5 1 kl08054_form5.txt FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 5 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP |_| Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |_| Form 3 Holdings Reported |_| Form 4 Transactions Reported 1. Name and Address of Reporting Person Manning, Greg c/o Greg Manning Auctions, Inc. -- "GMAI" 775 Passaic Avenue West Caldwell, NJ 07006 2. Issuer Name and Ticker or Trading Symbol Greg Manning Auctions, Inc. -- "GMAI" 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Statement for Month/Year 06/01 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) (X) Director ( ) 10% Owner (X) Officer (give title below) ( ) Other (specify below) President and Chief Financial Officer 7. Individual or Joint/Group Reporting (Check Applicable Line) (X) Form filed by One Reporting Person ( ) Form filed by More than One Reporting Person

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. *If form is filed by more than one reporting person, see instruction 4(b)(v). (Over) SEC 2270(7-96) FORM 5 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Explanation of Responses: (1) This option vests in four substantially equal annual installments beginning on 6/11/94. (2) This option vests in four substantially equal installments beginning on 12/9/00. /s/ Greg Manning August 15, 2001 ------------------------------- --------------- **Signature of Reporting Person Date ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. -2-

MANNING GREG 5