Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Carucci Claudia B
 2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2014		 3. Issuer Name and Ticker or Trading Symbol
MORGAN GROUP HOLDING CO [MGHL]
(Last)
(First)
(Middle)
17 EAGLE ISLAND PLACE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SHELDON, SC 29941-3017		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.01 Par Value 177,999
D
 
Common Stock, $0.01 Par Value 18,900
I
See Footnote (1) (1)
Common Stock, $0.01 Par Value 216,100
I
See Footnote (2) (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carucci Claudia B
17 EAGLE ISLAND PLACE
SHELDON, SC 29941-3017		     X    
Uncle Mills Partners, LLC
17 EAGLE ISLAND PLACE
SHELDON, SC 29941-3017		     X    
ZIMMERMAN BERNARD
18 HIGH MEADOW RD
WESTON, CT 06883		     X    

Signatures

Beth N. Lowson, Attorney-in-Fact for Claudia B. Carucci, Uncle Mills Partners, LLC and Bernard Zimmerman 02/12/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Owned by Uncle Mills Partners, LLC, a limited liability company, of which Claudia B. Carucci is the Manager.
(2) Owned by Bernard Zimmerman & Company, Inc, of which Bernard Zimmerman is the President and majority shareholder.
 
Remarks:
Claudia B. Carucci, Uncle Mills Partners, LLC and Bernard Zimmerman may collectively be deemed a 10% Owner of the Issuer.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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