SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE

                         SECURITIES EXCHANGE ACT OF 1934



         Date of Report (Date of earliest event reported): JULY 2, 1998



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

<TABLE>
<S>                        <C>                           <C>       
         FLORIDA                    0-21986                           65-0013218
(State of Incorporation)   (Commission File Number)      (IRS Employer Identification No.)
</TABLE>

  1601 FORUM PLACE, SUITE 1110, WEST PALM BEACH, FLORIDA              33401
         (Address of principal executive office)                    (Zip Code)


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



          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


                            ABLE TELCOM HOLDING CORP.

                                    FORM 8-K
                                 CURRENT REPORT

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

On July 2, 1998, Able Telcom Holding Corp. ("Registrant") acquired all of the
outstanding common stock of MFS Network Technologies, Inc. ("MFSNT") from MFS
Communications Company, Inc. ("MFSCC"), a subsidiary of WorldCom, Inc.
("WorldCom"). The transaction was structured as a merger of a newly-organized
wholly-owned subsidiary of Registrant with MFSNT, in which the subsidiary was
the surviving corporation. The subsidiary has changed its name to MFS Network
Technologies, Inc. Under the Agreement and Plan of Merger dated April 26, 1998,
as amended as of July 2, 1998 (the "Merger Agreement"), the purchase price is
equal to the shareholders' equity of MFSNT as of March 31, 1998, subject to
certain adjustments, including adding back the cumulative advances by MFSCC or
its affiliates to MFSNT, plus $10,000,000. The parties have not yet determined
the amount of the final purchase price. Under the Merger Agreement, Registrant
shall deliver to MFSCC Registrant's written calculations of the purchase price
within 30 days of July 2, 1998. MFSCC then has 30 days to object to the
calculation, in which case, a specified accounting firm is to make a final and
binding determination, subject to certain minimums and maximums.

Subject to such adjustments, the parties agreed that the estimated merger
consideration was deemed to be $101,405,217. Registrant has paid $15,000,000 of
the consideration in cash, and has temporarily financed the balance of
$86,405,217 by a note in that amount delivered to MFSCC (the "Note"), due August
31, 1998, except that a payment of $20,000,000 is due July 31, 1998, together
with interest at 12% per annum, and thereafter interest accrues at 18% per
annum, and except that an amount equal to 10% of MFSNT's collections under its
customer contracts shall be applied to principal or accrued interest under the
Note. As security for the Note and the Indemnity Agreement referred to below,
Registrant has pledged to WorldCom and MFSCC all of the shares of MFSNT.

The cash portion of the purchase price was obtained in part from Registrant's
line of credit with NationsBank, N.A. and CIBC Inc., and in part through the
private placement on June 30, 1998 of $20,000,000 of Registrant's Series B
Convertible Preferred Stock.

Pursuant to the Merger Agreement, Registrant agreed with WorldCom, MFSCC and its
affiliates (the "Indemnity Agreement") to assume (a) their obligations under a
certain Guaranty Agreement in favor of Credit Lyonnais' New York branch, as
Administrative Agent for lenders, under a Credit Agreement dated November 1,
1996 between the lenders and 


                                       2
<PAGE>

Kanas Telcom, Inc., a partially-owned affiliate of MFSNT, and (b) their
obligations under surety indemnity agreements relating to various surety bonds
issued in favor of MFSNT. 

Pursuant to the Merger Agreement, MFSNT entered into a five-year Master Services
Agreement with WorldCom Network Services, Inc. ("WorldCom Network"), an
affiliate of WorldCom, to provide telecommunication infrastructure services to
WorldCom affiliates for a minimum of $40,000,000 per year, provided that the
aggregate sum payable to MFSNT shall be not less than $455,000,000, including a
fee of 12% of reimbursable costs under the agreement. MFSNT has agreed that
WorldCom Network will have met all of its obligations to MFSNT to the extent
that payments to MFSNT reach an aggregate of $500,000,000 at any time during the
five-year term. To achieve these established minimums, WorldCom Network has
agreed to award MFSNT at least 75% of all of WorldCom Network's outside plant
work related to its local network projects up to $500,000,000. MFSNT has agreed
to provide as much as $130,000,000 of infrastructure services to WorldCom
Network during each year of the five-year contract. WorldCom Network's
obligations under the Master Services Agreement are reduced in certain respects
if the Note is in default.

Under the Merger Agreement, Registrant is entitled to use the name "MFSNT"
during the 18-month transition period commencing July 2, 1998, and will not be
entitled to use it after such 18-month period.

Registrant, in the Merger Agreement, granted to MFSCC an option to purchase up
to 1,817,941 shares of Registrant's common stock ("Option Shares") during the
six months commencing July 2, 1998. The exercise price is $7.00 per share,
except that MFSCC may elect to exercise the option, in whole or in part, on a
"cashless" basis under which it shall receive shares of common stock with a
market value equal to the difference between the common stock's then market
price and $7.00 per share, up to the equivalent of 2,000,000 shares, so long as
the number of shares actually issued does not exceed 1,817,941 shares. If MFSCC
exercises the option, in whole or in part, it will be entitled to designate a
representative to serve on Registrant's Board of Directors for so long as MFSCC
retains Option Shares aggregating at least 5% of the then outstanding shares of
Registrant's common stock.

Registrant has agreed to file with the Securities and Exchange Commission a
registration statement covering the resale by MFSCC of any Option Shares
purchased by it until such shares may be sold on a unrestricted basis under Rule
144 under the Securities Act of 1933, as amended. If Registrant has failed to
file the registration statement by July 22, 1998, or fails to use reasonable
efforts to cause the registration statement to become effective, MFSCC has the
right to receive cash upon its exercise of some or all of the options in an
amount equal to the difference between the market price and the exercise price.



                                       3
<PAGE>

MFSNT is a leading systems integrator for advanced telecommunications networks
and is engaged in the development, design, project management, construction,
operation and maintenance of communications systems throughout the United
States. MFSNT conducts its business through two divisions: MFS Network Systems,
a communications network systems integrator, and MFS Transportation Systems, a
leader in the electronic toll and traffic management segment of the intelligent
transportation systems industry.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a) and (b)     The financial statements of MFS Network Technologies, Inc. (See 
                Item 2.) and the pro forma financial information required by 
                this item shall be filed by amendment on or before 60 days from 
                July 17, 1998.

(c)             Exhibits.

                2.5     Agreement and Plan of Merger by and among MFS
                        Acquisition Corp., Able Telcom Holding Corp., MFS
                        Network Technologies, Inc. and MFS Communications
                        Company, Inc. dated as of April 22, 1998. (incorporated
                        by reference to Quarterly Report on Form 10-Q filed by
                        Registrant on June 15, 1998 with the Securities and
                        Exchange Commission).

                2.5.1   Amendment to Agreement and Plan of Merger among MFS
                        Acquisition Corp., Registrant, MFS Network Technologies,
                        Inc. and MFS Communications Company, Inc. dated as of
                        July 2, 1998.

                2.5.2   Promissory Note of Registrant dated July 2, 1998 to MFS
                        Communications Company, Inc.

                2.5.3   Stock Pledge Agreement dated as of July 2, 1998 by
                        Registrant in favor of WorldCom, Inc.

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

                2.5.5   Assumption and Indemnity Agreement dated as of July 2,
                        1998 among Registrant, WorldCom, Inc., MFS
                        Communications Company, Inc., MFS Intelenet, Inc., MFS
                        Datanet, Inc., MFS Telcom, Inc. and MFS Communications,
                        Ltd. (schedules omitted).

                2.5.6   License Agreement between MFS Communications Company,
                        Inc. and Registrant dated as of July 2, 1998.



                                       4
<PAGE>


                                   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 hereunto duly authorized.

                                       ABLE TELCOM HOLDING CORP.



Date:      7/16/98                     By: /s/ GIDEON D. TAYLOR
                                          --------------------------------------
                                           Gideon D. Taylor
                                           Chairman


                                       5
<PAGE>


                                 EXHIBIT INDEX


EXHIBIT                               DESCRIPTION
-------                               -----------


2.5.1   Amendment to Agreement and Plan of Merger among MFS Acquisition Corp.,
        Registrant, MFS Network Technologies, Inc. and MFS Communications
        Company, Inc. dated as of July 2, 1998.
                                                                
2.5.2   Promissory Note of Registrant dated July 2, 1998 to MFS Communications
        Company, Inc.
                                                                
2.5.3   Stock Pledge Agreement dated as of July 2, 1998 by Registrant in favor
        of WorldCom, Inc.
                                                                
2.5.4   Master Services Agreement between WorldCom Network Services, Inc. and
        MFS Network Technologies, Inc. dated as of July 2, 1998 (exhibits
        omitted).
                                                                
2.5.5   Assumption and Indemnity Agreement dated as of July 2, 1998 among
        Registrant, WorldCom, Inc., MFS Communications Company, Inc., MFS
        Intelenet, Inc., MFS Datanet, Inc., MFS Telcom, Inc. and MFS
        Communications, Ltd. (schedules omitted).
                                                                
2.5.6   License Agreement between MFS Communications Company, Inc. and
        Registrant dated as of July 2, 1998.
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SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): JULY 2, 1998

                            ABLE TELCOM HOLDING CORP.
             (Exact name of registrant as specified in its charter)
FLORIDA                    0-21986                           65-0013218
(State of Incorporation)   (Commission File Number)      (IRS Employer Identification No.)
1601 FORUM PLACE, SUITE 1110, WEST PALM BEACH, FLORIDA              33401
         (Address of principal executive office)                    (Zip Code)

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

          (Former Name or Former Address, if Changed Since Last Report)
ABLE TELCOM HOLDING CORP.

                                    FORM 8-K
                                 CURRENT REPORT

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

On July 2, 1998, Able Telcom Holding Corp. ("Registrant") acquired all of the
outstanding common stock of MFS Network Technologies, Inc. ("MFSNT") from MFS
Communications Company, Inc. ("MFSCC"), a subsidiary of WorldCom, Inc.
("WorldCom"). The transaction was structured as a merger of a newly-organized
wholly-owned subsidiary of Registrant with MFSNT, in which the subsidiary was
the surviving corporation. The subsidiary has changed its name to MFS Network
Technologies, Inc. Under the Agreement and Plan of Merger dated April 26, 1998,
as amended as of July 2, 1998 (the "Merger Agreement"), the purchase price is
equal to the shareholders' equity of MFSNT as of March 31, 1998, subject to
certain adjustments, including adding back the cumulative advances by MFSCC or
its affiliates to MFSNT, plus $10,000,000. The parties have not yet determined
the amount of the final purchase price. Under the Merger Agreement, Registrant
shall deliver to MFSCC Registrant's written calculations of the purchase price
within 30 days of July 2, 1998. MFSCC then has 30 days to object to the
calculation, in which case, a specified accounting firm is to make a final and
binding determination, subject to certain minimums and maximums.

Subject to such adjustments, the parties agreed that the estimated merger
consideration was deemed to be $101,405,217. Registrant has paid $15,000,000 of
the consideration in cash, and has temporarily financed the balance of
$86,405,217 by a note in that amount delivered to MFSCC (the "Note"), due August
31, 1998, except that a payment of $20,000,000 is due July 31, 1998, together
with interest at 12% per annum, and thereafter interest accrues at 18% per
annum, and except that an amount equal to 10% of MFSNT's collections under its
customer contracts shall be applied to principal or accrued interest under the
Note. As security for the Note and the Indemnity Agreement referred to below,
Registrant has pledged to WorldCom and MFSCC all of the shares of MFSNT.

The cash portion of the purchase price was obtained in part from Registrant's
line of credit with NationsBank, N.A. and CIBC Inc., and in part through the
private placement on June 30, 1998 of $20,000,000 of Registrant's Series B
Convertible Preferred Stock.

Pursuant to the Merger Agreement, Registrant agreed with WorldCom, MFSCC and its
affiliates (the "Indemnity Agreement") to assume (a) their obligations under a
certain Guaranty Agreement in favor of Credit Lyonnais' New York branch, as
Administrative Agent for lenders, under a Credit Agreement dated November 1,
1996 between the lenders and 

                                       2
Kanas Telcom, Inc., a partially-owned affiliate of MFSNT, and (b) their
obligations under surety indemnity agreements relating to various surety bonds
issued in favor of MFSNT. 

Pursuant to the Merger Agreement, MFSNT entered into a five-year Master Services
Agreement with WorldCom Network Services, Inc. ("WorldCom Network"), an
affiliate of WorldCom, to provide telecommunication infrastructure services to
WorldCom affiliates for a minimum of $40,000,000 per year, provided that the
aggregate sum payable to MFSNT shall be not less than $455,000,000, including a
fee of 12% of reimbursable costs under the agreement. MFSNT has agreed that
WorldCom Network will have met all of its obligations to MFSNT to the extent
that payments to MFSNT reach an aggregate of $500,000,000 at any time during the
five-year term. To achieve these established minimums, WorldCom Network has
agreed to award MFSNT at least 75% of all of WorldCom Network's outside plant
work related to its local network projects up to $500,000,000. MFSNT has agreed
to provide as much as $130,000,000 of infrastructure services to WorldCom
Network during each year of the five-year contract. WorldCom Network's
obligations under the Master Services Agreement are reduced in certain respects
if the Note is in default.

Under the Merger Agreement, Registrant is entitled to use the name "MFSNT"
during the 18-month transition period commencing July 2, 1998, and will not be
entitled to use it after such 18-month period.

Registrant, in the Merger Agreement, granted to MFSCC an option to purchase up
to 1,817,941 shares of Registrant's common stock ("Option Shares") during the
six months commencing July 2, 1998. The exercise price is $7.00 per share,
except that MFSCC may elect to exercise the option, in whole or in part, on a
"cashless" basis under which it shall receive shares of common stock with a
market value equal to the difference between the common stock's then market
price and $7.00 per share, up to the equivalent of 2,000,000 shares, so long as
the number of shares actually issued does not exceed 1,817,941 shares. If MFSCC
exercises the option, in whole or in part, it will be entitled to designate a
representative to serve on Registrant's Board of Directors for so long as MFSCC
retains Option Shares aggregating at least 5% of the then outstanding shares of
Registrant's common stock.

Registrant has agreed to file with the Securities and Exchange Commission a
registration statement covering the resale by MFSCC of any Option Shares
purchased by it until such shares may be sold on a unrestricted basis under Rule
144 under the Securities Act of 1933, as amended. If Registrant has failed to
file the registration statement by July 22, 1998, or fails to use reasonable
efforts to cause the registration statement to become effective, MFSCC has the
right to receive cash upon its exercise of some or all of the options in an
amount equal to the difference between the market price and the exercise price.

                                       3
MFSNT is a leading systems integrator for advanced telecommunications networks
and is engaged in the development, design, project management, construction,
operation and maintenance of communications systems throughout the United
States. MFSNT conducts its business through two divisions: MFS Network Systems,
a communications network systems integrator, and MFS Transportation Systems, a
leader in the electronic toll and traffic management segment of the intelligent
transportation systems industry.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a) and (b)     The financial statements of MFS Network Technologies, Inc. (See 
                Item 2.) and the pro forma financial information required by 
                this item shall be filed by amendment on or before 60 days from 
                July 17, 1998.

(c)             Exhibits.

                2.5     Agreement and Plan of Merger by and among MFS
                        Acquisition Corp., Able Telcom Holding Corp., MFS
                        Network Technologies, Inc. and MFS Communications
                        Company, Inc. dated as of April 22, 1998. (incorporated
                        by reference to Quarterly Report on Form 10-Q filed by
                        Registrant on June 15, 1998 with the Securities and
                        Exchange Commission).

                2.5.1   Amendment to Agreement and Plan of Merger among MFS
                        Acquisition Corp., Registrant, MFS Network Technologies,
                        Inc. and MFS Communications Company, Inc. dated as of
                        July 2, 1998.

                2.5.2   Promissory Note of Registrant dated July 2, 1998 to MFS
                        Communications Company, Inc.

                2.5.3   Stock Pledge Agreement dated as of July 2, 1998 by
                        Registrant in favor of WorldCom, Inc.

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

                2.5.5   Assumption and Indemnity Agreement dated as of July 2,
                        1998 among Registrant, WorldCom, Inc., MFS
                        Communications Company, Inc., MFS Intelenet, Inc., MFS
                        Datanet, Inc., MFS Telcom, Inc. and MFS Communications,
                        Ltd. (schedules omitted).

                2.5.6   License Agreement between MFS Communications Company,
                        Inc. and Registrant dated as of July 2, 1998.

                                       4
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 hereunto duly authorized.

                                       ABLE TELCOM HOLDING CORP.

Date:      7/16/98                     By: /s/ GIDEON D. TAYLOR
                                          --------------------------------------
                                           Gideon D. Taylor
                                           Chairman

                                       5
EXHIBIT INDEX

EXHIBIT                               DESCRIPTION
-------                               -----------

2.5.1   Amendment to Agreement and Plan of Merger among MFS Acquisition Corp.,
        Registrant, MFS Network Technologies, Inc. and MFS Communications
        Company, Inc. dated as of July 2, 1998.
                                                                
2.5.2   Promissory Note of Registrant dated July 2, 1998 to MFS Communications
        Company, Inc.
                                                                
2.5.3   Stock Pledge Agreement dated as of July 2, 1998 by Registrant in favor
        of WorldCom, Inc.
                                                                
2.5.4   Master Services Agreement between WorldCom Network Services, Inc. and
        MFS Network Technologies, Inc. dated as of July 2, 1998 (exhibits
        omitted).
                                                                
2.5.5   Assumption and Indemnity Agreement dated as of July 2, 1998 among
        Registrant, WorldCom, Inc., MFS Communications Company, Inc., MFS
        Intelenet, Inc., MFS Datanet, Inc., MFS Telcom, Inc. and MFS
        Communications, Ltd. (schedules omitted).
                                                                
2.5.6   License Agreement between MFS Communications Company, Inc. and
        Registrant dated as of July 2, 1998.