8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                     ---------------------------------------

                                    FORM 8-K


                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                        Date of Report: January 14, 2002


                         MARKETING SERVICES GROUP, INC.
                          -----------------------------
               (Exact name of Registrant as specified in charter)


               Nevada                 0-16730              88-0085608
 ------------------------------------------------------------------------------
           (State or other          (Commission         (I.R.S. Employer
           jurisdiction of           File No.)         Identification No.)
           incorporation)



                               333 Seventh Avenue
                            New York, New York 10001
                    (Address of Principal Executive Offices)


                                  917/339-7100
                                  ------------
              (Registrant's telephone number, including area code)









Item 5. Other Events

On January 14, 2002, Marketing Services Group, Inc. ("the Company") issued a
press release with respect to the partial conversion of the Company's Series E
preferred stock. The press release appears as Exhibit 99.1 and is filed and
incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(a)     N/A

(b)     N/A

(c)     The following documents are filed herewith as exhibits to this Form 8-K:

         99.1     Press release of the Registrant dated January 14, 2002








                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                MARKETING SERVICES GROUP, INC.

Date: January 14, 2002                      By: /s/ Cindy H. Hill
      ----------------                          --------------------------------
                                                Title: Chief Accounting Officer

EX-99

KCSA
Public Relations
Worldwide                                                               News
- --------------------------------------------------------------------------------
Public & Investor Relations, Corporate & Marketing Communications



FOR: Marketing Services Group, Inc.

COMPANY CONTACT:                                                KCSA CONTACT:
David Sasso                                                     Lee Roth
(917) 339-7246                                                  (212) 896-1209
dsasso@mktgservices.com                                         lroth@kcsa.com



    Marketing Services Group Announces Partial Conversion of Preferred Stock


NEW YORK, NY, January 14, 2002 -- Marketing Services Group (Nasdaq: MKTG), a
leading relationship marketing company, today announced that the holders of the
Company's Series E preferred stock have recently converted an aggregate of
approximately 5% of their preferred stock into 728,029 shares of common stock.
The preferred shareholders are limited in their conversion to an additional
175,837 shares of common stock pursuant to the conditions of the agreement of
February 24, 2000. Any additional conversion, beyond those outlined above will
require shareholder approval based upon the 19.99% NASDAQ stock issuance
limitations and the terms of the preferred stock itself. The maximum conversion
is based upon the approximate 4,521,590 split-adjusted shares outstanding as of
the date of the original agreement. The limitations, rights and obligations with
respect to future conversions, are set forth in the Company's public filings
including its most recent 10-K.


Commenting on the conversion, Jeremy Barbera, Chairman and CEO said, "The
instrument was structured so that the preferred owners are not permitted to
convert into an amount of common stock that would give any holder beneficial
ownership of more than 4.9% of our common stock at any time. As a result of the
conversion, our obligations have been reduced and only a small amount of
additional conversions can be completed in the near-term without shareholder
approval." Mr. Barbera further noted, "This instrument has a fixed conversion
price of $2.3460 per share which was reset upon the recent exercisability of the
GE warrants."


About Marketing Services Group
Marketing Services Group, Inc. (Nasdaq: MKTG), which is changing its name to
MKTG Services Inc., is a leading relationship marketing company focused on
assisting corporations with customer acquisition and retention strategies and
solutions. Its customized marketing capabilities combine comprehensive
traditional marketing tactics with an aggressive integration of sophisticated
new media applications encompassing direct marketing, database management,
analytics, interactive marketing services, telemarketing and media buying.
Operating in seven major cities in the United States, the Company provides
strategic services to Fortune 1000 and other prominent organizations in key
industries including: Entertainment, Publishing, Fundraising,
Business-to-Business, Education and Financial Services. General Electric Company
has been the largest shareholder of the Company since 1997. The corporate
headquarters is located at 333 Seventh Avenue, New York, NY 10001. Telephone:
917-339-7100. Additional information is available on the Company's
website: http://www.mktgservices.com.
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