Exhibit 32.2


            CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection  with the Annual Report on Form 10-K of Morgan Group Holdings
Co. (the  "Company")  for the year ended  December 31,  2008,  as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  Robert E.
Dolan,  as  Principal  Accounting  Officer  of the  Company,  hereby  certifies,
pursuant  to 18  U.S.C.  ss.  1350,  as  adopted  pursuant  to  ss.  906  of the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.



                                         /s/ Robert E. Dolan
                                         -------------------
                                         Name: Robert E. Dolan
                                         Title: Principal Accounting Officer
Date: March 23, 2009