SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    Form 10-Q


                   Quarterly Report under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934


  For the quarterly period ended: June 30, 2000 Commission File Number: 0-19589
                                  -------------                         -------



                           ARGUSS COMMUNICATIONS, INC.
           ----------------------------------------------------------
                       (formerly "Arguss Holdings, Inc.")

             (Exact name of Registrant as specified in its Charter)


              Delaware                                02-0413153
  ---------------------------------      --------------------------------------
  (State or other jurisdiction           (I.R.S. Employer Identification Number)
  of incorporation of organization)


    One Church Street, Suite 302, Rockville, Maryland             20850
   -------------------------------------------------------- -----------------
    (Address of Principal Executive Offices)                   (Zip Code)


    Registrant's Telephone Number, including Area Code:       301-315-0027




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.


  Yes:      X            No:_____
           ---




As of August 4, 2000,  there were  14,143,686  shares of Common Stock, $ .01 par
value per share, outstanding.







                                       1
<PAGE>


                           ARGUSS COMMUNICATIONS, INC.


                                      INDEX




   Part I - Financial Information:                                          Page

            Item 1 - Financial Statements


                     Consolidated Balance Sheets (Unaudited) -
                     June 30, 2000 and December 31, 1999                     3

                     Consolidated Statements of Operations (Unaudited)-
                     Three Months and Six Months Ended June 30, 2000
                     and June 30, 1999                                       4

                     Consolidated Statements of Cash Flows (Unaudited)-
                     Six Months Ended June 30, 2000 and June 30, 1999        5

                     Notes to Consolidated Financial Statements
                     (Unaudited)                                             7


            Item 2 - Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                     12

            Item 3 - Quantitative and Qualitative Disclosure about
                     Market Risk                                             15

   Part II - Other Information                                               16

            Items 1 through 6

            Signatures

            Exhibits

                                       2
<PAGE>



                           ARGUSS COMMUNICATIONS, INC.

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                                    <C>                        <C>
                                                        June 30, 2000              Dec. 31, 1999
                                                        -------------              -------------
Assets

Current assets:
Cash                                                     $     230,000             $   5,498,000
Restricted cash from customer advances                         227,000                 1,752,000
Accounts receivable trade, net of allowance
  for doubtful accounts of $94,000  and
  $263,000 in 2000 and 1999, respectively                   59,890,000                37,775,000
Costs and earnings in excess of billings                    17,460,000                 6,825,000
Inventories                                                  5,527,000                 4,534,000
Other current assets                                         2,488,000                 1,732,000
Deferred income taxes                                        1,829,000                 1,829,000
                                                            ----------                ----------
  Total current assets                                      87,651,000                59,945,000

Property, plant and equipment, net                          45,023,000                37,048,000
Goodwill, net                                              127,480,000               102,208,000
                                                     -------------------    ----------------------
                                                         $ 260,154,000             $ 199,201,000
                                                     ===================    ======================

Liabilities and Stockholders' Equity

Current liabilities:

Current portion of long-term debt                        $   7,407,000             $   7,340,000
Short-term borrowings                                       72,010,000                35,000,000
Accounts payable                                            19,873,000                18,551,000
Billings in excess of costs and earnings                     2,067,000                     -
Customer advances                                               19,000                 1,201,000
Accrued expenses and other liabilities                      13,236,000                 9,496,000
Due to former shareholders of acquired companies                 -                       650,000
                                                     -------------------    ----------------------
   Total current liabilities                               114,612,000                72,238,000
                                                     -------------------    ----------------------

Long-term debt, excluding current portion                   16,378,000                19,423,000
Deferred income taxes                                        4,684,000                 4,425,000
                                                     -------------------    ----------------------
   Total liabilities                                       135,674,000                96,086,000
                                                     -------------------    ----------------------

Stockholders' equity:
Common stock $.01 par value                                    142,000                  130,000
Additional paid-in capital                                 110,028,000               92,598,000
Common stock issuable to former shareholders of
   acquired companies                                            -                      500,000
Retained earnings                                           14,310,000                9,887,000
                                                     -------------------    ----------------------
   Total stockholders' equity                              124,480,000              103,115,000
                                                     -------------------    ----------------------
                                                         $ 260,154,000            $ 199,201,000
                                                     ===================    ======================

</TABLE>

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

                                       3
<PAGE>




                           ARGUSS COMMUNICATIONS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                               <C>             <C>           <C>             <C>
                                                       Three Months Ended              Six Months Ended
                                                  June 30, 2000  June 30, 1999  June 30, 2000   June 30, 1999
                                                  -------------  -------------  -------------   -------------

Net sales                                      $   67,109,000     $47,880,000    $122,153,000    $89,614,000
Cost of sales, excluding depreciation              48,364,000      34,752,000      91,312,000     67,814,000
                                                   ----------      ----------     -----------     ----------
  Gross profit, excluding depreciation             18,745,000      13,128,000      30,841,000     21,800,000

Selling, general and administrative expenses        5,371,000       4,586,000      10,476,000      8,384,000
Depreciation                                        2,744,000       2,072,000       5,110,000      4,023,000
Goodwill amortization                               1,661,000       1,056,000       3,087,000      2,003,000
Non-cash stock compensation                           136,000              -          139,000              -
Engineering and development expenses                  264,000         356,000         501,000        684,000
                                                   ----------      ----------      ----------     ----------
  Operating income                                  8,569,000       5,058,000      11,528,000      6,706,000
                                                   ----------      ----------      ----------     ----------

Other income (expense):
  Interest income and other                            64,000         157,000         266,000        191,000
  Interest expense                                 (1,719,000)     (1,155,000)     (2,948,000)    (2,058,000)
                                                    ---------       ---------       ---------      ---------

Income before income taxes                          6,914,000       4,060,000       8,846,000      4,839,000
Income taxes                                       (3,138,000)     (1,984,000)     (4,423,000)    (2,662,000)
                                                    ---------       ---------       ---------      ---------
 Net Income                                         3,776,000       2,076,000       4,423,000      2,177,000
                                                    ---------       ---------       ---------      ---------

Earnings per common share:
                -basic                                   $.27            $.18            $.33           $.19
                                                         ====            ====            ====           ====
                -diluted                                 $.26            $.16            $.32           $.17
                                                         ====            ====            ====           ====


Weighted average shares outstanding:
                 - basic                           13,881,000      11,751,000      13,465,000     11,704,000
                                                  ===========      ==========     ===========     ==========
                 - diluted                         14,553,000      13,044,000      13,968,000     12,816,000
                                                  ===========      ==========     ===========     ==========

</TABLE>

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





                                       4
<PAGE>


                           ARGUSS COMMUNICATIONS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                                                           <C>
                                                             Six Months Ended June 30,
                                                              2000               1999
                                                              ----               ----
Cash flows from operating activities:
          Net income                                       $4,423,000     $ 2,177,000

Adjustments to reconcile net income to net
  Cash provided by (used in) operating activities:
     Depreciation                                           5,110,000       4,023,000
     Goodwill amortization                                  3,087,000       2,003,000
     Non-cash stock compensation                              139,000          -

Changes in assets and liabilities:
     Accounts receivable                                  (13,528,000)     10,046,000
     Costs and earnings in excess of billings             (10,292,000)    (20,182,000)
     Inventories                                             (177,000)        (29,000)
     Other current assets                                    (712,000)       (745,000)
     Accounts payable                                       3,246,000)      1,211,000
     Billings in excess of costs and earnings               2,067,000        (748,000)
     Accrued expenses and other liabilities                 3,472,000       3,486,000
                                                          -----------      -----------
        Net cash provided by (used in) operating
          activities                                       (9,657,000)      1,242,000
                                                          -----------      -----------


Cash flows from investing activities:
     Additions to property, plant and equipment            (4,309,000)      (8,553,000)
     Additional payment to former shareholders of
        acquired companies                                   (799,000)      (7,604,000)
     Purchase of telecom services companies, net          (16,055,000)      (1,750,000)
       Net cash used in investing activities              -----------      -----------
                                                          (21,163,000)     (17,907,000)
                                                           ----------      -----------

Cash flows from financing activities:
     Proceeds from lines of credit                         28,787,000       18,698,000
     Net repayments of lines of credit                     (3,728,000)      (4,054,000)
     Issuance of common stock                                 493,000          841,000
                                                           ----------      ------------
       Net cash provided by financing activities           25,552,000       15,485,000
                                                           ----------      ------------

     Net decrease in cash                                  (5,268,000)      (1,180,000)
                                                           ----------      ------------

     Cash at beginning of period                            5,498,000        1,819,000
                                                           ----------      ------------

     Cash at end of period                                $   230,000     $    639,000
                                                           ==========      ============
   (continued)
</TABLE>


                                       5
<PAGE>



                           ARGUSS COMMUNICATIONS, INC.
                                  CONSOLIDATED
                      STATEMENTS OF CASH FLOWS (continued)
                                   (Unaudited)

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

                                                               Six Months Ended June 30,
                                                               2000               1999
                                                               ----               ----

Supplemental disclosures of cash paid for:
Interest                                                  $ 2,571,000        $ 1,825,000
Corporate income taxes                                      4,083,000          1,392,000

Supplemental disclosure of
  investing and financing activities:

Fair value of assets acquired:

Accounts receivable                                        $8,586,000         $  872,000
Other current assets                                           44,000             36,000
Inventory                                                     816,000                -
Property and equipment                                      4,354,000            494,000
                                                          -----------         ----------
     Total non-cash assets                                 13,800,000          1,402,000

Liabilities                                                (4,943,000)          (271,000)
Long-term debt                                             (5,034,000)          (111,000)
                                                          -----------         ----------
Net non-cash assets acquired                                3,823,000          1,020,000

Cash acquired                                                 116,000               -
                                                          -----------         ----------
Fair value of net assets acquired                           3,939,000          1,020,000
Excess of costs over fair value
  of net assets acquired                                   28,323,000          2,767,000
                                                          -----------         ----------
Purchase price                                            $32,262,000         $3,787,000
                                                          ===========         ==========

Common stock issued                                       $16,207,000         $2,037,000
Cash paid                                                  16,171,000          1,750,000
Cash acquired                                                (116,000)              -
                                                         ------------         ----------
Purchase price                                            $32,262,000         $3,787,000
                                                         ============         ==========

</TABLE>


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


                                       6
<PAGE>


                           ARGUSS COMMUNICATIONS, INC.
                              NOTES TO CONSOLIDATED
                              FINANCIAL STATEMENTS
                                   (Unaudited)


         A)       Organization

         The  Company   conducts  its   operations   through  its  wholly  owned
subsidiaries,  Arguss Communications Group, Inc. ("ACG") and Conceptronic,  Inc.
("Conceptronic"). ACG is a leading provider of telecommunications infrastructure
services including project  management,  design,  engineering,  construction and
maintenance for Internet,  telecommunications  and broadband service  providers.
Conceptronic   manufactures  and  sells  highly  advanced,   computer-controlled
equipment  used in the  surface  mount  electronics  circuit  assembly  industry
("SMT"). In May 2000, the Company changed its name from Arguss Holdings, Inc, to
Arguss Communications, Inc.


         B)       Basis for Presentation

         As permitted  by the rules of the  Securities  and Exchange  Commission
(the "Commission") applicable to quarterly reports on Form 10-Q, these notes are
condensed  and do not contain all  disclosures  required by  generally  accepted
accounting principles.  Reference should be made to the financial statements and
related notes included in the Company's  Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the Commission on March 16, 2000.

         In the opinion of the Company,  the  accompanying  unaudited  financial
statements  contain all adjustments  considered  necessary to present fairly the
financial  position  of the  Company  as of June  30,  2000 and the  results  of
operations and cash flows for the periods  presented.  The Company  prepares its
interim financial  information  using the same accounting  principles as it does
for its annual financial statements.

         The  Company's  telecom  services   operations  are  expected  to  have
seasonally  weaker results in the first and fourth quarters of the year, and may
produce stronger  results in the second and third quarters.  This seasonality is
primarily due to the effect of winter weather on outside plant activities in the
northern  areas  served by ACG, as well as reduced  daylight  hours and customer
budgetary  constraints.  Certain  customers  tend to complete  budgeted  capital
expenditures  before the end of the year, and postpone  additional  expenditures
until the subsequent fiscal period.

         Certain amounts in the 1999 financial statements have been reclassified
for comparability with the 2000 presentation.


         C)       Goodwill

         Goodwill is calculated  using a twenty-year  amortization  period.  The
Company continually evaluates whether events or circumstances have occurred that
indicate that the remaining useful life of goodwill may warrant revision or that
the  remaining  balance  may not be  recoverable.  When  factors  indicate  that
goodwill  should be  evaluated  for  possible  impairment,  the Company uses the
estimated  undiscounted cash flow of the business  enterprise over the remaining
life of the asset in determining whether the asset is recoverable.


         D)       Earnings per Share

         Basic  earnings  per common  share are  computed by dividing net income
available to common stockholders by the weighted average number of common shares
outstanding  for the  period.  Diluted  earnings  per common  share  reflect the
maximum dilution that would have resulted from the exercise of stock options and
warrants and contingently issuable shares. Diluted earnings per common share are
computed by dividing net income by the weighted  average number of common shares
and all dilutive securities.





                                       7
<PAGE>
<TABLE>
<CAPTION>
<S>                                     <C>           <C>          <C>             <C>           <C>           <C>


                                                              For the Three Months Ended June 30:

                                                        2000                                      1999
                                                        ----                                      ----
                                           Income                   Net              Income                     Net
                                         per Share     Shares      Income           per Share     Shares       Income
                                         ---------     ------      -------          ---------     ------       ------

Basic                                       $.27    13,881,000   $3,776,000        $  .18      11,751,000   $2,076,000
Effect of stock options
    and warrants                            (.01)      672,000        -              (.01)        593,000         -
Effect of additional shares
   to be issued for purchase
   of telecom services
   company                                    -           -           -              (.01)        700,000         -
                                            ----    ----------   ----------          -----     -----------   -----------
Diluted                                     $.26    14,553,000   $3,776,000        $  .16      13,044,000    $2,076,000
                                            ====    ==========   ==========          =====     ===========   ===========


                                                              For the Six Months Ended June 30:

                                                        2000                                      1999
                                                        ----                                      ----
                                           Income                   Net              Income                     Net
                                         per Share     Shares      Income           per Share     Shares       Income
                                         ---------     ------      -------          ---------     ------       ------

Basic                                       $.33    13,465,000   $4,423,000        $  .19      11,704,000    $2,177,000
Effect of stock options
    and warrants                            (.01)      503,000        -              (.01)        561,000          -
Effect of additional shares
   to be issued for purchase
   of telecom services
   company                                    -           -           -              (.01)        551,000          -
                                            ----    ----------   ----------          -----     -----------   -----------
Diluted                                     $.32    13,968,000   $4,423,000        $  .17      12,816,000    $2,177,000
                                            ====    ==========   ==========          =====     ===========   ===========

</TABLE>


         E)       Contract Accounting

         The retainage  included in accounts  receivable,  representing  amounts
withheld by contract with respect to ACG accounts receivable, was $4,444,000 and
$3,973,000  at June 30, 2000 and December 31,  1999,  respectively.  The Company
expects to collect substantially all the retainage within one year.

                                            June 30, 2000     December  31, 1999
                                            -------------     ------------------

Costs incurred on uncompleted contracts       $63,885,000       $90,798,000
Estimated earnings                             14,384,000        15,338,000
                                              -----------       -----------
                                               78,269,000       106,136,000
Less: Billings to date                         62,876,000        99,311,000
                                              -----------       -----------
                                              $15,393,000       $ 6,825,000
                                              ===========       ===========

Included in accompanying balance sheets
  under the following caption:
Costs and earnings in excess of billings      $17,460,000       $ 6,825,000
                                              -----------
Billings in excess of costs and earnings       (2,067,000)            -
                                              -----------       ------------

                                              $15,393,000       $ 6,825,000
                                              ===========       ============
         F)       Acquisitions

         The Company,  through ACG, actively pursues acquisitions in the telecom
infrastructure  services  industry.  During  the first six  months of 2000,  the
Company made three  acquisitions.  The combined purchase price was approximately
$16 million in cash and 1,015,000 shares of the Company's common stock, plus the
assumption of debt. The  acquisitions  were accounted for as purchases,  and the
results of operations of the acquired companies are included in the consolidated
results of the Company from effective dates of acquisition.  Approximately $28.3

                                       8

<PAGE>

million  of  goodwill  was  recorded  by the  Company  in  connection  with  the
acquisitions,   which  reflects  the  adjustments   necessary  to  allocate  the
individual  purchase price to the fair value of assets  acquired and liabilities
assumed.  During  the  first  six  months  of 2000,  the  Company  also  made an
additional  payment  to former  shareholders  of an  acquired  telecom  services
company of $799,000 in cash and 13,000 shares of the  Company's  common stock in
accordance with the provisions of the purchase agreement.


         G)       Segment Information

         SFAS No. 131,  "Disclosures about Segments of an Enterprise and Related
Information"  establishes  standards for reporting  information  about operating
segments  in  interim  financial   reports  issued  to  stockholders.   It  also
establishes  standards for related  disclosures  about products and services and
geographic areas.  Operating segments are defined as components of an enterprise
about which  separate  financial  information  is  available  that is  evaluated
regularly by the chief  operating  decision  maker, or decision making group, in
deciding how to allocate resources and assessing performance.

         The  Company's  two  reportable   segments  are  telecom  services  and
manufacturing.  The Company  conducts  its  operations  through its wholly owned
subsidiaries,  Arguss Communications Group, Inc. ("ACG") and Conceptronic,  Inc.
("Conceptronic"). ACG is a leading provider of telecommunications infrastructure
services including project  management,  design,  engineering,  construction and
maintenance for Internet,  telecommunications  and broadband service  providers.
Conceptronic   manufactures  and  sells  highly  advanced,   computer-controlled
equipment  used in the  surface  mount  electronics  circuit  assembly  industry
("SMT").

         Because the telecom system projects are fully integrated  undertakings,
the  Company  does  not  capture  individually  each  component  of the  service
functions  performed for revenue reporting purposes.  The manufacturing  segment
manufactures  and sells highly advanced,  computer-controlled  equipment used in
the SMT circuit assembly industry. The "All Other" column includes the Company's
corporate and unallocated expenses.

         The Company's  reportable  segments are organized in separate  business
units  with  different  management,  technology  and  services.  The  respective
segments  account  for their  respective  businesses  using the same  accounting
policies used in the consolidated  financial  statements.  Summarized  financial
information  concerning the Company's  reportable  segments net of inter-company
transactions is shown in the following table.

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                           June 30, 2000
<S>                                   <C>           <C>             <C>           <C>
                                      Telecom
                                      Services      Manufacturing   All Other        Total
                                      --------      -------------   ---------        -----

External sales                     $ 61,257,000      $ 5,852,000        -         $ 67,109,000
Cost of sales, excluding
   depreciation                      43,966,000        4,398,000        -           48,364,000
                                   ------------     ------------                  ------------
Gross profit, excluding
   depreciation                      17,291,000        1,454,000        -           18,745,000
Operating expenses,
   excluding depreciation             4,139,000        1,234,000       (2,000)       5,371,000
Depreciation                          2,702,000           40,000        2,000        2,744,000
Goodwill amortization                 1,661,000             -           -            1,661,000
Non-cash compensation expense            59,000             -          77,000          136,000
Engineering and development                -             264,000        -              264,000
Interest and other income               (60,000)          (4,000)       -              (64,000)
Interest expense                      1,663,000           56,000        -            1,719,000
                                   ------------     ------------   -----------    -------------
Pretax income (loss)               $  7,127,000        ($136,000)    ($77,000)    $  6,914,000
                                   ============     ============   ===========    =============

Capital expenditures               $  1,830,000      $     5,000        -         $  1,835,000
                                   ============     ============   ===========    =============
Property, plant and equipment,
  net                              $ 43,803,000      $ 1,201,000   $    19,000    $ 45,023,000
                                   ============     ============   ===========    =============

Total assets                       $246,383,000      $11,321,000   $ 2,450,000    $260,154,000
                                   ============     ============   ===========    =============

Total liabilities                  $115,534,000      $ 9,265,000   $10,875,000    $135,674,000
                                   ============     ============   ===========    =============

</TABLE>
                                       9
<PAGE>
<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                           June 30, 1999
<S>                                   <C>           <C>             <C>           <C>
                                      Telecom
                                      Services      Manufacturing   All Other        Total
                                      --------      -------------   ---------        -----



External sales                     $ 43,858,000      $ 4,022,000         -        $ 47,880,000
Cost of sales, excluding
   depreciation                      31,937,000        2,815,000         -          34,752,000
                                   ------------      -----------   -----------    ------------

Gross profit, excluding
   depreciation                      11,921,000        1,207,000         -          13,128,000
Operating expenses,
   excluding depreciation             3,175,000        1,258,000       153,000       4,586,000
Depreciation                          2,019,000           53,000         -           2,072,000
Goodwill amortization                 1,056,000             -            -           1,056,000
Engineering and development                -             356,000         -             356,000
Interest and other income              (153,000)          (1,000)       (3,000)       (157,000)
Interest expense                      1,099,000           56,000         -           1,155,000
                                   ------------      -----------   -----------    ------------
Pretax income (loss)               $  4,725,000       ($ 515,000)    ($150,000)   $  4,060,000
                                   ============      ===========   ===========    ============

Capital expenditures               $  4,783,000      $   129,000         -        $  4,912,000
                                   ============      ===========   ===========    ============
Property, plant and equipment, net $ 34,832,000      $ 1,314,000   $    25,000    $ 36,171,000
                                   ============      ===========   ===========    ============

Total assets                       $156,986,000      $ 9,664,000   $ 2,266,000    $168,916,000
                                   ============      ===========   ===========    ============

Total liabilities                  $ 72,088,000      $ 5,345,000   $ 8,871,000    $ 86,304,000
                                   ============      ===========   ===========    ============
</TABLE>

<TABLE>
<CAPTION>
                                                         Six Months Ended
                                                           June 30, 2000
<S>                                   <C>           <C>             <C>           <C>
                                      Telecom
                                      Services      Manufacturing   All Other        Total
                                      --------      -------------   ---------        -----


External sales                     $110,828,000      $11,325,000         -        $122,153,000
Cost of sales, excluding
   depreciation                      82,668,000        8,644,000         -          91,312,000
                                   ------------      -----------   -----------    ------------
Gross profit, excluding
   depreciation                      28,160,000        2,681,000         -          30,841,000
Operating expenses,
   excluding depreciation             7,908,000        2,574,000        (6,000)     10,476,000
Depreciation                          5,026,000           79,000         5,000       5,110,000
Goodwill amortization                 3,087,000            -             -           3,087,000
Non-cash compensation expense            62,000            -            77,000         139,000
Engineering and development                -             501,000         -             501,000
Interest and other income              (259,000)          (7,000)        -            (266,000)
Interest expense                      2,823,000          124,000         1,000       2,948,000
                                      ---------      -----------   -----------    ------------
Pretax income (loss)               $  9,513,000        ($590,000)     ($77,000)   $  8,846,000
                                    ===========      ===========   ===========    ============

Capital expenditures               $  4,299,000      $     8,000   $     2,000    $  4,309,000
                                    ===========      ===========   ===========    ============
Property, plant and equipment,
net                                $ 43,803,000      $ 1,201,000   $    19,000    $ 45,023,000
                                   ============      ===========   ===========    ============

Total assets                       $246,383,000      $11,321,000   $ 2,450,000    $260,154,000
                                   ============      ===========   ===========    ============

Total liabilities                  $115,534,000      $ 9,265,000   $10,875,000    $135,674,000
                                   ============      ===========   ===========    ============
</TABLE>

                                       10
<PAGE>


<TABLE>
<CAPTION>
                                                       Six Months Ended
                                                        June 30, 1999
<S>                                   <C>           <C>             <C>           <C>
                                      Telecom
                                      Services      Manufacturing   All Other        Total
                                      --------      -------------   ---------        -----


External sales                     $ 81,663,000      $  7,951,000       -         $ 89,614,000
Cost of sales, excluding
   depreciation                      62,518,000         5,296,000       -           67,814,000
                                   ------------      ------------  -----------    ------------
Gross profit, excluding
   depreciation                      19,145,000         2,655,000       -           21,800,000
Operating expenses,
   excluding depreciation             5,819,000         2,367,000      198,000       8,384,000
Depreciation                          3,917,000           106,000       -            4,023,000
Goodwill amortization                 2,003,000              -          -            2,003,000
Engineering and development                -              684,000       -              684,000
Interest and other income              (177,000)             -         (14,000)       (191,000)
Interest expense                      1,953,000           105,000       -            2,058,000
                                   ------------      ------------  -----------    ------------
Pretax income (loss)               $  5,630,000        ($ 607,000)   ($184,000)     $4,839,000
                                   ============      ============  ===========    ============

Capital expenditures               $  8,422,000      $    131,000        2,000    $  8,553,000
                                   ============      ============  ===========    ============
Property, plant and equipment,
net                                $ 34,832,000      $  1,314,000  $    25,000    $ 36,171,000
                                   ============      ============  ===========    ============

Total assets                       $156,986,000      $  9,664,000  $ 2,266,000    $168,916,000
                                   ============      ============  ===========    ============

Total liabilities                  $ 72,088,000      $  5,345,000  $ 8,871,000    $ 86,304,000
                                   ============      ============  ===========    ============

</TABLE>


         H)       Bank Financing

         In March 2000,  the Company  increased  its  availability  under credit
facilities  with banks.  The Company  expanded the revolving  credit facility to
$150  million  from $100  million.  The Company  continues to pledge the capital
stock of its wholly owned  subsidiaries and the majority of the Company's assets
to secure the credit facility. The Company intends to use the credit facility to
provide working capital to finance acquisitions,  the purchase of capital assets
and for other  corporate  purposes.  The  credit  facility  also  contains a $30
million, in original notional amount,  amortizing five-year term facility. Under
the provisions of the credit agreement,  borrowings are limited to a multiple of
the Company's  adjusted  EBITDA.  Amounts  borrowed under the line bear interest
either as a relationship to the London  Interbank  Offered Rate ("LIBOR"),  plus
1.25% to 2.25%,  or to the Prime  Rate plus up to 1.00%,  as  determined  by the
ratio of the  Company's  total funded debt to EBITDA.  The Company also incurs a
commitment  fee on the unused  portion of the loan at a rate of up to 0.50%,  as
determined  by the ratio of the  Company's  total  funded  debt to  EBITDA.  The
revolving  line of credit has an initial term maturing on March 19, 2003, and is
renewable for up to one additional year.

         In the ordinary course of business,  the Company is exposed to floating
interest rate risk. In March 1999,  the Company  terminated  interest rate swaps
entered into as a hedge  against  variable-term  loan  interest  rate risk.  The
aggregate  loss of  approximately  $330,000 on  termination of the interest rate
swaps is being  amortized  over the remaining life of the related term loan that
was hedged.

         To hedge the  variable-term  loan interest rate risk for $30 million in
original notional amount,  five-year,  term financing facility,  the Company has
entered into an interest rate swap pursuant to which it pays fixed interest at a
rate of 5.78% and receives  variable  interest on the same notional  amount.  At
June 30, 2000, the market value of the swap,  which expires with the maturity of
the debt on March 1, 2004,  was  approximately  $434,000.  During the six months
ended  June 30,  2000,  the  Company's  receipts  under the  interest  rate swap
aggregated approximately $78,000.

                                       11
<PAGE>



                           ARGUSS COMMUNICATIONS, INC.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Results of Operations

         The  Company   conducts  its   operations   through  its  wholly  owned
subsidiaries,  Arguss Communications Group, Inc. ("ACG") and Conceptronic,  Inc.
("Conceptronic"). ACG is a leading provider of telecommunications infrastructure
services including project  management,  design,  engineering,  construction and
maintenance for Internet,  telecommunications  and broadband service  providers.
Conceptronic   manufactures  and  sells  highly  advanced,   computer-controlled
equipment  used in the  surface  mount  electronics  circuit  assembly  industry
("SMT"). In May 2000, the Company changed its name from Arguss Holdings, Inc, to
Arguss Communications, Inc.

Three Months Ended June 30, 2000, Compared to Three Months Ended June 30, 1999

         The Company had consolidated  earnings before interest expense,  taxes,
depreciation,   amortization  and  non-cash  stock   compensation   (EBITDA)  of
$13,174,000 for the three months ended June 30, 2000, compared to $8,343,000 for
the same period one year ago. For the three months ended June 30, 2000,  EBITDA,
as a percentage of consolidated net sales (EBITDA margin),  was 19.6%,  compared
to 17.4% for the comparable  period in 1999.  ACG had EBITDA of $13,212,000  for
the three months ended June 30, 2000, compared to $8,899,000 for the same period
in 2000.  ACG achieved an EBITDA margin of 21.6% for the three months ended June
30, 2000 and 20.3% for the three months ended June 30,1999.  ACG's strong EBITDA
margin  performance  was  combined  with  continued  strong  revenue  growth and
improved gross margin results as discussed below

         The Company had  consolidated  net income of  $3,776,000  for the three
months ended June 30, 2000,  compared to  $2,076,000  for the three months ended
June 30,  1999.  The  Company's  results  were  favorably  impacted  by improved
performance  of  telecom  infrastructure  projects  located in New  England  and
California.

         Consolidated  net sales for the three  months  ended June 30, 2000 were
approximately  $67,109,000,  compared to approximately $47,880,000 for the three
months  ended  June 30,  1999,  an  increase  of 40%.  Acquisitions  contributed
$11,924,000 to this increase.  Operations  owned for at least one year had a net
sales increase of $7,305,000 or 15% for the three months ended June 30, 2000.

         Consolidated gross profit margin,  excluding  depreciation,  was 28% of
sales for the three months  ended June 30,  2000,  compared to 27% for the three
months  ended June 30, 1999.  The  improvement  in margins is due to ACG,  whose
aforementioned projects located in New England achieved greater sales volume and
margins for the three months ended June 30, 2000.

         Consolidated selling, general and administrative expenses for the three
months  ended June 30,  2000 were  $5,371,000  or 8% of net sales,  compared  to
$4,586,000  for the  three  months  ended  June 30,  1999 or 9.5% of net  sales.
Conceptronic reduced selling,  general and administrative  expenses through cost
controls  concurrent with an increase in revenues.  ACG has maintained  selling,
general and administrative costs at 6% of net sales in both periods.

         Depreciation expense increased to $2,744,000 for the three months ended
June 30, 2000,  compared to $2,072,000  for the three months ended June 30, 1999
due  primarily  to ACG which  made  significant  equipment  acquisitions  during
calendar year 1999, and during the six months ended June 30, 2000.  Equipment is
depreciated  over sixty months.  Depreciation  expense from  companies  acquired
after June 30, 1999 was $290,000 during the three months ended June 30, 2000.

         Goodwill   amortization,   which  is  calculated  using  a  twenty-year
amortization period, increased to $1,661,000 from $1,056,000 from the comparable
period one year ago due primarily to  acquisitions  made  subsequent to June 30,
1999 and an  additional  payment  made to  former  shareholders  of an  acquired
company made in November 1999. The additional  payment earned under the terms of
the  purchase  agreement  was  approximately  $23 million and was recorded as an
increase in goodwill.  The  increased  goodwill,  amortized  over the  remaining
amortization  period,  increased goodwill  amortization  during the three months
ended June 30, 2000 by $299,000.  The Company also  recorded  approximately  $36
million in additional goodwill since June 30, 1999 related to four acquisitions.
Amortization  expense on the goodwill related to these acquisitions was $363,000
for the three months ended June 30, 2000.

                                       12
<PAGE>

         Interest  expense  for  the  three  months  ended  June  30,  2000  was
$1,719,000,  compared  to  $1,155,000  for the  comparable  period in 1999.  ACG
interest  expense  increased  for the three  months  ended  June 30,  2000,  due
primarily to the  purchase  of, and  additional  payments  to,  telecom  service
companies which were partially  financed through bank lines of credit and due to
increased use of financing lines for the capital assets  purchased in support of
ACG's revenue growth. Higher interest rates related to the revolving credit line
during the three months ended June 30, 2000,  compared to the three months ended
June 30, 1999, also  contributed to higher interest  expense,  as relevant rates
increased  approximately  100 basis points from the period in 1999 to 2000. (See
discussion  of  expanded  bank  credit   facilities  in  Liquidity  and  Capital
Resources.)

         Income tax expense was  $3,138,000  for the three months ended June 30,
2000,  compared to  $1,984,000  in income tax expense for the three months ended
June 30,  1999.  The  effective  income  tax rate was 45% and 48% for the  three
months ended June 30, 2000 and 1999, respectively.  Goodwill amortization, which
is nondeductible for income tax purposes,  impacts the effective income tax rate
creating an unusual  relationship  of the expected  effective tax rate to pretax
income.  During the three  months  ended  June 30,  2000 and 1999,  the  Company
utilized a 39% effective income tax rate prior to giving effect to the impact of
nondeductible goodwill amortization on pretax income.

Six Months Ended June 30, 2000, Compared to Six Months Ended June 30, 1999

         The Company had consolidated  earnings before interest expense,  taxes,
depreciation,   amortization  and  non-cash  stock   compensation   (EBITDA)  of
$20,130,000 for the six months ended June 30, 2000,  compared to $12,923,000 for
the same period one year ago. For the six months ended June 30, 2000, EBITDA, as
a percentage of consolidated net sales (EBITDA margin),  was 16.5%,  compared to
14.4% for the comparable  period in 1999. ACG had EBITDA of $20,511,000  for the
six months ended June 30, 2000,  compared to $13,502,000  for the same period in
2000.  ACG achieved an EBITDA  margin of 18.5% for the six months ended June 30,
2000 and 16.5% for the six months ended June 30,1999. ACG's strong EBITDA margin
performance was combined with continued strong revenue growth and improved gross
margin results as discussed below

         The  Company  had  consolidated  net income of  $4,423,000  for the six
months ended June 30, 2000, compared to $2,177,000 for the six months ended June
30, 1999. The Company's results were favorably impacted by improved  performance
of telecom infrastructure projects located in New England and California.

         Consolidated  net sales for the six  months  ended  June 30,  2000 were
approximately  $122,153,000,  compared to approximately  $89,614,000 for the six
months ended June 30, 1999,  an increase of 36% due, in part,  to  acquisitions.
Acquisitions  contributed $15,284,000 to this increase.  Operations owned for at
least one year had a net sales increase of $17,255,000 or 19% for the six months
ended June 30, 2000.

         Consolidated gross profit margin,  excluding  depreciation,  was 25% of
sales for the six months ended June 30, 2000, compared to 24% for the six months
ended June 30, 1999.  The  improvement  in margins is due to ACG,  whose telecom
infrastructure  projects located in New England had improved margins for the six
months ended June 30, 2000.

         Consolidated selling,  general and administrative  expenses for the six
months ended June 30, 2000 were $10,476,000,  compared to $8,384,000 for the six
months ended June 30, 1999 or  approximately  9% of net sales in both years. The
increase in expense is consistent with revenue growth.

         Depreciation  expense  increased to $5,110,000 for the six months ended
June 30, 2000, compared to $4,023,000 for the six months ended June 30, 1999 due
primarily to ACG which made significant  equipment  acquisitions during calendar
year 1999,  and during the six months  ended June 30,  2000.  The  equipment  is
depreciated  over sixty months.  Depreciation  expense from  companies  acquired
after June 30, 1999 was $344,000 during the six months ended June 30, 2000.

         Goodwill   amortization,   which  is  calculated  using  a  twenty-year
amortization period, increased to $3,087,000 from $2,003,000 from the comparable
period one year ago due primarily to acquisitions  made subsequently to June 30,
1999,  and an  additional  payment  made to former  shareholders  of an acquired
company made in November 1999. The additional  payment earned under the terms of

                                       13
<PAGE>

the  purchase  agreement  was  approximately  $23 million and was recorded as an
increase in goodwill.  The  increased  goodwill,  amortized  over the  remaining
amortization period, increased goodwill amortization during the six months ended
June 30, 2000 by $597,000.  The Company also recorded  approximately $36 million
in  additional  goodwill  since  June 30,  1999  related  to four  acquisitions.
Amortization  expense of the goodwill related to these acquisitions was $490,000
for the six months ended June 30, 2000.

         Interest expense for the six months ended June 30, 2000 was $2,948,000,
compared to  $2,058,000  for the  comparable  period in 1999.  The ACG  interest
expense  increased for the six months ended June 30, 2000,  due primarily to the
purchase of, and additional  payments to, telecom  service  companies which were
partially  financed  through  bank lines of credit and due to  increased  use of
financing  lines for the capital  assets  purchased in support of ACG's  revenue
growth.  (See  discussion  of expanded  bank credit  facilities in Liquidity and
Capital Resources.)

         Income tax expense  was  $4,423,000  for the six months  ended June 30,
2000, compared to $2,662,000 in income tax expense for the six months ended June
30, 1999. The effective income tax rate was 50% and 55% for the six months ended
June  30,  2000  and  1999,  respectively.   Goodwill  amortization,   which  is
nondeductible  for income tax purposes,  impacts the  effective  income tax rate
creating an unusual  relationship  of the expected  effective tax rate to pretax
income. During the six months ended June 30, 2000 and 1999, the Company utilized
a 39%  effective  income  tax rate  prior to  giving  effect  to the  impact  of
nondeductible goodwill amortization on pretax income.


Liquidity and Capital Resources

         Net cash used by operations  for the six months ended June 30, 2000 was
$9,657,000  compared with  $1,242,000 of cash provided by operations for the six
months ended June 30, 1999. The increase in cash used in operating activities is
due to the increased  revenue generated by a greater volume of ACG projects that
caused an increase in accounts  receivable  and costs and  earnings in excess of
billings.  In  addition,  ACG improved its timely  collection  of 1999  accounts
receivable  prior to  December  31,  1999  compared  to the prior  year when ACG
collected many of its 1998 receivables in the six months ended June 30, 1999

         Net cash used for  investing  activities  for the six months ended June
30, 2000 was  $21,163,000,  compared to $17,907,000 in the comparable  period of
1999.  Of  the  2000  investing   activities,   $16,055,000  was  used  to  make
acquisitions  compared to $1,750,000 in 1999 when one  acquisition  was made. In
2000, pursuant to the provisions of the purchase  agreements,  $799,000 was paid
to former shareholders of acquired companies, compared to $7,604,000 in 1999. In
2000,  $4,309,000  was  spent on  capital  equipment  acquisitions  compared  to
$8,553,000 in 1999.  The decrease from 1999 reflects a timing  difference in the
capital asset purchases. The Company has budgeted a similar level of expenditure
for 2000 as for 1999,  when the  Company  had  approximately  $13.5  million  in
capital expenditures.

         Net cash provided by financing  activities was  $25,552,000 for the six
months  ended  June  30,  2000,  compared  to net  cash  provided  by  financing
activities  of  $15,485,000  for the  comparable  period in 1999.  The financing
activity in 2000 reflects  that the proceeds  from the Company's  credit line in
2000 used for acquisitions.

         In March 2000,  the Company  increased  its  availability  under credit
facilities  with banks.  The Company  expanded the revolving  credit facility to
$150  million  from $100  million.  The Company  continues to pledge the capital
stock of its wholly owned  subsidiaries and the majority of the Company's assets
to secure the credit facility. The Company intends to use the credit facility to
provide  working  capital to finance  acquisitions  and the  purchase of capital
assets and for other corporate purposes. The credit facility also contains a $30
million, in original notional amount,  amortizing five-year term facility. Under
the provisions of the credit agreement,  borrowings are limited to a multiple of
the Company's  adjusted  EBITDA.  Amounts  borrowed under the line bear interest
either as a relationship to the London  Interbank  Offered Rate ("LIBOR"),  plus
1.25% to 2.25%,  or to the Prime  Rate plus up to 1.00%,  as  determined  by the
ratio of the  Company's  total funded debt to EBITDA.  The Company also incurs a
commitment  fee on the unused  portion of the loan at a rate of up to 0.50%,  as
determined  by the ratio of the  Company's  total  funded  debt to  EBITDA.  The
revolving line of credit has an initial term, maturing on March 19, 2003, and is
renewable for up to one additional year.

         To hedge the  variable-term  loan interest rate risk for $30 million in
original notional amount,  five-year,  term financing facility,  the Company has
entered into an interest rate swap pursuant to which it pays fixed interest at a
rate of 5.78% and receives  variable  interest on the same notional  amount.  At

                                       14

<PAGE>

March 31, 2000, the market value of the swap, which expires with the maturity of
the debt on March 1, 2004,  was  approximately  $316,000.  During the six months
ended March 31,  2000,  the  Company's  receipts  under the  interest  rate swap
aggregated approximately $78,000.

         At June 30, 2000 the Company has entered  into two letters of intent to
purchase  telecommunications services companies. The aggregate purchase price of
these two acquisitions will be approximately $8,000,000,  plus the assumption of
debt. Half of that amount, or $8,000,000,  will be paid in cash and half will be
satisfied by issuance of the Company's  common  stock.  The Company will finance
the cash portion of the purchase  price  utilizing the existing lines of credit.
The Company  expects to close these  purchases  by the end of the third  quarter
2000. At June 30, 2000, the Company had $48,000,000 available under its existing
credit facility.

         The Company's telecom  infrastructure  services operations are expected
to have seasonally  weaker results in the first and fourth quarters of the year,
and may  produce  stronger  results  in the  second  and  third  quarters.  This
seasonality  is primarily  due to the effect of winter  weather on outside plant
activities  in the  northern  areas  served by ACG, as well as reduced  daylight
hours and customer  budgetary  constraints.  Certain  customers tend to complete
budgeted capital expenditures before the end of the year, and are slow to return
to expected  production  levels in the first  quarter of the  subsequent  fiscal
period.

         In June 1998, the  Financial  Accounting  Standards  Board  issued SFAS
No.133  "Accounting  for Derivative  Instruments  and Hedging  Activities."  The
statement  requires  companies to recognize all  derivatives as either assets or
liabilities,  with the  instruments  measured at fair value.  The accounting for
changes  in fair  value,  gains or losses  depends  on the  intended  use of the
derivative  and  its  resulting  designations.   In  June  2000,  the  Financial
Accounting   Standards  Board  issued  SFAS  No.  138  "Accounting  for  Certain
Derivative  Instruments  and Certain  Hedging  Activities--an  amendment of FASB
Statement  No.  133".  As  amended,  SFAS No.  133 is  effective  for all fiscal
quarters of fiscal years  beginning  after June 15, 2000. The Company will adopt
SFAS No. 133 by January 1, 2001.  Adoption  of SFAS No. 133 is not  expected  to
have a material impact on the consolidated financial statements.

Forward Looking Statements

         Statements  made in the  quarterly  report that are not  historical  or
current facts are "forward-looking  statements" made pursuant to the safe harbor
provisions of the Private  Securities  Litigation Reform Act of 1995.  Investors
are  cautioned   that  actual  results  may  differ   substantially   from  such
forward-looking statements. Forward looking statements may be subject to certain
risks and uncertainties,  including - but not limited to - continued  acceptance
of  the  Company's  products  and  services  in the  marketplace,  uncertainties
surrounding  new  acquisitions,  floating rate debt,  risks of the  construction
industry,  including  weather and an  inability  to plan and  schedule  activity
levels,  doing business overseas and risks inherent in concentration of business
in certain  customers.  All of these risks are detailed from time to time in the
Company's filings with the Securities and Exchange Commission.  Accordingly, the
actual results of the Company could differ materially from such  forward-looking
statements.

Item 3.     Quantitative and Qualitative Disclosures about Market Risk

         In the ordinary course of business,  the Company is exposed to interest
rate risk. To reduce  variable-term  loan  interest  rate risk,  the Company has
entered  into an  interest  rate  swap in the  same  notional  amount,  term and
interest rate relationship to LIBOR as the Company's  $21,250,000  variable-rate
term loan.  Arguss pays a fixed  interest rate of 5.78% pursuant to the interest
rate swap.  The  Company  continues  to incur  interest  expense  for the bank's
applicable  margins ranging from 1.25% to 2.25% above LIBOR as determined by the
ratio of the Company's total funded debt to EBITDA.

         Interest  rate swaps are  entered  into as a hedge of  underlying  debt
instruments  to  effectively  change the  characteristics  of the interest  rate
without  actually  changing the debt instrument.  For fixed-rate debt,  interest
rate  changes  affect the fair value,  but do not impact  earnings or cash flow.
Conversely,  for  floating-rate  debt,  interest  rate changes  generally do not
affect the fair market value, but do impact future earnings and cash flow. A one
percentage  point  decrease in interest  rates would  decrease the fair value of
interest rate swaps by approximately $316,000. The earnings and cash flow impact
for the next year resulting from a one percentage point increase  interest rates
would be neutral  because of the cash flow received  from the swaps.  All of the
principal of the variable  rate debt subject to the interest  rate swap would be
repaid  over the next  four  years  thereby  diminishing  the  impact  of market
valuations on hedges.

                                       15
<PAGE>


                           ARGUSS COMMUNICATIONS, INC.

                                     PART II
                                Other Information

     Items 1, 2, 3, and 5:   Not Applicable.

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

         The  Company  held  its  annual  meeting  of  stockholders  in  Boston,
Massachusetts  on May 18, 2000. The following sets forth matters  submitted to a
vote of the stockholders at the annual meeting:

(a)      Seven members were elected to  the  Board  of  Directors, each to serve
until  the next  annual  meeting  of the  Company  and  until  their  respective
successors have been elected and qualified. The following seven individuals were
elected to the Board of Directors by the holders of common stock of the Company:
Rainer H.  Bosselmann,  DeSoto S. Jordan,  Jr.,  Daniel A. Levinson,  Richard S.
Perkins, Jr., Garry A. Prime, James W. Quinn and Peter L. Winslow.

         Messrs. Bosselmann, Levinson, Perkins and Prime were elected  by a vote
of 11,251,712 shares,  with 160,849 votes withheld.  Messrs.  Jordan,  Quinn and
Winslow  were  elected  by a vote  of  11,251,612  shares,  with  160,949  votes
withheld.

(b)      The  stockholders  ratified  the  appointment  of KPMG LLP to audit the
financial  statements  of the Company and its  subsidiaries  for the year ending
December 31, 2000,  by a vote of 11,402,514  shares of common stock,  with 8,885
shares  of common  stock  voting  against  and  1,162  shares  of  common  stock
abstaining.

(c)      The stockholders  ratified  the change  of the name of the Company from
Arguss  Holdings,  Inc. to Arguss  Communications,  Inc. by a vote of 11,410,229
shares of common,  with 1,000 shares of common  stock  voting  against and 1,332
shares of common stock abstaining.

(d)      The  stockholders  ratified  the  increase in the authorized  number of
common  shares  of the  Company  from  20,000,000  to  30,000,000  by a vote  of
11,247,325 shares of common,  with 162,524 shares of common stock voting against
and 2,712 shares of common stock abstaining.

(e)      The  stockholders  ratified  the increase  in the authorized  number of
common shares  available for issuance under the Company's stock option plan from
2,400,000  to  5,000,000 by a vote of  7,668,719  shares of common  stock,  with
703,926  shares of common stock voting  against and  3,032,604  shares of common
stock abstaining.

     Item 6:  Exhibits and Reports on form 8-K

         (a)  27  Financial  Data Schedule

         (b)  Reports on Form 8-K

         In a Report on Form 8-K dated June 9, 2000, the Company  reported under
Item 2 "Acquisition  or Disposition of Assets," the  acquisition by the Company,
through a wholly owned subsidiary, of U.S. Communications, Inc ("USC").

     Financial statements of business acquired:  Audited balance sheet of USC as
     of December 31, 1999 and related statements of income and retained earnings
     and cash flow for the year ended December 31, 1999.


<PAGE>


     SIGNATURES


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

                                        Arguss Communications, Inc.



           August 4, 2000               By:  \\ Rainer H. Bosselmann
                                             -----------------------------------
                                             Rainer H. Bosselmann
                                             Chief Executive Officer



           August 4, 2000               By:  \\ Arthur F. Trudel
                                             -----------------------------------
                                             Arthur F. Trudel
                                             Principal Financial Officer and
                                             Principal Accounting Officer