SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


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

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

Commission File Number: 0-21986

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



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

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

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


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

              YES  X                            NO__

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


<PAGE>


                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES



                                      INDEX

<TABLE>
<S>                                                                    <C>

                         PART I - FINANCIAL INFORMATION

                                                                        Page Number
Item 1.      Condensed Consolidated Financial Statements (Unaudited)

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

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

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


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

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



                           PART II - OTHER INFORMATION

Item 2.      Changes in Securities and Use of Proceeds                     15

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

Signatures                                                                 16


</TABLE>





<PAGE>


                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES




Item 1.           Financial Statements


                      Condensed Consolidated Balance Sheets

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

Assets

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

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

Property and equipment, net                        15,133,388      13,113,638

Other assets:
  Deferred income taxes                             1,323,960         981,976
  Goodwill, net                                     8,200,422       8,341,064
  Other                                             1,378,451         899,765
                                                -------------   -------------

   Total other assets                              10,902,833      10,222,805







                                                -------------   -------------
   Total assets                                   $52,110,460     $50,345,994
                                                =============   =============

</TABLE>

















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

See accompanying notes to condensed consolidated financial statements.


<PAGE>
                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES



                 Condensed Consolidated Balance Sheets (Continued)


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

Liabilities and Shareholders' Equity

Current liabilities:
  Current portion of long-term debt              $ 4,025,479     $ 3,154,428
  Notes payable - shareholders                           ...         875,000
  Accounts payable and accrued liabilities         8,822,978       8,418,323
  Billings in excess of costs and profits on 
   uncompleted contracts                             667,212         291,165
  Customer Deposits                                  102,709         229,721
                                                -------------   -------------

   Total current liabilities                      13,618,378      12,968,637

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

   Total liabilities                              30,519,226      28,386,070

Minority Interest                                    111,081             ...

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


Shareholders' equity:
  Common  stock,  $.001  par  value,
   authorized 25,000,000  shares;  
   9,090,154  and  8,337,201 shares
   issued and  outstanding  at January
   31, 1998 and October 31, 1997, 
   respectively                                        9,090           8,579
  Additional paid-in capital                      18,809,605      15,095,863
  Retained earnings (deficit)                       (682,042)        142,168
                                                -------------   -------------

   Total shareholders' equity                     18,136,653      15,246,610
                                                -------------   -------------

   Total liabilities and shareholders' equity    $52,110,460     $50,345,994
                                                =============   =============
</TABLE>














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

See accompanying notes to condensed consolidated financial statements.


<PAGE>


                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                  Condensed Consolidated Statements of Operations
                                   (unaudited)


<TABLE>
<CAPTION>


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

                                          1998          1997
                                          ----          ----

<S>                                   <C>             <C>       
Revenues                              $ 22,267,800    $ 18,326,139

                                      ------------    ------------
Costs and expenses:
  Costs of revenues                     19,010,379      14,274,962
  General and administrative             2,896,294       1,910,110
  Depreciation and amortization          1,152,489         998,967
  Charges and 
   transaction/translation losses
   related to Latin American               (15,429)            ...
   operations
                                      ------------    ------------

   Total costs and expenses             23,043,733      17,184,039
                                      ------------    ------------

   Income (loss) from operations          (775,933)      1,142,100

                                      ------------    ------------

Other expense (income):
  Interest expense                         275,611         379,902
  Interest and dividend income             (73,602)        (96,509)
  Other                                   (125,679)          8,789
                                      ------------    ------------
   Total other expense (income)             76,330         292,182
                                      ------------    ------------

Income (loss) before income taxes
 and minority                             (852,263)        849,918
  interest

       Income tax expense (benefit)       (341,984)        344,679
                                      ------------    ------------

Income (loss) before minority 
interest                                  (510,279)        505,239

Minority interest                          159,971             ...
                                      ------------    ------------

Net income (loss)                         (670,250)        505,239

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

Income (loss) applicable to common 
stock                                 $   (824,210)   $    336,906
                                      ============    ============

Income (loss) per common share:
  Basic (See Note 2)                  $       (.09)   $        .04
                                      ============    ============
  Diluted (See Note 2)                $       (.09)   $        .04
                                      ============    ============
</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 three months ended
                                                           January 31,
                                                   ----------------------------

                                                        1998            1997
                                                        ----            ----

<S>                                               <C>              <C>       
Cash from operations                              $    (514,477)     $1,543,564


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

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

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

</TABLE>























See accompanying notes to condensed consolidated financial statements.


<PAGE>


                Notes to Condensed Consolidated Financial Statements

                                January 31, 1998

1.    Basis of Presentation

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

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

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

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

2.    Acquisition

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





<PAGE>


          Notes to Condensed Consolidated Financial Statements (Continued)

                                January 31, 1998

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

<TABLE>
<CAPTION>
                                     For the three months
                                       ended January 31,
                                  ---------------------------

                                      1998           1997
                                      ----           ----

<S>                            <C>            <C>        
      Revenues                 $22,267,800    $19,163,658
      Net income (loss)        $  (670,250)   $   528,402
      Net income (loss) per
      common share and common
      equivalent share         $      (.08)   $       .06

</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

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

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

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

          Notes to Condensed Consolidated Financial Statements (Continued)

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

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

4.    Preferred Stock

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

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


          Notes to Condensed Consolidated Financial Statements (Continued)

5.    Stock Option Plan

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

                                        Quarter ended January 31,
                                         1998                1997
                                         ----                ----
<S>                              <C>               <C>
             Proforma net
             income (loss)       $      (698,026)  $         505,239

             Proforma earnings
             (loss) Per share
               Primary                      (.10)             (.06)
               Fully diluted                (.10)             (.06)
</TABLE>



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










          Notes to Condensed Consolidated Financial Statements (Continued)

6.    Industry and Geographic Area Segment Information

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

                                                    For the three months ended January 31,

<S>                                            <C>            <C>           <C> 
           Industry Segments                        1998          1997         1996
                                                    ----          ----         ----
           Revenues:
              Traffic management operations    $  10,781,327  $ 10,000,229  $   5,812,978
              Telecommunication network    
               services                           11,486,473     8,325,910      5,765,398
                                                ------------  ------------  -------------
                  Total                        $  22,267,800  $ 18,326,139  $  11,578,375
                                                ============   ===========   ============

           Income (loss) from operations:
              Traffic management operations    $      92,052  $    629,022  $     (85,183)
              Telecommunication network 
               services                             (944,315)      220,896       (951,123)
                                                ------------  ------------  -------------
                  Total                        $    (852,263) $    849,918  $   1,036,306
                                                ============   ===========   ============

           Identifiable Assets:
              Traffic management operations    $  28,515,840  $ 25,140,056  $  20,196,358
              Telecommunication network   
               services                           23,594,620    19,914,934     16,260,705
                                                ------------  ------------  -------------
                  Total                        $  52,110,460  $ 45,054,990  $  36,457,063
                                                ============   ===========   ============

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

           Depreciation and amortization:
              Traffic management operations    $     467,038  $    385,024  $     260,016
              Telecommunication network
               services                              685,451       613,943        303,342
                                                ------------  ------------  -------------
                  Total                        $   1,152,489  $    998,967  $     563,358
                                                ============   ===========   ============

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

           Income (loss) from operations:
              United States                    $    (941,036) $    936,017  $    (114,121)
              Latin America                           88,773       (86,099)      (922,185)
                                                ------------  ------------  -------------
                  Total                        $   (852,263)  $    849,918  $  (1,036,306)
                                                ============   ===========   ============

           Identifiable Assets:
              United States                    $  48,982,031  $ 42,333,448  $  30,943,500
              Latin America                        3,128,429     2,721,542      5,513,563
                                                ------------  ------------  -------------
                  Total                        $  52,110,460  $ 45,054,990  $  36,457,063
                                                ============   ===========   ============

</TABLE>

7.    Earnings Per Share

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

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

<TABLE>
<CAPTION>
                                          For the three months ended,
                                    ------------------------------------

                                     January 31, 1998    January 31, 1997

<S>                                    <C>             <C>
      Net income available to
      common  stockholders
      (numerator)                      $    (824,210)  $     336,906


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

      Earnings per common 
      share - basic                            (0.09)           0.04

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


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

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

      Earnings per common    
      share - diluted                          (0.09)           0.04


</TABLE>









          Notes to Condensed Consolidated Financial Statements (Continued)

8.    Litigation

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

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

9.    Other Subsequent Events

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

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

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

Results of Operations

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





<TABLE>
<CAPTION>

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

                                               1998             1997
                                               ----             ----

<S>                                     <C>               <C>    
      Revenues                                  100%          100.00%
                                        --------------    --------------

      Cost of revenues                         85.4%            78.0%
      General and administrative               13.0%            10.4%
      Depreciation and amortization             5.2%             5.5%
      Charges and
       transaction/translation
       losses relating to Latin    
       American operations                      (.1)%             0.0%
      Income (loss) from operations            (3.5)%             6.2%
      Interest expense and other                  .3%             2.1%
      Net income (loss)                         (3.6%)            2.8%
</TABLE>

The Company  reported a net loss for the first  quarter  ended January 31, 1998,
before a reduction for the non-cash charge for the discounted  conversion of the
Company's  convertible  preferred  stock  (the  accretive  dividend)  issued  in
December of 1996, of  ($719,437)  or ($.08) per share  compared to net income of
$469,906 or $.06 per share for the same period in 1997.  These amounts are after
a deduction for preferred  stock  dividends paid of $49,187 in the quarter ended
January  31,  1998,  and $35,333 for the quarter  ended  January 31,  1997.  The
reportable income was further reduced by the accretive  dividend charge totaling
$104,773 for the three months ended January 31, 1998,  and $133,000 for the same
period in the prior year.

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

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

General and  administrative  expense  during the quarter  ended January 31, 1998
increased $986,184 from $1,910,110 in 1997 to $2,896,294 in 1998.  Approximately
$318,191 of the increase in general and administrative  expenses for the quarter
ended  January  31,  1998  is  attributable  to the  assimilation  of  the  Dial
acquisition.  The  remaining  increase  in general and  administrative  expenses
resulted  from the  infrastructure  growth  relating to the  business  expansion
experienced in fiscal year 1997.

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

Depreciation and amortization  expense increased  $153,522 for the quarter ended
January 31, 1998 from the  corresponding  period in 1997.  The Dial  acquisition
represents  approximately  $80,000 of the total  increase for the  quarter.  The
remaining increase resulted from the continuing  improvement and updating of the
Company's equipment.

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

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

Liquidity and Capital Resources

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

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

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

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

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

                           PART II - OTHER INFORMATION

Item 2.           Changes in Securities and Use of Proceeds

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

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

Item 6.           Exhibits and Reports on Form 8-K

             a)    Exhibits

Exhibit No. Description

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

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

  3.2       Bylaws (as amended) (2)

  4.2       Specimen Common Stock Certificate (2)

  4.3       Specimen Series A Preferred Stock Certificate (4)

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

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


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

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

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

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

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

             b)    Reports on Form 8-K

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


                                   SIGNATURES

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


                                          ABLE TELCOM HOLDING CORP.


March 23, 1998                            By:  /S/ Frazier L. Gaines
                                               _______________________________
                                                Frazier L. Gaines
                                                President and Chief Executive
                                                Officer



                                  EXHIBIT INDEX

Exhibit No.       Description

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

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

  3.2           Bylaws (as amended) (2)

  4.2           Specimen Common Stock Certificate (2)

  4.3           Specimen Series A Preferred Stock Certificate (4)

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

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


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

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

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

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

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