SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                   FORM 8-K/A

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934


Date of Report (Date of Earliest Event Reported) May 2, 2003
                                                 -----------


                            MORGAN GROUP HOLDING CO.
                            ------------------------

             (Exact Name of Registrant as Specified in its Charter)



    Delaware                       333-73996               13-4196940
    --------                       ---------               ----------
(State of other               (Commission File          (IRS Employer
Jurisdiction of                   Number)               Identification)
Incorporation)




401 Theodore Fremd Avenue  Rye, New York                      10580
- -------------------------  -------------                      -----
(Address of Principal Executive Offices                     Zip Code



Registrant's Telephone Number, Including Area Code: 914-921-1877
                                                    ------------






ITEM 4.  Change In Registrant's Certifying Accountant.
         --------------------------------------------

On May 12, 2003, Morgan Group Holding Co. (the "Company") filed a Current Report
on Form 8-K (the "Form  8-K")  reporting  the  cessation  of the  client-auditor
relationship.  At the time of such  filing,  the  letter  from Ernst & Young LLP
stating whether it agrees with the statements made by the Company in response to
Item 304(a) of Regulation S-K was unavailable.

The Company hereby amends the Form 8-K by filing the letter of Ernst & Young LLP
addressed to the Securities and Exchange Commission,  which was furnished to the
Company on May 15, 2003, as Exhibit 16.1 to the Form 8-K.

ITEM 7.  Financial Statements and Exhibits.
         ---------------------------------

          (c)  Exhibit  16.1--Letter  of  Ernst &  Young  LLP  addressed  to the
               Securities and Exchange Commission, dated May 15, 2003.









                                    SIGNATURE

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

                                      Morgan Group Holding Co.

                                      /s/Robert E. Dolan
                                      ------------------------------
                                      Robert E. Dolan
                                      Chief Financial Officer




Date:  May 16, 2003






                                  EXHIBIT INDEX

Exhibit  16.1--  Letter of Ernst & Young LLP  addressed  to the  Securities  and
Exchange Commission, dated May 15, 2003.