<PAGE>



                                                   UNITED STATES

                                        SECURITIES AND EXCHANGE COMMISSION

                                              Washington, D.C. 20549
                                                          
                                                     FORM 10-Q/A     

(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended November 30, 1996
                                                        OR

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ________ to ___________

Commission file number: 0-1460

                                               ANDERSEN GROUP, INC.

                                  State  or  other   jurisdiction   of   (I.R.S.
                                 Employer    incorporation    or    organization
                                 Identification No.)

                                              CONNECTICUT 06-0659863

                                               ANDERSEN GROUP, INC.
                                  Ney Industrial Park, Bloomfield, CT 06002-3690
                                                  (860) 242-0761

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____

                               APPLICABLE ONLY TO REGISTRANTS INVOLVED IN 
               BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Indicate by check mark whether the  registrant  has filed all documents
and reports  required  to be filed by Section 12, 13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes ____ No ____

                                    (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of January 14, 1997.

Title                                                        Outstanding

Common Stock, no par value                                   Authorized 
                                        6,000,000 shares; Issued 1,958,478
<PAGE>
                                                              


Amendment  No.1 to the  Quarterly  Report on Form 10-Q,  for the  quarter  ended
November  30,  1996,  is filed for the  purpose  of  amending  the  Consolidated
Statements of  Operations  contained in Part I - Financial  Information,  Item 1
Financial  Statements.  The Preferred dividend  requirement for the three months
ended  November 30, 1996 should have been  $86,000,  not $100,000 as  previously
reported.  Accordingly,  the amount of the Company's  loss  applicable to common
shares for the three months ended November  30,1996 should have been $1,027,000.
There are no changes to the results of  operations  for the nine month  period
ended  November 30, 1996 as originally  reported.  In addition,  the  discussion
concerning the Preferred Dividend Requirement  contained in Item 2, Management's
Discussion and Analysis of Financial  Condition and Results of  Operations,  has
also been amended to reflect the above referenced change regarding the amount of
the Preferred dividend requirement for the three months ended November 30, 1996.

<PAGE>
Part I.  Financial Information

Item 1.  Financial Statements


                                               ANDERSEN GROUP, INC.
                                            Consolidated Balance Sheets
                                                  (In thousands)
<TABLE>
<CAPTION>
                                                                       November 30,1996         February 29, 1996
ASSETS                                                                        (Unaudited)
<S>                                                                                <C>                        <C>
Current assets:
 Cash and cash equivalents                                                        $ 2,475                   $ 4,116
 Marketable securities                                                              4,470                     3,809
 Accounts and other receivables less
  allowances of $199 and $124                                                       3,764                     4,337
 Inventories                                                                        7,518                     8,612
 Prepaid expenses and other assets                                                    769                        92
                                                                                  -------                   -------

   Total current assets                                                            18,996                    20,966
                                                                                  -------                   -------

 Property, plant and equipment, net                                                 8,972                     9,116
 Prepaid pension expense                                                            4,212                     4,027
 Investment in Digital GraphiX                                                      1,259                     1,259
 Other assets                                                                       2,347                     3,430
                                                                                  -------                   -------

                                                                                 $ 35,786                  $ 38,798
                                                                                 ========                  ========

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED
 STOCK AND COMMON AND OTHER STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                                                                 $   941                   $ 2,923
 Current maturities of long term debt                                               1,208                     1,136
 Short term borrowing                                                               1,028                         -
 Other current liabilities                                                          4,630                     5,145
                                                                                 --------                   -------

   Total current liabilities                                                        7,807                     9,204
                                                                                 --------                   -------

Long term debt, less current maturities                                             6,986                     7,349
Other liabilities                                                                   1,129                     1,143
Deferred income taxes                                                               1,939                     2,197

Redeemable convertible preferred stock                                              5,324                     5,280
                                                                                 --------                   -------

Stockholders' equity:
 Common stock                                                                       2,103                     2,103
 Additional paid-in capital                                                         3,248                     3,248
 Retained earnings                                                                  7,340                     8,364
 Treasury stock                                                                       (90)                      (90)
                                                                                 --------                   -------

   Total stockholders' equity                                                      12,601                    13,625
                                                                                 --------                   -------

                                                                                 $ 35,786                  $ 38,798
                                                                                 ========                  ========
</TABLE>
See accompanying notes to consolidated financial statements.



<PAGE>



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

<TABLE>
   
<CAPTION>
                                              Three months ended                              Nine months ended
                                           November              November                 November                November
                                           30, 1996              30, 1995                 30, 1996                30, 1995

<S>                                          <C>                    <C>                        <C>                    <C>
Sales and revenues:
 Net sales                                  $ 5,920              $ 5,379                  $19,253              $17,543
 Investment and other
  income (loss)                              (1,119)                 137                     (860)               1,007
                                            -------              -------                  -------              -------

                                              4,801                5,516                   18,393               18,550
                                            -------              -------                  -------              -------

Costs and expenses:
 Cost of sales                                3,860                3,411                   12,452               11,508
 Selling, general and
  administrative                              1,844                2,080                    5,310                6,413
 Research and development                       378                  314                    1,103                1,256
 Interest expense                               198                  298                      599                  884
                                            -------              -------                  -------              -------

                                              6,280                6,103                   19,464               20,061
                                            -------              -------                  -------              -------
Loss from
 continuing operations
 before income taxes                         (1,479)                (587)                  (1,071)              (1,511)
Income tax benefit                              538                  254                      375                  581
                                            --------             --------                 -------              -------

Loss from
 continuing operations                         (941)                (333)                    (696)                (930)
Income from discontinued
 operations,
 net of income taxes                              -                   44                        -                  413
Gain on sale of
 discontinued segment
 net of income taxes                              -                 3,740                       -                3,740
                                            -------              --------                 -------              -------
Net income (loss) Preferred dividend           (941)                3,451                    (696)               3,223
 requirement
                                                (86)                 (147)                   (328)                (443)
                                            -------              --------                 -------              -------
Income (loss) applicable
to common share                             ($1,027)               $3,304                 ($1,024)              $2,780
                                            =======               =======                 =======              ======

Earnings (loss) per common share:
 Continuing operations                       ($0.53)               ($0.25)                 ($0.53)              ($0.71)
 Discontinued operations                          -                  1.96                       -                 2.15
                                            -------              --------                 -------              -------
 Income (loss) per common
 share                                       ($0.53)                $1.71                  ($0.53)               $1.44
                                            =======              ========                 ========             =======

</TABLE>
    
See accompanying notes to consolidated financial statements.
<PAGE>

                                               ANDERSEN GROUP, INC.
                                       Consolidated Statements of Cash Flows
                                                  (In thousands)
                                                    (unaudited)
<TABLE>
<CAPTION>
                                                                              Nine months ended November 30,
                                                                                  1996                   1995

<S>                                                                                 <C>                     <C>
Cash flows from operating activities:
Net income (loss)                                                                   ($696)               $3,223
Adjustments to reconcile net income (loss)
to net cash provided by (used for) operating
activities:
   Depreciation, amortization and accretion                                         1,004                 1,561
   Gain on sale of Dental segment                                                       -                (3,740)
   Pension income                                                                    (185)                 (108)
   Net losses (gains) from marketable securities
    and investments                                                                 1,580                  (652)
   Purchases of marketable securities                                              (1,124)               (1,659)
   Sales of marketable securities                                                     437                 1,722
   Deferred income taxes                                                             (258)                 (219)

Changes in operating assets and liabilities:
   Accounts and notes receivable                                                      573                (1,820)
   Inventories                                                                      1,094                  (386)
   Prepaid expenses and other assets                                                 (878)                  (54)
   Accounts payable                                                                (2,266)                 (263)
   Accrued expenses and other long-term
    obligations                                                                      (529)                  137
                                                                                  --------              -------

   Net cash used for operating activities                                          (1,248)               (2,258)
                                                                                  -------               -------

Cash flows from investing activities:
   Purchases of property and equipment                                             (1,053)                 (860)
   Proceeds from sale of property, plant
    and equipment                                                                      28                   256
   Investments in other assets                                                       (105)                 (773)
   Proceeds from sale of Dental segment                                                 -                15,048
                                                                                  -------                ------

   Net cash (used for) provided by investing
    activities                                                                     (1,130)               13,671
                                                                                  -------                ------

Cash flows from financing activities:
   Principal payments on long-term debt                                              (698)                 (348)
   Issuance (repayment) of short term debt, net                                     1,028                (3,200)
   Capitalized lease obligations incurred                                             407                     -
                                                                                  -------               -------

   Net cash provided by (used for) financing
    activities                                                                        737                (3,548)
                                                                                  -------               -------
   Net increase (decrease) in cash and cash
    equivalents                                                                    (1,641)                7,865
   Cash and cash equivalents - beginning of
    period                                                                          4,116                 2,709
                                                                                  -------               -------

   Cash and cash equivalents - end of period                                      $ 2,475               $10,574
                                                                                  =======               =======

</TABLE>
See accompanying notes to consolidated financial statements.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)      Accounting Policies

         The accompanying  interim financial statements and related notes should
be read in conjunction  with the Consolidated  Financial  Statements of Andersen
Group, Inc. and related notes as contained in the Annual Report on Form 10-K for
the fiscal  year ended  February  29,  1996.  The interim  financial  statements
include all adjustments  (consisting only of normal  recurring  adjustments) and
accruals necessary in the judgment of management for a fair presentation of such
statements.  In addition,  certain reclassifications have been made to the prior
period  financial  information  so  that  it  conforms  to  the  current  period
presentation.

(2)      Inventories

Inventories consisted of the following:

<TABLE>
<CAPTION>
                                                                       (In thousands)
                                                        November 30,           February 29,
                                                            1996                   1996
                                                            <C>                 <C>
         Raw materials                                  $  1,555               $  3,147
         Work in process                                    4,362                  3,413
         Finished goods                                     2,947                  3,398
                                                        ---------              ---------
                                                            8,864                  9,958
         LIFO Reserve                                      (1,346)                (1,346)
                                                        ---------              ---------
                                                        $  7,518               $  8,612
                                                        ========               ========
</TABLE>

(3)      Income Taxes

         Income tax  (expense)  benefit  represents an estimate of the effective
income tax rate for the current fiscal year.

(4)      Dividends

         The Company's  cumulative  convertible  preferred stock (the "Preferred
Stock") is entitled to accrue quarterly  dividends ranging from $.1875 to $.4375
per share,  based upon the operating income (as defined) of The J.M. Ney Company
("Ney"),  a wholly-owned  subsidiary of the Company.  Due to restrictions in the
Company's debt covenants as discussed  below,  no dividends were declared on the
Preferred  Stock during the three or nine month periods ended November 30, 1996,
although  they were  accrued  at the rate of  $0.2491  and  $0.9822  per  share,
respectively.

         Under the terms of the  Indenture  applicable  to the Company's 10 1/2%
Convertible Subordinated Debentures, the Company has been restricted from paying
dividends on its capital stock since April 1993 and the Company anticipates that
it will be precluded from paying the quarterly  Preferred Stock dividend for the
foreseeable future.  Through November 30, 1996,  approximately $944,357 has been
accrued for this arrearage.  (For further  information  concerning the Company's
ability to pay  dividends  on or purchase  or redeem its  capital  stock see the
Liquidity and Capital Resources Section of Management's  Discussion and Analysis
of Results of Operations and Financial  Condition and Part II, Item  3--Defaults
Upon Senior Securities, below).


<PAGE>



(5)      Earnings Per Share

         Earnings per share is computed based on the weighted  average number of
common and common equivalent shares outstanding. Fully diluted net income (loss)
per share assumes full  conversion  of all  convertible  securities  into common
stock at the  later of the  beginning  of the year or date of  issuance,  unless
antidilutive.  For the three and nine month periods ended  November 30, 1996 and
1995, the effect of such conversions has been antidilutive.

(6)      Contingencies

         Ney is  contingently  liable under a $500,000  standby letter of credit
issued by its primary lending bank.  This letter of credit,  which names Phoenix
Shannon,  p.l.c.,  the buyer of the  Company's  former  Dental  segment,  as the
beneficiary,  will enable the release of funds which have been escrowed pursuant
to the Asset Purchase Agreement.

         The Company is involved in litigation with one of its business partners
in connection with the unauthorized  transfer of shares underlying the Company's
investment in a Russian  telecommunications  company.  The Company is contesting
this  transfer and believes that this matter will not result in an impairment of
the value of the  investment,  although  there cannot be any  assurances at this
time. At November 30, 1996, the carrying  value of this  investment was recorded
at $746,000.

         As previously  reported in the Company's  Quarterly Report on Form 10-Q
for the quarter ended August 31, 1996,  the Company's  subsidiary,  The J.M. Ney
Company,  has been named a defendant  in a lawsuit to cleanup a Superfund  site.
See the  discussion  below in Part II,  Item 1-- Legal  Proceedings  for further
information.

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

         REVENUES
         Revenues  declined  13.0% and 0.8% for the three and nine months  ended
November  30, 1996,  respectively,  as compared to the same periods in the prior
year.  These declines are comprised of increases in net sales of 10.1% and 9.7%,
respectively, for the three and nine month periods, and net investment losses of
$1,119,000 and $860,000,  respectively,  for the three and nine month periods as
compared to investment  gains and income of $137,000 and  $1,007,000 in the same
periods of the prior fiscal year.

         Sales growth  during the three  months  ended  November 30, 1996 in the
automotive  and  medical  markets  and  sales  to the  Company's  former  Dental
subsidiary were only partially offset by sales declines for ultrasonic  cleaning
products,  due to a softening in the semi-conductor  industry.  The prior year's
nine month sales  include  approximately  $2,079,000 of sales from the Company's
formerly  consolidated Video Products segment which is no longer consolidated as
a result of a dilution of  ownership  pursuant to a stock  offering  that became
effective in May 1995.

         Investment losses for the three and nine months ended November 30, 1996
were primarily the result of market declines in the value of the common stock of
Phoenix Shannon,  p.l.c., the buyer of the Company's former Dental segment,  and
management's  decision to write to zero both the common  stock and a  $1,000,000
note  receivable  from Phoenix  Shannon  which had been  received as part of the
consideration of the sale of the Dental segment.  Investment  losses  associated
with Phoenix Shannon totaled $1,775,000 and $2,175,000 during the three and nine
month  periods,  respectively.  The  decision to write down the Phoenix  Shannon
investments  to zero was made based upon  factors  including  operating  losses,
deferrals of required interest  payments on senior  convertible notes and market
conditions for Phoenix Shannon's  publicly traded  securities.  Gains associated
with investments in common stock,  primarily in certain financial  institutions,
rental  income and  interest  earned on short term  investments  and other notes
receivable provided the balance of the investment income.


<PAGE>



         COST OF SALES
         Cost of sales  increased by 13.2% and 8.2% for the three and nine month
periods  ended  November  30, 1996 as compared to the same  periods in the prior
fiscal year.  The increase  reflects a decline in gross margins during the three
month period from 36.6% to 34.8%,  while nine month margins  improved from 34.4%
to 35.3%.

         Sales of  fabrication  services  sold to the  Company's  former  Dental
segment at lower than average  margins,  increased low margin  tooling sales and
lower margins in the ultrasonic cleaning equipment  operations due to unabsorbed
costs because of lower  volumes,  all  contributed to the margin decline for the
three month period.  Increased sales volume,  particularly in the automotive and
medical  markets,  and improved  operating  efficiencies  within the Ultrasonics
Cleaning  Equipment  Division  have  contributed  to  help  produce  the  margin
improvement for the nine month period.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
         Selling,  general and  administrative  expenses  for the three and nine
month periods ended November 30, 1996 were 11.3% and 17.2% lower,  respectively,
as  compared  with the same  periods  in the prior  fiscal  year.  The  decrease
represents  the net of increased  variable  expenses  associated  with sales and
activity  growth,  and lower  legal  costs and other costs due to the prior year
settlement of a suit brought against a former subsidiary of the Company.

         RESEARCH AND DEVELOPMENT EXPENSES
         Research and  development  expenses for the three months ended November
30, 1996 increased by 20.4% over the comparable period in the prior fiscal year,
and  decreased  by 12.2% for the nine months  ended  November  30, 1996 over the
comparable period in the prior fiscal year. These costs as a percentage of sales
were 6.4% and 5.7% respectively for the three and nine months ended November 30,
1996 as compared with 5.8% and 7.2% of sales for the three and nine months ended
November 30, 1995.

         INTEREST EXPENSE
         Interest  expense for the three and nine months ended November 30, 1996
declined 33.6% and 32.2%  respectively from the comparable  periods in the prior
fiscal year.  Lower short term  borrowings  in the current year due to liquidity
provided  from the sale of the Dental  segment in November  1995,  and principal
payments on certain long term obligations,  have resulted in the lower financing
costs.

         INCOME TAX BENEFIT
         For the three and nine  months  ended  November  30,  1996,  income tax
benefits of $538,000 and  $375,000  respectively  have been  accrued  based upon
estimated  effective  income tax rates.  This compares to income tax benefits of
$254,000 and $581,000,  respectively,  for the  comparable  three and nine month
periods in the prior fiscal year.

         DISCONTINUED OPERATIONS
         At the end of the third  quarter of the prior fiscal year,  the Company
sold its Dental  segment  and  recognized  a gain of  $3,740,000,  net of income
taxes. For the three and nine months ended November 30, 1995, these discontinued
operations earned $44,000 and $413,000, respectively, net of taxes.
   
         PREFERRED DIVIDEND REQUIREMENT
         The preferred dividend  requirement,  including the amortization of the
issuance discount, for the three and nine months ended November 30, 1996 totaled
$86,000 and $328,000, respectively. This compares with $147,000 and $443,000 of
such  requirement  for the comparable  three and nine month periods in the prior
fiscal  year.  The  decrease is due to there being  approximately  one-half  the
number  of  preferred  shares  outstanding  in the  current  year,  netted by an
increase in the per share dividend due to the improved  operating results of The
J. M. Ney Company.
    


<PAGE>



         LIQUIDITY AND CAPITAL RESOURCES
         Cash and short term  investments  decreased by $980,000 during the nine
month period ended November 30, 1996 to $6,945,000. Due to a reclassification of
escrowed cash from other assets to short term  investments  based on anticipated
collection,  the decrease  from February 29, 1996 is  approximately  $1,530,000.
Approximately $640,000 of this decline is the result of net unrealized losses on
short term  investments  which is represented by the loss on the Phoenix Shannon
stock net of gains on other common stock investments.


         During the third quarter, the Company secured the consent of a majority
of  the   non-affiliated   holders  of  its  outstanding  10  1/2%   Convertible
Subordinated  Debentures and one of its Senior  Lenders,  and reached  agreement
with  another  Senior  Lender to permit the Company to use up to $6.0 million to
repurchase  shares of the Company's  Capital Stock (the "Capital  Stock Purchase
Program").  The  first  phase of the  Capital  Stock  Purchase  Program  will be
centered  around  repurchases of the Company's  Series A cumulative  Convertible
Preferred Stock, of which there were 289,475 shares  outstanding on November 30,
1996.

         In order to obtain the Consent of the Senior Lenders,  during the third
quarter  the  Company  made an  additional  principal  payment of  approximately
$244,000 to one Senior  Lender,  and in December  1996,  paid off the  remaining
balance outstanding of approximately $465,800 to another Senior Lender.

         Also during the quarter ended November 30, 1996, The J. M. Ney Company,
the Company's  primary  subsidiary  closed on a $6,000,000  Revolving Credit and
Deferred  Payment Sales Agreement with two banks under which it can borrow funds
or acquire  precious metals on a deferred payment basis based on defined advance
rates.  At November 30, 1996,  Ney had  outstanding  borrowings  under this line
valued at $1,028,000. Additionally, a $500,000 standby letter of credit has been
issued which will enable the release of certain  escrowed  funds relating to the
sale of the Company's former Dental segment.

         The Company  believes  that,  in addition to the  potential  borrowings
under the Ney Revolving  Credit and Deferred  Payment Sales  Agreement and under
available lease lines, funds from operations, sales of existing investments, the
realization  of certain  assets not presently  included among current assets and
potential future refinancings will be sufficient to meet its anticipated working
capital and debt service requirements for the foreseeable future.

         The   Indenture   relating  to  the   Company's  10  1/2%   Convertible
Subordinated  Debentures contains covenants restricting the payment of dividends
on or repurchases or redemptions of the Company's  capital stock.  As the result
of preferred stock  repurchases and losses incurred in recent years, the Company
is currently  prohibited  by such  covenants  (except as provided by the Capital
Stock  Purchase  Program  discussed  above)  from  making  such  payments on the
Preferred  Stock  or the  Common  Stock  until  such  time as the sum of (i) the
aggregate  cumulative  consolidated  net  income;  (ii) the  aggregate  net cash
proceeds  received by the Company from sales of shares of its capital  stock for
cash;  and (iii) the aggregate  net cash  proceeds  received by the Company from
sales of indebtedness of the Company  convertible into stock of the Company,  to
the  extent   such  stock  has  been   converted   into  stock  of  the  Company
(collectively,  the "Consolidated Net Income"), exceeds the sum of the aggregate
amount of all dividends  declared and all such other payments and  distributions
on account of the  purchase,  redemption  or other  retirement  of any shares of
stock of the Company  (collectively,  the  "Distributions").  As of November 30,
1996 the  Distributions  exceed the  Consolidated  Net  Income by  approximately
$4,885,000.


<PAGE>

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


ANDERSEN GROUP, INC.

By:      /s/ Francis E. Baker
         Francis E. Baker
         President and Chief Executive Officer


By:      /s/ Robert P. Belcher
         Robert P. Belcher
         Treasurer and Chief Financial Officer
   
Date:    May 1, 1997