SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549-1004

                                FORM 10-K/A-1

(Mark One)

[X]   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934 For the fiscal year ended October 31, 1997

                                       OR

[ ]   Transition report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934
      For the transition period from ______________ to _______________.

Commission file number 0-21986

                            ABLE TELCOM HOLDING CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
             

            FLORIDA                                     65-0013218
------------------------------                    -------------------
(State or other jurisdiction of                      (IRS Employer
incorporation or organization)                    Identification No.)


1601 FORUM PLACE, SUITE 1110, WEST PALM BEACH, FLORIDA         33401
------------------------------------------------------       ---------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code: (561) 688-0400

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Act: Common Stock

      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 [ ]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

      As of February 12, 1998, 7,705,404 shares of the registrant's Common Stock
were held by non-affiliates of the registrant (assuming, solely for these
purposes, such persons to be all persons other than (i) current directors and
executive officers off the registrant and (ii) persons believed by the
registrant to beneficially own more than 10% of the registrant's outstanding
Common Stock, based on reports, if any, submitted to the registrant by such
persons). As of such date, the aggregate market value of the voting stock of the
registrant held by non-affiliates, computed by reference to the average closing
bid and asked prices on that date, was $64,047,318.

      There were 9,135,384 shares of Common Stock outstanding as of February 12,
1998.

                       DOCUMENTS INCORPORATED BY REFERENCE

      Parts of the definitive Proxy Statement for the Registrant's Annual


<PAGE>


                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)1.  The following consolidated financial statements of Able Telcom Holding
       Corp. and subsidiaries are included as part of this report.

            Reports of Independent Certified Public Accountants
            Consolidated Financial Statements
            Consolidated Balance Sheets - October 31, 1997 and 1996
            Consolidated Statements of Operations - Years ended October 31,
              1997, 1996 and 1995
            Consolidated Statements of Shareholders' Equity - Years ended
            October 31, 1997, 1996 and 1995
            Consolidated Statements of Cash Flows - Years ended October 31,
              1997, 1996 and 1995
            Notes to Consolidated Financial Statements - October 31, 1997

(a)2.  The financial statement schedule for the years ended October 31, 1997,
       1996 and 1995 is filed as part of this report and should be read in
       conjunction with the Consolidated Financial Statements of the Company.

       Schedule II-Valuation and Qualifying Accounts

       Schedules not listed above have been omitted because they are not
       applicable or not required or the information required to be set forth
       therein is included in the Consolidated

         Financial Statements or Notes thereto.

(a)3.  The exhibits listed on the accompanying Index to Exhibits immediately
       following the Financial Statement Schedules are filed as part of, or
       incorporated by reference into, this Report.

NO.    DESCRIPTION
---    -----------

3.1    Articles of Incorporation of the Registrant, as amended to date(1)
3.2    Amendment to Articles of Incorporation of the Registrant, as filed with
       the Secretary of the State of Florida on December 20, 1996(7)
3.3    Bylaws of the Registrant, as amended to date(1)
4.1    Articles of Incorporation (incorporated by reference to Exhibit 3.2)(7)
4.2    Specimen Common Stock Certificate(1)
4.3    Specimen Series A Preferred Stock Certificate(3)
4.4    Forms of Warrant issued to Credit Suisse First Boston Corporation and
       Silverton International Fund Limited(7)
4.5    Gaines Option(1)
4.6    Able Telcom Holding Corp. 1995 Stock Option Plan(8)
10.2   Stock Option Agreement with Frazier L. Gaines(1)
10.8   Employment Agreement with Gerry W. Hall(5)
10.9   Master Agreement with AT&T(1)
10.10  Master Agreement with GTE(1)
10.11  Note restructuring agreements with former principals of TSCI(2)
10.12  Stock Purchase Agreement between the Registrant and H.C. and Lois A.
       Connell, dated November 6, 1995(4)
10.13  Amendment to Stock Purchase Agreement between the Registrant and H.C. and
       Lois A. Connell, dated December 8, 1995(4)
10.14  Consulting Agreement between the Registrant and H.C. Connell, dated
       November 6, 1995(4)
10.15  Stock Purchase Agreement between the Registrant, Traffic Management
       Group, Inc., Georgia Electric Company, Gerry W. Hall and J. Barry Hall(5)
10.16  Stock Purchase Agreement between the Registrant, Telecommunications
       Services Group, Inc., Dial Communications, Inc., William E. Newton and
       Sybil C. Newton(6)
10.17  Promissory Note of the Registrant payable to William E. and Sybil C.
       Newton(6)
10.18  Term Loan and Revolving Line of Credit Facility between the Registrant
       and SunTrust Bank, South Florida N.A. effective as of November 29,
       1995(4)
10.19  First Modification to Term Loan and Revolving Line of Credit Facility
       between the 

<PAGE>


       Registrant and SunTrust Bank, South Florida N.A. effective as of May 20,
       1996(3)
10.20  Second Modification to Term Loan and Revolving Line of Credit Facility
       between the Registrant and SunTrust, South Florida N.A. effective as of
       October 30, 1996(3)
10.21  Third Modification to Term Loan and Revolving Line of Credit Facility
       between the Registrant and SunTrust Bank, South Florida N.A. effective as
       of December 2, 1996(3)
10.22  Term Loan and Security Agreement between Able Telcom Holding Corp.,
       Georgia Electric Company, Inc., Traffic Management Group, Inc.,
       Transportation Safety Contractors, Inc., Transportation Safety
       Contractors of Virginia, Inc. and SunTrust Bank South Florida N.A.,
       effective December 2, 1996(3)
10.23  Stock Purchase Agreement(7)
10.24  Asset Purchase Agreement dated as of November 26, 1997 with COMSAT RSI,
       JEFA Wireless, Transportation Safety Contractors, Inc., Georgia Electric
       Company, Able Telcom Holding Corp. and COMSAT Corporation(10)
10.25  Securities Purchase Agreements, each dated as of January 6, 1998, between
       Able Telcom Holding Corp. and each of the Purchasers named therein(9)
11     Computation of Per Share Earnings
21     List of subsidiaries as of October 31, 1997(9)
23.1   Consent of Ernst and Young LLP
27     Financial Data Schedule (for SEC use only)


     (1)  Previously filed with the Commission as an exhibit to the Company's
          Registration Statement on Form S-1 (Registration #33-65854) ordered
          effective by the Commission on February 26, 1994, as an amended.
     (2)  Previously filed with the Commission as an exhibit to the Company's
          Annual Report on Form 10-K filed for fiscal year 1994.
     (3)  Previously filed with the Commission as an exhibit to the Company's
          Annual Report on Form 10-K filed for fiscal year 1996.
     (4)  Previously filed with the Commission as an exhibit to the Company's
          Current Report Form 8-K dated December 22, 1995.
     (5)  Previously filed with the Commission as an exhibit to the Company's
          Current Report Form 8-K as filed with the Commission on October 25,
          1996.
     (6)  Previously filed with the Commission as an exhibit to the Company's
          Current Report Form 8-K as filed with the Commission on December 13,
          1996.
     (7)  Previously filed with the Commission as an exhibit to the Company's
          Current Report Form 8-K as filed with the Commission on December 31,
          1996.
     (8)  Previously filed with the Commission as an exhibit to the Company's
          Registration Statement on Form S-8 (Registration #333-04377) ordered
          effective by the Commission on June, 1996.
     (9)  Previously filed with the commission as an exhibit to the Company's
          Annual Report on Form 10-K filed for fiscal 1997.
     (10) Previously filed with the Commission as an exhibit to the Company's
          Current Report Form 8-K as filed with the Commission on March 12,
          1998.

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


<PAGE>


                          ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


   SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) 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.

                     ABLE TELCOM HOLDING CORP.

                     BY: _________________________  MARCH   , 1998
                         FRAZIER L. GAINES, CEO

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

    SIGNATURES                       TITLE                   DATE SIGNED
    ----------                       -----                   -----------

--------------------       
FRAZIER L. GAINES          Chief Executive Officer and     March ____, 1998
                           Director (Principal          
                           Executive Officer)           
                           
--------------------                                 
BILLY V. RAY, JR.          Chief Financial Officer and     March _____, 1998
                           Assistant Secretary         
                           (Principal Finance &        
                           Accounting Officer)         
--------------------                                  
JONATHAN A. BRATT          Director                        March _____, 1998
                           
--------------------                                  
JOHN D. FOSTER             Director                        March ______, 1998
                           
--------------------                                  
ROBERT NELLES              Director                        March _______,1998
                           
                           
--------------------       
GIDEON TAYLOR              Chairman and Director           March ______ , 1998

                                     
--------------------       
RICHARD J. SANDULLI        Director and Vice President     March ______,  1998


<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                        INDEX TO FINANCIAL STATEMENTS AND
                          FINANCIAL STATEMENT SCHEDULES


                                                                           PAGE
                                                                           ----
Report of Independent Certified Public Accountants                          F-2

Consolidated Financial Statements:

Consolidated Balance Sheets - October 31, 1997 and 1996                     F-3

Consolidated Statements of Operations - Years ended October 31, 1997, 
  1996 and 1995                                                             F-5

Consolidated Statements of Shareholders' Equity - Years ended 
  October 31, 1997, 1996 and 1995                                           F-6

Consolidated Statements of Cash Flows - Years ended October 31, 
  1997, 1996 and 1995                                                       F-7

Notes to Consolidated Financial Statements - October 31, 1997               F-9

Financial Statement Schedule:

   II.  Valuation and Qualifying Accounts - Years ended October 31, 
          1997, 1996, and 1995                                              F-23

                                      F-1
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Shareholders and Board of Directors
Able Telcom Holding Corp.

We have audited the accompanying consolidated balance sheets of Able Telcom
Holding Corp. and subsidiaries (the "Company") as of October 31, 1997 and 1996,
and the related consolidated statements of operations, shareholders' equity, and
cash flows for each of the three years in the period ended October 31, 1997. Our
audits also included the financial statement schedule listed in the Index at
Item 14(a). These financial statements and schedule are the responsibility of
the Company's management. Our responsibility is to express and opinion on these
financial statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Able
Telcom Holding Corp. and subsidiaries at October 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended October 31, 1997, in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedule when considered in relation to the basic financial statements
taken as a whole, presents fairly in all material respects the information set
forth therein.

                                            /s/ ERNST & YOUNG LLP
                                            ---------------------
                                                Ernst & Young LLP

West Palm Beach, Florida
January 19, 1998

                                      F-2

<PAGE>


                          ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES



                                 October 31,1997

                           CONSOLIDATED BALANCE SHEETS

                                                             OCTOBER 31,

ASSETS                                                   1997           1996
                                                      -----------    -----------
Current assets:
  Cash and cash equivalents                           $ 6,229,602    $ 3,267,161
  Investments                                                --          571,010
  Accounts receivable, net                             13,399,327     13,617,792
  Inventories                                           1,257,218      1,374,698
  Costs and profits in excess of billings on
   uncompleted contracts                                5,614,813        954,269
  Prepaid expenses and other                              508,591        757,883
  Deferred income taxes                                      --          905,898
                                                      -----------    -----------

   Total current assets                                27,009,551     21,448,711

Property and equipment, net                            13,113,638     10,667,357

Other assets:
  Deferred income taxes                                   981,976        269,942
  Goodwill, net                                         8,341,064      5,919,880
  Other                                                   899,765        612,941
                                                      -----------    -----------

   Total other assets                                  10,222,805      6,802,763


                                                      -----------    -----------
   Total assets                                       $50,345,994    $38,918,831
                                                      ===========    ===========

See accompanying notes to consolidated financial statements.

                                      F-3

<PAGE>


                          ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


                                October 31, 1997

                           CONSOLIDATED BALANCE SHEETS

                                                            OCTOBER 31,
                                                    ---------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY                    1997           1996
                                                    ------------   ------------
Current liabilities:
  Current portion of long-term debt                 $  3,154,428   $  1,965,611
  Notes payable  shareholders/directors                  875,000      1,307,976
  Lines of credit                                           --        4,626,178
  Accounts payable and accrued liabilities             8,418,323      8,036,142
  Billings in excess of costs and profits on
   uncompleted contracts                                 291,165      1,218,724
    Customer deposit                                     229,721           --
                                                    ------------   ------------
          Total current liabilities                   12,968,637     17,154,631

Long-term debt, excluding current portion             14,139,567      8,149,807
Other liabilities                                      1,277,866      2,015,895
                                                    ------------   ------------

     Total liabilities                                28,386,070     27,320,333

Commitments and contingencies

Convertible redeemable preferred stock
     $.10 par value, authorized 1,000,000 shares:      6,713,314           --
     995 shares issued and outstanding in 1997

Shareholders' equity:
  Common stock, $.001 par value, authorized
   25,000,000 shares; 8,580,422 and 8,203,212
   shares issued and outstanding in 1997 and 1996
   respectively                                            8,579          8,203


  Additional paid-in capital                          15,095,863     12,833,286


  Unrealized loss on investments, net of tax                --          (53,990)


  Retained earnings (deficit)                            142,168     (1,189,001)
                                                    ------------   ------------

   Total shareholders' equity                         15,246,610     11,598,498
                                                    ------------   ------------

   Total liabilities and shareholders' equity       $ 50,345,994   $ 38,918,831
                                                    ============   ============


See accompanying notes to consolidated financial statements.

                                      F-4

<PAGE>
<TABLE>
<CAPTION>

 
                          ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


                                October 31, 1997

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                              FOR THE YEARS ENDED OCTOBER 31,

                                           1997            1996            1995
                                       ------------    ------------    ------------
<S>                                    <C>             <C>             <C>
Revenues
                                       $ 86,334,449    $ 48,906,170    $ 35,407,581
Costs and expenses:

Costs of revenues                        68,164,404      40,486,018      27,719,750
General and administrative                8,780,430       8,403,491       5,464,338

Depreciation and amortization             4,532,248       2,749,804       1,914,064

Charges and transaction/translation
losses related to Latin American
operations                                   16,987       3,553,373          95,798
                                       ------------    ------------    ------------


   Total costs and expenses              81,494,069      55,192,686      35,193,950
                                       ------------    ------------    ------------

   Income (loss) from operations          4,840,380      (6,286,516)        213,631
                                       ------------    ------------    ------------

Other expense (income):
  Loss on sale of investments                  --              --           100,379
  Interest expense                        1,565,265       1,350,440       1,117,932
  Interest and dividend income             (449,479)       (270,163)       (672,598)
  Other (income) expense                   (152,694)         32,033            --
                                       ------------    ------------    ------------
   Total other expense, net                  963,09       1,112,310         545,713
                                       ------------    ------------    ------------

Income (loss) before income taxes
 and minority Interest                    3,877,288      (7,398,826)       (332,082)

Income tax expense (benefit)                727,223        (890,695)       (368,105)
                                       ------------    ------------    ------------

Income (loss) before minority
interest                                  3,150,065      (6,508,131)         36,023

Minority interest                           292,532        (597,883)        317,189
                                       ------------    ------------    ------------
Net income (loss)                         2,857,533        (5,910,2)8      (281,166)

Preferred stock dividends                  (260,000)           --              --

Discount attributable to beneficial
conversion Privilege of preferred
  stock                                  (1,266,364)           --              --
                                       ------------    ------------    ------------

Net income (loss) applicable to
common stock                           $  1,331,169    $ (5,910,248)   $   (281,166)
                                       ============    ============    ============

Income (loss)  per common share:       $        .16    $       (.71)   $       (.03)
                                       ============    ============    ============

Weighted average common shares and
common stock equivalents outstanding      8,504,972       8,361,458       8,283,668
                                       ============    ============    ============
</TABLE>


See accompanying notes to consolidated financial statements.

                                      F-5


<PAGE>
<TABLE>
<CAPTION>


                          ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


                                October 31, 1997

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                                 COMMON STOCK
                                              -------------------
                                                                                      UNREALIZED
                                                                                        LOSS ON       RETAINED
                                                                      ADDITIONAL      INVESTMENT      EARNING
                                              SHARES      AMOUNT      CAPITAL  IN     NET OF TAXES    (DEFICIT)          TOTAL
                                            -----------   -------     ------------    ------------   -----------     ------------
<S>                    <C>                  <C>           <C>         <C>              <C>           <C>             <C>         
Balance at October 31, 1994                 7,871,771     $ 7,872     $ 10,969,121     $(146,950)    $ 5,002,413     $ 15,832,456

  Issuance of common stock to
   liquidate notes payable to
   shareholders / directors                   259,434         259        1,499,741          --              --          1,500,000
  Issuance of common stock
   for exercise of warrants                    67,007          67          334,829          --              --            334,896
  Cancellation of common stock
   previously issued for acquisition           (5,000)         (5)         (13,495)         --              --            (13,500)

  Change in unrealized loss
   on investments                                --          --               --          93,825            --             93,825
   Net loss                                      --          --               --            --          (281,166)        (281,166)
                                          -----------     -------     ------------     ---------     -----------     ------------
Balance at October 31, 1995                 8,193,212       8,193       12,790,196       (53,125)      4,721,247       17,466,511


  Issuance of common stock to
   directors in connection with
   acquisition                                 10,000          10           43,090          --              --             43,100
  Change in unrealized loss
   on Investments                                --          --               --            (865)           --               (865)
     Net loss                                    --          --               --            --        (5,910,248)      (5,910,248
                                          -----------     -------     ------------     ---------     -----------     ------------
Balance at October 31, 1996                 8,203,212       8,203       12,833,286       (53,990)     (1,189,001)      11,598,498


  Issuance of common stock in
   connection with acquisition                108,489         108          620,421                                        620,313
  Issuance of common stock
   for services                                 2,000           2           11,436                                         11,438
   Issuance of common stock
   for exercise of options                    262,240         262          732,177                                        732,439
  Compensation recognized on
   stock options                                                           337,500                                        337,500
  Issuance of common stock
   for conversion  of convertible
   preferred shares                             4,481           4           33,727                                         33,731
  Changes in unrealized loss
   on investments                                                                         53,990                           53,990
  Convertible preferred dividends paid                                                                  (260,000)        (260,000)
  Embedded dividends on convertible
   preferred shares                                                                                   (1,266,364)      (1,266,364)
  Tax benefit from exercise of options                                     527,424                                        527,424
  Net income                                                                                           2,857,533        2,857,533
                                          -----------     -------     ------------     ---------     -----------     ------------
Balance at October 31, 1997               $ 8,580,422     $ 8,579     $ 15,095,863     $       0     $   142,168     $ 15,246,610

                                          ===========     =======     ============     =========     ===========     ============
</TABLE>



See accompanying notes to consolidated financial statements.

                                      F-6

<PAGE>
<TABLE>
<CAPTION>
                          ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


                                  October 31, 1997

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                         For the years ended October 31,

                                                   1997            1996            1995
                                                -----------     -----------     -----------
<S>                                             <C>             <C>             <C>
Operating Activities:
  Net income (loss)                             $ 2,857,533     $(5,910,248)    $   281,166)
   Adjustments to reconcile net
   income (loss) to net cash
   provided by operating
   activities, net of effects of
  Acquisitions:
   Depreciation and amortization                  4,532,248       2,749,804       1,914,064
   Bad debt expense                                 160,189       1,094,503          86,593
   Provision for inventory losses                      --           290,500            --
   Write down of Latin American                        --         1,593,480            --
     assets
   Deferred income taxes                            727,223        (890,695)       (439,341)
   Loss on sale of equipment                         (6,025)         21,805            --
   Loss on sale of investments                        4,096            --           100,379
   Translation/transaction losses                      --         1,179,769          95,798
   Minority interest                                292,533        (597,883)        317,189
   Common stock issued for services                  11,438            --              --
  Compensation recognized for
   conversion of stock options                      337,500            --              --

  Reduction in revenue for litigation              (432,979)           --              --

  Changes in assets and liabilities,
   net of effects from
  Acquisitions:
   Decrease in accounts receivable                  842,066       1,854,735         796,530
   Decrease (increase) in inventories               117,480       1,871,004        (353,318)
   Increase in costs and profits in
    excess of Billings on Uncompleted
    contracts                                    (4,660,544)       (828,553)           --
   Decrease (increase) in prepaid
    expenses and Other                              313,265         339,711        (223,811)
   Increase in other assets                        (279,555)       (286,996)        (24,373)
   Increase (decrease) in accounts
    payable and Accrued expenses                   (198,987)        159,861     ( 1,514,749)
   (Decrease) Increase in billings
    in excess of costs and estimated
    profits on uncompleted contracts               (927,559)        681,446            --
   Increase in customer deposits                    229,721            --              --
                                                -----------     -----------     -----------
   Net cash provided by operating activities      3,919,643       3,322,242         473,795
                                                -----------     -----------     -----------
  Investing Activities:
   Purchases of property and equipment           (4,487,417)     (2,557,258)     (2,250,904)
   Proceeds from the sale of equipment               95,967         128,823            --
   Purchases of investments                            --              --          (350,000)
   Sales of investments                             566,914            --         4,418,233
   Cash acquired in acquisitions                    403,617       1,760,970            --
   Cash paid in acquisitions                     (3,000,000)     (3,500,000)           --
                                                -----------     -----------     ----------
   Net cash (used in)provided by
    investing Activities                         (6,420,919)     (4,167,465)      1,817,329
                                                -----------      -----------     ----------
</TABLE>

See accompanying notes to consolidated financial statements
 
                                      F-7


<PAGE>

<TABLE>
<CAPTION>

                          ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                                October 31, 1997

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<S>                                                    <C>              <C>             <C>    
Financing Activities:
   Net borrowing under lines of credit                 (4,626,178)      1,254,178        378,000
   Payment of shareholders/directors loan                (250,000)       (500,000)           ---
   Borrowings from shareholders/directors                     ---         500,000         57,976
   Proceeds from long-term debt                        11,014,094       4,547,148        737,758
   Proceeds from debt to finance acquisition            3,000,000       3,000,000            ---
   Payments on long-term debt                          (9,272,414)      (6,251,34)    (3,775,168)
   Distributions to minority interest                    (292,532)       (210,072)      (500,795)
   Foreign currency translation adjustment                    ---        (778,509)           ---
   Proceeds from exercise of stock options                732,439             ---            ---
   Proceeds from issuance of preferred stock            5,418,308             ---            ---
   Dividends paid                                        (260,000)
   Proceeds from exercise of warrants and Options                             ---        334,896
                                                      -----------     -----------    -----------
Net cash provided by (used in)financing activities      5,463,717       1,561,405     (2,767,333)

Effect of exchange rate changes on cash and 
 equivalents                                                  ---        (401,260)        (3,901)
                                                      -----------     -----------    -----------
Increase (decrease) in cash an cash equivalents         2,962,441         314,922       (480,110)

Cash and cash equivalents at beginning of year          3,267,161       2,952,239      3,432,349
                                                      -----------     -----------    -----------
Cash and cash equivalents at end of year               $6,229,602     $ 3,267,161     $2,952,239
                                                      ===========     ===========    ===========
Supplemental disclosures of cash slow information:
Non-cash transactions affecting operating,
   Investing and financing activities:
Operating activities:
   Issuance of common stock for services              $    11,438     $       ---     $      ---
                                                      ===========     ===========    ===========
Financing activities:
   Issuance of common stock for acquisition               620,313             ---            ---
   Common stock issued to repay
   Shareholders/directors loans                               ---             ---     (1,500,000)
   Issuance of notes payable for acquisition              892,000             ---            ---
                                                      ===========     ===========    ===========
Total financing activities                            $ 1,512,313      $      ---    $(1,500,000
                                                      ===========     ===========    ===========
See Note 3 for information on non-cash
 investing and  financing activities associated
 with acquisitions

Interest paid                                         $ 1,684,529      $1,120,465    $   933,302
                                                    
                                                      ===========     ===========    ===========
Income taxes paid, net of refunds                     $       ---     $       ---    $   168,460
                                                      ===========     ===========    ===========
</TABLE>

           See accompanying notes consolidated financial statements.

                                      F-8

<PAGE>


                         ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

(1)   THE COMPANY

      Able Telcom Holding Corp. ("Able Telcom" or the "Company") specializes in
      the design, installation, maintenance and system integration of advanced
      communication networks for voice, data, and video systems. These services
      are provided for an array of complimentary applications, including
      telecommunications infrastructure, traffic management systems, automated
      manufacturing systems and utility networks. The Company is currently
      organized into four operating groups: telecommunication services, cable
      television services, traffic management services and communications
      development. Each group, excluding cable television services, is comprised
      of subsidiaries of the Company with each having local executive management
      functioning under a decentralized operating environment. The Company
      formed the cable televisions services group to facilitate planned
      expansion during 1997. Able is headquartered in West Palm Beach, Florida,
      and operates its subsidiaries throughout the Southeastern United States,
      as well as in areas of South America.

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      (A)   PRINCIPLES OF CONSOLIDATION

            The consolidated financial statements include the Company and its
            subsidiaries. All material intercompany accounts and transactions
            have been eliminated. Operations for subsidiaries acquired in
            purchase business combinations are included in the consolidated
            results of operations since the date of acquisition.

      (B)   REVENUE RECOGNITION

            Revenues from "per unit basis" contracts are recognized at the time
            services are rendered and accepted by the customer. Revenues from
            installation contracts are recognized as contract costs are incurred
            under the percentage-of-completion method measured on the cost to
            cost basis. Contract costs include all direct material and labor
            costs as well as those indirect costs relating to the contract such
            as indirect labor, supplies and equipment costs.

            Changes in job performance, condition and the estimated
            profitability may result in changes in the estimates for project
            costs and profits. Revised estimates are recognized in the period in
            which the changes are determined.

      (C)   INVENTORIES

            Inventories are stated at the lower of cost or market. Cost is
            determined using the first-in, first-out (FIFO) method.

      (D)   PROPERTY AND EQUIPMENT

            Property and equipment are recorded at cost. Depreciation is
            provided for using the straight-line method over the estimated
            useful lives of the assets.

      (E)   INCOME TAXES

            Income taxes have been provided using the asset and liability method
            in accordance with Statement of Financial Accounting Standards No.
            109, "Accounting for Income Taxes" (FASB 109).

                                      F-9

<PAGE>


                         ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

      (F)   GOODWILL

            Goodwill represents the amount by which the purchase price of
            businesses acquired exceeds the fair market value of the net assets
            acquired under the purchase method of accounting. Goodwill is being
            amortized on a straight-line basis over 10 - 20 years.

            The Company, at each balance sheet date, evaluates the
            recoverability of the carrying amount of goodwill if circumstances
            suggest it has been impaired. If this review indicates that goodwill
            is not recoverable, as principally determined based on the estimated
            undiscounted cash flows of the entity which gave rise to the
            goodwill, over the remaining amortization period, then the Company's
            carrying value of the goodwill is reduced by the estimated shortfall
            in cash flows.

            The recoverability of goodwill associated with long lived assets
            acquired in a purchase business combination is evaluated together
            with the related assets if circumstances indicate the carrying
            amount of the asset may not be recoverable. As required under
            Statement of Financial Accounting Standards No. 121, "Accounting for
            the Impairment of Long-Lived Assets and for Long-Lived Assets to be
            Disposed Of" (FASB No. 121), if the assets and goodwill are not
            recoverable their carrying value is reduced to estimated fair value
            based, generally, on a discounted cash flow analysis. The initial
            adoption of FASB No. 121 in 1996 did not have a material impact on
            the Company's consolidated financial condition or results of
            operations.

            See Note 15 regarding certain impairment write-downs that were
            recorded during 1996.

            Goodwill is net of accumulated amortization of $1,200,046 and
            $791,329 at October 31, 1997 and 1996, respectively. Amortization
            expense for the years ended October 31, 1997, 1996 and 1995 was
            $408,717, $338,859 and $468,684, respectively.

       (G)  CASH AND CASH EQUIVALENTS

            The Company considers all unrestricted highly liquid securities
            (consisting principally of short-term money market investments and
            treasury notes) with a maturity or redemption option of three months
            or less at the date of purchase to be cash equivalents.

      (H)   FOREIGN CURRENCY TRANSLATION

            In accordance with FASB No. 52, "Foreign Currency Translation", the
            financial statements of the Company's Latin American subsidiaries
            are remeasured using the U.S. dollar as the functional currency.
            Monetary assets and liabilities denominated in a foreign currency
            are remeasured into U.S. dollars at the year end exchange rate.
            Non-monetary assets and liabilities, and related income statement
            amounts are remeasured at historical exchange rates.

      (I)   INVESTMENTS

            The Company adopted FASB No. 115, "Accounting for Certain
            Investments in Debt and Equity Securities", effective November 1,
            1994. Under this statement, the Company's investments are classified
            as "available for sale" and, accordingly, are recorded at the quoted
            market value as of the fiscal year end with an offsetting adjustment
            to shareholders' equity, net of tax.

                                      F-10

<PAGE>


                         ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

      (J)   STOCK COMPENSATION

            In October 1995, the FASB issued SFAS NO. 123 "Accounting for Stock
            Based Compensation", which was effective for the Company beginning
            November 1, 1996. SFAS No. 123 requires expanded disclosures of
            stock based compensation arrangements with employees and encourages
            compensation cost to be measured based on the fair value of the
            equity instrument. Under SFAS No. 123, companies are permitted to
            continue to apply Accounting Principal Board ("APB") Opinion No. 25,
            which recognizes compensation cost based on the intrinsic value of
            the equity instrument awarded. The Company will continue to apply
            APB Opinion No. 25 to its stock based compensation awards to
            employees. See note 9 for the required pro forma effect on net
            income and earnings per share as if the Company had adopted the
            expense recognition requirement of SFAS No. 123.

      (K)   FAIR VALUE OF FINANCIAL INSTRUMENTS

            The carrying amounts of cash and cash equivalents, accounts
            receivable (generally unsecured), accounts payable and notes payable
            approximate fair value due to the short maturity of the instruments
            and the provision for what management believes to be adequate
            reserves for potential losses. The fair value of lines-of-credit and
            long-term debt approximate their carrying amount since the currently
            effective rates reflect market rates.

       (L)  RECLASSIFICATION

            Certain items in the1996 and 1995 consolidated financial statements
            have been reclassified to conform to the 1997 presentation.

      (M)   USE OF ESTIMATES

            The preparation of financial statements in conformity with generally
            accepted accounting principles require management to make certain
            estimates and assumptions that affect the reported amounts of assets
            and liabilities, revenues and costs. Actual results could differ
            from those estimates.

       (N)  PER SHARE DATA

            Primary earnings per common share are computed by dividing net
            income (less preferred dividends) by the weighted average number of
            common shares and common shares equivalents outstanding during the
            period. On a fully diluted basis, both net earnings and shares
            outstanding are adjusted to assume the conversion of the convertible
            preferred stock, if dilutive.

                                      F-11

<PAGE>


                         ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

       (O)  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS-

            " In February 1997 the Financial Accounting Standards Board issued
            Statement of Financial Accounting Standards (SFAS) No. 128 "Earnings
            Per Share," which will require companies to present basic earnings
            per share, instead of the primary and fully diluted EPS that is
            currently required. The New Standard requires additional information
            disclosure, and also makes certain modifications to the currently
            applicable EPS calculations defined in Accounting Principles Board
            No. 15. The New Standard is required to be adopted by all public
            companies for reporting periods ending after December 15, 1997 (The
            Company's first quarter of fiscal 1998), and will require
            restatement of EPS for all periods reported.

            In June 1997, the FASB issued SFAS No. 130 "Reporting Comprehensive
            Income" was issued which establishes standards for reporting and
            display of comprehensive income and its components (revenue,
            expenses, gains, and losses) in a full set of general-purpose
            financial statements. This statement requires that an enterprise
            classify items other comprehensive income by their nature in a
            financial statement and display the accumulated balance of other
            comprehensive income separately from retained earnings and
            additional paid-in capital in the equity section of a statement of
            financial position. This statement is effective for The Company's
            fiscal year 1998.

            In June 1997, the FASB issued SFAS No. 131 "Disclosure about
            Segments of an Enterprise and related Information" was issued which
            establishes standards for public business enterprises to report
            information about operating segments in annual financial statements
            and requires those enterprises to report information about operating
            segments in interim financial reports issued to shareholders. It
            also establishes the standard for related disclosures about products
            and services, geographic areas, and major customer. This statement
            requires that a public business enterprise report financial and
            descriptive information about its reportable operating segments. The
            financial information is required to be reported on the basis that
            it is used internally for evaluating segment performance and
            deciding how to allocate resources to segments. Operating segments
            are components of an enterprise about which separate financial
            information is available that is evaluated regularly by the chief
            operating decision maker in deciding how to allocate resources and
            in assessing performance. This statement is effective for the
            Company's fiscal year 1998.

             Management is currently evaluating the requirements of  SFAS No.
            130 and No. 131, respectively.

(3)   ACQUISITIONS

      On December 2, 1996, Able acquired all the outstanding common stock of
      Dial Communications, Inc. (Dial). As consideration, The Company paid
      $3,000,000 in cash issued 108,489 shares of common stock (fair value of
      $620,421) and issued an $892,000 promissory note with a three year term
      bearing interest at Prime plus 1/2 %. The acquisition was accounted for
      using the purchase method of accounting. The results of operations are
      included in the consolidated statements of operations since the date of
      acquisition. Goodwill of $1,500,000 was recorded in this transaction which
      is being amortized over 20 years using the straight line method.

                                      F-12

<PAGE>


                         ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

The following summarizes the fair value of the assets of Dial acquired and the
liabilities of Dial assumed:

Cash and cash equivalents         $   403,617
Accounts receivable                   783,790
Notes receivable                       63,973
Receivable from shareholders          231,609
Property and equipment              3,005,941
Deposits                                7,269
Accounts payable                     (299,761)
Income tax payable                   (129,294)
Accrued expenses                     (383,721)
Notes payable                        (671,002)
                                  -----------
Net assets                        $ 3,012,421
                                  ===========

On October 12, 1996, the Company, through a wholly owned subsidiary, acquired
all of the outstanding common stock of Georgia Electric Company (GEC). As
initial consideration, the Company paid $3,000,000 in cash. Under the terms of
the earn out provisions of the acquisition agreement, the Company will issue
shares of common stock over a five year period beginning in fiscal 1997,
contingent upon the operating performance of GEC and the market value of the
Company's stock. Such amounts will be accounted for as purchase price
adjustments. The acquisition was accounted for using the purchase method of
accounting. The results of operations are included in the consolidated
statements of operations since the date of acquisition.

The following summarizes the fair values of the assets of GEC acquired and the
liabilities of GEC assumed:

Cash and cash equivalents                               $ 1,366,619
Accounts receivable                                       4,422,983
Costs and profits in excess of billings on
 uncompleted contracts                                       27,645
Prepaid expenses                                            221,105
Property and equipment                                    2,258,672
Other assets                                                 44,258
Accounts payable and accrued liabilities                 (2,095,942)
Billings in excess of costs and profits on
 uncompleted contract                                      (529,445)
Undistributed S Corp earnings due to former owners       (2,715,895)
                                                        -----------
Net assets                                              $ 3,000,000
                                                        ===========

                                      F-13

<PAGE>


                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

      The Company recorded goodwill of $1,277,866 at October 31, 1997 as a
      result of additional purchase price due to the former owner of GEC under
      the terms of the earn out provisions of the acquisition agreement. The
      goodwill will be amortized over 20 years using the straight line method. A
      corresponding amount was recorded as Other liabilities in the consolidated
      balance sheets for the earn out contingency.

      On December 8, 1995, the Company, through a wholly owned subsidiary,
      acquired all of the outstanding common stock of H.C. Connell, Inc.
      ("Connell"). As consideration, the Company paid $500,000 in cash and
      issued a $1,869,049 promissory note. The acquisition was accounted for
      using the purchase method of accounting. The results of operations of
      Connell are included in the consolidated statements of operations since
      the date of the acquisition.

      The following summarized the fair values of the assets of Connell acquired
      and the liabilities of Connell assumed:

      Cash and cash equivalents                           $  394,351
      Accounts receivable                                  1,614,923
      Costs and profits in excess of billings on
         uncompleted contracts                                98,071
      Prepaid expenses                                       109,661
      Property and equipment                               1,957,195
      Other assets                                            27,226
      Accounts payable and accrued liabilities              (847,928)
      Billings in excess of costs and profits on
         uncompleted contracts                                (7,833)
      Borrowings                                            (663,017)
      Other liabilities                                     (313,600)
                                                          ----------
      Net assets                                          $2,369,049
                                                          ==========

      On June 22, 1994, the Company acquired all of the outstanding common stock
      of Transportation Safety Contractors, Inc. and its affiliates ("TSCI"). As
      consideration, the Company paid $6,000,000 in cash, Issued $3,000,000 in
      promissory notes and issued 272,300 shares of restricted common stock of
      the Company. In November 1994, the $3,000,000 in promissory notes were
      renegotiated resulting in $1,500,000 of the promissory notes being
      converted to 259,434 shares of restricted common stock of the Company with
      no gain or loss recognized on the conversion. The acquisition was
      accounted for using the purchase method of accounting and $6,777,017 in
      goodwill was recorded which is being amortized over 20 years under the
      straight-line method. Amortization expense amounted to approximately
      $339,000 in 1996 and 1995 and $102,408 in 1994. The results of operations
      are included in the consolidated statements of operations since the date
      of the acquisition.

      In June 1994, the Company acquired a 75% interest in a Brazilian
      telecommunications company for $144,000 plus $356,000 in working capital
      contributions. The acquisition was accounted for using the purchase method
      of accounting. Approximately $497,000 in goodwill was recorded and was
      being amortized over 10 years using the straight-line method. The results
      of operations are included in the consolidated statements of operations
      since the date of acquisition.

                                      F-14

<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

      During the second quarter of fiscal 1996, the Company identified
      circumstances which suggested the carrying value of goodwill related to
      its Brazilian telecommunications company had been impaired. These included
      continuing losses from operations, consistent failure to meet budgeted
      operating results despite the Company's attempts to improve performance
      and the Company's resulting decision during the second quarter of 1996 to
      substantially curtail its telecommunications maintenance and construction
      operations. As a result, the Company estimated the expected income to be
      derived in future periods and the expected undiscounted future cash flows
      of the Brazilian telecommunications company. The results indicated that
      goodwill would not be recovered. Accordingly, during the second quarter,
      the carrying value of goodwill related to this acquisition was reduced
      from $447,010 to zero. This charge is included in "Charges and
      transaction/translation losses related to Latin American operations" in
      the Consolidated Statements of Operations for fiscal year 1996.

      Unaudited pro forma financial information for the Company is presented as
      if the Company's acquisitions of Dial, GEC, and Connell had taken place as
      of November 1, for each of the respective years.

                                             YEARS ENDED OCTOBER 31,
                                   ----------------------------------------
                                       1997          1996           1995
                                   -----------   -----------    -----------
              Revenues             $86,334,449   $85,095,239    $78,293,663
              Net income (loss)      1,369,142    (1,345,659)     2,363,064
              Net income (loss)
                 per share                 .16          (.17)           .28

      This unaudited pro forma information does not purport to be indicative of
      the results of operations which would have resulted had the acquisitions
      been consummated at the dates assumed.

(4)   INVESTMENTS

      At October 31, 1996, investments consisted of preferred stock. These
      securities are classified as available-for-sale and have a cost basis of
      $625,000. The fair market value as determined by the quoted market prices,
      at October 31, 1996 was $571,010. The unrealized losses on these
      investments of $53,990 net of tax, is included as a separate component of
      shareholders' equity. There were no investments at October 31, 1997.

      Investment income consisted of dividends and interest income which
      amounted to $449,479, $180,015 and $263,502 for the years ended October
      31, 1997, 1996 and 1995, respectively. During the year ended October 31,
      1997 and 1995, the Company sold investment securities; the proceeds on the
      sale totaled 620,904 and $4,418,233 and the realized loss totaled $4,096
      and $100,379 in 1997 and 1995, respectively.

(5)   ACCOUNTS RECEIVABLE

      Accounts receivable are recorded net of an allowance for doubtful accounts
      of $686,602 and $828,186 at October 31, 1997 and 1996, respectively.
      Accounts receivable includes retainage which has been billed but is not
      due until approximately 90 days after the services are rendered and
      accepted by the customer. Retainage totaled $935,858 and $1,675,698 at
      October 31, 1997 and 1996, respectively. A significant portion of accounts
      receivable is derived from several major customers. (See note 11)

                                      F-15

<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

(6)   UNCOMPLETED CONTRACTS

      Uncompleted contracts consist of the following at October 31, 1997 and
      1996:

                                                           1997         1996
                                                       -----------  -----------
              Costs incurred on uncompleted contracts  $43,237,315  $15,989,067
              Earnings recognized on uncompleted
                 contracts                               7,360,962    2,706,996
                                                       -----------  -----------
                    Total                               50,598,277   18,696,063
              Billings to date                          45,274,629   18,960,518
                                                       -----------  -----------
                 Net                                   $ 5,323,648  $  (264,455)
                                                       ===========  ===========

      Included in the accompanying balance sheets under the following headings:

                                                          1997          1996
                                                       -----------  -----------
              Costs and profits in excess of billings
                 on uncompleted contracts              $ 5,614,813  $   954,269
              Billings in excess of costs and profits
                 on uncompleted contracts                  291,165    1,218,724
                                                       -----------  -----------
                 Net                                   $ 5,323,648  $  (264,455)
                                                       ===========  ===========

(7)   PROPERTY AND EQUIPMENT, NET

      Property and equipment, net, consists of the following at October 31,

                                                            1997        1996
                                                       -----------  -----------
             Land and buildings                        $ 1,414,725  $ 1,398,884
             Equipment, furniture and fixtures          19,235,073   13,493,828
             Equipment under capital lease                 747,025
                                                                        637,407
                                                       -----------  -----------
                                                        21,396,823   15,530,119
             Less accumulated depreciation and
                amortization                            (8,283,185)  (4,862,762)
                                                       -----------  -----------
             Property and equipment, net               $13,113,638  $10,667,357
                                                       ===========  ===========

      Depreciation and amortization expense relating to property and equipment
      amounted to $4,532,248, $2,410,945 and $1,445,380 in 1997, 1996 and 1995,
      respectively.

(8)   BORROWINGS

      The Company's borrowings consist of the following at October 31, 1997 and
      1996:

                                                           1997        1996
                                                       -----------  -----------
             LINES OF CREDIT-SHORT TERM :

             Bank lines of credit ($6,000,000 aggregate
             maximum limit at October 31, 1997)
             $6,000,000 maturing on March 1, 1998
             interest payable monthly at prime (8.75%
             at October 31, 1997) secured by
             substantially all the assets of
             the Company                               $ 6,000,000  $ 6,126,178

             Less effect of refinancing transaction     (6,000,000)  (1,500,000)

                                      F-16

<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

             LINES OF CREDIT-SHORT TERM :                  1997        1996
                                                       -----------  -----------
                                                            ---     $ 4,626,178
                                                       ===========  ===========

             NOTES PAYABLE TO SHAREHOLDERS/DIRECTORS
             SHORT-TERM:
             Notes payable to shareholders, principal
             and interest due on demand at 18%,
             unsecured, personally guaranteed by a
             shareholder/director of the Company       $   875,000  $ 1,307,976

             Note payable to a director, principal due
             on demand, interest due quarterly at prime
             (8.75% at October 31, 1996), unsecured         ---     $   250,000
                                                       -----------  -----------
                                                           875,000    1,557,976

             Less effect of refinancing transactions        ---        (250,000)
                                                       -----------  -----------
                                                       $   875,000  $ 1,307,976

             LONG-TERM DEBT:

             Notes payable to a bank, payable in
             monthly installments aggregating
             approximately $158,000, interest
             payable monthly Ranging from prime
             (8.75% at October 31, 1997) to prime
             plus 1/2%, secured by substantially
             all the assets of the Company.            $ 3,560,157  $ 4,061,987

             Note payable to a bank, principal and
             interest due December 2, 1996 at prime
             (8.75% at October 31, 1997), secured
             by substantially all the assets of
             the Company                                    ---       1,500,000

             Note payable to the sellers of Connell,
             principle and accrued interest due
             January 2, 1997, interest at 9%,
             secured by certain accounts receivable
             and all property and equipment
             of Connell not otherwise pledged
             to a bank                                      ---       1,869,049

             Mortgage note payable to a bank,
             payable in monthly installments of
             $1,604 plus interest at prime (8.75%
             at October 31, 1996) plus 1/2%secured
             by land and building with a carrying
             value of approximately $425,000 as of
             October 31, 1997                              269,430      288,750

             Notes payable to banks, payable in
             monthly installments of principal and
             interest ranging from 8.75% to 14.9%
             at October 31, 1997, secured by
             related equipment                              ---          91,477

             Notes payable to banks, payable in
             monthly installments of principal
             and interest of 8.50 at October 31,
             1997, secured by real and personal
             property of GEC                             2,500,000

             Notes payable to former owner of Dial
             payable in monthly installments of
             principal and interest of 8.50% at
             October 31, 1997, secured by
             promissory note                               669,000

             Notes payable to bank, payable in
             monthly installments of principal
             and interest at prime (8.75% at
             October 31, 1997), secured by
             real and personal property of Dial          2,875,500

             Notes payable to banks, payable in
             monthly installments of principal and
             Interest at prime 8.75% at October 31,
             1997 secured by related equipment             385,122

             Notes payable to banks, payable in
             monthly installments of principal
             and interest at prime (8.75% at
             October 31, 1997), secured by
             related equipment                             510,530
                                                       -----------  -----------
                                                        10,769,739    7,811,263
             Plus effect of refinancing transaction      6,000,000    1,750,000

             Capital leases (see note 14)                  524,256      554,155
                                                       -----------  -----------

                                      F-17

<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

             Total long-term debt                       17,293,995  $10,115,418
             Less current portion, giving effect to
             the refinancing transaction                (3,154,428)  (1,965,611)
                                                       -----------  -----------
             Long-term debt, excluding current
             portion                                   $14,139,567  $ 8,149,807
                                                       ===========  ===========

      (8)    BORROWINGS (CONT.)

      Subsequent to the fiscal year end October 31, 1997, the Company completed
      an issuance of unsecured subordinated debt totaling $10,000,000 with
      detachable warrants to purchase 409,505 shares of common stock at a price
      of $8.25. The subordinated debt accrues interest at 12% payable
      semi-annually in arrears. Principal payments are due in January 2004 and
      2005 giving the notes an average life of 6.5 years. The Subordinated Debt
      agreement contains covenants which require among other conditions, that
      the Company maintain certain tangible net worth, minimum fixed coverage
      charges and limitations on total debt. The proceeds were used for current
      working capital needs and to pay off existing debt and to provide
      liquidity to finance growth and certain expenditures, including
      acquisitions, associated with the Company's overall strategic plan.

      In conjunction with The subordinated debt issue, Able Telcom has also
      obtained a signed a commitment letter with a financial institution for a
      $30,000,000 three year senior secured revolving credit facility (the
      "Credit Facility") with a $2,000,000 sub-limit for the issuance of standby
      letter(s) of credit. The Credit Facility allows the Company to select
      between the following interest rate options: (I) a Base Rate plus an
      Applicable Margin or (ii) LIBOR (1, 2, 3, or 6 months) plus an Applicable
      Margin. The Applicable Margin ranges from 0.00% to 2.50 %. Interest is
      payable monthly in arrears on base rate advances and at the expiration of
      each interest period for LIBOR advances. The Credit Facility contains
      covenants which require among other things that the Company maintain
      certain tangible net worth, minimum fixed coverage charges, and
      limitations on total debt. The Credit Facility is secured by a perfected
      first priority security interest on all tangible assets of the Company.
      The proceeds of the Credit Facility will be used to finance working
      capital requirements as well as other general corporate purposes including
      acquisitions and equipment capital expenditures with the Company's overall
      strategic plan.

      Effective December 2, 1996 the Company entered into a $3,000,000 term loan
      credit facility (the Term Loan) with a bank. The Term Loan is payable in
      sixty monthly installments of $50,000 plus interest at prime.
      Additionally, excess cash flow of GEC, as defined, is to be paid to the
      bank. The Term Loan contains covenants, which require among other
      conditions, that the Company maintain certain tangible net worth, working
      capital and debt service amounts. The Term Loan is collateralized by all
      real and personal property of GEC which was acquired on October 12, 1996.
      Proceeds from the term loan were used to repay $1,500,000 of a bank line
      of credit outstanding at October 31, 1996 and to repay the $1,500,000 note
      payable to a bank due on December 2, 1996.

      Effective December 20, 1996 the Company completed a private placement
      transaction of 1,000 shares of $.10 par value, Series A Convertible
      Preferred Stock (the Preferred Stock) and warrants to purchase 200,000
      shares of the Company's common stock at $9.82 per share. Proceeds from the
      offering totaled $6,000,000. Each share of Preferred Stock is convertible
      to shares of the Company's common stock after April 30, 1997 at the lesser
      of $9.82 per share or at a discount (ranging from 10% to 20% depending
      upon the date of conversion) of the average closing bid price of a share
      of common stock for three days proceeding the date of conversion. The
      Company recognized the discount attributable to the beneficial conversion
      privilege of approximately $1,300,000 by accreting the amount from the
      date of issuance, December 20, 1996, through the last date the discount
      rate increase can occur, December 20, 1997, as an adjustment of net income
      attributable to common shareholders. This accretion adjustment, which also
      represents the adjustment needed to accrete to the redemption value of the
      Preferred Stock, resulted in a charge to retained earnings and
      accompanying credit to the Preferred Stock.

                                      F-18

<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

      (8)    BORROWING (CONT.)

      The Preferred Stock accrues dividends at an annual rate of 5% and is
      payable quarterly in arrears in cash or through a dividend of additional
      shares of Preferred Stock. Upon the occurrence of certain events,
      including failure to effect a timely registration statement related to the
      conversion features and warrants associated with the preferred stock, the
      Company may be required to redeem the Preferred Stock at a price equal to
      the liquidation preference, plus any accrued and unpaid dividends plus an
      amount determined by formula. Proceeds from the private placement were
      used to repay a $1,869,050 note payable to the sellers of Connell, a
      $250,000 note payable to a director, and $2,015,895 due the former
      principals of GEC. The amount due to the former principals of GEC
      represented undistributed S corporation profits existing at the date of
      acquisition, and is presented as "Other liabilities" in the accompanying
      Consolidated Balance Sheet at October 31, 1996.

      The classification of debt in the consolidated balance sheets reflects the
      effects of the above mentioned financing transactions.

      During the fiscal year ended October 31, 1997 five shares of the
      convertible preferred were converted into 4481 shares of the Company's
      common stock and 1,000 warrants were forfeited.

      The aggregate maturates of long-term debt and capital leases for years
      subsequent to October 31, 1997, giving effect to the December 1997
      refinancing and private placement, are as follows:

                  1998                              $  3,154,428
                  1999                                 2,776,343
                  2000                                 2,387,657
                  2001                                 1,408,039
                  2002                                   656,850
                  Thereafter                           6,910,678
                                                     -----------

                                                     $17,293,995
                                                     ===========

 (9)  STOCK OPTIONS

      During 1996, the Company's shareholders adopted a stock option plan
      comprised of incentive stock options for employees and non-qualified stock
      options for non-affiliated directors (the "Plan"). The Plan provides for
      the issuance of up to 550,000 options to employees and non-affiliated
      directors. The exercise price for incentive options under the Plan will
      approximate the fair value of the Company's common stock on the date of
      the grant. The purchase price for grants of non-qualified stock options
      will be determined by the Company's Board of Directors. At October 31,
      1997, a total of 250,180 options, net of canceled shares, have been
      granted under the Plan. Incentive options granted to employees generally
      become exercisable over a three year period in equal installments
      beginning the year after the date of the grant. Non-qualified options
      granted to non-affiliated directors become exercisable one year after the
      date of the grant.

                                      F-19

<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

      (9)   STOCK OPTIONS (CONT.)

      In addition, specific stock options have been granted to certain officers
      prior to or outside the Plan, a portion of which remain unexercised at
      October 31, 1997. During the fiscal year ended October 31, 1992, an option
      to purchase 260,000 shares of Common Stock at $.05 per share was granted
      to a director of the Company. In addition, in fiscal 1993 an officer was
      granted an option to purchase 100,000 shares of common stock at $.50 per
      share. For the years ended October 31, 1996 and 1995 160,500 of these
      options remained outstanding and available for exercise. On October 31,
      1997 25,000 shares remained outstanding and available for exercise of
      these options.

      During 1995, options to purchase 100,000 shares at $4.83 per share were
      granted to an officer, pursuant to employment agreement. All such options
      were granted at the fair market value on the date of grant and were
      outstanding as of October 31, 1996.

      During fiscal year 1997 additional options were granted to officers and
      non affiliated directors. These included 120,000 at $6.00 granted to
      former officers and directors and 75,000, ranging from $6.00 to $7.00,
      granted to current officers and directors. Certain of these options were
      granted at below market price which resulted in the recognition of
      compensation expense of approximately $337,500 in fiscal 1997.

      The Company's 1996 Incentive Stock Option Plan has authorized the grant of
      options to employees and non-affiliated directors for up to 550,000 shares
      of the companies common stock.

      Pro forma information regarding net income and earnings per share is
      required by FASB 123 and has been determined as if the Company had
      accounted for its employee stock options under the fair value method of
      that statement. The fair value for these options was estimated at the date
      of grant using a Black-Scholes option pricing model with the following
      weighted average assumptions for 1997 and 1996 respectively: risk-free
      interest rate of 5.65% and ; dividend yields of 0 and volatility factors
      of the expected market price of the Company's common stock of .463 and
      .463; and a weighted-average expected life of the option of 2 years.

      The Black-Scholes option valuation model was developed for use in
      estimating the fair value of traded options which have no vesting
      restrictions and are fully transferable. In addition, option valuation
      models require the input of highly subjective assumptions including the
      expected stock price volatility. Because the company's employee stock
      options have characteristics significantly different from those of traded
      options, and because changes in the subjective input assumptions can
      materially affect the fair value estimate, in management's opinion, the
      existing models do not necessarily provide a reliable single measure of
      the fair value of its employee stock options.

      For purposes of pro forma disclosing the estimated fair value of the
      options is amortized over the options vesting period. The Company's pro
      forma information follows (in thousands except for earnings per share
      information):

                                          1997                   1996
                                      -----------            ------------
          Proforma net income
          (loss)                      $ 2,647,457            $(5,760,098)

          Proforma earnings
          (loss)
               Per share
               Primary                       .313                  (.689)
               Fully diluted                 .313                  (.689)

                                      F-20
<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

      (9)   STOCK OPTIONS (CONT.)

      The Company has elected to follow Accounting Principles Board Opinion No.
      25, "Accounting for Stock Issued to Employees" (ABP 25) and related
      Interpretations in Accounting for its employee stock Options because, as
      discussed below, the alternative fair value accounting provided for under
      FASB Statement No. 123 "Accounting for Stock-Based Compensation," requires
      use of option valuation Models that were not developed for use in valuing
      employee stock options. Under APB 25, because the exercise price of the
      Company's employee stock options equals the market price of the underlying
      stock on the date of grant, no compensation expense is recognized.

      A summary of the Company's stock activity, and related information for the
      years ended October 31 follows:

                             NUMBER OF SHARES     OPTION PRICE PER      TOTAL
                                                   SHARE AVERAGE        PRICE
                             --------------------------------------------------
      Shares under option
      at October 31, 1995          444,500              $1.67          $742,315
      Granted                      248,500               6.66         1,655,010
      Forfeited                    (44,520)              6.55          (291,606)
                             --------------------------------------------------

      Shares under option
      at October 31, 1996          648,480               3.25         2,105,719
      Granted                      292,000               6.50         1,898,000
      Exercised                   (412,240)              1.80          (742,032)
      Forfeited                    (44,800)              6.28          (281,344)
                             ---------------------------------------------------

      Shares under option
      at October 31, 1997          483,440              $6.16        $2,980,343
                             ===================================================

      Shares under option
      at October 31, 1996          561,166              $6.55        $3,675,637
                             ===================================================

      Shares under option
      at October 31, 1997          272,400              $6.66        $1,814,184
                             ===================================================

      Exercise prices for options outstanding as of October 31, 1997 ranged from
      $.50 to $7.813. The weighted-average remaining contractual life of those
      options is 6 years.

                                      F-21

<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

(10)  INCOME TAXES

      An analysis of the components of (loss) income before income taxes and
      minority interest and the related income tax (benefit) expense is
      presented below:

                                          1997         1996         1995
                                      ----------   -----------   ---------
                Domestic              $3,304,300   $(3,770,323)  $(817,790)
                Foreign                  572,988    (3,628,503)    485,708
                                      ----------   -----------   ---------
                                      $3,877,288   $(7,398,826)  $ (332,08)
                                      ==========   ===========   =========

                Provision for income
                taxes:

                  Federal
                    Current           $   ---      $             $
                    Deferred             657,071      (969,353)    (202,07)
                  State
                    Current               ---           ---         ---
                    Deferred              70,152      (165,934)     ---
                  Foreign                                ---        ---
                   Current                               ---        71,236
                   Deferred                            244,592    (237,267)
                                      ----------   -----------   ---------
                Provision for income
                   tax (benefit)
                   expense            $  727,223   $  (890,695)  $(368,105)
                                      ==========   ===========   =========

      Reconciliation of the federal statutory income tax rate to the Company's
      effective income tax rate is as follows:

                                          1997         1996         1995
                                      ----------   -----------   ---------
                (Benefit) tax at
                   federal
                   statutory rate          34%         (34)%        (34)%

                State income tax,
                   net                     .2            4          ---
                Non-deductible
                   goodwill                 4            2           35
                Reduction in
                   valuation
                   Allowance              ---           (1)          (7)

                Reduction in
                  (benefit) tax
                  Provided on foreign
                  Operations              (20)          22          (92)
                Other                     3.8            3          (13)
                                          ---          ---         ----
                Effective income
                  tax rate                 22%         (12)%       (111)%
                                          ===          ===         ====

                                      F-22

<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

      (10)  INCOME TAXES (CONT.)

      The tax effects of temporary differences that give rise to significant
      portions of the deferred tax assets and deferred tax liabilities are
      presented below:

                                                  1997            1996
                                               ----------      ----------
                Deferred tax assets:
                  Unrealized loss on           $      ---      $   18,388
                    investments
                  Reserve for bad debts           135,108         295,804
                  Net operating loss carry
                    forward                     1,142,847       1,452,313
                  Foreign tax credit carry
                    forwards                      423,914             ---
                  Other                            69,554          55,281
                                               ----------      ----------
                                                1,771,423       1,821,786

                Deferred tax liabilities:
                  Plant, property and equipment  (659,866)        (645,94)
                  Investment in foreign 
                    subsidiaries                 (129,581)            ---
                  Other                               ---             ---
                                               ----------      ----------
                                                 (789,447)       (645,946)
                                               ----------      ----------

                      Net deferred tax asset   $  981,976      $1,175,840
                                               ==========      ==========

      At October 31, 1997, the Company has Federal net operating loss carry
      forwards of approximately $3,307,064. These net operating loss carry
      forwards begin to expire at the end of the fiscal year ending October 31,
      2009.

(11)  MAJOR CUSTOMERS/CONCENTRATION OF CREDIT RISK

      A significant portion of the Company's business is derived from four major
      customers including a governmental agency, two telephone companies and an
      industrial manufacturer. At October 31, 1997 and 1996, the Company had
      accounts receivable from these customers of $3,109,025 and $5,453,885 or
      48% and 42% of total accounts receivable, respectively. Revenues from
      these customers totaled approximately $30,880,000, $22,786,000 and
      $9,498,000 or 36%, 50% and 27% of consolidated revenues in fiscal years
      1997, 1996 and 1995, respectively.

      Approximately 50% of the Company's Latin American revenues are derived
      from one customer in Venezuela. Revenues from this customer were
      approximately 2 % of consolidated revenues in 1997 (4% in 1996; and 6% in
      1995). Accounts receivable outstanding for this customer were $776,000 and
      $257,994 at October 31, 1997 and 1996, respectively.

                                      F-23

<PAGE>
                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

(12)  INDUSTRY AND GEOGRAPHIC AREA SEGMENT INFORMATION

      The Company currently operates primarily in two industry segments:
      telecommunication network services and traffic management systems and
      devices. Traffic management operations are conducted in the United States
      while telecommunication network services are conducted both in the United
      States and Latin America (mainly in Venezuela and Brazil). Revenues,
      (loss) income from operations, identifiable assets, capital expenditures
      and depreciation and amortization pertaining to the industries and
      geographic areas in which the Company operates are presented below.

          INDUSTRY SEGMENTS                   1997         1996         1995
                                          -----------  -----------  -----------
          Revenues:
            Traffic management
             operations                   $46,795,604  $22,661,644  $22,872,331
            Telecommunication network
             services                      39,538,845   26,244,526   12,535,250
                                          -----------  -----------  -----------
               Total                      $86,334,449  $48,906,170  $35,407,581
                                          ===========  ===========  ===========

          Income (loss) from operations:
            Traffic management
             operations                   $ 3,771,385  $(3,454,076) $   286,149
            Telecommunication network
             services                       1,068,995   (2,832,440)     (72,518)
                                          -----------  -----------  -----------
               Total                      $ 4,840,380  $(6,286,516) $   213,631
                                          ===========  ===========  ===========

          Identifiable Assets:
            Traffic management
             operations                   $28,884,967  $25,099,066  $21,701,922
            Telecommunication network
             services                      21,461,027   13,819,765   10,780,294
                                          -----------  -----------  -----------
               Total                      $50,345,994  $38,918,831  $32,482,216
                                          ===========  ===========  ===========

          Capital Expenditures:
            Traffic management
             operations                   $ 1,635,970  $ 1,275,451  $   353,148
            Telecommunication network
             services                       2,851,447    2,216,097    1,897,756
                                          -----------  -----------  -----------
               Total                      $ 4,487,417  $ 3,491,548  $ 2,250,904
                                          ===========  ===========  ===========

          Depreciation and amortization:
            Traffic management
             operations                   $ 1,710,831  $ 1,228,647  $   996,249
            Telecommunication network
             services                       2,821,417    1,521,157      917,815
                                          -----------  -----------  -----------
               Total                      $ 4,532,248  $ 2,749,804  $ 1,914,064
                                          ===========  ===========  ===========

          GEOGRAPHIC AREAS
          Revenues:
             United States                $82,171,132  $45,160,312  $ 32,179,81
             Latin America                  4,163,317    3,745,858    3,227,750
                                          -----------  -----------  -----------
              Total                       $86,334,449  $48,906,170  $ 35,407,51
                                          ===========  ===========  ===========

          Income (loss) from
           operations:
             United States                $ 4,823,824  $(2,072,678) $   364,264
             Latin America                     16,556   (4,213,838)    (150,633)
                                          -----------  -----------  -----------
              Total                       $ 4,840,380  $(6,286,516) $   213,631
                                          ===========  ===========  ===========

          Identifiable Assets:
             United States                $47,781,370  $36,409,993  $26,955,667
             Latin America                  2,564,623    2,508,838    5,526,549
                                          -----------  -----------  -----------
              Total                       $50,345,993  $38,918,831  $32,482,216
                                          ===========  ===========  ===========
                                      F-24
<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

(13)  QUARTERLY FINANCIAL DATA (UNAUDITED)

      (Dollars in thousands, except per share amounts)

                                   FIRST      SECOND       THIRD     FOURTH
                                  QUARTER     QUARTER     QUARTER    QUARTER
                                -----------  ---------  ----------  ---------
           1997
           Revenues             $    18,326  $  20,871  $   21,984  $  25,153
           Operating Income           1,142      1,785       1,024        888
           Net Income                   505        851         932        567
           Income per share             .04        .04         .06        .02

           1996
           Revenues             $    11,578  $  12,592  $   11,860  $  12,876
           Operating Income
             (Loss)                  (1,036)    (2,095)        199     (3,355)
           Net Income (Loss)           (533)    (2,562)        137     (2,952)
           Income (Loss)
             per share                 (.06)      (.31)        .02       (.35)

Certain adjustments were made in the fourth quarter of 1997 which included a
reduction in reserves associated with litigation between the Company and former
owners of TSCI of $225,000. See note 14 (b).

Certain adjustments were recorded in the fourth quarter of 1996 which included
adjustments to provide allowances for uncollectible accounts receivable and
obsolete inventory. These adjustments resulted in charges against operations
aggregating approximately $1,351,000.

(14)  COMMITMENTS AND CONTINGENCIES

      (A)   LEASED PROPERTIES

            As of October 31, 1997, the Company leased office space and
            equipment under various non-cancelable long-term operating lease
            arrangements.

            During fiscal year 1997, the Company leased certain equipment under
            an agreements which are classified as capital leases. Cost and
            accumulated amortization of such assets as of October 31, 1997
            totaled $747,025 and $127,482.

                                      F-25

<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

            Future minimum lease payments required under operating and capital
            leases with initial terms in excess of one year are as follows:

                                                 CAPITAL        OPERATING
                                                  LEASES          LEASES
                                                 --------      -----------
                     YEARS ENDING OCTOBER 31,
                     ------------------------
                     1998                        $177,489      $   441,602
                     1999                         179,492          231,031
                     2000                         177,907          183,802
                     2001                          61,612           65,672
                     2002                             ---           67,692
                     Thereafter                       ---           94,140
                                                 --------      -----------
                     Total minimum lease
                       payments                   596,500      $ 1,083,939
                                                               ===========

                     Present value of net
                       minimum lease payments     524,256

                     Less current installments
                     of obligations under
                       capital leases             139,001
                                                 --------

                     Obligations under capital
                       leases excluding current
                       installments              $385,255
                                                 ========

            Rental expense for operating leases amounted to $833,710, $631,706
            and $323,180 for the years ended October 31, 1997, 1996 and 1995,
            respectively. The Company paid rent to former directors of the
            Company totaling $89,460 for fiscal years 1997, 1996 and 1995. In
            addition, the Company has entered into an agreement with the former
            principals of GEC to purchase, by June 1997, a facility for $350,000
            subject to the Company obtaining favorable financing and other
            terms. The Company has paid 60,000 in rent to these former
            principals of GEC on this facility in fiscal year 1997.

            (B)   LITIGATION

            In July 1997, the Company terminated the employment of William J.
            Mercurio, the company's former Chief Executive Officer and Chief
            Financial Officer. On July 31, 1997, Mr. Mercurio filed a lawsuit in
            the (15th Judicial Circuit Court in and for Palm Beach County,
            Florida) naming the Company as a defendant and alleging that the
            Company breached an employment agreement (and a stock option
            agreement) to which he and the Company were parties. As a result of
            the alleged breach, Mr. Mercurio seeks damages and specific
            performances under the employment agreement (and stock agreement).
            In the lawsuit, the Company intends vigorously to defend itself and
            prove that its action in terminating Mr. Mercurio's employment were
            proper and justified under the terms of his employment agreement.

            Additionally, the Company is party from time to time to various
            legal proceedings. In the opinion of management, none of these
            proceedings are expected to have a material impact on its financial
            position or results of operations.

                                      F-26

<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

(15)  LATIN AMERICAN OPERATIONS

      Revenues, costs and expenses and net (loss) income from Latin American
      operations for the years ended October 31, 1997, 1996 and 1995 are as
      follows:

                                            YEARS ENDED OCTOBER 31,
                                      ----------------------------------
                                         1997        1996        1995
                                      ----------  ----------  ----------
                  Revenues            $4,163,317  $3,745,858  $3,227,750
                  Costs and expenses   4,146,761   7,374,361   3,282,585
                  Net income (loss)       16,556  (3,628,503)    (54,835)

      The Company has continued to monitor closely its Latin American operations
      due to the poor operating results in fiscal year 1996 Able's International
      operations have shown improvement in fiscal 1997 as a result of the
      stabilization of the exchange rate and increase in revenue producing
      contracts. During the year ended October 31, 1997, the Company's Latin
      American operations incurred approximately $200,000 of marketing expense
      related to a proprietary product.

      The net loss for fiscal year 1996 includes charges relating to the
      write-off of certain goodwill related to Latin American operations,
      foreign currency losses as a result of the devaluation of the Venezuelan
      Bolivar and provisions for the write-down of certain investments, accounts
      receivable and deferred tax assets. Such amounts approximate $921,000,
      $1,180,000 and $353,000, respectively. Additionally, during the year ended
      October 31, 1996, the Company's Latin American operations incurred
      approximately $1.1million of marketing expenses related to a proprietary
      product.

      During the second quarter of fiscal 1996 the Company identified
      circumstances which suggested the carrying value of goodwill related to
      its Brazilian subsidiary and master contacts of its Venezuelan
      subsidiaries had been impaired. These included continuing losses from
      operations, consistent failure to meet budgeted operating results despite
      the Company's attempts to improve performance, the determination that
      certain revenue producing contracts would not be renewed in the forseeable
      future and the Company's resulting decision during the second quarter of
      1996 to substantially curtail its telecommunications maintenance and
      construction operations in Latin America. As a result, the Company
      estimated the expected income to be derived in future periods and the
      expected undiscounted future cash flows of its Latin American operations.
      The results indicated that the goodwill and master contracts would not be
      recovered. Accordingly, during the second quarter of 1996, the carrying
      value of these assets was reduced from approximately $921,000 to zero.
      This charge is included in "Charges and transaction/translation losses
      related to Latin American operations" in the Consolidated Statements of
      Operations for fiscal year 1996.

                                      F-27

<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                October 31, 1997

      (15)  LATIN AMERICA OPERATIONS CONT...

      Effective August 1, 1995, the Company reached an agreement with the
      minority shareholders of its Venezuelan subsidiaries to compensate them
      for assuming executive management and day-to-day responsibilities for the
      Company's Venezuelan operations by increasing their proportionate share of
      earnings and losses from 20% to 50%. The Company made this change as a
      result of a demand by the minority partners for such an agreement.
      Management believes such a change is necessary in that the minority
      partners are Venezuelan nationals who reside in Venezuela and maintain
      relationships with the customer and the workforce and are essential to the
      future viability of the Company's Venezuelan operations. The agreement did
      not change the Company's share of ownership and voting control in its
      Venezuelan subsidiaries which remains at 80%.

       During fiscal year ending 1995, the Company recovered approximately
       $350,000 in accounts receivable that were written off in 1994.

      The Company's investment in Latin American entities, whose primary assets
      consist of accounts receivable and property and equipment, totaled
      $2,588,623, and, $2,080,053 at October 31, 1997 and 1996, respectively.

(16)  OTHER SUBSEQUENT EVENTS

      In December 1997, the Company signed a definitive agreement with COMSAT
      RSI, JEFA's Wireless ("JEFA") to acquire (the "JEFA Acquisition") certain
      assets and assume certain liabilities of JEFA's intelligent traffic
      systems and wireless infrastructure and services business. Finalization of
      JEFA Acquisition is subject to a number of conditions, among them the
      approval of the Texas Department of Transportation. Accordingly, there can
      be no assurance that the JEFA Acquisition will ultimately be consummated.

                                      F-28

<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                                   SCHEDULE II

                        Valuation and Qualifying Accounts

                   Years ended October 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>
                           BALANCE AT                 CHARGED TO               BALANCE AT
                            BEGINNING                  COSTS AND                 END OF
                            OF PERIOD   ACQUISITIONS   EXPENSES    DEDUCTIONS    PERIOD
                           ----------   ------------  ----------   ----------  ----------
<S>                        <C>          <C>           <C>          <C>         <C>
Allowance for doubtful
  accounts:
October 31, 1997           $  828,186         ---     $ 160,189    $ 301,773   $ 686,602
October 31, 1996           $  535,914   $   2,882     $ 746,283    $ 456,893   $ 828,186
October 31, 1995           $1,278,933   $     ---     $  86,593    $ 829,612   $ 535,914
</TABLE>

                                      F-29

<PAGE>

                                 EXHIBIT INDEX

EXHIBIT
  NO.        DESCRIPTION
-------      -----------

3.1    Articles of Incorporation of the Registrant, as amended to date(1)
3.2    Amendment to Articles of Incorporation of the Registrant, as filed with
       the Secretary of the State of Florida on December 20, 1996(7)
3.3    Bylaws of the Registrant, as amended to date(1)
4.1    Articles of Incorporation (incorporated by reference to Exhibit 3.2)(7)
4.2    Specimen Common Stock Certificate(1)
4.3    Specimen Series A Preferred Stock Certificate(3)
4.4    Forms of Warrant issued to Credit Suisse First Boston Corporation and
       Silverton International Fund Limited(7)
4.5    Gaines Option(1)
4.6    Able Telcom Holding Corp. 1995 Stock Option Plan(8)
10.2   Stock Option Agreement with Frazier L. Gaines(1)
10.8   Employment Agreement with Gerry W. Hall(5)
10.9   Master Agreement with AT&T(1)
10.10  Master Agreement with GTE(1)
10.11  Note restructuring agreements with former principals of TSCI(2)
10.12  Stock Purchase Agreement between the Registrant and H.C. and Lois A.
       Connell, dated November 6, 1995(4)
10.13  Amendment to Stock Purchase Agreement between the Registrant and H.C. and
       Lois A. Connell, dated December 8, 1995(4)
10.14  Consulting Agreement between the Registrant and H.C. Connell, dated
       November 6, 1995(4)
10.15  Stock Purchase Agreement between the Registrant, Traffic Management
       Group, Inc., Georgia Electric Company, Gerry W. Hall and J. Barry Hall(5)
10.16  Stock Purchase Agreement between the Registrant, Telecommunications
       Services Group, Inc., Dial Communications, Inc., William E. Newton and
       Sybil C. Newton(6)
10.17  Promissory Note of the Registrant payable to William E. and Sybil C.
       Newton(6)
10.18  Term Loan and Revolving Line of Credit Facility between the Registrant
       and SunTrust Bank, South Florida N.A. effective as of November 29,
       1995(4)
10.19  First Modification to Term Loan and Revolving Line of Credit Facility
       between the 
       Registrant and SunTrust Bank, South Florida N.A. effective as of May 20,
       1996(3)
10.20  Second Modification to Term Loan and Revolving Line of Credit Facility
       between the Registrant and SunTrust, South Florida N.A. effective as of
       October 30, 1996(3)
10.21  Third Modification to Term Loan and Revolving Line of Credit Facility
       between the Registrant and SunTrust Bank, South Florida N.A. effective as
       of December 2, 1996(3)
10.22  Term Loan and Security Agreement between Able Telcom Holding Corp.,
       Georgia Electric Company, Inc., Traffic Management Group, Inc.,
       Transportation Safety Contractors, Inc., Transportation Safety
       Contractors of Virginia, Inc. and SunTrust Bank South Florida N.A.,
       effective December 2, 1996(3)
10.23  Stock Purchase Agreement(7)
10.24  Asset Purchase Agreement dated as of November 26, 1997 with COMSAT RSI,
       JEFA Wireless, Transportation Safety Contractors, Inc., Georgia Electric
       Company, Able Telcom Holding Corp. and COMSAT Corporation(10)
10.25  Securities Purchase Agreements, each dated as of January 6, 1998, between
       Able Telcom Holding Corp. and each of the Purchasers named therein(9)
11     Computation of Per Share Earnings
21     List of subsidiaries as of October 31, 1997(9)
23.1   Consent of Ernst and Young LLP
27     Financial Data Schedule (for SEC use only)


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     (1)  Previously filed with the Commission as an exhibit to the Company's
          Registration Statement on Form S-1 (Registration #33-65854) ordered
          effective by the Commission on February 26, 1994, as an amended.
     (2)  Previously filed with the Commission as an exhibit to the Company's
          Annual Report on Form 10-K filed for fiscal year 1994.
     (3)  Previously filed with the Commission as an exhibit to the Company's
          Annual Report on Form 10-K filed for fiscal year 1996.
     (4)  Previously filed with the Commission as an exhibit to the Company's
          Current Report Form 8-K dated December 22, 1995.
     (5)  Previously filed with the Commission as an exhibit to the Company's
          Current Report Form 8-K as filed with the Commission on October 25,
          1996.
     (6)  Previously filed with the Commission as an exhibit to the Company's
          Current Report Form 8-K as filed with the Commission on December 13,
          1996.
     (7)  Previously filed with the Commission as an exhibit to the Company's
          Current Report Form 8-K as filed with the Commission on December 31,
          1996.
     (8)  Previously filed with the Commission as an exhibit to the Company's
          Registration Statement on Form S-8 (Registration #333-04377) ordered
          effective by the Commission on June, 1996.
     (9)  Previously filed with the commission as an exhibit to the Company's
          Annual Report on Form 10-K filed for fiscal 1997.
     (10) Previously filed with the Commission as an exhibit to the Company's
          Current Report Form 8-K as filed with the Commission on March 12,
          1998.