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 AND EXCHANGE ACT OF 1934


                  FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1999

                                       OR

             [ ] 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 OF OTHER JURISDICTION OF                    (IRS EMPLOYER
   INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)

        1601 FORUM PLACE
            SUITE 1110
      WEST PALM BEACH, FLORIDA                            33401
 --------------------------------------                 ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

                                 (561) 688-0400
               --------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 NOT APPLICABLE
              ---------------------------------------------------
             (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                         IF CHANGED SINCE LAST REPORT)

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 June 11, 1999, there were 11,754,593 shares, par value $.001 per share, of
the Registrant's Common Stock outstanding.


<PAGE>

                   ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                             PAGE
                                                                            NUMBER
                                                                            ------
<S>                                                                         <C>
PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

             Condensed Consolidated Balance Sheets as of April 30, 1999
               (Unaudited) and October 31, 1998............................... 3

             Condensed Consolidated Statements of Operations (Unaudited)
               for the three months and six months
               ended April 30, 1999 and 1998.................................. 4

             Condensed Consolidated Statements of Comprehensive Income
               (Unaudited) for the three months and six months
               ended April 30, 1999........................................... 5

             Condensed Consolidated Statements of Cash Flows (Unaudited)
               for the six months ended April 30, 1999 and 1998............... 6

             Notes to Condensed Consolidated Financial Statements (Unaudited). 7

     Item 2. Management's Discussion and Analysis of Financial Condition and
               Results of Operations......................................... 14

     Item 3. Quantitative and Qualitative Disclosures about Market Risk...... 21

PART II. OTHER INFORMATION

     Items 1, 4 and 5 - Not Applicable

     Item 2. Changes in Securities and Use of Proceeds....................... 21

     Item 3. Defaults Upon Senior Securities................................. 23

     Item 6. Exhibits and Reports on Form 8-K................................ 24

SIGNATURES................................................................... 31
</TABLE>

                                        2

<PAGE>

PART I.          FINANCIAL INFORMATION

ITEM 1.          FINANCIAL STATEMENTS


                   ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                                                                           APRIL 30,           OCTOBER 31,
                                                                                             1999                1998(1)
                                                                                          ----------           ----------
                                                                                          (Unaudited)
<S>                                                                                       <C>                  <C>
ASSETS
Currents Assets:
   Cash and cash equivalents.........................................................     $ 31,223               $ 13,544
   Accounts receivable, net..........................................................       79,699                 64,159
   Costs and profits in excess of billings on uncompleted contracts..................       74,441                105,478
   Prepaid expenses and other current assets.........................................       14,372                  2,641
                                                                                          --------               --------
        Total current assets.........................................................      199,735                185,822
                                                                                          --------               --------
Property and equipment, net..........................................................       29,629                 32,074
                                                                                          --------               --------
Other assets:
   Goodwill, net.....................................................................       29,217                 31,374
   Assets held for sale..............................................................       12,750                 38,750
   Other non-current assets..........................................................        6,145                  2,740
                                                                                           -------               --------
        Total other assets...........................................................       48,112                 72,864
                                                                                          --------               --------
        Total assets.................................................................     $277,476               $290,760
                                                                                          ========               ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Current portion of long-term-debt.................................................     $  3,278                $15,047
   Accounts payable and accrued liabilities..........................................       50,824                 62,558
   Billings in excess of costs and profits on uncompleted contracts..................       69,661                 82,829
   Stock appreciation rights payable.................................................        2,931                   --
                                                                                          --------               --------
        Total current liabilities....................................................      126,694                160,434
   Long-term debt, non-current portion...............................................       79,324                 76,047
   Advances from WorldCom............................................................       32,000                   --
   Other non-current liabilities.....................................................        6,466                  2,737
                                                                                          --------               --------
        Total liabilities............................................................      244,484                239,218
Contingencies.
Series B Preferred Stock, $.10 par value; aggregate liquidation value of
     $3,895,000 and $17,820,000; 4,000 shares authorized;
     779 and 3,564 shares issued and outstanding.....................................        2,455                 11,325
Shareholders' Equity:
   Common stock, $.001 par value, authorized 25,000,000 shares; 11,756,593 and
    11,065,670 shares issued and outstanding,
    respectively.....................................................................           12                     11
   Additional paid-in capital........................................................       44,810                 35,164
   Senior Note Warrants..............................................................        1,244                  1,244
   Series B Preferred Stock Warrants.................................................        5,400                  5,400
   WorldCom Stock Options............................................................          --                   3,490
   WorldCom Phantom Stock............................................................          606                    606
   Retained earnings (deficit).......................................................      (21,610)                (5,698)
   Accumulated other comprehensive income............................................           75                   --
                                                                                          --------               --------
    Total shareholders' equity.......................................................       30,537                 40,217
                                                                                          --------               --------
        Total liabilities and shareholders' equity...................................     $277,476               $290,760
                                                                                          ========               ========
</TABLE>

(1)  The balance sheet at October 31, 1998 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 notes to condensed consolidated financial statements.

                                        3

<PAGE>

                   ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                   FOR THE THREE MONTHS                 FOR THE SIX MONTHS
                                                                      ENDED APRIL 30,                     ENDED APRIL 30,
                                                               ---------------------------         --------------------------
                                                                   1999             1998              1999             1998

<S>                                                            <C>                <C>              <C>               <C>
Revenue:
  Construction and maintenance ............................     $  88,760         $ 34,552         $ 180,537         $ 56,820
  Conduit                                                          35,721               --            35,721               --
                                                                ---------         --------         ---------         --------
           Total revenue                                          124,481           34,552           216,258           56,820
Costs and expenses:
      Construction and maintenance ........................        77,584           24,612           153,830           43,607
      Costs of conduit ....................................        34,673               --            34,673               --
      General and administrative expense ..................         7,605            6,169            15,440            9,365
      Impairment of intangible assets .....................         1,319               --             1,319               --
      Depreciation and amortization expense ...............         2,764            1,591             5,097            2,832
                                                                ---------         --------         ---------         --------

           Total costs and expenses .......................       123,945           32,372           210,359           55,804
                                                                ---------         --------         ---------         --------

Income from operations ....................................           536            2,180             5,899            1,016
                                                                ---------         --------         ---------         --------

Other income (expense):
          Interest expense ................................        (2,210)            (276)           (4,689)            (788)
          Change in value of stock appreciation rights ....         6,409               --             2,981               --
          Other ...........................................          (680)            (179)             (811)             159
                                                                ---------         --------         ---------         --------
           Total other income (expense) ...................         3,519             (455)            (2,519)            (629)

Income before income taxes, minority interest
  and extraordinary item...................................         4,055            1,725             3,380              387
Provision for income taxes ................................         2,048              673             1,880              151
                                                                ---------         --------         ---------         --------
Income before minority interest and extraordinary item ....         2,007            1,052             1,500              236
Minority interest .........................................           125              185               199              296
                                                                ---------         --------         ---------         --------
Income (loss) before extraordinary item ...................         1,882              867             1,301              (60)
Extraordinary loss on the early extinguishment
  of debt, net of tax of $1,226 ...........................         1,841               --             1,841               --
                                                                ---------         --------         ---------         --------
Net income (loss) .........................................            41              867              (540)             (60)
Preferred stock dividends .................................           (64)             (29)             (244)             (78)
Redemption of 2,785 shares of Series B Preferred Stock ....        (9,899)              --            (9,899)              --
Value assigned to Series B Preferred
  Stock Warrant modifications .............................        (1,894)              --            (1,894)              --
Discount attributable to beneficial conversion
  privilege of preferred stock ............................        (3,335)              --            (3,335)            (105)
                                                                ---------         --------         ---------         --------
Income (loss) applicable to common stock ..................     $ (15,151)        $    838         $ (15,912)        $   (243)
                                                                =========         ========         =========         ========

Weighted average shares outstanding:
     Basic.................................................   11,717,244         9,480,335        11,709,839        9,192,508
     Diluted...............................................   11,717,244         9,588,747        11,709,839        9,192,508
Income (loss) per share (see Note 6):
     Basic:
       Income (loss) before extraordinary item.............        $0.16             $0.09             $0.11           $(0.01)
       Extraordinary loss on the early extinguishment
         of debt, net of tax of $1,226.....................        (0.16)              --              (0.16)             --
       Net income (loss)...................................         0.00              0.09             (0.05)           (0.01)
       Income (loss) applicable to common stock............        (1.29)             0.09             (1.36)           (0.03)
     Diluted:
       Income (loss) before extraordinary item.............        $0.16             $0.09             $0.11           $(0.01)
       Extraordinary loss on the early extinguishment
         of debt, net of tax of $1,226.....................        (0.16)              --              (0.16)             --
       Net income (loss)...................................         0.00              0.09             (0.05)           (0.01)
       Income (loss) applicable to common stock............        (1.29)             0.09             (1.36)           (0.03)

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

                                        4
<PAGE>

                   ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                    FOR THE THREE MONTHS      FOR THE SIX MONTHS
                                                                       ENDED APRIL 30,         ENDED APRIL 30,
                                                                      1999        1998        1999          1998
                                                                      ----        ----        ----          ----

<S>                                                                   <C>         <C>         <C>           <C>
Net income (loss)..........................................           $41         $867        $(540)        $(60)
                                                                      ---         ----        -----         ----
  Other comprehensive income (loss), net of tax:
  Foreign currency translation adjustments.................           (10)         --            75          --
                                                                      ---         ----        -----         ----

  Total other comprehensive income (loss)..................           (10)         --            75          --
                                                                      ---         ----        -----         ----

Comprehensive income (loss)................................           $31         $867        $(465)        $(60)
                                                                      ===         ====        =====         ====
</TABLE>

           See notes to condensed consolidated financial statements.

                                        5

<PAGE>

                   ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                            FOR THE SIX MONTHS
                                                                                              ENDED APRIL 30,
                                                                                         1999              1998
                                                                                         ----              ----
<S>                                                                                      <C>             <C>
Cash provided by operating activities...........................................         $ 18,366        $ 2,362

Investing Activities:
   Capital expenditures, net....................................................           (1,646)        (7,033)
   Acquisition of businesses (net of cash acquired of $4,351 in 1998)                         --             320
                                                                                         --------        -------
   Net cash used in investing activities........................................           (1,646)        (6,713)
                                                                                         --------        -------
Financing Activities:
   Repayments of long-term debt and other borrowings............................          (31,232)        26,021
   Proceeds from the issuance of long-term debt
      and other borrowings......................................................           32,163         30,194
   Net proceeds from preferred stock offering...................................              (92)           --
   Proceeds from the exercise of stock options..................................              330            183
   Dividends paid on preferred stock............................................             (244)          (183)
   Distributions to minority interests..........................................             (110)           --
   Foreign currency translation adjustment......................................              138            --
   Other........................................................................                6              1
                                                                                         --------        -------
      Net cash provided by financing activities.................................              959          4,175
                                                                                         --------        -------
Increase in cash and cash equivalents...........................................           17,679            176
Cash and cash equivalents, beginning of period..................................           13,544          6,230
                                                                                         --------        -------
Cash and cash equivalents, end of period........................................         $ 31,223        $ 6,054
                                                                                         ========        =======
Supplemental Disclosure:
Valuation of detachable warrants................................................         $    --         $ 1,244
Valuation of stock appreciation rights..........................................         $  2,981            --
Common stock issued in accordance with GEC coinout provisions...................            4,595            --
Common stock issued in exchange for note payable to director....................              828            --
Discount attributable to beneficial conversion privilege of preferred stock.....            6,430            105
Value assigned to the February 1999 Series B Preferred
  Stock Warrant modification....................................................            1,894            --
Compensation recognized on common stock awarded to employee.....................              350            --
Compensation recognized on deferred compensation plans..........................              710            --
</TABLE>

           See notes to condensed consolidated financial statements.

                                        6

<PAGE>

                   ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.      OPERATION AND BASIS OF PRESENTATION

Able Telcom Holding Corp. and Subsidiaries ("Able Telcom" or the "Company")
develops, builds and maintains communications systems for companies and
governmental authorities. The Company is headquartered in West Palm Beach,
Florida, and operates its subsidiaries throughout the United States, as well as
in South America. The Company is organized in the following groups:

ORGANIZATIONAL GROUP                        SERVICES PROVIDED
--------------------                        -----------------

Network Services            Design, development, engineering, installation,
                            construction, operation and maintenance services for
                            telecommunications systems

Transportation Services     Design, development, integration, installation,
                            construction, project management, maintenance and
                            operation of automated toll collection systems,
                            electronic traffic management and control systems,
                            and computerized manufacturing systems

Communications Development  Design, installation and maintenance services to
(Latin America)             foreign telephone companies

Each group is comprised of subsidiaries of the Company with each having local
executive management functioning under a decentralized operating environment.

The Company's customers include local and long distance telephone companies,
utilities, cable television operators, financial institutions, universities,
medical facilities, correctional facilities and local, state and federal
governments.

In the opinion of management, the unaudited condensed consolidated financial
statements furnished herein include all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of the results of
operations for the interim periods presented. These interim results of
operations are not necessarily indicative of results for the entire year. The
condensed consolidated financial statements contained herein should be read in
conjunction with the consolidated financial statements and related notes
contained in the Company's 1998 Annual Report on Form 10-K/A ("Form 10-K/A").

                                        7

<PAGE>

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 on 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.

Certain items in the condensed consolidated financial statements as of October
31, 1998 have been reclassified to conform with the current presentation.

2.      ACQUISITION

On July 2, 1998, the Company acquired the network construction and
transportation systems business of ("MFSNT") from WorldCom, Inc. ("WorldCom")
pursuant to a merger agreement dated April 26, 1998 ("Plan of Merger"). On
September 9, 1998, the Company and WorldCom finalized the terms of the Plan of
Merger through the execution of an amended agreement. The acquisition of MFSNT
was accounted for using the purchase method of accounting at a total price of
approximately $67.5 million. The allocation of purchase price to identifiable
assets and liabilities acquired is based upon preliminary estimates. The Company
is in the process of obtaining additional information necessary to finalize the
allocation of purchase price. The effect of the final allocation on previously
reported amounts is not expected to be significant. In addition, the MFSNT
acquisition agreements, as amended, provide that on November 30, 2000, the
Company shall pay to WorldCom certain amounts, if positive: (i) The difference
between $9.0 million related to losses on MFSNT projects in existence on March
31, 1998 and recorded by MFSNT as of June 30, 1998, and the amount actually lost
on such contracts through November 30, 2000, (ii) the difference between $3.0
million related to losses on MFSNT projects not recorded by MFSNT as of June 30,
1998 and the amount actually lost on such contracts through November 30, 2000,
and (iii) the difference between $5.0 million and the aggregate costs of Able in
defending the litigation, and payments made in settlement or in payment of
judgements with respect to preacquisition litigation.

In conjunction with the acquisition of MFSNT, the Company granted an option to
WorldCom (the "WorldCom Option") to purchase up to 2,000,000 shares of the
Company's common stock, at an exercise price of $7.00 per share, but subject to
a 1,817,941 share maximum limitation, and the right to receive upon satisfaction
of certain conditions phantom stock awards (the "Phantom Stock Awards")
equivalent to 600,000 shares of common stock, payable in cash, stock, or a
combination of both at the Company's option. The WorldCom Phantom Stock Awards
are exercisable only on the following three days: July 2, 1999, July 2, 2000, or
July 2, 2001. WorldCom will be entitled to receive any appreciation of the
Common Stock over a base price of $5 3/32 per share, but in no event shall the
maximum payment exceed $25.00 per share. The fair values of the WorldCom Option
and Phantom Stock Awards were estimated at the date of grant at $3.5 million and
$0.6 million, respectively, and are included as a component of the total
consideration paid for the acquisition of MFSNT.

On January 8, 1999, the Company and WorldCom agreed to convert the WorldCom
Option into stock appreciation rights ("SARs") with similar terms and
provisions, except that the SARs provide

                                        8


<PAGE>

for the payment of cash to WorldCom based upon the appreciation of the Company's
common stock over a base price of $7.00 per share. The SARs may revert back to
the WorldCom Option allowing for the exercise of all 2,000,000 shares (no longer
subject to the 1,817,941 share limitation) if certain shareholder approvals are
received.

In connection with the establishment of the stock appreciation rights liability
as of January 8, 1999, the fair value was estimated to be approximately $5.9
million as compared to the previously estimated fair value of the WorldCom
Option. The difference of $2.4 million represents debt issue costs of $0.5
million and a reduction of paid-in capital of $1.9 million. The exercise period
for the SARs granted commences on the earlier of: (i) one (1) business day after
the date upon which the potential issuance of common stock is voted on by the
shareholders of the Company, and (ii) July 1, 1999, and ending on January 2,
2002. As of April 30, 1999, the fair value of the stock appreciation rights
liability has been estimated to be $2.9 million and a credit to income of $6.4
million and $3.0 million has been reflected as a change in value of SARs in the
three and six months ended April 30, 1999, respectively, in the accompanying
condensed consolidated statements of operations.

3.      ASSETS HELD FOR SALE

During the three months ended April 30, 1999, the Company finalized the sale of
condait invcatory, which had previously been reported as held for sale and runs
from Ohio to New York generating gross revenues of $35.7 million and net cash
proceeds of $27.0 million.

4.      IMPAIRMENT OF INTANGIBLE ASSETS

As part of the integration of MSNT into the Company, management has undertaken a
consolidation and realignment of all subsidiaries into operational divisions,
both to achieve operational synergies and to close unprofitable operations. As a
result of significant turnover and the deterioration of underlying contracts,
the Company closed Dial during the three months ended April 30, 1999. For the
three and six months ended April 30, 1999 Dial had contract margins of $(2.7)
million and $(2.9) million, respectively, and losses before income taxes of $5.4
million and $6.4 million, respecitvely, which included a $1.3 million reduction
of goodwill.

5.      BORROWINGS

In February 1999, WorldCom advanced the Company $32.0 million, against amounts
otherwise payable pursuant to the WorldCom Master Services Agreement, for
purposes of facilitating the purchase of 2,785 shares, or approximately 78% of
the Series B Preferred Stock, as defined below, and the purchase of the
outstanding $10.0 million principal amount of Senior Notes, defined below (the
"WorldCom Advance"). The purchase of the Senior Notes resulted in an
extraordinary loss on the early extinguishment of debt of $1.8 million, net of
tax of $1.2 million.

The original terms of the WorldCom Advance provided for interest at 11.5% and
was repayable on the earlier of (i) October 31, 2000 or (ii) the dates of
redemption and/or conversion of the Series B Preferred Stock or the Senior
Notes. On April 1, 1999, the terms of the WorldCom Advance were amended to
clarify the terms of the WorldCom Advance, to subordinate the payment terms to
the holders of the Credit Facility, defined below, to eliminate interest, and to
amend the repayment date to November 30, 2000.

The WorldCom Advance agreement also provided for additional advances to the
Company of up to $15.0 million against amounts otherwise payable pursuant to the
WorldCom master services agreement. These additional advances are non-interest
bearing and would be repayable to WorldCom on November 30, 2000. To date, the
Company has not received any additional advances against the $15.0 million
available.

During the three months ended April 30, 1999, the maturity date in the Company's
Credit Facility was amended to November 1, 2000 and certain minimum reatios
were also amended. The Company was in compliance, or have received waivers for
non-compliance, with all provisions of the Credit Facility at April 30, 1999.

                                        9

<PAGE>


6.      SERIES B PREFERRED STOCK

During the three months ended January 31, 1999, the Company was in technical
violation of certain provisions of its Series B Preferred Convertible Stock
("Series B Preferred Stock") issued in June 1998. Such default resulted from the
Company's failure to have a registration statement covering the resale of shares
of common stock underlying the Series B Preferred Stock and warrants associated
with the Series B Preferred Stock (the "Registration Statement") declared
effective by December 27, 1998. Such default gave the holders of the Series B
Preferred Stock the option to require the Company to redeem their securities at
premium prices. During the quarter ended January 31, 1999, the holders of the
Series B Preferred Stock notified the Company of their intent to exercise such
redemption right; however, such notice was subsequently deferred.

In February 1999, as described above, approximately 78% of the Series B
Preferred Stock was purchased from the original holders and, in connection with
such purchase, the Company was given until May 18, 1999 to effect the
Registration Statement described above. The Purchaser and the remaining holders
of the Series B Preferred Stock agreed to either waive all outstanding defaults
under such securities or refrain from exercising any remedies with respect to
any such outstanding defaults for a period of 90 days from February 17, 1999.
During such period of time, the Company had agreed to use its best efforts to
have the Registration Statement declared effective. To date, the Registration
Statement has not been declared effective. In May 1999, the holders of the
remaining 779 shares agreed to a further extension from May 19, 1999 to August
18, 1999.

In connection with the purchase of the 78% of the Series B Preferred Stock, the
Company agreed to certain modifications in the conversion price of the related
warrants. The terms of the existing Series B Preferred Stock conversion price
for the remaining shares were modified from 97% of market value, as defined in
the agreements, to a fixed amount of approximately $3.50 per share for 404 of
the remaining 779 shares. The conversion price of (i) warrants to purchase a
total of 370,000 shares of the Company's common stock was reduced to $13.25 per
share and (ii) warrants to purchase a total of 630,000 shares of common stock
was reduced to $13.50 per share.

On May 7, 1999, the warrants to purchase the 630,000 shares of common stock were
purchased by the Company for $3.00 per share.

The purchase of 78% of the Series B Preferred Stock, the modification of the
conversion price of the remaining Series B Preferred Stock and the modification
of the Series B Preferred Stock Warrants resulted in charges to income
applicable to common stock during the three months ended April 30, 1999 of $18.2
million.

In addition, during the second quarter ended April 30, 1999, the Company was and
continues to be in default on the Series B Preferred Stock for the nonpayment of
dividends related to the remaining

                                       10

<PAGE>

22% (or 779 shares) of shares of Series B Preferred Stock.

In connection with the above transactions and as a result of the loan of the
WorldCom funds to the Purchaser, the Company recorded a reduction in income
applicable to common stock of approximately $10.0 million on (i) the purchase of
the Series B Preferred Stock and (ii) a reduction in the price of the warrants.

7.      STOCKHOLDERS EQUITY

During the three months ended April 30, 1997:

/bullet/ The Company issued 628,398 shares of its common stock to the former
         owners of GEC in settlement of additional purchase price coined
         and accrued during fiscal 1998.

/bullet/ The Company issued 115,286 shares of its common stock to a director
         of the Company in full settlement of amounts due this director and
         previously reported as "Notes Payable to Directors."

/bullet/ The Company granted 50,000 shares of its common stock to an employee
         resulting in compensation expense of $350,000.

8.      STOCK OPTIONS

In 1996, the Company's shareholders adopted a stock option plan for the issuance
of up to 550,000 shares which included provisions for both incentive and
nonqualified stock options (the "Plan") and which expires on September 19, 2005.
On April 24, 1998, the shareholders increased the number of shares issuable
under the Plan to 1,300,000 and made certain other amendments to the Plan, which
relate primarily to the issuance of restricted stock awards.

In an effort to correct certain of the actions taken by the Company's Board of
Directors in order to maintain compliance with the Plan, as amended, the Board
of Director's rescinded certain of the stock option grants made during the
fiscal year ended October 31, 1998, or 530,000 options under the Plan and
310,000 options outside the Plan. These ambiguities and compliance issues
included, in certain instances, (i) granting options that had been granted
inside the Plan where there were not a sufficient number of shares available,
(ii) granting options at below market prices to nonemployee directors with the
Plan, contrary to terms of the Plan, (iii) not specifying whether the grants
were issued inside or outside the Plan, (iv) not specifying the exercise period
for the options granted or (v) issuing options outside the Plan, which could be
considered contrary to the terms of certain financing documents. These options
were reissued at the fair market value, as defined by the Plan, on December 31,
1998, as well as shortened certain of the expiration dates of the options. In
addition, 350,000 options outside the Plan and 150,000 options pursuant to the
Plan were granted in November 1998 and rescinded and reissued on December 31,
1998 for the reasons described above.

A summary of the Company's stock options activity under the Plan, and related
information for the period from October 31, 1998 through April 30, 1999 follows:

                                               NUMBER OF        OPTION PRICE
                                                 SHARES           PER SHARE
                                               ---------         ------------

Options Outstanding at October 31, 1998          664,475        $6.00 -  $14.00
  Grants                                       1,022,500        $5.75 -  $ 7.125
  Exercises                                      (22,525)       $6.00 -  $ 7.25
  Cancellations                                 (684,500)       $6.00 -  $14.00
                                               ---------
Option Outstanding at April 30, 1999             979,950        $5.75 -  $ 7.813
                                               =========

In addition, stock options have been granted to certain employees of the
Company outside of the Plan.

                                       11


<PAGE>
A summary of the Company's stock option activity outside the plan, and related
information for the period from October 31, 1998 through April 30, 1999 follows:

                                               NUMBER OF        OPTION PRICE
                                                SHARES            PER SHARE
                                               ---------        ------------

Options Outstanding at October 31, 1998          310,000        $6.20 - $14.00
  Grants                                       1,890,000        $5.75 - $ 7.125
  Exercises                                      (40,000)           $5.75
  Cancellations                                 (660,000)       $6.20 - $14.00
                                               ---------
Option Outstanding at April 30, 1999           1,500,000        $5.75 - $ 6.375
                                               =========

The Financial Accountings Standards Board ("FASB") issued Statement of Financial
Accounting Standards ("SFAS") No. 123, ACCOUNTING FOR STOCK BASED COMPENSATION,
in 1995, which 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 apply Accounting Principles Board Opinion ("APB") 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 No. 25. Under APB No. 25, to the extent the
exercise price of the Company's employee stock options equal 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 (loss) and
earnings (loss) per share as if the Company had adopted the expense recognition
requirement of SFAS No. 123 (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                  FOR THE THREE MONTHS ENDED    FOR THE SIX MONTHS ENDED
                                                          APRIL 30,                   APRIL 30,
                                                     1999          1998          1999         1998
                                                     ----          ----          ----         ----
<S>                                                <C>            <C>            <C>        <C>
Pro forma income (loss) available to
common shareholders                                $(15,151)      $ 838          $(15,912)  $ (243)
   Per share:
      Basic                                           (1.29)       0.09             (1.36)   (0.03)
      Diluted                                         (1.29)       0.09             (1.36)   (0.03)

Pro forma income (loss) available to
common shareholders                                $(15,350)      $ 758           (16,012)  $  295
   Per share:
      Basic                                           (1.31)       0.08             (1.37)   (0.03)
      Diluted                                         (1.31)       0.08             (1.37)   (0.03)

Pro forma income (loss) Per share:
      Basic                                           (1.27)       0.08                      (0.04)
      Diluted                                         (1.27)       0.08                      (0.04)
</TABLE>


                                       12

<PAGE>

9.      EARNINGS PER SHARE

The following is a reconciliation of the numerators and denominators of the
basic and diluted per share computation as required by SFAS No. 128, EARNINGS
PER SHARE (dollars, in thousands):

<TABLE>
<CAPTION>

                                                FOR THE THREE MONTHS ENDED      FOR THE SIX MONTHS ENDED
                                                         APRIL 30,                     APRIL 30,
                                                   1999           1998           1999            1998
                                                   ----           ----           ----            ----
<S>                                             <C>             <C>            <C>             <C>
Basic:

   Income (loss) available to common
     stockholders (numerator)                   $   (15,151)    $      838     $   (15,912)    $      (243)
   Weighted-average number of
     common shares (denominator)                 11,717,244      9,480,335      11,709,839       9,192,508
    Income (loss) per common share              $     (1.29)    $     0.09     $     (1.35)    $     (0.03)

Diluted:
   Income (loss) available to common
     stockholders (numerator)                   $  (15,151)     $      838     $   (15,912)    $      (243)
   Weighted-average number of common shares      11,717,244      9,480,335      11,709,839       9,192,508
   Common stock equivalents arising
     from stock options, warrants and
     convertible preferred stock                  1,248,647        108,412       2,138,826          79,156
   Total shares (denominator)                    12,965,891      9,588,747      13,848,665       9,271,665
   Income (loss) per common share(1)            $     (1.29)    $     0.09     $      1.35     $     (0.03)

<FN>
 ----------------
(1)  The effect of securities that could dilute basic earnings per share are
     antidilutive for all periods presented, therefore, basic and diluted
     earnings per share are equivalent. The Company has potentially dilutive
     securities that could have a dilutive effect in the future. Those
     securities include warrants related to the Series A Preferred Stock, Series
     B Preferred Stock warrants, stock options, warrants and phantom stock
     awards.
</FN>
</TABLE>

10.      CONTINGENCIES

LITIGATION

On May 21, 1998, SIRIT Technologies, Inc. ("SIRIT") filed a lawsuit in the
United States District Court for the Southern District of Florida, against the
Company and Thomas M. Davidson, who has since become a member of the Company's
Board of Directors. SIRIT asserts claims against the Company for tortuous
interference, fraudulent inducement, negligent misrepresentation and breach of
contract in connection with the Company's agreement to purchase the shares of
MFSNT and seeks injunction relief and compensatory damages in excess of $100.0
million.

                                       13

<PAGE>

On September 10, 1998, Shipping Financial Services Corp. ("SFSC") filed a
lawsuit in the United States District Court for the Southern District of Florida
against the Company, and certain of its officers. SFSC asserts claims under the
federal securities laws against the Company and four of its officers that the
defendants allegedly caused the Company to falsely represent and mislead the
public with respect to two acquisitions, COMSAT and MFSNT, and the ongoing
financial condition of the Company as a result of the acquisitions and the
related financing of those acquisitions. SFSC seeks certification as a class
action on behalf of itself and all others similarly situated and seeks
unspecified damages and attorneys' fees.

The Company is subject to a number of lawsuits and claims for various amounts
which arise out of the normal course of its business. The Company intends to
vigorously defend itself in these matters. The disposition of the lawsuits and
claims is not determinable. The Company does not believe that any judgment would
have a material adverse effect on the Company's financial position.

KANAS GUARANTY AGREEMENT

In conjunction with the acquisition of MFSNT, the Company has agreed to
guarantee the payment obligations of Kanas under its credit agreement. The
aggregate commitment of the lenders under this agreement is $85.4 million, and
the purpose of the Kanas Credit Agreement is to provide the funds necessary to
complete the Alyeska Project.

CONTRACTS

The Company has and will continue to execute various construction and other
contracts which may require the Company to, among other items, maintain specific
financial parameters, meet specific milestones and post adequate collateral
generally in the form of performance bonds. Failure by the Company to meet its
obligation under these contracts may result in the loss of the contract and
subject the Company to litigation and various claims, including liquidated
damages.

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 six months ended April 30, 1999 and
1998. This information should be read in conjunction with the Company's
condensed consolidated financial statement appearing elsewhere in this document.
Except for historical information contained herein, the matters discussed below
contain forward looking statements that involve risk and uncertainties,
including but not limited to economic, governmental and technological factors
affecting the Company's operations, markets and profitability.

                                       14

<PAGE>

As a result of acquisitions during the fiscal year ended October 31, 1998,
primarily the acquisition of the network construction and transportation systems
business of MFS Network Technologies Inc. ("MFSNT"), material changes exist in
substantially all balance sheet and statements of operations categories.

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                    For the Three Months   For the Six Months
                                                       Ended April 30,        Ended April 30,
                                                    --------------------   ------------------
                                                      1999    1998           1999    1998
                                                    --------------------   ------------------
<S>                                                    <C>    <C>           <C>    <C>
Revenues:
  Construction and maintenance                         71.3%  100.0%        83.4%  100.0%
  Conduit sales                                        28.7%    0.0%        16.6%    0.0%
                                                    --------------------   ------------------

    Total revenues                                    100.0%  100.0%       100.0%  100.0%

Costs and expenses:
  Construction and maintenance costs                   62.3%   71.2%        71.0%   76.7%
  Costs of conduit                                     27.9%    0.0%        16.2%    0.0%
  General and administrative                            6.1%   17.9%         7.1%   16.5%
  Impairment on intangible assets                       1.1%    0.0%         0.6%    0.0%
  Depreciation and amortization                         2.2%    4.6%         2.4%    5.0%
                                                    --------------------   ------------------

    Total costs and expenses                           99.6%   93.7%        97.3%   98.2%

Income from operations                                  0.4%    6.3%         2.7%    1.8%

Other income (expense), including minority interest     2.9%   -0.8%        -1.1%   -0.6%

Provision for income taxes                              1.6%    1.9%         0.9%    0.3%

Extraordinary loss from the extinguishment of debt,
  net of tax                                            1.5%    0.0%         0.9%    0.0%

Net income (loss)                                       0.0%    2.5%        -0.2%   -0.1%

Income (loss) applicable to common stock              -12.2%    2.4%        -7.4%   -0.4%
</TABLE>

                                       15

<PAGE>

REVENUES

Construction and Maintenance - Construction and maintenance revenues were $88.8
million and $180.5 million for the three and six months ended April 30, 1999,
respectively, compared to $34.6 million and $56.8 for the same respective
periods of fiscal 1998 - increases of $54.2 million or 157 percent and $123.7
million or 218 percent, respectively. For the three and six months ended April
30, 1999, MFSNT generated construction and maintenance revenues of $58.6 million
and $117.5 million, respectively.

Conduit Sales - Sales of conduit during the three months ended April 30, 1999
generated revenues of $35.7 million. The sale of the conduit inventory, which
had previously been reported as held for sale and runs from Ohio to New York,
generated net cash flow to the Company of $27.0 million.

COSTS AND EXPENSES

Construction and Maintenance - Construction and maintenance costs were $77.6
million and $153.8 million for the three and six months ended April 30, 1999,
respectively, compared to $24.6 million and $43.6 million for the same
respective periods of fiscal 1998 - increases of $53.0 million or 215 percent
and $110.2 million or 253 percent, respectively. For the three and six months
ended April 30, 1999, MFSNT generated construction and maintenance costs of
$52.9 million and $102.1 million, respectively.

The Company's construction and maintenance margins were 12.6 percent compared to
14.8 percent for the three and six months ended April 30, 1999, respectively,
compared to 28.8 percent and 23.3 percent for the same respective periods of
fiscal 1998. The Company's construction and maintenance margins for the three
and six months ended have been adversely effected by losses from Dial
Communications, Inc. (Dial), a wholly-owed subsidiary of the Company, that has
generated negative margins of $2.7 million and $2.9 million for the three and
six months ended April 30, 1999, respectively.

As part of the integration of MSNT into the Company, management has undertaken a
consolidation and realignment of all subsidiaries into operational division,
both to achieve operational synergies and to close unprofitable operations. As a
result of significant turnover and the deterioration of underlying contracts,
the Company closed Dial during the three months ended April 30, 1999. For the
three and six months ended April 30, 1999 Dial had losses before income taxes of
$5.4 million and $6.4 million, respectively, which included a $1.3 million
reduction of goodwill that is reflected in the accompanying statement of
operations for the three months ended April 30, 1999 as "Impairment of
Intangible Assets."

General and Administrative - General and administrative expenses were $7.6
million and $15.4 million for the three and six months ended April 30, 1999,
respectively, compared to $6.2 million and $9.4 million for the same respective
periods of fiscal 1998 - increases of $1.4 million or 23 percent and $6.0
million or 65 percent, respectively. For the three and six months ended April
30, 1999, general and administrative expense attributable to MFNST was $2.0
million and $4.1 million, respectively.

General and administrative expenses during the three and six months ended April
30, 1999 were adversely effected by charges of $1.2 million related to deferred
compensation, stock compensation and severance agreements with former and
existing officers of the Company.

Depreciation and Amortization - Depreciation and amortization expense was $2.8
million and $5.1 million for the three and six months ended April 30, 1999,
respectively, compared to $1.6 million and $2.8 million for the same respective
periods of fiscal 1998 - increases of $1.2 million or 74 percent and $2.3
million or 80 percent, respectively. For the three and six months ended April
30, 1999, depreciation and amortization expense attributable to MFSNT was $0.9
million and $1.4 million, respectively.

Depreciation and amortization expense as a percentage of revenues was 2.2
percent and 2.4 percent for the three and six months ended April 30, 1999,
respectively, compared to 4.6 percent and 5.0 percent for the same respective
periods of fiscal 1998. These decreases as a percentage of revenue, are
attributable to the significant increase in revenues from MFSNT which, as a
construction management company, does not require the same percentage increase
in capital assets as the Company's construction companies.

                                       16

<PAGE>

OTHER INCOME (EXPENSE)

Other income (expense) was $3.4 million and $2.6 million for the three and six
months ended April 30, 1999, respectively, compared to $(0.6) million and $(1.3)
million for the same respective period of fiscal 1998 and consist of the
following:

<TABLE>
<CAPTION>
                                                             For the Three Months Ended April 30,
                                                     ------------------------------------------------------
                                                          1999          1998       $ Change      % Change
                                                     ------------ ------------- ------------ --------------
<S>                                                       <C>               <C>      <C>             <C>
Change in the value of stock appreciation rights          $6,409            $-       $6,409            n/a
Interest expense                                         (2,210)         (276)      (1,934)            701
Minority interest                                          (125)         (185)           60             32
Other                                                      (680)         (179)        (501)            280
                                                     ------------ ------------- ------------ --------------
                                                          $3,394        $(640)       $4,034           630%
                                                     ============ ============= ============ ==============
</TABLE>

<TABLE>
<CAPTION>
                                                              For the Six Months Ended April 30,
                                                     ------------------------------------------------------
                                                           1999          1998       $ Change      % Change
                                                     ------------ ------------- ------------ --------------
<S>                                                       <C>               <C>      <C>             <C>
Change in the value of stock appreciation rights          $2,981            $-       $2,981            n/a
Interest expense                                         (4,689)         (788)      (3,901)            495
Minority interest                                          (199)         (296)           97             33
Other                                                      (680)         (179)        (501)            280
                                                     ------------ ------------- ------------ --------------
                                                        $(2,587)      $(1,263)     $(1,324)            105%
                                                     ============ ============= ============ ==============
</TABLE>

Stock Appreciation Rights - The change in the value of the stock appreciation
rights is a non-cash item related to the value of amounts potentially owed to
WorldCom under the existing WorldCom stock appreciation rights (WorldCom SARs).
Management expects the conversion of WorldCom SARs into options for the
Company's common stock at the Company's next shareholders' meeting and will not
result in a cash charge to the Company. The value of the WorldCom SARs will be
increased or decreased based on the fair value of the WorldCom SAR's utilizing
the price of the Company's common stock at each reporting date until the
WorldCom SARs are converted to options or exercised by WorldCom.

Interest Expense - The increase in interest expense during fiscal 1999 compared
to fiscal 1998 is primarily attributable to the acquisition of MFSNT. During the
three and six months ended April 30, 1999, the Company had $35.0 million
outstanding under its Credit Facility with an average interest rate of
approximately 7.5 percent, $30.0 million outstanding under the WorldCom Note
with an interest rate of 11.5 percent and $15.0 million outstanding under its
property taxes payable of that imputes interest at 15 percent. The $32.0 million
outstanding under the WorldCom Advance is non-interest bearing.

PROVISION FOR INCOME TAXES

The provision for income taxes was $2.0 million and $1.9 million for the three
and six months ended April 30, 1999, respectively, compared to $0.7 million and
$0.2 million for the same respective periods of fiscal 1998 increases of $1.4
million or 204 percent and $1.7 million or 1,145 percent, respectively. During
the three and six months ended April 30, 1999, the Company has provided income
taxes at a 40 percent rate that approximates the rate used when applying federal
and state statutory rates to pre-tax income, after adjusting for the
amortization of nondeductible goodwill.

EXTRAORDINARY LOSS

During the three months ended April 30, 1999, the Company purchased all of its
outstanding Senior Subordinated Notes with an outstanding principal balance of
$10.0 million resulting in an extraordinary

                                       17

<PAGE>

loss from the early extinguishment of debt or $1.8 million, net of tax of $1.2
million. The Senior Subordinated Note were purchased with proceeds from the
WorldCom Advance.

INCOME (LOSS) APPLICABLE TO COMMON STOCK

Income (loss) applicable to common stock was $(15.2) million and $(16.0) million
for the three and six months ended April 30, 1999, respectively, compared to
$0.8 million and $(0.2) million for the same respective periods of fiscal 1998 -
decreases of $18.7 million or 2,230 percent and $19.0 million or 7,821 percent,
respectively.

During the three months ended April 30, 1999, the Company purchased 2,785
shares, or approximately 78 percent, of the Company outstanding Series B
Preferred Stock, modified the conversion price of the remaining Series B
Preferred Stock, and modified the terms of the Series B Preferred Stock Warrants
resulting in chages to income applicable to common stock of $15.1 million.
Additionally, during the three and six months ended April 30, 1999, dividends on
the Series B Preferred Stock totaled $0.1 million and $0.2 million,
respectively.

                                       18

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $31.2 million at April 30, 1999 compared to $13.5
million at October 31, 1998. The increase in cash and cash equivalents of $17.7
million during the six months ended April 30, 1999 resulted from cash provided
by operating and financing activities of $18.4 million and $0.9 million,
respectively, offset by cash used in investing activities of $1.6 million.


                                       19


<PAGE>



Cash used in operating activities during the six months ended April 30, 1999 of
$18.4 million is primarily the result of net unrestricted proceeds from conduit
sales of $20.0 million offset, in part, by costs on loss contracts of $2.0
million that were charged against the reserve for contract losses.

Cash used in investing activities during the six months ended April 30, 1999 of
$1.6 million is due to net capital expenditures required to support increased
operations and replacement of existing equipment.

Cash used in financing activities during the six months ended April 30, 1999 of
$0.9 million is due primarily to redemptions of Series B PreferredStock, net
repayments of long term debt and other borrowings, dividends paid on preferred
stock and proceeds from the issuance of stock options.

In February 1999, WorldCom advanced the Company $32.0 million for the purposes
of arranging the purchase of 2,785 shares, or approximately 78 percent of the
Series B Preferred Stock and the purchase of the outstanding $10.0 million of
Senior Notes. This advance is non-interest bearing and due the earlier of (i)
October 31, 2000 or (ii) the dates of redemption and/or conversion of the Series
B Preferred Stock or the Senior Notes.

As of April 30, 1999, the Company had fully utilized its availability under its
Credit Facility. WorldCom has agreed to make available additional non-interest
bearing advances to the Company of up to $15.0 million against amounts otherwise
payable pursuant to the WorldCom Master Services Agreement, which, if advanced,
would be due on October 31, 2000. As of April 30, 1999 and the date of this
filing, no amounts were outstanding under WorldCom's obligation to provide such
additional advances.

At the date of this filing, the Company has obtained all necessary waivers which
cover various defaults under the Company's financing and preferred stock
agreements.

The Company believes that is has available cash from operations, as well as from
the additional advance available from WorldCom described above, sufficient to
meet the Company's operating and capital requirements for the next twelve
months. Nonetheless, pursuant to the terms of the documents relating to the
Series B Preferred Stock, under certain circumstances, including without
limitation, if the registration statement that includes the shares of common
stock underlying the Series B Securities is not declared effective on or before
May 18, 1999, the Company is delisted under certain circumstances from any
securities exchange, or any representation or warranty by the Company to the
holders is not true and correct, then the holders of certain outstanding shares
of Series B Preferred Stock, in whole or part, have the option to require the
Company to redeem their securities at premium prices. Although the Company
intends to use its best efforts to comply with the provisions in the documents
relating to the Series B Preferred Stock, the failure of which would provide the
holder the right to exercise such redemption option, there can be no assurance
that the Company will be able to do so, in part, because certain of such matters
are dependent upon the efforts or approval of others (such as the Securities and
Exchange Commission with respect to the effectiveness of the aforementioned
registration statement). In addition, there can be no assurance that the Company
will not experience adverse operating results or other factors which could
materially increase its cash requirements or adversely affect its liquidity
position.


                                       20

<PAGE>

CAUTIONARY STATEMENTS

Certain of the information contained herein may contain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, as the same may be amended from time to time ("the Act") and in
releases made by the Securities and Exchange Commission ("SEC") from time to
time. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance,
or achievements expressed or implied by such forward-looking statements. The
words "estimate," "believes," "project," "intend," "expect" and similar
expressions when used in connection with the Company, are intended to identify
forward-looking statements. Any such forward-looking statements are based on
various factors and derived utilizing numerous important assumptions and other
important factors that could cause actual results to differ materially from
those on the forward-looking statements. These cautionary statements are being
made pursuant to the Act, with the intention of obtaining benefits of the "Safe
Harbor" provisions of the Act. The Company cautions investors that any
forward-looking statements made by the Company are not guarantees of future
performance and that actual results may differ materially from those in the
forward-looking statements as a result of various factors, including but not
limited to those set forth below.

Important assumptions and other important factors that could cause actual
results to differ materially from those in the forward-looking statements
include, but are not limited to: (i) risks associated with leverage, including
cost increases due to rising interest rates: (ii) risks associated with the
Company's ability to continue its strategy of growth through acquisitions; (iii)
risks associated with the Company's ability to successfully integrate all of its
recent acquisitions: (iv) the Company's ability to make effective acquisitions
in the future and to successfully integrate newly acquired businesses into
existing operations and the risks associated with such newly acquired
businesses; (v) changes in laws and regulations, including changes in tax rates,
accounting standards, environmental laws, occupational, health and safety laws:
(vi) access to foreign markets together with foreign economic conditions,
including currency fluctuations; (vii) the effect of, or changes in, general
economic conditions; (viii) economic uncertainty in Venezuela; (ix) weather
conditions that are adverse to the specific businesses of the Company, and (x)
the outcome of litigation, claims and assessments involving the Company.

Other factors and assumptions not identified above may also be involved in the
derivation of forward- looking statements, and the failure of such other
assumptions to be realized as well as other factors may also cause actual
results to differ materially from those projected. The Company assumes no
obligation to update these forward-looking statements to reflect actual results,
changes in assumptions or changes in other factors affecting such
forward-looking statements.

YEAR 2000

The Company's business is dependent upon various computer software programs and
operating systems that utilize dates and process data beyond the year 2000. The
Company's actions to address the risks associated with the year 2000 are as
follows:

                                       21

<PAGE>

THE COMPANY'S STATE OF READINESS. The Company has established programs to
coordinate its year 2000 "Y2K" compliance efforts across all business functions
and geographic areas. The scope of the programs include addressing the risks
associated with the Company's (i) information technology "IT" systems (including
the Company's products and services), (ii) non-IT systems that include embedded
technology (e.g., equipment and other infrastructure), and (iii) significant
vendors and their Y2K readiness. The Company is utilizing the following steps in
executing its Y2K compliance program: 1) awareness, 2) assessment, 3)
renovation, 4) validation and testing, and 5) implementation. The Company has
completed the awareness and assessment steps for all areas; renovation is
scheduled to be completed no later than July 31, 1999; validation and testing is
scheduled to be completed by August 31, 1999; and implementation is scheduled to
be completed by October 31, 1999.

IT SYSTEMS. The Company's most significant renovation effort involves the
conversion of substantially all of MFSNT's IT Systems. The Company believes it
will be substantially completed with its testing and implementation for all IT
Systems by October 31, 1999.

NON-IT SYSTEMS. The Company expects to have all of its mission critical non-IT
Systems Y2K compliant by October 31, 1999. The Company is currently formulating
its testing and implementation plans for its mission critical non-IT systems.

SIGNIFICANT VENDORS. As part of the Company's Y2K compliance program, the
Company has contacted its significant vendors to assess their Y2K readiness. For
all mission critical third party software embedded in or specified for use in
conjunction with the Company's IT systems and products, the Company's
communications with the vendors indicates that the vendors believe they will be
Y2K compliant by October 31, 1999. Such third party software is being tested in
conjunction with the testing of the IT systems and products discussed above.
There can be no assurance that i) the Company's significant vendors will succeed
in their Y2K compliance efforts, or ii) the failure of vendors to address year
2000 compliance will not have a material adverse effect on the Company's
business or results of operations.

THE COSTS TO ADDRESS THE COMPANY'S YEAR 2000 ISSUES. Since inception of its
program through April 30, 1999, the costs related to the Company's Y2K
compliance efforts were not material. The total estimated costs to complete the
Company's Y2K compliance effort are approximately $2.0 million. The estimated
costs to complete, which does not include any costs which may be incurred by the
Company if its significant vendors fail to timely address Y2K compliance, is
based on currently known circumstances and various assumptions regarding future
events. However, there can be no assurance that these estimates will be achieved
and actual results could differ materially from those anticipated.

THE RISKS OF THE COMPANY'S YEAR 2000 ISSUES. The Company's failure to timely
resolve the Y2K risks could result in system failures, the generation of
erroneous information, and other significant disruptions of business activities.
Although the Company believes it will be successful in its Y2K compliance
efforts, there can be no assurance that the Company's systems and products
contain all necessary date code changes. In addition, the Company's operations
may be at risk if its vendors and

                                       22

<PAGE>

other third parties fail to adequately address the Y2K issue or if software
conversions result in system incompatibilities with these third parties. To the
extent that either the Company relies does not achieve Y2K compliance, the
Company's results of operations could be materially adversely affected.
Furthermore, it has been widely reported that a significant amount of litigation
surrounding business interruption will arise out of Y2K issues. It is uncertain
whether, or to what extent, the Company may be affected by such litigation. The
most likely worst case scenario for Y2K is that the Company's internal operating
systems and hardware become inoperable due to internal problems or date
sensitive issues which may not have been addressed by the Company's third party
hardware and software vendors. This situation could cause downtime for the
accounting, purchasing and cost management systems. Proper backup of data and
implementation of manual processing during downtime will reduce the problems to
a point that there will be little or no impact on operations or revenue. Y2K
issues that arise with customers' hardware and software may cause a short-term
loss of revenues as a result of unforseen software and/or third party hardware
failures. This exposure is expected to be minimal as the result of the Company's
Y2K compliance program efforts, which included validation and testing.

THE COMPANY'S CONTINGENCY PLAN. The Company has not yet developed a
comprehensive contingency plan to address the situation that may result if the
Company or its vendors are unable to achieve Y2K compliance for its critical
operations. During fiscal 1999, based upon the status of the Company's Y2K
compliance efforts at that time and the Company's perceived risks to critical
business operations, the Company plans to evaluate what areas the Company
believes a contingency plan may be necessary, and execute such contingency plan
if warranted. The i) inability to timely implement such a plan, if deemed
necessary, and ii) the cost to develop and implement such a plan, may have a
material adverse effect on the Company's results of operations.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS. Except for
statements of existing or historical facts, the foregoing discussion of Y2K
consists of forward-looking statements and assumptions relating to
forward-looking statements, including without limitation the statements relating
to future costs, the timetable for completion of Y2K compliance efforts,
potential problems relating to Y2K, the Company's state of readiness, third
party representations, and the Company's plans and objectives for addressing Y2K
problems. Certain factors could cause actual results to differ materially from
the Company's expectations, including without limitation (i) the failure of
vendors and service providers to timely achieve Y2K compliance, (ii) system
incompatibilities with third parties resulting from software conversion, (iii)
the Company's systems and products not containing all necessary date code
changes, (iv) the failure of existing or future clients to achieve Y2K
compliance, (v) potential litigation arising out of Y2K issues, the risk of
which may be greater for information technology based service providers such as
the Company, (vi) the failure of the Company's validation and testing phase to
detect operational problems internal to the Company, in the Company's products
or services or in the Company's interface with service providers, vendors or
clients, whether such failure results from the technical inadequacy of the
Company's validation and testing efforts, the technological infeasibility of
conducting all available testing, or the unavailability of third parties to
participate in testing, or (vii) the failure to timely implement a contingency
plan to the extent Y2K compliance is not achieved.

                                       23

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk from changes in interest rates on debt
obligations that impact the fair value of these obligations. The Company's
policy is to manage interest rates through a combination of fixed and variable
rate debt. Currently, the Company does not use derivative financial instruments
to manage its interest rate risk. The table below provides information about the
Company's risk exposure associated with changing interest rates (amounts in
thousands):

                                EXPECTED MATURITY DURING THE FISCAL YEARS ENDED
                              1999     2000    2001    2002    2003   THEREAFTER
                              ----     ----    ----    ----    ----   ----------
Fixed rate debt              $3,278   $2,543  $32,109 $1,895  $1,703   $6,074

Average interest rate          12.6%    13.0%    11.9%    15%     15%      15%

Variable rate debt           $   --   $   --  $35,000 $   --  $   --   $   --

Average interest rate            --%      --%    7.5%     --%     --%      --%


The Company has no cash flow exposure due to interest rate changes for its fixed
debt obligations. All of the Company's debt is non-trading. The fair value of
the Company's debt approximates its carrying value.

Although the Company conducts business in foreign countries, the international
operations were not material to the Company's consolidated financial position,
results of operations or cash flows as of April 30, 1999. Additionally, foreign
currency transaction gains and losses were not material to the Company's results
of operations for the six months ended April 30, 1999. Accordingly, the Company
was not subject to material foreign currency exchange rate risk from the effects
that exchange rate movements of foreign currencies would have on the Company's
future costs or on future cash flows it would receive from its foreign
subsidiaries. To date, the Company has not entered into any significant foreign
currency forward exchange contracts or other derivative financial instruments to
hedge the effects of adverse fluctuations in foreign currency exchange rates.

PART II. OTHER INFORMATION

ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS

On November 12, 1998, the Company granted options to purchase 150,000 shares of
the Company's common stock, par value $0.001 per share ("Common Stock") to two
employees of the Company. The options were granted pursuant to the Company's
1995 Stock Option Plan, as amended (the "Plan"), are non-qualified, vested over
three years, are exercisable at $7.125 per share, and expire on July 8,
2000. In addition, on November 12, 1998, the Company granted
                                       24

<PAGE>

options to purchase 350,000 shares of Common Stock to employees of the Company's
subsidiaries acquired in connection with the MFSNT acquisition. The options were
granted outside the Plan.

On December 23, 1998, the Company granted options to purchase 12,500 shares of
Common Stock to employees of the Company. The options were granted pursuant to
the Plan, are qualified, vested immediately, are exercisable at $5.75 per share,
and expire on December 31, 2004.

On December 31, 1998, in an effort to correct certain of the actions taken by
the Company's Board of Directors in order to maintain compliance with the Plan,
as amended, the Board of Director's rescinded certain of the stock option grants
made during the fiscal year ended October 31, 1998, or 530,000 options under the
Plan and 310,000 options outside the Plan. These ambiguities and compliance
issues included, in certain instances, (i) granting options that had been
granted inside the Plan where there were not a sufficient number of shares
available, (ii) granting options at below market prices to nonemployee directors
with the Plan, contrary to terms of the Plan, (iii) not specifying whether the
grants were issued inside or outside the Plan, (iv) not specifying the exercise
period for the options granted or (v) issuing options outside the Plan, which
could be considered contrary to the terms of certain financing documents. These
options, which vested immediately, were reissued at the fair market value ($5.75
per share), as defined by the Plan, on December 31, 1998, as well as shortened
certain of the expiration dates of the options. In addition, the Company
rescinded and reissued the 350,000 options outside the Plan and the 150,000
options pursuant to the Plan described above on December 31, 1998 at $5.75 per
share for the reasons described above. These options vested immediately and
expire on November 12, 2004 (outside the Plan) and December 31, 2004 (pursuant
to the Plan).

On December 31, 1998, the Company granted options to purchase 1,050,000 shares
of Common Stock to employees of the Company's subsidiaries acquired in
connection with the MFSNT acquisition. The options were granted outside the
Plan, are non-qualified, vest over three years, are exercisable at $5.75 per
share, and expire on November 12, 2004.

On December 31, 1998, the Company granted options to purchase 40,000 shares of
Common Stock to an employee of the Company. The options were granted outside the
Plan, are non-qualified, 20,000 of which vested on January 1, 1999, 10,000 vest
on December 31, 1999 and 10,000 vest on December 31, 2000, are exercisable at
$5.75 per share, and expire on the earlier of September 19, 2005 or two years
after the date of termination.

On December 31, 1998, the Company granted options to purchase 180,000 shares of
Common Stock to three employees of the Company. The options were granted
pursuant to the Plan, are non-qualified, vested immediately, are exercisable at
$5.75 per share, and expire on December 31, 2001.

On February 17, 1999, 2,785 shares of non-voting Series B Convertible Preferred
Stock, $0.10 par value ("Series B Preferred Stock") were purchased by the
Company for approximately $18.9 million and retired. In connection with the
purchase of the 78% of the Series B Preferred Stock, the Company agreed to
certain modifications in the conversion price of the related warrants. The terms
of the existing Series B Preferred Stock conversion price for the remaining
shares were modified from 97% of market value, as defined in the agreements, to
a fixed amount of approximately $3.50 per share for 404 of the remaining 779
shares. The conversion price of (i) warrants to purchase a total of 370,000
shares of the Company's common stock was reduced to $13.25 per share and (ii)
warrants to purchase a total of 630,000 shares of common stock was reduced to
$13.50 per share. On May 7, 1999, the warrants to purchase the

                                       25

<PAGE>

630,000 shares of common stock were purchased by the Company for $3.00 per
share.

On February 19, 1999, 628,398 shares were issued to the former owners, or their
assignees, of Georgia Electric Corporation ("GEC") pursuant to the earn-out
provision of the acquisition agreement whereby the Company purchased all of the
outstanding stock of GEC.

Effective April 1, 1999, the Company granted to an employee options to purchase
100,000 shares of Common Stock. The options were granted outside the Plan, are
non-qualified, 75,000 of which vested immediately with the remaining 25,000
vesting on June 21, 2000, are exercisable at $6.375 per share, and expire at the
earlier of September 19, 2005 or two years from the date of termination.

Effective April 1, 1999, the Company granted a consultant options to purchase
40,000 shares of Common Stock. The options were granted outside the Plan, are
non-qualified, 20,000 of which vested immediately, 10,000 vest on April 1, 2000,
and 10,000 vest on April 1, 2001, are exercisable at $6.375 per share, and
expire two years from the date of expiration of the consulting agreement or any
extensions or renewals thereof.

On April 30, 1999, the Company granted to an employee a restricted stock award
of 50,000 shares of Common Stock.

On April 30, 1999, the Company converted a payable to a Director of the Company
in the amount of $0.8 million into 118,286 shares of Common Stock based upon a
conversion rate equal to the fair market value of the Company's common stock on
the date of conversion, or $7.00 per share.

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

For the period from November 1, 1998 through February17, 1999, the Company was
in violation of the payment terms of its $10.0 million principal amount 12%
Senior Subordinated Notes (the "Senior Notes"). These Senior Notes were
purchased from the holders effective February 17, 1999, as described above, and
subsequently canceled.

The Company was not in compliance with certain provisions (i.e., certain minimum
ratios, total debt limitations) of the Company's $35.0 million three-year senior
secured revolving credit facility ("Credit Facility") during the six months
ended April 30, 1999. The Company has obtained a waiver for its noncompliance
during the six months ended April 30, 1999. During the three months ended April
30, 1999, the Credit Facility was amended to change certain minimum ratios.

In February 1999, as was reported on the Company's Form 10-K/A, approximately
78% of the Series B Preferred Stock was purchased from the original holders and,
in connection with such purchase, the Company was given until May 18, 1999 to
effect a registration statement covering the resale of shares of common stock
underlying the Series B Preferred Stock and warrants associated with the Series
B Preferred Stock (the "Registration Statement"). The purchaser and the
remaining holders

                                       26

<PAGE>

of the Series B Preferred Stock agreed to either waive all outstanding defaults
under such securities or refrain from exercising any remedies with respect to
any such outstanding defaults for a period of 90 days from February 17, 1999.
During such period of time, the Company had agreed to use its best efforts to
have the Registration Statement declared effective. To date, the Registration
Statement has not been declared effective. In May 1999, the holders of the
remaining 22% agreed to a further extension from May 19, 1999 until August 18,
1999.

In addition, during the second quarter ended April 30, 1999, the Company was and
continues to be in default on the Series B Preferred Stock for the nonpayment of
dividends related to the remaining 22% (or 779 shares) of shares of Series B
Preferred Stock.

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 Acquisitions, Inc. and
               COMSAT Corporation (1)

     2.2       Indemnification Agreement, dated February 25, 1998, among Able
               Telcom Holding Corp., Georgia Electric Company, Transportation
               Safety Contractors, Inc., COMSAT RSI Acquisitions, Inc. and
               COMSAT Corporation (1)

     2.3       Stock Purchase Agreement, dated as of April 1, 1998, among Able
               Telcom Holding Corp., James P Patton, Rick Boyle and Claiborne K.
               McLemore III (2)

     2.4       Closing Memorandum and Schedule, dated April 1, 1998, among Able
               Telcom Holding Corp., James P.Patton, Rick Boyle and Claiborne K.
               McLemore III (2)

     2.5       Agreement and Plan of Merger by an among MFS Acquisition Corp.,
               Able Telcom Holding Corp., MFS Network Technologies, Inc. and MFS
               Communications Company, Inc. dated as of April 22, 1998 (9)

     2.5.1     Amendment to Agreement and Plan of Merger among MFS Acquisition
               Corp., Able Telcom Holding Corp., MFS Network Technologies, Inc.
               and MFS Communications Company, Inc. dated as of July 2, 1998(10)

     2.5.1.1   Amendment No. 2 dated as of July 21, 1998 to Agreement and Plan
               of Merger among MFS Acquisition Corp., Able Telcom Holding Corp.,
               MFS Network Technologies, Inc. and MFS Communications Company,
               Inc. (11)

                                       27

<PAGE>

     2.5.1.2   Agreement between WorldCom Network Services, Inc. and Able Telcom
               Holding Corp. dated as of September 9, 1998 (13)

     2.5.1.3   Agreement between WorldCom Network Services, Inc. and Able Telcom
               Holding Corp. dated January 26, 1999 (12)

     2.5.2     Promissory Note of Able Telcom Holding Corp. dated July 2, 1998
               to MFS Communications Company, Inc. (10)

     2.5.2.1   11.5% Promissory Note between Able Telcom Holding Corp., and
               WorldCom Network Services, Inc. dated as of September 1, 1998(12)

     2.5.3     Stock Pledge Agreement dated as of July 2, 1998 by Able Telcom
               Holding Corp. in favor of WorldCom, Inc. (10)

     2.5.4     Master Services Agreement between WorldCom Network Services, Inc.
               and MFS Network Technologies, Inc. dated as of July 2,1998
               (exhibits omitted) (11)

     2.5.5     Assumption and Indemnity Agreement dated as of July 2, 1998 among
               Able Telcom Holding Corp., WorldCom Inc., MFS Communications
               Company, Inc., MFS Intelenet, Inc., MFS Datanet, Inc., MFS
               Telcom, Inc. and MFS Communcations, Ltd. (schedule omitted) (10)

     2.5.6     License Agreement between MFS Communications Company, Inc. and
               Able Telcom Holding Corp. dated as of July 2, 1998 (10)

     2.5.7     Modification to Stock Option Agreement between the Company and
               WorldCom, Inc. dated January 8, 1999 (12)

     2.5.8     Agreement to Enter Into Stock Appreciation Rights Agreement
               between the Company and WorldCom, Inc. dated January 8, 1999(12)

     2.5.9     Financing Agreement between WorldCom Network Services, Inc.and
               Able Telcom Holding Corp. dated February 16, 1999 (12)

     2.5.9.1   Amendment and Restatement of Financing Agreement by and between
               WorldCom Network Services, Inc. and Able Telcom Holding Corp.
               dated April 1, 1999

     2.5.10    Agreement dated March 15, 1999 by and between Able Telcom Holding
               Corp. and WorldCom Network Services, Inc.

     3.1       Articles of Incorporation of Able Telcom Holding Corp., as
               amended (3) (4)

     3.1.1     Articles of Amendment to the Articles of Incorporation of Able
               Telcom Holding Corp. (13)

                                       28

<PAGE>

     3.2       Bylaws of Able Telcom Holding Corp., as amended (3)

     4.2       Specimen Common Stock Certificate (3)

     4.3       Specimen Series A Preferred Stock Certificate (6)

     4.4       Form of Warrant issued to Credit Suisse, First Boston and
               Silverton International Fund Limited (4)

     4.6       Able Telcom Holding Corp. 1995 Stock Option Plan (13)

     4.7       Amendment to Able Telcom Holding Corp. 1995 Stock Option Plan,
               dated April 24, 1998 (13)

     4.8       Series B Convertible Preferred Stock Purchase Agreement (13)

     4.9       Registration Rights Agreement for Series B Convertible Preferred
               Stock Purchase Agreement and 350,000 Warrants (13)

     4.10      Registration Rights Agreement for 650,000 Warrants associated
               with Series B Convertible Preferred Stock Purchase Agreement (13)

     4.11      Form of Common Stock Purchase Warrants for 350,000 Shares in
               connection with Series B Convertible Preferred Stock Purchase
               Agreement (13)

     4.12      Form of Common Stock Purchase Warrants for 650,000 Shares in
               connection with Series B Convertible Preferred Stock Purchase
               Agreement (13)

     4.13      Preferred Stock Purchase Agreement by and among Able Telcom
               Holding Corp., RGC International Investors, LDC, and Cotton
               Communications, Inc. dated February 17, 1999 (12)

     4.14      Warrant Amendment between Able Telcom Holding Corp., and
               Purchasers (as defined) dated February 17, 1999 (12)

     4.15      Securities Purchase Agreement by and between the Sellers
               (as defined) and Cotton Communications, Inc. dated February 17,
               1999 (12)

     10.15     Stock Purchase Agreement between Able Telcom Holding Corp.,
               Traffic Management Group, Inc., Georgia Electric Company, Gerry
               W. Hall and J. Barry Hall (5)

                                       29

<PAGE>

     10.16     Stock Purchase Agreement between Able Telcom Holding Corp.,
               Telecommunications Services Group, Inc., Dial Communications,
               Inc., William E. Newton and Sybil C. Newton (8)

     10.17     Promissory Note of Able Telcom Holding Corp. Payable to William
               E. Newton and Sybil C. Newton (8)

     10.23     Form of Stock Purchase Agreement among Able Telcom Holding Corp.,
               Traffic Management Group, Inc., Georgia Electric Company, Gerry
               W. Hall and J. Barry Hall (5)

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

     10.25.1   Letter Agreement dated July 2, 1998 related to Securities
               Purchase Agreements dated as of January 6, 1998 (13)

     10.26     Senior Secured Revolving Credit Agreement dated as of April 6,
               1998, between Able Telcom Holding Corp. and Suntrust Bank, South
               Florida, N.A. and Bank of America, FSB (9)

     10.27     Credit Agreement among Able Telcom Holding Corp., NationsBank,
               N.A. and The Several Lenders from Time to Time Parties Hereto
               dated as of June 11, 1998 (exhibits and schedules omitted) (13)

     10.30     Employment Agreement with Stacy Jenkins, dated July 16, 1998 (13)

     10.32     Amendment to June 11, 1998 Credit Agreement among Able Telcom
               Holding Corp. NationsBank N.A., and the Several Lenders from Time
               to Time Parties thereto, dated as of June 30, 1998 (13)

     10.32.1   Amendment and Amended and Restated Limited Waiver to June 11,
               1998 Credit Agreement among Able Telcom Holding Corp.,
               NationsBank N.A., and the Several Lenders from Time to Time
               Parties thereto, dates as of June 30, 1998 (15)

     10.33     Employment Agreement with Billy V Ray, Jr., dated December 1,
               1998 (12)

     10.35     Financial Advisor and Placement Engagement Letter, dated April 3,
               1998, between Washington Equity Partners and Able Telcom Holding
               Corp. (14)

     10.36     Employment Agreement with G. Vance Cartee, dated January 4, 1999
               (12)

     10.37     Employment Agreement with Edward Pollock, dated January 1, 1999
               (12)

                                       30

<PAGE>

     10.38     Employment Agreement with Frazier L. Gaines, dated November 12,
               1998 (12)

     10.40     Employment Agreement with Rick Boyle, dated April 1, 1998 (12)

     10.41     Financing Agreement between Able Telcom Holding Corp. and Cotton
               Communications, Inc. dated February 17, 1999 (without exhibits)
               (12)

     10.41.1   Termination Agreement between Able Telcom Holding Corp. and
               Cotton Communications, Inc. dated March 22, 1999 (15)

     10.42     11.5% Non-Recourse Promissory Note between Cotton Communications,
               Inc. and Able Telcom Holding Corp. dated February 17, 1999 (12)

     10.43     Stock Pledge Agreement between Able Telcom Holding Corp. and
               Cotton Communications, Inc. dated February 17, 1999 (12)

     10.44     Employment Agreement with Michael Arp, dated January 1, 1999 (15)

     10.45     Consulting Agreement and Employment Agreement with James E.
               Brands, dated March 15, 1999 (15)

     10.46     Employment Agreement with Michael Summers, dated May___, 1999

     11        Computation of Per Share Earnings (7)

     21        Subsidiaries of Able Telcom Holding Corp. (13)

     27        Financial Data Schedule

----------------------
(1)      Incorporated by reference from an exhibit to the Company's Current
         Report on Form 8-K (File No. 0-21986), dated February 25, 1998, as
         filed with the Commission on March 12, 1998, as amended by Form
         8-K/A-1, dated May 11, 1998, as filed with the Commission on April 14,
         1998.

(2)      Incorporated by reference from an exhibit to the Company's Current
         Report on Form 8-K (File No. 0-21986), dated April 1, 1998, as filed
         with the Commission on April 14, 1998.

(3)      Incorporated by reference from an exhibit to the Company's Registration
         Statement on Form S-1 (File No. 33-65854), as declared effective by the
         Commission on February 26, 1994.

(4)      Incorporated by reference from an exhibit to the Company's Current
         Report on Form 8-K (File No. 0-21986), dated December 20, 1996, as
         filed with the Commission on December 31, 1996.

                                       31

<PAGE>

(5)      Incorporated by reference from an exhibit to the Company's Current
         Report on Form 8-K (File No. 0-21986), dated October 12, 1996, as filed
         with the Commission on October 25, 1996.

(6)      Incorporated by reference from an exhibit to the Company's Annual
         Report on Form 10-K (File No. 0-21986) for the fiscal year ended
         October 31, 1997, as filed with the Commission on February 13, 1998, as
         amended by 10-K/A, as filed with the commission on March 20, 1998.

(7)      Incorporated by reference from Note 6 to the Condensed Consolidated
         Financial Statements (Unaudited) filed herewith.

(8)      Incorporated by reference from an exhibit to the Company's Current
         Report on Form 8-K (File No. 0-21986), dated December 2, 1996, as filed
         with the Commission on December 13, 1996, as amended by Form 8-K/A-1,
         dated February 11, 1997, as filed with the Commission on February 11,
         1997.

(9)      Incorporated by reference from an exhibit to the Company's Quarterly
         Report on Form 10-Q (File No. 0-21986), for the quarter ended April 30,
         1998, as filed with the Commission on June 14, 1998.

(10)     Incorporated by reference from an exhibit to the Company's Current
         Report on Form 8-K (File No. 0-21986), dated July 2, 1998, as filed
         with the Commission on July 16, 1998.

(11)     Incorporated by reference from an exhibit to the Company's Current
         Report on Form 8-K/A (File No. 0-21986), dated July 2, 1998, as filed
         with the Commission on August 3, 1998.

(12)     Incorporated by reference from an exhibit to the Company's Annual
         Report on Form 10-K/A (File No. 0-21986), for the fiscal year ended
         October 31, 1998, as filed with the Commission on March 1, 1999.

(13)     Incorporated by reference to an exhibit to the Company's Quarterly
         Report on Form 10-Q (File No. 0-21986), for the quarter ended July 31,
         1998, as filed with the Commission on September 21, 1998, as amended by
         Form 10-Q/A, as filed with the Commission on October 13, 1998.

(14)     Incorporated by reference to an exhibit to the Company's Form S-1
         (File No.333-65991), as filed with the Commission on October 22, 1998.

(15)     Incorporated by reference to an exhibit to the Company's Amendment
         No. 1 to Form S-1 (File No. 333-65991), as filed with the Commission on
         April 8, 1999.

                                       32

<PAGE>

(b)               Reports on Form 8-K

     On February 16, 1999, the Company filed a Current Report on Form 8-K (File
No. 0-21986), dated February 16, 1999, announcing earnings for the fiscal year
ended October 31, 1998 and the timing of filing the Annual Report on Form 10-K.

     On March 16, 1999, the Company filed a Current Report on Form 8-K (File No.
0-21986), dated March 12, 1999, announcing the resignation of Gideon D. Taylor
from the Company's Board of Directors.

                                       33

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities and 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.
                                                       (REGISTRANT)

June 14, 1999                             By:     /S/ MICHAEL F. ARP
                                                  ------------------
                                                  Michael F. Arp
                                                  Financial Vice President
                                                  (Principal Accounting Officer)

                                       34


<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NUMBER
-------

2.5.9.1        Amendment and Restatement of Financing Agreement by and between
               WorldCom Network Services, Inc. and Able Telcom Holding Corp.
               dated April 1, 1999

2.5.10         Agreement dated March 15, 1999 by and between Able Telcom Holding
               Corp. and WorldCom Network Services, Inc.

10.46          Employment Agreement with Michael Summers, dated May___, 1999

27             Financial Data Schedule