UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-QA

(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, 2000

                                       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.

            (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.)



515 Madison Avenue, 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 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 ____

            As  of  January  4,  2001,   there  were  2,059,863  shares  of  the
Registrant's $.01 par value common stock outstanding.

Title                                          Outstanding

Common Stock, $0.01 par value per share        Authorized 6,000,000 shares;
                                               Issued 2,059,863




     Note: The Company's  Form 10-Q for the quarterly  period ended November 30,
2000 is being amended solely to correct the  disclosure of operating  profit by
segment as  disclosed  in Note 8 to the  Consolidated  Financial  Statements  as
contained in Part I, Item 1 of the filing.





                               ANDERSEN GROUP, INC.
                                    FORM 10-QA

                                TABLE OF CONTENTS

                                                                       Page No.

Part I - Financial Information

         Item 1 - Financial Statements:

     Consolidated Balance Sheets

     November 30, 2000 and February 29, 2000                              3

     Consolidated Statements of Operations for the
     Three and Nine Months Ended November 30, 2000 and 1999               4

     Consolidated Statements of Cash Flows for the
     Nine Months Ended November 30, 2000 and 1999                         5

     Notes to Consolidated Financial Statements                           6

     Item 2 - Management's Discussion and Analysis of
     Financial Condition and Results of Operations                        8

     Item 3 - Quantitative and Qualitative Disclosures About Market Risk 10


Part II - Other Information

         Item 1 - Legal Proceedings                                      11

         Item 4 - Submission of Matters to a Vote of Security Holders    12
         Item 6 - Exhibits and Reports on Form 8-K                       12


Signatures                                                               13







<PAGE>

<TABLE>
<CAPTION>

Part I.  Financial Information
Item 1.  Financial Statements

                                ANDERSEN GROUP, INC.
                           Consolidated Balance Sheets

                                 (In thousands)

<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                       November 30, 2000              February 29, 2000
                                                                          -----------------              -----------------
ASSETS                                                                       (Unaudited)
------
Current assets:
   Cash and cash equivalents                                                    $ 1,063                        $ 1,854
   Marketable securities                                                            819                            926
   Accounts and other receivables less
     allowances of $112 and $111, respectively                                    6,026                          4,657
   Inventories                                                                    6,656                          8,019
   Prepaid expenses and other assets                                                309                            468
                                                                                -------                         ------

     Total current assets                                                        14,873                         15,924

Property, plant and equipment, net                                                9,403                         10,148
Prepaid pension expense                                                           4,962                          4,917
Investment in Moscow Broadband Communication Ltd.                                 3,565                          4,084
Other assets                                                                      2,151                          2,045
                                                                                -------                         ------

                                                                                $34,954                        $37,118
                                                                                =======                        =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

   Current maturities of long-term debt                                         $   537                          $ 521
   Notes payable to officer, net of unamortized discount                          1,157                              -
   Short-term borrowings                                                          2,500                          3,054
   Accounts payable                                                                 793                          1,015
   Other current liabilities                                                      1,470                          1,674
   Deferred income taxes                                                            525                            456
                                                                                -------                         ------

     Total current liabilities                                                    6,982                          6,720

Long-term debt, less current maturities                                           2,676                          3,190
Notes payable to officer, net of unamortized discount                                 -                            933
Subordinated note payable, net of unamortized discount                            7,380                          7,358
Other liabilities                                                                 1,913                          1,973
Deferred income taxes                                                             1,474                          1,682
                                                                                -------                         ------

     Total liabilities                                                           20,425                         21,856
                                                                                -------                         ------

Commitments and contingencies

Stockholders' equity:

   Cumulative convertible preferred stock                                         3,799                          4,033
   Common stock                                                                      21                             20
   Treasury stock                                                                   (28)                          (276)
   Additional paid-in capital                                                     6,276                          6,141
   Retained earnings                                                              4,461                          5,344
                                                                                -------                          -----

     Total stockholders' equity                                                  14,529                         15,262
                                                                                -------                         ------

                                                                                $34,954                        $37,118
                                                                                =======                        =======

See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>



                                                         ANDERSEN GROUP, INC.
                                                   Consolidated Statements of Operations

                                                 (In thousands, except per share data)
                                                            (unaudited)

<S>     <C>    <C>    <C>    <C>    <C>    <C>



                                                    Three months ended                       Nine months ended
                                         November 30, 2000    November 30, 1999     November 30, 2000   November 30, 1999

Revenues:

   Net sales                                   $ 9,736             $ 6,633             $29,096             $20,982
   Investment and other (loss) income             (216)                (88)                347               1,073
                                               -------             -------             -------             -------

                                                 9,520               6,545              29,443               22,055
                                               -------             -------             -------             --------

Costs and expenses:

   Cost of sales                                 7,456               4,693              21,896              14,590
   Selling, general and administrative           1,474               1,499               4,678               4,797
   Research and development                        585                 516               1,817               1,649
   Interest expense                                503                 440               1,540               1,211
                                               -------              ------             -------             -------

                                                10,018               7,148              29,931              22,247
                                               -------              ------             -------             -------

Loss from operations before equity in
  losses of unconsolidated subsidiary
  and income taxes                                (498)               (603)               (488)               (192)
Equity in losses of Moscow
  Broadband Communication Ltd.                    (203)                  -                (519)                  -
                                               -------              ------             -------             -------

Net loss before income taxes                      (701)               (603)             (1,007)               (192)
Income tax benefit                                (232)               (255)               (352)                (73)
                                               -------              ------             -------             -------

Net loss                                          (469)               (348)               (655)               (119)
Preferred dividends                                (75)                (97)               (228)               (289)
                                               -------              -------            -------             -------

Loss applicable to common
  shares                                         ($544)              ($445)              ($883)              ($408)
                                               =======              ======             =======             =======

Loss per common share:

   Basic and diluted                            ($0.26)             ($0.23)             ($0.43)             ($0.21)
                                               =======              ======             =======             =======

Weighted average number of shares
  outstanding                                2,056,539           1,933,761           2,049,820           1,931,331
                                             ---------           ---------           ---------           ---------

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


<PAGE>

<TABLE>
<CAPTION>

                                                         ANDERSEN GROUP, INC.
                                                Consolidated Statements of Cash Flows

                                                          (In thousands)

                                                               (unaudited)
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                   Nine months ended

                                                                      November 30, 2000         November 30, 1999
                                                                      -----------------         -----------------


Cash flows from operating activities:

Net loss                                                                   ($655)                      ($119)

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

     Equity in losses of Moscow Broadband Communication Ltd.                 519                           -
     Depreciation, amortization and accretion                              1,210                       1,103
     Deferred income taxes                                                  (139)                         31
     Pension income                                                          (45)                        (75)
     Net losses (gains) from marketable securities
       and investments                                                        14                        (299)
     Purchases of marketable securities                                        -                        (196)
     Proceeds from sales of marketable securities                             93                       2,239

     Changes in operating assets and liabilities:

     Accounts and other receivables                                       (1,369)                       (824)
     Inventories                                                           1,363                       4,168
     Prepaid expenses and other assets                                       100                        (226)
     Accounts payable                                                       (222)                        (69)
     Accrued expenses and other long-term obligations                       (206)                       (361)
                                                                          ------                      ------
     Net cash provided by operating activities                               663                       5,372
                                                                          ------                      ------
Cash flows from investing activities:

     Purchases of property and equipment, net                               (506)                     (1,413)
                                                                          ------                      ------


     Net cash used in investing activities                                  (506)                     (1,413)
                                                                          ------                      ------

Cash flows from financing activities:

     Principal payments on long-term debt                                   (498)                       (420)
     Proceeds from issuance of secured note to officer                       200                           -
     Repayment of short-term debt, net                                      (554)                     (1,988)
     Stock options exercised                                                  74                           5
     Sale of treasury stock, net                                              58                          21
     Preferred dividends paid                                               (228)                       (289)
     Officer receivable repaid                                                 -                          50
                                                                          ------                      ------

     Net cash used in financing activities                                  (948)                     (2,621)
                                                                          ------                      ------

     Net (decrease) increase in cash and cash equivalents                   (791)                      1,338

     Cash and cash equivalents - beginning of period                       1,854                       2,541
                                                                          ------                      ------

     Cash and cash equivalents - end of period                            $1,063                      $3,879
                                                                          ======                      ======

   See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>


ANDERSEN GROUP, INC.
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,  2000.  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)      Marketable Securities

         Marketable securities consisted of the following (in thousands):
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                  November 30, 2000                  February 29, 2000
                                                  -----------------                  -----------------
FM Emerging Russia Fund                                   $807                               $825
Portfolio of Ukraine stocks                                152                                239
Renaissance Russian Bond Fund                               52                                 75
Valuation reserve - foreign investments                   (192)                              (213)
                                                          ----                               ----

                                                          $819                               $926
                                                          ====                               ====
</TABLE>

The valuation  reserve  relates to the  Company's  investment in the FM Emerging
Russia Fund and a portfolio of Ukrainian  common stocks to provide for liquidity
and volatility concerns.

(3)      Inventories

         Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                  November 30, 2000                  February 29, 2000
                                                  -----------------                  -----------------
Raw material                                            $ 2,095                            $ 5,727
Work in process                                           6,058                              8,153
Finished goods                                            5,193                              6,029
Consignment leases                                       (1,752)                            (6,952)
                                                        -------                            -------
                                                         11,594                             12,957
LIFO Reserve                                             (4,938)                            (4,938)
                                                        -------                            -------
                                                        $ 6,656                            $ 8,019
                                                        =======                            =======
</TABLE>

At November  30,  2000,  the  precious  metal  inventory  levels of The J.M. Ney
Company,  which are valued on a LIFO  basis,  were  lower than the prior  fiscal
year-end  levels.  Due to the interim nature of these financial  statements,  no
adjustment of the LIFO reserve has been recognized in the Consolidated Statement
of  Operations.  Had such  inventory  levels been  determined to be permanent in
nature,  at  November  30,  2000,  there  would have been a decrease in the LIFO
reserve of approximately $292,000 and a corresponding decrease to cost of sales.

The interim  financial  statements  have not been adjusted to reflect changes in
precious  metals prices since the prior fiscal  year-end.  Had such changes been
made based on quoted metals prices as of November 30, 2000,  the gross values of
inventories  would  have been  increased  by  approximately  $1,134,000,  with a
corresponding increase in the LIFO reserve.

(4)


<PAGE>


Investment in Moscow Broadband Communication Ltd.

     The Company records its investment in Moscow Broadband  Communication  Ltd.
("Moscow Broadband") using the equity method of accounting,  which is at cost as
adjusted for its proportionate share of the equity in the earnings and losses of
Moscow  Broadband.  For the nine  months  ended  November  30,  2000 the Company
recorded  a loss of  $519,000  which  represents  its  25%  interest  in  Moscow
Broadband's  nine month  losses of  $2,076,000,  which in turn,  include  Moscow
Broadband's 50% equity interest in the losses of ComCor TV.

         At November 30, 2000, the carrying value of the Company's investment in
Moscow  Broadband was  $3,565,000 and the Company's 25% equity in the net assets
of Moscow Broadband was approximately $4,111,000. The $546,000 difference is due
to a previous  write down of this  investment  in a prior year and  previous  to
Moscow  Broadband's  investment  in  ComCor-TV  and to the purchase of shares of
Moscow Broadband during the prior fiscal year using credited accounts receivable
for amounts previously expensed.

(5)      Short-Term Borrowings

         In October 2000, JM Ney and its primary bank signed amendments to their
loan  agreements  which,  among other things,  increased the credit limit on the
revolving credit line from $6 million to $8 million and formally changed certain
covenants.  The  amendments  also  provide for specific  sublimits  for JM Ney's
precious metals borrowings,  which can be adjusted from time to time at JM Ney's
discretion.

(6)      Income Taxes

         Income tax (benefit)  expense is based upon  estimates of the effective
income tax rate for the current fiscal year.

(7)      Earnings Per Share

         Earnings per share are computed based on the weighted average number of
common and common  equivalent shares  outstanding.  Diluted net income 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, 2000,  the effect of such
conversions has been antidilutive.

(8)      Business Segments and Export Sales

                  During the nine months ended  November  30, 2000,  the Company
operated in two segments;  Electronics,  which  comprises the  operations of The
J.M. Ney Company; and Corporate, which includes the Company's investments,  real
estate and corporate administrative activities. Operating income consists of net
sales, investment and other income, less cost of sales and selling,  general and
administrative  expenses directly allocated to the industry segments.  Corporate
revenues consist of investment and other income not attributable to JM Ney.

Summarized  financial  information  for  business  segments  is as  follows  (in
thousands):

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


Nine months ended:                                     November 30, 2000           November 30, 1999
                                                       -----------------           -----------------

Revenues:

  Electronics                                               $29,114                     $21,118
  Corporate                                                     329                         937
                                                            -------                     -------
                                                            $29,443                     $22,055
                                                            -------                     -------
Operating income (loss):

  Electronics                                               $ 2,025                     $ 1,129
  Corporate                                                    (973)                       (110)
                                                            -------                     -------
                                                            $ 1,052                     $ 1,019
                                                            -------                     -------
Interest expense:

  Electronics                                               $ 1,191                    $   886
  Corporate                                                     349                        325
                                                            -------                    -------
                                                            $ 1,540                    $ 1,211
                                                            -------                    -------


<PAGE>



Depreciation, amortization and accretion:

  Electronics                                               $ 1,063                    $   988
  Corporate                                                     147                        115
                                                            -------                    -------
                                                            $ 1,210                    $ 1,103
                                                            -------                    -------

Capital expenditures:

  Electronics                                                 $ 506                    $ 1,398
  Corporate                                                       -                         15
                                                              -----                    -------
                                                              $ 506                    $ 1,413
                                                              =====                    =======
</TABLE>


<PAGE>


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>



As of:                                                 November 30, 2000           February 29, 2000
                                                       -----------------           -----------------
Identifiable assets:

  Electronics                                               $26,545                     $27,835
  Corporate                                                   8,409                       9,283
                                                            -------                     -------
                                                            $34,954                     $37,118
                                                            -------                     -------
</TABLE>


Export  sales  for the nine  months  ended  November  30,  2000  and  1999  were
$6,514,000  and  $4,244,000,  respectively.  Such sales were made  primarily  to
customers in Europe and the Pacific Rim.

During the nine  months  ended  November  30,  2000 and 1999,  sales to a single
customer accounted for 13.8% and 18.3% of net sales,  respectively.  At November
30,  2000,  accounts  receivable  from  this  customer  accounted  for  11.9% of
consolidated net accounts and other receivables.

(9)      Related Party Transactions

         In April 2000,  the Company  borrowed  $200,000  from its  President in
exchange for a secured  note  bearing  interest at the annual rate of 8.5% and a
warrant to  purchase  5,393  shares of the  Company's  stock at $11.13 per share
through April 2003. This warrant has been valued at approximately  $18,000,  and
is  presented  as a  discount  to the note  payable  to  officer  which is being
amortized over the term of the note.  Also, in April 2000, the Company  received
$50,000  from its  Chairman in exchange  for an  unsecured  demand note  bearing
interest at the annual rate of 10.0%.  This loan and related interest was repaid
in May 2000.

(10)     Supplemental Disclosure of Cash Flow Information

         During the nine months  ended  November 30,  2000,  the Company  issued
24,499  shares of its common stock from the  conversion  of 12,603 shares of its
cumulative convertible preferred stock.

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

For the three months ended  November 30, 2000,  the Company  incurred a net loss
applicable to common shares of $544,000,  or $0.26 per share, basic and diluted.
For the comparable  period in the prior fiscal year, the Company  incurred a net
loss of  $445,000,  or $0.23 per share,  basic and  diluted.  The  current  year
results include the Company's  equity interest in the losses of Moscow Broadband
Communication Ltd. ("MBC"), which in turn reflects MBC's direct expenses and its
50% equity  interest in the  start-up  losses of  ComCor-TV,  a broadband  cable
operator in Moscow,  Russia  which is licensed to provide  video,  Internet  and
telephony to up to 1.5 million  homes and  businesses  in Moscow.  The Company's
pre-tax loss prior to its equity in MBC's losses totaled  $498,000 for the three
months ended  November  30, 2000,  as compared to a pre-tax loss of $603,000 for
the three months ended November 30, 1999.

For the nine months ended November 30, 2000,  the Company's net loss  applicable
to common shares totaled $883,000,  or $0.43 per share,  basic and diluted.  For
the comparable nine month period in the prior fiscal year, the Company  reported
a net loss of $408,000, or $0.21 per share, basic and diluted.  Before taxes and
its equity  interest in MBC's  losses,  the  Company's  loss for the nine months
ended  November  30, 2000 was $488,000 as compared to a pre-tax loss of $192,000
for the nine months ended November 30, 1999.

REVENUES:

Revenues  for the three months ended  November  30, 2000 totaled  $9,520,000  as
compared to $6,545,000 for the comparable  quarter in the prior fiscal year. For
the nine months ended  November  30,  2000,  revenues  totaled  $29,443,000,  as
compared to $22,055,000 for the first nine months of the prior fiscal year.

Sales from the J. M. Ney Company  ("JM Ney") for the three and nine months ended
November  30,  2000  grew  46.8% and  38.7%,  respectively  reflecting  both the
pass-through effect of continuing  increases in the prices of palladium and real
growth  from  sales of parts and  materials,  particularly  into the  automotive
market.

Investment   and  other  income   (loss)   totaled   ($216,000)   and  $347,000,
respectively,  during  the  three  and nine  months  ended  November  30,  2000.
Significant  components of investment and other income (loss) for the nine-month
period and the  comparable  period of the prior  fiscal  year are as follows (in
thousands):


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                             Nine Months ended

                                                             November 30, 2000               November 30, 1999
                                                             -----------------               -----------------
Net losses from domestic trading portfolio                        $   -                           ($ 109)
Net gains (losses) from Russian and
  Eastern European portfolio                                       ( 14)                             457
Interest and dividends                                               24                              199
Rental income                                                       341                              329
Ultrasonic royalties                                                 54                               58
Other, net                                                          (58)                             139
                                                                  -----                           ------

                                                                  $ 347                           $1,073
                                                                  =====                           ======

</TABLE>

COST OF SALES

Cost of sales for the three months ended November 30, 2000 represented  76.6% of
sales and resulted in gross  margin of  $2,280,000.  This  compares to the prior
year's  third  fiscal  quarter  in which  cost of sales  were 70.8% of sales and
produced  gross margin of  $1,940,000.  Year-to-date,  cost of sales  represents
75.3% of sales resulting in gross margin of $7,200,000, as compared to the prior
fiscal  year's first nine months  during  which cost of sales which  represented
69.5% of sales and,resulted in gross margin of $6,392,000. Declines in the gross
margin  percentage  have been the  result of the  pass-through  effect of rising
palladium costs.  However, the 17.5% and 12.6% increases in gross margin dollars
produced during the three and six month periods ended November 30, 2000 over the
comparable prior year periods represents the impact of sales growth.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses for the three months ended November
30, 2000 totaled  $1,474,000,  a decrease of 1.7% from the prior  fiscal  year's
third quarter levels.  Through the first nine months of the current fiscal year,
these  expenses  totaled  $4,678,000,  which is 2.5% lower  than the  comparable
period in the prior  fiscal  year.  The  non-recurrence  of expensed  activities
relating to MBC's  investment in ComCor-TV have contributed to decrease in these
costs.

RESEARCH AND DEVELOPMENT EXPENSES

Research and  development  expenses for the three months ended November 30, 2000
totaled  $585,000,  which  is a 13.4%  increase  from the  expense  level in the
comparable  period of the prior fiscal year.  For the nine months ended November
30, 2000,  these  expenses  totaled  $1,817,000,  or 10.2% more than the expense
level in the comparable  period in the prior fiscal year.  These increased costs
reflect  growth in JM Ney's  engineering  staff to further  expand its technical
capabilities.

INTEREST EXPENSE

Interest  expense  during the three and nine months ended  November 30, 2000 was
14.3%  and  27.2%  higher,  respectively,  than the costs  incurred  during  the
comparable  periods of the prior fiscal year.  These increases are primarily due
to higher borrowing costs incurred by JM Ney during the first half of the fiscal
year from  palladium  leases on which  interest is partially  based on the metal
value, which has been significantly  higher than the prior year. Also,  interest
on increased cash  borrowings that were incurred to finance  increased  accounts
receivable that have resulted from higher sales, and from borrowings to pay down
consignment  leases and deferred pricing loans contributed to the increase.  The
increase in the third quarter  interest cost over the prior year's third quarter
interest  expense is  primarily  due to the cost of  borrowings  incurred by the
Company,  primarily  to increase its  investment  in MBC at the end of the prior
fiscal year. Lower  outstanding  principal  amounts on the 10-1/2%  subordinated
notes have partially offset this increase.

INCOME TAX EXPENSE

Income taxes have been accrued based upon estimated effective tax rates.

LIQUIDITY AND CAPITAL RESOURCES

At November 30, 2000, the Company's  consolidated cash and marketable securities
totaled $1,882,000,  which is a decrease of $898,000, or 32.3% from February 29,
2000  levels.  This  reduction  is  primarily  the  result of cash being used to
decrease short-term borrowings and long-term debt.

As a result  of  covenants  contained  in its  borrowing  agreements,  JM Ney is
restricted from paying dividends or otherwise  transferring funds to the Company
outside  the  ordinary  course  of  business  except  as  permitted  in  certain
covenants.  At November 30, 2000,  JM Ney's  working  capital was  approximately
$7,785,000,  or 98.7% of consolidated net current assets; and its net worth, net
of a $4 million subordinated note payable to the Company, totaled $6,559,000, or
45.1% of the Company's consolidated total net worth.

As noted in Note 6 to the consolidated  financial statements,  JM Ney has signed
amendments  to its loan  agreements  with its  primary  bank.  These  amendments
increase  the  revolving  credit  limit to $8 million and  provide for  specific
dollar  and  ounce  sublimits  for  precious  metals  borrowings.  In  addition,
amendments to financial  covenants  contained within the agreements are expected
to  eliminate  the need to request  compliance  waivers  which had been noted in
prior  quarters due to factors  which  include the effects of the  volatility of
market prices and leasing rates for palladium  during the fourth  quarter of the
prior fiscal year and the first quarter of the current fiscal year.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking  statements,  which are subject to a number
of risks and  uncertainties  that may cause actual results to differ  materially
from  expectations.  Those  uncertainties  include,  but are not  limited to the
following:

The Company has expanded its investment and business  development  activities in
Russia  and  Eastern  Europe.  Economic  and  political  developments  in  these
countries  could  significantly  impact  both the  return  on and the  return of
capital employed in these regions.  The price and volatility of precious metals,
particularly  palladium  and gold,  could impact the market for many of JM Ney's
products,  as users  substitute less expensive  materials.  Such precious metals
volatility can also expose JM Ney to certain pricing risks as they relate to the
sale of products and the purchase of these metals.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The  Company  and JM Ney are  exposed  to  market  risk from  changes  in equity
security prices, certain commodity prices,  interest rates and from factors that
impact  equity  investments  in Russia  and the  Ukraine,  as  discussed  in the
Company's  Annual Report on Form 10-K for the year ended  February 29, 2000. The
following information is presented to update the status of the identified risks.

FOREIGN INVESTMENT RISK

The Company has an investment in Moscow Broadband  Communication Ltd. (MBC)
with a carrying  value of  $3,565,000.  Moscow  Broadband's  primary asset is an
investment in ComCor-TV (CC-TV), a Moscow, Russia based broadband cable operator
licensed to provide video, Internet and telephony to up to 1.5 million homes and
businesses  in  Moscow.  The  success  of  the  Company's  investment  in MBC is
dependent  upon the  success  of  CC-TV in  demonstrating  the  validity  of its
business plan through growth in the number of  subscribers  for its cable TV and
Internet services.  In addition,  in order for MBC to maintain its 50% ownership
in CC-TV,  it is  required to make  approximately  $20 million to $30 million in
additional cash capital  investments  into CC-TV. To do so, MBC must raise up to
$25 million in additional  equity  capital.  MBC's failure to raise this capital
and make the  additional  investment  in CC-TV  could  result  in a  significant
dilution of its ownership of CC-TV. The Company has the right and opportunity to
increase its  investment  in MBC, but has no obligation to do so. As a result of
any  potential  private  placement of MBC's  equity  securities,  the  Company's
current 25% ownership in MBC is likely to be diluted. The value of the Company's
investment,  and the degree of future value  appreciation,  if any, will also be
dependent on the  valuation  levels of any future  private  placements  of MBC's
equity  securities.  The Company  currently  exercises  significant  operational
control over MBC's  activities.  This degree of  management  influence  could be
reduced as a result of ownership dilution.

The Company also has a trading  portfolio of Russian and  Ukrainian  investments
with market values totaling $1,011,000 and a net reported value of $819,000.  In
addition, as a result of the receipt of an additional liquidating  distribution,
JM Ney's  investment  in a Russian bond fund has been  reduced to  approximately
$52,000. All such investments bear the specific economic, currency and political
risks of this region.

COMMODITY RATE RISK

During the nine months  ended  November  30,  2000,  the price of  palladium  as
measured by the daily Second London fix, fluctuated from a high of $852 per troy
ounce,  to a low of $554 per troy ounce.  During the three months ended November
30,  2000,  the  price of  palladium  averaged  approximately  $751 an ounce and
subsequently  during  December  2000,  the price of palladium  averaged $915 per
ounce.  This  volatility  impacts  selling  prices and can affect  profitability
through  changes in the demand for JM Ney's  products,  from increased  costs to
replace sold metals and, along with  corresponding  volatility in precious metal
lease rates, through increased interest expense on palladium consignment leases.

Although  the  market  price for gold has not been as  volatile  during the nine
month  period,  ranging  from  approximately  $264 an ounce  to $294 per  ounce,
volatility in price of this metal can have similar effects  including  affecting
JM Ney's inventory management strategies.

As noted in Note 3 to the Consolidated  Financial  Statements as of November 30,
2000,  certain of JM Ney's precious metals inventory levels were below the prior
fiscal year end levels.  For purposes of reporting cost of sales on a LIFO basis
at the date, if these  inventory  decrements are not replenished at February 28,
2001, the LIFO reserve would decrease by approximately  $292,000 and there would
be a corresponding  decrease to cost of sales. The restoration of all LIFO layer
levels at prices as of November  30, 2000 would result in an increase in cost of
sales of approximately $75,000.

INTEREST RATE RISK

The  interest  cost  of JM  Ney's  precious  metal  borrowings  in the  form  of
consignment leases or deferred pricing borrowing in recent years has experienced
significant  fluctuations.  During the first nine months,  the interest costs of
such arrangements  fell from 18% per annum to approximately 9% per annum.  Since
February  29, 2000,  JM Ney reduced the number of ounces of palladium  leased or
borrowed  from 11,166 troy ounces to 2,827 troy ounces as of November  30, 2000.
These reductions  reduce J.M. Ney's exposure to the effects of such leasing cost
volatility.  In addition,  at November 30, 2000, JM Ney had  $2,500,000 of short
term  borrowings  at rates that are subject to daily or monthly  charge based on
market conditions.

Part II.  Other Information
Item 1.  Legal Proceedings

     Morton  International,  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 for the year ended  February
28, 1997, in July 1996,  two companion  lawsuits were filed in the United States
District  Court for the District of New Jersey,  by various owners and operators
of  the  Ventron-Velsicol  Superfund  Site  (Site).  The  lawsuits,  which  were
subsequently  consolidated,  were filed  under the  Comprehensive  Environmental
Resource Compensation and Liability Act (CERCLA),  the Resource Conservation and
Recovery Act, the New Jersey Spill Act and New Jersey common 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
incurred and a declaration  of future  liability for costs to be incurred by the
owners and operators in studying and remediating the Site.

Based on preliminary  disclosure of  information  relating to the claims made by
plaintiffs and  defendants,  JM Ney, which produced and refined  precious metals
used  in  dental  amalgams,  is one of the  smaller  parties  to  have  had  any
transactions  with one of the  plaintiff's  predecessors  in interest.  However,
under both CERCLA and the New Jersey Spill Act, a party is jointly and severally
liable,  unless  there  is a basis  for  divisibility.  At this  time,  there is
insufficient  information  to determine the  appropriate  allocation of costs as
between or among the defendant  group, if liability to the generator  defendants
is ultimately proven.  Moreover,  because of the incomplete status of discovery,
the Company is unable to predict the probable  outcome of the  lawsuit,  whether
favorable or unfavorable,  and has no basis to ascertain a range of loss, should
any  occur,   with  respect  to  an  outcome  that  might  be  characterized  as
unfavorable.

The Company continues to investigate whether any liability,  which may accrue at
some  future  date,  may be  subject to  reimbursement  in whole or in part from
insurance  proceeds.  The Company  intends to continue to vigorously  defend the
lawsuit.

         James S. Cathers and Sylvia Jean Cathers, his wife v. Kerr Corporation,
Whip-Mix  Corporation,  The J.M. Ney Company and Dentsply  Corporation,  Inc. As
originally  reported in the Company's Form 10-Q for the quarter ended August 31,
1997,  in August  1997,  J.M.  Ney was  included as a  defendant  in an asbestos
related civil action for negligence and product  liability filed in the Court of
Common Pleas of Allegheny  County,  Pennsylvania,  in which the Plaintiffs claim
damages from being  exposed to asbestos and  asbestos  products  alleged to have
been  manufactured  and supplied by the defendants,  including J.M. Ney's former
Dental  Division.  The Company  intends to  vigorously  defend the lawsuit.  The
Company has determined that it has insurance that potentially  covers this claim
and has called upon the insurance  carriers to provide  reimbursement of defense
costs and liability, should any arise. As of this date, the Company has no basis
to conclude  that the  litigation  may be material  to the  Company's  financial
condition or business.

Item 4.  Submission of Matters to a Vote of Security Holders - None



Item 6.  Exhibits and Reports on Form 8-K

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

     Exhibit               Description

     Exhibit 11            Statement re: Computation of Per Share Earnings.

     Exhibit 27            Financial Data Schedule.


No reports on Form 8-K were filed during the quarter ended November 30, 2000.


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

Date:    January 11, 2001


By:      /s/Andrew M. O'Shea

         Andrew M. O'Shea
         Chief Financial Officer

Date:    January 11, 2001




<PAGE>
<TABLE>
<CAPTION>


                                                                                                                          Exhibit 11
                                                         ANDERSEN GROUP, INC.
                 Statement Re: Computation of Per Share Earnings

                                                 (In thousands, except per share data)


<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                          Three Months            Three Months Ended      Nine Months            Nine Months
                                             Ended                       Ended              Ended                  Ended
                                          November 30, 2000         November 30, 1999     November 30, 2000      November 30, 1999



          T
Calculation of basic earnings


Numerator for basic and diluted
earnings per share:

Net loss                                     ($544)                    ($445)                ($ 883)                ($ 408)
                                             =====                      =====                ======                 ======

Denominator for basic earnings per share:

Weighted average number of
  shares outstanding during the
  period                                     2,057                     1,934                  2,050                  1,931
Effect of dilutive securities    (a)             -                         -                      -                      -
                                             -----                    ------                  -----                 ------
Denominator for diluted earnings
  per share                                  2,057                     1,934                  2,050                  1.931
                                             =====                     =====                  =====                  =====

     Basic earnings per share
                                           ($0.26)                    ($0.23)                ($0.43)                ($0.21)
                                           ======                     ======                 ======                 ======

     Diluted earnings per share            ($0.26)                    ($0.23)                ($0.43)                ($0.21)
                                           ======                     ======                 ======                 ======

(a) For each of the three and nine month  periods  ended  November  30, 2000 and
November 30,  1999,  the effect of  outstanding  stock  options,  or the assumed
conversion of subordinated convertible notes or cumulative preferred stock, were
anti-dilutive to the reported basis losses per share.

</TABLE>