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, 2009, 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 16, 2010