SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


( X )  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
        AND EXCHANGE ACT OF 1934.  For the  quarterly  period ended January 31,
        1998.

(   )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
        AND EXCHANGE ACT OF 1934.
        For the transition period from  ______________ to _____________.

Commission File Number: 0-21986

                            ABLE TELCOM HOLDING CORP.
             (exact name of registrant as specified in its charter)



                 Florida                                   65-0013218
     (State or other jurisdiction of                     (IRS Employer
      incorporation or organization)                  Identification No.)

      1601 Forum Place, Suite 1110,                          33401
         West Palm Beach, Florida                          (Zip Code)
 (address of principal executive offices)

                                   (561) 688-0400
                (Registrant's telephone number, including area code)


      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__

      As of March 23, 1998,  there were  9,364,824  shares,  par value $.001 per
share, of the Registrant's Common Stock outstanding.


<PAGE>

                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

                                                                        Page Number
<S>                                                                    <C>
Item 1.      Condensed Consolidated Financial Statements (Unaudited)

               Condensed Consolidated Balance Sheets -
                January 31, 1998 and October 31, 1997                       3

               Condensed Consolidated Statements of Operations -
                Three months ended January 31, 1998 and 1997                5

               Condensed Consolidated Statements of Cash
                Flows - Three months ended January 31, 1998 and 1997        6

               Notes to Condensed Consolidated Financial Statements - 
                January  31, 1998                                           7

Item 2.      Management's Discussion and Analysis of Financial
              Condition and Results of Operations                          13



                           PART II - OTHER INFORMATION

Item 2.      Changes in Securities and Use of Proceeds                     15

Item 6.      Exhibits and Reports on Form 8-K                              16

Signatures                                                                 16

</TABLE>

                                       2

<PAGE>

                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

Item 1.           Financial Statements

<TABLE>
<CAPTION>
                      Condensed Consolidated Balance Sheets

                                                 (Restated)
                                                 January 31,     October 31,
                                                     1998          1997
                                                -------------   -------------
                                                 (unaudited)      (Note)
<S>                                            <C>              <C>
Assets

Current assets:
  Cash and cash equivalents                       $ 3,971,821     $ 6,229,602
  Investments                                           ...             ...
  Accounts receivable, net                         15,314,102      13,399,327
  Inventories                                       1,156,152       1,257,218
  Costs and  profits in excess of billings on 
   uncompleted contracts                            4,774,002       5,614,813
  Prepaid expenses and other                          858,162         508,591
  Deferred income taxes                                   ...             ...
                                                -------------   -------------

   Total current assets                            26,074,239      27,009,551

Property and equipment, net                        15,045,638      13,113,638

Other assets:
  Deferred income taxes                             1,503,538         981,976
  Goodwill, net                                     8,200,422       8,341,064
  Other                                             1,378,451         899,765
                                                -------------   -------------

   Total other assets                              11,082,411      10,222,805

                                                -------------   -------------
   Total assets                                   $52,202,288     $50,345,994
                                                =============   =============

</TABLE>

Note: The balance sheet at October 31, 1997 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

See accompanying notes to condensed consolidated financial statements.

                                       3

<PAGE>

                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

<TABLE>
<CAPTION>
                 Condensed Consolidated Balance Sheets (Continued)

                                                 (Restated)
                                                 January 31,     October 31,
                                                     1998          1997
                                                -------------   -------------
                                                 (unaudited)      (Note)
<S>                                            <C>              <C>
Liabilities and Shareholders' Equity

Current liabilities:
  Current portion of long-term debt              $ 4,025,479     $ 3,154,428
  Notes payable - shareholders                           ...         875,000
  Accounts payable and accrued liabilities         9,220,304       8,418,323
  Billings in excess of costs and profits on 
   uncompleted contracts                             667,212         291,165
  Customer Deposits                                  102,709         229,721
                                                -------------   -------------

   Total current liabilities                      14,015,704      12,968,637

Long-term debt, excluding current portion         15,622,982      14,139,567
Other liabilities                                  1,277,866       1,277,866
                                                -------------   -------------

   Total liabilities                              30,916,552      28,386,070

Minority Interest                                     62,331             ...

Convertible,  redeemable  preferred stock,
  $.10 par value,  authorized 1,000,000
  shares; 442 and 995 shares issued and
  outstanding  at January  31, 1998 and
  October 31, 1997, respectively                   3,343,500       6,713,314


Shareholders' equity:
  Common  stock,  $.001  par  value,
   authorized 25,000,000  shares;  
   9,090,154  and  8,337,201 shares
   issued and  outstanding  at January
   31, 1998 and October 31, 1997, 
   respectively                                        9,090           8,579
  Additional paid-in capital                      18,809,605      15,095,863
  Retained earnings (deficit)                       (938,790)        142,168
                                                -------------   -------------

   Total shareholders' equity                     17,879,905      15,246,610
                                                -------------   -------------

   Total liabilities and shareholders' equity    $52,202,288     $50,345,994
                                                =============   =============
</TABLE>

Note: The balance sheet at October 31, 1997 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

See accompanying notes to condensed consolidated financial statements.

                                       4

<PAGE>

                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                  Condensed Consolidated Statements of Operations
                                   (unaudited)

                                          For the three months
                                            ended January  31,
                                    -----------------------------
                                       (Restated)
                                          1998          1997
                                          ----          ----

Revenues                              $ 22,267,800    $ 18,326,139
                                      ------------    ------------
Costs and expenses:
  Costs of revenues                     19,010,379      14,274,962
  General and administrative             3,196,294       1,910,110
  Depreciation and amortization          1,240,239         998,967
  Charges and 
   transaction/translation losses
   related to Latin American
   operations                              (15,429)            ...
                                      ------------    ------------

   Total costs and expenses             23,431,483      17,184,039
                                      ------------    ------------

   Income (loss) from operations        (1,163,683)      1,142,100
                                      ------------    ------------

Other expense (income):
  Interest expense                         275,611         379,902
  Interest and dividend income             (73,602)        (96,509)
  Other                                    (28,353)          8,789
                                      ------------    ------------
   Total other expense (income)            173,656         292,182
                                      ------------    ------------

Income (loss) before income taxes
 and minority interest                  (1,337,339)        849,918

       Income tax expense (benefit)       (521,562)        344,679
                                      ------------    ------------
Income (loss) before minority 
 interest                                 (815,777)        505,239

Minority interest                          111,221             ...
                                      ------------    ------------

Net income (loss)                         (926,998)        505,239

  Preferred stock dividends                 49,187          35,333
  Discount attributable to
   beneficial conversion                
   privilege of preferred stock            104,773         133,000
                                      ------------    ------------

Income (loss) applicable to common 
stock                                 $ (1,080,958)   $    336,906
                                      ============    ============

Income (loss) per common share:
  Basic (See Note 2)                  $       (.12)   $        .04
                                      ============    ============
  Diluted (See Note 2)                $       (.12)   $        .04
                                      ============    ============

See accompanying notes to condensed consolidated financial statements.

                                       5

<PAGE>
                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                  Condensed Consolidated Statements of Cash Flows
                                   (unaudited)

                                                   For the three months ended
                                                           January 31,
                                                   ----------------------------
                                                        1998            1997
                                                        ----            ----

Cash from operations                              $    (514,477)     $1,543,564

Investing Activities:
  Purchase of property and equipment                 (3,075,774)       (646,713)
  Cash acquired in acquisitions                             ...         403,617
  Cash paid in acquisitions                                 ...      (3,000,000)
    Sale of Investments                                     ...          22,944
                                                    -----------      ----------
       Net cash used by investing activities         (3,075,774)     (3,220,152)
                                                    -----------      ----------

Financing Activities:
  Payments on long-term debt                         (7,817,013)        (87,741)
  Proceeds from debt to finance acquisitions                ...      (6,256,136)
  Proceeds from long-term debt                       10,419,130       3,000,000
  Original discount on subordinated debt               (175,000)            ...
  Net proceeds from preferred stock offering                ...       2,177,800
   (Repayments) proceeds from notes payable - 
   shareholders                                        (949,333)      5,664,148
  Proceeds from the exercise of stock options            62,990        (250,000)
  Dividends Paid                                        (49,570)            ...
  Distributions to minority interests                  (159,971)            ...
  Other                                                   1,237             ...
                                                    -----------      ----------
       Net cash provided by financing activities      1,332,470       4,248,071
                                                    -----------      ----------

Increase (decrease) in cash and cash equivalents   $ (2,257,781)    $ 2,571,483
                                                    ===========      ==========

See accompanying notes to condensed consolidated financial statements.

                                       6

<PAGE>

                Notes to Condensed Consolidated Financial Statements

                                January 31, 1998

1.    Basis of Presentation

      The accompanying unaudited condensed consolidated financial statements
      have been prepared in accordance with generally accepted accounting
      principles for interim financial information and with the instructions to
      Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
      include all of the information and footnotes required for complete
      financial statements. In the opinion of management, all adjustments
      necessary for a fair presentation of the results for the interim periods
      presented have been included. Such adjustments consist of normal recurring
      accruals and those adjustments recorded to reflect the impact of currency
      devaluations on the Company's operations in Venezuela during fiscal years
      1998 and 1997.

      These results have been determined on the basis of generally accepted
      accounting principles and practices applied consistently with those used
      in the preparation of the Company's Annual Report on Form 10-K for the
      year ended October 31, 1997. Operating results for the three months ended
      January 31, 1998 are not necessarily indicative of the results that may be
      expected for the year ended October 31, 1998.

      The accompanying condensed consolidated financial statements should be
      read in conjunction with the consolidated financial statements and notes
      thereto included in the Company's 1997 Annual Report on Form 10-K.

      Certain items in the condensed consolidated financial statements for the
      interim periods ended January 31, 1997 have been reclassified to conform
      with the current presentation.

2.    Acquisition

      On December 2, 1996, the Company, through a wholly owned subsidiary,
      acquired all the outstanding common stock of Dial Communications, Inc.
      ("Dial"). As consideration, the Company paid $3,000,000 in cash, issued
      108,489 shares of common stock and issued an $892,000 promissory note. The
      acquisition was accounted for using the purchase method of accounting and
      approximately $1,500,000 of goodwill was recorded which will be amortized
      over 20 years. The results of operations of Dial have been included since
      the date of acquisition. The cash component of the purchase was funded in
      part from the Company's line of credit and the remainder through a
      $1,900,000 Term Loan from a bank. On July 15, 1997 this initial debt was
      repaid with a $2,982,000 Term Note.

                                       7

<PAGE>

          Notes to Condensed Consolidated Financial Statements (Continued)

                                January 31, 1998

      The pro forma unaudited results of operations for the three months ended
      January 31, 1998 and 1997, assuming consummation of the purchase at the
      beginning of the respective periods, are as follows:

                                     For the three months
                                       ended January 31,
                                  ---------------------------
                                   (Restated)
                                      1998           1997
                                      ----           ----

      Revenues                 $22,267,800    $19,163,658
      Net income (loss)        $  (926,998)   $   528,402
      Net income (loss) per
      common share and common
      equivalent share         $      (.12)   $       .06

      The unaudited pro forma information does not purport to be indicative of
      the results of operations which would have resulted had the acquisition
      been consummated at the date assumed.

3.    Borrowings

      On June 1, 1997 the Company entered into a $6,000,000 Line of Credit
      Facility (the "Line of Credit'). The Line of Credit is payable on March 1,
      1998 with interest payable monthly and contains covenants which require,
      among other conditions, that the Company maintain certain tangible net
      worth, working capital and debt service coverage. The Line of Credit is
      collateralized by all real and personal property of the Company. The
      proceeds of the Line of Credit were used to repay existing debt, purchase
      assets and for working capital needs.

      Effective January 6, 1998 the Company issued $10,000,000 principal amount
      of unsecured subordinated debt and detachable warrants to purchase 409,505
      shares of common stock at a price of $8.25 per share. The subordinated
      debt accrues interest at 12% payable semi-annually in arrears. Equal
      principal payments are due in January 2004 and 2005 giving the notes an
      average life of 6.5 years. The subordinated debt agreement contains
      covenants which require, among other conditions, that the Company maintain
      certain tangible net worth, minimum fixed charge coverage and limitations
      on total debt. The proceeds were used for current working capital needs,
      to pay off existing debt and to provide liquidity to finance growth and
      certain expenditures, including acquisitions, associated with the
      Company's overall strategic plan.

      In conjunction with the subordinated debt issue, the Company has obtained
      and signed a commitment letter with a financial institution for a
      $30,000,000 three year senior secured revolving credit facility (the
      "Credit Facility") with a $2,000,000 sub-limit for the issuance of standby
      letter(s) of credit. The Credit Facility will allow the Company to select
      an interest rate based on the prime rate or on LIBOR (1, 2, 3 or 6
      months), in each case plus an applicable margin, with respect to each draw
      it makes thereunder. Interest will be payable monthly in arrears on base
      rate advances and at the expiration of each interest period for LIBOR
      advances.

                                       8

<PAGE>

          Notes to Condensed Consolidated Financial Statements (Continued)

      The Credit Facility will contain certain covenants which require, among
      other conditions, that the Company maintain certain tangible net worth,
      minimum fixed charge coverage and limitations on total debt, and will be
      secured by a perfected first priority security interest on all tangible
      assets of the Company. The proceeds of the Credit Facility will be used to
      finance working capital requirements and for other general corporate
      purposes, including acquisitions and equipment capital expenditures
      associated with the Company's overall strategic plan. The Company is
      currently negotiating an extension of the due date of the existing Line of
      Credit until the new Credit Facility is in place.

      The classification of debt in the consolidated balance sheet reflects the
      effects of the above mentioned financing transactions.

4.    Preferred Stock

      Effective December 20, 1996, the Company completed a private placement of
      1,000 shares of $.10 par value, Series A Convertible Preferred Stock (the
      "Preferred Stock") and warrants to purchase 200,000 shares of the
      Company's common stock at $9.82 per share. Gross proceeds from the
      offering totaled $6,000,000. Each share of Preferred Stock is convertible
      into shares of the Company's common stock after April 30, 1997 at the
      lesser of $9.82 per share or at a discount (increasing to a maximum of 20%
      for conversions after December 20, 1997) of the average closing bid price
      of a share of common stock for three days preceding the date of
      conversion. The Company is recognizing the discount attributable to the
      beneficial conversion privilege of approximately $1,300,000 by accreting
      the amount from the date of issuance through December 20, 1997 as an
      adjustment of net income attributable to common shareholders. Such
      adjustment totaled $104,773 for the first quarter ended January 31, 1998.
      This accretion adjustment, which also represents the amount needed to
      accrete to the redemption value of the Preferred Stock for the period
      ended January 31, 1998, was recorded as a charge to accumulated deficit
      and accompanying credit to the Preferred Stock. The Preferred Stock
      accrues dividends at an annual rate of 5%, payable quarterly in arrears in
      cash or through a dividend of additional shares of Preferred Stock. The
      warrants are exercisable during the four year period commencing on the
      first anniversary of the private placement, provided that for each share
      of Preferred Stock which is converted prior the one year anniversary of
      the placement, warrants to purchase 200 shares of common stock are
      forfeited.

      During the quarter ended January 31, 1998, 553 shares of Preferred Stock
      were converted into an aggregate of 499,301 shares of common stock and
      106,800 warrants were forfeited. On January 31, 1998, there were 92,200
      warrants outstanding. Upon the occurrence of certain events the Company
      may be required to redeem the Preferred Stock at a price equal to the
      liquidation preference, plus any accrued and unpaid dividends, plus an
      amount determined by formula. Proceeds from the private placement were
      used to repay certain debt outstanding at October 31, 1996, including a
      $1,869,050 note payable to the sellers of H.C. Connell, Inc. ("Connell")
      acquired by the Company on December 8, 1995, a $250,000 note payable to a
      director, and $2,015,895 due the former principals of Georgia Electric
      Company ("GEC"), representing undistributed S corporation profits existing
      at the date of acquisition of GEC.

                                       9

<PAGE>

          Notes to Condensed Consolidated Financial Statements (Continued)

5.    Stock Option Plan

      In October 1995, the FASB issued SFAS No. 123 "Accounting for Stock Based
      Compensation", which was effective for the Company beginning November 1,
      1996. SFAS No. 123 requires expanded disclosures of stock based
      compensation arrangements with employees and encourages compensation cost
      to be measured based on the fair value of the equity instrument. Under
      SFAS No. 123, companies are permitted to continue to apply Accounting
      Principles Board ("APB") Opinion No. 25 "Accounting for Stock Issued to
      Employees", which recognizes compensation cost based on the intrinsic
      value of the equity instrument awarded. The Company has elected to
      continue to apply APB Opinion No. 25, and related Interpretations in
      accounting for its employee stock options because the alternative fair
      value accounting provided for under SFAS No. 123 requires use of option
      valuation models that were not developed for use in valuing employee stock
      options. Under APB 25, to the extent the exercise price of the Company's
      employee stock options equals the market price of the underlying stock on
      the date of grant, no compensation expense is recognized. The following is
      the pro forma effect on net income and earnings per share as if the
      Company had adopted the expense recognition requirement of SFAS No. 123.

                                        Quarter ended January 31,
                                      (Restated)
                                         1998                1997
                                         ----                ----
             Proforma net
             income (loss)       $      (954,774)  $         505,239

             Proforma earnings
             (loss) Per share
               Primary                      (.11)             (.06)
               Fully diluted                (.11)             (.06)

      Under the Company's 1995 Stock Option Plan, up to 550,000 shares of the
      Company's common stock are available for issuance pursuant to the grant of
      stock options.

                                       10

<PAGE>

          Notes to Condensed Consolidated Financial Statements (Continued)

6.    Industry and Geographic Area Segment Information

      The Company currently operates primarily in two industry segments:
      telecommunication network services and traffic management systems and
      devices. Traffic management operations are conducted in the United States
      while telecommunication network services are conducted both in the United
      States and Latin America (mainly in Venezuela and Brazil). Revenues,
      (loss) income from operations, identifiable assets, capital expenditures
      and depreciation and amortization pertaining to the industries and
      geographic areas in which the Company operates are presented below.

<TABLE>
<CAPTION>
                                                    For the three months ended January 31,
                                                 (Restated)
           Industry Segments                        1998          1997         1996
                                                    ----          ----         ----
<S>                                            <C>            <C>           <C> 
           Revenues:
              Traffic management operations    $  10,781,327  $ 10,000,229  $   5,812,978
              Telecommunication network    
               services                           11,486,473     8,325,910      5,765,398
                                                ------------  ------------  -------------
                  Total                        $  22,267,800  $ 18,326,139  $  11,578,375
                                                ============   ===========   ============

           Income (loss) from operations:
              Traffic management operations    $    (150,486) $    629,022  $     (85,183)
              Telecommunication network 
               services                           (1,186,853)      220,896       (951,123)
                                                ------------  ------------  -------------
                  Total                        $  (1,337,339) $    849,918  $   1,036,306
                                                ============   ===========   ============

           Identifiable Assets:
              Traffic management operations    $  28,561,754  $ 25,140,056  $  20,196,358
              Telecommunication network   
               services                           23,640,534    19,914,934     16,260,705
                                                ------------  ------------  -------------
                  Total                        $  52,202,288  $ 45,054,990  $  36,457,063
                                                ============   ===========   ============

           Capital Expenditures:
              Traffic management operations    $     421,072  $    394,445  $     274,097
              Telecommunication network   
               services                            1,404,702       252,268        182,731
                                                ------------  ------------  -------------
                  Total                        $   1,825,774  $    646,713  $     456,828
                                                ============   ===========   ============

           Depreciation and amortization:
              Traffic management operations    $     510,913  $    385,024  $     260,016
              Telecommunication network
               services                              729,326       613,943        303,342
                                                ------------  ------------  -------------
                  Total                        $   1,240,239  $    998,967  $     563,358
                                                ============   ===========   ============

           Geographic Areas
           Revenues:
              United States                    $  20,981,423  $ 17,642,816  $  10,331,702
              Latin America                        1,286,377       683,323      1,246,673
                                                ------------  ------------  -------------
                  Total                        $  22,267,800  $ 18,326,139  $  11,578,375
                                                ============   ===========   ============

           Income (loss) from operations:
              United States                    $  (1,426,112) $    936,017  $    (114,121)
              Latin America                           88,773       (86,099)      (922,185)
                                                ------------  ------------  -------------
                  Total                        $  (1,337,339) $    849,918  $  (1,036,306)
                                                ============   ===========   ============

                                       11

<PAGE>

           Identifiable Assets:
              United States                    $  49,073,859  $ 42,333,448  $  30,943,500
              Latin America                        3,128,429     2,721,542      5,513,563
                                                ------------  ------------  -------------
                  Total                        $  52,202,288  $ 45,054,990  $  36,457,063
                                                ============   ===========   ============
</TABLE>

7.    Earnings Per Share

      In February 1997, the FASB issued SFAS No. 128 "Earnings per Share" which
      changes the method of calculating earnings per share and was effective for
      the Company in the quarter ended January 31, 1998. All periods presented
      has been restated in accordance with the provisions of SFAS No. 128.

      The following is a reconciliation of the numerators and denominators of
      the basic and diluted per share computation as required by SFAS No. 128.

                                          For the three months ended,
                                    ------------------------------------
                                        (Restated)
                                     January 31, 1998    January 31, 1997
      Net income available to
      common  stockholders
      (numerator)                      $  (1,080,958)  $     336,906

      Weighted-average number
      of common shares
      (denominator)                        8,759,300       8,252,318

      Earnings per common 
      share - basic                             (.12)           0.04

      Weighted-average number
      of common shares                     8,759,300       8,252,318
      (denominator)

      Common stock
      equivalents arising 
      from stock options                      66,062         186,956

      Total shares
      (denominator)                        8,825,362       8,439,274

      Earnings per common    
      share - diluted                           (.12)           0.04

                                       12

<PAGE>

          Notes to Condensed Consolidated Financial Statements (Continued)

8.    Litigation

      In July 1997, the Company terminated the employment of William J.
      Mercurio, the Company's former Chief Executive Officer and Chief Financial
      Officer. On July 31, 1997, Mr. Mercurio filed a lawsuit in Palm Beach
      County Circuit Court naming the Company as a defendant and alleging that
      the Company breached an employment agreement and a stock option agreement
      to which he and the Company were parties. The complaint seeks damages and
      specific performance under the employment agreement and stock option
      agreement. The Company intends vigorously to defend itself and prove that
      its actions in terminating Mr. Mercurio's employment were proper and
      justified under the terms of his employment agreement.

      Additionally, the Company is party from time to time to various legal
      proceedings. In the opinion of management, none of these proceedings are
      expected to have a material impact on the Company's financial position or
      results of operations.

9.    Other Subsequent Events

      In November 1997, the Company signed a definitive agreement with COMSAT
      RSI JEFA Wireless Systems ("JEFA") to acquire (the "JEFA Acquisition")
      certain assets and assume certain liabilities of JEFA's intelligent
      traffic systems and wireless infrastructure and services business. On
      February 25, 1998, the transaction was completed and the Company acquired
      assets valued at approximately $12 million and assumed existing contracts
      with remaining revenue of approximately $20 million.

10.   Restatement of Quarterly Amounts

      Quarterly amounts have been adjusted from amounts previously reported by
      the Company in their quarterly filings with the SEC for adjustments
      related to a) the beneficial conversion feature associated with the Series
      B Preferred Stock; b) the recognition of certain contract revenues; and c)
      several adjustments for depreciation and miscellaneous accruals.

                                       13

<PAGE>

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

The following discussion and analysis relates to the financial condition and
results of operations of the Company for the three months ended January 31, 1998
and 1997. This information should be read in conjunction with the Company's
condensed consolidated financial statements appearing elsewhere in this
document. Except for historical information contained herein, the matters
discussed below contain forward looking statements that involve risks and
uncertainties, including but not limited to economic, competitive, governmental
and technological factors affecting the Company's operations, markets and
profitability.

Results of Operations

The following table sets forth, for the periods indicated, selected elements of
the Company's condensed consolidated statements of operations as a percentage of
its revenues.

                                        For the three months ended
                                                January 31,
                                     ----------------------------------
                                            (Restated)
                                               1998             1997
                                               ----             ----

      Revenues                                  100 %         100.00%
                                        --------------    --------------

      Cost of revenues                         85.4 %           78.0%
      General and administrative               14.4 %           10.4%
      Depreciation and amortization             5.5 %            5.5%
      Charges and
       transaction/translation
       losses relating to Latin    
       American operations                      (.1)%            0.0%
      Income (loss) from operations            (5.2)%            6.2%
      Interest expense and other                1.0 %            2.1%
      Net income (loss)                        (4.2)%            2.8%

The Company reported a net loss for the first quarter ended January 31, 1998,
before a reduction for the non-cash charge for the discounted conversion of the
Company's convertible preferred stock (the accretive dividend) issued in
December of 1996, of ($978,185) or ($.11) per share compared to net income of
$469,906 or $.06 per share for the same period in 1997. These amounts are after
a deduction for preferred stock dividends paid of $49,187 in the quarter ended
January 31, 1998, and $35,333 for the quarter ended January 31, 1997. The
reportable income was further reduced by the accretive dividend charge totaling
$104,773 for the three months ended January 31, 1998, and $133,000 for the same
period in the prior year.

Revenues for the quarter ended January 31, 1998 increased $3,941,661 to
$22,267,800 compared to revenues of $18,326,139 for the same period in 1997. The
acquisition of Dial Communications, Inc. ("Dial") in December 1996 accounted for
approximately $1,004,230 of the increase for the three month period ended
January 31, 1998. The remaining increases in revenue for the first quarter were
generated from increased demand for services from the Company's other
subsidiaries.

Cost of revenues increased during the first quarter to 85.4% of revenues from
78.00% of revenues for the same period in 1997. This is primarily a reflection
of the impact on labor productivity and cost increase incurred due to the
inclement weather experienced in the quarter ended January 31, 1998 and its
impact on estimates of cost to complete on existing contracts. These cost
increases are largely due to the decreased productivity levels being experienced
due to the existing ground conditions.

General and administrative expense during the quarter ended January 31, 1998
increased $1,286,184 from $1,910,110 in 1997 to $3,196,294 in 1998.
Approximately $318,191 of the increase in general and administrative expenses
for the quarter ended January 31, 1998 is attributable to the assimilation of
the Dial acquisition. The remaining increase in general and administrative
expenses resulted from the infrastructure growth relating to the business
expansion experienced in fiscal year 1997.

                                       14

<PAGE>

The decrease in interest expense during the quarter ending January 31, 1998
reflects the change in cash management associated with use of the revolving line
of credit and the payment of term debt.

Depreciation and amortization expense increased $241,272 for the quarter ended
January 31, 1998 from the corresponding period in 1997. The Dial acquisition
represents approximately $80,000 of the total increase for the quarter. The
remaining increase resulted from the continuing improvement and updating of the
Company's equipment.

Other income and expense for the quarter ended January 31, 1998 includes a
recapture of $100,495 associated with the settlement of litigation cost
previously expensed.

Income tax expense (benefit) for the quarters ended January 31, 1998 and 1997
differ from the amounts that would result from applying federal and state
statutory tax rates to pre-tax income (loss) primarily due to nondeductible
goodwill, losses from foreign operations and the recalculation of other deferred
tax items from prior years based on current facts and circumstances.

                                       15

<PAGE>

Liquidity and Capital Resources

Cash and cash equivalents were $3,971,821 at January 31, 1998 compared to
$5,838,644 at October 31, 1997. The decrease in cash during the first three
months of 1998 primarily resulted from the repayment of indebtedness and the
$1,250,000 acquisition cost of real property in connection with the settlement
of litigation.

Effective January 6, 1998, the Company issued $10 million principal amount of
12% Senior Subordinated Notes due January 6, 2005 (the "Notes") with detachable
warrants to purchase 409,505 shares of common stock at a price of $8.25 per
share. Interest under the Notes is payable semi-annually in arrears. Equal
principal payments are due in January 2004 and 2005 giving the Notes an average
life of 6.5 years. The agreement pursuant to which the Notes were issued
contains covenants which require, among other conditions, that the Company
maintain certain tangible net worth, minimum fixed charge coverage and
limitations on total debt, and which limit the Company's ability to pay
dividends and make certain other payments, make investments and sell assets or
subsidiaries. The proceeds from issuance of the Notes were used for current
working capital needs, to pay off existing debt and to provide liquidity to
finance growth and certain expenditures, including acquisitions, associated with
the Company's overall strategic plan.

In addition to the Notes, the Company currently has outstanding $7,499,245 of
secured indebtedness, including a $6 million line of credit which became payable
on March 1, 1998. The Company has obtained an extension of the maturity date of
the line of credit pending completion of negotiations with the lender for
additional financing. The Company requires additional financing to satisfy the
line of credit and to fund capital expenditures and operating requirements in
connection with the growth of its businesses. Further, the Company requires
additional financing to pursue acquisitions, a component of its business
strategy.

Accordingly, the Company has been in negotiations with its secured lender
regarding additional financing and during February, 1998, signed a commitment
letter pursuant to which up to $30 million of secured revolving credit (the
"Credit Facility") would be made available to the Company for a term of three
years. The Company expects that the Credit Facility will allow it to select an
interest rate based on the prime rate or on LIBOR (1, 2, 3 or 6 months), in each
case plus an applicable margin, with respect to each draw it makes under the
Facility. The Credit Facility will be secured by a first lien on all of the
Company's real property and tangible assets, and will contain covenants which
will, among other things, require the Company to maintain a certain net worth
and fixed charge coverage and place limitations on the amount of total debt and
additional indebtedness which the Company may incur, the Company's ability to
pay dividends or make certain other payments, and the Company's ability to make
investments and sell assets.

The Company currently intends to limit the total available financing under the
Credit Facility to $25 million, and plans to use the proceeds of borrowings
under the Credit Facility to refinance its existing secured indebtedness
(including its $6 million line of credit), to finance working capital
requirements of existing and acquired businesses, to fund acquisitions and
capital expenditures and for other general corporate purposes. Upon completion
of the Credit Facility financing on the terms generally described above and as
otherwise currently contemplated by the Company, the Company expects that its
cash on hand and available borrowing capacity under the Credit Facility will be
sufficient to fund its capital requirements for the next twelve months. There
can be no assurance, however, that the Company will not experience adverse
operating results or other factors which could materially increase its cash
requirements.

                                       16

<PAGE>

                           PART II - OTHER INFORMATION

Item 2.           Changes in Securities and Use of Proceeds

Effective as of January 6, 1998, the Company issued $10 million principal amount
of 12% Senior Subordinated Notes due January 5, 2005 and warrants (the
"Warrants") to purchase 409,505 shares of its common stock at an exercise price
of $8.25 per share. The Warrants become exercisable on January 6, 1999 and
expire on January 6, 2003. The Warrants were issued to John Hancock Mutual Life
Insurance Company (266,178 shares), Signature 1A (Cayman), Ltd. (122,852
shares), and John Hancock Variable Life Insurance Company (20,475 shares). While
the Warrants were issued together with the Notes for aggregate consideration
equal to the face amount of the Notes, the Company booked an original issue
discount on the Notes of $175,000 relating to the issuance of the Warrants,
which the parties agreed represented the fair market value of the Warrants. The
Warrants were issued without registration under the Securities Act of 1933 in
reliance upon the exemption contained in Section 4(2) thereof for transactions
not involving a public offering.

On December 3, 1997, the Company issued 165,122 shares of common stock to CS
First Boston Corp. upon conversion of 184 shares ($1,104,000 aggregate
liquidation preference) of the Company's outstanding Series A Convertible
Preferred Stock. On December 3, 1997, the Company issued 314,092 shares of
common stock to Silverton International Fund Limited upon conversion of 350
shares ($2,100,000 aggregate liquidation preference) of the Series A Convertible
Preferred Stock. On January 21, 1998, the Company issued 20,087 shares of common
stock to Proprietary Convertible Investment Group, Inc., an affiliate of CS
First Boston, upon conversion of 19 shares ($114,000 aggregate liquidation
preference) of the Series A Convertible Preferred Stock. The Company received no
additional consideration in connection with such conversions.

Item 6.           Exhibits and Reports on Form 8-K

             a)    Exhibits

Exhibit No. Description

  2.1       Asset Purchase Agreement, dated November 26, 1997, among Able Telcom
            Holding Corp., Georgia Electric Company, Transportation Safety
            Contractors, Inc., COMSAT RSI Acquisition, Inc. and COMSAT
            Corporation (1)

  3.1       Articles of Incorporation (as amended) (2) (3)

  3.2       Bylaws (as amended) (2)

  4.2       Specimen Common Stock Certificate (2)

  4.3       Specimen Series A Preferred Stock Certificate (4)

  4.4       Form of Warrant issued to purchasers of Series A Preferred Stock (3)

 10.25      Securities Purchase Agreements, dated as of January 6, 1998, between
            Able Telcom Holding Corp. and each of the Purchasers named therein
            (5)

      (1)   Previously filed as an exhibit to the Company's Current Report on
            Form 8-K, dated February 25, 1998, and incorporated herein by
            reference.

      (2)   Previously filed as an exhibit to the Company's Registration
            Statement on Form S-1 (Reg. No. 33-65854), declared effective by the
            Commission on February 26, 1994, and incorporated herein by
            reference.

      (3)   Previously filed as an exhibit to the Company's Current Report on
            Form 8-K, dated December 20, 1996, and incorporated herein by 
            reference.

      (4)   Previously filed as an exhibit to the Company's Annual Report on
            Form 10-K for the fiscal year ended October 31, 1996, and
            incorporated herein by reference.

      (5)   Previously filed as an exhibit to the Company's Annual Report on
            Form 10-K for the Fiscal year ended October 31, 1997, and
            incorporated herein by reference.

                                       17

<PAGE>

             b)    Reports on Form 8-K

               No Reports on Form 8-K were filed during the period.

                                   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.


                                          ABLE TELCOM HOLDING CORP.


March 16, 1999                            By:  /s/ Michael F. Arp
                                               -------------------------------
                                               Michael F. Arp
                                               Financial Vice President
                                               (Principal Accounting Officer

                                       18

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.       Description

  2.1           Asset Purchase Agreement, dated November 26, 1997, among Able
                Telcom Holding Corp., Georgia Electric Company, Transportation
                Safety Contractors, Inc., COMSAT RSI Acquisition, Inc. and
                COMSAT Corporation (1)

  3.1           Articles of Incorporation (as amended) (2) (3)

  3.2           Bylaws (as amended) (2)

  4.2           Specimen Common Stock Certificate (2)

  4.3           Specimen Series A Preferred Stock Certificate (4)

  4.4           Form of Warrant issued to purchasers of Series A Preferred
                Stock (3)

 10.25          Securities Purchase Agreements, dated as of January 6, 1998,
                between Able Telcom Holding Corp. and each of the Purchasers
                named therein (5)

      (1)   Previously filed as an exhibit to the Company's Current Report on
            Form 8-K, dated February 25, 1998, and incorporated herein by
            reference.

      (2)   Previously filed as an exhibit to the Company's Registration 
            Statement on Form S-1 (Reg. No. 33-65854), declared effective by the
            Commission on February 26, 1994, and incorporated herein by
            reference.

      (3)   Previously filed as an exhibit to the Company's Current Report on
            Form 8-K, dated December 20, 1996, and incorporated herein by
            reference.

      (4)   Previously filed as an exhibit to the Company's Annual Report on
            Form 10-K for the fiscal year ended October 31, 1996, and
            incorporated herein by reference.

      (5)   Previously filed as an exhibit to the Company's Annual Report on
            Form 10-K for the fiscal year ended October 31, 1997, and
            incorporated herein by reference.