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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008
                               -------------

                                       Or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File No.    333-73996
                       ---------


                            MORGAN GROUP HOLDING CO.
       (Exact name of small business issuing as specified in its charter)


        Delaware                                               13-4196940
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (IRS Employer
 Incorporation or organization)                           Identification Number)


401 Theodore Fremd Avenue, Rye, New York                        10580
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)


                                 (914) 921-1877
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.


                         
Large accelerated filer   [  ]                                                  Accelerated filer   [  ]
Non-accelerated filer   [  ] (Do not check if a smaller reporting company)      Smaller reporting company   [X]


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
                                                                [X] Yes  [  ] No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date.

            Class                                   Outstanding at July 31, 2008
            -----                                   ----------------------------
   Common Stock, $.01 par value                                3,055,345


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PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements.

Unaudited Financial Statements

           Condensed Balance Sheets as of
           June 30, 2008, December 31, 2007 and June 30, 2007

           Condensed Statements of Operations for the
           Three and Six Months Ended June 30, 2008 and 2007

           Condensed Statements of Cash Flows for the
           Six Months Ended June 30, 2008 and 2007

           Notes to Condensed Financial
           Statements as of June 30, 2008


                                       2



                                                                                                   
                            Morgan Group Holding Co.
                            Condensed Balance Sheets
                                   (Unaudited)
                             (Dollars in thousands)

                                                            June 30,          December 31,         June 30,
                                                       ------------------- ------------------- ------------------
                                                              2008                2007               2007
                                                       ------------------- ------------------- ------------------
ASSETS
Current assets:
Cash and cash equivalents                                            $419                $440               $433
                                                       ------------------- ------------------- ------------------
   Total curent assets                                                419                 440                433
Net assets of The Morgan Group, Inc.                                   --                 - -                 --
                                                       ------------------- ------------------- ------------------
   Total assets                                                      $419                $440               $433
                                                       =================== =================== ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued Liabilities                                                    $1                 $--                 $1
                                                       ------------------- ------------------- ------------------
    Total current liabilities                                           1                  --                  1
                                                       ------------------- ------------------- ------------------

SHAREHOLDERS' EQUITY
Preferred stock, $0.01 par value,
  1,000,000 shares authorized,
  none outstanding                                                     --                  --                 --
Common stock, $0.01 par value,
  10,000,000 shares authorized,
  3,055,345 outstanding                                                30                  30                 30
Additional paid-in-capital                                          5,612               5,612              5,612
Accumulated deficit                                                (5,224)             (5,202)            (5,210)
                                                       ------------------- ------------------- ------------------
    Shareholders' equity                                              418                 440                432
                                                       ------------------- ------------------- ------------------
   Total liabilities and shareholders' equity                        $419                $440               $433
                                                       =================== =================== ==================

See accompanying notes to condensed financial statements

                                       3



                                                                                                     
                            Morgan Group Holding Co.
                       Condensed Statements of Operations
                                   (Unaudited)
           (Dollars and shares in thousands, except per share amounts)


                                                                        Three Months Ended        Six Months Ended
                                                                             June 30,                 June 30,
                                                                      ------------------------ ------------------------
                                                                           2008         2007      2008        2007
                                                                      ------------ ----------- ----------- -----------

Administrative expenses                                                     $ (6)       $ (1)       $(28)        $(2)
Investment income                                                              2           6           6          11
                                                                      ------------ ----------- ----------- -----------
  Net (loss) profit                                                          $(4)         $5        $(22)         $9
                                                                      ============ =========== =========== ===========

Basic and diluted net (loss) profit per share                             $(0.01)      $0.00      $(0.01)      $0.00
                                                                      ============ =========== =========== ===========
Weighted average shares outstanding                                        3,055       3,055       3,055       3,055


See accompanying notes to condensed financial statements

                                       4



                                                                                   
                            Morgan Group Holding Co.
                       Condensed Statements of Cash Flows
                                   (Unaudited)
                             (Dollars in thousands)

                                                                      Six Months Ended
                                                                -----------------------------
                                                                          June 30,
                                                                -----------------------------
                                                                    2008           2007
                                                                ------------- ---------------
Cash Flows from Operating activities:
   Interest received                                                      $6             $11
   Cash paid to suppliers                                                (27)             (1)
                                                                ------------- ---------------
        Net cash (used in) provided by operating activities              (21)             10
                                                                ------------- ---------------
Cash Flow from Investing Activities                                       --              --
                                                                ------------- ---------------
Cash Flow from Financing Activities                                       --              --
                                                                ------------- ---------------
     Net (decrease) increase  in cash                                    (21)             10
Cash, Beginning of  Period                                               440             423
                                                                ------------- ---------------
    Cash,  End of Period                                               $ 419            $433
                                                                ============= ===============


  See accompanying notes to condensed financial statements

                                       5

                            Morgan Group Holding Co.
                          Notes to Financial Statements

Note 1.  Basis of Presentation
         ---------------------

         Morgan Group Holding Co.  ("Holding" or "the Company") was incorporated
         in  November  2001 as a  wholly-owned  subsidiary  of LICT  Corporation
         ("LICT, formerly Lynch Interactive  Corporation") to serve, among other
         business purposes, as a holding company for LICT's controlling interest
         in The Morgan  Group,  Inc.  ("Morgan").  On December 18, 2001,  LICT's
         controlling interest in Morgan was transferred to Holding. At the time,
         Holding owned 68.5% of Morgan's  equity  interest and 80.8% of Morgan's
         voting interest. On January 24, 2002, LICT spun off 2,820,051 shares of
         Holding common stock through a pro rata  distribution  ("Spin-Off")  to
         its stockholders.  LICT retained 235,294 shares of Holding common stock
         to be  distributed  in connection  with the  potential  conversion of a
         convertible   note  that  had  been  issued  by  LICT.  Such  note  was
         repurchased by LICT in 2002 and LICT retains the shares.

         On October 3, 2002,  Morgan  ceased its  operations  when its liability
         insurance expired and it was unable to secure replacement insurance. On
         October 18, 2002,  Morgan and two of its operating  subsidiaries  filed
         voluntary  petitions  under Chapter 11 of the United States  Bankruptcy
         Code in the United States Bankruptcy Court for the Northern District of
         Indiana,  South Bend  Division for the purpose of conducting an orderly
         liquidation of Morgan's assets.

         On October 18, 2002, Morgan adopted the liquidation basis of accounting
         and, accordingly, Morgan's assets and liabilities have been adjusted to
         estimate  net  realizable   value.  As  the  carry  value  of  Morgan's
         liabilities exceeded the fair value of its assets, the liabilities were
         reduced to equal the estimated net realizable value of the assets.

         Management believed that it was unlikely that the Company would realize
         any value from its equity  ownership in Morgan and, given the fact that
         the  Company had no  obligation  or  intention  to fund any of Morgan's
         liabilities,  its  investment  in Morgan was  believed to have no value
         after its liquidation.  Because the liquidation of Morgan was under the
         control  of  the  bankruptcy   court,   the  Company  believed  it  had
         relinquished  control of Morgan and,  accordingly,  deconsolidated  its
         ownership  interest Morgan in its financial  statements during 2002. On
         March  31,  2008,  the  bankruptcy  proceeding  was  concluded  and the
         bankruptcy court dismissed the proceeding. Morgan received no value for
         its equity ownership from the bankruptcy proceeding.

         The accompanying  unaudited condensed consolidated financial statements
         have been prepared in accordance with accounting  principles  generally
         accepted in the United  States for interim  financial  information  and
         with the  instructions  to Form 10-Q and Articles 10 of Regulation S-X.
         Accordingly,  they do not include all of the  information and footnotes
         required  by  accounting  principles  generally  accepted in the United
         States for complete financial statements. In the opinion of management,
         all adjustments  (consisting of normal recurring  accruals)  considered
         necessary for a fair presentation have been included. Operating results
         for the three and six months  ended June 30,  2008 are not  necessarily
         indicative  of the  results  that may be  expected  for the year ending
         December 31, 2008. The preparation of consolidated financial statements
         in conformity  with  accounting  principles  generally  accepted in the
         United States  requires  management to make  estimates and  assumptions
         that  affect the  amounts  reported  in the  financial  statements  and
         accompanying notes. Actual results could differ from these estimates.

         Recently Issued Accounting Pronouncements

         In September  2006, the Financial  Accounting  Standards Board ("FASB")
         issued SFAS No. 157, "Fair Value  Measurements." This Statement defines
         fair  value,  establishes  a  framework  for  measuring  fair  value in
         accordance  with  GAAP,  and  expands   disclosures  about  fair  value
         measurements. The Statement clarifies the rule that fair value be based
         on the assumptions that market  participants  would use when pricing an
         asset  or  liability,  and  establishes  a fair  value  hierarchy  that
         prioritizes  the  framework  and  information  used  to  develop  those
         assumptions.  FASB Staff  Position  157-2 delays the effective  date of
         SFAS No. 157 to allow the FASB Board  additional  time to consider  the
         effect of various  implementation  issues that have arisen, or that may
         arise,  from the application of SFAS No. 157. Under FASB Staff Position
         157-2,  the Company is required to adopt the provisions of SFAS No. 157
         for  financial  statements  issued for  fiscal  years  beginning  after
         November 15, 2008. The adoption of SFAS No. 157 is not expected to have
         a material impact on the Company's consolidated financial statements.

                                       6


         In  December  2007,   the  FASB  issued  SFAS  No.  141(R),   "Business
         Combinations."  SFAS No. 141(R) will require the acquirer in a business
         combination to recognize the assets acquired,  the liabilities assumed,
         and any  noncontrolling  interest in the  acquiree  at the  acquisition
         date,   measured   at  their  fair   values  as  of  that  date,   with
         acquisition-related  costs recognized  separately from the acquisition.
         SFAS  No.  141(R)  applies   prospectively  to  business   combinations
         occurring  on or after  the  beginning  of the first  annual  reporting
         period beginning on or after December 15, 2008.

         In  December  2007,  the  FASB  issued  SFAS No.  160,  "Noncontrolling
         Interests  in  Consolidated   Financial   Statements."   SFAS  No.  160
         establishes   new   accounting   and   reporting   standards   for  the
         noncontrolling  interest in a subsidiary and for the deconsolidation of
         a subsidiary.  SFAS No. 160 is effective for fiscal years  beginning on
         or after December 15, 2008.

         In  March  2008,  the  FASB  issued  SFAS No.  161,  Disclosures  about
         Derivative  Instruments  and Hedging  Activities,  an amendment of FASB
         Statement  No.  133 (SFAS No.  161).  SFAS No.  161  requires  enhanced
         disclosures  regarding an entity's  derivative and hedging  activities.
         These enhanced disclosures include information regarding how and why an
         entity  uses  derivative  instruments;  how to account  for  derivative
         instruments and related hedge items under SFAS No. 133,  Accounting for
         Derivative   Instruments  and  Hedging  Activities,   and  its  related
         interpretations; and how derivative instruments and related hedge items
         affect an entity's financial position,  financial  performance and cash
         flows.  SFAS No. 161 is effective for financial  statements  issued for
         fiscal years and interim periods beginning after November 15, 2008. The
         adoption  of SFAS No.  161 will not  have an  impact  on our  financial
         position, results of operations or liquidity.

Note 2.  Net assets of Morgan Group
         --------------------------

         At June 30, 2008,  December 31, 2007,  and June 30, 2007, the estimated
         value of Morgan's assets in liquidation was insufficient to satisfy its
         estimated obligations.

Note 3.  Income Taxes
         ------------

         The  Company is a "C"  coporation  for Federal  tax  purposes,  and has
         provided for deferred  income taxes for temporary  differences  between
         the financial  statement  and tax bases of its assets and  liabilities.
         The  Company  has  recorded  a full  valuation  allowance  against  its
         deferred  tax asset of  approximately  $1.7  million  arising  from its
         temporary  basis  differences  and  tax  loss   carryforward,   as  its
         realization  is dependent  upon the generation of future taxable income
         during the period when such losses would be deductible.

         Pursuant to Sections 382 and 383 of the Internal  Revenue Code,  annual
         use of any of the Company's net  operating  loss carry  forwards may be
         limited  if  cumulative  changes  in  ownership  of more than 50% occur
         during any three year period.

 Note 4. Commitments and Contingencies
         -----------------------------

         Holding has not guaranteed any of the  obligations of Morgan and it has
         no further commitment or obligation to fund any creditors.

                                       7


ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

Overview

On October 18, 2002,  Morgan  adopted the  liquidation  basis of accounting  and
accordingly,  Morgan's assets and liabilities have been adjusted to estimate net
realizable  value.  As the carrying value of Morgan's  liabilities  exceeded the
fair value of its assets,  the  liabilities  were reduced to equal the estimated
net realizable value of the assets.

The Company currently has no operating  businesses and will seek acquisitions as
part of its  strategic  alternatives.  Its  only  costs  are the  administrative
expenses  required to make the regulatory  filings needed to maintain its public
status. These costs are estimated at $30,000 to $40,000 per year.

Results of Operations

For the three months ended June 30, 2008,  the Company  incurred about $6,000 of
expenses as compared to about  $1,000 of expenses in the three months ended June
30, 2007.  During the three months  ended June 30,  2008,  the Company  incurred
professional fees of associated with the audit,  review, and filing of its 2008,
2007 and 2006 financial  statements.  No audit or review  expenses were recorded
during the previous year.

For the six months ended June 30, 2008,  the Company  incurred  about $28,000 of
expenses as compared  to about  $2,000 of expenses in the six months  ended June
30,  2007.  During the six months  ended June 30,  2008,  the  Company  incurred
$23,000  for the audit and  review  fees for its 2008,  2007 and 2006  financial
statements.  No audit or review expenses were recorded during the previous year.
Also, during 2008 $3,000 of legal expenses were incurred.

Investment  income was  approximately  $2,000 in the three months ended June 30,
2008 as compared to about $6,000 in the three  months  ended June 30, 2007,  and
approximately  $6,000 in the six months ended June 30, 2008 as compared to about
$11,000  in the six  months  ended  June 30,  2007 as a result of the  Company's
investment in a United States  Treasury money market fund.  Lower interest rates
caused the decreases in 2008.


Liquidity and Capital Resources

As of June 30,  2008,  the  Company's  only assets  consisted  of  approximately
$419,000 in cash and a capital loss carry  forward of about $4 million  which it
expects  will  substantially  expire in 2013.  The ability to utilize this carry
forward is dependent on the  Company's  ability to generate a capital gain prior
to its expiration.

Off Balance Sheet Arrangements

None.

Item 3.  Quantitative and Qualitative Analysis of Market Risk

As of June 30, 2008, the Company had no market sensitive assets or liabilities,
and, as a result, management believes that the Company is minimally exposed to
changes in market risk.

Recently Issued Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No.  157,  "Fair  Value   Measurements."  This  Statement  defines  fair  value,
establishes a framework for measuring  fair value in accordance  with GAAP,  and
expands disclosures about fair value  measurements.  The Statement clarifies the
rule that fair value be based on the assumptions that market  participants would
use when pricing an asset or liability,  and  establishes a fair value hierarchy
that   prioritizes  the  framework  and   information   used  to  develop  those
assumptions. FASB Staff Position 157-2 delays the effective date of SFAS No. 157
to allow the FASB  Board  additional  time to  consider  the  effect of  various
implementation  issues that have arisen, or that may arise, from the application
of SFAS No. 157.  Under FASB Staff  Position  157-2,  the Company is required to
adopt the provisions of SFAS No. 157 for financial  statements issued for fiscal
years  beginning  after  November 15, 2008.  The adoption of SFAS No. 157 is not
expected  to have a  material  impact on the  Company's  consolidated  financial
statements.

                                       8


In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations." SFAS
No. 141(R) will require the acquirer in a business  combination to recognize the
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree at the acquisition date, measured at their fair values as of that date,
with acquisition-related costs recognized separately from the acquisition.  SFAS
No. 141(R) applies prospectively to business combinations  occurring on or after
the  beginning  of the  first  annual  reporting  period  beginning  on or after
December 15, 2008.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated  Financial Statements." SFAS No. 160 establishes new accounting and
reporting standards for the noncontrolling  interest in a subsidiary and for the
deconsolidation  of a  subsidiary.  SFAS No. 160 is  effective  for fiscal years
beginning on or after December 15, 2008.

In March  2008,  the FASB  issued SFAS No.  161,  Disclosures  about  Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (SFAS
No.  161).  SFAS No. 161  requires  enhanced  disclosures  regarding an entity's
derivative  and  hedging   activities.   These  enhanced   disclosures   include
information regarding how and why an entity uses derivative instruments;  how to
account for derivative  instruments  and related hedge items under SFAS No. 133,
Accounting for Derivative  Instruments and Hedging  Activities,  and its related
interpretations;  and how derivative  instruments and related hedge items affect
an entity's financial position,  financial  performance and cash flows. SFAS No.
161 is effective  for financial  statements  issued for fiscal years and interim
periods beginning after November 15, 2008. The adoption of SFAS No. 161 will not
have an impact on our financial position, results of operations or liquidity.

Item 4T.  Controls and Procedures

a)       Evaluation of Disclosure Controls and Procedures
         ------------------------------------------------

         Our Chief Executive  Officer and Chief Financial Officer have evaluated
the  effectiveness  of the  Company's  disclosure  controls and  procedures  (as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities  Exchange Act of 1934
(the "Act")) as of the end of the period  covered by this report.  Based on that
evaluation,  the Chief  Executive  Officer  and  Chief  Financial  Officer  have
concluded that the Company's disclosure controls and procedures as of the end of
the period covered by this report were designed and were functioning effectively
to provide reasonable assurance that the information required to be disclosed by
the Company in reports  filed under the Act is recorded,  processed,  summarized
and  reported  within the time  periods  specified in the rules and forms of the
Securities and Exchange Commission. The Company believes that a controls system,
no matter how well designed and operated, cannot provide absolute assurance that
the objectives of the controls system are met, and no evaluation of controls can
provide  absolute  assurance that all control issues and instances of fraud,  if
any, within a company have been detected.

(b)      Changes in Internal Controls
         ----------------------------

         During the period covered by this report, there have been no changes in
our internal control over financial reporting that have materially affected,  or
are reasonably likely to materially affect, our financial statements.

                                       9


Forward Looking Discussion
--------------------------

This  report  contains  a  number  of  forward-looking   statements,   including
statements  regarding the  prospective  adequacy of the Company's  liquidity and
capital  resources  in the near term.  From time to time,  the  Company may make
other oral or  written  forward-looking  statements  regarding  its  anticipated
operating revenues, costs and expenses, earnings and other matters affecting its
operations  and  condition.  Such  forward-looking  statements  are subject to a
number of material  factors,  which could cause the  statements  or  projections
contained  therein,  to be  materially  inaccurate.  Such  factors  include  the
estimated administrative expenses of the Company on a go forward basis.

                                       10

PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         Exhibit 3.1   Certificate of Incorporation of the Company*

         Exhibit 3.2   By-laws of the Company*

         Exhibit 31.1  Chief Executive Officer Rule 15d-14(a) Certification.

         Exhibit 31.2  Principal Financial Officer Rule 15d-14(a) Certification.

         Exhibit 32.1  Chief Executive Officer Section 1350 Certification.

         Exhibit 32.2  Principal Financial Officer Section 1350 Certification.


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

*  Incorporated  by  reference  to the  exhibits to the  Company's  Registration
   Statement on Form S-1 (Registration No. 333-73996).

                                       11


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
and  Exchange  Act of 1934,  the  Registrant  has duly  caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


MORGAN GROUP HOLDING CO.



By: /s/ Robert E. Dolan
    -------------------
    ROBERT E. DOLAN
    Chief Financial Officer

July 31, 2008


                                       12