UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

  (Mark One)
  [ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

 For the fiscal year ended February 29, 2000             or

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
      For the transition period from __________ to __________
                     Commission File Number: 0-1460

                                    ANDERSEN GROUP, INC.
                  (Exact name of Registrant as specified in its charter)

                Delaware                                   06-0659863
(State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

         515 Madison Avenue, New York, New York                   10022
      (Address of principal executive offices)                  (Zip Code)

                                 (212) 826-8942

               Registrant's telephone number, including area code

     Securities registered pursuant to Section 12(b) of the Act: NONE

     Securities registered pursuant to Section 12(g) of the Act:

 Name
of Each exchange

        Title of each class                               on which registered
        -------------------                              ----------------------
Common Stock, $.01 par value                            The NASDAQ Stock Market
10 1/2% Convertible Subordinated Debentures Due 2007

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,  and (2) has been subject to such filing  requirements
for the past 90 days.

                                            Yes   X                        No
                                                -----

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

The  aggregate  market  value  of the  Common  Stock,  $.01 par  value,  held by
non-affiliates  of the Registrant based upon the average bid and asked prices on
May 18,  2000,  as  reported  on The  NASDAQ  Stock  Market,  was  approximately
$12,239,000.  Shares of Common  Stock held by each  officer and  director and by
each  person  who owns 5% or more of the  outstanding  Common  Stock  have  been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate  status is not  necessarily  a conclusive  determination  for other
purposes.

As of May 16, 2000, there were 2,051,947 shares of Common Stock, $.01 par value,
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:


                   The exhibit index is located on page E-1


<PAGE>



                              ANDERSEN GROUP, INC.

                                    FORM 10-K

                                TABLE OF CONTENTS

   PART I.


   Item 1.   Business.........................................................3
   Item 2.   Properties.......................................................8
   Item 3.   Legal Proceedings................................................8
   Item 4.   Submission of Matters to a Vote of Security Holders.............10


   PART II.

   Item 5.  Market for Registrant's Common Equity and Related Stockholder
            Matters..........................................................10
   Item 6.    Selected Financial Data........................................10
   Item 7. Management's Discussion and Analysis of Financial Condition and
           Results ofOperations..............................................11
   Item 7a. Quantitative and Qualitative Disclosures about Market Risk.......18
   Item 8. Financial Statements and Supplementary Data.......................20
   Item 9. Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure..............................................41


   PART III.

   Item 10.  Directors and Executive Officers of the Registrant...............41
   Item 11.  Executive Compensation...........................................42
   Item 12.  Security Ownership of Certain Beneficial Owners and Management...47
   Item 13.  Certain Relationships and Related Transactions...................50


   PART IV.

   Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K..52


   Signatures.................................................................55


<PAGE>


PART I

ITEM 1.     BUSINESS.

General

     Andersen  Group,  Inc.,   referred  to  herein  as  the  "Company"  or  the
"Registrant",  was  incorporated  under the laws of the State of  Connecticut in
1951. On April 24, 1998, the Company re-incorporated to the State of Delaware.

The Company has  historically  made  investments  in companies  that operated in
several  highly  diverse  segments,  and  which  required  extensive  management
participation in operation and restructure.  These segments have included dental
distribution and manufacture,  electronics  manufacturing and supply businesses,
ultrasonic cleaning equipment,  communications electronics, medical products and
services and video products. Recently, the Company also made investments that do
not require extensive management  participation.  These passive investments have
included  investments in certain U.S.- based financial  institutions  and in the
securities  of Russian and Eastern  European  companies.  During the fiscal year
ended  February 29, 2000  ("FY2000")  the Company  sold its entire  portfolio of
U.S.-  based  financial   institutions  and  certain  of  its  Eastern  European
securities.

Since  1991  the   Registrant's   primary   investment,   currently   comprising
approximately 70% of the Company's total consolidated  assets, has been The J.M.
Ney Company ("JM Ney"), which historically  operated in three industry segments:
Electronics,  Ultrasonic Cleaning Equipment and Dental. In November 1995, JM Ney
sold the  assets  and  certain  liabilities  of the  Dental  segment.  Effective
February 28, 1998,  substantially  all of the assets of the Ultrasonic  Cleaning
Equipment segment were sold.

During the fiscal year ended  February  29,  1996,  the  Company  acquired a 50%
ownership   interest  in  ABC  Moscow  Broadband   Communication  Ltd.  ("Moscow
Broadband"),  formerly  known as Treglos  Investments  Limited,  a  Cyprus-based
company which had a 6% ownership interest in the Institute for Automated Systems
("IAS"), a Russian  telecommunications company which had plans to develop a data
transmission  network through the  Commonwealth  of Independent  States ("CIS").
During the fiscal year ended  February 28, 1999,  as a result of the collapse in
the market value for Russian securities, this investment in Moscow Broadband was
written down to $84,000, which was 10% of its then carrying value.

During FY2000, Moscow Broadband,  through the efforts of the Company,  developed
the  opportunity  to  participate  with OAO  Moskovskaya  Telecommunikatsionnaya
Corporatisiya  ("Moscow   Telecommunications   Company",  or  "COMCOR")  in  the
ownership,  funding and operation of ZAO ComCor-TV ("ComCor-TV") for the purpose
of  delivering  cable  television,  high-speed  data  transmission  and Internet
access, and IP telephony to up to 1,500,000 homes and businesses  throughout the
Moscow, Russia region.

In connection  therewith,  the Company invested an additional $4,000,000 in cash
into a private  placement of Moscow Broadband common stock and was credited with
$500,000 for costs  incurred from FY96 through FY00,  which it converted into an
additional  500 shares of Moscow  Broadband  common  stock.  As a result of this
private placement,  the Company's  ownership  percentage in Moscow Broadband was
diluted from 50% to 25%, but the Company has received irrevocable proxies from a
majority of the voting shares to control  Moscow  Broadband  shareholder  voting
matters until February 2, 2001.

Industry Segment Information

Financial  information regarding the Company's industry segments is contained in
Note 19 to the Registrant's  Consolidated Financial Statements contained in Item
8 herein.

Description of Business

During FY2000,  the Company operated in two business  segments,  Electronics and
Corporate.  The  Electronics  segment is comprised of the  activities of JM Ney.
Corporate  activities  are  comprised of  investment  activities.  As previously
noted, the Ultrasonic Cleaning Equipment segment was sold effective February 28,
1998,  and  has  been  treated  as a  discontinued  operation  in the  Company's
Consolidated Financial Statements.

Electronics Segment

Products.  The  Electronics  segment  is a  full-service,  materials  and  parts
supplier   to   various    automotive,    medical,    industrial    electronics,
telecommunications  and  military  market  segments.  JM Ney's fully  integrated
approach  includes not only the  manufacture  of metal alloys,  specializing  in
various trademarked precious metal alloys, but also the design,  engineering and
fabrication of custom precision products.  The fabrication  capabilities include
wire drawing, rolling from ingot to foil, precision turning, stamping, injection
and insert molding, as well as complex tool making.

JM Ney  specializes  in the  custom  engineering,  design and  manufacturing  of
precision  metal  contacts and insert molded  contact  assemblies and connectors
aimed at low amperage applications.  Electrical contacts made utilizing precious
metals, including gold, platinum, palladium and silver, are considered extremely
dependable  as the  materials  are inert and highly  resistant to corrosion  and
wear. In developing a finished contact or connector assembly, JM Ney's technical
staff works closely with customers,  typically on an engineer-to-engineer level,
in order to design a product  that meets all of the  metallurgical,  electronic,
dynamic  and  other  performance  specifications  required  for  the  customer's
applications.  JM Ney  designs  and builds the  necessary  molds and tools,  and
designs and manufactures the end product.  By controlling the total process,  JM
Ney believes it has a competitive  advantage over other companies in technology,
cost and response  time. JM Ney has attained ISO 9001  certification  and QS9000
certification  for the  manufacture of its products,  as well as approval by the
Japanese Industrial Standards (JIS) and meets "Good Manufacturing  Practices" of
the United States Food and Drug Administration.

In  connection  with the sale of the assets  and  liabilities  of the  Company's
Dental segment in November,  1995, JM Ney (and the Company,  solely for purposes
of a non-competition covenant) entered into a three-year manufacturing agreement
to alloy and fabricate precious metals for Ney Dental International, Inc. (NDI),
a successor  company to the  purchaser of JM Ney's dental  business.  As part of
this agreement,  JM Ney and the Company agreed,  for a ten-year  period,  not to
sell alloys, equipment or merchandise into the dental market that NDI serves. JM
Ney, however, is permitted to continue producing, selling and marketing precious
metal  copings and other  machined  and molded parts and material for use in the
dental  implant  industry.  Although  this  three-year  manufacturing  agreement
expired  in  November  1998,  JM  Ney  still  manufactures  products  for  NDI's
successor, but at significantly reduced levels.

Competition.  JM Ney's business has direct  competition from a limited number of
companies with regard to the manufacture of low amperage metal contacts, contact
assemblies, and molded connectors due to the extreme high precision and inherent
risks which  accompany the engineering and manufacture of precious metals (i.e.,
high start-up and inventory costs,  theft,  etc.).  While some competitors offer
similar products,  the Company believes that these operations lack the degree of
vertical  integration  to compete  effectively  across the  entire  spectrum  of
products.  JM Ney faces  competition  from companies such as  Polymetallurgical,
Cendres and Metaux, MicroContacts, and Brainin Advance Industries.

Sales and Marketing. JM Ney sells to more than 800 customers, with approximately
79% of its sales being made to customers in the United States. JM Ney's domestic
sales force includes both direct field sales and manufacturers'  representatives
located  in  key  geographic  markets.  Internationally,  JM Ney  sells  through
manufacturers' representatives,  independent distributors and original equipment
manufacturers.

During FY2000, sales to First Inertia,  Inc. comprised 17.7% of total net sales.
No other single customer accounted for more than 10% of the Company's net sales.
At  February  29,  2000,  JM Ney had booked  firm  orders  for future  shipments
totaling  $7,172,000,  which is a 39.3%  increase over the backlog of $5,148,000
recorded as of February 28, 1999.

Research and Development. During fiscal years 2000, 1999, and 1998, research and
development   expenses  from  continuing   operations   totaled   approximately,
$2,203,000, $1,888,000 and $1,444,000, respectively.

Sources and  Availability of Raw Materials and Components.  JM Ney purchases its
raw  materials,  including  precious  metals,  and  the  components  used in the
manufacture of its products from a number of domestic  suppliers,  and generally
is not dependent upon any single supplier.  JM Ney utilizes Russian palladium in
the manufacture of many of its products,  and despite recent  publicized  events
regarding  availability of palladium  shipments from Russia to the world market,
the Company  believes that its sources of supply are adequate for its continuing
needs.

Corporate Segment

The   Corporate   Segment  is  comprised  of  the   Company's   investment   and
administrative activities. This includes the management of the Company's trading
portfolios  and long-term  investments,  as described  below.  This segment also
includes the operations of Andersen  Realty,  Inc., which holds a 108,000 square
foot office  building in  Bloomfield,  Connecticut,  and the  monitoring  of the
Company's  continuing interest in the ultrasonic cleaning technology sold during
the fiscal year ended February 28, 1998. Such continuing interest is represented
by royalties received pursuant to a technology assignment agreement, as amended,
which  was  entered  into  with the  buyer of the  former  Ultrasonics  Cleaning
Equipment  segment.  During FY2000,  the Company  recognized  $42,000 of royalty
revenue pursuant to this agreement.

Trading  Portfolio.  At February  29,  2000,  the  Company  had a  portfolio  of
short-term investments with a carrying value of $926,000. The reported amount is
reflected  net of a $213,000  valuation  reserve to provide for  volatility  and
liquidity concerns relating to marketable investments in the Ukraine and Russia.
These  investments  include an investment in the FM Emerging  Russia Fund with a
net recorded value of $660,000,  a portfolio of common stocks of companies based
in the Ukraine, with a net recorded value of $191,000 and JM Ney's investment in
a Russian bond fund with a fair value of $75,000. JM Ney expects to realize this
investment during the next 12 months through the receipt of periodic liquidating
distributions.  A  portfolio  of common  stocks of  domestic  savings  banks and
certain  Eastern  European common stocks were sold during the most recent fiscal
year, thus significantly reducing the Company's overall trading portfolio.

See Note 3 to the Company's  Consolidated Financial Statements contained in Item
8 herein.

Moscow Broadband Communication Ltd.

Prior to the fourth  quarter of FY2000,  the Company  held a 50%  investment  in
Moscow  Broadband  whose  primary  asset  was a 6%  investment  interest  in the
Institute  for  Automated  Systems  ("IAS").  This  investment  was  recorded at
approximately  $84,000 due to a prior fiscal year writedown due to an other than
temporary  impairment in its value  reflecting  the collapse in the market value
for  Russian  securities.  During  FY2000,  Moscow  Broadband  entered  into  an
agreement  with Moscow  Telecommunications  Company to jointly own,  finance and
operate ComCor-TV  delivering cable  television,  data transmission and Internet
access, and IP telephony throughout the Moscow,  Russia region. Moscow Broadband
raised  $18  million  in cash in a private  placement  of its stock in which the
Company  participated  by investing  $4 million.  To fund this  investment,  the
Company used the proceeds from the sales of certain common stocks of U.S.- based
savings bank institutions,  and a $1 million loan from Oliver R. Grace, Jr., the
Company's President.

During FY2000,  the Company and the holders of the other 50% of Moscow Broadband
each contributed  $300,000 to fund expenses  incurred by Moscow  Broadband.  The
Company expensed its contributions  during FY2000. The $300,000 includes $39,000
of allocated salaries of Company employees who contributed time to assist in the
due diligence  procedures  for the ComCor-TV  transaction.  As a result of these
expenses,  and costs incurred and expensed in prior years in connection with the
Moscow Broadband private placement,  the Company was credited with an additional
$500,000 worth of Moscow Broadband stock.

The other original shareholders of Moscow Broadband, which include entities
formed for the benefit of Oliver R. Grace, Jr., John S. Grace or their families,
also  received  a total of  $500,000  worth of Moscow  Broadband  common  stock.
Messrs. Grace, Jr. and Grace are both employees and directors of the Company.

As a  result  of  this  investment,  the  Company  presently  owns  25%  of  the
outstanding common stock of Moscow Broadband. Each of the Company's Directors or
members of their families,  and one of its non-director officers invested in the
Moscow Broadband private placement.

See Note 7 to the Company's  Consolidated Financial Statements contained in Item
8 herein, and Certain Relationships and Related Transactions in Item 13.

VSMPO

During  FY2000,  the  Company  sold its  investment  in VSMPO,  a  Russian-based
producer and processor of titanium, for net proceeds of approximately  $317,000.
These  securities,  which had a cost basis of approximately  $1,225,000 had been
written down in the prior fiscal year to $122,500 due to an other than temporary
impairment in its value  reflecting the collapse in the market value for Russian
securities. A lawsuit against the Company and its Chairman was also withdrawn in
connection  with the sale.  See Note 8 to the Company's  Consolidated  Financial
Statements  contained in Item 8 herein,  and Certain  Relationships  and Related
Transactions in Item 13.

Discontinued Ultrasonic Cleaning Equipment Segment

Effective  February 28, 1998, the Company sold the net assets of Ney Ultrasonics
Inc. (Ney Ultrasonics) which until that date comprised the Company's  Ultrasonic
Cleaning Equipment  segment.  The Company received $2.4 million at closing while
additional  consideration  was dependent on the  finalization  of FY98 financial
information. The determination of the purchase price remained in dispute until a
settlement  agreement  was reached in February  1999,  resulting  in $400,000 of
additional  consideration  being paid to the  Company.  The  Company  expects to
receive further  consideration  during the next several years based on growth of
sales of certain products by the purchasers of this business.  See Note 5 to the
Company's Consolidated Financial Statements contained in Item 8 herein.

Compliance with Environmental Protection Laws

Management  of  the  Company   believes  that  the  Company  and  its  operating
subsidiaries are in material compliance with applicable federal, state and local
environmental regulations. Compliance with these regulations has not in the past
had any material  effect on the  Company's  capital  expenditures,  consolidated
statements  of  operations  or  competitive  position,   nor  does  the  Company
anticipate that compliance with existing  regulations  will have any such effect
in the near future.

Employees

As of April 30, 2000, the Company, including all subsidiaries, had 188 full-time
employees and two part-time employees. None of these employees is represented by
a labor  union,  and the  Company  is not  aware of any  organizing  activities.
Neither the Company nor any of its  subsidiaries has experienced any significant
work  stoppage due to any labor  problems.  The Company  considers  its employee
relations to be satisfactory.

Executive Officers of the Company

The Executive Officers of the Company and certain  significant  employees of its
subsidiaries are as follows:

<TABLE>
<CAPTION>

<S>               <C>               <C>                                                 <C>
------------------------------- -------- ----------------------------------------------------------- -----------------
                                                                                                     Officer

Name                            Age      Position                                                    Since

------------------------------- -------- ----------------------------------------------------------- -----------------
------------------------------- -------- ----------------------------------------------------------- -----------------
Francis E. Baker                70       Chairman and Secretary                                      1959
------------------------------- -------- ----------------------------------------------------------- -----------------
------------------------------- -------- ----------------------------------------------------------- -----------------
Oliver R. Grace, Jr.            46       President and Chief Executive Officer                       1997
------------------------------- -------- ----------------------------------------------------------- -----------------
------------------------------- -------- ----------------------------------------------------------- -----------------
Ronald N. Cerny                 48       President, The J.M. Ney Company                             1993
------------------------------- -------- ----------------------------------------------------------- -----------------
------------------------------- -------- ----------------------------------------------------------- -----------------
Andrew M. O'Shea                41       Chief Financial  Officer;  and Chief Financial Officer and
                                         Secretary, The J.M. Ney Company                             1995
------------------------------- -------- ----------------------------------------------------------- -----------------
------------------------------- -------- ----------------------------------------------------------- -----------------
Eugene E. Phaneuf               53       Vice  President - Engineering  and New Projects,  The J.M.
                                         Ney Company                                                 1996
------------------------------- -------- ----------------------------------------------------------- -----------------

</TABLE>

Except as set forth below, all of the officers and significant  employees of its
subsidiaries  have been associated  with the Company in their present  positions
for more than the past five years.

     Mr. Grace,  Jr. has been a Director of the Company since 1986 and President
and Chief Executive  Officer since June 1, 1997. Mr. Grace,  Jr. was Chairman of
the Company from March 1990 to May 1997. Mr. Grace,  Jr. has also been President
of AG Investors, Inc., one of the Company's subsidiaries, since 1992. Mr. Grace,
Jr. is a General  Partner of The Anglo  American  Security  Fund L.P. Mr. Grace,
Jr.,  is the  brother  of John S.  Grace,  a member  of the  Company's  Board of
Directors.

     Mr.  Baker became  Chairman on June 1, 1997.  He has been a Director of the
Company since 1959 and was President and Chief Executive Officer from 1959 until
May 1997. Mr. Baker is also the Secretary of the Company, a position he has held
since May 1997. Mr. Baker is also President of Moscow Broadband Communication.

     Mr. Cerny has served as President of JM Ney since November 1995. From April
1993 to November 1995, Mr. Cerny was the General Manager of JM Ney's Electronics
Division.  From 1988 until  joining JM Ney,  Mr.  Cerny  served as  Director  of
Operations  (1990-1993) and Director of Sales & Marketing (1988 to 1990) for the
Materials  Technology  Division  of Johnson  Matthey,  Inc.,  a precious  metals
fabricator.

     Mr.  O'Shea  joined the Company in  December  1995 as  Treasurer  and Chief
Financial  Officer of JM Ney. In November  1997 he was also  appointed  JM Ney's
Secretary,  and in  December  1999,  he was  appointed  as the  Company's  Chief
Financial  Officer.  From  1994  until  joining  the  Company,  Mr.  O'Shea  was
Vice-President  of Finance and  Administration  for the WorldCrisa  Corporation.
From 1990 to 1994,  Mr.  O'Shea  worked  for  Buxton  Co. in  various  financial
management   capacities,   including   Senior   Vice-President,    Finance   and
Administration. Mr. O'Shea is a Certified Public Accountant.

     Mr.   Phaneuf   joined   JM  Ney  in  1990.   He  was   promoted   to  Vice
President-Operations  of JM Ney in March 1996 and to Vice President- Engineering
and New Projects in December 1999. From April 1994 to February 1996, Mr. Phaneuf
was JM Ney's Director of Operations.  He was also Acting General  Manager of Ney
Ultrasonics  from April  1995  through  December  1996.  From 1990 to 1994,  Mr.
Phaneuf was JM Ney's Manager of Engineering and Manufacturing.

ITEM 2.    PROPERTIES.

The Company's  principal  executive  offices have been located in New York,  New
York since May 1998. The Company  subleases office space from an entity owned by
Oliver R. Grace, Jr., the Company's  President and Chief Executive  Officer,  at
lease rates that approximate market.

The Company's  subsidiary,  Andersen  Realty,  Inc.,  owns a 108,000 square foot
building  located in  Bloomfield,  Connecticut.  Portions of this  facility  are
leased to the present owner of its former Ultrasonic Cleaning Equipment segment,
as well as to third parties.

JM Ney owns a 100,000 square foot facility within a 16.5-acre industrial park in
Bloomfield,  Connecticut.  This site contains JM Ney's principal  operations and
general  administrative  offices.  The  Registrant  believes that its plants and
properties, and the production capacities thereof, are suitable and adequate for
its business needs of the present and immediately foreseeable future.

ITEM 3.    LEGAL PROCEEDINGS.

     Morton  International,  Inc. v. A.E.  Staley Mfg.  Co. et al. and  Velsicol
Chemical Corp. v. A.E. Staley Mfg. Co. et al.

As originally  reported in the Company's  Form 10-K for the year ended  February
28, 1997, in July 1996,  two companion  lawsuits were filed in the United States
District  Court for the District of New Jersey,  by various owners and operators
of  the  Ventron-Velsicol  Superfund  Site  (Site).  The  lawsuits,  which  were
subsequently  consolidated,  were filed  under the  Comprehensive  Environmental
Resource Compensation and Liability Act (CERCLA),  the Resource Conservation and
Recovery Act, the New Jersey Spill Act and New Jersey common law,  alleging that
the defendants (over 100 companies, including JM Ney) were generators of certain
wastes  allegedly  processed at the site.  The lawsuits  seek  recovery of costs
incurred and a declaration  of future  liability for costs to be incurred by the
owners and operators in studying and remediating the Site.

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

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

     James S.  Cathers and Sylvia Jean  Cathers,  his wife v. Kerr  Corporation,
Whip-Mix Corporation, The J.M. Ney Company and Dentsply Corporation, Inc.

As originally  reported in the Company's  Form 10-Q for the Quarter ended August
31,  1997,  in August  1997,  JM Ney was  included as a defendant in an asbestos
related civil action for negligence and product  liability filed in the Court of
Common Pleas of Allegheny  County,  Pennsylvania,  in which the Plaintiffs claim
damages in excess of $30,000 (the  jurisdictional  limit) from being  exposed to
asbestos and asbestos products alleged to have been manufactured and supplied by
the  defendants,  including  Ney's  former  Dental  Division,  while  one of the
Plaintiffs  worked in a dental lab from 1960 to 1986 at an unspecified  location
in  Pittsburgh,  Pennsylvania.  The  Plaintiffs  allege  that this  exposure  to
asbestos  and  asbestos  products  caused  the  wrongful  death  of  one  of the
Plaintiffs  from cancer  (mesothelioma).  The  Plaintiffs  have not provided any
specific  allegations of facts as to which  defendants may have  manufactured or
supplied  asbestos  and asbestos  products  which are alleged to have caused the
injury.

The Company has determined  that it has insurance that  potentially  covers this
claim and has called upon the  insurance  carriers to provide  reimbursement  of
defense costs and liability,  should any arise. As of this date, the Company has
no basis to  conclude  that the  litigation  may be  material  to the  Company's
financial  condition or business.  The Company intends to vigorously  defend the
lawsuit.

     Avisma  Titano - Magnesium  Kombinat  v. Dart  Management,  Inc.,  Andersen
Group, Inc., Francis E. Baker et al.

On August 18, 1999, Avisma Titano - Magnesium Kombinat ("Avisma"), an industrial
company  located in Berezniki,  Sverdlovsk,  Russian  Federation,  and organized
under  the laws of the  Russian  Federation,  filed  suit in the  United  States
District Court in New Jersey against numerous  shareholder  parties,  including,
among  others,  the Company and the  Company's  Chairman,  Francis E. Baker.  On
December 10,  1999,  Avisma  filed an amended  Complaint  in which,  among other
things,  the Company was dropped  from the lawsuit and is thus no longer a party
defendant. On February 28, 2000, the suit against Mr. Baker was dismissed.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
            ----------------------------------------------------
None.

                                     PART II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY

                   AND RELATED STOCKHOLDER MATTERS.

The  Registrant's  Common  Stock is traded on The NASDAQ  Stock Market under the
symbol (ANDR) with quotes supplied by the National Market System of the National
Association of Securities Dealers, Inc. (NASDAQ).

The approximate number of record holders of the Registrant's Common Stock on May
16, 2000 was 570.  The  Company's  high,  low and closing  sales  prices for the
common equity,  for each full quarterly period within the two most recent fiscal
years,  are included  below.  The stock prices  shown,  which were obtained from
NASDAQ,  represent  prices between  dealers and do not include  retail  markups,
markdowns or commissions and may not necessarily represent actual transactions.
<TABLE>
<S>                     <C>             <C>                     <C>
---------------------------------------------- --------------------- ------------------------ ----------------------
    Year ended February 29, 2000                       High          Low                             Close
---------------------------------------------- --------------------- ------------------------ ----------------------
    First Quarter                                     8 1/2                   2 5/8                   7 1/4
    Second Quarter                                    7 3/4                   5 1/8                   7 3/8
    Third Quarter                                     7 3/8                   3 3/4                   5 3/8
    Fourth Quarter                                   40                       4 1/4                  17 1/8
---------------------------------------------- --------------------- ------------------------ ----------------------


---------------------------------------------- --------------------- ------------------------ ----------------------
    Year ended February 28, 1999                       High          Low                             Close
---------------------------------------------- --------------------- ------------------------ ----------------------
    First Quarter                                     9 1/4                   5 3/4                   7 1/2
    Second Quarter                                    9                       4 5/8                   4 5/8
    Third Quarter                                     4 9/16                  2 5/8                   3 5/8
    Fourth Quarter                                    7 5/8                   2 11/16                 4
---------------------------------------------- --------------------- ------------------------ ----------------------

</TABLE>
The Company  has not paid  dividends  on its common  stock since the fiscal year
ended February 28, 1993, and it does not anticipate  paying any dividends in the
foreseeable future.

ITEM 6.    SELECTED FINANCIAL DATA.

The  following  table  summarizes  certain  financial  data with  respect to the
Company  and  is  qualified  in  its  entirety  by  the  Consolidated  Financial
Statements  of the Company  contained in Item 8 herein,  (amounts in  thousands,
except per share data).

<TABLE>
<CAPTION>

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

---------------------------------------------- ---------------- ----------------- -------------- --------------- ---------------
Years Ended February                                   2000             1999             1998           1997            1996
---------------------------------------------- ---------------- ----------------- -------------- --------------- ---------------
Revenues1                                           $30,311          $23,600          $28,868         $20,501        $19,437
(Loss) income from continuing
 operations1                                           (987)          (2,964)           1,770             334         (1,921)
Net (loss) income                                      (987)          (3,080)           2,212             299          1,933
(Loss) income applicable to
 common shareholders                                 (1,349)          (3,465)           1,772              22          2,389
(Loss) income from continuing
 operations per common share,
 diluted                                             (0.70)            (1.74)              .68             .03        (.76)
(Loss) income per common share,
 diluted                                             (0.70)            (1.80)              .91             .01         1.23
Depreciation, amortization and
 accretion                                            1,466            1,434            1,480           1,419          1,887
Total assets                                         37,118           37,119           44,771          37,677         38,798
Total debt                                           15,056           13,857           14,537          10,119          8,485
Redeemable preferred stock                                -                -                 -          4,891          5,280
Common and other stockholders'
 equity2                                             15,262           16,429           20,196          13,647         13,625
Book value per common share                             5.59             6.18             7.97           7.05          7.04
---------------------------------------------- ---------------- ----------------- -------------- --------------- ---------------

1 Revenues and (loss) income from continuing operations,  exclude the results of
operations of the Company's Ultrasonic Cleaning Equipment and Dental segments as
a result of their sales in February  1998 and  November  1995,  respectively.  2
2000,  1999  and  1998  amounts  include  preferred  stock  as a  result  of the
elimination of its mandatory redemption provisions.

</TABLE>


<PAGE>


ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS

                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

2000 VS. 1999

For the year ended  February  29, 2000 (FY00),  the Company  incurred a net loss
applicable to common shareholders of $1,349,000, or $(0.70) per share, basic and
diluted.  During the fiscal year ended  February  28, 1999  (FY99),  the Company
reported net loss applicable to common  shareholders  of $3,465,000,  or ($1.80)
per share basic and diluted.

Revenues

Total revenues of $30,311,000 for FY00 were 28.4% higher than total revenues for
FY99.  The increase was due to a $4,705,000  improvement  in  Investment  Income
(Loss) and Other  Income,  and a 7.5%  increase  in net sales from The J.M.  Ney
Company (JM Ney).

During FY00, JM Ney's sales of  $28,844,000  represent an increase of $2,006,000
over the sales levels reached in FY99. Such sales increase  primarily  reflected
the  pass-through  effect of increased  selling  prices for products  containing
palladium  as a result of higher  market  prices  for this  particular  precious
metal.  During FY00,  the average  market value for palladium was  approximately
$392 per troy ounce,  compared to approximately $302 per troy ounce during FY99.
During each of the last three  years,  the market price for  palladium  has been
both volatile and generally increasing. During FY00, the products sold by JM Ney
contained   approximately  23,300  troy  ounces  of  palladium  as  compared  to
approximately 24,000 ounces shipped in products for FY99.

Fabrication  sales during FY00 to JM Ney's former Dental affiliate were $650,000
lower  than FY99 as a result of the  expiration  of an  exclusive  manufacturing
agreement  entered into in  connection  with the  November  1995 sale of the net
assets of the former Dental segment.  Such fabrication  sales generally  involve
much  lower  material  components  of cost of  sales,  and  thus  have a  higher
proportional contribution to absorbing fixed manufacturing overhead costs.

Activities which comprise  Investment  Income (Loss) and Other Income produced a
net gain of  $1,467,000  during  FY00,  as compared to a net loss of  $3,238,000
which was incurred during FY99, as follows (in thousands):

<TABLE>
<S>                                                                                     <C>             <C>
                                                                                     FY00          FY99

Net loss from domestic investment portfolio                                       $(605)        $  (725)
Net gain (loss) from Russian and Eastern European portfolio                         680          (2,213)
Realized gain (write-down) of long-term Russian investments                         195          (1,609)
Interest and dividends                                                              277             349
Rental income                                                                       376             482
Ultrasonic royalty revenue                                                           42              60
Other, net                                                                          502             418
                                                                              ---------       ---------
                                                                                 $1,467         $(3,238)
                                                                                 ======         =======
</TABLE>
The domestic  portfolio  loss in FY00 is  comprised  of net  realized  losses of
$610,000 from the Company's portfolio of savings bank stocks, $5,000 of realized
gains from JM Ney's purchase and sale of two securities. The sale of investments
in a Polish-based  bank,  appreciation  in the value of a portfolio of Ukrainian
securities,  and the increase in value of a Russian  equity fund  contributed to
the gains in the Russian and Eastern  European  portfolio.  The Company sold its
investment in VSMPO,  which resulted in the realization of a gain from the prior
year's recorded value.

During FY99,  the market value for Russian  securities  decreased  significantly
resulting in an unrealized decline of 78% in the Company's portfolio of Russian,
Ukrainian and Polish trading investments.  In addition, a JM Ney investment in a
Russian bond fund  declined in value by  approximately  $299,000,  or 60% of the
original  investment.  The  Company  also wrote down the value of its  long-term
investments  in IAS and  VSMPO due to the  Russian  market  conditions,  and the
perceived  impact  on  the  Company's   ability  to  realize  value  from  these
investments in the near term.

Cost of Sales

Cost of sales during FY00 totaled  $21,181,000,  or 73.4% of net sales,  as
compared  to  $18,255,000,  or 68.0% of net sales in FY99.  The decline in gross
margins  from  32.0% to 26.6% was the  result  of the  previously  noted  higher
palladium  prices  which were passed  through to customers in the form of higher
selling prices without a  commensurate  margin markup.  Gross margins from sales
totaled  $7,663,000,  which is $920,000 less than the gross margins reported for
the prior year. This decrease of $920,000  consisted of $1,237,000 of losses due
to the  combination of higher  precious metal  acquisition  prices and increased
pension  costs  compared  to prior  year,  net of an  increase  in margins  from
operations of $317,000.

Due to rapidly  escalating  palladium prices during the final few weeks and
days of FY00, JM Ney's metals management strategies were re-focused with the aim
of  controlling  cash flow.  Accordingly,  cost of sales includes two components
that  management   associates  with  metals  management  rather  than  operating
performance- a LIFO gain of $1.4 million  resulting from reductions in inventory
quantities  which were  recorded at prices  substantially  less than the current
prevailing  prices as required by the LIFO method of accounting;  and additional
charges to cost of sales totaling $1.8 million  consisting of managed changes in
the LIFO reserve from higher current precious metal prices and expenses relating
to the precious metals hedging program.  In FY99, JM Ney recognized  $349,000 of
LIFO gains from a decrease in its palladium  inventory levels.  For FY00, JM Ney
would have recognized a net gain of $952,000 from these activities,  except that
a net expense of approximately $1,356,000 was created during the during the last
week of the fiscal year when 2,000  ounces of palladium  consignment  borrowings
were paid down and 800  ounces of  platinum  were  purchased,  each by using the
deferred payment metal loan feature of the revolving credit agreement JM Ney has
with its primary lender.  The value of such deferred payment  obligations varies
with the market price of the underlying  metals on which the loan is based,  and
is  reflected  as  a  liability  in  the  Consolidated   Balance  Sheet.   These
transactions lowered the amount of the LIFO gains that would have otherwise been
recognized  by  approximately  $522,000,  and created an  additional  expense of
$834,000  based upon the market price for the metals in relation to the standard
price of the metals as of the beginning of the fiscal year.  These  transactions
did not change JM Ney's net  economic  exposure to price  fluctuations  in these
metals, so this increased  expense is indirectly  reflected within the increased
LIFO reserve at February 29, 2000.

Cost of sales was also  affected  in FY00 by  $116,000  of pension  expense,  as
compared to pension income of $368,000 that was recorded for FY99. This negative
swing of $484,000,  or 1.7% in margin rate,  was caused by actuarial  assumption
changes and  investment  losses  incurred by the  Company's  overfunded  defined
benefit plan.

During FY00,  sales of precious metal  materials in the form of wire,  strip and
rod,  represented  30.4% of sales,  as  compared  to 33.1%  for  FY99.  Material
products generally have lower average gross margins, due to the commodity nature
of this product class,  versus highly  engineered  parts and  components,  which
involve more value-added processing and higher gross billing margins.

Selling, General and Administrative Expenses

Selling,   general  and  administrative   expenses  of  $6,815,000  during  FY00
represents a 10.5%  increase from the costs of $6,170,000  incurred in the prior
fiscal year.  Corporate level costs increased  primarily as a result of $300,000
of expenses incurred to support the negotiation of the joint venture arrangement
with Moscow  Telecommunications  Company (COMCOR) and Moscow Broadband, of which
the  Company is  currently  a 25%  shareholder,  and  related  travel  cost.  In
addition,  JM Ney's expenses increased by approximately  7.5%, much of which was
relating to higher sales and marketing costs.

Research and Development Expenses

Research and development expenses increased 16.7% to $2,203,000,  or 7.6% of net
sales,  compared to  $1,888,000,  or 7.0% of net sales in FY99. The increase was
attributable  to effort  expended  to  develop  new  alloys  and expand JM Ney's
technical  competencies  in  meeting  the  changing  requirements  of its target
markets, and to approximately  $240,000 of costs that were formerly allocated to
product costs.

Interest Expense

Interest  expense  of  $1,725,000  during  FY00  was  slightly  lower  than  the
$1,735,000 of interest expense  incurred during FY99. JM Ney incurred  increased
interest expense on increased outstandings on its consignments borrowings, which
also resulted in higher interest costs due to the increase in both the price and
the lease rates for these  borrowings.  Corporate  level  interest cost declined
primarily as a result of lower  average  principal  outstandings  on the 10 1/2%
subordinated debentures.

Income Taxes

An income tax benefit of $626,000  was  recorded  for FY00 which  represents  an
effective tax rate of 38.8%,  as compared to an income tax benefit of $1,484,000
for FY99,  which  represents an effective  income tax benefit rate of 33.4%. The
increase in the  effective  tax rate was  primarily  due to  utilization  of tax
credits.

Preferred Dividends

During FY00, the Company incurred $362,000 of preferred dividends as compared to
$385,000 which were incurred in the prior fiscal year. The decline was primarily
due to conversions of preferred shares into common shares in the fourth quarter.

1999 vs. 1998

For the year ended  February  28, 1999 (FY99),  the Company  incurred a net loss
applicable to common shareholders of $3,465,000, or $(1.80) per share, basic and
diluted.  During  the  prior  fiscal  year,  the  Company  reported  net  income
applicable to common  shareholders  of  $1,772,000,  or $.92 per share basic and
$.91 diluted.

Revenues

Total revenues of $23,600,000 for FY99 were 18.2% lower than total revenues from
continuing  operations  reported  for the fiscal  year ended  February  28, 1998
(FY98). The decline was due to a $6,709,000 decrease in Investment Income (Loss)
and Other  Income,  which was  partially  offset on a 5.7% increase in net sales
from The J.M. Ney Company (JM Ney).

During  FY99,  JM Ney's  sales  increased  by  $1,441,000.  Such sales  increase
primarily  reflected the  pass-through  effect of increased  selling  prices for
products  containing  palladium  as a result of higher  market  prices  for this
particular  precious metal.  During FY99, the average market value for palladium
was approximately  $302 per troy ounce,  compared to approximately $198 per troy
ounce during FY98.  During each of the last two years,  the market for palladium
has been both volatile and generally increasing.  During FY99, the products sold
by JM Ney contained approximately 24,000 troy ounces of palladium.

Overall sales growth was hampered by (i) the General Motors labor strike,  which
reduced  demand for many of JM Ney's  products  that are sold to the  automotive
industry;  (ii) the expiration of an exclusive  manufacturing  contract with the
Company's  former Dental  segment which resulted in a sales decline of $280,000;
and (iii) delays in the  implementation  of several sales  programs to customers
who had  purchased  the  required  tooling  from JM Ney but did not  request the
anticipated level of parts production.

Activities which comprise  Investment  Income (Loss) and Other Income produced a
net loss of $3,238,000  during FY99,  versus income of $3,471,000 during FY98 as
follows (in thousands):

<TABLE>

<S>                                                                                          <C>          <C>


                                                                                           FY99                  FY98
                                                                                           ----                  ----
Net (loss) gain from domestic investment portfolio                                     $   (725)               $1,759
Net (loss) gain from Russian and Eastern European
  Portfolio                                                                              (2,213)                  665
Write-down of long-term Russian investments                                              (1,609)                    -
Interest and dividends                                                                      349                   228
Rental income                                                                               482                   376
Ultrasonic royalty revenue                                                                   60                     -
Gain from Digital GraphiX                                                                    24                   196
Other, net                                                                                  394                   247
                                                                                      ---------            ----------
                                                                                        $(3,238)               $3,471
                                                                                        ========            =========

</TABLE>

The domestic  portfolio loss is comprised of net realized and unrealized  losses
of $861,000  from the  Company's  portfolio of savings  bank  stocks,  $4,000 of
losses from the sale of municipal bonds and a net gain of $140,000 from the sale
of the  Company's  investment in Centennial  Cellular.  During FY99,  the market
value for Russian securities decreased  significantly resulting in an unrealized
decline of 78% in the  Company's  portfolio  of  Russian,  Ukrainian  and Polish
trading  investments.  In addition,  a JM Ney  investment in a Russian bond fund
declined in value by approximately  $299,000, or 60% of the original investment.
The Company also wrote down the value of its  long-term  investments  in IAS and
VSMPO due to the Russian  market  conditions,  and the  perceived  impact on the
Company's ability to realize value from these investments in the near term.

During  FY98,  increases  in both the  domestic  and  Eastern  European  markets
resulted in unrealized  appreciation  in the value of the  Company's  investment
portfolio.

Cost of Sales

Cost  of  sales  totaled  $18,255,000,  or  68.0%  of  net  sales,  compared  to
$17,040,000,  or 67.1% of net sales in FY98.  The decline in gross  margins from
32.9% to 32.0% was the result of the previously  noted higher  palladium  prices
which were passed on in the form of higher selling prices without a commensurate
margin markup.

During FY99,  sales of precious metal  materials in the form of wire,  strip and
rod,  represented  33.1% of sales,  as  compared  to 31.8%  for  FY98.  Material
products generally have lower average gross margins, due to the commodity nature
of this product class,  versus highly  engineered  parts and  components,  which
involve more value-added processing and higher gross billing margins. This sales
mix, and the resultant  underabsorption  of operating  expenses,  contributed to
lower average gross margins during FY99 compared to the prior year.

The FY99 margin decline was somewhat offset through  expanded metals  purchasing
programs that included  forward  purchases of palladium and sales of put options
for  the  purchase  of  palladium  as a hedge  against  JM  Ney's  manufacturing
requirements.  In  addition,  JM Ney  reduced  its  inventory  of  palladium  by
approximately  2,600 troy ounces which resulted in a LIFO gain of  approximately
$349,000  when  measured  against the  beginning  of the fiscal  year  palladium
prices. Pension income component of cost of sales resulted in income of $368,000
of income in FY99, as compared to $391,000 of such income for FY98.  One further
element  contributing to offsetting  narrower margins was a reclassification  of
approximately   $240,000  in   engineering   costs  to  more  properly   reflect
management's analysis of costs that related to the manufacture of its products.

Selling, General and Administrative Expenses

Selling, general and administrative expenses of $6,170,000 during FY99 represent
a modest  decline from the costs  incurred in the prior fiscal year. The Company
incurred costs in FY99 totaling  $481,000 to convert JM Ney's primary  operating
software to be Y2K  compliant;  $128,000 of such costs  incurred in FY98.  Lower
legal fees and corporate level compensation  expense  contributed to the overall
decline in these costs.

Research and Development Expenses

Research and development expenses increased 30.7% to $1,888,000,  or 7.0% of net
sales,  compared to  $1,444,000,  or 5.7% of net sales in FY98. The increase was
attributable  to effort  expended  to  develop  new  alloys  and expand JM Ney's
technical  competencies  in  meeting  the  changing  requirements  of its target
markets, and to approximately  $240,000 of costs that were formerly allocated to
product costs.

Interest Expense

Interest expense of $1,735,000  during FY99 was 49.2% higher than the $1,163,000
of interest expense incurred during FY98. Most of the increase relates to a full
year of interest on a $7.5 million  subordinated note which JM Ney issued during
the fourth  quarter of FY98.  In addition,  JM Ney incurred  increased  interest
expense on high  interest  rate  palladium  leases  which served to hedge market
risk,  primarily  attributable to its refining  operations.  Such interest costs
were  offset by charges to JM Ney's  refining  customers  that were  included in
Other Income.

Income Taxes

An income tax benefit from continuing  operations of $1,484,000 was recorded for
FY99 which  represents  an effective  tax rate of 33.4%.  The  $4,547,000 of net
capital  losses  during FY99 was  comprised  of $482,000 of realized  investment
gains and $5,029,000 of net change in unrealized losses. As a result, $1,076,000
of the tax benefit is being deferred.

Discontinued Operations

In February 1999, the Company  reached a settlement  agreement with the buyer of
the net assets of its  Ultrasonics  segment which it had sold as of February 28,
1998.  Under the terms of this  settlement,  the  Company  received  $400,000 of
previously escrowed funds in addition to the $2.4 million it had received at the
closing.  In addition,  the Company also  granted the buyer  certain  allowances
against current-year and future royalty payments.  As a result of the settlement
and costs incurred leading to the agreement,  the Company  recognized a net loss
from  the sale of this  segment  of  $116,000,  net of  $71,000  of  income  tax
benefits.

In the prior year,  the Company had recorded a gain of $97,000 on this sale, net
of $84,000 of income taxes.

Preferred Dividends

During FY99, the Company incurred $385,000 of preferred dividends based upon the
revised terms of $1.50 per share.  During FY98, a total of $477,000 in dividends
and  discount  accretion  were  accrued  based on former  terms  under which the
preferred dividends were linked to the operating results of JM Ney.

                         LIQUIDITY AND CAPITAL RESOURCES

At February  29,  2000,  consolidated  cash and  marketable  securities  totaled
$2,780,000, which is a decrease of $5,775,000, or 67.5%, from February 28, 1999.
During  FY00,  the  Company  used  the  proceeds  from the  sales of  marketable
securities and long-term  investments to make  additional  investments in Moscow
Broadband,  for the purpose of funding the  operations of ComCor-TV,  which is a
Moscow-based  company that is jointly owned by Moscow  Broadband and COMCOR.  In
addition,  JM Ney's capital  expenditures of $2,118,000 utilized cash during the
year.

Under the terms of its $7.5 million  subordinated  note  agreement and revolving
credit  agreement  with a  commercial  bank,  JM Ney is  restricted  from making
payments to the Company except as defined.  The defined  payments are subject to
JM  Ney's  meeting   certain   financial   covenants.   At  February  29,  2000,
approximately  $573,000 of such payments were  restricted  from being made under
such provisions of the loan  agreements.  At February 29, 2000, JM Ney's working
capital  was  approximately  $6,810,000  or 74.0% of  consolidated  net  current
assets, and its net worth, net of net liabilities to the Company, including a $4
million subordinated note payable, totaled $6,540,000, or 42.9% of the Company's
consolidated total shareholders' equity.

The  Company is  dependent  upon  defined  payments  from JM Ney,  which in FY00
totaled  $347,000,  net of restrictions,  to meet its debt service and preferred
dividend  obligations.  Going  forward,  the Company  believes it can meet these
requirements  from  future  payments  from JM Ney,  and  from  the  proceeds  of
liquidations of existing investments, although there can be no assurance that JM
Ney will be able to make payments, or a sufficient level of payments, nor of the
Company's  ability  to sell and  receive  sufficient  proceeds  from the sale of
investments.  In April 2000,  the Company  borrowed a total of $250,000 from its
Chairman and its President  under both secured and unsecured  agreements to meet
its preferred dividend and interest payment requirements.

During  FY00,  the prices of the  precious  metals  that JM Ney  utilizes in the
alloying  and  manufacturing  of  its  products  again  experienced  significant
volatility.  Primarily as a net result of an increase of approximately  $330 per
ounce of the palladium content of its inventory, JM Ney's LIFO reserve increased
by $1,890,000,  net of the liquidation of LIFO layers. This adjustment allows JM
Ney to maintain the net recorded value of these  inventories at their historical
values for both financial reporting and tax reporting purposes.

In June 1998, SFAS No. 133  "Accounting  for Derivative  Instruments and Hedging
Activities"  was  issued.  SFAS No.  133  requires  an entity to  recognize  all
derivatives  as either  assets or  liabilities  in the  statement  of  financial
position and measure those instruments at fair value. Gains and losses resulting
from changes in the values of those derivatives would be recognized  immediately
or deferred  depending on the use of the  derivative  and if the derivative is a
qualifying  hedge. The effective date of SFAS No. 133 was  subsequently  delayed
and is now effective for fiscal years beginning after June 15, 2000. The Company
plans to adopt  SFAS No.  133 by May 31,  2001,  as  required.  The  Company  is
currently  assessing the impact of this statement on the Company's  consolidated
financial statements.

Forward-looking Statements

Statements  contained  in this  Form  10-K  that are not  historical  facts  are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private  Securities  Litigation  Reform Act of 1995. In addition,  words such as
"believes,"  "anticipates,"  "expects" and similar  expressions  are intended to
identify  forward-looking  statements.  The  Company  cautions  that a number of
important  factors  could  cause  actual  results  for fiscal 2001 and beyond to
differ materially from those expressed in any forward-looking statements made by
or on  behalf  of the  Company.  Such  statements  contain a number of risks and
uncertainties,  including,  but  not  limited  to  (i)  economic  and  political
developments  in Russia and Eastern  Europe;  (ii) the ability of  ComCor-TV  to
successfully  implement  its  business  plans,  including  the  build-out of the
network to access cable TV and Internet subscribers,  and its ability to sign up
such  subscribers at or near planned  levels,  (iii) changes in technology  that
would affect JM Ney's products,  or affect the value of the ultrasonic  cleaning
technology on which contingent  consideration  is based;  (iv) acceptance of new
product  developments and (v) the price and volatility of precious  metals.  The
Company  cannot assure that it will be able to  anticipate or respond  timely to
changes which could adversely affect its operating results in one or more fiscal
quarters.  Results of  operations  in any past period  should not be  considered
indicative  of  results  to be  expected  in  future  periods.  Fluctuations  in
operating  results  may  result in  fluctuations  in the price of the  Company's
common stock.

Year 2000

Over the past two years, the Company  formalized and implemented a comprehensive
plan to address the Year 2000 problem which stems  primarily from two-digit date
storage  that  does  not  facilitate  proper   calculations  of  date  sensitive
information  when the year changed to 2000. The Company  expended  approximately
$653,000 in this process, including approximately $45,000 during the fiscal year
ended February 29, 2000.  These amounts exclude the cost of system upgrades that
were  required to be made to meet other  operational  requirements.  No material
problems resulting from Year 2000 issues occurred at or subsequent to January 1,
2000.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES

                  ABOUT MARKET RISK.

The  Company  and JM Ney are  exposed  to market  risk from  changes  in certain
commodity prices,  primarily those of precious metals,  from changes in interest
rates, and from factors that affect equity investment in Russia and the Ukraine.

Foreign Investment Risk

The Company has a trading  portfolio of Russian and Ukraine  investments  with a
net reported  value at February 29, 2000 of $851,000 and a longer-term  indirect
investment in ComCor-TV,  a Russian  company,  through its  investment in Moscow
Broadband  with a  reported  value of  $4,084,000.  In  addition,  JM Ney has an
investment  in a  Russian  bond  fund  with a  reported  value of  $75,000.  The
realizable  value of these  investments,  particularly  Russian  components,  is
subject to currency  fluctuations,  illiquid  markets and political  risks.  The
Company has no derivative  financials  instruments to hedge the risks associated
with these investments.

Commodity Price Risk

JM Ney  utilizes  significant  amounts of  precious  metals in the  products  it
manufactures  and sells.  Significant  increases  in the  market  value of these
metals, palladium,  gold and platinum, in particular,  may affect the demand for
its  products.  JM Ney generally  adjusts the selling  prices of its products if
market prices change  significantly,  or it hedges fixed selling price programs.
Accordingly,  while a change in precious metals prices may affect cost of sales,
such impact is generally met with an approximately  equivalent  charge in sales,
so  that  the  impact  on  earnings  is  minimal  or  not  present.  Significant
fluctuations  and volatility in precious metal price creates risk that purchases
of precious metals may not be efficiently  coordinated with sales.  While JM Ney
believes  it has the  programs  in place to limit  this  risk,  there  can be no
assurance  that  volatility  in price does not result in  unintended  profits or
losses.  Also,  while increases or decreases in precious metal prices affect the
economic value of JM Ney's inventory,  such changes are generally reflected with
a  corresponding  change in the LIFO  reserve and do not affect the net reported
value of its inventory.

As more  fully  discussed  later,  changes in the  prices of  commodities  being
borrowed under consignment lease or deferred payment borrowing  arrangements can
significantly  affect JM Ney's interest costs, as interest on these arrangements
is charged  based upon the market  value of the  underlying  metal and the lease
rate for that metal. Lease rates for palladium have fluctuated  significantly in
each of the last three fiscal years.

Interest Rate Risk

JM Ney has a revolving  line of credit which bears interest at floating rates as
described in Note 9 to the Company's consolidated financial statements.  Neither
the  Company  nor JM Ney  hedges its  interest  rate  risk,  including  the note
associated  with  precious  metal  consignment  arrangements  which  are tied to
precious metal leasing.

Based upon JM Ney's  year-end  balances,  a 1% change in  interest  rates  would
affect its interest cost of its  short-term  cash  borrowings  by  approximately
$11,000.  However,  during most of FY00,  JM Ney did not have  outstanding  cash
borrowings on its revolving  line of credit,  thus a 1% change in interest rates
would have a minimal impact on reported interest expense. Most of JM Ney's usage
of its credit line is in the form of consignment or deferred payment  borrowings
of precious metals, some of which hedge precious metals inventory represented by
scrap metal of its refining operations.  Based upon year end balances and metals
prices,  a 1% change in  precious  metal  leasing  rates  would  affect JM Ney's
interest cost by approximately  $86,000. Such leasing costs are also affected by
changes in the market prices for the precious metals being leased.

During  FY00 the  leasing  rates and  market  prices  for  palladium  fluctuated
significantly.  Leasing costs ranged from a high of 21.25% per annum to a low of
5.0%,  with an  unweighted  average of  approximately  9.2%.  Market  prices for
palladium contracts ranged from $285 per troy ounce to $785 per troy ounce. As a
result,  daily lease costs for palladium  ranged from  approximately  $0.043 per
ounce to  approximately  $0.361 per ounce.  At February 29,  2000,  JM Ney had a
total of 11,167 ounces of palladium,  850 ounces of platinum, 400 ounces of gold
and 4,000  ounces of silver  borrowed  under  consignment  or  deferred  pricing
contracts.  In addition,  it had an outstanding  forward sale of 2,000 ounces of
palladium, which also has an implied interest factor built into the pricing.

During FY00, JM Ney reduced certain of its precious metal inventory  levels.  At
February 29, 2000, some of this reduction was  replenished,  resulting in metals
losses totaling approximately $1,804,000. Much of this "loss" is included in the
increased  LIFO  reserve and was the result of metals  management  and cash flow
strategies implemented.  In addition, declines in the value of liabilities under
deferred pricing loans, and the equity value of forward sale contracts  resulted
in income of approximately  $336,000 being recognized in the first two months of
FY01. Also, at February 29, 2000, J M Ney had open contracts for put options and
call options which it had sold to hedge certain fiscal year end metal positions.
These  contracts  expired  out of the money,  enabling  JM Ney to  recognize  an
additional $24,000 of income in FY01.

The Company passed a portion of these metal  fluctuations  and market  sensitive
lease costs to its refining customers,  in the form of charges that are included
in Other Income.  However,  during FY00 the net impact of such  fluctuations was
less significant to the Company's consolidated results of operations than it was
during FY99. Due to the interest risk of financing and managing  precious metals
inventory,  there can be no assurance  that  changes in either or both  precious
metals  prices or leasing  rates will not continue to have a material  affect on
future results of operations.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The  following  table  summarizes  certain  financial  data with  respect to the
Company and is qualified in its entirety by the Company's Consolidated Financial
Statements contained in this Item (amounts in thousands, except per share data).

<TABLE>

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

Selected Quarterly Financial Data

2000 Quarterly Financial Data                            May 31         August 31           November 30     February 29
-------------------------------------------------- ------------------ ------------------ ------------------ ------------------
Net sales and revenues                                   $8,201            $7,309                $6,545             $8,256
Gross profit                                              2,345             2,107                 1,940             $1,271
Net income (loss)                                           356              (127)                 (348)              (868)
Income (loss) applicable to common shares                   260              (223)                 (445)              (941)
-------------------------------------------------- ------------------ ------------------ ------------------ ------------------
Earnings (Loss) Per Common Share1:                                           $(0.12)                               $(0.48)
                                                          $0.13                                  $(0.23)
-------------------------------------------------- ------------------ ------------------ ------------------ ------------------
-------------------------------------------------- ------------------ ------------------ ------------------ ------------------

-------------------------------------------------- ------------------ ------------------ ------------------ ------------------
                                                         May 31         August 31           November 30        February 28
1999 Quarterly Financial Data

-------------------------------------------------- ------------------ ------------------ ------------------ ------------------
Net sales and revenues from continuing
 operations                                              $7,831            $1,116                $7,842             $6,811
Gross profit                                              2,515             2,086                 2,215              1,767
Income (loss) from continuing operations                     53            (3,351)                  611               (277)
Net income (loss)                                            53            (3,351)                  611               (393)
Income (loss) applicable to common shares                   (50)           (3,447)                  515               (483)
-------------------------------------------------- ------------------ ------------------ ------------------ ------------------
Earnings (Loss) Per Common Share1:

Continuing operations                                     $(.03)          $ (1.77)                $0.27            $(0.25)
Net income (loss)                                         $(.03)          $ (1.77)                $0.27            $(0.25)
-------------------------------------------------- ------------------ ------------------ ------------------ ------------------

</TABLE>

1 The sum of earnings per share for the four quarters may not equal earnings per
share for the total year due to certain items in the diluted  earnings per share
calculation  for an  individual  quarter that were  anti-dilutive  for the total
year.


<PAGE>


<TABLE>
<CAPTION>

ANDERSEN GROUP, INC.
Consolidated  Balance  Sheets  February  29,  2000  and  February  28,  1999 (in
thousands, except share data)

<S>                                                                                          <C>          <C>


                                                                                        2000                    1999

--------------------------------------------------------------------------------- ----------------------- -----------------------
Assets

Current assets:

Cash and cash equivalents                                                            $ 1,854                 $ 2,541
Marketable securities                                                                    926                   6,014
Accounts and other receivables, less allowance for doubtful
  accounts of $111 in 2000, and $110 in 1999                                           4,657                   4,098
Inventories                                                                            8,019                   7,821
Prepaid expenses and other current assets                                                468                     100
--------------------------------------------------------------------------------- ----------------------- -----------------------
Total current assets                                                                  15,924                  20,574
Property, plant and equipment, net                                                    10,148                   9,305
Prepaid pension expense                                                                4,917                   5,033
Investment in Moscow Broadband Communication Ltd.                                      4,084                      84
Other investments                                                                          -                     122
Other assets                                                                           2,045                   2,001
--------------------------------------------------------------------------------- ----------------------- -----------------------
                                                                                     $37,118                 $37,119
--------------------------------------------------------------------------------- ----------------------- -----------------------
Liabilities and Stockholders' Equity

Current liabilities:

Current maturities of long-term debt                                                $    521                $    443
Short-term borrowings                                                                  3,054                   2,356
Accounts payable                                                                       1,015                     659
Accrued liabilities                                                                    1,674                   1,501
Deferred income taxes                                                                    456                     582
--------------------------------------------------------------------------------- ----------------------- -----------------------
Total current liabilities                                                              6,720                   5,541
Long-term debt, less current maturities                                                3,190                   3,729
Note payable to officer, net of unamortized discount                                     933                       -
Subordinated note payable, net of unamortized discount                                 7,358                   7,329
Other long-term obligations                                                            1,973                   1,902
Deferred income taxes                                                                  1,682                   2,189
--------------------------------------------------------------------------------- ----------------------- -----------------------
Total liabilities                                                                     21,856                  20,690
--------------------------------------------------------------------------------- ----------------------- -----------------------
Commitments and contingencies

Stockholders' equity:

Cumulative convertible preferred stock, no par value; authorized 800,000 shares,
  outstanding 216,864 shares in 2000,

  256,416 shares in 1999; liquidation preference $18.75 per share                      4,033                   4,769
Common stock, $.01 par value;  authorized 6,000,000 shares,
  issued 2,035,364 shares in 2000, and 1,958,478 shares in 1999                           20                      20
Treasury stock, at cost, 28,002 shares in 2000, and 30,549
  shares in 1999                                                                        (276)                   (142)
Receivable from officer                                                                    -                    (250)
Additional paid-in capital                                                             6,141                   5,339
Retained earnings                                                                      5,344                   6,693
--------------------------------------------------------------------------------- ----------------------- -----------------------
--------------------------------------------------------------------------------- ----------------------- -----------------------
Total stockholders' equity                                                            15,262                  16,429
--------------------------------------------------------------------------------- ----------------------- -----------------------
                                                                                     $37,118                 $37,119
--------------------------------------------------------------------------------- ----------------------- -----------------------
See accompanying notes to consolidated financial statements.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

ANDERSEN GROUP, INC.
Consolidated  Statements of Operations  Years ended February 29, 2000,  February
28, 1999 and 1998 (in thousands, except per share data)

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


------------------------------------------------------- -------------------------- ------------------------- -----------------------
                                                                        2000                                                 1998
                                                                                   1999
-------------------------------------------------------
-------------------------------------------------------
Revenues:

-------------------------------------------------------
Net sales                                                            $28,844                    $26,838                $25,397
-------------------------------------------------------
Investment income (loss) and other income                              1,467                     (3,238)                 3,471
------------------------------------------------------- -------------------------- ------------------------- -----------------------
                                                                      30,311                     23,600                 28,868
-------------------------------------------------------
------------------------------------------------------- -------------------------- ------------------------- -----------------------
Costs and expenses:

-------------------------------------------------------
-------------------------------------------------------
Cost of sales                                                         21,181                     18,255                 17,040
-------------------------------------------------------
Selling, general and administrative                                    6,815                      6,170                  6,260
-------------------------------------------------------
Research and development                                               2,203                      1,888                  1,444
-------------------------------------------------------
Interest expense                                                       1,725                      1,735                  1,163
------------------------------------------------------- -------------------------- ------------------------- -----------------------
                                                                      31,924                     28,048                 25,907
------------------------------------------------------- -------------------------- ------------------------- -----------------------
(Loss) income  from continuing operations
  before income taxes                                                 (1,613)                    (4,448)                 2,961
-------------------------------------------------------
Income tax (benefit) expense                                            (626)                    (1,484)                 1,191
------------------------------------------------------- -------------------------- ------------------------- -----------------------
(Loss) income  from continuing operations                               (987)                    (2,964)                 1,770
-------------------------------------------------------
Income from discontinued Ultrasonics
  segment operations, net of income tax
  expense of  $221                                                         -                          -                    345
-------------------------------------------------------
(Loss)  gain  on  sale  of  discontinued   Ultrasonics
segment,  net  of  income  tax  (benefit)  expense  of
($71) and $84, respectively                                                -                       (116)                    97
------------------------------------------------------- -------------------------- ------------------------- -----------------------
Net (loss) income                                                       (987)                    (3,080)                 2,212
-------------------------------------------------------
Preferred dividends                                                     (362)                      (385)                  (477)
-------------------------------------------------------
Reversal of preferred dividends                                            -                          -                     37
------------------------------------------------------- -------------------------- ------------------------- -----------------------
(Loss) income applicable to common
  shareholders                                                       $(1,349)                   $(3,465)             $   1,772
-------------------------------------------------------
------------------------------------------------------- -------------------------- ------------------------- -----------------------
Earnings (loss) per common share:

-------------------------------------------------------
-------------------------------------------------------
BASIC

-------------------------------------------------------
  Continuing operations                                             $  (0.70)                  $ (1.74)            $      .69
-------------------------------------------------------
  Discontinued operations                                                  -                         -                    .18
-------------------------------------------------------
  (Loss) gain on sale of discontinued segment                              -                      (.06)                   .05
------------------------------------------------------- -------------------------- ------------------------- -----------------------
  (Loss) income per common share, basic                             $  (0.70)                  $ (1.80)            $      .92
------------------------------------------------------- -------------------------- ------------------------- -----------------------
DILUTED

-------------------------------------------------------
  Continuing operations                                             $  (0.70)                  $ (1.74)            $      .68
-------------------------------------------------------
  Discontinued operations                                                  -                         -                    .18
-------------------------------------------------------
  (Loss) gain on sale of discontinued segment                              -                      (.06)                   .05
------------------------------------------------------- -------------------------- ------------------------- -----------------------
  (Loss) income per common share, diluted                           $  (0.70)                  $ (1.80)            $      .91
------------------------------------------------------- -------------------------- ------------------------- -----------------------
See accompanying notes to consolidated financial statements.

</TABLE>


<PAGE>


<TABLE>

<CAPTION>

ANDERSEN GROUP, INC.
Consolidated  Statements of Changes in Stockholders' Equity Years ended February
29, 2000, February 28, 1999 and 1998 (in thousands, except share data)

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



                                                                   2000                      1999                             1998
                                         Outstanding                    Outstanding                  Outstanding
                                            Shares         Amount             Shares     Amount          Shares          Amount
---------------------------------------- -------------- --------------- -------------- ------------- ---------------- --------------
Preferred Stock

Beginning balance                          256,416         $4,769         256,416      $  4,769               -               -
Reclassification due to removal of
  redemption  provisions  of  preferred          -              -               -             -         256,416        $  4,769
stock

Shares   tendered  for   conversion  to
common                                     (39,552)          (736)              -             -               -               -
  stock
---------------------------------------- -------------- --------------- -------------- ------------- ---------------- -------------
---------------------------------------- -------------- --------------- -------------- ------------- ---------------- -------------
                                           216,864         $4,033         256,416      $  4,769         256,416        $  4,769
---------------------------------------- -------------- --------------- -------------- ------------- ---------------- --------------
Common Stock

 Beginning balance                       1,958,478            $20       1,958,478      $  2,103       1,958,478        $  2,103
 Shares issued from
   conversion of preferred stock            76,886              -               -             -               -               -
 Adjustment to reflect  redomestication
and                                              -              -               -        (2,083)              -               -
    new par value for common shares
---------------------------------------- -------------- --------------- -------------- ------------- ---------------- -------------
                                         2,035,364            $20       1,958,478      $       20     1,958,478        $  2,103
---------------------------------------- -------------- --------------- -------------- ------------- ---------------- --------------
Additional Paid-in Capital

Beginning balance                                          $5,339                      $  3,248                        $  3,248
Adjustment  to reflect  redomestication
and                                                             -                         2,083                               -
   new par value for common shares
Conversion of preferred stock                                 736                             -                               -
Conversion of 10 1/2% notes                                    12                             -                               -
Value of warrants issued                                       67                             -                               -
Net  (loss)  gain on sales of  treasury
shares and     subsidiary transactions                        (13)                            8                               -
---------------------------------------- -------------- --------------- -------------- ------------- ---------------- --------------
                                                           $6,141                      $  5,339                        $  3,248
---------------------------------------- -------------- --------------- -------------- ------------- ---------------- --------------
Retained Earnings

 Beginning balance                                         $6,693                       $10,158                        $  8,386
 Net (loss) income                                           (987)                       (3,080)                          2,212
 Preferred    stock    dividends    and                      (362)                         (385)                           (477)
accretion

 Reversal of  preferred  dividends  and                         -                             -                              37
accretion

---------------------------------------- -------------- --------------- -------------- ------------- ---------------- --------------
                                                           $5,344                      $  6,693                         $10,158
---------------------------------------- -------------- --------------- -------------- ------------- ---------------- --------------
Receivable from Officer

 Beginning balance                                          $(250)                            -                               -
 Receivable   pursuant   to   officer's
purchase  of                                                    -                      $ (   250)                             -
   common stock
 Repayment in cash                                             50                             -                               -
 Repayment in common stock                                    200                             -                               -
---------------------------------------- -------------- --------------- -------------- ------------- ---------------- --------------
                                                        $       -                      $ (   250)                             -
---------------------------------------- -------------- --------------- -------------- ------------- ---------------- --------------
Treasury Stock

 Beginning balance                          30,549          $(142)         21,800        $               24,000        $      (90)
                                                                                       (82)

 Shares sold                               (12,393)            62         (20,772)                       (2,200)              8
                                                                                             78

 Shares issued from conversion of notes       (988)             4               -             -               -               -
 Shares issued  to officer                       -              -         (62,500)          250               -               -
 Shares tendered to repay loan              10,834           (200)              -             -               -               -
 Shares purchased                                -              -          92,021          (388)              -               -
---------------------------------------- -------------- --------------- -------------- ------------- ---------------- --------------
                                            28,002          $(276)         30,549      $    (142)        21,800       $      (82)
---------------------------------------- -------------- --------------- -------------- ------------- ---------------- --------------
---------------------------------------- -------------- --------------- -------------- ------------- ---------------- --------------
Total stockholders' equity                                $15,262                       $16,429                         $20,196
---------------------------------------- -------------- --------------- -------------- ------------- ---------------- --------------
See accompanying notes to consolidated financial statements.

</TABLE>
<TABLE>
<CAPTION>

ANDERSEN GROUP, INC.
Consolidated Statements of Cash Flows
Years ended February 29, 2000, February 28, 1999 and 1998
(in thousands)
<S>                                                           <C>             <C>                         <C>


                                                                           2000                   1999                   1998
-------------------------------------------------------------------- ---------------------- ----------------------- ----------------
Cash flows from operating activities:

Net (loss) income                                                         $(987)               $(3,080)               $ 2,212
Adjustments  to reconcile  net (loss)  income to net cash  provided by (used in)
operating activities:

Depreciation, amortization and accretion                                  1,466                  1,434                  1,480
Deferred income taxes                                                      (633)                (1,076)                 1,016
Loss (gain) on sale of Ney Ultrasonics                                        -                    116                    (97)
(Gains) losses from securities and investments                             (270)                 4,547                 (2,619)
Purchases of securities                                                    (196)                (1,836)                (2,218)
Proceeds from sales of securities                                         5,359                  1,885                  1,230
Pension expense (income)                                                    116                   (368)                  (391)
Gain on disposal of property, plant and equipment                             -                    (25)                     -

Changes in  operating  assets and  liabilities,  net of changes from sale of Ney
Ultrasonics in 1998:

Accounts and other receivables                                             (559)                  (228)                (2,048)
Inventories                                                                (198)                   255                   (386)
Prepaid expenses and other assets                                          (456)                    57                    (97)
Accounts payable                                                            356                   (292)                   507
Accrued liabilities and other long-term obligations                         169                 (1,273)                (1,105)
-------------------------------------------------------------------- ---------------------- ----------------------- ---------------
  Net cash provided by (used in) operating activities                     4,167                    116                 (2,516)
-------------------------------------------------------------------- ---------------------- ----------------------- ---------------
Cash flows from investing activities:

Proceeds from sale of Ultrasonics segment                                     -                  2,800                      -
Proceeds from sale of property, plant and equipment                           -                    223                      -
Purchase of property, plant and equipment                                (2,138)                (1,702)                (1,740)
Investment in Moscow Broadband Communication Ltd.                        (4,000)                     -                      -
Purchase of investments                                                       -                      -                 (1,225)
Proceeds from sales of investments                                          317                      -                  1,542
-------------------------------------------------------------------- ---------------------- ----------------------- ----------------
  Net cash (used in) provided by investing activities                    (5,828)                 1,321                 (1,423)
-------------------------------------------------------------------- ---------------------- ----------------------- ----------------
Cash flows from financing activities:

Principal payments on long-term debt                                       (445)                  (882)                (2,760)
Proceeds from issuance of secured note                                    1,000                      -                      -
Proceeds from issuance of subordinated debt                                   -                      -                  7,500
Redemptions of preferred stock                                                -                      -                   (160)
Proceeds (payment) of short-term borrowings, net                            698                    173                   (122)
Stock options exercised                                                      10                     50                      -
Treasury shares sold (purchased), net                                        39                   (352)                     -
Officer loan repaid                                                          50                      -                      -
Preferred dividends paid                                                   (385)                  (401)                (1,222)
-------------------------------------------------------------------- ---------------------- ----------------------- ----------------
 Net cash provided by (used in) financing activities                        967                 (1,412)                 3,236
-------------------------------------------------------------------- ---------------------- ----------------------- ----------------
 Net (decrease) increase in cash and cash equivalents                      (687)                    25                   (703)
 Cash and cash equivalents, beginning of year                             2,541                  2,516                  3,219
-------------------------------------------------------------------- ---------------------- ----------------------- ----------------
 Cash and cash equivalents, end of year                                 $ 1,854                $ 2,541               $  2,516
-------------------------------------------------------------------- ---------------------- ----------------------- ----------------
See accompanying notes to consolidated financial statements.

</TABLE>


<PAGE>


Andersen Group, Inc.
Notes to  Consolidated  Financial  Statements  Years ended  February  29,  2000,
February 28, 1999 and 1998

(1)      Nature of Business

Andersen  Group,  Inc.  (the  Company) is a  diversified  holding  company which
invests in both  marketable and other  securities of domestic and  foreign-based
companies.  It also owns a  consolidated  subsidiary,  The J.M.  Ney Company (JM
Ney), which manufactures  electronic  connectors,  components and precious metal
materials for sale to the automotive,  defense,  semiconductor,  and medical and
dental markets.

(2)      Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Principles of Consolidation

The Company's  financial  statements include the accounts of the Company and its
wholly  owned  subsidiaries.   All  significant  intercompany  transactions  and
balances have been eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash  equivalents  include funds held in  investments  with an original
maturity of three months or less.

Marketable Securities

The Company's marketable  securities are carried as trading securities at market
value in accordance  with Statement of Financial  Accounting  Standards No. 115,
"Accounting for Certain  Investments in Debt and Equity  Securities" (SFAS 115).
The Company has established a valuation  allowance to provide for volatility and
liquidity  concerns  relating  to its  investments  in Russia and other  Eastern
European countries.  Any changes in the valuation of the portfolio are reflected
in the accompanying Consolidated Statements of Operations.

Inventories

Inventories are stated at the lower of cost or market.  Cost is determined using
the last-in,  first-out  (LIFO) method for precious metals and at standard costs
which  approximate the first-in,  first-out  (FIFO) and average cost methods for
the balance of the inventories.


<PAGE>


Property, Plant and Equipment

Property, plant and equipment,  including capital leases, are stated at cost and
depreciated using the straight-line method over the estimated useful life of the
respective assets, as follows:

           Buildings and improvements                             10-30 years
           Machinery and equipment                                5-10 years
           Furniture and fixtures                                 3-10 years

Investment in Moscow Broadband Communication Ltd.

The Company has a 25% ownership interest in Moscow Broadband  Communication Ltd.
(Moscow  Broadband)  which is carried at its historical  cost basis, as adjusted
for an other than temporary  decline in the investment prior to the announcement
of Moscow Broadband's agreement with ComCor-TV,  as more fully explained in Note
7. This carrying  value will be adjusted to reflect the Company's  equity in the
earnings and losses of Moscow Broadband.

Unamortized Discounts

Unamortized  discounts on subordinated notes payable and note payable to officer
are accreted using the effective interest method.

Revenue

Sales are  recognized  when products are shipped.  Investment  income (loss) and
other  income is  recognized  based on changes  in the fair value of  marketable
securities and realized gains and losses.

Income Taxes

Income taxes are determined using the asset and liability approach.  This method
gives  consideration  to the future tax  consequences  of temporary  differences
between  the  carrying  amounts and the tax basis of assets and  liabilities  at
currently enacted tax rates.

Earnings Per Share

In  accordance  with  Statement  of  Financial  Accounting  Standards  No. 128 -
"Earnings Per Share" (SFAS 128), basic earnings per share is computed based upon
the weighted  average  number of common  shares  outstanding  during the period.
Diluted earnings per share is computed based upon the weighted average number of
common  shares plus the assumed  issuance of common  shares for all  potentially
dilutive securities. See Note 14 for additional information and a reconciliation
of the basic and diluted earnings per share computations.

Inventory Hedging

The Company has entered into precious metal forward contracts as a hedge against
precious metal fluctuations for firm price deliveries. These contracts limit the
Company's  exposure to both  favorable  and  unfavorable  precious  metals price
fluctuations. Gains or losses on these contracts are recognized when the product
deliveries  being  hedged have been made.  The Company  also  utilizes  precious
metals leasing and deferred  payment  purchases of precious metals to manage the
price exposure of certain components of its inventory.

Financial Statement Presentation

Certain   reclassifications  have  been  made  to  the  prior  years'  financial
statements in order to conform with the FY00 presentation.

(3)      Marketable Securities

<TABLE>
<CAPTION>

Marketable securities consist of the following (in thousands):

<S>                                                                           <C>                         <C>


                                                                 February 29, 2000         February 28, 1999
--------------------------------------------------------------- ------------------------- -------------------------- --
Common stock of savings banks                                           $     -                    $5,362
FM Emerging Russia Fund                                                     825                       294
Portfolio of Ukraine stocks                                                 239                       108
Common stock of Bank Handlowey                                                -                       217
Renaissance Russia Bond Fund                                                 75                        98
Valuation reserve - foreign investments                                    (213)                      (65)
--------------------------------------------------------------- ------------------------- -------------------------- --
                                                                           $926                    $6,014
--------------------------------------------------------------- ------------------------- -------------------------- --

</TABLE>

(4)      Inventories

<TABLE>
<CAPTION>

         Inventories consist of the following (in thousands):

<S>                                                                           <C>            <C>


                                                                  February 29, 2000         February 28, 1999
  --------------------------------------------------------------- ------------------------- --------------------------
  Raw materials                                                            $2,999                   $ 3,498
  Work in process                                                           3,929                     4,661
  Finished goods                                                            6,029                     2,710
  ------------------------------------------------------------ ------------------------- --------------------------
                                                                           12,957                    10,869
  Less LIFO Reserve                                                         4,938                     3,048
  ------------------------------------------------------------ ------------------------- --------------------------
                                                                           $8,019                   $ 7,821
  ------------------------------------------------------------ ------------------------- --------------------------
                 </TABLE>

At February  29, 2000 and February  28,  1999,  inventories  valued at LIFO cost
comprised 67% and 76% of total inventories,  respectively. At February 29, 2000,
inventories  valued at LIFO consisted of 9,431 troy ounces of gold,  10,197 troy
ounces of  silver,  3,105  troy  ounces of  platinum  and 8,687  troy  ounces of
palladium.  At February 28, 1999,  inventories valued at LIFO consisted of 9,565
troy ounces of gold, 11,817 troy ounces of silver, 3,396 troy ounces of platinum
and 14,086 troy ounces of  palladium.  Such  quantities  of precious  metals are
presented net of precious metals held by JM Ney subject to leasing  arrangements
with JM Ney's primary bank.  During FY00 and FY99, JM Ney recognized  LIFO gains
of approximately $1,400,000 and 349,000, respectively, from decreases in certain
precious metal LIFO layers.

(5)      Discontinued Operations

Ney Ultrasonics Inc.

Effective  February 28, 1998, the Company sold the net assets of Ney Ultrasonics
Inc. for an amount which at February 28, 1998 was estimated to be  approximately
$3,521,000. As a result, during FY98 the Company recorded a gain of $97,000, net
of expenses  relating  to the  transaction  and net of income  taxes of $84,000.
During FY99, the Company and the purchaser of the business  reached a settlement
agreement  to resolve  disputes  relating to the  determination  of the purchase
price.  Under this  settlement,  the Company  received  $400,000  of  additional
consideration beyond the $2,400,000 it had received at closing. This settlement,
net of expenses incurred in excess of previous  accruals,  resulted in a loss of
$187,000  in FY99 before  related tax  benefits.  The  Company  also  expects to
receive additional consideration, which is contingent on the growth of the sales
of products  and  technology  transferred  as part of the sale.  During FY00 and
FY99,  the  Company  recognized  royalty  revenue of  approximately  $42,000 and
$60,000, respectively.

Ney  Ultrasonics'  results of  operations  have been  presented as  discontinued
operations. Revenue from the segment totaled approximately $5,713,000 in FY98.

(6)      Property, Plant and Equipment

<TABLE>
<CAPTION>>

Property, plant and equipment consist of the following (in thousands):

<S>                                           <C>    <C>




                                                        February 29, 2000            February 28, 1999
------------------------------------------------------- ---------------------------- ----------------------------
Land and improvements                                         $     550                     $    550
Buildings and improvements                                       10,229                        9,814
Machinery and equipment                                          13,245                       11,494
Furniture and fixtures                                              888                          873
------------------------------------------------------- ---------------------------- ----------------------------
                                                                 24,912                       22,731
Less accumulated depreciation and
  amortization                                                   14,764                       13,426
------------------------------------------------------- ---------------------------- ----------------------------
                                                                $10,148                      $ 9,305
------------------------------------------------------- ---------------------------- ----------------------------

</TABLE>

Depreciation and amortization expense was $1,380,000, $1,350,000, and $1,405,000
in FY00, FY99, and FY98, respectively.

At February  29, 2000 and  February  28,  1999,  property,  plant and  equipment
includes  $579,000 of machinery and  equipment  acquired  under capital  leases,
which expire through FY02, with related accumulated amortization of $354,000 and
$268,000, respectively.

(7)      Investment in Moscow Broadband Communication Ltd.
         -------------------------------------------------

During  FY00,  the  Company  invested  $4,000,000  into an  $18,000,000  private
placement of the common  stock of Moscow  Broadband,  formerly  known as Treglos
Investments  Limited,  and was credited  with an  additional  $500,000 of common
stock in recognition of funds that it and the other  founding  shareholders  had
put into  Moscow  Broadband  from  FY96  through  FY00,  including  $300,000  of
contributions  made  (prior to the  private  placement)  during  FY00 which were
expensed for financial reporting purposes. As a result of the private placement,
the Company's  ownership of Moscow  Broadband was diluted from 50% to 25%. Prior
to the FY00  investment,  the  Company  had a 50%  ownership  interest in Moscow
Broadband with a carrying value of $84,000.

For the majority of FY00, Moscow Broadband's primary asset was a 6% ownership in
the Institute for Automated Systems (IAS), a Russian telecommunications company.
On January 31, 2000,  Moscow  Broadband became party to an agreement under which
it would  acquire  up to 50% of  ComCor-TV,  a  Moscow-based  company,  which is
co-owned  by Moscow  Telecommunications  Company  (ComCor),  for the  purpose of
developing the distribution network and the services to provide cable television
and  Internet  access to up to  1,500,000  homes and  businesses  in the  Moscow
region.  As part of the  agreement,  Moscow  Broadband  agreed to contribute its
shares of IAS and up to $34 million over a period of approximately 15 months.

The following presents summarized financial  information for Moscow Broadband as
of February 29, 2000 (in thousands) (unaudited):

              Current assets                                       $12,791
              Total assets                                         $13,791

              Current liabilities                                  $     377

              Stockholders' equity, net of subscriptions
               receivable                                          $13,414

During the period ended February 29, 2000, all of Moscow Broadband's  activities
consisted of professional and administrative  costs, most of which were incurred
in connection  with developing the agreement with ComCor.  Through  December 31,
1999, such amounts were paid by the Company and the other founding  shareholders
which the Company expensed in its Consolidated Statement of Operations.  For the
two months ended February 29, 2000, Moscow Broadband's expenses, net of interest
income  from  the  investment  of  proceeds  of its  private  placement  totaled
approximately $423,000.

Subsequent  to  February  29,  2000,  Moscow  Broadband  completed  the  private
placement of 19,000 shares of its common stock, including 1,000 shares issued to
original  shareholders  from the  conversion of accounts  payable,  for which it
received gross cash proceeds of  $18,000,000.  At February 29, 2000, the Company
owned 5,000 shares of Moscow Broadband with a carrying value of $4,084,000.

(8)      Investment in VSMPO

During FY98, the Company invested  approximately  $1,225,000 in the common stock
of AVISMA, a Russian titanium producer which was subsequently merged into VSMPO,
a Russian titanium processing company.  During FY99, this investment was written
down to reflect an other than  temporary  impairment in its value.  During FY00,
the Company received net proceeds of approximately $317,000 from the sale of the
investment and realized a gain of $195,000 on the adjusted carrying value. Three
of the Company's  directors and an  investment  fund  controlled by one of these
directors were also investors in VSMPO.

(9)      Short-term Borrowings

J.M.  Ney  has a $6.0  million  revolving  credit  and  deferred  payment  sales
agreement  with a commercial  bank which is secured by  substantially  all of JM
Ney's assets. Due to escalating prices for palladium, the bank waived the credit
line  limit  and  permitted  the  total  outstanding  under  this  line to total
approximately  $9,692,000.  At February  29,  2000,  JM Ney did not meet certain
financial  covenants of the revolving credit  agreement.  The bank has agreed to
waive these violations through FY01. At JM Ney's discretion, interest is charged
at the bank's  prime rate,  which was 8.75% and 7.75% at  February  29, 2000 and
February  28,  1999,  respectively,  or at LIBOR plus 2.00% if the  borrowing is
fixed for a period of time, or at 2.00% over the bank's  precious metals leasing
rate if the borrowing is represented by deferred  payment  purchases of precious
metals.  A fee of 0.25% is charged on the unused  balance of the facility.  This
agreement includes restrictive  covenants that limit the amount of dividends and
distributions  from JM Ney to the Company and which require JM Ney to maintain a
specified  amount of stockholder's  equity.  At February 29, 2000, the amount of
net assets which JM Ney was restricted from  distributing to the Company totaled
approximately  $10,540,000,  including a $4,000,000 subordinated loan payable to
the Company.

At February  28,  1999,  the Company had a  $1,392,000  demand  loan,  which was
secured by a portion of the Company's portfolio of marketable  securities.  This
borrowing  was repaid  during FY00 with the  proceeds  from sales of  marketable
securities.

(10)     Accrued Liabilities

<TABLE>

<CAPTION>

Accrued liabilities consist of the following (in thousands):

<S>                                           <C> <C>


                                         February 29, 2000                      February 28, 1999
---------------------------------------- ------------------------------------ -------------------------------------
Employee compensation                                   $  447                               $   430
Accrued dividends                                           74                                    96
Income taxes                                                80                                     -
Accrued interest                                           336                                   276
Deferred hedging gains                                      10                                   165
Other                                                      727                                   534
---------------------------------------- ------------------------------------ -------------------------------------
                                                        $1,674                                $1,501
---------------------------------------- ------------------------------------ -------------------------------------
</TABLE>

(11)      Long-term Debt and Subordinated Notes Payable

<TABLE>
<CAPTION>

Long-term debt and subordinated notes payable consist of the following (in thousands):
<S>                                                                           <C>            <C>

                                                                             February 29,                  February
                                                                                        2000        28,
                                                                                                    1999

---------------------------------------------------------------------------- ---------------------- ---------------------- ---
Convertible  subordinated  debentures,  due  October  2007;  interest  at 10.5%,
  payable semi-annually; annual principal payments in varying amounts

  through maturity; unsecured                                                         $3,435                    $ 3,759
Subordinated note payable of JM Ney due
  December 2004; unsecured; quarterly interest
  payments at 10.26%                                                                   7,500                      7,500
Secured  note  payable  to  officer,  due  August  2001;  interest  at 8.5%
payable quarterly, secured by a lien on real estate                                    1,000                          -
Other                                                                                    276                        413
---------------------------------------------------------------------------- ---------------------- ---------------------- ---
                                                                                      12,211                     11,672
Less unamortized discounts on  notes payable                                             209                        171
---------------------------------------------------------------------------- ---------------------- ---------------------- ---
                                                                                      12,002                     11,501
Less current maturities                                                                  521                        443
---------------------------------------------------------------------------- ---------------------- ---------------------- ---
                                                                                     $11,481                    $11,058
---------------------------------------------------------------------------- ---------------------- ---------------------- ---

</TABLE>

The terms of the 2007  convertible  subordinated  debentures call for the annual
redemption  of   approximately   $431,000  of  principal.   The  debentures  are
convertible  into  common  stock of the Company at any time prior to maturity at
$16.17 per share,  subject to adjustment under certain  conditions.  At February
29, 2000, 212,430 shares of common stock were reserved for conversion.

In connection with the issuance of the subordinated note payable,  JM Ney issued
warrants  to the  lender to  acquire  34,000  shares of its  common  stock at an
exercise  price of $1.00 per share,  and warrants to acquire  6,000 shares at an
exercise  price of  $10.00  per  share.  The  value of these  warrants  is being
amortized  over the life of the  note.  The  lender  has an  option to put these
warrants  back to JM Ney at the  earlier  of  December  2002,  or the date of an
initial  public  offering  of JM Ney's  Common  Stock on terms as defined in the
agreement.

In connection  with a loan to the Company from a  director/officer,  the Company
issued  warrants as  detailed  in Note 24. The value of these  warrants is being
amortized  over the life of the loan.  Maturities of long-term  debt for each of
the next five fiscal years and thereafter are as follows (in thousands):

                             2001                                    $      521
                             2002                                         1,535
                             2003                                           448
                             2004                                           440
                             2005                                         7,940
                             Thereafter                                   1,327
                                                                     ----------
                                                                       $ 12,211

(12)     Income Taxes

<TABLE>
<CAPTION>

For FY00, FY99 and FY98, income tax (benefit) expense consists of the following (in thousands):
<S>                                                           <C>             <C>            <C>



                                                                2000                 1999              1998
------------------------------------------------------------ ---------------- ------------------- ------------------------
Current Federal                                               $ (141)           $    (377)          $    350
Current State                                                    148                 (102)               130
Deferred Federal                                                (563)                (977)               940
Deferred State                                                   (70)                 (99)                76
------------------------------------------------------------ ---------------- ------------------- ------------------------
                                                                $ (626)          $ (1,555)           $ 1,496
------------------------------------------------------------ ---------------- ------------------- ------------------------

</TABLE>

The  difference  between the actual income tax (benefit)  expense and the income
tax (benefit) expense computed by applying the statutory Federal income tax rate
of 34% to income (loss) before income taxes is attributable to the following (in
thousands):

<TABLE>

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


                                                                                                              1998

                                                            2000         1999
--------------------------------------------------------- ----------------- ---------------------- -------------------
Income tax (benefit) expense                                  $ (549)              $ (1,576)             $ 1,261
State income taxes, net of Federal benefit                        51                   (132)                 206
Tax credits                                                     (355)                     -                    -
Valuation allowance                                              267                      -                    -
Other                                                            (40)                   153                   29
--------------------------------------------------------- ----------------- ---------------------- -------------------
                                                              $ (626)              $ (1,555)             $ 1,496
--------------------------------------------------------- ----------------- ---------------------- -------------------

</TABLE>

The  principal  components  of the net  deferred  tax asset  (liability)  are as
follows (in thousands):

<TABLE>

<S>                                                           <C>             <C>


                                                                 February 29,             February 28,
                                                                                                      1999
                                                              ------------               -----------------
                                                                         2000
                                                                         ----
Deferred tax liabilities:

Fixed asset basis differences                                         $(1,224)                    $(1,273)
Inventory                                                              (1,634)                     (1,314)
Pension                                                                (1,895)                     (1,940)
------------------------------------------------------------- -------------------------- -----------------------------
Total deferred tax liabilities                                         (4,753)                     (4,527)
------------------------------------------------------------- -------------------------- -----------------------------
Deferred tax assets:

Post-retirement benefits other than pensions                              395                         406
Unrealized losses on marketable securities, net                           384                         361
Allowance for uncollectible receivables                                    42                          42
Accrued vacation                                                           93                           -
Federal credit carry-forwards                                             940                         618
Federal and State net operating loss carry-
 forwards                                                                 755                           -
Valuation allowance                                                      (267)                          -
Other                                                                     273                         329
------------------------------------------------------------- -------------------------- -----------------------------
Total deferred tax assets                                               2,615                       1,756
------------------------------------------------------------- -------------------------- -----------------------------
Net deferred tax liabilities                                          $(2,138)                    $(2,771)
------------------------------------------------------------- -------------------------- -----------------------------

At February 29, 2000, the Company had $940,000 of Federal credit carry-forwards,
$406,000 of which were attributable to the alternative  minimum tax that have no
expiration  date. The remaining  general  business  credits,  totaling  $534,000
expire from 2000  through  2002.  A  valuation  allowance  of $267,000  has been
established  at February  29, 2000 against the general  business  credits to the
extent it is more likely than not that these  credits will not be realized.  The
Company has $2,070,000 of Federal net operating loss carry forwards which expire
in the fiscal year ending February, 2020.

</TABLE>

(13)     Series A Cumulative Convertible Preferred Stock

During February 1998, the Company amended its  Certificate of  Incorporation  to
modify the terms of the Company's Series A Preferred Stock (Preferred  Stock) to
provide for a fixed annual  dividend  rate of $1.50 per  preferred  share and to
eliminate the mandatory redemption feature of the Preferred Stock. Prior to this
modification,  quarterly  dividend  payments,  ranging from $.1875 to $.4375 per
share,  were  accrued  based upon the  operating  income of JM Ney,  as defined.
Approximately  $1.69 of dividends per preferred  share were accrued during FY98.
During  FY98,  the Company  purchased  8,776  shares of its  Preferred  Stock at
$18.25. As a result of the purchases, the Company reversed accrued dividends and
accreted  discounts  of  $37,000.  During  FY98  approximately  $40,000  of  the
accretion  of a  discount  was  recorded  as  part  of  the  preferred  dividend
requirement.

The Preferred Stock is convertible  into the Company's  common stock at any time
at a rate of 1.944 shares of common stock for each share of Preferred  Stock. At
February  29,  2000,  421,584  shares of common  stock  have been  reserved  for
conversion.

(14)     (Loss) Earnings Per Share

The computation of basic and diluted (loss) earnings per share is as follows (in
thousands, except per share amounts):

<TABLE>

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


                                                                        2000               1999               1998
---------------------------------------------------------------- ------------------ ------------------ -----------------
Numerator for basic and diluted earnings per share:

(Loss) income applicable to common shareholders                      $(1,349)           $(3,465)            $ 1,772
---------------------------------------------------------------- ------------------ ------------------ -----------------
Denominator for basic earnings per share:

Weighted average shares                                                1,932              1,928               1,935
Effect of dilutive securities - stock options                              -                  -                  18
---------------------------------------------------------------- ------------------ ------------------ -----------------
Denominator for diluted earnings per share                             1,932              1,928               1,953
---------------------------------------------------------------- ------------------ ------------------ -----------------
Basic earnings per share                                               $(0.70)          $  (1.80)           $    .92
Diluted (loss) earnings per share                                      $(0.70)          $  (1.80)           $    .91
---------------------------------------------------------------- ------------------ ------------------ -----------------
</TABLE>

For  FY00  and  FY99,  the net  addition  of  16,777  and  12,835  common  share
equivalents,  respectively,  from the assumed  exercise  price of stock  options
using the  treasury  method have been  excluded,  because of their  antidilutive
effects.

For each of FY00,  FY99 and FY98, the effects of the conversion of the Preferred
Stock and the 10 1/2% Debentures have been excluded  because the impacts of such
conversions would have been antidilutive.

(15)     Stock Option Plans

The  Company's  and JM Ney's  incentive  stock option  plans  provide for option
grants to  directors  and key  employees at prices equal to at least 100% of the
stock's fair market value at date of grant.  The Company did not grant any stock
options during FY00. The per share weighted  average fair value of stock options
granted   during  FY99  and  FY98  under  these  plans  were  $4.06  and  $6.22,
respectively,  using the Black Scholes  option  pricing model with the following
weighted average assumptions:  expected dividend yield of 0%; risk-free interest
rates of 6.0%, and 6.5% for FY99 and FY98,  respectively;  expected life of five
to seven years; and expected volatility of 33.3%.

The Company has adopted the disclosure  provisions of SFAS No. 123,  "Accounting
for Stock-Based  Compensation".  Accordingly,  no compensation  expense has been
recognized for the stock option plans. Had  compensation  cost for the Company's
stock option plans, including the JM Ney plan, been determined based on the fair
value on the grant date for awards during FY00,  FY99 and FY98  consistent  with
the provisions of SFAS No. 123, the Company's net earnings (loss)  applicable to
common  shares,  and  earnings  (loss) per share would have  adjusted to the pro
forma amounts indicated below (amounts in thousands, except per share data):

<TABLE>

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



<PAGE>


                                                                             2000             1999             1998
                                                                             ----             ----             ----
(Loss) income applicable to common shareholders:

As reported                                                               $(1,349)         $(3,465)         $ 1,772
 Pro forma                                                                $(1,521)         $(3,695)         $ 1,581
(Loss) earnings per share - diluted:

 As reported                                                             $  (0.70)        $  (1.80)       $     .91
 Pro forma                                                               $  (0.79)        $  (1.92)       $     .81

</TABLE>

The Company has  reserved  139,000  shares of common  stock for the  exercise of
stock  options.  At February  29, 2000,  the  Company's  plan had  expired,  and
accordingly,  no shares were available for issuance. JM Ney has reserved 150,000
shares of its common  stock for the exercise of stock  options,  of which 13,700
were available for issuance at February 29, 2000.


<PAGE>



Activity  under the  Company's  plan,  which  excludes J.M.  Ney's plan,  was as
follows:

<TABLE>

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




<PAGE>


                                              Number             Weighted Average                Range of
Outstanding Options                          Of Shares                Exercise Price          Exercise Prices
------------------------------------------ ------------------- ------------------------------ ------------------------
------------------------------------------ ------------------- ------------------------------ ------------------------
Balance at February 28, 1997                     101,700                    $5.02                 $3.81 - $8.38
Exercised                                         (2,200)                   $3.81                 $3.81
Canceled                                         (20,300)                   $5.43                 $3.81 - $7.00
------------------------------------------ ------------------- ------------------------------ ------------------------
------------------------------------------ ------------------- ------------------------------ ------------------------
Balance at February 28, 1998                      79,200                    $5.02                 $3.81 - $8.38
Granted                                           37,000                    $6.30                 $6.25 - $6.44
Exercised                                        (10,700)                   $4.54                 $3.81 - $5.38
Canceled                                         (11,500)                   $6.76                 $3.81 - $7.50
------------------------------------------ ------------------- ------------------------------ ------------------------
------------------------------------------ ------------------- ------------------------------ ------------------------
Balance at February 28, 1999                      94,000                    $5.31                 $3.81 - $8.38
Exercised                                         (2,600)                   $3.81                 $3.81
Canceled                                         (10,700)                   $6.27                 $3.81 - $6.44
------------------------------------------ ------------------- ------------------------------ ------------------------
Balance as of February 29, 2000                   80,700                    $5.23                 $3.81 - $8.38

</TABLE>

At February 29,  2000,  the range of exercise  prices and the  weighted  average
remaining contractual life of the options was as follows:

<TABLE>
<CAPTION>

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

                           Options Outstanding                                                      Options Exercisable
                                                              Weighted Average                         Weighted

  Range of Exercise                      Weighted Average        Remaining                              Average
       Prices               Number        Exercise Price      Contractual Life         Number       Exercise Price
                         Outstanding                                                Exercisable

---------------------- ----------------- ------------------ --------------------- ----------------- ----------------

  $8.38                       6,000            $8.38             1.3 years              6,000            $8.38
  $6.44 - $6.13              36,000            $6.22             6.7 years             36,000            $6.22
  $3.81                      38,700            $3.81             6.1 years             38,700            $3.81
---------------------- ----------------- ------------------ --------------------- ----------------- ----------------
                             80,700            $5.23             6.0 years             80,700            $5.23
---------------------- ----------------- ------------------ --------------------- ----------------- ----------------

</TABLE>

Also,  during FY99 and FY98,  options to purchase  4,250 and 16,800 shares of JM
Ney, at average  exercise  prices of $11.47 and $10.86 per share,  respectively,
were issued. During FY00, FY99 and FY98, options to acquire 6,500, 7,750 and 500
shares, respectively,  of JM Ney were forfeited. During FY00, options to acquire
9,750 shares were exercised,  and the resultant shares  immediately  called.  At
February 29, 2000,  113,050 of the 126,550 total outstanding JM Ney options were
exercisable.  At February 29, 2000,  the Company  owned all 850,000  outstanding
shares of JM Ney. There presently is no public market for JM Ney's common stock.

(16)     Retirement Plans

The  Company  maintains  a   noncontributory   defined  benefit  and  a  defined
contribution  plan,  which   collectively  cover   substantially  all  full-time
employees.  The defined  contribution  plan is funded through  contributions  in
amounts that can be deducted for Federal income tax purposes.  Benefits  payable
under all plans are based upon years of service and compensation levels.

The following  table sets forth the changes in benefit  obligations,  changes in
fair value of plan  assets,  funded  status and net  amounts  recognized  in the
Consolidated Balance Sheets for the defined benefit plan (in thousands).

<TABLE>

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


                                                           February 29,           February 28,     February 28,
                                                              2000                     1999                   1998
---------------------------------------------------------- -------------------- -------------------- -------------------------
Changes in Benefit Obligations

Benefit obligation at beginning of year                             $11,663                $10,212           $10,021
Service cost                                                            397                    240               234
Interest cost                                                           791                    781               736
Experience loss                                                         138                    842               243
Distributions                                                          (971)                (2,885)           (1,022)
Effect of curtailment                                                     -                    (64)                -
Effect of early retirement program settlement                             -                    511                 -
Effect of assumption changes                                         (1,017)                 2,026                 -
---------------------------------------------------------- -------------------- -------------------- -------------------------
Benefit obligation end of year                                       11,001                 11,663            10,212
---------------------------------------------------------- -------------------- -------------------- -------------------------
Change in Fair Value of Plan  Assets

Fair value of plan assets at beginning of  year                      14,530                 18,087            16,815
Actual return on assets                                                 510                   (672)            2,294
Benefits paid                                                          (971)                (2,885)           (1,022)
---------------------------------------------------------- -------------------- -------------------- -------------------------
Fair value of plan assets at end of year                             14,069                 14,530            18,087
---------------------------------------------------------- -------------------- -------------------- -------------------------
Funded status                                                         3,068                  2,867             7,875
Unrecognized net actuarial loss (gain)                                1,953                  2,277            (3,079)
Unrecognized past service cost                                         (104)                  (111)             (131)
---------------------------------------------------------- -------------------- -------------------- -------------------------
Prepaid pension expense                                             $ 4,917                $ 5,033           $ 4,665
---------------------------------------------------------- -------------------- -------------------- -------------------------

</TABLE>

For FY00,  FY99 and FY98, the projected  benefit  obligations and pension income
were determined using the following assumptions:

<TABLE>

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

                                                                   2000                  1999                 1998
                                                                                                              --------------------
------------------------------------------------------------------ --------------------- --------------------
Discount rate                                                      7.75%                 7.00%                7.50%
Future compensation growth rate                                    5.00%                 5.00%                5.50%
Long-term rate of return on plan assets                            8.00%                 8.00%                8.00%

Net pension expense  (income) for the Company's  funded defined benefit plan for
FY00, FY99 and FY98 includes the following components (in thousands):
</TABLE>
<TABLE>

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


                                                                       2000                 1999                  1998
---------------------------------------------------------------- -------------------- -------------------- ------------------
Service cost of benefits accrued                                   $    397             $    240             $     234
Interest cost on projected benefit obligations                          791                  781                   736
Expected return on plan assets                                       (1,124)              (1,413)               (2,294)
Unrecognized net gain (loss)                                             52                  (42)                  933
Effect of early retirement program                                        -                  139                     -
Effect of Ultrasonics curtailment                                         -                  (73)                    -
---------------------------------------------------------------- -------------------- -------------------- ------------------
Pension expense (income)                                           $    116             $   (368)             $   (391)
---------------------------------------------------------------- -------------------- -------------------- ------------------
</TABLE>

Pension expense for the defined  contribution plan totaled  $208,000,  $189,000,
and $122,000 in FY00, FY99, and FY98, respectively.

(17)     Post-retirement Benefit Obligations

The Company's cost of its unfunded  retiree health care plan for FY00, FY99, and
FY98 was approximately  $7,000,  $18,000, and $56,000,  respectively,  including
interest.  At February 29, 2000 and February 28, 1999, the  accumulated  benefit
obligation for post-retirement benefits was approximately $736,000 and $769,000,
respectively.  At February  29, 2000,  35 retirees  and spouses  were  receiving
benefits under this plan.

The accumulated  benefit  obligation was determined using the unit credit method
and assumed  discount  rates of 7.25% at February 29, 2000 and February 28, 1999
and 1998. At February 29, 2000 and February 28, 1999 and 1998,  the  accumulated
benefit  obligation  was compiled  using assumed health care cost trend rates of
7%, 8%, and 9%, respectively, gradually declining to 6% for the remainder of the
projected payout period of the benefits.

The estimated effect on the present value of the accumulated  benefit obligation
at March 1, 2000 of a 1%  increase  each year in the health care cost trend rate
used  would  result in an  estimated  increase  of  approximately  $3,000 in the
service and interest cost, and approximately  $29,000 in the accumulated benefit
obligation.  A 1% decrease  each year in the health care trend rate would result
in a decrease of  approximately  $3,000 in the service and interest costs, and a
decrease of approximately $26,000 in the accumulated benefit obligation.

(18)     Leases

The Company leases  various  manufacturing  and office  facilities and equipment
under operating lease  agreements  expiring  through December 2005. In addition,
the  Company  earns  rental  income from office  space  leased to tenants  under
operating  leases expiring  through  November 2000.  Lease expense was $382,000,
$299,000,  and $264,000 for FY00,  FY99,  and FY98,  respectively,  while rental
income  totaled  $376,000,  $482,000,  and  $376,000 for FY00,  FY99,  and FY98,
respectively.

Future  minimum  lease  payments and rental income under the terms of the leases
for each of the next five years and thereafter, are as follows (in thousands):

                                  Lease Payments                 Rental Income

             2001                             $ 296                   $ 179
             2002                               281                     126
             2003                               273                      83
             2004                               166                      80
             2005                               101                       -
             Thereafter                           7                       -

(19)     Business Segments and Export Sales

During FY00, the Company operated in two continuing segments, Electronics, which
comprises the operations of JM Ney, and Corporate,  which includes the Company's
investment, real estate and corporate administrative activities. Ney Ultrasonics
was discontinued in FY98. Operating income (loss) consists of revenues, less all
non-interest  costs and expenses  directly  allocated to the industry  segments.
Corporate  revenues  consist of  investment  income  (loss) and other income not
attributable to a specific segment. Corporate identifiable assets include assets
not directly attributable to JM Ney, or a specific segment.

Summarized  financial   information  by  business  segment  is  as  follows  (in
thousands):

<TABLE>

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


                                                                    FY00               FY99                FY98
                                                                    ----               ----                ----
  Net sales and revenues:

    Electronics                                                  $29,049            $26,837             $25,397
    Corporate                                                      1,262             (3,237)              3,471
                                                            ------------------ ------------------- -------------------
                                                                 $30,311            $23,600             $28,868
                                                            ------------------ ------------------- -------------------
  Operating income (loss):

    Electronics                                                 $  1,305           $  2,558            $  2,860
    Corporate                                                     (1,193)            (5,271)              1,264
                                                                                                   -------------------
                                                            ------------------ -------------------
                                                               $     112           $ (2,713)           $  4,124
                                                            ------------------ -------------------
                                                                                                   -------------------
  Interest expense:

    Electronics                                                 $  1,300           $  1,228           $     468
    Corporate                                                        425                507                 695
                                                                               -------------------
                                                            ------------------                     -------------------
                                                                $  1,725           $  1,735            $  1,163
                                                            ------------------ ------------------- -------------------
  Identifiable assets:

    Electronics                                                  $27,835            $25,900             $25,337
    Corporate                                                      9,283             11,219              19,434
                                                            ------------------ ------------------- -------------------
                                                                 $37,118            $37,119             $44,771
                                                            ------------------ ------------------- -------------------
  Depreciation, amortization and accretion:

    Electronics                                                 $  1,316           $  1,277            $  1,126
    Ultrasonics                                                        -                  -                 139
    Corporate                                                        150                157                 215
                                                            ------------------ ------------------- -------------------
                                                                $  1,466           $  1,434            $  1,480
                                                            ------------------ ------------------- -------------------
  Capital expenditures:

    Electronics                                                 $  2,118           $  1,680            $  1,597
    Ultrasonics                                                        -                  -                 109
    Corporate                                                         20                 22                  34
                                                            ------------------ ------------------- -------------------
                                                                $  2,138           $  1,702            $  1,740
                                                            ------------------ ------------------- -------------------


</TABLE>

Export  sales  for  FY00,  FY99,  and  FY98  were  $5,941,000,  $4,303,000,  and
$4,370,000,  respectively. Such sales were made primarily to customers in Europe
and the Pacific Rim.

During FY00, FY99 and FY98 sales to one customer  accounted for 17.7%, 16.1% and
14.9% of net sales, respectively. At February 29, 2000, accounts receivable from
this customer represented 19.1% of consolidated net accounts  receivable.  Sales
to one other customer accounted for 13.9% and 12.6% of net sales during FY99 and
FY98, respectively.

(20)     Estimated Fair Value of Financial Instruments

The carrying amount of cash and cash  equivalents,  accounts  receivable,  short
term borrowings,  accounts payable and other accrued  liabilities are reasonable
estimates of their fair value based upon their current maturities.  The carrying
value of marketable  securities  approximates fair value as determined by quoted
market prices less any reserves for liquidity and volatility concerns.

At February  29, 2000,  gains  totaling  $10,000 from expired or sold  palladium
futures  contracts  have  been  deferred  from  income   recognition  until  the
underlying  orders for which the futures  contracts  served as a hedge have been
shipped. At February 29, 2000, JM Ney had open futures contracts to purchase 500
ounces of  palladium  at an average  price of $395 per  ounce,  which had a fair
value of $159,000.  The value of these  contracts  has not been recorded as they
were purchased to hedge firm price orders. At February 29, 2000, JM Ney also had
an open  contract to sell 2,000 ounces of  palladium  for $670 an ounce which at
February 29, 2000 had negative equity value of $104,000.

The  carrying  values  of  long-term  debt  issued by banks  and  capital  lease
obligations  approximate  fair value based on interest rate and repayment terms,
and the extent to which the individual debts are secured.  The fair value of the
Company's 10.5% convertible  debentures  approximates  carrying value based upon
market  interest rates,  its  subordinated  status,  and the market value of the
Company's common stock in relation to the conversion feature of the debt.

(21)     Litigation

The Company is involved in various legal proceedings generally incidental to its
business.  While the results of any  litigation or regulatory  issues contain an
element  of  uncertainty,  management  believes  that the  outcome of any known,
pending or threatened legal proceeding, or all of them combined, will not have a
material  adverse  effect on the  Company's  financial  position  or  results of
operations.

(22)     New Accounting Standards

In June 1998, SFAS No. 133  "Accounting  for Derivative  Instruments and Hedging
Activities"  was  issued.  SFAS No.  133  requires  an entity to  recognize  all
derivatives  as either  assets or  liabilities  in the  statement  of  financial
position and measure those instruments at fair value. Gains and losses resulting
from changes in the values of those derivatives would be recognized  immediately
or deferred  depending on the use of the  derivative  and if the derivative is a
qualifying  hedge. The effective date of SFAS No. 133 was subsequently  delayed,
and is now effective for fiscal years beginning after June 15, 2000. The Company
plans to adopt  SFAS No.  133 by May 31,  2001,  as  required.  The  Company  is
currently  assessing the impact of this statement on the Company's  consolidated
financial statements.

(23)     Supplemental Disclosure of Cash Flow Information

The information  below supplements the cash flow data presented in the Company's
Consolidated Statements of Cash Flows (in thousands):

                                  2000                  1999               1998
                                  ----                  ----               ----

 Cash paid (received) for:

  Interest                   $   1,692               $ 1,702             $1,129
  Income taxes, net          $     (140)             $   (210)          $   360


During FY00,  the Company  issued 76,886 and 988 shares of its common stock from
the  conversion  of  its  preferred  stock  and  10  1/2%   convertible   notes,
respectively.

During FY98, the Company  exchanged  $4,311,000 of its convertible  subordinated
debentures  due October  2002 for an equal  amount of  convertible  subordinated
debentures due 2007. In addition to the extended  average maturity of the notes,
the new notes do not contain the restrictive  covenants that were present in the
original issue.  Interest and conversion  terms of the old notes remain the same
in the new notes.

(24)     Related Party Transactions

During FY00, the Company borrowed $1,000,000 from its President. This borrowing,
which is secured by a first mortgage on real estate owned by a subsidiary of the
Company,  bears  interest at the annual rate of 8.5% and matures in August 2001.
In connection  with this  transaction,  the Company's  President also received a
warrant to purchase  18,706 shares of the Company's  common stock at an exercise
price of $16.04 per share.  This  warrant can be  exercised  at anytime  through
February  2003.  The  proceeds of this note were used by the Company to purchase
shares of Moscow Broadband as part of that company's private placement.

During FY99 the Company  accepted a $200,000  two-year 7% note  receivable and a
$50,000 demand note from an executive  officer for the purchase of 62,500 shares
of the Company's common stock.  During FY00, the $50,000 demand note was paid in
cash,  while the $200,000 note  receivable was satisfied  through the receipt of
10,834 shares of the Company's  common stock in accordance with the terms of the
note.

(25)     Subsequent Events

During April 2000, the Company received  $200,000 from its President in exchange
for a secured note bearing interest at the annual rate of 8.5%, and a warrant to
purchase  5,393 shares of the Company's  stock at $11.13 per share through April
2003.  Also in April 2000,  the Company  received  $50,000  from its Chairman in
exchange  for an unsecured  demand note  bearing  interest at the annual rate of
10%.

During March 2000, 12,603 shares of the Company's Preferred Stock were converted
by their holders into 24,499 shares of Common Stock.


<PAGE>


INDEPENDENT AUDITORS' REPORT


The Stockholders and Board of Directors
Andersen Group, Inc.

New York, NY

We have audited the accompanying  consolidated balance sheets of Andersen Group,
Inc.  and  subsidiaries  as of February  29, 2000 and  February 28, 1999 and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows for each of the three years in the period ended  February 29, 2000.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

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

In our opinion, such consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Andersen Group, Inc.
and  subsidiaries at February 29, 2000 and February 28, 1999, and the results of
their  operations  and their cash  flows for the each of the three  years in the
period  ended  February  29,  2000  in  conformity  with  accounting  principles
generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Hartford, Connecticut
May 3, 2000


<PAGE>



ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH

               ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

                                    PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

As of May 16, 2000, the Company has seven members of its Board of Directors. The
names of and certain  information with respect to the persons  presently serving
as directors are as follows:

     OLIVER R. GRACE,  JR.,  age 46, has been a Director  of the  Company  since
1986,  President and Chief  Executive  Officer since 1997, and was Chairman from
1990 to 1997. He has also been  President and a Director of AG Investors,  Inc.,
one of the  Company's  subsidiaries,  since 1992 and a Director of the Company's
wholly-owned subsidiary,  The J. M. Ney Company, since February 1997. Mr. Grace,
Jr. is a General Partner of The Anglo American Security Fund L.P. and a Director
of Take Two Interactive Software, Inc. Mr. Grace, Jr. is the brother of Director
John S. Grace. He also serves on the Board of Directors of ComCor-TV.

     FRANCIS E. BAKER,  age 70, has been  Chairman and  Secretary of the Company
since 1997, a Director since 1959, and President and Chief Executive  Officer of
the  Company  from 1959 to 1997.  Mr.  Baker also  serves as a  Director  of the
Company's wholly-owned  subsidiary,  The J.M. Ney Company. He also serves on the
Board of Directors of ComCor-TV.

     PETER N. BENNETT, age 63, has been a Director of the Company since 1992. He
is a private investor and financial consultant.

     JOHN S. GRACE, age 42, has been a Director of the Company since 1990. He is
the  Chairman  of Sterling  Grace  Corporation,  a General  Partner of The Anglo
American Security Fund L.P. and a Director of Annaly Mortgage  Management,  Inc.
Mr.  Grace has been an  employee of AG  Investors,  Inc.,  one of the  Company's
subsidiaries, since 1992. John S. Grace is the brother of Oliver R. Grace, Jr.

     LOUIS A.  LUBRANO,  age 66, has been a Director of the Company  since 1983.
Mr. Lubrano is currently with Herzog,  Heine,  Geduld,  Inc., members of the New
York Stock Exchange.  Mr. Lubrano was formerly a Managing Director of Stires and
Company,  Inc. from 1991 to 1996,  and also serves as a Director of Graham Field
Health Products, Inc., a manufacturer and distributor of medical products.

     THOMAS  MCPARTLAND,  age 41, has been a Director of the Company since April
2000.  He is founder and majority  shareholder  of  Convergence  Media,  Ltd., a
consulting and investment  company and former President and CEO of TCI Music now
known as Liberty Digital. Mr. McPartland sits on the advisory boards of Dauphine
Capital  Partners,  inVentures,  a U.K.  based  investment  fund  centering  its
attention on the European  marketplace and on the board of Music.com a privately
held music and entertainment portal.

     JAMES J. PINTO,  age 49, has been a Director of the Company  since 1988. He
is President of the Private  Finance Group Corp., a merchant and venture capital
firm, and a position he has held since 1990. Mr. Pinto also serves as a Director
of Empire of Carolina, Inc. and Fragrence Net.

The information  required by this Item with respect to the Executive Officers of
the  Registrant is included in Part I of this filing under the section  entitled
Executive Officers of the Company.

ITEM 11.     EXECUTIVE COMPENSATION.

The  following  information  is  provided  regarding  the annual  and  long-term
compensation  paid or to be paid to the Chief  Executive  Officer  and the three
other most highly compensated  executive officers of the Company with respect to
the fiscal years 2000, 1999 and 1998.

<TABLE>
<CAPTION>

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

                           SUMMARY COMPENSATION TABLE

                                                                                         Long Term
                                                                                       Compensation
                                                                                     -----------------
                                                          Annual                           Awards
                                                        Compensation
                                     -----------------------------------------       -----------------
                                                                                          Securities           All Other
Name and                                                                                Underlying             Compensation(3)
Principal Position                                                                     Options/SARs(2)
                                        Fiscal       Salary (1)        Bonus
                                                                                              (#)                ($)

------------------------------------
Oliver R. Grace, Jr.............         2000         60,446              -                    -                2,017
President and Chief Executive            1999         85,000              -                    -                2,550
Officer                                  1998         85,000         50,000(4)                 -                1,665

Francis E. Baker...............          2000         98,000              -                    -                    -
Chairman and Secretary                   1999        120,000         15,000               20,000                    -
                                         1998         75,000         75,000                    -                  875

Ronald N. Cerny...............           2000        171,473              -                    -                5,030
President, The J.M. Ney Company          1999        164,808         10,000                5,000                4,987
                                         1998        155,000         40,000                    -                2,673

Andrew M. O'Shea............             2000        120,513         10,000                    -                3,959
Chief Financial Officer,  and            1999        112,209          6,680                    -                4,283
Chief Financial Officer of The  J.       1998        104,904         31,000                    -                2,301
M. Ney Company

------------------------------------------------------------------------------------------------------------------------------------
(1)      Includes amounts of compensation deferred by the employee pursuant to the Company's 401(k) plan.
(2)      During fiscal year 1998,  Messrs.  Cerny and O'Shea received options to acquire shares of The J. M. Ney Company.
These grants      are excluded from this table.
(3)      Consists of contributions made by the Company in respect of its 401(k) plan.
(4)      At Mr. Grace,  Jr.'s  election,  this bonus was treated as deferred  compensation  and paid into the Company's Rabbi Trust
         for     his benefit.

No stock  options were issued by the Company or by The J.M.  Ney Company  during
fiscal year 2000.

</TABLE>

               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR

                      AND FISCAL YEAR END OPTION/SAR VALUES

The following table sets forth certain  information with respect to options/SARs
exercised  during  fiscal  year  2000 by the  individuals  named in the  Summary
Compensation  Table and unexercised  options to purchase  Andersen  Group,  Inc.
Common Stock granted under the  Incentive  Stock Option Plan to the  individuals
named in the Summary Compensation Table.

<TABLE>

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



                                                                          Number of Securities     Value of Unexercised
                                                                          Underlying Unexercised   In-the- Money
                                                                          Options/SARs at Fiscal   Options/SARs at

                                   Shares Acquired On    Value Realized   Year End(#)              Fiscal Year End($)
-                                       Exercise           Exercisable/   Exercisable/
                                                          Unexercisable   Unexercisable
         Name                               (#)                   ($)

       Oliver R. Grace, Jr........            -                   -           9,500/0            $117,344/$0
       Francis E. Baker...........            -                   -          20,000/0            $217,500/$0
       Ronald N. Cerny...........             -                   -           8,000/0             $94,313/$0
       Andrew M. O'Shea........               -                   -          10,000/0            $153,125/$0

</TABLE>

Pension Benefits

        The following  table sets forth the estimated  aggregate  annual benefit
payable  upon  retirement  or  at  normal  retirement  age  for  each  level  of
remuneration  specified  at the listed years of service in  accordance  with the
Company's  defined benefit plan. The pension benefits are based on calendar year
earnings and are payable in the form of a life annuity.  For calendar  2000, the
maximum annual compensation limit for determining pension benefits is $170,000.

        <TABLE>

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


                               Pension Plan Table

                                Years of Service

                       ------------- ------------- ------------- ------------- ------------- -------------
Remuneration                   5             10          15             20            25            30
                       ------------- ------------  -------------  ------------- ------------ -------------


 $100,000                   $ 4,450       $ 8,900       $13,350       $17,800       $22,250       $26,700
  125,000                     6,013        12,025        18,038        24,050        30,063        36,075
  150,000                     7,575        15,150        22,725        30,300        37,875        45,450
  170,000                     8,825        17,650        26,475        35,300        44,125        52,950

</TABLE>
An individual's  pension  benefits are equal to the greater of the following two
calculations:  (A) .75% of final average  earnings  (average annual earnings for
the five  consecutive  years of highest earnings in the employee's last 10 years
of  employment)  plus  .50% of final  average  earnings  in  excess  of  covered
compensation  (covered  compensation  equals the average of the Social  Security
wage  base  for  the  individual  based  upon  his/her  age)  multiplied  by the
employee's  years of  service  as a  qualified  employee  (up to a maximum of 40
years),  or (B) the sum of the individual's  accrued pension benefit at December
31, 1993 calculated pursuant to (A) plus the individual's  average  compensation
for the years since December 31, 1993 (average  compensation  equals the highest
average annual earnings for the five consecutive  years since December 31, 1993,
up to a maximum of $160,000) multiplied by the percentages in (A), multiplied by
the number of years of service since  12/31/93.  Pension  benefits  payable upon
retirement are increased by a late retirement factor due to the delay in receipt
of benefits if the employee continues to work after attaining the age of 65.

Pension benefits are not reduced on account of social security benefits received
by the employee. Average earnings is the sum of the amounts shown in the columns
labeled "Salary" and "Bonus" in the Summary  Compensation Table. For purposes of
the Pension Plan Table, the amount used for covered  compensation is the average
of the covered  compensation  for each of the  individuals  named in the Summary
Compensation  Table.  The executive  officers named in the Summary  Compensation
Table have the  following  years of credited  service for pension plan  purposes
under the Table:  Mr. Grace,  Jr. 7 years;  Mr. Cerny 6 years;  and Mr. O'Shea 4
years. Mr. Baker's pension benefits have been computed in accordance with (B) of
the above formula and have been enhanced by the late retirement  factor pursuant
to the Plan. The estimated aggregate annual benefit being paid to Mr. Baker from
the Company's defined benefit pension plan is approximately $33,000.

Employment Agreements

Mr. Cerny has an employment  agreement which,  among other things,  provides for
severance pay in the event of involuntary  termination  for other than cause. In
such case, the Company, at its option, will provide Mr. Cerny with twelve months
of notice or salary and fringe benefits or any combination thereof. In the event
of a change in  control  of The J.M.  Ney  Company,  the  Company  has agreed to
provide Mr. Cerny with two years severance including fringe benefits.

Board Compensation Committee Report on Executive Compensation

The  Compensation  Committee  of the  Board is  responsible  for  reviewing  the
Company's executive  compensation program and policies each year and determining
the  compensation of the Company's senior  executive  officers.  The Committee's
determination on compensation of the Company's Chief Executive Officer and other
executive officers is reviewed with and approved by the entire Board.

The Compensation  Committee of the Board was comprised of Messrs.  James J.
Pinto and Louis A. Lubrano, independent directors.

The fiscal year 2000 base pay of each of the  Company's  executive  officers was
determined on the basis of the individual's responsibilities and performance and
a  comparison  with  salaries  paid by  competitors  of the  Company.  The bonus
component  of  executive  compensation  is  directly  related to  corporate  and
business unit performance. The Committee's overall policy regarding compensation
of the Company's  executive officers is to provide competitive salary levels and
compensation  incentives  that  attract and retain  individuals  of  outstanding
ability  in  key  positions  that  recognize  individual   performance  and  the
performance of the Company  relative to the  performance  of other  companies of
comparable  size,  complexity and quality,  and that support both the short-term
and long-term goals of the Company. The executive  compensation program includes
elements  which,  taken  together,  constitute a flexible and balanced method of
establishing total compensation for senior management.

Compensation  paid to the  Company's  executive  officers  for fiscal  year 2000
consisted  primarily of salary,  bonus and contributions  made by the Company in
respect of its 401(k) Plan.

For fiscal 2000, the Committee  established  the  compensation of Oliver R.
Grace, Jr., the President and Chief Executive Officer of the Company,  using the
same criteria used to determine  compensation for other executive officers.  Mr.
Grace,  Jr.'s fiscal 2000 base pay was based upon a voluntary  salary  reduction
and the Committee's  overall assessment of Mr. Grace, Jr.'s performance and upon
market data.

For fiscal 2000, the Committee established the compensation of Francis E. Baker,
the Company's Chairman and Secretary,  using the same criteria used to determine
compensation for other executive officers. As Chairman, Mr. Baker received a fee
of $98,000.

It is  the  opinion  of  the  Committee  that  the  aforementioned  compensation
structures  provide  features  which  properly  align  the  Company's  executive
compensation  with corporate  performance and the interests of its  stockholders
and which offer competitive opportunities in the marketplace.

Under  Section  162(m)  of  the  Internal   Revenue  Code  and  the  regulations
promulgated  thereunder,  deductions for employee  remuneration  in excess of $1
million  which is not  performance  based are  disallowed  for  publicly  traded
companies.  The Committee has determined  that it is unnecessary at this time to
seek to qualify the components of its compensation program within the meaning of
Section 162(m).

     The foregoing  report has been approved by all members of the  Compensation
Committee

     James J. Pinto, Chairman Louis A. Lubrano


<PAGE>


Performance Graph

The  following  graph  compares the  performance  of the Company for the periods
indicated with the performance of the National Association of Securities Dealers
Automated  Quotation  ("NASDAQ")  Composite Stock Index (the "NASDAQ Composite")
and the  performance of the NASDAQ  Industrial  Composite Stock Index (the "Peer
Group").  The comparative  five-year total returns assume a $100 investment made
on February 28, 1995 with dividends reinvested. The stockholder return shown for
Andersen  Group,  Inc.  ("AGI")  on  the  following  graph  is  not  necessarily
indicative of future stock performance.

Comparative Five-Year Total Returns

Andersen Group, Inc., NASDAQ Composite and Peer Group
(Performance results through February 29, 2000)

<TABLE>

<S>                             <C>             <C>             <C>             <C>     <C>     <C>
  ---------------------------------------------------------------------------------------------------------
                               1995          1996         1997            1998           1999         2000
  AGI                         $100.00       $125.00       $183.33       $196.00         $133.33      $570.83
  NASDAQ Composite            $100.00       $140.08       $166.69       $225.46         $291.36      $598.08
  Peer Group                  $100.00       $129.51       $141.14       $168.70         $167.82      $337.68
  ---------------------------------------------------------------------------------------------------------

</TABLE>






<PAGE>



ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

                  OWNERS AND MANAGEMENT.

                       PRINCIPAL STOCKHOLDERS AND SECURITY

                     OWNERSHIP OF MANAGEMENT OF THE COMPANY

The following table sets forth information regarding the beneficial ownership of
Common  Stock,  as of May 17,  2000 by each  director,  by each named  executive
officer of the Company  described in  "Executive  Compensation",  by persons who
beneficially  own 5% or more of the outstanding  shares of Common Stock,  and by
all directors and executive  officers of the Company as a group.  The beneficial
ownership  information  described  and set forth  below is based on  information
furnished by the specified  persons and is  determined  in accordance  with Rule
13d-3  under  the  Securities  Exchange  Act of 1934,  as  amended.  It does not
constitute an admission of beneficial ownership for any other purpose.

<TABLE>
<CAPTION>

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



                                              Amount and Nature of
                                                Beneficial Ownership             Percent of Class

  Name and Address of Beneficial Owner

                                                     Preferred     Common         Preferred     Common

  Francis  E. Baker(1)..............................       0      207,735               0          10.0
     8356 Sego Lane
     Vero Beach, Florida
  Estate of Oliver R. Grace, Sr.(2)..............          0      156,360               0           7.6
     c/o Lorraine G. Grace, Executrix
     49 Cove Neck Road
     Oyster Bay, New York
  Lorraine G. Grace(3)..............................       0      183,790               0           8.9
     49 Cove Neck Road
     Oyster Bay, New York
  Oliver R. Grace, Jr. (4)...........................   6,000      293,321               2.9        13.4
     55 Brookville Road
     Glen Head, New York
  John S. Grace(5)..................................    22,571      125,556              11.1         5.8
     55 Brookville Road
     Glen Head, New York
  Peter N. Bennett(6)...............................    52,487      105,034              25.7         4.9
      6 Batersea High St.
      London SW11 3RA, England
  The Bank of Butterfield(7).......................     16,863      331,826               8.0        15.9
      Rose Bank Centre
      14 Bermudiana Road
      Hamilton, Bermuda
  First United Securities Limited(8).............            0      135,924               0           6.6
      Exchange House
      P.O. Box 16, 54-58 Athol Street
      Douglas, Isle of Man
  Louis A. Lubrano(9)...............................         0        8,000               0           (14)
  James J. Pinto(10).................................        0       61,515               0           3.0
  Thomas McPartland(11)..........................            0            0               0             0
  Ronald N. Cerny(12)..............................          0        8,884               0           (14)
  Andrew M. O'Shea(13)...........................            0       12,401               0           (14)
  All directors and executive officers as a
     group (3 (Preferred) and 8 (Common)
     persons including certain of the above-
     named individuals)............................      81,058      774,580              39.7        32.5


</TABLE>


<PAGE>



(1)     Francis E. Baker has  beneficial  ownership  of an  aggregate of 207,735
        shares of Common Stock and no shares of Preferred  Stock.  Of the Common
        Stock amount 125,001 shares are owned directly.  The figure set forth in
        the table  includes  58,900 shares of Common Stock with respect to which
        Mr.  Baker has shared  voting  power as  co-trustee  under the Oliver R.
        Grace  Grandchildren  Trust U/R dated December 27, 1976 and 3,834 shares
        which  such  Trust  owns by virtue of its  ability  to  convert  $62,000
        principal  amount  of  the  Company's  10.5%  Convertible   Subordinated
        Debentures due 2007 (the  "Debentures")  to Common Stock within a 60-day
        period.  Mr.  Baker also holds a stock  option to acquire an  additional
        20,000 shares of Common Stock which may be issued to him within a 60-day
        period. Mr. Baker disclaims  beneficial ownership of such shares held in
        trust. In addition to the shares reported in the table, Mr. Baker is the
        settlor of four irrevocable  trusts dated March 31, 1970 created for the
        benefit of certain of his children.  Fleet National Bank acts as trustee
        under each of these trusts,  which hold an aggregate of 34,006 shares of
        Common  Stock.  Mr.  Baker does not exercise any control over these four
        trusts and disclaims beneficial ownership.

     (2) The Estate of Oliver R. Grace,  Sr., c/o Lorraine G. Grace,  Executrix,
has direct  beneficial  ownership of an  aggregate  of 156,360  shares of Common
Stock and no shares of Preferred  Stock.

     (3) Lorraine G. Grace has beneficial  ownership of 183,790 shares of Common
Stock and no shares of  Preferred  Stock.  Of the Common  Stock  amount,  13,638
shares are held by Mrs. Grace directly;  2,475 shares are held by Mrs. Grace, as
trustee of a trust for the benefit of her  children;  11,317  shares are held by
virtue of the ability of Mrs. Grace to convert $183,000  principal amount of the
Debentures to Common Stock within a 60-day  period;  and 156,360 shares are held
by virtue of Mrs.  Grace's  appointment  as executrix of the Estate of Oliver R.
Grace, Sr. Lorraine G. Grace is the mother of Directors Oliver R. Grace, Jr. and
John S. Grace.

(4) Oliver R. Grace,
Jr. has  beneficial  ownership of an aggregate of 193,266 shares of Common Stock
and 6,000 shares of Preferred  Stock. Of the Common Stock amount,  62,528 shares
are held by Oliver R. Grace, Jr. directly,  including 33,828 shares by virtue of
Mr. Grace,  Jr.'s ability to convert $547,000 principal amount of the Debentures
to Common Stock within a 60-day period;  11,664 shares are held by virtue of Mr.
Grace, Jr.'s ability,  as custodian for the benefit of his children,  to convert
6,000 shares of the  Company's  Preferred  Stock to Common Stock within a 60-day
period;  6,107 shares are held by Carolyn Grace,  the spouse of Oliver R. Grace,
Jr.,  of which 5,627  shares are held by Mrs.  Grace by virtue of her ability to
convert  $91,000  principal  amount of the  Debentures  to Common Stock within a
60-day  period;  47,866  shares  are held by virtue of the  ability of The Anglo
American Security Fund L.P. (of which Oliver R. Grace, Jr. is a general partner)
to convert $774,000  principal amount of the Debentures to Common Stock within a
60-day period;  37,000 shares are held by a corporation  owned by members of Mr.
Grace,  Jr.'s  family and 94,556  shares  are held in an  individual  retirement
account for the  benefit of Mr.  Grace,  Jr..  Mr.  Grace,  Jr. also holds stock
options to acquire  an  additional  9,500  shares of Common  Stock  which may be
issued to him within a 60-day period.  Mr. Grace,  Jr. also holds stock warrants
to acquire an additional  18,706 shares and 5,393 shares expiring March 2003 and
April 2003 respectively.  Oliver R. Grace, Jr. disclaims beneficial ownership of
all shares  owned by his  spouse,  by him as trustee  for the  benefit of family
members,  by his  children,  and by  The  Anglo  American  Security  Fund,  L.P.
described herein.

 (5) John S. Grace has beneficial  ownership of 125,556 shares
of Common  Stock and 22,571  shares of  Preferred  Stock.  Of the  Common  Stock
amount,  17,272  shares are owned by John S.  Grace  directly,  including  1,422
shares held by virtue of Mr. Grace's ability to convert $23,000 principal amount
of the Debentures to Common Stock within a 60-day period; 47,866 shares are held
by virtue of the ability of The Anglo American Security Fund L.P. (of which John
S. Grace is a general  partner)  to  convert  $774,000  principal  amount of the
Debentures  to Common  Stock  within a 60-day  period;  1,484 shares are held by
virtue of the ability of Florida & Asia Consulting, Inc. (Lola Grace, the spouse
of John S. Grace, is the sole stockholder of Florida & Asia Consulting, Inc.) to
convert  $24,000  principal  amount of the  Debentures  to Common Stock within a
60-day period; 43,878 shares are held by virtue of the ability of Sterling Grace
Capital  Management,   L.P.  (John  S.  Grace  is  Chairman  of  Sterling  Grace
Corporation,  the general partner of Sterling Grace Capital Management, L.P.) to
convert  22,571  shares of the  Preferred  Stock to Common Stock within a 60-day
period and 9,055  shares are held in an  individual  retirement  account for Mr.
Grace's  benefit.  Mr. Grace also holds stock  options to acquire an  additional
6,000 shares of Common Stock.  John S. Grace disclaims  beneficial  ownership of
all shares  held by  trustees  for the  benefit of members of his family and The
Anglo American Security Fund L.P.

     (6) Peter N. Bennett has  beneficial  ownership of 105,034 shares of Common
Stock and 52,487  shares of Preferred  Stock.  The figure set forth in the table
includes  shares held by virtue of the ability of Mr.  Bennett to convert 52,487
shares of the Preferred  Stock to 102,034 shares of Common Stock within a 60-day
period.  Also  included in the figure set forth in the table are 3,000 shares of
Common Stock which may be issued to Mr.  Bennett  within 60 days hereof upon the
exercise of his existing exercisable stock option.

     (7) The Bank of  Butterfield  (the "Bank") has  beneficial  ownership of an
aggregate 331,826 shares of Common Stock and 16,863 shares of Preferred Stock as
trustee of various trusts.  Of the Common Stock amount 32,781 shares are held by
virtue of the  Bank's  ability,  as  trustee,  to convert  16,863  shares of the
Preferred Stock to Common Stock within a 60-day period.

     (8) First United Securities Limited ("FUSL") has beneficial ownership of an
aggregate of 135,924 shares of Common Stock, as trustee of various  trusts,  and
no shares of Preferred  Stock.  Of the Common Stock amount 9,214 shares are held
by virtue of the  ability of FUSL to convert  $149,000  principal  amount of the
Debentures to Common Stock within a 60-day period.

     (9) Louis A.  Lubrano has  beneficial  ownership  of 8,000 shares of Common
Stock and no shares of Preferred Stock.  Mr. Lubrano's  ownership is represented
by stock options to acquire 8,000 shares of Common Stock within a 60-day period.
(10) James J. Pinto has  beneficial  ownership of 61,515  shares of Common Stock
and no shares of Preferred Stock. Of the Common Stock amount,  53,515 shares are
held  directly.  Also  included  in the  figure set forth in the table are stock
options to acquire 8,000 shares of Common Stock within a 60-day period.

     (11) Thomas McPartland holds  non-qualified stock options to acquire 20,000
shares of Common Stock. These options are not exercisable until April 2001.

     (12)Ronald  N. Cerny has  beneficial  ownership  of 8,884  shares of Common
Stock and no shares of Preferred Stock. Of the Common Stock amount, 3,000 shares
are held  directly and 884 shares are held in the  Company's  401(k) Plan.  Also
included in the figure set forth in the table are stock options to acquire 5,000
shares of Common Stock within a 60-day period.

     (13) Andrew M. O'Shea has  beneficial  ownership of 12,401 shares of Common
Stock and no shares of  Preferred  Stock.  Of the Common  Stock  amount,  11,000
shares are held directly,  901 shares are held in the Company's  401(k) Plan and
500 shares are held by Moira L. O'Shea, the spouse of Andrew M. O'Shea.

     (14) Represents less than one percent (1%) of the Common Stock.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Moscow Broadband Communication Ltd.

          At February 28,  1999,  the Company  owned 50% of Treglos  Investments
Limited  ("Treglos")  which owned an  investment  in the Institute for Automated
Systems ("IAS"), a Russian  telecommunications  company. At that date, Oliver R.
Grace, Jr., the Company's President and Chief Executive Officer, and his brother
John S. Grace,  a Director of the Company,  each owned  directly and  indirectly
approximately  22% of  Treglos.  Treglos  has since  changed  its name to Moscow
Broadband Communication LTD (Moscow Broadband).

          During the period from March 1, 1999 through  December  31, 1999,  the
Company  invested  an  additional  $300,000,   including  $39,000  of  allocated
salaries,  in Moscow  Broadband  which was matched  equally by the other  Moscow
Broadband shareholders. These funds were used primarily to pay expenses relating
to developing an agreement with Moscow  Telecommunications  Company  (COMCOR) to
own and operate  ComCor-TV,  which has  undertaken to deliver cable  television,
data  transmission  and Internet access and IP telephony  throughout the Moscow,
Russia region.

          During January 2000 through March 2000,  Moscow Broadband  conducted a
private  placement of its common stock in which it raised  $18,000,000  in gross
cash  proceeds.  The Company  invested  $4,500,000  in this  private  placement,
including  the  conversion of $500,000 of unrecorded  accounts  receivable  from
Moscow Broadband into Moscow  Broadband stock. In addition,  entities formed for
the  benefit of Oliver R.  Grace,  Jr.  and John S.  Grace,  or their  families,
invested  $6,090,000,  including the conversion of $475,000 of receivables  from
Moscow Broadband into Moscow  Broadband  stock.  Francis E. Baker, the Company's
Chairman,  invested $500,000,  Thomas McPartland,  a Director invested $500,000,
James J. Pinto, a Director,  directly and indirectly invested $600,000, Peter N.
Bennett,  a Director invested $200,000 and Andrew M. O'Shea, the Company's Chief
Financial Officer,  invested $10,000.  Also, Ann Marie Lubrano,  the daughter of
Louis A. Lubrano, a Director, invested $100,000.

          The  accounts  receivable  to the  Company  and  the  Grace-controlled
interests,  as well as to one other  investor,  represented a portion of amounts
paid into Moscow Broadband from 1995 through 1999.

          During  January and February 2000,  the Company  allocated  $46,833 of
expenses to Moscow Broadband for administrative and due diligence  services.  At
February  29, 2000,  the Company had  recorded a receivable  of $91,747 for such
allocated  costs and for expenses  paid on Moscow  Broadband's  behalf which was
subsequently paid.

         During fiscal 2000, Oliver R. Grace, Jr., President and Chief Executive
Officer,  extended the Company a $1,000,000  loan for the purpose of  increasing
the Company's investment in Moscow Broadband.  This loan which bears interest at
the annual  rate of 8.5% to be paid  quarterly,  matures  in August  2001 and is
secured by a first lien on real estate owned by a wholly-owned subsidiary of the
Company.  In connection with the loan, Mr. Grace, Jr. also received a warrant to
purchase 18,706 shares of the Company's stock at an exercise price of $16.04 per
share.

VSMPO

     During  fiscal 1998,  the Company  purchased  shares of the common stock of
Avisma, a Russian titanium producer, for approximately  $2,000,000,  for its own
account and on behalf of certain  members of the  Company's  Board of Directors.
Avisma  was  subsequently  merged  into  VSMPO,  a Russian  titanium  processing
company. The Company's portion of the original investment was $1,225,000. Shares
owned by the Company in a Rabbi  Trust for the benefit of Oliver R. Grace,  Jr.,
as well as shares held for Messrs.  Francis E. Baker and James J. Pinto, and for
entities formed for the benefit of Mr. Grace,  Jr. and John S. Grace,  and their
families,  were held by the Company for administrative  convenience.  The entire
investment  was  sold  during  fiscal  2000  and  the  proceeds   received  were
proportionally  distributed  to the  beneficial  owners as follows-  the Company
$317,000,  Mr. Baker $26,000, Mr. Pinto, $32,000, Rabbi Trust for Mr. Grace, Jr.
$26,000,  entities  formed for the  benefit  of Mr.  Grace,  Jr.  and Mr.  Grace
$117,000.

Other

          Francis E. Baker, the Company's Chairman and Secretary, is indebted to
the  Company  in the amount of  $223,487.  Mr.  Baker  purchased  the  Company's
interest in a split dollar life insurance policy, insuring Mr. Baker's life, and
for  which  the  Company  was the  beneficiary,  in  exchange  for  Mr.  Baker's
non-interest  bearing  promissory note in the principal amount of $223,487,  due
December 2000. The note is secured by a pledge of shares of the Company's Common
Stock owned by Mr.  Baker that had a market value of  approximately  $856,250 at
February  29,  2000.  The  consideration  represented  by  the  promissory  note
approximated  the cash  surrender  value of the policy and equaled the Company's
book value at the date of the transaction.

         During April 2000, the Company borrowed an additional $200,000 from Mr.
Grace,  Jr. in exchange for a 8.5% secured note and a warrant to purchase  5,393
shares of the Company's  common stock at $11.13 per share.  Also, in April 2000,
the Company borrowed $50,000 from Francis E. Baker, Chairman, in exchange for an
unsecured  demand note which bears interest at the rate of 10% per annum.  These
amounts were borrowed to enable the Company to meet its  preferred  dividend and
interest payment requirements. These transactions were authorized by the Board's
Executive Committee subject to approval of the Board.

         The  Company  leases  office  space  from a company  owned by Oliver R.
Grace,  Jr.,  President and Chief Executive  Officer,  for which it paid $71,605
during the fiscal year ended February 29, 2000.

         During the prior fiscal year,  Peter R. Barker,  the  Company's  former
Vice President and Chief  Financial  Officer,  became indebted to the Company in
the aggregate amount of $250,000,  in the form of a two-year promissory note due
January 2001, with interest payable at 7%, and a $50,000 demand note. Mr. Barker
repaid the demand  note in cash,  and repaid  the  two-year  promissory  note by
tendering  10,834 shares of the Company's  common stock under  provisions of his
employment agreement.


<PAGE>



                                     PART IV

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

     (a)1.  Consolidated  Financial  Statements  applicable  to  the  Registrant
contained in Item 8:

                                                                           Pages

Consolidated Balance Sheets

as of February 29, 2000 and February 28, 1999                                 21

Consolidated Statements of Operations
for the years ended February 29, 2000 and February 28, 1999 and 1998          22

Consolidated Statements of Changes in Stockholders' Equity

for the years ended February 29, 2000 and February 28, 1999 and 1998          23

Consolidated Statements of Cash Flows

for the years ended February 29, 2000 and February 28,  1999 and 1998         24

Notes to Consolidated Financial Statements                                    25

Independent Auditors' Consent                                                E-3

(a)2.  Consolidated Financial Statement Schedules:

Schedule

I  Condensed Financial Information                                    F-1 to F-4
II Valuation and Qualifying Accounts                                         F-5

Note:    Schedules other than those listed above, are omitted as not applicable,
     not required, or the information is included in the Consolidated Financial
          Statements or notes thereto.

(a)3.    Exhibits required by Item 601 of Regulation S-K:



Exhibit

  No.                Description

     3.1  Second  Amended  and  Restated  Certificate  of  Incorporation  of the
Registrant.

     3.11 Amended and Restated  By-Laws of the  Registrant as of April 18, 1997,
incorporated  herein by  reference  to Exhibit  3.2 to the  Registrant's  Annual
Report on Form 10-K for the year ended  February 28, 1997  (Commission  File No.
0-1460).

     3.2 Restated By-laws for the State of Delaware.

     4.1  Indenture,  dated as of February 26, 1998,  between the Registrant and
The Chase  Manhattan  Bank,  as  Trustee,  in respect of  $4,311,000,  aggregate
principal amount, 10 1/2% Convertible Subordinated Debentures Due 2007.

     10.1 Andersen Group, Inc.  Incentive Stock Option Plan incorporated  herein
by reference to Appendix A to the Registrant's Post-Effective Amendment No. 1 to
Form S-8 (File No. 333-17659) filed February 27, 1997.

     10.2 Andersen Group,  Inc.  Incentive and  Non-Qualified  Stock Option Plan
incorporated   herein  by   reference   to   Appendix  B  to  the   Registrant's
Post-Effective  Amendment No. 1 to Form S-8 (File No.  333-17659) filed February
27, 1997.

     10.3.  Deferred  Compensation  Agreement,  entered into as of September 30,
1992, by and between the Registrant and Francis E. Baker, incorporated herein by
reference to Exhibit  10.26 of the  Registrant's  Annual Report on Form 10-K for
the year ended February 28, 1995 (Commission File No. 0-1460).

     10.4 Letter  Agreement,  dated March 7, 1993,  between the  Registrant  and
Ronald N.  Cerny,  incorporated  herein by  reference  to  Exhibit  10.30 to the
Registrant's  Annual  Report on Form 10-K for the year ended  February  28, 1995
(Commission File No. 0-1460).

     10.5 Letter Agreements, dated February 23, 1995 and March 20, 1995, between
the Registrant and Ronald N. Cerny.

     10.6 Revolving Credit and Deferred Payment Sales Agreement by and among The
J. M. Ney Company,  Bank of Boston  Connecticut  and Rhode Island Hospital Trust
National  Bank made as of the 8th day of October  1996,  incorporated  herein by
reference to exhibit  10.13 of the  Registrant's  Annual Report on Form 10-K for
the year ended February 28, 1997.

     10.10  Securities  Purchase  Agreement dated as of December 29, 1997 by and
between The J.M. Ney Company and BankBoston, N.A.

     10.11 Asset Purchase Agreement made effective as of February 28, 1998 among
CAE U.S., Inc., Ney Ultrasonics Inc. and Andersen Group, Inc.

     10.12 Amendment to Revolving Credit and Deferred Payment Sales Agreement by
and among The J.M.  Ney Company,  BankBoston  and Rhode  Island  Hospital  Trust
National Bank dated December 29, 1997.

     10.13 Peter Barker Service Agreement effective January 11, 1999.

     10.14  Settlement  Agreement  with  between  CAE (U.S.) Inc.  ("CAE");  Ney
Technology, Inc. f/k/a Ney Ultrasonics, Inc.; and Andersen Group, Inc.

21.           Subsidiaries of the Registrant.*

23.           Consent of Deloitte & Touche LLP.*

27.           Financial Data Schedule.*

(b)      Reports on Form 8-K.
              On February 2, 2000,  the Company  filed a Form 8-K to announce an
              increase  in  its  investment  in  Treglos   Investments   Limited
              (Treglos) as part of a private placement of Treglos shares, and to
              announce   that  Treglos  had  entered  into  an  agreement   with
              Moskovskaya   Telecommunikatsionnaya   Corporatsiya   (COMCOR),  a
              Moscow-based  telecommunications  company to operate ZAO ComCor-TV
              (ComCor-TV).    ComCor-TV   will   provide   a   wide   range   of
              telecommunications services including cable television, high speed
              Internet  access and IP telephony to  individual  subscribers  and
              businesses throughout the Moscow region.

              On February 22, 2000, the Company filed a Form 8-K which contained
              the General Agreement dated January 31, 2000 among COMCOR, Treglos
              and ComCor-TV and an amendment  regarding the closing date,  dated
              February 15, 2000.

*Filed herein


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized on May 25, 2000.

ANDERSEN GROUP, INC.                                       ANDERSEN GROUP, INC.
--------------------                                       --------------------
Registrant                                                 Registrant

/s/ Oliver R. Grace, Jr.                                   /s/ Andrew M. O'Shea
------------------------                                   --------------------
Oliver R. Grace, Jr.                                       Andrew M. O'Shea
Principal Executive Officer                          Chief Financial Officer and
                                                    Principal Accounting Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant  and in the capacities  and on the dates  indicated.  NAME TITLE DATE
---- ----- ----

/s/ Francis E. Baker                     Chairman, Secretary and Director
--------------------
Francis E. Baker                                        May 25, 2000

/s/ Oliver R. Grace                      President, Chief Executive Officer
-------------------
Oliver R. Grace                          and Director
                                                          May 25, 2000


/s/ Peter N. Bennett
Peter N. Bennett                         Director         May 25, 2000

/s/ John S. Grace

John S. Grace                            Director         May 25, 2000

/s/ Louis A. Lubrano

Louis A. Lubrano                         Director         May 25, 2000

/s/ Thomas McPartland

Thomas McPartland                        Director         May 25, 2000

/s/ James J. Pinto

James J. Pinto                           Director         May 25, 2000







<PAGE>




INDEPENDENT  AUDITORS' REPORT The  Stockholders and Board of Directors  Andersen
Group, Inc.

New York, NY

     We have audited the consolidated balance sheets of Andersen Group, Inc. and
subsidiaries  as of  February  29,  2000 and  February  28, 1999 and the related
consolidated statemetns of opoerations,  stockholders' equity and cash flows for
each of the thre years in the period ended  February 29, 2000 for the years then
ended,  and have  issued our report  thereon  dated May 3, 2000;  such report is
included  elsewhere in this Form 10-K.  Our audit also  included  the  financial
statement schedules of Andersen Group, Inc. and subsidiaries, listed in Item 14.
These  financial  statement  schedules are the  responsibility  of the Company's
management.  Our responsibility is to express an opinion based on our audits. In
our opinion, such financial statement schedules,  when considered in relation to
the basic consolidated financial statements taken as a whole, present fairly, in
all material respects, the information set forth therein.

/s/ Deloitte and Touche LLP

Hartford, Connecticut
May 3, 2000


<PAGE>


<TABLE>
<CAPTION>

ANDERSEN GROUP, INC.
Schedule I - Condensed Financial Information of the Registrant
Condensed Balance Sheets
February 29, 2000 and February 28, 1999

(amounts in thousands)

<S>                                                                           <C>            <C>

                                                                                    2000                    1999
Assets

Current assets:

Cash and cash equivalents                                                        $ 1,194                $  1,614
Marketable securities                                                                851                   5,916
Accounts and other receivables                                                       194                     230
Prepaid expenses and other assets                                                    229                       5
Deferred income taxes                                                                400                     546
Receivable from JM Ney Company                                                       831                       -
                                                                                  ------                  ------
Total current assets                                                               3,699                   8,311
Investment in The J. M. Ney Company                                                6,337                   6,921
Subordinated note receivable from The J.M. Ney Company                             4,000                   4,000
Investment in Moscow Broadband Communication Ltd.                                  4,084                      84
Investments                                                                            -                     122
Property, plant and equipment, net                                                 2,190                   2,308
Other assets                                                                       1,028                     940
Deferred income taxes                                                                  -                     222
                                                                                  ------                  ------

                                                                                 $21,338                 $22,908
                                                                                  ------                  ------
                                                                                  ------                  ------

Liabilities and Stockholders' Equity

Current liabilities:

Short-term borrowings                                                         $        -                 $ 1,392
Current maturities of long-term debt                                                 421                     316
Accounts payable                                                                     289                     157
Accrued liabilities                                                                  595                     449
                                                                                   -----                    ----
Total current liabilities                                                          1,305                   2,314
Long-term debt, less current maturities                                            3,086                   3,522
Note payable to officer, net of unamortized discount                                 933                       -
Other long-term liabilities                                                          742                     643
Deferred income taxes                                                                 10
                                                                                                                -
                                                                                   ------                  ------
Total liabilities                                                                  6,076                   6,479
Commitments and contingencies (Note 7)
Stockholders' equity:
Cumulative convertible preferred stock,
    no par value; authorized 800,000 shares; ; outstanding 216,864 in
   2000 and 256,416 shares in 1999; liquidation preference $18.75 per              4,033                   4,769
share

Common stock, $.01 par value; authorized 6,000,000 shares,
    issued 2,035,364 in 2000 and 1,958,478 shares in 1999                             20                      20
Additional paid-in capital                                                         6,141                   5,339
Treasury stock, at cost, 28,002 in 2000;30,549 shares in 1999;                      (276)                   (142)
Receivable from officer                                                                -                    (250)
Retained earnings                                                                  5,344                   6,693
                                                                                  ------                   ------

Total stockholders' equity                                                        15,262                  16,429
                                                                                 -------                  ------
                                                                                 $21,338                 $22,908
                                                                                 -------                  ------
                                                                                 -------                  ------
See accompanying notes to condensed financial information.

</TABLE>

                                                                           F-1


<PAGE>


<TABLE>
<CAPTION>

                                                       ANDERSEN GROUP, INC.
         Schedule I - Condensed Financial Information of the Registrant

                       Condensed Statements of Operations
                                     Years ended February 29, 2000, February 28, 1999 and 1998
                                            (amounts in thousands, except per share data)

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



------------------------------------------------------------------- ---------------------- ------------------------ ----------------
                                                                                2000                    1999                1998


Revenues:

Investment income (loss) and other income                                      $1,262                 $(3,237)           $3,471
Management fees and interest from The J.M. Ney Company                            920                     820               205
------------------------------------------------------------------ ----------------------- ------------------------ ----------------
                                                                                2,182                  (2,417)            3,676
------------------------------------------------------------------ ----------------------- ------------------------ ----------------
Costs and expenses:

General and administrative                                                      2,455                   2,039             2,207
Interest expense                                                                  425                     503               695
------------------------------------------------------------------ ----------------------- ------------------------ ----------------
                                                                                2,880                   2,542             2,902
------------------------------------------------------------------ ----------------------- ------------------------ ----------------
(Loss) income from continuing operations before income taxes
  and equity in earnings of The J.M. Ney Company                                 (698)                 (4,959)              774
Income tax (benefit) expense                                                     (279)                 (1,678)              361
------------------------------------------------------------------ ----------------------- ------------------------ ----------------
Loss from continuing operations before equity in (loss)
  earnings of  The J.M. Ney Company                                              (419)                 (3,281)              413
Equity in (loss) earnings of The J.M. Ney Company                                (568)                    317             1,357
------------------------------------------------------------------ ----------------------- ------------------------ ----------------
(Loss) income from continuing operations                                         (987)                 (2,964)            1,770
Income from discontinued operations, net of taxes                                   -                       -               345
(Loss) gain on sale of discontinued segment, net of income taxes                    -                    (116)               97
------------------------------------------------------------------ ----------------------- ------------------------ ----------------
Net (loss) income                                                                (987)                 (3,080)            2,212
Preferred dividends                                                              (362)                   (385)             (440)
------------------------------------------------------------------ ----------------------- ------------------------ ----------------
(Loss) income applicable to common shares                                     $(1,349)                $(3,465)           $1,770
------------------------------------------------------------------ ----------------------- ------------------------ ----------------

(Loss) earnings per common share:

BASIC

   Continuing operations                                                      $ (0.70)                $( 1.74)            $0.69
   Discontinued operations                                                          -                       -              0.18
   Loss on sale of discontinued segment                                             -                    (.06)             0.05
------------------------------------------------------------------ ----------------------------- -------------------- --------------
   (Loss) earnings per common share, basic                                    $ (0.70)               $  (1.80)             0.92
------------------------------------------------------------------ ----------------------------- -------------------- --------------

DILUTED

   Continuing operations                                                      $ (0.70)               $ (1.74)              $0.68
   Discontinued operations                                                          -                      -                0.18
   Loss on sale of discontinued segment                                             -                   (.06)               0.05
------------------------------------------------------------------ ----------------------------- -------------------- --------------
   Loss per common share, diluted                                             $ (0.70)               $ (1.80)              $0.91
------------------------------------------------------------------ ----------------------------- -------------------- --------------
See accompanying notes to condensed financial information.

</TABLE>

                                       F-2


<PAGE>


<TABLE>
<CAPTION>

                                                         ANDERSEN GROUP, INC.
                                         Schedule I - Condensed Financial Information of the Registrant
                                                       Condensed Statements of Cash Flows

                                           Years ended February 29, 2000, February 28, 1999 and 1998
                                                             (amounts in thousands)

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


                                                                        2000                       1999                   1998
---------------------------------------------------------------- ---------------------- ------------------------- ------------------
Cash flows from operating activities:

Net loss                                                               $(987)                   $(3,080)                $2,212
Adjustments  to reconcile net (loss) to net cash provided by (used in) operating
activities:

Equity in loss (earnings) of The J. M. Ney Company                       568                       (317)                (1,357)
Equity in earnings of Ney Ultrasonics                                      -                          -                   (345)
Depreciation, amortization and accretion                                 150                        157                    216
Deferred income taxes                                                    378                     (1,280)                   880
Loss (gain) on sale of Ney Ultrasonics                                     -                        116                    (97)
Net (gains) losses  from securities                                     (268)                     4,247                 (2,619)
Purchases of securities                                                 (174)                    (1,336)                (2,218)
Proceeds from sales of securities                                      5,312                      1,783                  1,230
Gain on sale of property                                                   -                        (25)                     -
Changes in operating assets and liabilities:
Accounts and notes receivable                                             36                       (105)                   (72)
Receivable from The JM Ney Company                                      (831)                         -                      -
Prepaid expenses and other assets                                       (226)                         1                    372
Accounts payable, accrued liabilities and other
  long-term obligations                                                  302                     (1,464)                  (409)
---------------------------------------------------------------- ---------------------- ------------------------- ------------------
Net cash provided by (used in) operating activities                    4,260                     (1,303)                (2,207)
---------------------------------------------------------------- ---------------------- ------------------------- ------------------
Cash flows from investing activities:

Proceeds from sale of Ultrasonics segment                                  -                      2,800                      -
Purchase of property, plant and equipment                                (20)                       (22)                   (34)
Proceeds from sale of property                                             -                        223                      -
Proceeds from sale of investments                                        317                          -                  1,542
Investment in Moscow Broadband Communication Ltd.                     (4,000)                         -                      -
Investment in other assets                                                 -                          -                 (1,225)
---------------------------------------------------------------- ---------------------- ------------------------- ------------------
Net cash (used in) provided by investing activities                   (3,703)                     3,001                    283
---------------------------------------------------------------- ---------------------- ------------------------- ------------------
Cash flows from financing activities:

Principal payments on long-term debt                                    (315)                      (727)                (2,561)
(Repayments of) proceeds from short-term borrowings                   (1,392)                       (95)                 1,486
Proceeds from issuance of secured note                                 1,000                          -                      -
Stock options exercised                                                   10                         50                      -
Treasury shares sold (purchased), net                                     55                       (352)                     -
Officer load repaid                                                       50                          -                      -
Dividends paid                                                          (385)                      (401)                (1,222)
Redemption of preferred stock                                              -                          -                   (160)
Dividends received from The J.M. Ney Company                               -                          -                  3.518
---------------------------------------------------------------- ---------------------- ------------------------- ------------------
 Net cash (used in) provided by financing activities                    (977)                    (1,525)                 1,061
---------------------------------------------------------------- ---------------------- ------------------------- ------------------
 Net (decrease) increase in cash and cash equivalents                   (420)                       173                   (863)
 Cash and cash equivalents, beginning of year                          1,614                      1,441                  2,304
---------------------------------------------------------------- ---------------------- ------------------------- ------------------
 Cash and cash equivalents, end of year                               $1,194                    $ 1,614                 $1,441
---------------------------------------------------------------- ---------------------- ------------------------- ------------------
Supplemental disclosure of cash flow information

Cash paid (received) for:

 Interest                                                            $   437                   $    538                $   766
 Income taxes, net                                                   $  (140)                  $   (210)               $   360
---------------------------------------------------------------- ---------------------- ------------------------- ------------------
See accompanying notes to condensed financial information.

</TABLE>

                                       F-3


<PAGE>


ANDERSEN GROUP, INC
Schedule I - Condensed Financial Information
of the Registrant

Notes to Condensed Financial Information
February 29, 2000 and February 28, 1999

NOTE 1 - GENERAL

The Condensed  Financial  Information  presented  herein is required because the
Registrant's  wholly owned subsidiary,  The J. M. Ney Company (JM Ney),  entered
into a Revolving  Credit and Deferred  Payment Sales Agreement with a commercial
bank in October 1996 which was  subsequently  amended  December  30, 1997.  This
agreement contains covenants that limit the transfer of cash and other resources
from JM Ney to the Registrant.

The  Condensed  Financial  Information  of the  Registrant  should  be  read  in
conjunction  with  the  Consolidated  Financial  Statements  and  the  Notes  to
Consolidated  Financial  Statements  which are  included  in Item 8 herein.  The
Condensed  Financial  Information  of the  Registrant  includes  the accounts of
several  wholly owned  subsidiaries  which are  immaterial  to the  Registrant's
Condensed Financial Information.

NOTE 2 - TRANSACTIONS WITH AFFILIATES

The Registrant and its wholly owned  subsidiaries  share certain  administrative
services. The costs of these services are allocated to the entity which receives
the  service.  The  following  are among the types of  services  which have been
provided to the Registrant by JM Ney: maintenance,  accounting, human resources,
and management  information  systems.  Services provided by the Registrant to JM
Ney include the following:  legal, tax, and business advisory  services.  During
FY98, JM Ney made a $4 million  distribution to the Registrant in the form of an
8% junior  subordinated note due January 31, 2005.  Effective December 1997, the
Registrant  and JM Ney also  entered into a  Financial,  Investment  Banking and
Professional Services Agreement under which, subject to JM Ney's compliance with
certain covenants, JM Ney will pay the Registrant fees for defined services. The
retainer  for the first 15 months of this  agreement  was at the annual  rate of
$500,000.  Thereafter,  the retainer  will  increase by $100,000  per year.  The
agreement runs through  November 30, 2002.  During FY00 and FY99, JM Ney paid or
accrued to the Registrant a total of $920,000 and $820,000 , respectively  under
these two  agreements.  At February 29, 2000,  receivables  from JM Ney totaling
$573,000 were  restricted from being paid by JM Ney under  provisions  contained
within JM Ney's agreements with its primary bank.

In  connection  with JM Ney  entering  into the  Revolving  Credit and  Deferred
Payment Sales  Agreement  referred to above,  the  Registrant and JM Ney entered
into a Tax Sharing  Agreement,  effective as of March 1, 1996, which requires JM
Ney to pay the Registrant an amount which may be equal to the maximum  allowable
amount  of any  Federal  and State  income  taxes for which JM Ney or any of its
subsidiaries  would have been liable for in the particular  year. The Registrant
files a consolidated Federal income tax return with its subsidiaries.

                                       F-4


<PAGE>


NOTE 3 - SHORT TERM BORROWINGS

At February 28, 1999,  the Registrant  had a $1,392,000  demand loan,  which was
secured by a portion of the Company's portfolio of marketable  securities.  This
borrowing  was repaid  during FY00 with the  proceeds  from sales of  marketable
securities.

NOTE 4 - LONG TERM DEBT
<TABLE>
<CAPTION>
Long-term debt consists of the following (in thousands):
<S>                                                                     <C>                             <C>
                                                                       February 29, 2000            February 28, 1999
                                                                       -----------------            -----------------
Convertible  subordinated  debentures,  due  October  2007;  interest  at 10.5%,
 payable semi-annually; Annual principal payments in varying amounts through

 maturity, unsecured                                                               $3,435                       $3,759
Secured note payable to officer, due August 2001,
  interest at 8.5% payable quarterly, secured by a lien on
  real estate                                                                       1,000                            -
Other                                                                                  72                           79
                                                                                ---------                    ---------
                                                                                    4,507                        3,838
Less unamortized discount                                                             (67)                           -
                                                                                ---------                  -----------
                                                                                    4,440                        3,838
Less current maturities                                                              (421)                         316
                                                                                 --------                     --------
                                                                                   $4,019                       $3,522
                                                                                   ======                       ======
</TABLE>

The terms of the 2007  convertible  subordinated  debentures call for the annual
redemption of approximately $431,000 of principal The debentures are convertible
into  common  stock  of the  Company  at any  time  prior  to  maturity,  unless
previously  redeemed,  at $16.17 per share,  subject to adjustment under certain
conditions.  At February 29, 2000,  212,430 shares of common stock were reserved
for conversion.

Maturities  of  long-term  debt for each of the next  five  fiscal  years are as
follows (in thousands):

                                     2001                          $   421
                                     2002                            1,439
                                     2003                              439
                                     2004                              440
                                     2005                              440
                                     Thereafter                      1,328
                                                                     -----
                                                                    $4,507

NOTE 5 - CUMULATIVE CONVERTIBLE PREFERRED STOCK

See Note 13 to the Registrant's  Consolidated  Financial Statements contained in
Item 8 herein.

                                       F-5


<PAGE>


NOTE 7 - LITIGATION

The Registrant is involved in various legal proceedings  generally incidental to
its business.  While the results of any litigation or regulatory  issues contain
an element of  uncertainty,  management  believes that the outcome of any known,
pending or threatened legal proceeding, or all of them combined, will not have a
material  adverse  effect on the  Company's  financial  position  or  results of
operations.

                                       F-6


<PAGE>


<TABLE>
<CAPTION>

ANDERSEN GROUP, INC.

Schedule II - Valuation and Qualifying Accounts
(Amounts in thousands)
<S>                                      <C>  <C> <C><C>      <C>


                                                      Additions

                        Balance at        Charged to         Charged to

                         beginning        costs and            to other                              Balance at
Description                of year         expenses            accounts          Deductions          end of year

February 29, 2000
----------------------- ----------------- ------------------ ------------------- ------------------- ------------------
Allowance for

doubtful account              $110                1                   -                  -                $111
Reserve for returns

                               $80                -                   -                  -                  $80

February 28, 1999
----------------------- ----------------- ------------------ ------------------- ------------------- ------------------
Allowance for

doubtful accounts             $130              (22)                  -                  2(a)               $110
Reserve for returns

                             $  95              (15)                  -                  -                  $ 80
February 28, 1998
----------------------- ----------------- ------------------ ------------------- ------------------- ------------------
Allowance for

doubtful accounts             $190               17                 (36)(b)            (41)(a)              $130
Reserve for returns

                             $  95                -                   -                  -                 $  95
Warranty reserve             $  70              (30)                (40)(b)              -                $    0


</TABLE>

(a)Write offs net of recoveries.
(b)Transferred in connection with sale of certain assets of Ultrasonics segment.





















                                       F-7


<PAGE>


EXHIBIT INDEX

Exhibit

  No.                      Description                                      Page

21.                        Subsidiaries of the Registrant.                   E-2
23.                        Consent of Deloitte & Touche LLP.                 E-3
27.                        Financial Data Schedule.                          E-4













                                       E-1


<PAGE>



                         SUBSIDIARIES OF THE REGISTRANT

                                                                      State or
                                                                     Country of
           Name or Organization                                   Incorporation

           AG Investors, Inc.                                          Florida

           AGI Technology, Inc.                                     Connecticut

           Andersen Realty, Inc.                                       Delaware

           Ney International, Inc.                           U.S. Virgin Islands

           Ney Technology, Inc.
           (f/k/a Ney Ultrasonics Inc.)                                Delaware

           The J.M. Ney Company                                        Delaware

           New Jersey Precious Metals, Inc.                            Delaware

           Garden State Refining, Inc.                                 Delaware

           ABC Moscow Broadband Communication Ltd.                       Cyprus

                                       E-2


<PAGE>



Exhibit 23
INDEPENDENT AUDITORS' CONSENT


     We consent to the  incorporation  by reference in Post Effective  Amendment
No. 1 to  Registration  Statement  No.  333-17659  of Andersen  Group,  Inc. and
subsidiaries  on Form S-8 of our  reports  dated May 3,  2000,  relating  to the
consolidated financial statement and financial statements schedules appearing in
this Annual Report on Form 10-K of Andersen Group, Inc. and subsidiaries for the
year ended February 29, 2000.


/s/Deloitte & Touche LLP
Hartford, Connecticut

May 25, 2000





































<PAGE>