<PAGE>

                                                      Registration No. 333-_____
     As filed with the Securities and Exchange Commission on April 18, 1997
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

             Registration Statement Under The Securities Act of 1933

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

                          HOLMES PROTECTION GROUP, INC.
             (Exact name of registrant as specified in its charter)


            Delaware                                     06-1070719
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


                                 George V. Flagg
                          Holmes Protection Group, Inc.
                                440 Ninth Avenue
                             New York, NY 10001-1695
                                 (212) 760-0650
    (Address, including zip code, and telephone number, including area code,
       of registrant's principal executive offices and agent for service)

                          HOLMES PROTECTION GROUP, INC.
                              AMENDED AND RESTATED
                         SENIOR EXECUTIVES' OPTION PLAN
                                       and
                          HOLMES PROTECTION GROUP, INC.
                            1996 STOCK INCENTIVE PLAN
                            (Full title of the Plans)

                                    Copy to:
                             Jeffrey W. Rubin, Esq.
                  Squadron, Ellenoff, Plesent & Sheinfeld, LLP
                                551 Fifth Avenue
                            New York, New York 10176
                                 (212) 661-6500


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                        Proposed               Proposed
                                                  Amount                 Maximum                Maximum               Amount of
Title of Securities                                To Be             Offering Price            Aggregate            Registration
To Be Registered                               Registered(1)            Per Share           Offering Price               Fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                       <C>                    <C>                     <C>   
Common Stock, par                                                                               
value $0.01 per share                             31,431 shares(4)      $7.28(2)               $228,817.68             $69.34
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                             
value $0.01 per share                            175,000 shares(5)      $5.50(2)               $962,500.00            $291.67
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                                     
value $0.01 per share                            125,000 shares         $5.56                  $695,000.00            $210.61
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                   
value $0.01 per share                             91,000 shares         $6.00                  $546,000.00            $165.45
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                                   
value $0.01 per share                             91,000 shares         $7.00                  $637,000.00            $193.03
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                                      
value $0.01 per share                             91,000 shares         $8.00                  $728,000.00            $220.61
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                        Proposed               Proposed
                                                  Amount                 Maximum                Maximum               Amount of
Title of Securities                                To Be             Offering Price            Aggregate            Registration
To Be Registered                               Registered(1)            Per Share           Offering Price               Fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                       <C>                    <C>                     <C>   
Common Stock, par                                                                                          
value $0.01 per share                         91,000 shares             $9.00                 $819,000.00            $248.18
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                 
value $0.01 per share                         91,000 shares            $10.00                 $910,000.00            $275.76
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                 
value $0.01 per share                         25,000 shares(5)          $7.50(2)              $187,500.00             $56.82
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                 
value $0.01 per share                         50,000 shares(5)          $8.50(2)              $425,000.00            $128.79
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                 
value $0.01 per share                        172,500 shares(5)         $12.00(2)            $2,070,000.00            $627.27
---------------------------------------------------------------------------------------------------------------------------------
Common stock, par                                                                                       
value $0.01 per share                        997,500 shares(5)         $14.88(3)           $14,842,800.00          $4,497.82
---------------------------------------------------------------------------------------------------------------------------------
TOTALS                                                                                     $23,051,619.96          $6,985.35
=================================================================================================================================
</TABLE>

(1)  Plus such indeterminate number of shares pursuant to Rule 416 as may be
     issued in respect of stock splits, stock dividends and similar
     transactions.

(2)  Based upon the actual prices at which the 1,033,931 shares subject to
     options currently outstanding under the Amended and Restated Senior
     Executives' Option Plan (the "1994 Plan") and the 1996 Stock Incentive Plan
     (the "1996 Plan") are exercisable.

(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
     the average high and low prices for the Common Stock, as reported on the
     Nasdaq National Market on April 14, 1997.

(4)  The number of shares of Common Stock being registered represents the number
     of shares of Common Stock that may be issued on the date hereof under the
     1994 Plan pursuant to options issued under the 1994 Plan.

(5)  The number of shares of Common Stock being registered represents the number
     of shares of Common Stock that may be issued on the date hereof under the
     1996 Plan pursuant to options issued or to be issued under the 1996 Plan.

                                      - 2 -

<PAGE>


                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") has been or will be
sent or given to participants in the 1994 Plan and the 1996 Plan (collectively,
the "Plans") as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933 (the
"Securities Act"). Such document(s) are not being filed with the Commission but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                EXPLANATORY NOTE

         This Registration Statement includes a Prospectus, prepared in
accordance with the requirements of Form S-3, which, pursuant to General
Instruction C of Form S-8, may be used for (i) the offer and sale by certain
officers and directors of the Company who may be deemed to be "affiliates" of
the Company, as that term is defined in Rule 405 under the Securities Act, of
securities registered hereunder and (ii) reoffers and resales by certain
participants in the 1994 Plan and the 1996 Plan of shares of Common Stock, which
shares are "restricted securities" as defined in Rule 144 under the Securities
Act, issued upon the exercise of options granted pursuant to the 1994 Plan and
the 1996 Plan.


                                      - 3 -

<PAGE>


                          HOLMES PROTECTION GROUP, INC.

                                   ----------

                    COMMON STOCK (Par Value $0.01 Per Share)

                                   ----------


     UP TO 31,431 SHARES OF COMMON STOCK UNDER HOLMES PROTECTION GROUP, INC.
                  AMENDED AND RESTATED SENIOR EXECUTIVES' PLAN
                                       AND
   UP TO 2,000,000 SHARES OF COMMON STOCK UNDER HOLMES PROTECTION GROUP, INC.
                            1996 STOCK INCENTIVE PLAN

         This Prospectus relates to (i) offers and sales of shares of Common
Stock, par value $0.01 per share (the "Common Stock"), of Holmes Protection
Group, Inc., a Delaware corporation (the "Company" or "Holmes"), that have been
or will be acquired by certain officers and directors (the "Management Selling
Security Holders") who may be deemed to be "affiliates" of the Company, as
defined in Rule 405 under the Securities Act of 1933 (the "Securities Act"),
upon exercise of options (the "Options") granted pursuant to the Holmes
Protection Group, Inc. Amended and Restated Senior Executives' Plan (the "1994
Plan") and the Holmes Protection Group, Inc. 1996 Stock Incentive Plan (the
"1996 Plan") and (ii) reoffers and resales by certain participants (the "Plan
Selling Security Holders," and, together with the Management Selling Security
Holders, the "Selling Security Holders") in the 1994 Plan and the 1996 Plan of
shares of Common Stock, which shares are "restricted securities" as defined in
Rule 144 under the Securities Act, issued upon the exercise of Options granted
pursuant to the 1994 Plan and the 1996 Plan.

         The Common Stock is quoted on the Nasdaq National Market(R) (the
"Nasdaq National Market") under the symbol "HLMS." The closing sales price for
the Common Stock on April 14, 1997 was $15.00 per share.

         Shares of Common Stock covered by this Prospectus (the "Shares") may be
offered and sold from time to time directly by the Selling Security Holders or
through brokers on the Nasdaq National Market or otherwise at the prices
prevailing at the time of such sales. No specified brokers or dealers have been
designated by the Selling Security Holders, and no agreement has been entered
into in respect of brokerage commissions or for the exclusive or coordinated
sale of any securities which may be offered pursuant to this Prospectus. The net
proceeds to the Selling Security Holders will be the proceeds received by them
upon such sales, less brokerage commissions, if any. The Company will pay all
expenses of preparing and reproducing this Prospectus, but will not receive any
of the proceeds from sales by any of the Selling Security Holders. The Selling
Security Holders, and any broker-dealers, agents, or underwriters through whom
the Shares are sold, may be deemed "underwriters" within the meaning of the
Securities Act with respect to securities offered by them, and any profits
realized or commissions received by them may be deemed underwriting
compensation. See "Plan of Distribution."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

          THE COMMON STOCK OFFERED HEREBY INVOLVES A SUBSTANTIAL DEGREE
                          OF RISK. SEE "RISK FACTORS."

         No dealer, salesman, or any other person has been authorized to give
any information or to make any representation other than as contained or
incorporated by reference herein and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy securities by anyone in any jurisdiction in which such offering may
not lawfully be made. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company or the information herein since the
date hereof. See "Risk Factors."

                                   ----------

                  The date of this Prospectus is April 18, 1997


<PAGE>

                              AVAILABLE INFORMATION

         The Company has filed with the Securities and Exchange Commission (the
"Commission"), 450 Fifth Street, N.W., Washington, D.C. 20549, a Registration
Statement (the "Registration Statement") under the Securities Act with respect
to the offering and sale from time to time of the Shares. This Prospectus does
not contain all the information set forth in the Registration Statement and the
exhibits thereto, as permitted by the rules and regulations of the Commission.
For further information, reference is made to the Registration Statement and to
the exhibits filed therewith. Statements contained in this Prospectus as to the
contents of any contract or other document which has been filed or incorporated
by reference as an exhibit to the Registration Statement are qualified in their
entirety by reference to such exhibits for a complete statement of their terms
and conditions. Additionally, the Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy statements, and other
information statements with the Commission. Copies of such materials may be
inspected without charge at the offices of the Commission, and copies of all or
any part thereof may be obtained from the Commission's public reference
facilities at 450 Fifth Street, N.W., Washington D.C. 20549 or at the regional
offices of the Commission located at 7 World Trade Center, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, upon
payment of the fees prescribed by the Commission. The Registration Statement has
been filed electronically with the Commission. The Commission maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission
at http://www.sec.gov. In addition, the Common Stock is quoted on the Nasdaq
National Market. Reports and other information concerning the Company may be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         Incorporated herein by reference and made a part of this Prospectus are
the following (1) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 and (2) the description of the Common Stock, which is
registered under Section 12 of the Exchange Act, contained in the Company's
Registration Statement on Form 10, as amended, originally filed with the
Commission on July 12, 1994. All documents subsequently filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the termination of
the offering made hereby will be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the respective dates of filing of
such documents. Any statement contained in any document incorporated by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus. All information appearing in this
Prospectus is qualified in its entirety by the information and financial
statements (including notes thereto) appearing in the documents incorporated
herein by reference, except to the extent set forth in the immediately preceding
statement.

         The Company will provide without charge to each person who receives a
prospectus, upon written or oral request of such person, a copy of the
information that is incorporated by reference herein (not including exhibits to
the information that is incorporated by reference herein). Requests for such
information should be directed to: Holmes Protection Group, Inc., 440 Ninth
Avenue, New York, NY 10001-1695; Attention: Secretary. The Company's telephone
number is: (212) 760-0650.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements included or incorporated by reference into this
Prospectus constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. All such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company,
or industry results, to be materially different from any future results,
performance, or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following: general economic
and business conditions; cancellation rates of subscribers; competitive factors
in the industry, including additional competition from existing competitors or
future entrants to the industry; social and economic conditions; local, state
and federal regulations; changes in business strategy or development plans; the
Company's indebtedness; availability, terms and deployment of capital;
availability of qualified personnel; and other factors referenced in this
Prospectus and in the Company's filings with the Commission.


                                      - 2 -

<PAGE>


                                   THE COMPANY

         The following summary is qualified in its entirety by reference to the
more detailed information and the financial statements and the related notes
appearing elsewhere in this Prospectus or incorporated herein by reference. Each
prospective investor is urged to read this Prospectus in its entirety.
Investment in the securities offered hereby involves a high degree of risk. See
"Risk Factors."

         Holmes Protection Group, Inc. (the "Company" or "Holmes") provides
security alarm monitoring services and designs, sells, installs and services
electronic security systems for commercial and mid- to high-end residential
subscribers. These systems include event detection devices, surveillance
equipment and access control devices which restrict access to specified areas.
The Company currently provides its services in New York, New Jersey,
Pennsylvania, Texas, Tennessee, California, Massachusetts and Florida, and
conducts its operations primarily through 16 branch offices, six central
monitoring station and 69 independent alarm service dealers and franchisees.
According to the latest available survey, published in May 1996, the Company was
the twelfth largest provider of electronic security services in the United
States in terms of total 1995 revenues.

         Following an internal management transition and reorganization in 1995,
the Company, in 1996, engaged the services of several former senior executives
of The National Guardian Corporation, a large national electronic security alarm
services company which was acquired by Ameritech Monitoring Services, Inc., in
October 1995. Among the executives hired by the Company was George V. Flagg, the
Company's President and Chief Executive Officer, who served as the President and
Chief Executive Officer of National Guardian from 1986 to 1995. Under the
direction of the Company's new management team, the Company is implementing a
business strategy involving a combination of strategic acquisitions and internal
growth. In regard to strategic acquisitions, the Company intends to pursue both
(i) fold-in acquisitions, which consist of businesses or portfolios of alarm
monitoring accounts that can be readily combined with the Company's existing
branch offices and management structure and (ii) new market acquisitions, which
consist of companies in the electronic security services industry located
outside the Company's current geographic market. In regard to its internal
growth strategy, the Company intends to capitalize on public recognition of the
historic Holmes brand name (which has been utilized in the security services
industry since 1858) in connection with (i) expanding its security services
product offerings, including the HolmesNet system for wireless data
communications; (ii) strengthening its national accounts program; (iii)
increasing its sales and marketing efforts; and (iv) expanding its dealer
operations.

         The Company's revenues consist primarily of recurring payments under
written contracts for security alarm monitoring activities and associated
services, which represented approximately 70% of total revenues in 1996. The
Company monitors digital alarm signals arising from various activities,
including burglaries, fires and other events, through security systems installed
at subscribers' premises. These signals are received and processed at the
Company's relevant central monitoring station. In order to reduce overall
manpower requirements, achieve economies of scale and other cost efficiencies,
and enhance the quality of service being provided, the Company consolidated its
central monitoring stations in the Northeast into one facility located in
Edison, New Jersey, with monitoring capacity of approximately 60,000 accounts.
In addition, the Company has acquired several businesses with central monitoring
stations with the capacity to process approximately 60,000 additional accounts.
An additional 21% of the Company's total revenues in 1996 was comprised of
direct sales and installation of security equipment. The balance of the
Company's revenues in 1996 was derived from (i) jewelry vault rentals, (ii)
insured parcel delivery services for the jewelry trade and (iii) royalty fees
and product sales relating to its franchise and dealer operations.

         Approximately 80% of the Company's business is derived from commercial
customers, including financial institutions, jewelry and fine art dealers,
corporate headquarters, manufacturers, distribution facilities and health care
and education facilities. The Company's residential business focuses principally
on mid- to high-end customers.

         Electronic security services is a consolidating but still a highly
fragmented industry, consisting of a large number of local and regional
companies and several integrated national companies. The fragmented nature of
the industry can be attributed to the low capital requirements associated with
performing basic installation and maintenance of electronic security systems.
However, the business of a full service, integrated electronic security services
company providing central station monitoring services is capital intensive, and
the Company believes that the high fixed costs of establishing both central
monitoring stations and full service operations contribute to the small number
of national competitors. The low marginal cost of monitoring additional
customers has been one of the principal factors leading full service, integrated
electronic security services companies to seek acquisitions of other electronic
security businesses to consolidate into their existing operations. The principal
focus of the Company's business strategy is to pursue acquisitions in this
environment.


                                      - 3 -

<PAGE>

                                  RISK FACTORS

         This Prospectus contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Actual results
could differ materially from those projected in the forward-looking statements
as a result of certain uncertainties set forth below and elsewhere in this
Prospectus. An investment in the Shares is highly speculative, involves a high
degree of risk. Prospective investors, prior to making an investment decision,
should carefully consider the following risk factors, in addition to the other
information set forth in this Prospectus, in connection with an investment in
the Common Stock offered hereby.

Recent Net Losses and Accumulated Deficit

         The Company incurred a net loss in 1996 and 1995 of $2,452,000 and
$1,197,000, respectively. The losses reflect non-recurring charges of $700,000
and $2,074,000 in 1996 and 1995, respectively and the cumulative effect of the
change in the method of accounting for non-refundable payments received from
customers for company-owned systems resulting in a net credit after tax of
$2,477,000 in 1995. The Company had net income of $404,000 in 1994. At December
31, 1996, the Company had an accumulated deficit of $72,829,000 up from
$70,188,000 at December 31, 1995 and a working capital deficit of $2,171,000
down from $5,246,000 at December 31, 1995. For a further discussion of the
effect of the non-recurring charge and the cumulative effect of the change in
the method of accounting for non-refundable payments, see Notes 4 and 5 to Notes
to the Consolidated Financial Statements.

Geographic Concentration

         The Company's existing subscriber base is geographically concentrated
predominantly in New York, New Jersey and Pennsylvania. Accordingly, the
performance of the Company may be adversely affected by regional or local
economic conditions.

         The Company may from time to time make acquisitions in regions outside
of its current operating area. The acquisition of companies in other regions, or
in metropolitan areas in which the Company does not currently have subscribers,
requires an investment by the Company. In order for the Company to expand
successfully into a new area, the Company must acquire companies with a
sufficient number and density of subscriber accounts in such area to support the
investment. There can be no assurance that the Company will find such
opportunities or that an expansion into new geographic areas will generate
operating profits.

Risk Related to Growth Through Acquisitions

         One of the Company's primary strategies is to increase its revenues and
the markets it serves through the acquisition of other companies in the
electronic security services industry and portfolios of alarm monitoring
accounts. There can be no assurance that the Company will be able to acquire or
profitably manage suitable acquisition candidates or successfully integrate such
businesses into its operations without substantial costs, delays or other
problems. In addition, there can be no assurance that any businesses acquired
will be profitable at the time of their acquisition or will achieve sales and
profitability that justify the investment therein or that the Company will be
able to realize expected operating and economic efficiencies following such
acquisitions. Acquisitions may involve a number of special risks, including
adverse effects on the Company's reported operating results, diversion of
management's attention, increased burdens on the Company's management resources
and financial controls, dependence on retention and hiring of key personnel,
risks associated with unanticipated problems or legal liabilities, and
amortization of acquired intangible assets, some or all of which could have a
material adverse effect on the Company's operations and financial performance.

Customer Cancellation Rates

         The Company is heavily dependent on its recurring monitoring and
service revenues. Given the relatively fixed nature of monitoring and service
expenses, increases and decreases in monitoring and service revenues have a
significant impact on the Company's profitability. Substantially all of the
Company's monitoring and service revenues are derived from recurring charges to
subscribers for the provision of various services. Although no single subscriber
represents more than one-half of one percent of the Company's recurring revenue
base, the Company is vulnerable to subscribers canceling their contracts. In
recent years, lost recurring revenues from such cancellations have exceeded the
new recurring revenues added by the Company's sales efforts. However, the
Company's cancellation rate (as defined in detail below), representing lost
recurring revenues from cancellations as a percentage of gross recurring
revenues, decreased significantly from 15.2% in 1991 to 10.8% in 1996. Although
the Company's rate of subscriber cancellations has been

                                      - 4 -

<PAGE>


substantially reduced since 1991, there can be no assurance that this rate may
not increase in the future for a variety of reasons associated with general
economic conditions, market competition and the level of customer satisfaction
with the Company's services.

         As described herein, the "cancellation rate" means the gross recurring
revenues lost through cancellation in a given period; less those recurring
revenues derived from subscribers who cancel their service with the Company in
order to move and then contract for the Company's services at their new
premises; and less those recurring revenues derived from new subscribers who
occupy a vacant premises where the Company has an existing company-owned system
and who contract for the Company's services using that equipment; divided by the
gross recurring revenues in force at the beginning of the period, annualized and
expressed as a percentage.

Competition

         The electronic security services industry is highly competitive and
fragmented. The Company competes with national and regional companies, as well
as smaller local companies, in all of its operations. Furthermore, new
competitors are continuing to enter the industry and the Company may encounter
additional competition from such future industry entrants. Subject to regulatory
compliance, certain companies engaged in the telephone and cable business are
competing in the electronic security services industry and other such companies
may, in the future, enter the industry. Certain of the Company's current
competitors have, and new competitors may have, substantially greater financial
resources than the Company.

Significant Ownership of Common Stock by Certain Stockholders

         The Company believes that at March 27, 1997, seven U.S. insurance
companies and other institutions (the "Institutions") owned approximately 26%
(28% including warrants to purchase an aggregate of 193,150 shares of Common
Stock at $10.68 per share (the "Institution Warrants")) of the Company's
outstanding shares of Common Stock. The Institution Warrants are in the process
of being adjusted in accordance with anti-dilution provisions contained therein
to increase the number of shares purchasable and to reduce the exercise price
thereof. Such adjustment will reflect the issuance of the New Bank Warrants (as
defined below) and the stock options granted under the 1996 Plan. The Company
does not believe that upon such adjustment the number of shares purchasable will
exceed 210,000 or the exercise price thereof will be reduced below $10.00 per
share. Pursuant to the Exchange Agreement, dated as of December 18, 1991, which
agreement was amended as of January 31, 1992, May 24, 1992 and June 30, 1992
(the "Exchange Agreement"), between the Institutions and the Company, the
Institutions are entitled to nominate two directors (the "Institution-Nominees")
to the Company's Board of Directors (the "Board") based on their ownership of
Common Stock. At March 27, 1997, HP Partners L.P., a Delaware limited
partnership (the "Investor"), owned approximately 26% (34% including warrants to
purchase 685,714 shares of Common Stock at an exercise price of $4.58 per share
(the "Investor Warrants")) of the Company's outstanding shares of Common Stock.
Pursuant to the Investment Agreement, dated as of June 29, 1994, between the
Investor and the Company (the "Investment Agreement"), the number of directors
the Investor is entitled to nominate to the Board (the "Investor-Nominees") is
three. The size of the Board is currently fixed at nine members; however, there
exists one vacant seat on the Board. As of a result of these separate agreements
with the Company, the Institution-Nominees and the Investor-Nominees constitute
a majority of the Company's directors and are therefore in a position to control
the Company.

Liability for Employee Acts and Defective Equipment

         The nature of the security services provided by the Company potentially
exposes it to greater risk of liability claims for employee acts or omissions or
system failure than may be inherent in many other service businesses. Although
(i) substantially all of the Company's customers have subscriber agreements
which contain provisions for limited liability and predetermined liquidated
damages and (ii) the Company carries insurance which it believes provides
adequate coverage for businesses of the Company's type, there can be no
assurance that such existing arrangements will prevent the Company from being
adversely affected as a result of damages arising from the acts of its
employees, defective equipment or because some jurisdictions prohibit or
restrict limitations on liabilities and liquidated damages. In addition, certain
of the Company's insurance policies and the laws of some states may limit or
prohibit insurance coverage for punitive damages and for certain other kinds of
damages arising from employee misconduct.

Possible Adverse Effects of Government Regulations


                                      - 5 -

<PAGE>

         The Company's operations are subject to a variety of federal, state,
county and municipal laws, regulations and licensing requirements. Many of the
states in which Holmes operates, as well as certain local authorities, require
Holmes to obtain licenses or permits to conduct a security alarm services
business. Certain governmental entities also require persons engaged in the
security alarm services business to be licensed and to meet certain standards in
the selection and training of employees and in the conduct of business. The loss
of such licenses, or the imposition of conditions on the granting or retention
of such licenses, could have a material adverse effect on the Company. The
Company believes that it holds the required licenses and is in substantial
compliance with all licensing and regulatory requirements in each jurisdiction
in which it operates.

Dependence upon Senior Management

         The success of the Company's business is dependent upon the active
participation of the executive officers of the Company, most of whom have only
recently been employed by the Company. In the event that the services of certain
of such officers are lost for any reason, the Company's business may be
materially and adversely affected.

Possible Anti-takeover Effects of Delaware Law

         The Company is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. In general, Section 203 prohibits a publicly held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person becomes an interested stockholder, unless the
business combination is approved in a prescribed manner or unless the interested
stockholder acquires at least 85% of the corporation's voting stock (excluding
shares held by certain designated stockholders) in the transaction in which it
becomes an interested stockholder. A "business combination" includes mergers,
asset sales, and other transactions resulting in a financial benefit to the
interested stockholder. Subject to certain exceptions, an "interested
stockholder" is a person who, together with affiliates and associates, owns, or
within the previous three years did own, 15% or more of the corporation's voting
stock. This provision of the Delaware law could delay and make more difficult a
business combination even if the business combination could be beneficial, in
the short term, to the interests of the stockholders. This provision of the
Delaware law could also limit the price certain investors might be willing to
pay in the future for shares of Common Stock.

Classified Board of Directors; No Stockholder Action by Written Consent;
Supermajority Voting

         Certain provisions of the Restated Certificate of Incorporation could
have an anti-takeover effect by making it more difficult to acquire the Company
by means of (i) a tender offer, a proxy contest or otherwise and (ii) the
removal of incumbent officers and directors. These provisions are expected to
discourage certain types of coercive takeover practices and inadequate takeover
bids and to encourage persons seeking to acquire control of the Company to
negotiate first with the Company. However, these provisions could also delay,
deter or prevent a tender offer or takeover attempt that a stockholder might
consider in its best interest, including those attempts that might result in a
premium over the market price for the shares held by the Company's stockholders.

         The Company's Restated Certificate of Incorporation and By-Laws provide
for the division of the Board into three classes of directors serving staggered
three-year terms. The By-Laws provide that the size of the Board shall be nine,
provided that the Board, by vote of three-quarters of the directors then in
office, may increase or decrease the number of directors in any class. The
classified board provision may prevent any party who acquires control of a
majority of the outstanding voting stock of the Company from obtaining control
of the Board until the second annual stockholders meeting following the date the
acquiror obtains the controlling interest.

         The Restated Certificate of Incorporation of the Company also provides
that stockholder action can be taken only at an annual or special meeting of
stockholders and cannot be taken by written consent in lieu of meeting.
Additionally, the Restated Certificate of Incorporation requires an affirmative
vote of three-quarters of the Company's voting power (unless three-quarters of
the total number of directors then in office shall have approved the amendment)
to amend the provisions of the Restated Certificate of Incorporation with
respect to the number and classification of the Board, stockholder action
without written consent, director liability, indemnification and amendments to
the Restated Certificate of Incorporation.


                                      - 6 -

<PAGE>

Possible Adverse Effect of "False Alarms" Ordinances

         According to an article published in American City and Country Magazine
in 1996, police officers respond to more than 13.7 million alarm activations
annually. Approximately 94% to 98% of these activations are false. Concern has
arisen in certain municipalities about this high incidence of false alarms.

         A number of local governmental authorities have considered or adopted
various measures aimed at reducing the number of false alarms. Such measures
include (i) subjecting alarm monitoring companies to fines or penalties for
transmitting false alarms, (ii) licensing individual alarm systems and the
revocation of such licenses following a specified number of false alarms, (iii)
imposing fines on alarm subscribers for false alarms, (iv) imposing limitations
on the number of times the police will respond to alarms at a particular
location after a specified number of false alarms and (v) requiring further
verification of an alarm signal before the police will respond. Enactment of
such measures could adversely affect the Company's future business and
operations.

Possible Volatility of Stock Price

         The stock market has from time to time experienced extreme price and
volume fluctuations that have been unrelated to the operating performance of
particular companies. The market price of the Company's Common Stock may be
significantly affected by quarterly variations in the Company's operating
results, changes in financial estimates by securities analysts or failure by the
Company to meet such estimates, litigation involving the Company, general trends
in the security alarm industry, actions by governmental agencies, national
economic and stock market conditions, industry reports and other factors, many
of which are beyond the control of the Company.

Shares Eligible for Future Sale; Registration Rights

          As of March 27, 1997, the Company had 5,828,062 shares of Common Stock
outstanding. In addition, 878,864 shares of Common Stock are reserved for
issuance upon the exercise of outstanding Investor Warrants and Institution
Warrants (subject to adjustment as described above in "Significant Ownership of
Common Stock by Certain Stockholders"), 166,666 shares of Common Stock are
reserved for issuance upon exercise of outstanding warrants issued to Merita
Bank Ltd. and Bank of Boston Connecticut (the "New Bank Warrants"), 2,196,860
shares of Common Stock are reserved for issuance upon exercise of outstanding
options including 165,429 shares of Common Stock which are reserved for issuance
upon exercise of options which have been granted under the Company's 1992
Directors' Option Plan, 31,431 shares of Common Stock which are reserved for
issuance upon exercise of options which have been granted under the 1994 Plan,
1,002,500 shares of Common Stock which are reserved for issuance upon exercise
of options which have been granted under the 1996 Plan and 997,500 shares of
Common Stock which are reserved for issuance upon exercise of options which may
be granted pursuant to the 1996 Plan. Currently, substantially all of the shares
of Common Stock outstanding are freely tradeable, except for (i) any such shares
held at any time by an "affiliate" of the Company, as such term is defined under
Rule 144 promulgated under the Securities Act ("Rule 144") and (ii) certain
shares subject to the Registration Rights Agreements described below. The
possibility that substantial amounts of Common Stock may be sold in the public
market could have a material adverse effect on prevailing market prices of the
Common Stock and could impair the Company's ability to raise capital or make
acquisitions through the sale of its equity securities.

         Pursuant to the terms of their respective registration rights
agreements, the Investor and each Institution have been granted certain
registration rights with respect to their shares of Common Stock presently held
or shares of Common Stock issuable upon exercise of their warrants. Similarly,
pursuant to the terms of their respective registration rights agreements, each
of Merita Bank Ltd. and Bank of Boston Connecticut have been granted certain
registration rights with respect to shares of Common Stock issuable upon
exercise of the New Bank Warrants. Finally, in connection with an acquisition
that the Company made in 1996, the Company issued restricted shares of Common
Stock and entered into substantially similar registration rights agreements with
each of the various parties that acquired such restricted shares of Common Stock
with respect thereto. The Company may experience added costs and complexity in
the event such registration rights are exercised. In addition, the exercise of
such rights could have an adverse effect on the market price of the Common
Stock.


                                      - 7 -

<PAGE>

                                 USE OF PROCEEDS

         The Company is unable to predict the time, if ever, when the Options
will be exercised and, therefore, is unable to estimate the net proceeds from
the exercise of the Options. Accordingly, it is expected that the net proceeds
from the sale of the Common Stock underlying the Options will be used by the
Company for general corporate purposes. The Company will not receive any
proceeds from the sale of the Common Stock by the Selling Security Holders.

                            SELLING SECURITY HOLDERS

         The following table sets forth (i) the name and principal position(s)
over the past three years with the Company of each of the Selling Security
Holders, (ii) the number of shares of Common Stock beneficially owned by each
Selling Security Holder as of April 14, 1997; and (iii) the number of shares of
Common Stock available to be acquired by each Selling Security Holder pursuant
to the Plans being registered hereby, some or all of which shares may be sold
pursuant to this Prospectus. Since any or all of the shares of Common Stock
listed below may be offered for sale by the Selling Security Holders from time
to time, no estimate can be given as to the number of shares of Common Stock (or
the percentage of the total class of Common Stock outstanding) that will be held
by the Selling Security Holders upon termination of this offering. Also included
among the Selling Security Holders may be certain unnamed non-affiliates of the
Company, each of whom holds less than the lesser of 1000 shares or 1% of the
shares issuable under each Plan. When and if further information becomes
available with respect to the names of additional Selling Security Holders or
the amounts of securities to be acquired pursuant to the Plans and sold by the
Selling Security Holders, such information will be included in a prospectus
supplement. Except as otherwise indicated, the Selling Security Holders listed
on the table have sole voting and investment power with respect to the shares of
Common Stock indicated.


                                      - 8 -

<PAGE>
<TABLE>
<CAPTION>
                                                                       NUMBER OF        NUMBER
                                                                       SHARES OF       OF SHARES
                                                                        COMMON           OF
                                                                         STOCK          COMMON
                                                                       SUBJECT TO        STOCK
                                                                        OPTIONS          OWNED        NUMBER
                                                                         OWNED          BEFORE          OF
NAME OF SELLING                 POSITION WITH                          BEFORE THE         THE         SHARES
SECURITY HOLDER                  THE COMPANY                            OFFERING       OFFERING       OFFERED
==============================================================================================================
<S>                              <C>                                    <C>        <C>               <C>   
Pierre Besuchet                 Director                                 25,000        44,048(1)(2)   25,000

James L. Boehme                 Executive Vice President-Sales          195,000        78,000(2)     195,000(3)
                                and Marketing

Daniel T. Carroll               Director                                 25,000        27,000(2)      25,000

George V. Flagg                 President, Chief Executive Officer      260,000       110,000(2)     260,000(3)
                                and Director

Lawrence R. Glenn               Director                                 25,000        25,000(2)      25,000

Mark S. Hauser                  Director and Vice Chairman of the        40,000     2,241,600(2)(4)   40,000
                                Board                                                      

Lawrence R. Irving              Vice President-Finance                   25,000        10,000(2)      25,000(3)

William P. Lyons                Director and Chairman of the             85,000     2,305,600(2)(4)   85,000
                                Board                                                      

David Jan Mitchell              Director                                 55,000     2,259,600(2)(4)   55,000
                                                                                            
Edward L. Palmer                Director                                 25,000        26,464(2)      25,000

Glenn C. Riker                  Senior Vice President-Human              18,854         6,427(5)(6)   18,854(3)
                                Resources and Assistant Secretary

Dennis M. Stern                 Senior Vice President, General           25,000         5,000(2)      25,000(3)
                                Counsel and Secretary

William Spier                   see footnote 4                           40,000     2,249,600(2)      40,000
</TABLE>
---------------------
(1)  Excludes vested options to purchase 17,884 shares of Common Stock granted
     to Mr. Besuchet under the Company's 1992 Directors' Option Plan (the
     "Directors Plan"). Grants of stock options are no longer permitted under
     the Directors Plan. Such options have a current exercise price of $13.97
     per share, however, they become exercisable only if the price per share of
     the Common Stock on the Nasdaq National Market is not less than $24.45 for
     30 consecutive trading days. Such condition had not been met as of April
     14, 1997.

(2)  Includes options granted under the 1996 Plan to each of Messrs. Besuchet,
     Carroll, Glenn, Hauser, Lyons, Mitchell, Palmer and Spier to purchase
     25,000, 25,000, 25,000, 40,000, 85,000, 55,000, 25,000 and 40,000 shares of
     Common Stock, respectively, at exercise prices ranging from $5.50 to $5.56
     per share. Excludes options granted under the 1996 Plan which have not yet
     vested to each of Messrs. Flagg, Boehme, Irving and Stern to purchase
     156,000, 117,000, 15,000 and 20,000 shares of Common Stock, respectively,
     in accordance with their respective employment agreements.

(3)  Includes shares of Common Stock underlying options which have been granted
     to such Selling Security Holder but which have not yet vested and are not
     exercisable within 60 days of the date hereof. See footnote 2 above and 6
     below.

(4)  Includes 1,515,886 shares of Common Stock and warrants to purchase 685,714
     shares of Common Stock owned by HP Partners L.P. Messrs. Hauser, Mitchell
     and Spier (a former director of the Company who resigned on September 30,
     1996) are stockholders and directors of the general partner of HP Partners
     L.P. and Messrs. Mitchell and Spier are also limited partners of HP
     Partners L.P. Messrs. Hauser, Mitchell and Spier are also the sole
     stockholders of the special limited partner of HP Partners L.P. which is
     entitled to various rights relating to 285,714 of the partnership's
     warrants. Pursuant to HP Partners L.P.'s partnership agreement, Mr. Lyons
     has an arrangement to participate in any economic benefit which Mr. Spier
     obtains as a result of Mr. Spier's shareholding interest in such general
     partner.

(5)  Includes vested options granted under the 1994 Plan to Mr. Riker to
     purchase 4,427 shares of Common Stock at an exercise price of $7.28 per
     share. These options become exercisable only if the price per share of the
     Common Stock on the Nasdaq National Market is not less than $13.30 for 30
     consecutive trading days. Such condition had been met as of April 14, 1997.
     Also includes vested options granted under the 1996 Plan to purchase 2,000
     shares of Common Stock at an exercise price of $12.00 per share.

                                      - 9 -
<PAGE>

(6)  Excludes options which have not yet vested granted under the 1994 Plan to
     purchase 4,427 shares of Common Stock at $7.28 per share, and options which
     have not yet vested granted under the 1996 Plan to purchase 8,000 shares of
     Common Stock at $12.00 per share.


                          DESCRIPTION OF CAPITAL STOCK

Description of Securities

         The following summary of the terms of the Company's capital stock does
not purport to be complete and is qualified in its entirety by reference to the
applicable provisions of Delaware law, the Company's Restated Certificate of
Incorporation and the Company's By-Laws.

         As set forth in the Restated Certificate of Incorporation of the
Company, the Company's authorized capital stock consists of 12,000,000 shares of
Common Stock, par value $.01 per share, of which 5,828,062 shares were
outstanding as of March 27, 1997, and 1,000,000 shares of undesignated Preferred
Stock, par value $1.00 per share, of which no shares are outstanding.

         On March 27, 1995, the Company effected a reverse stock split pursuant
to which one new share of Common Stock, $.01 par value, was exchanged for every
fourteen (14) whole shares of Common Stock, $.25 par value, then issued or
outstanding and shareholders received a cash payment in lieu of any fractional
shares. All share amounts and related share price information contained in this
Prospectus or incorporated by reference herein have been adjusted to give effect
to such reverse stock split.

Common Stock

         The holders of Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders. Subject to
the prior right of any holders of Preferred Stock with respect to dividends, the
holders of Common Stock are entitled to receive ratably such dividends as are
declared by the Board out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, holders of Common Stock
have the right to a ratable portion of assets remaining after payment of
liabilities and the liquidation preferences of any outstanding shares of
Preferred Stock. Except with respect to the Institutions pursuant to the
Exchange Agreement (as hereinbefore defined in "Risk Factors--Significant
Ownership of Common Stock by Certain Stockholders"), the holders of Common Stock
have no preemptive rights or rights to convert their Common Stock into any other
securities and are not subject to future calls or assessments by the Company.
All outstanding shares of Common Stock are fully paid and non-assessable.

Preferred Stock

         The Board has the authority to issue the Preferred Stock in one or more
series and to determine the rights, preferences, privileges and restrictions,
including the dividend rights, dividend rate, conversion rights, voting rights,
terms of redemption (including sinking fund provisions), redemption price or
prices, liquidation preferences and the number of shares constituting any series
or the designations of such series, without any further vote or action by the
stockholders, except that (i) any voting rights conferred on such Preferred
Stock require the consent of three-quarters of the entire Board and a majority
of the shares of Common Stock then outstanding and (ii) no regular dividends may
be paid with respect to the Preferred Stock without the consent of the holders
of a majority of the shares of Common Stock then outstanding. These rights and
privileges of the Preferred Stock could adversely affect the voting power of
holders of Common Stock or their rights to receive dividends or liquidation
proceeds. The Company has no present plans to issue any shares of Preferred
Stock. It should be noted, however, that pursuant to the terms of the
Institution Warrants and the Investor Warrants, the Company is prohibited from
issuing any capital stock of any class which has the right to more than one vote
per share or which is preferred as to dividends or as to the distribution of
assets upon voluntary or involuntary dissolution, liquidation or winding up of
the Company.

Warrants

         Investor Warrants. The Investor Warrants entitle the holder thereof to
purchase 685,714 shares of Common Stock and are exercisable at an exercise price
of $4.58 per share at any time prior to expiration, subject to adjustment upon
certain dilutive events. The Investor Warrants expire on August 1, 2004.

         Institution Warrants. The Institution Warrants initially entitled the
holders thereof to purchase an aggregate of 147,572 shares of Common Stock,
subject to adjustment upon certain dilutive events. The Institution Warrants
expire

                                     - 10 -

<PAGE>

on August 13, 2002. The Institution Warrants are exercisable at any time prior
to expiration at an exercise price which is subject to adjustment upon certain
dilutive events.

         As a result of the antidilution provisions contained in the Institution
Warrants, upon the issuance of the Investor Shares and Investor Warrants to the
Investor pursuant to the Investment Agreement, the Institution Warrants were
adjusted to provide for an increase in the number of shares purchasable to
193,150 and a reduction in the exercise price from $13.97 to $10.68.
Additionally, the Institution Warrants are in the process of being adjusted in
accordance with antidilution provisions contained therein to increase the number
of shares purchasable and to reduce the exercise price thereof. Such adjustment
will reflect the issuance of the New Bank Warrants and the stock options granted
under the 1996 Plan. The Company does not believe that upon such adjustment the
number of shares purchasable will exceed 210,000 or the exercise price thereof
will be reduced below $10.00 per share.

         The material provisions of the Investor Warrants and the Institution
Warrants (collectively the "Warrants") are substantially similar. Each of the
Warrants provides that the exercise price and the number of shares of Common
Stock issuable upon exercise of the Warrants are subject to adjustment, from
time to time, upon issuance of shares of Common Stock below certain specified
prices, payment of dividends by the Company in shares of Common Stock or
extraordinary cash dividends, subdivision by the Company of its Common Stock,
combination by the Company of the outstanding shares of Common Stock into a
smaller number of shares of Common Stock, issuance by the Company of certain
rights, options, warrants, evidences of its indebtedness or assets, or in case
of any consolidation, merger or sale of substantially all of the assets of the
Company. Also, as stated above, the terms of the Warrants prohibit the Company
from issuing preferred stock.

         New Bank Warrants. The New Bank Warrants entitle the holders thereof to
purchase 166,666 shares of Common Stock and are exercisable at an exercise price
of $9.75 per share at any time prior to the expiration, subject to adjustment
upon certain dilutive events. The New Bank Warrants expire on the later of
August 30, 2002 or one year after the date on which repayment is made in full on
any indebtedness incurred pursuant to the Credit Facility.

         Each of the New Bank Warrants provides that the exercise price and the
number of shares of Common Stock issuable upon exercise of the Warrants are
subject to adjustment, from time to time, upon issuance of shares of Common
Stock below certain specified prices, payment of dividends by the Company in
shares of Common Stock or extraordinary cash dividends, subdivision by the
Company of its Common Stock, combination by the Company of the outstanding
shares of Common Stock into a smaller number of shares of Common Stock, issuance
by the Company of certain rights, options, warrants, evidences of its
indebtedness or assets, or in case of any consolidation, merger or sale of
substantially all of the assets of the Company.

Delaware Law and Certain Charter and By-Law Provisions

         The Company is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. Section 203 prohibits a publicly-held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless (i) before such person
became an interested stockholder, the board of directors of the corporation
approved the transaction in which the interested stockholder became an
interested stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the interested stockholder's
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced (excluding stock held by directors who are also officers
of the corporation and by employee stock plans that do not provide employees
with the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer); or (iii) following the
transaction in which such person becomes an interested stockholder, the business
consummation is approved by the board of directors of the corporation and
authorized at a meeting of stockholders by the affirmative vote of the holders
of 66 2/3% of the outstanding voting stock of the corporation not owned by the
interested stockholder. A "business combination" includes mergers, asset sales
and other transactions resulting in a financial benefit to the interested
stockholder. Subject to certain exceptions, an "interested stockholder" is a
person who, together with affiliates and associates, owns, or within three years
did own, 15% or more of the corporation's voting stock.

         The Company's Amended and Restated By-Laws (the "By-Laws") and its
Restated Certificate of Incorporation were amended in 1994 to provide for the
division of the Board into three classes of directors serving staggered
three-year terms. The By-Laws provide that the Board, by vote of three-quarters
of the directors then in office, may increase or decrease the size of the Board
and the number of directors in any class. Currently, the size of the Board is
fixed at

                                     - 11 -

<PAGE>


nine members; however, there exists one vacant seat on the Board. The Restated
Certificate of Incorporation also provides that stockholder action can be taken
only at an annual or special meeting of stockholders and cannot be taken by
written consent in lieu of a meeting.

         The General Corporation Law of Delaware provides generally that the
affirmative vote of a majority of the shares entitled to vote on any matter is
required to amend a corporation's Certificate of Incorporation or By-Laws,
unless a corporation's Certificate of Incorporation or By-Laws, as the case may
be, requires a greater percentage. The Restated Certificate of Incorporation
requires an affirmative vote of three-quarters of the Company's voting power
(unless three-quarters of the total number of directors then in office shall
have approved the amendment) to amend the provisions of the Restated Certificate
of Incorporation with respect to the number and classification of the Board,
stockholder action without written consent, director liability, indemnification
and amendments to the Restated Certificate of Incorporation.

         The Restated Certificate of Incorporation contains certain provisions
permitted under the General Corporation Law of Delaware relating to the
liability of directors. The provisions eliminate a Director's liability for
monetary damages for a breach of fiduciary duty, except in certain
circumstances, such as the breach of a Director's duty of loyalty or acts or
omissions not in good faith which involve intentional misconduct or a knowing
violation of law. Further, the Restated Certificate of Incorporation contains
provisions to indemnify the Company's Directors and officers. The Company
believes that these provisions will assist the Company in attracting and
retaining qualified individuals to serve as Directors.

Transfer Agent and Registrar

         ChaseMellon Shareholder Services, L.L.C. serves as Transfer Agent and
Registrar for the Common Stock.


                              PLAN OF DISTRIBUTION

         The Shares offered by this Prospectus may be sold from time to time by
the Selling Security Holders or by transferees thereof. No underwriting
arrangements have been entered into by the Selling Security Holders. The
distribution of the Shares by the Selling Security Holders may be effected in
one or more transactions that may take place in the over-the-counter market,
including ordinary broker's transactions, privately negotiated transactions, or
through sales to one or more dealers for resale of such shares as principals, at
prevailing market prices at the time of sale, prices related to prevailing
market prices, or negotiated prices. Underwriter's discounts and usual and
customary or specifically negotiated brokerage fees or commissions may be paid
by a Selling Security-Holder in connection with sales of the Shares.

         In order to comply with certain state securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the Shares may not be sold
unless such Shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied
with.

         Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Shares may not simultaneously engage in
market-making activities with respect to such Shares for a period of two or nine
business days prior to the commencement of such distribution. In addition to,
and without limiting, the foregoing, each of the Selling Security Holders and
any other person participating in a distribution will be subject to the
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Rules 10b-2, 10b-6, and 10b-7 (and,
upon its effectiveness, Regulation M, which has been promulgated by the
Commission to replace such rules), which provisions may limit the timing of
purchases and sales of any of the Shares by the Selling Security Holders or any
such other person. All of the foregoing may affect the marketability of the
Shares. The Company will bear all expenses of the offering, except that the
Selling Security Holders will pay any applicable brokerage fees or commissions
and transfer taxes.

                                  LEGAL MATTERS

         The validity of the Shares has been passed upon for the Company by
Squadron, Ellenoff, Plesent & Sheinfeld, LLP, New York, New York.


                                     - 12 -

<PAGE>

                                     EXPERTS

         The consolidated financial statements and schedule incorporated by
reference in this Prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said report.











                                     - 13 -

<PAGE>
================================================================================

No dealer, salesman, or any other person has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the offering made hereby, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such an offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstances create any implication
that there has been no change in the affairs of the Company since the date
hereof or that the information contained herein is correct as of any time
subsequent to the dates as of which such information is furnished.

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

                       TABLE OF CONTENTS
                                                                               
                                                           Page
                                                           ----

Available Information.........................................2
Incorporation of Certain Documents by Reference...............2
Special Note Regarding Forward Looking Statements.............2
The Company...................................................3
Risk Factors..................................................4
Use of Proceeds...............................................8                
Selling Security Holders......................................8
Description of Capital Stock.................................10                
Plan of Distribution.........................................12
Legal Matters................................................12                
Experts......................................................13


================================================================================


============================== 
                                
                                
                                
                                
                                
                                
      _________________         
                                
                                
            HOLMES              
      PROTECTION GROUP,         
             INC.               
                                
                                                                               
                                
                                
                                
                                
                                
                                
                                
         Common Stock           
                                
                                
                                
                                
                                
                                
                                
                                
      _________________         
                                
          PROSPECTUS            
                                
      _________________         
                                
                                
                                
             
        April 18, 1997


                   
============================== 
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference


         Incorporated herein by reference and made a part of the Registration
Statement are the following documents filed by the Company with the Commission:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1996; (2) the Company's Proxy Statement on Schedule 14A filed with the
Commission on November 13, 1996; and (3) the description of the Company's Common
Stock contained in the Company's Registration Statement on Form 8-A filed with
the Commission on July 12, 1994. All documents subsequently filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the termination of
the offering made hereby will be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents.

         A copy of any and all of the information included in documents (but not
exhibits thereto except to the extent exhibits have been incorporated in such
documents) that have been incorporated by reference in this Prospectus but which
are not delivered with this Prospectus will be provided by the Company without
charge to any person to whom this Prospectus is delivered, upon the oral or
written request of such person. Such requests should be directed to Holmes
Protection Group, Inc., 440 Ninth Avenue, New York, NY 10001-1695, Attention:
Secretary.

Item 4. Description of Securities

         Not Applicable.

Item 5. Interests of Named Experts and Counsel

         The validity of the Common Stock issuable upon the exercise of options
granted pursuant to the Plans will be passed upon by Squadron, Ellenoff, Plesent
& Sheinfeld, LLP, 551 Fifth Avenue, New York, New York 10176.

Item 6. Indemnification of Directors and Officers

                 Delaware General Corporation Law (the "DGCL"), Section
102(b)(7), enables a corporation in its original certificate of incorporation,
or an amendment thereto validly approved by stockholders, to eliminate or limit
personal liability of members of its Board for violations of a director's
fiduciary duty of care. However, the elimination of limitation shall not apply
where there has been a breach of the duty of loyalty, failure to act in good
faith, intentional misconduct or a knowing violation of a law, the payment of a
dividend or approval of a stock repurchase which is deemed illegal or an
improper personal benefit is obtained. The Company's Restated Certificate of
Incorporation eliminates the liability of directors to the extent permitted by
Section 102(b)(7) of the DGCL.

         Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgement, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative(other than
an action by or in the right of the corporation (a "derivative action")); if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provided that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. The
Restated Certificate of Incorporation of the Company provides for such
indemnification of its directors and officers as permitted by Delaware law.


                                      II-1

<PAGE>

         Reference is made to Article Eleventh of the Restated Certificate of
Incorporation of the Company for certain indemnification rights of officers and
directors of the Company.

         In addition, the Company maintains a directors' and officers' liability
insurance policy.

Item 7. Exemption from Registration Claimed

         Not Applicable.

Item 8. Exhibits


    3.1    Restated Certificate of Incorporation.(1)

    3.2    Amended and Restated By-Laws.(1)

    4.3    Holmes Protection Group, Inc. Amended and Restated Senior
           Executives' Option Plan.(2)

    4.4    Holmes Protection Group, Inc. 1996 Stock Incentive Plan. (*)

    4.5    Employment Agreement between the Company and George V. Flagg,
           dated January 8, 1996. (3)

    4.6    Employment Agreement between the Company and James L. Boehme,
           dated January 8, 1996. (3)

    4.7    Amendment to Employment Agreement between the Company and James
           L. Boehme, dated June 5, 1996. (4)

    4.8    Employment Agreement between the Company and Lawrence R. Irving,
           dated May 13, 1996. (4)

    5.1    Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP dated March
           31, 1997.(*)

   23.1    Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP (included in
           Exhibit 5).(*)

   23.2    Consent of Arthur Andersen LLP.(*)

   24.1    Power of Attorney (included on the signature page hereof).(*)


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

(1)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the fiscal year ended December 31, 1994.

(2)  Incorporated by reference to Amendment No. 1 to the Company's Registration
     Statement on Form 10/A dated October 13, 1994.

(3)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the fiscal year ended December 31, 1995.

(4)  Incorporated by reference to the Company's Registration Statement on Form
     S-1, dated July 26, 1996.

(*)  Filed herewith.


                                      II-2

<PAGE>


Item 9. Undertakings

    (a) The undersigned registrant hereby undertakes:

    (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act;

         (ii) To reflect in the prospectus any facts or events arising after the
    effective date of the Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    Registration Statement;

         (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the Registration Statement or any
    material change to such information in the Registration Statement;

    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
    the information required to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports filed by the registrant
    pursuant to Section 13 or Section 15(d) of the Exchange Act that are
    incorporated by reference in the Registration Statement.

    (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

    (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

    (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-3

<PAGE>


                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 17th day of
April, 1997.

                          HOLMES PROTECTION GROUP, INC.



                          By: /s/ George V. Flagg
                          -----------------------------------------------
                          George V. Flagg
                          President, Chief Executive Officer and Director

                                POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George V. Flagg and Lawrence R. Irving, or any
one of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all pre- or post-effective amendments to
this Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or their or his substitutes, may lawfully do or
cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


         Signature                      Title                         Date
         ---------                      -----                         ----    




  /s/ George V. Flagg            President, Chief Executive       April 17, 1997
  -------------------------      Officer and Director
      George V. Flagg            (Principal Executive Officer)
                                 
  /s/ Lawrence R. Irving
  -------------------------      Vice President /Finance          April 17, 1997
      Lawrence R. Irving         (Principal Financial Officer)


  /s/ Daniel T. Carroll
  -------------------------      Director                         April 17, 1997
      Daniel T. Carroll

  /s/ Lawrence R. Glenn
  -------------------------      Director                         April 17, 1997
      Lawrence R. Glenn


  /s/ Mark S. Hauser
  -------------------------      Director, Vice Chairman          April 17, 1997
      Mark S. Hauser             of the Board


  /s/ William P. Lyons
  --------------------------     Director, Chairman of            April 17, 1997
      William P. Lyons           the Board



                                   II-4

<PAGE>
   /s/ David Jan Mitchell
   --------------------------    Director                         April 17, 1997
       David Jan Mitchell

   /s/ Edward L. Palmer
   --------------------------    Director                         April 17, 1997
       Edward L. Palmer


                                      II-5

<PAGE>


                                  Exhibit Index

  Exhibit
   Number                     Description
  -------                     -----------

     3.1  Restated Certificate of Incorporation.(1)

     3.2  Amended and Restated By-Laws.(1)

     4.3  Holmes Protection Group, Inc. Amended and Restated Senior Executives'
          Option Plan.(2)

     4.4  Holmes Protection Group, Inc. 1996 Stock Incentive Plan. (*)

     4.5  Employment Agreement between the Company and George V. Flagg, dated
          January 8, 1996. (3)

     4.6  Employment Agreement between the Company and James L. Boehme, dated
          January 8, 1996. (3)

     4.7  Amendment to Employment Agreement between the Company and James L.
          Boehme, dated June 5, 1996. (4)

     4.8  Employment Agreement between the Company and Lawrence R. Irving, dated
          May 13, 1996. (4)

     5.1  Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP dated March
          31, 1997.(*)

     23.1 Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP (included in
          Exhibit 5.1).(*)

     23.2 Consent of Arthur Andersen LLP.(*)

     24.1 Power of Attorney (included on the signature page hereof).(*)


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

(1)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the fiscal year ended December 31, 1994.

(2)  Incorporated by reference to Amendment No. 1 to the Company's Registration
     Statement on Form 10/A dated October 13, 1994.

(3)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the fiscal year ended December 31, 1995.

(4)  Incorporated by reference to the Company's Registration Statement on Form
     S-1, dated July 26, 1996.

(*)  Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 89171}]
{"company-data": {"conformed-name": "HOLMES PROTECTION GROUP INC", "cik": "0000926764", "assigned-sic": "7380", "irs-number": "061070719", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25467", "film-number": "97583660"}, "business-address": {"street1": "440 9TH AVE", "city": "NEW YORK", "state": "NY", "zip": "10001", "phone": "2127600630"}, "mail-address": {"street1": "440 9TH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10001"}}
Registration No. 333-_____
     As filed with the Securities and Exchange Commission on April 18, 1997
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

             Registration Statement Under The Securities Act of 1933

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

                          HOLMES PROTECTION GROUP, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                     06-1070719
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                                 George V. Flagg
                          Holmes Protection Group, Inc.
                                440 Ninth Avenue
                             New York, NY 10001-1695
                                 (212) 760-0650
    (Address, including zip code, and telephone number, including area code,
       of registrant's principal executive offices and agent for service)

                          HOLMES PROTECTION GROUP, INC.
                              AMENDED AND RESTATED
                         SENIOR EXECUTIVES' OPTION PLAN
                                       and
                          HOLMES PROTECTION GROUP, INC.
                            1996 STOCK INCENTIVE PLAN
                            (Full title of the Plans)

                                    Copy to:
                             Jeffrey W. Rubin, Esq.
                  Squadron, Ellenoff, Plesent & Sheinfeld, LLP
                                551 Fifth Avenue
                            New York, New York 10176
                                 (212) 661-6500

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
                                                                        Proposed               Proposed
                                                  Amount                 Maximum                Maximum               Amount of
Title of Securities                                To Be             Offering Price            Aggregate            Registration
To Be Registered                               Registered(1)            Per Share           Offering Price               Fee
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                               
value $0.01 per share                             31,431 shares(4)      $7.28(2)               $228,817.68             $69.34
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                             
value $0.01 per share                            175,000 shares(5)      $5.50(2)               $962,500.00            $291.67
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                                     
value $0.01 per share                            125,000 shares         $5.56                  $695,000.00            $210.61
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                   
value $0.01 per share                             91,000 shares         $6.00                  $546,000.00            $165.45
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                                   
value $0.01 per share                             91,000 shares         $7.00                  $637,000.00            $193.03
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                                      
value $0.01 per share                             91,000 shares         $8.00                  $728,000.00            $220.61
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
                                                                        Proposed               Proposed
                                                  Amount                 Maximum                Maximum               Amount of
Title of Securities                                To Be             Offering Price            Aggregate            Registration
To Be Registered                               Registered(1)            Per Share           Offering Price               Fee
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                                          
value $0.01 per share                         91,000 shares             $9.00                 $819,000.00            $248.18
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                 
value $0.01 per share                         91,000 shares            $10.00                 $910,000.00            $275.76
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                 
value $0.01 per share                         25,000 shares(5)          $7.50(2)              $187,500.00             $56.82
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                 
value $0.01 per share                         50,000 shares(5)          $8.50(2)              $425,000.00            $128.79
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                 
value $0.01 per share                        172,500 shares(5)         $12.00(2)            $2,070,000.00            $627.27
---------------------------------------------------------------------------------------------------------------------------------
Common stock, par                                                                                       
value $0.01 per share                        997,500 shares(5)         $14.88(3)           $14,842,800.00          $4,497.82
---------------------------------------------------------------------------------------------------------------------------------
TOTALS                                                                                     $23,051,619.96          $6,985.35
=================================================================================================================================
(1)  Plus such indeterminate number of shares pursuant to Rule 416 as may be
     issued in respect of stock splits, stock dividends and similar
     transactions.

(2)  Based upon the actual prices at which the 1,033,931 shares subject to
     options currently outstanding under the Amended and Restated Senior
     Executives' Option Plan (the "1994 Plan") and the 1996 Stock Incentive Plan
     (the "1996 Plan") are exercisable.

(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
     the average high and low prices for the Common Stock, as reported on the
     Nasdaq National Market on April 14, 1997.

(4)  The number of shares of Common Stock being registered represents the number
     of shares of Common Stock that may be issued on the date hereof under the
     1994 Plan pursuant to options issued under the 1994 Plan.

(5)  The number of shares of Common Stock being registered represents the number
     of shares of Common Stock that may be issued on the date hereof under the
     1996 Plan pursuant to options issued or to be issued under the 1996 Plan.

                                      - 2 -
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") has been or will be
sent or given to participants in the 1994 Plan and the 1996 Plan (collectively,
the "Plans") as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933 (the
"Securities Act"). Such document(s) are not being filed with the Commission but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                EXPLANATORY NOTE

         This Registration Statement includes a Prospectus, prepared in
accordance with the requirements of Form S-3, which, pursuant to General
Instruction C of Form S-8, may be used for (i) the offer and sale by certain
officers and directors of the Company who may be deemed to be "affiliates" of
the Company, as that term is defined in Rule 405 under the Securities Act, of
securities registered hereunder and (ii) reoffers and resales by certain
participants in the 1994 Plan and the 1996 Plan of shares of Common Stock, which
shares are "restricted securities" as defined in Rule 144 under the Securities
Act, issued upon the exercise of options granted pursuant to the 1994 Plan and
the 1996 Plan.

                                      - 3 -
HOLMES PROTECTION GROUP, INC.

                                   ----------

                    COMMON STOCK (Par Value $0.01 Per Share)

                                   ----------

     UP TO 31,431 SHARES OF COMMON STOCK UNDER HOLMES PROTECTION GROUP, INC.
                  AMENDED AND RESTATED SENIOR EXECUTIVES' PLAN
                                       AND
   UP TO 2,000,000 SHARES OF COMMON STOCK UNDER HOLMES PROTECTION GROUP, INC.
                            1996 STOCK INCENTIVE PLAN

         This Prospectus relates to (i) offers and sales of shares of Common
Stock, par value $0.01 per share (the "Common Stock"), of Holmes Protection
Group, Inc., a Delaware corporation (the "Company" or "Holmes"), that have been
or will be acquired by certain officers and directors (the "Management Selling
Security Holders") who may be deemed to be "affiliates" of the Company, as
defined in Rule 405 under the Securities Act of 1933 (the "Securities Act"),
upon exercise of options (the "Options") granted pursuant to the Holmes
Protection Group, Inc. Amended and Restated Senior Executives' Plan (the "1994
Plan") and the Holmes Protection Group, Inc. 1996 Stock Incentive Plan (the
"1996 Plan") and (ii) reoffers and resales by certain participants (the "Plan
Selling Security Holders," and, together with the Management Selling Security
Holders, the "Selling Security Holders") in the 1994 Plan and the 1996 Plan of
shares of Common Stock, which shares are "restricted securities" as defined in
Rule 144 under the Securities Act, issued upon the exercise of Options granted
pursuant to the 1994 Plan and the 1996 Plan.

         The Common Stock is quoted on the Nasdaq National Market(R) (the
"Nasdaq National Market") under the symbol "HLMS." The closing sales price for
the Common Stock on April 14, 1997 was $15.00 per share.

         Shares of Common Stock covered by this Prospectus (the "Shares") may be
offered and sold from time to time directly by the Selling Security Holders or
through brokers on the Nasdaq National Market or otherwise at the prices
prevailing at the time of such sales. No specified brokers or dealers have been
designated by the Selling Security Holders, and no agreement has been entered
into in respect of brokerage commissions or for the exclusive or coordinated
sale of any securities which may be offered pursuant to this Prospectus. The net
proceeds to the Selling Security Holders will be the proceeds received by them
upon such sales, less brokerage commissions, if any. The Company will pay all
expenses of preparing and reproducing this Prospectus, but will not receive any
of the proceeds from sales by any of the Selling Security Holders. The Selling
Security Holders, and any broker-dealers, agents, or underwriters through whom
the Shares are sold, may be deemed "underwriters" within the meaning of the
Securities Act with respect to securities offered by them, and any profits
realized or commissions received by them may be deemed underwriting
compensation. See "Plan of Distribution."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

          THE COMMON STOCK OFFERED HEREBY INVOLVES A SUBSTANTIAL DEGREE
                          OF RISK. SEE "RISK FACTORS."

         No dealer, salesman, or any other person has been authorized to give
any information or to make any representation other than as contained or
incorporated by reference herein and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy securities by anyone in any jurisdiction in which such offering may
not lawfully be made. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company or the information herein since the
date hereof. See "Risk Factors."

                                   ----------

                  The date of this Prospectus is April 18, 1997
AVAILABLE INFORMATION

         The Company has filed with the Securities and Exchange Commission (the
"Commission"), 450 Fifth Street, N.W., Washington, D.C. 20549, a Registration
Statement (the "Registration Statement") under the Securities Act with respect
to the offering and sale from time to time of the Shares. This Prospectus does
not contain all the information set forth in the Registration Statement and the
exhibits thereto, as permitted by the rules and regulations of the Commission.
For further information, reference is made to the Registration Statement and to
the exhibits filed therewith. Statements contained in this Prospectus as to the
contents of any contract or other document which has been filed or incorporated
by reference as an exhibit to the Registration Statement are qualified in their
entirety by reference to such exhibits for a complete statement of their terms
and conditions. Additionally, the Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy statements, and other
information statements with the Commission. Copies of such materials may be
inspected without charge at the offices of the Commission, and copies of all or
any part thereof may be obtained from the Commission's public reference
facilities at 450 Fifth Street, N.W., Washington D.C. 20549 or at the regional
offices of the Commission located at 7 World Trade Center, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, upon
payment of the fees prescribed by the Commission. The Registration Statement has
been filed electronically with the Commission. The Commission maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission
at http://www.sec.gov. In addition, the Common Stock is quoted on the Nasdaq
National Market. Reports and other information concerning the Company may be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         Incorporated herein by reference and made a part of this Prospectus are
the following (1) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 and (2) the description of the Common Stock, which is
registered under Section 12 of the Exchange Act, contained in the Company's
Registration Statement on Form 10, as amended, originally filed with the
Commission on July 12, 1994. All documents subsequently filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the termination of
the offering made hereby will be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the respective dates of filing of
such documents. Any statement contained in any document incorporated by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus. All information appearing in this
Prospectus is qualified in its entirety by the information and financial
statements (including notes thereto) appearing in the documents incorporated
herein by reference, except to the extent set forth in the immediately preceding
statement.

         The Company will provide without charge to each person who receives a
prospectus, upon written or oral request of such person, a copy of the
information that is incorporated by reference herein (not including exhibits to
the information that is incorporated by reference herein). Requests for such
information should be directed to: Holmes Protection Group, Inc., 440 Ninth
Avenue, New York, NY 10001-1695; Attention: Secretary. The Company's telephone
number is: (212) 760-0650.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements included or incorporated by reference into this
Prospectus constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. All such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company,
or industry results, to be materially different from any future results,
performance, or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following: general economic
and business conditions; cancellation rates of subscribers; competitive factors
in the industry, including additional competition from existing competitors or
future entrants to the industry; social and economic conditions; local, state
and federal regulations; changes in business strategy or development plans; the
Company's indebtedness; availability, terms and deployment of capital;
availability of qualified personnel; and other factors referenced in this
Prospectus and in the Company's filings with the Commission.

                                      - 2 -
THE COMPANY

         The following summary is qualified in its entirety by reference to the
more detailed information and the financial statements and the related notes
appearing elsewhere in this Prospectus or incorporated herein by reference. Each
prospective investor is urged to read this Prospectus in its entirety.
Investment in the securities offered hereby involves a high degree of risk. See
"Risk Factors."

         Holmes Protection Group, Inc. (the "Company" or "Holmes") provides
security alarm monitoring services and designs, sells, installs and services
electronic security systems for commercial and mid- to high-end residential
subscribers. These systems include event detection devices, surveillance
equipment and access control devices which restrict access to specified areas.
The Company currently provides its services in New York, New Jersey,
Pennsylvania, Texas, Tennessee, California, Massachusetts and Florida, and
conducts its operations primarily through 16 branch offices, six central
monitoring station and 69 independent alarm service dealers and franchisees.
According to the latest available survey, published in May 1996, the Company was
the twelfth largest provider of electronic security services in the United
States in terms of total 1995 revenues.

         Following an internal management transition and reorganization in 1995,
the Company, in 1996, engaged the services of several former senior executives
of The National Guardian Corporation, a large national electronic security alarm
services company which was acquired by Ameritech Monitoring Services, Inc., in
October 1995. Among the executives hired by the Company was George V. Flagg, the
Company's President and Chief Executive Officer, who served as the President and
Chief Executive Officer of National Guardian from 1986 to 1995. Under the
direction of the Company's new management team, the Company is implementing a
business strategy involving a combination of strategic acquisitions and internal
growth. In regard to strategic acquisitions, the Company intends to pursue both
(i) fold-in acquisitions, which consist of businesses or portfolios of alarm
monitoring accounts that can be readily combined with the Company's existing
branch offices and management structure and (ii) new market acquisitions, which
consist of companies in the electronic security services industry located
outside the Company's current geographic market. In regard to its internal
growth strategy, the Company intends to capitalize on public recognition of the
historic Holmes brand name (which has been utilized in the security services
industry since 1858) in connection with (i) expanding its security services
product offerings, including the HolmesNet system for wireless data
communications; (ii) strengthening its national accounts program; (iii)
increasing its sales and marketing efforts; and (iv) expanding its dealer
operations.

         The Company's revenues consist primarily of recurring payments under
written contracts for security alarm monitoring activities and associated
services, which represented approximately 70% of total revenues in 1996. The
Company monitors digital alarm signals arising from various activities,
including burglaries, fires and other events, through security systems installed
at subscribers' premises. These signals are received and processed at the
Company's relevant central monitoring station. In order to reduce overall
manpower requirements, achieve economies of scale and other cost efficiencies,
and enhance the quality of service being provided, the Company consolidated its
central monitoring stations in the Northeast into one facility located in
Edison, New Jersey, with monitoring capacity of approximately 60,000 accounts.
In addition, the Company has acquired several businesses with central monitoring
stations with the capacity to process approximately 60,000 additional accounts.
An additional 21% of the Company's total revenues in 1996 was comprised of
direct sales and installation of security equipment. The balance of the
Company's revenues in 1996 was derived from (i) jewelry vault rentals, (ii)
insured parcel delivery services for the jewelry trade and (iii) royalty fees
and product sales relating to its franchise and dealer operations.

         Approximately 80% of the Company's business is derived from commercial
customers, including financial institutions, jewelry and fine art dealers,
corporate headquarters, manufacturers, distribution facilities and health care
and education facilities. The Company's residential business focuses principally
on mid- to high-end customers.

         Electronic security services is a consolidating but still a highly
fragmented industry, consisting of a large number of local and regional
companies and several integrated national companies. The fragmented nature of
the industry can be attributed to the low capital requirements associated with
performing basic installation and maintenance of electronic security systems.
However, the business of a full service, integrated electronic security services
company providing central station monitoring services is capital intensive, and
the Company believes that the high fixed costs of establishing both central
monitoring stations and full service operations contribute to the small number
of national competitors. The low marginal cost of monitoring additional
customers has been one of the principal factors leading full service, integrated
electronic security services companies to seek acquisitions of other electronic
security businesses to consolidate into their existing operations. The principal
focus of the Company's business strategy is to pursue acquisitions in this
environment.

                                      - 3 -
RISK FACTORS

         This Prospectus contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Actual results
could differ materially from those projected in the forward-looking statements
as a result of certain uncertainties set forth below and elsewhere in this
Prospectus. An investment in the Shares is highly speculative, involves a high
degree of risk. Prospective investors, prior to making an investment decision,
should carefully consider the following risk factors, in addition to the other
information set forth in this Prospectus, in connection with an investment in
the Common Stock offered hereby.

Recent Net Losses and Accumulated Deficit

         The Company incurred a net loss in 1996 and 1995 of $2,452,000 and
$1,197,000, respectively. The losses reflect non-recurring charges of $700,000
and $2,074,000 in 1996 and 1995, respectively and the cumulative effect of the
change in the method of accounting for non-refundable payments received from
customers for company-owned systems resulting in a net credit after tax of
$2,477,000 in 1995. The Company had net income of $404,000 in 1994. At December
31, 1996, the Company had an accumulated deficit of $72,829,000 up from
$70,188,000 at December 31, 1995 and a working capital deficit of $2,171,000
down from $5,246,000 at December 31, 1995. For a further discussion of the
effect of the non-recurring charge and the cumulative effect of the change in
the method of accounting for non-refundable payments, see Notes 4 and 5 to Notes
to the Consolidated Financial Statements.

Geographic Concentration

         The Company's existing subscriber base is geographically concentrated
predominantly in New York, New Jersey and Pennsylvania. Accordingly, the
performance of the Company may be adversely affected by regional or local
economic conditions.

         The Company may from time to time make acquisitions in regions outside
of its current operating area. The acquisition of companies in other regions, or
in metropolitan areas in which the Company does not currently have subscribers,
requires an investment by the Company. In order for the Company to expand
successfully into a new area, the Company must acquire companies with a
sufficient number and density of subscriber accounts in such area to support the
investment. There can be no assurance that the Company will find such
opportunities or that an expansion into new geographic areas will generate
operating profits.

Risk Related to Growth Through Acquisitions

         One of the Company's primary strategies is to increase its revenues and
the markets it serves through the acquisition of other companies in the
electronic security services industry and portfolios of alarm monitoring
accounts. There can be no assurance that the Company will be able to acquire or
profitably manage suitable acquisition candidates or successfully integrate such
businesses into its operations without substantial costs, delays or other
problems. In addition, there can be no assurance that any businesses acquired
will be profitable at the time of their acquisition or will achieve sales and
profitability that justify the investment therein or that the Company will be
able to realize expected operating and economic efficiencies following such
acquisitions. Acquisitions may involve a number of special risks, including
adverse effects on the Company's reported operating results, diversion of
management's attention, increased burdens on the Company's management resources
and financial controls, dependence on retention and hiring of key personnel,
risks associated with unanticipated problems or legal liabilities, and
amortization of acquired intangible assets, some or all of which could have a
material adverse effect on the Company's operations and financial performance.

Customer Cancellation Rates

         The Company is heavily dependent on its recurring monitoring and
service revenues. Given the relatively fixed nature of monitoring and service
expenses, increases and decreases in monitoring and service revenues have a
significant impact on the Company's profitability. Substantially all of the
Company's monitoring and service revenues are derived from recurring charges to
subscribers for the provision of various services. Although no single subscriber
represents more than one-half of one percent of the Company's recurring revenue
base, the Company is vulnerable to subscribers canceling their contracts. In
recent years, lost recurring revenues from such cancellations have exceeded the
new recurring revenues added by the Company's sales efforts. However, the
Company's cancellation rate (as defined in detail below), representing lost
recurring revenues from cancellations as a percentage of gross recurring
revenues, decreased significantly from 15.2% in 1991 to 10.8% in 1996. Although
the Company's rate of subscriber cancellations has been

                                      - 4 -
substantially reduced since 1991, there can be no assurance that this rate may
not increase in the future for a variety of reasons associated with general
economic conditions, market competition and the level of customer satisfaction
with the Company's services.

         As described herein, the "cancellation rate" means the gross recurring
revenues lost through cancellation in a given period; less those recurring
revenues derived from subscribers who cancel their service with the Company in
order to move and then contract for the Company's services at their new
premises; and less those recurring revenues derived from new subscribers who
occupy a vacant premises where the Company has an existing company-owned system
and who contract for the Company's services using that equipment; divided by the
gross recurring revenues in force at the beginning of the period, annualized and
expressed as a percentage.

Competition

         The electronic security services industry is highly competitive and
fragmented. The Company competes with national and regional companies, as well
as smaller local companies, in all of its operations. Furthermore, new
competitors are continuing to enter the industry and the Company may encounter
additional competition from such future industry entrants. Subject to regulatory
compliance, certain companies engaged in the telephone and cable business are
competing in the electronic security services industry and other such companies
may, in the future, enter the industry. Certain of the Company's current
competitors have, and new competitors may have, substantially greater financial
resources than the Company.

Significant Ownership of Common Stock by Certain Stockholders

         The Company believes that at March 27, 1997, seven U.S. insurance
companies and other institutions (the "Institutions") owned approximately 26%
(28% including warrants to purchase an aggregate of 193,150 shares of Common
Stock at $10.68 per share (the "Institution Warrants")) of the Company's
outstanding shares of Common Stock. The Institution Warrants are in the process
of being adjusted in accordance with anti-dilution provisions contained therein
to increase the number of shares purchasable and to reduce the exercise price
thereof. Such adjustment will reflect the issuance of the New Bank Warrants (as
defined below) and the stock options granted under the 1996 Plan. The Company
does not believe that upon such adjustment the number of shares purchasable will
exceed 210,000 or the exercise price thereof will be reduced below $10.00 per
share. Pursuant to the Exchange Agreement, dated as of December 18, 1991, which
agreement was amended as of January 31, 1992, May 24, 1992 and June 30, 1992
(the "Exchange Agreement"), between the Institutions and the Company, the
Institutions are entitled to nominate two directors (the "Institution-Nominees")
to the Company's Board of Directors (the "Board") based on their ownership of
Common Stock. At March 27, 1997, HP Partners L.P., a Delaware limited
partnership (the "Investor"), owned approximately 26% (34% including warrants to
purchase 685,714 shares of Common Stock at an exercise price of $4.58 per share
(the "Investor Warrants")) of the Company's outstanding shares of Common Stock.
Pursuant to the Investment Agreement, dated as of June 29, 1994, between the
Investor and the Company (the "Investment Agreement"), the number of directors
the Investor is entitled to nominate to the Board (the "Investor-Nominees") is
three. The size of the Board is currently fixed at nine members; however, there
exists one vacant seat on the Board. As of a result of these separate agreements
with the Company, the Institution-Nominees and the Investor-Nominees constitute
a majority of the Company's directors and are therefore in a position to control
the Company.

Liability for Employee Acts and Defective Equipment

         The nature of the security services provided by the Company potentially
exposes it to greater risk of liability claims for employee acts or omissions or
system failure than may be inherent in many other service businesses. Although
(i) substantially all of the Company's customers have subscriber agreements
which contain provisions for limited liability and predetermined liquidated
damages and (ii) the Company carries insurance which it believes provides
adequate coverage for businesses of the Company's type, there can be no
assurance that such existing arrangements will prevent the Company from being
adversely affected as a result of damages arising from the acts of its
employees, defective equipment or because some jurisdictions prohibit or
restrict limitations on liabilities and liquidated damages. In addition, certain
of the Company's insurance policies and the laws of some states may limit or
prohibit insurance coverage for punitive damages and for certain other kinds of
damages arising from employee misconduct.

Possible Adverse Effects of Government Regulations

                                      - 5 -
The Company's operations are subject to a variety of federal, state,
county and municipal laws, regulations and licensing requirements. Many of the
states in which Holmes operates, as well as certain local authorities, require
Holmes to obtain licenses or permits to conduct a security alarm services
business. Certain governmental entities also require persons engaged in the
security alarm services business to be licensed and to meet certain standards in
the selection and training of employees and in the conduct of business. The loss
of such licenses, or the imposition of conditions on the granting or retention
of such licenses, could have a material adverse effect on the Company. The
Company believes that it holds the required licenses and is in substantial
compliance with all licensing and regulatory requirements in each jurisdiction
in which it operates.

Dependence upon Senior Management

         The success of the Company's business is dependent upon the active
participation of the executive officers of the Company, most of whom have only
recently been employed by the Company. In the event that the services of certain
of such officers are lost for any reason, the Company's business may be
materially and adversely affected.

Possible Anti-takeover Effects of Delaware Law

         The Company is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. In general, Section 203 prohibits a publicly held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person becomes an interested stockholder, unless the
business combination is approved in a prescribed manner or unless the interested
stockholder acquires at least 85% of the corporation's voting stock (excluding
shares held by certain designated stockholders) in the transaction in which it
becomes an interested stockholder. A "business combination" includes mergers,
asset sales, and other transactions resulting in a financial benefit to the
interested stockholder. Subject to certain exceptions, an "interested
stockholder" is a person who, together with affiliates and associates, owns, or
within the previous three years did own, 15% or more of the corporation's voting
stock. This provision of the Delaware law could delay and make more difficult a
business combination even if the business combination could be beneficial, in
the short term, to the interests of the stockholders. This provision of the
Delaware law could also limit the price certain investors might be willing to
pay in the future for shares of Common Stock.

Classified Board of Directors; No Stockholder Action by Written Consent;
Supermajority Voting

         Certain provisions of the Restated Certificate of Incorporation could
have an anti-takeover effect by making it more difficult to acquire the Company
by means of (i) a tender offer, a proxy contest or otherwise and (ii) the
removal of incumbent officers and directors. These provisions are expected to
discourage certain types of coercive takeover practices and inadequate takeover
bids and to encourage persons seeking to acquire control of the Company to
negotiate first with the Company. However, these provisions could also delay,
deter or prevent a tender offer or takeover attempt that a stockholder might
consider in its best interest, including those attempts that might result in a
premium over the market price for the shares held by the Company's stockholders.

         The Company's Restated Certificate of Incorporation and By-Laws provide
for the division of the Board into three classes of directors serving staggered
three-year terms. The By-Laws provide that the size of the Board shall be nine,
provided that the Board, by vote of three-quarters of the directors then in
office, may increase or decrease the number of directors in any class. The
classified board provision may prevent any party who acquires control of a
majority of the outstanding voting stock of the Company from obtaining control
of the Board until the second annual stockholders meeting following the date the
acquiror obtains the controlling interest.

         The Restated Certificate of Incorporation of the Company also provides
that stockholder action can be taken only at an annual or special meeting of
stockholders and cannot be taken by written consent in lieu of meeting.
Additionally, the Restated Certificate of Incorporation requires an affirmative
vote of three-quarters of the Company's voting power (unless three-quarters of
the total number of directors then in office shall have approved the amendment)
to amend the provisions of the Restated Certificate of Incorporation with
respect to the number and classification of the Board, stockholder action
without written consent, director liability, indemnification and amendments to
the Restated Certificate of Incorporation.

                                      - 6 -
Possible Adverse Effect of "False Alarms" Ordinances

         According to an article published in American City and Country Magazine
in 1996, police officers respond to more than 13.7 million alarm activations
annually. Approximately 94% to 98% of these activations are false. Concern has
arisen in certain municipalities about this high incidence of false alarms.

         A number of local governmental authorities have considered or adopted
various measures aimed at reducing the number of false alarms. Such measures
include (i) subjecting alarm monitoring companies to fines or penalties for
transmitting false alarms, (ii) licensing individual alarm systems and the
revocation of such licenses following a specified number of false alarms, (iii)
imposing fines on alarm subscribers for false alarms, (iv) imposing limitations
on the number of times the police will respond to alarms at a particular
location after a specified number of false alarms and (v) requiring further
verification of an alarm signal before the police will respond. Enactment of
such measures could adversely affect the Company's future business and
operations.

Possible Volatility of Stock Price

         The stock market has from time to time experienced extreme price and
volume fluctuations that have been unrelated to the operating performance of
particular companies. The market price of the Company's Common Stock may be
significantly affected by quarterly variations in the Company's operating
results, changes in financial estimates by securities analysts or failure by the
Company to meet such estimates, litigation involving the Company, general trends
in the security alarm industry, actions by governmental agencies, national
economic and stock market conditions, industry reports and other factors, many
of which are beyond the control of the Company.

Shares Eligible for Future Sale; Registration Rights

          As of March 27, 1997, the Company had 5,828,062 shares of Common Stock
outstanding. In addition, 878,864 shares of Common Stock are reserved for
issuance upon the exercise of outstanding Investor Warrants and Institution
Warrants (subject to adjustment as described above in "Significant Ownership of
Common Stock by Certain Stockholders"), 166,666 shares of Common Stock are
reserved for issuance upon exercise of outstanding warrants issued to Merita
Bank Ltd. and Bank of Boston Connecticut (the "New Bank Warrants"), 2,196,860
shares of Common Stock are reserved for issuance upon exercise of outstanding
options including 165,429 shares of Common Stock which are reserved for issuance
upon exercise of options which have been granted under the Company's 1992
Directors' Option Plan, 31,431 shares of Common Stock which are reserved for
issuance upon exercise of options which have been granted under the 1994 Plan,
1,002,500 shares of Common Stock which are reserved for issuance upon exercise
of options which have been granted under the 1996 Plan and 997,500 shares of
Common Stock which are reserved for issuance upon exercise of options which may
be granted pursuant to the 1996 Plan. Currently, substantially all of the shares
of Common Stock outstanding are freely tradeable, except for (i) any such shares
held at any time by an "affiliate" of the Company, as such term is defined under
Rule 144 promulgated under the Securities Act ("Rule 144") and (ii) certain
shares subject to the Registration Rights Agreements described below. The
possibility that substantial amounts of Common Stock may be sold in the public
market could have a material adverse effect on prevailing market prices of the
Common Stock and could impair the Company's ability to raise capital or make
acquisitions through the sale of its equity securities.

         Pursuant to the terms of their respective registration rights
agreements, the Investor and each Institution have been granted certain
registration rights with respect to their shares of Common Stock presently held
or shares of Common Stock issuable upon exercise of their warrants. Similarly,
pursuant to the terms of their respective registration rights agreements, each
of Merita Bank Ltd. and Bank of Boston Connecticut have been granted certain
registration rights with respect to shares of Common Stock issuable upon
exercise of the New Bank Warrants. Finally, in connection with an acquisition
that the Company made in 1996, the Company issued restricted shares of Common
Stock and entered into substantially similar registration rights agreements with
each of the various parties that acquired such restricted shares of Common Stock
with respect thereto. The Company may experience added costs and complexity in
the event such registration rights are exercised. In addition, the exercise of
such rights could have an adverse effect on the market price of the Common
Stock.

                                      - 7 -
USE OF PROCEEDS

         The Company is unable to predict the time, if ever, when the Options
will be exercised and, therefore, is unable to estimate the net proceeds from
the exercise of the Options. Accordingly, it is expected that the net proceeds
from the sale of the Common Stock underlying the Options will be used by the
Company for general corporate purposes. The Company will not receive any
proceeds from the sale of the Common Stock by the Selling Security Holders.

                            SELLING SECURITY HOLDERS

         The following table sets forth (i) the name and principal position(s)
over the past three years with the Company of each of the Selling Security
Holders, (ii) the number of shares of Common Stock beneficially owned by each
Selling Security Holder as of April 14, 1997; and (iii) the number of shares of
Common Stock available to be acquired by each Selling Security Holder pursuant
to the Plans being registered hereby, some or all of which shares may be sold
pursuant to this Prospectus. Since any or all of the shares of Common Stock
listed below may be offered for sale by the Selling Security Holders from time
to time, no estimate can be given as to the number of shares of Common Stock (or
the percentage of the total class of Common Stock outstanding) that will be held
by the Selling Security Holders upon termination of this offering. Also included
among the Selling Security Holders may be certain unnamed non-affiliates of the
Company, each of whom holds less than the lesser of 1000 shares or 1% of the
shares issuable under each Plan. When and if further information becomes
available with respect to the names of additional Selling Security Holders or
the amounts of securities to be acquired pursuant to the Plans and sold by the
Selling Security Holders, such information will be included in a prospectus
supplement. Except as otherwise indicated, the Selling Security Holders listed
on the table have sole voting and investment power with respect to the shares of
Common Stock indicated.

                                      - 8 -
NUMBER OF        NUMBER
                                                                       SHARES OF       OF SHARES
                                                                        COMMON           OF
                                                                         STOCK          COMMON
                                                                       SUBJECT TO        STOCK
                                                                        OPTIONS          OWNED        NUMBER
                                                                         OWNED          BEFORE          OF
NAME OF SELLING                 POSITION WITH                          BEFORE THE         THE         SHARES
SECURITY HOLDER                  THE COMPANY                            OFFERING       OFFERING       OFFERED
==============================================================================================================
Pierre Besuchet                 Director                                 25,000        44,048(1)(2)   25,000

James L. Boehme                 Executive Vice President-Sales          195,000        78,000(2)     195,000(3)
                                and Marketing

Daniel T. Carroll               Director                                 25,000        27,000(2)      25,000

George V. Flagg                 President, Chief Executive Officer      260,000       110,000(2)     260,000(3)
                                and Director

Lawrence R. Glenn               Director                                 25,000        25,000(2)      25,000

Mark S. Hauser                  Director and Vice Chairman of the        40,000     2,241,600(2)(4)   40,000
                                Board                                                      

Lawrence R. Irving              Vice President-Finance                   25,000        10,000(2)      25,000(3)

William P. Lyons                Director and Chairman of the             85,000     2,305,600(2)(4)   85,000
                                Board                                                      

David Jan Mitchell              Director                                 55,000     2,259,600(2)(4)   55,000
                                                                                            
Edward L. Palmer                Director                                 25,000        26,464(2)      25,000

Glenn C. Riker                  Senior Vice President-Human              18,854         6,427(5)(6)   18,854(3)
                                Resources and Assistant Secretary

Dennis M. Stern                 Senior Vice President, General           25,000         5,000(2)      25,000(3)
                                Counsel and Secretary

William Spier                   see footnote 4                           40,000     2,249,600(2)      40,000
---------------------
(1)  Excludes vested options to purchase 17,884 shares of Common Stock granted
     to Mr. Besuchet under the Company's 1992 Directors' Option Plan (the
     "Directors Plan"). Grants of stock options are no longer permitted under
     the Directors Plan. Such options have a current exercise price of $13.97
     per share, however, they become exercisable only if the price per share of
     the Common Stock on the Nasdaq National Market is not less than $24.45 for
     30 consecutive trading days. Such condition had not been met as of April
     14, 1997.

(2)  Includes options granted under the 1996 Plan to each of Messrs. Besuchet,
     Carroll, Glenn, Hauser, Lyons, Mitchell, Palmer and Spier to purchase
     25,000, 25,000, 25,000, 40,000, 85,000, 55,000, 25,000 and 40,000 shares of
     Common Stock, respectively, at exercise prices ranging from $5.50 to $5.56
     per share. Excludes options granted under the 1996 Plan which have not yet
     vested to each of Messrs. Flagg, Boehme, Irving and Stern to purchase
     156,000, 117,000, 15,000 and 20,000 shares of Common Stock, respectively,
     in accordance with their respective employment agreements.

(3)  Includes shares of Common Stock underlying options which have been granted
     to such Selling Security Holder but which have not yet vested and are not
     exercisable within 60 days of the date hereof. See footnote 2 above and 6
     below.

(4)  Includes 1,515,886 shares of Common Stock and warrants to purchase 685,714
     shares of Common Stock owned by HP Partners L.P. Messrs. Hauser, Mitchell
     and Spier (a former director of the Company who resigned on September 30,
     1996) are stockholders and directors of the general partner of HP Partners
     L.P. and Messrs. Mitchell and Spier are also limited partners of HP
     Partners L.P. Messrs. Hauser, Mitchell and Spier are also the sole
     stockholders of the special limited partner of HP Partners L.P. which is
     entitled to various rights relating to 285,714 of the partnership's
     warrants. Pursuant to HP Partners L.P.'s partnership agreement, Mr. Lyons
     has an arrangement to participate in any economic benefit which Mr. Spier
     obtains as a result of Mr. Spier's shareholding interest in such general
     partner.

(5)  Includes vested options granted under the 1994 Plan to Mr. Riker to
     purchase 4,427 shares of Common Stock at an exercise price of $7.28 per
     share. These options become exercisable only if the price per share of the
     Common Stock on the Nasdaq National Market is not less than $13.30 for 30
     consecutive trading days. Such condition had been met as of April 14, 1997.
     Also includes vested options granted under the 1996 Plan to purchase 2,000
     shares of Common Stock at an exercise price of $12.00 per share.

                                      - 9 -
(6)  Excludes options which have not yet vested granted under the 1994 Plan to
     purchase 4,427 shares of Common Stock at $7.28 per share, and options which
     have not yet vested granted under the 1996 Plan to purchase 8,000 shares of
     Common Stock at $12.00 per share.

                          DESCRIPTION OF CAPITAL STOCK

Description of Securities

         The following summary of the terms of the Company's capital stock does
not purport to be complete and is qualified in its entirety by reference to the
applicable provisions of Delaware law, the Company's Restated Certificate of
Incorporation and the Company's By-Laws.

         As set forth in the Restated Certificate of Incorporation of the
Company, the Company's authorized capital stock consists of 12,000,000 shares of
Common Stock, par value $.01 per share, of which 5,828,062 shares were
outstanding as of March 27, 1997, and 1,000,000 shares of undesignated Preferred
Stock, par value $1.00 per share, of which no shares are outstanding.

         On March 27, 1995, the Company effected a reverse stock split pursuant
to which one new share of Common Stock, $.01 par value, was exchanged for every
fourteen (14) whole shares of Common Stock, $.25 par value, then issued or
outstanding and shareholders received a cash payment in lieu of any fractional
shares. All share amounts and related share price information contained in this
Prospectus or incorporated by reference herein have been adjusted to give effect
to such reverse stock split.

Common Stock

         The holders of Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders. Subject to
the prior right of any holders of Preferred Stock with respect to dividends, the
holders of Common Stock are entitled to receive ratably such dividends as are
declared by the Board out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, holders of Common Stock
have the right to a ratable portion of assets remaining after payment of
liabilities and the liquidation preferences of any outstanding shares of
Preferred Stock. Except with respect to the Institutions pursuant to the
Exchange Agreement (as hereinbefore defined in "Risk Factors--Significant
Ownership of Common Stock by Certain Stockholders"), the holders of Common Stock
have no preemptive rights or rights to convert their Common Stock into any other
securities and are not subject to future calls or assessments by the Company.
All outstanding shares of Common Stock are fully paid and non-assessable.

Preferred Stock

         The Board has the authority to issue the Preferred Stock in one or more
series and to determine the rights, preferences, privileges and restrictions,
including the dividend rights, dividend rate, conversion rights, voting rights,
terms of redemption (including sinking fund provisions), redemption price or
prices, liquidation preferences and the number of shares constituting any series
or the designations of such series, without any further vote or action by the
stockholders, except that (i) any voting rights conferred on such Preferred
Stock require the consent of three-quarters of the entire Board and a majority
of the shares of Common Stock then outstanding and (ii) no regular dividends may
be paid with respect to the Preferred Stock without the consent of the holders
of a majority of the shares of Common Stock then outstanding. These rights and
privileges of the Preferred Stock could adversely affect the voting power of
holders of Common Stock or their rights to receive dividends or liquidation
proceeds. The Company has no present plans to issue any shares of Preferred
Stock. It should be noted, however, that pursuant to the terms of the
Institution Warrants and the Investor Warrants, the Company is prohibited from
issuing any capital stock of any class which has the right to more than one vote
per share or which is preferred as to dividends or as to the distribution of
assets upon voluntary or involuntary dissolution, liquidation or winding up of
the Company.

Warrants

         Investor Warrants. The Investor Warrants entitle the holder thereof to
purchase 685,714 shares of Common Stock and are exercisable at an exercise price
of $4.58 per share at any time prior to expiration, subject to adjustment upon
certain dilutive events. The Investor Warrants expire on August 1, 2004.

         Institution Warrants. The Institution Warrants initially entitled the
holders thereof to purchase an aggregate of 147,572 shares of Common Stock,
subject to adjustment upon certain dilutive events. The Institution Warrants
expire

                                     - 10 -
on August 13, 2002. The Institution Warrants are exercisable at any time prior
to expiration at an exercise price which is subject to adjustment upon certain
dilutive events.

         As a result of the antidilution provisions contained in the Institution
Warrants, upon the issuance of the Investor Shares and Investor Warrants to the
Investor pursuant to the Investment Agreement, the Institution Warrants were
adjusted to provide for an increase in the number of shares purchasable to
193,150 and a reduction in the exercise price from $13.97 to $10.68.
Additionally, the Institution Warrants are in the process of being adjusted in
accordance with antidilution provisions contained therein to increase the number
of shares purchasable and to reduce the exercise price thereof. Such adjustment
will reflect the issuance of the New Bank Warrants and the stock options granted
under the 1996 Plan. The Company does not believe that upon such adjustment the
number of shares purchasable will exceed 210,000 or the exercise price thereof
will be reduced below $10.00 per share.

         The material provisions of the Investor Warrants and the Institution
Warrants (collectively the "Warrants") are substantially similar. Each of the
Warrants provides that the exercise price and the number of shares of Common
Stock issuable upon exercise of the Warrants are subject to adjustment, from
time to time, upon issuance of shares of Common Stock below certain specified
prices, payment of dividends by the Company in shares of Common Stock or
extraordinary cash dividends, subdivision by the Company of its Common Stock,
combination by the Company of the outstanding shares of Common Stock into a
smaller number of shares of Common Stock, issuance by the Company of certain
rights, options, warrants, evidences of its indebtedness or assets, or in case
of any consolidation, merger or sale of substantially all of the assets of the
Company. Also, as stated above, the terms of the Warrants prohibit the Company
from issuing preferred stock.

         New Bank Warrants. The New Bank Warrants entitle the holders thereof to
purchase 166,666 shares of Common Stock and are exercisable at an exercise price
of $9.75 per share at any time prior to the expiration, subject to adjustment
upon certain dilutive events. The New Bank Warrants expire on the later of
August 30, 2002 or one year after the date on which repayment is made in full on
any indebtedness incurred pursuant to the Credit Facility.

         Each of the New Bank Warrants provides that the exercise price and the
number of shares of Common Stock issuable upon exercise of the Warrants are
subject to adjustment, from time to time, upon issuance of shares of Common
Stock below certain specified prices, payment of dividends by the Company in
shares of Common Stock or extraordinary cash dividends, subdivision by the
Company of its Common Stock, combination by the Company of the outstanding
shares of Common Stock into a smaller number of shares of Common Stock, issuance
by the Company of certain rights, options, warrants, evidences of its
indebtedness or assets, or in case of any consolidation, merger or sale of
substantially all of the assets of the Company.

Delaware Law and Certain Charter and By-Law Provisions

         The Company is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. Section 203 prohibits a publicly-held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless (i) before such person
became an interested stockholder, the board of directors of the corporation
approved the transaction in which the interested stockholder became an
interested stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the interested stockholder's
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced (excluding stock held by directors who are also officers
of the corporation and by employee stock plans that do not provide employees
with the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer); or (iii) following the
transaction in which such person becomes an interested stockholder, the business
consummation is approved by the board of directors of the corporation and
authorized at a meeting of stockholders by the affirmative vote of the holders
of 66 2/3% of the outstanding voting stock of the corporation not owned by the
interested stockholder. A "business combination" includes mergers, asset sales
and other transactions resulting in a financial benefit to the interested
stockholder. Subject to certain exceptions, an "interested stockholder" is a
person who, together with affiliates and associates, owns, or within three years
did own, 15% or more of the corporation's voting stock.

         The Company's Amended and Restated By-Laws (the "By-Laws") and its
Restated Certificate of Incorporation were amended in 1994 to provide for the
division of the Board into three classes of directors serving staggered
three-year terms. The By-Laws provide that the Board, by vote of three-quarters
of the directors then in office, may increase or decrease the size of the Board
and the number of directors in any class. Currently, the size of the Board is
fixed at

                                     - 11 -
nine members; however, there exists one vacant seat on the Board. The Restated
Certificate of Incorporation also provides that stockholder action can be taken
only at an annual or special meeting of stockholders and cannot be taken by
written consent in lieu of a meeting.

         The General Corporation Law of Delaware provides generally that the
affirmative vote of a majority of the shares entitled to vote on any matter is
required to amend a corporation's Certificate of Incorporation or By-Laws,
unless a corporation's Certificate of Incorporation or By-Laws, as the case may
be, requires a greater percentage. The Restated Certificate of Incorporation
requires an affirmative vote of three-quarters of the Company's voting power
(unless three-quarters of the total number of directors then in office shall
have approved the amendment) to amend the provisions of the Restated Certificate
of Incorporation with respect to the number and classification of the Board,
stockholder action without written consent, director liability, indemnification
and amendments to the Restated Certificate of Incorporation.

         The Restated Certificate of Incorporation contains certain provisions
permitted under the General Corporation Law of Delaware relating to the
liability of directors. The provisions eliminate a Director's liability for
monetary damages for a breach of fiduciary duty, except in certain
circumstances, such as the breach of a Director's duty of loyalty or acts or
omissions not in good faith which involve intentional misconduct or a knowing
violation of law. Further, the Restated Certificate of Incorporation contains
provisions to indemnify the Company's Directors and officers. The Company
believes that these provisions will assist the Company in attracting and
retaining qualified individuals to serve as Directors.

Transfer Agent and Registrar

         ChaseMellon Shareholder Services, L.L.C. serves as Transfer Agent and
Registrar for the Common Stock.

                              PLAN OF DISTRIBUTION

         The Shares offered by this Prospectus may be sold from time to time by
the Selling Security Holders or by transferees thereof. No underwriting
arrangements have been entered into by the Selling Security Holders. The
distribution of the Shares by the Selling Security Holders may be effected in
one or more transactions that may take place in the over-the-counter market,
including ordinary broker's transactions, privately negotiated transactions, or
through sales to one or more dealers for resale of such shares as principals, at
prevailing market prices at the time of sale, prices related to prevailing
market prices, or negotiated prices. Underwriter's discounts and usual and
customary or specifically negotiated brokerage fees or commissions may be paid
by a Selling Security-Holder in connection with sales of the Shares.

         In order to comply with certain state securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the Shares may not be sold
unless such Shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied
with.

         Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Shares may not simultaneously engage in
market-making activities with respect to such Shares for a period of two or nine
business days prior to the commencement of such distribution. In addition to,
and without limiting, the foregoing, each of the Selling Security Holders and
any other person participating in a distribution will be subject to the
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Rules 10b-2, 10b-6, and 10b-7 (and,
upon its effectiveness, Regulation M, which has been promulgated by the
Commission to replace such rules), which provisions may limit the timing of
purchases and sales of any of the Shares by the Selling Security Holders or any
such other person. All of the foregoing may affect the marketability of the
Shares. The Company will bear all expenses of the offering, except that the
Selling Security Holders will pay any applicable brokerage fees or commissions
and transfer taxes.

                                  LEGAL MATTERS

         The validity of the Shares has been passed upon for the Company by
Squadron, Ellenoff, Plesent & Sheinfeld, LLP, New York, New York.

                                     - 12 -
EXPERTS

         The consolidated financial statements and schedule incorporated by
reference in this Prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said report.

                                     - 13 -
================================================================================

No dealer, salesman, or any other person has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the offering made hereby, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such an offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstances create any implication
that there has been no change in the affairs of the Company since the date
hereof or that the information contained herein is correct as of any time
subsequent to the dates as of which such information is furnished.

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

                       TABLE OF CONTENTS
                                                                               
                                                           Page
                                                           ----

Available Information.........................................2
Incorporation of Certain Documents by Reference...............2
Special Note Regarding Forward Looking Statements.............2
The Company...................................................3
Risk Factors..................................................4
Use of Proceeds...............................................8                
Selling Security Holders......................................8
Description of Capital Stock.................................10                
Plan of Distribution.........................................12
Legal Matters................................................12                
Experts......................................................13

================================================================================

============================== 
                                
                                
                                
                                
                                
                                
      _________________         
                                
                                
            HOLMES              
      PROTECTION GROUP,         
             INC.               
                                
                                                                               
                                
                                
                                
                                
                                
                                
                                
         Common Stock           
                                
                                
                                
                                
                                
                                
                                
                                
      _________________         
                                
          PROSPECTUS            
                                
      _________________         
                                
                                
                                
             
        April 18, 1997

                   
==============================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

         Incorporated herein by reference and made a part of the Registration
Statement are the following documents filed by the Company with the Commission:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1996; (2) the Company's Proxy Statement on Schedule 14A filed with the
Commission on November 13, 1996; and (3) the description of the Company's Common
Stock contained in the Company's Registration Statement on Form 8-A filed with
the Commission on July 12, 1994. All documents subsequently filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the termination of
the offering made hereby will be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents.

         A copy of any and all of the information included in documents (but not
exhibits thereto except to the extent exhibits have been incorporated in such
documents) that have been incorporated by reference in this Prospectus but which
are not delivered with this Prospectus will be provided by the Company without
charge to any person to whom this Prospectus is delivered, upon the oral or
written request of such person. Such requests should be directed to Holmes
Protection Group, Inc., 440 Ninth Avenue, New York, NY 10001-1695, Attention:
Secretary.

Item 4. Description of Securities

         Not Applicable.

Item 5. Interests of Named Experts and Counsel

         The validity of the Common Stock issuable upon the exercise of options
granted pursuant to the Plans will be passed upon by Squadron, Ellenoff, Plesent
& Sheinfeld, LLP, 551 Fifth Avenue, New York, New York 10176.

Item 6. Indemnification of Directors and Officers

                 Delaware General Corporation Law (the "DGCL"), Section
102(b)(7), enables a corporation in its original certificate of incorporation,
or an amendment thereto validly approved by stockholders, to eliminate or limit
personal liability of members of its Board for violations of a director's
fiduciary duty of care. However, the elimination of limitation shall not apply
where there has been a breach of the duty of loyalty, failure to act in good
faith, intentional misconduct or a knowing violation of a law, the payment of a
dividend or approval of a stock repurchase which is deemed illegal or an
improper personal benefit is obtained. The Company's Restated Certificate of
Incorporation eliminates the liability of directors to the extent permitted by
Section 102(b)(7) of the DGCL.

         Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgement, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative(other than
an action by or in the right of the corporation (a "derivative action")); if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provided that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. The
Restated Certificate of Incorporation of the Company provides for such
indemnification of its directors and officers as permitted by Delaware law.

                                      II-1
Reference is made to Article Eleventh of the Restated Certificate of
Incorporation of the Company for certain indemnification rights of officers and
directors of the Company.

         In addition, the Company maintains a directors' and officers' liability
insurance policy.

Item 7. Exemption from Registration Claimed

         Not Applicable.

Item 8. Exhibits

    3.1    Restated Certificate of Incorporation.(1)

    3.2    Amended and Restated By-Laws.(1)

    4.3    Holmes Protection Group, Inc. Amended and Restated Senior
           Executives' Option Plan.(2)

    4.4    Holmes Protection Group, Inc. 1996 Stock Incentive Plan. (*)

    4.5    Employment Agreement between the Company and George V. Flagg,
           dated January 8, 1996. (3)

    4.6    Employment Agreement between the Company and James L. Boehme,
           dated January 8, 1996. (3)

    4.7    Amendment to Employment Agreement between the Company and James
           L. Boehme, dated June 5, 1996. (4)

    4.8    Employment Agreement between the Company and Lawrence R. Irving,
           dated May 13, 1996. (4)

    5.1    Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP dated March
           31, 1997.(*)

   23.1    Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP (included in
           Exhibit 5).(*)

   23.2    Consent of Arthur Andersen LLP.(*)

   24.1    Power of Attorney (included on the signature page hereof).(*)

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

(1)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the fiscal year ended December 31, 1994.

(2)  Incorporated by reference to Amendment No. 1 to the Company's Registration
     Statement on Form 10/A dated October 13, 1994.

(3)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the fiscal year ended December 31, 1995.

(4)  Incorporated by reference to the Company's Registration Statement on Form
     S-1, dated July 26, 1996.

(*)  Filed herewith.

                                      II-2
Item 9. Undertakings

    (a) The undersigned registrant hereby undertakes:

    (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act;

         (ii) To reflect in the prospectus any facts or events arising after the
    effective date of the Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    Registration Statement;

         (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the Registration Statement or any
    material change to such information in the Registration Statement;

    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
    the information required to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports filed by the registrant
    pursuant to Section 13 or Section 15(d) of the Exchange Act that are
    incorporated by reference in the Registration Statement.

    (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

    (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

    (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 17th day of
April, 1997.

                          HOLMES PROTECTION GROUP, INC.

                          By: /s/ George V. Flagg
                          -----------------------------------------------
                          George V. Flagg
                          President, Chief Executive Officer and Director

                                POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George V. Flagg and Lawrence R. Irving, or any
one of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all pre- or post-effective amendments to
this Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or their or his substitutes, may lawfully do or
cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         Signature                      Title                         Date
         ---------                      -----                         ----    

  /s/ George V. Flagg            President, Chief Executive       April 17, 1997
  -------------------------      Officer and Director
      George V. Flagg            (Principal Executive Officer)
                                 
  /s/ Lawrence R. Irving
  -------------------------      Vice President /Finance          April 17, 1997
      Lawrence R. Irving         (Principal Financial Officer)

  /s/ Daniel T. Carroll
  -------------------------      Director                         April 17, 1997
      Daniel T. Carroll

  /s/ Lawrence R. Glenn
  -------------------------      Director                         April 17, 1997
      Lawrence R. Glenn

  /s/ Mark S. Hauser
  -------------------------      Director, Vice Chairman          April 17, 1997
      Mark S. Hauser             of the Board

  /s/ William P. Lyons
  --------------------------     Director, Chairman of            April 17, 1997
      William P. Lyons           the Board

                                   II-4
/s/ David Jan Mitchell
   --------------------------    Director                         April 17, 1997
       David Jan Mitchell

   /s/ Edward L. Palmer
   --------------------------    Director                         April 17, 1997
       Edward L. Palmer

                                      II-5
Exhibit Index

  Exhibit
   Number                     Description
  -------                     -----------

     3.1  Restated Certificate of Incorporation.(1)

     3.2  Amended and Restated By-Laws.(1)

     4.3  Holmes Protection Group, Inc. Amended and Restated Senior Executives'
          Option Plan.(2)

     4.4  Holmes Protection Group, Inc. 1996 Stock Incentive Plan. (*)

     4.5  Employment Agreement between the Company and George V. Flagg, dated
          January 8, 1996. (3)

     4.6  Employment Agreement between the Company and James L. Boehme, dated
          January 8, 1996. (3)

     4.7  Amendment to Employment Agreement between the Company and James L.
          Boehme, dated June 5, 1996. (4)

     4.8  Employment Agreement between the Company and Lawrence R. Irving, dated
          May 13, 1996. (4)

     5.1  Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP dated March
          31, 1997.(*)

     23.1 Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP (included in
          Exhibit 5.1).(*)

     23.2 Consent of Arthur Andersen LLP.(*)

     24.1 Power of Attorney (included on the signature page hereof).(*)

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

(1)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the fiscal year ended December 31, 1994.

(2)  Incorporated by reference to Amendment No. 1 to the Company's Registration
     Statement on Form 10/A dated October 13, 1994.

(3)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the fiscal year ended December 31, 1995.

(4)  Incorporated by reference to the Company's Registration Statement on Form
     S-1, dated July 26, 1996.

(*)  Filed herewith.