UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                              
                          FORM 10-Q
                              
                              
(Mark One)


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

For the quarterly period ended               June 30, 1997

                             OR

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


For the transition period from                to

Commission File Number:       1-8138
                              
                            ALARMGUARD HOLDINGS, INC.
   (Exact Name of Registrant as Specified in its Charter)
                              
     Delaware                                     33-0318116
     (State or Other Jurisdiction of              (IRS Employer
     Incorporation or Organization)          Identification No.)

     125 Frontage Road, Orange, Connecticut             06477
     (Address of Principal Executive Offices)         (Zip Code)

Registrant's Telephone Number, Including Area Code:  203-795-9000


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


Indicate  the number of shares outstanding of  each  of  the
issuer's   classes  of  common  stock,  as  of  the   latest
practicable date.  The number of shares of common stock, par
value  $.0001 per share, outstanding on August 12, 1997  was
5,599,932.


          
                  ALARMGUARD HOLDINGS, INC.
                            INDEX
                              
                Part I. Financial Information
                              
Item 1.   Financial Statements (Unaudited)             Page
Number
     Condensed Consolidated Balance Sheets
       as of June 30, 1997 and December 31, 1996         3

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

     Condensed Consolidated Statements of Cash Flows
       for the six months ended June 30, 1997 and 1996   5

     Notes to Condensed Consolidated Financial
     Statements                                          6

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

                 Part II.  Other Information

Item 1.   Legal Proceedings                             18

Item 2.   Changes in Securities                         18

Item 3.   Defaults Upon Senior Securities               18

Item 4.   Submission of Matters to a Vote of
          Security Holders                              18

Item 5.   Other Information                             20

Item 6.   Exhibits and Reports on Form 8-K              20

Signatures                                              21

PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                  ALARMGUARD HOLDINGS, INC.
            CONDENSED CONSOLIDATED BALANCE SHEETS
                      ($ IN THOUSANDS)

<S>                                                <C>            <C>
                                                     June 30,      December 31,
                                                     --------      ------------
                                                       1997            1996
                                                     --------      ------------
ASSETS                                             (unaudited)         (Note)
Current assets:                                                                   
  Cash and cash equivalents                              $417           $230
  Restricted cash                                       1,931            ---
  Accounts receivable, net                              6,003          3,791
  Inventories                                           2,049          1,698
  Other current assets                                    942            582
                                                      -------        -------
Total current assets                                   11,342          6,301
                                                                                  
Property and equipment, net                             2,195          2,478
Customer installation costs, net                        9,215          7,531
Customer contracts and intangibles, net                47,346         21,430
Other investments                                       3,597            ---
Other assets                                              917          1,391
                                                      -------        -------
Total assets                                          $74,612        $39,131
                                                      =======        =======
                                                                                  
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                                 
Current liabilities:                                                              
  Accounts payable                                     $2,695         $1,469
  Accrued expenses                                      6,249          1,390
  Current portion of long term debt                     2,009          4,865
  Deferred revenue                                      6,137          4,621
  Due to sellers                                        4,818            254
  Other current liabilities                               656            754
                                                       ------        -------
Total current liabilities                              22,564         13,353
                                                                     
Term loan, less current portion                        44,200         26,467
Subordinated debt                                       4,307          4,951
Notes payable, less current portion                       690          2,563
Other liabilities                                         901            422
                                                                                  
Redeemable preferred stock                                ---         16,273
                                                                                  
Stockholders' equity (deficiency)                                                 
  Common stock, $0.0001 par value, 25,000,000                                     
shares                                                      1            ---
    authorized, 5,599,932 shares issued and
outstanding
  Common stock, $1.00 par value, 256,000 shares                                   
    authorized, 236,671 shares (including 33,748                                  
of non-                                                   ---            237
    voting shares) issued and outstanding
  Additional paid in capital                           34,024             35
  Accumulated deficit                                (32,075)       (25,135)
  Notes receivable from officers                          ---           (35)
                                                      -------        -------
Total stockholders' equity (deficiency)                 1,950       (24,898)
                                                      -------        -------
Total liabilities and stockholders' equity            $74,612        $39,131
(deficiency)
                                                      =======        =======
</TABLE>
Note:  The condensed consolidated balance sheet as of December 31, 1996
has been derived from the audited consolidated balance sheet as of that
date.
                              
See accompanying notes to the unaudited condensed
consolidated financial statements.

<TABLE>
<CAPTION>
<S>                               <C>            <C>          <C>      <C>

                  ALARMGUARD HOLDINGS, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
           ($ IN THOUSANDS, EXCEPT PER SHARE DATA)

                                  FOR THE THREE               FOR THE SIX MONTHS  
                                     MONTHS                     ENDED JUNE 30,   
                                  ENDED JUNE 30,
                                      1997           1996         1997     1996
                                      ----           ----         ----     ----
Revenue:                                                                    
  Recurring revenue                 $5,187         $3,671       $9,360   $7,139
  Installation revenue               2,633          1,887        4,664    3,505
  Service revenue                      567            365          960      682
                                   -------         ------       ------   ------
Total revenue                        8,387          5,923       14,984   11,326 

Cost of revenue:

  Monitoring expense                   700            558        1,295    1,098
  Installation expense               1,846          1,161        3,159    2,030
  Service expense                    1,022            682        1,787    1,351
                                   -------         ------       ------   ------ 
Total cost of revenue:               3,568          2,401        6,241    4,479
                                                                                  
Gross profit                         4,819          3,522        8,743    6,847
                                                                                  
  Sales and marketing expense        1,179            924        2,195    1,846
  General and administrative         2,817          2,074        5,004    4,063
expense
  Amortization and depreciation      3,093          1,834        5,464    3,736
expense
                                   -------         ------       ------    -----
Total operating expense              7,089          4,832       12,663    9,645
                                   -------         ------       ------    -----
Operating loss                     (2,270)        (1,310)      (3,920)  (2,798)
                                                                                  
Other income (expense):                                                           
  Interest expense                 (1,151)          (712)      (1,995)  (1,355)
  Other, net                          (12)              1         (12)     (11)
                                   -------        -------       ------   ------
Loss before extraordinary item     (3,433)        (2,021)      (5,927)  (4,164)
                                                                                  
Extraordinary loss from the early                                                 
  extinguishment of debt             (813)            ---        (813)     ---
                                   -------        -------      -------   ------
Net loss                          $(4,246)       $(2,021)     $(6,740) $(4,164)
                                   =======        =======      =======   ======

Pro forma loss per common share                                                   
before                             $(0.67)        $(0.40)      $(1.16)  $(0.83)
  extraordinary item                                                            
                                                                                  
Pro forma loss for extraordinary   $(0.16)           ---       $(0.16)     ---
item
                                   -------        =======      =======   ====== 

Pro forma net loss per common      $(0.83)        $(0.40)      $(1.32)  $(0.83)
share                                                                        
                                   =======        =======      =======   ======

Weighted average number of common                                                 
shares used in computing pro                                                      
forma loss per common share          5,143          5,032        5,088    5,032
                                   =======        =======      =======   ======
</TABLE>

 See accompanying notes to unaudited condensed consolidated
 financial statements.

<TABLE>
<CAPTION>

                  ALARMGUARD HOLDINGS, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                      ($ IN THOUSANDS)
<S>                                                    <C>       <C>

                                                         FOR THE SIX MONTHS
                                                           ENDED JUNE 30,
                                                           1997      1996
                                                           ----      ----
Operating activities:                                                
Net loss                                               ($6,740)  ($4,164)
Adjustment to reconcile net loss to net cash                             
  used in operating activities:                                          
    Amortization and depreciation                         5,464     3,736
    Extraordinary loss                                      813       ---
    Customer installation costs                         (2,209)   (3,066)

    Changes in operating assets & liabilities,                           
    net of effects of acquisitions:                                      
      Accounts receivable                                 (391)       189
      Inventories                                            17     (262)
      Other current assets                                   54         5
      Other assets                                         (26)     (352)
      Accounts payable                                      377     (172)
      Accrued expenses                                      480     (523)
      Deferred revenue                                     (15)        80
      Due to sellers                                      (111)     (198)
      Other current liabilities                           (155)     (108)
      Other liabilities                                   (180)        39
                                                        -------   -------
Net cash used in operating activities                   (2,622)   (4,796)
                                                                  
                                                                         
Investing activities:                                                    
  Acquisitions of businesses, net of cash acquired      (4,645)     (893)
  Increase in restricted cash                           (1,931)       ---
  Purchases of property and equipment                     (149)     (297)
                                                        -------   -------
Net cash used in investing activities                   (6,725)   (1,190)
Financing activities:                                                    
  Proceeds from term loan                                44,200     3,700
  Proceeds from issuance of subordinated debt             4,300     1,981
  Proceeds from notes payable                               ---       863
  Proceeds from issuance of common stock                    ---        17
  Payments of term loan                                (31,836)     (915)
  Payments of subordinated debt                         (4,951)       ---
  Financing fees paid                                   (1,040)       ---
  Payments of other notes payable and capital           (1,139)     (288)
leases
                                                        -------    ------
Net cash provided by financing activities                 9,534     5,358
                                                        -------    ------
                                                                         
Increase (decrease) in cash and cash equivalents            187     (628)
Cash and cash equivalents at beginning of period            230     1,561
                                                        -------    ------
Cash and cash equivalents at end of period                 $417      $933
                                                        =======    ======                  
                                                                         
      Cash paid for interest                             $1,952    $1,318
                                                        =======    ======

</TABLE>
See accompanying notes to unaudited condensed consolidated
financial statements.

                  ALARMGUARD HOLDINGS, INC.
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         (UNAUDITED)


1. BASIS OF PRESENTATION

  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 and six month periods ended June 30, 1997 are not
necessarily indicative of the results that may be expected
for the year ending December 31, 1997.  The unaudited
interim financial information of Alarmguard Holdings, Inc.
("Alarmguard" or the "Company") should be read in
conjunction with the audited consolidated financial
statements of Security Systems Holdings, Inc.("SSH") as of
and for the year ended December 31, 1996 included in the
Registration Statement of Triton Group Ltd. on Form S-4
(File # 333-23307) filed with the Securities and Exchange
Commission on March 14, 1997.

2. MERGER

  On April 15, 1997, Triton Acquisition Corp. ("Merger
Sub"), a wholly-owned subsidiary of Triton Group Ltd.
("Triton"), consummated a merger (the "Merger")  with 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 has ceased to exist and SSH will continue
as the surviving corporation and as a wholly-owned
subsidiary of the Company.  In addition, in connection with
the Merger, Triton 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 approximately 2,877,368 new shares of common
stock of Triton, representing approximately 57% of the
common stock outstanding upon consummation of the Reverse
Stock Split and the Merger.  Additionally, 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".  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
Alarmguard 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 (formerly Triton).
Accordingly, in the condensed consolidated balance sheet as
of June 30, 1997, SSH's pre-Merger stockholders' deficiency
and loss per common share have been retroactively restated
for the equivalent number of shares received by the
stockholders of SSH in the Merger, with differences between
the par values of Triton's common stock and SSH's common
stock recorded as an adjustment to paid-in-capital of
Alarmguard.

  The pro forma net loss per common share and the pro forma
loss per common share before extraordinary items for the
three and six month periods ended June 30, 1997 and 1996
give effect to the conversion of all SSH preferred stock
(including accrued dividends), and common stock into Triton
common stock as noted above.  Accordingly, the pro forma net
loss per common share is calculated from the net loss before
the dividend requirement on the SSH preferred stock
($200,000 and $341,000 for the six months ended June 30,
1997 and 1996 respectively and $29,000 and $170,000 for the
three months ended June 30, 1997 and 1996 respectively).
Such conversion excludes shares issuable upon exercise of
outstanding stock options due to their anti-dilutive effect.
The pro forma loss per common share for the three and six
month periods ended June 30, 1997 also give effect to common
shares issued in connection with the Company's two
acquisitions consummated during the first six months of 1997
from the respective date of acquisitions (see Note 3). All
share and per share information herein has been
retroactively restated to reflect the Reverse Stock Split.


3. ACQUISITIONS

  On May 1, 1997, Alarmguard purchased all of the issued and
outstanding shares of capital stock of Protective Alarms,
Inc. ("Protective Alarms"), for an initial purchase price of
$17.1 million.  Up to $4.3 million in additional
consideration will be paid to the sellers of Protective
Alarms upon (i) the installation of certain national account
contracts pending on the closing date; and (ii) certain
other obligations being met during the year following the
closing of the acquisition.  Approximately $1.9 million of
the amount due to sellers is secured by a cash
collateralized letter of credit represented as restricted
cash at June 30, 1997.  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 specialized in
National Account sales under the name "Pro National",
primarily in the Northeastern United States.

  In addition, during the six months ended June 30, 1997,
Alarmguard acquired certain operating assets of three
companies in the security alarm installation and monitoring
business for an aggregate of $1,985,000 in cash and up to
568,000 shares of Alarmguard common stock valued at
$3,812,000.  The acquisitions added approximately $191,000
of Monthly Recurring Revenue ("MRR") and 2,900 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 customer contracts
($6,044,000), and other assets ($1,137,000) and assumed
current liabilities ($1,384,000).

  During the six months ended June 30, 1996, Alarmguard
acquired certain operating assets of two companies in the
security alarm installation and monitoring business for an
aggregate of $893,000 in cash and $863,000 in notes payable
to the sellers.  The acquisitions added approximately
$57,000 MRR and 2,500 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 ($1,024,000), and
other assets ($1,060,000) and assumed current liabilities
($328,000).

  The results of operations of the acquired companies have
been included in the condensed consolidated statements of
operations from the respective dates of acquisition.

  The following unaudited pro forma information shows the
results of the Company's operations as though the
acquisitions consummated during the first six months of 1996
had been made as of January 1, 1996 and as though the
acquisitions consummated during the first six months of 1997
had been made as of January 1, 1996 and January 1, 1997:

(in thousands, except per share data)               Six months
                                                  ended June 30,
                                                 1997       1996
                                                 ----       ----
                  
Pro forma revenue                                $18,775    $16,746
                                                ========   ======== 
                                                                   
Pro forma loss before extraordinary item        $(6,162)   $(4,469)
                                                ========   ========
                                                                   
Pro forma net loss                              $(6,975)   $(4,469)
                                                ========   ========
                                                                   
Pro forma loss per common share before                             
extraordinary item                               $(1.10)    $(0.80)
                                                ========   ========
                                                                   
Pro forma net loss per common share              $(1.25)    $(0.80)
                                                ========   ========
                                                                   
Shares used in computing pro forma loss                            
per common share                                   5,600      5,600
                                                ========   ========

  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 may
occur as a result of the consolidation of the acquired
companies.

  The pro forma loss per common share give effect to the
conversion of all preferred and common stock into Triton
Common Stock (see Note 2) and the common stock issued in two
acquisitions consummated during the first six months of
1997.

4. INVENTORIES

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

5. CUSTOMER INSTALLATION COSTS

  During the six months ended June 30, 1997 and 1996,
Alarmguard incurred approximately $2,209,000 and $3,066,000,
respectively, in customer installation costs primarily
attributable to the operations of its direct marketing
program.  Alarmguard added approximately 3,200 and 5,400
customers, respectively, through its direct marketing
program during these periods.

6. CUSTOMER CONTRACTS AND INTANGIBLES

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

(in thousands)                               June 30,  December 31,
                                                1997       1996
                                                ----       ----                
Acquired customer contracts                    $50,286  $27,520
Covenants not to compete                        12,824    7,271
Goodwill                                         2,493    2,493
                                              --------  -------
                                                65,603   37,284
Less accumulated amortization                                  
                                              (18,257) (15,854)
                                              --------  -------             
                                               $47,346  $21,430
                                              ========  =======

7. OTHER INVESTMENTS

     Other investments at June 30, 1997 are comprised of
certain assets held by Triton at the time of the Merger,
which are being monetized on an as soon as reasonably
practicable basis.  Other investments at June 30, 1997 were
as follows (in thousands):

Ridgewood Hotels, Inc. Series A Preferred Stock $2,009
Mission West Properties Common Stock             1,352
Other                                              236
                                                ------
                                                $3,597
                                                ======

     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
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 owns 676,050 common shares (44% of total
outstanding common shares) of Mission West Properties
("Mission West"), a real estate company listed on the
American Stock Exchange under the symbol "MSW".  Mission
West sold all of its operating assets in early 1997, and on
August 5, 1997, 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 is expected to close in September 1997.  In a
related action, the Mission West Board of Directors declared
a $3.30 per share cash distribution to be paid on October
21, 1997.  Alarmguard's share of the distribution amounts to
approximately $2.2 million.  The difference between the
carrying amount and the distribution amount will be adjusted
upon finalization of the accounting for the Merger.
Alarmguard's interest in Mission West had a quoted market
value of approximately $2.2 million on June 30, 1997.  Upon
completion of the sale of the new shares of common stock,
Alarmguard will retain an approximate 9% ownership stake in
Mission West. Alarmguard accounts for the Mission West
investment using the equity method of accounting.


8. LONG TERM DEBT

  In connection with the Merger, Alarmguard refinanced its
subordinated debt existing at April 15, 1997 with new
subordinated debt with an aggregate principal amount of
$4,600,000 and an interest rate of 15%.  In addition,
Alarmguard issued warrants to purchase approximately 216,000
shares of Alarmguard Common Stock at an exercise price of
$11.11 per share, the fair value of which has been accounted
for as a discount to the new subordinated debt and is being
amortized over the life of the underlying debt instrument
(two years).

  Concurrent with the Merger, Alarmguard refinanced its
credit agreement existing at April 15, 1997  with a new
credit agreement.  The new credit agreement consists of a
two year, $60 million, non-amortizing, revolving loan
agreement which converts to a five year term loan on April
30, 1999.  On June 30, 1997, outstanding borrowings under
the Revolving Credit Facility were $44.2 million.

  During the three and six month periods ending June 30,
1997, the Company recognized an extraordinary loss of $0.8
million resulting from the write-off of unamortized
financing costs from the former term loan and subordinated
debt.

9. STOCK OPTIONS

  On April 17, 1997, the Board of Directors issued 382,000
stock options to the senior management of Alarmguard which
vest over a four year period from the date of grant.
Additionally, three Directors were granted 10,000 options on
similar terms.  The exercise price for all options granted
was $7.50 per share which was the fair market value of the
common stock at the date of grant.


10. 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.

11. RECENT FASB PRONOUNCEMENTS

     In February 1997, the Financial Accounting Standards
Board issued Statement No. 128, Earnings per Share, which is
required to be adopted as of December 31, 1997.  At that
time, the Company will be required to change the method
currently used to compute earnings per share and to restate
all prior periods.  Under the new requirements, primary
earnings per share will be replaced with basic earnings per
share.  In computing basic earnings per share, the dilutive
effect of common stock equivalents will be excluded.  The
impact of Statement No. 128 on the computation of the
Company's primary earnings per share (to be replaced with
basic earnings per share) and fully diluted earnings per
share is not expected to be material.


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 ("Form S-4").

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, 1996 on Form S-4
mentioned above.

  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 June 30, 1997
Alarmguard had approximately $2.1 million of monthly
recurring revenue, approximately 60% of which was
residential and 40% which was commercial.

  On April 15, 1997, Triton Acquisition Corp., a wholly
owned subsidiary of Triton Group Ltd., completed a merger
(the "Merger") with Security Systems Holdings, Inc. pursuant
to an Agreement and Plan of Merger dated December 23, 1996,
as amended March 6, 1997.  Additionally, 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"(see note 2 to the unaudited
condensed financial statements).

  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) growth of Alarmguard's core
business through referrals and traditional local marketing;
and (4) 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 improve results of
operations.

  During the six months ended June 30, 1997, Alarmguard
acquired four companies in the security alarm installation
and monitoring business for an aggregate of $19.1 million in
cash and up to 568,000 shares of Alarmguard common stock
valued at $3,812,000.  The acquisitions added approximately
$600,000 of monthly recurring revenue and 13,000 customers.

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

   Subscriber Attrition.  Subscriber attrition has an
adverse effect on the Company's financial position and
results of operations, since it affects the Company's
revenues.  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 period.  The following table sets forth the
Company's MRR additions, cancellations, and gross MRR
attrition for the periods indicated:
                                           6 Months Ended   12 Months Ended
                                           June 30, 1997   December 31, 1996
                                           -------------   ----------------- 
  Beginning of period                             $1,392         $1,129
  Direct Marketing Program additions                 108            264
  Acquisition additions                              604             80
  Other additions (1)                                 52             73
  Canceled MRR                                     (101)          (154)
                                           -------------   -----------------
  End of period                                   $2,055         $1,392
                                           =============   =================
  Gross MRR attrition (2)                          12.3%          11.9%

(1)    Primarily generated through traditional sales
  programs and the National Accounts Program.
(2) Calculated on a last-twelve-month basis



RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED
JUNE 30, 1996

REVENUE

  Revenue for the six months ended June 30, 1997 increased
approximately $3.7 million, or 32%, from the comparable
period in 1996.  Recurring revenue increased approximately
$2.2 million, or 31%, as a result of an increase in new
customer accounts resulting primarily from acquisitions and
the Direct Marketing Program during the second half of 1996
and the first six months of 1997.  Installation revenue
increased approximately $1.2 million, or 33%, resulting
primarily from the acquisition of Protective Alarms and
increased activity in the Company's National Account
Program.  Service revenue increased approximately $0.3
million, or 41%, primarily due to the growth of the customer
base.

COST OF REVENUE

  Cost of revenue for the six months ended June 30, 1997
increased approximately $1.8 million, or 39%, from the
comparable period in 1996.  Monitoring expense increased
approximately $0.2 million, or 18%, primarily as a result of
increased labor and communication expenses required to
monitor additional subscriber accounts.  As a percent of
recurring revenue, monitoring expense decreased from 15.3%
to 13.8%, primarily as a result of efficiencies related to
monitoring incremental subscriber accounts. Installation
expense increased approximately $1.1 million, or 56%,
primarily as a result of increased installation volume from
operations and the acquisition of Protective Alarms.
Service expense increased approximately $0.4 million, or
32%, resulting from additional labor required to service a
larger customer base.  Net service department expense
(service revenue less service expenses) as a percent of
recurring revenue was unchanged at 9% in the first six
months of 1997 and 1996.

GROSS PROFIT

  Gross profit increased approximately $1.9 million, or 28%,
to $8.7 million for the first six months of 1997 compared
with $6.8 million for the first six months of 1996.  The
increase is primarily the result of an increase in recurring
revenue at more favorable margins.  Gross profit as a
percent of total revenue decreased for the first six months
of 1997 to 58% compared with 60% in the comparable period in
1996.  This decrease was primarily the result of a less
favorable product mix from the installation of security
systems.

SALES AND MARKETING EXPENSE

  Sales and marketing expense for the first six months of
1997 increased approximately $0.3 million, or 19%, from the
comparable period in 1996.  The increase was primarily the
result of the acquisition of Protective Alarms and increased
commissions associated with increased installation revenue.
As a percent of total revenue, sales and marketing expense
decreased to 15% for the first six months of 1997 versus 16%
for the comparable period in 1996.  This decrease is
primarily attributable to the increased revenue resulting
from the acquisition of customer contracts.

GENERAL AND ADMINISTRATIVE

  General and administrative expenses for the first six
months of 1997 increased approximately $0.9 million, or 23%,
compared to the comparable period in 1996.  The increase is
primarily the result of staffing requirements at both the
operating and corporate level required to facilitate the
Company's growth.  Additionally, the first six months of
1997 included the additional expenses of operating as a
public company, costs not incurred the first six months of
1996.  As a percent of total revenue, general and
administrative expense for the first six months of 1997
decreased to 33% from 36% in the comparable 1996 period.
This decrease was primarily the result of increased
recurring revenue from acquisitions.

AMORTIZATION AND DEPRECIATION

  Amortization and depreciation for the first six months of
1997 increased by approximately $1.7 million, or 46%,
compared to the same period in 1996.  This increase was
primarily the result of increased acquisition activity, and
increased customer installation costs.

OPERATING LOSS

  Operating loss for the first six months of 1997 increased
to approximately $3.9 million from $2.8 million in the
comparable 1996 period.  As a percent of total revenue,
operating loss was 26% for the first six months of 1997
compared to 25% for the same period in 1996.  The increased
loss is primarily due to an increase in amortization and
depreciation and lower installation margins which were not
entirely offset by improved margins from monitoring, sales
and marketing, and general and administrative expenses.


INTEREST EXPENSE

  Interest expense, net of interest income, for the six
months ended June 30, 1997 increased $0.6 million, or 47%
from the comparable period in 1996.  This increase is the
result of increased outstanding borrowings under the
Company's Revolving Credit Facility in the first six months
of 1997 compared to the first six months of 1996, a higher
interest rate on the refinanced subordinated debt during the
same period, and amortization (over two years) of the fair
value of common stock warrants issued in conjunction with
the subordinated debt.


THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS
ENDED JUNE 30, 1996

REVENUE

  Revenue for the three months ended June 30, 1997 increased
approximately $2.5 million, or 42%, from the comparable
period in 1996.  Recurring revenue increased approximately
$1.5 million, or 41%, as a result of an increase in new
customer accounts resulting primarily from acquisitions and
the Direct Marketing Program during the second half of 1996
and the first six months of 1997.  Installation revenue
increased approximately $0.7 million, or 40%, resulting
primarily from the acquisition of Protective Alarms and
increased activity in the Company's National Account
Program.  Service revenue increased approximately $0.2
million, or 55%, primarily due to the growth of the customer
base.

COST OF REVENUE

  Cost of revenue for the three months ended June 30, 1997
increased approximately $1.2 million, or 49%, from the
comparable period in 1996.  Monitoring expense increased
approximately $0.1 million, or 26%, primarily as a result of
increased labor and communication expenses required to
monitor additional subscriber accounts.  As a percent of
recurring revenue, monitoring expense decreased from 15.2%
to 13.5%, primarily a result of efficiencies related to
monitoring incremental subscriber accounts.  Installation
expense increased approximately $0.7 million, or 59%,
primarily as a result of increased installation volume from
operations and the acquisition of Protective Alarms.
Service expense increased approximately $0.3 million, or
50%, resulting from additional labor required to service a
larger customer base.  Net service department expense
(service revenue less service expenses) as a percent of
recurring revenue was unchanged at 9% in the three month
periods ending June 30, 1997 and 1996.

GROSS PROFIT

  Gross profit increased approximately $1.3 million, or 37%,
to $4.8 million for the second quarter of 1997 compared with
$3.5 million for the second quarter of 1996.  The increase
is primarily the result of more favorable margins on an
increase in recurring revenue.  Gross profit as a percent of
total revenue decreased for the second quarter of 1997 to
57% compared with 59% in the comparable period in 1996.
This decrease was primarily the result of a less favorable
product mix from the installation of security systems.

SALES AND MARKETING EXPENSE

  Sales and marketing expense for the  three months ended
June 30, 1997 increased approximately $0.3 million, or 28%,
from the comparable period in 1996.  The increase was
primarily the result of the acquisition of Protective Alarms
and increased commissions associated with increased
installation revenue.  As a percent of total revenue, sales
and marketing expense decreased to 14% for the second
quarter of 1997 versus 16% for the comparable period in
1996.  This decrease is primarily attributable to the
increased revenue resulting from the acquisition of customer
contracts.

GENERAL AND ADMINISTRATIVE

  General and administrative expenses for the second quarter
of 1997 increased approximately $0.7 million, or 36%,
compared to the comparable period in 1996.  The increase is
primarily the result of staffing requirements at both the
operating and corporate level needed to facilitate the
company's growth.  Additionally, the second quarter of 1997
includes additional expenses of operating as a public
company, costs not incurred in the second quarter of 1996.
As a percent of total revenue, general and administrative
expense for the second quarter of 1997 decreased to 34% from
35% in the comparable 1996 period.  This decrease was
primarily the result of increased recurring revenue from
acquisitions.

AMORTIZATION AND DEPRECIATION

  Amortization and depreciation for the second quarter of
1997 increased by approximately $1.3 million, or 69%,
compared to the same period in 1996.  This increase was
primarily the result of increased acquisition activity, and
increased customer installation costs.

OPERATING LOSS

  Operating loss for the second quarter of 1997 increased to
approximately $2.3 million from $1.3 million in the
comparable 1996 period.  As a percent of total revenue,
operating loss increased to 27% for the second quarter of
1997 compared to 22% for the same period in 1996.  The
increased loss is primarily due to an increase in
amortization and depreciation and lower installation margins
which were not entirely offset by improved margins from
monitoring, sales and marketing, and general and
administrative expenses.

INTEREST EXPENSE

  Interest expense, net of interest income, for the three
months ended June 30, 1997 increased approximately $0.4
million, or 62% from the comparable period in 1996.  This
increase is the result of increased outstanding borrowings
under the Company's Revolving Credit Facility in the second
quarter of 1997 compared to the second quarter of 1996, a
higher interest rate on the refinanced subordinated debt
during the same period, and amortization (over two years) of
the fair value of common stock warrants issued in
conjunction with the subordinated debt.

LIQUIDITY AND CAPITAL RESOURCES

Capital Resources.  Since May 1992, the Company has financed
its operations and growth from a combination of borrowings
under revolving credit facilities, issuance of subordinated
debentures, sales of its capital stock, the recently
completed Merger and internally generated cash flows.  The
Company's principal uses of cash are the costs associated
with the marketing and installation of Direct Marketing
Program systems, acquisitions of subscriber account
portfolios, and interest payments on borrowings under the
Revolving Credit Facility.  A substantial portion of the
Company's future cash flow will be used to fund the Direct
Marketing Program and to service borrowings under the
Revolving 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
Direct Marketing Program and acquisition strategies, among
other things.

  The Company entered into a new Revolving Credit Facility
on April 15, 1997.  The Revolving Credit Facility consists
of a two year, $60 million, non-amortizing revolving loan
agreement which converts to a five year term loan.  As of
June 30, 1997, the Company had approximately $44.2 million
outstanding under the Revolving Credit Facility with
approximately $2.0 million of availability.  The Company's
ability to borrow against the unused portion of the
Revolving Credit Facility is limited by certain financial
covenants, among other things.

  In connection with the Merger, Alarmguard refinanced its
subordinated debt existing at April 15, 1997 with new
subordinated debt with an aggregate principal amount of
$4,600,000 and an interest rate of 15%.  In addition,
Alarmguard issued warrants to purchase approximately 216,000
shares of Alarmguard Common Stock at an exercise price of
$11.11 per share which has been accounted for as a discount
to the new subordinated debt and is being amortized over the
life of the underlying debt instrument (two years)

  Additionally, the Company has a total of $6.8 million due
to sellers of previous acquisitions, a portion of which is
secured by various SSH notes and a letter of credit.  A
portion of the amounts due to sellers require the Company to
make periodic principal and interest payments.

  The Company anticipates receipt of a cash distribution of
approximately $2.2 million in October, 1997 from its
minority investment in 676,050 shares of common stock in
Mission West Properties ("Mission West") (AMEX: MSW).  A
distribution of $3.30 per common share was declared by the
Mission West board of directors on August 5, 1997 and
scheduled to be paid October 21, 1997.  There can be no
assurance that the cash distribution will be received by
Alarmguard by October, 1997, or at all.

  The Company intends to continue to use cash flows from
operations, together with borrowings under the Revolving
Credit Facility, to finance the addition of subscriber
accounts and capital expenditures, including a planned $0.8
million expansion of the Company's central station.

  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
support growth of subscriber accounts through acquisitions
and the Direct Marketing Program.  In August 1997, the
Company engaged an investment banking firm to assist the
Company in raising additional capital.  There can be no
assurance that the Company will be able to obtain such
financing on acceptable terms or at all.

  If cash flows from operations and monetization of other
investments combined with borrowings under the Revolving
Credit Facility and other borrowings are insufficient to
fund the Company's growth strategies, management would
curtail the Direct Marketing Program and implement a cost
reduction strategy to the extent necessary to satisfy its
obligations.

Liquidity.  During the first six months of 1997 and 1996,
the Company's net cash used in operating activities was
approximately $2.6 million and $4.8 million, respectively.
The decrease was primarily the result of increased cash flow
from various working capital accounts, and reduced Direct
Marketing Program installation costs.

   During the first six months of 1997 and 1996, the
Company's net cash used in investing activities was
approximately $6.7 million and $1.2 million, respectively.
This increase was primarily the result of larger
acquisitions in the first six months of 1997 compared with
1996 which were partially offset by cash received in the
Merger.

   During the first six months of 1997 and 1996, the
Company's net cash provided by financing activities was
approximately $9.5 million and $5.4 million, respectively.
This increase was primarily the result of increased
borrowings under the Revolving Credit Facility and
elimination of monthly principal payments on the Revolving
Credit Facility in 1997.

  Alarmguard employs two additional operating measures,
EBITDA and Adjusted EBITDA, which management believes
enhances an understanding of the Company's financial
performance.  These calculations do not represent cash flows
from operations as defined by generally accepted accounting
principals and should not be construed as an alternative to
net income.  EBITDA represents earnings before interest and
income taxes plus amortization and depreciation charges.
EBITDA has been used by Alarmguard's lenders to determine
current borrowing capacity and to estimate the long-term
value of companies with recurring revenues.  EBITDA for the
six months ended June 30, 1997 and 1996, amounted to $1.5
million and $0.9 million respectively.  EBITDA for the three
months ended June 30, 1997 and 1996, amounted to $0.8
million and $0.5 million, respectively.

  Adjusted EBITDA is derived by adding Direct Marketing
Program expenses incurred, net of Direct Marketing Program
revenues earned, to EBITDA.  This calculation enhances
comparison of Alarmguard's results to those of other
security alarm companies that grow primarily through
acquisition of subscriber accounts rather than investing in
internal growth programs.  Adjusted EBITDA was $2.7 million
and $1.8 million for the six months ended June 30, 1997 and
1996, respectively.  Adjusted  EBITDA was $1.4 million and
$1.0 million for the three months ended June 30, 1997 and
1996, respectively.

   During the first six months of 1997 and 1996, the Company
had net losses of approximately $6.7 million and
approximately $4.2 million, respectively. During the three
months ended June 30, 1997 and 1996, the Company had net
losses of approximately $4.2 million and approximately $2.0
million, respectively.  Such losses reflect, among other
factors, the expenses associated with internally generated
subscriber accounts, the charges incurred by the Company for
amortization of purchased subscriber accounts and the
interest incurred on its indebtedness.  Such expenses,
charges and interest will increase as the Company continues
to internally generate new subscriber accounts and to
purchase subscriber accounts, or if the Company's
indebtedness increases or if interest rates increase.  The
Company expects to continue to incur net losses for the
foreseeable future.

  The Company has had, and expects to continue to have, a
working capital deficit.  At June 30, 1997, the Company had
a working capital deficit of approximately $11.2 million.
There are two principal categories of current liabilities
that cause the Company to have a working capital deficit:
(i) "deferred revenue", which represents billings by the
Company in advance of services performed; and (ii) "purchase
holdbacks", which represent the aggregate of a portion of
the purchase price of subscriber accounts which, if the
actual attrition rate exceeds the guaranteed rate at the end
of such 9 - 12 month holdback period, is applied to adjust
the effective purchase price downward.

   Recent FASB Pronouncements. In February 1997, the
Financial Accounting Standards Board issued Statement No.
128, Earnings per Share, which is required to be adopted as
of December 31, 1997.  At that time, the Company will be
required to change the method currently used to compute
earnings per share and to restate all prior periods.  Under
the new requirements, primary earnings per share will be
replaced with basic earnings per share.  In computing basic
earnings per share, the dilutive effect of common stock
equivalents will be excluded.  The impact of Statement No.
128 on the computation of the Company's primary earnings per
share (to be replaced with basic earnings per share) and
fully diluted earnings per share is not expected to be
material.


                           PART II
                      OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

  The Company was not involved in any material legal
proceedings during the six months ended June 30, 1997 which
management believes would have a material or adverse effect
on the financial condition or results of operations of the
Company.

ITEM 2. CHANGES IN SECURITIES

  Pursuant to the Merger with Triton, and in consideration
of the Merger, SSH's stockholders received an aggregate of
approximately 2,877,368 new shares of common stock of
Triton, representing approximately 57% of the common stock
outstanding upon consummation of the Reverse Stock Split and
the Merger.

  On May 28, 1997 the Company consummated the acquisition of
Absolute Life Safety and Security, Inc. ("Absolute") for
approximately $1,412,000.  The consideration provided for in
the acquisition was $250,000 in cash and up to 189,021
shares of the Company's common stock, of which 57,418 were
placed in escrow and are subject to certain post closing
adjustments.  The common stock issued was based on a ten day
average closing price of $6.15 per share.

  On June 20, 1997, the Company consummated the acquisition
of Telcoa International, Inc. ("Telcoa") for approximately
$4,250,000.  The consideration provided for in the
acquisition was $1,600,000 in cash and up to 378,869 shares
of the Company's common stock, of which 303,820 were placed
in escrow and are subject to certain post closing
adjustments.  The common stock issued was based on a ten day
average closing price of $6.9939 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

  None.

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

     a.   The registrant's annual shareholder meeting was
          held on April 14, 1997.  At the annual meeting,
          the stockholders of the Company approved all of
          the proposals submitted to them for approval.

     b.   Management's nominees for directors as listed in
          the proxy statement were all elected at the annual
          meeting and there was no solicitation in
          opposition thereto.

     (c)(1)    The results of Management's proposal to
          approve the Agreement and Plan of Merger by and
          among Triton Group Ltd., Triton Acquisition Corp.
          and Security Systems Holdings, Inc.

                         For:                12,992,116
                         Against:                50,309
                         Abstain:                 3,231
                         Broker non-votes:    3,987,021

     (c)(2)    The results of Management's proposal to
          approve an amendment to the Registrant's Charter
          to change the name of Triton Group Ltd. to
          Alarmguard Holdings, Inc.

                         For:               12,992,300
                         Against:               49,121
                         Abstain:                4,235
                         Broker non-votes:   3,987,021

     (c)(3)    The results of Management's proposal to
          approve an amendment to the Registrant's Charter
          to authorize the Triton Board to issue Triton
          Preferred Stock in one or more classes or series,
          having such rights, privileges, designations and
          preferences as may be determined by the Triton
          Board.

                         For:                11,927,685
                         Against:             1,060,089
                         Abstain:                57,882
                         Broker non-votes:    3,987,021
                         
     (c)(4)    The results of Management's proposal to
          approve an amendment to the Registrant's Charter
          to change the authorized capital stock of Triton
          to 25 million shares of Triton Common Stock and 5
          million shares of Triton Preferred Stock.

                         For:                12,967,686
                         Against:                71,148
                         Abstain:                 6,822
                         Broker non-votes:    3,987,021

     (c)(5)    The results of Management's proposal to
          approve an amendment to the Registrant's charter
          to effect the one-for-ten Reverse Stock Split of
          the Triton Common Stock.

                         For:                12,736,695
                         Against:               357,387
                         Abstain:                17,577
                         Broker non-votes:    3,921,018

     (c)(6)    The results of Management's proposal to
          approve an amendment to the Registrant's charter
          to classify the directors of Triton into three
          classes, with staggered three-year terms.

                         For:                11,731,705
                         Against:             1,298,909
                         Abstain:                15,042
                         Broker non-votes:    3,987,021
                         

     (c)(7)    The results of Management's proposal to
          approve an amendment to the Registrant's charter
          to eliminate the ability of Triton stockholders to
          act by written consent.

                         For:                11,567,970
                         Against:             1,410,401
                         Abstain:                67,285
                         Broker non-votes:    3,987,021
                         
     (c)(8)    The results of Management's proposal to
          approve an amendment to the Registrant's charter
          to eliminate the ability of Triton stockholders to
          call a special meeting of the stockholders.

                         For:                11,615,807
                         Against:             1,410,433
                         Abstain:                19,416
                         Broker non-votes:    3,987,021
                         
     (c)(9)    The results of Management's proposal to elect
          four persons to Triton's Board of Directors.

                         For:               16,981,535
                         Withheld:              51,142

     (c)(10)The results of Management's proposal to approve
          the 1997 Stock Incentive Plan.

                         For:                15,578,464
                         Against:             1,332,037
                         Abstain:                56,164
                         Broker non-votes:       66,012

     d.  Not applicable.

ITEM 5. OTHER INFORMATION

  None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)Exhibits
   The following exhibits are filed with this quarterly
   report on form 10-Q

Exhibits
Number              Exhibit
3.1            Amended and Restated Certificate of
               Incorporation
               incorporated by reference from the
               Registration
               Statement on Form S-4
10.1           Second Amended and Restated Term Loan
               and Acquisition Credit Agreement
10.2           Note purchase agreement
10.3           Protective Alarms, Inc. Stock Purchase and
               Sale Agreement, as amended (incorporated by
               reference to current report on Form 8-K dated
               May 1, 1997)
10.4           1997 Long Term Stock Incentive Plan
               incorporated by
               reference from the Registration Statement on
               Form S-4
27.1           Financial data schedule

(b)  Reports on form 8-K

On April 15, 1997, the Company filed a current report on
Form 8-K with respect to its merger with Triton Group Ltd.

On May 1, 1997, the Company filed a current report on Form 8-K
 with respect to its acquisition of Protective Alarms, Inc.



The Company filed a current report on Form 8-K/A dated April
15, 1997 with respect to its merger with Triton Group Ltd., 
which included pro forma financial information.

The Company filed a current report on Form 8-K/A dated May
1, 1997 with respect to its acquisition of Protective
Alarms, Inc., which included pro forma financial
information.

                         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.
                                        Registrant

          DATE: AUGUST 13, 1997     /S/ DAVID HEIDECORN
                                   EXECUTIVE VICE PRESIDENT AND
                                   CHIEF FINANCIAL OFFICER