UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
M.H. Meyerson & Co., Inc.
- -----------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- -----------------------------------------------------------
(Title of Class of Securities)
55301Q
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(CUSIP Number)
Gregg Giaquinto
111 Broadway, 3rd Floor
New York, New York 10006
- -----------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
May 24, 2000
- -----------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ]
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 disclosures provided in a prior cover page.
The information required on 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
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otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
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CUSIP No.: 55301Q
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Electronic Trading Group, L.L.C. - ID #133802811
2. Check the Appropriate Box if a Member of a Group
a. [ ]
b. [ ]
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(D) or 2(E)
[ ]
6. Citizenship or Place of Organization
Illinois
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
485,300
8. Shared Voting Power:
0
9. Sole Dispositive Power:
485,300
10. Shared Dispositive Power:
0
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person
485,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
7.4%
14. Type of Reporting Person
B/D
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Electronic Trading Group, L.C.C. hereby amends and
supplements the Schedule 13D dated as of April 17, 2000
originally filed with the Securities and Exchange
Commission (the "SEC") on April 27, 2000 as amended by
Amendment No. 1 dated as of April 24, 2000 filed with
the SEC on April 28, 2000 (the "Schedule") as follows:
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule is hereby amended by
inserting the following after the first paragraph
thereof:
From April 25, 2000 to May 24, 2000, the Company
purchased and sold shares of the Issuer's Common
Stock resulting in an aggregate purchase of 97,500
additional shares through open market transactions
at average daily prices ranging from $3.5625 to
$4.4147 per share, for an aggregate purchase price
of $371,053.13, all of which was paid in cash that
was deducted from the Company's working capital.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Schedule is hereby amended by
deleting the first sentence and inserting the following text
in lieu thereof:
The Company beneficially owns, in the aggregate,
485,300 shares of the Issuer's Common Stock which
constitutes 7.4% of the Issuer's outstanding Common
Stock as of March 31, 2000.
Item 5(b) of the Schedule is hereby amended by
deleting "387,800" in the first line and inserting "485,300"
in lieu thereof.
Item 5(c) of the Schedule is hereby amended by
inserting the following after the fourth sentence thereof:
From April 25, 2000 to May 24, 2000, the Company
purchased 97,500 additional shares of the Issuer's
Common Stock in open market transactions.
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Item 7. Material to be Filed as Exhibits
Item 7.1 of the Schedule is hereby amended by
deleting "April 24, 2000" in the third line and inserting
"May 24, 2000" in lieu thereof.
Addendum 1 to the Schedule is hereby amended by
inserting the following at the end thereof:
Shares Shares Average Price Per Share
Date Purchased (Sold) Position (Excluding commission)
4/25/00 10,700 0 398,500 4.4147
4/26/00 1,100 0 399,600 4.4063
5/10/00 900 0 400,500 4.0000
5/18/00 500 0 401,000 3.9375
5/18/00 2,500 0 403,500 4.0000
5/19/00 2,500 0 406,000 3.9375
5/22/00 35,000 0 441,000 3.7857
5/23/00 5,000 0 446,000 3.6875
5/23/00 2,500 0 448,500 3.7500
5/24/00 10,000 0 458,500 3.5625
5/24/00 21,800 0 480,300 3.6250
5/24/00 2,500 0 482,800 3.6875
5/24/00 2,500 0 485,300 3.7500
_____________________________________________________________
Subtotal from
4/25/00 to
5/24/00 97,500 0
Aggregate
4/24/00
position 387,800
______________________________________________________________
Total as of
5/24/00 516,700 (31,400) 485,300 4.5675
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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.
ELECTRONIC TRADING GROUP, L.L.C.
/s/ Robert Kanter
_____________________________
By: Robert Kanter
Title: Member Manager
Date: May 26, 2000
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02764001.AA3
