UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
M.H. Meyerson & Co., Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
55301Q
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(CUSIP Number)
Gregg Giaquinto
111 Broadway, 3rd Floor
New York, New York 10006
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(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
September 14, 2000
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(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
<PAGE>
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.
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CUSIP No.: 55301Q
1. Name of Reporting Persons
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 - See Item 3
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:
See Item 5
8. Shared Voting Power:
See Item 5
9. Sole Dispositive Power:
See Item 5
10. Shared Dispositive Power:
See Item 5
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person
551,200 - See Item 5 (not to be construed as an
admission of beneficial ownership)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
8.4% - See Item 5
14. Type of Reporting Person
B/D
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<PAGE>
CUSIP No.: 55301Q
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert Kanter - ID #051321390
2. Check the Appropriate Box if a Member of a Group
a. [ ]
b. [ ]
3. SEC Use Only
4. Source of Funds
N/A
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(D) or 2(E)
[ ]
6. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
See Item 5
8. Shared Voting Power:
See Item 5
9. Sole Dispositive Power:
See Item 5
10. Shared Dispositive Power:
See Item 5
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<PAGE>
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
551,200 - See Item 5 (not to be construed as an
admission of beneficial ownership)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
8.4% - See Item 5
14. Type of Reporting Person
IN
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<PAGE>
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
(i) Amendment No. 1 dated as of April 24, 2000 filed
with the SEC on April 28, 2000; (ii) Amendment No. 2
dated as of May 24, 2000 filed with the SEC on May 26,
2000; (iii) Amendment No. 3 dated as of July 27, 2000
filed with the SEC on August 1, 2000 and (iv) Amendment
No. 4 dated as of September 5, 2000 filed with the SEC
on September 12, 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 at the end of the first
paragraph thereof:
From September 12, 2000 to September 14, 2000, the
Company purchased and sold shares of the Issuer's
Common Stock resulting in an aggregate net purchase
of 14,500 additional shares through open market
transactions at average daily prices ranging from
$4.9375 to $7.1250 per share, for a net purchase
price of $49,312.09, all of which was paid in cash
that was deducted from the Company's working
capital. 27,000 shares were purchased through an
account at Spear, Leeds & Kellogg ("SLK"), a
broker-dealer, pursuant to arrangements under which
SLK may be deemed to have extended credit in
connection with such purchases.
Item 3 of the Schedule is hereby further amended by
inserting the following at the end thereof:
From September 6, 2000 to September 13, 2000, an
affiliate of the Company purchased and sold shares
of the Issuer's Common Stock resulting in an
aggregate net sale of 81,300 shares through open
market transactions at average daily prices ranging
from $5.2813 to $6.3125 per share, for a net sale
price of $468,309.38. 24,100 shares were purchased
through an account at SLK pursuant to arrangements
under which SLK may be deemed to have extended
credit in connection with such purchases. As of
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<PAGE>
September 13, 2000 the affiliate no longer held any
shares of the Issuer.
Item 4. Purpose of Transactions
Item 4 of the Schedule is hereby deleted in its
entirety and replaced with the following:
The Company may buy or sell additional shares of
the Issuer in the open market, depending on
business and market conditions, share price, its
continuing evaluations of the business and
prospects of the Issuer and other factors.
Although it has no current plans to do so, as was
the case before the sales of shares of the Issuer
reported herein, the Company may in the future:
1. engage in an extraordinary corporate
transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries; or
2. acquire a sufficient number of additional
shares to exercise control of the Issuer.
The Company has no present plans to engage in any
of the other actions listed in Item 4 of the
instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Schedule is hereby deleted in its
entirety and replaced with the following:
The Company beneficially owns, in the aggregate,
551,200 shares of the Issuer's Common stock which
constitutes 8.4% of the Issuer's outstanding Common
Stock as of September 5, 2000.
Item 5(b) of the Schedule is hereby deleted in its
entirety and replaced with the following:
Of the 551,200 shares of Common Stock beneficially
owned by the Company, Mr. Kanter may be deemed to
share with the Company (i) the power to vote or
direct the vote of all of the shares and (ii) the
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<PAGE>
power to dispose or direct the disposition of all
the shares.
Item 5(c) of the Schedule is deleted in its
entirety and replaced with the following:
As shown in Addendum 1 hereto, from September 12,
2000 to September 14, 2000, the Company made a net
purchase of 14,500 additional shares of the
Issuer's Common Stock in open market transactions.
As shown on Addendum 2 hereto, from September 6,
2000 to September 13, 2000, an affiliate of the
Company purchased and sold shares of the Issuer's
Common Stock resulting in an aggregate net sale of
81,300 shares.
Item 7. Material to be Filed as Exhibits
Item 7.1 of the Schedule is hereby amended by
deleting "September 5, 2000" in the third line and
inserting "September 14, 2000" in lieu thereof.
Item 7.2 of the Schedule is hereby amended by
deleting "September 5, 2000" in the third line and
inserting "September 14, 2000" in lieu thereof.
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<PAGE>
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)
9/12/00 5,000 541,700 4.9375
9/12/00 2,800 544,500 4.9688
9/13/00 3,000 547,500 5.4375
9/13/00 5,000 552,500 5.5000
9/13/00 8,700 561,200 5.5625
9/13/00 8,000 569,200 5.6250
9/13/00 1,000 570,200 5.0652
9/13/00 2,000 572,200 5.7188
9/14/00 (1,500) 570,700 6.0000
9/14/00 (300) 570,400 6.1250
9/14/00 (1,000) 569,400 6.1875
9/14/00 (1,000) 568,400 6.2500
9/14/00 (100) 568,300 6.2813
9/14/00 (1,000) 567,300 6.3125
9/14/00 (4,000) 563,300 6.3750
9/14/00 (5,000) 558,300 6.4375
9/14/00 (6,000) 552,300 6.5000
9/14/00 (2,600) 549,700 6.5625
9/14/00 (1,000) 548,700 6.6250
9/14/00 (1,000) 547,700 6.6875
9/14/00 (2,000) 545,700 6.7500
9/14/00 (1,000) 544,700 6.8750
9/14/00 (1,000) 543,700 6.9375
9/14/00 (3,000) 540,700 7.0000
9/14/00 (1,000) 539,700 7.0625
9/14/00 (900) 538,800 7.1250
9/14/00 (1,000) 537,800 6.5625
9/14/00 (1,000) 536,800 6.5625
9/14/00 (1,000) 535,800 6.5625
9/14/00 (1,000) 534,800 6.6250
9/14/00 (1,000) 533,800 6.6250
9/14/00 (1,000) 532,800 6.6250
9/14/00 (600) 532,200 6.6875
9/14/00 300 532,500 5.9375
9/14/00 900 533,400 6.1250
9/14/00 4,000 537,400 6.1875
9/14/00 3,000 540,400 6.2500
9/14/00 4,000 544,400 6.3125
9/14/00 (200) 544,200 6.3750
9/14/00 3,000 547,200 6.3750
9/14/00 4,000 551,200 6.4375
___________________________________________________________________
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<PAGE>
Subtotal from
9/12/00 to 54,700
9/14/00
Aggregate
8/18/00
Position 536,700
Total as of 699,800 (148,600) 551,200 4.4483
9/14/00
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<PAGE>
Addendum 2 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)
9/6/00 1,000 82,300 5.2813
9/6/00 2,500 84,800 5.3125
9/6/00 2,500 87,300 5.3438
9/6/00 2,500 89,800 5.3750
9/6/00 400 90,200 5.4375
9/6/00 2,500 92,700 5.5000
9/6/00 (1,500) 91,200 5.5000
9/6/00 (2,500) 88,700 5.5625
9/6/00 (300) 88,400 5.6250
9/7/00 400 88,800 5.3750
9/7/00 2,500 91,300 5.4375
9/7/00 200 91,500 5.5000
9/7/00 500 92,000 5.5000
9/7/00 (4,400) 87,600 5.4375
9/7/00 (100) 87,500 5.6875
9/7/00 (200) 87,300 6.0000
9/8/00 2,500 89,800 5.3125
9/8/00 100 89,900 5.3750
9/8/00 100 90,000 5.3750
9/8/00 (1,000) 89,000 5.5000
9/8/00 (2,500) 86,500 5.5625
9/8/00 (2,500) 84,000 5.6250
9/8/00 (100) 83,900 5.6250
9/8/00 (600) 83,300 5.6875
9/11/00 3,900 87,200 5.3750
9/11/00 2,500 89,700 5.5000
9/11/00 (300) 89,400 5.5000
9/11/00 (200) 89,200 5.6094
9/11/00 (1,500) 87,700 5.6250
9/11/00 (2,000) 85,700 5.6875
9/11/00 (600) 85,100 5.7500
9/11/00 (1,700) 83,400 5.7500
9/11/00 (1,000) 82,400 5.7500
9/11/00 (200) 82,200 5.8125
9/11/00 (2,000) 80,200 5.8125
9/11/00 (2,500) 77,700 5.8750
9/12/00 (100) 77,600 5.1250
9/12/00 (100) 77,500 5.1563
9/12/00 (800) 76,700 5.2500
9/12/00 (100) 76,600 5.5000
9/13/00 (1,000) 75,600 5.2500
9/13/00 (1,000) 74,600 5.2500
9/13/00 (1,000) 73,600 5.3125
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9/13/00 (1,000) 72,600 5.3125
9/13/00 (1,000) 71,600 5.3750
9/13/00 (1,000) 70,600 5.3750
9/13/00 (1,000) 69,600 5.3750
9/13/00 (1,000) 68,600 5.4375
9/13/00 (1,000) 67,600 5.4375
9/13/00 (1,000) 66,600 5.5000
9/13/00 (1,000) 65,600 5.5625
9/13/00 (1,000) 64,600 5.5625
9/13/00 (1,000) 63,600 5.5625
9/13/00 (5,000) 58,600 5.5625
9/13/00 (1,000) 57,600 5.5625
9/13/00 (1,000) 56,600 5.5625
9/13/00 (10,000) 46,600 5.5625
9/13/00 (10,000) 36,600 5.5625
9/13/00 (3,000) 33,600 5.5625
9/13/00 (1,600) 32,000 5.5625
9/13/00 (1,000) 31,000 5.6250
9/13/00 (1,000) 30,000 5.6250
9/13/00 (1,000) 29,000 5.6250
9/13/00 (1,000) 28,000 5.7500
9/13/00 (1,000) 27,000 5.7500
9/13/00 (5,000) 22,000 5.8125
9/13/00 (1,000) 21,000 5.8750
9/13/00 (1,000) 20,000 5.8750
9/13/00 (1,000) 19,000 5.9375
9/13/00 (1,000) 18,000 5.9375
9/13/00 (1,000) 17,000 5.9375
9/13/00 (1,000) 16,000 5.9375
9/13/00 (1,000) 15,000 5.9688
9/13/00 (1,000) 14,000 5.9688
9/13/00 (1,000) 13,000 5.9688
9/13/00 (1,000) 12,000 5.9688
9/13/00 (1,000) 11,000 6.0000
9/13/00 (1,000) 10,000 6.0000
9/13/00 (1,000) 9,000 6.0000
9/13/00 (1,000) 8,000 6.0000
9/13/00 (1,000) 7,000 6.0625
9/13/00 (1,000) 6,000 6.0625
9/13/00 (1,000) 5,000 6.1875
9/13/00 (1,000) 4,000 6.1875
9/13/00 (1,000) 3,000 6.2500
9/13/00 (1,000) 2,000 6.2500
9/13/00 (1,000) 1,000 6.2500
9/13/00 (1,000) 0 6.3125
____________________________________________________________________
Subtotal from
9/6/00 to 24,100
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9/14/00
Aggregate
9/5/00
Position 81,300
Total as of 135,700 (135,700) 0 5.3338
9/14/00
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SIGNATURE
After reasonable inquiry and to the best of his or
its knowledge and belief, the undersigneds hereby 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: September 14, 2000
ROBERT KANTER
/s/ Robert Kanter
______________________
Date: September 14, 2000
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02764001.AA6
