4/A 1 doc1.htm Form 4
Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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(f) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person*
Robotti, Robert Edward
2. Issuer Name and Ticker or Trading Symbol
The Morgan Group, Inc.   (MG)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
___ Director                    _X_ 10% Owner
___ Officer (give             ___ Other (specify
                  title below)                     below)


(Last)             (First)            (Middle)

c/o Robotti & Company, Incorporated
52 Vanderbilt Avenue, Suite 503
3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Year
08/2002
(Street)

New York, New York 10017
5. If Amendment, Date of Original (Month/Year)
7. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3)
2. Transaction Date
(Month/Day/Year)
3. Transaction
Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
6. Owner-
ship Form:
Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A)
or
(D)
Price
CLASS A COMMON STOCK - NO PAR VALUE 08/23/2002 P   79,000 A $0.65 181,200 (1)(2) I (3)
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 Instructions 4(b)(v).
 
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(Over)
SEC 1474 (3-99)
FORM 4 (continued)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
 
1.Title of Derivative Security
(Instr.3)
2. Conversion or
Exercise
Price of
Derivative
Security
3. Transaction
Date
(Month/
Day/
Year)
4. Transaction 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
(Month/Day/Year)
7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)
8. Price of
Derivative
Security
(Instr. 5)
9.Number of
Derivative
Securities
Beneficially
Owned at
End of
Month
(Instr. 4)
10. Ownership
Form of
Derivative
Security:
Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exercisable
Expiration
Date
Title Amount
or
Number
of Shares
                             
Explanation of Responses:

(1)This amount includes 50,500 shares of Class A Common Stock and 50,500 Class A Warrants directly owned by discretionary accounts of Robotti & Company, Incorporated ("Robotti & Company"), a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934 ,as amended ("Exchange Act"), and an investment advisor registered under the Investment Advisors Act of 1940 ,as amended, and beneficially owned by its discretionary brokerage customers and advisory clients. Robotti & Company disclaims beneficial ownership of such securities.
(2) This amount includes 51,700 shares of Class A Common Stock and 13,275 Class A Warrants directly owned by The Ravenswood Investment Company, L.P. ("RIC") and beneficially owned by its partners. Ravenswood Management Company, L.L.C. ("RMC"), serves as the general partner of RIC. Both RIC and RMC disclaim beneficial ownership of such securities.
(3)Robert E. Robotti ("Robotti") is deemed to beneficially own (solely for the purpose of Rule 16a-1(a)(2) under the Exchange Act) the securities set forth in (1) and (2) above through his proportionate ownership of Robotti & Company, by virtue of the investment discretion Robotti & Company has over the accounts of its brokerage customers and advisory clients, and as a managing member of RMC which serves as the general partner of RIC. Mr. Robotti disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

*Individually and as President, Director and Treasurer of Robotti & Company, Incorporated


** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/ Robert E. Robotti*
**Signature of Reporting Person
09/10/2002 
Date
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