Exhibit 99.2

                        CERTIFICATION OF CFO 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 Holding
Co. (the  "Company")  for the year ended  December 31,  2002,  as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  Robert E.
Dolan, as Chief Financial 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: Chief Financial Officer

Date: March __, 2003



This   certification   accompanies  the  Report  pursuant  to  ss.  906  of  the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of ss.18
of the Securities Exchange Act of 1934, as amended.