UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                       ______________
                              
                          FORM 10-Q


[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the quarter ended September 30, 1997 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 by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2)
has been subject to such filing requirements for the past 90
days.  Yes     X      No

Indicate by check mark whether the Registrant has filed all
documents and reports required to be filed by Section 12.13
or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by
a court. Yes   X      No

The number of shares of Alarmguard Holdings, Inc.'s common
stock, $.0001 par value, outstanding as of November 11, 1997
was 5,591,847.

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

     Condensed Consolidated Statements of Operations
     for the three and nine months ended
       September 30, 1997 and 1996                           4

     Condensed Consolidated Statements of Cash Flows
       for the nine months ended September 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 6.   Exhibits and Reports on Form 8-K                   17




PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

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

                                          September      December
                                          30, 1997       31, 1996
ASSETS                                   (unaudited)         
Current assets:                                                    
  Cash and cash equivalents                      $463          $230
  Restricted cash                               1,931           ---
  Accounts receivable, net                      7,001         3,791
  Inventories                                   2,497         1,698
  Other current assets                            933           582
                                               ------         -----
Total current assets                           12,825         6,301
                                                                   
Property and equipment, net                     2,158         2,478
Customer installation costs, net                9,330         7,531
Customer contracts and intangibles, net        45,307        21,430
Other investments                               3,597           ---
Other assets                                      947         1,391
                                               ------        ------
Total assets                                  $74,164       $39,131
                                               ======        ======
                                                                      
LIABILITIES AND STOCKHOLDERS'                                      
DEFICIENCY
Current liabilities:                                               
  Accounts payable                             $3,020        $1,469
  Accrued expenses                              6,430         1,390
  Current portion of long term debt             1,711         4,865
  Deferred revenue                              6,479         4,621
  Due to sellers                                4,275           254
  Other current liabilities                       651           754
                                               ------        ------
Total current liabilities                      22,566        13,353
                                                                   
Term loan, less current portion                46,900        26,467
Subordinated debt                               4,348         4,951
Notes payable, less current portion               890         2,563
Other liabilities                                 704           422
                                                                   
Redeemable preferred stock                        ---        16,273
                                                                   
Stockholders' 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                    ---           237
    (including 33,748 of non-
    voting shares) issued and
    outstanding
  Additional paid in capital                   33,947            35
  Accumulated deficit                        (35,192)      (25,135)
  Notes receivable from officers                  ---          (35)
                                              -------       -------
Total stockholders' deficiency                (1,244)      (24,898)
                                              -------       -------
Total liabilities and                                              
stockholders' deficiency                      $74,164       $39,131
                                               ======        ======
                              
See accompanying notes to the unaudited condensed consolidated financial
statements.

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

                         FOR THE THREE MONTHS          FOR THE NINE MONTHS
                           ENDED SEPTEMBER 30,         ENDED SEPTEMBER 30,      
                               1997      1996          1997          1996

Revenue                     $9,627      $6,357        $24,611     $17,683
Cost of revenue              4,204       2,657         10,445       7,136
                             -----       -----         ------      ------
Gross profit                 5,423       3,700         14,166      10,547

  Selling, general and
  administrative expense     3,997       3,008         11,196       8,917
  Amortization and
  depreciation expense       3,309       2,115          8,776       5,851
                             -----       -----         ------      ------
Total operating expenses     7,306       5,123         19,972      14,768
                             -----       -----         ------      ------
Operating loss              (1,883)     (1,423)        (5,806)     (4,221)

Other income (expense):
  Interest expense          (1,334)       (787)        (3,329)     (2,142)
  Other, net                   103          (2)            91         (13)
                             -----       -----          -----       -----
Loss before extraordinary
  item                      (3,114)     (2,212)        (9,044)     (6,376)


Extraordinary loss from
  the early extinguishment
  of debt                      ---        ---            (813)        ---
                            ------      ------         ------       -----
Net loss                   $(3,114)    $(2,212)       $(9,857)    $(6,376)

Pro forma loss per common
  share before 
  extraordinary item        $(0.58)     $(0.44)        $(1.73)     $(1.27)

Pro forma loss per common
  share for extraordinary
  item                        ---          ---         $(0.15)       ---
                            ------       -----         ------      ------
Pro forma net loss per
  common share              $(0.58)     $(0.44)        $(1.88)     $(1.27)
                            ======      ======         ======      ======
Weighted average number
of common shares used in
computing pro forma loss
per common share             5,366       5,024          5,253       5,024
                            ======      ======         ======      ======
 
 See accompanying notes to unaudited condensed consolidated
                    financial statements.

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

                                                   FOR THE NINE
                                                      MONTHS
                                                ENDED SEPTEMBER 30
                                                       1997        1996
Operating activities:                                              
Net loss                                           ($9,857)    ($6,376)
Adjustment to reconcile net loss to net cash                           
  used in operating activities:                                        
    Amortization and depreciation                     8,776       5,851
    Extraordinary loss                                  813         ---
    Customer installation costs                     (3,157)     (4,408)
    Changes in operating assets & liabilities,                         
    net of effects of acquisitions                  (1,524)       (512)
                                                    ------      ------
Net cash used in operating activities               (4,949)     (5,445)
                                                                       
Investing activities:                                                  
  Acquisitions of businesses, net of cash           (4,645)     (1,218)
acquired
  Increase in restricted cash                       (1,931)         ---
  Purchases of property and equipment                 (192)       (337)

Net cash used in investing activities               (6,768)     (1,555)
                                                    ------      ------
                                                                       
Financing activities:                                                  
  Proceeds from term loan                            46,900       5,900
  Proceeds from issuance of subordinated debt         4,300       1,981
  Proceeds from issuance of common stock                ---          21
  Payments of term loan                            (31,836)     (1,373)
  Payments of subordinated debt                     (4,951)         ---
  Financing fees paid                               (1,040)         ---
  Payments of other notes payable and capital       (1,423)       (500)
leases
                                                    -------     -------
Net cash provided by financing activities            11,950       6,029
                                                    -------     -------
                                                                       
Increase (decrease) in cash and cash                    233       (971)
equivalents
Cash and cash equivalents at beginning of               230       1,561
period
Cash and cash equivalents at end of period             $463        $590
                                                    =======     =======    
                                                                       
      Cash paid for interest                         $3,448      $2,152
                                                    =======     =======
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 nine month periods ended September 30, 1997 are
not necessarily indicative of the results that may be
expected for the year ending December 31, 1997.  The
condensed consolidated balance sheet as of December 31, 1996
has been derived from the audited consolidated balance sheet
as of that date.  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 ceased to exist and SSH has continued as
the surviving corporation and 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 2,877,321 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, post-merger, the 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
SSH the accounting acquiror.  As such, the net assets of
Triton (principally cash of approximately $15.0 million plus
other investments) were recorded at fair value and the pre-
Merger financial statements of SSH became the historical
financial statements of Alarmguard (formerly Triton).
Accordingly, in the condensed consolidated balance sheet as
of September 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 nine month periods ended September 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 $513,000 for the nine months ended
September 30, 1997 and 1996, respectively, and $172,000 for
the three months ended September 30, 1996).  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 nine month periods
ended September 30, 1997 also give effect to common shares
issued in connection with the Company's two acquisitions
consummated during the first nine months of 1997 from the
respective dates 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, of which $0.4 million has been
paid through September 30, 1997.  Approximately $1.9 million
of the amount potentially due to sellers is secured by a
cash collateralized letter of credit represented as
restricted cash at September 30, 1997.  The acquisition was
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 date of
acquisition.  Protective Alarms was a security alarm system
company doing business primarily in Connecticut and
Westchester County, New York, that provided security
equipment and monitoring services to homeowners and
businesses.  In addition, Protective Alarms engaged in
national account sales under the name "Pro National",
primarily in the Northeastern United States.

  In addition, during the nine months ended September 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 for the
purposes of the acquisitions 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 of
$6,044,000, and other assets of $1,137,000 and assumed
current liabilities of $1,384,000, which was included in the
purchase price of the acquisitions.

  During the nine months ended September 30, 1996,
Alarmguard acquired certain operating assets of three
companies in the security alarm installation and monitoring
business for an aggregate of $1,218,000 in cash and
$1,235,000 in notes payable to the sellers.  The
acquisitions added approximately $80,000 of MRR and 3,800
customers.  The acquisitions were accounted for under the
purchase method of accounting and, accordingly, the purchase
price has been allocated to the assets acquired and
liabilities assumed based on their estimated fair values at
the respective dates of acquisition.  In connection with the
acquisitions, Alarmguard received customer contracts of
$1,881,000, and other assets of $1,215,000 and assumed
current and long term liabilities of $643,000, which was
included in the purchase price of the acquisitions.

  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 nine months of
1996 had been made as of January 1, 1996 and as though the
acquisitions consummated during the first nine months of
1997 had been made as of January 1, 1996 and January 1,
1997:

(in thousands, except per share data)           Nine months ended
                                                  September 30,
                                               1997         1996
                                                                  
Pro forma revenue                               $28,346    $26,070
                                            ===========   ========
                   
Pro forma loss before extraordinary item       $(9,273)   $(6,833)

                                            ===========   ========              

Pro forma net loss                            $(10,086)   $(6,833)
                                            ===========   ========        
Pro forma loss per common share before                            
extraordinary item                             $(1.66)    $(1.22)
                                            ===========   ========

Pro forma net loss per common share             $(1.80)    $(1.22)
                                            ===========   ========              

Shares used in computing pro forma loss                           
per common share                                 5,592      5,592
                                            ===========   ========
 
 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 gives 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 nine 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 nine months ended September 30, 1997 and 1996,
Alarmguard incurred approximately $3,157,000 and $4,408,000,
respectively, in customer installation costs primarily
attributable to the operations of its direct marketing
program.  Alarmguard added approximately 5,400 and 7,900
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)                  September 30,  December 31,
                                     1997        1996
                                                      
Acquired customer                 $54,020      $27,520
contracts
Covenants not to compete           12,824        7,271
Goodwill                            2,493        2,493
                                 --------     --------
                                   69,337       37,284
Less accumulated                                      
amortization                     (24,030)    (15,854)
                                 --------     --------                      
                                  $45,307      $21,430
                                 ========     ========

7. OTHER INVESTMENTS

     Other investments at September 30, 1997 are comprised
of certain assets held by Triton at the time of the Merger,
which are in the process of being liquidated.

     (In thousands)                                  
     Ridgewood Hotels, Inc. Series A           $2,009
     Preferred Stock
     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 10%
quarterly dividend of $90,000 on this investment and the
preferred stock is redeemable at any time by Ridgewood at
its face value plus accrued dividends.  The preferred stock
is convertible by Alarmguard at any time into 1,350,000
Ridgewood common shares, which would represent approximately
47% of the Ridgewood common shares then outstanding, or 40%
fully  diluted.  Alarmguard accounts for the Ridgewood
investment using the cost method of accounting.

     Alarmguard owns 676,050 common shares of Mission West
Properties ("Mission West"), a real estate company listed on
the American Stock Exchange under the symbol "MSW". 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 closed on September 2, 1997.  Additionally, the
Mission West Board of Directors declared a $3.30 per share
cash distribution which was paid on October 21, 1997.
Alarmguard's share of the distribution amounted 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. Prior to
the cash distribution, Alarmguard accounted for the Mission
West investment using the equity method of accounting.
Subsequent to the distribution, this was discontinued.

8. LONG TERM DEBT

  Concurrent with the Merger, Alarmguard refinanced its
credit agreement existing at April 15, 1997  with a new
credit agreement.  The new agreement provides for a two
year, $60 million, non-amortizing, revolving loan agreement
which converts to a five year term loan on April 30, 1999.
On September 30, 1997, outstanding borrowings under the
revolving credit facility were $46.9 million.  During the
nine month period ending September 30, 1997, the Company
recognized an extraordinary loss of $0.8 million resulting
from the write-off of unamortized financing costs from the
former credit agreement and subordinated debt.

  On August 22, 1997 the Company entered into an Amendment
to its existing revolving credit facility which allowed the
Company to increase its borrowing availability by $2.1
million in anticipation of the Mission West dividend of $2.2
million.  The Amendment terminated upon receipt of the cash
dividend from Mission West on October 21, 1997.

  On October 31, 1997 the Company entered into a three year
interest rate swap agreement at 8.84%.  The Company fixed
$40 million out of $46.9 million outstanding under the
Company's revolving credit facility.

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

9. STOCK OPTIONS

  On April 17, 1997, the Board of Directors issued 352,000
stock options to the senior management of Alarmguard which
vest over a four year period from the date of grant, 339,000
of which were outstanding as of September 30, 1997.
Additionally, three non-employee Directors were granted
10,000 options on similar terms.  The exercise price for all
options granted was $7.50 per share which was the quoted
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 which are
included in the 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 September 30, 1997
Alarmguard had approximately $2.1 million of monthly
recurring revenue, approximately 60% of which was
residential and 40% of which was commercial.

  On April 15, 1997 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, post-merger, the
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 consolidated 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 enhance results of
operations.

  During the nine months ended September 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 for purposes of the acquisitions at
$3,812,000.  The acquisitions added approximately $600,000
of monthly recurring revenue and 13,000 customers.

KEY OPERATING MEASURES

  The Company employs three internal measurements used to
assess the performance  of operations: Adjusted EBITDA,
Monthly Recurring Revenue ("MRR")and Gross MRR Attrition.

  Adjusted EBITDA.  Adjusted EBITDA is derived by adding
Direct Marketing Program ("DMP") expenses incurred, net of
DMP 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 primarily
through the acquisition of subscriber accounts rather than
investing in internal growth programs. 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 $4.6 million for the nine
months ended September 30, 1997 compared to $2.9 million for
the nine months ended September 30, 1996, a 61% increase.
Adjusted  EBITDA was $1.9 million and $1.1 million for the
three months ended September 30, 1997 and 1996,
respectively.

                 FOR THE THREE          FOR THE NINE
                    MONTHS                 MONTHS
                     ENDED            ENDED SEPTEMBER
                 SEPTEMBER 30,              30,
($000s)          1997      1996         1997      1996

EBITDA         $1,426      $692       $2,970    $1,630
  Less DMP      (294)     (941)        (963)    (2,462)
revenue                                              
  Plus DMP        810     1,333        2,632     3,710
expense
               ------    ------       ------    ------
Adjusted       $1,942    $1,084       $4,639    $2,878
EBITDA              
               ======    ======       ======    ======
  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:

                           Nine Months Ended  Twelve Months
                           September 30, 1997     Ended
                                               December 31,
                                                   1996
MRR ($000s)
  Beginning of period                  $1,392         $1,129
  DMP Additions                           150            264
  Acquisition additions                   606             80
  Other additions (1)                      88             73
  Canceled MRR                          (158)          (154)
                                   ----------      ---------
  End of period                        $2,078         $1,392
                                   ==========      =========
  Gross MRR attrition (2)               11.6%          11.9%
(1) MRR primarily generated through traditional non-investment
 sales programs and the National Accounts Program.
(2) Calculated on a trailing twelve-month basis.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS
ENDED SEPTEMBER 30, 1996

REVENUE

  Revenue for the nine months ended September 30, 1997
increased $6.9 million, or 39% from the comparable period in
1996.  This increase was primarily the result of a 40%
increase of recurring revenue to $15.4 million and a 35%
increase in installation revenue to $2.0 million.  A
significant portion of the revenue growth was related to
acquisition activity in 1997.

GROSS PROFIT

  Gross profit increased to $14.2 million, 58% of total
revenue, for the third quarter of 1997 compared to $10.5
million, 60% of total revenue, in the third quarter of 1996.
The decrease of gross profit as a percentage of total
revenue was primarily the result of several larger
installations which had lower gross profit margins than the
Company's traditional business.

SELLING, GENERAL AND ADMINISTRATIVE

  Selling, general and administrative expense for the first
nine months of 1997 increased approximately $2.3 million
over the comparable period in 1996.  The increase was
primarily the result of staffing requirements at both the
operating and corporate level required to facilitate the
Company's growth plan and additional expenses of operating
as a public company, costs which were not incurred during
the first nine months of 1996.  As a percent of total
revenue, selling, general and administrative expense for the
first nine months of 1997 decreased to 45% from 50% in the
comparable 1996 period, reflecting economies of scale
resulting from incremental revenue growth.

AMORTIZATION AND DEPRECIATION

  Amortization and depreciation for the first nine months of
1997 increased by approximately $2.9 million compared to the
same period in 1996.  This increase was primarily the result
of a higher level of assets from increased acquisition
activity and increased customer installation costs.

OPERATING LOSS

  The operating loss for the first nine months of 1997
increased to approximately $5.8 million from $4.2 million in
the comparable 1996 period.  As a percent of total revenue,
the operating loss was 24% for the first nine months of 1997
and 1996.

INTEREST EXPENSE

  Interest expense, net of interest income, for the nine
months ended September 30, 1997 increased $1.2 million over
the comparable period in 1996.  This increase was the result
of an increased outstanding balance under the Company's
revolving credit facility in the first nine months of 1997
compared to the first nine 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 SEPTEMBER 30, 1997 COMPARED TO THREE
MONTHS ENDED SEPTEMBER 30, 1996

REVENUE

  Revenue for the three months ended September 30, 1997
increased $3.3 million, or 51%, from the comparable period
in 1996.  This increase was primarily the result of a 58%
increase of recurring revenue to $6.1 million and a 39%
increase in installation revenue to $2.9 million.  A
significant portion of the revenue growth was related to
acquisition activity in 1997.

GROSS PROFIT

  Gross profit increased to $5.4 million, 56% of total
revenue, for the third quarter of 1997 compared to $3.7
million, 58% of total revenue, in the third quarter of 1996.
The decrease of gross profit as a percentage of total
revenue was primarily the result of several larger
installations which had lower gross profit margins than the
Company's traditional business.

SELLING, GENERAL AND ADMINISTRATIVE

  Selling, general and administrative expense for the third
quarter of 1997 increased approximately $1.0 million over
the comparable period in 1996. The increase was primarily
the result of staffing requirements at both the operating
and corporate level required to facilitate the Company's
growth plan and additional expenses of operating as a public
company, costs which were not incurred during the third
quarter of 1996.  As a percent of total revenue, selling,
general and administrative expense for the third quarter of
1997 decreased to 42% from 47% in the comparable 1996
period, reflecting economies of scale resulting from
incremental revenue growth.

AMORTIZATION AND DEPRECIATION

  Amortization and depreciation for the third quarter of
1997 increased by approximately $1.2 million compared to the
same period in 1996.  This increase was primarily the result
of increased acquisition activity and increased customer
installation costs.

OPERATING LOSS

  The operating loss for the third quarter of 1997 increased
to approximately $1.9 million from $1.4 million in the
comparable 1996 period.  As a percent of total revenue, the
operating loss decreased to 20% for the third quarter of
1997 compared to 22% for the same period in 1996.  This
improvement reflects economies of scale resulting from
incremental revenues.

INTEREST EXPENSE

  Interest expense, net of interest income, for the three
months ended September 30, 1997 increased approximately $0.5
million over the comparable period in 1996. This increase is
the result of an increased outstanding balance under the
Company's revolving credit facility in the third quarter of
1997 compared to the third 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 DMP 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 DMP 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 DMP
and acquisition strategies, among other things.

  The Company entered into a new revolving credit facility
on April 15, 1997 providing for a two year, $60 million, non-
amortizing revolving loan agreement which converts to a five
year term loan. On August 22, 1997 the Company entered into
an Amendment to its revolving credit facility which allowed
the Company to increase its borrowing availability by $2.1
million in anticipation of the Mission West dividend
discussed below.  The Amendment terminated upon receipt of
the cash dividend from Mission West on October 21, 1997.  As
of September 30, 1997, the Company had $46.9 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.

  On October 31, 1997 The Company entered into a three year
interest rate swap agreement at 8.84%.  The Company fixed
$40 million out of $46.9 million outstanding under the
Company's revolving credit facility.

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

  Additionally, the Company has a total of $6.3 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 requires the Company
to make periodic principal and interest payments.

  The Company received a cash distribution of approximately
$2.2 million on October 21, 1997 from its minority
investment in 676,050 shares of common stock in Mission West
Properties.  (See Note 7 to condensed consolidated financial
statements.)

  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. The planned $0.8 million
expansion of the Company's central station was started in
early November, 1997, and is expected to be completed by
January, 1998.

  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 DMP.  In August 1997, the Company engaged an
investment bank to raise additional capital for the Company.
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 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 DMP and implement a cost reduction strategy to
the extent necessary to satisfy its obligations.

Liquidity.  During the first nine months of 1997 and 1996,
the Company's net cash used in operating activities was
approximately $4.9 million and $5.4 million, respectively.
The decrease was primarily the result of reduced DMP
installation costs, partially offset by working capital
changes.

   During the first nine months of 1997 and 1996, the
Company's net cash used in investing activities was
approximately $6.8 million and $1.6 million, respectively.
This increase was primarily the result of larger
acquisitions in the first nine months of 1997 compared with
1996 which were partially offset by cash received in the
Merger.

   During the first nine months of 1997 and 1996, the
Company's net cash provided by financing activities was
approximately $12.0 million and $6.0 million, respectively,
the increase of which was primarily the result of increased
borrowings under the revolving credit facility.

   During the first nine months of 1997 and 1996, the
Company had net losses of approximately $9.9 million and
approximately $6.4 million, respectively. During the three
months ended September 30, 1997 and 1996, the Company had
net losses of approximately $3.1 million and approximately
$2.2 million, respectively. As the Company continues to
internally generate new subscriber accounts through its DMP
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 September 30, 1997, the Company
had a working capital deficit of approximately $9.7 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) amounts
due to sellers, 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 6 - 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.

  The Company is in the process of reviewing "Year 2000"
issues.  Based on its review to date, it does not anticipate
incurring any significant costs associated with this issue.

                           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 10-Q

Exhibits
Number              Exhibit
               3.1  Amended and Restated Certificate of
               Incorporation, incorporated herein by
               reference to File No. 333-23307, Registration
               Statement on Form S-4 filed, March 14, 1997.
               
               10.1 Second Amended and Restated Term Loan
               and Acquisition Credit Agreement,
               incorporated herein by reference to File No.
               1-8138, Interim Report on Form 10-Q, filed
               August 14, 1997.
               
10.2           Note Payable Agreement, incorporated herein
               by reference to File No. 1-8138, Interim
               Report on Form 10-Q, filed August 14, 1997.

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

10.4           1997 Long Term Stock Incentive Plan,
               incorporated herein by reference to File No.
               333-23307, Registration Statement on Form S-
               4, Filed March 14, 1997.

10.5           First Amendment to Second Amended and
               Restated Term Loan and Acquisition Credit
               Agreement.

27.1           Financial data schedule

(b)  Reports on Form 8-K

  None.



                         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.

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

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