Exhibit 99.1
                                                                    ------------

                    LETTER TO CLASS A STOCKHOLDERS OF RECORD

                             THE MORGAN GROUP, INC.

                 UP TO 1,248,157 SHARES OF CLASS A COMMON STOCK
                   OFFERED PURSUANT TO WARRANTS DISTRIBUTED TO
                     STOCKHOLDERS OF THE MORGAN GROUP, INC.

Dear Stockholders:

         This letter is being  provided to all holders of Class A common  stock,
of record on _________, 2001 (the "Record Date"), of The Morgan Group, Inc. (the
"Company"),  in connection  with the  distribution  of warrants  ("Warrants") to
purchase  shares of the  Company's  Class A Common  Stock,  $.015 par value (the
"Class A Common Stock"),  at the warrant  exercise price of $9.00 per share (the
"Warrant Exercise Price").  The warrants are further described in the Prospectus
dated ________, 2001 (the "Prospectus"). In addition, the Warrant Exercise Price
will be reduced to $6.00 during a reduction period of at least 30 days to be set
by our Board of Directors.

         Each  beneficial  owner of shares of the Company's Class A Common Stock
is entitled to receive one Warrant for each share of Class A Common  Stock owned
as of the Record Date, and to purchase one (1) share of the Class A Common Stock
for each Warrant held.

         Enclosed are copies of the following documents:

         1.       The Prospectus;

         2.       The Warrant Certificate; and

         3.       Instructions.

         The Warrants  have a five-year  term and will expire at 5:00 p.m.,  New
York City Time,  on  ___________,  2006,  unless  extended by the  Company  (the
"Expiration Time").

         To exercise the Warrants,  a properly  completed  and executed  Warrant
Certificate and payment in full of the aggregate Warrants Exercise Price for all
of the Warrants  exercised  must be delivered to American Stock Transfer & Trust
Company, as indicated in the Prospectus, prior to the Expiration Time.

         Additional copies of the Prospectus may be obtained from American Stock
Transfer & Trust Company. Its toll-free telephone number is (800) 777-0800.

                                               Very truly yours,

                                               THE MORGAN GROUP, INC.