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, 1997
       
(   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      AND EXCHANGE ACT OF 1934.
      For the transition period from  ______________ to _____________.

Commission File Number: 0-21986


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



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



      1601 Forum Place, Suite 1110,                         
         West Palm Beach, Florida                            33401
---------------------------------------               -------------------
(Address of principal executive offices)                   (Zip code)

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


      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

              YES  X                            NO
                  ---                              ---

      As of June 16,  1997,  there were  8,313,701  shares,  par value $.001 per
share, of the Registrant's Common Stock outstanding.


<PAGE>


                             ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES



                                       INDEX
                              ----------------------


                         PART I - FINANCIAL INFORMATION

<TABLE>
<S>                                                                 <C> 

                                                                     Page Number
                                                                     -----------

Item 1.   Condensed Consolidated Financial Statements (Unaudited)

                      Condensed Consolidated Balance Sheets -
                          April 30, 1997 and October 31, 1996             3

                      Condensed Consolidated Statements of
                          Operations-Three months and six months 
                          ended April 30, 1997 and 1996                   5
 
                      Condensed Consolidated Statements of Cash
                          Flows-Three months and six months ended
                          April 30, 1997 and 1996                         6

                      Notes to Condensed Consolidated Financial
                          Statements April 30, 1997                       7

Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations                        10


                            PART II - OTHER INFORMATION

Items 1 through 5 - Not Applicable

Item 6.   Exhibits and Reports on Form 8-K                              12

          Signatures                                                    13

</TABLE>


<PAGE>

                             ABLE TELCOM HOLDING CORP.
                                 AND SUBSIDIARIES

                       Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>


                                                   April 30,    October 31,
                                                     1997          1996
                                                --------------  ------------
                                                 (unaudited)      (Note)
<S>                                              <C>             <C> 

Assets

Current assets:
  Cash and cash equivalents                       $6,311,297       $3,267,161
  Investments                                            ---          571,010     
  Accounts receivable, net                        11,967,630       13,617,792
  Inventories                                      1,088,867        1,374,698
  Costs and profits in excess of                                  
    billings on uncompleted contracts              1,515,400          954,269
  Prepaid expenses and other                         974,734          757,883
  Deferred income taxes                               41,249          905,898
                                                 -----------       -----------

   Total current assets                           21,899,177       21,448,711
  
Property and equipment, net                       13,531,932       10,667,357

Other assets:
  Deferred income taxes                              269,942          269,942
  Goodwill, net                                    7,219,204        5,919,880
  Other                                              847,409          612,941
                                                 -----------       ----------

   Total other assets                              8,336,555        6,802,763







                                                   ----------      ----------
   Total assets                                   $43,767,664     $38,918,831
                                                   ==========      ==========

</TABLE>







Note:  The balance  sheet at October 31, 1996 has been  derived from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

See accompanying notes to condensed consolidated financial statements.


<PAGE>

                             ABLE TELCOM HOLDING CORP.
                                 AND SUBSIDIARIES

                 Condensed Consolidated Balance Sheets (Continued)

<TABLE>
<CAPTION>


                                                  April 30,       October 31,
                                                    1997            1996
                                                --------------   ------------
                                                 (unaudited)        (Note)
<S>                                            <C>               <C> 
Liabilities and Shareholders' Equity

Current liabilities:
  Current portion of long-term debt               $2,771,026      $1,965,611
  Notes payable - shareholders                     1,605,309       1,307,976
  Lines of credit                                  6,038,437       4,626,178
  Accounts payable and accrued liabilities         6,535,291       8,036,142
  Billings in excess of costs and profits 
    on uncompleted contracts                         377,456       1,218,724   
                                                   ---------       ---------

   Total current liabilities                      17,327,519      17,154,631
                                                                   

Long-term debt, excluding current portion          7,244,434       8,149,807
Other liabilities                                       ---        2,015,895
                                                   ---------       ---------

   Total liabilities                              24,571,953      27,320,333


Contingencies                                                            ---

Convertible,  redeemable  preferred  stock,  $.10
par value, authorized 1,000,000 shares;
1,000 shares issued and  outstanding  in            6,572,600             ---
1997

Shareholders' equity:
  Common  stock,  $.001  par  value,   authorized
   25,000,000  shares;  8,313,701  and  8,203,212
   shares  issued  and  outstanding  in 1997  and      
   1996, respectively                                   8,313           8,203
  Additional paid-in capital                       13,129,183      12,833,286
  Unrealized loss on investments, net of tax              ---         (53,990)
  Accumulated deficit                                (514,385)     (1,189,001)
                                                   -----------     -----------

   Total shareholders' equity                      12,623,111      11,598,498
                                                   ----------      ----------

   Total liabilities and shareholders' equity     $43,767,664     $38,918,831
                                                   ==========      ==========

</TABLE>




Note:  The balance  sheet at October 31, 1996 has been  derived from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

See accompanying notes to condensed consolidated financial statements.


<PAGE>


                             ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                  Condensed Consolidated Statements of Operations
                                    (unaudited)

<TABLE>
<CAPTION>


                               For the three months        For the six months
                                  ended April 30,            ended April 30,
                            -----------------------      -----------------------
                               1997          1996          1997         1996
                               ----          ----          ----         ----
<S>                          <C>          <C>           <C>          <C>   
Revenues                     $20,871,009  $12,592,295   $39,197,148  $24,170,670
                              ----------    ----------   ----------   ----------
Costs and expenses:
  Costs of revenues           15,759,382    9,706,294    30,034,344   19,133,118
  General and 
    administrative             2,313,167    1,671,556     4,223,277    3,122,512
  Depreciation and 
    amortization               1,040,406      539,396     2,039,373    1,102,754
  Charges and  transaction/
    translation losses related          
    to Latin American 
    operations                       ---    3,404,750           ---    4,158,446
                              ----------    ----------    ----------   ---------

   Total costs and expenses   19,112,955   15,321,996    36,296,994   27,516,830
                              ----------   ----------    ----------   ----------

Income (loss) from             1,758,054   (2,729,701)    2,900,154  (3,346,160)
operations                    ----------    ----------    ----------  ----------

Other expense (income):
  Interest expense               408,431      297,213       788,333      534,917
  Interest and dividend income  (129,366)     (63,076)     (225,875)   (136,876)
  Other expenses                     ---          ---         8,789          ---
                              ----------   ----------     ----------    --------
                            
   Total other expense (income)  279,065      234,137       571,247      398,041
                               ---------   ----------    ----------   ----------

Income (loss) before income taxes
 and minority interest         1,478,989   (2,963,838)    2,328,907  (3,744,201)
  
   Income tax expense (benefit)  539,531      233,610       884,210      234,000
                              ----------    ----------    ----------  ----------

Income (loss) before minority    939,458   (3,197,448)    1,444,697  (3,978,201)
interest

Minority interest                 87,480     (635,087)       87,480      882,447
                              ----------    ----------   ----------   ----------

Net income (loss)                851,978   (2,562,361)    1,357,217  (3,095,754)

  Preferred stock dividends       75,000          ---       110,000          ---
  Discount attributable to
   beneficial conversion                
   privilege of preferred
   stock                         439,600          ---       572,600          ---
                               ----------    ----------  ----------   ----------

Income (loss) applicable to 
   common stock               $  337,378  $(2,562,361)   $  674,617 $(3,095,754)
                               ==========  ==========    ==========   ==========

Income (loss) per common  
   share:                     $      .04  $    (.31)     $      .08   $    (.37)
                                ========== ==========    ==========   ==========

Weighted average common shares
  and common stock equivalents                              
  outstanding                   8,578,952   8,355,835     8,534,473    8,356,273
                               ==========  ==========    ==========   ==========
</TABLE>



See accompanying notes to condensed consolidated financial statements.

<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


                  Condensed Consolidated Statements of Cash Flows
                                    (unaudited)

<TABLE>
<CAPTION>


                                                    For the six months ended
                                                            April 30,
                                                   ----------------------------

                                                        1997            1996
                                                        ----            ----
<S>                                                <C>              <C> 

Cash from operations                                $ 3,121,832      $ 815,387


Investing Activities:
  Purchase of property and equipment                 (1,978,946)    (1,078,755)
  Cash acquired in acquisitions                         403,617        400,000
  Cash paid in acquisitions                          (3,000,000)    (2,716,691)
    Sale of Investments                                 625,000            ---
                                                     -----------     ----------
       Net cash used by investing activities         (3,950,329)     (3,395,446)
                                                     -----------     ----------

Financing Activities:
  Net (payments) borrowings under lines of credit       (87,741)       445,000
  Payments on long-term debt                         (6,715,354)      (459,260)
  Proceeds from debt to finance acquisitions          3,000,000      1,715,074
  Proceeds from long-term debt                        2,424,060         48,810
  Net proceeds from preferred stock offering          5,664,148            ---
  (Repayments) proceeds from notes payable -           (250,000)       250,000
  shareholders
  Dividends Paid                                        (75,000)           ---
  Distributions to minority interests                   (87,480)      (172,868)
                                                       ---------      ---------
       Net cash provided by financing activities      3,872,633      1,826,756
                                                       ---------     ----------

  Effect of exchange rate changes on cash and               ---       (113,759)
  equivalents                                          ---------     ----------

Increase (decrease) in cash and cash equivalents     $ 3,044,136     $(867,062)
                                                       =========     ==========

</TABLE>






See accompanying notes to condensed consolidated financial statements.


<PAGE>

                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                Notes to Condensed Consolidated Financial Statements

                                 April 30, 1997


1.    Basis of Presentation

      The accompanying  unaudited condensed  consolidated  financial  statements
      have been  prepared  in  accordance  with  generally  accepted  accounting
      principles for interim financial  information and with the instructions to
      Form 10-Q and  Article  10 of  Regulation  S-X.  Accordingly,  they do not
      include  all  of the  information  and  footnotes  required  for  complete
      financial  statements.  In the  opinion  of  management,  all  adjustments
      necessary for a fair  presentation  of the results for the interim periods
      presented have been included. Such adjustments consist of normal recurring
      accruals and those adjustments  recorded to reflect the impact of currency
      devaluations on the Company's  operations in Venezuela  during fiscal year
      1996.

      These  results have been  determined  on the basis of  generally  accepted
      accounting  principles and practices applied  consistently with those used
      in the  preparation  of the  Company's  Annual Report on Form 10-K for the
      year ended  October  31,  1996.  Operating  results  for the three and six
      months ended April 30, 1997 are not necessarily  indicative of the results
      that may be expected for the year ended October 31, 1997.

      It is recommended that the accompanying  condensed  consolidated financial
      statements  be  read  in  conjunction  with  the  consolidated   financial
      statements and notes thereto  included in the Company's 1996 Annual Report
      on Form 10-K.

      Certain items in the condensed  consolidated  financial statements for the
      interim  periods  ended April 30, 1996 have been  reclassified  to conform
      with the current presentation.

2.    Acquisition

      On December  2, 1996,  the  Company,  through a wholly  owned  subsidiary,
      acquired all the  outstanding  common stock of Dial  Communications,  Inc.
      ("Dial").  As  consideration,  the Company paid $3,000,000 in cash, issued
      108,489 shares of common stock and issued an $892,000 promissory note. The
      acquisition  was accounted for using the purchase method of accounting and
      approximately  $1,500,000 of goodwill was recorded which will be amortized
      over 20 years.  The results of operations of Dial have been included since
      the date of acquisition.  The cash component of the purchase was funded in
      part  from the  Company's  line of  credit  and the  remainder  through  a
      $1,900,000  Term Loan from a bank with  interest at prime  (8.50% at April
      30,  1997)  plus  1/2  % due  March  31,  1998.  Management  is  currently
      negotiating with the bank on  restructuring  the existing term loan credit
      facility to refinance the $1,900,000 term loan used in the acquisition and
      expand the facility.





<PAGE>

                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


          Notes to Condensed Consolidated Financial Statements (Continued)

                                 April 30, 1997


      The pro forma  unaudited  results of operations for the three months ended
      April 30,  1997 and 1996,  assuming  consummation  of the  purchase at the
      beginning of the respective periods, are as follows:
<TABLE>
<CAPTION>

                               For the three months        For the six months
                                  ended April 30,            ended April 30,
                              ----------------------       ---------------------

                                 1997          1996        1997        1996
                                 ----          ----        ----        ----
     <S>                    <C>          <C>           <C>         <C>

      Revenues              $20,871,009  $14,699,055   $40,034,667  $28,317,175
      Net income (loss)     $   851,978  $(2,395,159)  $ 1,380,380  $(2,923,189)
      Net income (loss) per
        common share and                
        equivalent share    $      0.09  $     (0.28)  $      0.15  $     (0.35)
        
</TABLE>
      

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

3.    Borrowings

      Effective December 2, 1996 the Company entered into a $3,000,000 Term Loan
      Credit  Facility  (the  "Term  Loan")  with  a  bank.  The  Term  Loan  is
      collateralized  by all real and  personal  property  of  Georgia  Electric
      Company  ("GEC") which was acquired on October 12, 1996.  The Term Loan is
      payable in sixty  monthly  installments  of $50,000 plus interest at prime
      (8.50% at April  30,  1997).  Additionally,  excess  cash flow of GEC,  as
      defined,  is to be paid to the  bank.  The Term Loan  contains  covenants,
      which require among other  conditions,  that the Company  maintain certain
      tangible net worth,  working  capital and debt service  amounts.  Proceeds
      from the Term Loan were used to repay $3,000,000 of borrowings from a bank
      outstanding at October 31, 1996 which  consisted of a $1,500,000 bank line
      of credit and a $1,500,000 note payable that was due on December 2, 1996.

      See Note 2  "Acquisition"  for additional debt incurred in connection with
      an acquisition on December 2, 1996.

4.    Preferred Stock

      Effective  December  20,  1996 the Company  completed a private  placement
      transaction  of 1,000  shares  of $.10  par  value,  Series A  Convertible
      Preferred Stock (the "Preferred  Stock") and warrants to purchase  200,000
      shares of the Company's common stock at $9.82 per share. Proceeds from the
      offering totaled $6,000,000.  Each share of Preferred Stock is convertible
      to shares of the Company's common stock after April 30, 1997 at the lesser
      of $9.82 per share or at a  discount  (ranging  from 10% to 20%  depending
      upon the date of conversion)  of the average  closing bid price of a share
      of common  stock for three days  proceeding  the date of  conversion.  The
      Company  is  recognizing  the  discount  attributable  to  the  beneficial
      conversion privilege of


<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


      Notes to Condensed Consolidated Financial Statements (Continued)

                                 April 30, 1997


      approximately  $660,000 by accreting  the amount from the date of issuance
      through May 20, 1997 as an adjustment of net income attributable to common
      shareholders  (see  Note  5.) Such  adjustment  totaled  $439,600  for the
      quarter  ended  April 30,  1997.  This  accretion  adjustment,  which also
      represents  the amount  needed to accrete to the  redemption  value of the
      Preferred  Stock for the period  ended April 30,  1997,  was recorded as a
      charge to  accumulated  deficit and  accompanying  credit to the Preferred
      Stock.  The Preferred Stock accrues  dividends at an annual rate of 5% and
      is  payable  quarterly  in  arrears  in  cash or  through  a  dividend  of
      additional  shares of Preferred Stock. The warrants are exercisable  after
      one year  provided  that the  Preferred  Stock is not  converted to common
      stock prior to the first anniversary date of the private  placement.  Upon
      the occurrence of certain events the Company may be required to redeem the
      Preferred Stock at a price equal to the liquidation  preference,  plus any
      accrued  and  unpaid  dividends,  plus an amount  determined  by  formula.
      Proceeds  from the  private  placement  were  used to repay  certain  debt
      outstanding  at October 31, 1996,  including a $1,869,050  note payable to
      the sellers of H.C. Connell,  Inc.  ("Connell") acquired by the Company on
      December 8, 1995, a $250,000  note payable to a director,  and  $2,015,895
      due the former  principals of GEC. The amount due to the former principals
      of GEC  represented  undistributed S corporation  profits  existing at the
      date of  acquisition,  and is  presented  as  "Other  liabilities"  in the
      accompanying consolidated balance sheet at October 31, 1996.

5.    Earnings Per Share

      Fully  diluted  earnings  per  share  data,  which  includes  the  assumed
      conversion of the  convertible  preferred  stock,  has not been  presented
      because  it was  not  dilutive.  Earnings  attributable  to  common  stock
      reflects  adjustments  for  cumulative  preferred  dividends  and imbedded
      dividends  arising  from  discounted  conversion  terms  on the  Series  A
      Convertible Preferred Stock (see Note 4).

6.    Contingencies - Litigation

      The Company is involved in various claims and legal actions arising in the
      ordinary course of business  including claims relating to notes payable to
      the former owners of Transportation  Safety Contractors,  Inc. These notes
      payable and related  accrued  interest  are  classified  as current in the
      accompanying  balance sheets.  In the opinion of management,  the ultimate
      disposition  of these matters will not have a material  adverse  effect on
      the Company's consolidated financial position or results of operations.


<PAGE>


                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES



ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS

     The following  discussion and analysis  relates to the financial  condition
and results of  operations  of the  Company  for the three and six months  ended
April 30, 1997 and 1996. This information should be read in conjunction with the
Company's condensed  consolidated  financial  statements  appearing elsewhere in
this document.  Except for historical  information contained herein, the matters
discussed  below  contain  forward  looking  statements  that involve  risks and
uncertainties,  including but not limited to economic, competitive, governmental
and  technological  factors  affecting  the  Company's  operations,  markets and
profitability.

Results of Operations
----------------------

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

                              For the three months          For the six months
                                 ended April 30,              ended April 30,
                            -------------------------     ----------------------

                                 1997          1996          1997         1996
                                 ----          ----          ----         ----
     <S>                      <C>           <C>            <C>         <C>   
      Revenues                 100.00%       100.00%        100.00%     100.00%
                               -------      --------        -------     -------

      Cost of revenues          75.51%        77.08%         76.62%      79.16%
      General and               11.08%        13.28%         10.77%      12.92%
      administrative
      Depreciation and           4.98%         4.28%          5.20%       4.56%
      amortization
      Charges and
      transaction/translation
          losses relating to      ---         27.04%           ---       17.20%
      Latin American
          operations
      Income (loss) from         8.43%       (21.68%)         7.41%     (13.84%)
      operations
      Interest expense and       1.34%         1.86%          1.46%       1.65%
      other
      Net income (loss)          4.08%       (20.35%)         3.46%     (12.81%)
</TABLE>

     The  Company  reported  net income for the quarter  ended  April 30,  1997,
before a one time charge,  of $776,978 or $.09 a share compared to a net loss of
($2,562,361) or ($.31) per share for the same period in 1996. Net income for the
six months ended April 30, 1997,  before a one time charge,  was  $1,247,217  or
$.15 per share  compared to a net loss of  ($3,096,000)  or ($.37) per share for
the same period in 1996. These amounts are after a deduction for Preferred Stock
dividends  of $75,000 and  $110,000 for the three and six months ended April 30,
1997.  Net  income  was  further  reduced by the  previously  reported  one time
non-cash charge for the discounted conversion on its convertible Preferred Stock
issued in December of 1996.  This charge  totaled  $439,600 for the three months
and $572,600 six months  ended April 30,  1997.  This  increase in net income is
primarily due to the fact that no special charges relating to the Latin American
operations  were  required  during the quarter and six months period ended April
30,  1997.  For the same  periods  in 1996,  the  Company  incurred  charges  of
$3,404,750  and  $4,158,446   relating  to  Latin   American   operations.   The
assimilation of the Georgia  Electric  Company ("GEC") and Dial  Communications,
Inc.  ("Dial ")  acquisitions  as well as the continued  improvement  in margins
within the Traffic Management Group contributed to the improved performance.

<PAGE>

                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


     Revenues  for the  quarter  ended April 30, 1997  increased  $8,278,714  to
$20,871,009  compared to revenues  of  $12,592,295  for the same period in 1996.
Revenues for the six month period ended April 30, 1997  increased by $15,026,478
to $39,197,148 from $24,170,670 for the same six month period of the prior year.
The acquisition of GEC in October of 1996 and Dial in December of 1996 accounted
for  approximately  $7,300,000 of the revenue increase for the second quarter of
1997 and  approximately  $14,000,000  of the  increase  for the six month period
ended April 30, 1997. The remaining increases in revenue for the quarter and six
months period were generated  from increased  demand for services from the other
subsidiaries.

     Cost of Revenues  improved  during the second quarter to 75.51% of revenues
from 77.08% of revenues  for the same period in 1996.  For the six months  ended
April 30, 1997,  cost of revenues  were 76.62%  compared to 79.16% for the first
six  months of 1996.  This is  primarily  a  reflection  of the  improved  labor
productivity and cost cutting  measures within the Traffic  Management Group and
the assimilation of GEC and Dial acquisitions.

     General  and  administrative  expense  during the  quarter  ended April 30,
increased  $641,611 from  $1,671,556 in 1996 to $2,313,167 in 1997.  For the six
months ended April 30, the expenses increase  $1,100,765 from $3,122,512 in 1996
to  $4,223,277 in 1997.  Approximately  $540,000 of the increase for the quarter
and  $980,000  of the  increase  for  the  six  month  period  result  from  the
acquisition  of GEC and Dial.  These  expense  totals  represent  a  significant
decline as a percentage  of revenues from prior years as result of the Company's
efforts  to  enhance  financial  controls  and  the  implementation  of  a  cost
containment program.

     The  increase in interest  expense  during the quarter and six month period
ending April 30, 1997 reflects the recent addition of  acquisition-related  debt
and the financing of equipment purchases as well as the payment of debt with the
proceeds from the Preferred stock issue.

     Depreciation and amortization  expense increased  $501,010 and $936,619 for
the quarter  and six month  period  ended April 30, 1997 from the  corresponding
periods in 1996. The GEC and Dial acquisitions represent  approximately $384,000
and  $649,000  of the  total  increase  for the  quarter  and six  month  period
respectively.  The remaining  increase resulted from the continuing  improvement
and updating of the Company's equipment.

     The foreign currency translation and transaction losses improved during the
second quarter of 1997. The stabilization of the Venezuelan  bolivar resulted in
a decrease in foreign currency losses of $479,895 and $1,009,792 for the quarter
and six month  period  ended April 30, 1997 as compared to the same  periods for
1996.

     Income tax expense  (benefit)  for the quarter and six month  period  ended
April 30, 1997 and 1996 differ from the amounts that would result from  applying
federal and state statutory tax rates to pre tax income (loss)  primarily due to
non  deductible  goodwill,  losses from foreign  operations  and the reversal of
other deferred tax items from prior years.

Liquidity and Capital Resources
-------------------------------

     Cash and cash  equivalents  were  $6,311,292  at April 30, 1997 compared to
$3,267,161 at October 31, 1996. Cash was impacted during the first six months of
1997 was primarily the result of private placement of preferred stock.

<PAGE>


     On December 2, 1996 the Company  entered into a  $3,000,000  Term Loan (the
"Term Loan") with a bank in connection  with  refinancing the acquisition of GEC
on October 12, 1996. The Term Loan is payable in sixty monthly  installments  of
$50,000 plus  interest at prime (8.50% at April 30,  1997).  Excess cash flow of
GEC, as defined,  is to be paid to the Bank.  The Term Loan contains  covenants,
which require among other conditions, that the Company maintain certain tangible
net  worth,  working  capital  and  debt  service  amounts.  The  Term  Loan  is
collateralized  by all real and personal property of GEC. Proceeds from the Term
Loan  were  partially  used  to  repay  a  $1,500,000  note  payable  to a bank,
outstanding  at October  31, 1996 and due on  December  2, 1996.  The  remaining
proceeds were used to repay the Company's lines of credit.

     Effective  December  20,  1996 the Company  completed  a private  placement
transaction  of 1,000 shares of $.10 par value,  Series A Convertible  Preferred
Stock (the  Preferred  Stock) and  warrants  to purchase  200,000  shares of the
Company's  common stock.  Gross proceeds from the offering  totaled  $6,000,000.
Each share of Preferred  Stock is convertible to shares of the Company's  common
stock  after  April 30,  1997 at the  lesser of $9.82 per share or at a discount
(ranging from 10% to 20% depending  upon the date of  conversion) of the average
closing bid price of a share of common stock for three days  proceeding the date
of conversion. The Preferred Stock accrues dividends at an annual rate of 5% and
is payable  quarterly  in arrears  in cash or through a dividend  of  additional
shares of Preferred  Stock. In addition,  the  accumulated  deficit and earnings
attributable  to common stock  reflects  adjustments  for  cumulative  preferred
dividends and imbedded dividends arising from discounted conversion terms on the
preferred  stock. The warrants are exercisable at $9.82 per share after one year
provided that the Preferred  Stock is not converted to common stock prior to the
first  anniversary  of the private  placement.  Upon the  occurrence  of certain
events the  Company may be  required  to redeem the  preferred  stock at a price
equal to the liquidation preference,  plus any accrued and unpaid dividends plus
an amount  determined by formula.  The proceeds from the private  placement were
used to repay a $1,869,050 note payable to the sellers of H.C. Connell,  Inc., a
$250,000  note  payable to a director  in  connection  with the  acquisition  of
Connell,  and $2,015,895 due the former  principals of GEC by GEC at the date of
acquisition, all of which were outstanding at October 31, 1996.

     In addition,  on December 2, 1996, the Company acquired all the outstanding
common stock of Dial.  As  consideration,  the Company paid  $3,000,000 in cash,
issued  108,489  shares of common stock (fair value of  $620,421)  and issued an
$892,000 promissory note with a three year term bearing interest at prime (8.50%
at April 30, 1997) plus 1/2%.  The cash  component of the purchase was funded in
part from the Company's  line of credit and the  remainder  through a $1,900,000
Term Loan from a bank with  interest  at prime  (8.50% at April 30,  1997)  plus
1/2%. The principal  balance of this note, plus accrued  interest,  is due March
31, 1998.  Management is currently  negotiating with the tank to restructure the
existing term loan credit facility to refinance the $1,900,000 term loan used in
the acquisition and expand the facility.

      The Company  expects that available cash will be sufficient to meet normal
operating requirements over the near term.


<PAGE>


                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES




Part II - Other Information
<TABLE>
<S>          <C>   

Items 1-5.    Not applicable

Item 6.       Exhibits and Reports on Form 8-K

              a)  Exhibits - None

              b)  Reports on Form 8-K
</TABLE>


      On February 11, 1997, the Company filed an amended  Current Report on Form
8-K to include the financial statements of Dial Communications, Inc. pursuant to
Regulation S-X.


<PAGE>

                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES




                                   SIGNATURES

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

                             Able Telcom Holding Corp.
                                  (Registrant)



      By:   /s/ Gerry W. Hall                                      June 20, 1997
            -----------------------
                Gerry W. Hall
                President and CEO