UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

Morgan Group Holding Co.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
61735R104
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     [  ]  Rule 13d-1(b)

     [X]   Rule 13d-1(c)

     [  ]   Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 

 
                     
CUSIP No.
  
61735R104 

           
1   NAMES OF REPORTING PERSONS:
   
 

Walter P. Carucci
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)    [   ]
  (b)    [   ]
   
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
 

Walter P. Carucci - U.S. Citizen
   
       
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH:
 5   SOLE VOTING POWER:
   
 

0

   
     
6   SHARED VOTING POWER:
   
  0
   
     
7   SOLE DISPOSITIVE POWER:
   
  0
   
     
8   SHARED DISPOSITIVE POWER:
   
  0
   
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  0
   
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
   [   ]
   
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
 

0%
   
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  Walter P. Carucci - IN

SCHEDULE 13G
     
Item 1(a)
Name of Issuer.
 
    
 
Morgan Group Holding Co.
 
    
Item 1(b)
Address of Issuer's Principal Executive Offices.
 
    
 

Morgan Group Holding Co.
401 Theodore Fremd Avenue
Rye, NY 10580

 
    
Item 2(a)
Name of Person Filing.
 
    
 

Walter P. Carucci

 
    
Item 2(b)
Address of Principal Business Office or, if none, Residence.
 
    
 

Walter P. Carucci
c/o Carr Securities Corporation
14 Vanderventer Ave., Suite 210
Port Washington, NY 11050

 
    
Item 2(c)
Citizenship.
 
    
 

Walter P. Carucci is a U.S. Citizen.

 
    
Item 2(d)
Title of Class of Securities.
 
    
 
Common Stock, $0.01 Par Value
 
    
Item 2(e)
CUSIP Number.
 
    
 
61735R104
     
Item 3   This statement is not filed pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c).
 
    
 
  
Item 4   Ownership.
       
 
     Walter P. Carucci died on May 11, 2013. At the time of his death, his interest in the shares of the Common Stock with respect to which he formerly held voting and dispositive authority terminated.
       
 
  (a) Amount beneficially owned: 0
 
 
  (b)

Percent of Class: 0%
 
 
  (c) Number of Shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 0

 
Item 5   Ownership of Five Percent or Less of a Class.
 
    This statement is being filed to report the fact that, as of the date hereof, the reporting person ceased to be the beneficial owner of more than 5 percent of the class of securities.
 
Item 6   Ownership of More Than Five Percent on Behalf of Another Person.
 
    Not applicable.
 
Item 7   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On By the Parent Holding Company or Control Person.
 
    Not applicable.
 
Item 8   Identification and Classification of Members of the Group.
 
    Not applicable.
 
Item 9   Notice of Dissolution of Group.
 
    This filing group has been dissolved and further Statements on Schedule 13G with respect to the group members' interest in the Common Stock will be filed separately.
 
Item 10   Certification.
 
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
     
             
    ESTATE OF WALTER P. CARUCCI
    Date: February 11, 2014
 
            
    By:   Claudia B. Carucci, Executor
 
            
        By:   /s/ Beth N. Lowson
 
           
            Name: Beth N. Lowson
            Title: Attorney-In-Fact
            The Nelson Law Firm, LLC
            White Plains Plaza
            One North Broadway, Suite 712
            White Plains, NY 10601
             
             
             

 

POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Stephen J. Nelson, Mary Anne Mayo, Scott M. Dubowsky and Beth N. Lowson, each of The Nelson Law Firm, LLC, White Plains Plaza, One North Broadway, White Plains, NY 10601, signing singly, with full power of substitution, as the true and lawful attorney of the undersigned, and authorizes and designates each of them to sign on behalf of the undersigned, and to file filings and any amendments thereto made by or on behalf of the undersigned in respect of the beneficial ownership of equity securities held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d), 13(g) or 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of January, 2014.
     
 
By: /s/ Claudia Carucci
 
   
    Claudia Carucci