UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


                            FORM 1O-Q



[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 for the quarter ended March
     31, 1998 or

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




                  Commission File Number 1-8138


                    Alarmguard Holdings, Inc.

Incorporated In Delaware           IRS Identification No: 33-0318116

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


Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes X      No
                                        ---       ---

The number of shares of Alarmguard Holdings, Inc.'s common stock,
$.0001 par value, outstanding as of April 30, 1998 was 5,593,948.


<PAGE>


                 PART I.   FINANCIAL INFORMATION


ITEM 1.   Financial Statements

ALARMGUARD HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(In thousands)
                                
                                      March 31           December 31
                                        1998                 1997
                                     (unaudited)            
  ASSETS:                                                           
  Current assets:                                                   
    Cash and cash equivalents          $13,311               $698
    Restricted cash                      2,608              1,931
    Accounts receivable, net             8,442              5,558
    Inventories                          3,817              3,065
    Other current assets                   474                343
  Total current assets                  28,652             11,595
                                                       
  Property and equipment, net            3,252              2,133
  Customer installation costs, net       9,169              8,868
  Customer contracts and
    intangibles, net                    79,757             43,027
  Other investments                      2,097              2,245
  Other assets                           1,692              1,982
  Total assets                        $124,619            $69,850

<PAGE>


ALARMGUARD HOLDINGS, INC.
Condensed Consolidated Balance Sheets (continued)
(In thousands)


                                          March 31           December 31
                                            1998                 1997
                                        (unaudited)              

  LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
  Current liabilities:                                     
    Accounts payable                       $2,105               $2,659
    Accrued expenses                        7,994                5,675
    Current portion of notes payable          505                2,462
    Deferred revenue                        9,456                6,231
    Other current liabilities               5,306                4,061
  Total current liabilities                25,366               21,088
                                                         
  Notes payable, less current portion         696                  549
  Credit facility                          63,500               46,700
  Subordinated debt                         3,756                4,389
  Other liabilities                           325                  321
                                                         
  Cumulative Convertible Preferred                            
    Stock, Redeemable at $1,000 
    par value:
    Series A, 5% dividends, 35,700                            
      shares issued and outstanding at
      March 31, 1998                       33,835                    -
    Series B, 5,000 shares issued and                        
      outstanding at March 31, 1998         4,738                    -
                                                         
  Stockholders' deficiency:                                
    Common Stock, $.0001 par value,                           
      25,000,000 shares authorized,                             
      5,593,396 shares issued and                               
      outstanding at March 31, 1998 and
      December 31, 1997                         1                    1
    Additional paid in capital             35,019               35,286
    Accumulated deficit                   (42,617)             (38,484)
  Total stockholders' deficiency           (7,597)              (3,197)
  Total liabilities and stockholders'                       
    deficiency                           $124,619              $69,850

See accompanying notes to condensed consolidated financial statements.

<PAGE>


ALARMGUARD HOLDINGS, INC.
Condensed Consolidated Statements of Operations
(Unaudited, in thousands, except per share data)

                                
                                
                                            For The Three Months
                                               Ended March 31
                                          1998               1997
                                                                
  Revenue                               $10,913             $6,597
  Cost of revenue                         5,008              2,673
  Gross profit                            5,905              3,924
                                                        
    Selling, general and                                  
      administrative expense              4,440              3,203
    Acquisition integration expense         328                  -
    Amortization and depreciation
      expense                             3,524              2,371
  Total operating expense                 8,292              5,574
  Operating loss                         (2,387)            (1,650)
                                                        
  Other income (expense):                                 
    Interest expense, net                (1,435)              (844)
    Other, net                               35                  -
  Net loss                               (3,787)            (2,494)
                                                        
  Dividend requirement on preferred
    stock                                  (346)              (171)
                                                        
  Loss applicable to common shares      $(4,133)           $(2,665)
                                                        
  Basic and diluted loss per common
    share                                $(0.74)            $(0.87)
                                                        
  Weighted average number of basic and                    
    diluted common shares                 5,593              2,877


See accompanying notes to condensed consolidated financial statements.


<PAGE>



ALARMGUARD HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)

                                               For The Three Months
                                                 Ended March 31
                                              1998             1997

  Operating activities:                                             
  Net loss                                  $(3,787)         $(2,494)
  Adjustments to reconcile net loss to net                   
    cash used in operating activities:
    Amortization and depreciation             3,524            2,371
    Accretion on preferred stock                 73                -
    Customer installation costs
      incurred                               (1,205)          (1,154)
    Changes in operating assets and                   
      liabilities, net of effects of
      acquisitions                              424              632
  Net cash used in operating activities        (971)            (645)
                                                          
  Investing activities:                                     
    Acquisition of businesses, net of
      cash acquired                         (36,992)               -
    Increase in restricted cash                (677)               -
    Purchases of property and equipment        (540)             (50)
  Net cash used in investing activities     (38,209)             (50)
                                                          
  Financing activities:                                     
    Net proceeds from issuance of                           
      preferred stock                        37,800                -
    Proceeds from term loan                  17,600              800
    Proceeds from bridge loan                     -              500
    Payments of term loan                      (800)               -
    Financing fees paid                        (346)               -
    Payments of other notes payable          (2,341)            (513)
    Payments of capital leases                 (120)               -
  Net cash provided by financing
    activities                               51,793              787
                                                          
  Increase in cash and cash equivalents      12,613               92
  Cash and cash equivalents at beginning                    
    of period                                   698              230
  Cash and cash equivalents at end of                       
    period                                  $13,311             $322
                                                          
  Cash paid for interest                     $1,222             $855

See accompanying notes to condensed consolidated financial statements.


<PAGE>

ALARMGUARD HOLDINGS, INC.
Notes To Condensed Consolidated Financial Statements
(Unaudited)

1.   Basis of Presentation

     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.   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.

      The  accompanying unaudited financial statements have  been
prepared   in  accordance  with  generally  accepted   accounting
principles  for interim financial information and Article  10  of
Regulation  S-X.   Accordingly, they do not include  all  of  the
information  and notes required by generally accepted  accounting
principles for complete financial statements.  In the opinion  of
management,  all  adjustments  (consisting  of  normal  recurring
accruals) considered necessary for a fair presentation have  been
included.   Operating results for the three  month  period  ended
March 31, 1998 are not necessarily indicative of the results that
may  be  expected  for the year ending December  31,  1998.   The
condensed consolidated balance sheet as of December 31, 1997  has
been  derived from the audited consolidated balance sheet  as  of
that  date.   The  unaudited  interim  financial  information  of
Alarmguard  should  be  read  in  conjunction  with  the  audited
consolidated financial statements of Alarmguard as of and for the
year ended December 31, 1997.

2.   Acquisitions

      On February 2, 1998, Alarmguard purchased all of the issued
and   outstanding  shares  of  capital  stock  of  Detect,   Inc.
("Pelletier"),  a  company located in Danbury, Connecticut,  with
approximately  7,200  subscribers and Monthly  Recurring  Revenue
("MRR") of approximately $0.2 million, for a total purchase price
of   approximately  $10.4  million.   The  total  purchase  price
consisted of $9.5 million paid at closing, the assumption of $0.5
million of notes payable and $0.4 million representing an  amount
due  to  the  sellers of Pelletier based on certain post  closing
adjustments.   The  acquisition  was  accounted  for  under   the
purchase  method  of  accounting and, accordingly,  the  purchase
price  was  preliminarily allocated to the  assets  acquired  and
liabilities assumed based on their estimated fair values  at  the
date  of  acquisition.  In connection with this acquisition,  the
Company  received  current assets of $0.6 million,  property  and
equipment  of  $0.2 million, customer contracts of $10.8  million
and  other  intangibles  of  $0.4  million  and  assumed  current
liabilities of $1.6 million.

      During  the first quarter of 1998, Alarmguard also acquired
certain  operating assets of Security System Inc. ("Sentry"),  of
Malden, Massachusetts and Protech Security, Inc. of New York  for
an   aggregate  of  $24.5  million  in  cash  and  $3.1   million
representing  an amount due to the sellers based on certain  post
closing adjustments.  The acquisitions added  approximately  $0.6
million   of   MRR  and  approximately  20,000  customers.    The
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 values at the  respective
dates  of  acquisition.   In connection  with  the  acquisitions,
Alarmguard  received  current assets of  $1.2  million,  customer
contracts of $27.4 million, other intangibles of $0.4 million and
property  and  equipment  of  $0.6 million  and  assumed  current
liabilities of $2.0 million.

      Accrued expenses at March 31, 1998 include $2.2 million  of
estimated costs expected to be incurred as a result of  the  1997
and 1998 acquisitions.  The results of operations of the acquired
companies  have been included in the consolidated  statements  of
operations from the respective dates of acquisitions.

      The  following  unaudited pro forma information  shows  the
results  of  the Company's operations as though the  acquisitions
consummated during the first three months of 1998 had  been  made
as  of  January 1, l998 and January 1, 1997, and the acquisitions
consummated during the fiscal year of 1997 had been  made  as  of
January 1, 1997 (in thousands, except per share data):

                                      For The Three Months Ended
                                               March 31,
                                        1998             1997
                                                       
 Pro forma revenue                    $12,798          $11,979
 Pro forma net loss                   $(5,865)         $(6,814)
 Pro forma basic and diluted per
   share:                              $(1.05)          $(1.22)
 Shares used in computations            5,593            5,593

      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.

3.   Inventories

      Inventories  consist  principally of alarm  components  and
supplies which are carried at the lower of cost or market value.

4.   Customer Installation Costs

      During  each of the three months ended March 31,  1998  and
1997,  Alarmguard incurred approximately $1.2 million of customer
installation  costs primarily attributable to the  operations  of
its  dealer  and  direct  marketing  programs.  Alarmguard  added
approximately  2,100  and 2,000 customers, respectively,  through
its dealer and direct marketing programs during these periods.

5.   Customer Contracts and Intangibles

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

                                  March 31,        December 31,
                                    1998               1997

 Acquired customer contracts      $88,063            $49,807
 Covenants not to compete          13,713             12,944
 Goodwill                           2,493              2,493
                                  104,269             65,244
 Less accumulated amortization    (24,512)           (22,217)
                                  $79,757            $43,027

6.   Other Investments

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

                                         March 31,   December 31,
                                           1998         1997

 Ridgewood Hotels, Inc. Series A                       
   Preferred Stock                        $2,009       $2,009
 Other                                        88          236
                                          $2,097       $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.

7.   Long Term Debt

      On  February  3, 1998, in connection with the  offering  of
Convertible Preferred Stock (see Note 10), Alarmguard, Inc.  (the
"Borrower"), a wholly owned subsidiary of the Company,  increased
the  availability under the Third Amended and Restated Term  Loan
and Acquisition Credit Agreement (the "Credit Facility") from $60
million  to  $90  million.   The  Credit  Facility  provides  for
interest  only  advances until January 31, 2000 and  amortization
thereafter.  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 at the option of the Borrower  at  either
prime  plus  1-1/2%  or  LIBOR  plus 2.75% (approximately 8.7% at
March 31, 1998), however the Company has fixed the interest  rate
on $40.0 million of its outstanding borrowings at 8.84% for three
years  through  an interest rate swap agreement.   At  March  31,
1998, outstanding borrowings under the Credit Facility were $63.5
million.

8.   Stock Options

     On  March  10,  1998, the Board of Directors issued  365,000
additional  stock options to the senior management of  Alarmguard
which  vest over a four-year period from the date of grant.   The
exercise price for all options granted was $10.00 per share,  the
quoted market value of the common stock on the date of grant.

9.   Commitments and Contingencies

      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 or results of operations of the
Company.

10.  Sale of Cumulative Convertible Preferred Stock

      On  February 3, 1998, the Company completed an offering  of
40,000  shares of Cumulative Convertible Preferred Stock  (35,000
shares  of  Series  A  Preferred and 5,000  shares  of  Series  B
Preferred)  are redeemable at $1,000 per share, five  years  from
the  date  of  issuance,  yielding gross  proceeds  totaling  $40
million.  The Company issued 700 additional shares of the  Series
A  Preferred Stock in exchange for $0.7 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  $37.8  million.   The  costs   incurred   for
completing the February 1998 offering are being amortized to  the
dividend  requirement on Preferred Stock over the five-year  life
of  the  security  with the unamortized balance  reflected  as  a
reduction of the Preferred Stock's carrying value.

     The  Series A Preferred Stock pays quarterly cash  dividends
at  5% per annum.  Under the terms of the securities, holders  of
the  Series  A  and Series B Preferred Stock have  the  right  to
convert  their shares at any time, into 4,972,434 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  have  the  right to elect two additional  members  to  the
Company's Board of Directors.  The net proceeds from the offering
and  the  increased  credit facility  discussed  in  Note  7  are
intended to finance acquisitions and expand the Company's  Dealer
and Direct Marketing Programs.

11.  Earnings per Share

     The  1997  calculation of basic and diluted loss per  common
share excludes the dividend requirement on preferred stock  as  a
result  of  the  conversion of the Preferred  Stock  and  related
accrued dividends into Alarmguard Common Stock at the time of the
Merger.
     
     All   dilutive  securities  (stock  options,  warrants   and
convertible preferred stock) have been excluded from the  diluted
loss  per  common  share  calculation  as  such  instruments  are
antidilutive.
     
12.  Recent FASB Pronouncements

      In  1998,  the FASB issued SFAS No. 131, "Disclosure  about
Segments of an Enterprise and Related Information."  The  Company
will  adopt  SFAS  No.  131  effective  for  year  end  financial
reporting in 1998 and expects no material impact upon adoption.




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

      Certain matters in this section 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 Holdings,  Inc.
(the  "Company" or "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.

General Overview

      For  an overview of the Company's accounting policies,  see
the Company's audited consolidated financial statements as of and
for the year ended December 31, 1997.

     Alarmguard sells and installs burglar and fire alarm systems
and  provides  security monitoring services and  security  system
repair  and  maintenance services to homeowners  and  businesses,
principally  in  the Northeast and Mid-Atlantic  regions  of  the
United  States.  Alarmguard provides its security  alarm  systems
and  services primarily under its trademark "Alarmguard".  As  of
March  31,  1998,  Alarmguard had approximately $2.9  million  of
Monthly  Recurring  Revenue  ("MRR")  and  approximately   92,000
subscribers.

      On  April  15,  1997, SSH completed a  merger  with  Triton
pursuant  to  an Agreement and Plan of Merger dated December  23,
1996, as amended March 6, 1997.  The combined company was renamed
Alarmguard Holdings, Inc., the common shares of which are  listed
for  trading  on  the American Stock Exchange  under  the  symbol
"AGD".

       Alarmguard's  objective  is  to  provide  residential  and
commercial   security  services  to  an  increasing   number   of
subscribers.   Alarmguard's growth strategy  is  to  enhance  its
position  in  the  security  alarm  monitoring  industry  in  the
Northeastern  and  Mid-Atlantic United States by  increasing  the
number  and density of subscribers for whom it provides services.
Alarmguard  is  pursuing this strategy through a balanced  growth
plan  involving: (1) incorporating acquisitions of portfolios  of
subscriber  accounts  in  existing and  contiguous  markets;  (2)
internal   growth  through  direct  marketing   to   obtain   new
subscribers  (the  "Direct  Marketing  Program");  (3)  acquiring
credit-approved  monitoring contracts from Alarmguard  authorized
dealers  (the "Dealer Program"); (4) growth of Alarmguard's  core
business  through referrals and traditional local marketing;  and
(5)  acquisition  of new multi-locational commercial  subscribers
from  its  National Accounts Program.  Alarmguard  believes  that
increasing the number and density of its subscribers will help it
to achieve economies of scale and enhance results of operations.

      During  the  three months ended March 31, 1998,  Alarmguard
acquired  three companies in the security alarm installation  and
monitoring  business for an aggregate of $37.5 million  in  cash,
notes  payable and amounts due to sellers based on  certain  post
closing  adjustments.  The acquisitions added approximately  $0.8
million of MRR and approximately 27,000 subscribers.

Key Operating Measures

      The  Company employs three internal measurements to  assess
the performance of its operations: Adjusted EBITDA, MRR and Gross
MRR Attrition.

     Adjusted  EBITDA.   Adjusted EBITDA  is  derived  by  adding
Dealer  and  Direct Marketing Program and acquisition integration
expenses  incurred,  net of Dealer and Direct  Marketing  Program
revenues  earned,  to  EBITDA (Earnings Before  Interest,  Taxes,
Depreciation  and  Amortization).  This  calculation  provides  a
basis  for comparison of Alarmguard's results to those  of  other
security  alarm  companies that grow through the  acquisition  of
subscriber  accounts rather than those that grow both  internally
and  through acquisitions.  An amount similar to Adjusted  EBITDA
is  used  by lenders in extending credit to Alarmguard.  Adjusted
EBITDA  does not represent cash flows from operations as  defined
by  generally  accepted accounting principals and should  not  be
construed  as an alternative to net income.  Adjusted EBITDA  was
$1.9  million for the three months ended March 31, 1998  compared
to  $1.3 million for the three months ended March 31, 1997, a 51%
increase.

                                            For The Three Months
                                               Ended March 31
                                            1998           1997
                                              (in thousands)

  EBITDA                                   $1,137          $721
    Less Dealer and Direct Marketing                     
      Program revenue                        (348)         (353)
    Plus Dealer and Direct Marketing                     
      Program expense                         784           889
    Plus acquisition integration expense      328             -
  Adjusted EBITDA                          $1,901        $1,257

      Monthly Recurring Revenue.  MRR represents revenue  that  a
company  in  the security alarm industry is entitled  to  receive
under  contracts (monitoring, leasing, and maintenance) 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
uncollectible accounts receivable.

      Gross  MRR  Attrition.  Gross MRR attrition has an  adverse
effect  on  the  Company's  financial  position  and  results  of
operations,  since  it 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 such period and  the  denominator  of
which  is the average month end MRR during such 12 month  period.
The  following  table  sets  forth the Company's  MRR  additions,
cancellations, and gross MRR attrition for the periods  indicated
(in thousands):

                                Three Months       Twelve Months
                               Ended March 31,   Ended December 31,
  MRR                               1998               1997

  Beginning of period             $2,087              $1,392
  Dealer and Direct Marketing                      
    Program additions                 55                 193
  Acquisition additions              777                 586
  Other additions (1)                 47                 134
  Canceled MRR (2)                   (72)               (218)
  End of period                   $2,894              $2,087
                                                 
  Gross MRR attrition (3)          11.9%               11.8%
____________________

(1)  MRR  primarily  generated through traditional non-investment
     sales programs.
(2)  Includes  canceled MRR of subscribers who  have  moved  from
     homes or businesses in which an existing alarm system has already
     been installed.
(3)  Calculated on a trailing twelve-month basis.


Results of Operations

Three  Months Ended March 31, 1998 Compared to Three Months Ended
March 31, 1997

     Revenue.  Revenues for the three months ended March 31, 1998
were  $10.9 million, an increase of $4.3 million, or 65.4%,  over
the  comparable period in 1997.  This increase was primarily  the
result  of a 63.2% increase of recurring revenue to $6.8  million
from $4.2 million and a 68.8% increase in installation revenue to
$3.4  million  from $2.0 million.  A significant portion  of  the
revenue  growth was related to acquisition activity in  1997  and
1998.

     Gross  Profit.       Gross profit increased to $5.9 million,
or 54.1% of total revenue, for the first quarter of 1998 compared
to  $3.9 million, or 59.5% of total revenue, in the first quarter
of  1997.  The decrease in gross profit as a percentage of  total
revenue  was  primarily the result of several  larger  commercial
installations in the traditional business 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.

      Selling, General and Administrative.  Selling, general  and
administrative  expense for the first quarter of  1998  increased
approximately $1.2 million, or 38.6%, over the comparable  period
in   1997.   The  increase  was  primarily  the  result  of   the
acquisitions  as well as increased staffing requirements  at  the
corporate level required to facilitate the Company's growth  plan
and  additional expenses of operating as a public company,  costs
which were not incurred during the first quarter of 1997.   As  a
percent  of  total  revenue, selling, general and  administrative
expense  for  the first quarter of 1998 decreased to  40.7%  from
48.6%  in  the  comparable 1997 period, reflecting  economies  of
scale resulting from incremental revenue growth.

      Acquisition Integration Expenses.  During the  first  three
months of 1998, the Company incurred $328,000 of costs associated
with  the  integration of acquired subscriber accounts  into  the
Company's  system.  These costs were not material  in  the  first
quarter  of  1997.  Management expects to continue to incur  such
costs in the future, principally relating to the acquisition  and
integration  of  subscriber account portfolios  acquired  in  the
first quarter of 1998 and future acquisitions.

        Amortization   and   Depreciation.    Amortization    and
depreciation   for  the  first  quarter  of  1998  increased   by
approximately $1.2 million, or 48.6%, compared to the same period
in   1997.   This  increase  was  primarily  the  result  of  the
acquisition activity in 1997 and 1998.

     Operating Loss.  The operating loss for the first quarter of
1998 increased to approximately $2.4 million from $1.7 million in
the  comparable 1997 period.  As a percent of total revenue,  the
operating loss decreased to 21.9% for the first quarter  of  1998
compared  to 25.0% for the same period in 1997.  This improvement
reflects  the  increased profitability derived  from  incremental
revenues.

     Interest Expense.  Interest expense, net of interest income,
for  the  three  months ended March 31, 1998  was  $1.4  million,
compared to $0.8 million in the comparable period in 1997.   This
increase  is  primarily  the result of an  increased  outstanding
balance  under the Company's credit facility in the first quarter
of  1998  compared to the first quarter of 1997,  reflecting  the
Company's  growth through acquisitions combined  with  subscriber
additions through the Dealer and Direct Marketing Programs.

      Dividend  Requirement  on Preferred  Stock.   The  dividend
requirement on preferred stock during the first quarter  of  1998
reflects  the 5% per annum dividend on the Cumulative Convertible
Preferred  Stock  issued  in February 1998.   In  the  comparable
period  in  the  prior year, this amount reflects  the  dividends
accrued  on  the  Redeemable Preferred Stock of  the  predecessor
company  that  were converted to Common Stock of the  Company  in
connection  with  the  Triton Merger in April  1997.   The  costs
incurred  for  completing the February 1998  offering  are  being
amortized to the dividend requirement on Preferred Stock over the
five-year  life  of  the  security with the  unamortized  balance
reflected as a reduction of the Preferred Stock's carrying value.

Liquidity and Capital Resources

     Capital  Resources.  The Company has financed its operations
and  growth since May 1992 with a combination of borrowings under
credit  facilities, issuance of subordinated debentures, sale  of
common  and  preferred stock, the 1997 Merger  with  Triton,  and
internally generated cash flows.  The Company's principal uses of
cash  have been for the acquisition of subscriber accounts, costs
associated  with  the  Dealer and Direct Marketing  Programs  and
interest  payments  on borrowings under the Credit  Facility.   A
substantial portion of the Company's future operating  cash  flow
will be used to fund the Dealer and Direct Marketing Programs and
to service borrowings under the Credit Facility and other company
debt.   There can be no assurance that the Company will  continue
to  have  the ability to meet its borrowing requirements to  fund
its  acquisition  strategies  and  Dealer  and  Direct  Marketing
Programs.
     
     In  February  1998,  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    yielding   gross   proceeds   totaling   $40    million.
Concurrently,  the Company issued 700 additional  shares  of  the
Series  A  Preferred Stock in exchange for $0.7  million  of  the
company's  subordinated debt.  The Series A Preferred Stock  pays
quarterly  dividends at 5% per annum.  Under  the  terms  of  the
securities, holders of the Series A and Series B Preferred  Stock
have  the right to convert their shares 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
Company  increased its credit facility from $60  million  to  $90
million.  The proceeds from the offering and borrowings from  the
expanded  Credit Facility are being used to finance  acquisitions
and expand the company's Dealer and Direct Marketing Programs.

     As of March 31, 1998, the Company had $13.3 million in cash.
This  represents  the  net  proceeds  from  the  Preferred  Stock
offering  that  were not used to fund first quarter  acquisitions
and  operations.   Additionally, the Company  had  $63.5  million
outstanding  under  its Credit Facility with  approximately  $1.6
million of availability at the end of the quarter.  The Company's
ability to borrow under the Credit Facility is limited by certain
representations and financial covenants.

      The Credit Facility is a non-amortizing loan which converts
to   a   five-year  amortizing  term  loan  on  April  30,  2000.
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.

      Alarmguard  has  subordinated debentures  of  $3.9  million
bearing  interest  at  15%, which are  due  in  April  1999.   In
connection with the subordinated debt, Alarmguard issued warrants
to  purchase  215,939 shares of Alarmguard  Common  Stock  at  an
exercise  price  of  $11.11 per share, the  value  of  which  was
accounted for as a discount to the subordinated debt and is being
amortized  over  the  two  year  life  of  the  underlying   debt
instrument.  The Company also has a total of $3.8 million due  to
sellers  of previous acquisitions, a portion of which is  secured
by  various  notes.   A  portion of the amounts  due  to  sellers
requires  the  Company  to make periodic principal  and  interest
payments.

      The  Company  intends to continue to use its existing  cash
balances,  cash  flows from operations, the  liquidation  of  its
other  investments  and borrowings under the credit  facility  to
finance  the  addition of subscriber accounts, primarily  through
acquisitions and the Dealer and Direct Marketing Programs.

     Additionally, 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 continue to  support  the
growth  of  subscriber accounts.  There can be no assurance  that
the  Company  will be able to obtain such capital  on  acceptable
terms or at all.

      If  cash  flows  from operations, combined with  borrowings
under  the  credit facility and other borrowings are insufficient
to fund the Company's growth strategies, management would curtail
the  Dealer  and Direct Marketing Programs and implement  a  cost
reduction  strategy  to  the  extent  necessary  to  satisfy  its
obligations.

     Liquidity.  During the first three months of 1998 and  1997,
the   Company's  net  cash  used  in  operating  activities   was
approximately  $1.0 million and $0.6 million, respectively.   The
increase was primarily the result of the increased interest costs
and   acquisition  integration  expenses,  partially  offset   by
improved operating margins due to incremental revenue growth  and
resulting economies of scale.

      For  the first quarter of 1998 and 1997, the Company's  net
cash used in investing activities was approximately $38.2 million
and  $50,000,  respectively.  This significant increase  reflects
the acquisitions in the first quarter of 1998.

      Net cash provided by financing activities was approximately
$51.8  million in the first quarter of 1998 as compared  to  $0.8
million  in the year ago period.  The increase reflects the  cash
generated   from  the  Preferred  Stock  offering  and  increased
borrowings under the credit facility discussed above.

      The  Company  incurred  net losses  of  approximately  $3.8
million and $2.5 million for the first quarter of 1998 and  1997,
respectively.   The  Company expects  to  incur  losses  for  the
foreseeable future, the result of its continuing growth strategy.

      Recent FASB Pronouncements.  In 1998, the FASB issued  SFAS
No.  131, "Disclosure about Segments of an Enterprise and Related
Information."  The Company will adopt SFAS No. 131 effective  for
year  end  financial  reporting in 1998 and expects  no  material
impact upon adoption.

      The  Company continues to review "Year 2000" issues.  Based
on  its  review  to  date, it does not anticipate  incurring  any
significant costs associated with this issue.


<PAGE>


                     PART II - OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K

(a)  Exhibits
     
     The  following exhibits are filed with this quarterly report
on Form l0-Q:

Exhibits
Number    Exhibit

27        Financial data schedule


(b)  Reports on Form 8-K

     The  Company filed a current report on Form 8-K dated  April
1,  1998, in which the Company reported under Item 2. Acquisition
or  Disposition of Assets, the acquisition of certain  assets  of
Security  Systems,  Inc. (dba "Sentry") completed  on  March  17,
1998.
                                
                                
                                

                           SIGNATURES

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

                                        ALARMGUARD HOLDINGS, INC.



DATE:     May 15, 1998                     By: /s/ David Heidecorn
                                           -------------------------
                                                David Heidecorn
                                                Principal Financial Officer