Board of Directors the appointment of the
independent accountants or approve any discharge of
auditors when circumstances warrant.

- Reviewing management's recommendation as to the
engagement of the independent accountants for the
purpose of auditing and examining the financial
statements of the Company and submitting its
recommendation to the Board for approval;

- Reviewing with the Company's independent accountants
the scope of their proposed audit, the audit
procedures to be utilized and their estimated fees.
Approve the fees and other significant compensation
to be paid to the independent accountants.

- Reviewing management's proposed engagement of the
independent accountants to perform non-audit services
and reviewing whether such engagement would unduly
influence the independent accountants' independence.

o Review with the Company's independent accountants:

- the integrity of the Company's financial
reporting process and systems of internal
controls regarding finance, accounting, and
legal compliance;

- significant issues contained in the
management letters submitted by the
independent accountants and management's
responses thereto;

- the financial reporting process and the
annual published financial statements and
recommend the same to the Board of Directors
for approval;

- filings with the Securities and Exchange
Commission and the NASDAQ National Market
containing financial and operating
disclosure about the Company;

- their audit plan - discuss scope, staffing,
locations, reliance upon management, and
general audit approach.

o Review with the independent accountants and management:

- the appropriateness of the Company's
accounting principles (including those used
for tax reporting purposes);

- the effect of changes in the Company's
accounting principles and auditing
procedures;

- the Company's system to monitor and manage
business risk.

o Review with the independent accountants and management, their
assessment of the adequacy of the Company's internal controls,
including information technology controls and security.
Meetings and/or conversations in this respect should be held
both with and without management present, to discuss the
results of their examinations.

o Review and monitor compliance with the Company's Code of
Conduct or recommend the adoption or modification of the Code
of Conduct; review Company's policies relating to compliance
with laws and regulations, ethics and conflicts of interest.

o Conduct any investigation appropriate to fulfilling its
responsibilities, and it shall have direct access to anyone in
the organization. The Committee shall have the ability to
retain, at the Company's expense, special legal, accounting,
or other consultants or experts it deems necessary in the
performance of its duties.

o Review with management and the chief legal officer, and with
outside counsel, if appropriate, legal and regulatory matters
that may have a material impact on the Company's financial
statements and review significant reports from regulatory
authorities;

o Review the Company's policies and procedures with respect to
senior officers' expense accounts and perquisites, including
their use of corporate assets; and

o Periodically review and recommend to the Board of Directors
approval of changes to the Committee's charter.

II. Audit Committee Composition

The Audit Committee shall be comprised of three directors as determined
by the Board, each of whom shall be independent nonexecutive directors,
free from any relationship that would interfere with the exercise of
his or her independent judgment. All members of the Committee shall
have a basic understanding of finance and accounting and be able to
read and understand fundamental financial statements, and at least one
member of the Committee shall have accounting or related financial
management expertise.

The Committee is composed of only non-employee directors who, in the
opinion of the Board of Directors, are free from any relationship that
would interfere with the exercise of independent judgment, pursuant to
the requirements of the National Market of the NASDAQ and any other
exchange or regulatory requirements to which the Company and/or its
Board of Directors may, from time to time, be subject.

Audit Committee members shall be appointed by the Board of Directors on
recommendation of the Board of Directors, directly, or by the
Nominating Committee of the Board if one exists. If a Committee Chair
is not designated or present, the members of the Committee may
designate a Chair by majority vote of the Committee membership.

III. Additional Specific Responsibilities and Duties of the Committee

Meetings

The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. The Committee Chair shall prepare
and/or approve an agenda in advance of each meeting. The Committee
should meet privately in executive session at least annually with
management, the independent accountants, and as a committee to discuss
any matters that the Committee or each of these groups believe should
be discussed. In addition, the Committee, or at least its Chair, should
communicate with management and the independent accountants quarterly
to review the Company's financial statements and significant findings
based upon the accountants limited review procedures.

Review Procedures

1. Review and reassess the adequacy of this Charter at least
annually. Submit the Charter to the Board of Directors for
approval and have the document published at least every three
years in accordance with SEC regulations.

2. Review the Company's annual audited financial statements prior
to filing or distribution. Review should include discussion
with management and independent accountants of significant
issues regarding accounting principles, practices, and
judgments.

3. In consultation with management and the independent
accountants, consider the integrity of the Company's financial
reporting processes and controls. Discus significant financial
risk exposures and the steps management has taken to monitor,
control, and report such exposures. Review significant
findings prepared by the independent accountants together

with management's responses. A review should also encompass
the quality, not just acceptability, of accounting principles,
the reasonableness of significant judgments, and the clarity
of the disclosures in the financial statements.

4. Review with financial management and the independent
accountants the Company's quarterly financial results prior to
the release of earnings and/or the Company's quarterly
financial statements prior to filing or distribution. Discuss
any significant changes to the Company's accounting principles
and any items required to be communicated by the independent
accountants. The Chair of the Committee may represent the
entire Committee for purposes of this review.

Legal Compliance

5. On at least an annual basis, review with the Company's counsel
any legal matters that could have a significant impact on the
organization's financial statements, the Company's compliance
with applicable laws and regulations, and inquiries received
from regulators or governmental agencies.

Other Audit Committee Responsibilities

6. Annually prepare a report to shareholders as required by the
Securities and Exchange Commission. The report should be
included in the Company's annual proxy statement to the extent
required by law or applicable regulation.

7. Perform any other activities consistent with this Charter, the
Company's by-laws, and governing law, as the Committee or the
Board of Directors deems necessary or appropriate.

8. Maintain minutes of meetings and periodically report to the
Board of Directors on significant results of the foregoing
activities.

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M.H. MEYERSON & CO., INC.

NEWPORT OFFICE TOWER
525 WASHINGTON BOULEVARD
JERSEY CITY, NEW JERSEY 07310

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 31, 2001

The undersigned hereby appoints Martin H. Meyerson and Kenneth J.
Koock, and each of them individually with the power of substitution, as Proxy or
Proxies of the undersigned, to attend and act for on behalf of the undersigned
at the Annual Meeting of Shareholders of M.H. Meyerson & Co., Inc. (the
"Company") to be held at Newport Office Tower, 525 Washington Boulevard, Jersey
City, New Jersey on Tuesday, July 31, 2001, at 8:00 a.m. local time and at any
adjournment thereof, hereby revoking any prior Proxy or Proxies.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED HEREIN BY
THE UNDERSIGNED. IF NO DIRECTION IS MADE, SHARES WILL BE VOTED FOR THE ELECTION
OF DIRECTORS NAMED IN THE PROXY, FOR PROPOSAL 2 AND ON ANY OTHER MATTERS
PROPERLY BROUGHT BEFORE THE SHAREHOLDERS AT THE MEETING.

(CONTINUED AND TO BE DATED AND SIGNED ON OTHER SIDE)

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PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF SHAREHOLDERS
M.H. MEYERSON & CO., INC.

JULY 31, 2001

Please Detach and Mail in the Envelope Provided
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A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

1. Election of FOR WITHHOLD NOMINEES:
two Class III [ ] [ ] Eugene M. Whitehouse
directors. Alfred T. Duncan

FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEES(S):

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

2. Ratification of the appointment of Vincent R. FOR AGAINST ABSTAIN
Vassalo, CPA, as our independent accountant [ ] [ ] [ ]
for our fiscal year ending January 31, 2002.

3. Any other matters properly brought before the shareholders at the
meeting.

PLEASE DATE, SIGN AND RETURN THIS PROXY CARD USING THE ENCLOSED ENVELOPE.

Signature Signature if held jointly
---------------------- -------------------

Dated: , 2001
-------------

NOTE: Signature should conform exactly to name on this Proxy. When shares
are held by joint tenants, both should sign. Executors, administrators,
guardians, trustees, attorneys and officers signing for corporations should
give full title.

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