SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   Form 10-QSB


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


      For Quarter ended: June 30, 1998   Commission File Number: 0-19589
                         -------------                           -------


                              ARGUSS HOLDINGS, INC.
            --------------------------------------------------------

             (Exact name of Registrant as specified in its Charter)

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


      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 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 July 21,1998,  there were  10,488,979  shares of Common  Stock,  $ .01 par
value per share, outstanding.






<PAGE>


                              ARGUSS HOLDINGS, INC.


                                      INDEX




Part I - Financial Statements:

   Item 1 - Financial Statements


            Consolidated Balance Sheets (Unaudited)
            June 30, 1998 and December 31, 1997                     3

            Consolidated Statements of Operations (Unaudited)
            Three Months and Six Months Ended June 30, 1998
            and June 30, 1997                                       4

            Consolidated Statements of Cash Flows (Unaudited)
            Six Months Ended June 30, 1998 and June 30, 1997        5

            Notes to Consolidated Financial Statements
            (Unaudited)                                             7


   Item 2 - Management's Discussion and Analysis of Financial
            Condition and Results of Operations                    11

Part II - Other Information

   Items 1 through 6                                               15

   Signatures                                                      16


   Exhibits                                                        17



                                       2
<PAGE>






                              ARGUSS HOLDINGS, INC.

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


                                                         June 30,   December 31,
                                                           1998         1997
                                                         --------   ------------
      Assets

Current assets:
     Cash                                             $  1,601,000   $ 1,215,000
     Restricted cash from customer advances              8,647,000          --
     Accounts receivable trade, including 
      retainage of $2,643,000 and $1,884,000,
      respectively                                      28,235,000    13,656,000
     Unbilled receivables for materials                  6,280,000       274,000
     Inventories                                         4,468,000     4,344,000
     Other assets, current                               1,395,000     1,898,000
                                                      ------------   -----------
          Total current assets                          50,626,000    21,387,000

Property, plant and equipment, net                      23,194,000    13,274,000
Goodwill, net                                           50,441,000    24,374,000
                                                      ------------   -----------
                                                      $124,261,000   $59,035,000
                                                      ============   ===========


      Liabilities and Stockholders' Equity

Current liabilities:

     Current portion long-term debt                   $  5,904,000   $ 1,632,000
     Short-term borrowings                              10,073,000     4,294,000
     Accounts payable                                   11,086,000     4,141,000
     Customer advances                                  10,500,000          --
     Accrued expenses and other liabilities              6,806,000     4,212,000
                                                      ------------   -----------
          Total current liabilities                     44,369,000    14,279,000
                                                      ------------   -----------

Long-term debt, excluding current portion               20,570,000     6,995,000
Deferred income taxes                                    1,549,000       791,000
                                                      ------------   -----------
          Total liabilities                             66,488,000    22,065,000
                                                      ------------   -----------

Stockholders' equity:
     Common stock $.01 par value                           105,000        85,000
     Additional paid-in capital                         56,833,000    36,443,000
     Retained earnings                                     835,000       442,000
                                                      ------------   -----------
          Total stockholders' equity                    57,773,000    36,970,000
                                                      ------------   -----------
                                                      $124,261,000   $59,035,000
                                                      ============   ===========



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




                                       3
<PAGE>




                              ARGUSS HOLDINGS, INC.

                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                Three Months Ended           Six Months Ended
                                            --------------------------   -------------------------


                                              June 30,      June 30,      June 30,      June 30,
                                                1998          1997          1998          1997
                                              --------      --------      --------      --------
<S>                                         <C>           <C>           <C>           <C>        
Net sales                                   $35,163,000   $12,682,000   $59,402,000   $21,658,000
Cost of sales, excluding depreciation        25,814,000     8,251,000    44,604,000    14,765,000
                                            -----------   -----------   -----------   -----------
     Gross profit, excluding depreciation     9,349,000     4,431,000    14,798,000     6,893,000

Expenses:
Selling, general and administrative           3,903,000     2,063,000     7,358,000     3,569,000
Depreciation                                  1,471,000       240,000     2,795,000       448,000
Goodwill amortization                           651,000       197,000     1,305,000       393,000
Engineering and development                     297,000       313,000       543,000       573,000
                                            -----------   -----------   -----------   -----------


Income from operations                        3,027,000     1,618,000     2,797,000     1,910,000


Interest expense, net                           649,000        91,000     1,272,000       146,000
                                            -----------   -----------   -----------   -----------


Income before income taxes                    2,378,000     1,527,000     1,525,000     1,764,000


Income tax expense                            1,212,000       753,000     1,132,000       372,000
                                            -----------   -----------   -----------   -----------


Net income                                  $ 1,166,000   $   774,000   $   393,000   $ 1,392,000
                                            ===========   ===========   ===========   ===========



Income per share - basic                    $       .11   $       .11   $       .04   $       .19
                                            ===========   ===========   ===========   ===========
Weighted average number
     of shares - basic                       10,421,000     7,278,000    10,388,000     7,274,000
                                            ===========   ===========   ===========   ===========
Income per share - diluted                  $       .11   $       .10   $       .04   $       .18
                                            ===========   ===========   ===========   ===========

Weighted average number of shares
  Outstanding - diluted                      11,103,000     7,595,000    11,041,000     7,558,000
                                            ===========   ===========   ===========   ===========
</TABLE>

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



                                       4
<PAGE>





                              ARGUSS HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)

                                                          Six Months Ended
                                                     --------------------------
                                                        June 30,     June 30,
                                                          1998         1997
                                                     -------------  -----------
Cash flows from operating activities:
          Net income                                  $   393,000   $ 1,392,000
Adjustments to reconcile net income to net
  cash provided by (used in) operating activities:
          Depreciation                                  2,801,000       448,000
          Goodwill amortization                         1,306,000       393,000
          Non cash stock compensation                   1,101,000        72,000
          Deferred income taxes                            99,000          --

Changes in assets and liabilities:
          Accounts receivable                          (8,869,000)     (688,000)
          Unbilled receivables for materials           (6,006,000)         --
          Inventories                                    (124,000)     (553,000)
          Other current assets                            878,000      (598,000)
          Accounts payable                              5,900,000       979,000
          Accrued expenses and other liabilities         (295,000)     (894,000)
                                                      -----------   -----------
          Net cash (used in) provided by operating
            activities                                 (2,816,000)      551,000
                                                      -----------   -----------


Cash flows from investing activities:
         Net additions to property, plant and
           equipment                                   (7,323,000)   (1,981,000)
         Purchase of cable construction companies     (13,799,000)   (8,879,000)
                                                      -----------   -----------
         Net cash used in investing activities        (21,122,000)  (10,860,000)


Cash flows from financing activities:
         Advances on TCI contracts, net                 8,647,000          --
         Proceeds from lines of credit                 26,188,000     2,211,000
         Repayments of financing debt                  (2,577,000)     (665,000)
         Issuance of common stock                         713,000          --
                                                      -----------   -----------
         Net cash provided by financing activities     32,971,000     1,546,000
                                                      -----------   -----------

         Net increase (decrease) in cash and
           restricted cash                              9,033,000    (8,763,000)
                                                      -----------   -----------

        Cash at beginning of period                     1,215,000    10,318,000
                                                      -----------   -----------

        Cash and restricted cash at end of period     $10,248,000   $ 1,555,000
                                                      ===========   ===========





                                       5
<PAGE>


                              ARGUSS HOLDINGS, INC.
                                  CONSOLIDATED
                       STATEMENTS OF CASH FLOW (continued)
                                   (Unaudited)

                                                          Six Months Ended
                                                     --------------------------
                                                        June 30,     June 30,
                                                          1998         1997
                                                     -------------  -----------

Supplemental disclosures of cash paid for:
Interest                                              $ 1,437,000   $   121,000
Corporate income taxes                                    138,000       190,000

Supplemental disclosure of
 investing and financing activities:

Fair value of assets acquired:

Accounts receivable                                   $ 5,710,000   $ 4,404,000
Inventory                                                    --         290,000
Other current assets                                      375,000        74,000
Property and equipment                                  5,398,000     3,676,000
                                                      -----------   -----------
     Total non cash assets                             11,483,000     8,444,000
                                                      -----------   -----------

Liabilities                                            (3,620,000)   (4,843,000)
Long-term debt                                         (1,888,000)   (2,111,000)
                                                      -----------   -----------

Net non cash assets acquired                            5,975,000     1,490,000

Cash acquired                                           1,725,000        15,000
                                                      -----------   -----------

Fair value of net assets acquired                       7,700,000     1,505,000

Excess of costs over fair value
  of net assets acquired                               27,373,000    15,700,000
                                                      -----------   -----------

Purchase price                                        $35,073,000   $17,205,000
                                                      ===========   ===========

Common stock issued                                   $21,274,000   $ 8,642,000
Cash paid                                              15,524,000     8,578,000
Cash acquired                                          (1,725,000)      (15,000)
                                                      -----------   -----------

Purchase price                                        $35,073,000   $17,205,000
                                                      ===========   ===========



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


                                       6
<PAGE>


                              ARGUSS HOLDINGS, INC.

                              NOTES TO CONSOLIDATED
                              FINANCIAL STATEMENTS
                                   (Unaudited)


     A) Organization
        ------------

Prior to May 1997,  Arguss Holdings,  Inc. (the "Company")  operated as a single
entity under the name Conceptronic, Inc. On May 9, 1997, the shareholders of the
Company approved a plan providing for the internal  restructuring of the Company
whereby the Company became a holding company and its operating  assets were held
by wholly owned operating subsidiaries. Accordingly, on May 9, 1997, the Company
transferred  substantially all of its Conceptronic,  Inc.  operating assets to a
newly formed,  wholly owned  subsidiary of the Company,  and the Company changed
its name to  "Arguss  Holdings,  Inc."  The  subsidiary  then  adopted  the name
"Conceptronic,   Inc."  ("Conceptronic").   The  Company's  other  wholly  owned
operating subsidiary is White Mountain Cable Construction Corp. ("WMC").

The Company conducts its operations through its wholly owned  subsidiaries,  WMC
and  Conceptronic.   WMC  is  engaged  in  the   construction,   reconstruction,
maintenance,  repair and expansion of communications  systems,  cable television
and data systems,  including  providing aerial and underground  construction and
splicing  of both  fiber  optic and  coaxial  cable to major  telecommunications
customers.  WMC operates  through its divisions - White Mountain,  Can-Am,  TCS,
Rite  and  Schenck.   Conceptronic   manufactures  and  sells  highly  advanced,
computer-controlled equipment used in the SMT circuit assembly industry.


     B) Basis for Presentation
        ----------------------

As  permitted  by the  rules of the  Securities  and  Exchange  Commission  (the
"Commission")  applicable to quarterly  reports on Form 10-QSB,  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-KSB for the
year ended December 31, 1997, filed with the Commission on March 24, 1998.

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,  1998 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  cable  construction  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 WMC, 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.

Research and  development  expenses,  a component of engineering and development
expenses,  incurred and expensed were $386,000 and $276,000,  respectively,  for
the quarters ended June 30, 1998 and 1997.

In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
No. 130, "Reporting  Comprehensive Income". This Statement establishes standards
for reporting and display of comprehensive income and its components  (revenues,
expenses,  gains  and  losses)  in  a  full  set  of  general-purpose  financial
statements.  This  Statement  requires that an enterprise  (a) classify items of
other  comprehensive  income by their  nature in a financial  statement  and (b)
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.  The impact of this statement on the Company's
financial  statements is not significant  because the company has no elements of
comprehensive income at this time.

In June 1997, the FASB issued Statement No. 131, "Disclosures about Segments and
Related  Information".  This  Statement  establishes  standards for the way that
public   business  enterprises  report  information   about  operating  segments


                                       7
<PAGE>

in annual  financial  statements  and  requires  that those  enterprises  report
selected  information  about  operating  segments in interim  financial  reports
issued to shareholders. It also establishes standards for related disclosures.

In February 1998, the Financial  Accounting Standards Board issued SFAS No. 132,
"Employers' Disclosure about Pensions and Other Post-retirement Benefits," which
revises employers'  disclosures about pension and other post-retirement  benefit
plans.  It does not change the  measurement or  recognition of those plans.  The
statement is effective for fiscal years  beginning  after December 15, 1997. The
adoption  of  this  statement  has  no  impact  on  the  consolidated  financial
statements.

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  designation.  The statement is effective  for all fiscal  quarters of
fiscal years  beginning after June 15, 1999. The Company will adopt SFAS No. 133
by January 1, 2000.  Adoption of SFAS No. 133 is not expected to have a material
impact on the consolidated financial statements.

Certain  amounts in the 1997 financial  statements  have been  reclassified  for
comparability with the 1998 presentation.

     (C) Earnings per Share
         ------------------

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


<TABLE>
<CAPTION>
                                                 For the Six Months Ended
                                    June 30, 1998                        June 30, 1997
                                    -------------                        -------------

                           Income                     Net       Income                     Net
                          per Share     Shares       Income    per Share     Shares       Income
                          ---------     ------       ------    ---------     ------       ------
<S>                        <C>        <C>           <C>         <C>         <C>          <C>       
Basic                      $  .04     10,388,000    $393,000    $   .19     7,274,000    $1,392,000
Effect of stock options
    and warrants             --          653,000        --         (.01)      284,000          --
                           ------     ----------    --------    -------     ---------    ----------

Diluted                    $  .04     11,041,000    $393,000    $   .18     7,558,000    $1,392,000
                           ======     ==========    ========    =======     =========    ==========
</TABLE>



<TABLE>
<CAPTION>
                                                 For the Three Months Ended
                                    June 30, 1998                        June 30, 1997
                                    -------------                        -------------

                           Income                     Net      Net Income                    Net
                          per Share     Shares       Income    per Share     Shares         Income
                          ---------     ------       ------    ---------     ------         ------
<S>                        <C>        <C>         <C>           <C>         <C>            <C>     
Basic                      $  .11     10,421,000  $1,166,000    $   .11     7,278,000      $774,000
Effect of stock options
   and warrants              --          682,000        --         (.01)      317,000           --
                           ------     ----------  ----------    -------     ---------      --------

Diluted                    $  .11     11,103,000  $1,166,000    $   .10     7,595,000      $774,000
                           ======     ==========  ==========    =======     =========      ========
</TABLE>

     D) Accounts Receivable
        -------------------

The retainage  included in accounts receivable which represents amounts withheld
by contract with respect to WMC accounts  receivable  was $2,643,000 at June 30,
1998.  The  Company  expects  to   collect  substantially   all  such  retainage


                                       8
<PAGE>

within one year.  Further,  costs  incurred  in excess of  billings  included in
accounts receivable is expected to be billed and collected currently.

     E) Acquisitions
        ------------

In the first quarter of 1998, the Company  acquired  Can-Am  Construction,  Inc.
("Can-Am") and Schenck Communications, Inc. ("Schenck") which provide aerial and
underground  construction and splicing services for both fiber optic and coaxial
cable to major telecommunications customers.

The  purchase  price was  approximately  $35 million and  consisted of 1,809,000
shares of common stock of the Company and approximately $15 million in cash. The
Company has classified as goodwill  approximately $27.4 million which represents
the cost in excess of the fair value of the net  assets  acquired.  Goodwill  is
being  amortized  using the  straight-line  method  over 20 years.  The  Schenck
purchase agreement contains provision for additional  payments by the Company to
Schenck  shareholders  to be satisfied by the issuance of the  Company's  common
stock and cash,  if  certain  adjusted  EBITDA  thresholds  are met for the year
ending  December  31,  1998.  There  is no cap for  such  provisional  payments.
One-half of the additional payment to Schenck  shareholders will be satisfied by
the  issuance of shares of common  stock  valued at $9.75 per share.  The second
half of the payment will be in cash.  Any additional  payments  earned under the
terms of the agreement will be recorded as an increase in goodwill.


     F) Enterprise Segment Information
        ------------------------------

The Company's operations have been classified into two business segments for the
six  months  and  three  months  ended  June  30,   1998,   Communications   and
Manufacturing,  respectively. Summary financial information for the two segments
is as follows:



<TABLE>
<CAPTION>
                                                               June 30, 1998
                                                               -------------
                                            Three Months Ended               Six Months Ended
                                            ------------------               ----------------

                                      Manufacturing   Communications   Manufacturing   Communications
                                      -------------   --------------   -------------   --------------
<S>                                    <C>             <C>              <C>             <C>         
Net sales                              $ 4,728,000     $ 30,435,000     $ 9,777,000     $ 49,625,000
Cost of sales, excluding
   depreciation                          3,078,000       22,736,000       6,517,000       38,087,000
                                       -----------     ------------     -----------     ------------
Gross profit, excluding
   depreciation                          1,650,000        7,699,000       3,260,000       11,538,000

Operating expenses,
   excluding depreciation                1,549,000        1,958,000       3,030,000        3,768,000
Goodwill amortization                         --            651,000            --          1,305,000
Non cash stock compensation                   --            678,000            --          1,064,000
Depreciation expense                        54,000        1,417,000         109,000        2,686,000
                                       -----------     ------------     -----------     ------------

Net interest and other income               46,000          615,000          92,000        1,197,000
                                       -----------     ------------     -----------     ------------
Pretax income                          $     1,000     $  2,380,000     $    29,000     $  1,518,000
                                       ===========     ============     ===========     ============

Capital expenditures                   $    42,000     $  2,692,000     $    66,000     $  7,420,000
                                       ===========     ============     ===========     ============
Property, plant and equipment, net     $ 1,333,000     $ 21,827,000     $ 1,333,000     $ 21,827,000
                                       ===========     ============     ===========     ============

Total assets                           $10,370,000     $113,153,000     $10,370,000     $113,153,000
                                       ===========     ============     ===========     ============

Total liabilities                      $ 5,047,000     $ 59,591,000     $ 5,047,000     $ 59,591,000
                                       ===========     ============     ===========     ============
</TABLE>

(1)  Segment  information  does not reconcile to consolidated  net income before
     tax due to net unallocated corporate expense of $22,000 which is the net of
     $15,000 in interest  income and $37,000 in stock option expense for the six
     months ended June 30, 1998.  For the three months ended June 30, 1998,  the
     net  corporate  difference  was $3,000 which is a net of $9,000 in interest
     income and $12,000 in stock option expense.



                                       9
<PAGE>

(2)  Excludes   inter-company  payables  of  $1,204,000  for  manufacturing  and
     $1,453,000 for communications segments, respectively at June 30, 1998.

     G) Long-Term Debt
        --------------

On January 2, 1998, the Company expanded its credit facilities with NationsBank,
NA. In  connection  with its  acquisition  of Can-Am and  Schenck,  the  Company
entered  into  an  aggregate  of  $15,016,000  in  new   acquisition   financing
facilities.  The facilities have a five-year  amortization rate for repayment of
the principal and include a balloon payment of  approximately  $2 million of the
acquisitions  financing  facilities in March 31, 1999,  based on 50% of net cash
flow - less debt  service - and an  additional  payment  of nearly $1 million in
December 31, 1999 with the remaining  principal  amount of the facilities  being
repaid in equal monthly  payments  through  December 31, 2002.  The  acquisition
financing bears an interest rate of LIBOR, plus 275 basis points.

During the six months ended June 30,  1998,  the Company  expanded  both its WMC
revolving  credit  facility  from  $4  million  to $15  million,  and  equipment
financing  facility from $3.5 million to $13 million,  generally  under the same
interest rates and covenants as the original lines of credit.

Further,  on January 2, 1998,  the Company  consummated a term loan to refinance
existing equipment financing  facilities at Can-Am and Schenck.  The proceeds of
this line were $2,400,000, are payable over 48 months, and bear an interest rate
at LIBOR, plus 165 basis points.

To hedge the variable  term loan  interest rate risk for $10 million in notional
amount of the acquisitions  financing facilities,  $3,700,000 in notional amount
of equipment financing and $2,400,000 in notional amount of the refinancing term
loan,  during the six months  ended June 30,  1998,  the  Company  entered  into
various  interest rate swaps  pursuant to which it pays fixed interest rates and
receives  variable  interest rates on the same notional  amount.  During the six
months ended June 30,  1998,  the Company  payment  under the three new interest
rate swaps aggregated  $21,000.  The Company had no receipts pursuant to the new
interest rate swaps.

     H) Litigation
        ----------

On December 13,  1991,  the Company was served with a complaint  from  Vitronics
Corporation  ("Vitronics"),  one of the Company's  competitors,  alleging patent
infringement   involving  its  reflow  soldering  ovens.   Vitronics  sought  an
injunction,  together with unspecified damages and costs. The claim was filed in
the United States Federal District Court, District of New Hampshire.

In  August  1995,  the  U.S.   District  Court  issued  a  directed  verdict  of
non-infringement  in the Company's  favor  regarding  method patent  #4,654,502.
Additionally,  a decision was reached on the  apparatus  patent  #4,833,301 by a
jury which found  non-infringement  on all past and current  Conceptronic ovens.
Vitronics  appealed the  directed  verdict on patent  #4,654,502  and the United
States Court of Appeals for the First Circuit ("Court of Appeals")  subsequently
reversed and  remanded the case for further  proceeding.  In October  1997,  the
Court of Appeals administratively dismissed the case.

In related  actions,  in April 1997,  the United States  Patent  Office  ("PTO")
rejected certain claims of Vitronics' patent  #4,654,502 as being  unpatentable.
This  decision by the PTO,  if upheld on appeal,  should  terminate  the pending
lawsuit. In December 1996, the Company named Vitronics and its Chairman and CEO,
James  Manfield  in a  lawsuit,  filed in  Superior  Court  of the  State of New
Hampshire,  citing malicious  prosecution and abuse of process.  The suit claims
that  Vitronics,  when it initiated  the 1991 patent  infringement  case against
Conceptronic, knew or should have known that the suit was without merit and that
claim  1  of  U.S.  Patent  #4,883,301  was  invalid,  unenforceable  and,  as a
consequence,  the patent was not infringed.  In November 1997,  Dover Industries
purchased Vitronics and succeeded in their interest.

In the  opinion of  counsel,  the  ultimate  outcome of this  litigation  cannot
presently be  determined.  Management of the Company  believes  that  Vitronics'
claim  is  without  merit  and  that  the  Company  will   ultimately   prevail.
Accordingly, no provision has been made in the accompanying financial statements
for any potential liability that might result.

     I) Subsequent Event
        ----------------

As of July 31,  1998,  the  Company  had  signed a letter of intent to  purchase
Underground  Specialties,  Inc. The consummation of the proposed  transaction is
contingent  upon the  completion  of due  diligence  analysis,  the signing of a
definitive  purchase and sale agreement,  approval of both companies'  boards of
directors and other conditions.



                                       10
<PAGE>



                              ARGUSS HOLDINGS, INC.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Prior to May 1997,  Arguss Holdings,  Inc. (the "Company")  operated as a single
entity under the name Conceptronic, Inc. On May 9, 1997, the shareholders of the
Company approved a plan providing for the internal  restructuring of the Company
whereby the Company became a holding company and its operating  assets were held
by wholly owned operating subsidiaries. Accordingly, on May 9, 1997, the Company
transferred  substantially all of its Conceptronic,  Inc.  operating assets to a
newly formed,  wholly owned  subsidiary of the Company,  and the Company changed
its name to  "Arguss  Holdings,  Inc."  The  subsidiary  then  adopted  the name
"Conceptronic,   Inc."  ("Conceptronic").   The  Company's  other  wholly  owned
operating  subsidiary is White Mountain Cable  Construction Corp.  ("WMC").  WMC
operates through its divisions - White Mountain, Can-Am, Rite, TCS and Schenck.

The Company conducts its operations through its wholly owned  subsidiaries,  WMC
and  Conceptronic.   WMC  is  engaged  in  the   construction,   reconstruction,
maintenance,  repair and expansion of communications  systems,  cable television
and data systems,  including  providing aerial and underground  construction and
splicing  of  both  fiber  optic  and  coaxial  cable  to  major  communications
customers.    Conceptronic    manufactures    and   sells    highly    advanced,
computer-controlled equipment used in the SMT circuit assembly industry.

THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997

The  Company had net income of  approximately  $1,166,000  for the three  months
ended June 30,  1998,  compared to net income of $774,000  for the three  months
ended June 30, 1997.  During the three months ended June 30, 1998 improvement in
earnings was due primarily to the profitable  results of WMC whose pretax income
was  $2,380,000,  compared to $1,426,000 in the  comparable  period in 1997. The
increase in pretax income is due primarily to the strong  quarterly  performance
of the  TCS and  Schenck  divisions  which  had  strong  performances  in  their
respective  construction  projects in Denver and the Pacific Northwest.  TCS and
Schenck are included in results only in 1998.

Net sales for the three  months  ended June 30, 1998  increased  $22,481,000  or
nearly three-fold to approximately  $35,163,000 from  approximately  $12,682,000
for the three months ended June 30, 1997 due  primarily  to the  acquisition  of
TCS, Schenck,  Can-Am and Rite (collectively  "Acquisitions") which had combined
sales of  $19,129,000.  Conceptronic's  sales  were  $400,000  below the  levels
achieved  for the  three  months  ended  June  30,  1997  due  primarily  to the
industry-wide  softening  of  activity  in the SMT  circuit  assembly  equipment
industry.  The  Company  expects a  softening  in  activity  in the SMT  circuit
assembly  equipment  industry during the third quarter which may have a negative
impact on Conceptronic's operating results.

Consolidated gross profit margin,  excluding depreciation,  was 27% of sales for
the three months ended June 30, 1998 compared to 35% for the  comparable  period
in 1997.  WMC's gross profit  margin was 25% for the three months ended June 30,
1998,  compared to 35% for the three months ended June 30, 1997.  The decline in
margins is due to the White  Mountain  division's  transition  costs incurred in
commencing projects in Dallas, Texas and Charlotte, North Carolina, which should
generate  improved  margins  beginning in the third  quarter.  Further,  the TCS
division's  mix of  business  has  historical  profit  margins in the low to mid
twenty percent range which is typically less than the gross profit margin levels
of the White Mountain  division's mix of business.  Conceptronic's  gross profit
margin  was 35% for the three  months  ended June 30,  1998 which is  relatively
consistent with the 34% gross profit margin  achieved for the comparable  period
in 1997.

Selling, general and administrative expenses for the three months ended June 30,
1998 were $3,903,000  compared to $2,063,000 for the comparable  period one year
ago.  The  increase  was largely due to the  Acquisitions  which  accounted  for
$1,757,000 in expenses of which $678,000 was non cash stock option expense.

Depreciation  expense was  $1,471,000  for the three  months ended June 30, 1998
compared to $240,000 for the three  months ended June 30, 1997 due  primarily to
WMC,  which  had  $1,417,000  of  depreciation  expense  due  to  new  equipment
acquisitions  to  perform  large   construction   projects.   WMC  has  expended
approximately  $14  million  for new  



                                       11
<PAGE>

capital  assets  in 1998  and  1997  which  are  amortized  over  sixty  months.
Acquisitions  had  depreciation  expense of $924,000  for the three months ended
June 30, 1998.

Goodwill amortization  increased to $651,000 for the three months ended June 30,
1998  from  $197,000  for the  three  months  ended  June  30,  1997  due to the
Acquisitions.

Net  interest  expense for the three  months  ended June 30,  1998 was  $649,000
compared to $91,000 for the comparable period one year ago. The WMC net interest
expense for the second  quarter of 1998 was  $603,000.  The  increase in amounts
outstanding under bank credit  facilities with respect to purchase  financing of
the Acquisitions,  equipment  acquisition lines and the revolving line of credit
resulted in increased aggregate net interest expense.  See Liquidity and Capital
Resources for a discussion of the Company's debt facilities.

Income tax expense  increased  from $753,000 to $1,212,000  due primarily to the
profitable operations of WMC.

SIX MONTHS ENDED JUNE 30, 1998, COMPARED TO SIX MONTHS ENDED JUNE 30, 1997

The Company had a consolidated net income of approximately  $393,000 for the six
months ended June 30,  1998,  compared to net income of  $1,392,000  for the six
months  ended June 30,  1997.  The  decrease in net income for the six months in
1998 when  compared  to 1997 is  primarily  due to the  impact of severe  winter
weather on cable construction  operations,  primarily in the northeastern United
States, and due to the fact that WMC has been focusing its resources to commence
several   significant,    regional,    multiple-year    contracts   with   major
telecommunications  companies.  During the six months ended June 30,  1998,  WMC
incurred  transition costs to relocate crews and equipment and set up operations
in several new locations.  Improved consolidated net sales, as well as operating
cost  efficiencies,  were attained  during the second quarter as these contracts
reached their revenue potential.  (See discussion of gross profit below.) In the
third  quarter,   the  Company   expects  to  continue  to  realize   increasing
profitability from maturing regional contracts,  but will also continue to incur
transition  costs  during  the  start-up  phases of  certain  large  West  Coast
contracts.

For Conceptronic,  the pre-tax income for the six months ended June 30, 1998 was
$29,000,  a  $367,000  increase  in  income  from  the same  period  in 1997 due
primarily to an increase of net sales of $1,048,000.  For WMC, pretax income for
the six months ended June 30, 1998 was  $1,518,000,  compared to $2,102,000  for
the comparable  period in 1997. WMC's pretax net income for the six months ended
June 30, 1998 was significantly  effected by goodwill amortization of $1,305,000
and non cash stock expense of $1,064,000 due primarily to stock options  granted
below market value to rank and file employees of the Acquisitions.  In contrast,
for the six months ended June 30, 1997,  goodwill  amortization was $393,000 and
non cash stock option expense was approximately $84,000.

Consolidated net sales for the six months ended June 30, 1998 were approximately
$59,402,000,  compared to approximately $21,658,000 for the comparable period in
1997, an increase of nearly three-fold due primarily to the Acquisitions,  which
accounted for $31,530,000 of the increase.  Operations of WMC owned for at least
one year had a net sales  increase of $5,602,000 or 30% for the six months ended
June 30,  1998.  For  Conceptronic,  net sales for the six months ended June 30,
1998 were $9,777,000,  a 12%, or $1,048,000  increase over the comparable period
in 1997.  For all WMC  operations,  net sales for the six months  ended June 30,
1998 were $49,625,000.

Consolidated gross profit margin,  excluding depreciation,  was 25% of sales for
the six months ended June 30, 1998 compared to 32% for the six months ended June
30, 1997. The decrease in margins is attributed to WMC which was in the start-up
phase for several large regional  cable  construction  contracts.  The impact of
adverse  weather  conditions,  in  comparison  to mild 1997 weather  conditions,
reduced  WMC's gross profit  margins.  With  respect to TCS which is  commencing
significant,  multiple-year projects in Orlando,  Florida and Denver,  Colorado,
TCS experienced reduced gross profit margins from historical  percentages due to
the costs associated with starting the large projects.  The reduced margins from
the  communications   segment  were  offset  in  part  by  improved  margins  at
Conceptronic,  which increased from 32% in the six months ended June 30, 1997 to
33% in the  comparable  period in 1998,  due  primarily  to a  favorable  mix of
margins on equipment sold.

Consolidated  selling,  general and  administrative  expenses for the six months
ended June 30, 1998 were  $7,358,000,  compared to $3,569,000 for the comparable
period in 1997.  The  increase  was largely due to the  Acquisitions,  which had
$3,350,000 in selling,  general and  administrative  expenses for the six months
ended June 30, 1998.

Depreciation  expense  increased to $2,795,000 for the six months ended June 30,
1998,  compared to $448,000 for the six months ended June 30, 1997 due primarily
to  WMC  which  made  fixed  asset  acquisitions  of $6,967,000  during calendar



                                       12
<PAGE>

year 1997, and $7,486,000 during the six months ended June 30, 1998. The capital
assets are amortized over sixty months. Further, the Acquisitions had $1,760,000
in depreciation  for the six months ended June 30, 1998.  Goodwill  amortization
increased to $1,305,000 from $393,000 in the comparable  period one year ago due
to the Acquisitions.

Net  interest  expense for the six months  ended June 30,  1998 was  $1,272,000,
compared to $146,000  for the  comparable  period in 1997.  The WMC net interest
expense increased to $1,197,000 for the six months ended June 30, 1998, compared
to $109,000 in the  comparable  period in 1997,  due to the  Acquisitions  whose
purchases  were partially  financed  through bank financing and due to equipment
financing lines for the above expanded capital assets acquisition program.  (See
discussion  of  expanded  bank  credit   facilities  in  Liquidity  and  Capital
Resources.)

Income tax expense  increased  to  $1,132,000  for the six months ended June 30,
1998 from $372,000 in the  comparable  period one year ago. The six months ended
June 30, 1997 reflect the reversal of valuation  allowances  primarily  recorded
against deferred tax assets.

LIQUIDITY AND CAPITAL RESOURCES

On January 2, 1998, the Company acquired Can-Am and Schenck which provide aerial
and  underground  construction  and  splicing  services for both fiber optic and
coaxial cable to major telecommunications customers.

The  purchase  price was  approximately  $35 million and  consisted of 1,809,000
shares of common stock of the Company and approximately $15 million in cash. The
Company has classified as goodwill  approximately $27.4 million which represents
the  cost in  excess  of the fair  value  of the net  assets  of WMC  which  was
accounted for as a purchase  transaction.  Goodwill is being amortized using the
straight-line  method over 20 years.  The Schenck  purchase  agreement  contains
provision for additional  payments by the Company to Schenck  shareholders to be
satisfied by the  issuance of the  Company's  common stock and cash,  if certain
adjusted  EBITDA  thresholds  are met for the year  ending  December  31,  1998.
One-half of the additional payment to Schenck  shareholders will be satisfied by
the  issuance of shares of common  stock  valued at $9.75 per share.  The second
half of the payment will be in cash.  Any additional  payments  earned under the
terms of the agreement will be recorded as an increase in goodwill.

Consolidated  net cash used by operations for the six months ended June 30, 1998
was  $2,816,000,  compared to net cash provided by operations of $551,000 in the
six months ended June 30, 1997.  The change in cash flow from  operations is due
to lower net income from cable  construction  operations in 1998 and the greater
sales  volume  of  construction   activity  which  caused  an  increase  in  WMC
receivables.  Net cash used for investing activities in the comparable period in
1998 was $21,122,000, compared to $10,860,000 in the second quarter of 1997. The
increase in investing  activities was primarily due to the  Acquisitions,  which
required  $13,799,000 in cash, as well as significant  expenditures  for capital
assets for new cable  construction  contracts which used $7,323,000 in cash. Net
cash flows provided by financing  activities was  $32,971,000 for the six months
ended June 30, 1998,  compared to  $1,546,000  for the same period in 1997 which
reflects  advances  from TCI for  contract  funding and bank  financing  used to
purchase the  Acquisitions,  as well as to expand the capital asset base for new
contracts in 1998.

The  Acquisitions  significantly  impacted various balance sheet accounts during
1998.  Accounts  receivable   increased   $14,579,000,   primarily  due  to  the
consolidation  of the  Acquisitions'  receivables,  as well as due to new  large
projects in their  initial  stages of billing.  Accounts  payable  increased  by
$2,305,000 due to the  Acquisitions  and costs of new contracts.  Long-term debt
increased   $17,847,000  due  primarily  to  the  use  of  $15,016,000  in  bank
acquisition  financing to acquire Can-Am and Schenck.  Unbilled  receivables for
materials  which  increased  by  $6,006,000,  relate to cable  system  component
equipment  acquired  in  connection  with TCI turn key  contracts  in Dallas and
Denver.

On January 2, 1998, the Company expanded its credit facilities with NationsBank,
NA. In  connection  with its  acquisition  of Can-Am and  Schenck,  the  Company
entered  into  an  aggregate  of  $15,016,000  in  new   acquisition   financing
facilities.  The facilities have a five-year  amortization rate for repayment of
the  principal  of the  acquisition  financing  facility  and  include a balloon
payment of  approximately  $2 million of the facilities in March 31, 1999, based
on 50% of net cash  flow - less  debt  service - and an  additional  payment  of
nearly $1 million in December 31, 1999 with the  remaining  principal  amount of
the facilities being repaid in equal monthly payments through December 31, 2002.
The  acquisition  financing  bears an  interest  rate of  LIBOR,  plus 275 basis
points.

During the six months ended June 30,  1998,  the Company  expanded  both its WMC
revolving  credit  facility  from  $4  million  to $15  million,  and  equipment
financing  facility  from $3.5  million to $13 million  under the same  interest
rates and covenants as the original lines of credit.



                                       13
<PAGE>

Further,  the Company  consummated a term loan to refinance  existing  equipment
financing  facilities  at Can-Am and  Schenck.  The  proceeds  of this line were
$2,400,000, are payable over 48 months, and bear an interest rate at LIBOR, plus
165 basis points.

To hedge the variable  term loan  interest rate risk for $10 million in notional
amount of the acquisitions  financing  facilities and the $2,400,000 in notional
amount of the  refinancing  term loan,  the  Company has  entered  into  various
interest rate swaps  pursuant to which it pays fixed interest rates and receives
variable interest rates on the same notional amount. During the six months ended
June 30, 1998,  the  Company's  payment  under the three new interest rate swaps
aggregated  $21,000.  The Company had no receipts  pursuant to the interest rate
swaps.

The Company had $15,000,000 in revolving  lines of credit with commercial  banks
of  which  $8,060,000  was  drawn  down as of June  30,  1998 to fund  increased
inventories, capital equipment purchases and working capital.

The Company continues to actively pursue acquisitions in the  telecommunications
construction  and  other   industries.   Subject  to  due  diligence  and  other
considerations,   the  Company's  commercial  credit  facilities  for  equipment
financing, revolving lines of credit and acquisition financing facilities may be
expanded. In the event that one or more satisfactory  acquisition candidates are
located,  the Company may seek to expand its existing credit facilities or issue
additional equity or subordinated debt.

The Company believes it has sufficient cash flow from  operations,  cash on hand
and availability under its credit line to meet its liquidity needs.

The Company's  cable  construction  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 WMC, 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.

YEAR 2000 DATE CONVERSION

The Year 2000 problem is the result of computer  programs being written with two
digits,  instead of four digits to define the  applicable  year.  The  Company's
management  initiated a company-wide  program to prepare the Company's  computer
systems for the Year 2000.  A  comprehensive  review of the  Company's  computer
systems and  software  has been  conducted  to identify the systems and software
that could be affected by this issue.  A plan to resolve this issue is currently
being  developed  and  implemented.  The Company  presently  believes  that with
modifications  to existing  systems and software,  and converting to new systems
and software as part of the Company's  effort to streamline its operations,  the
Year 2000 problem as it applies to the Company's own systems and software should
not pose a significant  operational problem to the Company. The financial impact
to the  Company  of  systems'  upgrades  to become  Year  2000-compliant  is not
believed to be  significant.  The Company plans to review the impact of the Year
2000 problem on its customers and suppliers.  There can be no guarantee that the
systems of other companies on which the Company's systems rely will be converted
on a timely  basis  or that a  failure  to  convert  by  another  company,  or a
conversion that is  incompatible  with the Company's  systems,  would not have a
material adverse effect on the Company.

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.



                                       14
<PAGE>


                              ARGUSS HOLDINGS, INC.


                                     PART II

                                Other Information





Items 1,2, 3, 4 and 5:  Not Applicable.

Item 6:  Exhibits and Reports on form 8-K

10(y) Sixth Amendment to Financing and Security Agreement,  dated June 26, 1998,
by and among Arguss  Holdings,  Inc., White Mountain Cable  Construction  Corp.,
Conceptronic, Inc. and NationsBank, NA.

(a)  11a Statement Regarding Computation of Per Share Earnings

     27 Financial Data Schedule


(b)  Reports on Form 8-K

          None.




                                       15
<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 Holdings, Inc.



     August 5, 1998               By:  /s/ Rainer H. Bosselmann
                                       -----------------------------------------
                                       Rainer H. Bosselmann
                                       Chief Executive Officer



     August 5, 1998               By:  /s/ Arthur F. Trudel
                                       -----------------------------------------
                                       Arthur F. Trudel
                                       Principal Financial Officer and Principal
                                       Accounting Officer






                                       16