SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.   20549
                         _______________

                            FORM 10-K

_X_ Annual Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934

For the Fiscal Year Ended December 31, 1997   Commission File Number 1-8138

                               OR

__  Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

                    ALARMGUARD HOLDINGS, INC.

Incorporated  in  Delaware                IRS Employer  Identification
No: 33-0318116

Principal  Executive  Offices:              Telephone  :(203) 795-9000
     125 Frontage Road
     Orange, Connecticut   06477

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

_____Title  of  Class______             Exchange  on Which Registered
Common  Stock, $0.0001 Par Value               American Stock Exchange
Warrants                                       American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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 voting stock held by non-affiliates
of  the  Registrant as of March 20, 1998 (based  on  the  closing
price of such stock as reported by the American Stock Exchange on
such date) was $25.9 million.

The number of shares of the Registrant's $0.0001 par value common
stock outstanding as of March 20, 1998 was 5,593,396.


                             PART 1

ITEM 1.  BUSINESS

      Alarmguard  Holdings, Inc. ("Alarmguard" or the  "Company")
sells and installs burglar and fire systems and provides security
monitoring,  repair and maintenance services for residential  and
business subscribers located primarily in the Northeast and  Mid-
Atlantic regions of the United States.  Alarmguard provides  such
security alarm systems and services primarily under its trademark
"Alarmguard".   Alarmguard  also  sells,  installs  and  services
Sonitrol  audio-based  security  systems  in  New  Haven  County,
Connecticut   as   a   Sonitrol   franchisee.    Alarmguard   had
approximately 64,000 monitored subscriber accounts for its  alarm
monitoring services as of December 31, 1997 (approximately 68% of
which were residential) with Monthly Recurring Revenue ("MRR"FN1)
of   approximately   $2.1  million.   Upon  completion   of   the
acquisitions announced in the first quarter of 1998 (see  "Recent
Developments"), Alarmguard had MRR of approximately $2.9  million
serving approximately 100,000 subscribers.  Alarmguard management
believes  that it is currently the ninth largest residential  and
commercial security alarm monitoring company in the United States
based on MRR.

       Alarmguard's  revenues  consist  primarily  of   recurring
payments under written contracts for the monitoring, leasing  and
servicing  of  security systems and the provision  of  additional
enhanced  security  services.  For the year  ended  December  31,
1997,  monitoring and service revenues represented 69%  of  total
revenues.   Alarmguard  monitors  digital  signals  arising  from
burglaries,  fires  and  other  monitored  activities   such   as
temperature and water levels through monitoring systems installed
at   subscribers'  premises.   These  signals  are  received  and
processed  primarily at Alarmguard's central  monitoring  station
located  in  Orange, Connecticut, which, as currently configured,
has   the   capacity  to  monitor  up  to  approximately  250,000
subscribers following a March 1998 expansion of this facility  at
a  cost  of  approximately  $800,000.  Alarmguard  also  provides
enhanced security services including, among others, two-way voice
communication,  supervised monitoring  services,  pager  service,
wireless backup service and extended warranty plans, as  well  as
local field repair services through its ten branch offices.

      Since  its  1991 inception, Alarmguard has  grown  rapidly,
primarily  through the acquisition of 32 portfolios of subscriber
accounts (approximately $1.8 million of MRR) and  internal growth
through   direct  marketing  (primarily  by  means  of   outbound
telemarketing)  to obtain new subscribers (the "Direct  Marketing
Program").    Alarmguard's  management  believes  that   numerous
acquisition  opportunities  are  still  available  as  there  are
approximately  3,000 alarm monitoring companies in  its  markets.
Alarmguard  intends  to make acquisitions and  open  branches  in
contiguous  geographic markets in the Northeast and  Mid-Atlantic
states in which the Company operates and does not presently  have
subscribers.   Alarmguard  intends to  then  implement  plans  to
increase  the  number  of  subscriber accounts  in  such  markets
through  the  Direct  Marketing Program,  its  recently  launched
Dealer Program and subsequent acquisitions, all of which have the
effect  of increasing subscriber density in the area, and thereby
improving operating efficiency.  Alarmguard continuously  pursues
acquisition opportunities from a number of sources.

----------------------
FN1

MRR means monthly recurring revenue that Alarmguard (or, if the
context requires, another company in the security alarm industry)
is entitled to receive under contracts in effects at the end of
such period.  MRR is a term commonly used in the security alarm
industry as a measure of the size of a company.  It does not
measure profitability or performance, and does not include
any allowance for future subscriber attrition or for uncollectible
accounts receivable.

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

      In 1997, Alarmguard maintained the Direct Marketing Program
at  a relatively constant level of monthly sales and installation
of  residential  and small commercial security  alarm  monitoring
systems.  Alarmguard believes it can access a broader demographic
market with the Direct Marketing Program than is presently  being
accessed by it and other companies providing traditional high-end
residential and commercial alarm service.  The cost of creating a
customer   through   the   Direct   Marketing   Program   remains
substantially  lower  than  the  amount  required  to  acquire  a
customer through an acquisition.

      In  late 1997, Alarmguard launched its Dealer Program which
is  an externally driven growth program which augments the Direct
Marketing   Program.   The  characteristics  of  the  subscribers
purchased  through  the Dealer Program are similar  to  those  of
Direct   Marketing  Program  subscribers.   Under  this  program,
Alarmguard  purchases credit-approved monitoring  contracts  from
Alarmguard   authorized  dealers.   In  most  cases,   Alarmguard
installs  the  systems and deducts the cost of  the  installation
from the amount paid to the dealer. As of December 31, 1997,  the
Dealer  Program  had 4 authorized dealers and 12  dealers  as  of
March 20, 1998.

     In  mid 1996, Alarmguard began its National Accounts program
which  provides  security  services to multi-location  commercial
accounts.   This program was further expanded in  1997  with  the
acquisition  of  Protective Alarms, Inc.  ("Protective  Alarms"),
which  had  a well-established national accounts program  serving
numerous  retailers.   As  of December  31,  1997,  the  National
Accounts Program had 24 accounts  with approximately $100,000  of
MRR,  which  represented approximately 5% of  Alarmguard's  total
MRR.

Forward Looking Disclosures

       Certain  statements  in  this  Form  10-K   that  are  not
historical  facts constitute "forward-looking statements"  within
the  meaning of the Private Securities Litigation Reform  Act  of
1995.   Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results  of Alarmguard to be materially different from historical
results or from any results expressed or implied by such forward-
looking  statements,   These  factors  are  discussed  under  the
caption  "Risk Factors" in a Registration Statement on  Form  S-4
(File  No  333-23307)  filed  with the  Securities  and  Exchange
Commission  on  March  14, 1997 and in  other  filings  with  the
Securities and Exchange Commission.


Major Developments During 1997

Merger with Triton Group Ltd.

      On April 15, 1997, Triton Acquisition Corp. ("Merger Sub"),
a  wholly-owned  subsidiary  of  Triton  Group  Ltd.  ("Triton"),
consummated  a  merger  (the  "Merger")  with  Security   Systems
Holdings,  Inc.  ("SSH") pursuant to an  Agreement  and  Plan  of
Merger  dated  December 23, 1996, as amended March 6,  1997  (the
"Merger Agreement"), by and among Triton, Merger Sub and SSH.  As
a  result of the Merger, Merger Sub ceased to exist and  SSH  has
continued   as  the  surviving  corporation  and  a  wholly-owned
subsidiary  of the Company.  In connection with the  Merger,  the
Company  effected a one-for-ten reverse stock split (the "Reverse
Stock Split").

     Pursuant to the Merger Agreement and in consideration of the
Merger,  SSH's  preferred  and common  stockholders  received  an
aggregate of 2,877,321 new shares of common stock of the Company,
representing  approximately 57% of the common  stock  outstanding
upon  consummation  of the Reverse Stock Split  and  the  Merger.
Concurrent  with  the merger, the Company was renamed  Alarmguard
Holdings, Inc., and the common shares were listed for trading  on
the American Stock Exchange ("AMEX") under the symbol "AGD".  The
Company  also has warrants to purchase shares of common stock  of
the  Company which are listed for trading on the AMEX  under  the
symbol  "AGDW".  As a result of the Merger, the Company's  fiscal
year  end  was changed to December 31 and the Board of  Directors
was  reconstituted  to  include five representatives  from  SSH's
Board of Directors and two representatives from Triton's Board of
Directors.

     The Merger was accounted for as a "reverse acquisition" such
that  Triton was designated the accounting acquiree and  SSH  the
accounting  acquiror.   As  such,  the  net  assets   of   Triton
(principally  cash  of  approximately $15.0  million  plus  other
investments)  were  recorded at fair  value  and  the  pre-Merger
financial  statements  of  SSH became  the  historical  financial
statements of Alarmguard.

     Prior  to  September 2, 1997, Alarmguard owned approximately
44%  of  Mission West Properties  ("Mission West"), a real estate
company  whose shares were listed for trading on the  AMEX  under
the  trading  symbol "MSW".  On September 2, 1997,  Mission  West
completed  the sale of six million shares of newly issued  common
stock  to a group of private investors and Alarmguard's ownership
percentage was reduced to approximately 9%.  On October 21, 1997,
Mission  West  paid  a $3.30 per share cash distribution  to  its
shareholders.   Alarmguard's  share  of  this  cash  distribution
amounted to approximately $2.2 million.

Acquisition of Protective Alarms, Inc.

      On  May 1,1997, Alarmguard purchased all of the issued  and
outstanding  shares  of  capital stock of  Protective  Alarms,  a
company with approximately 9,000 subscribers and aggregate MRR of
approximately $0.5 million, including its National Accounts  MRR,
for a total purchase price of approximately $19.7 million.  As of
December  31, 1997, Alarmguard owed $2.6 million of the  purchase
price to the sellers of Protective Alarms, of which approximately
$1.9  million  was  secured  by a cash collateralized  letter  of
credit  and  is classified as restricted cash in the consolidated
balance  sheet  at  December  31,  1997.    The  acquisition  was
accounted  for  under  the  purchase method  of  accounting  and,
accordingly, the purchase price has been allocated to the  assets
acquired  and  liabilities assumed based on their estimated  fair
values  at  the  date of acquisition.  Protective  Alarms  was  a
security  alarm  system  company  doing  business  primarily   in
Connecticut  and  Westchester County,  New  York,  that  provided
security  equipment  and monitoring services  to  homeowners  and
businesses.   In addition, Protective Alarms engaged in  national
account  sales  under the name "Pro National", primarily  in  the
Northeastern United States.

Other Acquisitions

     During the year ended December 31, 1997, Alarmguard acquired
certain  operating  assets of five additional  companies  in  the
security  alarm  installation  and  monitoring  business  for  an
aggregate  of  $2.0 million in cash and up to 568,000  shares  of
Alarmguard   common  stock  valued  for  the  purposes   of   the
acquisitions   at   $3.8   million.    The   acquisitions   added
approximately  $.2  million of MRR and  3,400  customers.   These
acquisitions  were  accounted for under the  purchase  method  of
accounting  and,  accordingly,  the  purchase  price   has   been
preliminarily  allocated to the assets acquired  and  liabilities
assumed  based  on their estimated fair value at  the  respective
dates of acquisition.

Recent Developments

      The  Company  completed an offering  of  40,000  shares  of
Cumulative Convertible Preferred Stock (35,000 shares of Series A
and  5,000  shares of Series B) at $1,000 per share  in  February
1998 yielding gross proceeds totaling $40 million.  Concurrently,
the  Company  issued  700  additional  shares  of  the  Series  A
Preferred   in   exchange  for  $.7  million  of  the   Company's
subordinated  debt. The Series A Preferred Stock  pays  quarterly
dividends at 5% per annum.  Under the terms of the security, each
holder of the Series A and Series B Preferred Stock has the right
to  convert its shares, at the option of the holder, at any time,
into shares of the Company's common stock at the conversion price
of  $8.25 per share and $7.75 per share, respectively, subject to
certain  anti-dilution  provisions.  The  holders  of  the  newly
issued  preferred stock will elect two members to  the  Company's
expanded  Board of Directors.  Concurrent with the offering,  the
Company  increased its credit facility from $60  million  to  $90
million.  The proceeds from the offering and borrowings from  the
expanded credit facility are intended to finance acquisitions and
expand the Company's Direct Marketing and Dealer Programs.

       In  February  1998,  the  Company  purchased  all  of  the
outstanding   shares   of   Detect,  Inc.,   (dba   "Pelletier"),
headquartered in Danbury, Connecticut, for cash consideration  of
approximately  $10.9  million,  including  a  one-year   holdback
subject  to certain working capital adjustments.  The acquisition
added  over  7,200 accounts and MRR of approximately $210,000  to
the Company's subscriber base.

      In  March  1998,  Alarmguard completed the  acquisition  of
certain   assets  of  Security  Systems,  Inc.  (dba   "Sentry"),
headquartered  in  Malden,  Massachusetts,  with  an  office   in
Portland,  Maine.   The  acquisition added  approximately  26,000
subscribers  and MRR of approximately $.6 million.  The  purchase
price  for  the  Company was approximately $26.5 million  and  is
subject to certain agreed upon post-closing adjustments based  on
a subsequent performance review of the acquired subscriber base.

     Both  of  the 1998 acquisitions will be accounted for  under
the purchase method of accounting.

Market Overview and Trends

      The  security  industry  is highly competitive  and  highly
fragmented.   Alarmguard  competes with major  firms  which  have
substantial  financial resources.  Other alarm service  companies
have adopted a strategy similar to Alarmguard's that entails  the
aggressive  purchase  of alarm monitoring accounts  both  through
acquisitions  of  account portfolios and through dealer  programs
and  through  internal growth programs similar  to  Alarmguard's.
Alarmguard's  target market consists of owners of  single  family
residences and businesses.

       The  security  alarm  industry  is  characterized  by  the
following attributes:

         High Degree of Fragmentation.  The security alarm industry
       is primarily comprised of a large number of small providers of
       alarm systems and services.  According to the publicly-available
       Lehman Brothers 1996 Year-End Security Industry Review, there are
       approximately 11,000 security alarm companies nationally.  These
       companies generate approximately $13.2 billion of gross revenues
       from alarm system sales, installation, service and monitoring
       according to a survey published in May 1997 by SDM, a security
       alarm  industry  publication.  Alarmguard  estimates  that
       approximately 3,000 such companies operate in the territories
       Alarmguard currently serves.  Alarmguard believes that most of
       such companies are small regional firms and that no one firm
       dominates the market.  The SDM survey reported that in 1996,
       based upon information provided by the respondents, the 100
       largest companies in the industry accounted for approximately 25%
       of  alarm  industry revenues. Based upon  its  acquisition
       experience,  Alarmguard believes that many  smaller  alarm
       companies, due to their size, have higher overhead expenses as a
       percentage of revenues than Alarmguard and lack access to capital
       on terms as attractive as those available to Alarmguard.

         Rapid Growth and Low Penetration.  The residential security
       alarm market is growing but is still characterized by a low level
       of market penetration.  An industry trend toward subsidizing
       installation costs to increase affordability, combined with other
       factors such as heightened concern about crime and favorable
       demographic trends, have resulted in increased demand  for
       residential security alarm services.  The 1997 SDM  survey
       reported that in 1996 the 25 largest firms in the industry
       experienced a 21.5% growth rate, as opposed to only a 2.2% growth
       rate  for the industry as a whole.  The percentage of  the
       estimated 100 million households in the United States with
       monitored alarm systems is  approximately 11% and it is estimated
       that 20% of households will have monitored systems by the year
       2000.

         Advances in Digital Communications Technology.  Prior to the
       development  of  digital communications technology,  alarm
       monitoring required a dedicated telephone line, which made long-
       distance monitoring uneconomic.  Consequently, in order to
       achieve  a national or regional presence, alarm monitoring
       companies  were  required to maintain a  large  number  of
       geographically dispersed monitoring stations.  The development of
       digital communications technology eliminated the need  for
       dedicated telephone lines, reducing the cost of monitoring
       services to the subscriber and permitting the monitoring of
       subscriber accounts over a wide geographic area from a central
       monitoring station.  The elimination of local monitoring stations
       has decreased the cost of providing alarm monitoring services and
       has substantially increased the economies of scale for larger
       alarm service companies.  In addition, the concurrent development
       of microprocessor-based control panels has substantially reduced
       the  cost of the equipment available to subscribers in the
       residential and small business markets.

     Alarmguard  believes that several factors  contribute  to  a
favorable  market for security alarm services both  generally  in
the  United States and specifically in the Northeastern and  Mid-
Atlantic portions of the country:

         Concern about Crime.  According to Uniform Crime Report (the
       "UCR") published by the Federal Bureau of Investigation in
       October 1996, between 1986 and 1995 the number of violent crimes
       reported in the United States increased by more than 21% and the
       total number of criminal offenses increased by over 5% for the
       same period.  The UCR also found that a property crime was
       committed in the United States in 1995 once every three seconds,
       one burglary was committed every twelve seconds, and one larceny
       theft committed every four seconds.  The 1995 property crime rate
       was 4,593 offenses per 100,000 population.  The UCR also found
       that larceny theft increased by more than 2% from 1994 to 1995
       representing over 66% of property crimes reported and 58% of the
       UCR's Crime Index total.  The value of property stolen  in
       connection with property was estimated at $15.1 billion for 1995.
       In the Northeastern and Mid-Atlantic states in which Alarmguard
       operates, the overall Crime Index Rate is 10% higher than the
       national average in the Metropolitan Statistical Areas (MSA's)
       that constitute over 90% of Alarmguard's subscriber base.  While
       the UCR found that the number of criminal offenses reported have
       declined over the last four years, a recent survey with respect
       to  America's perception of crime showed that 78% of those
       surveyed believed that crime is worse compared to 11%  who
       reported that crime in America has decreased.

         Demographic Trends.  According to the U.S. Bureau of Census
       1995  Statistical Abstract of the United States,  resident
       population in the territories in which Alarmguard operates
       accounts  for approximately one-quarter of the total  U.S.
       population.  Population growth is projected to increase by more
       than 6% from 1994 to 2010.  According to that same 1995 report,
       median household income in the territories in which Alarmguard
       operates is approximately 15% higher than the national average.
       The report also found that disposable personal income  in these
       states is as high as 30% over the national average, with the
       states of Connecticut, New Jersey, New York, and Massachusetts
       ranking as the top four states, respectively, in the nation in
       this category.  According to a privately-commissioned study
       presented at a national dealer convention sponsored by ITI
       Technologies Inc., the following trends and factors will drive
       increased alarm business penetration: (i)  alarm installation
       will more than double to 48% for all new home construction by the
       year 2005; (ii) the increase in the number of households headed
       by a single parent in the workforce and the estimated 40 million
       households with two parents working outside the home resulting in
       more children at home alone; (iii) the aging of the population in
       general,  as older people tend to be more concerned  about
       security;  and (iv) the increase in people working at home
       resulting in increasing demand for security services to protect
       home office equipment.

         Insurance Discounts.  The increase in demand for security
       systems may also be attributable in part to the practice of
       certain insurance companies to grant discounts to homeowners who
       install alarm systems.  Such discounts are typically greater when
       systems  are monitored by a central station.  In addition,
       insurance companies may require that businesses install an alarm
       system as a condition of insurance coverage.

         Security Alarm Effectiveness. The National Burglar and Fire
       Alarm Association ("NBFAA")  reports that homes without security
       systems are about three times more likely to be broken into than
       homes with security systems.  Businesses without alarm systems
       are 4.5 times more likely to be burglarized than commercial
       locations with alarm systems.

Business Strategy

     Alarmguard's primary objective is to provide residential and
commercial  security  services to an  increasing  number  of  new
subscribers by making such services affordable and by focusing on
markets  with attractive demographics.  Alarmguard's strategy  is
to enhance its position in the security alarm monitoring industry
in the Northeastern and Mid-Atlantic regions of the United States
by  increasing the number and density of subscribers for whom  it
provides services.  Alarmguard is pursuing this strategy  through
a   growth  plan  incorporating  acquisitions  of  portfolios  of
subscriber  accounts  in  existing  and  contiguous  markets  and
internal  growth  of Alarmguard's core business utilizing  direct
marketing  and  authorized dealer programs and through  referrals
and   traditional  local  marketing.   Alarmguard  believes  that
increasing the number and density of subscribers will help it  to
achieve  economies  of  scale resulting in  improved  results  of
operations.

      Alarmguard's  revenue has increased from $10.7  million  in
1993  to  $34.3  million in 1997, or 34% per year.   Alarmguard's
historical growth has enabled it to realize economies of scale in
its   central  monitoring  station,  branch  operations  and  its
corporate  office.   As  the number of subscribers  monitored  by
Alarmguard  has  increased  from approximately  49,000  monitored
subscribers  at  December  31, 1996 to  approximately  64,000  at
December  31,  1997,  the  costs of the  central  monitoring
station  have  been spread over a larger base.  As of  March  20,
1998,  the  number of subscribers has increased to  approximately
100,000  following the two acquisitions completed  in  the  first
quarter  of  1998  (see  "Recent  Developments").   Additionally,
subscribers  have  been  added in areas surrounding  Alarmguard's
branch  offices, allowing Alarmguard to spread the branch  office
 costs over  a  larger base  and  increasing the productivity of
field  service technicians through more efficient scheduling  and
dispatching.   Finally, Alarmguard's revenue growth has  exceeded
the  growth of its selling, general and administrative  expenses,
allowing Alarmguard to realize further operating efficiencies.

The Acquisition Program

     Alarmguard   seeks  to  grow  by  acquiring  portfolios   of
subscriber  accounts  from  other  alarm  companies.   Alarmguard
focuses  on  acquisitions  that  allow  it  to  "fill-in"   areas
surrounding branch operations, which in turn lead to greater central
station efficiencies and field maintenance efficiencies. Alarmguard
estimates there are approximately 3,000 alarm companies in its markets,
most of which are independently owned and may, from time to time,
become acquisition opportunities.  Alarmguard believes that it is
an  effective competitor in the acquisition market because of the
substantial  experience  of  its management  in  acquiring  alarm
companies  and  subscriber  accounts  as  a  result  of  the   32
acquisitions  made by Alarmguard from inception through  December
31, 1997.  Alarmguard also believes that, through its acquisition
activities,  it has developed a reputation in the  alarm  service
industry   as   an  active  purchaser  of  subscriber   accounts.
Historically, Alarmguard has offered sellers cash and  promissory
notes,   subject  to  holdbacks with respect  to  purchase  price
adjustments.  In 1997, Alarmguard paid for such acquisitions with
a combination of cash, promissory notes and common stock.

      Because  Alarmguard's primary consideration in acquiring  a
portfolio of subscriber accounts is the amount of cash flow  that
can  be  derived  from  the associated MRR,  the  price  paid  by
Alarmguard  is directly tied to such MRR.  To protect  Alarmguard
against the loss of acquired accounts and to encourage the seller
of  such  accounts  to  facilitate the transfer  of  subscribers,
management  typically requires the seller to  provide  guarantees
against   account  cancellations  for  a  period  following   the
acquisition.   Alarmguard usually holds back  a  portion  of  the
acquisition price, and has the contractual right to utilize  such
holdback  to recapture a portion of the purchase price  based  on
the  lost  MRR arising from the cancellation of acquired accounts
in excess of the seller's guarantee.

       In  evaluating  the  quality  of  the  accounts  acquired,
Alarmguard  relies  primarily on management's  knowledge  of  the
industry,   its   due   diligence  procedures,   its   experience
integrating  accounts into the company's operations, the  history
of   attrition   rates  for  the  acquired   accounts   and   the
representations and warranties provided by the sellers.   If  the
actual  financial  condition  or  operations  of  a  seller  were
inaccurately  represented to Alarmguard  in  connection  with  an
acquisition  or  the  actual  attrition  rate  for  the  accounts
acquired  is greater than the rate assumed by Alarmguard  at  the
time  of  the acquisition, and if Alarmguard is unable to  recoup
its damages from the portion of the purchase price held back from
the  seller,  such  acquisition could have an adverse  effect  on
Alarmguard's financial condition or results of operations.

      Alarmguard actively seeks to identify prospective companies
in  the  areas  in which it operates through senior  management's
contacts   in   the  industry.   The  extensive   experience   of
Alarmguard's   management   in   identifying   and    negotiating
acquisitions,  and Alarmguard's use of standard  form  agreements
for  smaller  acquisitions,  help to  facilitate  the  successful
negotiation and execution of acquisitions in a timely manner.

      Alarmguard  conducts  an extensive pre-closing  review  and
analysis  of all facets of the seller's operations.  The  process
includes, but is not limited to, a combination of selective field
equipment  inspections,  review of substantially  all  subscriber
contracts,  an analysis of the rights and obligations under  such
contracts,  telephone  surveys  of  a  representative  sample  of
subscribers,  review  of customer billing  records  and  accounts
receivable  aging  reports,  review  of  the  seller's  telephone
traffic  and  signal activity and other types of verification  of
the seller's operations.

      Alarmguard  develops a specific integration plan  for  each
acquisition in conjunction with the seller.  Integration  efforts
typically  include an Alarmguard approved letter from the  seller
to  its subscribers explaining the sale, and a personal visit  by
an  Alarmguard  representative  or  mailing  from  Alarmguard  to
provide the subscriber with service brochures, field service  and
monitoring  phone number stickers, yard signs and window  decals.
Each  new subscriber is contacted individually by telephone by  a
member  of  Alarmguard's customer care group to  solicit  certain
information  and address the subscriber's questions or  concerns.
The  plan's goal is to enhance new subscriber identification with
Alarmguard  as  the  service provider and to  promote  subscriber
satisfaction to maximize the potential value of the MRR generated
by purchased subscriber accounts.

The Direct Marketing, Dealer and National Accounts Programs

     Alarmguard  employs  a  sales  force  of  approximately   22
employees  in  its Direct Marketing Program which  generates  new
subscriber  accounts  through direct telemarketing.   The  Direct
Marketing  Program  offers potential subscribers  security  alarm
systems  and services primarily under the "Alarmguard" trademark.
Alarmguard  uses a 24-seat predictive dialer which is  expandable
to 120 seats.

      In 1997, Alarmguard maintained the Direct Marketing Program
at  a relatively constant level of monthly sales and installation
of  residential  and small commercial security  alarm  monitoring
systems.  Alarmguard believes it can access a broader demographic
market with the Direct Marketing Program than is presently  being
accessed by it and other companies providing traditional high-end
residential and commercial alarm service.  The cost of creating a
customer   through   the   Direct   Marketing   Program   remains
substantially  lower  than  the  amount  required  to  acquire  a
customer through an acquisition transaction.

      In  late 1997, Alarmguard launched its Dealer Program which
represents an externally driven growth program which augments the
Direct  Marketing Program.  The characteristics of the subscriber
purchased  through  the Dealer Program are similar  to  those  of
Direct   Marketing  Program  subscribers.   Under  this  program,
Alarmguard  purchases credit-approved monitoring  contracts  from
Alarmguard   authorized  dealers.   In  most  cases,   Alarmguard
installs  the  systems and deducts the cost of  the  installation
from the amount paid to the dealer. As of December 31, 1997,  the
Dealer  Program  had 4 authorized dealers and 12  dealers  as  of
March 20, 1998.

      Alarmguard  plans  to  continue  to  emphasize  the  Direct
Marketing  and Dealer Programs because of the predictability  and
cost  efficiency  in  adding new subscribers. Accounts  generated
under  these programs often have a service advantage as  compared
to  acquired accounts which may have older equipment that is less
easily   serviced.  In  addition,  these  programs   generate   a
comparatively steady flow of new subscribers spread  more  evenly
over  Alarmguard's  ten  branch offices,  making  it  easier  for
Alarmguard's  branch operations to successfully assimilate  these
accounts.

     In  mid 1996, Alarmguard began its National Accounts program
which  provides  security  services to multi-location  commercial
accounts.   This program was further expanded in  1997  with  the
acquisition  of  Protective Alarms, which had a  well-established
national  accounts  program serving numerous  retailers.   As  of
December  31, 1997, the National Accounts Program had 24 accounts
with approximately $100,000 of MRR, representing approximately 5%
of Alarmguard's total MRR.

Traditional Sales and Marketing

     Alarmguard   believes  that  increasing   density   of   its
subscriber  base (i.e., increasing concentration of  subscribers)
increases the overall presence and visibility of Alarmguard.  New
subscribers,  whether  internally  developed  or  acquired,   are
provided  with highly visible reflective "Alarmguard" yard  signs
placed  prominently in front of their homes or  businesses.   The
presence  of  these  signs  develops  greater  awareness   in   a
neighborhood  and leads to more inbound telephone  inquiries  and
referral business.  Alarmguard encourages referrals from existing
subscribers through an incentive program promoted through billing
inserts and employee contacts.

     Each  of  Alarmguard's  ten  branch  offices  employs  sales
representatives  who  sell new systems, equipment  additions  and
upgrades  and  enhanced  services to residential  and  commercial
subscribers.   In  addition to the Direct  Marketing  and  Dealer
Programs,  Alarmguard  receives in-bound telephone  requests  for
security  alarm  systems,  primarily  the  result  of  subscriber
referrals,  local crime activity and responses  to  yellow  pages
advertising.   Such inquiries are pursued by  Alarmguard's  sales
representatives.   Alarm sales are made at the subscriber's  home
or place of business.  Alarmguard seeks to increase revenues from
current   and  newly  added  subscribers  by  actively  marketing
enhanced  services to such subscribers.  These  services  include
extended   service   protection,  two-way  voice   communication,
supervised  monitoring  services,  pager  service,  remote  audio
verification and wireless back-up.

     Alarmguard also generates new subscriber accounts by signing
monitoring  contracts  with new owners of  residences  previously
occupied  by  Alarmguard  subscribers.  Alarmguard  supports  its
traditional  sales  and  marketing  programs  with  direct  sales
collateral  materials.   In 1997, the  Company  also  created  an
Internet  website,  www.alarmguard.com, where interested  parties
can obtain information on the Company.

Sonitrol Franchise

     Alarmguard also sells, installs and services Sonitrol audio-
based  security  systems in New Haven County,  Connecticut  as  a
Sonitrol  franchisee.   The  Sonitrol system  is  an  audio-based
monitoring  system  designed primarily for commercial  customers.
As  of December 31, 1997, Sonitrol represented approximately 2.5%
of Alarmguard's MRR.

Description of Operations

       Alarmguard's  operations  consist  principally  of   alarm
monitoring   services,  enhanced  security  services,   and   the
installation  of new subscriber equipment and field  service  and
repair.

Alarm Monitoring Services

      Subscriber Security Alarm Systems.  Security alarm  systems
include  devices installed at the subscriber's premises  designed
to  detect or react to various occurrences or conditions, such as
intrusion  or the presence of fire or smoke.  These  devices  are
connected to a control panel that communicates primarily  through
telephone  lines  to  the  central  monitoring  station.    Other
transmission  methodologies include cellular, long range  RF  and
derived  channel.   Subscribers may also  initiate  an  emergency
signal  from a device such as a "panic button."  In most systems,
control panels can identify the nature of the alarm and the areas
within  a  building  where  the sensor  was  activated,  and  can
transmit that information to the central monitoring station.

       The   Central  Monitoring  Station.   Alarmguard  monitors
substantially all of its subscriber accounts, including  acquired
accounts,   at   its  central  monitoring  station   in   Orange,
Connecticut.  The central monitoring station incorporates the use
of  advanced telecommunications and computer systems  that  route
incoming  alarm  signals and telephone calls to operators.   Each
operator   is  situated  at  a  computer  station  that  provides
immediate information concerning the nature of the alarm  signal,
the subscriber whose alarm has been activated and the premises on
which  such  alarm  is located.  All telephone conversations  are
automatically recorded.

      In  March  1998, Alarmguard completed an expansion  of  its
central  monitoring station at a cost of approximately  $800,000,
increasing   monitoring   capacity   to   approximately   250,000
subscribers.   The  equipment at the central  monitoring  station
includes:  sophisticated and redundant phone switching equipment;
digital  receivers  that process the incoming signals;  a  fault-
tolerant  mainframe  computer system;   a  network  of   computer
terminals;  a  multi-channel, voice-activated  recording  system;
uninterruptable power supply; and two backup generators.

       Alarmguard's  central  monitoring  station  is  listed  by
Underwriters Laboratory ("UL") as a protective signaling services
station.  The UL burglar and fire certificates were developed  in
response  to the needs of the insurance industry as  a  means  to
verify  proper installation and maintenance of burglar  and  fire
alarm  systems.   To   issue  a UL certificate,  which  describes
varying  levels of response and protection, a central  monitoring
station  must  earn  the UL listing through a series  of  ongoing
inspections and operational tests.  UL specifications for central
monitoring stations include building integrity, back-up  systems,
staffing   and   standard   operating   procedures.    In    many
jurisdictions, applicable law requires that security  alarms  for
certain  buildings  be  monitored by  UL-listed  facilities.   In
addition,   such  listing  is  required  for  certain  commercial
subscribers  by insurance companies as a condition  of  insurance
coverage.   Of  the estimated 11,000 companies  in  the  security
alarm   industry,  approximately  400  carry  the  UL   approval.
Additional  listings carried by Alarmguard's  central  monitoring
station  include  FM (Factory Mutual), which has  more  stringent
procedural  and equipment requirements than UL, and  the  Central
Station  Signaling Unit of the Fire Department of New York  City.
Alarmguard is one of only 19 central monitoring stations approved
to monitor commercial fire systems in New York City.

      Operation of the Central Monitoring Station.  Depending  on
the   type  of  service  provided  to  the  subscriber,   central
monitoring  station  personnel  respond  to  alarms  by  relaying
information  to  the local fire or police departments,  notifying
the  subscriber  or  taking  other appropriate  action,  such  as
dispatching alarm response personnel to the subscriber's premises
where  this  service  is  available.   Alarmguard  also  provides
certain  subscribers with a remote audio verification  capability
that  enables the central monitoring station to listen and  speak
directly into the subscriber's premises in the event of an  alarm
activation.  This feature allows Alarmguard's personnel to verify
that  an  emergency  exists, to reassure the  subscriber  and  to
expedite emergency response, even if the subscriber is unable  to
reach  a  telephone.  Remote audio verification  capability  also
assists  Alarmguard  in  quickly determining  if  the  alarm  was
activated inadvertently, and thus whether a response is required.

      Alarmguard's central monitoring station operates 24 hours a
day,  seven  days a week, including all holidays.  Each  operator
receives training that includes familiarization with the  various
types  of   alarm systems in Alarmguard's subscriber base.   This
enables  the operator to tell subscribers how to turn  off  their
systems  in  the  event  of  a false  alarm,  thus  reducing  the
instances  in  which a field service person must  be  dispatched.
Other  non-emergency administrative signals are generated by  low
battery  status,  deactivation  and  reactivation  of  the  alarm
monitoring   system   and  test  signals,   and   are   processed
automatically by computer.

      All  of  Alarmguard's central monitoring station  operators
have  received  operator certificates from the Security  Industry
Association  ("SIA").  Founded in 1969, SIA is a  security  alarm
industry   trade   organization   that   promotes   growth    and
professionalism in the alarm industry.  SIA developed  the  first
industry-wide  training  program for central  station  operators,
which  has  been  offered  since  1995.   This  training  program
provides  a  standard  orientation, introduction  and  procedural
foundation for operators which is based on UL policies as well as
input  from  numerous  security alarm monitoring  companies  that
operate  central  stations.  The program  consists  of  classroom
instruction followed by a comprehensive written examination.  The
SIA  operator certificate is issued to those operators  who  pass
such  examination.  The NBFAA has endorsed and approved  the  SIA
program,  adding  it  to  the  NBFAA  National  Training  School.
Alarmguard  was the first security alarm company  in  the  United
States  to  have  all  its central monitoring  station  operators
trained  and  tested in the SIA program.  As of March  20,  1998,
there   have  been  approximately  1,200  SIA  certified  central
monitoring station operators granted certificates.  Of these, 77,
or  approximately 7% have been Alarmguard employees, representing
one  of the highest number of certificates granted to any one SIA
approved company.

      Subscriber  Contracts.   Alarmguard's  monitoring/equipment
lease  contracts  generally have initial terms of  60  months  in
duration,  and provide for automatic renewal for a  fixed  period
(typically  one year) unless Alarmguard or the subscriber  elects
to cancel the contract 90 days in advance of the end of its term.
Alarmguard maintains individual files with a signed copy  of  the
contract  for each of its subscribers and a computerized customer
data base.

     Substantially all of Alarmguard's monitoring/equipment lease
contracts  for Alarmguard's residential subscribers  provide  for
subscriber   payments  of  between  $25  and   $40   per   month.
Alarmguard's  commercial subscribers typically pay  from  $25  to
$150  per month.  At December 31, 1997, Alarmguard's average  MRR
per subscriber was approximately $32.00.

Enhanced Security Services

      Additional MRR is generated by providing enhanced  security
services  that Alarmguard offers to both its existing subscribers
and in conjunction with the sales of new systems.  These enhanced
security services include:

       Extended Warranty Plans, which cover the normal costs  of
       repair of the system during normal business hours,  after
       the expiration of the initial warranty period.

       Two-Way  Voice Communication (Remote Audio Verification),
       which  consists of the ability, in the event of an  alarm
       activation,  to  listen  and  talk  to  persons  at   the
       monitored  premises  from the central monitoring  station
       through   the   monitoring  panel  located   within   the
       premises.    Among  other  things,  such   remote   audio
       verification  helps  Alarmguard  determine  if  an  alarm
       activation is a false alarm.

       Supervised  Monitoring Service, which  allows  the  alarm
       system  to  send  various  types  of  signals  containing
       information  on  the  use  of the  system,  such  as  the
       identity of users arming or disarming the system  and  at
       what  time  of  day.   This information  is  supplied  to
       subscribers for use in connection with the management  of
       their  households  or businesses.  Supervised  monitoring
       service  can also include a daily automatic test  feature
       and  opening and closing reports on the number of persons
       entering or leaving a location.

       Pager  Service, which provides the  subscriber,  at
       discounted rates, with standard pager services that also
       enable Alarmguard to  reach the subscriber in the event of an
       alarm activation.

       Wireless Back-Up, which permits the alarm system to  send
       signals  over a dedicated radio system in the event  that
       regular telephone service is interrupted.

Installation and Field Repair Services

      Alarmguard  hires  and  maintains installation  and  field
service  personnel  in each of its branch  offices.   Alarmguard
trains  its employees to install and maintain the various  types
of   security  systems marketed and serviced by Alarmguard,  and
those  typically  marketed by other dealers  and  found  in  the
households  of acquired subscriber accounts.  The primary  alarm
systems  that Alarmguard currently installs are manufactured  by
ITI    (wireless)  and  Ademco  (hard-wired).   Alarmguard   has
purchased  alarm systems from other manufacturers  and  believes
that   it  can  readily  do  so  in  the  future  if  necessary.
Alarmguard believes that the majority of installed alarm systems
monitored  in  the United States was manufactured by  a  limited
number of manufacturers.  Accordingly, Alarmguard believes  that
it can readily train service personnel to service these systems.

     Installation of new alarm systems are performed on a timely
basis  after  the completion of the sale.  After  completing  an
installation, the technician instructs the subscriber on the use
of  the  system  and  furnishes a written manual  and,  in  many
instances,   an   instruction   video.    Additional   follow-up
instruction  is  provided  by sales consultants  in  the  branch
office on an as-needed basis.

      Alarmguard  believes  one of the most  effective  ways  of
improving   customer  retention  is  to  provide   high-quality,
responsive  field repair service.  Field service  personnel  are
trained  by Alarmguard to service the various types of  security
systems   owned  by  Alarmguard's  subscribers.   Field  service
personnel  also inspect installations performed by  Alarmguard's
installation subcontractors.

       Repair   services  generate  revenues  primarily  through
billable  field  service  calls or  contractual  payments  under
Alarmguard's extended warranty plans.  The increased density  of
Alarmguard's   subscriber  base,  the  result  of   Alarmguard's
continuing  effort  to  fill  in areas  surrounding  its  branch
operations   with  new  subscribers,  permits   more   efficient
scheduling and routing of field service technicians, and results
in  economies  of  scale  at the branch  level.   The  increased
efficiency  in  scheduling  and  routing  allows  Alarmguard  to
provide  faster field service response and support, which  leads
to a higher level of subscriber satisfaction.

Customer Retention

      Alarmguard  believes  that  customer  satisfaction  is  an
important  factor  in  the  retention  of  subscriber  accounts.
Alarmguard  has  implemented a number of  measures  intended  to
maximize  customer  satisfaction, including a  phone  survey  of
every  subscriber receiving a field service visit.   The  survey
consists  of  questions  about the  service  visit  and  overall
subscriber  satisfaction with Alarmguard as a service  provider.
Periodic  awards are given to the branches and individuals  that
maintain  superior  customer satisfaction.  To  further  enhance
customer satisfaction,  each branch is on-line with Alarmguard's
central computer in Orange, Connecticut so that employees of any
branch can immediately access subscriber account information and
respond promptly to questions or complaints.  A history of  each
customer's alarm, repair and payment activities is maintained in
the central computer, which enables customer representatives  to
promptly and effectively respond to customer inquiries.

     Alarmguard experiences customer cancellations of monitoring
and  related services as a result of subscriber relocation,  the
cancellation  of  acquired  accounts  during  the   process   of
integrating   such   accounts  into   Alarmguard's   operations,
unfavorable   economic  conditions  and  other  reasons.    This
attrition  is  offset to a certain extent by revenues  from  the
sale  of  additional  services  to  existing  subscribers,   the
reconnection of premises previously occupied by subscribers, the
conversion  of  accounts  previously monitored  by  other  alarm
companies,  and  guarantees provided  by  the  sellers  of  such
accounts.  Alarmguard experienced gross MRR attrition of  12.3%,
11.9% and 11.8% in 1995, 1996 and 1997, respectively.  Gross MRR
attrition is defined by Alarmguard for a particular period as  a
quotient, the numerator of which is equal to gross MRR  lost  as
the result of canceled subscriber accounts, including the MRR of
subscribers who have moved from homes or businesses in which  an
existing  alarm  system  was installed  ("Transfers"),  and  the
denominator  of which is the average month-end MRR  during  such
period.

Competition

      The  security  alarm  industry is highly  competitive  and
highly  fragmented.   Alarmguard competes  with  major  national
firms  with  substantial  financial  resources,  including  Tyco
International   (ADT),  Ameritech  Corporation,   Wells   Fargo,
Honeywell,  Inc., Westec, The Pittston Brinks Group,  Protection
One,  as well as strong regional providers.  Other alarm service
companies  have adopted a strategy similar to Alarmguard's  that
entails  the  aggressive purchase of alarm  monitoring  accounts
both  through  acquisitions of account  portfolios  and  through
dealer  programs and internal growth programs.  Some competitors
have  greater  financial resources than Alarmguard,  or  may  be
willing  to  offer higher prices than Alarmguard is prepared  to
offer  to  purchase subscriber accounts.  Utility companies  and
cable  television companies also have recently entered the alarm
monitoring business and will likely compete with Alarmguard  for
new accounts and for acquisitions.

      Competition  in  the  security  alarm  industry  is  based
primarily   on  reliability  of  equipment,  market  visibility,
services   offered  and  reputation  for  quality  of   service.
Alarmguard believes it competes effectively with national, other
regional  and local security alarm companies in the Northeastern
and   Mid-Atlantic   United  States  because   of   Alarmguard's
reputation for reliable equipment and services, its concentrated
presence  in  the  areas  surrounding its  branch  offices,  its
ability  to  bundle  monitoring,  maintenance  and  repair   and
enhanced services and its low cost structure.


Regulatory Matters

       Recently,  certain  local  government  authorities   have
considered  or  adopted various measures aimed at  reducing  the
number  of  false alarms.  Such measures include: (i) subjecting
alarm   monitoring   companies  to  fines   or   penalties   for
transmitting  false  alarms,  (ii)  licensing  individual  alarm
systems  and  the  revocation  of  such  licenses  following   a
specified number of false alarms, (iii) imposing fines on  alarm
subscribers  for false alarms (iv) imposing limitations  on  the
number  of  times  the  police  will  respond  to  alarms  at  a
particular location and (v) requiring further verification of an
alarm signal before the police will respond.

      Alarmguard's operations are subject to a variety of  other
laws,  regulations and licensing requirements of federal,  state
and local authorities.  In certain jurisdictions, Alarmguard  is
required to obtain licenses or permits, to comply with standards
governing  employee selection and training and to  meet  certain
standards  in  the conduct of its business.  Many  jurisdictions
also   require  certain  of  Alarmguard's  employees  to  obtain
licenses or permits.

     Alarmguard  and its individual installers are  required  to
hold  licenses  which, depending on the state,  may  include  an
electrical  contractor's  license and  a  journeyman's  license.
Such  states may also require, as part of the licensing process,
a  security clearance or background check issued by the  state's
department  of public safety or similar governmental  authority.
In  the  states  where Alarmguard is required to have  a  single
license  holder,  under whose license the individual  installers
may  operate,  Alarmguard generally has  two  or  three  license
holders  in  order to ensure continuity in the event a  licensed
employee  is  transferred  or  leaves  Alarmguard's  employment.
Local authorities generally require permits for large or complex
fire  system installations.  Such permits are generally specific
to  the  installation site and are obtained in  advance  of  the
commencement of work.

      The alarm industry is also subject to requirements imposed
by   various   insurance,  approval,  listings   and   standards
organizations depending upon the type of subscriber served,  the
type  of security service provided, and the requirements of  the
applicable local governmental jurisdiction.

      Alarmguard's advertising and sales practices are regulated
by  both the FTC and state consumer protection laws.  Such  laws
and  regulations  include restrictions on the  manner  in  which
Alarmguard  promotes the sale of its security alarm systems  and
the  obligation of Alarmguard to provide purchasers of its alarm
systems with certain rescission rights.

      Alarmguard  markets  some  of its  products  and  services
through  telemarketing,  which is regulated  on  the  state  and
federal  level.  Alarmguard believes that these activities  will
increasingly be subject to such regulation.  Such regulation may
limit  Alarmguard's  ability to solicit new  subscribers  or  to
offer  one or more products and services to existing subscribers
and may materially affect Alarmguard's business and revenues.

      Alarmguard's alarm monitoring business utilizes  telephone
lines and radio frequencies to transmit alarm signals.  The cost
of  telephone lines and the type of equipment which may be  used
in  telephone line transmission are currently regulated by  both
federal  and  state governments.  The operations and utilization
of radio frequencies are regulated by the Federal Communications
Commission and state public utilities commissions.

Risk Management

       The   nature  of  the  services  provided  by  Alarmguard
potentially  exposes  it  to  greater  risks  of  liability  for
employee  acts  or  omissions  or system  failure  than  may  be
inherent  in  other  businesses.   Most  of  Alarmguard's  alarm
monitoring agreements and other agreements pursuant to which  it
sells  its  products  and  services include  certain  provisions
limiting Alarmguard's liability to subscribers in an attempt  to
reduce this risk.

      Alarmguard  carries insurance of various types,  including
general liability and errors and omissions insurance.  The  loss
experience  of  Alarmguard and other security service  companies
may affect the availability and cost of such insurance.  Certain
of Alarmguard's insurance policies, and the laws of some states,
may limit or prohibit insurance coverage for punitive or certain
other types of damages, or liability of Alarmguard arising  from
gross  negligence  or  wanton behavior.  Alarmguard  experiences
insurance  claims  in  the  ordinary  course  of  its  business.
Alarmguard does not believe that any of such pending claims will
have  a  material adverse effect on the financial  condition  or
results  of operations of Alarmguard or Alarmguard's ability  to
obtain insurance coverage in the future.

Trademarks

      Alarmguard  operates under the trademark  "Alarmguard"  and
certain other trademarks.

Employees

      At December 31, 1997, Alarmguard employed approximately 450
individuals   on   a   full-time  basis.   Currently,   none   of
Alarmguard's employees is represented by a labor union or covered
by  a  collective bargaining agreement.  Alarmguard believes that
its relations with its employees are good.


ITEM 2.  PROPERTIES

      Alarmguard's executive offices, central monitoring  station
and  administrative offices constitute 20,000 square feet and are
located   at   125   Frontage  Road,  Orange,  Connecticut   (the
"Headquarters").   Alarmguard  has  entered  into  a  lease  with
respect to the Headquarters with 125 Frontage Road LLC, a company
controlled  by  Russell  R. MacDonnell, Chairman,  President  and
Chief  Executive  Officer of Alarmguard.  This lease  expires  on
June   30,   2005.   Alarmguard  also  leases  office  space   in
Piscataway, New Jersey; Cos Cob, Meriden and Darien, Connecticut;
Plainview,  New  York; Woodlyn, Pennsylvania; Seaford,  Delaware;
Salisbury, Maryland.; Malden, Massachusetts; and Portland, Maine.
The  leases  of these properties expire on various dates  through
2005,  and  in  some  cases  are  renewable  at  the  option   of
Alarmguard.

ITEM 3.  LEGAL PROCEEDINGS

      Alarmguard  experiences routine litigation  in  the  normal
course  of  its business.  Alarmguard does not believe  that  any
pending  or  threatened litigation will have a  material  adverse
effect on the financial condition, results of operations or  cash
flows of Alarmguard.

      In  May  1995,  a  stockholder of  Ridgewood  Hotels,  Inc.
commenced  a  derivative  and class action  lawsuit  in  Delaware
Chancery  Court  against  Ridgewood,  its  directors  and  Triton
(Alarmguard's predecessor) entitled Strassburger v. Early, et al.
(C.A.  No.  14267).   The lawsuit concerns a transaction  entered
into in August 1994 in which Ridgewood purchased from Triton  all
of the Ridgewood common stock owned by Triton (which consisted of
approximately  75% of Ridgewood's then outstanding common  stock)
for $8 million in cash and newly-issued Ridgewood preferred stock
with  a  face value of $3.6 million.  The complaint alleges  that
such  transaction constituted a corporate waste and a  breach  by
Triton  of  its  alleged duties of loyalty and good  faith  as  a
majority  stockholder  to  Ridgewood's other  stockholders.   The
complaint  seeks  a  rescission  of  the  transaction  and  other
unspecified  monetary  relief.   The  class  action  lawsuit  was
dismissed in March 1998.  Alarmguard intends to defend vigorously
against the remaining lawsuit.  It is the opinion of Alarmguard's
management  that the ultimate resolution of such litigation  will
not  have  a  material  adverse effect on Alarmguard's  financial
position, results of operations or cash flows.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No  matters  were  submitted to a vote of the  Registrant's
security holders during the quarter ended December 31, 1997.


                             PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
      STOCKHOLDER MATTERS

   (A)  Market Information

     Alarmguard's Common Stock, par value $.0001 per share, and
its warrants have been traded on the AMEX since April 16, 1997
under the symbols "AGD" and "AGDW", respectively.  Prior to April
16, 1997, the date of the Merger with Triton, the common stock
and warrants of Alarmguard's predecessor, Triton, were traded on
the AMEX under the trading symbols "TGL" and "TGLW",
respectively.  The stock prices prior to April 16, 1997 listed
below have been adjusted to reflect the one-for-ten reverse stock
split completed on such date.

                            Market Price of Common
                                    Stock
                                 1997            1996
     Quarters  Ended      High      Low      High      Low
     1st Quarter         10        7 1/2     5 9/16    3 3/4
     2nd Quarter         9 1/4     5 13/16   5 9/16    3 3/4
     3rd Quarter         9 5/8     8 5/16    7 1/2     6 1/4
     4th Quarter         10 7/8    8         10 5/8    6 7/8

                            Market Price of Warrants
                                1997            1996
     Quarters  Ended     High       Low      High     Low
     1stt Quarter        1/8        1/8      1/4      1/8
     2nd Quarter         9/16       3/16     1/4      1/8
     3rd Quarter         1/2        1/8      3/16     1/16
     4th Quarter         3/8        3/16     1/4      1/8

    (B)  Holders

      At March 26, 1998, there were 328 and 403 holders of record
of the Company's common stock and warrants, respectively.

 (C)  Dividends

     The  Company did not pay cash dividends on its common  stock
in 1996 and 1997 and is not expected to pay cash dividends in the
foreseeable future.

 (D)  Recent Sales of Unregistered  Securities

     During 1997, the Company issued  unregistered shares of  its
common  stock in connection with certain acquisitions (see "Major
Developments During 1997 - Other Acquisitions").
     In  February 1998, the Company sold unregistered  shares  of
Convertible Preferred Stock (see "Recent Developments").   Lehman
Brothers  represented the Company in connection with the issuance
of  the  Preferred Stock and was paid a cash fee of $1.8 million,
plus  a  commitment from Alarmguard to issue warrants to purchase
80,000 shares of common stock of the Company at $8.66 per share.

     The  Common  and Preferred securities discussed herein  were
sold  pursuant to Section 4(2) of the Securities Act of 1933,  as
amended.

ITEM 6.  SELECTED FINANCIAL DATA
     The following table sets forth certain selected consolidated
financial  and  operating  data  of  Alarmguard.   The   selected
consolidated  balance sheet data as of December 31,  1993,  1994,
1995,  1996, and 1997 and the selected consolidated statement  of
operations  data for the five years then ended have been  derived
from  the  audited  consolidated  financial  statements  of   SSH
(referred  to herein as "Alarmguard").  The selected consolidated
financial  data  should be read in conjunction with  Alarmguard's
consolidated financial statements and related notes and with  the
Company's  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations" included elsewhere herein.
                                   As  of and for the Years Ended
                            December 31,
                             1993    1994    1995    1996   1997
                            (in thousands, except per share data)
Statement of Operations
Data:
Total revenue               $10,718 $17,075 $20,200 $24,152  $34,260
Gross profit                  6,539   9,710  11,926  14,372   19,849
Selling, general and
administrative
expense                       4,502   7,200   9,487  12,167   16,258
Amortization and
depreciation expense          3,255   4,617   6,786   8,142   11,386
 expense
Operating loss               (1,218) (2,107) (4,347) (5,937)  (7,795)
Interest and other expense,
net                          (1,068) (1,510) (2,300) (3,051)  (4,541)
Loss before extraordinary
item                         (2,286) (3,617) (6,647) (8,988) (12,336)
Extraordinary loss                -    (218)      -       -     (813)
Net loss                    $(2,286)$(3,835)$(6,647)$(8,988)$(13,149)

Basic and diluted per share
data: (1)
  Loss before extraordinary item                      $(3.12)  $(2.61)
  Extraordinary loss                                       -     (.17)
  Net loss                                            $(3.12)  $(2.78)
Basic and diluted weighted
average shares                                         2,877    4,726

Cash Flow Data:
  Net cash used in
  operating activities         $(77)$(1,997)$(5,001)$(6,984) $ (5,715)
  Net cash used in
  investing activities       (5,665) (3,147) (2,879) (1,623)  (6,606)
  Net cash provided by
  financing activities        8,282   2,538   8,640   7,276   12,789

Other Data:
Certain subscriber data:
  MRR at end of period (2)     $822    $956  $1,129 $1,392  $2,087
  Number of subscribers at
  end of period                  25      29      36     49      64

Adjusted EBITDA:
  EBITDA (3)                 $2,037  $2,510  $2,439 $2,205  $3,591
  Less Direct Marketing
  Program revenue (4)             -    (279) (1,249)(2,166) (1,265)
  Plus Direct Marketing
  Program expenses (4)                  656   2,084  4,351   3,946
  Plus acquisition
  integration expenses (4)        -      -        -      -      34
Adjusted EBITDA (5)          $2,037  $2,887  $3,274 $4,390  $6,621

Balance Sheet Data:
  Intangible assets, net(6) $22,499 $23,517 $23,223$21,430 $43,027
  Total assets               32,369  33,484  38,113 39,131  69,850
  Total obligations (7)      16,162  20,735  30,776 39,775  54,789
  Total stockholders'
  deficiency                 (3,473) (7,992)(15,264)(24,898)(3,197)

(1)  Basic and diluted per share information gives effect to  the
  conversion  of  all SSH preferred       and common  stock  into
  Common  Stock of the Company as if it occurred at the beginning
  of  1996, resulting in a consistent pro forma number of  common
  shares  of 2,877,368.  Actual shares outstanding are  used  for
  the   weighted  average  share  calculation  for   the   period
  subsequent to the Merger with Triton.

(2)   "MRR"  means  monthly recurring revenue that Alarmguard  is
  entitled to receive under contracts in effect at the end of such
  period.   MRR  is  a term commonly used in the  security  alarm
  industry  as a measure of the size of a company.  It  does  not
  measure profitability or performance, and does not include  any
  allowance  for future subscriber attrition or for uncollectible
  accounts receivable.

(3)  "EBITDA" means earnings before interest, taxes, depreciation
  and amortization.  EBITDA is derived by adding to the loss before
  income taxes and extraordinary items, the sum of (i) amortization
  of debt issuance costs, acquired customer accounts, covenants not
  to  compete and goodwill; (ii) interest and other expense, net;
  and (iii) depreciation expense.  EBITDA does not represent cash
  flows available to fund Alarmguard's cash needs.  Items excluded
  from  EBITDA  are  significant components in understanding  and
  assessing  Alarmguard's  financial  performance.   Alarmguard's
  management   believes  presentation  of  EBITDA   enhances   an
  understanding of Alarmguard's financial condition,  results  of
  operations and cash flows because EBITDA is used by Alarmguard to
  measure its ability to meet its debt service obligations and its
  capital expenditures and other operational needs as well as  to
  provide funds for growth.  In addition, EBITDA has been used by
  Alarmguard's lenders and the investment community to  determine
  current borrowing capacity and to estimate the value of companies
  with recurring revenues.

(4)  Direct Marketing Program amounts are not reportable for 1993
  as  the  program  did  not  commence until  1994.   Acquisition
  integration expenses incurred prior to 1997 were not material.

(5)   "Adjusted"  EBITDA is derived by adding to  EBITDA,  Direct
  Marketing Program and acquisition integration expenses incurred,
  net  of  Direct Marketing Program revenues earned,  during  the
  period.   Adjusted  EBITDA does not represent  cash  flow  from
  operations   as   defined  by  generally  accepted   accounting
  principles,  should not be construed as an alternative  to  net
  income,   and  is  not  indicative  of  Alarmguard's  operating
  performance or of cash flows available to fund Alarmguard's cash
  needs.  Alarmguard's management believes presentation of Adjusted
  EBITDA  enhances  an  understanding of  Alarmguard's  operating
  results,  particularly in comparison to  other  security  alarm
  companies  that  grow  substantially  through  acquisitions  of
  subscriber accounts.  Additionally, an amount similar to Adjusted
  EBITDA is used by lenders in extending credit to Alarmguard.

(6)   Includes  acquired  customer contracts,  covenants  not  to
  compete and goodwill.

(7)   Total  obligations  includes the  current  and  non-current
  portion  of:  the credit facility, subordinated  debt,  capital
  leases (included in other liabilities) and notes payable.

ITEM  7.    MANAGEMENT'S  DISCUSSION AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

   The  following  is  a  discussion of the historical  financial
condition and results of operations of Alarmguard for each of the
three  years in the period ended December 31, 1997. The financial
information, discussion and analysis which follow are based  upon
and  should be read in conjunction with Alarmguard's consolidated
financial  statements and the notes thereto,  included  elsewhere
herein.

General

   Alarmguard  sells,  installs, services and  monitors  security
alarm   systems  for  residential  and  commercial   subscribers,
principally in the Northeastern and Mid-Atlantic regions  of  the
United  States. At December 31, 1997, Alarmguard had MRR of  $2.1
million serving approximately 64,000 subscribers accounts for its
alarm  monitoring  services,  approximately  68%  of  which  were
residential.

   Since  January  1,  1995, Alarmguard has  added  approximately
$748,000  of  MRR through 17 separate acquisitions,  $586,000  of
which  was  acquired  during 1997.  Acquisitions  consummated  by
Alarmguard typically contain contractual provisions providing for
(i)  a  guarantee  by  the seller with respect  to  the  rate  of
attrition measured in terms of MRR, generally for a period of  6-
12  months following the closing of such transaction, and (ii)  a
holdback  from  the  seller of a portion of  the  purchase  price
which, if the actual attrition rate exceeds the guaranteed   rate
at  the  end  of such 6-12 month holdback period, is  applied  to
adjust  the  effective purchase price downward.   No  acquisition
consummated by Alarmguard during such period included an acquired
account  which was of such a size that the loss of  such  account
would  have  had  a material adverse effect on  the  benefits  to
Alarmguard of such acquisition.

   From  January  1, 1995 to December 31, 1997, Alarmguard  added
approximately  $567,000  of  MRR  through  the  Direct  Marketing
Program, including $193,000 of MRR during the year ended December
31,  1997.  The  total MRR added during the same periods  (before
cancellations) was $1.6 million and $913,000, respectively.

   Alarmguard    continually   pursues    numerous    acquisition
opportunities.  Generally, acquisitions involve cash,  promissory
notes and common stock. To the extent that a transaction requires
payment  of  the  entire  purchase price  in  cash,  the  capital
available  to  support other direct marketing growth  initiatives
will  be reduced, which may in turn adversely impact Alarmguard's
overall   liquidity.   Alarmguard   increased   its   MRR    from
approximately  $1.0 million at January 1, 1995  to  approximately
$2.1 million at December 31, 1997.

   Alarmguard  internally generates two different  types  of  new
subscriber  accounts,  accounts  generated  through  the   Direct
Marketing  Program  and  accounts generated  through  traditional
sales efforts at its ten branch offices.  In the Direct Marketing
Program,  Alarmguard  utilizes outbound telemarketing  and  other
high volume sales approaches, to offer a basic alarm system for a
low downpayment.  New subscribers are generally required to enter
into  noncancellable monitoring/equipment lease  contracts  which
have  a  term of 60 months. Alarmguard retains ownership  of  the
alarm   system   hardware  installed  for  the  new   subscriber.
Alarmguard's  costs  associated with  generating  a  new  account
substantially  exceed  the installation  fee  received  from  the
customer.  However, these costs are significantly less  than  the
monitoring  revenues  to  be  realized  over  the  life  of   the
monitoring/equipment  lease  contract.  Each  new  subscriber  is
subject  to  credit approval prior to entering into a  monitoring
contract under the Direct Marketing Program.

     In late 1997, Alarmguard launched its Dealer Program.  Under
this  program,  Alarmguard  purchases credit-approved  monitoring
contracts  from  Alarmguard authorized dealers.  In  most  cases,
Alarmguard  installs the systems and charges back the dealer  for
the  cost of the installation. The subscriber profile is  similar
to accounts generated through the Direct Marketing Program.

   Alarmguard also markets traditional alarm systems through  its
branch offices, which are characterized by the sale of the  alarm
system by Alarmguard to the subscriber at a non-subsidized price.

   A majority of Alarmguard's revenues are derived from recurring
payments   for  the  monitoring,  maintenance  and   leasing   of
subscribers'  security  systems. The  remainder  of  Alarmguard's
revenues include revenues for installing Direct Marketing Program
alarm systems, revenues derived from the sale and installation of
traditional  alarm  systems,  revenues  from  installing   and/or
selling  add-ons  and  upgrades to alarm  systems,  and  revenues
derived  from payments for service calls performed based on  time
incurred and materials used. Monitoring and service revenues  are
recognized as the monitoring or service is provided. Selling  and
marketing  costs,  excluding commissions  on  the  generation  of
Direct Marketing Program accounts, are generally expensed in  the
period  incurred.  With respect to the Direct Marketing  Program,
Alarmguard defers all direct costs (principally equipment,  labor
and   direct  sales  commissions)  incurred  in  connection  with
installing  and activating new subscriber accounts.  Such  direct
costs  are  amortized over a period of 48 months, which  reflects
the  life  of  the  contract  adjusted for  estimated  subscriber
attrition.  It  is Alarmguard's policy to review  actual  account
attrition  on  a  quarterly basis and, when  an  installation  is
identified  for disconnection, to fully write off and  charge  to
amortization  expense  the  remaining  net  book  value  of   the
installation costs. Substantially all other costs associated with
the  Direct  Marketing  Program  (principally  telemarketing  and
overhead) are expensed as incurred.

   Alarmguard grew rapidly in the year ended December  31,  1997,
realizing  a 30.6% increase in the number of monitored subscriber
accounts,  from  approximately 49,000 at  December  31,  1996  to
approximately  64,000 at December 31, 1997, and a 49.9%  increase
in MRR, from $1.4 million at December 31, 1996 to $2.1 million at
December 31, 1997.

   Total  revenues increased by 41.9% from $24.2 million in  1996
to  $34.3  million in 1997.  Adjusted EBITDA as a  percentage  of
total revenue less Direct Marketing Program installation revenues
was 20.0% in 1997 and 20.0% in 1996.  Alarmguard's operating loss
increased  from  $5.9 million in 1996 to $7.8  million  in  1997.
Alarmguard's  net  loss increased from $9.0 million  in  1996  to
$13.1  million in 1997.   The increased operating  loss  in  1997
reflects   primarily   the  increase  in   amortization   expense
associated with the acquisition of subscriber accounts during the
year.   The  increased  net loss in 1997 reflects  the  increased
amortization expense discussed above combined with an increase in
net  interest expense as a result of a higher level of borrowings
in 1997.

   Accounting Policies for Direct Marketing Program Installations
and   Subscriber  Account  Purchases.   The  difference   between
Alarmguard's  accounting policy for the generation of  subscriber
accounts  through the Direct Marketing Program and its accounting
policy for the acquisition of subscriber account portfolios has a
significant   impact  on  Alarmguard's  results  of   operations.
Substantially all telemarketing and overhead costs related to the
generation  of  subscriber accounts under  the  Direct  Marketing
Program  are  expensed  in the period in  which  such  costs  are
incurred. During 1997, the costs of the Direct Marketing  Program
which  were  expensed  relating to an  average  Direct  Marketing
Program installation exceeded the amount of installation revenues
recognized.  Accordingly, new Direct Marketing  Program  accounts
adversely  affect operating results for the period in  which  the
associated  marketing expenses are incurred. In contrast  to  the
accounting  policy  for  the Direct Marketing  Program  expenses,
costs  associated  with acquisitions of subscriber  accounts  are
capitalized  and amortized over six to ten years,  the  estimated
average  life  of an acquired account, on a straight-line  basis.
Alarmguard personnel and related support costs incurred solely in
connection  with subscriber account acquisitions and  transitions
are  generally  expensed  as  incurred.  As  a  result  of  these
accounting policies, Alarmguard's results of operations may  vary
in any period depending on the relative contribution to growth in
subscriber accounts from internal generation of Direct  Marketing
Program  accounts  and  from acquisitions of  subscriber  account
portfolios.

  Gross MRR Attrition:  Gross MRR attrition has an adverse effect
on  the  Company's financial position and results of  operations,
since  if  affects the Company's recurring revenues.   Gross  MRR
attrition,  generally expressed on an annualized  basis,  can  be
measured  in  terms  of  decreased MRR  resulting  from  canceled
subscriber  accounts.   Gross MRR attrition  is  defined  by  the
Company  for a particular period as a quotient, the numerator  of
which  is  equal  to  gross MRR lost as the  result  of  canceled
subscriber accounts during a period and the denominator of  which
is  the  average month-end MRR during the period.  The  following
table sets forth the Company's MRR additions, cancellations,  and
gross MRR attrition for the periods indicated:

                                      Years Ended December 31,
                                      1995    1996     1997
  MRR:
    Beginning of period                $956  $1,129   $1,392
    Direct   Marketing   Program
    additions                           110     264      193
    Additions through acquisitions       82      80      586
    Other additions (1)                 109      73      134
    Canceled MRR (2)                  (128)   (154)    (218)
    End of period                     $1,12   $1,39    $2,08
                                          9       2        7

    Annual attrition                  12.3%   11.9%    11.8%


(1)       MRR   primarily  generated  through  traditional  sales
   programs and the National Accounts Program.

(2)      Includes canceled MRR of subscribers who have moved from
   homes  or  businesses in which an existing  alarm  system  has
   already been installed ("Transfers").

     Average MRR per Subscriber.  Alarmguard's average MRR per
existing subscriber was approximately $32.00 at December 31,
1997.

     Future Net Losses.  Alarmguard expects to incur net losses
for the foreseeable future.  Factors contributing to Alarmguard's
net losses included the initial excess of expenses over revenues
generated by the Direct Marketing Program and the charges
incurred by Alarmguard for amortization of purchased subscriber
accounts and capitalized costs (materials, labor and direct sales
commissions) associated with the Direct Marketing Program,
interest expense incurred on its indebtedness.  Although the
Direct Marketing Program adversely impacts current period
results, Alarmguard believes the Direct Marketing Program will
benefit operating results in the future years because of the
ongoing monitoring revenues associated with such accounts.

     Certain Potential Environmental Liabilities.  In the past,
Triton, through certain divisions and wholly-owned subsidiaries,
owned and operated businesses that conducted operations that
included the use, generation and disposal of hazardous waste and
hazardous substances.  Certain potential environmental
liabilities exist associated with these former operations,
including potential contamination at, or migrating from, certain
properties historically owned or operated by these former
divisions and subsidiaries.  Triton also has limited contractual
indemnification obligations relating to certain of these matters.
With respect to these potential environmental liabilities,
management believes that most of these liabilities were
discharged in Triton's 1993 bankruptcy proceedings or, if a
matter were to circumvent the bankruptcy discharge, would be
covered by insurance.  Historically, these environmental matters
have not had a material adverse effect on the Company's financial
condition and, although there can be no assurance, management
does not expect such matters to have a material  adverse effect
on the Company's financial condition, results of operations or
cash flows in the future.

     Year  2000 issues.  The year 2000 issue relates to  computer
system  programs which may not properly recognize the  change  in
date years from 1999 to 2000.  As a result of this sensitivity of
existing  software, any business entity is at risk  for  possible
system   failure   or  miscalculations  causing  disruptions   of
operations, including, among other things, a temporary  inability
to  process  transactions, send invoices, or  engage  in  similar
normal business activities.

   Based  on  a  risk assessment, the Company has  utilized  both
internal and external resources to reprogram or replace and  test
software for year 2000 modifications.  The total cost of the year
2000  project has not been and is not expected to be material  to
the   results  of  operations or cash flows of the  Company.  The
Company presently believes that with these modifications  to  its
software  the  year  2000  issue  does  not  pose  a  significant
operational problem.

      Subscriber systems are generally not date dependent, except
in  the  case  of  certain access control  systems  installed  at
subscribers'  premises.  These systems have been  identified  and
are  currently  being upgraded.  The cost of these upgrades  will
not be material to the Company.

     The Company intends to initiate formal communications with
all of its significant suppliers to determine the extent to which
the Company is vulnerable to suppliers' failure to remediate
their own Year 2000 issues.

Results of Operations

      The following table sets forth certain operating data as  a
percentage of total revenues, other than Adjusted EBITDA which is
a  percentage  of  total  revenue less Direct  Marketing  Program
installation revenue for the periods indicated:

                                       Year ended December 31,
                                       1995     1996    1997

  Recurring revenue                    59.8%   62.2%    62.9%
  Installation revenue                 34.1%   31.5%    30.6%
  Service revenue                       6.1%    6.3%     6.5%
Total Revenue                         100.0%   100.0%   100.0%

  Monitoring expense                    8.4%    9.3%     7.9%
  Installation expense                 20.8%   19.4%    22.0%
  Service expense                      11.8%   11.8%    12.2%
Total cost of revenue                  41.0%   40.5%    42.1%

  Gross profit                         59.0%   59.5%    57.9%

  Sales and marketing expense          15.0%   15.5%    13.6%
  General and administrative expense   32.0%   34.9%    32.8%
  Acquisition integration expense          -       -     1.0%
  Amortization and depreciation
  expense                              33.5%   33.8%    33.2%
Total operating expense                80.5%   84.2%    80.6%

  Operating loss                      (21.5%) (24.7%) (22.7%)

Other operating data:
  EBITDA                               12.1%    9.1%    10.5%
Direct Marketing Program installation
revenue                                (6.2%)  (9.0%)   (3.7%)
Direct Marketing Program and acquisition
integration expenses                   10.3%   18.0%    12.5%
  Adjusted EBITDA                      17.3%   20.0%    20.1%



1997 Compared to 1996

      Revenue.  Revenues for 1997 increased by $10.1 million,  or
41.9%,  to  $34.3 million from $24.2 million for 1996.  Recurring
revenue increased by $6.5 million, or 43.5%, from $15 million  in
1996 to $21.5 million in 1997, which was primarily the result  of
an  increase  in  the  number  of  monitored  accounts  generated
primarily  due  to  the acquisition of portfolios  of  subscriber
accounts in 1997 as well as accounts generated through the Direct
Marketing Program.  Installation revenue, which includes revenues
from  the  installation of Direct Marketing Program  systems  and
from  sales of traditional systems, increased by 37.5%  to  $10.5
million  in 1997 from $7.6 million in 1996, due to the growth  in
system  sales as a result of a larger account base  in  a  larger
territory.  Service revenue increased by 47.3% to $2.3 million in
1997  from  $1.5 million in 1996, due primarily to the growth  in
the account base.

     Gross  Profit.   Gross  profit in  1997  increased  by  $5.5
million,  or 38.1%, to $19.9 million from $14.4 million in  1996.
This  increase  was due to the growth in MRR as a result  of  the
addition of acquired account portfolios and growth related to the
Direct  Marketing  Program.  As a percentage of  total  revenues,
gross  profit declined from 59.5% in 1996 to 57.9% in 1997.   The
decrease  of  gross profit as a percentage of total  revenue  was
primarily  the  result of several larger commercial installations
which   had   lower  gross  profit  margins  than  the  Company's
traditional  business  as  well as  lower  per-unit  revenue  for
installations through the Direct Marketing Program.

      Sales and Marketing.  Sales and marketing expenses for 1997
increased  by $1.0 million, or 25.1%, to $4.7 million  from  $3.7
million  in  1996.   This increase was primarily  the  result  of
greater  marketing  efforts directed  at  adding  new  subscriber
accounts  through  traditional sales  and  the  Direct  Marketing
Program.

     Acquisition  Integration  Expense.   In  1997  the   Company
incurred  $349,000  of costs associated with the  integration  of
acquired  subscriber accounts into the Company's  system.   These
costs were not material in 1996 and 1995.  Management expects  to
incur  such  costs  in the future, principally  relating  to  the
acquisition   and   integration  of  larger  subscriber   account
portfolios.

     General   and   Administrative   Expenses.    General    and
administrative  expenses  for 1997  increased  $2.8  million,  or
33.3%,  to $11.2 million from $8.4 million in 1996.  The increase
was  primarily the result of staffing requirements  at  both  the
operating   and  corporate  level  required  to  facilitate   the
Company's growth plan and additional expenses of operating  as  a
public  company, costs which were not incurred  in  1996.   As  a
percent  of  total  revenue, general and  administrative  expense
decreased  to  32.8%  in 1997 from 34.9% in the  comparable  1996
period,  reflecting economies of scale resulting from incremental
revenue growth.

        Amortization   and   Depreciation.     Amortization   and
depreciation  expenses  increased in 1997  by  $3.2  million,  or
39.8%, to $11.4 million from $8.1 million in 1996.  This increase
was   primarily   the  result  of  Alarmguard's  acquisition   of
approximately 12,400 subscriber accounts in 1997 as well  as  the
addition  of  approximately 7,000 monitored  subscriber  accounts
through the Direct Marketing Program.

      Net  Interest  Expense.   Net  interest  expense  for  1997
increased  by $1.7 million, or 55.4%, to $4.7 million  from  $3.0
million  in  1996.   This increase was primarily  the  result  of
higher   weighted  average  debt  outstanding  under  the  Credit
Facility,  as  well as a higher interest rate on its subordinated
debt.   Alarmguard increased its borrowing during this period  to
fund   the  acquisition  of  subscriber  portfolios  and   Direct
Marketing Program account growth.

1996 Compared to 1995

   Revenue.   Revenue  for 1996 increased  by  $4.0  million,  or
19.6%,  to  $24.2 million from $20.2 million for 1995.  Recurring
revenue  increased by $3.0 million, or 24.3%, which was primarily
the  result  of  an increase in the number of monitored  accounts
generated by the Direct Marketing Program and the acquisition  of
portfolios of subscriber accounts. Installation revenue
increased  by 10.6% to $7.6 million in 1996 from $6.9 million  in
1995. Service revenue increased by 22.9% to $1.5 million in  1996
from $1.2 million in 1995.

   Gross Profit.  Gross profit in 1996 increased by $2.5 million,
or  20.5%,  to  $14.4 million from $11.9 million  in  1995.  This
increase was due to the growth in MRR as a result of the addition
of  acquired account portfolios and growth related to the  Direct
Marketing  Program.  As  a percentage of  total  revenues,  gross
profit rose from 59.0% in 1995 to 59.5% in 1996.

   Sales  and Marketing.  Sales and marketing expenses  for  1996
increased  by $0.7 million, or 23.6%, to $3.7 million  from  $3.0
million  in  1995.  This  increase was primarily  the  result  of
greater  marketing  efforts directed  at  adding  new  subscriber
accounts  through  traditional sales  and  the  Direct  Marketing
Program.  The  Direct Marketing Program added  10,000  and  5,000
monitored subscriber accounts in 1996 and 1995, respectively.

   General    and    Administrative   Expenses.    General    and
administrative  expenses  for 1996  increased  $1.9  million,  or
30.4%,  to $8.4 million from $6.5 million in 1995. This  increase
was  due  to  the significant growth associated with  the  Direct
Marketing Program during 1996.

   Amortization  and Depreciation.  Amortization and depreciation
expenses  increased in 1996 by $1.3 million, or  20.0%,  to  $8.1
million  from  $6.8 million in 1995. This increase was  primarily
the  result  of  Alarmguard's acquisition of approximately  3,800
subscriber  accounts  and  the addition of  approximately  10,000
monitored  subscriber accounts from the Direct Marketing  Program
during 1996.

   Net Interest Expense.  Net interest expense for 1996 increased
by  $0.7 million, or 30.8%, to $3.0 million from $2.3 million  in
1995.  This  increase was the result of higher  weighted  average
debt  outstanding under the Credit Facility. Alarmguard increased
its borrowing during this period to fund Direct Marketing Program
account   growth  and  the  acquisition  of  subscriber   account
portfolios.

Liquidity and Capital Resources

   General.    Since  May  1992,  Alarmguard  has  financed   its
operations  and  growth from a combination  of  borrowings  under
credit  facilities, sales of its capital stock, the  1997  Merger
with  Triton  Group Ltd and the cash realization of certain  non-
strategic  assets.   Alarmguard's principal  uses  of  cash  have
historically  been  and  are  expected  to  continue  to  be  for
acquisitions of subscriber account portfolios, interest  payments
on  borrowings under the credit facility and the costs associated
with marketing and installing Direct Marketing and Dealer Program
systems.   A substantial portion of Alarmguard's future operating
cash   flow   will   be  used  to  fund  these  initiatives   and
requirements.

   As  of  December 31, 1997, a lending group provided term loans
to  Alarmguard,  Inc., a wholly owned subsidiary of  the  Company
(the  "Borrower")   under a $60 million Restated  Term  Loan  and
Acquisition  Credit  Agreement  (the  "Credit  Facility")  in  an
aggregate  principal amount of approximately $46.7  million.  The
Credit  Facility is a senior secured term credit facility.  Loans
outstanding under the Credit Facility bear interest based, at the
option  of  the Borrower, at a floating rate equal to either  (i)
the  greater  of  (x)  a  base rate and  (y)  the  Federal  Funds
effective  rate  plus 0.5% per annum, plus, in either  case,  the
applicable margin of 1.5%, or (ii) the Eurodollar rate, plus  the
applicable  margin  of  3%.  At December 31,  1997,  availability
under  the  Credit Facility was approximately $2.3 million.   The
Credit  Facility is a two-year non-amortizing loan which converts
to an amortizing five-year term loan on April 30, 1999.

    On  October 29, 1997, the Borrower entered into a  three-year
interest   rate  swap  agreement   at  6.09%  (LIBOR)  plus   the
applicable margin of 3.0%, or a fixed rate of 9.09%.   The  fixed
rate  based on the current Credit Facility is 8.84%.  As a result
of  the swap agreement, the Borrower has fixed the interest  rate
on  $40 million out of $46.7 million outstanding at December  31,
1997.

   The  loans and other obligations under the Credit Facility are
secured  by  a  first  lien  on all the tangible  and  intangible
personal property of the Borrower and its subsidiaries, a  pledge
of  the  capital stock of all of the Company's existing or future
subsidiaries  and is guaranteed by Alarmguard and  a  subsidiary.
The   Credit  Facility  contains  covenants  which,  among  other
matters, (i) limit indebtedness, (ii) limit capital expenditures,
(iii)  require the satisfaction of certain financial  ratios  and
(iv)  limit the declaration of dividends. As of December 31, 1996
the  restricted  net  assets of  the Borrower were  approximately
$1.1   million.    As  of  December  31,  1997,  the   Borrower's
liabilities exceeded its assets by $10.2 million.

   The Credit Facility provides for the following material events
of  default: (i) nonpayment of principal or interest; (ii) breach
by  the Borrower of any affirmative or negative covenants;  (iii)
any  misrepresentation by the Borrower; (iv) cross  default  with
respect  to other agreements or obligations of the Borrower;  (v)
incurrence  of additional indebtedness by Alarmguard, except  for
certain  permitted indebtedness; (vi) creation of  any  liens  on
Alarmguard's  property,  assets or revenues  other  than  certain
permitted   liens;  and  (vii)  certain  defaults   relating   to
bankruptcy,  insolvency,  ERISA  and  judgments,  with  customary
limitations and time periods.

      On  February 3, 1998, the Company completed an offering  of
40,000 shares of Cumulative Convertible Preferred Stock at $1,000
per  share  yielding  gross proceeds totaling  $40  million.  The
offering  was comprised of 35,000 shares of Series A  Convertible
Preferred   Stock  and  5,000  shares  of  Series  B  Convertible
Preferred  Stock.   The Series A Preferred Stock  pays  quarterly
dividends at 5% per annum.  Concurrently, the Company issued  700
additional shares of the Series A Preferred Stock in exchange for
$.7 million of the Company's subordinated debt.  Net proceeds  of
the  total offering, after the payment of investment banking fees
and  legal  expenses,  amounted to approximately  $38.0  million.
Under  the terms of the securities, each holder of the  Series  A
and  Series  B Preferred has the right to convert its shares,  at
the  option  of  the  holder, at any time,  into  shares  of  the
Company's common stock at the conversion price of $8.25 per share
and  $7.75  per  share, respectively, subject  to  certain  anti-
dilution  provisions.  Concurrent with the offering, the Borrower
increased its Credit Facility discussed above from $60 million to
$90  million  with an expanded lending group.  The  net  proceeds
from the offering and the additional Credit Facility are intended
to finance acquisitions and expand the Company's Direct Marketing
and Dealer Programs.

   On February 5, 1998, the Company completed the acquisition  of
all  of  the common stock of Pelletier, headquartered in Danbury,
Connecticut,  for  cash  consideration  of  approximately   $10.9
million, including a one-year holdback subject to certain revenue
guarantees.  The acquisition added over 7,200 accounts and MRR of
approximately $210,000 to the Company's subscriber base.

   On  March  17,  1998, Alarmguard completed the acquisition  of
certain  assets of Sentry headquartered in Malden,  Massachusetts
with  an  office  in  Portland, Maine.   This  acquisition  added
approximately  26,000  subscribers and MRR of  approximately  $.6
million.  The purchase price for Sentry company was approximately
$26.5 million.

   The  Company  believes its current sources of  funds  will  be
sufficient  to  satisfy its requirements for at  least  the  next
twelve  months.  The Company, depending on future needs  and  the
cost and availability of various financing alternatives, may from
time  to  time  seek additional debt or equity financing  in  the
public  or  private  markets in order to support  the  growth  of
subscriber accounts through acquisitions and the Direct Marketing
and Dealer Programs.

   During 1997, 1996 and 1995, Alarmguard's net cash used in  its
operating  activities  was $5.7 million, $7.0  million  and  $5.0
million,  respectively.  These uses of cash  were  primarily  the
result  of  capitalized  Direct  Marketing  Program  installation
costs.

   During 1997, 1996 and 1995, Alarmguard's net cash used in  its
investing  activities  was $6.6 million, $1.6  million  and  $2.9
million,   respectively.  These  uses  primarily  represent   the
acquisition of subscriber account portfolios in all three  years,
net of cash acquired in 1997 from the Merger with Triton.

   During 1997, 1996 and 1995, Alarmguard's net cash provided  by
financing  activities was $12.8 million, $7.3  million  and  $8.6
million, respectively. Financing activities were principally  the
result  of the restructuring and extension of the Credit Facility
in  all three years to fund acquisitions and the Direct Marketing
and Dealer Programs.

   Capital    Expenditures.     Alarmguard    requires    capital
expenditures   for   its  core  operations,   including   central
monitoring station equipment, phone systems and the refurbishment
of  offices,  which  have  historically totaled  less  than  $1.0
million  annually. This amount will vary based on the  growth  of
subscriber  accounts and significant acquisitions  of  subscriber
accounts.   In  March 1998, Alarmguard completed an expansion  of
its  central  monitoring  facility, increasing  its  capacity  to
approximately  250,000  subscribers at a  cost  of  approximately
$800,000.

Adoption of Recent Accounting Standards

     In  1997,  the  Financial Accounting Standards Board  (FASB)
issued  SFAS NO. 128. "Earnings per Share," which was adopted  in
the  fourth  quarter  of 1997.  This new  rule  changes  the  way
earnings per share is calculated and requires restatement of  all
reported prior period amounts.  Under the new requirements, basic
earnings per share is calculated by dividing net earnings by  the
weighted  average number of common shares outstanding during  the
period.  The diluted earnings per share computation includes  the
effect  of shares, if dilutive, which would be issuable upon  the
exercise  of outstanding stock options, reduced by the number  of
shares which are assumed to be purchased by the Company from  the
resulting proceeds at the average market price during the period.

     During  1997,  the  FASB  issued SFAS  No.  130,  "Reporting
Comprehensive  Income"  and  SFAS  No.  131,  "Disclosure   about
Segments of an Enterprise and Related Information."  SFAS No. 130
is  effective for the first quarter of 1998, while  SFAS  131  is
effective  for  year end financial reporting in 1998  and  on  an
interim  basis thereafter.  Both of these pronouncements  require
additional disclosure and the company expects no material  impact
upon adoption.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Company's consolidated financial statements and
supplementary data, together with the report of Ernst & Young
LLP, independent auditors, are included elsewhere herein.  See
"Index to Consolidated Financial Statements" on page F-1.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

     None.

                            PART III

      The information to be set forth herein, Item 10, "Directors
and  Executive Officers of the Registrant,"  Item 11,  "Executive
Compensation," Item 12, "Security Ownership of Certain Beneficial
Owners  and Management," and Item 13, "Certain Relationships  and
Related  Transactions," will be included in  a  definitive  Proxy
Statement  pursuant  to  Regulation 14A,  which  is  incorporated
herein by reference.  It is anticipated that copies of such Proxy
Statement  will  be  filed  with  the  Securities  and   Exchange
Commission not later than 120 days after the close of the  fiscal
year ended December 31,1997.

                             PART IV

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

     (a)  Documents filed as a part of this Form 10-K

          a.  Consolidated Financial Statements and Schedules.

     The   following   consolidated  financial   statements   and
schedules are included in this Annual Report on Form 10-K on  the
pages listed below.

   Page       Consolidated Financial Statements
   F-1  Report of Independent Auditors
   F-2  Consolidated Balance Sheets as of December 31,  1996  and
        1997
   F-4  Consolidated Statements of Operations for the years ended
        December 31, 1995, 1996, and 1997.
   F-5  Consolidated   Statements  of Stockholders' Deficiency
        for the years ended December 31,  1995,  1996  and 1997.
   F-6  Consolidated Statements of Cash Flows for the years ended
        December 31, 1995, 1996 and 1997.
   F-7  Notes to Consolidated Financial Statements

   Page       Schedule
   S-1       Schedule  I  -  Condensed Financial  Information  of
             Alarmguard Holdings, Inc. (Parent
             Company)

        All  other schedules for which provision is made  in  the
        applicable  accounting regulation of the  Securities  and
        Exchange  Commission are not required under  the  related
        instructions or are inapplicable and therefore have  been
        omitted.

          b.  Exhibits.

   Exhibit
   Number              Exhibit Description

   2.01 Agreement  and Plan of Merger, dated December  23,  1996,
        among  Triton  Group Ltd., Triton Acquisition  Corp.  and
        Security  Systems  Holdings, Inc.  (restated  to  reflect
        Amendment No. 1 to Agreement and Plan of Merger dated  as
        of  March  6, 1997), incorporated herein by reference  to
        File  No. 333-23307, Registration Statement on Form  S-4,
        filed March 14, 1997.

   3.01 Second    Amended    and    Restated    Certificate    of
        Incorporation, incorporated herein by reference  to  File
        No.  333-23307, Registration Statement on Form S-4, filed
        March 14, 1997.

   3.02 Second  Amended and Restated By-Laws, incorporated herein
        by   reference   to  File  No.  333-23307,   Registration
        Statement on Form S-4, filed March 14, 1997.


   3.03 Form  of  Second  Amended  and  Restated  Certificate  of
        Incorporation   of  Security  Systems   Holdings,   Inc.,
        incorporated  herein by reference to File No.  333-23307,
        Registration  Statement  on Form  S-4,  filed  March  14,
        1997.

   3.04 Form  of  Second Amended and Restated By-Laws of Security
        Systems  Holdings, Inc., incorporated herein by reference
        to  File No. 333-23307. Registration Statement on Form S-
        4, filed March 14, 1997.

   3.05 Certificate  of Designations, Preferences and  Rights  of
        Series  A  Preferred Stock and Series B  Preferred  Stock
        dated February 2, 1998.

   4.01 Warrant  Agreement  and  Form  of  Warrant,  incorporated
        herein  by  reference to file No. 1-8592,  Exhibit  4  to
        Interim Report on Form 8-K dated July 12, 1993.

   4.02 Warrant  Agreement  in favor of Patricof  &  Co.  Capital
        Corp.,  dated  January  1, 1996, incorporated  herein  by
        reference to file No. 0-8138, Annual Report on Form  10-K
        for the year ended March 31, 1996.

   4.03 Form    of    Alarmguard   Common   Stock    Certificate,
        incorporated  herein by reference to File No.  333-23307,
        Registration Statement on Form S-4, filed March 14, 1997.

   4.04 Form  of  Alarmguard  Warrant  Certificate,  incorporated
        herein  by  reference to File No. 333-23307, Registration
        Statement on Form S-4, filed March 14, 1997.

   4.05 Registration  Rights  Agreement, incorporated  herein  by
        reference  to File No. 333-23307, Registration  Statement
        on Form S-4, filed March 14, 1997.

   4.06 Registration  Rights Agreement dated  February  2,  1998,
        with Series A and B Preferred Stock holder.

   10.01Note  Payable Agreement, incorporated herein by reference
        to  File  No.1-8138, Interim Report on Form  10-Q,  filed
        August 14, 1997.

   10.02Protective   Alarms,  Inc.  Stock   Purchase   and   Sale
        Agreement,  as amended, incorporated herein by  reference
        to  File  No. 1-8138, Interim Report on Form  8-K,  filed
        May 1, 1997.

   10.031997  Long Term Stock Incentive Plan, incorporated herein
        by   reference   to  File  No.  333-23307,   Registration
        Statement on Form S-4, filed March 14, 1997.

   10.04       Stock   Purchase   Agreement   between   Ridgewood
        Properties, Inc. and Triton Group Ltd., dated August  15,
        1994,  incorporated herein by reference to  File  No.  1-
        8138,  Interim Report on Form 8-K/A, filed  September  2,
        1994.

   10.05       Severance  Agreement  of  Russell  R.  MacDonnell,
        incorporated  herein by reference to File No.  333-23307,
        Registration  Statement  of Form  S-4,  filed  March  14,
        1997.

   10.06        Severance    Agreement   of   David    Heidecorn,
        incorporated  herein by reference to File No.  333-23307,
        Registration  Statement  of Form  S-4,  filed  March  14,
        1997.

   10.07       Severance   Agreement  of  Gregory  J.   Westhoff,
        incorporated  herein by reference to File No.  333-23307,
        Registration  Statement  of Form  S-4,  filed  March  14,
        1997.

   10.08      Management  Agreement with Triton Group Management,
        Inc.,  incorporated herein by reference to File No.  333-
        23307,  Registration Statement of Form S-4,  filed  March
        14, 1997.

   10.09      Stock Option and Conversion Agreement, incorporated
        herein  by  reference to File No. 333-23307, Registration
        Statement of Form S-4, filed March 14, 1997.

   10.10      Preferred Stock Purchase Agreement, dated  February
        2, 1998.

   10.11       Third   Amended  and  Restated   Term   Loan   and
        Acquisition  Credit Agreement, dated as  of  February  2,
        1998.

   10.12      Asset  Purchase  and Sale Agreement,  dated  as  of
        March  5,  1998, with Security Systems, Inc.,   James  W.
        Lees and Edward A. Silvey.

   21.1 Listing of Subsidiaries of Alarmguard Holdings, Inc.

     23.1     Consent of Ernst & Young LLP.

     27.1      Financial Data Schedules.

     (a)  Reports on Form 8-K.

        None.

                           SIGNATURES

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

                                        ALARMGUARD HOLDINGS, INC.


                                         By:  /s/ David Heidecorn
                                             Director, Executive Vice
                                             President and Chief
                                             Financial Officer

Date:  March 30, 1998

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

Signature                        Title                         Date

/s/  Russell  R.  MacDonnell     President, Chief Executive  March 30, 1998
Russell R. MacDonnell            Officer and Chairman of
                                 the Board

/s/   David   Heidecorn          Executive Vice President,   March 30, 1998
David Heidecorn                  Chief Financial Officer and
                                 Director

/s/  Stuart L. Bell              Director                     March 30,1998
Stuart L. Bell

/s/  Michael E. Cahr             Director                    March 30, 1998
Michael E. Cahr

/s/ Michael M. Earley            Director                    March 30, 1998
Michael M. Earley

/s/ Stephen L. Green             Director                    March 30, 1998
Stephen L. Green

/s/Thomas W. Janes               Director                    March  30, 1998
Thomas W. Janes

                 Report of Independent Auditors

The Board of Directors and Stockholders
Alarmguard Holdings, Inc.


We have audited the accompanying consolidated balance sheets of
Alarmguard Holdings, Inc. (formerly Security Systems Holdings
Inc.) as of December 31, 1996 and 1997, and the related
consolidated statements of operations, stockholders' deficiency
and cash flows for each of the three years in the period ended
December 31, 1997.  Our audits also included the financial
statement schedule listed in the Index at Item 14(a). These
financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements and financial
statement schedule based on our audits.

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

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



                                   /s/Ernst & Young LLP

Stamford, Connecticut
March 18, 1998


                    Alarmguard Holdings, Inc.

                   Consolidated Balance Sheets



                                                      December 31,
                                                     1996      1997
                                                     (In thousands)
Assets
Current assets:
Cash and cash equivalents                        $   230      $   698
Restricted cash                                        -        1,931
Accounts receivable, less allowance for doubtful
accounts of $298
 and $1,003, respectively                          3,791        5,558
Inventories                                        1,698        3,065
Prepaid expenses                                     332          343
Other current assets                                 250            -
Total current assets                               6,301       11,595

Property and equipment, net                        2,478        2,133

Customer installation costs, net of accumulated
amortization of $2,383                             7,531        8,868
   and $5,354, respectively
Customer contracts and intangibles, net of
accumulated amortization                          21,430       43,027
   of $15,854 and $22,217, respectively
Other investments                                      -        2,245
Other assets                                       1,391        1,982
Total assets                                     $39,131      $69,850

                    Alarmguard Holdings, Inc.

             Consolidated Balance Sheets (continued)

                                                     December 31,
                                                    1996       1997
                                                    (In thousands)
Liabilities and stockholders' deficiency
Current liabilities:
Accounts payable                                  $1,469   $ 2,659
Accrued expenses                                   1,390     5,675
Current portion of notes payable                     696     2,462
Current portion of credit facility                 4,169         -
Deferred revenue                                   4,621     6,231
Other current liabilities                          1,008     4,061
Total current liabilities                         13,353    21,088

Notes payable, less current portion                2,563       549
Credit facility                                   26,467    46,700
Subordinated debt                                  4,951     4,389
Other liabilities                                    422       321

Commitments and Contingencies - Note 15

Redeemable preferred stock, $100 par value;
Series A, 5% cumulative dividends, 50,000 shares
authorized, issued and outstanding at December
31, 1996                                           5,994        -
Redeemable preferred stock, $120 par value;
Series B, 5% cumulative dividends, 72,500 shares
authorized, issued and outstanding at December    10,279        -
31, 1996

Stockholders' deficiency:
Common stock, $1.00 par value; 256,500 shares
authorized 237,671
  shares (including 33,748 shares of Class B non-
voting shares) issued and outstanding
 at December 31, 1996                                237        -
Common stock, $0.0001 par value, 25,000,000 shares
authorized,
   5,593,396 shares issued and outstanding at
December 31, 1997, including 361,238 shares held
 in escrow pursuant to holdback provisions
 in acquisition agreements                             -         1
Additional paid in capital                            35    35,286
Accumulated deficit                              (25,135)  (38,484)
Notes receivable from officers                       (35)        -
Total stockholders' deficiency                   (24,898)   (3,197)
Total liabilities and stockholders' deficiency   $ 39,131 $ 69,850



See accompanying notes to consolidated financial statements.
                    Alarmguard Holdings, Inc.

              Consolidated Statements of Operations

              (In thousands, except per-share data)



                                          Years ended December 31,
                                          1995      1996      1997

Recurring revenue                       $12,072   $15,011   $21,540
Installation revenue                      6,885     7,613    10,470
Service revenue                           1,243     1,528     2,250
Total revenue                            20,200    24,152    34,260

Monitoring expense                        1,691     2,258     2,692
Installation expense                      4,196     4,685     7,543
Service expense                           2,387     2,837     4,176
Total cost of revenue                     8,274     9,780    14,411

Gross profit                             11,926    14,372    19,849

Sales and marketing expense               3,020     3,732     4,669
General and administrative expense        6,467     8,435    11,240
Acquisition integration expense               -         -       349
Amortization and depreciation expense     6,786     8,142    11,386
Total operating expenses                 16,273    20,309    27,644

Operating loss                           (4,347)   (5,937)   (7,795)

Other income (expense):
Interest expense, net                    (2,278)   (3,014)   (4,683)
Other, net                                  (22)      (37)      142
Loss before extraordinary items          (6,647)   (8,988)  (12,336)

Loss on refinancing of debt                  -         -       (813)
Net loss                                 (6,647)   (8,988)  (13,149)
Dividend requirement on preferred          (685)     (685)     (200)
stock
Loss applicable to common shares        $(7,332)  $(9,673) $(13,349)

Basic and diluted loss per share:
   Loss before extraordinary item                  $(3.12)   $(2.61)
   Loss on refinancing of debt                         -       (.17)
   Net loss                                        $(3.12)   $(2.78)

Weighted average number of basic and
diluted shares                                      2,877     4,726


See accompanying notes to consolidated financial statements.

                    Alarmguard Holdings, Inc.

       Consolidated Statements of Stockholders' Deficiency

      For the years ended December 31, 1995, 1996 and 1997

                                                        Notes
                                                      Receiva  Total
                              Common  Paid   Accumula   ble    Stockhol
                              Stock    in      ted     from     ders'
                                    Capital  Deficit  Officers Deficiency
                                              (In thousands)

Balance at January 1, 1995     $154     $18  $ (8,130)  $(34)   $(7,992)

Issuance of 49,753 shares of
common stock (including
20,249 shares of Class B
non-voting shares),
$1.00 par value                  49      11         -      -         60

Exercise of stock options         1       -         -     (1)         -

Preferred stock dividends         -       -      (685)     -       (685)

Net loss                          -       -    (6,647)     -     (6,647)

Balance at December 31, 1995    204      29   (15,462)   (35)   (15,264)

Issuance of 33,168 shares of
common stock (including
13,499 shares of Class B
non-voting shares),
$1.00 par value                  33       6        -       -         39

Preferred stock dividends         -       -      (685)     -       (685)

Net loss                          -       -    (8,988)     -     (8,988)

Balance at December 31, 1996    237      35   (25,135)   (35)   (24,898)

Conversion of redeemable
preferred stock                   -  16,273         -      -     16,273

Merger with Triton Group Ltd   (236) 15,166         -     35     14,965

Issuance of 567,890 shares of
common stock, $0.0001 par value,
issued in connection with
acquisitions, including
361,238 shares held in escrow     -   3,812         -      -     3,812

Preferred stock dividends         -      -       (200)     -      (200)

Net loss                          -      -    (13,149)     -   (13,149)

Balance at December 31, 1997     $1 $35,286  $(38,484)   $ -   $(3,197)

See accompanying notes to consolidated financial statements.
                    Alarmguard Holdings, Inc.

              Consolidated Statements of Cash Flows


                                           Years ended December 31,
                                           1995      1996      1997
                                                (In thousands)
Operating activities:
Net loss                                 $(6,647)  $(8,988)  $(13,149)
Adjustments to reconcile net loss to net
cash used in operating activities:
Loss on refinancing of debt                    -         -        813
Amortization and depreciation              6,786     8,142     11,386
Customer installation costs incurred      (3,445)   (5,812)    (4,098)
Changes in operating assets and
liabilities, net of effects
of acquisitions:
Accounts receivable                         (284)        7       (243)
Inventories                                 (377)     (444)      (998)
Prepaid expenses                              48        94        233
Other current assets                          (8)     (131)       371
Other assets                                (610)     (155)      (285)
Accounts payable                             149       (18)       319
Accrued expenses                            (736)      286       (995)
Deferred revenue                             235       307        294
Other current liabilities                    (36)     (326)       637
Other liabilities                            (76)       54          -
Net cash used in operating activities     (5,001)   (6,984)    (5,715)

Investing activities:
Acquisitions of businesses, net of cash
acquired                                  (2,229)   (1,221)    (6,477)
Increase in restricted cash                    -         -     (1,931)
Purchases of property and equipment         (650)     (402)      (429)
Cash distribution from Mission West            -         -      2,231
Net cash used in investing activities     (2,879)   (1,623)    (6,606)

Financing activities:
Proceeds from issuances of common stock       60        39          -
Proceeds from term loan                    7,400     8,100     48,100
Proceeds from issuance of subordinated
debt                                       2,970     1,981      4,600
Payments of notes payable                    (36)     (170)    (1,243)
Payments of term loan                     (1,357)   (1,907)   (32,036)
Payments of subordinated debt                  -         -     (4,950)
Financing fees paid                            -      (277)    (1,047)
Payments of capital leases                  (397)     (490)      (635)
Net cash provided by financing
activities                                 8,640     7,276     12,789

Increase (decrease) in cash and cash
equivalents                                  760    (1,331)       468
Cash and cash equivalents at beginning
of year                                      801     1,561        230
Cash and cash equivalents at end of year $ 1,561   $   230   $    698


See accompanying notes to consolidated financial statements.
                    Alarmguard Holdings, Inc.

           Notes to Consolidated Financial Statements

                        December 31, 1997



1. Basis of Presentation and Merger

     Alarmguard Holdings, Inc. ("Alarmguard" or the "Company") is
the  successor-in-interest  to Security  Systems  Holdings,  Inc.
("SSH")  and Triton Group Ltd. ("Triton"), following  the  merger
("Merger")  of SSH and Triton on April 15, 1997.  The Merger  was
pursuant  to  an Agreement and Plan of Merger dated December  23,
1996,  as amended March 6, 1997 (the "Merger Agreement")  by  and
among  SSH  and  Triton.   Alarmguard, through  its  wholly-owned
subsidiaries,  sells and installs burglar and fire alarm  systems
and   provides   monitoring  and  security  system   repair   and
maintenance services to homeowners and businesses, principally in
the  Northeast  and  Mid-Atlantic regions of the  United  States.
Management believes it operates in one industry segment.

      SSH was formed on December 4, 1991 to acquire and manage
companies in the security alarm installation and monitoring
business.  Triton was a diversified holding company whose shares
were traded on the American Stock Exchange ("AMEX") prior to the
Merger.  At the time of the Merger, Triton held approximately $15
million in cash and certain other investments.

      Pursuant to the Merger Agreement and in consideration of
the Merger, SSH's preferred and common stockholders received an
aggregate of 2,877,321 new shares of common stock of Triton,
representing approximately 57% of the common stock outstanding
upon consummation of the Merger and a one-for-ten reverse stock
split ("Reverse Stock Split") effected in connection with the
Merger.  Additionally, post-Merger, the combined Company was
renamed Alarmguard Holdings, Inc., the common shares of which are
listed for trading on the AMEX under the symbol "AGD".  As a
result of the Merger, Alarmguard's fiscal year end was changed to
December 31 and the Board of Directors of the Company was
reconstituted to include five representatives from SSH's Board of
Directors and two representatives from Triton's Board of
Directors.

      The Merger was accounted for as a "reverse acquisition"
such that Triton was designated the accounting acquiree and SSH
the accounting acquiror.  As such, the net assets of Triton
(principally cash of approximately $15 million plus certain other
investments) were recorded at fair value and the pre-Merger
financial statements of SSH became the historical financial
statements of Alarmguard.  The fair value of the net assets of
Triton was recorded as a direct credit to additional paid-in
capital.  The differences between the par values of Triton's
common stock and SSH's common stock was also recorded as an
adjustment to additional paid-in capital.

2. Summary of Significant Accounting Policies

Principles of Consolidation

      The consolidated financial statements include the accounts
of the Company and its subsidiaries (SSH, Alarmguard Inc. and
Protective Alarms of Canada, Inc.) which are all wholly-owned. All
intercompany accounts and transactions have been eliminated.

Cash and Cash Equivalents

     The  Company  considers financial instruments with  original
maturities  of three months or less from the date of purchase  to
be cash equivalents.

Use of Estimates

      The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual
results could differ from those estimates.

Accounts Receivable

      Accounts receivable consist primarily of amounts due from
customers in the Mid-Atlantic and Northeastern United States.
Credit is extended based on an evaluation of the customer's
financial condition; collateral is not required.  The Company
maintains an allowance for doubtful accounts at a level which
management believes is sufficient to cover potential losses.
During the years ended December 31, 1995, 1996 and 1997, the
Company recorded a provision for uncollectible accounts of $0.3,
$0.7 and $1.3 million, respectively.  The Company wrote off $0.3,
$0.5 and $0.9 million of accounts receivable as uncollectible
during the years ended December 31, 1995, 1996 and 1997,
respectively.  Additionally, in 1997, the Company increased its
provision by $0.3 million through purchase accounting as a result
of certain acquisitions consummated during the year.

Inventories

      Inventories consist principally of alarm components and
supplies. Inventories are stated at the lower of cost (first-in,
first-out method) or market.

Property and Equipment

      Property and equipment is stated at cost.  Costs of
maintenance and repairs are charged to expense when incurred and
costs of improvements are capitalized.  Depreciation is computed
using the straight-line method based on estimated useful lives of
the respective assets.

Customer Installation Costs

      Customer installation costs consist of materials, labor
and direct sales commissions incurred in connection with
installing and activating new subscriber accounts under the
Company's direct marketing and other leasing programs.
Amortization is provided on a straight-line basis over the term
of the initial monitoring/ equipment lease contract (5 years),
adjusted to reflect estimated subscriber attrition.  When an
installation is identified for disconnection, the remaining net
book value of the installation costs are fully written-off and
charged to amortization expense.

Intangible Assets

      Intangible assets, recorded at cost, represent the value
assigned to acquired customer contracts and covenants not-to-
compete.  Acquired customer contracts are being amortized over
their estimated useful lives (6 to 10 years) using the straight-
line method.  Covenants not-to-compete are being amortized over
the lives (5 years) of the respective agreements using the
straight-line method.  The cost in excess of fair value of the
net assets of companies acquired in purchase business
combinations (goodwill) is being amortized using the straight-
line method over its estimated useful life (20 years).  The
Company periodically reviews its intangible assets to assess
recoverability.  Assets in excess of associated expected cash
flows are considered impaired and accordingly, a charge to
operating results would be recognized.

Deferred Financing Costs

      Deferred financing costs, included in other assets,
consisting primarily of bank and legal fees and are being
amortized on a straight-line basis over the term of the
underlying debt instrument.  In conjunction with the refinancing
during 1997 (see Note 10), $813,000 of unamortized deferred financing
costs were written off as a loss on refinancing as an extraordinary
item.

Derivative Financial Instruments

     The Company enters into interest-rate swap agreements to
manage its exposure to the fluctuations of interest rates.  Each
interest-rate swap agreement is designated with all or a portion
of the principal balance and term of a specific debt obligation.
These agreements involve the exchange of amounts based on a fixed
interest rate for amounts based on variable interest rates over
the life of the agreement without an exchange of the notional
amount upon which the payments are based.  The differential to be
paid or received as interest rates change is accrued and
recognized as an adjustment of interest expense related to the
debt (the accrual accounting method).  The related amount payable
to or receivable from counterparties is included as an adjustment
to accrued interest expense.  The fair value of the swap
agreements and changes in the fair value as a result of changes
in market interest rates are not recognized in the financial
statements.

     Gains and losses on termination of interest-rate swap
agreements are deferred as an adjustment to the carrying amount
of the outstanding debt and amortized as an adjustment to
interest expense related to the debt over the remaining term of
the original contract life of the terminated swap agreement.  In
the event of the early extinguishment of a designated debt
obligation, any realized or unrealized gain or loss from the swap
would be recognized in income coincident with the extinguishment
gain or loss.


Revenue Recognition

      Revenue from installations relating to new subscriber
accounts generated under the Company's direct marketing program
is recognized at the time the installation is completed to the
extent that related direct selling costs are charged to expense.
Any excess installation revenue is deferred and amortized to
income over the initial term of the related noncancelable
monitoring/equipment lease contract (5 years), adjusted to
reflect estimated subscriber attrition.

      The Company recognizes revenue, together with related
costs, from traditional installation contracts and the sale of
additional equipment to existing customers when the installation
is completed.  Recurring fees are generally billed to customers
in advance of the period for which the services are to be
provided.  Deferred revenue is recorded when billed and is
recognized ratably over the period the service is performed.

     Monthly recurring revenue ("MRR") is recurring revenue that
the Company is entitled to receive under contracts in effect at
the end of such period.  MRR is a term commonly used in the
security alarm industry as a measure of the size of the company.
It does not measure profitability or performance, and does not
include any allowance for future subscriber attrition or for
uncollectible accounts receivable.

Advertising Costs

   Advertising   costs  are  generally  expensed   as   incurred.
   Amounts  charged to expense for advertising were approximately
   $414,000,  $623,000  and  $776,000 in  1995,  1996  and  1997,
   respectively.

Income Taxes

     Income   taxes  are  determined  under  the  provisions   of
Statement  of Financial Accounting Standards No. 109, "Accounting
for   Income  Taxes."   Deferred  taxes  result  from   temporary
differences in the recognition of revenues and expenses  for  tax
and financial reporting purposes.

Loss Per Share

     In  1997,  the  Financial Accounting Standards Board  (FASB)
issued  SFAS No. 128, "Earnings per Share," which was adopted  in
the  fourth  quarter  of 1997.  This new  rule  changes  the  way
earnings per share is calculated and requires restatement of  all
reported prior period amounts.  Under the new requirements, basic
earnings per share is calculated by dividing net earnings by  the
weighted  average number of common shares outstanding during  the
period.  The basic and diluted loss before extraordinary item per
share  and the basic and diluted net loss per share for the years
ended December 31, 1996 and 1997 give effect to the conversion of
all  common and preferred stock of SSH (the predecessor  company)
to  common stock of the Company, as if the conversion occurred on
January  1,  1996.  In the diluted calculations, the  net  shares
issuable pursuant to outstanding stock options and warrants  have
been  excluded  from  the denominator due to  their  antidilutive
effect.


Fair Value of Financial Instruments

      Cash, accounts receivable, accounts payable, and accrued
expenses are carried at cost, which approximates fair value, due
to the short-term nature of these accounts.    At December 31,
1997, the fair value of the Company's long-term debt approximates
its carrying value as the interest rate, taking into account the
interest rate swap, approximates the rate the Company would have
to pay for similar debt at such date.  The fair value of interest
rate instruments are the estimated amounts that the Company would
receive or pay to terminate the agreements at the reporting date,
taking into account current interest rates and the current credit
worthiness of the counterparties.  At December 31, 1997, the
Company estimates it would have paid approximately $220,000 to
terminate the swap agreement.

Stock Based Compensation

      The Company generally grants stock options for a fixed
number of shares to employees with an exercise price equal to the
fair value on the date of grant.  The Company has elected to
continue to account for stock option grants in accordance with
APB Opinion No. 25, "Accounting for Stock Issued to Employees"
and, accordingly, recognizes no compensation expense for stock
option grants.

New Accounting Pronouncements

     During  1997,  the  FASB  issued SFAS  No.  130,  "Reporting
Comprehensive  Income"  and  SFAS  No.  131,  "Disclosure   about
Segments of an Enterprise and Related Information."  SFAS No. 130
is effective for the first quarter of 1998, while SFAS No. 131 is
effective  for  year end financial reporting in 1998  and  on  an
interim  basis thereafter.  Both of these pronouncements  require
additional disclosure and the Company expects no material  impact
upon adoption.



Reclassifications

      Certain amounts from the prior years have been
reclassified to conform with the current year's financial
statement presentation.


3. Acquisitions

      During 1995, the Company acquired certain operating assets
of seven companies in the security alarm installation and
monitoring business for $2.2 million in cash and $534,000 in
notes.  In the aggregate, the acquisitions added approximately
$95,000 of MRR and 3,800 customers.  The acquisitions were
accounted for under the purchase method of accounting and,
accordingly, the purchase price has been allocated to the assets
acquired and liabilities assumed based on their estimated fair
values at the respective dates of acquisition. In connection with
the acquisitions, the Company received current assets of $67,000,
property and equipment of $90,000, customer contracts of $2.5
million, intangibles and other assets of  $1.8 million and
assumed current liabilities of  $1.6 million.

      During 1996, the Company acquired certain operating assets
of four companies in the security alarm installation and
monitoring business for $1.2 million in cash and $1.2 million in
notes. In the aggregate, the acquisitions added approximately
$80,000 of MRR and 3,800 customers.  The acquisitions were
accounted for under the purchase method of accounting and,
accordingly, the purchase price has been allocated to the assets
acquired and liabilities assumed based on their estimated fair
values at the respective dates of acquisition.  In connection
with the acquisitions, the Company received current assets of
$112,000, customer contracts of $1.9 million, intangibles and
other assets of $1.1 million and assumed current liabilities of
$651,000.

      On May 1, 1997, Alarmguard purchased all of the issued and
outstanding shares of capital stock of Protective Alarms, Inc.,
("Protective Alarms"), a company with approximately 9,000
subscribers and MRR of approximately $0.5 million, for a total
purchase price of approximately $19.7 million, including $17.1
million paid at closing.  As of December 31, 1997, Alarmguard
owed $2.6 million of the purchase price to the sellers of
Protective Alarms, of which approximately $1.9 million was
secured by a cash collateralized letter of credit which was
included in the purchase price and is classified as restricted
cash in the consolidated balance sheet at December 31, 1997.  The
acquisition was accounted for under the purchase method of
accounting and, accordingly, the purchase price was allocated to
the assets acquired and liabilities assumed based on their
estimated fair values at the date of acquisition.  Protective
Alarms was a security alarm system company doing business
primarily in Connecticut and Westchester County, New York, that
provided security equipment and monitoring services to homeowners
and businesses.  In addition, Protective Alarms engaged in
national account sales under the name "Pro National".  In
connection with this acquisition, the Company received current
assets of $1.7 million, property and equipment of $208,000,
customer contracts of $16.0 million, other intangibles of $5.0
million and assumed current liabilities of $3.2 million.

      During 1997, Alarmguard also acquired certain operating
assets of five companies in the security alarm installation and
monitoring business for an aggregate of $2.0 million in cash and
up to 568,000 shares of Alarmguard common stock (361,000 of which
are currently held in escrow pursuant to holdback provisions in
the contracts) valued for the purposes of the acquisitions at
$3.8 million.  The acquisitions added approximately $200,000 of
MRR and 3,400 customers.  The acquisitions were accounted for
under the purchase method of accounting and, accordingly, the
purchase price has been allocated to the assets acquired and
liabilities assumed based on their estimated fair values at the
respective dates of acquisition.  In connection with the
acquisitions, Alarmguard received customer contracts of $6.6
million, other assets of $1.0 million and assumed current
liabilities of $1.8 million.

      Accrued expenses at December 31, 1997 include $1.3 million
of estimated costs expected to be incurred relating to the
integration of all of the 1997 acquisitions.  The results of
operations of the acquired companies have been included in the
consolidated statements of operations from the respective dates
of acquisition.

      The following unaudited proforma information shows the
results of the Company's operations as though the 1995
acquisitions had been made as of January 1, 1995, the 1996
acquisitions had been made as of January 1, 1995 and 1996 and the
1997 acquisitions had been made as of January 1, 1996 and 1997:

                                         Years ended December 31,
                                         1995      1996       1997
                                         (In thousands, except per
                                                share data)

Pro forma revenue                       $23,105   $35,232   $38,065
Pro forma loss before extraordinary
item                                    $(6,612) $(14,497) $(15,145)
Pro forma net loss                      $(6,612) $(14,497) $(15,958)

Pro forma basic and diluted per share:
Loss before extraordinary item                     $(2.59)   $(2.71)
Net loss                                            (2.59)    (2.85)

 Shares used in computations                        5,593     5,593

     The 5,593,000 shares of Common Stock reflect the 1 for 10
reverse stock split at the time of the Merger and 568,000 shares
issued in connection with two acquisitions in 1997.

      The pro forma results are not necessarily indicative of
the actual results of operations that would have been obtained
had the acquisitions taken place at the beginning of the
respective periods or the results that may occur in the future
and do not give effect to cost savings which are expected to
occur as a result of the consolidation of the acquired companies.

4. Property and Equipment

      Property and equipment consists of the following:

                                      Estimated      December 31,
                                       Useful      1996       1997
                                        Life
                                                   (In thousands)

Leasehold improvements                 5 to 10     $    876   $  1,044
                                     (lease terms)
Furniture, fixtures and equipment      3 to7 years    6,027      6,683
Less accumulated depreciation                        (4,425)    (5,594)
                                                    $ 2,478     $2,133


      Equipment additions of $264,000 and $395,000 were financed
through capital leases or notes payable during 1996 and 1997,
respectively. The related accumulated depreciation on total
financed assets is $1,476,000 and $1,910,000 as of December 31,
1996 and 1997, respectively.


5.  Customer Installation Costs

     During  the  years ended December 31, 1995, 1996  and  1997,
Alarmguard incurred approximately $3.4 million, $5.8 million  and
$4.1   million,  respectively,  in  customer  installation  costs
primarily  attributable to the operations of its direct marketing
program.  Alarmguard added approximately 5,000, 10,000 and  7,000
customers,  respectively,  through  this  program  during   these
periods.

6.  Customer Contracts and Intangibles

      Customer contracts and intangibles (at cost) consist of
the following:

                                            December 31,
                                          1996        1997
                                           (in thousands)

  Acquired customer contracts          $27,520      $49,807
  Covenants not to compete               7,271       12,944
  Goodwill                               2,493        2,493
                                        37,284       65,244
  Less accumulated amortization        (15,854)     (22,217)
                                       $21,430      $43,027



7.  Other Investments

      Other investments at December 31, 1997 are  comprised of
certain assets held by Triton at the time of the Merger, which
are in the process of being liquidated (in thousands):

  Ridgewood Hotels, Inc., Series A                     $2,009
  Preferred Stock
  Other                                                   236
                                                       $2,245


      Alarmguard owns 450,000 shares of Series A Preferred Stock
of Ridgewood Hotels, Inc. ("Ridgewood") with a face value of $3.6
million.  Alarmguard currently receives a 10% quarterly dividend
of $90,000 on this investment and the preferred stock is
redeemable at any time by Ridgewood at its face value plus
accrued dividends.  The preferred stock is convertible by
Alarmguard at any time into 1,350,000 Ridgewood common shares,
which would represent approximately 47% of the Ridgewood common
shares then outstanding, or 40% fully diluted.  Alarmguard
accounts for the Ridgewood investment using the cost method of
accounting.  Alarmguard management estimates the fair value of
this investment to be approximately $2.5 million at December 31,
1997, determined using a discounted cash flow analysis.

      Prior to September 1997, Alarmguard owned approximately
44% of Mission West Properties ("Mission West") , a real estate
company listed on the AMEX under the symbol "MSW".  On August 5,
1997, the Mission West shareholders approved the sale of 6
million shares of newly issued common stock at $0.15 per share,
to a group of private investors, which transaction closed on
September 2, 1997, resulting in a decrease in the Company's
ownership level to approximately 9%.  Additionally, Mission West
made a $3.30 per share cash distribution on October 21, 1997.
Alarmguard's share of the distribution amounted to approximately
$2.2 million.  The $0.9 million difference between the carrying
amount at that time (approximately $1.3 million) and the
distribution amount was recorded as a direct credit to additional
paid-in capital as an adjustment of the purchase accounting value
established for this investment at the time of the Merger.  Prior
to the sale of the new shares by Mission West, Alarmguard
accounted for this investment using the equity method of
accounting.  Subsequent to such time, the cost method was
adopted.

8. Notes Payable
                                                    December 31,
                                                   1996      1997
                                                    (in thousands)
Various notes, each collateralized by a vehicle
(aggregate net book
    value of approximately $178,000 and $153,000
at December 31, 1996                             $   330   $   293
    and 1997, respectively), with interest rates
varying from 5.9% to 12%
    and final payment dates ranging from January
1998 to December 2000

Various notes issued primarily in connection
with acquisitions made in
   1995, 1996 and 1997. The notes bear interest
at rates varying from  5.86% to 10%
per annum with maturities
ranging from January 1997 to February 2004        2,929     2,718

Total notes payable                               3,259     3,011

Less current portion                                696     2,462

Long term portion                                $2,563    $  549


      On March 5, 1997, certain notes with an aggregate
principal amount of approximately $1.6 million due in 1997 were
extended to March 31, 1998 and were subsequently paid in the
first quarter of 1998.

      Maturities of notes payable subsequent to December 31,
1997 are as follows: $2.5 million in 1998, $421,000 in 1999,
$124,000 in 2000  and $4,000 in 2001.

      During the years ended December 31, 1995, 1996 and 1997
the company paid interest aggregating  $71,000, $166,000 and
$186,000, respectively, in connection with these notes.


9. Subordinated Debt

      On November 17, 1995, the Company entered into an
agreement with various existing stockholders at that time and a
third party.  The agreement called for the sale of 41,254 shares
of common stock of SSH at $1.20 a share, and the issuance of $4.9
million of subordinated debt, bearing interest at 8%.  The stock
and debt were offered in tandem with each share of stock
purchased requiring a loan of $120 to the Company. At the closing
of the transaction, the purchasers had acquired stock and debt of
24,753 shares and $3 million, respectively, representing 60% of
the total amount offered by the Company.  On April 16, 1996 and
May 1, 1996, the purchasers acquired, in the aggregate, stock and
debt of 16,501 shares and $2 million, respectively, representing
the remaining 40% of the agreement.  The debt is subordinated to
certain senior obligations of the Company and was originally
payable in four equal installments commencing on September 30,
1996, with final payment to be on June 30, 1997.  On March 1,
1996, the principal repayment schedule was renegotiated such
that, 75% of the principal balance was due on March 31, 1997, the
remaining 25% was due on June 30, 1997 and the interest rate was
to increase to 10% on October 1, 1996.  On March 5, 1997, the
Agreement was further amended such that all principal was to be
due on March 31, 1998.

      In connection with the Merger, Alarmguard refinanced the
subordinated debt with $4.6 million of newly issued subordinated
debt, of which $200,000 is held by certain Executive Officers of
the Company, bearing interest at 15%.  In addition, Alarmguard
issued warrants to purchase 215,939 shares of Alarmguard Common
Stock at an exercise price of $11.11 per share.  The estimated
fair value of these warrants has been accounted for as a discount
to the new subordinated debt and is being amortized over the two
year life of the underlying debt instrument.

      During the years ended December 31, 1996 and 1997, the
Company made interest payments of $310,000 and $716,000,
respectively, in connection with this debt. No interest payments
were made during 1995.


10. Credit Facility

      On April 15, 1997, concurrent with the Merger, Alarmguard,
Inc., (the "Borrower"), a wholly owned subsidiary of the Company,
entered into the Second Amended and Restated Term Loan and
Acquisition Credit Agreement (the "Credit Facility") which
refinanced all the existing senior secured indebtedness of the
Borrower.  The Credit Facility provides for a two year, $60
million non-amortizing revolving loan which converts to a five
year amortizing term loan on April 30, 1999.  Borrowings under
the Credit Facility are secured by substantially all of the
properties and assets of the Borrower including accounts
receivable, inventory, leasehold interests, customer contracts
and the capital stock of all of the subsidiaries of the Company.
Interest on the Credit Facility accrues and is payable monthly in
arrears at the option of the Borrower at either prime plus 1 1/2%
or LIBOR plus 3% (approximately 8.6875% at December 31, 1997).
On December 31, 1997, outstanding borrowings under the Credit
Facility were $46.7 million.  During 1997, the Company recognized
an extraordinary loss of $813,000 resulting from the write-off of
unamortized financing costs from the former credit agreement and
subordinated debt.

      The Credit Facility replaced a combined credit facility of
approximately $31.4 million, which included a term loan
component, an acquisition loan component and a component to fund
the Borrower's direct marketing program.  Total borrowings under
this prior credit facility amounted to $30.6 million at December
31, 1996.

      The Credit Facility contains covenants which, among other
matters; i) limit indebtedness, ii) limit capital expenditures,
iii) require the Borrower to satisfy certain financial ratios
and, iv) limit the declaration of dividends by the Borrower.  As
of December 31, 1996, the restricted net assets of the Borrower
were $1.1 million.  As of December 31, 1997, the Borrower's
liabilities exceeded its assets by $10.2 million.

      On January 15, 1997, subject to the execution of a bridge
loan with Triton, the Borrower amended its prior credit facility
to provide for  $1.5 million of additional borrowings.  In
addition, the principal repayment schedules were adjusted whereby
the January and February 1997 principal payments were deferred
and were paid in conjunction with the execution of the Credit
Facility on April 15, 1997.

      On August 22, 1997, the Borrower entered into an amendment
to the Credit Facility which allowed the Borrower to increase its
borrowing availability by $2.1 million in anticipation of the
Mission West cash distribution of $2.2 million.  The amendment
terminated upon receipt of the cash distribution from Mission
West on October 21, 1997.

      On October 29, 1997, the Borrower entered into a three-
year interest rate swap agreement with the Agent of its Credit
Facility.  The agreement fixed the interest rate on $40.0 million
of the Borrower's floating rate debt at a rate of  6.09% plus the
applicable interest rate margin of 300 basis points as of
December 31, 1997, effectively 9.09%.  In February 1998, the
margin was reduced to 275 basis points and the cost on such debt
was reduced to 8.84%.

      The amounts to be repaid under the Credit Facility for the
five years ended December 31 are as follows (in thousands):
                  1998            $ -
                  1999            5,254
                  2000            8,756
                  2001            9,340
                  2002            9,340
                 Thereafter      14,010
                                $46,700

      During the years ended December 31, 1995, 1996 and 1997,
the Company paid interest aggregating $2.0 million, $2.4 million
and $3.0 million, respectively, in connection with the Credit
Facility and various other credit facilities.

11. Redeemable Preferred Stock

      Prior to April 15, 1997, dividends on the redeemable
preferred stock were cumulative, accrued 5% annually
(noncompounded) and were payable upon liquidation, redemption or
a public offering.  Liquidation preferences included the cost of
the preferred stock plus accrued but unpaid dividends at the
redemption date.  As of December 31, 1996, accrued but unpaid
dividends aggregated $2.7 million.  Such amounts are included in
their respective redeemable preferred stock accounts in the
consolidated balance sheet at December 31, 1996.  In connection
with the Merger, the redeemable preferred stock was exchanged for
2,002,685 shares of Common Stock, $0.0001 par value, of the
Company.

12. Stockholders' Deficiency

Stock Options: In connection with the Merger, the Company adopted
the 1997 Long Term Stock Incentive Plan (the "Option Plan").  The
Option Plan provides for the issuance of stock options to
directors, officers and other key employees of the Company to
purchase the greater of  770,000 shares of common stock or 10% of
the total number of shares of common stock of the Company (on a
fully diluted basis assuming the conversion of all warrants and
other convertible securities).  In April 1997, 369,000 options
were issued pursuant to the Option Plan.

     A summary of stock option activity for the three years ended
December 31, 1997 is as follows:

                                         Number of      Option
                                                        Price
                                          Shares      Per Share

Outstanding at January 1, 1995               26,498         $.27
Granted in 1995                              23,185          .33
Exercised in 1995                            (3,680)         .27
Outstanding at December 31, 1995
and 1996                                     46,003    .27 - .33
Granted in 1997                             369,000         7.50
Exercised in 1997                             (920)      .27-.33
Outstanding at December 31, 1997            414,083   $.27-$7.50
Exercisable at December 31, 1997             28,337   $.27- $.33
Available for grant at December 31, 1997    401,000

     During 1996, no stock options were either granted or
exercised.

     The  table  below  summarizes information  about  the  stock
options outstanding as of December 31, 1997:

                                                              Options
                                                            Exercisable
                                    Weighted-   Weighted           Weighted
              Range                 Average     Average    Number  Average
               of      Number       Remaining   Exercise   Exercis Exercise
Description   Exercise Outstanding  Contractual Price      able     Price
              Price                 Life
1995 and
prior options  $.27 -     45,083     7.0 years     $.30    28,337   $.30
               $.33
1997 Options  $7.50      369,000     9.5 years    $7.50        -       -



     The  Company  has elected to continue to use  the  intrinsic
value  based  method in accordance with APB No. 25.  Accordingly,
no compensation cost has been recorded.  Had the fair value based
method  been adopted consistent with the provisions of SFAS  123,
the  Company's pro forma net loss and pro forma basic and diluted
net  loss  per common share for the year ended December 31,  1997
would have increased by $202,000 and $.04, respectively.

     For the purposes of this  pro forma calculation, the fair
value of each option grant was estimated on the date of grant
using the Black-Scholes option pricing model with the following
weighted average assumptions:  risk-free interest rate of 5.0%;
expected life of options of 4 years; an expected stock price
volatility of 45.0% and dividend yield of zero.

Warrants to Purchase Common Stock:  The Company has various
warrants outstanding which enable the warrant holders to purchase
common stock of the Company.  In December, 1995, the Company
issued a warrant to a financial advisor to purchase 50,000 shares
of common stock of the Company at $5.00 per share, the quoted
market value at the date of the issuance.  The warrant expires in
December 2000.  The Company determined that the value of these
warrants at the date of issuance was not material.

      The Company also has 77,303 warrants outstanding which
were issued in June 1993.  Each warrant enables the holder to
purchase 1.84 shares of common stock of the Company at a price of
$20.40 (effectively $11.09 per share of common stock).  The
warrants expire in June 1998.

      In April 1997, the Company issued 215,939 warrants to
purchase the same number of shares of common stock of the Company
at $11.11 per share.  The warrants were issued to certain holders
of subordinated debt in connection with the refinancing  of the
terms of such debt (see Note 9).

Other Equity Items:  In connection with the issuance of the
subordinated debt (see Note 9) during 1995, the Company issued
24,753 shares of SSH common stock, $1.00 par value, for total
proceeds of $30,000.  During 1996, in connection with the
issuance of the remaining portion of the subordinated debt, the
Company issued 16,501 shares of SSH common stock, $1.00 par
value, for total proceeds of $20,000. In addition, the purchasers
received 25,000 and 16,667 shares of SSH common stock in 1995 and
1996, respectively, (valued at $1.20 a share) as a fee for their
participation in the transaction, which amount has been treated
as a deferred financing fee.  In connection with the Refinancing
and Merger, this asset was written off and included
in the extraordinary loss (See Note 1).

13. Employee Savings Plan

      The Company established a voluntary 401(k) Savings Plan
("the Plan") effective January 1, 1994. Employees working a
minimum of 20 hours per week who are 21 years of age with one
year of service are eligible to participate in the Plan. The
Company matches 25% of the first 6% of each employee's
contributions. Contributions to the Plan are invested in a wide
range of traditional 401(k) investment funds, as well as the
common stock of the Company, as directed solely by the
participants. The Company's contributions to the Plan were
approximately $41,000, $55,000 and $90,000 for the years ended
December 31, 1995, 1996 and 1997, respectively.

14. Income Taxes

      Net deferred tax assets of approximately $8.6 million and
$27.9 million at December 31, 1996 and 1997, respectively, have
been offset in full by valuation allowances as the Company has
continually generated net losses from its inception and is
expected to continue to do so in the near future.

      Differences between the tax basis of assets and
liabilities and their financial reporting amounts that give rise
to significant portions of deferred income taxes are as follows:

                                                    December 31,
                                                   1996      1997
Deferred tax assets (liabilities):
Net operating losses                              $ 7,133   $30,683
Intangible assets                                     880    (4,241)
Property and equipment                                267       853
Other                                                 311       626
                                                    8,591    27,921
Valuation allowances                               (8,591)  (27,921)
Net deferred tax assets                          $      -  $      -


      The Company has net operating loss carryforwards, subject
to certain limitations, for federal income tax purposes of
approximately $17 million and $73 million at December 31, 1996
and 1997, respectively, which expire from 2006 to 2012.  In
connection with the Triton Merger, the Company acquired
approximately $48 million of net operating losses.  Utilization
of the net operating losses are subject to a substantial annual
limitation due to the ownership change provisions of Internal
Revenue Code Section 382. The valuation allowances have been
established until it is more likely than not that the deferred
tax assets will be realized.

15. Commitments and Contingencies

      In connection with various acquisitions, the Company
assumed noncancelable operating leases for the operating
facilities of the acquired companies, as well as various
operating and capital leases for office and central station
equipment and agreements for wholesale monitoring services.


        At December 31, 1997, the minimum annual rental payments
under all of these lease agreements (including approximately
$300,000 per annum payable to a corporation whose principal
stockholder is the Chief Executive Officer of the Company on
terms no less favorable than are available from an unaffiliated
third party) are as follows:

                                   Capital     Operatin
                                   Leases         g
                                                Leases
                                               (in thousands)

    1998                              $418         $850
    1999                               241          783
    2000                               103          719
    2001                                 -         6616
    2002                                 -          463
    Thereafter                           -          835
                                      $762       $4,266
Less interest portion                   73
Present value of net minimum rentals  $689

      Rent expense was $608,000, $710,000 and $820,000 for the
years ended December 31, 1995, 1996 and 1997, respectively.

      In conjunction with an acquisition, the Company entered
into an employment agreement with the former owner. Under the
agreement, the employee is entitled to a minimum annual salary of
$150,000 for a term of six years expiring September 10, 1998.
Additionally, the redeemable common stock issued to the former
owner was converted to a promissory note with a face value of
$1.25 million due September 29, 1997.   In March 1997, the due
date of this note was extended to March 1998.  The note was
repaid in full in February 1998.

      The Company has entered into severance agreements with
three key executives which provide for termination benefits under
certain circumstances, including a termination without cause or
the termination or resignation in connection with a change in
control of the Company.  The termination benefits include one-
year's annual salary, an amount representing the average annual
bonus amount paid over the last three years and the continuation
of certain health and welfare plan benefits for up to one year.
In 1997, the annual salaries of the three executives amounted to
$625,000.  In addition, on March 10, 1998, the Board of Directors
approved a one year severance agreement for four other executives
based on certain other conditions.  In 1997, the annual salaries
of the four executives amounted to $354,000.

     In May 1995, a stockholder of Ridgewood Hotels, Inc.
commenced a derivative and class action lawsuit in Delaware
Chancery Court against Ridgewood, its directors and Triton
(Alarmguard's predecessor) entitled Strassburger v. Early, et al.
(C.A. No. 14267).  The lawsuit concerns a transaction entered
into in August 1994 in which Ridgewood purchased from Triton all
of the Ridgewood common stock owned by Triton (which consisted of
approximately 75% of Ridgewood's then outstanding common stock)
for $8 million in cash and newly issued Ridgewood preferred stock
with a face value of $3.6 million.  The complaint alleges that
such transaction constituted a corporate waste and a breach by
Triton of its alleged duties of loyalty and good faith as a
majority stockholder to Ridgewood's other stockholders.  The
complaint seeks a rescission of the transaction and other
unspecified monetary relief.  The class action lawsuit was
dismissed in March 1998.  Alarmguard intends to defend vigorously
against the remaining lawsuit.  It is the opinion of Alarmguard's
management that the ultimate resolution of such litigation will
not have a material adverse effect on Alarmguard's financial
position, results of operations or cash flows.


      The Company experiences routine litigation in the normal
course of its business.  Management does not believe that any
pending or threatened litigation will have a material adverse
effect on the financial condition, results of operations or cash
flows of the Company.

     In the past, Triton, through certain divisions and wholly-
owned subsidiaries, owned and operated businesses that conducted
operations that included the use, generation and disposal of
hazardous waste and hazardous substances.  Certain potential
environmental liabilities exist associated with these former
operations, including potential contamination at, or migrating
from, certain properties historically owned or operated by these
former divisions and subsidiaries.  The Company also has limited
contractual indemnification obligations relating to certain of
these matters.  With respect to these potential environmental
liabilities, management believes that most of these liabilities
were discharged in Triton's 1993 bankruptcy proceedings or, if a
matter were to circumvent the bankruptcy discharge, would be
covered by insurance.  Historically, these environmental matters
have not had a material adverse effect on the Company's financial
condition and, although there can be no assurance, management
does not expect such matters to have a material  adverse effect
on the Company's financial condition, results of operations or
cash flows in the future.

16. Licensing Agreements

      On August 7, 1995, the Company entered into regional and
national licensing agreements ("the SNET Agreements") with
Southern New England Telephone ("SNET") for the exclusive right
to market security systems and monitoring services utilizing the
SNET, Bell Equipment Security Systems and Southern New England
Bell ("Bell") tradenames and trademarks.  The Company was
required to pay a monthly royalty based on a percentage of the
total net MRR generated under the SNET and Bell tradenames and
trademarks.  In addition, annual minimum royalty payments were
paid to SNET on a per region basis, as defined, to maintain the
exclusivity of the SNET Agreements.  In 1995, royalties incurred
were insignificant. During 1996, royalties incurred pursuant to
these Agreements were approximately $180,000.  The Company
terminated the SNET regional licensing agreement as of January
31, 1997 and settled all outstanding matters with SNET for
$90,000.

17. Subsequent Events

      On February 3, 1998, the Company completed an offering of
40,000 shares of Cumulative Convertible Preferred Stock (Series A
Preferred of 35,000 shares and Series B Preferred of 5,000
shares) at $1,000 per share yielding gross proceeds totaling $40
million.  The Company issued 700 additional shares of the Series
A Preferred in exchange for $.7 million of the Company's
subordinated debt. Net proceeds of the offering, after the
payment of investment banking fees and legal expenses, amounted
to approximately $38.2 million. The Series A Preferred Stock pays
quarterly dividends at 5% per annum.  Under the terms of the
securities, each holder of the Series A and Series B Preferred
Stock has the right to convert its shares, at the option of the
holder, at any time, into shares of the Company's common stock at
the conversion price of $8.25 per share and $7.75 per share,
respectively, subject to certain anti-dilution provisions.  The
holders of the newly issued preferred stock will elect two
members to the Company's Board of Directors.  Concurrent with the
offering, the Company increased its Credit Facility from $60
million to $90 million with an expanded lending group.  The net
proceeds from the offering and the additional credit facility are
intended to finance acquisitions and expand the Company's dealer
and direct marketing programs.

      On February 5, 1998, the Company completed the acquisition
of Detect, Inc., headquartered in Danbury, Connecticut, for cash
consideration of approximately $10.4 million, including a one-
year holdback subject to certain revenue guarantees.  The
acquisition added over 7,200 accounts and MRR of approximately
$210,000 to the Company's subscriber base.

      On March 17, 1998, Alarmguard completed the acquisition of
Sentry Protective Systems, headquartered in Malden,
Massachusetts, with an office in Portland, Maine.  Sentry has
approximately 26,000 subscribers and MRR of approximately $.6
million.  The purchase price for the company was approximately
$26.5 million and is subject to certain agreed upon post-closing
adjustments based on a subsequent performance review of the
acquired subscriber base.
         SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF
         ALARMGUARD HOLDINGS, INC. (PARENT COMPANY) AND
      SECURITY SYSTEMS HOLDINGS, INC. (PREDECESSOR COMPANY)

                    Condensed Balance Sheets
                         (In Thousands)


                                        Predecessor     Alarmguard
                                         Company        Holdings, Inc.
                                         December 31,   December 31,
                                             1996            1997

Assets
Current assets:
  Cash and cash equivalents                 $ 147       $     ---
  Accounts receivable                       1,348             ---
  Other current assets                        907             100
Total current assets                        2,402             100

Property and equipment, net                   818             110
Customer installation costs, net            6,728             ---
Other investments                             ---           2,245
Other assets (principally investment
in and amounts due from wholly-owned        1,707          67,395
subsidiaries)
Total assets                             $ 11,655        $ 69,850

Liabilities and stockholder's deficiency
Current liabilities:
  Due to affiliate                       $ 11,945         $70,259
  Other current liabilities                 2,009           2,256
Total current liabilities                  13,954          72,515

Subordinated debt                           4,951             ---
Other liabilities                           1,375             532

Redeemable preferred stock, series A        5,994             ---
Redeemable preferred stock, series B       10,279             ---

Stockholders' deficiency:
  Other stockholders' equity                  237          35,287
  Accumulated deficit                     (25,135)        (38,484)
Total stockholders' deficiency            (24,898)         (3,197)
Total liabilities and stockholders'
deficiency                               $ 11,655         $69,850


See accompanying notes to condensed financial information.

         SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF
         ALARMGUARD HOLDINGS, INC. (PARENT COMPANY) AND
      SECURITY SYSTEMS HOLDINGS, INC. (PREDECESSOR COMPANY)

               Condensed Statements of Operations
      For the years ended December 31, 1995, 1996 and 1997



                                               Alarmguard
                                                Holdings,
                         Predecessor            Inc. and
                           Company             Predecessor
                                                 Company
                                                Combined
                                                 Years ended
                 Years ended December 31,     December 31, 1997
                      1995         1996

Revenues              $  1,249     $  3,376             $ -
Cost of sales             (190)      (1,584)              -
Selling, general and    (3,390)      (5,664)           (618)
administrative expense
Amortization and
depreciation expense      (672)      (2,007)            (76)
Interest expense           (85)        (536)           (220)
Other income (expense)     724         (573)            (11)
Share of subsidiaries
loss                    (4,283)      (2,000)        (12,224)
Net loss                (6,647)      (8,998)        (13,149)
Dividend requirement on
preferred stock           (685)        (685)           (200)
Loss applicable to common
shares                 $(7,332)     $(9,673)       $(13,349)



See accompanying notes to condensed financial information.




         SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF
         ALARMGUARD HOLDINGS, INC. (PARENT COMPANY) AND
      SECURITY SYSTEMS HOLDINGS, INC. (PREDECESSOR COMPANY)

               Condensed Statements of Cash Flows
      For the years ended December 31, 1995, 1996 and 1997
                         (In Thousands)


                                              Alarmguard
                                               Holdings,
                         Predecessor           Inc. and
                           Company            Predecessor
                                                Company
                                               Combined
                    Years ended December 31,    Year ended
                                              December 31, 1997
                          1995         1996

Cash used in operating   $(1,259)     $(2,569)        $(415)
activities

Investing activities:
Capital contributed to
subsidiaries                 ---       (1,577)       (1,574)
Acquisition of business,
net of cash acquired        (205)         ---           ---
Purchases of property and
equipment                   (333)        (153)         (132)
Net cash used in investing
activities                  (538)      (1,730)       (1,706)

Financing activities:
Proceeds from sales of
other investments            ---          ---         2,099
Proceeds from issuance of
common stock                  60           39           ---
Proceeds from issuance of
subordinated debt          2,970        1,981           ---
Proceeds from issuance of
notes payable                ---        1,235           ---
Financing fees paid         (230)         (25)          ---
Other financing activities  (177)        (239)         (125)
Net cash provided by
financing activities       2,623        2,991         1,974

Increase (decrease) in
cash anc cash equivalents    826      (1,308)         (147)
Cash and cash equivalents
at beginning of period       629        1,455           147
Cash and cash equivalents
at end of period         $ 1,455     $    147          $---


See accompanying notes to condensed financial information.


          SCHEDULE I-CONDENSED FINANCIAL INFORMATION OF
         ALARMGUARD HOLDINGS, INC. (PARENT COMPANY) AND
      SECURITY SYSTEMS HOLDINGS, INC. (PREDECESSOR COMPANY)

             Notes to Condensed Financial Statements
                        December 31, 1997

NOTE A--BASIS OF PRESENTATION

     Alarmguard  Holdings, Inc. (the "Company") is  the  successor-in-
interest  to  Security Systems Holdings, Inc.  (the  "Predecessor
Company")  and Triton Group Ltd ("Triton"), following the merger
of SSH and Triton  on April  15, 1997.  The condensed balance sheet
 as of December  31, 1996  and  the condensed statements of
operations and cash  flows for the years ended December 31, 1995 and
1996 are the historical information of the Predecessor Company.
The condensed  balance sheet  as  of December 31, 1997 is the historical
information  of the  Company.   The  condensed statement of operations
and cash flows for  the  year  ended December 31,1997  are  the  combined
historical information of the Predecessor Company for the  period
from  January 1, 1997 to April 15, 1997 (the date of the  Merger),
and  the  Company for the period from April 16, 1997 to  December
31, 1997.

     In  the  parent company only financial statements, the  Company's
investment  in subsidiaries is stated at cost plus its  share  of
the  undistributed  earnings/losses  of  subsidiaries  since  the
respective   dates  of  acquisition.   The  parent-company   only
financial  statements  should be read  in  conjunction  with  the
Company's consolidated financial statements.

NOTE B--GUARANTEE OF DEBT

     Alarmguard,  Inc.  has  $30,636,000  and  $46,700,000   of   debt
outstanding  at December 31, 1996 and 1997, respectively.   Under
the  terms of the debt agreement, the Company has guaranteed  the
payment of all principal and interest.