Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* CARUCCI WALTER P /NY	2. Issuer Name and Ticker or Trading Symbol MORGAN GROUP HOLDING CO [MGHL]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) __ X __ Other (specify below) See Remarks
(Last) (First) (Middle) C/O CARR SECURITIES CORP, 14 VANDERVENTER AVENUE, SUITE 210	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2012
(Street) PORT WASHINGTON, NY 11050 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form Filed by One Reporting Person _ X _ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 Par Value	10/23/2012		S4	8290	D	$0.2	425599 ⁽¹⁾	I	See Footnote 2 ⁽²⁾
Common Stock, $0.01 Par Value	10/24/2012		S4	3300	D	$0.25	425599 ⁽¹⁾	I	See Footnote 3 ⁽³⁾
Common Stock, $0.01 Par Value	11/13/2012		P4	400	A	$0.16	425599 ⁽¹⁾	I	See Footnote 3 ⁽³⁾
Common Stock, $0.01 Par Value	11/26/2012		P4	1200	A	$0.16	425599 ⁽¹⁾	I	See Footnote 3 ⁽³⁾

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (MM/DD/YYYY)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	This Group filing reflects 177,999 shares of the Issuer owned by Walter P. Carucci, 31,500 shares of the Issuer owned by Uncle Mills Partners, of which Mr. Carucci is a partner, and 216,100 shares of the Issuer owned by Bernard Zimmerman & Company, Inc., the other Reporting Person for this Group filing.
( 2)	By Carr Securities Corporation, of which Walter P. Carucci is the President.
( 3)	By Uncle Mills Partners, of which Mr. Carucci is a partner.

Remarks:
Walter P. Carucci and Bernard Zimmerman & Company, Inc. may collectively be deemed a 10% Owner of the Issuer.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CARUCCI WALTER P /NY C/O CARR SECURITIES CORP 14 VANDERVENTER AVENUE, SUITE 210 PORT WASHINGTON, NY 11050		X		See Remarks
ZIMMERMAN BERNARD 18 HIGH MEADOW RD WESTON, CT 06883		X		See Remarks

Signatures
/s/Beth N. Lowson, as Attorney-in-Fact for Walter P. Carucci and Bernard Zimmerman		2/12/2013
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(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).
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