THIS DOCUMENT IS A COPY OF EXHIBITS  11.1 AND 11.2 -  STATEMENT  RE
COMPUTATION  OF PER SHARE  EARNINGS FOR THE THREE AND SIX MONTH  PERIODS  ENDING
AUGUST 31,  1997,  RESPECTIVELY,  AND  EXHIBITS  27.1 AND 27.2 - FINANCIAL  DATA
SCHEDULE FOR THE  QUARTERLY  PERIOD ENDED AUGUST 31, 1997 AND AMENDED  FINANCIAL
DATA  SCHEDULE FOR THE  QUARTERLY  PERIOD ENDED AUGUST 31, 1996 FILED ON OCTOBER
15, 1997 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.


                                  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 August 31, 1997
                                       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

                    (Address of Principal Executive Offices)
                1280 Blue Hills Avenue, Bloomfield, CT 06002-1374
                                 (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 ____

There were  1,934,478  shares of the  Registrant's  Common Stock,  no par value,
outstanding as of October 15, 1997.




<PAGE>


Explanatory  Note:  This  Amended  Form 10-Q/A is being filed for the purpose of
submitting  the  Exhibits  required  to be included in Item 6 of Part II - Other
Information  but which were unable to be filed  electronically  in our Form 10-Q
for the  Quarterly  Period  Ended August 31, 1997 which was filed on October 15,
1997.

Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits required by Item 601 of Regulation S-K:

           Exhibit 11.1 - Statement Re Computation of Per Share Earnings
                            for the three months ended August 31, 1997.

           Exhibit 11.2 - Statement Re Computation of Per Share Earnings for
                            the six months ended August 31, 1997.

           Exhibit 27.1 - Financial Data Schedule for the six months 
                           ended August 31, 1997.

           Exhibit 27.2 - Amended Financial Data Schedule for the six months 
                           ended August 31, 1996.

(b)  No reports on Form 8-K were filed during the quarter ended August 31, 1997.

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

Date:    October 21, 1997



         ANDERSEN GROUP, INC.



By:      /s/ Andrew M. O'Shea
         Andrew M. O'Shea
         Treasurer

Date:    October 21, 1997


<PAGE>







                              Andersen Group, Inc.
                                   Form 10-Q/A
                     Quarterly Period Ended August 31, 1997

                                  Exhibit Index


         P  Exhibit 11.1 - Statement Re Computation of Per Share Earnings
                           for the three months ended August 31, 1997.

         P  Exhibit 11.2 - Statement Re Computation of Per Share Earnings for
                           the six months ended August 31, 1997.

         P  Exhibit 27.1 - Financial Data Schedule for the six months 
                           ended August 31, 1997.

         P  Exhibit 27.2 - Amended Financial Data Schedule for the six months 
                           ended August 31, 1996.


         P= Filed in paper pursuant to a Rule 201 temporary hardship exemption.