**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549

**Form 10-Q**

(Mark One)

x   QUARTERLY REPORT PURSUANT TO SECTION 13OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the quarterlyperiod ended November 30, 2003

OR

   o TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For thetransition period from ________ to ___________

Commissionfile number: 0-1460 

**ANDERSENGROUP, INC.**(Exact name of Registrant as specified in its charter)

| **Delaware**                                                      | **06-0659863**                          |
|-------------------------------------------------------------------|-----------------------------------------|
| (State or other jurisdiction    of incorporation or organization) | (I.R.S. Employer    Identification No.) |
|                                                              |                                    |
| **405 Park Avenue, Suite    1202, New York, New York**            | **10022**                               |
| (Address of principal    executive offices)                       | (Zip Code)                              |
| **(212) 826-8942**                                                |
| (Registrant's    telephone number, including area code)           |

                Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes  x  No ____Indicate by check mark whether the registrant is an accelerated filer (asdefined in Rule 12b-2 of the Exchange Act).  Yes ____   No x 

As of January 14, 2004 there were 2,099,908 shares of theRegistrant's $0.01 par value common stock outstanding. 

| Title                                   | Outstanding                                    |
|-----------------------------------------|------------------------------------------------|
| Common Stock, $0.01 par value per share | Authorized 15,000,000 shares; Issued 2,099,908 |

----

**ANDERSENGROUP, INC.FORM 10-Q**

**TABLE OFCONTENTS**

Page No.

Part I.      Financial  Information

Item 1:    Financial  Statements:

                Consolidated  Condensed Balance Sheets as of November 30, 2003 and February 28, 2003

3

                 Consolidated  Condensed Statements of Operations for the Three and Nine Months                  Ended November 30, 2003  and 2002

  4

                 Consolidated  Condensed Statements of Cash Flows for the Nine Months Ended                  November 30, 2003 and  2002

   5

                 Notes to Consolidated  Condensed Financial Statements

6

 

Item 2:    Management's  Discussion and Analysis of Financial Condition and Results of Operations

10

 

Item 3:    Quantitative  and Qualitative Disclosures About Market Risk

15

 

Item 4:    Controls  and Procedures

16

 

Part II.   Other Information

 
Item 1:  Legal  Proceedings
17      Item 4:   Submission of Matters to a Vote of Security Holders
17      
Item 6:    Exhibits  and Reports on Form 8-K

17
      
Signatures

18
2

**PartI.  Financial InformationItem 1.  Financial Statements**

 **ANDERSEN GROUP, INC.Consolidated Condensed Balance Sheets(In thousands)**

November 30,  2003

February 28,  2003
   
(unaudited)

 

**ASSETS**

 

 

*Current  assets:*

 
   
 Cash and cash equivalents

$                         1,153 

$                         6,279 

 Marketable  securities

3,841 

1,809 

 Accounts and  other receivables less allowances of $40 and  $25, respectively

202 

48 

 Prepaid  expenses and other assets

34 

242 
   
Total current assets

5,230 

   8,378 

Property, plant and equipment, net

3,266 

3,403 

Prepaid pension expense

4,717 

4,591 

Investment in  ComCor-TV

3,500 

- 

Investment in  Moscow Broadband Communication Ltd.

1,483 

1,971 

Other assets

297 

702 
   
$                       18,493 

$                       19,045 

**LIABILITIES  AND STOCKHOLDERS' EQUITY**

 

 

*Current  liabilities**:***

 

 

 Current maturities of long-term debt

$                            598 

$                            407 

 Accounts  payable

232 

288 

 Other  current liabilities

700 

907 

 Deferred  income taxes

538 

132 
   
  Total current liabilities

2,068 

1,734 

 

 

Long-term debt, less current maturities

2,983 

1,674 

Other liabilities

456 

867 

Deferred income taxes

1,551 

1,668 

  Total  liabilities

7,058 

5,943 

Commitments and  contingencies

 

 

 

 

*Stockholders'  equity:*

 

 

 Cumulative convertible preferred stock

3,497 

3,497 

 Common stock

21 

21 

 Additional  paid-in capital

6,653 

6,653 

 Retained  earnings

1,264 

2,931 

    

11,435 

13,102 
        Total stockholders' equity
$                       18,493 

$                       19,045 

The accompanying notes are an integral part of these consolidatedcondensed financial statements.

3

**ANDERSEN GROUP,INC.Consolidated Condensed Statements of Operations(In thousands, except per share data)(unaudited)** 

Three months  ended November 30,

 

Nine months  ended November 30,
      
2003

2002

 

2003

2002

 

Revenues

$                     - 

$                     - 

 

$                  - 

$                    - 

 

 

 

 

 

***Costs and  expenses:***

 

 

 

 

 

General and administrative

658 

693 

 

2,129 

1,989 

Interest expense

65 

65 

 

184 

201 

 

723 

758 

 

2,313 

2,190 

 

 

 

 

 

Investment income and other income

473 

322 

 

1,418 

608 

 

Loss from continuing operations before equity in  losses of Moscow Broadband Communication Ltd., and income taxes 

  (250)

  (436)

 

  (895)

  (1,582)

Equity in losses of Moscow Broadband  Communication Ltd.

  (167)

  (172)

 

  (488)

  (512)

 

Net loss from continuing operations before income taxes 

  (417)

  (608)

 

  (1,383)

  (2,094)

Income tax (benefit) expense

(32)

(135)

 

72 

(551)

 

Net loss from continuing operations

(385)

(473)

 

(1,455)

(1,543)

***Discontinued operations:***

 

 

 

 

 

Income from discontinued segment, net of income taxes of $80

  - 

  - 

 

  - 

  132 

Gain on sale of discontinued segment, net of  income taxes of $686

  - 

  - 

 

  - 

  1,472 

 

Net (loss) income

(385)

(473)

 

(1,455)

61 

Preferred dividends

(71)

(71)

 

(212)

(212)

 

Loss applicable to common shares

$                (456)

$                (544)

 

$          (1,667)

$              (151)

 

***(Loss) Earnings  per common share:***

 

 

 

 

 

Basic and diluted

 

 

 

 

 

 Net loss  from continuing operations

$              (0.22)

$              (0.26)

 

$           (0.80)

$            (0.83)

 Income from  discontinued operations

- 

- 

 

- 

0.06 

 Gain on sale  of discontinued operations

- 

- 

 

- 

0.70 

 

                

$               (0.22)

$               (0.26)

 

$            (0.80)

$            (0.07) 

 

 

 
The accompanyingnotes are an integral part of these consolidated condensed financialstatements.

4

 

**ANDERSENGROUP, INC.Consolidated Condensed Statements of Cash Flows(In thousands)(unaudited)**

Nine Months  ended
   
 

November 30, 2003

November 30,  2002

 

***Cash flows from  operating activities:***

 

 

Net (loss) income

$                  (1,455)

$                             61 

*Adjustments  to reconcile net loss to net cash provided by (used in) operating activities:*

 

 

  Equity in losses of Moscow Broadband  Communication Ltd.

488 

512 

  Gain on  sale of JM Ney's operating assets

- 

(1,472)

  Gain on  settlement of retiree healthcare liability

- 

(142)

   Depreciation, amortization and accretion

182 

235 

  Deferred  income taxes

289 

(75)

  Pension  income 

(126)

(149)

  Net gains  from marketable securities and investments

(1,032)

 (319)

  Purchases  of marketable securities

(1,000)

(700)

  Proceeds  from sales of marketable securities

- 

141 

*Changes in operating assets and  liabilities net of charges from sale of JM Ney's net assets:*

 

 

  Accounts  and other receivables

(154)

3,780 

  Inventories

- 

(419)

  Prepaid  expenses and other assets

203 

639 

  Accounts  payable

(56)

(640)

  Accrued  expenses and other long-term obligations

(177)

(1,448)

  Net cash  provided by operating activities

(2,838)

4 

 

 

***Cash flows from  investing activities:***

 

 

  Investment  in ComCor-TV

(3,500)

- 

  Purchases  of property and equipment, net

(42)

(9)

  Proceeds  from sale of JM Ney, net of escrow

- 

10,390 

  Transaction expenses paid

- 

(1,172)

  Net cash used in investing activities

(3,542)

9,209 

***Cash flows from  financing activities:***

 

 

  Principal payments on long-term debt 

(500)

(499)

  Proceeds from mortgage loan, net

1,966 

- 

  Repayment of short-term debt, net

- 

(2,366)

  Purchase of  subsidiary warrants

- 

(160)

  Stock  options exercised

- 

34

  Preferred  dividends paid 

(212)

(212)

  Net cash  used in financing activities

1,254 

(3,203)

  Net  decrease in cash and cash equivalents

(5,126)

6,010 

  Cash and  cash equivalents - beginning of period

6,279 

1,152 

  Cash and  cash equivalents - end of period

$                   1,153 

$                         7,162 
   
 The accompanying  notes are an integral part of these consolidated financial statements.

5
**ANDERSEN GROUP, INC.Notes to Consolidated Condensed Financial Statements (unaudited)**

(1)                AccountingPolicies

The accompanying unaudited interim financial statements and relatednotes should be read in conjunction with the audited Consolidated FinancialStatements of Andersen Group, Inc. (the "Company") and related notesas contained in the Annual Report on Form 10-K for the fiscal year ended February28, 2003.  The interim financialstatements include all adjustments (consisting only of normal recurringadjustments) and accruals necessary in the judgment of management for a fairpresentation of such statements.  TheCompany has incurred and expects in the near future to continue to incuroperating losses.  Management believes that unless the Company is able tosecure additional financing, its cash and cash equivalents and short-terminvestments will not be sufficient to enable it to meet its operating expenseand debt service requirements for the next twelve months and also the fundingrequirements into ZAO ComCor-TV ("CCTV") as set forth in theSubscription Agreement with Moscow Telecommunications Corporation("COMCOR") (see note 5) which it expects to enter into during thefourth quarter of the current fiscal year.  Accordingly, if thiscontingency has not been resolved prior to August 31, 2004, the Company expectsthat it may not make all of the capital contributions to CCTV which the Companywill be committed to make upon the closing of the acquisition of CCTV. 

The accompanying interim consolidated financial statements reflect theCompany's belief that it can continue as a going concern, and its belief thatCCTV can continue as a going concern which are, in turn, based on the beliefthat both the Company and CCTV can continue with its existing resources or uponthe likelihood that additional capital resources can be obtained to supportboth the Company's and CCTV's operating plans. If management's assessments are incorrect, the Company may be requiredto reduce the reported values of certain assets and incur additionalexpenses.  The accompanying interimconsolidated financial statements do not provide for such loss contingencies. 

*RecentlyIssued Accounting Standards*In January 2003, theFinancial Accounting Standards Board ("FASB") issued InterpretationNo. 46, Consolidation of Variable Interest Entities (VIE), an interpretation ofARB No. 51, which requires all VIEs to be consolidated by the primarybeneficiary.  The primary beneficiary isthe entity that holds the majority of the beneficial interests in the VIE.  In addition, the interpretation expandsdisclosure requirements for both VIEs that are consolidated as well as VIEsfrom which the entity is the holder of a significant amount of the beneficialinterests, but not the majority.  Thedisclosure requirements of this interpretation are effective for all financialstatements issued after January 31, 2003. The consolidation requirements of this interpretation have recently beendeferred and are now effective for all periods ending no later than March 15,2004.  Because the Company believes ithas no variable interest entities, it does not expect that the adoption of thisnew standard will have an effect on the consolidated financial position orresults of operations.* *

In April 2003, the FASB issued Statement of Financial AccountingStandards No. 149 ("SFAS 149"), "Amendment of Statement 133 onDerivative Instruments and Hedging Activities."  SFAS 149 amends Statement of Financial Accounting Standards No.133 to provide clarification on the financial accounting and reporting ofderivative instruments and hedging activities and requires that contracts withsimilar characteristics be accounted for on a comparable basis.  The provisions of SFAS 149 are effective forcontracts entered into or modified after June 30, 2003, and for hedgingrelationships designated after June 30, 2003. SFAS 149 has no material effect on the Company's consolidated financialstatements as of or for the period ended November 30, 2003. 

In May 2003, the FASB issued Statement of Financial AccountingStandards No. 150 ("SFAS 150"), "Accounting for CertainFinancial Instruments with Characteristics of both Liabilities and Equity."  SFAS 150 establishes standards on theclassification and measurement of certain financial instruments withcharacteristics of both liabilities and equity.  The provisions of SFAS 150 are effective for financialinstruments entered into or modified after May 31, 2003 and to all otherinstruments that exist as of the beginning of the first interim financialreporting period beginning after June 15, 2003.  SFAS 150 has no material effect on the Company's consolidatedfinancial statements as of or for the period ended November 30, 2003. 

*Stock-basedCompensation Plans*The Company follows Accounting Principles Board Opinion No.25, "Accounting for Stock Issued to Employees" and relatedInterpretations, in accounting for its stock-based compensation plans and haselected to continue to use the intrinsic value-based method to account forstock option grants.  The Companyadopted the disclosure-only provisions of Statement of Financial AccountingStandards No. 148 ("SFAS 148"), "Accounting for Stock-Based Compensation- Transition and Disclosure", an amendment of Statement of FinancialAccounting Standards No. 123 ("SFAS 123").  Accordingly, no compensation expense has been recognized for theCompany's stock-based compensation plans. Had the Company elected to recognize compensation expense based upon thefair value at the grant dates for awards under these plans, net loss and   

6
loss per share would have been unchangedfrom amounts as presented because the Company has not granted any stock basedcompensation awards since FY01. 

(2)                Investmentin ComCor-TV

On May 30, 2003, the Company invested $3,500,000 into CCTV to the terms of theagreements reached with COMCOR under which the Company plans to acquire 100% ofthe equity interests of CCTV through the issuance of common stock to COMCOR inexchange for COMCOR's equity interest in CCTV, and the exchange of its commonstock for the outstanding stock of Moscow Broadband Communication Ltd("Moscow Broadband") that it does not already own.  The Company has recorded this investment atits cost basis.  See Note 4 foradditional discussion of the proposed transactions. 

(3)                Investmentin Moscow Broadband Communication Ltd. 

The Company records its investment in Moscow Broadband using the equitymethod of accounting.  The Company'sfiscal year ends on February 28/29, while Moscow Broadband has a December 31year end.  As a result, the Company'sequity in Moscow Broadband's results is reported on a two-month lag.  For the nine-month periods ended November30, 2003 and 2002, the Company recorded losses of $488,000 and $512,000,respectively, which represent its 25% interest in Moscow Broadband's losses of$1,952,000 and $2,047,000 for the nine months ended September 30, 2003 and2002, respectively.  These lossesinclude Moscow Broadband's 50% equity interest in the losses of CCTV for thesame periods.

At November 30, 2003, the carrying value of the Company's investment in MoscowBroadband was $1,483,000, and the Company's 25% equity interest in the netassets of Moscow Broadband was $1,864,000. The $381,000 difference is attributed to a non-depreciable asset thatwas contributed to CCTV and will not result in the Company accreting thedifference into its consolidated results of operations.

The following presents summarized financial information for Moscow Broadband asof September 30, 2003 and December 31, 2002 and its results of operations forthe three and nine month periods ended September 30, 2003 and 2002 (inthousands): 

September 30,  2003

December 31,  2002
   
Balance Sheet Data:
      
  Current  assets

$                               315

$                              557

  Noncurrent  assets

7,181

8,903

  Total  assets

$                            7,496

$                           9,460

  Accounts  payable and accrued liabilities

$                                 40

$                                52

   Stockholders' equity

7,456

9,408

  Total  liabilities and stockholders' equity

$                            7,456

$                           9,460

 

 

Three Months  Ended   September 30, 

 

Nine Months Ended  September 30,
      
2003

2002

 

2003

2002
      
Statement of Operations Data:
      
 
      
  Net loss  before equity in losses of ComCor-TV

$               (96)

$              (60)

 

$          (232)

$          (340)

  Equity in  losses of ComCor-TV

(574)

(627)

 

(1,720)

(1,707)

 

  Net loss

$              (670)

$             (687)

 

$        (1,952)

$        (2,047)
      
  7
The following presents summarized financial information for CCTV as ofSeptember 30, 2003 and December 31, 2002 and for the three and nine monthperiods ended September 30, 2003 and 2002 (in thousands): 
   September 30, 2003December 31, 2003   
Balance Sheet Data:

 

 

  Current  assets

$                              6,542

$                              6,104

  Non-current  assets

28,649

28,496

  Total  assets

$                            35,191

$                            34,510

  Current  liabilities

$                              3,957

$                              3,124

  Non-current  liabilities and minority interest

1,632

1,844

   Stockholder's equity

29,602

29,542

  Total  liabilities and stockholders' equity

$                            35,191

$                            34,510

 

Three months  ended September 30,

 

Nine months  ended September 30,
      
2003

2002

 

2003

2002
      
Statement of Operations Data:

 

 

 

 

 

   Subscription fees

$                   645 

$                317 

 

$              1,781 

$                 930 

  Connection  fees and equipment and other sales

200 

126 

 

628 

378 

 

  Total  revenues

845 

443 

 

2,409 

1,308 

  Cost of  revenues, including       amortization of intangibles

  (1,188)

  (882)

 

  (3,500)

  (2,535)

  Operating  expenses

(701)

(823)

 

(2,238)

(2,259)
      
  Loss from  operations

(1,044)

(1,262)

 

(3,329)

(3,486)

  Equity in  losses of unconsolidated subsidiary

(167)

(42)

 

(251)

(42)

  Other  non-operating items, net

(7)

(12)

 

(6971)

(77)

  Net loss  before income taxes

(1,218)

(1,316)

 

(3,649)

(3,605)

  Income tax  benefit

71 

64 

 

209 

193 

   Net loss

$              (1,147)

$            (1,252)

 

$              (3,440)

$             (3,412)

 (4)           ComCor-TV andMoscow Broadband Transactions 

In May 2003, the Company entered into agreements with COMCOR pursuantto which the Company expects to acquire control over 100% of the equityownership of CCTV through (i) the purchase of CCTV equity held and to beacquired by COMCOR and (ii) the acquisition of the 75% of Moscow Broadbandwhich the Company had not previously owned. The agreements with COMCOR call for the Company to issue 4,220,879shares of its common stock to COMCOR in exchange for the equity of CCTV to beheld by COMCOR, including the equity of CCTV to be acquired by COMCOR inexchange for the extinguishment of approximately $1,380,500 of amounts owed orexpected to be owed to COMCOR from CCTV. On October 27, 2003, the Company'sstockholders approved the issuance of the shares of the Company's common stockto effect the transactions, and in December 2003, the Ministry of the Russian Federationon Anti-monopoly Policy granted its approval of the transaction.  COMCOR is presently awaiting approval toallow it to directly own shares of the Company's stock, after which, ifreceived, the company expects to be able to complete the acquisition within amatter of days. 

8
In connection with the COMCOR agreements, the Company made a $3.5million investment into CCTV on May 30, 2003 and upon closing the agreements,it will be committed to making; i) a $1.0 million investment in CCTV within 20days of the closing of the acquisition of the CCTV shares; and ii) a $1.5million investment into CCTV at the earlier of the closing of a rights offeringor August 31, 2004.  The COMCORagreements also provide for an additional $5,829,000 of capital contributions to CCTV from the Company prior toMarch 31, 2005. If such contributions are not made, then the Company will beobligated to issue up to 477,994 additional shares of its common stock toCOMCOR. 

Pursuant to agreements signed effective April 1, 2003, COMCOR alsoagreed to eliminate the fee it charged CCTV for transportation network servicesfrom CCTV's utilization of the Moscow Fiber Optic Network that had been chargedat the rate of 10% of CCTV's television service revenue. COMCOR also agreed tolimit CCTV's payment obligations for the lease of secondary node switchingstations to the lesser of i) $350 per secondary node per month as invoiced byCOMCOR and ii) 20% of CCTV's television service revenues, calculated on acumulative basis beginning January 1, 2003. At September 30, 2003, CCTV wasutilizing 225 of COMCOR's secondary nodes. To make this existing network more cost efficient, CCTV plans to reducethe use of up to 37 of these nodes within the next few months.  CCTV also plans to lease additional secondarynodes from COMCOR as further buildout of its access network occurs. 

Concurrent with the closing of the proposedacquisition of CCTV equity from COMCOR, the Company intends to acquire the 75%of the MBC equity that it does not currently own in exchange for 2,250,000shares of Company common stock. In addition to the planned $1.0 million cashinvestment into CCTV to be made after the closing of the transactions, topartially satisfy its additional funding requirements discussed above,  the Company also intends to contributeapproximately $1,250,000 to CCTV, which is comprised of (i) the contribution ofMoscow Broadband's loans and advances to CCTV; (ii) 4,402 shares of the stockof the Institute for Automated Systems; and (iii) the extinguishment of a$138,144 liability of CCTV through the issuance of 33,427 shares of theCompany's common stock. Such contributions would reduce the number of shares ofthe Company's common stock that the Company would be obligated to issue toCOMCOR, in the absence of any other qualifying contributions made by theCompany to CCTV, from 477,994 to 374,941. Theagreements further call for the Company to maintain the right to name four ofthe seven members of the Company's Board of Directors and for COMCOR to namethe remaining three pursuant to the terms of a Voting Agreement to be enteredinto upon the closing of the transactions among COMCOR, Oliver R. Grace, Jr.,the Company's President, and Francis E. Baker, the Company's Chairman, tosupport the continuation of the Company's control over the corporate governanceof the Company for an 18-month period. 

(5)           MortgageLoan  

In June 2003, Andersen Land Corp. ("Andersen Land"), awholly-owned subsidiary of the Company formerly known as The J.M. Ney Company,entered into a seven-year $2.0 million mortgage agreement secured by AndersenLand's real estate property and an assignment of rents from the lease agreemententered into with the buyer of JM Ney's operating assets.  Andersen Land provided the proceeds of thisloan to the Company to assist the Company in meeting its cash flow obligations. 

(6)           Income Taxes

Income tax benefit represents an estimate of the effective income tax rate forthe current fiscal year after considering valuation allowances with respect tothe Company's ability to realize a tax benefit from its equity in the losses ofMoscow Broadband and the extent of the Company's ability to utilize currentyear losses to recover previously paid income taxes.

(7)           Loss Per Share

Loss per share is computed based on the weighted average number of shares ofcommon stock and common stock equivalents outstanding.  Diluted loss per share assumes fullconversion of all convertible securities into common stock at the later of thebeginning of the year or date of issuance, unless antidilutive.   For the three and nine month periods endedNovember 30, 2003 and 2002, the effect of the assumed conversion of theCompany's dilutive securities had an antidilutive effect on the Company's per shareresults from continuing operations. 

9
Three months ended November  30,

 

Nine months  ended November 30,
      
2003

2002

 

2003

2002
      
Calculation of  basic loss per share

 

 

 

 

 

 

Numerator for basic and diluted loss per share:

 

Net loss

$               (456) 

$                (544)

 

$          (1,667)

$               (151) 

 

Denominator for basic loss per share:

 

 

 

 

 

Weighted average number of shares outstanding during  the period

  2,100 

  2,100 

 

  2,100 

  2,100 

Effect of dilutive securities 

- 

- 

 

- 

- 

 

Denominator for diluted loss per share

2,100 

2,100 

 

2,100 

2,100 

 

Basic loss per share

$               (0.22)

$               (0.26)

 

$             (0.80)

$               (0.07)

 

Diluted loss per share

$               (0.22)

$               (0.26)

 

$             (0.80)

$               (0.07)
      
**Item. 2  Management'sDiscussion and Analysis of Financial Condition and Results of Operations**

The accompanying Management's Discussion and Analysis of FinancialCondition and Results of Operations ("MD&A") should be read in conjunctionwith the MD&A in the Company's Report on Form 10-K for the year endedFebruary 28, 2003. 

Overview

The Company is a holding company which holds a 25% ownership interestin Moscow Broadband which in turn holds 50% voting control over CCTV, a Russiancompany that delivers cable television, high speed data transmission andInternet services to its customers in Moscow, Russia.  CCTV is a start-up business that is currently expanding itsnetwork and attempting to increase its customer base.In May 2003, the Company entered into agreements with COMCOR, that, uponclosing, will result in CCTV becoming a wholly-owned subsidiary of theCompany.  These agreements call for theissuance of 6,470,879 shares of the Company's common stock in exchange for theequity interest of CCTV to be held by COMCOR, and for the 75% of MoscowBroadband not presently owned by the Company. On October 27, 2003, the Company obtained the approval of the Company'sstockholders to issue shares of its common stock to effect the transactions.  In addition, the Company will becontingently liable to issue up to an additional 477,994 shares of its commonstock if certain financing commitments are not made.The Company also has a trading portfolio of equity investments of domestic andforeign-based companies, which at November 30, 2003 was valued at $3,841,000.From 1991 until March 22, 2002, the Company owned and operated JM Ney as itsprimary operating subsidiary.  Theoperating assets of JM Ney were sold during the first quarter of FY03 and thenet current assets of JM Ney which were not sold were substantiallyliquidated.  The Company retainedownership of JM Ney's facility which it leases to the buyer of JM Ney'soperating assets under terms of an eight-year lease which was negotiated inconnection with the sale of JM Ney's net assets.Due to the proposed acquisition of CCTV, and the sale of JM Ney, the followingdiscussion and analysis of the results of operations and the financialcondition of the Company is not indicative of the Company's expectations of itsfuture results of operations.

10
Critical Accounting Policies and Estimates

The MD&A discusses the Company's consolidated financial statements,which have been prepared in accordance with accounting principles generallyaccepted in the United States.  Thepreparation of these financial statements requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities andthe disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expenses duringthe reporting period.  On an on-goingbasis, management evaluates its estimates and judgments, including thoserelated to bad debts, investments, income taxes, financing operations,retirement benefits, and contingencies and litigation.  Management bases its estimates and judgmentson historical experience and on various other factors that are believed to bereasonable under the circumstances, the results of which form the basis formaking judgments about the carrying values of assets and liabilities that arenot readily apparent from other sources. Actual results may differ from these estimates under differentassumptions or conditions. 

Management believes the following critical accounting policies, amongothers, affect its more significant judgments and estimates used in thepreparation of its consolidated financial statements:   

Deferred Tax Assets

The Company records a valuation allowance to reduce its deferred taxassets to the amount that it believes is more likely than not to be realized.The Company considers future taxable income and ongoing prudent and feasibletax planning strategies in assessing the need for the valuation allowance.  When the Company determines that it may notbe able to realize all or part of its net deferred tax assets, a valuationallowance to reduce the deferred tax assets to estimated recoverable amounts ischarged to income in the period such determination is made.  Likewise, should the Company determine thatit would be able to realize its deferred tax assets in the future in excess ofits net recorded amount, a reduction in the valuation allowance would increaseincome in the period such determination is made. 

Investments in Moscow Broadband and CCTVThe Company records its investment in Moscow Broadband using the equitymethod which also requires that the carrying value of the investment beevaluated for impairment.   The Companyrecords its investment in CCTV at cost until the closing of the transactions,at which time both investments will be included within the cost basis of CCTVas a consolidated subsidiary of the Company. The ability for the Company to consummate the proposed transactions andthe ability of CCTV to meet its obligations and to continue to grow itsrevenues will be determining factors in continuing impairment evaluations.  At this time, Company management believesthat there should not be an impairment of these assets recorded as of November30, 2003.

RESULTS OF OPERATIONS - THREE AND NINE MONTHS ENDED NOVEMBER 30, 2003 VS.THREE AND NINE MONTHS ENDED NOVEMBER 30, 2002

For the nine months ended November 30, 2003 and 2002 the Companyreported net loss as follows (in thousands except per share amounts):

November 30,  2003

November 30,  2002
   
Amount

Per Share

Amount

Per Share
   
Net loss from continuing operations

$          (1,667)

$            (0.80)

$          (1,755)

$            (0.83)

Net income from discontinued operations

- 

-

132 

0.06 

Gain on sale of JM Ney

- 

-

1,472 

0.70 

$          (1,667)

$            (0.80)

$              (151)

$             (0.07)
   
11
General and Administrative ExpensesGeneral and administrative expenses from continuingoperations increased 7.0% to $2,129,000 for the nine months ended November 30,2003, from $1,989,000 in the comparable period in the prior fiscal year. Forthe three months ended November 30, 2003, these expenses totaled $658,000,which was 5.1% less than the $693,000 of general and administrative expensesincurred in the comparable three-month period in the prior fiscal year.  The year-to-date increase is due to higherdeferred compensation costs attributable to increases in the value of assets intrust accounts which has also resulted in higher investment income and otherincome as noted later.  In addition, again on the settlement of post retirement liabilities realized in the prioryear did not recur in the current fiscal year. The three-month expense decrease is primarily due to lower professionalfees as a result of less effort to negotiate and document the transactionswhich were reached in final form in May 2003, which were partially offset byincreases in compensation expense.

Interest ExpenseInterest expense for the nine months ended November 30, 2003 decreased 8.5%to $184,000 from $201,000 during the comparable period in the prior fiscalyear.  For the three months endedNovember 30, 2003, interest expense totaled $65,000, which was essentiallyunchanged from the interest expense incurred in the comparable three-monthperiod in the prior fiscal year.  Annualsinking fund payments of the Company's 10 1/2% convertible subordinateddebenture have served to lower interest costs, which have been offset byinterest on a mortgage loan which was entered into in June 2003. 
InvestmentIncome and Other Income For the nine months ended November 30, 2003, investment income andother income totaled $1,418,000, as compared to $608,000 in the comparableperiod in the prior fiscal year.  Forthe three months ended November 30, 2003, investment income and other incometotaled $473,000, as compared to $322,000 in the comparable period in the priorfiscal year.  Significant components ofinvestment income and other income are as follows (in thousands):  
Three Months  Ended

Nine Months  Ended
      
November 30,  2003

November 30,  2002

 

November 30,  2003

November 30,  2002
      
Net gains from domestic trading portfolio

$                        348 

$                     206 

 

$                    1,032 

$                      311 

Rental income

78 

78 

 

233 

214 

Interest and dividends

27 

44 

 

53 

113 

Ultrasonic royalties

19 

13 

 

54 

37 

Change in deferred compensation accounts

1 

(19)

 

46 

(67)

 

$                         473 

$                      322 

 

$                     1,418 

$                       608 
      
Equity in Losses of Moscow BroadbandThe Company's equity in the losses of Moscow Broadband decreased 2.9% to$167,000 for the three months ended November 30, 2003 from $172,000 in thecomparable period of the prior fiscal year, and decreased 4.7% to $488,000 forthe nine months then ended from $512,000 recorded in the prior fiscalyear.  These represent the Company'sequity in MBC's results of operations for the three and nine-month periodsended September 30, 2003 and 2002, as follows (in thousands):   

Three months  ended September 30,

 

Nine months  ended September 30,
      
2003

2002

 

2003

2002
      
MBC's operating losses

$                  (96)

$                  (60)

 

$                 (232)

$                  (340)

MBC's equity in CCTV's losses

(574)

(627)

 

(1,720)

(1,707)

 

  Total MBC  loss

$                 (670)

$                 (687)

 

$               (1,952)

$               (2,047)

 

Andersen equity portion - 25%

$                 (167)

$                (172)

 

$                  (488)

$                  (512)
      
 12
MBC's year-to-date net operating loss declined primarily due to adecrease of $75,000 in consulting costs which had been incurred during 2002 inconnection with the process to try to raise additional equity for MBC.  Such cost savings were partially offset by a$35,000 decrease in interest income, due to lower cash being available forshort term investments as a result of the May 2002 investment of $5 millioninto CCTV, and the use of cash for MBC's operating expenses.  MBC's equity in the losses of CCTV for thethree months ended September 30, 2003 were reduced by 8.5% from the prioryear's third quarter and were approximately 0.8% higher for the nine-monthperiod from the prior year's comparable period. 

CCTV's results of operations for the three and six months ended June30, 2003 and 2002, and MBC's equity in these results were comprised as follows(in thousands): 

Three months ended  September 30,

 

Nine months ended  September 30,
      
2003

2002

 

2003

2002
      
Subscription fees

$                   645 

$                318 

 

$               1,781 

$                  930 

Connection fees, equipment and other     revenue

  200 

  125 

 

  628 

  378 
      
  Total  revenues

845 

443 

 

2,409 

1,308 

Cost of sales

1,188 

1,010
 

3,500 

2,669      
Gross margin deficit

(343)

(567)
 

(1,091)

(1,361)
Operating expenses

701 

695
 

2,238 

2,125      
Loss from operations

(1,044)

(1,262)

 

(3,329)

(3,486)

Equity in losses of unconsolidated    subsidiary

  (167)

  (44)

 

  (251)

  (44)

Other non-operating items, net

(7)

(10)

 

(69)

(75)
      
Net loss before income taxes

(1,218)

(1,316)

 

(3,649)

(3,605)

Income tax benefit

71 

64 

 

209 

193 

 

Net loss

$                (1,147)

$            (1,252)

 

$                   (3,440)
$              (3,412)

 

MBC equity portion - 50%

$                   (574)

$               (627)

 

$              (1,720)  

$              (1,707)

 

CCTV's subscription fees for television and Internet access servicesfor the three months ended September 30, 2003 increased by 104.0% over thecomparable period in the prior year as a result of increased subscriptionlevels both from increased market penetration in areas which it had access toin the prior year, and from new subscribers in areas to which it has expandedin the last year.  Year-to-date, suchrevenues were 91.5% higher than the prior year for the same reasons. 

At September 30, 2003, CCTV reported that it had 52,643 subscribersfrom its broadcasting and premium television services and 7,932 subscribers forits Internet access services.  Theserepresent increases of 38.4% and 92.9% respectively over the number ofsubscribers it had reported as of September 30, 2002.  As a result, subscription fees for television services forthree-month and nine-month periods ended September 30, 2003 increased 69.3% and55.8% respectively over the comparable periods in the prior year, and revenuesfrom Internet access services for the three and nine-month periods increased126.3% and 115.2%, respectively, over the prior year's comparable periods.  Growth of subscription fee revenues fortelevision services and Internet access services increased only 10.3% and 2.6%,respectively, from the second quarter levels, primarily due to a higher levelof seasonal disconnections in July and August, which was offset by strongsubscriber growth and reconnections of inactive customers in the month ofSeptember. 
13
CCTV's cost of sales for the three and nine months ended September 30,2003, increased 17.6% and 31.1%, respectively over the comparable periods inthe prior year primarily as a result of utilization fees and lease of secondarynode fees from COMCOR which were not present in the prior year until August2002 and to increased depreciation expense relating to assets contributed byCOMCOR in July 2002 and additional network buildout. 

CCTV's general and administrative expenses for the three and nine-monthperiods ended September 30, 2003 increased 0.9%  and 5.3% respective in over the comparable year period due todepreciation on assets contributed by COMCOR in July 2002.

Income Tax (Benefit)ExpenseIncome tax (benefit) expense has been accrued based uponestimated effective tax rates for the fiscal year, after considering valuationallowances related to the Company's ability to realize a tax benefit from itsequity in the losses of Moscow Broadband.Income from Discontinued OperationsDuring the nine month period ended November 30, 2002, the Company owned JMNey for only 22 days until its sale effective March 22, 2002.  JM Ney's results for that period produced netincome of $132,000 after income taxes.  

Gain on Sale of JM NeyThe sale of JM Ney's net assets in March 2002 produced a gainof $1,472,000 after a provision for income taxes of $686,000.  The components of the selling price resultedin proceeds which were higher than book value for inventory and fixed assets,which were partially offset by expenses of the transaction.**LIQUIDITYAND CAPITAL RESOURCES**

At November 30, 2003, consolidated cash and marketable securitiestotaled $4,994,000 as compared to $8,088,000 as of February 28, 2003.  The decrease of $3,094,000 is primarilyattributable to the use of cash to fund the Company's $3,500,000 investment inCCTV and from the use of $806,000 of cash in its operating activities, net ofnew investments in,  and appreciation ofthe values of marketable securities.  Inaddition, $1,254,000 of cash was provided by financing activities from the proceedsof a mortgage loan less principal payments of this loan and the annual sinkingfund payment of the Company's 10 1⁄2% Subordinated Debentures and the payment of$212,000 of preferred dividends.   

The agreements which the Company entered into in May 2003 under whichit proposes to acquire 100% of CCTV, require the Company to make additionalcash investments in CCTV totaling $2.5 million by August 31, 2004, of which$1.0 million is expected to be made at the closing of the acquisition, whichthe Company expects will occur during its fourth fiscal quarter. 

The Company's present resources, including the trading portfolio ofequity securities, are not expected to be adequate for the Company to meet thedefined CCTV funding requirements and its continuing operating expense, debtservice and preferred dividend payment obligations for more than 12months.   

The agreements entered into with COMCOR contemplate the use of proceedsof a private placement or other offering of Company debt or equitysecurities.  Such events, if they wereto occur, would provide the Company with additional liquidity to support itsand CCTV's business objectives.  TheCompany has plans to undertake capital raising activities, but there can be noassurance that such activities will be successful.  If such activities are not successful, and absent alternatesources of capital or liquidation of other assets, it is more likely than notthat the additional investment into CCTV will not be made, or will be made inan amount that is materially lower than provided for in the acquisitionagreements. 

At September 30, 2003, CCTV had approximately $1,104,000 in cash andcurrent liabilities of approximately $3,942,000.  However, CCTV is still generating cash flow losses and it hasplans to expand its access network by an additional approximately 50,000 homes,which will require capital expenditures estimated to be in excess of$2,000,000.  Accordingly, CCTV willremain dependent upon outside sources of cash, including the planned capitalcontributions to be made by the Company. The Company's ability to make such contributions cannot be guaranteed.In addition, the adequacy of any such additional cash contribution into CCTV,to meet CCTV's planned cash flow obligations cannot be assured.   

Accordingly, in the absence of new sources of capital, CCTV may have toreduce portions of its planned expansion of its access network, or could failto meet its obligations which could result in the loss of value of theCompany's current and planned investment in CCTV.  
14
The following table presents the Company's contractual obligations asof November 30, 2003. These obligations exclude requirements to provide fundingto CCTV which the Company will be contractually obligated to make once it hasconsummated the acquisition of CCTV:

 Payments Due By Period

  Contractual Obligation

  Total

Less Than   One Year

  1-3 Years

  4-5 Years

  After 5 Years

Long term debt

$             3,581

$                598

$           1,719 

$                333   

$                931

Operating leases

155

76

70

9

-

$             3,736            

$                674  

$             1,789  

$                342  

$                931  
   
 *Effectof New Accounting Pronouncements*

In January 2003, the Financial AccountingStandards Board ("FASB") issued Interpretation No. 46, Consolidationof Variable Interest Entities (VIE), an interpretation of ARB No. 51, whichrequires all VIEs to be consolidated by the primary beneficiary.  The primary beneficiary is the entity thatholds the majority of the beneficial interests in the VIE.  In addition, the interpretation expandsdisclosure requirements for both VIEs that are consolidated as well as VIEsfrom which the entity is the holder of a significant amount of the beneficialinterests, but not the majority.  Thedisclosure requirements of this interpretation are effective for all financialstatements issued after January 31, 2003. The consolidation requirements of this interpretation have recently beendeferred and are now effective for all periods ending no later than March 15,2004.  Because the Company believes ithas no variable interest entities, it does not expect that the adoption of thisnew standard will have an effect on the consolidated financial position orresults of operations. 

In April 2003, the FASB issued Statement of Financial AccountingStandards No. 149 ("SFAS 149"), "Amendment of Statement 133 onDerivative Instruments and Hedging Activities."  SFAS 149 amends Statement of Financial Accounting Standards No.133 to provide clarification on the financial accounting and reporting ofderivative instruments and hedging activities and requires that contracts withsimilar characteristics be accounted for on a comparable basis.  The provisions of SFAS 149 are effective forcontracts entered into or modified after June 30, 2003, and for hedgingrelationships designated after June 30, 2003. The Company is currently evaluating the effects this statement may haveon its consolidated financial statements. 

In May 2003, the FASB issued Statement of Financial AccountingStandards No. 150 ("SFAS 150"), "Accounting for CertainFinancial Instruments with Characteristics of both Liabilities andEquity."  SFAS 150 establishesstandards on the classification and measurement of certain financial instrumentswith characteristics of both liabilities and equity.  The provisions of SFAS 150 are effective for financialinstruments entered into or modified after May 31, 2003 and to all otherinstruments that exist as of the beginning of the first interim financialreporting period beginning after June 15, 2003 (our third quarter of fiscal2004).  The Company is currentlyevaluating the effects this statement may have on its consolidated financialstatements.

OFF BALANCE SHEETARRANGEMENTS

The Company has a contingent liability with respect toa $386,000 letter of credit issued by its bank to secure performance bondsissued in connection with an unresolved state income tax matter.

**Item 3.  Quantitative and QualitativeDisclosures About Market Risk**The Company is exposed to market risk from changes in equity security prices,interest rates and from factors that impact equity investments in Russia, asdiscussed in the Company's Annual Report on Form 10-K for the year endedFebruary 28, 2003.  The followinginformation is presented to update the status of the identified risks.

 EQUITY SECURITY RISKAt November 30, 2003, the Company has equity risk with respect to$3,836,000 of investments in publicly traded financial institutions, and italso has an equity investment in a Ukraine based utility company with areported value of $5,000.

15FOREIGN INVESTMENT RISK

At November 30, 2003, the Company had investments in CCTV and MoscowBroadband with a combined carrying value of $4,983,000, or 26.9% of totalconsolidated assets.  Moscow Broadband'sprimary asset is an investment in CCTV, a Moscow, Russia based broadband cableoperator licensed to provide video, Internet and telephony to up to 1.5 millionhomes and businesses in Moscow. Accordingly, these investments bear the specificeconomic, currency and political risks of this region. 

In May 2003, the Company entered into agreements which, whenconsummated, will result in CCTV being wholly-owned by the Company.  The consummation of these transactions willincrease the concentration of both foreign investment risk and the capital riskassociated with a start-up company which is experiencing operating losses andrequires the commitment of funds to meet the capital expenditure needs of itsbusiness plan.  Such transactions arealso expected to significantly reduce the Company's liquidity as discussed inthe Liquidity and Capital Resource section of Item 2 of this report.

INTEREST RATE RISKAt November 30, 2003, Andersen Land Corp., a wholly-owned subsidiary of theCompany, was obligated under a mortgage note which bears interest at 2.25%above the London Interbank Offered Rate (LIBOR), which will expose it tointerest rate risk at each periodic renewal of the rate, the first of whichwill be in March 2004.  If the interestrate on the mortgage note increases from the current annual rate of 3.284% by1% at renewal, the Company estimates that the interest cost of this obligationwould increase by approximately $17,000 for the fiscal year ending February 28,2005. 

**Item4.  Controls and Procedures**As required by Rule 13a-15 under the Securities Exchange Actof 1934, as amended (the "Exchange Act"), within the 90 days prior tothe filing date of this report, the Company carried out an evaluation of theeffectiveness of the design and operation of the Company's disclosure controlsand procedures. This evaluation was carried out under the supervision and withthe participation of the Company's management, including the Company'sPresident and Chief Executive Officer along with the Company's Chief FinancialOfficer. Based upon that evaluation, the Company's President and ChiefExecutive Officer along with the Company's Chief Financial Officer concludedthat the Company's disclosure controls and procedures are effective. There havebeen no significant changes in the Company's internal controls, or in otherfactors, which could significantly affect internal controls subsequent to thedate the Company carried out its evaluation. 

The Company records in its financial statements its 25% equity interestin MBC, whose main business is its 50% equity interest in CCTV, and also a$3,500,000 direct investment in CCTV. The transactions with COMCOR and the shareholders of MBC described inNote (4) to the consolidated financial statements in Item 1 of this Report willresult in the Company acquiring 100% of the equity interest of CCTV.  Until the transactions are consummated, theCompany does not control CCTV. Therefore, at the present time, the Company is not in a position toassure that CCTV has effective disclosure controls and procedures and internalcontrol over financial reporting. Management of the Company is currently working with management of CCTVto implement effective disclosure controls and procedures and internal controlover financial reporting at CCTV after the consummation of thetransactions.  Management has disclosedto the Company's auditors and audit committee the status of its efforts toimplement effective disclosure controls and procedures and internal controlover financial reporting at CCTV.

Disclosure controls and procedures are controls and other procedures that aredesigned to ensure that information required to be disclosed in Company reportsfiled or submitted under the Exchange Act is recorded, processed, summarized andreported within the time periods specified in the Securities and ExchangeCommission's rules and forms. Disclosure controls and procedures include,without limitation, controls and procedures designed to ensure that informationrequired to be disclosed in Company reports filed under the Exchange Act isaccumulated and communicated to management, including the Company's ChiefExecutive Officer and Chief Financial Officer, as appropriate, to allow timelydecisions regarding required disclosure. 
 16
**Part II.  Other Information**

**Item1.  Legal Proceedings** 

*MortonInternational, Inc. v. A.E. Staley Mfg. Co. et al. and Velsicol Chemical Corp.v. A.E. Staley Mfg. Co. et al.*

As originally reported in the Company's Form 10-K forthe year ended February 28, 1997, in July 1996, two companion lawsuits werefiled in the United States District Court for the District of New Jersey, byvarious owners and operators of the Ventron-Velsicol Superfund Site("Site").  The lawsuits, whichwere subsequently consolidated, were filed under the ComprehensiveEnvironmental Resource Compensation and Liability Act ("CERCLA"), theResource Conservation and Recovery Act, the New Jersey Spill Act and New Jerseycommon law, alleging that the defendants (over 100 companies, including JM Ney)were generators of certain wastes allegedly processed at the Site.  The lawsuits seek recovery of costs incurredand a declaration of future liability for costs to be incurred by the ownersand operators in studying and remediating the Site. As further reported in the Company's Form 10-Q for the period ended November30, 2001, this case was dismissed without prejudice and the plaintiffs' abilityto reinstate their claims were limited for a minimum of three years untilOctober 2004.  If the plaintiffs reinstatethe case, given the legal and factual issues that remain outstanding, theCompany currently has no basis to ascertain the range of loss, should anyoccur, with respect to an outcome that may be considered unfavorable.  This contingent liability was not assumed bythe buyer of JM Ney's net assets.

**Item 4.Submission of Matters to a Vote of Security Holders**

During the three-months ended November 30, 2003, theCompany held a Special Meeting of its stockholders at which the followingproposals were voted on and approved by the stockholders: 

FOR

AGAINST

ABSTAIN

1.   Approval of the issuance of common stock  pursuant to the CCTV share acquisition.

  1,322,277

  49,470

  330

 

 

 

2.   Approval of the issuance of common stock  pursuant to the MBC share acquisition.

  1,322,277

  49,470

  330

 

 

 

3.   Approval of an amendment to the  certificate of incorporation increasing the number of authorized shares. 

  1,322,077

  49,670

  330

 

 

 

 4.  Approval of an  amendment to the certificate of incorporation adopting cumulative voting the  election of directors. 

  1,355,720

  15,764

  593

 

 

 

5.   Approval of an amendment to the  certificate of incorporation adopting a change in the name of the company to  Moscow CableCom Corp. 

  1,364,437

  6,987

  653

 

 

 

6.   Approval of the adoption of the Andersen Group, Inc. 2003 Stock Plan.

  1,262,564

  108,570

  853

 

 

 

7.   Approval of the adoption of the Andersen Group, Inc. 2003 Stock Option  Plan.

  1,234,758

  136,866

  453

**Item6.  Exhibits and Reports on Form 8-K**

Exhibits required by Item 601 of Regulation S-K:

Exhibit                            Description

Exhibit 31.1                            Certification  of CEO pursuant to Section 302 of Sarbanes-Oxley Act                           Exhibit 31.2                            Certification  of CFO pursuant to Section 302 of Sarbanes-Oxley Act  Exhibit 32                               Certification  of CEO and CFO Pursuant to 18 U.S.C. Section 1350 

(a)     Reportson Form 8-K:  During the three monthsended November 30, 2003, the Company filed the following reports on Form 8-K:  
 17
On October 16, 2003, the Company filed a Form 8-K under Items 7 and 12to report its results of operations for the three and six months ended August31, 2003. 

On October 27, 2003, the Company filed a Form 8-K under Items 7 and 9pursuant to Regulation FD to report certain information which was beingpresented at the Special Meeting of Stockholders being held on that date. 

On October 28, 2003, the Company filed a Form 8-K under Items 5 and 7to report that it had issued a press release announcing the approval byStockholders of the issuance of Common Stock to Moscow Telecommunication Corporation(COMCOR) and the stockholders of Moscow Broadband Communications Ltd (MBC)which will, when consummated, result in the acquisition of 100% of ZAOComCor-TV (CCTV), an operator of a growing cable television and Internet accessnetwork in Moscow, Russia.  The pressrelease also announced the approval of the change of the Company's name toMoscow CableCom Corp., which is expected to be put into effect following theclosing of the acquisition of CCTV. 

Subsequent to November 30, 2003, the Company filed the following reporton Form 8-K: 

On December 18, 2003, the Company filed a Form 8-K under Items 5 and 7to report that it had issued a press release announcing that its plannedacquisition of CCTV had been approved by the Ministry of the Russian Federationon Anti-Monopoly Policy, and that the Company expected to be able to close onthe proposed acquisition by mid-January 2004.

18
SIGNATURES

                Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

ANDERSEN GROUP, INC.

By:          /s/  Oliver R. Grace, Jr.                Oliver R. Grace, Jr.                President and Chief  Executive Officer

Date:       January  14, 2003

 

By:          /s/ Andrew M. O'Shea                Andrew M. O'Shea                Chief Financial Officer

Date:       January  14, 2003

 19
 

** **