<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

                         Commission file number 0-24510
                                               ---------

                         HOLMES PROTECTION GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                      06-1070719
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

Ninth Avenue, New York, New York                      10001-1695
----------------------------------------              ----------
(Address of principal executive offices)              (Zip Code)

                                 (212) 760-0630
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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

Number of shares of Common Stock, par value $.01 per share, outstanding as of 
August 12, 1997:  6,315,791.


<PAGE>


         Certain statements in this Quarterly Report on Form 10-Q/A constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All such forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company, or industry results, to be
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions;
cancellation rates of subscribers; competitive factors in the industry,
including additional competition from existing competitors or future entrants to
the industry; social and economic conditions; local, state and federal
regulations; changes in business strategy or development plans; the Company's
indebtedness; availability, terms and deployment of capital; availability of
qualified personnel; and other factors detailed in the Company's Annual Report
on Form - 10K/A for the fiscal year ended December 31, 1996.












                                        2


<PAGE>


                 HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
            FORM 10-Q/A FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
                                      INDEX
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION                                                                          PAGE NO.
<S>                                                                                                    <C>
Item 1.  FINANCIAL STATEMENTS

         Consolidated Statements of Operations for the three-month and six-month periods
         ended June 30, 1997 and 1996.....................................................................4

         Consolidated Balance Sheets as of June 30, 1997 and December 31, 1996............................5

         Consolidated Statements of Cash Flows for the six-month periods ended
         June 30, 1997 and 1996...........................................................................6

         Notes to Financial Statements....................................................................7

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................................................10

PART II OTHER INFORMATION

Item 6.  EXHIBITS ........................................................................................13

         Signatures.......................................................................................14


</TABLE>






                                        3
<PAGE>

Part 1 - Financial Information

Item 1.  Financial Statements

                 HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                (000's omitted, except earnings per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Three Months Ended                  Six Months Ended
                                                                 -----------------------------      ----------------------------
                                                                    June 30,         June 30,         June 30,         June 30,
                                                                     1997             1996             1997              1996
                                                                 -------------    ------------       ----------      -----------
                                                                           (Restated)                        (Restated)
<S>                                                              <C>              <C>                <C>             <C>
REVENUES:
    Monitoring and service                                       $      9,683     $    8,919         $  19,010       $   18,012
    Installation                                                        5,360          2,422             8,432            4,654
    Franchise royalties, product sales and other                        1,541          1,009             2,842            1,989
                                                                 -------------    -----------        ----------      -----------
                            Total revenues                             16,584         12,350            30,284           24,655

COST OF SALES (exclusive of depreciation
 and amortization shown below):
    Monitoring and service                                              4,999          4,318             9,761            8,869
    Installation                                                        3,229          1,144             5,077            2,117
    Franchise royalties, product sales and other                        1,214            918             2,339            1,823
                                                                 -------------    -----------        ----------      -----------
                            Total cost of sales                         9,442          6,380            17,177           12,809

Selling, general and administrative                                     5,693          3,649            11,029            6,844
Depreciation and amortization                                           2,795          2,769             5,463            5,432
Non-recurring charge                                                        -              -             1,500                -
                                                                 -------------    -----------        ----------      -----------
                                                                       17,930         12,798            35,169           25,085

               Loss from operations                                   (1,346)          (448)            (4,885)            (430)

Other income                                                                4              -                58               11

Interest expense, net                                                   (346)          (134)              (560)            (318)
                                                                 -------------    -----------        ----------      -----------


Loss before income taxes                                              (1,688)          (582)            (5,387)            (737)

Benefit  for income taxes                                               (506)          (194)            (1,616)            (104)
                                                                 -------------    -----------        ----------      -----------


            Net Loss                                             $    (1,182)     $    (388)         $  (3,771)      $     (633)
                                                                 =============    ===========        ==========      ===========



Loss per common share:                                           $     (0.20)     $   (0.09)         $   (0.64)     $     (0.14)
                                                                 =============    ===========        ==========      ===========

Weighted Average Shares Outstanding                                    5,925          4,459              5,883            4,459
                                                                 =============    ===========        ==========      ===========
</TABLE>

                            (See accompanying notes.)

                                        4

<PAGE>

                            HOLMES PROTECTION GROUP,
                             INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                (000's omitted)
<TABLE>
<CAPTION>



                                                                                  June 30,                   December 31,
                                                                                    1997                         1996
                                                                             --------------------         -------------------
                                                                                 (Unaudited)
                                                                                                 (Restated)
<S>                                                                                <C>                          <C>
                                     ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                                $               1,446        $                990
  Accounts receivable, less allowance for doubtful accounts of
    $990  in 1997 and $973 in 1996                                                         8,510                       5,333
  Inventories                                                                              3,360                       2,795
  Prepaid expenses and other                                                               3,726                       2,448
                                                                             --------------------         -------------------
               Total current assets                                                       17,042                      11,566
                                                                             --------------------         -------------------

FIXED ASSETS, net                                                                         48,318                      47,198
SUBSCRIBER CONTRACTS, at cost, less accumulated amortization
    of $26,666 in 1997 and $25,137 in 1996                                                25,664                      19,650
TRADENAMES, less accumulated amortization of $2,130 in 1997 and
    $2,045 in 1996                                                                         3,979                       4,063
OTHER ASSETS                                                                               8,612                       7,917
                                                                             --------------------         -------------------
                                                                           $             103,615        $             90,394
                                                                             ====================         ===================

                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current maturities of long-term debt                                     $               1,292        $                364
  Accounts payable and accrued expenses                                                    7,888                       7,290
  Deferred revenue                                                                         4,648                       3,969
  Customer deposits                                                                        2,909                       2,813
                                                                             --------------------         -------------------
               Total current liabilities                                                  16,737                      14,436
                                                                             --------------------         -------------------

LONG-TERM LIABILITIES:
  Long-term debt                                                                          18,663                       4,370
  Other long-term liabilities                                                              2,531                       2,503
  Deferred income taxes                                                                    8,691                      10,457
                                                                             --------------------         -------------------
               Total long-term liabilities                                                29,885                      17,330
                                                                             --------------------         -------------------

SHAREHOLDERS' EQUITY:
  Preferred stock, $1.00 par value; 1,000 authorized; none outstanding                         -                           -
  Common stock, $0.01 par value; 12,000 authorized shares; 6,070
      issued in 1997 and 5,835 issued in 1996                                                 61                          58
  Additional paid-in capital                                                             135,384                     133,251
  Accumulated deficit                                                                   (78,367)                    (74,596)
                                                                             --------------------         -------------------
                                                                                          57,078                      58,713
  Less- Treasury stock - 7 shares in 1997 and 1996 at cost                                  (85)                        (85)
                                                                             --------------------         -------------------
               Total shareholders' equity                                                 56,993                      58,628
                                                                             --------------------         -------------------
                                                                           $             103,615        $             90,394
                                                                             ====================         ===================


</TABLE>

                           (See accompanying notes.)

                                       5
<PAGE>

                 HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (000's omitted)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                                Six Months Ended
                                                                                          -----------------------------
                                                                                            June 30,          June 30,
                                                                                             1997              1996
                                                                                          ----------        ----------
                                                                                                    (Restated)
<S>                                                                                       <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES:
    Net Income (Loss)                                                                     $  (3,771)        $    (633)
    Adjustments to reconcile net income (loss) to cash provided by
      operating activities -
           Depreciation and amortization                                                      5,463             5,432
           Provision for doubtful accounts                                                       24               (58)
           Non-recurring charge                                                               1,500                --
           Deferred income taxes                                                             (1,766)             (204)
           Changes in operating assets and liabilities -
              (Increase) decrease in accounts receivable                                     (2,687)            1,107
              (Increase) decrease in inventories                                               (355)              167
              (Increase) decrease in prepaid expenses and other current assets               (1,277)              737
              Decrease in accounts payable and accrued expenses                                (358)           (1,811)
              Increase in customer deposits                                                      96               151
              Increase in deferred revenue                                                      356               171
              Decrease in pension and other liabilities                                        (210)             (536)
                                                                                          ----------        ----------
              Net cash (used in) provided by operating activities                            (2,985)             4,523
                                                                                          ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of fixed assets                                                                 (4,492)           (4,296)
    Acquisition of businesses, net of cash acquired                                          (6,365)               --
    Purchase of short-term investments                                                           --                --
    Maturities of short-term investments                                                         --             2,043
    Other                                                                                        (6)               --
                                                                                          ----------        ----------
               Net cash used by investing activities                                        (10,863)           (2,253)
                                                                                          ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from debt obligations                                                           13,800                --
    Proceeds from exercised stock options                                                       848                --
    Payment on other long-term debt                                                            (344)           (1,223)
    Payment on short-term borrowings                                                             --              (943)
                                                                                          ----------        ----------
               Net cash provided by (used in) financing activities                           14,304            (2,166)
                                                                                          ----------        ----------

               Net increase in cash and cash equivalents                                        456               104

CASH AND CASH EQUIVALENTS, beginning of period                                                  990               435
                                                                                          ----------        ----------

CASH AND CASH EQUIVALENTS, end of period                                                  $   1,446         $     539
                                                                                          ==========        ==========

CASH PAYMENTS FOR:
     Interest                                                                             $     306         $     337
     Income taxes                                                                         $     336         $     111

NON-CASH INVESTING AND FINANCING ACTIVITIES:
     Issuance of notes payable in connection with acquired businesses                     $     884         $      --
     Issuance of common stock in connection with acquired businesses                      $   1,288         $      --
</TABLE>

                            (See accompanying notes.)

                                       6
<PAGE>



                 HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
                      Notes to Interim Financial Statements

Note 1  Restatement

         Effective January 1, 1995, the Company changed its method of accounting
         for installation revenue with respect to the recording of
         non-refundable payments received from customers upon the completion of
         the installation of Company-owned systems. Previous to this change, the
         Company deferred the difference between these payments and the
         estimated selling costs and amortized such difference over the initial
         term of the non-cancelable customer monitoring and service contract
         (generally five years) (the "Deferral Method"). Following discussions
         with the staff of the Division of Corporation Finance of the Securities
         and Exchange Commission, in connection with a Registration Statement
         filed by the Company, the Company has determined to restate its
         consolidated financial statements for the interim periods of 1997 and
         the years ended December 31, 1996 and 1995 using the Deferral Method.
         Accordingly, the accompanying consolidated financial statements have
         been restated from those originally reported to reflect such
         determination. This Deferral Method of recording revenue had no impact
         on the Company's liquidity or cash flows. The following table provides
         selected summarized financial information illustrating the effect of
         the restatement on the Company's consolidated financial statements for
         the three months and six months ended June 30, 1997 and June 30,1996:

<TABLE>
<CAPTION>

                                                                       Three Months Ended

                                                      June 30, 1997                     June 30, 1996
                                             --------------------------------     -------------------
                                                As Originally                       As Originally
                                                   Reported       As Restated          Reported      As Restated
         ---------------------------------------------------------------------------------------------------------
             <S>                                     <C>                <C>               <C>            <C>
         Revenue                                    $16,665           $16,584           $12,191          $12,350

         Loss before income taxes                    (1,607)           (1,688)             (741)            (582)

         Net Loss                                    (1,125)           (1,182)             (483)            (388)

         Loss per common share                        (0.19)            (0.20)            (0.11)           (0.09)
         ----------------------------------------------------------------------------------------------------------

                                                                   Six Months Ended

                                                      June 30, 1997                     June 30, 1996
                                             --------------------------------     -------------------
                                                As Originally                       As Originally
                                                   Reported       As Restated          Reported      As Restated
         ----------------------------------------------------------------------------------------------------------

         Revenue                                    $30,315           $30,284           $24,483          $24,655

         Loss before income taxes                    (5,356)           (5,387)             (909)            (737)

         Net Loss                                    (3,749)           (3,771)             (736)            (633)

         Loss per common share                        (0.64)            (0.64)            (0.17)           (0.14)
         ----------------------------------------------------------------------------------------------------------
</TABLE>


                                        7

<PAGE>

Note 2 Financial Statements

         The restated consolidated statements of operations and statements of
         cash flows for the three month and six-month periods ended June 30,
         1997 and 1996 and the restated balance sheet as of June 30, 1997 have
         been prepared by Holmes Protection Group, Inc. ("Holmes" or "the
         Company") without audit. Certain information and footnote disclosures
         normally included in financial statements prepared in accordance with
         generally accepted accounting principles have been condensed or
         omitted. These consolidated results should be read in conjunction with
         the audited financial statements and notes thereto included in the
         Company's Annual Report on Form 10-K/A, filed with the Securities and
         Exchange Commission. Results of operations for the three-month and
         six-month periods ended June 30, 1997 are not necessarily indicative of
         the operating results expected for the full year. Interim statements
         are prepared on a basis consistent with year-end statements.

         In the opinion of management, the unaudited interim financial
         statements furnished herein include all adjustments necessary for a
         fair presentation of the results of the operations of the Company. All
         such adjustments are of a normal recurring nature, except for the
         $1,500,000 pretax charge relating to the outsourcing agreement
         termination (See Note 3).

Note 3 Outsourcing Agreement Termination

         On March 12, 1997, the Company announced that it had reached an
         agreement in principle (the "Agreement") with PremiTech to terminate
         its outsourcing agreement effective April 1, 1997. Changes in the
         Company's growth strategy and the sale by PremiTech of its alarm
         monitoring business in late 1995 led both parties to re-evaluate the
         outsourcing agreement. On April 1, 1997, pursuant to the Agreement, the
         Company paid $650,000 in cash and executed a noninterest bearing
         promissory note ("Note") in the amount of $1,000,000 payable to EDS in
         twenty quarterly installments of $50,000, beginning January 1, 1998.
         The Note is secured by an irrevocable letter of credit for $1,000,000.
         In addition, the Company agreed to lease certain computer equipment for
         a three year term with an option to purchase the equipment at the end
         of the lease for the fair market value. The Company has recorded a
         pretax charge of $1,500,000 in connection with the Agreement.

Note 4 Acquisitions

         In the first half of 1997, the Company acquired alarm companies for an
         aggregate purchase price of $6,365,000. In addition, the Company
         acquired three alarm companies in exchange for 91,775 shares of the
         Company's Common Stock. These acquisitions were accounted for using the
         purchase method of accounting. Accordingly, the purchase price was
         allocated based on their estimated values and the results of operations
         of the acquired entities have been included in the accompanying
         consolidated statements of operations from the respective dates of the
         acquisition. The allocation of estimated values is subject to final
         adjustments of purchase price. The results of operations for these
         acquisitions were not significant to the consolidated financial
         statements of the Company and therefore no pro forma financial data has
         been included.



                                        8



<PAGE>



Note 5 Recently Issued Accounting Standards

         In February 1997, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards (SFAS) No. 128, Earnings
         Per Share. This statement establishes standards for computing and
         presenting earnings per share (EPS), replacing the presentation of
         currently required primary EPS with a presentation of Basic EPS. For
         entities with complex capital structures, the statement requires the
         dual presentation of both Basic EPS and Diluted EPS on the face of the
         statement of operations. Under this new standard, Basic EPS is computed
         based on weighted average shares outstanding and excludes any potential
         dilution; Diluted EPS reflects potential dilution from the exercise or
         conversion of securities into common stock or from other contracts to
         issue common stock and is similar to the currently required fully
         diluted EPS. SFAS 128 is effective for financial statements issued for
         periods ending after December 15, 1997, including interim periods, and
         earlier application is not permitted. When adopted, the Company will be
         required to restate its EPS data for all prior periods presented. The
         Company does not expect the impact of the adoption of this statement to
         be material to previously reported EPS amounts.









                                        9


<PAGE>


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

Restatement

Effective January 1, 1995, the Company changed its method of accounting for
installation revenue with respect to the recording of non-refundable payments
received from customers upon the completion of the installation of Company owned
systems. Previous to this change, the Company deferred the difference between
these payments and the estimated selling costs and amortized such difference
over the initial term of the non-cancelable customer monitoring and service
contract (generally five years) (the "Deferral Method"). Following discussions
with the staff of the Division of Corporation Finance of the Securities and
Exchange Commission, in connection with a Registation Statement filed by the
Company, the Company has determined to restate its consolidated financial
statements for the interim periods of 1997 and the years ended December 31, 1996
and 1995 using the Deferral Method. Accordingly, the accompanying consolidated
financial statements have been restated from those originally reported to
reflect such determination. This Deferral Method of recording revenue had no
impact on the Company's liquidity or cash flows.

Three Months Ended June 30, 1997 Compared with Three Months Ended June 30, 1996

Revenues increased $4.2 million (34.3%) to $16.6 million in the second quarter
of 1997 from $12.4 million in the second quarter of 1996. This increase was
primarily attributable to an increase in installation revenue of $3.0 million
(121.3%) from $2.4 million in the second quarter of 1996 to $5.4 million in the
second quarter of 1997.

Cost of sales increased $3.1 million (48.0%) to $9.4 million in the second
quarter of 1997 from $6.4 million for the comparable period of 1996, due
primarily to increased installation costs related to the growth in related
revenue. Selling, general and administrative expenses increased $2.0 million
(56.0%) to $5.7 million from $3.6 million for the same period of 1996. This
increase is primarily related to costs associated with increased sales,
marketing and administrative support as the Company implements its nation-wide
growth strategy including its National Accounts operation. Depreciation and
amortization expense remained constant at $2.8 million in both the second
quarter of 1997 and the second quarter of 1996.

Loss from operations was $1.3 million for the second quarter of 1997 compared to
a loss of $0.4 million for the second quarter of 1996, primarily as a result of
the investment the Company has made in selling and marketing costs partially
offset by increased revenues and related cost of sales.

Six Months Ended June 30, 1997 Compared with Six Months Ended June 30, 1996

Revenues increased $5.6 million (22.8%) in the six months ended June 30, 1997 to
$30.3 million from $24.7 million in the six months ended June 30, 1996. This
increase was primarily attributable to an increase in installation revenue of
$3.8 million (81.2%). Increased revenues from the One Service business and
growth in the Company's recurring revenue base also contributed to the increase.
The Company's annual recurring revenue base increased from $35.0 million at
December 31, 1996 to $37.2 million at June 30, 1997, principally as a result of
recurring revenues acquired during the fourth quarter of 1996 and the first half
of 1997. The recurring revenue base at June 30, 1996 was $34.3 million.

Cost of sales increased 34.1% from $12.8 million in the six months ended June
30, 1996 to $17.2 million in the six months ended June 30, 1997. This increase
was primarily the result of increased installation costs related to the growth
in related revenue. Selling, general and administrative expenses were $11.0
million for the six months ended June 30, 1997 compared to $6.8 million for the
same period of 1996. This increase is primarily related to costs associated with
increased sales, marketing and administrative support as the Company implements
its nation-wide growth strategy including its National Accounts operation.
Depreciation and amortization expense was $5.5 million in the six months ended
June 30, 1997 compared to $5.4 million in the six months ended June 30, 1996.
Additionally, in the first quarter of 1997, the Company incurred a non-recurring
charge of $1.5 million related to the termination of its Outsourcing Agreement
with PremiTech (See Note 3).

Loss from operations reflected a loss of $4.9 million for the six months ended
June 30, 1997 compared to a loss of $0.4 million for the six months ended June
30, 1996, primarily as a result of the investment the Company has made in
selling and marketing costs and the non-recurring charge, as described above.

                                       10


<PAGE>

Liquidity and Capital Resources

Six months Ended June 30, 1997

Cash and cash equivalents increased by $0.4 million from $1.0 million to $1.4
million during the six months ended June 30, 1997. Net cash provided by
financing activities was $14.3 million, offset by cash utilized by operating
activities of $3.0 million and net cash utilized by investing activities of
$10.9 million.

Net cash utilized by operating activities of $3.0 million principally consisted
of cash provided by sales of electronic security services, adjusted for non-cash
charges for depreciation and amortization, an increase in accounts receivable
($2.7 million), a decrease in accounts payable and accrued expenses ($0.4
million), an increase in prepaid expenses and other current assets ($1.3
million), and an increase in deferred revenue ($0.4 million).

Net cash used in investing activities consisted primarily of acquisition costs
and the additions to Company-owned equipment on subscribers' premises and other
fixed assets.

Net cash provided by financing activities of $14.3 million during this period
consisted of bank borrowings of $13.8 million and proceeds from the exercise of
stock options of $0.8 million, offset by repayments of other long term debt
obligations of $0.3 million.


Future Commitments and Cash Requirements

Liquid assets available to the Company as of June 30, 1997 included cash and
cash equivalents of $1.4 million.

On August 30, 1996, the Company entered into a credit agreement (the "Credit
Agreement"), amended and restated as of December 31, 1996 and subsequently
amended as of January 1, 1997, with Merita Bank Ltd. and Bank of Boston
Connecticut (together, the "Banks") pursuant to which the Banks have agreed,
subject to the terms and conditions set forth therein, to provide a two-year $25
million revolving credit facility to the Company, the borrowings pursuant to
which would automatically convert into a five-year term loan on September 30,
1998. The Company's ability to obtain future borrowings under this credit
facility is contingent upon its compliance with various financial covenants,
tests and ratios, including those relating to (i) ratios of total debt to
EBITDA, (ii) ratios of total debt to recurring monthly revenue, (iii) minimum
debt service coverage, (iv) minimum net worth, (v) maximum capital expenditures
and (vi) maximum subscriber attrition rate (as defined in the Credit Agreement).
On June 30, 1997, the outstanding balance under the Credit Agreement was $18.3
million, including an outstanding irrevocable letter of credit of $1.0 million
(See Note 3).










                                       11
<PAGE>




On April 4, 1995, the Company entered into a ten-year, $51 million Outsourcing
Agreement with PremiTech Corporation ("Premitech"), a subsidiary of Electronic
Data Systems Corporation ("EDS"), which provided for PremiTech to assist in the
consolidation of the Company's central monitoring facilities, to manage the
Company's technological infrastructure and to perform certain of the Company's
administrative functions. On March 12, 1997, the Company reached an agreement in
principle (the "Agreement") with Premitech to terminate its Outsourcing
Agreement effective April 1, 1997. As a result, on April 1 1997, the Company
paid $650,000 in cash and executed a noninterest bearing promissory note
("Note") in the amount of $1,000,000 payable to EDS in twenty quarterly
installments of $50,000, beginning January 1, 1998. The Note is secured by an
irrevocable letter of credit for $1,000,000. In addition, the Company agreed to
lease certain computer equipment for a three year term with an option to
purchase the equipment at the end of the lease for the fair market value.

The Company believes that net cash provided by operations, together with funds
available under the Credit Facility, will enable it to meet its future cash
operating needs.

The forgoing information under this caption "Future Commitments and Cash
Requirements" is set forth as of August 14, 1997, the date of filing of the Form
10-Q being amended by this Form 10-Q/A. For current information relating to the
Company's liquidity and other matters set forth under such captions, see the
Company's Form 10-Q/A for the quarterly period ended September 30, 1997.






                                       12


<PAGE>



Part II - Other Information

Item 6.   Exhibits and Reports on Form 8-K

(a)      Exhibits:
                Exhibit-27 Financial Data Schedule Worksheet (For SEC Use Only).

(b)      No reports on Form 8-K were filed with the Securities and Exchange
         Commission during the quarter ended June 30, 1997.







                                       13



<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.

                                           HOLMES PROTECTION GROUP, INC.
                                                   (Registrant)


Date:  December 29, 1997                   /s/ George V. Flagg
                                           ------------------------------------
                                           George V. Flagg
                                           President and Chief Executive Officer




Date:  December 29, 1997                   /s/ Lawrence R. Irving
                                           ------------------------------------
                                           Lawrence R. Irving
                                           Vice President - Finance